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DELAWARE RIVER PORT AUTHORITY BOARD MEETING

Wednesday, August 19, 2019 9:00 a.m.

One Port Center Board Room Camden, NJ

John T. Hanson, Chief Executive Officer 2

DRPA BOARD

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DELAWARE RIVER PORT AUTHORITY BOARD MEETING

Wednesday, August 19, 2020 at 9:00 a.m. 2 Riverside Drive Camden,

ORDER OF BUSINESS

1. Roll Call

2. Public Comment

3. Report of the CEO – August 2020

4. Report of the CFO

a. August Financial Summary b. DRPA Annual Report 2019 c. DRPA 2020 First Qtr. Statements

5. Approval of July 15, 2020 Board Meeting Minutes

6. Monthly List of Previously Approved List of Payments – July 2020

7. Monthly List of Previously Approved Purchase Orders and Contracts - July 2020

8. Approval of Operations & Maintenance Committee Meeting Minutes of August 4, 2020

9. Adopt Resolutions Approved by Operations & Maintenance Committee of August 4, 2020

DRPA-20-091 Contract No. PATCO-59-2017, Way Interlocking and Subway Structure Rehabilitation.

DRPA-20-087 Construction Monitoring Services for PATCO-59-2017, Way Interlocking and Subway Structure Rehabilitation.

DRPA-20-088 Renewal of Agreement for 10th Street & Packer Avenue Parking Lot.

DRPA-20-089 DRPA Perpetual Easement to Access GVD Camden I, LLC Property Located Adjacent to .

10. Citizens Advisory Report

11. Unfinished Business 4

12. New Business

DRPA-20-090 Off-Site Records Storage

DRPA-20-092 Consideration of Pending DRPA Contracts (Between $25,000 and $100,000)

13. Adjournment 5

CEO REPORT

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Report of the Chief Executive Officer

August 19, 2020

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

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

Emergency Powers Please be advised that I have approved under the By-Laws Article XII (c)(8) of my Emergency Powers the following:

1. On July 29, 2020, I approved the emergency purchase of “return to work” kits from BAMKO which contained personal protective equipment (PPE) and other materials needed to protect the health of Authority Employees in the amount of $33,772.00; 2. On August 3, 2020, I approved to contract with KPMG and Dr. Oralia Dominic for services relating to outside review and support of the DRPA and PATCO return to the workplace plan and ongoing support to adapt the plan as conditions change in the amount n-t-e $75,000.00; 3. On August 5, 2020, I approved the City Hall Wet Well Purchase Requisition in the amount of $90,391.16. 7

STEWARDSHIP

Plans Unveiled for Unprecedented 22-Megawatt Solar Energy Project Representatives from DRPA, PATCO and SunPower Corporation gathered with public officials at PATCO’s Ashland Station on Wednesday, August 5 to officially unveil plans and highlight work to date for the 22-megawatt (mw) solar energy project – one of the largest transportation-related alternative energy initiatives in the Greater region.

The solar generation technology includes installation of more than 50,000 solar panels along with 133 high-efficiency solar photovoltaic parking canopies at seven sites: Crews install solar canopies at PATCO’s Ashland Station. More than 50,000 solar PATCO’s Ashland, Lindenwold, panels will be installed across seven Authority facilities. Woodcrest and Ferry Avenue Stations; , and DRPA’s headquarters building, One Port Center.

With an expected 2021 completion date, the project is expected to provide more than 50% of the total electricity consumption through solar energy for the DRPA and PATCO. The initiative is funded through a 20-year power purchase agreement (PPA) pursuant to which DRPA will purchase all electricity generated by the project. This enables DRPA to purchase the reliable solar-generated electricity at a fixed, pre-determined rate that is lower than the cost of traditional electricity energy typically generated by burning fossil fuels. The Authority is expected to save up to $12 million over the 20-year term.

“With solar generation expected to provide more than 50% of the “Today, we're celebrating another way to cross the majestic Authority's total annual electricity requirements, this project will help Delaware River, which is powered by solar energy. reduce our carbon footprint, while generating savings and additional This is a huge day for the Delaware Valley.” value for our riders and drivers.” -Jeff Nash, DRPA Vice Chairman. -Ryan Boyer, DRPA Chairman. 8 9

Region on the Rise: Improving Infrastructure in a Recovering Economy On July 21, the Authority, along with the Pennsylvania Department of Transportation (PennDOT), was the focus of a webcast series by the Chamber of Commerce for Greater Philadelphia. The topic of the webcast was resuming construction on major projects and improving infrastructure in a recovering economy. Attendees learned about the plans to improve access and infrastructure to our ports and railways in addition to insight into future projects and transportation modernization.

SERVICE

2019 Year End Summary Report The Office of Business Development & Equal Opportunity (OBD&EO) has published their 2019 Year- end Summary Report., marking 25 years the department has been in existence. Thanks are extended to Erin Watterson (OBD&EO), Thaddeus Abbott and Ann DuVall (Office of CAO Toni P. Brown), Fritz Sims, Mike DiGiamberardino and John Stephenson (Print Shop) and Dierdre Donatucci (Corporate Communications) for compiling the report under CAO Brown’s leadership. Each year OBD&EO staff work with Contract Administration, the Engineering division and the DRPA & PATCO’s Purchasing department to compile the dollars spent with community M/W/D/SBE and veteran owned businesses. Since 1994, the DRPA has paid more than $360 million to those community businesses and those dollars are a direct result of the commitment to equity and diversity in all contracting opportunities. The report highlights outreach events in a photo section and includes the logos of local community groups who certify minority and women owned businesses. This report and the reports from previous years can be found at www.drpa.org/obdeo. 10

2019 Year-end Report of the DRPA Customer Service Department

The DRPA’s Customer Service Department is pleased to provide you with an electronic copy of its 2019 Customer Service Year-end Report. Special thanks to Tina Petaccio, Ann DuVall, Dierdre Donatucci, Fritz Sims, Mike DiGiamberardino, and John Stephenson for their efforts to put together this report even as we work remotely.

The report summarizes the department’s accomplishments for 2019. The department is especially proud of the extensive internal and external customer service it provided last year.

The report includes key metrics such as total calls and emails handled. It also highlights some 2019 initiatives the department coordinated like Customer Service Week and important voluntary employee giving programs including The Unforgotten Haven and Adopt-a-Family Initiative.

Please click on this link https://anyflip.com/yzke/opfr/ to view our 2019 Year-end Summary Report.

COMMUNITY

Ben Franklin Bridge Special Lighting As part of community stewardship with regional non- profits we are pleased to provide special lighting on the for the following occasions and non- profit organizations for August 1- 31, 2020. This bridge lighting is also part of the Authority’s Opioid Awareness (No Stigma, No Shame. Know the Facts!) initiative that we launched in September 2019.

 August 31 - Purple for International Overdose Awareness Day 11

AROUND THE AUTHORITY

Perched High Atop The Ben Franklin Bridge

Throughout the month, construction workers could be seen high atop the Ben Franklin Bridge as they erect work platforms beneath one of the bridge’s main suspension cables. The task is part of the bridge’s $216.9M suspension span & anchorage rehab project -- the largest project in DRPA’s history. To learn more, visit DRPA.org/projects.

Families First Coronavirus Response Act (FFCRA) Posters

The DRPA and PATCO are in full compliance with the regulations put forth by the US Department of Labor related to Families First Coronavirus Response Act (FFCRA) posters. On April 1, 2020, the federal FFCRA took effect; and is scheduled to sunset on December 31, 2020. Employers post this information in conspicuous areas frequented by employees. In addition, since many employees are working remotely at this time, the Department of Labor required employers to distribute the notice to all employees, specifically noting that electronic distribution, under the circumstances, would be appropriate. On July 2, 2020 Chief Administrative Officer Toni P. Brown sent an email to all DRPA and PATCO employees with the information included. The Print Shop staff, Mail Room staff and employees at all bridge facilities and PATCO worked to print, deliver and hang the posters at One Port Center, all bridge facilities and the Lindenwold Administration building.

Employees Remain Connected

On July 23, the Employee Engagement Committee (EEC) hosted its third virtual Lunch & Learn via Zoom. These events bring Authority employees together during lunch hours to learn and discover new and exciting items. In this session, Patricia Busarello from our HRS Department delivered a presentation on Impressionism and discussed the history of the 19th-century art movement as well as the artwork of Monet, Renoir and Cezanne. 12

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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

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PATCO

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For PATCO Ridership and Financial Information, See the General Manager’s Report in the PATCO section Attached are reports from the appropriate departments.

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Respectfully Submitted,

John T. Hanson Chief Executive Officer 13

REPORT OF THE CHIEF EXECUTIVE OFFICER ATTACHMENT 1 BRIDGE AND FINANCE

Activity for the Month of July 2020 14

Calls for Service: 4,205 Total Arrests: 18 Adults: 18 Juv.: CDS Arrests: DWI Arrests: 5

Arrests: CBB: 1 BFB: 8 PATCO: 6 BRB: 2 WWB:1 Arrests NJ: 14 Arrests PA: 4

Reportable Accidents: CBB: 0 BFB: 9 PATCO: 0 BRB: 4 WWB:18

Non Reportable Accidents: CBB: 1 BFB: 10 PATCO: 3 BRB: 2 WWB:24

Accident with Injuries: CBB: 0 BFB: 3 PATCO: 0 BRB: 2 WWB:2

Incident Type CBB BFB PATCO BRB WWB Total 26 Assist-Routine PD Backup 40 320 230 80 255 925 35X Motorist/Patron Aid 53 167 244 105 154 723 96 Slow Traffic 165 124 70 194 553 25 Escort 168 89 100 56 413 47 Disabled MV 44 89 4 43 168 348 46 Construction/Trades Backup 110 48 2 33 123 316 86 Removal 56 84 1 141 90 Other PD Assist 8 15 54 4 23 104 33 MV Stop 6 19 6 22 29 82 79 Roadway Hazard/Station Hazard 9 20 4 19 23 75 84 Check On Subject Well-being 3 10 43 4 3 63 17P Permit Premises Entry 40 7 1 48 25EZ Easy Pass Redirect 1 1 34 36 12 Suspicious Person/Activity/Event 14 15 1 6 36 25X Insufficient Funds 1 6 23 30 90M OPDA Medical 4 22 1 27 29 Alarm Activation 11 10 21 71 Fight/Disturbance 2 12 1 2 17 17X Open/Secured Property 14 3 17 78X Toll Evasion/TOS 3 10 1 1 15 78 Toll Dispute 1 5 1 7 14 91R Ped in Road/Tolls 6 1 6 13 310 Bridge Damage/PATCO Damage 4 4 4 1 13 8 911 Hang Up/Mis-Dial 3 7 1 11 52 Erratic Driver/Unfit Motorist 3 3 1 4 11 38 Transport Courtesy 1 5 4 10 341F Property Found 10 10 79X Debris Strike 1 8 9 Activity for the Month of July 2020 15

Calls for Service: 4,205 Total Arrests: 18 Adults: 18 Juv.: CDS Arrests: DWI Arrests: 5

Arrests: CBB: 1 BFB: 8 PATCO: 6 BRB: 2 WWB:1 Arrests NJ: 14 Arrests PA: 4

Reportable Accidents: CBB: 0 BFB: 9 PATCO: 0 BRB: 4 WWB:18

Non Reportable Accidents: CBB: 1 BFB: 10 PATCO: 3 BRB: 2 WWB:24

Accident with Injuries: CBB: 0 BFB: 3 PATCO: 0 BRB: 2 WWB:2

Incident Type CBB BFB PATCO BRB WWB Total 56 Med Emerg/Injury Report 2 6 1 9 88X Parking Viol./Compl. 8 8 64 Larceny/Theft 7 7 341L Property Lost 1 6 7 87 Trespassing 5 1 6 91 Ped Investigation/Stop 2 3 5 81 General Complaint 3 2 5 67 EDP (Emotionally Disturbed Person) 2 3 5 101 BOLO 2 2 1 5 97 Traffic Pattern Adjust 2 2 4 70 Animal Complaint 2 1 1 4 25T Fare Problem 4 4 77 Domestic 1 2 3 76 Missing Person 1 2 3 74 Suicide Attempt 2 1 3 65X Lewdness 3 3 65 Vandalism/Criminal Mischief 3 3 34 Suspicious Vehicle 1 1 1 3 12U Unattended Package 3 3 101S BOLO Suicidal 2 1 3 85X Assault 1 1 2 75 Suicide Found 2 2 71R Road Rage 1 1 2 69 Juvenile Complaint 1 1 2 33C CV Stop 2 2 14 Intoxicated Subject 2 2 93 Property Removal 1 1 85 Past Assault 1 1 Activity for the Month of July 2020 16

Calls for Service: 4,205 Total Arrests: 18 Adults: 18 Juv.: CDS Arrests: DWI Arrests: 5

Arrests: CBB: 1 BFB: 8 PATCO: 6 BRB: 2 WWB:1 Arrests NJ: 14 Arrests PA: 4

Reportable Accidents: CBB: 0 BFB: 9 PATCO: 0 BRB: 4 WWB:18

Non Reportable Accidents: CBB: 1 BFB: 10 PATCO: 3 BRB: 2 WWB:24

Accident with Injuries: CBB: 0 BFB: 3 PATCO: 0 BRB: 2 WWB:2

Incident Type CBB BFB PATCO BRB WWB Total 71X Harassment/Threats 1 1 65U Urinating/Defecating 1 1 56X Drug Overdose 1 1 53 Abandoned Vehicle 1 1 48 Minor Incident 1 1 20 Stolen/Recovered Vehicle 1 1 17 Breaking & Entering 1 1 11 Fire 1 1 17

FINANCE

REVENUE AUDIT

Reported traffic and revenue for all four DRPA bridges for the month of May 2020:

2019 2020 Cash Revenue $7,983,226.51 $3,082,771.17 ETC Revenue $21,060,200.70 $14,955,800.65 Total Revenue $29,043,427.21 $18,038,571.82 Non ETC Traffic 1,488,133 564,571 ETC Traffic 3,146,669 1,812,453 Total Traffic 4,634,802 2,377,024 DELAWARE RIVER PORT AUTHORITY Attachment 118 TRAFFIC & BRIDGE TOLL FIGURES FOR THE PERIODS INDICATED

MONTH OF MAY TRAFFIC BRIDGE TOLLS -----2020------2019----- INC/(DEC) INC/(DEC) TRAFFIC TOLLS TRAFFIC TOLLS % AMOUNT % AMOUNT BEN FRANKLIN 816,411 $5,418,604.01 1,646,381 $9,235,466.80 -50.41 (829,970) -41.33 ($3,816,862.79) WALT WHITMAN 931,759 7,070,181.18 1,769,377 11,079,895.73 -47.34 (837,618) -36.19 (4,009,714.55) COMMODORE BARRY 339,097 3,263,482.67 644,040 5,025,445.93 -47.35 (304,943) -35.06 (1,761,963.26) BETSY ROSS 289,757 2,286,325.96 575,004 3,702,737.75 -49.61 (285,247) -38.25 (1,416,411.79) 2,377,024 $18,038,593.82 4,634,802 $29,043,546.21 -48.71 (2,257,778) -37.89 ($11,004,952.39)

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YEAR TO DATE TRAFFIC BRIDGE TOLLS

1/1/20 TO 5/31/20 1/1/19 TO 5/31/19 INC/(DEC) INC/(DEC) TRAFFIC TOLLS TRAFFIC TOLLS % AMOUNT % AMOUNT BEN FRANKLIN 5,289,327 $31,377,385.43 7,618,924 $42,756,336.52 -30.58 (2,329,597) -26.61 ($11,378,951.09) WALT WHITMAN 5,642,620 $38,518,160.56 7,961,085 $50,175,104.19 -29.12 (2,318,465) -23.23 (11,656,943.63) COMMODORE BARRY 2,013,588 $17,745,446.17 2,835,215 $22,470,540.63 -28.98 (821,627) -21.03 (4,725,094.46) BETSY ROSS 1,894,215 $13,282,332.74 2,679,927 $17,289,205.69 -29.32 (785,712) -23.18 (4,006,872.95) TOTALS 14,839,750 $100,923,324.90 21,095,151 $132,691,187.03 -29.65 (6,255,401) -23.94 ($31,767,862.13)

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

Distribution: John Hanson Jim White 19

REPORT OF THE CHIEF EXECUTIVE OFFICER ATTACHMENT 2 PERSONNEL ACTIONS 20

DELAWARE RIVER PORT AUTHORITY ACTIONS OF THE CHIEF EXECUTIVE OFFICER COMMISSION MEETING AUGUST 19, 2020 ARTICLE XII-A ATTACHMENT 2

PERSONNEL

************************************************************************************************************************* TEMPORARY APPOINTMENTS - None

APPOINTMENTS - None

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION

Brian M. Bullion From: Corporal of Police To: Acting Sergeant of Police NJ Public Safety Division Public Safety Division WWB, Platoon 4 WWB, Platoon 3 Eff: 07/11/2020 to 10/09/2020

Joseph R. Fries From: Highway Foreman To: Acting Maintenance NJ Operations Division Foreman Highway (BRB) Operations Division Maintenance (BRB) Eff: 07/11/2020 to 07/19/2020

Tyrone E. Gunter From: Construction & To: Acting Bridge Director, DE Maintenance Manager, BRB BFB & BRB Operations Division Operations Division Bridge Director’s Office (BRB) Bridge Director’s Office (BFB & BRB) Eff: 07/11/2020 to 07/19/2020

William J. Stricker From: Maintenance Foreman To: Acting Construction & NJ Operations Division Maintenance Manager, BRB Maintenance (BRB) Operations Division Bridge Director’s Office (BRB) Eff: 07/11/2020 to 07/19/2020

Ronald J. Midili From: Revenue Operations To: Acting Revenue NJ Clerk Operations Assessor - ETC Operations Division Operations Division Revenue Operations (BFB) Revenue Operations (BFB) Eff: 07/20/2020, 07/21/2020, 07/27/2020, 07/28/2020, 08/03/2020, 08/04/2020, 08/10/2020, 08/11/2020, 08/17/2020, 08/18/2020, 08/24/2020, 08/25/2020, 08/31/2020, 09/01/2020, 09/08/2020, 09/09/2020 (16 days - not consecutive)

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Actions of the Chief Executive Officer Commission Meeting of 08/19/2020 Page 2 of 2

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION - Continued

Renee M. Nelson From: Highway Foreman To: Acting Maintenance NJ Operations Division Foreman Highway (CBB) Operations Division Maintenance (CBB) Eff: 07/21/2020 (1 day)

PROMOTIONS - None

INTERAGENCY PROMOTION to PATCO - from DRPA - None

TITLE CHANGES - None

INTERAGENCY PROMOTION to DRPA - from PATCO - None

INTERAGENCY TRANSFERS to PATCO - from DRPA - None

INTERAGENCY TRANSFERS to DRPA - from PATCO - None

TRANSFERS - DEPARTMENTAL - None

RETIREMENTS

Diane J. Hartery Administrative Coordinator 5 07/24/2020 PA Public Safety Division Public Safety Administration (BFB)

RESIGNATIONS - None

END OF TEMPORARY ASSIGNMENT - None

DECEASED - None

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R E S O L U T I O N

WHEREAS, DIANE J. HARTERY has faithfully served the Delaware River Port Authority for THIRTY years in a conscientious and reliable manner, and

WHEREAS, DIANE J. HARTERY wishes to accept retirement effective July 24, 2020 under the provisions of her employment benefits; now therefore,

BE IT RESOLVED: That, the Commissioners of the Delaware River Port Authority accept your retirement request from your position, Administrative Coordinator and concurrently extend sincere best wishes for a long, healthy and happy future, and

BE IT FURTHER RESOLVED: That a copy of the foregoing resolution be suitably prepared and forwarded to DIANE J. HARTERY. 23

REPORT OF THE CHIEF EXECUTIVE OFFICER ATTACHMENT 3 CONTRACTS AND PURCHASES

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ATTACHMENT 3

MONTHLY REPORT GENERAL PROCUREMENT ACTIVITY

During the month of July there were 34 Purchase Orders awarded totaling $185,424.37.

Approximately 20.11% or $37,283.51 of the monthly dollar total was made available to MBE’s and WBE’s, representing 47.06% or 16 of the monthly total number of Purchase Orders.

Of the total monthly procurement available to MBE’s and WBE’s, approximately 52.68% or $19,641.85 was awarded to MBE’s and approximately 9.20% or $3,429.46 was awarded to WBE’s.

Of the total number of Purchase Orders available to MBE’s and WBE’s, approximately 31.25% or 5 Purchase Orders were awarded to MBE’s and approximately 31.25% or 5 Purchase Orders were awarded to WBE’s.

Page 1 SCHEDULE 1 ARTICLE XII-C, SECTION 5 25 SUMMARY OF AUTHORIZED CONTRACT AND ENGINEERING PAYMENTS BRIDGES AND PATCO SYSTEM August 19, 2020

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

Chammings Electric, Inc. (DRPA-18-093) WWB NJ Substation & Feeder Replacement $ 1,396,556 96.5% $ 1,347,573 $ - $ 1,246,505 9 $ 101,068

HNTB Corporation (DRPA-16-111) PATCO Lindenwold Yard & Viaduct CM Services 6,293,482 95.3% 5,998,701 518,116 5,333,713 42 146,872 (DRPA-17-031) BFB Maintenance Paint & Steel Repair 3,293,445 100.0% 3,293,445 252,106 2,973,568 31 67,770 (DRPA-20-005) 2020 Commodore Barry Bridge Biennial Inspection 1,064,413 3.3% 35,517 3,552 0 1 31,966 (DRPA-20-029) PATCO Interlocking - Phase 2 - Design 3,339,045 3.9% 129,715 12,972 0 1 - 2 116,744

Urban Engineers, Inc. (DRPA-19-086) CBB Bridge Deck Rehabilitation - CMS 1,782,794 21.3% 378,866 0 0 1- 4 378,866

Jupiter Painting Contracting Company, Inc. (DRPA-19-129) WWB NJ Approach Bridges Painting 13,227,840 13.3% 1,760,574 176,057 530,154 4 1,054,363

IEW Construction Group, Inc. (DRPA-19-085) CBB Bridge Deck Rehabilitation 19,804,088 21.2% 4,205,582 420,558 2,574,506 5 1,210,518

STV Inc. (DRPA-19-128) WWB Corridor Rehabilitation at I-76 PA Approach - CMS 3,989,977 9.9% 396,649 32,606 61,363 2 - 3 302,680

A.P. Construction, Inc. (DRPA-17-046) PATCO Installation of Elevators in Remaining PATCO Stations 31,900,000 51.2% 16,322,675 1,613,634 13,677,557 30 1,031,484 (DRPA-19-116) PATCO Transit Car In-Floor Hoist 5,873,355 3.3% 194,300 19,430 0 1 174,870

Burns Engineering, Inc. (DRPA-17-069) PATCO Re-Opening - Design 2,087,352 91.6% 1,911,987 183,560 1,553,436 27 - 28 174,991 (DRPA-19-021) PATCO Lindenwold Shop & Office Improvements 759,891 56.8% 431,724 43,110 303,451 9 85,164 (DRPA-19-063) PATCO Station Roof Replacements 386,435 51.6% 199,236 15,206 176,101 8 7,929 (PATCO-17-011) Installing Elevators in Remaining PATCO Stations - CM Services 3,998,501 52.1% 2,083,960 208,250 1,691,013 31 - 32 184,697

Gannett Fleming, Inc. (DRPA-16-011) PATCO Control Center Relocation 1,659,989 86.8% 1,441,604 144,160 1,282,170 28 15,274 (DRPA-18-093) WWB NJ Substation & Feeder Replacement 1,649,818 21.5% 353,951 35,395 131,522 2 187,034

LTK Engineering Services (DRPA-07-019) PATCO Transit Car Overhaul Services Agreement 12,932,384 98.5% 12,741,236 50,002 12,654,786 153 36,448

Alstom (DRPA-10-154) PATCO Transit Car Overhaul 194,197,337 99.4% 193,079,338 5,715,958 187,355,946 168 7,435

AECOM (DRPA-13-003) CBB Painting - Design Services 1,231,617 84.6% 1,066,813 80,336 979,766 40 - 41 6,711 (DRPA-17-067) BFB Main Cable Dehumidification - Construction Monitoring 2,065,270 11.0% 226,638 20,596 163,644 14 42,398 (DRPA-19-064) CCTV Camera Assessment Study 535,657 61.6% 329,888 0 240,428 7 89,460 (DRPA-19-008) PATCO Track Resurfacing - CMS 459,879 64.5% 296,715 23,516 221,505 7 51,693

Sowinski Sullivan Architects (DRPA-13-080) PATCO Install Elevators in Remaining Stations - Design (Non-FTA) 306,115 42.0% 128,492 3,693 116,570 50 8,229

1 ARTICLE XII-C, SECTION 5 SUMMARY OF AUTHORIZED CONTRACT AND ENGINEERING PAYMENTS 26 BRIDGES AND PATCO SYSTEM August 19, 2020

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

South State, Inc. (DRPA-19-131) BFB Rehabilitation of Suspension Spans & Anchorages 25,204,052 8.0% 2,012,703 201,270 367,740 3 1,443,692 (Emergency) BFB Emergency Paving Repairs - Interim Repairs 2020 1,917,000 75.1% 1,440,131 144,013 0 1 1,296,118

Railroad Construction/Railroad Construction Co. of SJ, Inc. (DRPA-19-007) PATCO Track Resurfacing 3,668,380 57.3% 2,101,883 196,804 1,497,283 7 407,796

Greenman-Pedersen, Inc. (DRPA-19-130) WWB NJ Approach Painting - CMS 3,056,592 5.8% 178,367 17,509 74,871 3 85,987 (DRPA-19-132) BFB Rehabilitation of Suspension Spans & Anchorages - CMS 13,975,670 1.8% 257,084 21,198 146,885 3 89,002

Atane Engineers, Architects and Land Surveyors, PC (DRPA-20-003) 2020 Benjamin Franklin Bridge Biennial Inspection 885,045 28.8% 254,973 15,570 0 1 - 2 239,402

Philips Brothers Electrical Contractors, Inc. (DRPA-19-002) CBB Chester Substation Replacement 1,599,000 94.0% 1,502,358 0 1,090,463 5 - 7 411,896

Cherry, Weber & Associates (DRPA-17-028) BRB NJ Route 90 Resurfacing Design 1,075,978 99.4% 1,069,705 703 1,067,817 27 1,185

JPC Group, Inc. (DRPA-19-127) WWB Corridor Rehabilitation at I-76 - PA Approach 66,991,144 1.2% 829,757 82,976 214,984 2 531,797 (DRPA-19-114) WWB Anchorage Preservation 14,335,000 15.9% 2,273,249 227,325 303,800 2 - 3 1,742,124

Skanska Koch, Inc. (DRPA-19-048) WWB Suspended Span Link Replacement 4,099,000 27.0% 1,108,460 110,846 759,560 6 238,055

Thornton Tomasetti (DRPA-16-022) BFB Suspension Cable Investigation / Rehabilitation Design 3,541,700 93.9% 3,325,090 76,901 3,227,037 26 21,151

WSP USA (DRPA-18-060) Asset Management Program 1,359,895 57.0% 775,796 57,623 662,126 21 56,047

Arora (DRPA-18-030) PATCO Lindenwold Fire Protection - Design 390,000 51.8% 201,833 13,170 183,544 18 5,119

Program Management General Engineering Contracts (DRPA-17-093) General Engineering Contracts 10,000,000 41.6% 4,162,479 0 4,076,577 Various 85,902 (DRPA-18-084) General Engineering Contracts 3,000,000 7.3% 217,655 0 184,938 Various 32,717

Total Contract and Engineering Payments $ 12,202,652

2 27

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

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

Re: Article XII-C, Section 5

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

ContractandEngineeringPayments: $12,202,652

2020 CAPITAL BUDGET

2020 Capital Budget – Realignment of Funds – From Betsy Ross Bridge: Maintenance Paint & Steel Repair BRB.01602 to One Port Center: Land for Solar Project OTR.02010. This Funding Will be Used for the Purchase of Land at OPC Required by the State to Complete the Solar Project. Budget Amount: $65,510.00.

2020 Capital Budget – Realignment of Funds – From Betsy Ross Bridge: Maintenance Paint & Steel Repair BRB.01602 to Schedule D Projects: PATCO: Haddon Avenue Overpass SCD.01911. This Funding Will be Used for the Additional Project Costs for Painting and PATCO Flagging. Budget Amount: $21,642.20.

2020 Capital Budget – Realignment of Funds – From Schedule D Projects: PATCO TUV Hose Reel SCD.31822 to Multi or All Bridges: Underground Storage Tank Replacements MTB.20195. This Funding Will be Used for the Removal of Oil/Water Separator Connected to the Diesel Tank at Lindenwold Shop Facility. Budget Amount: $16,000.00.

August 19, 2020 1 28

REPORT OF THE CHIEF EXECUTIVE OFFICER ATTACHMENT 4 EEO REPORT

DRPA EEO CATEGORIES 29 (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 9 Inspector General 1

1 Bridge Directors 1 1 2 Captain of Police 2 0 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 2 1 2 Fleet Shop Manager 1 3 Manager, Accounting 1 4 Manager, Budget/Financial Analysis 1 5 Manager, Capital Grants 0 6 Manager, Community Relations 1 7 Manager, Contract Administration 1 8 Manager, Corporate Communications 1

As of JULY 31, 2020 Page 1 of 7 Prepared: AUGUST 6, 2020 DRPA EEO CATEGORIES 30 (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

9 Manager, ERP & Applications 1 10 Manager, Government Relations 1 11 Manager, Internal Audit 0 12 Manager, Payroll 1 13 Manager, Production Systems 1 14 Manager, Procurement & Stores 1 15 Manager, Revenue Audit 1 16 Manager, Special Projects 1 17 Sr. Project Manager 1 18 Toll Manager 1 1

1 Electrical Foreman 5 2 Fleet Foreman 2 3 Highway Foreman 2 6 1 4 HVAC Foreman 2 5 Lead Programmer/Analyst 0 6 User Support Group Leader 1 7 Maintenance Foreman 5 1 8 Purchasing Agent 1 9 Sr. Accountant 1 10 Supervisor, Revenue Audit 0

1 Supervisor, Central Storeroom 1 2 Supervisor, Mail Room 1 3 Supervisor, Print Shop 1 4 Supervisor, Cash Assurance 1 5 Accounts Payable & Receivable Supervisor 0 1

OFFICIALS & ADMINISTRATORS (Total By State) 4 51 24

TOTAL OFFICIALS & ADMINISTRATORS 79

1 Lieutenant of Police 3 2

As of JULY 31, 2020 Page 2 of 7 Prepared: AUGUST 6, 2020 DRPA EEO CATEGORIES 31 (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

1 Plaza Supervisor 14 10

1 Administrative Coordinator 1 12 9 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 Project Analyst 1 11 Purchasing Specialist 4 12 Sr. Reproduction Technician 1

1 Accountant 1 1 2 Administrator, Compensation/HRIS 1 3 Administrator, Employee Relations, Programs & Policies 0 4 Administrator, Staffing & Recruiting 1 5 Administrator, Training & Employee Development 1 6 Associate Engineer 1 2 7 Auditor 1 8 Budget Analyst 1 9 Claims Administrator 1 1 10 Construction Contract Compliance Specialist 0 11 Contract Administrator 2 12 Engineering Program Analyst 1 13 Financial Analyst 1 14 IT Auditor 1 15 Project Manager (Office of the CAO) 1 16 Project Manager, HS & EM 2 17 Records Manager 1 18 Revenue Analyst 1 19 Safety Specialist 2 0

As of JULY 31, 2020 Page 3 of 7 Prepared: AUGUST 6, 2020 DRPA EEO CATEGORIES 32 (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

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

PROFESSIONALS (Total By State) 1 67 38

TOTAL PROFESSIONALS 106

1 Police Officer 3 69 26

1 Corporal of Police 9 2

1 Sergeant of Police 19 5

PROTECTIVE SERVICE WORKERS (Total By State) 3 97 33

TOTAL PROTECTIVE SERVICE WORKERS 133

1 HVAC Technician 6 1

1 Auto Technician 1 12 2

1 Electrical Technician 19 4

1 Construction & Maintenance Mechanic 2 30 14

As of JULY 31, 2020 Page 4 of 7 Prepared: AUGUST 6, 2020 DRPA EEO CATEGORIES 33 (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

1 Maintenance Technician 1 30 8

CRAFT WORKERS (SKILLED) (Total By State) 4 97 29

TOTAL CRAFT WORKERS (SKILLED) 130

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

TECHNICIANS (Total By State) 1 15 4

TOTAL TECHNICIANS 20

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

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

As of JULY 31, 2020 Page 5 of 7 Prepared: AUGUST 6, 2020 DRPA EEO CATEGORIES 34 (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

13 Temporary With Benefits (General Counsel's Office) 0 14 Temporary With Benefits (Purchasing) 1

1 Revenue Auditor 1

1 Cash Assurance Auditor (formerly Revenue Auditor) 3

1 Revenue Operations Assessor ETC (formerly Revenue Auditor) 1

1 Toll Collector 1 35 25

1 Revenue Operations Clerk 2

ADMINISTRATIVE SUPPORT (Total By State) 2 66 39

TOTAL ADMINISTRATIVE SUPPORT 107

TOTAL EMPLOYEES BY STATE 15 393 167

TOTAL DRPA EMPLOYEES - 575 SUMMARY (Employee Class)

NON-REP 6 138 67

211

IUOE 5 143 62

210

As of JULY 31, 2020 Page 6 of 7 Prepared: AUGUST 6, 2020 DRPA EEO CATEGORIES 35 (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

IBEW 1 15 5

21

FOP 3 97 33

133

As of JULY 31, 2020 Page 7 of 7 Prepared: AUGUST 6, 2020 36

REPORT OF THE CHIEF EXECUTIVE OFFICER ATTACHMENT 5 LEGAL STATISTICS REPORT

37

Matter count report by Matter Sub-Type

Date Range: 07/01/2020 to 07/31/2020 On Matters, Litigation

Matter Sub-Type Opened in Range Closed in Range

Bankruptcy/Debt Collections 1 0 Contracts/Bid Protest 0 1 Contracts/Construction 4 4 Contracts/Consulting 6 4 Contracts/Default/Dispute 1 1 Contracts/License 1 1 Contracts/Operating 1 0 Contracts/Process and Procedur 2 1 Contracts/Purchase 1 0 Contracts/Real Estate Easement 1 0 Contracts/Real Estate License 0 1 Contracts/Real Estate Purchase 1 0 Contracts/Real Estate ROEI 3 3 Contracts/Real Estate Sale 1 0 Contracts/RFP-Bid 2 0 Contracts/Service 4 7 Employment/ADA 3 4 Employment/Discipline 3 3 Employment/FMLA 8 3 Employment/Information/Records 2 2

Galexy Mon Aug 10 14:55:13 Page 1 of 2 Matter Sub-Type Opened in Range Closed in Range 38

Employment/Policies&Procedures 5 2 Employment/S/L Term Disability 1 0 Employment/Termination 3 3 Employment/Workers' Comp 13 1 Environmental/Certification 1 0 Ethics/Policies & Procedures 1 0 Financial/Collections 1 0 Financial/Payroll 1 1 Financial/Taxes 1 0 Labor/Union Negotiations 1 0 Legal Research/Legal Opinion 3 1 Legislation/Compact 1 0 Legislation/Research 1 0 Management/Policies & Procedur 2 1 Permits/Licenses/Application 1 0 Personal Inj/Asbestos 0 1 Personal Inj/Slip and Fall 1 1 Personal Inj/Wrongful Death 1 0 Property Damage/Bridges 7 13 Property Damage/Vehicle 3 2 Real Estate/Access/Right of Entry 0 1 Real Estate/Ownership/Maintenance 0 2 Real Estate/Zoning 1 1 Right to Know/Records Request 1 2 Right to Know/Video/Recordings 0 1 Subpoena/Documents 0 1

46 Items 95 69

Galexy Mon Aug 10 14:55:13 Page 2 of 2 39

CFO REPORT

40

Report of the Chief Financial Officer

August 13, 2020 Delaware River Port Authority Of Pennsylvania and New Jersey One Port Center 2 Riverside Drive Camden, New Jersey 08101-1949

Re: FINANCIAL SUMMARY Commissioners:

The following descriptive financial summary is based on an updated unaudited financial summary report dated August 5th.

DRPA Traffic and Toll Revenues

May 2020 YTD Audited Traffic and Toll Revenues

1. Actual May YTD audited traffic figures totaling 14.8 million vehicles reflected a 6.3 million or 30% reduction in total traffic vs. 2019. 36% of this YTD traffic loss occurred in May.

2. Toll revenues YTD of $100.9 million are down $31.8 million, a 24% reduction in actual revenues vs. 2019. About 35% of the revenue reduction occurred in May. (Note the drop- off in revenues is not as severe, as would be expected, because the overwhelming majority of the lost traffic is from passenger cars, as opposed to commercial traffic). YTD revenues are approx. $30.4 million below budget.

(*Audited numbers reflect close-out of all reconcilements by the E-ZPass Toll and Technology area within Finance)

2020 YTD Unaudited Traffic (thru July 2020) 1. Unaudited traffic, improved in July to about 20.95% below 2019 levels. (YTD unaudited traffic is down 28.8% vs. 2019). As of August 12, traffic has leveled off at the 80-82% level vs. 2019, which translates into more positive revenue numbers. At this point, traffic is higher than our original conservative projections. We originally had anticipated a 65% level in July,

1 41

but experienced almost an 80% level during the month. (Note that each 1.0% increase in traffic vs. 2019 levels increases toll revenues by about $275,000 per month).

2. The overall traffic trend since March is shown below:

a. March - decrease of 1.3 million vehicles or a 30.6% reduction b. April - decrease of 3.1 million vehicles or a 69.9% reduction c. May - decrease of 2.3 million vehicles or a 48.71% reduction d. June - est. decrease of 1.3 million vehicles or a 29.6% reduction. e. July - - est. decrease of 982,000 vehicles or a 27.8% reduction

The chart below highlights the precipitous drop in traffic shown by activity on three dates. (April 13th was one of the worse days during the period)

DRPA Quick Trend Summary – Comparison of 2020 vs. 2019 activity

Friday Monday Tuesday 13-Mar 13-Apr 11- August

Estimated Vehicle Decrease (17,619) (108,013) (26,552)

Percentage Decrease -11.72% -74.68% -17.27%

Estimated Revenue Loss (daily) ($96,616) ($592,618) ($169,189)

PATCO Ridership and Net Passenger Revenues

2020 YTD Ridership/Net Passenger Revenues thru June 2020: 1. Through the June, ridership was down 2.8 million passengers vs. 2019 which equates to a 51.23% decrease. 2. Passenger Revenues were $7.1 million or 52.37% below the prior year, and $6.8 million or 51.23% below budget. Ridership over the last four (4) period months, vs. 2019 totals, is shown below: a. March – 500K riders (decrease of 46.6% or 437K riders) b. April – 83K riders (decrease of 91.2% or 860K riders) c. May – 98Kriders (decreaseof 89.8% or 860 K riders) d. June – 156K riders (decrease of 82.7% or 745K riders) e. July – 193K riders (decrease of 79.0% or 726K riders)

2 42

As mentioned previously, the COVID-19 impact on PATCO’s ridership and net passenger revenues began in the second week of March and the rapid decrease in ridership accelerated as the month went on. Shown below is a chart depicting the precipitous drop in ridership when comparing three (3) dates beginning on Friday, March 13th. Note the improvement when comparing April 13 vs. August 11 activity.

PATCO Quick Trend Summary

Friday Monday Monday 13-Mar 13-Apr August 10

Estimated Ridership Decrease (12,526) (35,742) (30,256)

Percentage Decrease -34.0% -93.6% -79.3%

Estimated Revenue Loss (daily) ($30,721) ($87,658) ($74,203)

As shown above, the trend for PATCO ridership has improved particularly in the last several months. For the past several weeks, ridership has leveled at about 20% of prior activity.

Budget vs. Actual Operating Expenses (unaudited)

Unaudited combined actual expenses for DRPA/PATCO thru May were $63.2 million, against a budget of $69.4 million, or 8.8% under budget (or a “positive variance”) through May 2020. Much of the positive variance of $6.2 million resulted from reduced DRPA contractual service and lower personnel costs, due to a “hiring freeze” (except for essential positions). PATCO variances were attributable to reduced purchased power, materials and contract service costs.

2020 Capital Plan Funding (General Fund and Bond Project Funds)

We began year 2020 with $555 million in total General Fund (GF) and bond project funds, which was slightly above the total at the beginning of year 2019. As of July 31, the combined project fund and General Fund balances totaled $475.8 million, a $79.2 million decrease since year end 2019. During July, large expenditures, including capital expenditures of approx. $15.7 million, a higher PATCO subsidy were the primary factors which reduced the General Fund by $7.1 million during the month. July’s capital expenditures were down a bit from June’s high of almost $18 million (the highest monthly total in 2020).

3 43

The drop in the GF was related to the high level of capital expenditures and the increased PATCO subsidy advance, which was offset partially by a $5.8 million GF transfer and the receipt of $1.8 million in transit grant funds. I expect August capital expenditures to be heavy based on recent check runs.

CARES Act Through July YTD PATCO’s drop in passenger revenues vs. 2019, will approach $9.0 million. Fortunately, the Authority has begun drawdowns against the $41 million allocated to the Authority, as a transit grant. We expect to pull in approx. $10 million during August, which will help buttress the GF balance during August.

Annual Report (CAFR) The enclosed annual report shows the strong performance by both DRPA and PATCO operations during 2019. In short, bridge toll revenues were the second highest in DRPA history and PATCO’s ridership was the highest in the past 25 years. In addition, PATCO’s total revenues were the highest in history. As previously shared, we built upon this strong performance through the first two months of 2020, until the COVID-19 pandemic significantly impacted traffic, ridership and attendant revenues. The CAFR is a culmination of the efforts of Finance and Corporate Communications personnel. (This effort of pulling together key aspects of the Authority’s financial performance follows the efforts of various departments in support of the annual audit by our external auditors.) We are required to file our annual to our bond trustees 210 calendar days after the end ofthe year, or this year by July 28th. We filed this report by the July 28 deadline. In addition, we submitted the CAFR to the Government Finance Officers Assocation (GFOA) prior to the July 31 deadline in order to hopefully qualify for the annual award for excellence in reporting. We have hope to add to our present record of winning the award twenty-seven (27) years in a row. Key sections of the annual report include: the Chairman’s and CEO’s letters, the CFO Letter of Transmittal and Management’s Discussion & Analysis (especially the financial highlights page), as well as the financials and accompanying footnotes.

Respectfully submitted, James M. White, Jr., CFO/Treasurer

4 CONSULTATIVE AND DELIBERATIVE WORKPAPERS DRPA/PATCO UNAUDITED FINANCIAL SUMMARY 44 August 5, 2020

DRPA TRAFFIC / PATCO RIDERSHIP AND REVENUE YEAR-TO-YEAR COMPARISON 2020 vs. 2019 YTD thru 5/31/2020 2020 Actual 2019 Actual Year-to-Year Change % Change DRPA Traffic 14,839,750 21,095,151 (6,255,401) (29.65%) DRPA Toll Revenues $100,923,324 $132,691,187 ($31,767,863) (23.94%) Average Toll $6.8009 $6.2901 $0.5108 8.12% Note: Snow impacted February 2016 DRPA Traffic Increase (Decrease) from prior month (2,257,778) DRPA Revenue Increase (Decrease) from prior month ($11,004,953)

2020 vs. 2019 YTD thru 6/30/2020 2020 Actual 2019 Actual Year-to-Year Change % Change PATCO Ridership 2,679,516 5,500,219 (2,820,703) (51.28%) PATCO Net Passenger Revenues $6,435,626 $13,511,714 ($7,076,088) (52.37%) Average Fare $2.4018 $2.4566 ($0.0548) (2.23%)

PATCO Ridership Increase (Decrease) from prior month (745,226) PATCO Revenue Increase (Decrease) from prior month ($1,873,771)

BUDGET VS. ACTUAL 2020 YTD thru 5/31/2020 2020 Budget (5 mo) 2020 Actual (5 mo) (Under) / Over Budget % (Under) / Over Budget DRPA Traffic 20,833,013 14,839,750 (5,993,263) (28.77%) DRPA Toll Revenues $131,313,959 $100,923,324 ($30,390,635) (23.14%) DRPA Traffic Increase (Decrease) from prior month (2,279,929) DRPA Revenue Increase (Decrease) from prior month ($11,276,808)

Frequent Bridge Traveler Credit $699,968 $511,506 ($188,462) (26.92%) Delayed Transaction (Net) Revenue $799,963 $1,329,541 $529,578 66.20% # of Transactions Reviewed: 352,463 YTD 2020 # of Transactions Reviewed: 3,891,452 since 5/16

2020 YTD thru 6/30/2020 2020 Budget (6 mo) 2020 YTD Actual (6 mo) (Under) / Over Budget % (Under) / Over Budget PATCO Ridership 5,410,238 2,679,516 (2,730,722) (50.47%) PATCO Net Passenger Revenues $13,195,954 $6,435,626 ($6,760,328) (51.23%)

PATCO Ridership Increase (Decrease) from prior month (770,725) PATCO Revenue Increase (Decrease) from prior month ($1,915,756)

OPERATING EXPENSES - YTD May 31, 2020 BUDGET VS. ACTUAL (UNAUDITED) 2020 YTD thru 5/31/2020 2020 YTD Budget 2020 YTD Actual (Under) / Over Budget % (Under) / Over Budget DRPA Budget $44,478,232 $40,041,425 ($4,436,807) (9.98%) PATCO Budget $24,907,973 $23,180,577 ($1,727,396) (6.94%) Total $69,386,205 $63,222,002 ($6,164,203) (8.88%)

Change in Budget variance ($1,988,331) 2020 YTD thru 5/31/2020 2020 YTD Budget 2020 YTD Actual (Under) / Over Budget % (Under) / Over Budget PATCO Subsidy ($13,203,289) ($16,587,130) $3,383,841 25.63%

(CAPITAL) PROJECT FUND BALANCE

Balance as of 7/31/2020 $213.4 million Change in project fund balance from previous month ($4.8) million *Project fund consists of proceeds from the December 2018 Revenue Bond issuance to fund major capital projects.

ESTIMATED GENERAL FUND BALANCE Estimated Balance as of 7/31/2020 $262.4 million

Est. change in general fund balance from previous month ($7.1) million Reflects balance after use of $281.6MM for defeasement of 2010D in November 2018. In 2019 General Fund used to fund smaller "short-lived" 2019 capital projects.

ESTIMATED FUNDS AVAILABLE TO FUND CAPITAL PROGRAM (Total Project and General Fund Bal.) Est. Balance as of 7/31/2020 $475.8 million Estimated change from previous month ($11.8) million Estimated Balance as of 12/31/2019 $554.5 million Estimated Balance as of 12/31/2018 $552.7 million CONSULTATIVE AND DELIBERATIVE WORKPAPERS DRPA/PATCO UNAUDITED FINANCIAL SUMMARY 45 August 5, 2020

TOTAL DRPA BOND DEBT As of 7/31/2020 (in thousands of dollars) Bond Ratings Principal Outstanding % of Total (Moody's/S&P) Updates

Fixed Rate Bonds ###### $ 1,230,530 100.0% see below Total Debt 1,230,530$ 100.0%

Revenue Bonds 1,121,365$ 91.1% A1/ A + In March, Moody's & S&P changed toll sector to negative outlook. S&P changed our PDP Bonds 109,165 8.9% Baa1 / A issuer outlook to "negative" Total Debt $ 1,230,530 100.0% Total Debt at its lowest level since 2012. Total Debt was reduced by $68.3 million after 1/1/2020 principal payment. On 1/1/2021, debt will be further reduced by $70.8 million.

Ratings Actions: 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. On Nov. 16, 2018, S&P upgraded all DRPA Revenue and PDP bonds , taking the revenues bonds to "A+" from A.and the PDP bonds fom "Baa3" to "Baa2". S&P changed outlook to negative in mid-March 2020. 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. Moody's raised the "outlook" on all bonds, from stable to positive. Moody's upgraded the DRPA Revenue and PDP Bonds on Feb. 4, 2020, with a stable outlook. Moody's changed entire toll sector to negative outlook on 3/20/20. KEY 2013 - 2017 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. 16. 2017: DRPA has received multiple proposals from investment banks relative to refunding a portion of the 2010 D bonds. 17. 2017: 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 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 to be discussed again at Finance Committee meeting in early 2019. 6. Renegotiated FRN rate with Wells Fargo. 7. November 16: 2010D Bonds Defeased in the amount of $308.4 million using $281.6 million in General Funds 8. December 12: Terminated the 2000 Swaptions (Inactive) 9. December 18: Issuance of 2018 Revenue Bonds Series A $273.5 million, Revenue Refunding Bonds Series B $404.1 million, Revenue Bonds Series C $22.9 million and Terminated the remainder of the swaps. The DRPA has eliminated ALL variable rate debt, and swaps, as of 12/18/18. 2019 ACTION PLAN INITIATIVES 1. New investment policy approved by Finance and Board in Feb. Phase I of implementation: Contacted existing money managers on new policy, after veto period expired. 46

Comprehensive Annual Financial Report For Years Ended December 31, 2019 and 2018. INTRODUCTORY SECTION 47 Stewardship. Service. Community.

Mission Statement 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.

Vision Statement 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. INTRODUCTORY 48 SECTION

OF PENNSYLVANIA & NEW JERSEY Comprehensive Annual Financial Report For Years Ended December 31, 2019 and 2018 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 ...... 27

Required Supplementary Information - Part I Management’s Discussion and Analysis (Unaudited)...... 29

Combined Financial Statements Combined Statements of Net Position...... 38 Combined Statements of Revenues, Expenses and Changes in Net Position ...... 40 Combined Statements of Cash Flows ...... 42

Other Postemployment Benefits Trust Combined Statements of Fiduciary Net Position...... 44 Combined Statements of Changes in Fiduciary Net Position...... 45

Notes to Combined Financial Statements...... 46

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)...... 98 Schedule of the Authority’s Contributions - Commonwealth of Pennsylvania - State Employees’ Retirement System (SERS)...... 99 Schedule of the Authority's Proportionate Share of the Net Pension Liability State of New Jersey - Public Employees' Retirement System (PERS)...... 100

Prepared by the Office of the Chief Financial Officer DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 3 INTRODUCTORY SECTION 49

FINANCIAL SECTION (CONT'D)

Schedule of the Authority's Contributions State of New Jersey - Public Employees' Retirement System...101 Schedule of the Authority's Contributions Teamsters Pension Plan of Philadelphia and Vicinity.....102 Notes to Required Supplementary Information - Part II...... 103

Required Supplementary Information - Part III Schedule Related to Other Postemployment Benefit Plans (Unaudited): Schedule of Changes in the Authority's Net OPEB Liability and Related Ratios ...... 104 Schedule of Authority Contributions ...... 106

Other Supplementary Information: Supplemental Schedules Combined Supplemental Schedule of Net Position Information by Fund ...... 108 Combined Supplemental Schedule of Changes in Fund Net Position Information by Fund...... 109 Supplemental Schedule of Net Position Information for Bond and Project Funds...... 111 Supplemental Schedule of Changes in Net Position Information for Bond and Project Funds...... 112

STATISTICAL SECTION (UNAUDITED) Financial Trend Data Net Position...... 115 Changes in Net Position...... 115

Revenue Capacity Data Major Revenues by Source...... 116 Toll Revenue by Bridge...... 116 Bridge Cash Toll Rates...... 116 Bridge Traffic by Vehicle Classification...... 117 Bridge Traffic By Bridge...... 117 PATCO Operating Revenues...... 117 PATCO Passenger Fares...... 117 PATCO Transit System Ridership...... 117

Debt Capacity Data Debt Service Coverage...... 118 Funded Debt...... 118 Ratio of Debt per Customer...... 118

4 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT INTRODUCTORY 50 SECTION

STATISTICAL SECTION (UNAUDITED) (CONT'D)

Demographic and Economic Data Pennsylvania Port District Economic Statistics...... 119 Pennsylvania Port District Top Ten Employers...... 119 New Jersey Port District Economic Statistics...... 119 New Jersey Port District Top Ten Employers...... 119 Employment Shares by Sector: Greater Philadelphia Region 2018...... 119

OPERATING INFORMATION Bridge Operating Revenues...... 120 General Expenses by Function...... 120 Operating Statistics...... 121 Full-Time Authority Employees...... 121 Capital Expenditures...... 121 Capital Asset Statistics...... 121 Bridge and PATCO Operations...... 122

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 5 INTRODUCTORY SECTION 51

6 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT INTRODUCTORY 52 SECTION

Chairman’s Letter

July 22, 2020

To Our Customers and Bondholders: I have had the privilege to serve as Chairman of the Board of Ryan N. Boyer Commissioners of the Delaware River Port Authority (DRPA) since my Chairman, DRPA 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 transparency, financial accountability, operational excellence, and 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 2019 calendar year, we achieved many notable accomplishments, including: • DRPA and Port Authority Transit Corporation (PATCO) operating expenses for 2019 have, for the 18th consecutive year, come in under the combined budget. • Traffic volume across the Benjamin Franklin, Walt Whitman, Commodore Barry and Betsy Ross bridges was the second highest annual total since 2008. • The Benjamin Franklin, Betsy Ross, Commodore Barry and Walt Whitman bridges carried more than 106.2 million vehicles. • PATCO marked 50 years of connecting people through public transit. Net passenger revenue totals were the highest level in PATCO history, and ridership was, the highest level in 25 years. • 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. 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 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 7 INTRODUCTORY SECTION 53

BOARD OF COMMISSIONERS as of December 31, 2019

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

Katie Angelina Donna Hon. Joseph M. MCGINTY PERRYMAN POWELL TORSELLA Vice President of Vice President of Donna Powell, LLC State Treasurer Global Government Administration Fiduciary Services Commonwealth Relations Perryman Building & of Pennsylvania Johnson Controls Construction Services

8 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT INTRODUCTORY 54 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 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 9 INTRODUCTORY SECTION 55

Organizational Chart as of December 31, 2019

BOARD Board Appointed Treasurer Inspector General

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

Deputy Chief Executive Officer

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

Chief Chief PATCO General Chief Financial 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 Risk Management Bridges Fleet – Engineering Services Management Administration –Transit Services – All Legal – Compensation – Business Development – Betsy Ross Bridge –Fare Collection – Claims Administration – Staffing & Recruiting – EEO – Operations – Records Retention – Employee Relations – Customer Service – Commodore Barry Bridge – Training – Labor Contract – Ben Franklin Bridge – Track & Facilities Police Chief Compliance – Revenue Operations – Equipment – Mail Room – Power & Signals – Printing Services – Ben Franklin Bridge – Safety – Betsy Ross Bridge – Benefits Administration – Commodore Barry Bridge Director, Director, Director, – Walt Whitman Bridge DRPA Finance Revenue PATCO Finance

Director, Emergency – Accounting – Revenue – 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 Inspector General

Michael P. Venuto Chief Engineer

10 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT INTRODUCTORY 56 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

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 11 INTRODUCTORY SECTION 57

12 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT INTRODUCTORY 58 SECTION

Report of the Chief Executive Officer

July 22, 2020

During 2019, the Delaware River Port Authority (DRPA) and Port John T. Hanson Authority Transit Corporation (PATCO) achieved significant Chief Executive Officer, DRPA President of PATCO milestones and made notable progress in addressing the challenges of aging infrastructure, and the increasing demand and need for efficient and reliable public transportation services.

In recent years, the Authority has achieved exceptional 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.

The Authority continues to have an aggressive five-year capital program totaling more than $810 million. DRPA’s investment in its 2020 capital plan is unprecedented in terms of the scope of work being undertaken and the cost. Executing this volume of work while minimizing customer disruptions and coordinating with all stakeholders is a challenge. We are committed to sustaining the highest levels of service quality and system safety in operating, maintaining, improving and protecting our transportation assets and infrastructure.

In 2019, annual traffic (one-way) on the DRPA’s four bridges totaled 53.1 million vehicles with accompanying revenues exceeding $332 million. This is the second highest revenue level in the Authority’s history. PATCO net passenger revenue totals were the highest in PATCO history, at $27.1 million and PATCO ridership totaled 11.1 million riders, the highest level in 25 years. PATCO also celebrated a noteworthy milestone – 50 years since it began operating between South Jersey and Philadelphia in 1969. DRPA and PATCO made significant and substantive advancements in key financial and operational areas. The Authority continues to maintain strong financial discipline and transparency in its operations. The Delaware River Port Authority and PATCO actual unaudited operating expenses for 2019 were, for the 18th consecutive year, under budget.

As of December 31, 2019, DRPA had approximately $537 million in bond project funds and General Funds which could be used to fund its 5-year capital plan.

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 13 INTRODUCTORY SECTION 59

The Authority continues to implement its 2018-2022 strategic plan that serves as a roadmap for proactively addressing the challenges and opportunities facing the Authority. There is an ever-increasing demand for services, information, tools and technology in an environment where resources are always constrained. The Authority strives to deliver on these demands by identifying innovative solutions to preserving and maintaining our transportation infrastructure in a state of good repair.

We are proud of our 2019 achievements, and we look forward to facing our 2020 challenges with creativity, diligence and a strong sense of commitment to STEWARDSHIP, SERVICE, AND COMMUNITY. Our mission has never been clearer, we are connecting people, services and places safely and efficiently with a focus public value, accountability and sustainability. We are succeeding in moving the Authority closer to realizing our vision of a world-class stewardship organization that consistently meets the highest standards of excellence in delivering its services.

Yours truly,

John T. Hanson

Chief Executive Officer, Delaware River Port Authority

President, Port Authority Transit Corporation

14 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT INTRODUCTORY 60 SECTION

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 15 INTRODUCTORY SECTION 61

16 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT INTRODUCTORY 62 SECTION

July 22, 2020 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, 2019, 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 federal assistance, primarily 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.

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.

17 INTRODUCTORY SECTION 63

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 established five (5) committees 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. (The latter committee is now inactive). 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) 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.

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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 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 results in the inspection 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.

Pursuant to the Indentures, the Authority filed its 2019 operating budgets in late December 2018 with its bond trustees. The 2019 operating and capital budgets became effective on January 1, 2019. The Authority also filed its 2020 operating budgets with its bond trustees in late December 2019, as required by the bond indentures.

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 19 INTRODUCTORY SECTION 65

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 was 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 have been implemented during the period of 2012 through 2019).

Sustained traffic growth from 2014 through 2018, has been a major factor impacting the Authority’s financial condition. Total vehicular traffic in 2018 was 5.4 million vehicles annually, higher than 2014 traffic numbers, thereby increasing the annual bridge toll revenues to historically high levels during 2018. Annual toll revenues increased from $297.3 million in 2014, rising to a high of $335.6 million in 2018. Revenue growth outpaced expense growth during the period, with the net effect producing higher annual net income levels and a resultant strengthening of the Authority’s General Fund reserves. This strong cash flow increased the General Fund to approximately $548 million, (just prior to the use of $281.6 million to defease the 2010D bonds in the amount of $308.4 million) in November 2018, and helped create a higher net position (which increased to $779.8 million, up from $587.8 million in 2014). As mentioned elsewhere, the Authority then made the strategic decision to eliminate all variable rate debt and swaps from its debt portfolio, significantly reducing exposure to its financial position.

In 2019, traffic trended slightly downwards, decreasing by 0.31%, which resulted in a $3.4 million decrease in toll revenues. However, 2019 was the still the second-highest year for toll revenues despite the dip in traffic. Total traffic and toll revenues dropped largely because of large construction projects on and around two (2) of the Authority’s bridges during the year.

DEBT MANAGEMENT As mentioned previously, in the period of 2012 through 2018, the Authority, and its Board, approved comprehensive financial plans to: reduce the Authority’s debt, adopt a new swap strategy, renegotiate and replace various LOC agreements to reduce its annual LOC facility costs, and to finance its five-year capital programs. As described below, the Authority significantly restructured its overall debt and swap profiles by executing several large bond- related transactions during the fourth quarter of 2018. The Authority’s $700.5 million bond deal eliminated all variable rate debt, supporting letters of credit and all swaps, such that the Authority’s bond portfolio consisted only of fixed rate debt as of December 31, 2018. (During the prior year, the Authority’s fixed rate debt accounted for $0.95 billion or roughly 65.3% of its total debt).

20 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT INTRODUCTORY 66 SECTION

2018 Bond Transactions In mid-2018, the Authority determined that conditions were ideal to pay off its 2010D bonds (in the amount of $308.4 million) and to also issue $700.5 million in new fixed-rate bonds (Series A, B, and C) in order to accomplish three key strategies:

1. creation of a $290 million bond project fund to partially fund its 2019, and subsequent, 5-year Capital Plans;

2. full redemption of $460.2 million in existing variable rate bonds (Series 2008 A and B and 2010 A, B and C);

3. cash-settlement and termination of two active swaptions, with notional value of $460 million, for $63.8 million.

The Authority has reduced its debt service through 2040 by approximately $63 million, as a result of the aforementioned transactions.

As mentioned in the previous section, in mid-December 2018, the Authority issued new fixed- rate bond debt in the amount of $700.5 million. The 2018 Series B and C bonds, in the amounts of $404.1 million and $22.97 million, respectively, were issued to fully redeem all of its variable rate debt and to terminate the swaptions supporting this debt. As a result, the two remaining LOCs, and the four (4) direct purchase loans, were also terminated.

Total Debt The Authority did not enter into any new bond transactions during 2019. At December 31, 2019, the total debt outstanding was $1.39 billion, all of which is fixed rate debt.

As mentioned, previously, one of the cornerstones of the Authority’s strategy has been to reduce debt exposure and the total amount of outstanding debt. During the past six (6) years, the Authority’s total debt which exceeded $1.65 billion at year-end 2013, has been reduced by $265 million. The Authority’s total bond debt decreased by $27.5 million in 2019 to total $1.39 billion at year-end. (An additional $68.3 million was paid down in January 2020). (Please see Note 12 for additional information).

Swap Management In 2016, the Authority’s Board specifically authorized the Authority’s management “to the extent deemed economically advantageous and fiscally prudent for the Authority” the amendment, replacement and termination of any or all of the Authority’s outstanding Interest Rate Swap Agreements.” This authorization also provided for the issuance of fixed rate debt to refund all outstanding variable rate bonds.

In mid-2018, the Authority determined that there was an opportunity to issue bonds to reduce or totally eliminate its variable rate exposure and the accompanying letters of credit and swaps associated with the 2008 and 2010 Revenue Refunding bonds. With the issuance of the 2018 Revenue and Revenue Bonds in December 2018, specifically Series B and C, the Authority cash-settled the 1995 and 1999 Revenue Bond swaptions in the amount of $63.8 million. (At the time of the termination the notional amount was $460.2 million.) Two smaller “inactive” swaptions were also cash-settled, thereby eliminating all swaps/swaptions.

As of December 31, 2019, the Authority had no outstanding swaptions, as all four (4) active and inactive swaptions were terminated in December 2018.

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 21 INTRODUCTORY SECTION 67

Bond Ratings One of the key strategic goals of the Authority, in the past decade, has been to maintain or improve its bond ratings. The implementation of the aforementioned strategic initiatives including: on-going annual budget control, managing an affordable capital program, maintenance of strong debt coverage and liquidity, reduction of swap and variable rate exposures, and, improvement in annual traffic have been key factors cited by the ratings agencies to support recent upward movements of the Authority’s ratings, as shown below:

1. In October 2017, Moody’s Investors Service 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 by Moody’s were the first increases 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.

2. In November 2018, prior to the issuance of the 2018 Revenue and Refunding Bonds, both S&P and Moody’s noted the Authority’s strong operational performance, upward trend in total annual traffic and the “expected elimination of all of the Authority variable rate debt and swap exposures” in their evaluation of the Authority’s debt.

S&P, as it did in 2013, upgraded all of the Authority’s outstanding bond debt, raising the underlying rating on the revenue bonds to “A+” from “A” and also its ratings on the port district project bonds to “A” from “‘A-“, with a stable outlook.

Moody’s affirmed the ratings on the Authority’s revenue and port project bonds at ‘”A2” and “Baa2,” respectively, while changing the ratings outlook from “stable” to “positive”.

These recent upward adjustments in the ratings for the revenue and revenue funding bonds and/or the subordinated port district project bonds, attest to the strength of the Authority’s overall financial condition, and its improvement over the past decade.

(Please refer for additional information on ratings actions in early 2020 in Note 20, Subsequent Events).

LOCAL ECONOMY From the latest data available (through 2018), it appears that population growth has increased by 0.21% in the Pennsylvania counties and decreased by 0.46% in the New Jersey counties within the Port District versus 2017 totals.

Employment growth has improved slightly in the Pennsylvania Port counties. In Pennsylvania counties, the unemployment rate decreased from 4.78% in 2017 to 4.21% in 2018. The 2018 overall rate of 4.21% is down from a high of 8.63% in 2012.

Employment growth has shown continual improvement since 2012, when unemployment peaked at 10.82% During 2018, the unemployment rate, in the New Jersey counties, dropped to 4.69% from the previous year total of 5.29%. The 2018 overall rate of 4.69% is down from a high of 10.82% in 2012.

Additional information can be found in the Statistical Section of this report.

22 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT INTRODUCTORY 68 SECTION

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 2018 (which contained projections for a ten-year period), were incorporated into this model for use in developing required forecasts necessary for the 2018 bond issuances. 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. (An annual 5-year Capital Plan is a requirement of the Authority’s Compact). 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 2019 Capital Plan, developed, during the year 2018, and approved by the Board of Commissioners in November 2018, outlined numerous bridge, transit system, security and technology project expenditures approaching $787.4 million (net of federal funding), for the five- year period commencing in 2019. The 2019 fiscal year budget for capital expenditures totaled $178.7 million, net of federal funding.

In December 2019, the Authority’s Board approved its 2020 Capital Budget in the amount of $200.1 million and a total 5-year capital plan with projected expenditures of $810.3 million, up almost $27 million from the total 2018 plan. The Authority will use both its General Fund reserves and bond project funds (resulting from the 2018 bond issuance) to fund these capital expenditures going forward. At year-end, roughly $536.8 million in combined funds is available to fund a large portion of this 2020 Capital Plan.

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.

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 $1.79 million during fiscal year 2019 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 approximately $2.3 million in additional toll revenues in 2019.

(Please see Note 16 for the current toll and fare schedules).

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IMPACT OF COVID 19 Many industries have been impacted since March 2020 due to the expansion of the COVID-19 virus throughout the country and specifically in the region. At this writing, the Authority’s bridge toll revenues and PATCO passenger fare revenues have been severely impacted. Fortunately, in the weeks leading up to publishing this report, daily and monthly volumes, especially for bridge tolls, have rebounded. Please refer to Note 20, Subsequent Events, for more information on the impact of the pandemic thus far in 2020.

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, 2018. This was the twenty-seventh 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 & 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, Inspector General, for his leadership in facilitating the annual financial audit.

Respectfully submitted,

James M. White, Jr.

Chief Financial Officer/Treasurer

24 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 70

Financial Section 71

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 (collectively referred to as the “Authority”), which comprise the combined statements of net position as of December 31, 2019 and 2018, 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, 2019 and 2018, 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 Authority’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 entity’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 entity’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, 2019 and 2018, 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.

27 FINANCIAL SECTION 72

Emphasis of Matter

Subsequent Events

As discussed in note 20 to the combined financial statements, management of the Authority has evaluated the impact of the economic uncertainties caused by the COVID-19 coronavirus on its financial position subsequent to December 31, 2019. Our opinion is not modified with respect to this matter.

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 July 22, 2020

28 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL 73 SECTION Management’s Discussion & Analysis (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, 2019 and 2018. 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 $368.2 million in 2019, the second highest level in DRPA history. 2019 revenues decreased $3.7 million or 1.0% vs. 2018 revenues. The decrease was primarily related to a $3.4 million net decrease in bridge toll revenues. Toll revenues reached the second highest level in history, despite the decrease. � The $3.4 million net decrease in toll revenues (down 1.0%) during the year, was attributable to slightly lower automobile and commercial vehicle volume. The average toll, based on total vehicle volume, decreased from $6.28 in 2018 to $6.25 in 2019. � Bridge traffic decreased, for the first time in five (5) years, but still exceeded 53.1 million vehicles, the second highest total in the past decade. Traffic was down by 166 thousand vehicles, a 0.3% decrease against 2018 totals. Non-commercial traffic decreased by 158 thousand vehicles, while commercial vehicle traffic showed a miniscule decrease. Traffic volume on the bridges dropped despite a continued improvement in general economic conditions in the region and minimal inclement weather during the year. � 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 $27.7 million in 2019 vs. $24.7 million in 2018. The operating loss increased by $2.9 million from 2018 to 2019, an increase of 11.9%. � PATCO net passenger fare revenues increased by $912 thousand (or by 3.5%) to $27.1 million from $26.2 million in 2018. This increase was primarily resultant from the impact of increased PATCO ridership of 316 thousand passengers (up 2.9%), or a year-to year annual ridership increase from 10.8 million riders in 2018 to 11.1 million in 2019. Total PATCO revenues (inclusive of parking, advertising and other revenues) were up $0.2 million overall vs. 2018 totals. � PATCO ridership, of 11.1 million passengers, was the highest level in the past twenty-five (25) years. � Total “non-restricted” investments, specifically the General Fund investments, increased by $54.1 million to $248.4 million, an increase of 23.1%. This increase primarily was related to strong internal cash flows, especially related to the bridge toll revenues and investment income. � Restricted investments, including the monies held in the 2018 revenue bond project fund, increased by $38.2 million to $495.8 million, up from a total of $457.7 million in 2018. At year-end, the bond project fund (used for funding large capital projects) totaled $248.2 million, a decrease of $41.8 million from 2018ʼs year-end total of $290.2 million. � Total operational expenses increased to $250.0 million, up $10.5 million, or by 4.4%, vs. 2018 expenses totaling $239.5 million. This increase is primarily attributable to a $6.5 million increase in depreciation, coupled with increases in bridge and PATCO operating expenses totaling $4.8 million. � Total debt outstanding decreased by $27.5 million to total $1.39 billion at year-end, down slightly from the 2018 total of $1.42 billion. As of year-end 2018 and 2019, all of the Authorityʼs debt was fixed-rate debt. (Prior to year-end 2018, variable rate debt accounted for approx. 34% of the Authorityʼs total debt). � Capital expenditures totaled $118.3 million in 2019 vs. $168.3 million in 2018, a decrease of $50.0 million (or 29.7%). (The 2018 total was the highest in DRPA history). Much of the reduction is due to a $41 million reduction in capital expenditures related to the PATCO Car Rehab project, which was nearing completion in 2019. � The assets and deferred outflows of resources of the Authority exceeded its liabilities and deferred inflows of resources at the close of 2019 resulting in a net position of $879.4 million, an increase of $99.6 million from 2018. Net income before capital contributions decreased to $77.4 million from $82.8 million (a year-to- year decrease of $5.4 million), while capital contributions decreased by $4.9 million, or by 18.0%. � Debt service coverage for revenue bond debt (as calculated based on the 1998 Bond Indenture) decreased to 2.04x from 2.21x in 2018, as net revenues available for debt service of $232.2 million decreased by $15.2 million or 6.2%. This resulted primarily from reduced toll revenues and interest income and an increase in total debt service of $2.0 million.

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 29 FINANCIAL SECTION 74

FINANCIAL POSITION SUMMARY (in Thousands)

A large portion of the Authorityʼs net position is 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 Authorityʼs 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

(Restated) 2019 2018 2017

Current and other assets $ 854,312 $ 778,309 $ 888,271

Capital assets 1,699,278 1,659,336 1,562,816

Total assets 2,553,590 2,437,645 2,451,087

Deferred outflows of resources 107,498 88,049 112,346

Long-term liabilities outstanding 1,604,109 1,638,636 1,656,608

Other liabilities 169,892 93,674 145,377

Total liabilities 1,774,001 1,732,310 1,801,985

Deferred inflows of resources 7,681 13,545 17,314

Net position:

Net investment in capital assets 722,577 727,790 271,323

Restricted 219,510 157,143 205,742

Unrestricted (62,681) (105,094) 267,069

Total net position $ 879,406 $ 779,839 $ 744,134

The Authorityʼs net position in 2019 increased by $99.6 million largely due to income before contributions of $77.4 million and capital contributions of $22.1 million. (Unlike 2018, there were no debt defeasance costs or termination of the swaps and companion instrument liabilities in the amount of $9.3 million in 2019). Capital contributions in 2019 totaled $22.1 million vs. $27.0 million for 2018.

The net position in 2018 was adjusted by $74.1 million due to a change in accounting rules related to “Other Post-Employment Benefits” (OPEB), wherein the entire OPEB liability ($82.5 million) now resides on the balance sheet. The net position for 2018 increased by $35.7 million after this adjustment.

30 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL 75 SECTION

Summary of Changes i n Ne t Positio n

2019 2018 2017

Operating revenues: Bridge tolls $ 332,231 $ 335,588 $ 331,537 PATCO passenger fares 27,127 26,215 26,562 Other 8,846 10,104 7,881 Total operating revenues 368,204 371, 907 365,980

Operating expenses (171,627) (167,646) (160,243)

Excess before depreciation and other non-operating income and expenses 196,577 204,26 1 205,737

Depreciation (78,365) (71,816) (61,270)

Operating income 118,212 132, 444 144,467

Non-operating revenues: Investment income, net of change in fair value of derivative instruments 17,331 25,020 9,128 Other 2,271 3,022 4,820 Total non-operating revenues 19,602 28,042 13,948

Non-operating expenses: Interest expense (61,671) (66,736) (72,556) Amortization expense (61) (97) (100) Economic development activities (95) (68) (4,194) Loss on defeasance of debt - (9,266) - Gain on disposal of capital assets 2,739 - - Other (1,298) (1,473) (229) Total non-operating expenses (60,386) (77,640) (77,079)

Income before capital contributions 77,428 82,846 81,336

Capital contributions 22,139 26,994 7,557

Change in net position 99,567 109,8 40 88,893

Net Position, January 1 779,839 744, 134 655,241 Cumulative effect of change in accounting principles - (74,135) -

Net Position, January 1 (Restated) 779,839 669, 999 655,241

Net Position, December 31 $ 879,406 $ 779,839 $ 744,134

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 31 FINANCIAL SECTION 76

REVENUE SUMMARY

Summary of revenues for the year ended December 31, 2019 and the amount and percentage change in relation to prior year amounts is as follows: Increase/ Percent 2019 2018 Percent of (Decrease) Increase/ Amount Amount Total From 2018 (Decrease) Operating Bridge tolls $ 332,231 $ 335,588 81.0% (3,357)$ -1.0% PATCO passenger fares2 7,127 26,215 6.6% 912 3.5% Other 8,846 10,104 2.2% (1,258) -12.5% Total operating 368,204 371,907 89.8% (3,702) -1.0%

Non-operating Investment income 17,331 25,014 4.2% (7,683) -30.7% Other 782 1,470 0.2% (688) -46.8% Other grant revenues 1,489 1,552 0.4% (63) -4.1% Capital contributions 22,139 26,994 5.4% (4,855) -18.0%

Total revenues (before change in fair value) 409,945 426,937 100.0% (16,992) -4.0%

Change in fair value of derivatives - 6 - ( 6 ) -100.0%

Total revenues $ 409,945 $ 426,942 - (16,997)$ -4.0%

� Total revenues in 2019 dropped, from a high of $426.9 million in 2018, to $409.9 million. The decrease was $17.0 million or a 4.0% drop. DRPA experienced near historic highs in toll revenues of $332.2 million in 2019, however, toll revenues dropped by $3.4 million vs. 2018ʼs high. PATCO experienced an increase in net passenger revenues to $27.1 million, from its previous 2018 high, resultant from higher ridership (316 thousand passenger increase). � Net bridge toll revenues decreased by $3.4 million, or by 1.0% during 2019. (Bridge tolls accounted for 90.2% of total operating revenues in 2019, which was similar to the percentage in 2018.) � In 2019, bridge traffic totaled 53.1 million vehicles, or a decrease from 2018 totals (53.3 million). Traffic decreased by 0.3%, or by 166 thousand vehicles, attributable in large part to construction projects which impacted traffic on the Commodore Barry and Betsy Ross bridges. Almost all of the decrease was related to a reduction in non-commercial traffic (passenger vehicles), whereas commercial vehicle volume was flat. The year-to-year average toll rate decreased from $6.28 to $6.25. � PATCO net passenger fare revenues increased by 3.5%, to $27.1 million in 2019 versus $26.2 million in 2018, primarily resultant from the improvement in PATCO ridership of 316 thousand (up 2.9%). � Investment income dropped by $7.7 million, but actually increased slightly vs. 2018 figures, before inclusion of an extraordinary item. The 2018 figures reflected a $7.9 million cash settlement of a forward delivery agreement, which pushed 2018 interest income figures to $25.0 million. REVENUES BY SOURCE PATCO Fares, 6.6% Other Grant Revenues, 0.4% Other, 2.3% Investment Income, 4.2% Capital Contributions, 5.4% Bridge Tolls, 81.0%

32 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL 77 SECTION

EXPENSE SUMMARY

A summary of expenses for the year ended December 31, 2019 and the amount and percentage change in relation to prior year amounts is as follows: Increase/ Percent 2019 2018 Percent (Decrease) Increase/ Amount Amount of Total From 2018 (Decrease) Operating: Bridge $ 57,235 $ 53,550 18.3% 3,685$ 6.9% PATCO 45,960 44,841 14.7% 1,119 2.5% General and administration 67,932 68,756 21.7% (823) -1.2% Other 500 500 0.2% - 0.0% Depreciation 78,365 71,816 25.0% 6,549 9.1%

Total operating 249,992 239,463 79.8% 10,528 4.4%

Non-operating: Interest expense 61,671 66,736 19.7% (5,066) -7.6% Amortization 61 97 0.0% (36) -37.4% Loss on defeasance of debt - 9,266 0.0% (9,266) 100.0% Other 1,298 1,473 0.4% (175) -11.9% Economic development 95 68 0.0% 27 39.9%

Total non-openating 63,125 77,640 20.2% (14,515) -18.7%

Total expenses $ 313,117 $ 317,103 100.0% (3,986)$ -1.3%

� Total operating expenses increased by $10.5 million (or by 4.4%) to $250.0 million, attributable primarily to increases in bridge operational and depreciation expenses. The increase in depreciation expense accounted for 62.2% of the increase in total operating expenses. � Bridge operating expenses increased by $3.7 million (or by 6.9%) versus 2018 figures. � General administration expenses showed a slight decrease of $823 thousand, a 1.2% drop. Note that the 2018 totals included costs related to the biennial inspection ($3.1 million) and bond costs of issuance ($3.6 million). � PATCO operational expenses increased by $1.1 million (or by 2.5%), due to higher employee service expense (primarily pension), overtime and higher direct material costs. � Total non-operating expenses also decreased significantly vs. 2018 by $14.5 million, a direct result of reductions in interest expense and there being no defeasement expenses in 2019. (Defeasance costs impacted 2018 expenses by $9.3 million) � Interest expense decreased by $5.1 million, which was primarily related to the annual reduction in debt outstanding. � Total expenses totaled $313.1 million, reflecting a year-to-year decrease of $4.0 million (or down 1.3%), largely attributable to the aforementioned decreases in interest and defeasance loss expenses.

EXPENSES BY SOURCE

Economic Development, 0.03% Amortization, 0.02% Bridge, 18.3% Interest Expense , 19.7%

PATCO, 14.7% Depreciation, 25.0%

General and Administration, 21.7% Other, 0.6%

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 33 FINANCIAL SECTION 78

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.

2019 2018 2017

Cash flows from operating activities $ 210,019 $ 194,095 $ 204,876

Cash flows from non-capital financing activities 1,755 2,011 (3,357)

Cash flows from capital and related financing activities (145,129) (321,341) (254,340)

Cash flows from investing activities (76,647) 124,211 47,926

Net increase (decrease) in cash and cash equivalents (10,002) (1,024) (4,895)

Cash and cash equivalents, beginning 37,701 38,72 5 43,620

Cash and cash equivalents, ending $ 27,699 $ 37,701 $ 38,725

CAPITAL ASSETS AND DEBT ADMINISTRATION

Capital Assets. The Authorityʼs investment in capital assets for its activities through December 31, 2019 amounted to $1.7 billion (net of accumulated depreciation), an increase of $39.9 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 Authorityʼs investment in capital assets for the current year was 2.4%.

Major capital asset events during the current year included the following: � Car rehabilitation design expenditures in the amount of $10.0 million (2018 total was $51.9 million) � Deleading/Repainting Phase 3 on the Walt Whitman Bridge expenditures of $3.8 million � Deleading/Repainting on the Commodore Barry Bridge expenditures of $13.4 million � Elevator installation expenditures of $8.2 million � Lindenwold Yard Track Rehabilitation Project expenditures of $21.1 million � SAP Enterprise Resource Planning System $15.3 million.

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

2019 2018 2017

Land $ 74,059 $ 74,076 $ 74,076 Construction in progress $ 519,295 418,117 576,699 Bridges and related buildings and equipment $ 667,342 714,463 544,578 Transit property and equipment $ 437,746 451,590 366,091 Port enhancements 836 1,090 1,372

Total $ 1,699,278 $ 1,659,336 $ 1,562,816

Additional information on the Authorityʼs capital assets can be found in Note 7, page 56 of this report.

34 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL 79 SECTION

Long-term Debt. The Authorityʼs long-term debt structure changed dramatically as a result of several large transactions executed in 2018: 1) the 2010 D revenue bonds were defeased ($308.4 million outstanding), 2) $700.5 million in fixed rate debt was issued in December. Proceeds of these bond issuances were used to establish a new bond project fund for capital projects ($290 million) and for the redemption and/or termination of all active swaptions, all variable rate debt (2008 and 2010 revenue refunding bonds) and all associated LOC, and LIBOR-indexed bank purchase loans associated with this variable rate debt.

In 2019, the Authorityʼs total bond debt decreased to $1.39 billion (shown below by issue), down from $1.42 billion at the prior year-end, a decrease of $27.5 million. Of this amount, $1.26 billion (or 91.2% of total debt) represents revenue bond debt, which is backed by toll revenues from the Authorityʼs bridges. The remaining debt of $123 million represents subordinated obligations of the Authority. At year-end 2018 and 2019, the Authority had no remaining variable rate debt outstanding.

Total bond debt decreased during 2018 by $37.5 million, which reflects the annual amortizing debt payments and reduced debt due to the bond defeasance and debt restructuring transactions. Variable rate debt of $505 million represented 34.70% of the total debt at year-end 2017.

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

2019 2018 2017

1999 Port District Project Bonds $ 6,330 $ 11,250 $ 15,820 2008 Revenue Refunding Bonds - - 232,015 2010 Revenue Refunding Bonds - - 272,795 2010 Revenue Bonds - - 307,956 2012 Port District Project Refunding Bonds 122,731 131,546 140,146 2013 Revenue Bonds 484,956 485,523 486,089 2018 Revenue Bonds 775,972 789,153 -

Total (net of amortizing premium and discount)1$ ,389,989 $ 1,417,472 $ 1,454,821

Additional information on the Authorityʼs outstanding debt can be found in the Letter of Transmittal on page 21 and in Note 12 which begins on page 74 of this report.

Bond Ratings

As also cited in the Letter of Transmittal, the Authority has experienced important positive changes to its bond ratings during the past few years.

� In April 2016, S&P upgraded the Authorityʼs subordinated debt (the port district project bonds) from “BBB” to “A-“. � In October 2017, Moodyʼs upgraded all of the Authorityʼs bond debt. The Authorityʼs 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 was the first upgrade of the Authorityʼs bond ratings by Moodyʼs in more than a decade. Moodyʼs cited the “continued positive traffic momentum”, a “manageable” capital program requiring no debt financing and solid liquidity reserves, as factors in the ratings upgrades. � In November 2018, just prior to the issuance of new revenue and revenue refunding bonds, S&P upgraded all of the Authorityʼs bond debt, increasing the revenue bond ratings from “ʻA” to “ʻA+”, and increasing the port district project bonds from ʻA-“ to ʻAʼ, all with a “stable outlook.” Moodyʼs reaffirmed the Authorityʼs existing ratings, but raised the “outlook” on all revenue, refunding and port district project bonds from “stable” to “positive.”

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 35 FINANCIAL SECTION 80

The underlying debt ratings on the Authorityʼs bond issues, as of December 31, 2019, are shown below:

Issue Moody's S&P

Revenue and Revenue Refunding Bonds A2 A+ (2013 and 2018 bonds) Positive Stable

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

Additional information related to the Authorityʼs bond ratings, can be found in the sub-section entitled “Bond Ratings” under Note 12, page 81 and “Subsequent Events”, Note 20, page 94 of this report.

ECONOMIC FACTORS AND NEXT YEARʼS BUDGETS

The following factors were considered in preparing the Authority's budget for the 2020 year:

� Moderate growth in the overall regional economy. � No bridge toll or PATCO fare increases during 2020. � Budgeted bridge traffic is expected to decrease by 0.5 million vehicles to 53.0 million vehicles, a 0.97% budget to budget increase, based on modest expectations of change in underlying economic factors (as per a recent traffic study) and the impact of bridge construction. � Bridge toll revenues are projected to approach $332.0 million, which represents a $2.9 million decrease (or 0.87%) in budgeted toll revenues vs. 2018. (Net toll revenues include a three-day adjustment for the projected impact of inclement weather). � Increase of 0.70% in projected total PATCO fares and other revenues versus the 2018 budget, increasing from $27.5 million to $28.3 million or by $770 thousand. PATCO ridership is budgeted to increase by roughly 300 thousand passengers to total 10.8 million passengers vs. the 2019 budget. � Biennial inspection costs are estimated to be $2.95 million in 2020, a year-to year increase of $2.61 million or a 767.6% increase. (The biennial inspection of all DRPA/PATCO facilities last occurred in 2018). � The DRPA budgets project $108.4 million in spending. DRPA operating expenses are expected to increase by nearly $2.5 million, or a 2.39% increase, primarily attributable to increased payroll and employee service expenses (including pensions) and E-ZPass Customer Service Center processing costs. � The PATCO operating budget, totaling $60.5 million in projected spending, increased by $1.6 million, or by 2.65%, attributable primarily due to payroll and employee service expenses and pension cost increases. The combined DRPA and PATCO budgeted operating expenses are expected to increase from $164.8 million to total $168.9 million, or a 2.48% increase over 2018. � Budgeted total debt service decreased by $1.9 million to a total of $132.1 million, down from the prior yearʼs total ($134.0 million). 85.72% of the total debt service is attributable to the outstanding revenue bonds (senior debt). � Capital budget expenditures for 2020 are budgeted at approximately $200.1 million, up $21.4 million from the $178.7 million budgeted for 2019. Large capital projects in 2020 include several significant projects, such as: the Ben Franklin Bridge Suspension Span Rehab, Commodore Barry Bridge Deck Rehab. the Betsy Ross NJ Approach Resurfacing, the Corridor Rehab- PA Approach, the Lindenwold Yard Track Rehab, the installation of elevators in the remaining PATCO stations, and the SAP enterprise resource planning system projects. Together these listed projects are budgeted to exceed $88 million in total expenditures (prior to federal funding) in 2020.

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

36 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL 81 SECTION

REQUESTS FOR INFORMATION

This financial report is designed to provide a general overview of the Authorityʼs activities for all of those with an interest in the Authorityʼs activities through December 31, 2019. 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 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 37 FINANCIAL SECTION 82

DELAWARE RIVER PORT AUTHORITY

Combined Statements of Net Position December 31, 2019 and 2018 (amounts expressed in thousands)

2019 2018

Assets Current Assets Cash and cash equivalents $ 21,240 $ 30,394 Investments 288,373 234,253 Accounts receivable, net of allowance for uncollectibles 15,177 22,594 Accrued interest receivable 845 602 Transit system and storeroom inventories 6,347 6,132 Economic development loans - current 528 494 Prepaid expenses 4,604 5,517 Restricted assets Cash and cash equivalents 6,459 7,307 Investments 247,479 167,475 Accrued interest receivable 1,439

Total current assets 592,491 474,768

Noncurrent Assets Restricted investments for capital projects 248,358 290,185 Derivative instrument - forward delivery agreements 2,815 2,120

Capital assets, net of accumulated depreciation Land 74,059 74,076 Construction in progress 519,295 418,117 Bridges and related buildings and equipment 667,342 714,463 Transit property and equipment 437,746 451,590 Port enhancements 836 1,090

Total capital assets 1,699,278 1,659,336

Other Economic development loans, net of allowance for uncollectibles 10,648 11,175 Debt insurance costs, net of amortization 61

Total noncurrent assets 1,961,099 1,962,877

Total assets 2,553,590 2,437,645

Deferred Outflows of Resources Pension related amounts 53,509 33,576 Postemployment benefit related amounts 12,304 Loss on refunding of debt 41,685 54,473

Total deferred outflows of resources 107,498 88,049

(Continued)

38 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL 83 SECTION

DELAWARE RIVER PORT AUTHORITY

Combined Statements of Net Position December 31, 2019 and 2018 (amounts expressed in thousands)

2019 2018

Liabilities Current Liabilities Accounts payable Retained amounts on contracts $ 19,487 $ 17,917 Other 23,638 28,896 Accrued liabilities Claims and judgments 584 821 Self-insurance 2,749 1,898 Pension 12,129 4,735 Sick and vacation leave benefits 2,491 2,740 Other 2,158 2,630 Unearned revenue 6,080 5,579 Liabilities payable from restricted assets Accrued interest payable 32,236 16,563 Bonds payable - current 68,340 11,895 Total current liabilities 169,892 93,674 Noncurrent Liabilities Accrued liabilities Claims and judgments 251 547 Self-insurance 1,480 2,848 Sick and vacation leave benefits 1,803 1,827 Net pension liability 182,856 144,357 Other postemployment benefits 95,104 82,513 Unearned revenue 966 967 Bonds payable, net of unamortized discounts and premiums 1,321,649 1,405,577 Total noncurrent liabilities 1,604,109 1,638,636

Total liabilities 1,774,001 1,732,310 Deferred Inflows of Resources Pension related amounts 4,866 11,425 Forward delivery agreement related amounts 2,815 2,120

Total deferred inflows of resources 7,681 13,545 Net Position Net investment in capital assets 722,577 727,790 Restricted for: Debt requirements 213,353 155,910 Capital and port district projects 6,157 1,233 Unrestricted (deficiency) (62,681) (105,094)

Total net position $ 879,406 $ 779,839

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

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 39 FINANCIAL SECTION 84

DELAWARE RIVER PORT AUTHORITY

Combined Statements of Revenues, Expenses and Changes in Net Position For the Years Ended December 31, 2019 and 2018 (amounts expressed in thousands)

2019 2018

Operating Revenues Bridges Tolls $ 332,231 $ 335,588 Other operating revenues 6,729 7,201

Total bridge operating revenues 338,960 342,789

Transit system Passenger fares 27,127 26,215 Other operating revenues 2,044 2,733

Total transit system operating revenues 29,171 28,948

Other Miscellaneous 73 170

Total operating revenues 368,204 371,907

Operating Expenses Operations 103,195 98,391 Community impact 500 500 General and administration 67,932 68,756 Depreciation 78,365 71,816

Total operating expenses 249,992 239,463

Operating Income 118,212 132,444

Nonoperating Revenues (Expenses) Investment income 17,331 25,014 Change in fair value of derivative instruments 6

17,331 25,020 Interest expense (61,671) (66,736) Amortization expense (61) (97) Economic development activities (95) (68) Loss on defeasance of debt (9,266) Gain (loss) on disposal of capital assets 2,739 () Other nonoperating revenues 782 1,470 Other grant revenues 1,489 1,552 Other nonoperating expenses (1,298) (1,473)

Total nonoperating revenues (expenses) (40,784) (49,598)

(Continued)

40 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL 85 SECTION

DELAWARE RIVER PORT AUTHORITY

Combined Statements of Revenues, Expenses and Changes in Net Position For the Years Ended December 31, 2019 and 2018 (amounts expressed in thousands)

2019 2018

Income before Capital Contributions $ 77,428 $ 82,846

Capital Contributions Federal and state capital improvement grants 22,139 26,994

Change in Net Position 99,567 109,840

Net Position, January 1 779,839 744,134 Cumulative effect of change in accounting principles (74,135)

Net Position, January 1 (Restated) 779,839 669,999

Net Position, December 31 $ 879,406 $ 779,839

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

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 41 FINANCIAL SECTION 86

DELAWARE RIVER PORT AUTHORITY

Combined Statements of Cash Flows For the Years Ended December 31, 2019 and 2018 (amounts expressed in thousands)

2019 2018

Cash flows from operating activities Receipts from customers and users $ 369,030 368,540$ Payments for other goods or services (49,894) (47,595) Payments for employees services (108,601) (126,847) Proceeds from other receipts 782 1,470 Payments for other services (1,298) (1,473)

Net cash provided by (used in) operating activities 210,019 194,095

Cash flows from noncapital financing activities Payments for economic development activities (54) (62) Repayments of economic development loans 493 422 Grants received 1,316 1,651

finNet cash provided by (used in) noncapital financing activities 1,755 2,011

Cash flows from capital and related financing activities Acquisition and construction of capital assets (116,772) (163,285) Proceeds from sales of capital assets 2,775 Capital contributions received 29,562 19,694 Proceeds from termination of forward delivery agreement 7,900 Proceeds from capital debt 789,153 Payment on capital debt refunding and termination of derivative instruments (840,374) Principal paid on bonded debt (11,895) (55,865) Interest paid on debt (48,799) (78,564)

Net cash provided by (used in) capital and related financing activities (145,129) (321,341)

Cash flows from investing activities Proceeds from sales and maturities of investments 1,084,070 4,695,984 Purchase of investments (1,176,366) (4,593,784) Interest received 15,649 22,011

Net cash provided by (used in) provided by investing activities (76,647) 124,211

Net increase (decrease) in cash and cash equivalents (10,002) (1,024)

Cash and cash equivalents, January 1, (including $7,307 and $7,801 reported as restricted) 37,701 38,725

Cash and cash equivalents, December 31, (including $6,459 and $7,307 reported as restricted) $ 27,699 $ 37,701

(Continued)

42 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL 87 SECTION

DELAWARE RIVER PORT AUTHORITY

Combined Statements of Cash Flows For the Years Ended December 31, 2019 and 2018 (amounts expressed in thousands)

2019 2018

Reconciliation of Operating Income to Net Cash Provided by Operating Activities: Operating income $ 118,212 132,444$ Adjustments to reconcile operating income to net cash provided by operating activities: Depreciation 78,365 71,816 Other nonoperating revenues (expenses) (516) Changes in assets and liabilities: (Increase) decrease in accounts receivable 166 (1,132) (Increase) decrease in transit system and storeroom inventories (215) (89) (Increase) decrease in prepaid expenses 913 433 Increase (decrease) in accounts payable (5,299) 4,730 Increase (decrease) in claims and judgments (533) (2,719) Increase (decrease) in self-insurance (517) 372 Increase (decrease) in pension 19,401 (4,325) Increase (decrease) in sick and vacation leave benefits payable (273) 34 Increase (decrease) in other accrued liabilities (472) 867 Increase (decrease) in other postemployment benefits 287 (6,101) Increase (decrease) in unearned revenue 500 (2,235)

Net cash provided by operating activities $ 210,019 $ 194,095

Noncash Investing, Capital and Financing Activities: Capital contributions included in accounts receivable $ 6,330 $ 13,753

Acquisition of capital assets included in accounts payable 19,487 17,917

Economic development loans receivable 11,176 11,669

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

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 43 FINANCIAL SECTION 88

DELAWARE RIVER PORT AUTHORITY

Other Postemployment Benefits Trust Combined Statements of Fiduciary Net Position December 31, 2019 and 2018 (amounts expressed in thousands)

2019 2018

Assets Investments $ 32,160 $ 31,107 Accrued interest receivable 1 4 9

Total assets 32,309 31,107

Liabilities Accrued liabilities Other 2 4 2 4

Total liabilities 2 4 2 4

Net Position Restricted for postemployment benefits other than pensions 32,285 31,083

Total net position $ 32,285 $ 31,083

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

44 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL 89 SECTION

DELAWARE RIVER PORT AUTHORITY

Other Postemployment Benefits Trust Combined Statements of Changes in Fiduciary Net Position For the Years Ended December 31, 2019 and 2018 (amounts expressed in thousands)

2019 2018

Additions Employer contributions $ 5,012 $ 10,3 66 Investment income (expenses) 1,298 399

Total additions 6,310 10,7 6 5

Deductions Benefit payments 5,012 5,366 Administrative expenses 96 82

Total deductions 5,108 5,448

Increase in Net Position 1,202 5,317

Net Position Restricted for Postemployment Benefits other than Pensions January 1 31,083 25,766

December 31 $ 32,285 $ 31,083

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

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 45 FINANCIAL SECTION 90

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (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 thirty (30) agencies in seventeen (17) states. Through December 31, 2019, customer participation in the E-ZPass electronic toll collection process exceeded seventy-five percent (75.3%) of its toll collection activity during rush hour periods. Toll revenues collected through E-ZPass are seventy-three percent (73%) 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.

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 Authorityʼs 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 activityʼs 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 Authorityʼs retirees. This fund is referred to as the “Other Postemployment Benefits (“OPEB”) Trust.

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 combined statements of cash flows. In addition, according to the various Indentures of Trust, which govern the flow and accounting of the Authorityʼs 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).

46 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL 91 SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (dollars expressed in thousands)

Note 1. Summary of Significant Accounting Policies (Continued)

Investment in Securities: Investments are stated at fair value, generally based on quoted market prices. Certain investments are maintained in connection with the Authorityʼs 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 is 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 workersʼ compensation claims through self-insurance programs and charges current operations for estimated claims to be paid (Note 14).

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 47 FINANCIAL SECTION 92

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (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 Employeesʼ 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.

Postemployment Benefits Other Than Pensions (“OPEB”): For purposes of measuring the net OPEB liability, deferred outflows of resources and deferred inflows of resources related to OPEB, and OPEB expense, information about the fiduciary net position of the Authorityʼs OPEB Trust and additions to/deductions from the OPEB Trust's fiduciary net position have been determined on the same basis as they are reported by the OPEB Trust. For this purpose, the OPEB Trust recognizes benefit payments 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 creditorʼs ability to pay. The Authority has established a loss reserve in the amount of $1,345 as of December 31, 2019 and 2018 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, and deferred outflows of resources and deferred inflows of resources that are attributable to the acquisition, construction, or improvement of those assets or related debt. 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, and general administrative expenses. Non-operating expenses principally include expenses attributable to the Authorityʼs interest on funded debt and economic development activities.

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

48 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL 93 SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (dollars expressed in thousands)

Note 1. Summary of Significant Accounting Policies (Continued)

Debt Management: Total outstanding bond debt reflected on the combined statements of net position is net of unamortized bond discounts and premiums (Note 12). Until December 18, 2018, the Authority had 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 variable-rate debt.

Derivative Instruments and the Related Companion Instruments: In 2000, the Authority entered into two (2) 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. These interest rate swap agreements were terminated in December 2018.

In addition, the Authority was a party to three forward delivery agreements during 2018; one related to its maintenance reserve and the other two related to debt service reserves for two separate bond issues. These forward delivery agreements allow the Authority to earn a guaranteed fixed rate of return over the life of the investments in both reserves. The Authority terminated one forward delivery agreement related to one of its debt service reserves and received a cash settlement payment in December 2018, thus leaving two forward delivery agreements remaining in 2019 (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. For the Revenue Bonds, 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 Authorityʼs 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 Trustee.

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, 2019 and 2018, in compliance with the bond indentures. These budgets became effective on January 1, 2020 and January 1, 2019, respectively.

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.

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 49 FINANCIAL SECTION 94

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (dollars expressed in thousands)

Note 1. Summary of Significant Accounting Policies (Continued)

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 is 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).

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 Authorityʼs deposits might not be recovered. The Authority does not have a deposit policy for custodial credit risk, however, the Authority has agreements with various banks where most of the deposits are collateralized or secured by U.S. Treasury notes or through a Federal Home Loan Bank Letter of Credit. As of December 31, 2019 and 2018, the Authorityʼs bank balances of $62,317 and $64,379 (including certificates of deposit of $30,988 and $20,506 classified as investments in the combined statements of net position), respectively, were exposed to custodial credit risk as follows:

2019 2018 Uninsured and uncollateralized 8,310$ 11,057$

Collateralized with securities held by the pledging financial institution in the Authority's name 52,111$ 51,426$

Note 3. Investment in Securities

Excluding the investments of the OPEB Trust, the Authorityʼs 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 (revised in 2018) or the Authorityʼs General Fund investment policy (for unrestricted investments), which was revised and became effective on March 15, 2019 (see reference below under Interest Rate Risk).

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 Authorityʼs investments at December 31, 2019 and 2018 totaled $784,210 and $691,913, respectively. These investments consisted of short- term investments, asset backed securities, commercial paper, corporate bonds and notes, U.S. federal agency notes and bonds, and U.S. government treasuries. All of the Authorityʼs investments are maintained in the Authorityʼs name, by a third-party financial institution acting as the Authorityʼs agent.

50 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL 95 SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (dollars expressed in thousands)

Note 3. Investment in Securities (Continued)

Custodial Credit Risk Related to Investments (Continued): As of December 31, 2019 and 2018, the Authority had the following investments:

Maturities Fair Value (months Hierarchy Investment average) Level * 2019 2018 Asset back securities 335.43 Level 1 80$ 85$ Commercial Paper 6.40 Level 1 10,436 52,809 Corporate bonds and notes 44.56 Level 1 48,735 47,425 Short-term investments 12.70 Level 1 621,609 504,271 U.S. federal agency notes and bonds 284.65 Level 1 2,142 7,938 U.S. government treasuries 40.68 Level 1 70,220 58,879 753,222 753,222 671,407 Certificates of deposits held at banks 30,988 20,506

Total 784,210$ 691,913$

* Level 1 inputs are quoted (unadjusted) prices 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.

The weighted average maturity of the Authorityʼs investment portfolio was 18.09 and 22.34 months as of December 31, 2019 and 2018, respectively.

The short-term investments primarily consist of money market funds and certificates of deposits with a maturity of greater than one year. 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 Authorityʼs new General Fund investment policy (approved by the Board in February 2019) 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 thirty-six (36) months, and the maximum effective duration of any individual security is not to exceed seven (7) 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 & Poorʼs Ratings or Moodyʼs 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 & Poorʼs Corporation.

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 51 FINANCIAL SECTION 96

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (dollars expressed in thousands)

Note 3. Investment in Securities (Continued)

Credit Risk (Continued): Guaranteed income contracts are collateralized by U.S. government and agency securities, and debt obligations having a rating in the highest rating category from Moodyʼs Investors Service or Standard & Poorʼs Rating Services. As of December 31, 2019, the following are the actual ratings by Standard & Poorʼs:

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

AAA 1,530$ AA+ 2,027 1,79 4$ AA 2$ 1,715 AA- 9,731 A+ 9,745 A- 10,911 A 9,322 BBB+ 3,730 Unrated $ 10,436 24 348 70,220$ 8 0$ 80$ $ 10,436 48,735$ $ 2,142 $ 70,220

As of December 31, 2019, the following are the actual ratings by Moodyʼs:

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

Aaa 2,544$ $ 1,794 69,221$ Aa1 1,200 Aa2 7,400 Aa3 8,113 A1 6,869 A2 2$ 10,567 A3 10,264 Baa1 1,755 C7 8 Unrated $ 10,436 23 348 999

8 0$ 80$ $ 10,436 48,735$ $ 2,142 $ 70,220

Concentration of Credit Risk: The Authorityʼs 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 or backed 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, 2019, more than 5% of the Authorityʼs investments are with Santander Bank commercial paper, much of which represents the forward delivery agreement for the 2012 PDP bonds. These investments represent 17% of the Authorityʼs total investments subject to credit risk.

52 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL 97 SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (dollars expressed in thousands)

Note 3. Investment in Securities (Continued) 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 Authorityʼs retirees. These contributions are invested by the Authority. Custodial Credit Risk Related to Investments: The Authorityʼs investments at December 31, 2019 and 2018 totaled $32,160 and $31,107, 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 Authorityʼs investments are maintained in the Authorityʼs name, by a third-party financial institution acting as the Authorityʼs agent. As of December 31, 2019 and 2018, the Authority had the following investments in the OPEB Trust: Maturities Fair Value (months Hierarchy Investment average) Level 2019 2018

Money market funds 0.03 Level 1 295$ 10,124$ Corporate bonds and notes 33.01 Level 1 6,944 4,877 U.S. federal agency notes and bonds 16.97 Level 1 1,597 U.S. government treasuries 30.16 Level 1 24,921 14,509

Total 32,160$ 31,107$

The weighted average maturity of the Authorityʼs investment portfolio was 30.50 and 21.08 months as of December 31, 2019 and 2018, respectively. Interest Rate Risk: The Authorityʼs investment policy for the OPEB Trust calls for investments predominately in fixed income assets (corporate bonds, US treasury and agency paper, totaling approximately 99% of the portfolio), with the remainder held in high quality money market securities. Credit Risk: As of December 31, 2019, the actual ratings by Moodyʼs for the OPEB Trust investments were as follows:

Corporate U.S. Actual Bonds Government Rating and Notes Treasuries

Aaa 601$ 24,921$ A a 1 6 3 1 Aa2 1,027 A a 3 9 8 7 A1 1,071 A2 2,450 A 3 1 7 7

6,944$ 6,944$ $ 24,921 Concentration of Credit Risk: As of December 31, 2019, more than 5% of the Authorityʼs investments were with the Federal Home Loan Mortgage Corporation and the Federal National Mortgage Association. These investments represent 11.54% and 13.12%, respectively, of the Authorityʼs OPEB Trust investments. DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 53 FINANCIAL SECTION 98

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (dollars expressed in thousands)

Note 4. Derivative Instruments

Forward Delivery Agreements

The Authority is a party to two (2) forward delivery agreements that were in effect as of December 31, 2019 and 2018. The forward delivery agreements require the counterparty financial institution (Bank of America) to deposit securities in the bond service fund, for both the Port District Project Bonds, Series 1999, and also for the maintenance reserve fund. The forward delivery agreements provide the Authority with a guaranteed rate of return for these funds. The securities that are deposited into these accounts are timed to meet scheduled debt service requirements, and to ensure that the Authority maintenance reserve requirement, as mandated by its Indentures of Trust (Note 11), is preserved.

“Eligible Securities” under the forward delivery agreements means “direct, full faith and credit-non-callable obligations of the United States of America; REFCORP Interest Strips, senior debt obligations issued by Fannie Mae or the Federal Home Loan Mortgage Corporation; and commercial paper which is rated “P- 1”by Moodyʼs and “A-1+” by S&P, and which matures not more than 270 days after the date of delivery.”

Objective and Terms of the Forward Delivery Agreements: The forward delivery agreements allow the Authority to earn a guaranteed fixed rate of return over the life of the investments. These agreements are utilized by the Authority to earn a rate of return in excess of a rate that would otherwise be feasible by investing in securities with a shorter term.

The general terms of each agreement are set forth in the table below:

Effective Date of Termination Scheduled Guaranteed Fair Value * Agreement Date Amount Rate 2019 2018

Series 1999 port district project bonds 12/22/99 01/01/26 $ 10,436 5.92% 2,310$ 1,780$ bond service fund Maintenance reserve fund 12/22/99 01/01/26 3,000 4.90% 5 0 5 3 4 0

2,815$ 2,815$ 2,120$

* Level 3 inputs are unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities.

Fair Value: The fair value of each forward delivery agreement is based on the value of the future discounted cash flows expected to be received over the life of the agreement relative to an estimate of discounted cash flows that could be received over the same term based on current market conditions. The fair values of the forward delivery agreements are classified as a noncurrent asset. As the forward delivery agreements are effective hedging instruments, the offsetting balances are reflected as deferred inflows of resources.

Credit Risk: Credit risk is the risk that the counterparty will not fulfill its obligations. Under the terms of the forward delivery agreements, the Authority is either holding cash or an approved security within certain bond service funds or the maintenance reserve fund. None of the principal amount of an investment under the forward delivery agreements is at risk to the credit of the counterparty. Should the counterparty default, the Authorityʼs maximum exposure is the positive termination value, if any, related to these agreements.

Interest Rate Risk: Interest rate risk is the risk that changes in interest rates will adversely affect the fair values of the Authorityʼs financial instruments or cash flows. The fair values of the forward delivery agreements are expected to fluctuate over the life of the agreements in response to changes in interest rates. The Authority does not have a formally adopted policy related for interest rate risk on the forward delivery agreements. 54 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL 99 SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (dollars expressed in thousands)

Note 4. Derivative Instruments (Continued)

Forward Delivery Agreements (Continued)

Termination Risk: The Authority or the counterparty may terminate the forward delivery agreements if the other party fails to perform under the terms of the contract. If the forward delivery agreements have a negative fair value at the time of termination, the Authority would be liable to the counterparty for a payment equivalent to the fair value of the instrument at the time of termination.

Note 5. Accounts Receivable

Accounts receivable for December 31, 2019 and December 31, 2018 are as follows:

2019 2018 Reimbursements from governmental agencies - Federal Transit Administration 5,421$ 12,457$ Reimbursements from other governmental agencies 1,601 1,689 Development projects 3,500 3,500 E-ZPass bridge tolls from other agencies 7,378 6,654 Other 777 1,794

Gross receivables 18,677 26,09 4 Less: allowance for uncollectibles (3,500) (3,500 )

Net total receivables 15,177$ 22,5 9 4$

Note 6. Changes in Long-Term Liabilities

Long-term liability activity for the year ended December 31, 2019 is as follows:

Beginning Ending Due within Balance Increases Decreases Balance 1 Year Bonds payable 1999 Port District Project Bonds $ 11,250 $ (4,920) $ 6,330 5,295$ 2012 Port District Project Refunding Bonds 122,425 (6,975) 115,450 7,320 2013 Revenue Bonds 476,585 476,585 2018 Revenue Bonds 700,505 700,505 55,725 Issuance discounts/premiums 106,707 (15,588) 91,119 Total bonds payable 1,417,472 - (27,483) 1,389,989 68,340 Other liabilities Claims and judgments 1,368 $ 549 (1,082) 835 584 Self-insurance 4,746 1,945 (2,462) 4,229 2,749 Sick and vacation leave 4,567 4,932 (5,205) 4,294 2,491 Net pension liability 144,357 77,265 (38,766) 182,856 Unearned revenue 6,546 23,875 (23,375) 7,046 6,080 Other postemployment benefits 82,513 17,603 (5,012) 95,104 $ 1,661,569 $ 126,169 $ (103,385) $ 1,684,353 80,244$

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 55 FINANCIAL SECTION 100

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (dollars expressed in thousands)

Note 6. Changes in Long-Term Liabilities (Continued) Long-term liability activity for the year ended December 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 (232,015) 2010 Revenue Refunding Bonds 272,795 (272,795) 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 2018 Revenue Bonds $ 700,505 700,505 Issuance discounts/premiums 20,156 89,069 (2,518) 106,707 Total bonds payable 1,454,821 789,574 (826,923) 1,417,472 11,895 Other liabilities Claims and judgments 4,087 259 (2,978) 1,368 821 Self-insurance 4,374 2,499 (2,127) 4,746 1,898 Sick and vacation leave 4,533 11,541 (11,507) 4,567 2,740 Net pension liability 153,804 44,893 (54,340) 144,357 Unearned revenue 8,781 21,600 (23,835) 6,546 5,579 Other postemployment benefits 14,479 78,401 (1) (10,366) 82,513 Premium payment payable - derivative companion instrument 17,613 5,743 (23,356) (2) Derivative instrument - interest rate swap 63,303 (63,303) (3)

$ 1,725,795 $ 954, 510 $ (1,018,735) $ 1,661,569 22,933$

(1) includes January 1, 2018 cumulative effect adjustment of $74,136 for implementation of GASBS No. 75.

(2) includes termination payments of $19,892. (3) includes termination payments of $43,909. Note 7. Investment in Facilities Capital assets for the year ended December 31, 2019 were as follows: Beginning Ending Balance Increases Decreases Balance Capital assets not being depreciated Land $ 74,076 $ (17) $ 74,059 Construction in progress 418,117 106,052$ (4,874) 519,295 Total capital assets not being depreciated 492,193 106,052 (4,891) 593,354 Capital assets being depreciated Bridges and related building and equipment 1,386,348 6,068 (21,034) 1,371,382 Transit property and equipment 781,632 11,096 (22,863) 769,865 Port enhancements 6,703 6,703 Total capital assets being depreciated 2,174,683 17,164 (43,897) 2,147,950 Less: accumulated depreciation for: Bridges and related building and equipment (671,885) (53,191) 21,036 (704,040) Transit property and equipment (330,042) (24,920) 22,843 (332,119) Port enhancements (5,613) (254) (5,867) Total accumulated depreciation (1,007,540) (78,365) 43,879 (1,042,026) Total capital assets being depreciated, net 1,167,143 (61,201) (18) 1,105,924 Total capital assets, net $ 1,659,336 44,851$ $ (4,909) $ 1,699,278

56 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL 101 SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (dollars expressed in thousands)

Note 7. Investment in Facilities (Continued)

Capital assets for the year ended December 31, 2018 were as follows:

Beginning Ending Balance Increases Decreases Balance

Capital assets not being depreciated Land $ 74,076 $ 74,076 Construction in progress 576,699 119,761$ $ (278,343) 418,11 7 Total capital assets not being depreciated 650,775 119,761 (278,343) 492,19 3

Capital assets being depreciated Bridges and related building and equipment 1,168,737 217,61 1 1 ,386,348 Transit property and equipment 672,883 109,307 (558) 781,632 Port enhancements 6 , 7 0 3 6,703 Total capital assets being depreciated 1,848,323 326,91 8 ( 5 5 8 ) 2 ,174,683 Less: accumulated depreciation for: Bridges and related building and equipment (624,159) (47,726) (671,885) Transit property and equipment (306,792) (23,808) 558 (330,042) Port enhancements (5,331) (282) (5,613) Total accumulated depreciation (936,282) (71,816) 558 (1,007,540) Total capital assets being depreciated, net 912,041 255,102 - 1,167,143 Total capital assets, net $ 1,562,816 374,863$ $ (278,343) $ 1,659,336

Total depreciation expense for the years ended December 31, 2019 and 2018 was $78,365 and $71,816, respectively.

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 Employeesʼ Retirement System (“SERS”), the State of New Jersey Public Employeesʼ Retirement System (“PERS”), or the Teamsters Pension Plan of Philadelphia and Vicinity.

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 57 FINANCIAL SECTION 102

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (dollars expressed in thousands)

Note 9. Pension Plans (Continued)

General Information about the Plans

Plan Descriptions

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

State of New Jersey Public Employees' Retirement System: The Public Employees' Retirement System (“PERS”) is the administrator of a cost-sharing multiple-employer defined benefit pension plan established by the State of New Jersey (“State”) which was established as of January 1, 1955 under the provisions of N.J.S.A. 43:15A. The PERSʼ designated purpose is to provide retirement, death, disability, and medical benefits to certain qualified members. Membership in the PERS is mandatory for some full-time employees of the Authority, provided the employee is not required to be a member of another state-administered retirement system or other state pensions fund or local jurisdictionʼs pension fund. The PERSʼ Board of Trustees is primarily responsible for the administration of the PERS.

The State of New Jersey Public Employeesʼ 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.

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 cost sharing multiple-employer defined benefit 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, and is not a state or local governmental pension plan. 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.

58 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL 103 SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (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 (Continued): 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 Employeesʼ 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 employeeʼs accumulated contributions less the amount of pension payments that the employee received, the present value of the employeesʼ 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.

State of New Jersey Public Employeesʼ Retirement System: The vesting and benefit provisions are set by N.J.S.A. 43:15A. 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

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 59 FINANCIAL SECTION 104

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (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 Employeesʼ Retirement System (Continued): 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 with 25 years or more of service credit before age 62, 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 employeeʼs 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 employerʼs 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, 2019, 2018, and 2017, the Authority had 203, 218, and 212 employees, respectively, covered by the Fund.

Contributions

Pennsylvania State Employeesʼ Retirement System: The contribution requirements of plan members and the Authority are established and amended by the Pennsylvania State Employeesʼ Retirement System Board. As of January 1, 2011, employeesʼ contribution rates range from 5% to 9.3% of their gross earnings depending on their plan selection.

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.

60 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL 105 SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (dollars expressed in thousands)

Note 9. Pension Plans (Continued)

General Information about the Plans (Continued)

Contributions (Continued)

Pennsylvania State Employeesʼ Retirement System (Continued): The Authorityʼs contractually required contribution rate for the years ended December 31, 2019 and 2018 was 30.78% and 31.27%, respectively, of the Authorityʼs covered payroll, and the Authorityʼs contractually required quarterly contributions to the pension plan for 2019 and 2018 totaled $16,663 (includes $12,052 of accrued pension liability) and $16,395 (includes $4,557 of accrued pension liability), respectively. Employee contributions to the plan during 2019 and 2018 were $3,593 and $3,444, respectively.

State of New Jersey Public Employeesʼ Retirement System: The contribution policy is set by N.J.S.A. 43:15A and requires contributions by active members and contributing employers. 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 7 years beginning in July 2012. The member contribution rate was 7.34% in State fiscal year 2018. The phase-in of the additional incremental member contribution rate takes place in July of each subsequent State fiscal year. Employers' contribution are based on an actuarially determined amount, which includes the normal cost and unfunded accrued liability.

The Authorityʼs contractually required contribution rate for the years ended December 31, 2019 and 2018 was 12.37% and 13.02%, respectively, of the Authorityʼs 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 Authorityʼs contractually required contributions to the pension plan for the years ended December 31, 2019 and 2018 were $106 and $101, which is and was due on April 1, 2020 and April 1, 2019, respectively. Employee contributions to the plan during 2019 and 2018 were $66 and $59, respectively.

Teamsters Pension Plan of Philadelphia and Vicinity: The employerʼs contribution requirements are determined under the terms of one Collective Bargaining Agreement (“CBA”) in force. The CBA between Port Authority Transit Corporation (“PATCO”) and Teamsters Local 676 (“Teamsters”) expired December 31, 2017. PATCO and Teamsters subsequently entered into an Agreement executed by PATCO on July 23, 2018. That Agreement extended the CBA without change and provided that PATCO will continue to make contributions to the Teamsters Health and Welfare Fund of Philadelphia and Vicinity and the Teamsters Pension Trust Fund of Philadelphia and Vicinity in the same manner and method as set forth in the CBA at the contribution rates established by the Trustees of the respective Funds, increasing effective June 1, 2018 and August 1, 2018, respectively, subject to increases on a yearly basis, until such time as a new CBA is reached or either party terminates the Agreement. During 2019, the Authority was required to and did contribute twenty-nine dollars and twenty-four cents ($29.24) per day from January 1 through June 30, and thirty dollars and seventy cents ($30.70) per day from July 1 through December 31 for each PATCO participating employee. For the 2018 year, the Authority was required to and did contribute twenty-seven dollars and eighty-four cents ($27.84) per day from January 1 through June 30, and twenty-nine dollars and twenty-four cents ($29.24) per day, from July 1 through December 31 for each PATCO participating employee. The Authorityʼs contributions totaled 9.27%, 9.55%, and 11.36% of covered payroll in 2019, 2018 and 2017, respectively.

The employees of the Authority do not contribute to the Fund. The Authority contributed $1,474, $1,378, and $1,299 in 2019, 2018 and 2017, respectively, which represented 100% of the required contributions for the aforementioned years.

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 61 FINANCIAL SECTION 106

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (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

Pennsylvania State Employeesʼ Retirement System: At December 31, 2019, the Authorityʼs proportionate share of the SERS net pension liability was $180,903. The net pension liability was measured as of December 31, 2018, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of December 31, 2018. The Authorityʼs proportion of the net pension liability was based on a projection of the Authorityʼs long-term share of contributions to the pension plan relative to the projected contributions of all participating employers, actuarially determined. For the December 31, 2018 measurement date, the Authorityʼs proportion was .86842839%, which was an increase of .04515274% from its proportion measured as of December 31, 2017.

At December 31, 2018, the Authorityʼs proportionate share of the SERS net pension liability was $142,358. The net pension liability was measured as of December 31, 2017, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of December 31, 2017. The Authorityʼs proportion of the net pension liability was based on a projection of the Authorityʼs long-term share of contributions to the pension plan relative to the projected contributions of all participating employers, actuarially determined. For the December 31, 2017 measurement date, the Authorityʼs proportion was .82327565%, which was an increase of .03313629% from its proportion measured as of December 31, 2016.

At December 31, 2019 and 2018, the Authorityʼs proportionate share of the SERS pension expense, calculated by the Plan as of the December 31, 2018 and 2017 measurement dates, was $28,225 and $20,750, respectively.

State of New Jersey Public Employeesʼ Retirement System: At December 31, 2019, the Authorityʼs proportionate share of the PERS net pension liability was $1,953. The net pension liability was measured as of June 30, 2019, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of July 1, 2018. The total pension liability was calculated using updated procedures to roll forward from the actuarial valuation date to the measurement date of June 30, 2019. The Authorityʼs proportion of the net pension liability was based on a projection of the Authorityʼs long-term share of contributions to the pension plan relative to the projected contributions of all participating employers, actuarially determined. For the June 30, 2019 measurement date, the Authorityʼs proportion was .0108401779%, which was an increase of .0006893442% from its proportion measured as of June 30, 2018.

At December 31, 2018, the Authorityʼs proportionate share of the PERS net pension liability was $1,999. The net pension liability was measured as of June 30, 2018, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of July 1, 2017. The total pension liability was calculated using updated procedures to roll forward from the actuarial valuation date to the measurement date of June 30, 2018. The Authorityʼs proportion of the net pension liability was based on a projection of the Authorityʼs long-term share of contributions to the pension plan relative to the projected contributions of all participating employers, actuarially determined. For the June 30, 2018 measurement date, the Authorityʼs proportion was .0101508337%, which was an increase of .0031910460% from its proportion measured as of June 30, 2017.

At December 31, 2019 and 2018, the Authorityʼs proportionate share of the PERS pension expense, calculated by the Plan as of the June 30, 2019 and 2018 measurement dates, was $136 and $126, respectively.

62 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL 107 SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (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

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 yearʼs pension expense, using a systematic and rational method over a closed period.

At December 31, 2019, 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 $ 2,715 35$ $ 2,750 $ 1,960 9$ $ 1,969

Changes of assumptions 4,820 195 5,015 678 678 Net difference between projected and actual earnings on pension plan investments 17,601 - 17,601 - 3 1 3 1

Differences between employer contributions and proportionate share of contributions 1 2 - 12 1,257 - 1 , 2 5 7 Changes in proportion 10,896 790 11,686 815 1 1 6 9 3 1

Employer contributions subsequent to the measurement date 16,392 53 16,445 - - - $ 52,436 1,073$ $ 53,509 $ 4,032 834$ $ 4,866

At December 31, 2018, 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 $ 2,407 38$ $ 2,445 $ 2,703 10$ $ 2,713

Changes of assumptions 7,127 329 7,456 - 639 639

Net difference between projected and actual earnings on pension plan investments - - - 5,660 1 9 5 , 6 7 9

Differences between employer contributions and proportionate share of contributions 1 7 - 17 630 - 6 3 0

Changes in proportion 6,499 877 7,376 1,452 312 1,764

Employer contributions subsequent to the measurement date 16,232 50 16,282 - - - $ 32,282 1,294$ $ 33,576 $ 10,445 980$ $ 11,425

At December 31, 2019, $16,392 and $53 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, 2020. These contributions were made by the Authority to the respective pension plans after the measurement date to satisfy the pension plansʼ net pension liability, but before the end of the financial statement period for the Authority.

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 63 FINANCIAL SECTION 108

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (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)

For SERS, this amount was based on actual contributions made during 2019, which was subsequent to the measurement date of December 31, 2018. For PERS, the amount was based on an estimated April 1, 2021 contractually required contribution, prorated from the pension planʼs measurement date of June 30, 2019 to the Authorityʼs year-end of December 31, 2019.

At December 31, 2018, $16,232 and $50 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, 2019. These contributions were made by the Authority to the respective pension plans after the measurement date to satisfy the pension planʼs 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 2018, which was subsequent to the measurement date of December 31, 2017. For PERS, the amount was based on an estimated April 1, 2020 contractually required contribution, prorated from the pension plans measurement date of June 30, 2018 to the Authorityʼs year-end of December 31, 2018.

The components of deferred outflows of resources and deferred inflows of resources for SERS and PERS are amortized into pension expense over the number of years in the table that follows. The years of amortization are based on a closed period for the December 31, 2018 and June 30, 2019 measurement periods, respectively, which reflect the weighted average remaining service life of all SERS and PERS members, beginning the year in which the deferred amount occurs.

SERS PERS

Deferred Deferred Deferred Deferred Outflows of Inflows of Outflows of Inflows of Resources Resources Resources Resources

Net difference between projected and actual earnings on pension plan investments 2019 5.00 2018 5 . 0 5.00 2017 5 . 0 5.00 2016 5 . 0 5.00 2015 5 . 0 5.00 2014 5 . 0

Differences between expected and actual experience 2019 5 . 2 1 2018 5 . 3 5 . 6 3 2017 5 . 2 5 . 4 8 2016 5 . 2 5 . 5 7 2015 5 . 2 5 . 7 2 2014 5 . 6

Changes of assumptions 2019 5 . 2 1 2018 5 . 6 3 2017 5 . 4 8 2016 5 . 2 5 . 5 7 2015 5 . 2 5 . 7 2 2014 6 . 4 4

64 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL 109 SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (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, 2018 for SERS and June 30, 2019 for PERS that will be recognized in pension expense in future periods are as follows:

Year Ending Dec. 31 SERS PERS Total

2020 11,775$ 68$ 11,843$ 2021 6,6 8 8 5 5 6 , 7 4 3 2022 5,1 6 8 3 2 5 , 2 0 0 2023 7,9 1 8 3 4 7 , 9 5 2 2024 4 6 3 ( 3 ) 4 6 0

Totals 32,012$ 186$ 32,198$

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, 2019, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of July 1, 2018. 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, 2019.

The actuarial valuations for the year ended December 31, 2019 used the following actuarial assumptions applied to all periods included in the measurement dates of December 31, 2018 for SERS and June 30, 2019 for PERS:

SERS PERS

Inflation 2.60% 2.75%

Projected salary increases average of 5.60% with range of 3.70% - 8.90% 2.00% - 6.00% based on years of service (through 2026) including inflation 3.00% - 7.00% based on years of service (thereafter)

Investment rate of return 7.25% 7.00%

Mortality rate table projected RP-2000 mortality tables adjusted for Pub-2010 mortality tables adjusted for actual actual plan experience and future improvement plan experience and future improvements

Period of actuarial experience 2011 - 2015 July 1, 2014 - June 30, 2018 study upon which actuarial assumptions were based

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 65 FINANCIAL SECTION 110

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (dollars expressed in thousands)

Note 9. Pension Plans (Continued)

Actuarial Assumptions (Continued)

The actuarial valuations for the year ended December 31, 2018 used the following actuarial assumptions applied to all periods included in the measurement dates of December 31, 2017 for SERS and June 30, 2018 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

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, 2018 for SERS and June 30, 2019 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 / cash equivalents3.00% 0.00% 5.00% 2.00% Emerging markets equity 6.50% 11.37% Fixed income 11.00% 1.26% Global public equity 48.00% 5.15% High yield 2.00% 5.37% Investment grade credit 10.00% 4.25% Multi-Strategy 10.00% 4.44% Non-U.S. developed markets equity 12.50% 9.00% Private credit 6.00% 7.92% Private equity 16.00% 7.25% 12.00% 10.85% Real assets 2.50% 9.31% Real estate (property) 12.00% 5.26% 7.50% 8.33% Risk mitigation strategies 3.00% 4.67% U.S. equity 28.00% 8.26% U.S. treasuries 5.00% 2.68% Total 100.00% 100.00%

66 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL 111 SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (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, 2017 for SERS and June 30, 2018 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

Buyouts/venture capital 8.25% 13.08% Cash / cash equivalents3.00% -0.25% 5.50% 1.00% Credit oriented hedge funds 1.00% 6.60% Debt Related Private Equity 2.00% 10.63% Debt Related Real Estate 1.00% 6.61% Emerging markets equity 6.50% 11.64% Equity Related Real Estate 6.25% 9.23% Fixed income 14.00% 1.63% Global diversified credit 5.00% 7.10% Global public equity 43.00% 5.30% High yield 2.50% 6.82% Investment grade credit 10.00% 3.78% Multi-Strategy 12.00% 5.10% Non-U.S. developed markets equity 11.50% 9.00% Private equity 16.00% 8.00% Private real estate 2.50% 11.83% Real estate (property) 12.00% 5.44% Risk mitigation strategies 5.00% 5.51% U.S. equity 30.00% 8.19% U.S. treasuries 3.00% 1.87%

Total 100.00% 100.00%

Discount Rate: The discount rate used to measure the total pension liability at December 31, 2018 and 2017 for SERS was 7.25%. 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, 2019 and 2018 for PERS was 6.28% and 5.66%, respectively. These single blended discount rates were based on the long-term expected rate of return on pension plan investments of 7.00%, and a municipal bond rate of 3.50% and 3.87%, as of June 30, 2019 and 2018, 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 plan members will be made at the current member contribution rates and that contributions from employers will be made based on 100% of actuarial determined contributions.

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 67 FINANCIAL SECTION 112

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (dollars expressed in thousands)

Note 9. Pension Plans (Continued)

Actuarial Assumptions (Continued)

Discount Rate (Continued): Based on those assumptions, the planʼs fiduciary net position was projected to be available to make projected future benefit payments of current plan members through June 30, 2057; therefore, the long-term expected rate of return on plan investments was applied to projected benefit payments through June 30, 2057 and the municipal bond rate was applied to projected benefit payments after that date in determining the total pension liability.

Sensitivity of Authorityʼs Proportionate Share of Net Pension Liability to Changes in the Discount Rate

Pennsylvania State Employeesʼ Retirement System: The following presents the Authorityʼs proportionate share of the net pension liability at the Planʼs measurement date of December 31, 2018 and December 31, 2017, calculated using a discount rate of 7.25%, as well as what the Authorityʼs 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, 2019

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, 2018 $ 222,134 $ 180,903 $ 145,570

December 31, 2018

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, 2017 $ 180,697 $ 142,358 $ 109,517

State of New Jersey Public Employeesʼ Retirement System: The following presents the Authorityʼs proportionate share of the net pension liability at the Planʼs measurement date of June 30, 2019 and June 30, 2018, calculated using a discount rate of 6.28% for June 30, 2019 and 5.66% for June 30, 2018, as well as what the Authorityʼs 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, 2019

1% Decrease Current Discount 1% Increase 5.28% Rate 6.28% 7.28%

Authority's proportionate share of the net pension liability - measurement date June 30, 2019 $ 2,467 $ 1,953 $ 1,520

68 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL 113 SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (dollars expressed in thousands)

Note 9. Pension Plans (Continued) Sensitivity of Authorityʼs Proportionate Share of Net Pension Liability to Changes in the Discount Rate (Continued) State of New Jersey Public Employeesʼ Retirement System (Continued): December 31, 2018

1% Decrease Current Discount 1% Increase 4.66% Rate 5.66% 6.66%

Authority's proportionate share of the net pension liability - measurement date June 30, 2018 $ 2,513 $ 1,999 $ 1,567 Note 10. Postemployment Healthcare Plan (“OPEB”) General Information about the OPEB Plan Plan Description: The Authorityʼs defined benefit OPEB plan (“Plan”) provides OPEB for all permanent full- time employees of the Authority hired prior to January 1, 2007. The Plan is a single-employer defined benefit OPEB plan administered by the Authority. The Authorityʼs Board of Commissioners (“Commissioners”) establish and amend the benefit terms of the Plan. The Plan does not issue a stand- alone financial report.

Benefits Provided: The Plan provides medical, including prescription drug coverage, and life insurance benefits for retirees and their dependents. Benefits are provided through a third-party insurer, and the full cost of the benefits is covered by the Plan, along with retiree contributions.

Employees Covered by Benefit Terms: Based on the January 1, 2018 actuarial valuation, the following employees were covered by the benefit terms:

Inactive plan members or beneficiaries currently receiving benefit payments 7 4 4

Inactive plan members entitled to but not yet receiving benefit payments 2 Active plan members 4 4 0

1,186 1,186

The Plan is closed to new entrants. Employees hired after January 1, 2007 are not eligible for retirement benefits.

Contributions: The contribution requirements of plan members and the Authority are established, and amended, by the Commissioners. For the years ended December 31, 2019 and 2018, the Authorityʼs average contribution rate was 15.19% and 31.43%, respectively, of covered-employee payroll. Total contributions to the Plan by the Authority during 2019 and 2018 were $5,012 and $10,366, respectively. Contributions for 2019 and 2018 by plan members receiving benefits for medical and prescription ranged from $10.00 to $837.31 per month depending on the plan type and coverage selected.

Net OPEB Liability The Authorityʼs net OPEB liability measurement date of December 31, 2019 was rolled forward from the total OPEB liability used to calculate the net OPEB liability determined by the actuarial valuation as of January 1, 2018.

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 69 FINANCIAL SECTION 114

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (dollars expressed in thousands)

Note 10. Postemployment Healthcare Plan (“OPEB”) (Continued) Actuarial Assumptions: The total OPEB liability in the January 1, 2018 actuarial valuation was determined using the following actuarial assumptions, applied to all periods included in the measurement, unless otherwise specified: Salary increase 3.5 percent Healthcare cost trend rates The following assumptions are used for annual healthcare cost inflation (trend):

Year Pre-65 Post 65

Year 1 Trend January 1, 2020 8.0% 8.0% Ultimate Trend January 1, 2026 & Later 5.0% 5.0% Grading Per Year 0.5% 0.5% Mortality rates were based on the RP 2014 Healthy Male and Female Tables that are based on the Employee and Healthy Annuitant Tables for both pre & post retirement projected with mortality improvement using the most current Society of Actuaries Mortality Improvement Scale MP-2018. The OPEB Plan fiduciary net position was projected with an investment return of 2.9% and 3.8% for the years ended December 31, 2019 and 2018, respectively. Discount Rate: The discount rate used to measure the total OPEB liability as of December 31, 2019 was 2.9%. This discount rate was based on the prescribed discount interest rate methodology under GASBS No. 75 using an average of three 20-year bond indices (e.g., Bond Buyer-20 Bond GO - 2.74%, S&P Municipal Bond 20 Year High Grade Rate Index - 3.26%, and Fidelity GA AA 20 Years - 2.75%). The discount rate used to measure the total OPEB liability as of December 31, 2018 was 2.8%. This discount rate was based on the prescribed discount interest rate methodology under GASBS No. 75 using an average of three 20-year bond indices (e.g., Bond Buyer-20 Bond GO - 4.09%, S&P Municipal Bond 20 Year High Grade Rate Index - 3.64%, and Fidelity GA AA 20 Years - 3.71%). The projection of cash flows used to determine the discount rates assumed that Authority contributions would be made at rates equal to the actuarial determined contribution rates. Based on those assumptions, the OPEB Planʼs fiduciary net position was projected to be available to make all projected OPEB payments for current active and inactive employees assuming that such payments are paid separate from the OPEB Plan fiduciary fund. Therefore, the long-term expected rate of return on OPEB Plan investments was applied to all periods of projected benefit payments to determine the total OPEB liability. Changes in the Net OPEB Liability Plan Total OPEB Fiduciary Net OPEB Liability Net Position Liability (a) (b) (a) - (b) Balances at January 1, 2019 113,596$ $ 31,083 82,513$ Changes for the year: Service cost 389 389 Interest 3,650 3,650 Differences between expected and actual experience 14,766 14,766 Contributions - employer: Pay-as-you-go costs 5,012 (5,012) Net investment income 1,298 (1,298) Benefit payments (5,012) (5,012) Administrative expense (96) 96

Net changes 13,793 1,202 12,591 Balances at December 31, 2019 $ 127,389 $ 32,285 $ 95,104

70 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL 115 SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (dollars expressed in thousands)

Note 10. Postemployment Healthcare Plan (“OPEB”) (Continued)

Changes in the Net OPEB Liability (Continued)

Plan Total OPEB Fiduciary Net OPEB Liability Net Position Liability (a) (b) (a) - (b)

Balances at January 1, 2018 114,380$ $ 25,766 8 8 , 6 1 4$ Changes for the year: Service cost 337 337 Interest 4,245 4,245 Contributions - employer: Pay-as-you-go costs 5,366 (5,366) Plan funding 5,000 (5,000) Net investment income 399 (399) Benefit payments (5,366) (5,366) Administrative expense (82) 82

Net changes (784) 5,317 (6,101)

Balances at December 31, 2018 $ 113,596 $ 31,083 $ 82,513

Sensitivity of the Net OPEB Liability to Changes in the Discount Rate: The following presents the net OPEB liability of the Authority as well as what the Authorityʼs net OPEB liability would be if it were calculated using a discount rate of 2.9% and 3.8% for December 31, 2019 and 2018, respectively, that is 1-percentage-point lower or 1-percentage-point higher than the aforementioned discount rates used:

December 31, 2019

1% Decrease Discount Rate 1% Increase (1.90%) (2.90%) (3.90%)

Net OPEB liability $ 115,049 $ 95,104 $ 79,151

December 31, 2018

1% Decrease Discount Rate 1% Increase (2.80%) (3.80%) (4.80%)

Net OPEB liability $ 99,118 $ 82,513 $ 69,127

Sensitivity of the Net OPEB Liability to Changes in the Healthcare Cost Trend Rates: The following presents the net OPEB liability of the Authority, as well as what the Authorityʼs net OPEB liability would be if it were calculated using healthcare cost trend rates that are 1-percentage-point lower (2.80% decreasing to 4.5%) or 1-percentage-point higher (4.80% decreasing to 6.5%) than the current healthcare cost trend rates:

December 31, 2019

Trend Rate Current Valuation Trend Rate Less 1% Discount Rate Plus 1%

Net OPEB liability $ 77,377 $ 95,104 $ 117,604

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 71 FINANCIAL SECTION 116

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (dollars expressed in thousands)

Note 10. Postemployment Healthcare Plan (“OPEB”) (Continued)

Sensitivity of the Net OPEB Liability to Changes in the Healthcare Cost Trend Rates (Continued):

December 31, 2018

Trend Rate Current Valuation Trend Rate Less 1% Discount Rate Plus 1%

Net OPEB liability $ 68,414 $ 82,513 $ 100,157

OPEB Expense and Deferred Outflows of Resources and Deferred Inflows of Resources Related to OPEB

For the years ended December 31, 2019 and 2018, the Authority recognized OPEB expense of $5,298 and $4,264, respectively. At December 31, 2019, the Authority reported deferred outflows of resources related to OPEB from the changes in assumptions of $12,304. No deferred inflows of resources were reported.

Since 2018 was the first year of implementation of GASBS No. 75, there were no actuarial calculated deferred outflows of resources or deferred inflows of resources related to OPEB liabilities.

Amounts reported as deferred outflows of resources related to OPEB will be recognized in OPEB expense as follows: Year Ending Dec. 31

2020 2,461$ 2021 2,461 2022 2,461 2023 2,461 2024 2,460

Totals 12,304$

Payable to the OPEB Plan

At December 31, 2019 and 2018, there were no payables reported to the OPEB Plan.

Note 11. Indentures of Trust

The Authorityʼs outstanding Revenue Bonds are subject to the provisions of the following Indentures, and Supplemental Indentures, of Trust: Revenue Refunding Bonds of 1998, dated July 1, 1998; the 2013 Revenue Bonds, dated December 1, 2013, and the 2018 Revenue and Revenue Refunding Bonds, dated December 18, 2018 (collectively the “Bond Resolution”).

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”).

72 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL 117 SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (dollars expressed in thousands)

Note 11. Indentures of Trust (Continued)

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

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 73 FINANCIAL SECTION 118

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt

Total Outstanding Funded Debt: At December 31, 2019, the Authority had $1,389,989 in Revenue, Revenue Refunding, and Port District Project and Project Refunding Bonds outstanding, consisting of bonds issued in 1999, 2012, 2013, and 2018. The 1999 Port District Project Bonds were issued pursuant to an Indenture of Trust dated December 1, 1999. 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. The 2018 Revenue and Revenue Refunding Bonds were issued pursuant to a Fourteenth Supplemental Indenture dated December 18, 2018.

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.

The 1999 Port District Project Bonds (Series A) outstanding at December 31, 2019 are as follows:

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

Total par value of 1999 Port District Project Bonds 6,330$

74 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL 119 SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (dollars expressed in thousands)

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

1999 Port District Project Bonds (Continued):

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.

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, Port District Project Bonds, Series B of 1999, and Port District Project Bonds, Series A of 2001.

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.

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 75 FINANCIAL SECTION 120

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (dollars expressed in thousands)

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

2012 Port District Project Refunding Bonds (Continued):

Redemption Provisions (Continued):

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.

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, 2019 are as follows:

Maturity Date Interest Principal Maturity Date Interest Principal (January 1) Rate/Yield Amount (January 1) Rate/Yield Amount

2020 5.00% 7,320$ 2023 5.00% 14,545$ 2021 5.00% 12,350 2024 5.00% 15,520 2022 5.00% 14,085 2025 5.00% 16,300 2023 3.00% 240 2026 5.00% 17,115 2027 5.00% 17,975

Total par value of 2012 Port District Project Refunding Bonds 115,450 Add: unamortized bond premium 7,281

Total 2012 Port District Project Refunding Bonds, net 122,731$

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, 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.

76 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL 121 SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (dollars expressed in thousands)

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

2013 Revenue Bonds (Continued): The 2013 Revenue Bonds were issued pursuant to the Compact, the New Jersey Act, the Pennsylvania Act 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., as 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 Authorityʼs 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.

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, 2019 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 8 , 3 7 1 Total 2013 Revenue Bonds, net 484,956$

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 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 77 FINANCIAL SECTION 122

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (dollars expressed in thousands)

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

2018 Revenue Bonds: On December 18, 2018, the Delaware River Port Authority issued its Revenue Bonds, Series of 2018, totaling $700,505, consisting of: its Revenue Bonds, Series A of 2018 in the aggregate principal amount of $273,475, its Revenue Refunding Bonds, Series B of 2018 (the “2018B Revenue Refunding Bonds”) in the aggregate principal amount of $404,060, and its Revenue Bonds, Series C of 2018 (Federally Taxable) (the “2018C Revenue Bonds) in the aggregate principal amount of $22,970, and together with the 2018A Revenue Bonds, the 2018B Revenue Refunding Bonds, and the 2018C Revenue Bonds collectively called the “2018 Revenue Bonds”. The 2018 Revenue Bonds were issued by means of a book-entry-only system evidencing ownership and transfer of 2018 Revenue Bonds on the records of The Depository Trust Company, New York, New York, and its participants. Interest on the 2018 Revenue Bonds is payable semi-annually on January 1 and July 1 of each year commencing July 1, 2019.

The 2018 Revenue Bonds were issued pursuant to the Compact, the New Jersey Act, the Pennsylvania Act 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, National Association, as trustee, as heretofore amended and supplemented from time to time, including as amended and supplemented by a Fourteenth Supplemental Indenture, dated as of December 18, 2018 (collectively, the “1998 Revenue Bond Indenture”).

The 2018 Revenue Bonds, Series A, B and C, as more particularly specified within, were issued for the purpose of: (i) financing a portion of the costs of the Authorityʼs approved capital improvement program; (ii) current refunding all of (1) $100,120 aggregate principal amount of the Authorityʼs Revenue Refunding Bonds, Series A of 2008, (2) $111,240 aggregate principal amount of the Authorityʼs Revenue Refunding Bonds, Series B of 2008, (3) $51,305 aggregate principal amount of the Authorityʼs Revenue Refunding Bonds, Series A-1 of 2010, (4) $55,330 aggregate principal amount of the Authorityʼs Revenue Refunding Bonds, Series A-2 of 2010, (5) $106,635 aggregate principal amount of the Authorityʼs Revenue Refunding Bonds, Series B of 2010, and (6) $35,535 aggregate principal amount of the Authorityʼs Revenue Refunding Bonds, Series C of 2010; (iii) financing a portion of the cash settlement cost to terminate all of the Authorityʼs 1995 Revenue Bond Swaption and 1999 Revenue Bond Swaption; (iv) funding a deposit to the 1998 Debt Service Reserve Fund established under and as specifically defined in the 1998 Revenue Bond Indenture; and (v) paying the costs of issuance of the 2018 Revenue Bonds.

The 2018 Revenue Bonds are limited obligations of the Authority and are payable solely from the sources referred to in the 2018 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 2018 Revenue Bonds. The 2018 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.

2018A Revenue Bonds: On December 18, 2018, the Authority issued new fixed rate bonds, in the amount of $273,475, at a premium of $43,893. As a result of this transaction (including payment of debt service reserve and cost of issuance requirements), $290,000 was deposited into the 2018 new bond project fund account, to support the 2019 5-year Capital Plan.

78 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL 123 SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt (Continued) 2018 Revenue Bonds (Continued): 2018A Revenue Bonds (Continued): The 2018A Revenue Bonds outstanding at December 31, 2019 are as follows: Maturity Date Interest Principal Maturity Date Interest Principal (January 1) Rate/Yield Amount (January 1) Rate/Yield Amount 2027 5.000% 1,690$ 2034 5.000% 20,565$ 2028 5.000% 15,345 2035 5.000% 21,590 2029 5.000% 16,110 2036 5.000% 22,670 2030 5.000% 16,920 2037 5.000% 23,805 2031 5.000% 17,760 2038 5.000% 24,995 2032 5.000% 18,650 2039 5.000% 26,240 2033 5.000% 19,580 2040 5.000% 27,555 Total par value of 2018A Revenue Bonds 273,475 Add: unamortized bond premium 41,085 Total 2018A Revenue Bonds, net $ 314,560

Optional Redemption: The 2018A 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, 2029. Any such redemption shall be made at a redemption price equal to 100% of the principal amount of the 2018A Revenue Bonds to be redeemed, plus accrued interest to the Redemption Date. 2018B Revenue Refunding Bonds: On December 18, 2018, the Authority issued $404,060 in fixed rate bonds, and used these funds, along with “other available funding sources”, to refund $460,165 in variable rate debt (specifically, the 2008 Series A&B and 2010 Series A, B and C Revenue Refunding Bonds). As a result, the Authority eliminated all of its variable debt. This transaction also resulted in the termination of two LOCs, which supported the 2008B and 2010B Revenue Bonds (principal amount totaling $217,875). Four (4) LIBOR Index Rate-based bank purchase loans (a.k.a., “Floating Rate Notes”), with three banks totaling $242,290, which supported the 2008A, 2010A and 2010C Revenue Refunding Bonds (principal amount were also terminated. In addition, as a result of this transaction the 1999 Revenue Bond Swaption was terminated and cash-settled in the amount of $35,721. The 2018B Revenue Refunding Bonds outstanding at December 31, 2019 are as follows: Maturity Date Interest Principal Maturity Date Interest Principal (January 1) Rate/Yield Amount (January 1) Rate/Yield Amount

2020 5.000% 32,755$ 2023 5.000% 60,105$ 2021 5.000% 57,400 2024 5.000% 62,680 2022 5.000% 57,645 2025 5.000% 65,350 2026 5.000% 68,125

Total par value of 2018B Revenue Refunding Bonds 404,060 Add: unamortized bond premium 34,382

Total 2018B Revenue Refunding Bonds, net $ 438,442

Optional Redemption: The 2018B Revenue Refunding Bonds are not subject to redemption at the option of the Authority, prior to maturity.

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 79 FINANCIAL SECTION 124

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (dollars expressed in thousands)

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

2018 Revenue Bonds (Continued):

2018C Revenue Bonds: On December 18, 2018, the Authority issued $22,970 in federally taxable fixed rate bonds, proceeds of which, along with a $5,200 contribution from the Authority, were used to pay the cash-settlement termination cost of the 1995 Swap with TD Bank, N.A., in the amount of $28,050.

The 2018C Revenue Bonds (Federally Taxable) outstanding at December 31, 2019 are as follows:

Maturity Date Interest Principal (January 1) Rate/Yield Amount

2020 3.000% $ 22,970

Total par value of 2018C Revenue Bonds $ 22,970

Optional Redemption: The 2018C Revenue Bonds are not subject to redemption at the option of the Authority, prior to maturity.

2018 Revenue Bonds: The total collective 2018 Revenue Bonds outstanding at December 31, 2019 are as follows:

Maturity Date Interest Principal Maturity Date Interest Principal (January 1) Rate/Yield Amount (January 1) Rate/Yield Amount

2020 3.000% 22,970$ 2030 5.000% 16,920$ 2020 5.000% 32,755 2031 5.000% 17,760 2021 5.000% 57,400 2032 5.000% 18,650 2022 5.000% 57,645 2033 5.000% 19,580 2023 5.000% 60,105 2034 5.000% 20,565 2024 5.000% 62,680 2035 5.000% 21,590 2025 5.000% 65,350 2036 5.000% 22,670 2026 5.000% 68,125 2037 5.000% 23,805 2027 5.000% 1,690 2038 5.000% 24,995 2028 5.000% 15,345 2039 5.000% 26,240 2029 5.000% 16,110 2040 5.000% 27,555

Total par value of 2018 Revenue Bonds 700,505 Add: unamortized bond premium 75,467

Total 2018 Revenue Bonds, net $ 775,972

80 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL 125 SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (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, 2019:

Years Ending December 31, Principal Interest Total 2020 $ 68,340 $ 62,923 $ 131,263 2021 70,785 59,591 130,376 2022 71,730 56,015 127,745 2023 74,890 52,352 127,242 2024 78,200 48,527 126,727 2025-2029 294,925 189,933 484,858 2030-2034 249,200 129,602 378,802 2035-2039 317,475 59,550 377,025 2040 73,325 1,833 75,158 1,298,870 $ 660,326 $ 1,959,196 Net unamortized bond premiums 91,119 $ 1,389,989

Interest on all of the Authorityʼs fixed rate debt (revenue bonds and port district project bonds issued in 1999, 2012, 2013, and 2018) is payable semi-annually on January 1 and July 1 in each year. 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 Authorityʼs 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 $476,585 in fixed rate bonds (the 2013 Revenue Bonds) based on this resolution, and $73,415 remains authorized but not issued under this Board resolution.

Resolution DRPA-16-098: At its September 21, 2016 meeting, the Authorityʼs Board authorized the Authority to issue Revenue Refunding Bonds “in an aggregate principal amount not to exceed $960,000,“ “to advance refund and redeem all or a portion of the outstanding” 2013D 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 Authorityʼs outstanding Interest Rate Swap Agreements.”

Resolution DRPA #18-008: This resolution authorized the issuance of up to $350,000 in new revenue bonds, subject to market conditions. On December 18, 2018, the Authority issued $273,475 in new revenue bonds (2018A Revenue Bonds), as per the resolution leaving $76,525 in authorized but not issued bonds.

These authorizations, which total $1,109,940 as of December 31, 2019, provide flexibility for the Authority to engage in the aforementioned transactions, under the right conditions, but do not obligate the Authority to execute any of the transactions.

Bond Ratings:

Significant changes to the Authorityʼs bond ratings, over the past three (3) years, are described below:

Moodyʼs Investors Service Bond Ratings (“Moodyʼs”): In its report dated October 31, 2017, Moodyʼs upgraded its bond ratings on all Authority outstanding bonds. The revenue bonds were upgraded from ʻA3ʼ to ʻA2ʼ and the port district project bonds were upgraded from ʻBaa3ʼ to ʻBaa2,ʼ all bonds being assigned a “stable outlook.” This was the first Moodyʼs upgrade of the Authorityʼs bonds in over a decade.

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 81 FINANCIAL SECTION 126

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (dollars expressed in thousands)

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

Bond Ratings (Continued):

Moodyʼs Investors Service Bond Ratings (“Moodyʼs”) (Continued):

In its report, Moodyʼs 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.

On November 16, 2018, just prior to the issuance of the 2018 Revenue Bonds (Series A, B and C), Moodyʼs assigned a “A2” rating to the new bonds, and affirmed the rating on the Authorityʼs existing revenue bonds at “A2”. The Port District Project bonds were also affirmed at “Baa2”. The ratings outlook was changed, for all bond issues, to “positive” from “stable.”

In its report, Moodyʼs cited the “expected elimination of DRPAʼs variable rate debt exposure and the termination of all of the outstanding swaps”, along with stable future traffic volumes, continued strong liquidity with a “manageable capital plan, as key factors in the upward change in the outlook.

As of December 31, 2019, these ratings and outlook remained in place (see Note 20, Subsequent Events).

Standard & Poorʼs Ratings Services Bond Ratings (“S&P”): On April 21, 2016, S&P issued a bond ratings report on the Authorityʼs debt, using its new joint ratings criteria, wherein the Authorityʼs Port District Project 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 Authorityʼs historical performance against budget, its strong financial stability and liquidity (including its capital “pay-go” fund), and its affordable 5-year capital plan of $662,400, as underlying strengths supporting its ratings actions.

In its report dated August 1, 2017, S&P reaffirmed the Authorityʼs ratings on both its Revenue and Port District Project Bonds. The report cited “historically strong liquidity levels, ““DRPAʼs long history of stable transaction and revenue growth,” “the maintenance of good debt service coverage, and “conservative” capital and operating budgets.

On November 16, 2018, just prior to the issuance of $700,505 in 2018 Revenue Bonds (Series A, B and C), S&P assigned a rating of “A+” to the new bonds and upgraded its underlying rating on the existing revenue bonds to “A+” from “A”, with a stable outlook. The Authority Port District Project Bonds were also upgraded to “A” from “A-“, with a stable outlook. The upgrades reflected the application of S&Pʼs new updated ratings criteria, published on March 12, 2018. S&P cited the Authorityʼs “very strong enterprise risk profile and strong financial risk profile”, along with the “long history of favorable net revenue growth and strategic capital funding leading to strong sustainable debt service coverage” and the Authorityʼs strong liquidity and financial flexibility, which supported the upgrade decision.

As of December 31, 2019, these ratings and outlook remained in place (see Note 20, Subsequent Events).

Defeasance and Refunding of Debt

Defeasance of Revenue Bonds, Series D of 2010: On November 16, 2018, the Authority defeased its $308,375 Revenue Bonds, Series D of 2010, which are not callable until January 1, 2027, in order to save on interest costs as, according to the maturity schedule, the first legal principal payment was not due until the call date of January 1, 2027. The 2010D Revenue Bonds were originally issued on July 15, 2010 for the purpose of financing a portion of the Authorityʼs Capital Improvement Program and funding the Debt Service Reserve Requirement. To fund the payment of the outstanding bonds and related interest, the Authority placed $321,690 into an irrevocable debt defeasance trust held by the Authorityʼs third-party trustee. The source of the funds came from a General Fund contribution of $281,581, a 2010D Revenue Bond debt service fund release of $5,282, and a debt service reserve fund release of $34,827.

82 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL 127 SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (dollars expressed in thousands)

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

Defeasance and Refunding of Debt (Continued)

Defeasance of Revenue Bonds, Series D of 2010 (Continued): The amount placed into escrow plus accrued interest will be sufficient to pay the entirety of principal and interest on the bonds at maturity. The assets held in escrow contain obligations guaranteed by the U.S. government denominated in U.S. dollars that are essentially risk free as the escrowʼs cash flows approximately coincide as to timing and amount with the scheduled interest and principal payments of the defeased debt. Due to the defeasance, the outstanding debt of $308,375 was removed from the liabilities of the Authorityʼs combined statements of net position as of December 31, 2018, and a loss on defeasance of debt in the amount of $9,266 was incurred as a nonoperating expense on the combined statements of revenues, expenses, and changes in net position for the year ended December 31, 2018.

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 $22,139 and $26,994 were received in 2019 and 2018, 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 Authorityʼs net position.

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, and in the aggregate, to respond to any large losses exceeding the self-retention.

The claims and judgments liability of $835 reported at December 31, 2019 is based on the requirements of GASBS No. 10, as amended, which requires that a liability for claims and judgments be reported if information prior to the issuance of the combined financial statements indicates that it is probable that a liability has been incurred at the date of the combined financial statements and the amount off the loss can be reasonably estimated. The amount of the loss liability, which includes incremental costs, is estimated based on known facts, circumstances, and prior experience of the Authority.

The following is a summary of the claims and judgments liability of the Authority for the years ended December 31, 2019 and 2018:

Claims and Judgments 2019 2018

Beginning balance 1,368$ 4,087$ Incurred claims 549 259 Payment of claims (1,082) (2,978)

Ending balance 835$ 1,368$

There have been no settlements that exceeded the Authorityʼs insurance policies in any of the past three years.

In addition, the Authority self-insures the initial $1 million limit as a self-insured retention, per accident, for Workersʼ Compensation claims, after which a $25 million limit of Excess Workersʼ Compensation insurance is provided by the policy to respond to significant Worker Compensation injuries.

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 83 FINANCIAL SECTION 128

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (dollars expressed in thousands)

Note 14. Contingencies (Continued)

PATCO self-insures the initial $1 million limit as a self-insured retention, per accident, for Workersʼ Compensation claims, after which a $25 million limit of Excess Workersʼ Compensation insurance is provided by the policy to respond to significant Worker Compensation injuries.

The self-insurance (workersʼ compensation) liability of $4,229 reported at December 31, 2019 is based on the requirements of GASBS No. 10, as amended, which requires that a liability for claims and judgments be reported if information prior to the issuance of the combined financial statements indicates that it is probable that a liability has been incurred at the date of the combined financial statements and the amount off the loss can be reasonably estimated. The amount of the loss liability, which includes incremental costs, is estimated based on known facts, circumstances, and prior experience of the Authority.

The following is a summary of the self-insurance liability of the Authority for Workersʼ Compensation claims for the years ended December 31, 2019 and 2018:

Self-Insurance (Workers' Compensation) 2019 2018

Beginning balance 4,746$ 4,374$ Incurred claims 1,945 2,499 Payment of claims (2,462) (2,127)

Ending balance 4,229$ 4,746$

There have been no settlements that exceeded the Authorityʼs insurance policies in any of the past three years.

The Authority is involved in various actions arising in the ordinary course of business and from Workersʼ Compensation claims. In the opinion of management, the ultimate outcome of these actions will not have a material adverse effect on the Authorityʼs 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.”

The Authority must submit in writing certifications, by “the Insurance Consultant”, to the bond trustee (TD Bank, N.A.), 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…”

The Authority submitted its annual certification to the bond trustee, for the year ending December 31, 2018, prior to the deadline, on April 29, 2019. As advised in the certification, during 2018, the Authority did not experience any material damages related to its facilities. (See Note 20, Subsequent Events).

84 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL 129 SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (dollars expressed in thousands)

Note 15. Commitments

Development Projects: In support of previously authorized economic development projects, the DRPAʼs Board of Commissioners authorized loan guarantees to various banks to complete the financing aspects of a particular project. The Authorityʼs 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 (HPA) for the Battleship New Jersey. The loan guarantee expired on June 6, 2015.

In April 2015, the Authorityʼs Board authorized the Authority to extend the loan guaranty for a ten-year period (DRPA-15-048) in the amount of $800. (A loan agreement between TD Bank, N.A. and HPA was executed on July 31, 2015).

As of July 18, 2019, TD Bank approved the release (or cancellation) of the corporate guaranty of the Authority. (Note: The Authority had made no cash outlays related to the guarantee.) This was the last outstanding guarantee authorized by the Authorityʼs Board. As a result, as of December 31, 2019, there are no longer any outstanding loan guarantees.

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. For the years 2018 through 2050, the annual base payment shall equal one dollar. The Authority made its annual payment in the amount of one dollar to the City in January 2019.

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, 2019, is as follows:

Year Amount 2020 $ 500 2021 5 0 0 2022 5 0 0 2023 5 0 0 2024 5 0 0 Thereafter 13,000

$ 15,500

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 2019.

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 85 FINANCIAL SECTION 130

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (dollars expressed in thousands)

Note 15. Commitments (Continued)

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 Authorityʼs “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. 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 Workersʼ Compensation and General Liability claims.

Statutes of Limitations (“SOL”) for filing Workersʼ 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 SOL. Pennsylvania has a three-year SOL.

Pursuant to DRPA-15-064, the board approved the renewal of the LOC in 2015, with TD Bank, N.A. with an expiration date of December 31, 2016 in the amount of $5,462. Based on its annual reviews since 2016, AIG agreed to lower the LOC from $5,462 to $216, as of December 10, 2018. The Authority renewed the LOC in the amount of $216, on December 31, 2018, for one year, to expire December 31, 2019, and subsequently renewed its LOC with the bank, in the amount of $216, on December 31, 2019, to expire on December 31, 2020.

86 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL 131 SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (dollars expressed in thousands)

Note 15. Commitments (Continued)

Contractual Commitments: As of December 31, 2019, the Authority had board-approved contracts with remaining balances as follows:

Total Benjamin Franklin Bridge: Bridge, building and pavement repairs and inspection $ 7,566 4th Street garage repairs 6 , 2 0 0 Suspension span rehabilitation 194,990 Temporary toll, clerical, administration and custodial workers 1 , 5 3 0 Toll revenue, transportation, processing and systems upgrade 1 , 3 0 0 ERP consulting services 13,913 Engineering services - program management and task orders 35,864 Pedestrian bike ramp 2 9 9 Other 5 , 2 6 1 Walt Whitman Bridge: Design services for New Jersey approach 24,619 Corridor rehabilitation 66,991 Suspended span link replacement phase 1 3 , 9 3 6 Painting spans and towers 13,341 Emergency generator replacement 4 6 6 Commodore Barry Bridge: Bridge painting phase I & II and inspection 2 , 1 4 9 Structural repairs & other 21,923 Betsy Ross Bridge: Bridge painting phase I & II and inspection 2 , 2 3 7 Bridge resurfacing and other 27,908

PATCO System: Car overhaul program 10,759 Elevators installation 22,501 Station enhancements 4 , 3 9 7 Westmont & Lindenwold viaduct and track rehabilitation 4 , 5 7 2 Subway structure, center tower & other rehabilitation 9 , 9 5 5 Other: Other equipment and system upgrades and professional services and maintenance 5 , 9 2 5 $ 488,602

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 a new software system for the NJ E- ZPass group, of which the Authority is a member. (While the system went live in October 2017, it has not yet officially been “accepted” by the NJ E-ZPass agencies.)

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 $2,400 in 2017, representing the Authorityʼs pro-rata share of the past negative balances. The payment for 2018 was in the amount of $189 which was paid out in 2019.

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 87 FINANCIAL SECTION 132

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (dollars expressed in thousands)

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 . 0 0$ Class 2 - Automobile 5 . 0 0 Class 3 - Two Axle Trucks 1 5 . 0 0 Class 4 - Three Axle Trucks 2 2 . 5 0 Class 5 - Four Axle Trucks 3 0 . 0 0 Class 6 - Five Axle Trucks 3 7 . 5 0 Class 7 - Six Axle Trucks 4 5 . 0 0 Class 8 - Bus 7 . 5 0 Class 9 - Bus 1 1 . 2 5 Class 10 - Senior Citizen (with 2 tickets only) 2 . 5 0 Class 13 - Auto with Trailer (1 axle) 8 . 7 5

PATCO Passenger Fares: On July 1, 2011, a new fare schedule was implemented as follows:

Lindenwold/Ashland Woodcrest 3 . 0 0$ Haddonfield/Westmont/Collingswood 2 . 6 0 Ferry Avenue 2 . 2 5 New Jersey 1 . 6 0 City Hall/Broadway/Philadelphia 1 . 4 0 Off-Peak Reduced Fare Program 0 . 7 0

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.

Frequent Bridge Traveler Credit: At its July 2015 meeting, the Authorityʼs 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, $1,800 was credited to customer accounts in 2019 based on activity.

Deferral of CPI Based Toll Increase: In January 2017, the Authorityʼs Board 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.

The Authority performed a calculation to determine if a CPI-indexed toll rate change would be enacted for January 1, 2019, using CPI data for September 2018. Based on increases in the CPI for the calculation period, a toll rate increase would have become effective on January 1, 2019. However, the Authorityʼs Board determined that “sufficient revenues and bond project funds and General Fund “pay go” capital funds were available to fund the next four to five years of its capital plan. Therefore, on December 5, 2018, the Authorityʼs Board approved resolution DRPA#18-131, which authorized the deferral of the CPI-based biennial toll increase from January 1, 2019 to January 1, 2021.

88 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL 133 SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (dollars expressed in thousands)

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. 95, Postponement of the Effective Dates of Certain Authoritative Guidance. Subsequent to December 31, 2019, the GASB issued Statement No. 95. The primary objective of this Statement is to provide temporary relief to governments and other stakeholders in light of the COVID-19 pandemic. That objective is accomplished by postponing the effective dates of certain provisions in Statements and Implementation Guides that first became effective, or are scheduled to become effective, for periods beginning after June 15, 2018, and later. As a result of Statement No. 95, the implementation dates of the Statements that follow have been extended as indicated.

Statement No. 84, Fiduciary Activities. The 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 Authorityʼs year ending December 31, 2020 and is not expected to have a material impact on the basic financial statements.

Statement No. 87, Leases. The objective of this Statement is to better meet the information needs of financial statement users by improving accounting and financial reporting for leases by governments. This Statement increases the usefulness of governments' financial statements by requiring recognition of certain lease assets and liabilities for leases that previously were classified as operating leases and recognized as inflows of resources or outflows of resources based on the payment provisions of the contract. It establishes a single model for lease accounting based on the foundational principle that leases are financings of the right to use an underlying asset. Under this Statement, a lessee is required to recognize a lease liability and an intangible right-to-use lease asset, and a lessor is required to recognize a lease receivable and a deferred inflow of resources, thereby enhancing the relevance and consistency of information about governments' leasing activities. The Statement will become effective for the Authorityʼs year ending December 31, 2022. Management is currently evaluating whether or not this Statement will have an impact on the basic financial statements of 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.

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.

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 89 FINANCIAL SECTION 134

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (dollars expressed in thousands)

Note 18. Blended Component Unit (Contʼd)

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.

PATCOʼs outstanding liability to the DRPA for period January 1, 1974 to December 31, 2019 related to this agreement totals $281,462.

Net Position: The net position totaling ($815,398) and ($781,752) as of December 31, 2019 and December 31, 2018, 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, 2019 is as follows:

Condensed Combining Statements of Net Position

December 31, 2019 DRPA PATCO Total

Current assets $ 579,788 12,70 3$ $ 592,491 Receivable from primary government (2,352) 2,352 Capital assets 1,699,278 1,699,278 Other noncurrent assets 261,821 261,821

Total assets 2,538,535 15,055 2,553,590

Deferred outflows of resources 93,759 13,739 107,498

Total assets and deferred outflows of resources 2,632,294 28,794 2,661,08 8

Current liabilities 156,857 13,035 169,892 Payables to primary government: Lease agreement (281,462) 281,46 2 Advances from DRPA (509,892) 509,89 2 Noncurrent liabilities 1,564,868 39,241 1,604,109

Total liabilities 930,371 843,63 0 1,774,001

Deferred inflows of resources 7,119 562 7,681

Net investment in capital assets 722,577 722,577 Restricted 219,510 219,510 Unrestricted (deficiency) 752,717 (815,398) (62,681)

Total net position (deficiency) $ 1,694,804 $ (815,398) $ 879,406

90 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION 135

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (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, 2018 is as follows:

Condensed Combining Statements of Net Position

December 31, 2018 DRPA PATCO Total

Current assets $ 463,084 11,68 4$ $ 474,768 Receivable from primary government (2,498) 2,498 Capital assets 1,659,336 1,659,336 Other noncurrent assets 303,541 303,541

Total assets 2,423,463 14,182 2,437,645

Deferred outflows of resources 79,221 8,828 88,049

Total assets and deferred outflows of resources 2,502,684 23,010 2,525,69 4

Current liabilities 81,565 12,109 93,674 Payables to primary government: Lease agreement (275,340) 275,34 0 Advances from DRPA (482,486) 482,48 6 Noncurrent liabilities 1,605,366 33,270 1,638,636

Total liabilities 929,105 803,20 5 1,732,310

Deferred inflows of resources 11,988 1,557 13,545

Net investment in capital assets 727,790 727,790 Restricted 157,143 157,143 Unrestricted (deficiency) 676,658 (781,752) (105,094)

Total net position (deficiency) $ 1,561,591 $ (781,752) $ 779,839

92 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL 136 SECTION

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (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, 2018 is as follows (continued): Condensed Combining Statements of Revenues, Expenses and Changes in Net Position December 31, 2018 DRPA PATCO Total

Operating revenues Bridge revenues $ 342,789 $ 342,789 Transit systems 28,948$ 28,948 Other 1 7 0 1 7 0

Total operating revenues 342,959 28,948 371,907

Operating expenses Operating - Other 113,989 53,658 167,647 Depreciation 71,816 71,816 Total operating expenses 185,805 53,658 239,463

Operating income (loss) 157,154 (24,710) 132,444 Nonoperating revenues (expenses) Interest expense (66,736) (66,736) Economic development activities ( 6 8 ) (68) Lease rental 6,122 (6,122) Other 17,086 120 17,206 Total nonoperating revenues (expenses) (43,596) (6,002) (49,598) Capital contributions 26,994 - 26,994 Change in net position 140,552 (30,712) 109,840 Net position (deficiency), January 1 1,485,728 (741, 594) 744,134 Cumulative effect of change in accounting principles (64,689) (9,446) (74,135) Net Position (deficiency), January 1 (Restated) 1,421,039 (751,040) 669,999 Net position (deficiency), December 31 $ 1,561,591 $ (781,752) $ 779,839

Condensed Combining Statements of Cash Flows

December 31, 2018 DRPA PATCO Total

Net cash provided by (used in) operating activities $ 218,972 $ (24,877) 194,0 9 5$ Net cash provided by (used in) noncapital financing activities (22,606) 24,617 2 , 0 1 1 Net cash provided by (used in) capital and related financing activities (321,341) (321,341) Net cash provided by (used in) investing activities 124,211 124,211

Net increase (decrease) in cash and cash equivalents (764) (260) (1,024) Cash and cash equivalents, January 1 36,820 1,905 38,725 Cash and cash equivalents, December 31 $ 36,056 $ 1,645 $ 37,701

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 93 FINANCIAL SECTION 137

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (dollars expressed in thousands)

Note 19. Change in Accounting Principles and Prior Period Restatement

Change in Accounting Principles: For the year ended December 31, 2018, the Authority was required to implement GASB Statement No. 75, Accounting and Financial Reporting for Postemployment Benefits other than Pensions. The objective of the Statement is to improve accounting and financial reporting by state and local governments for postemployment benefits other than pensions (other postemployment benefits or OPEB). This Statement replaces the requirements of Statement No. 45, Accounting and Financial Reporting by Employers for Postemployment Benefits Other Than Pensions, as amended.

The adoption of this Statement established standards for the Authority in recognizing and measuring liabilities, deferred outflows of resources, deferred inflows of resources, and expenses related to OPEB. For defined benefit OPEB, the Statement also identifies the methods and assumptions that are required to be used to project benefit payments, discount projected benefit payments to their actuarial present value, and attribute that present value to periods of employee service. Note disclosure and required supplementary information requirements about defined benefit OPEB also are addressed.

For additional information related to OPEB, see Note 10.

The cumulative effect of adopting GASB Statement No. 75 is summarized as follows:

Cumulative effect of adopting GASB Statement No. 75 - General Fund

Net Position, January 1, 2018 $ 410,661 Decrease in Net Position: Recognition of additional net OPEB liability $ (9,446)

Cumulative effect of change in accounting principles (9,446)

Net Position, January 1, 2018 (as restated) $ 401,215

Note 20. Subsequent Events

Union Contracts: All union contracts, including those negotiated with the Teamsters, FOP, IUOE and IBEW, expired on December 31, 2017. Contract negotiations commenced with the aforementioned unions.

On December 5, 2018, the DRPA and PATCO Boards approved resolutions approving economic terms and authorizing staff to negotiate terms to complete collective bargaining agreements with the DRPAʼs IUOE and FOP, and PATCOʼs Teamsters unions. On April 17, 2019, The DRPA Board approved a resolution authorizing approving economic terms and authorizing staff to negotiate terms to complete collective bargaining agreements with DRPAʼs IBEW union.

The Collective Bargaining Agreement with the IUOE has been completed and will expire December 31, 2020. The Collective Bargaining Agreement with the FOP has been completed and will expire December 31, 2021. The Collective Bargaining Agreement with IBEW has been completed and will expire on December 31, 2020. The Collective Bargaining Agreement for the Teamsters is authorized for a term expiring December 31, 2020 and was executed in January of 2020.

Bond Ratings: In February 2020, Moodyʼs Investor Services, Inc., increased the Authorityʼs bond ratings on all of its bonds, raising the ratings on all revenue bonds to “A1” (from “A2”) and the port district project bonds from “Baa2” to “Baa1.” (The “outlook” on all bonds was changed from “positive” to “stable” due to the upgrade).

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DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (dollars expressed in thousands)

Note 20. Subsequent Events (Continued)

Bond Ratings (Continued): This is the second time within two years that one of the ratings agencies increased the bond ratings “one notch” on all of the Authorityʼs bonds. (S&P increased the Authorityʼs ratings on November 16, 2018 shortly before the large $700.5 million bond transaction in December of that year.)

Moodyʼs press release dated February 4, 2020, and the subsequently issued “full report”, cited the following strengths supporting the rationale for the upgrade, including:

a. Very strong liquidity; good cost control; b. Solid historical financial metrics; c. A manageable 5-year capital program; d. No plan for toll increases or any bond debt in the immediate future (the latter would relate to “new money” debt and not any potential refundings); e. Changes in our debt structure, especially the elimination of variable rate debt and the interest rate swaps (December 2018)ʼ f. DRPA investments in IT systems and training (such as the SAP ERP, asset management, etc.

As a result of the COVID-19 pandemic, both Moodyʼs & S&P changed the outlook for the entire toll section to “negative”. S&P moved the Authorityʼs outlook from “stable” to negative in March, however, Moodyʼs did not change the Authorityʼs stable outlook.

Section 5.11 – Insurance Certification: The Authority filed its annual certification to TD Bank, N.A. for the year ending December 31, 2019, on April 27, 2020, in compliance with its Bond Indenture. During 2019, the Authority did not experience any material damages to its facilities.

COVID-19 Impact:

DRPA and PATCO financials: The management of the Authority has evaluated its financial statements for subsequent events through the date that the financial statements were issued. In late December of 2019, a novel strain of coronavirus causing the disease known as "COVID-19" was discovered in Wuhan, China. Since then, COVID-19 has spread throughout the world, including throughout the United States and the region in which the DRPA provides services, resulting in the World Health Organization proclaiming COVID-19 to be a pandemic, the President of the United States declaring a national emergency, and the governors of the Commonwealth of Pennsylvania (the “Commonwealth”) and the State of New Jersey (the “State”) declaring states of emergency. The spread of COVID-19 is altering the behavior of businesses and people in a manner that has caused significant disruptions to the global, national and regional economy. The effects of the spread of COVID-19 and the related governmental, non-profit and private responses continue to rapidly evolve. However, COVID-19 has, in general, resulted in reduced traffic and corresponding reduced revenues for the Authority as described below.

Traffic/ Revenue: During the months of March and April, subsequent to the fiscal year end, management has noted as much as a 70% decline in year-to-year monthly traffic as a result of, among other things, State and Commonwealth mandated travel and business restrictions (including “stay at home” orders), job losses and remote working directives. Unaudited traffic data through June 30 shows a 30.3% drop in overall traffic, as compared to June 2019 YTD figures. Fortunately, as of mid-July of 2020, traffic has rebounded to almost 80% of 2019 traffic volumes, which has led to a significant improvement in estimated toll revenues. (Each 1% increase in traffic translates to about $275K in revenues).

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 95 FINANCIAL SECTION 139

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2019 and 2018 (dollars expressed in thousands)

Note 20. Subsequent Events (Continued)

COVID-19 Impact: (Continued)

PATCO Ridership/Fare Revenues: Similar to bridge traffic, PATCO ridership numbers decreased to about 10% of ridership during the period of March through May when compared to the same period in 2019. As of mid-July 2020, PATCO ridership has since recovered to about 20% of the levels seen during the same period in 2019. The drop in ridership and revenues has widened the overall subsidy provided by the Authority to PATCO and, therefore, has required increased funding by the Authority. Fortunately, the Authority received a $40.7 million transit grant through the CARES Act to use in offsetting PATCO revenue losses. The Authority began drawing down grant funds in mid-July.

Debt Service Payments and Liquidity: The Authority has made and continues to make all of its required monthly debt service payments for all outstanding revenue and port district bonds and such payments are expected to continue uninterrupted given the Authorityʼs cash flow and sizeable General Fund balance of approximately $270 million as of June 30, 2020. In addition, while no assurances can be given, and none are given, based on current projections, the Authority expects to satisfy its fiscal year 2019 “net revenue requirement” established pursuant to the Indenture of Trust securing the outstanding revenue bonds.

Due to precipitous drops in interest rates and general market volatility, investment income was moderately impacted YTD through June. Management believes that investment income will more significantly be impacted during the second half of the year.

While no assurances can be given, and none are given, as a result of the evolving nature of the effects of COVID-19 on the Authority, based upon current forecasts of traffic flow/ridership and revenue, management estimates that 2020 bridge toll revenues could fall short of prior year revenues by as much as $80 million. In response, and among other things, Management has implemented, and will continue to seek, certain cost- cutting strategies to help to offset the financial impact of reduced traffic/ridership volumes and revenues.

96 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL SECTION 140

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 Six Plan Years (amounts expressed in thousands)

Measurement Date Ended December 31,

2018 2017 2016

Authority's proportion of the net pension liability0.86842839% 0.82327565% 0.79013936%

Authority's proportionate share of the net pension liability $ 180,903 $ 142,358 152,183$

Authority's covered payroll (plan measurement period) $ 55,870 $ 51,022 $ 47,939

Authority's proportionate share of the net pension liability as a percentage of covered payroll 323.79% 279.01% 317.45%

Plan fiduciary net position as a percentage of the total pension liability 56.40% 63.00% 57.80%

2015 2014 2013

Authority's proportion of the net pension liability0.79424655% 0.76453591% 0.78540134%

Authority's proportionate share of the net pension liability $ 144,424 $ 113,590 107,312$

Authority's covered payroll (plan measurement period) $ 48,461 $ 44,721 $ 43,165

Authority's proportionate share of the net pension liability as a percentage of covered payroll 298.02% 254.00% 248.61%

Plan fiduciary net position as a percentage of the total pension liability 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.

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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 Six Years (amounts expressed in thousands)

Year Ended December 31,

2019 2018 2017

Authority's contractually required contribution 16,663$ 16,395$ $ 14,515

Authority's contribution in relation to the contractually required contribution (16,663) (16,395) (14,515)

Authority's contribution deficiency (excess) - - -

Authority's covered payroll (calendar year) 54,139$ 52,434$ $ 49,464

Authority's contributions as a percentage of covered payroll 30.78% 31.27% 29.34%

Year Ended December 31,

2016 2015 2014

Authority's contractually required contribution 12,735$ 10,332$ $ 7,649

Authority's contribution in relation to the contractually required contribution (12,735) (10,332) (7,649)

Authority's contribution deficiency (excess) - - -

Authority's covered payroll (calendar year) 46,615$ 48,857$ $ 44,721

Authority's contributions as a percentage of covered payroll 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.

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 99 FINANCIAL SECTION 142

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 Six Plan Years (amounts expressed in thousands)

Measurement Date Ended June 30,

2019 2018 2017

Authority's proportion of the net pension liability 0.0108401779% 0.0101508337% 0.0069597877%

Authority's proportionate share of the net pension liability $ 1,953 $ 1,999 1,620$

Authority's covered payroll (plan measurement period) $ 770 $ 689 $ 406

Authority's proportionate share of the net pension liability as a percentage of covered payroll 253.64% 290.13% 399.01%

Plan fiduciary net position as a percentage of the total pension liability 56.27% 53.60% 48.10%

Measurement Date Ended June 30,

2016 2015 2014

Authority's proportion of the net pension liability 0.0050105488% 0.0048616324% 0.0080229448%

Authority's proportionate share of the net pension liability $ 1,484 $ 1,091 1,502$

Authority's covered payroll (plan measurement period) $ 345 $ 335 $ 594

Authority's proportionate share of the net pension liability as a percentage of covered payroll 430.14% 325.67% 252.86%

Plan fiduciary net position as a percentage of the total pension liability 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.

100 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL 143 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 Six Years (amounts expressed in thousands)

Year Ended December 31,

2019 2018 2017

Authority's contractually required contribution $ 106 $ 101 6 4$

Authority's contribution in relation to the contractually required contribution (106) (101) (64)

Authority's contribution deficiency (excess) - - -

Authority's covered payroll (calendar year) $ 852 $ 776 $ 692

Authority's contributions as a percentage of covered payroll 12.44% 13.02% 9.25%

Year Ended December 31,

2016 2015 2014

Authority's contractually required contribution $ 45 $ 42 6 6$

Authority's contribution in relation to the contractually required contribution (45) (42) ( 6 6 )

Authority's contribution deficiency (excess) - - -

Authority's covered payroll (calendar year) $ 438 $ 369 $ 355

Authority's contributions as a percentage of covered payroll 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.

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 101 FINANCIAL SECTION 144

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,

2019 2018 2017 2016 2015

Authority's contractually required contribution 1,474$ 1,378$ 1,299$ 1,293$ 1,136$

Authority's contribution in relation to the contractually required contribution (1,474) (1,378) (1,299) (1,293) (1,136)

Authority's contribution deficiency (excess) - - - - -

Year Ended December 31,

2014 2013 2012 2011 2010

Authority's contractually required contribution 1,001$ 1,066$ 1,076$ 1,077$ 1,090$

Authority's contribution in relation to the contractually required contribution (1,001) (1,066) (1,076) (1,077) (1,090)

Authority's contribution deficiency (excess) - - - - -

102 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL 145 SECTION

DELAWARE RIVER PORT AUTHORITY

Required Supplementary Information - Part II (Unaudited) Notes to Required Supplementary Information For the Year Ended December 31, 2019

Pennsylvania State Employees' Retirement System (SERS)

Changes in benefit terms - None

Changes in assumptions - The December 31, 2018 actuarial valuation uses assumptions regarding future return (the "discount rate") and rates of retirement, withdrawal, death, and disability among SERS members and their beneficiaries. The current set of assumptions used in the December 31, 2018 actuarial valuation, with the exception of the discount rate and inflation assumptions, was adopted by the State Employees' Retirement Board (the "Board") based upon actual experience of SERS during the years 2011 through 2015. The discount rate assumptions are reviewed annually with the SERS Board. As a result of the review undertaken during March/April of 2017, the Board approved a reduction in the annual discount rate assumption from 7.50% to 7.25% and a reduction in the annual inflation assumption from 2.75% to 2.60%, and both changes became effective with the December 31, 2016 actuarial valuation.

State of New Jersey Public Employees' Retirement System (PERS)

Changes in benefit terms - None Changes in assumptions - The discount rate changed at June 30th over the following years: 5.39% 2014, 4.90% 2015, 3.98% 2016, 5.00% 2017, 5.66% 2018, and 6.28% 2019.

The long-term expected rate of return changed at June 30th over the following years: 7.90% 2014 and 2015, 7.65% 2016, 7.00% 2017, 2018 and 2019.

For 2019, the assumed rates of retirement, mortality, salary increases, and inflation were updated based on the July 1, 2014 - June 30, 2018 Experience Study. For pre-retirement mortality, the Pub-2010 General Below-Median Income Employee mortality table with a 82.2% adjustment for males and 101.4% adjustment for females, and with future improvement from the base year of 2010 on a generational basis was used. For healthy retirees and beneficiaries, the Pub-2010 General Below-Median Income Healthy Retiree mortality table with a 91.4% adjustment for males and 99.7% adjustment for females, and with future improvement from the base year of 2010 on a generational basis was used. For disabled retiree mortality, the Pub-2010 Non-Safety Disabled Retiree mortality table with a 127.7% adjustment for males, and a 117.2% adjustment for females, and with future improvement from the base year of 2010 on a generational basis was used. For mortality improvement, Scale MP-2019 was used.

For 2016, 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.

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 $21.40 in 2010 to $30.70 in 2019.

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 103 FINANCIAL SECTION 146

DELAWARE RIVER PORT AUTHORITY

Required Supplementary Information - Part III (Unaudited) Schedule of Changes in the Authority's Net OPEB Liability and Related Ratios Last Two Years (amounts expressed in thousands)

Year Ended December 31,

2019 2018

Total OPEB liability

Service cost $ 389 $ 337 Interest 3,650 4,245 Changes of benefit terms - - Differences between expected and actual experience 14,766 - Changes of assumptions - - Benefit payments (5,012) (5,366)

Net change in total OPEB liability 13,793 (784)

Total OPEB liability, January 1 113,596 114,380

Total OPEB liability, December 31 $ 127,389 $ 113,596

Plan fiduciary net position

Contributions - employer $ 5,012 $ 10,366 Net investment income 1,298 399 Benefit payments (5,012) (5,366) Administrative expense (96) (82)

Net change in plan fiduciary net position 1,202 5,317

Plan fiduciary net position, January 1 31,083 25,766

Plan fiduciary net position, December 31 $ 32,285 $ 31,083

Authority's net OPEB liability $ 95,104 $ 82,513

Plan fiduciary net position as a percentage of the total OPEB liability 25.34% 27.36%

Covered-employee payroll $ 32,986 $ 32,986

Authority's net OPEB liability as a percentage of covered- employee payroll 288.32% 250.15%

(Continued)

104 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL 147 SECTION

DELAWARE RIVER PORT AUTHORITY

Required Supplementary Information - Part III (Unaudited) Schedule of Changes in the Authority's Net OPEB Liability and Related Ratios Last Two Years (amounts expressed in thousands)

Notes to Schedule:

Benefit changes . None

Changes of assumptions . All assumptions for 2019, except for the discount rate, are the same as the prior valuation in 2018, including for the starting plan costs health care costs, retiree contribution rates, salary (payroll), salary increase assumptions, healthcare inflation (trend) rates, decrement tables (e.g., probability of death, turnover, disability and retirement), actuarial cost method, and other provisions as reported in the prior valuation report. The selected discount rate for 2019 is based on the prescribed discount interest rate methodology under GASB No. 75 based on an average of three 20-year bond indices (e.g., Bond Buyer-20 Bond GO, S&P Municipal Bond 20 Year High Grade Rate Index, Fidelity GA AA 20 Years) as of December 31, 2019, and rounded to the nearest 0.1%. This average discount rate is 2.9%, which is a change from the prior valuation discount rate of 3.8%.

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 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 105 FINANCIAL SECTION 148

DELAWARE RIVER PORT AUTHORITY

Required Supplementary Information - Part III (Unaudited) Schedule of Authority Contributions For the Last Two Years (amounts expressed in thousands)

Year Ended December 31,

2019 2018

Actuarially determined contribution $ 4,545 $ 5,337

Contributions in relation to the actuarially determined contribution 5,012 10,366

Contribution deficiency (excess) $ (467) $ (5,029)

Covered-employee payroll $ 32,986 32,986$

Contributions as a percentage of covered-employee payroll 15.19% 31.43%

Notes to Schedule:

Valuation date:

Actuarially determined contribution rates are calculated as of January 1, one year prior to the end of the fiscal year in which contributions are reported.

Methods and assumptions used to determine contribution rates:

Actuarial cost method Entry Age Normal as a Level Percentage of Payroll

Amortization method Level percentage of payroll, closed

Amortization period 30 years

Asset valuation method Current market value of assets placed in an irrevocable OPEB trust

Inflation 3.0 percent

Healthcare cost trend rates The following assumptions are used for annual healthcare cost inflation (trend):

Year Pre-65 Post 65

Year 1 Trend January 1, 2020 8.0% 8.0% Ultimate Trend January 1, 2026 & Later 5.0% 5.0% Grading Per Year 0.5% 0.5%

Salary increases 3.5 percent (Continued)

106 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL 149 SECTION

DELAWARE RIVER PORT AUTHORITY

Required Supplementary Information - Part III (Unaudited) Schedule of Authority Contributions For the Last Two Years (amounts expressed in thousands)

Notes to Schedule (Cont'd):

Methods and assumptions used to determine contribution rates (cont'd):

Investment rate of return 2.9 percent for 2019; 3.8 percent for 2018

Retirement age In the 2018 actuarial valuation, Eligibility for retirement is based on a minimum of age and/or years of service (YOS). Eligibility varies by date of hire for DRPA and PATCO, which is as follows: Years Date of Hire Range Age of Service

Prior to 1/1/04 55 10 1/1/04 to 1/1/07 55 20

For employees hired after January 1, 2007, no subsidized retiree benefits are offered. For DRPA employees hired prior to 1/1/98, they are eligible for retiree medical after ten (10) years of service (YOS) and obtaining a minimum age of fifty-five (55) for prescription drugs. Life insurance has the same eligibility requirements as medical insurance.

Mortality In the 2018 actuarial valuation, the RP 2014 Healthy Male and Female Tables are based on the Employee and Healthy Annuitant Tables for both pre & post retirement projected with mortality improvement using the most current Society of Actuaries Mortality Improvement Scale MP-2018.

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 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 107 FINANCIAL SECTION 150

DELAWARE RIVER PORT AUTHORITY

Combined Supplemental Schedule of Net Position Information by Fund December 31, 2019 (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 $ 2,738 $ 18,502 $ 21,240 Investments 288,373 288,373 Accounts receivable, net of allowance for uncollectibles 8,049 7,128 15,177 Accrued interest receivable 845 845 Transit system and storeroom inventories 354 5,993 6,347 Economic development loans - current 528 528 Prepaid expenses 3,433 1,171 4,604 Restricted assets Cash and cash equivalents 5,922 $ 537 6,459 Investments 11,592 5,45 0$ $ 230,437 247,479 Accrued interest receivable 18 747 674 1,439

Total current assets - 32,088 5,468 322,540 231,184 1,211 592,491

Noncurrent Assets Restricted investments for capital projects 248,358 248,358 Derivative instrument - forward delivery agreements 505 2,310 2,815

Capital assets, net of accumulated depreciation Land $ 74,034 25 74,059 Construction in progress 519,295 519,295 Bridges and related buildings and equipment 667,342 667,342 Transit property and equipment 437,746 437,746 Port enhancements 836 836

Total capital assets 1,699,253 - - 2 5 - - 1,699,278

Other Economic development loans, net of allowance for uncollectibles 10,648 10,648

Total noncurrent assets 1,699,253 - 505 10,673 2,310 248,358 1,961,099

Total assets 1,699,253 32,088 5,973 333,213 233,494 249,569 2,553,590

Deferred Outflows of Resources Pension related amounts 42,165 11,344 53,509 Loss on refunding of debt 40,815 870 41,685 Postemployment benefit related amounts 9,910 2,394 12,304

Total deferred outflows of resources 40,815 52,075 - 14,608 - - 107,498

(Continued)

108 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL 151 SECTION

DELAWARE RIVER PORT AUTHORITY

Combined Supplemental Schedule of Net Position Information by Fund December 31, 2019 (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 $ 134 $ 19,353 $ 19,487 Other 3,121 20,517 23,638 Accrued liabilities Claims and judgments 102 482 584 Self-insurance 1,243 1,506 2,749 Pension 10,663 1,466 12,129 Sick and vacation leave benefits 2,031 460 2,491 Other 789 1,369 2,158 Unearned revenue 6,080 6,080 Liabilities payable from restricted assets Accrued interest payable $ 32,236 32,236 Bonds payable - current $ 55,725 12,615 68,340

Total current liabilities 55,725 18,083 - 63,848 32,236 - 169,892

Noncurrent Liabilities Accrued liabilities Claims and judgments 44 207 251 Self-insurance 670 810 1,480 Sick and vacation leave benefits 1,470 333 1,803 Net pension liability 158,934 23,922 182,856 Other postemployment benefits 81,141 13,963 95,104 Unearned revenue 966 966 Bonds payable, net of unamortized discounts and premiums 1,205,203 116,446 1,321,649

Total noncurrent liabilities 1,205,203 243,225 - 155,681 - - 1,604,109

Total liabilities 1,260,928 261,308 - 219,529 32,236 - 1,774,001

Deferred Inflows of Resources Pension related amounts 4,304 562 4,866 Forward delivery agreements $ 505 2,310 2,815

Total deferred inflows of resources - 4,304 505 562 2,310 - 7,681

Net Position relNet investment in capital assets 479,140 2 5 $ 243,412 722,57 7 Restricted for: Debt requirements 15,933 3,000 194,420 213,353 Port projects 6,157 6,157 Capital and port district projects Unrestricted (deficiency) (197,382) 2,468 127,705 4,528 (62,681)

Total net position (deficiency) $ 479,140 $ (181,449) $ 5,468 $ 127,730 $ 198,948 $ 249,569 $ 879,406

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 109 FINANCIAL SECTION 152

DELAWARE RIVER PORT AUTHORITY

Combined Supplemental Schedule of Changes in Fund Net Position Information by Fund For the Year Ended December 31, 2019 (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 $ 437,765 $ (174,256) $ 5,275 $ 80,83 8 $ 138,984 $ 2 91,233 $ 779,839

Revenues and Expenses Operating revenues 338,960 29,244 368,204 Operating expenses (78,365) (56,057) (47,638) (182,060) General and administration expenses (56,468) (11,464) (67,932) Investment income 204 193 7,438 3,876 5,620 17,331 Interest expense 1,434 1,366 (64,471) (61,671) Economic development activities (95) (95) Other nonoperating revenues (expenses) 2,739 (650) 73 2,162 Other grant revenues 1,489 1,489

Total revenues and expenses (74,192) 225,989 193 (19,587) (60,595) 5,620 77,428

Government Contributions for Capital Improvements, Additions and other projects - - - 22,139 - - 22,139

Interfund Transfers and Payments Bond service (113,945) (18,866) 132,811 Funds free and clear of any lien or pledge (107,900) 107,900 Funds for permitted capital expenditures 46,773 (46,773) Retirement of bonds 11,895 (11,895) Funds for permitted port projects 511 (511) Capital additions 118,342 (118,342) Net equity transfers (2,775) (11,337) 14,469 (357)

Total interfund transfers and payments 115,567 (233,182) - 44,340 120,559 (47,284)

Net Position (Deficiency), December 31 $ 479,140 $ (181,449) $ 5,468 $ 127,730 $ 198,948 $ 249,569 $ 879,406

110 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT FINANCIAL 153 SECTION

DELAWARE RIVER PORT AUTHORITY

Supplemental Schedule of Net Position Information for Bond and Project Funds December 31, 2019 (amounts expressed in thousands)

1998 1999 Bond Bond Port District 1999 Port District 2018 Total Reserve Service Project Project Project Project Combined Fund Fund Fund Fund Fund Fund Funds

Assets Current Assets Restricted assets Cash and cash equivalents $ 4 60$ $ 473 $ 537 Investments $ 129,353 101,08 4$ 230,437 Accrued interest receivable 640 107 $ 674 1,421

Total current assets 129,993 101,191 4 60 473 674 232,395

Noncurrent Assets Restricted investments for capital projects 248,358 248,358 Derivative instrument - forward delivery agreements 2,310 2,310

Total noncurrent assets - 2,310 - - - 248,358 250,668

Total assets 129,993 103,501 4 60 473 249,032 483,063

Liabilities Current Liabilities Liabilities payable from restricted assets Accrued interest payable 32,236 32,236

Total current liabilities - 32,236 - - - - 32,236

Total liabilities - 32,236 - - - - 32,236

Deferred Inflows of Resources Forward delivery agreements - 2,310 - - - - 2,310

Net Position Net investment in capital assets 243,412 243,412 Restricted for Revenue and port district project bonds 125,465 125,465 Revenue and port district bond service 68,955 68,955 Capital and port district projects 4 6 0 473 5,620 6,157 Unrestricted 4,528 4,528

Total net position $ 129,993 $ 68,955 $ 4 $ 60 $ 473 $ 249,032 $ 448,517

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 111 FINANCIAL SECTION 154

DELAWARE RIVER PORT AUTHORITY

Supplemental Schedule of Changes in Net Position Information for Bond and Project Funds For the Year Ended December 31, 2019 (amounts expressed in thousands)

1998 1999 2001 Bond Bond Port District 1999 Port District Port District 2018 Total Reserve Service Project Project Project Project Project Combined Fund Fund Fund Fund Fund Fund Fund Funds

Net Position, January 1 $ 127,730 $ 11,254 $ 4 $ 60 $ 503 $ 481 $ 290,185 $ 430,217

Revenues and Expenses: Investment income 2,964 912 () 5,620 9,496 Interest expense (64,471) (64,471)

Total revenues and expenses 2,964 (63,559) - - 5,620 (54,975)

Interfund Transfers and Payments: Bond service 132,811 132,811 Funds in excess of bond reserve requirement (701) 701 Funds for permitted capital expenditures (46,773) (46,773) Retirement of bonds (11,895) (11,895) Funds for permitted port projects (30) (481) (511) Net equity transfers (357) (357)

Total interfund transfers and payments (701) 121,260 - - (30) (481) (46,773) 73,275

Net Position, December 31 $ 129,993 $ 68,955 $ 4 $ 60 $ 473 $ 249,032 $ 448,517

112 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 155 Statistical Section STATISTICAL 156 SECTION

FINANCIAL TREND DATA (Unaudited)

The Authority's net position increased by $99.6 million during 2019 based on strong operating results, with income before capital contributions of $77.4 million. (Note in 2018, a $74.1 million adjustment, due to accounting changes, reduced the overall net position year-to-year change to only $35.7 million).

The Authority's net position has improved from $286.9 million to $879.4 million (a $592.5 million increase) since 2010, largely due to higher toll revenues and operating income since then. During 2019, total operating revenues decreased slightly by $3.7 million (or down 1.0%), while operating expenses increased by $10.5 million (up 4.4%), to total $250.0 million. The major factor impacting the increase in operating expenses was attributable to an increase in depreciation expense, which accounted for 62.2% of the increase. In 2018, operating income decreased from $132.4 million to $118.2 million, a decrease of $14.2 million, due to lower operating revenues and the aforementioned increase in operating expenses. Income before capital contributions decreased by $5.4 million. Non-operating expenses improved by $8.8 million as a result of lower interest expense and no debt defeasance expense, as was experienced in 2018. Capital contributions during 2019 decreased by $4.9 million to total $22.1 million. Capital contributions (grants) accounted for 22.2% of the increase in net position.

Please refer to the following schedules for a historical view of the Authorityʼs financial performance.

Last Ten Fiscal Years

NET POSITION (In Thousands)

2019 2018 2017 2016 2015 2014 2013 2012 2011 2010 Net Investment in capital assets $ 722,577 $ 727,790 $ 271,323 $ 235,795 $ 203,366 $ 174,762 $ 213,138 $ 272,905 $ 214,632 $ 239,390 Restricted 219,510 157,143 205,742 209,924 219,485 215,004 159,521 143,692 185,219 158,589 Unrestricted (deficiency) (62,681) (105,094) 267,069 209,522 165,519 198,079 138,730 2,232 (67,153) (111,050) Total Net Position $ 879,406 $ 779,839 $ 744,134 $ 655,241 $ 588,370 $ 587,845 $ 511,389 $ 418,829 $ 332,698 $ 286,929

CHANGES IN NET POSITION (In Thousands)

2019 2018 2017 2016 2015 2014 2013 2012 2011 2010 Operating Revenues Bridges: Tolls $ 332,231 $ 335,588 $ 331,537 $ 319,778 $ 307,240 $ 297,267 $ 293,863 $ 292,810 $ 267,685 $ 243,879 Other operating revenues 6,729 7,201 5,856 6,675 6,435 7,702 6,451 6,372 5,049 4,753 Total bridge operating revenues 338,960 342,789 337,393 326,453 313,675 304,969 300,314 299,182 272,734 248,632 Transit system: Passenger fares 27,127 26,215 26,562 26,073 24,943 24,257 25,908 26,035 24,004 21,956 Other operating revenues 2,044 2,733 1,799 1,943 1,661 1,506 1,699 1,957 1,817 1,968 Total transit system operating revenues 29,171 28,948 28,361 28,016 26,604 25,763 27,607 27,992 25,821 23,924 Port of Philadelphia and Camden: Cruise terminal ------2 369 309 RiverLink - - - 27 30 - - - 68 61 Total Port of Philadelphia and Camden - - - - 27 30 - - 2 437 Other: Miscellaneous 73 170 226 216 985 150 203 224 556 1,801 Total operating revenues 368,204 371,907 365,980 354,712 341,294 330,882 328,124 327,400 299,548 274,727

Operating Expenses: Operations 103,195 98,391 96,310 93,443 89,213 100,596 97,436 98,581 94,259 99,518 Community impact 500 500 3,791 3,790 3,781 3,745 3,688 3,611 3,560 3,473 General and administration 67,932 68,756 60,142 66,964 56,309 41,347 38,932 44,277 40,536 46,272 Port of Philadelphia and Camden - - - - 49 189 62 29 246 824 Depreciation 78,365 71,816 61,270 58,933 57,614 57,425 54,801 55,018 49,216 47,751 Total operating expenses 249,993 239,463 221,513 223,130 206,966 203,302 194,919 201,516 187,817 197,838

Operating Income 118,212 132,444 144,467 131,582 134,328 127,580 133,205 125,884 111,731 76,889

Nonoperating Revenues (Expenses) Interest revenue (net of change in fair value of derivative instruments) 17,331 25,020 9,128 7,944 7,834 8,479 4,628 7,638 13,633 (25,867) Interest expense (61,671) (66,736) (72,556) (74,419) (75,792) (78,377) (58,784) (66,540) (77,870) (72,527) Amortization expense (61) (97) (100) (100) (100) (100) (100) (100) (100) (1,511) Economic development activities (95) (68) (4,194) (3,404) (4,167) (2,401) (4,371) (8,695) (2,025) (39,657) Loss of defeasance of debt - (9,266) ------Other 973 1,549 4,591 3,115 5,156 4,844 2,825 4,276 3,055 (1,366) Bond issuance costs ------(2,516) (1,374) - - Loss on abandonment of Aerial Tram project ------(18,318) - Loss on disposal of capital assets 2,739 - - (84) (1,732) - - - (7,929) - Total nonoperating revenues (expenses) (40,784) (49,598) (63,131) (66,948) (68,801) (67,555) (58,318) (64,795) (89,554) (140,928)

Income (Loss) Before Capital Contributions 77,428 82,846 81,336 64,634 65,527 60,025 74,887 61,089 22,177 (64,039)

Capital Contributions: Federal and state capital improvement grants 22,139 26,994 7,557 2,237 36,758 16,431 17,673 25,042 33,021 20,603

Change in Net Position $ 99,567 $ 109,840 $ 88,893 $ 66,871 $ 102,285 $ 76,456 $ 92,560 $ 86,131 $ 55,198 $ (43,436)

Figures for 2011 through 2019 include the implementation of Governmental Accounting Standards Board Statement No. 65, Items Previously Reported as Assets and Liabilities.

Figures for 2015 through 2019 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.

Figures for 2018 and 2019 include the implementation of Governmental Accounting Standards Board Statement No. 75, Accounting and Financial Reporting for Postemployment Benefits Other Than Pensions.

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 115 STATISTICAL SECTION 157

REVENUE CAPACITY DATA (Unaudited)

Total annual revenues (consisting primarily of bridge operating revenues, PATCO transit system revenues and investment income) have grown significantly in the past ten years, increasing from $281.1 million to $385.5 million, an increase in annual revenues of about $104.4 million. Revenue growth in the period from 2010 to 2019 reflected the impact of an increase in bridge toll rates and transit system fares implemented in 2011. 2019 revenues represented the second highest total revenues in the Authority's history, surpassed only by 2018's $396.8 million. During 2019, total revenues dropped by $11.3 million, as bridge operating revenues decreased by $3.8 million from 2018 to total $339.0 million, a decrease of 1.11%, while PATCO transit system operating revenues increased by $223 thousand. Interest income decreased by $7.7 million, or by 30.71%, because 2018 interest income figures were bolstered by a $7.9 million cash settlement related to a terminated forward delivery agreement.

Up until 2015, bridge traffic had decreased steadily since 2008. Traffic volume then trended upwards through 2018. In 2018, bridge traffic reached its highest level since 2008. Traffic declines between 2008 and 2014, were largely attributable to overall poor economic conditions and the impact of previous toll increases. In 2019, bridge traffic decreased slightly by 166 thousand vehicles or by 0.31% vs. 2018 volumes, largely due to the impact of major construction projects on and/or near the Commodore Barry and Betsy Ross bridges.

In 2019, total PATCO transit system operating revenues (inclusive of fare, parking, and advertising revenues) increased vs. 2018 figures. Total PATCO revenues increased by $223 thousand, representing a 0.77% increase. During 2019, PATCO's passenger fare revenues increased by $912 thousand, or by 3.48%, due to an increase in ridership of 316 thousand.

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

MAJOR REVENUES BY SOURCE (In Thousands)

2019 2018 2017 2016 2015 2014 2013 2012 2011 2010 Bridge operating revenues $ 338,960 $ 342,789 $ 337,393 $ 326,453 $ 313,675 $ 304,969 $ 300,314 $ 299,182 $ 272,734 $ 248,632 PATCO transit system operating revenues 29,171 28,948 28,361 28,016 26,604 25,763 27,607 27,992 25,821 23,924 Port of Philadelphia and Camden - - 27 30 - - 2 437 370 Interest income 17,331 25,014 9,013 7,720 7,450 6,909 5,581 5,803 4,968 8,176 Total revenues $ 385,462 $ 396,751 $ 374,767 $ 362,216 $ 347,758 $ 337,641 $ 333,502 $ 332,979 $ 303,960 $ 281,102

On July 1, 2011, the Authority implemented the second phase of a new bridge toll schedule which increased tolls in each vehicle class. The Authority also implemented a 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 approximately $1.79 million in 2019, $1.85 million in 2018, $1.8 million in 2017 and $1.7 million in 2016.

TOLL REVENUE BY BRIDGE (In Thousands)

2019 2018 2017 2016 2015 2014 2013 2012 2011 2010 Walt Whitman Bridge $ 125,948 $ 125,790 $ 125,001 $ 124,379 $ 122,648 $ 116,256 $ 111,256 $ 111,900 $ 103,191 $ 95,180 Ben Franklin Bridge 106,816 104,797 103,262 101,860 97,739 97,923 101,094 100,443 89,824 80,083 Betsy Ross Bridge 42,204 45,340 45,700 40,408 34,766 33,408 33,578 34,084 32,295 30,610 Commodore Barry Bridge 57,149 58,543 57,325 55,731 52,087 49,680 47,935 46,383 42,375 38,006 Total toll revenues $ 332,117 $ 334,470 $ 331,288 $ 322,378 $ 307,240 $ 297,267 $ 293,863 $ 292,810 $ 267,685 $ 243,879 E-ZPass CSC Revenue Allocation Share - (200) 249 (2,600) Other toll revenues 114 1,318 - - Net toll revenues $ 332,231 $ 335,588 $ 331,537 $ 319,778

On July 1, 2011, the Authority implemented the second phase of 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. In May 2017, the actual invoice payment for this commitment came in at $2.351 million. Revenues for 2017 were adjusted upward by $249 thousand to reflect this reduction in the amount due. In 2018, revenues were reduced by $200 thousand to adjust for the DRPA's E-ZPass CSC Revenue Allocation Share. Other toll revenues were $1.32 million. Please see Note 15 for additional information.

BRIDGE CASH TOLL RATES

2019 2018 2017 2016 2015 2014 2013 2012 2011 2010 Class 1 - Motorcycle $ 5.00 $ 5.00 $ 5.00 $ 5.00 $ 5.00 $ 5.00 $ 5.00 $ 5.00 $ 5.00 $ 4.00 Class 2 - Automobile 5.00 5.00 5.00 5.00 5.00 5.00 5.00 5.00 5.00 4.00 Class 3 - Two Axle Trucks 15.00 15.00 15.00 15.00 15.00 15.00 15.00 15.00 15.00 12.00 Class 4 - Three Axle Trucks 22.50 22.50 22.50 22.50 22.50 22.50 22.50 22.50 22.50 18.00 Class 5 - Four Axle Trucks 30.00 30.00 30.00 30.00 30.00 30.00 30.00 30.00 30.00 24.00 Class 6 - Five Axle Trucks 37.50 37.50 37.50 37.50 37.50 37.50 37.50 37.50 37.50 30.00 Class 7 - Six Axle Trucks 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 45.00 36.00 Class 8 - Bus 7.50 7.50 7.50 7.50 7.50 7.50 7.50 7.50 7.50 6.00 Class 9 - Bus 11.25 11.25 11.25 11.25 11.25 11.25 11.25 11.25 11.25 9.00 Class 10 - Senior Citizen (with ticket only) 2.50 2.50 2.50 2.50 2.50 2.50 2.50 2.50 2.50 2.00 Class 13 - Auto with trailer (1 axle) 8.75 8.75 8.75 8.75 8.75 8.75 8.75 8.75 8.75 6.00

The toll rates shown above are cash toll rates in effect for the period indicated. On July 1, 2011, the Authority implemented the second phase of a new bridge toll schedule which increased tolls in each vehicle class. The Authority also implemented a 10% increase in PATCO passenger fares. On December 1, 2015, the Authority reintroduced the frequent bridge traveler credit program, which pays $18 in monthly credits to passenger vehicles with a minimum of 18 bridge crossings per month.

116 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT STATISTICAL 158 SECTION

REVENUE CAPACITY DATA (Unaudited) (Continued)

BRIDGE TRAFFIC BY VEHICLE CLASSIFICATION (In Thousands)

2019 2018 2017 2016 2015 2014 2013 2012 2011 2010 Vehicle classification: Automobiles & light trucks 48,482 48,599 48,214 47,225 44,905 43,644 43,732 43,931 44,757 46,245 Trucks 3,335 3,343 3,304 3,137 2,865 2,713 2,571 2,505 2,542 2,603 Buses 227 241 239 236 217 228 231 236 250 260 Senior citizens 1,057 1,083 1,144 1,204 1,215 1,245 1,344 1,405 1,440 1,305 Other 3 4 3 3 3 2 2 3 3 1 Total traffic 53,104 53,270 52,904 51,805 49,205 47,832 47,880 48,080 48,992 50,414

BRIDGE TRAFFIC BY BRIDGE (In Thousands)

2019 2018 2017 2016 2015 2014 2013 2012 2011 2010 Walt Whitman Bridge 20,173 20,063 19,901 19,945 19,634 18,665 18,086 18,311 18,806 19,579 Ben Franklin Bridge 19,076 18,713 18,532 18,367 17,591 17,642 18,292 18,285 18,286 18,459 Betsy Ross Bridge 6,554 6,990 6,983 6,182 5,158 4,923 4,993 5,090 5,429 5,821 Commodore Barry Bridge 7,301 7,504 7,488 7,311 6,822 6,602 6,509 6,394 6,471 6,555 Total traffic 53,104 53,270 52,904 51,805 49,205 47,832 47,880 48,080 48,992 50,414

PATCO TRANSIT SYSTEM OPERATING REVENUES (In Thousands)

2019 2018 2017 2016 2015 2014 2013 2012 2011 2010 Passenger fares $ 27,127 $ 26,215 $ 26,562 $ 26,073 $ 24,943 $ 24,257 $ 25,908 $ 26,035 $ 24,004 $ 21,956 Other revenues 2,044 2,733 1,799 1,943 1,661 1,506 1,699 1,957 1,817 1,968 Total operating revenues $ 29,171 $ 28,948 $ 28,361 $ 28,016 $ 26,604 $ 25,763 $ 27,607 $ 27,992 $ 25,821 $ 23,924

On July 1, 2011, passenger fares were increased by 10%.

PATCO PASSENGER FARES

2019 2018 2017 2016 2015 2014 2013 2012 2011 2010 Lindenwold/Ashland/Woodcrest $ 3.00 $ 3.00 $ 3.00 $ 3.00 $ 3.00 $ 3.00 $ 3.00 $ 3.00 $ 3.00 $ 2.70 Haddonfield/Westmont/Collingswood 2.60 2.60 2.60 2.60 2.60 2.60 2.60 2.60 2.60 2.35 Ferry Avenue 2.25 2.25 2.25 2.25 2.25 2.25 2.25 2.25 2.25 2.05 New Jersey 1.60 1.60 1.60 1.60 1.60 1.60 1.60 1.60 1.60 1.45 City Hall/Broadway/Philadelphia 1.40 1.40 1.40 1.40 1.40 1.40 1.40 1.40 1.40 1.25

On July 1, 2011, passenger fares were increased by 10%.

PATCO TRANSIT SYSTEM RIDERSHIP (In Thousands)

2019 2018 2017 2016 2015 2014 2013 2012 2011 2010 Passengers 11,107 10,791 10,839 10,653 10,169 10,007 10,542 10,613 10,506 10,109

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 117 STATISTICAL SECTION 159

DEBT CAPACITY DATA (Unaudited)

Debt Service Coverage : During the period 2010 to 2017, the Authority's debt service coverage (DSC), was 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 2018, to 2.21x vs. 2017's performance of 2.09x, largely as a result of higher net revenues available for debt service (the highest level in DRPA history), and a $2.3 million reduction in total debt service (attributable to the 2010D bond defeasance and refunding of all variable rate debt in mid-December 2018).

During the period, 2010 to 2013, growth in net revenues from $153.2 million to $211.2 million helped propel an increase in DSC from 1.73x 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 of 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 period thru 2019.

In 2019, net revenues available for debt service, decreased by $15.2 million resulting primarily from lower toll revenues (down $3.4 million) and lower revenue fund interest income ($11.6 million). Bridge operating and debt service expenses also increased. The aforementioned factors resulted in drop in DCR from 2.21x to 2.04x.

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

DEBT SERVICE COVERAGE (In Thousands)

2019 *** 2018 2017 2016 2015 2014 2013 2012 2011 * 2010 * Revenues available for Debt Service: Bridge operating $ 338,960 $ 342,789 $ 337,393 $ 326,453 $ 313,675 $ 304,969 $ 300,314 $ 299,182 $ 272,734 $ 248,632 Interest income 397 3,145 561 527 157 152 152 154 155 156 339,357 345,934 337,954 326,980 313,832 305,121 300,466 299,336 272,889 248,788

Less expenses: Bridge operating 57,235 53,550 54,116 50,737 47,885 53,466 53,042 56,325 49,369 56,354 General and administration 57,063 59,939 51,938 59,558 48,378 41,347 38,932 44,277 40,536 46,272 114,298 113,489 106,054 110,295 96,263 94,813 91,974 100,602 89,905 102,626

Add: GASB 45 Expense (exclusive of PATCO) 4,386 3,439 3,635 3,843 4,694 4,694 400 1,635 1,005 6,012 Interest Income: 1998, 1999, 2008, 2010, 2013 and 2018 Revenue Bonds 2,706 11,549 2,666 2,889 2,342 2,349 2,352 2,086 2,387 983 7,092 14,988 6,301 6,204 7,036 7,043 2,752 3,721 3,392 6,995 Net revenues available for Debt Service: 1998 Revenue Bond Indenture $ 232,151 $ 247,433 $ 238,201 $ 222,889 $ 224,605 $ 217,351 $ 211,244 $ 202,455 $ 186,376 $ 153,157

Debt Service (Revenue Bonds):** Swap Payments (net) $ 18,430 $ 24,634 $ 28,835 $ 32,351 $ 34,681 $ 36,206 $ 37,736 $ 39,250 $ 40,687 1998, 1999 Revenue Bonds ------6,450 19,391 26,956 2008 Revenue Refunding Bonds 25,517 23,188 20,839 18,648 17,746 15,775 15,155 14,534 12,497 2010 Revenue Bonds 12,997 15,429 15,429 15,429 15,429 15,429 15,429 15,429 7,114 2010 Revenue Refunding Bonds 30,052 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 23,655 23,655 854 - - - 2018 Revenue Bonds 90,291 1,248 ------Total Debt Service $ 113,946 $ 111,899 $ 114,107 $ 113,046 $ 111,643 $ 111,956 $ 80,069 $ 76,015 $ 89,637 $ 88,403

Debt Service coverage (Times) : 1998 Bond Indenture 2.04 2.21 2.09 1.97 2.01 1.94 2.64 2.66 2.08 1.73

* During 2011, the Authority changed its accounting method to remove the projected costs of bridge repainting. Figures for 2010 have been restated. ** Debt service for the years 2010 through 2016 have been restated. *** The Authority's variable rate debt (revenue refunding bonds) and swaps were terminated in 2018.

FUNDED DEBT* (In Thousands) 2019 2018 2017 * 2016 * 2015 * 2014 * 2013 * 2012 * 2011 * 2010 Outstanding Revenue Bond related debt $ 1,260,928 $ 1,274,676 $ 1,298,855 $ 1,341,686 $ 1,382,263 $ 1,420,724 $ 1,450,720 $ 978,185 $ 1,034,519 $ 1,065,375 Outstanding Port District Project Bond debt 129,061 142,796 155,966 168,603 180,735 192,454 203,995 209,603 314,470 303,554 Total outstanding debt $ 1,389,989 $ 1,417,472 $ 1,454,821 $ 1,510,289 $ 1,562,998 $ 1,613,178 $ 1,654,715 $ 1,187,788 $ 1,348,989 $ 1,368,929

* Figures for 2011 through 2019 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) (In Thousands)

2019 2018 2017 2016 2015 2014 2013 2012 2011 2010 Outstanding Revenue Bond related debt $ 1,260,928 $ 1,274,676 $ 1,298,855 $ 1,341,686 $ 1,382,263 $ 1,420,724 $ 1,450,720 $ 978,185 $ 1,034,519 $ 1,065,375 Total annual debt service related to Revenue Bonds $ 113,946 $ 78,365 $ 114,107 $ 116,201 $ 111,643 $ 111,956 $ 80,069 $ 76,015 $ 89,637 $ 88,403 Total traffic 53,104 53,270 52,904 51,805 49,205 47,832 47,880 48,080 48,992 50,414 Outstanding Revenue Bond debt per customer $ 23.74 $ 23.93 $ 24.55 $ 25.90 $ 28.09 $ 29.70 $ 30.30 $ 20.34 $ 21.12 $ 21.13 Outstanding total bond debt per customer $ 26.17 $ 26.61 $ 27.50 $ 29.15 $ 31.77 $ 33.73 $ 34.56 $ 24.70 $ 27.53 $ 27.15 Debt service per customer $ 2.15 $ 1.47 $ 2.16 $ 2.24 $ 2.27 $ 2.34 $ 1.67 $ 1.58 $ 1.83 $ 1.75

Source: The Authority

118 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT STATISTICAL 160 SECTION

DEMOGRAPHIC AND ECONOMIC DATA (Unaudited)

The following figures provide four key external factors during the ten years from 2009-2018 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 (2018 is the latest year for which this information is available), population increased in the Pennsylvania counties by 3.47% (about 138,513) since 2009. The unemployment rate in the Philadelphia counties for the period of 2009 through 2018 reflected a high of 8.63% in 2012 and a low of 4.21% in 2018. Seven of the top ten employers in the Pennsylvania counties were health care organizations. There was an increase in the population of the Pennsylvania counties by approximately 0.21%, from 2017 to 2018, an increase of about 8,500 people. The unemployment rate decreased from 4.78% to 4.21% during 2017 versus 2018.

Population increased in the New Jersey counties by 0.06% (about 1,500 people) since 2009, however there was a population decrease from 2017 to 2018 by 11,200 people, or 0.46%. The unemployment rate in the New Jersey counties for the period of 2009 through 2018 reflected a high of 10.82% in 2012 and a low of 4.69% in 2018. The unemployment rate decreased from 5.29% in 2017 to 4.69% in 2018. Four of the top ten employers were health care organizations and three of the top ten are universities.

Please refer to the schedules below for a historical view of the demographic information and area employers within the Port District.

Last Ten Fiscal Years

PENNSYLVANIA PORT DISTRICT

2018 2017 2016 2015 2014 2013 2012 2011 2010 2009 (1) Population 4,127,734 4,119,268 4,095,710 4,093,516 4,081,572 4,067,265 4,053,493 4,033,385 4,013,504 3,989,221 (1) Total Personal Income $282,112,667 $270,935,037 $260,561,830 $251,261,143 $241,144,698 $229,839,578 $227,744,849 $213,170,968 $201,303,429 $191,120,068 (1) Per Capita Personal Income $68,346 $65,773 $63,618 $61,380 $59,081 $56,510 $56,185 $52,852 $50,157 $47,909 (2) Unemployment Rate 4.21% 4.78% 5.17% 5.30% 5.98% 7.60% 8.63% 8.14% 8.36% 7.91%

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 41,676 1.33% 6. Temple University Health System 9,722 0.31%

2. Thomas Jefferson University & Jefferson Health 30,500 0.97% 7. Bayada Home Health Care 8,806 0.28%

3. Comcast Corporation 14,444 0.46% 8. Einstein Healthcare Network 8,800 0.28%

4. Mainline Health 11,000 0.35% 9. Independence Health Group 7,403 0.24%

5. Drexel University 10,225 0.33% 10. Wells Fargo Bank, N.A. 6,138 0.20%

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).

Source: Philadelphia Business Journal

NEW JERSEY PORT DISTRICT

2018 2017 2016 2015 2014 2013 2012 2011 2010 2009 (1) Population 2,417,089 2,428,265 2,425,552 2,426,511 2,429,015 2,427,966 2,429,417 2,427,092 2,424,005 2,415,545 (1) Total Personal Income $130,016,858 $125,526,033 $120,512,111 $117,756,428 $113,026,005 $109,187,163 $107,985,081 $105,590,941 $101,444,769 $99,501,765 (1) Per Capita Personal Income $53,791 $51,694 $49,684 $48,529 $46,532 $44,971 $44,449 $43,505 $41,850 $41,192 (2) Unemployment Rate 4.69% 5.29% 5.68% 6.82% 7.99% 9.62% 10.82% 10.75% 10.33% 9.90%

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. ACCU Staffing Services 27,530 0.88% 6. 4,463 0.14%

2. CVS Health 9,600 0.31% 7. NFI 1,790 0.06%

3. Virtua 9,202 0.29% 8. Stockton University 1,598 0.05%

4. Cooper University Health Care 7,362 0.24% 9. Rutgers University - Camden 1,100 0.04%

5. Inspira Health 5,915 0.19% 10. American Water 875 0.03%

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).

Source: Philadelphia Business Journal

EMPLOYMENT SHARES BY SECTOR: GREATER PHILADELPHIA REGION 2018 Public administration, 3.8% Agriculture, forestry, fishing and Other services (except public hunting, and mining, 0.5% administration), 4.6% Construction, 5.6%

Manufacturing, 8.4% Arts, entertainment, and recreation, and accommodation Wholesale trade, 2.8% and food services, 8.0%

Retail trade, 10.7% Educational services, and health care and social assistance, 27.2% Transportation and warehousing, and utilities, 5.1%

Information, 2.1%

Professional, scientific, and management, and administrative and waste Finance and insurance, and real estate and management services, 13.1% rental and leasing, 8.1% Source: American Community Survey

DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 119 STATISTICAL SECTION 161

OPERATING INFORMATION (Unaudited)

Overall bridge operating revenues, and more specifically bridge toll revenues, have shown positive year-to-year growth for the ten-year period shown below, with the exception of 2019 activity. Toll revenues beginning in 2012 increased sharply relative to prior years, due to the mid-year 2011 toll increase. Since 2017, bridge operating revenues have exceeded $330 million. During 2018, net toll revenues reached $335.6 million annually, the highest in DRPA history. These higher revenues were largely attributable to a 366 thousand increase in total traffic activity (especially commercial vehicle) during 2018. During 2019, bridge operating revenues decreased by $3.8 million, or by 1.12%, primarily due to the drop in net toll revenues of $3.4 million. (The lower toll revenues reflected reduced traffic of 166 thousand vehicles). Total revenues for 2019 still are the second highest total in DRPA history.

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. In 2019, general expenses totaled $233.3 million, down $1.1 million (or 0.46%), from the previous year, largely due to reduced interest expense (of $5.0 million) offsetting most of the increases in DRPA and PATCO expenses. (2018 total expenses had reflected a small $1.6 million increase vs. 2017).

During 2011 and 2012, capital expenditures, exceeded $100 million for the first times during the ten-year period shown, with 2011 expenditures exceeding $158 million. During 2014 through 2017, capital expenditures averaged around $130 million a year. The large increase in 2018 was related to several major projects such as the PATCO Transit Car Overhaul and Lindenwold Viaduct and Track rehab, the BFB Bike and Pedestrian Walkway and the deleading and repainting at Commodore Barry and Walt Whitman bridges. In 2019, the Authority's capital expenditures dropped to $118.3 million from the very high expenditure levels experienced in 2018 ($168.3 million). 2018 expenditure levels were $35.1 million higher than 2017 expenditure levels. The decrease in 2019 expenditures was primarily due to major projects rolling off and delays in some major projects. Capital expenditures were funded with bond project and General Funds and 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

BRIDGE OPERATING REVENUES (In Thousands)

2019 2018 2017 2016 2015 2014 2013 2012 2011 2010 Toll revenues by vehicle classification: Automobiles & light trucks $ 241,636 $ 242,316 $ 240,079 $ 234,982 $ 225,263 $ 219,197 $ 219,379 $ 220,379 $ 201,483 $ 184,439 Trucks 85,235 86,609 85,548 81,352 76,389 72,377 68,298 66,087 60,383 54,856 Buses 2,215 2,376 2,383 2,354 2,189 2,278 2,310 2,370 2,271 2,074 Senior citizens 2,641 2,709 2,860 3,010 3,037 3,113 3,360 3,512 3,123 2,308 Other 390 460 418 680 362 302 516 462 425 202 Total toll revenues 332,117 334,470 331,288 322,378 307,240 297,267 293,863 292,810 267,685 243,879 E-ZPass CSC Revenue Allocation - (200) 249 (2,600) Other toll revenues 114 1,318 - - Net toll revenues $ 332,231 $ 335,588 $ 331,537 $ 319,778 Other bridge operating revenues 6,729 7,201 5,856 6,675 6,435 7,702 6,451 6,372 5,049 4,753 Total bridge operating revenues $ 338,960 $ 342,789 $ 337,393 $ 326,453 $ 313,675 $ 304,969 $ 300,314 $ 299,182 $ 272,734 $ 248,632

On July 1, 2011, the Authority implemented the second phase of 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. In May 2017, the actual invoice payment for this commitment came in at $2.351 million. Revenues for 2017 were adjusted upward by $249 thousand to reflect this reduction in the amount due. In 2018, revenues were reduced by $200 thousand to adjust for the DRPA's E-ZPass CSC Revenue Allocation Share. Other toll revenues were $1.32 million. Please see Note 15 for additional information.

GENERAL EXPENSES BY FUNCTION (In Thousands)

2019 * 2018 * 2017 * 2016 * 2015 * 2014 2013 2012 2011 2010 Bridge operations: Salaries and employee benefits $ 50,560 $ 46,665 $ 47,739 $ 44,836 $ 39,605 $ 35,955 $ 34,184 $ 32,790 $ 30,743 $ 31,743 Equipment and supplies 1,242 984 1,323 991 203 187 209 159 194 259 Maintenance and repairs 2,140 2,511 1,807 1,996 3,408 3,905 3,356 1,990 3,327 3,433 Utilities 1,361 1,329 1,323 1,393 1,597 2,256 1,591 1,636 1,694 2,819 Insurance - - - - - 3,053 5,719 2,877 4,974 5,765 Other 1,932 2,061 1,924 1,521 3,072 8,110 7,983 16,873 8,437 12,335 Total bridge operations 57,235 53,550 54,116 50,737 47,885 53,466 53,042 56,325 49,369 56,354

PATCO transit system: Maintenance of way and power 13,557 13,624 13,153 12,363 12,308 11,469 11,263 10,770 10,865 11,261 Maintenance of equipment 7,696 7,363 6,406 9,009 7,256 6,728 6,547 6,157 6,149 7,666 Purchased power 4,225 4,055 3,908 3,776 4,396 4,712 4,688 4,270 5,230 5,667 Transportation 20,483 19,799 18,727 17,558 17,368 16,070 16,015 15,012 14,347 13,986 General and administration General insurance 1,499 1,282 1,774 1,036 1,902 2,564 1,583 1,276 4,288 876 Administration 9,370 7,535 6,430 6,370 6,029 5,587 4,298 4,771 4,011 8,059 Total PATCO transit system 56,830 53,658 50,398 50,112 49,259 47,130 44,394 42,256 44,890 47,515

Community impact 500 500 3,791 3,790 3,781 3,745 3,688 3,611 3,560 3,473 General and administration 57,063 59,939 51,938 59,558 48,378 41,347 38,932 44,277 40,536 46,272 Port of Philadelphia and Camden - - - - 49 189 62 29 246 824 Interest 61,671 66,736 72,556 74,419 75,792 78,377 58,784 66,540 77,870 72,527 Total expenses $ 233,299 $ 234,383 $ 232,799 $ 238,616 $ 225,144 $ 224,254 $ 198,902 $ 213,038 $ 216,471 $ 226,965

In 2019, total expenses decreased by $1.1 million or by 0.46%, largely a result of lower interest costs (down $5.0 million), which offset increases in bridge and PATCO transit system operating expenses. From 2010 through 2013, total general expenses at DRPA and PATCO reflected a downward trend, decreasing from $226.97 million in 2010 to $198.9 million, a 14.1% decrease over the period. Total expenses for 2013 dropped below $200 million annually, the first time this had happened since 2006. Beginning in 2014, interest expense increased significantly due to the issuance of the 2013 revenue bonds, which greatly impacted total expenses. In 2018, interest expense decreased to $66.74 million, a decrease of $5.82 million or 8.02%, in part due to defeasance of the 2010 bonds in November 2018. In 2018, DRPA G&A expenses increased by $8.0 million. The increase in G&A was principally attributable to the biennial inspection and bond issuance costs.

* Beginning in the year 2015, insurance expense has been recorded to general and administration expense.

120 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT STATISTICAL 162 SECTION

OPERATING INFORMATION (Unaudited) (Continued)

OPERATING STATISTICS (In Thousands)

2019 2018 2017 2016 2015 2014 2013 2012 2011 2010 DRPA Total Traffic 53,104 53,270 52,904 51,805 49,205 47,832 47,880 48,080 48,992 50,414 Non-Commercial Traffic 49,769 49,927 49,600 48,668 46,340 45,119 45,309 45,575 46,450 47,811 Commercial Traffic 3,335 3,343 3,304 3,137 2,865 2,713 2,571 2,505 2,542 2,603 Average Daily Traffic 145 146 145 142 135 131 131 132 134 138 Average Toll per Customer $ 6.25 $ 6.28 $ 6.26 $ 6.22 $ 6.24 $ 6.21 $ 6.14 $ 6.09 $ 5.46 $ 4.84 E-ZPass Traffic 36,157 35,827 34,941 33,569 31,342 30,182 29,635 29,098 28,983 28,911 % of E-ZPass Traffic 68.1% 67.3% 66.0% 64.8% 63.7% 63.1% 61.9% 60.5% 59.2% 57.3%

PATCO Total Passengers 11,107 10,791 10,839 10,653 10,169 10,007 10,542 10,613 10,506 10,109 Average Daily Passengers 30 30 30 29 28 27 29 29 29 28 Average Fare Per Passenger $ 2.44 $ 2.43 $ 2.45 $ 2.45 $ 2.45 $ 2.42 $ 2.46 $ 2.45 $ 2.28 $ 2.17

Average fare per passenger based on PATCO net passenger fare revenues

For 2016 through 2019, average toll is calculated on the gross toll revenues. Please see Note 16 for more information.

Source: DRPA Revenue Audit

FULL TIME AUTHORITY EMPLOYEES

2019 2018 2017 2016 2015 2014 2013 2012 2011 2010 DRPA 576 583 574 558 568 564 572 567 564 582 PATCO 326 313 315 309 306 302 308 296 302 309 Total Full-time 902 896 889 867 874 866 880 863 866 891

Source: DRPA Human Resources

CAPITAL EXPENDITURES (In Thousands)

2019 2018 2017 2016 2015 2014 2013 2012 2011 2010 Bridge and Transit System $ 118,342 $ 168,336 $ 133,218 $ 124,092 $ 137,267 $ 131,993 $ 87,468 $ 118,056 $ 158,812 $ 71,494

Source: DRPA Accounting

CAPITAL ASSET STATISTICS

Facility - Lane Miles 2019 2018 2017 2016 2015 2014 2013 2012 2011 2010 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 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 121 STATISTICAL SECTION 163

Bridge & PATCO Operations

DRPA Bridge Traffic 2010-2019 DRPA Bridge Toll Revenues 2010-2019 (in millions of vehicles) (in millions of dollars)

60 $300

50 $225 40

30 $150

20 $75 10

0 0 ‘10 ‘11 ‘12 ‘13 ‘14 ‘15 ‘16 ‘17 ‘18 ‘19 ‘10 ‘11 ‘12 ‘13 ‘14 ‘15 ‘16 ‘17 ‘18 ‘19

PATCO Passenger Ridership 2010-2019 PATCO Passenger Fare Revenues 2010-2019 (in millions of passengers) (in millions of dollars)

$28

12 $24

10 $20

8 $16

6 $12

4 $8

2 $4

0 0 ‘10 ‘11 ‘12 ‘13 ‘14 ‘15 ‘16 ‘17 ‘18 ‘19 ‘10 ‘11 ‘12 ‘13 ‘14 ‘15 ‘16 ‘17 ‘18 ‘19

Notes: • On July 1, 2011, the Authority implemented the second phase of a new bridge toll schedule which increased tolls in each vehicle class and a 10% PATCO passenger fare increase. • On December 1, 2015, the Authority reinstituted the E-ZPass frequent bridge traveler credit program.

122 DRPA 2019 COMPREHENSIVE ANNUAL FINANCIAL REPORT 164

Delaware River Port Authority Comprehensive Annual Financial Report for the Years Ended December 31, 2019 and 2018

PRODUCED BY: DRPA Corporate Communications Dierdre M. Donatucci Michael D. Williams

FINANCIAL DATA COMPILED BY: James M. White, Jr., CCM John F. Lotierzo, CPA, CGMA Darcie DeBeaumont, MBA, CPA Orville Parker Jennifer A. DePoder

PRINTED BY: DRPA Printing Services 165

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, 2018

Executive Director/CEO

For the twenty-seventh 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 2018 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 166 DELAWARE RIVER PORT AUTHORITY BALANCE SHEET March 31, 2020 UNAUDITED Restricted Funds Restricted Funds Restricted Funds March 31, 2020 December 31, 2019 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 $ 1,893,938 $ 17,072,164 $ 18,966,102 $ 21,239,897 Investments 284,626,571 284,626,571 288,373,314 Accounts Receivable net of Allowance 6,205,407 4,317,000 10,522,407 15,177,231 Accrued Interest Receivable 697,566 697,566 845,497 Transit System and Storeroom Inventories 391,121 6,187,129 6,578,250 6,347,348 Prepaid Expenses 3,381,837 1,134,977 4,516,814 4,603,840 Economic Development Loans net Current Portion 518,823 518,823 527,742 Restricted Assets Cash and Cash Equivalents 3,394,642 536,831 $ 3,931,473 6,458,839 Investments 14,624,769 5,473,278 36,725,640 125,960,722 182,784,408 247,478,864 Accrued Interest Receivable 38,178 15,584 453,996 616,163 1,123,920 1,439,264 Total Current Assets $ - $ 29,891,713 $ 314,554,231 $ 5,511,456 $ 36,741,224 $ 126,414,718 $ 1,152,994 $ 514,266,334 $ 592,491,836 Non Current Assets Restricted Investments for Capital Assets 234,409,388 $ 234,409,388 $ 248,358,293 Derivative instrument - Forward delivery agreements 505,000 2,310,000 $ 2,815,000 $ 2,815,000 Capital Assets net of Accumulated Depreciation Land 74,034,450 25,000 74,059,450 74,059,450 Construction in Progress 535,960,217 535,960,217 519,294,711 Bridges and Related Buildings and Equipment 654,140,763 654,140,763 667,341,652 Transit Property and Equipment 431,608,777 431,608,777 437,746,009 Port Enhancements 772,824 772,824 836,239 Total Non current Assets $ 1,696,517,031 $ - $ 25,000 $ 505,000 $ 2,310,000 $ - $ 234,409,388 $ 1,933,766,419 $ 1,950,451,353 Other Economic Development Loans net Non Current Portion 10,526,861 10,526,861 10,647,647 Total Other Assets -$ -$ 10,526,861$ -$ -$ -$ -$ 10,526,861$ 10,647,647$ $ - Total Non Current Assets $ 1,696,517,031 $ - $ 10,551,861 $ 505,000 $ 2,310,000 $ - $ 234,409,388 $ 1,944,293,279 $ 1,961,099,001 Total Assets 1,696,517,031$ 29,891,713$ 325,106,091$ 6,016,456$ 39,051,224$ 126,414,718$ 235,562,382$ 2,458,559,614$ 2,553,590,837$ Deferred Outflows of Resources Postemployment Benefit Related Amounts 9,910,263 2,394,421 12,304,684 12,303,684 Pension Related Amounts 42,165,341 11,344,395 53,509,736 53,508,736 Loss on Refunding of Debt 37,986,120 790,899 38,777,019 41,685,218 Total Deferred Outflows of Resources 37,986,120$ 52,075,604$ 14,529,714$ -$ -$ -$ -$ 104,591,438$ 107,497,638$ Liabilities Current Liabilities Accounts Payable Retained Amounts on Contracts 118,440 16,346,400 16,464,839 19,487,140 Other Accounts Payable 1,189,847 7,591,242 8,781,089 23,637,607 Accrued Liabilities Claims and Judgments 58,456 271,121 329,577 584,000 Self Insurance 825,617 955,148 1,780,765 2,749,000 Pension 7,126,073 1,896,015 9,022,088 12,129,400 Sick and Vacation Leave Benefits 1,395,878 314,055 1,709,933 2,491,170 Other Accrued Liabilities 755,686 1,563,470 2,319,156 2,158,463 Unearned Revenue 386,314 2,537,595 2,923,909 6,079,737 Liabilities Payable Restricted Assets Accrued Interest Payable 15,343,616 15,343,616 32,235,661 Bond Payable - Current 57,400,000 13,385,000 70,785,000 68,340,000 Total Current Liabilities 57,400,000$ 11,856,310$ 44,860,045$ -$ 15,343,616$ -$ -$ 129,459,972$ 169,892,179$ Non Current Liabilities Accrued Liabilities Claims and Judgments 87,684 406,682 494,366 250,661 Self Insurance 1,238,425 1,432,722 2,671,147 1,480,237 Sick and Vacation Leave Benefits 2,093,816 471,082 2,564,899 1,802,687 Net Pension Liability 158,933,818 23,921,924 182,855,742 182,855,742 Other Post Employment Liabilities 81,141,519 13,962,821 95,104,340 95,104,340 Unearned Revenue 579,471 3,806,393 4,385,864 965,938 Bonds Payable net of Amortizations 1,144,576,082 102,630,364 1,247,206,446 1,321,648,964 Total Noncurrent liabilities $ 1,144,576,082 $ 244,074,733 $ 146,631,988 $ - $ - $ - $ - $ 1,535,282,803 $ 1,604,108,568 Total Liabilities $ 1,201,976,082 $ 255,931,043 $ 191,492,034 $ - $ 15,343,616 $ - $ - $ 1,664,742,775 $ 1,774,000,747 Deferred Inflows of Resources Pension Related Amounts 4,303,998 561,732 4,865,730 4,865,730 Forward delivery agreement related amounts 505,000 2,310,000 2,815,000 2,815,000 Total Deferred Inflows of Resources -$ 4,303,998$ 561,732$ 505,000$ 2,310,000$ -$ -$ 7,680,730$ 7,680,730$ Total Net Position 532,527,069$ (178,267,724)$ 147,582,040$ 5,511,456$ 21,397,608$ 126,414,718$ 235,562,382$ 890,727,547$ 879,404,998$

Page 1 DELAWARE RIVER PORT AUTHORITY 167 Combined Statements of Revenues, Expenses and Changes in Net Position For the Period Ended March 31 (Unaudited) (amounts expressed in thousands) Period Ended 3/31/2020 3/31/2019 Operating Revenues Bridges: Tolls (Schedule 4) 71,471,938$ 76,009,352$ Other Operating Revenues 1,210,477 1,102,206 Total Bridge Operating Revenues 72,682,415$ 77,111,558$ Transit System: Passenger Fares 5,699,182 6,576,798 Other Operating Revenues 419,181 545,549 Total Transit System Operating Revenues 6,118,363$ 7,122,347$ Other Miscellaneous 24,212 16,702 Total Operating Revenues 78,824,990$ 84,250,607$ Operating Expenses Operations 12,134,890 12,122,005 Transit System 11,638,966 11,441,537 Community Impact 124,999 124,999 General & Administrative 15,816,519 14,808,071 Depreciation 19,401,535 19,765,019 Total Operating Expenses $ 46,982,020 $ 58,261,631 Operating Income $ 31,842,971 $ 25,988,976 Non Operating Revenues (Expenses) Interest Income 4,717,081 4,392,695 Change in FMV of Derivative Instruments - 5,506 4,717,081$ 4,717,081$ 4,398,201$ Interest on Funded Debt Port District Project Bonds, Series 1999 (26,450) (161,766) Amortization Expense PDP Series 1999 - (15,196) Port District Project Refunding Bonds 2012 (992,160) (1,059,407) Revenue Bonds, Series 2018 (8,059,750) (8,641,463) Amortization Expense Rev Bonds Series A-B 2018 256,106 216,769 Revenue Bonds, Series 2013 (5,772,044) (5,772,044) (14,594,298)$ (14,594,298)$ (15,433,107)$ Economic Development Activities (4,872) (2,260) Gain (Loss) on Assets - - Other Grant Revenues 15,400 5,183,237 Other Non Operating Income 54,216 104,946 Other Non Operating Expenses (15,396) (4,826) Total Non Operating Revenues (Expenses) $ (9,827,869) $ (5,753,809) Income Before Capital Contributions 22,015,102$ 20,235,167$ Fed & State Capital Improvement Grants 1,442,337 1,802,362 Change in Net Position $ 23,457,439 $ 22,037,529 Net Position, January 1 879,404,998$ 779,835,322$ Net Position, March 31 $ 902,862,437 $ 801,872,851

Page 2 CONSOLIDATED STATEMENT OF CASH FLOWS 168 For the Period Ended March 31 (Unaudited) (amounts expressed in thousands)

Cash Flow Statement Period Ending 3/31/2020 3/31/2019 Cash Flows From Operating Activities Receipts from Customers and Users 83,744$ 86,862$ Payment for Other Goods and Services (28,761) (27,786) Payments for Employee Services (31,312) (29,598) Net cash Provided by Operating Activities 23,671$ 29,478$

Cash Flows From Non Capital Financing Payments for Econ Dev Activity (5) (2) Repayment of Econ Development Loans 130 124 Grants Received 15 5,183 Proceeds from Non Operating Income 54 105 Payments for Non Operating Expenses 1,005 (623) Net Cash Provided by Non Capital Finance 1,200$ 4,787$

Cash Flows From Capital Financing Acquisition & Construction of Capital Asset (18,108) (15,358) Capital Contributions Received 1,442 1,802 Principal Paid on Bonded Debt (68,340) (15,190) Interest Paid on Debt (32,236) (12,019) Net Cash Provided by Capital Finance (117,241)$ (40,765)$ Cash Flows From Investing Activities Purchase of Investments (147,916) (117,869) Proceeds from Sale/Maturity Investments 230,306 119,153 Interest Received 5,179 4,389 Net Cash Provided by Investing Activity $ 87,569 $ 5,673

Net Increase (Decrease) in Cash and Equivalents $ (4,801) $ (827)

Cash, Beginning of Year $ 27,699 $ 37,700

Cash, End of Period $ 22,898 $ 36,873

Cash at March 31 22,898$ 36,873$ Unrestricted 18,966$ 33,330$ Restricted $ 3,931 $ 3,543

Page 3 Combined Supplemental Schedule of Changes in Fund Net Position Information by Fund For the Period Ended March 31, 2020 (Unaudited) 169

Restricted Restricted Funds Restricted Capital Revenue General Maintenance Bond Service Bond Reserve Combined Project March 31, 2020 December 31, 2019 Fund Fund Fund Fund Funds Funds Funds Total Total Net Position (Deficiency), January 1 479,140$ (181,451)$ 127,731$ 5,468$ 68,955$ 129,993$ 249,568$ 879,405$ 779,835$ Revenues & Expenses: Operating Revenue 72,691 6,134 78,825 368,204 Operating Expenses (19,403) (12,136) (11,762) (43,300) (182,060) General & Administration Expense (12,739) (3,078) (15,817) (67,932) Investment Income 38 2,970 44 54 617 994 4,717 17,331 Interest Expense 398 352 (15,344) (14,594) (61,671) Economic Development Activities (5) (5) (95) Other Non Operating Revenues (Expenses) 51 (12) 39 2,162 Other Grant Revenues 15 15 1,489 Total Revenue & Expenses $ (19,005) 47,905,875.71 $ (5,386) $ 44 $ (15,290) $ 617 $ 994 $ 9,880 $ 77,430

Gov't Contributions for Cap Improvements 1,442 1,442 22,139

Total Interfund Transfers & Payments $ 72,392 $ (44,723) $ 23,794 - $ (32,268) $ (4,195) $ (15,000) . Net Position (Deficiency) End of Period/Year$ 532,527 $ (178,268) $ 147,582 $ 5,511 $ 21,398 $ 126,415 $ 235,562 890,727,547 $ 879,405

Page 4 170

DELAWARE RIVER PORT AUTHORITY Other Postemployment Benefits Trust Combined Statement of Trust Net Position Available for Benefits For the Period Ended March 31, 2020 (Unaudited) (amounts expressed in thousands)

3/31/2020 Assets Investments $ 32,905 Accrued Interest Receivable 132

Total Assets 33,036

Liabilities Accrued Expenses 26

Total Liabilities 26

Net Position Held in Trust for Retiree Health Benefits 33,010

Total Net Position $ 33,010

The accompanying notes to combined financial statements are an integral part of this statement.

Page 5 171 DELAWARE RIVER PORT AUTHORITY Other Postemployment Benefits Trust Combined Statement of Changes in Trust Net Position For the Period Ended March 31, 2020 (Unaudited) (amounts expressed in thousands) Unaudited 3/31/2020 Additions Investment Income (Loss) 751

Total additions 751

Deductions Benefit Payments Administrative Expenses (26)

Total deductions (26)

Increase (Decrease) in Net Position 725

Net Position, January 1 32,285

Net Position, March 31, 2020 $ 33,010

The accompanying notes to combined financial statements are an integral part of this statement.

Page 6 172 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (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 thirty (30) agencies in seventeen (17) states. Through March 31, 2020, customer participation in the E-ZPass electronic toll collection process exceeded seventy-eight percent (78.3%) of its toll collection activity during rush hour periods. Toll revenues collected through E-ZPass are seventy-seven percent (77%) 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.

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.

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).

Page 7 173 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (dollars expressed in thousands)

Note 1. Summary of Significant Accounting Policies (Continued)

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 is 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 8 174 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (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.

Postemployment Benefits Other Than Pensions (“OPEB”): For purposes of measuring the net OPEB liability, deferred outflows of resources and deferred inflows of resources related to OPEB, and OPEB expense, information about the fiduciary net position of the Authority’s OPEB Trust and additions to/deductions from the OPEB Trust's fiduciary net position have been determined on the same basis as they are reported by the OPEB Trust. For this purpose, the OPEB Trust recognizes benefit payments 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, 2020 and December 31, 2019 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, and deferred outflows of resources and deferred inflows of resources that are attributable to the acquisition, construction, or improvement of those assets or related debt. 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, 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.

Page 9 175 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (dollars expressed in thousands)

Note 1. Summary of Significant Accounting Policies (Continued)

Debt Management: Total outstanding bond debt reflected on the combined statements of net position is net of unamortized bond discounts and premiums (Note 12).

Derivative Instruments and the Related Companion Instruments: The Authority was a party to three forward delivery agreements during 2018; one related to its maintenance reserve and the other two related to debt service reserves for two separate bond issues. These forward delivery agreements allow the Authority to earn a guaranteed fixed rate of return over the life of the investments in both reserves. The Authority terminated one forward delivery agreement related to one of its debt service reserves and received a cash settlement payment in December 2018, thus leaving two forward delivery agreements remaining in 2019 (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. For the Revenue Bonds, 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 Trustee.

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, 2019, in compliance with the bond indentures. These budgets became effective on January 1, 2020.

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.

Page 10 176 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (dollars expressed in thousands)

Note 1. Summary of Significant Accounting Policies (Continued)

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 is 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).

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, however, the Authority has agreements with various banks where most of the deposits are collateralized or secured by U.S. Treasury notes or through a Federal Home Loan Bank Letter of Credit.

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 (revised in 2018) or the Authority’s General Fund investment policy (for unrestricted investments), which was revised and became effective on March 15, 2019 (see reference below under Interest Rate Risk).

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 March 31, 2020 and December 31, 2019 totaled $701,820 and $784,210, respectively. These investments consisted of short-term investments, asset backed securities, commercial paper, 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.

The short-term investments primarily consist of money market funds and certificates of deposits with a maturity of greater than one year. 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 new General Fund investment policy (approved by the Board in February 2019) 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 thirty-six (36) months, and the maximum effective duration of any individual security is not to exceed seven (7) years, unless otherwise specified.

Page 11 177 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (dollars expressed in thousands)

Note 3. Investment in Securities (Continued)

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.

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 or backed 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.

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, 2020 and December 31, 2019 totaled $32,905 and $32,160, 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.

As of March 31, 2020 and December 31, 2019, the Authority had the following investments in the OPEB Trust: Fair Maturities Value (months Hierarchy Investment average) Level 3/31/2020 12/31/2019

Money Market funds 0.03 Level 1 Corporate Bonds and Notes 32.38 Level 1 $ 7,236 $ 6,943 Mutual Funds 234 U.S. Federal Agency Notes and Bonds 16.97 Level 1 U.S. Government Treasuries 32.43 Level 1 25,435 24,921

Total $ 32,905 $ 32,160

Page 12 178 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (dollars expressed in thousands)

Note 3. Investment in Securities (Continued)

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 99% of the portfolio), with the remainder held in high mutual funds.

Credit Risk: As of March 31, 2020, the actual ratings by Moody’s for the OPEB Trust investments were as follows:

Actual Rating Amount Invested Moody's Aaa $ 25,889 Moody's Aa1 638 Moody's Aa2 1023 Moody's Aa3 704 Other 4,649 $ 32,905

Note 4. Derivative Instruments

Forward Delivery Agreements

The Authority is a party to two (2) forward delivery agreements that were in effect as of March 31, 2020. The forward delivery agreements require the counterparty financial institution (Bank of America) to deposit securities in the bond service fund, for the Port District Project Bonds, Series 1999, and also for the maintenance reserve fund. The forward delivery agreements provide the Authority with a guaranteed rate of return for these funds. The securities that are deposited into these accounts are timed to meet scheduled debt service requirements, and to ensure that the Authority maintenance reserve requirement, as mandated by its Indentures of Trust (Note 11), is preserved.

“Eligible Securities” under the forward delivery agreements means “direct, full faith and credit-non-callable obligations of the United States of America; REFCORP Interest Strips, senior debt obligations issued by Fannie Mae or the Federal Home Loan Mortgage Corporation; and commercial paper which is rated “P- 1”by Moody’s and “A-1+” by S&P, and which matures not more than 270 days after the date of delivery.”

Objective and Terms of the Forward Delivery Agreements: The forward delivery agreements allow the Authority to earn a guaranteed fixed rate of return over the life of the investments. These agreements are utilized by the Authority to earn a rate of return in excess of a rate that would otherwise be feasible by investing in securities with a shorter term.

The general terms of each agreement are set forth in the table below: Effective Date of Termination Scheduled Guaranteed Fair Value * Agreement Date Amount Rate 12/31/2019

Series 1999 port district project bonds 12/22/99 01/01/26 $ 10,436 5.92% $ 2,310 bond service fund Maintenance reserve fund 12/22/99 01/01/26 3,000 4.90% 505

$ 2,815

* Level 3 inputs are unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities.

Page 13 179 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (dollars expressed in thousands)

Note 4. Derivative Instruments (Continued)

Forward Delivery Agreements (Continued)

Fair Value: The fair value of each forward delivery agreement is based on the value of the future discounted cash flows expected to be received over the life of the agreement relative to an estimate of discounted cash flows that could be received over the same term based on current market conditions. The fair values of the forward delivery agreements are classified as a noncurrent asset. As the forward delivery agreements are effective hedging instruments, the offsetting balances are reflected as deferred inflows of resources. The fair value of the agreements is assessed at the end of each year.

Credit Risk: Credit risk is the risk that the counterparty will not fulfill its obligations. Under the terms of the forward delivery agreements, the Authority is either holding cash or an approved security within certain bond service funds or the maintenance reserve fund. None of the principal amount of an investment under the forward delivery agreements is at risk to the credit of the counterparty. Should the counterparty default, the Authority’s maximum exposure is the positive termination value, if any, related to these agreements.

Interest Rate Risk: Interest rate risk is the risk that changes in interest rates will adversely affect the fair values of the Authority’s financial instruments or cash flows. The fair values of the forward delivery agreements are expected to fluctuate over the life of the agreements in response to changes in interest rates. The Authority does not have a formally adopted policy related for interest rate risk on the forward delivery agreements.

Termination Risk: The Authority or the counterparty may terminate the forward delivery agreements if the other party fails to perform under the terms of the contract. If the forward delivery agreements have a negative fair value at the time of termination, the Authority would be liable to the counterparty for a payment equivalent to the fair value of the instrument at the time of termination.

Note 5. Accounts Receivable

Accounts receivable for March 31, 2020 and December 31, 2019 are as follows:

3/31/2020 12/31/2019

Reimbursements from governmental agencies - Federal Transit Administration $ 2,629 $ 5,421 Reimbursements from other governmental agencies 1,157 1,601 Development projects 3,500 3,500 E-ZPass bridge tolls from other agencies 5,784 7,378 Other 953 777

Gross receivables 14,022 18,677 Less: allowance for uncollectibles (3,500) (3,500)

Net total receivables $ 10,522 $ 15,177

Page 14 180 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (dollars expressed in thousands)

Note 6. Changes in Long-Term Liabilities

Long-term liability activity for the period ended March 31, 2020 is as follows:

Due Beginning Ending within Balance Increases Decreases Balance 1 Year

Bonds payable 1999 Port District Project Bonds $ 6,330 $ (5,295) $ 1,035 $ 1,035 2012 Port District Project Refunding Bonds 115,450 (7,320) 108,130 12,350 2013 Revenue Bonds 476,585 476,585 2018 Revenue Bonds 700,505 (55,725) 644,780 57,400 Issuance discounts/premiums 91,119 (3,658) 87,461

Total bonds payable 1,389,989 - (71,998) 1,317,991 70,785

Other liabilities Claims and judgments 835 334 (345) 824 330 Self-insurance 4,229 1,692 (1,469) 4,452 1,781 Sick and vacation leave 4,294 1,718 (1,737) 4,275 1,710 Net pension liability 182,856 182,856 Unearned revenue 7,046 2,818 (2,555) 7,310 2,924

Other postemployment benefits 95,104 95,104

$ 1,684,353 $ 6,562 $(78,103) $ 1,612,812 $77,529

Long-term liability activity for the year ended December 31, 2019 is as follows:

Due Beginning Ending within Balance Increases Decreases Balance 1 Year Bonds payable 1999 Port District Project Bonds $ 11,250 $ (4,920) $ 6,330 $ 5,295 2012 Port District Project Refunding Bonds 122,425 (6,975) 115,450 7,320 2013 Revenue Bonds 476,585 476,585 2018 Revenue Bonds 700,505 700,505 55,725 Issuance discounts/premiums 106,707 (15,588) 91,119

Total bonds payable 1,417,472 - (27,483) 1,389,989 68,340 Other liabilities Claims and judgments 1,368 549 (1,082) 835 584 Self-insurance 4,746 1,945 (2,462) 4,229 2,749 Sick and vacation leave 4,567 4,932 (5,205) 4,294 2,491 Net pension liability 144,357 77,265 (38,766) 182,856 Unearned revenue 6,546 23,875 (23,375) 7,046 6,080 Other postemployment benefits 82,513 17,603 (5,012) 95,104

$ 1,661,569 $126,169 $(103,385) $ 1,684,353 $80,244

Page 15 181 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (dollars expressed in thousands)

Note 7. Investment in Facilities

Capital assets for the period ended March 31, 2020 were as follows:

Beginning Ending Balance Increases Decreases Balance Capital assets not being depreciated Land 74,059$ 74,059$ Construction in progress 519,295 4,261$ 12,404 535,960 Total capital assets not being depreciated 593,354 106,052 (4,891) 610,019 Capital assets being depreciated Bridges and related building and equipment 1,371,382 1,371,382 Transit property and equipment 769,865 769,865 Port enhancements 6,703 6,703 Total capital assets being depreciated 2,147,950 - - 2,147,950 Less: accumulated depreciation for: Bridges and related building and equipment (704,040) (13,201) (717,241) Transit property and equipment (332,119) (6,137) (338,256) Port enhancements (5,867) (63) (5,930) Total accumulated depreciation (1,042,026) (19,402) (1,061,428) Total capital assets being depreciated, net 1,105,924 (19,402) - 1,086,522 Total capital assets, net 1,699,278$ 86,650$ (4,891)$ 1,696,542$

Capital assets for the year ended December 31, 2019 were as follows:

Beginning Ending Balance Increases Decreases Balance Capital assets not being depreciated Land 74,076$ (17)$ 74,059$ Construction in progress 418,117 106,052$ (4,874) 519,295 Total capital assets not being depreciated 492,193 106,052 (4,891) 593,354 Capital assets being depreciated Bridges and related building and equipment 1,386,348 6,068 (21,034) 1,371,382 Transit property and equipment 781,632 11,096 (22,863) 769,865 Port enhancements 6,703 6,703 Total capital assets being depreciated 2,174,683 17,164 (43,897) 2,147,950 Less: accumulated depreciation for: Bridges and related building and equipment (671,885) (53,191) 21,036 (704,040) Transit property and equipment (330,042) (24,920) 22,843 (332,119) Port enhancements (5,613) (254) (5,867) Total accumulated depreciation (1,007,540) (78,365) 43,879 (1,042,026) Total capital assets being depreciated, net 1,167,143 (61,201) (18) 1,105,924 Total capital assets, net 1,659,336$ 44,851$ (4,909)$ 1,699,278$

Total depreciation expense for the years ended March 31, 2020 and December 31, 2019 was $19,402 and $78,365, respectively.

Page 16 182 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (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 (“PERS”) is the administrator of a cost-sharing multiple-employer defined benefit pension plan established by the State of New Jersey (“State”) which was established as of January 1, 1955 under the provisions of N.J.S.A. 43:15A. The PERS’ designated purpose is to provide retirement, death, disability, and medical benefits to certain qualified members. Membership in the PERS is mandatory for some full-time employees of the Authority, provided the employee is not required to be a member of another state-administered retirement system or other state pensions fund or local jurisdiction’s pension fund. 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 17 183 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (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 cost sharing multiple-employer defined benefit 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, and is not a state or local governmental pension plan. 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.

State of New Jersey Public Employees’ Retirement System: The vesting and benefit provisions are set by N.J.S.A. 43:15A. 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.

Page 18 184 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (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 (Continued): 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 with 25 years or more of service credit before age 62, 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, 2019, 2018, and 2017, the Authority had 203, 218, and 212 employees, respectively, covered by the Fund.

Page 19 185 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (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, 2011, employees’ contribution rates range from 5% to 9.3% of their gross earnings depending on 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, 2019 and 2018 was 30.78% and 31.27%, respectively, of the Authority’s covered payroll, and the Authority’s contractually required quarterly contributions to the pension plan for 2019 and 2018 totaled $16,663 (includes $12,052 of accrued pension liability) and $16,395 (includes $4,557 of accrued pension liability), respectively. Employee contributions to the plan during 2019 and 2018 were $3,593 and $3,444, 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. 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 7 years beginning in July 2012. The member contribution rate was 7.34% in State fiscal year 2018. The phase-in of the additional incremental member contribution rate takes place in July of each subsequent State fiscal year. Employers' contribution are based on an actuarially determined amount, which includes the normal cost and unfunded accrued liability.

The Authority’s contractually required contribution rate for the years ended December 31, 2019 and 2018 was 12.37% and 13.02%, 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, 2019 and 2018 were $106 and $101, which is and was due on April 1, 2020 and April 1, 2019, respectively. Employee contributions to the plan during 2019 and 2018 were $66 and $59, respectively.

Teamsters Pension Plan of Philadelphia and Vicinity: The employer’s contribution requirements are determined under the terms of one Collective Bargaining Agreement (“CBA”) in force. The CBA between Port Authority Transit Corporation (“PATCO”) and Teamsters Local 676 (“Teamsters”) expired December 31, 2017. PATCO and Teamsters subsequently entered into an Agreement executed by PATCO on July 23, 2018. That Agreement extended the CBA without change and provided that PATCO will continue to make contributions to the Teamsters Health and Welfare Fund of Philadelphia and Vicinity and the Teamsters Pension Trust Fund of Philadelphia and Vicinity in the same manner and method as set forth in the CBA at the contribution rates established by the Trustees of the respective Funds, increasing effective June 1, 2018 and August 1, 2018, respectively, subject to increases on a yearly basis, until such time as a new CBA is reached or either party terminates the Agreement. During 2019, the Authority was required to and did contribute twenty-nine dollars and twenty-four cents ($29.24) per day from January 1 through June 30, and thirty dollars and seventy cents ($30.70) per day from July 1 through December 31 for each PATCO participating employee.

Page 20 186 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (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): For the 2018 year, the Authority was required to and did contribute twenty-seven dollars and eighty-four cents ($27.84) per day from January 1 through June 30, and twenty-nine dollars and twenty-four cents ($29.24) per day, from July 1 through December 31 for each PATCO participating employee. The Authority’s contributions totaled 9.27%, 9.55%, and 11.36% of covered payroll in 2019, 2018 and 2017, respectively.

The employees of the Authority do not contribute to the Fund. The Authority contributed $1,474, $1,378, and $1,299 in 2019, 2018 and 2017, 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, 2019, the Authority’s proportionate share of the SERS net pension liability was $180,903. The net pension liability was measured as of December 31, 2018, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of December 31, 2018. 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, 2018 measurement date, the Authority’s proportion was .86842839%, which was an increase of .04515274% from its proportion measured as of December 31, 2017.

At December 31, 2018, the Authority’s proportionate share of the SERS net pension liability was $142,358. The net pension liability was measured as of December 31, 2017, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of December 31, 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 December 31, 2017 measurement date, the Authority’s proportion was .82327565%, which was an increase of .03313629% from its proportion measured as of December 31, 2016.

At December 31, 2019 and 2018, the Authority’s proportionate share of the SERS pension expense, calculated by the Plan as of the December 31, 2018 and 2017 measurement dates, was $28,225 and $20,750, respectively.

State of New Jersey Public Employees’ Retirement System: At December 31, 2019, the Authority’s proportionate share of the PERS net pension liability was $1,953. The net pension liability was measured as of June 30, 2019, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of July 1, 2018. The total pension liability was calculated using updated procedures to roll forward from the actuarial valuation date to the measurement date of June 30, 2019. 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, 2019 measurement date, the Authority’s proportion was .0108401779%, which was an increase of .0006893442% from its proportion measured as of June 30, 2018.

Page 21 187 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (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, 2018, the Authority’s proportionate share of the PERS net pension liability was $1,999. The net pension liability was measured as of June 30, 2018, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of July 1, 2017. The total pension liability was calculated using updated procedures to roll forward from the actuarial valuation date to the measurement date of June 30, 2018. 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, 2018 measurement date, the Authority’s proportion was .0101508337%, which was an increase of .0031910460% from its proportion measured as of June 30, 2017.

At December 31, 2019 and 2018, the Authority’s proportionate share of the PERS pension expense, calculated by the Plan as of the June 30, 2019 and 2018 measurement dates, was $136 and $126, 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, 2019, 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 2,715$ 35$ 2,750$ 1,960$ 9$ 1,969$

Changes of assumptions 4,820 195 5,015 678 678

Net difference between projected and actual earnings on pension plan investments 17,601 - 17,601 - 31 31

Differences between employer contributions and proportionate share of contributions 12 - 12 1,257 - 1,257

Changes in proportion 10,896 790 11,686 815 116 931 Employer contributions subsequent to the measurement date 16,392 53 16,445 - - - 52,436$ 52,436$ 1,073$ 53,509$ 4,032$ 834$ 4,866$

Page 22 188 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (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, 2018, 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 2,407$ 38$ 2,445$ 2,703$ 10$ 2,713$

Changes of assumptions 7,127 329 7,456 - 639 639 Net difference between projected and actual earnings on pension plan investments - - - 5,660 19 5,679

Differences between employer contributions and proportionate share of contributions 17 - 17 630 - 630 Changes in proportion 6,499 877 7,376 1,452 312 1,764

Employer contributions subsequent to the measurement date 16,232 50 16,282 - - - 32,282$ 32,282$ 1,294$ 33,576$ 10,445$ 980$ 11,425$

At December 31, 2019, $16,392 and $53 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, 2020. These contributions were made by the Authority to the respective pension plans after the measurement date to satisfy the pension plans’ 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 2019, which was subsequent to the measurement date of December 31, 2018. For PERS, the amount was based on an estimated April 1, 2021 contractually required contribution, prorated from the pension plan’s measurement date of June 30, 2019 to the Authority’s year-end of December 31, 2019.

At December 31, 2018, $16,232 and $50 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, 2019. 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 2018, which was subsequent to the measurement date of December 31, 2017. For PERS, the amount was based on an estimated April 1, 2020 contractually required contribution, prorated from the pension plans measurement date of June 30, 2018 to the Authority’s year-end of December 31, 2018.

The components of deferred outflows of resources and deferred inflows of resources for SERS and PERS are amortized into pension expense over the number of years in the table that follows. The years of amortization are based on a closed period for the December 31, 2018 and June 30, 2019 measurement periods, respectively, which reflect the weighted average remaining service life of all SERS and PERS members, beginning the year in which the deferred amount occurs.

Page 23 189 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (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)

SERS PERS

Deferred Deferred Deferred Deferred Outflows of Inflows of Outflows of Inflows of Resources Resources Resources Resources

Net difference between projected and actual earnings on pension plan investments 2019 5.00 2018 5.0 5.00 2017 5.0 5.00 2016 5.0 5.00 2015 5.0 5.00 2014 5.0

Differences between expected and actual experience 2019 5.21 2018 5.3 5.63 2017 5.2 5.48 2016 5.2 5.57 2015 5.2 5.72 2014 5.6

Changes of assumptions 2019 5.21 2018 5.63 2017 5.48 2016 5.2 5.57 2015 5.2 5.72 2014 6.44

The amounts of deferred outflows of resources and deferred inflows of resources related to the respective net pension liabilities measured at December 31, 2018 for SERS and June 30, 2019 for PERS that will be recognized in pension expense in future periods are as follows:

Year Ending Dec. 31 SERS PERS Total

2020 $11,775 $68 $ 11,843 2021 6,688 55 6,743 2022 5,168 32 5,200 2023 7,918 34 7,952 2024 463 (3) 460 Totals $32,012 $ 186 $ 32,198

Page 24 190 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (dollars expressed in thousands)

Note 9. Pension Plans (Continued)

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, 2019, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of July 1, 2018. 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, 2019.

The actuarial valuations for the year ended December 31, 2019 used the following actuarial assumptions applied to all periods included in the measurement dates of December 31, 2018 for SERS and June 30, 2019 for PERS:

SERS PERS

Inflation 2.60% 2.75%

Projected salary increases average of 5.60% with range of 3.70% - 8.90% 2.00% - 6.00% based on years of service (through 2026) including inflation 3.00% - 7.00% based on years of service (thereafter)

Investment rate of return 7.25% 7.00%

Mortality rate table projected RP-2000 mortality tables adjusted for Pub-2010 mortality tables adjusted for actual actual plan experience and future improvement plan experience and future improvements

Period of actuarial experience 2011 - 2015 July 1, 2014 - June 30, 2018 study upon which actuarial assumptions were based

The actuarial valuations for the year ended December 31, 2018 used the following actuarial assumptions applied to all periods included in the measurement dates of December 31, 2017 for SERS and June 30, 2018 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

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.

Page 25 191 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (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, 2018 for SERS and June 30, 2019 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 / cash equivalents 3.00% 0.00% 5.00% 2.00% Emerging markets equity 6.50% 11.37% Fixed income 11.00% 1.26% Global public equity 48.00% 5.15% High yield 2.00% 5.37% Investment grade credit 10.00% 4.25% Multi-Strategy 10.00% 4.44% Non-U.S. developed markets equity 12.50% 9.00% Private credit 6.00% 7.92% Private equity 16.00% 7.25% 12.00% 10.85% Real assets 2.50% 9.31% Real estate (property) 12.00% 5.26% 7.50% 8.33% Risk mitigation strategies 3.00% 4.67% U.S. equity 28.00% 8.26% U.S. treasuries 5.00% 2.68% Total 100.00% 100.00%

Page 26 192 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (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, 2017 for SERS and June 30, 2018 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

Buyouts/venture capital 8.25% 13.08% Cash / cash equivalents 3.00% -0.25% 5.50% 1.00% Credit oriented hedge funds 1.00% 6.60% Debt Related Private Equity 2.00% 10.63% Debt Related Real Estate 1.00% 6.61% Emerging markets equity 6.50% 11.64% Equity Related Real Estate 6.25% 9.23% Fixed income 14.00% 1.63% Global diversified credit 5.00% 7.10% Global public equity 43.00% 5.30% High yield 2.50% 6.82% Investment grade credit 10.00% 3.78% Multi-Strategy 12.00% 5.10% Non-U.S. developed markets equity 11.50% 9.00% Private equity 16.00% 8.00% Private real estate 2.50% 11.83% Real estate (property) 12.00% 5.44% Risk mitigation strategies 5.00% 5.51% U.S. equity 30.00% 8.19% U.S. treasuries 3.00% 1.87%

Total 100.00% 100.00%

Discount Rate: The discount rate used to measure the total pension liability at December 31, 2018 and 2017 for SERS was 7.25%. 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, 2019 and 2018 for PERS was 6.28% and 5.66%, respectively. These single blended discount rates were based on the long-term expected rate of return on pension plan investments of 7.00%, and a municipal bond rate of 3.50% and 3.87%, as of June 30, 2019 and 2018, 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 plan members will be made at the current member contribution rates and that contributions from employers will be made based on 100% of actuarial determined contributions.

Page 27 193 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (dollars expressed in thousands)

Note 9. Pension Plans (Continued)

Actuarial Assumptions (Continued)

Discount Rate (Continued): Based on those assumptions, the plan’s fiduciary net position was projected to be available to make projected future benefit payments of current plan members through June 30, 2057; therefore, the long-term expected rate of return on plan investments was applied to projected benefit payments through June 30, 2057 and the municipal bond rate was applied to projected benefit payments after that date in determining the total pension liability.

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 of December 31, 2018 and December 31, 2017, calculated using a discount rate of 7.25%, 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, 2019

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, 2018 222,134$ 180,903$ 145,570$

December 31, 2018

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, 2017 180,697$ 142,358$ 109,517$

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 of June 30, 2019 and June 30, 2018, calculated using a discount rate of 6.28% for June 30, 2019 and 5.66% for June 30, 2018, 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:

Page 28 194 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (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 (Continued)

State of New Jersey Public Employees’ Retirement System (Continued):

December 31, 2018

1% Decrease Current Discount 1% Increase 4.66% Rate 5.66% 6.66%

Authority's proportionate share of the net pension liability - measurement date June 30, 2018 2,513$ 1,999$ 1,567$

Note 10. Postemployment Healthcare Plan (“OPEB”)

General Information about the OPEB Plan

Plan Description: The Authority’s defined benefit OPEB plan (“Plan”) provides OPEB for all permanent full- time employees of the Authority hired prior to January 1, 2007. The Plan is a single-employer defined benefit OPEB plan administered by the Authority. The Authority’s Board of Commissioners (“Commissioners”) establish and amend the benefit terms of the Plan. The Plan does not issue a stand- alone financial report.

Benefits Provided: The Plan provides medical, including prescription drug coverage, and life insurance benefits for retirees and their dependents. Benefits are provided through a third-party insurer, and the full cost of the benefits is covered by the Plan, along with retiree contributions.

Employees Covered by Benefit Terms: Based on the January 1, 2018 actuarial valuation, the following employees were covered by the benefit terms:

Inactive plan members or beneficiaries currently receiving benefit payments 744

Inactive plan members entitled to but not yet receiving benefit payments 2 Active plan members 440

1,186 1,186

The Plan is closed to new entrants. Employees hired after January 1, 2007 are not eligible for retirement benefits.

Contributions: The contribution requirements of plan members and the Authority are established, and amended, by the Commissioners. For the years ended December 31, 2019 and 2018, the Authority’s average contribution rate was 15.19% and 31.43%, respectively, of covered-employee payroll. Total contributions to the Plan by the Authority during 2019 and 2018 were $5,012 and $10,366, respectively. Contributions for 2019 and 2018 by plan members receiving benefits for medical and prescription ranged from $10.00 to $837.31 per month depending on the plan type and coverage selected.

Net OPEB Liability

The Authority’s net OPEB liability measurement date of December 31, 2019 was rolled forward from the total OPEB liability used to calculate the net OPEB liability determined by the actuarial valuation as of January 1, 2018.

Page 29 195 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (dollars expressed in thousands)

Note 10. Postemployment Healthcare Plan (“OPEB”) (Continued)

Actuarial Assumptions: The total OPEB liability in the January 1, 2018 actuarial valuation was determined using the following actuarial assumptions, applied to all periods included in the measurement, unless otherwise specified:

Salary increase 3.5 percent Healthcare cost trend rates The following assumptions are used for annual healthcare cost inflation (trend):

Year Pre-65 Post 65

Year 1 Trend January 1, 2020 8.0% 8.0% Ultimate Trend January 1, 2026 & Later 5.0% 5.0% Grading Per Year 0.5% 0.5%

Mortality rates were based on the RP 2014 Healthy Male and Female Tables are based on the Employee and Healthy Annuitant Tables for both pre & post retirement projected with mortality improvement using the most current Society of Actuaries Mortality Improvement Scale MP-2018.

The OPEB Plan fiduciary net position was projected with an investment return of 2.9% and 3.8% for the years ended December 31, 2019 and 2018, respectively.

Discount Rate: The discount rate used to measure the total OPEB liability as of December 31, 2019 was 2.9%. This discount rate was based on the prescribed discount interest rate methodology under GASBS No. 75 using an average of three 20-year bond indices (e.g., Bond Buyer-20 Bond GO - 2.74%, S&P Municipal Bond 20 Year High Grade Rate Index - 3.26%, and Fidelity GA AA 20 Years - 2.75%).

The discount rate used to measure the total OPEB liability as of December 31, 2018 was 2.8%. This discount rate was based on the prescribed discount interest rate methodology under GASBS No. 75 using an average of three 20-year bond indices (e.g., Bond Buyer-20 Bond GO - 4.09%, S&P Municipal Bond 20 Year High Grade Rate Index - 3.64%, and Fidelity GA AA 20 Years - 3.71%).

The projection of cash flows used to determine the discount rates assumed that Authority contributions would be made at rates equal to the actuarial determined contribution rates. Based on those assumptions, the OPEB Plan’s fiduciary net position was projected to be available to make all projected OPEB payments for current active and inactive employees assuming that such payments are paid separate from the OPEB Plan fiduciary fund. Therefore, the long-term expected rate of return on OPEB Plan investments was applied to all periods of projected benefit payments to determine the total OPEB liability.

Changes in the Net OPEB Liability

Plan Total OPEB Fiduciary Net OPEB Liability Net Position Liability (a) (b) (a) - (b) Balances at January 1, 2019 113,596$ 31,083$ 82,513$ Changes for the year: Service cost 389 389 Interest 3,650 3,650 Differences between expected and actual experience 14,766 14,766 Contributions - employer: Pay-as-you-go costs 5,012 (5,012) Net investment income 1,298 (1,298) Benefit payments (5,012) (5,012) Administrative expense (96) 96

Net changes 13,793 1,202 12,591

Balances at December 31, 2019 $ 127,389 $ 32,285 $ 95,104

Page 30 196 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (dollars expressed in thousands)

Note 10. Postemployment Healthcare Plan (“OPEB”) (Continued)

Changes in the Net OPEB Liability (Continued)

Plan Total OPEB Fiduciary Net OPEB Liability Net Position Liability (a) (b) (a) - (b) Balances at January 1, 2018 114,380$ 25,766$ 88,614$ Changes for the year: Service cost 337 337 Interest 4,245 4,245 Contributions - employer: Pay-as-you-go costs 5,366 (5,366) Plan funding 5,000 (5,000) Net investment income 399 (399) Benefit payments (5,366) (5,366) Administrative expense (82) 82

Net changes (784) 5,317 (6,101)

Balances at December 31, 2018 $ 113,596 $ 31,083 $ 82,513

Sensitivity of the Net OPEB Liability to Changes in the Discount Rate: The following presents the net OPEB liability of the Authority as well as what the Authority’s net OPEB liability would be if it were calculated using a discount rate of 2.9% and 3.8% for December 31, 2019 and 2018, respectively, that is 1-percentage-point lower or 1-percentage-point higher than the aforementioned discount rates used:

December 31, 2019

1% Decrease Discount Rate 1% Increase (1.90%) (2.90%) (3.90%)

Net OPEB liability 115,049$ 95,104$ 79,151$

December 31, 2018

1% Decrease Discount Rate 1% Increase (2.80%) (3.80%) (4.80%)

Net OPEB liability 99,118$ 82,513$ 69,127$

Sensitivity of the Net OPEB Liability to Changes in the Healthcare Cost Trend Rates: The following presents the net OPEB liability of the Authority, as well as what the Authority’s net OPEB liability would be if it were calculated using healthcare cost trend rates that are 1-percentage-point lower (2.80% decreasing to 4.5%) or 1-percentage-point higher (4.80% decreasing to 6.5%) than the current healthcare cost trend rates:

December 31, 2019

Trend Rate Current Valuation Trend Rate Less 1% Discount Rate Plus 1%

Net OPEB liability 77,377$ 95,104$ 117,604$

Page 31 197 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (dollars expressed in thousands)

Note 10. Postemployment Healthcare Plan (“OPEB”) (Continued)

Sensitivity of the Net OPEB Liability to Changes in the Healthcare Cost Trend Rates (Continued):

December 31, 2018

Trend Rate Current Valuation Trend Rate Less 1% Discount Rate Plus 1%

Net OPEB liability 68,414$ 82,513$ 100,157$

OPEB Expense and Deferred Outflows of Resources and Deferred Inflows of Resources Related to OPEB

For the years ended December 31, 2019 and 2018, the Authority recognized OPEB expense of $5,298 and $4,264, respectively. At March 31, 2020 and December 31, 2019, the Authority reported deferred outflows of resources related to OPEB from the changes in assumptions of $12,304. No deferred inflows of resources were reported.

Since 2018 was the first year of implementation of GASBS No. 75, there were no actuarial calculated deferred outflows of resources or deferred inflows of resources related to OPEB liabilities.

Amounts reported as deferred outflows of resources related to OPEB will be recognized in OPEB expense as follows:

Year Ending Dec. 31

2020 2,461$ 2021 2,461 2022 2,461 2023 2,461 2024 2,460

Totals 12,304$

Payable to the OPEB Plan

At March 31, 2020 and December 31, 2019, there were no payables reported to the OPEB Plan.

Note 11. Indentures of Trust

The Authority’s outstanding Revenue Bonds are subject to the provisions of the following Indentures of Trust: Revenue Refunding Bonds of 1998, dated July 1, 1998; the 2013 Revenue Bonds, dated December 1, 2013, and the 2018 Revenue and Revenue Refunding Bonds, dated December 18, 2018 (collectively the “Bond Resolution”).

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”).

Page 32 198 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (dollars expressed in thousands)

Note 11. Indentures of Trust (Continued)

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

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.

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.

Page 33 199 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (dollars expressed in thousands)

Note 12. Funded and Long-Term Debt

Total Outstanding Funded Debt: At March 31, 2020, the Authority had $1,317,991 in Revenue, Revenue Refunding, and Port District Project and Project Refunding Bonds outstanding, consisting of bonds issued in 1999, 2012, 2013, and 2018. The 1999 Port District Project Bonds were issued pursuant to an Indenture of Trust dated December 1, 1999. 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. The 2018 Revenue and Revenue Refunding Bonds were issued pursuant to a Fourteenth Supplemental Indenture dated December 18, 2018.

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.

The 1999 Port District Project Bond (Series A) outstanding at March 31, 2020 is as follows:

Maturity Date Interest Principal (January 1) Rate/Yield Amount

Term Bonds

2021 7.63% $ 1,035

Total par value of 1999 Port District Project Bonds $ 1,035

Page 34 200 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (dollars expressed in thousands)

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

1999 Port District Project Bonds (Continued):

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.

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, Port District Project Bonds, Series B of 1999, and Port District Project Bonds, Series A of 2001.

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.

Page 35 201 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (dollars expressed in thousands)

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

2012 Port District Project Refunding Bonds (Continued):

Redemption Provisions (Continued):

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.

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, 2020 are as follows:

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

Total par value of 2012 Port District Project Refunding Bonds 108,130 Add: unamortized bond premium 6,850

Total 2012 Port District Project Refunding Bonds, net 114,980$

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, 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.

Page 36 202 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (dollars expressed in thousands)

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

2013 Revenue Bonds (Continued): The 2013 Revenue Bonds were issued pursuant to the Compact, the New Jersey Act, the Pennsylvania Act 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., as 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.

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, 2020 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 8,229

Total 2013 Revenue Bonds, net 484,956$

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 37 203 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (dollars expressed in thousands)

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

2018 Revenue Bonds: On December 18, 2018, the Delaware River Port Authority issued its Revenue Bonds, Series of 2018, totaling $700,505, consisting of: its Revenue Bonds, Series A of 2018 in the aggregate principal amount of $273,475, its Revenue Refunding Bonds, Series B of 2018 (the “2018B Revenue Refunding Bonds”) in the aggregate principal amount of $404,060, and its Revenue Bonds, Series C of 2018 (Federally Taxable) (the “2018C Revenue Bonds) in the aggregate principal amount of $22,970, and together with the 2018A Revenue Bonds, the 2018B Revenue Refunding Bonds, and the 2018C Revenue Bonds collectively called the “2018 Revenue Bonds”. The 2018 Revenue Bonds were issued by means of a book-entry-only system evidencing ownership and transfer of 2018 Revenue Bonds on the records of The Depository Trust Company, New York, New York, and its participants. Interest on the 2018 Revenue Bonds is payable semi-annually on January 1 and July 1 of each year commencing July 1, 2019.

The 2018 Revenue Bonds were issued pursuant to the Compact, the New Jersey Act, the Pennsylvania Act 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, National Association, as trustee, as heretofore amended and supplemented from time to time, including as amended and supplemented by a Fourteenth Supplemental Indenture, dated as of December 18, 2018 (collectively, the “1998 Revenue Bond Indenture”).

The 2018 Revenue Bonds, Series A, B and C, as more particularly specified within, were issued for the purpose of: (i) financing a portion of the costs of the Authority’s approved capital improvement program; (ii) current refunding all of (1) $100,120 aggregate principal amount of the Authority’s Revenue Refunding Bonds, Series A of 2008, (2) $111,240 aggregate principal amount of the Authority’s Revenue Refunding Bonds, Series B of 2008, (3) $51,305 aggregate principal amount of the Authority’s Revenue Refunding Bonds, Series A-1 of 2010, (4) $55,330 aggregate principal amount of the Authority’s Revenue Refunding Bonds, Series A-2 of 2010, (5) $106,635 aggregate principal amount of the Authority’s Revenue Refunding Bonds, Series B of 2010, and (6) $35,535 aggregate principal amount of the Authority’s Revenue Refunding Bonds, Series C of 2010; (iii) financing a portion of the cash settlement cost to terminate all of the Authority’s 1995 Revenue Bond Swaption and 1999 Revenue Bond Swaption; (iv) funding a deposit to the 1998 Debt Service Reserve Fund established under and as specifically defined in the 1998 Revenue Bond Indenture; and (v) paying the costs of issuance of the 2018 Revenue Bonds.

The 2018 Revenue Bonds are limited obligations of the Authority and are payable solely from the sources referred to in the 2018 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 2018 Revenue Bonds. The 2018 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.

2018A Revenue Bonds: On December 18, 2018, the Authority issued new fixed rate bonds, in the amount of $273,475, at a premium of $43,893. As a result of this transaction (including payment of debt service reserve and cost of issuance requirements), $290,000 was deposited into the 2018 new bond project fund account, to support the 2019 5-year Capital Plan.

Page 38 204 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (dollars expressed in thousands)

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

2018 Revenue Bonds (Continued):

2018A Revenue Bonds (Continued): The 2018A Revenue Bonds outstanding at March 31, 2020 are as follows: Maturity Date Interest Principal Maturity Date Interest Principal (January 1) Rate/Yield Amount (January 1) Rate/Yield Amount 2027 5.000% 1,690$ 2034 5.000% 20,565$ 2028 5.000% 15,345 2035 5.000% 21,590 2029 5.000% 16,110 2036 5.000% 22,670 2030 5.000% 16,920 2037 5.000% 23,805 2031 5.000% 17,760 2038 5.000% 24,995 2032 5.000% 18,650 2039 5.000% 26,240 2033 5.000% 19,580 2040 5.000% 27,555 Total par value of 2018A Revenue Bonds 273,475 Add: unamortized bond premium 40,383 Total 2018A Revenue Bonds, net 313,858$

Optional Redemption: The 2018A 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, 2029. Any such redemption shall be made at a redemption price equal to 100% of the principal amount of the 2018A Revenue Bonds to be redeemed, plus accrued interest to the Redemption Date.

2018B Revenue Refunding Bonds: On December 18, 2018, the Authority issued $404,060 in fixed rate bonds, and used these funds, along with “other available funding sources”, to refund $460,165 in variable rate debt (specifically, the 2008 Series A&B and 2010 Series A, B and C Revenue Refunding Bonds). As a result, the Authority eliminated all of its variable debt. This transaction also resulted in the termination of two LOCs, which supported the 2008B and 2010B Revenue Bonds (principal amount totaling $217,875) (see Note 15). Four (4) LIBOR Index Rate-based bank purchase loans (a.k.a., “Floating Rate Notes”), with three banks totaling $242,290, which supported the 2008A, 2010A and 2010C Revenue Refunding Bonds (principal amount were also terminated. In addition, as a result of this transaction the 1999 Revenue Bond Swaption was terminated and cash-settled in the amount of $35,721.

The 2018B Revenue Refunding Bonds outstanding at March 31, 2020 are as follows:

Maturity Date Interest Principal Maturity Date Interest Principal (January 1) Rate/Yield Amount (January 1) Rate/Yield Amount

2021 5.000% 57,400$ 2024 5.000% 62,680 2022 5.000% 57,645 2025 5.000% 65,350 2023 5.000% 60,105 2026 5.000% 68,125

Total par value of 2018B Revenue Refunding Bonds 371,305 Add: unamortized bond premium 31,999

Total 2018B Revenue Refunding Bonds, net 403,304$ Optional Redemption: The 2018B Revenue Refunding Bonds are not subject to redemption at the option of the Authority, prior to maturity.

Page 39 205 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (dollars expressed in thousands)

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

2018 Revenue Bonds (Continued):

2018C Revenue Bonds: On December 18, 2018, the Authority issued $22,970 in federally taxable fixed rate bonds, proceeds of which, along with a $5,000 contribution from the Authority, were used to pay the cash-settlement termination cost of the 1995 Swap with TD Bank, N.A., in the amount of $28,050. The Authority paid off the balance of the 2018C revenue bonds, in full, on January 1, 2020.

2018 Revenue Bonds: The total collective 2018 Revenue Bonds outstanding at March 31, 2020 are as follows:

Maturity Date Interest Principal Maturity Date Interest Principal (January 1) Rate/Yield Amount (January 1) Rate/Yield Amount

2021 5.000% 57,400 2031 5.000% 17,760 2022 5.000% 57,645 2032 5.000% 18,650 2023 5.000% 60,105 2033 5.000% 19,580 2024 5.000% 62,680 2034 5.000% 20,565 2025 5.000% 65,350 2035 5.000% 21,590 2026 5.000% 68,125 2036 5.000% 22,670 2027 5.000% 1,690 2037 5.000% 23,805 2028 5.000% 15,345 2038 5.000% 24,995 2029 5.000% 16,110 2039 5.000% 26,240 2030 5.000% 16,920$ 2040 5.000% 27,555

Total par value of 2018 Revenue Bonds 644,780 Add: unamortized bond premium 72,382

Total 2018 Revenue Bonds, net 717,162$

Maturities of Principal and Interest on Bonds: The following presents the principal and interest due on all bonds outstanding as of March 31, 2020:

Years Ending December 31, Principal Interest Total 2021 70,785 59,591 130,376 2022 71,730 56,015 127,745 2023 74,890 52,352 127,242 2024 78,200 48,527 126,727 2025-2029 294,925 189,933 484,858 2030-2034 249,200 129,602 378,802 2035-2039 317,475 59,550 377,025 2040 73,325 1,833 75,158 1,230,530$ 1,230,530$ 597,403$ 1,827,933$ Net unamortized bond premiums 87,461 1,317,991$ 1,317,991$

Interest on all of the Authority’s fixed rate debt (revenue bonds and port district project bonds issued in 1999, 2012, 2013, and 2018) is payable semi-annually on January 1 and July 1 in each year. The Authority is current on all of its monthly debt service payments on all obligations.

Page 40 206 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (dollars expressed in thousands)

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

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, and $73,415 remains authorized but not issued under this Board resolution.

Resolution DRPA-16-098: At its September 21, 2016 meeting, the Authority’s Board authorized the Authority to issue Revenue Refunding Bonds “in an aggregate principal amount not to exceed $960,000,“ “to advance refund and redeem all or a portion of the outstanding” 2013D 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 #18-008: This resolution authorized the issuance of up to $350,000 in new revenue bonds, subject to market conditions. On December 18, 2018, the Authority issued $273,475 in new revenue bonds (2018A Revenue Bonds), as per the resolution leaving $76,525 in authorized but not issued bonds.

These authorizations, which total $1,109,940 as of March 31, 2020, provide flexibility for the Authority to engage in the aforementioned transactions, under the right conditions, but do not obligate the Authority to execute any of the transactions.

Bond Ratings:

Significant changes to the Authority’s bond ratings, over the past three (3) years, are described below:

Moody’s Investors Service Bond Ratings (“Moody’s”): 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.

On November 16, 2018, just prior to the issuance of the 2018 Revenue Bonds (Series A, B and C), Moody’s assigned a “A2” rating to the new bonds, and affirmed the rating on the Authority’s existing revenue bonds at “A2”. The Port District Project bonds were also affirmed at “Baa2”. The ratings outlook was changed, for all bond issues, to “positive” from “stable.”

In its report, Moody’s cited the “expected elimination of DRPA’s variable rate debt exposure and the termination of all of the outstanding swaps”, along with stable future traffic volumes, continued strong liquidity with a “manageable capital plan, as key factors in the upward change in the outlook.

In February 2020, Moody’s Investor Services, Inc., increased the Authority’s bond ratings on all of its bonds, raising the revenue bond rating to “A1” (from “A2”) and the port district project bonds from “Baa2” to “Baa1.” (The “outlook” on all bonds was changed from “positive” to “stable” due to the upgrade (see Note 19. Subsequent Events).

Standard & Poor’s Ratings Services Bond Ratings (“S&P”): 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 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 $662,400, as underlying strengths supporting its ratings actions (see Note 19. Subsequent Events).

Page 41 207 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (dollars expressed in thousands)

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

Bond Ratings (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.

On November 16, 2018, just prior to the issuance of $700,505 in 2018 Revenue Bonds (Series A, B and C), S&P assigned a rating of “A+” to the new bonds and upgraded its underlying rating on the existing revenue bonds to “A+” from “A”, with a stable outlook. The Authority Port District Project Bonds were also upgraded to “A” from “A-“, with a stable outlook. The upgrade reflected the application of S&P’s new updated ratings criteria, published on March 12, 2018. S&P cited the Authority’s “very strong enterprise risk profile and strong financial risk profile”, along with the “long history of favorable net revenue growth and strategic capital funding leading to strong sustainable debt service coverage” and the Authority’s strong liquidity and financial flexibility, which supported the upgrade decision.

Impact of COVID-19 on ratings

As mentioned above, the Authority’s bonds were upgraded by Moody’s in February, prior to the explosion of the COVID-19 pandemic. As a result of the pandemic, in March, both Moody’s & S&P changed the outlook for the entire toll sector to “negative” S&P changed the Authority’s outlook from “stable” to “negative”, however Moody’s did not change the Authority’s “stable” outlook.

As of March 31, 2020, these ratings and outlook remained in place.

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 $1,442 and $22,139 were received in 2020 as of March 31, 2020 and in the year 2019, 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.

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 claims and judgments liability of $824 reported at March 31, 2020 is based on the requirements of GASBS No. 10, as amended, which requires that a liability for claims and judgments be reported if information prior to the issuance of the combined financial statements indicates that it is probable that a liability has been incurred at the date of the combined financial statements and the amount off the loss can be reasonably estimated. The amount of the loss liability, which includes incremental costs, is estimated based on known facts, circumstances, and prior experience of the Authority.

Page 42 208 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (dollars expressed in thousands)

Note 14. Contingencies (Continued)

The following is a summary of the claims and judgments liability of the Authority for the years ended March 31, 2020 and December 1, 2019:

Claims and Judgments 3/31/2020 12/31/2019

Beginning balance 835$ 1,368$ Incurred claims 334 549 Payment of claims (345) (1,082)

Ending balance 824$ 835$

There have been no settlements that exceed the Authority’s coverage in any of the past three years.

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 self-insurance (workers’ compensation) liability of $4,229 reported at December 31, 2019 is based on the requirements of GASBS No. 10, as amended, which requires that a liability for claims and judgments be reported if information prior to the issuance of the combined financial statements indicates that it is probable that a liability has been incurred at the date of the combined financial statements and the amount off the loss can be reasonably estimated. The amount of the loss liability, which includes incremental costs, is estimated based on known facts, circumstances, and prior experience of the Authority.

The following is a summary of the self-insurance liability of the Authority for workers’ compensation claims for the years ended March 31, 2020 and December 31, 2019:

Self-Insurance (Workers' Compensation) 3/31/2020 12/31/2019

Beginning balance 4,229$ 4,746$ Incurred claims 1,691 1,945 Payment of claims (1,469) (2,462)

Ending balance 4,451$ 4,229$

There have been no settlements that exceed the Authority’s coverage in any of the past three years.

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.

Page 43 209 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (dollars expressed in thousands)

Note 14. Contingencies (Continued)

Article 5.11 Certification

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.”

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…” (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 (HPA) 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. (The loan agreement between TD Bank, N.A. and HPA was executed on July 31, 2015.)

TD Bank advised the Authority that the bank had approved the release (or cancellation) of the corporate guaranty of the Authority as of July 18, 2019. (Note: The Authority had made no cash outlays related to the guarantee.) This was the last outstanding guarantee authorized by the Authority’s Board. As a result, as of December 31, 2019, there are no longer any outstanding loan guarantees.

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. For the years 2018 through 2050, the annual base payment shall equal one dollar. The Authority made its annual payment in the amount of one dollar to the City in January 2019.

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.

Page 44 210 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (dollars expressed in thousands)

Note 15. Commitments (Continued)

Community Impact (Continued):

The estimated minimum commitment, at March 31, 2020, is as follows:

Year Amount 2020 375$ 2021 500 2022 500 2023 500 2024 500 Thereafter 13,000

15,375$ 15,375$

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 2019 (see Note 19. Subsequent Events).

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. 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 (“SOL”) 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 SOL. Pennsylvania has a three-year SOL.

Pursuant to DRPA-15-064, the Board approved the renewal of the LOC in 2015, with TD Bank, N.A. with an expiration date of December 31, 2016 in the amount of $5,462. Based on its annual reviews since 2016, AIG agreed to lower the LOC from $5,462, to $216, as of December 10, 2018. The Authority renewed the LOC in the amount of $216, on December 31, 2018, for one year, to expire December 31, 2019. The LOC was subsequently renewed with the bank, in the amount of $216, on December 31, 2019, to expire on December 3, 2020. As of March 2020, AIG agreed to reduce the LOC to $128.

Page 45 211 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (dollars expressed in thousands)

Note 15. Commitments (Continued)

Contractual Commitments: As of March 31, 2020, the Authority had board-approved contracts with remaining balances as follows: Total Benjamin Franklin Bridge: Bridge, building and pavement repairs and inspection 8,338$ 4th Street Garage Repairs 6,213 Suspension Span Rehabilitation 193,767 Temporary toll, clerical, administration and custodial workers 2,247 Toll revenue, transportation, processing and systems upgrade 1,226 ERP consulting services 13,348 Engineering services - program management and task orders 28,777 Pedestrian bike ramp 299 Other 4,672

Walt Whitman Bridge: Design services for New Jersey approach 24,619 Corridor Rehabilitation 66,991 Suspended Span Link Replacement Phase 1 3,796 Painting spans and towers 16,398 Emergency generator replacement 214

Commodore Barry Bridge: Bridge painting phase I & II and inspection 2,065 Structural repairs & other 23,002

Betsy Ross Bridge: Bridge Painting Phase I & II and Inspection 2,237 Bridge Resurfacing and Other 29,669

PATCO System: Car overhaul program 8,190 Elevators installation 20,822 Station enhancements 4,208 Westmont & Lindenwold viaduct and track rehabilitation 4,411 Subway structure, center tower & other rehabilitation 8,886

Other: Other equipment and system upgrades and professional services and maintenance 6,211 480,607$ 480,607$

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. (While the system went live in October 2017, it has not yet officially been “accepted” by the NJ E-ZPass agencies.)

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 $2,400 in 2017, representing the Authority’s pro-rata share of the past negative balances. Since then, the Authority receives a bill annually for their pro-rata share of the negative balances.

Page 46 212 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (dollars expressed in thousands)

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.

Frequent Bridge Traveler Credit: 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.

Deferral of CPI Based Toll Increase: In January 2017, the Authority’s Board 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.

The Authority performed a calculation to determine if a CPI-indexed toll rate change would be enacted for January 1, 2019, using CPI data for September 2018. Based on increases in the CPI for the calculation period, a toll rate increase would have become effective on January 1, 2019. However, the Authority’s Board determined that “sufficient revenues and bond project funds and General Fund “pay go” capital funds were available to fund the next four to five years of its capital plan. Therefore, on December 5, 2018, the Authority’s Board approved resolution DRPA#18-131, which authorized the deferral of the CPI-based biennial toll increase from January 1, 2019 to January 1, 2021.

Page 47 213 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (dollars expressed in thousands)

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. 95, Postponement of the Effective Dates of Certain Authoritative Guidance. The primary objective of this Statement is to provide temporary relief to governments and other stakeholders in light of the COVID-19 pandemic. That objective is accomplished by postponing the effective dates of certain provisions in Statements and Implementation Guides that first became effective, or are scheduled to become effective, for periods beginning after June 15, 2018, and later. As a result of Statement No. 95, the implementation dates of the Statements that follow have been extended as indicated.

Statement No. 84, Fiduciary Activities. The 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, 2020 and is not expected to have a material impact on the basic financial statements.

Statement No. 87, Leases. The objective of this Statement is to better meet the information needs of financial statement users by improving accounting and financial reporting for leases by governments. This Statement increases the usefulness of governments' financial statements by requiring recognition of certain lease assets and liabilities for leases that previously were classified as operating leases and recognized as inflows of resources or outflows of resources based on the payment provisions of the contract. It establishes a single model for lease accounting based on the foundational principle that leases are financings of the right to use an underlying asset. Under this Statement, a lessee is required to recognize a lease liability and an intangible right-to-use lease asset, and a lessor is required to recognize a lease receivable and a deferred inflow of resources, thereby enhancing the relevance and consistency of information about governments' leasing activities. The Statement will become effective for the Authority’s year ending December 31, 2022. Management is currently evaluating whether or not this Statement will have an impact on the basic financial statements of 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.

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.

Page 48 214 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (dollars expressed in thousands)

Note 18. Blended Component Unit (Continued)

Rent of Transit System Facilities (Continued):

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, 2020 related to this agreement totals $282,993.

Net Position: The net position totaling ($815,401) and ($815,398) as of March 31, 2020 and December 31, 2019, respectively, represents the total losses for PATCO since inception.

Condensed combining financial information applicable to DRPA and PATCO as of and for the period ended March 31, 2020 is as follows:

March 31, 2020 DRPA PATCO Total

Current assets 501,157$ 13,110$ 514,266$ Receivable from primary government (2,010) 2,010 Capital assets 1,696,542 1,696,542 Other noncurrent assets 247,751 247,751

Total assets 2,443,440 15,120 2,458,560

Deferred outflows of resources 90,853 13,739 104,591

Total assets and deferred outflows of resources 2,534,293 28,858 2,563,151

Current liabilities 124,358.35 5,102 129,460 Payables to primary government: Lease agreement (282,993) 282,993 Advances from DRPA (517,265) 517,265 Noncurrent liabilities 1,496,944 38,339 1,535,283

Total liabilities 821,045 843,698 1,664,743

Deferred inflows of resources 7,119 562 7,681

Total net position (deficiency) $ 1,706,129 $ (815,401) $ 890,728

Page 49 215 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (dollars expressed in thousands)

Note 18. Blended Component Unit (Continued)

Condensed combining financial information applicable to DRPA and PATCO as of and for the period ended March 31, 2020 is as follows (continued):

March 31, 2020 DRPA PATCO Total Operating revenues Bridge revenues 72,682$ 72,682$ Transit systems 6,118$ 6,118 Other 24 24

Total operating revenues 72,707 6,118 78,825

Operating expenses Operating - other 39,715 11,639 39,715 Depreciation 19,402 19,402 Total operating expenses 39,715 11,639 59,117

Operating income (loss) 32,991 (5,521) 19,708 Nonoperating revenues (expenses) Interest expense (9,877) (9,877) Economic development activities (5) (5) Lease rental 153 (153) Other (13,380) 5,670 54 Total nonoperating revenues (expenses) 9,882 5,517 (9,828)

Capital contributions 1,442 - 1,442 Change in net position 11,325 (3) 11,322 Net position (deficiency), January 1 1,694,804 (815,398) 879,406

Net position (deficiency), March 31 $ 1,706,129 $ (815,401) $ 890,728

March 31, 2020 DRPA PATCO Total Net cash provided by (used in) operating activities 31,235$ (7,565)$ 23,671$ Net cash provided by (used in) noncapital financing activities (4,645) 5,845 1,200 Net cash provided by (used in) capital and related financing activities (117,241) (117,241) Net cash provided by (used in) investing activities 87,569 87,569

Net increase (decrease) in cash and cash equivalents (3,082) (1,719) (4,801) Cash and cash equivalents, January 1 24,942 2,757 27,699

Cash and cash equivalents, March 31 $ 21,860 $ 1,038 $ 22,898

Page 50 216 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (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, 2019 is as follows:

Condensed Combining Statements of Net Position

December 31, 2019 DRPA PATCO Total

Current assets 579,788$ 12,703$ 592,491$ Receivable from primary government (2,352) 2,352 Capital assets 1,699,278 1,699,278 Other noncurrent assets 261,821 261,821

Total assets 2,538,535 15,055 2,553,590

Deferred outflows of resources 93,759 13,739 107,498

Total assets and deferred outflows of resources 2,632,294 28,794 2,661,088

Current liabilities 156,857 13,035 169,892 Payables to primary government: Lease agreement (281,462) 281,462 Advances from DRPA (509,892) 509,892 Noncurrent liabilities 1,564,868 39,241 1,604,109

Total liabilities 930,371 843,630 1,774,001

Deferred inflows of resources 7,119 562 7,681

Net investment in capital assets 722,577 722,577 Restricted 219,510 219,510 Unrestricted (deficiency) 752,717 (815,398) (62,681)

Total net position (deficiency) $ 1,694,804 $ (815,398) $ 879,406

Page 51 217 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (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, 2019 is as follows (continued):

Condensed Combining Statements of Revenues, Expenses and Changes in Net Position

December 31, 2019 DRPA PATCO Total

Operating revenues Bridge revenues 338,960$ 338,960$ Transit systems 29,171$ 29,171 Other 73 73

Total operating revenues 339,033 29,171 368,204

Operating expenses Operating - other 114,797 56,830 171,627 Depreciation 78,365 78,365

Total operating expenses 193,162 56,830 249,992

Operating income (loss) 145,871 (27,659) 118,212

Nonoperating revenues (expenses) Interest expense (61,671) (61,671) Economic development activities (95) (95) Lease rental 6,122 (6,122) Other 20,847 135 20,982

Total nonoperating revenues (expenses) (34,797) (5,987) (40,784)

Capital contributions 22,139 - 22,139

Change in net position 133,213 (33,646) 99,567

Net position (deficiency), January 1 1,561,591 (781,752) 779,839 Net position (deficiency), December 31 $ 1,694,804 $ (815,398) $ 879,406

Condensed Combining Statements of Cash Flows

December 31, 2019 DRPA PATCO Total

Net cash provided by (used in) operating activities 236,313$ (26,294)$ 210,019$ Net cash provided by (used in) noncapital financing activities (25,651) 27,406 1,755 Net cash provided by (used in) capital and related financing activities (145,129) (145,129) Net cash provided by (used in) investing activities (76,647) (76,647)

Net increase (decrease) in cash and cash equivalents (11,114) 1,112 (10,002) Cash and cash equivalents, January 1 36,056 1,645 37,701

Cash and cash equivalents, December 31 $ 24,942 $ 2,757 $ 27,699

Page 52 218 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended March 31, 2020 and December 31, 2019 (dollars expressed in thousands)

Note 19. Subsequent Events

Redevelopment Fee: The Authority fulfilled its annual payment obligation in June 2020 for this obligation.

Section 5:11 – Insurance Certification: The Authority filed its annual certification to TD Bank, N.A. for the year ending December 31, 2019, on April 27, 2020, in compliance with its Bond Indenture.

COVID-19 Impact: In late December of 2019, a novel strain of coronavirus causing the disease known as "COVID-19" was discovered in Wuhan, China. Since then, COVID-19 has spread throughout the world, including throughout the United States and the region in which the DRPA provides services, resulting in the World Health Organization proclaiming COVID-19 to be a pandemic, the President of the United States declaring a national emergency, and the governors of the Commonwealth of Pennsylvania (the “Commonwealth”) and the State of New Jersey (the “State”) declaring states of emergency. The spread of COVID-19 is altering the behavior of businesses and people in a manner that has caused significant disruptions to the global, national and regional economy. The effects of the spread of COVID-19 and the related governmental, non-profit and private responses continue to evolve rapidly. However, COVID-19 has, in general, resulted in reduced traffic and corresponding reduced revenues for the Authority as described below.

Traffic/ Revenue: During the month of April, subsequent to the end of the first quarter 2020, management has noted as much as a 70% decline in year-to-year monthly traffic as a result of, among other things, State and Commonwealth mandated travel and business restrictions (including “stay at home” orders), job losses and remote working directives. Unaudited traffic data through June 30 shows a 30.3% drop in overall traffic, as compared to June 2019 YTD figures. Fortunately, as of mid-July of 2020, traffic has rebounded to almost 80% of 2019 traffic volumes, which has led to a significant improvement in estimated toll revenues. (Each 1% increase in traffic translates to about $275K in revenues).

PATCO Ridership/Fare Revenues: Similar to bridge traffic, PATCO ridership numbers remained at about 10% of ridership during the period of April through May when compared to the same period in 2019. As of mid-July 2020, PATCO ridership has since recovered to about 20% of the levels seen during the same period in 2019. The drop in ridership and revenues has widened the overall subsidy provided by the Authority to PATCO and, therefore, has required increased funding by the Authority. Fortunately, the Authority received a $40.7 million transit grant through the CARES Act to use in offsetting PATCO revenue losses. The Authority began drawing down grant funds in mid-July.

Debt Service Payments and Liquidity: The Authority has made and continues to make all of its required monthly debt service payments for all outstanding revenue and port district bonds and such payments are expected to continue uninterrupted given the Authorityʼs cash flow and sizeable General Fund balance of approximately $270 million as of June 30, 2020. In addition, while no assurances can be given, and none are given, based on current projections, the Authority expects to satisfy its fiscal year 2020 “net revenue requirement” established pursuant to the Indenture of Trust securing the outstanding revenue bonds.

Due to precipitous drops in interest rates and general market volatility, investment income was moderately impacted YTD through June. Management believes that investment income will more significantly be impacted during the second half of the year.

While no assurances can be given, and none are given, as a result of the evolving nature of the effects of COVID-19 on the Authority, based upon current forecasts of traffic flow/ridership and revenue, management estimates that 2020 bridge toll revenues could fall short of prior year revenues by as much as $80 million. In response, and among other things, Management has implemented, and will continue to seek, certain cost-cutting strategies to help to offset the financial impact of reduced traffic/ridership volumes and revenues.

Page 53 219 Schedule 1 DELAWARE RIVER PORT AUTHORITY CASH & CASH EQUIVALENTS March 31, 2020 (Unaudited)

REVENUE FUND: Cash on hand: Undeposited Tolls and Ticket Sales 26,736$ Santander Bank, N.A. 760,160 TD Bank N.A. 1,763,914 Bank of America, N.A. 63,102 Bank Of New York Mellon, N.A. 1,904,482 Wells Fargo Bank, N.A. 770,188 5,288,580$

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 181,370 Wells Fargo Bank, N.A. 718,807 Santander Bank, N.A. 180,835 Bank Of New York Mellon, N.A. 149,202 TD Bank N.A. 15,841,949 17,072,164$

Total $ 22,897,575

Page 54 Schedule 2 DELAWARE RIVER PORT AUTHORITY 220 INVESTMENTS March 31, 2020 (Unaudited)

Par Value Fair Value REVENUE FUND: Wells Fargo Securities Revenue Fund Money Market $ 14,624,769 14,624,769

MAINTENANCE RESERVE FUND (Restricted): Korean Dev. Bank, NY due 04/20/20 (includes accrued interest) $ 3,044,000 2,999,540 Goldman Sachs Treasury Obligation Money Market 2,473,738 2,473,738 $ 5,517,738 5,473,278

1999 PDP DEBT SERVICE FUND (Restricted): Federated Treasury Cash Series II $ 308,307 308,307

2012 PDP DEBT SERVICE FUND (Restricted): Goldman Sachs Treasury Obligation Money Market $ 5,057,000 5,057,000

2013 DEBT SERVICE FUND (Restricted): Goldman Sachs Treasury Obligation Money Market $ 7,051,753 7,051,753 1998B BOND RESERVE FUND (Restricted): Goldman Sachs Treasury Obligation Money Market $ 108,377,777 108,377,777

2012 PORT DISTRICT DEBT SERVICE RESERVE FUND (Restricted): Santander UK PLC Paper due 07/01/2020 (includes accrued interest) $ 10,745,000 10,435,942 Goldman Sachs Treasury Obligation Money Market 7,147,003 7,147,003 $ 17,892,003 17,582,945

2018A DEBT SERVICE FUND (Restricted): Goldman Sachs Treasury Obligation Money Market $ 4,072,798 4,072,798

2018B DEBT SERVICE FUND (Restricted): Goldman Sachs Treasury Obligation Money Market $ 20,079,591 20,079,591

2018C TAXABLE DEBT SERVICE FUND (Restricted): Goldman Sachs Treasury Obligation Money Market $ 156,191 156,191

Page 55 GENERAL FUND: Wells Fargo Securities Money Market $ 64,513,865 64,513,865221 PFM Cash Reserve Money Market 29 29 UBS Investments 33,764,302 33,548,557 Morgan Stanley / Dean Witter Investment Portfolio 25,686,808 28,271,202 Swarthmore Group Investments 57,872,909 59,052,374 Haverford Trust Investments 5,824,657 5,849,764 Haverford Trust C/D 6,754,659 6,754,659 TD Bank Investment Account 31,107,253 31,107,253 Wells Fargo Capital Reserve Pay-as-You-Go Money Market 52,335,967 52,335,967 Victor Lofts Custody (Goldman Sachs Gov't Fund Institutional Shares) 388,486 388,486 US Treasury Bills Due 05/07/2020 2,803,000 2,804,415 $ 281,051,936 284,626,571

2018 REVENUE BOND PROJECT FUND: Goldman Sachs Treasury Obligation Money Market $ 14,409,388 14,409,388 TD Bank, N.A. C/D 220,000,000 220,000,000 $ 234,409,388 234,409,388

Total investments $ 698,599,250 701,820,367

Page 56 Schedule 3 222 DELAWARE RIVER PORT AUTHORITY INTEREST INCOME BY FUND (Unaudited)

Period Ended

3/31/2020 3/31/2019 Revenue Fund $ 38,347 $ 33,598 Maintenance Reserve Fund 43,753 47,189 1998 Port Project Fund - - 1999 Port Project Fund - 78 2001 Port Project Fund - 2,121 2018 Revenue Bonds Project Fund 993,962 1,432,755 1998 Port District Debt Service Fund 6,848 10,352 1999 Port District Debt Service Fund 4,871 8,902 2010 Debt Service Fund A, B, C 0 95 2010 Debt Service Fund D - 70 1998 Bond Reserve Fund 440,194 486,353 2012 Port Debt Service Reserve Fund 176,794 187,425 2008 Debt Service Fund 0 71 2013 Project Fund - - 2013 Debt Service Fund 9,840 13,834 2018 Debt Service Fund 32,315 48,315 General Fund 2,970,156 2,121,538 $ 4,717,081 $ 4,392,695

Page 57 Schedule 4 223

DELAWARE RIVER PORT AUTHORITY BRIDGE REVENUES AND OPERATING EXPENSES* FOR THE PERIODS INDICATED (Unaudited)

Period Ended 3/31/2020 3/31/2019 BENJAMIN FRANKLIN BRIDGE Operating Revenues Bridge Tolls 22,930,412$ 24,642,240$ Other Operating Revenues 353,725 32,150 Total Operating Revenues 23,284,137 24,674,390 Operating Expenses 4,040,798 3,996,012 Net Operating Income 19,243,339 20,678,378

WALT WHITMAN BRIDGE Operating Revenues Bridge Tolls 27,088,157 28,592,634 Other Operating Revenues 324,128 1,838 Total Operating Revenues 27,412,285 28,594,472 Operating Expenses 4,275,083 4,481,527 Net Operating Income 23,137,202 24,112,945

COMMODORE BARRY BRIDGE Operating Revenues Bridge Tolls 12,083,931 12,747,799 Other Operating Revenues 173 402 Total Operating Revenues 12,084,104 12,748,201 Operating Expenses 1,919,304 1,797,773 Net Operating Income 10,164,800 10,950,428

BETSY ROSS BRIDGE Operating Revenues Bridge Tolls 9,369,437 10,026,679 Other Operating Revenues 147 420 Total Operating Revenues 9,369,584 10,027,099 Operating Expenses 1,899,705 1,846,693 Net Operating Income 7,469,879 8,180,406

COMBINED TOTALS Operating Revenues: Bridge Tolls 71,471,938$ 76,009,352$ Other 678,173 34,810 Total Operating Revenues 72,150,112 76,044,162 Operating Expenses 12,134,890 12,122,005 Net Operating Income $ 60,015,222 $ 63,922,157

Page 58 Schedule 5224 DELAWARE RIVER PORT AUTHORITY ECONOMIC DEVELOPMENT ACTIVITY FOR THE PERIOD ENDED MARCH 31, 2020 (Unaudited)

2020 YTD Activity Period and Year Ended (Loans and 03/31/20 12/31/19 Principal Payments) ECONOMIC DEVELOPMENT LOANS: Cooper River Boathouse 448,362$ 461,253$ (12,891)$ Camden Aquarium 11,941,872 12,058,687 (116,815) Total Loans 12,390,234$ 12,519,940$ (129,706)$

Provision for loan losses (1,344,551)$ (1,344,551)$ -$

Total Loans per Balance Sheet - Net $ 11,045,684 $ 11,175,390 $ (129,706)

Page 59 225

DRPA BOARD MINUTES

226

DELAWARE RIVER PORT AUTHORITY

BOARD MEETING

One Port Center 2 Riverside Drive, 11th Fl. Board Room Wednesday, July 15, 2020

Due to the coronavirus pandemic, all participants, except where noted, attended via telephone/web conference. Pennsylvania Commissioners Ryan Boyer, Chairman of the Board Sean Murphy (for Pennsylvania Auditor General Eugene DePasquale) Donna Powell Angelina Perryman Joseph Martz Marcy Feldman Rost (for Pennsylvania Treasurer Joseph Torsella)

New Jersey Commissioners Jeffrey Nash, Esq., Vice Chairman of the Board Albert Frattali Frank DiAntonio Charles Fentress Richard Sweeney Bruce Garganio Daniel Christy

DRPA/PATCO Staff John T. Hanson, Chief Executive Officer Maria Wing, Deputy Chief Executive Officer Raymond J. Santarelli, General Counsel and Corporate Secretary (in person) Narisa Sasitorn, Deputy General Counsel Robert Hicks, Chief Operating Officer James White, Chief Financial Officer (in person) Toni P. Brown, Chief Administrative Officer David Aubrey, Inspector General John Rink, General Manager, PATCO Michael Venuto, Chief Engineer John Lotierzo, Director of Finance Mark Ciechon, Director of Finance, PATCO Orville Parker, Manager, Budget Richard Mosback, Director, Procurement William Shanahan, Director, Government Relations Larry Walton, Bridge Director, WWB & CBB Kathleen Vandy, Assistant General Counsel

Page 1 of 5 227

DRPA/PATCO Staff (cont.) Joseph McAroy, Bridge Director, BFB & BRB Carol Herbst, Senior Accountant Mike Williams, Director, Corporate Communications Elizabeth Saylor, Administrative Coordinator, Corporate Secretary, OGC (in person) Dawn Whiton, Executive Assistant of the CEO

Others Present Craig Ambrose, Associate Counsel, New Jersey Governor’s Authorities Unit Alan Kessler, Esq., Duane Morris, LLP (Pennsylvania Counsel) Nedia Ralston, Director Governor’s Southeast Regional Office (via telephone) Daniel McArdle, Citizens’ Advisory Committee Ismail Shahid, S&S Consulting, LLC Monique Curry-Mims, Civic Capital Consulting, LLC

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. The Secretary also noted that, due to the ongoing pandemic, the public was not permitted physical presence at the One Port Center building but had been invited to attend via telecast and to submit any questions or comments electronically prior to the meeting.

Roll Call Chairman Boyer called the meeting to order at 9:01 a.m. and asked that the Corporate Secretary call the roll. The following Commissioners were present, constituting a quorum: Chairman Boyer, Vice Chairman Nash, Powell, Perryman, Fentress, Garganio, Murphy, Frattali, DiAntonio, Sweeney, Christy, Rost, and Martz.

Vice Chairman Nash extended his sincere thanks and appreciation to Commissioner DiAntonio who will be retiring after 18 years of service on the DRPA & PATCO Boards. Commissioner DiAntonio will continue on the Boards until a replacement is selected. Chairman Boyer echoed Vice Chairman Nash’s sentiments and also thanked Commissioner DiAntonio on his years of service.

Public Comment There was no public comment.

Report of the Chief Executive Officer CEO Hanson stated that the CEO Report stood as previously submitted. CEO Hanson commended Commissioner DiAntonio on his years of service to the DRPA & PATCO Boards.

Commissioner Fentress moved to approve the CEO’s Report and Commissioner Frattali seconded the motion. All Commissioners in attendance voted to approve the CEO’s Report. The motion carried.

Page 2 of 5 228

Report of the Chief Financial Officer

CFO White stated that his report stood as previously submitted. CFO White noted that the bridge traffic trend is approximately 80% of usual and PATCO ridership is currently between 18 – 20% of usual. Chairman Boyer inquired how PATCO compares to other transit organizations. General Manager Rink responded that other similar rail traffic is approximately as follows: SEPTA - 20%; New Jersey Transit - 15%; Long Island Railroad - 20%; New York City Transit – 20%; and, PATH - 7%. Approval of the June 17, 2020 DRPA Board Meeting Minutes Chairman Boyer stated that the Minutes of the June 17, 2020 DRPA Board Meeting were previously provided to the Governors of New Jersey and Pennsylvania and to the DRPA Commissioners. There were no comments or corrections. 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, the List of Previously Approved Purchase Orders and Contracts Covering the Months of June 2020. Chairman Boyer stated that the Monthly List of Payments and the Monthly List of Purchase Orders and Contracts covering the months of June 2020 were previously provided to all Commissioners. Commissioner Martz moved to receive and file the lists and Commissioner Powell seconded the motion. There were no questions or comments. All Commissioners in attendance voted in the affirmative. The motion carried.

Approval of Operations & Maintenance Committee Meeting Minutes of July 1, 2020 Chairman Boyer stated that the Minutes of the July 1, 2020 Operations & Maintenance Committee Meeting were previously provided to all Commissioners. There were no comments or corrections. 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 July 1, 2020 Chairman Boyer stated that there was one (1) Resolutions from the July 1, 2020 Operations & Maintenance Committee Meetings for consideration:

DRPA-20-085 Procurement of Conduit and Wire for North Side and South Side of the BFB Parapet Feeding Roadway Lighting and Elevators.

Chief Operating Officer Hicks presented Resolution No. DRPA-20-085 that the Board authorize staff to negotiate a procurement contract with United Electric Supply to furnish and deliver conduit and wire for use by Bridge Operations in the replacement of the deteriorating conduit and wire on both the north and south side of the BFB bridge structure, in an amount not to exceed $141,809.35. Commissioner DiAntonio moved to adopt Resolution No. DRPA-20-085 and Commissioner Fentress seconded the motion. All Commissioners in attendance voted in the affirmative to approve the Resolution. The motion carried.

Approval of Finance Committee Meeting Minutes of July 1, 2020

Page 3 of 5 229

Chairman Boyer stated that the Minutes of the July 1, 2020 Finance Committee Meeting were previously provided to all Commissioners. There were no comments or corrections. Commissioner Fentress moved to approve the Minutes and Commissioner Sweeney 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 Finance Committee on July 1, 2020 Chairman Boyer stated that there were four (4) Resolutions from the July 1, 2020 Finance Committee Meetings for consideration:

DRPA-20-081 Group Life, AD&D and Disability Coverage 2021 – 2023 (DRPA & PATCO).

Chief Administrative Officer Brown presented Resolution No. DRPA-20-081 that the Board authorize staff to renew DRPA & PATCO’s Group Life, Accidental Death and Dismemberment (AD&D), and Disability coverages with Symetra Life Insurance Company for a three-year term beginning January 1, 2021 through December 31, 2023. Commissioner Powell moved to adopt Resolution No. DRPA-20-079 and Commissioner Martz seconded the motion. All Commissioners in attendance voted in the affirmative to approve the Resolution. The motion carried.

DRPA-20-082 Camera/Call Box & CBB Datacenter Maintenance Agreement.

Director LaMarca presented Resolution No. DRPA-20-082 that the Board authorize staff to negotiate a one-year contract with Schneider Electric for the renewal of our camera/call box and CB data center maintenance agreement for preventative maintenance and system/equipment repairs for all Authority camera and call boxes and the CBB data center, in the amount not to exceed $371,334.00. This purchase is provided with PA COSTARS pricing under contract #008- 198. Commissioner Sweeney moved to adopt Resolution No. DRPA-20-082 and Commissioner Rost seconded the motion. All Commissioners in attendance voted in the affirmative to approve the Resolution. The motion carried.

DRPA-20-083 Agreement with Clear Channel Outdoor for Existing Billboards on DRPA Property.

Deputy Chief Executive Officer Wing presented Resolution No. DRPA-20-083 that the Board authorize staff to negotiate a renew the terms of the existing License Agreements pertaining to two (2) Clear Channel double-sided, static billboards currently located on DRPA property in Philadelphia, PA and in Camden, NJ. The renewal term will be for an initial ten (10) year term, with two (2) five (5) year renewal periods. Commissioner Sweeney moved to adopt Resolution No. DRPA-20-083 and Commissioner Fentress seconded the motion. All Commissioners in attendance voted in the affirmative to approve the Resolution. Vice Chairman Nash abstained from the vote. The motion carried.

DRPA-20-084 RenewalofTemporaryConsultantResourcesinSupport of SAP.

Deputy Chief Executive Officer Wing presented Resolution No. DRPA-20-084 that the Board authorize staff to negotiate (or modify as applicable) renewal contracts with any of the following staffing firms: (i) Red Commerce, Inc.; (ii) Kforce Staffing, Inc.; and, (iii) Aston Carter. These staffing firms specialize in the placement of technical and functional consultants required to Page 4 of 5 230

support DRPA and PATCO staff in the process of maintaining and/or upgrading the Authority’s enterprise resource platform (“ERP”) utilizing the SAP database and related software. The amount of the renewal contracts is NTE $1,000,000. Commissioner Martz moved to adopt Resolution No. DRPA-20-084 and Commissioner Powell seconded the motion. All Commissioners in attendance voted in the affirmative to approve the Resolution. The motion carried.

Citizens Advisory Committee Report Mr. Daniel McArdle gave the report of the Citizens Advisory Committee. Mr. McArdle noted the CAC met on June 10, 2020. He commended DRPA & PATCO on its outstanding work and stated that Senior Staff had satisfied the CAC’s questions.

Unfinished Business There was no unfinished business.

New Business Chairman Boyer reported there was one (1) item of New Business for consideration, and introduced the following:

DRPA-20-086 Consideration of Pending DRPA Contracts (Between $25,000 and $100,000).

Chairman Boyer presented Resolution No. DRPA-20-086. There were no questions or comments. Commissioner Fentress moved to adopt Resolution No. DRPA-20-086 and Commissioner Martz seconded the motion. All Commissioners in attendance voted to approve the motion. The motion carried and the Board adopted the Resolution.

Meeting Held in Abeyance At 9:28 a.m., Chairman Boyer stated that the DRPA Board meeting would be held in abeyance and the PATCO Board Meeting would convene.

Adjournment

With no further business, Commissioner Fentress moved to adjourn. Commissioner Martz seconded the motion. All Commissioners in attendance voted to approve the motion and the meeting adjourned at 9:34 a.m.

Respectfully Submitted,

Raymond J. Santarelli, Esquire General Counsel and Corporate Secretary

Page 5 of 5 231

DRPA MONTHLY LIST OF PREVIOUSLY APPROVED PAYMENTS

232

DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 7/01/20 THRU 7/31/20 MEETING DATE 8/19/20

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

REMINGTON & VERNICK ENGINEERS, INC. 4TH ST GARAGE CATHODIC PROTECTION D-17-093 $4,039.90 ** 4TH ST GARAGE CATHODIC PROTECTION TOTAL $4,039.90 H.A. DEHART & SON, INC. 7400 SWAP LOADER TRUCK F23702 25KTHRES $15,522.44 ** 7400 SWAP LOADER TRUCK F23702 TOTAL $15,522.44 JPC GROUP, INC. ANCHORAGE PRESERVATION D-19-114 $1,742,124.00 ** ANCHORAGE PRESERVATION TOTAL $1,742,124.00 TRAFFIX DEVICES, INC. ATTENUATOR D-20-048 $55,876.50 ** ATTENUATOR TOTAL $55,876.50 CANON FINANCIAL SERVICES, INC AUTHORITY WIDE COPIERS & PRINTERS CEOEMG $2,836.66 ** CANON FINANCIAL SERVICES, INC AUTHORITY WIDE COPIERS & PRINTERS D-16-083 $6,201.40 ** AUTHORITY WIDE COPIERS & PRINTERS TOTAL $9,038.06 SHI INTERNATIONAL CORP AUTHORITY-WIDE 800MHZ RADIO UPGRADE 2019 25KTHRES $2,930.00 ** AUTHORITY-WIDE 800MHZ RADIO UPGRADE 2019 TOTAL $2,930.00 MULTIFACET, INC. AUTO ACCESSORIES 25KTHRES $1,157.98 TRISTATE INDUSTRIAL DISTRIBUTORS AUTO ACCESSORIES 25KTHRES $1,223.44 AUTO ACCESSORIES TOTAL $2,381.42 ATANE ENGINEERS ARCHITECTS & LAND BIENNIAL INSPECTION D-20-003 $239,402.46 HNTB CORPORATION BIENNIAL INSPECTION D-20-005 $31,965.63 BIENNIAL INSPECTION TOTAL $271,368.09 BANK OF NEW YORK - MELLON BOND SERVICE BOND RESOLUTIONS $89,556.44 TD BANK, N.A. BOND SERVICE BOND RESOLUTIONS $10,528,000.00 BOND SERVICE TOTAL $10,617,556.44 STV, INCORPORATED BRB MAINTENANCE PAINTING D-17-093 $1,053.81 ** BRB MAINTENANCE PAINTING TOTAL $1,053.81 GANNETT FLEMING COMPANIES CAMDEN TOWER ELEVATOR D-17-093 $353.49 ** CAMDEN TOWER ELEVATOR TOTAL $353.49 ALSTOM TRANSPORTATION, INC. CAR REHAB DESIGN D-10-154 $7,434.61 ** LTK CONSULTING SERVICES INC CAR REHAB DESIGN D-19-133 $36,448.03 ** CAR REHAB DESIGN TOTAL $43,882.64 EPLUS TECHNOLOGY, INC CBB DR NETWORK UPGRADES D-20-035 $72,699.55 ** CBB DR NETWORK UPGRADES TOTAL $72,699.55 BILLOWS ELEC SUPPLY CO I NC CBB LED HIGH MAST LIGHTING IN THE PLAZA D-20-028 $89,775.00 ** CBB LED HIGH MAST LIGHTING IN THE PLAZA TOTAL $89,775.00 US ELECTRICAL SERVICES INC CBB LED ROADWAY LIGHTING D-20-060 $1,694.00 ** CBB LED ROADWAY LIGHTING TOTAL $1,694.00 GANNETT FLEMING COMPANIES CENTER TOWER/COMMAND & CONTROL CENTER D-16-011 $15,273.85 ** CENTER TOWER/COMMAND & CONTROL CENTER TOTAL $15,273.85 EPLUS TECHNOLOGY, INC CISCO VOIP UPGRADE D-20-037 $41,053.04 ** CISCO VOIP UPGRADE TOTAL $41,053.04 ELLIOTT-LEWIS COMP ACCESS./SUPP. 25KTHRES $975.00 COMP ACCESS./SUPP. TOTAL $975.00 TRI-COUNTY TERMITE & PEST CONTROL, CONTRACT SERVICE EXPENSE 25KTHRES $390.00 LEXISNEXIS A DIVISION OF RELX INC CONTRACT SERVICE EXPENSE D-18-079 $950.00 RAILROAD CONSTRUCTION COMPANY CONTRACT SERVICE EXPENSE D-19-007 $407,796.14 ** CONTRACT SERVICE EXPENSE TOTAL $409,136.14 LAZ PARKING MID ATLANTIC LLC CONTRACTED P/T TOLL COLLECTORS D-17-012 $39,277.05 LAZ PARKING MID ATLANTIC LLC CONTRACTED P/T TOLL COLLECTORS D-20-028 $14,112.16 CONTRACTED P/T TOLL COLLECTORS TOTAL $53,389.21 CONDUENT BUSINESS SERVICES LLC CONTRACTORS - EZP VPC D-04-031 $29,672.91 CONTRACTORS - EZP VPC TOTAL $29,672.91 CONDUENT BUSINESS SERVICES LLC CONTRACTORS - EZP WALK IN CSC D-15-120 $39,515.40 CONTRACTORS - EZP WALK IN CSC TOTAL $39,515.40 EPLUS TECHNOLOGY, INC DATA & VIDEO STORAGE EXPANSION D-20-034 $3,371.28 ** DATA & VIDEO STORAGE EXPANSION TOTAL $3,371.28 AECOM TECHNICAL SERVICES, INC. DECK CONDITION ASSESSMENT D-18-084 $20,272.40 ** IEW CONSTRUCTION GROUP, INC DECK CONDITION ASSESSMENT D-19-085 $1,210,517.72 ** URBAN ENGINEERS, INC. DECK CONDITION ASSESSMENT D-19-086 $378,866.34 ** DECK CONDITION ASSESSMENT TOTAL $1,609,656.46 AECOM TECHNICAL SERVICES, INC. DELEADING AND REPAINTING D-16-002 $6,710.74 ** DELEADING AND REPAINTING TOTAL $6,710.74 RIGGINS INC DIESEL FUEL D-19-103 $2,245.62 DIESEL FUEL TOTAL $2,245.62 ARORA SYSTEMS GROUP, LLC DRPA LINDENWOLD WATER DISTRIB SYSTEM D-18-030 $5,118.73 ** DRPA LINDENWOLD WATER DISTRIB SYSTEM TOTAL $5,118.73 HNTB CORPORATION DRPA PATCO INTERLOCKING D-20-029 $116,743.63 ** DRPA PATCO INTERLOCKING TOTAL $116,743.63 ATLANTIC CITY ELECTRIC ELECTRICITY EXPENSE UTILITY $14,154.10 PECO - PAYMENT PROCESSING ELECTRICITY EXPENSE UTILITY $24,076.60 PSE&G CO. ELECTRICITY EXPENSE UTILITY $25,174.20 ELECTRICITY EXPENSE TOTAL $63,404.90 AECOM TECHNICAL SERVICES, INC. ELECTRONIC SURVEILLANCE & INTEGRATION D-19-064 $89,459.77 ** ELECTRONIC SURVEILLANCE & INTEGRATION TOTAL $89,459.77 ELITE ELEVATOR SERVICES LLC ELEVATORS & ESCALATORS D-18-114 $11,736.75 ELEVATORS & ESCALATORS TOTAL $11,736.75

** Capital Expenditures Page 1 of 6 233

DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 7/01/20 THRU 7/31/20 MEETING DATE 8/19/20

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

PAUL'S CUSTOM AWARDS & TROPHIES EMPLOYEE AWARDS 25KTHRES $120.00 EMPLOYEE AWARDS TOTAL $120.00 DELTA DENTAL OF NEW JERSEY, INC. EMPLOYEE DENTAL INSURANCE D-19-078 $19,553.06 EMPLOYEE DENTAL INSURANCE TOTAL $19,553.06 AMERIHEALTH INSURANCE COMPANY EMPLOYEE MEDICAL INSURANCE D-19-077 $683,488.17 EMPLOYEE MEDICAL INSURANCE TOTAL $683,488.17 VISION BENEFITS OF AMERICA EMPLOYEE VISION INSURANCE D-19-079 $5,932.30 EMPLOYEE VISION INSURANCE TOTAL $5,932.30 BRINKERHOFF ENVIRONMENTAL SERVICES ENGINEERING SERVICES D-17-093 $5,722.81 ENGINEERING SERVICES TOTAL $5,722.81 ADAPT PHARMA INC EQUIPMENT & TOOLS 25KTHRES $1,800.00 ANA SOURCING LLC EQUIPMENT & TOOLS 25KTHRES $948.00 BISCO INDUSTRIES EQUIPMENT & TOOLS 25KTHRES $11,135.00 FASTENAL COMPANY EQUIPMENT & TOOLS 25KTHRES $709.88 FORTRESS PROTECTION LLC EQUIPMENT & TOOLS 25KTHRES $150.00 JOHNSON CONTROLS FIRE PROTECTION LP EQUIPMENT & TOOLS 25KTHRES $4,761.00 MED-TEX SERVICES INC EQUIPMENT & TOOLS 25KTHRES $3,351.20 MULTIFACET, INC. EQUIPMENT & TOOLS 25KTHRES $1,163.43 STAUFFER GLOVE & SAFETY EQUIPMENT & TOOLS 25KTHRES $7,513.67 T. FRANK MCCALL'S, INC. EQUIPMENT & TOOLS 25KTHRES $603.45 THOMSON REUTERS- WEST EQUIPMENT & TOOLS 25KTHRES $499.43 TINA A LISTON-HORNER EQUIPMENT & TOOLS 25KTHRES $216.00 TACTICAL PUBLIC SAFETY LLC EQUIPMENT & TOOLS D-18-115 $16,782.00 ATLANTIC TACTICAL EQUIPMENT & TOOLS D-19-033 $767.00 EQUIPMENT & TOOLS TOTAL $50,400.06 NJ E-ZPASS E-ZPASS CREDIT CARD FEES D-15-120 $311,895.90 AMERICAN EXPRESS E-ZPASS CREDIT CARD FEES D-04-031 $37.47 PAYMENTECH E-ZPASS CREDIT CARD FEES D-04-031 $744.78 E-ZPASS CREDIT CARD FEES TOTAL $312,678.15 DOUGLAS DYNAMICS INC & SUBSIDIARIES F250 CREW CAB F62008 25KTHRES $947.07 ** INTERCON TRUCK EQUIPMENT INC F250 CREW CAB F62008 25KTHRES $2,732.00 ** F250 CREW CAB F62008 TOTAL $3,679.07 DOUGLAS DYNAMICS INC & SUBSIDIARIES F250 CREW CAB F80708 25KTHRES $947.07 ** INTERCON TRUCK EQUIPMENT INC F250 CREW CAB F80708 25KTHRES $2,732.00 ** F250 CREW CAB F80708 TOTAL $3,679.07 DOUGLAS DYNAMICS INC & SUBSIDIARIES F350 CREW CAB STAKE BODY F83009 25KTHRES $947.07 ** INTERCON TRUCK EQUIPMENT INC F350 CREW CAB STAKE BODY F83009 25KTHRES $2,732.00 ** F350 CREW CAB STAKE BODY F83009 TOTAL $3,679.07 INTERCON TRUCK EQUIPMENT INC F350 CREW CAB UTILITY BODY F54099 25KTHRES $23,809.56 ** F350 CREW CAB UTILITY BODY F54099 TOTAL $23,809.56 DOUGLAS DYNAMICS INC & SUBSIDIARIES F350 CREW CAB UTILITY BODY F57311 25KTHRES $947.07 ** INTERCON TRUCK EQUIPMENT INC F350 CREW CAB UTILITY BODY F57311 25KTHRES $2,732.00 ** F350 CREW CAB UTILITY BODY F57311 TOTAL $3,679.07 DOUGLAS DYNAMICS INC & SUBSIDIARIES F350 CREW CAB UTILITY BODY F60411 25KTHRES $947.07 ** INTERCON TRUCK EQUIPMENT INC F350 CREW CAB UTILITY BODY F60411 25KTHRES $2,732.00 ** F350 CREW CAB UTILITY BODY F60411 TOTAL $3,679.07 CYBERTECH INC FARE COLLECTION EQP 25KTHRES $1,765.00 FARE COLLECTION EQP TOTAL $1,765.00 ALLEN CHASE ENTERPRISES, INC. FERT/SOIL CONDITION. D-20-007 $15,416.00 FERT/SOIL CONDITION. TOTAL $15,416.00 QI YE FINGER JOINT REHABILITATION D-17-093 $35,301.82 ** FINGER JOINT REHABILITATION TOTAL $35,301.82 MJR EQUIPMENT INC. FLUSHER SWAP LOADER D-20-048 $27,991.00 ** FLUSHER SWAP LOADER TOTAL $27,991.00 RIGGINS INC GASOLINE - UNLEADED D-19-103 $21,252.82 GASOLINE - UNLEADED TOTAL $21,252.82 CAMDEN SPECIAL SERVICES DISTRICT HADDON AVENUE OVERPASS 25KTHRES $21,642.20 ** HADDON AVENUE OVERPASS TOTAL $21,642.20 PHILADELPHIA GAS WORKS HEATING EXPENSE UTILITY $899.00 PSE&G CO. HEATING EXPENSE UTILITY $447.17 SOUTH JERSEY GAS COMPANY HEATING EXPENSE UTILITY $246.76 HEATING EXPENSE TOTAL $1,592.93 SOWINSKI SULLIVAN ARCHITECTS, PC INST ELEVATORS REMAINING STATIONS D-13-080 $8,229.45 ** A.P. CONSTRUCTION, INC. INST ELEVATORS REMAINING STATIONS D-17-046 $1,031,483.85 ** BURNS ENGINEERING, INC. INST ELEVATORS REMAINING STATIONS P-17-011 $184,697.39 ** INST ELEVATORS REMAINING STATIONS TOTAL $1,224,410.69 MOTT MACDONALD INSTALL NEW IN-FLOOR TRAIN CAR HOIST D-17-093 $21,078.99 ** A.P. CONSTRUCTION, INC. INSTALL NEW IN-FLOOR TRAIN CAR HOIST D-19-116 $174,870.00 ** INSTALL NEW IN-FLOOR TRAIN CAR HOIST TOTAL $195,948.99 PORT AUTHORITY TRANSIT CORPORATION INTERCOMPANY TRANSFERS NONE $3,477,264.99 INTERCOMPANY TRANSFERS TOTAL $3,477,264.99 PORT AUTHORITY TRANSIT CORPORATION INTERCOMPANY TRANSFERS-CAPITAL NONE $1,038,163.80 ** INTERCOMPANY TRANSFERS-CAPITAL TOTAL $1,038,163.80 SOUTH STATE, INC. INTERIM PAVEMENT REPAIRS - 2020 CEOEMG $1,296,118.06 **

** Capital Expenditures Page 2 of 6 234

DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 7/01/20 THRU 7/31/20 MEETING DATE 8/19/20

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

INTERIM PAVEMENT REPAIRS - 2020 TOTAL $1,296,118.06 THE HAVERFORD TRUST COMPANY INVESTMENT MANAGEMENT FEES D-00-079 $2,492.73 INVESTMENT MANAGEMENT FEES TOTAL $2,492.73 IUOE 542 BENEFIT FUNDS IUOE HEALTH & WELFARE D-18-135 $422,000.00 IUOE HEALTH & WELFARE TOTAL $422,000.00 INDCO INC JANITORIAL SUPPLIES 25KTHRES $192.00 Y-PERS, INC. JANITORIAL SUPPLIES 25KTHRES $2,640.00 JANITORIAL SUPPLIES TOTAL $2,832.00 CITY OF CAMDEN REDEVELOPMENT AGENCY LAND PURCHASE OPC SOLAR PROJECT D-20-047 $65,510.00 LAND PURCHASE OPC SOLAR PROJECT TOTAL $65,510.00 QUAL-LYNX CASUALTY LEGAL SETTLEMENT D-17-017 $23,522.92 LEGAL SETTLEMENT TOTAL $23,522.92 BRINKERHOFF ENVIRONMENTAL SERVICES LINDENWOLD YARD REMEDIATION D-17-093 $10,362.16 ** LINDENWOLD YARD REMEDIATION TOTAL $10,362.16 HNTB CORPORATION LINDENWOLD YARD TRACK REHAB D-16-111 $146,871.83 ** LINDENWOLD YARD TRACK REHAB TOTAL $146,871.83 TRANSCORE LP MAINT. FEE - TOLL COLLECTION EQUIP D-20-059 $368,215.00 MAINT. FEE - TOLL COLLECTION EQUIP TOTAL $368,215.00 HNTB CORPORATION MAINTENANCE PAINTING AND STEEL REPAIRS D-19-065 $16,578.77 ** MAINTENANCE PAINTING AND STEEL REPAIRS TOTAL $16,578.77 DIRECTV MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $50.50 TONI P. BROWN MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $227.75 MEMBERSHIPS & SUBSCRIPTIONS TOTAL $278.25 DISANTO PROPANE MISCELLANEOUS SUPPLIES 25KTHRES $21.00 EMERGI-CLEAN INC MISCELLANEOUS SUPPLIES 25KTHRES $285.00 PENNSYLVANIA ONE CALL SYSTEM, INC. MISCELLANEOUS SUPPLIES 25KTHRES $277.44 MISCELLANEOUS SUPPLIES TOTAL $583.44 TD BANK, N.A. NET PAYROLL NONE $12,827.26 WELLS FARGO BANK, NA NET PAYROLL NONE $2,803,957.86 NET PAYROLL TOTAL $2,816,785.12 EPLUS TECHNOLOGY, INC NETWORK SECURITY UPGRADES - RSA/ARCSIGHT D-20-036 $54,690.64 ** NETWORK SECURITY UPGRADES - RSA/ARCSIGHT TOTAL $54,690.64 JUPITER PAINTING CONTRACTING NJ APPROACH BRIDGES PAINTING D-19-129 $1,054,362.59 ** GREENMAN-PEDERSEN, INC. NJ APPROACH BRIDGES PAINTING D-19-130 $85,987.02 ** NJ APPROACH BRIDGES PAINTING TOTAL $1,140,349.61 VAN CLEEF ENGINEERING ASSOCIATES NJ APPROACH ROADWAY RESURFACING D-17-028 $1,184.99 ** SOUTH STATE, INC. NJ APPROACH ROADWAY RESURFACING D-19-112 $1,443,691.81 ** NJ APPROACH ROADWAY RESURFACING TOTAL $1,444,876.80 CONDUENT BUSINESS SERVICES LLC NJ CSC TRANSACTIONS D-15-120 $34,025.76 NJ CSC TRANSACTIONS TOTAL $34,025.76 BURNS ENGINEERING, INC. NJ FEEDERS & SUBSTATION UPGRADES D-17-093 $6,246.64 ** CHAMMINGS ELECTRIC, INC. NJ FEEDERS & SUBSTATION UPGRADES D-18-093 $101,067.95 ** NJ FEEDERS & SUBSTATION UPGRADES TOTAL $107,314.59 CHERRY VALLEY TRACTOR SALES OFF ROAD VEHICLE D-20-048 $25,872.94 ** OFF ROAD VEHICLE TOTAL $25,872.94 CANON SOLUTIONS AMERICA, INC. OFFICE SUPPLIES D-16-083 $1,439.54 W.B. MASON CO. INC OFFICE SUPPLIES D-17-085 $491.20 OFFICE SUPPLIES TOTAL $1,930.74 INTERCON TRUCK EQUIPMENT INC OFF-ROAD CRANE D-19-053 $83,070.00 ** OFF-ROAD CRANE TOTAL $83,070.00 DELL MARKETING L.P. OTHER MISC. EQUIPMENT 25KTHRES $963.61 OTHER MISC. EQUIPMENT TOTAL $963.61 TRAFFIC PLANNING AND DESIGN INC PA APPROACH OVERPASS REHAB D-17-093 $1,742.76 ** JPC GROUP, INC. PA APPROACH OVERPASS REHAB D-19-127 $531,797.43 ** STV, INCORPORATED PA APPROACH OVERPASS REHAB D-19-128 $302,679.69 ** PA APPROACH OVERPASS REHAB TOTAL $836,219.88 PHILIPS BROTHERS ELECTRICAL PA SWITCHGEAR REPLACEMENT D-19-002 $408,537.50 ** PA SWITCHGEAR REPLACEMENT TOTAL $408,537.50 CANON SOLUTIONS AMERICA, INC. PATCO COPIER EXPENSE 25KTHRES $472.80 PATCO COPIER EXPENSE TOTAL $472.80 HNTB CORPORATION PATCO HALL & WAY INTERLK REHAB D-15-019-51 $9,504.77 ** PATCO HALL & WAY INTERLK REHAB TOTAL $9,504.77 BURNS ENGINEERING, INC. PATCO LIND. SHOP & OFFICE IMPROVEMENTS D-19-021 $85,163.61 ** PATCO LIND. SHOP & OFFICE IMPROVEMENTS TOTAL $85,163.61 BURNS ENGINEERING, INC. PATCO ROOF REPLACEMENT D-19-063 $7,928.84 ** PATCO ROOF REPLACEMENT TOTAL $7,928.84 TRANSYSTEMS CORPORATION PATCO STATION ENHANCEMENTS 25KTHRES $5,609.38 ** TRANSYSTEMS CORPORATION PATCO STATION ENHANCEMENTS D-18-068 $4,862.38 ** PATCO STATION ENHANCEMENTS TOTAL $10,471.76 SPRINT PATCO TELEPHONE UTILITY $336.50 VERIZON PATCO TELEPHONE UTILITY $661.30 PATCO TELEPHONE TOTAL $997.80 SHI INTERNATIONAL CORP PATROL VEHICLE MODEMS & MDT'S 25KTHRES $3,250.00 ** PATROL VEHICLE MODEMS & MDT'S TOTAL $3,250.00

** Capital Expenditures Page 3 of 6 235

DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 7/01/20 THRU 7/31/20 MEETING DATE 8/19/20

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

INTERNAL REVENUE SERVICE PAYROLL TAXES NONE $924,435.46 PA DEPT OF REVENUE PAYROLL TAXES NONE $39,594.43 TREASURER - STATE OF NEW JERSEY PAYROLL TAXES NONE $98,879.49 U.S. DEPARTMENT OF TREASURY PAYROLL TAXES NONE $143.17 PAYROLL TAXES TOTAL $1,063,052.55 PNC BANK P-CARD P-CARD PURCHASES 25KTHRES $87,192.45 P-CARD PURCHASES TOTAL $87,192.45 PA STATE EMPLOYEES RETIREMENT SYSTEM PENSION - PA SERS NONE $230,383.35 PENSION - PA SERS TOTAL $230,383.35 JACK J. PEFFER POSTAGE EXPENSES 25KTHRES $28.85 UNITED PARCEL SERVICE (UPS) POSTAGE EXPENSES 25KTHRES $100.86 THE PITNEY BOWES BANK INC POSTAGE EXPENSES D-20-048 $50,000.00 POSTAGE EXPENSES TOTAL $50,129.71 W.B. MASON CO. INC PRINTING PLANT EQP D-19-146 $256.77 PRINTING PLANT EQP TOTAL $256.77 ACACIA FINANCIAL GROUP, INC. PROFESSIONAL FEES - CONSULTING D-18-040 $2,000.00 PROFESSIONAL FEES - CONSULTING TOTAL $2,000.00 GALLAGHER BENEFIT SERVICES, INC PROFESSIONAL FEES - INS BROKERS D-18-053 $25,312.50 PROFESSIONAL FEES - INS BROKERS TOTAL $25,312.50 DUANE MORRIS LLP PROFESSIONAL FEES - LEGAL COSTS D-17-086 $9,625.00 ARCHER & GREINER PROFESSIONAL FEES - LEGAL COSTS D-19-030 $16,210.00 BROWN & CONNERY LLP PROFESSIONAL FEES - LEGAL COSTS D-19-030 $880.00 DILWORTH PAXSON LLP PROFESSIONAL FEES - LEGAL COSTS D-19-030 $192.50 DUANE MORRIS LLP PROFESSIONAL FEES - LEGAL COSTS D-19-030 $4,207.50 FLORIO PERRUCCI STEINHARDT & FADER PROFESSIONAL FEES - LEGAL COSTS D-19-030 $1,237.50 PARKER MCCAY PA PROFESSIONAL FEES - LEGAL COSTS D-19-030 $2,795.00 STRADLEY RONON STEVENS & YOUNG, LLP PROFESSIONAL FEES - LEGAL COSTS D-19-030 $632.50 ZELLER & WIELICZKO, LLP PROFESSIONAL FEES - LEGAL COSTS D-19-030 $17,904.41 PROFESSIONAL FEES - LEGAL COSTS TOTAL $53,684.41 INTERSTATE MOBILE CARE, INC. PROFESSIONAL FEES - MEDICAL P-18-004 $576.00 US REGIONAL OCCUPATIONAL HEALTH II PROFESSIONAL FEES - MEDICAL P-18-004 $15.75 PROFESSIONAL FEES - MEDICAL TOTAL $591.75 EPLUS TECHNOLOGY, INC PROFESSIONAL SERVICES 25KTHRES $4,406.25 TREASURER, STATE OF NEW JERSEY PROFESSIONAL SERVICES 25KTHRES $2,500.00 BENEFIT HARBOR LP PROFESSIONAL SERVICES D-17-077 $8,296.20 AECOM TECHNICAL SERVICES, INC. PROFESSIONAL SERVICES D-18-084 $12,444.47 AECOM TECHNICAL SERVICES, INC. PROFESSIONAL SERVICES D-19-008 $51,692.85 KINEMATIC CONSULTANTS INC PROFESSIONAL SERVICES 25KTHRES $900.00 PROFESSIONAL SERVICES TOTAL $80,239.77 PREMIUM POWER SERVICES LLC PWR GENERATION EQP D-18-076 $356.00 PWR GENERATION EQP TOTAL $356.00 IRON MOUNTAIN INCORPORATED RECORDS MANAGEMENT FEES D-17-035 $2,542.28 RECORDS MANAGEMENT FEES TOTAL $2,542.28 BURNS ENGINEERING, INC. REOPENING FRANKLIN SQUARE D-17-069 $174,991.15 ** DUANE MORRIS LLP REOPENING FRANKLIN SQUARE D-19-030 $3,080.00 ** REOPENING FRANKLIN SQUARE TOTAL $178,071.15 FORTRESS PROTECTION LLC REPAIR PARTS - BUILDINGS 25KTHRES $260.00 REPAIR PARTS - BUILDINGS TOTAL $260.00 IRVINE FIRE & SAFETY EQUIPMENT INC REPAIR PARTS - OTHER EQUIPMENT 25KTHRES $3,112.00 REPAIR PARTS - OTHER EQUIPMENT TOTAL $3,112.00 MUNICIPAL EMERGENCY SERVICES REPAIRS AND MAINTENANCE - OTHER 25KTHRES $372.74 REPAIRS AND MAINTENANCE - OTHER TOTAL $372.74 GANNETT FLEMING COMPANIES REPLACE ELECTRICAL CABLES IN SUBWAYS D-19-108 $187,033.91 ** REPLACE ELECTRICAL CABLES IN SUBWAYS TOTAL $187,033.91 AMERIHEALTH INSURANCE COMPANY RETIREE MEDICAL INSURANCE D-19-077 $229,478.14 UNITED HEALTHCARE RETIREE MEDICAL INSURANCE D-19-123 $128,744.53 RETIREE MEDICAL INSURANCE TOTAL $358,222.67 HORIZON BLUE CROSS BLUE SHIELD RETIREE MEDICAL PRESCRIPTION INSURANCE OVER 65 D-18-108 $35,745.68 RETIREE MEDICAL PRESCRIPTION INSURANCE OVER 65 TOTAL $35,745.68 MORTON SALT INC. SALT-SODIUM CHLORIDE D-18-070 $8,077.35 SALT-SODIUM CHLORIDE TOTAL $8,077.35 EPI-USE LABS, LLC SAP ENTERPRISE RESOURCE PLANNING SYSTEM CEOEMG $6,047.72 ** SAP PUBLIC SERVICES INC SAP ENTERPRISE RESOURCE PLANNING SYSTEM D-18-025 $1,229,721.08 ** KLEINBARD LLC SAP ENTERPRISE RESOURCE PLANNING SYSTEM D-19-030 $1,292.50 ** RED COMMERCE ,INC SAP ENTERPRISE RESOURCE PLANNING SYSTEM D-19-080 $140,696.00 ** SAP ENTERPRISE RESOURCE PLANNING SYSTEM TOTAL $1,377,757.30 WSP USA STRATEGIC STUDIES D-18-060 $56,046.84 STRATEGIC STUDIES TOTAL $56,046.84 THORNTON TOMASETTI, INC. SUSPENSION CABLE INSPECT/DESIGN D-16-022 $21,151.16 ** AECOM TECHNICAL SERVICES, INC. SUSPENSION CABLE INSPECT/DESIGN D-17-067 $42,398.16 ** SUSPENSION CABLE INSPECT/DESIGN TOTAL $63,549.32 GREENMAN-PEDERSEN, INC. SUSPENSION SPANS REHABILITATION D-19-132 $89,001.97 ** HNTB CORPORATION SUSPENSION SPANS REHABILITATION D-20-058 $51,191.60 ** SUSPENSION SPANS REHABILITATION TOTAL $140,193.57

** Capital Expenditures Page 4 of 6 236

DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 7/01/20 THRU 7/31/20 MEETING DATE 8/19/20

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

TENNANT SALES AND SERVICE COMPANY SWEEPER D-20-048 $44,898.90 ** SWEEPER TOTAL $44,898.90 CDW LLC TECHNOLOGY EXPENSE 25KTHRES $16,417.50 DELL MARKETING L.P. TECHNOLOGY EXPENSE 25KTHRES $5,355.76 EPLUS TECHNOLOGY, INC TECHNOLOGY EXPENSE 25KTHRES $1,698.18 THOMSON REUTERS- WEST TECHNOLOGY EXPENSE 25KTHRES $308.69 ZAYO GROUP HOLDINGS INC TECHNOLOGY EXPENSE D-16-086 $1,636.00 SCHNEIDER ELECTRIC TECHNOLOGY EXPENSE D-19-062 $16,608.00 SHI INTERNATIONAL CORP TECHNOLOGY EXPENSE D-20-074 $46,500.15 TECHNOLOGY EXPENSE TOTAL $88,524.28 SAP PUBLIC SERVICES INC TECHNOLOGY SERVICE CONTRACTS D-18-024 $23,757.50 TECHNOLOGY SERVICE CONTRACTS TOTAL $23,757.50 GPS INSIGHT, LLC TELEPHONE & TELECOM EXPENSE D-20-028 $57,031.65 MCI COMMUNICATIONS SERVICES INC TELEPHONE & TELECOM EXPENSE UTILITY $1,177.00 SPRINT TELEPHONE & TELECOM EXPENSE UTILITY $1,346.02 THE CONFERENCE GROUP, LLC TELEPHONE & TELECOM EXPENSE UTILITY $5,754.03 VERIZON TELEPHONE & TELECOM EXPENSE UTILITY $11,736.82 VERIZON WIRELESS TELEPHONE & TELECOM EXPENSE UTILITY $11,491.89 TELEPHONE & TELECOM EXPENSE TOTAL $88,537.41 ACCOUNTANTS FOR YOU, INC TEMPORARY SERVICES D-19-058 $22,307.76 CAREERS USA INC TEMPORARY SERVICES D-19-058 $3,866.83 ISEARCH PARTNERS INC TEMPORARY SERVICES D-19-058 $5,572.51 TEMPORARY SERVICES TOTAL $31,747.10 ONE CALL CONCEPTS, INC. TESTING AND INSPECTION FEES 25KTHRES $77.22 TREASURER-STATE OF NEW JERSEY TESTING AND INSPECTION FEES 25KTHRES $970.00 TESTING AND INSPECTION FEES TOTAL $1,047.22 TIRE CORRAL OF AMERICA, INC. TIRES 25KTHRES $2,804.40 TIREHUB LLC TIRES 25KTHRES $3,960.00 TIRES TOTAL $6,764.40 R.RODRIQUEZ TOLL REFUND 25KTHRES $50.00 TOLL REFUND TOTAL $50.00 SKANSKA KOCH INC. TOWER LINK REHABILITATION D-19-048 $238,054.50 ** TOWER LINK REHABILITATION TOTAL $238,054.50 DARCIE A. DEBEAUMONT TRAINING COURSE FEES 25KTHRES $659.00 TRAINING COURSE FEES TOTAL $659.00 WM CORPORATE SERVICES, INC. TRASH REMOVAL D-18-064 $640.96 TRASH REMOVAL TOTAL $640.96 COSTANTINO PARISI TRAVEL EXPENSES 25KTHRES $109.25 JOSEPH W. COLLINS TRAVEL EXPENSES 25KTHRES $35.65 STEVEN R. DEVILLASANTA TRAVEL EXPENSES 25KTHRES $265.07 SURYAKANT T. PATEL TRAVEL EXPENSES 25KTHRES $135.60 TRAVEL EXPENSES TOTAL $545.57 E.O. HABHEGGER CO., INC. UNDERGROUND STORAGE TANKS REPLACEMENT D-19-067 $171,179.75 ** UNDERGROUND STORAGE TANKS REPLACEMENT TOTAL $171,179.75 ACME UNIFORM FOR INDUSTRY UNIFORM CLEANING EXPENSE 25KTHRES $331.20 UNIFORM CLEANING EXPENSE TOTAL $331.20 ALKO DISTRIBUTORS UNIFORM EXPENSE 25KTHRES $754.39 KEYPORT ARMY NAVY UNIFORM EXPENSE 25KTHRES $2,625.00 PNC BANK P-CARD UNIFORM EXPENSE 25KTHRES $5,452.14 UNIFORM EXPENSE TOTAL $8,831.53 EMPLOYEE PASS THROUGH PAYMENTS UNION DUES, EMPLOYEE CONTRIBUTIONS, ETC. NONE $298,658.45 UNION DUES, EMPLOYEE CONTRIBUTIONS, ETC. TOTAL $298,658.45 STV INCORPORATED UPGRADE CENTER TWR SCADA SOFTWARE D-15-019-53 $121.34 ** UPGRADE CENTER TWR SCADA SOFTWARE TOTAL $121.34 BUCKS COUNTY INTERNATIONAL INC VEHICLE PARTS FOR REPAIRS 25KTHRES $1,083.69 B.C.K. WILLIAMS CORP. VEHICLE PARTS FOR REPAIRS D-20-010 $229.20 NAPA AUTO PARTS VEHICLE PARTS FOR REPAIRS D-20-010 $672.92 VEHICLE PARTS FOR REPAIRS TOTAL $1,985.81 PENNONI ASSOCIATES INC. VICTOR LOFTS D-13-082 $28,637.13 VICTOR LOFTS TOTAL $28,637.13 W.B. MASON CO. INC WATER & SEWER EXPENSE D-19-047 $179.20 CAMDEN COUNTY MUNICIPAL UTILITIES WATER & SEWER EXPENSE UTILITY $5,194.78 CITY OF PHILA WATER & SEWER EXPENSE UTILITY $15,337.76 MERCHANTVILLE-PENNSAUKEN WATER WATER & SEWER EXPENSE UTILITY $1,655.00 NEW JERSEY AMERICAN WATER WATER & SEWER EXPENSE UTILITY $1,777.41 PENNSAUKEN SEWERAGE AUTHORITY WATER & SEWER EXPENSE UTILITY $446.30 WATER & SEWER EXPENSE TOTAL $24,590.45 CROWN CASTLE FIBER LLC WIDE AREA NETWORK REDUNDANCY D-18-074 $11,660.00 ** WIDE AREA NETWORK REDUNDANCY TOTAL $11,660.00 QUAL-LYNX CASUALTY WORKMAN'S COMPENSATION D-17-017 $64,339.67 MATTLEMAN, WEINROTH & MILLER, P.C. WORKMAN'S COMPENSATION D-17-086 $1,430.00 AHMAD ZAFFARESE LLC WORKMAN'S COMPENSATION D-19-030 $17.50 MALAMUT & ASSOCIATES, LLC WORKMAN'S COMPENSATION D-19-030 $2,957.50 MATTLEMAN, WEINROTH & MILLER, P.C. WORKMAN'S COMPENSATION D-19-030 $1,859.00

** Capital Expenditures Page 5 of 6 237

DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 7/01/20 THRU 7/31/20 MEETING DATE 8/19/20

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

WORKMAN'S COMPENSATION TOTAL $70,603.67 US ELECTRICAL SERVICES, INC. WWB LED BRIDGE LIGHTING UPGRADE 25KTHRES $13,558.70 ** WWB LED BRIDGE LIGHTING UPGRADE TOTAL $13,558.70 LOU BO CORP WWB UNDER-BRIDGE LED LIGHTING UPGRADE 25KTHRES $3,644.00 ** WWB UNDER-BRIDGE LED LIGHTING UPGRADE TOTAL $3,644.00

$37,265,123.34

** Capital Expenditures Page 6 of 6 238

DRPA MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDERS & CONTRACTS

239 DRPA Monthly List of Previously Approved Purchase order Contracts July 2020

Purchasing Item Document Vendor/supplyingplant MaterialGroupDesc. NetOrder Document Date Value 4500013681 2,198.48 45000136811 7/20/2020100525 Y-PERS,INC. JANITORIALSUPPLIES 636.48 45000136812 7/20/2020100525 Y-PERS,INC. 1STAID&SAFETYEQP 781.00 45000136813 7/20/2020100525 Y-PERS,INC. 1STAID&SAFETYEQP 781.00 4500013719 613.64 45000137191 7/1/2020100734 ARAMSCO,INC. HARDWARE&RELATED 389.00 45000137192 7/1/2020100734 ARAMSCO,INC. PAINTINGEQP/ACCESS 112.32 45000137193 7/1/2020100734 ARAMSCO,INC. HARDWARE&RELATED 112.32 4500013720 391.68 45000137201 7/1/2020100302 MULTIFACET,INC. PAINTINGEQP/ACCESS 391.68 4500013724 192.00 45000137241 7/2/2020100231 INDCOINC JANITORIALSUPPLIES 192.00 4500013725 645.00 4500013725 1 7/6/2020 100968 LAWMENSUPPLYCOOFNEWJERSEYINC POLICEEQPANDSUPP 129.00 4500013725 2 7/6/2020 100968 LAWMENSUPPLYCOOFNEWJERSEYINC POLICEEQPANDSUPP 129.00 4500013725 3 7/6/2020 100968 LAWMENSUPPLYCOOFNEWJERSEYINC POLICEEQPANDSUPP 129.00 4500013725 4 7/6/2020 100968 LAWMENSUPPLYCOOFNEWJERSEYINC POLICEEQPANDSUPP 129.00 4500013725 5 7/6/2020 100968 LAWMENSUPPLYCOOFNEWJERSEYINC POLICEEQPANDSUPP 129.00 4500013743 138.80 4500013743 1 7/9/2020100817 COONEYBROTHERSINC PLUMBINGEQP &SUPP 138.80 4500013747 504.00 4500013747 1 7/10/2020101973 SUPREMESAFETY,INC 1STAID&SAFETYEQP 504.00 4500013748 944.00 45000137481 7/10/2020102375 ANASOURCINGLLC 1STAID&SAFETYEQP 179.00 45000137482 7/10/2020102375 ANASOURCINGLLC 1STAID&SAFETYEQP 239.40 45000137483 7/10/2020102375 ANASOURCINGLLC 1STAID&SAFETYEQP 525.60 4500013751 456.00 4500013751 1 7/13/2020101125 SHERWINWILLIAMS PAINTINGEQP/ACCESS 456.00 4500013756 687.00 4500013756 1 7/13/2020101067 TINAALISTON-HORNER AUTOACCESSORIES 612.00 45000137562 7/13/2020101067 TINAALISTON-HORNER FASTENERS 75.00 4500013769 6,793.80 4500013769 1 7/15/2020100530 SHIINTERNATIONALCORP. DATAPROCSRVS&SW 6,793.80 4500013775 700.00 4500013775 1 7/16/2020101067 TINAALISTON-HORNER ELECEQP/SUPP-NOCBL 700.00 4500013776 937.50 4500013776 1 7/16/2020101067 TINAALISTON-HORNER 1STAID&SAFETYEQP 937.50 4500013781 9,504.00 4500013781 1 7/20/2020102375 ANASOURCINGLLC 1STAID&SAFETYEQP 9,504.00 4500013785 568.62 4500013785 1 7/17/2020100646 W.W.GRAINGERINC. 1STAID&SAFETYEQP 568.62 4500013786 2,008.37 4500013786 1 7/20/2020100530 SHIINTERNATIONALCORP. DATAPROCSRVS&SW 2,008.37 4500013791 208.80 4500013791 1 7/21/2020 101191 TRISTATE INDUSTRIAL DISTRIBUTORS OF PAINT-COATINGS, ETC 208.80 4500013801 6,187.20 4500013801 1 7/23/2020100724 AMERICANSIGNALCOMPANY AUTOBODY/ACSPRTS 2,858.00 4500013801 2 7/23/2020100724 AMERICANSIGNALCOMPANY AUTOBODY/ACSPRTS 298.00 4500013801 3 7/23/2020100724 AMERICANSIGNALCOMPANY AUTOBODY/ACSPRTS 1,950.00 4500013801 4 7/23/2020100724 AMERICANSIGNALCOMPANY AUTOBODY/ACSPRTS 37.00 4500013801 5 7/23/2020100724 AMERICANSIGNALCOMPANY AUTOBODY/ACSPRTS 37.00 4500013801 6 7/23/2020100724 AMERICANSIGNALCOMPANY AUTOBODY/ACSPRTS 7.20 4500013801 7 7/23/2020100724 AMERICANSIGNALCOMPANY AUTOBODY/ACSPRTS 1,000.00 4500013804 2,205.00 4500013804 1 7/23/2020102073 BISCOINDUSTRIES 1STAID&SAFETYEQP 2,205.00 4500013805 1,380.00 4500013805 1 7/23/2020 100477 TRI-COUNTYTERMITE&PESTCONTROL, MISCPROFSRVS 1,380.00 4500013806 1,560.00 4500013806 1 7/23/2020 100477 TRI-COUNTYTERMITE&PESTCONTROL, BUILDINGMAINTSRVS 1,560.00 4500013807 1,380.00 4500013807 1 7/23/2020 100477 TRI-COUNTYTERMITE&PESTCONTROL, BUILDINGMAINTSRVS 1,380.00 4500013808 1,500.00 4500013808 1 7/23/2020 100477 TRI-COUNTYTERMITE&PESTCONTROL, BUILDINGMAINTSRVS 1,500.00 4500013811 1,120.00 4500013811 1 7/28/2020100653 ALMONDGLASSWORKS,INC. GLASS/GLAZINGSUPP 224.00 240 DRPA Monthly List of Previously Approved Purchase order Contracts July 2020

4500013811 2 7/28/2020100653 ALMONDGLASSWORKS,INC. GLASS/GLAZINGSUPP 160.00 4500013811 3 7/28/2020100653 ALMONDGLASSWORKS,INC. GLASS/GLAZINGSUPP 224.00 4500013811 4 7/28/2020100653 ALMONDGLASSWORKS,INC. GLASS/GLAZINGSUPP 256.00 4500013811 5 7/28/2020100653 ALMONDGLASSWORKS,INC. GLASS/GLAZINGSUPP 256.00 4500013817 2,680.00 4500013817 1 7/27/2020100088 CAMDENGLASSINC CONSTRSRVSGENERAL 2,680.00 4500013820 225.00 45000138201 7/27/2020100525 Y-PERS,INC. JANITORIALSUPPLIES 225.00 4500013828 2,025.00 4500013828 1 7/28/2020100463 TIRECORRALOFAMERICA,INC. TIRESANDTUBES 2,025.00 4500013830 600.96 4500013830 1 7/28/2020100445 T.FRANKMCCALL'S,INC. HARDWARE&RELATED 600.96 4500013831 3,400.00 4500013831 1 7/28/2020101472 CENTRALPOLY-BAGCORP. JANITORIALSUPPLIES 3,400.00 4500013833 2,520.00 4500013833 1 7/28/2020101931 POTTERSINDUSTRIESLLC PAINT-COATINGS,ETC 2,520.00 4500013842 8,570.00 4500013842 1 7/28/2020100373 PROVANTAGELLC COMPHW/PERIPH-MICRO 6,520.00 4500013842 2 7/28/2020100373 PROVANTAGELLC COMPHW/PERIPH-MICRO 2,050.00 4500013866 2,587.00 4500013866 1 7/31/2020100367 PORTERLEECORPORATION DATAPROCSRVS&SW 2,587.00 241

OPERATIONS & MAINTENANCE COMMITTEE

242

DELAWARE RIVER PORT AUTHORITY Operations & Maintenance Committee Meeting

One Port Center 2 Riverside Drive Camden, New Jersey Tuesday, August 4, 2020

Due to the coronavirus pandemic, all participants, except where noted, attended via telephone/web conference.

Commissioners: Albert Frattali, Chairman of the Operations & Maintenance Committee Frank DiAntonio Angelina Perryman Charles Fentress Kathleen McGinty Veronica Hoof (for Pennsylvania Treasurer Joseph Torsella) Bruce Garganio Daniel Christy Richard Sweeney (joined at 9:18 am)

DRPA/PATCO Staff: John Hanson, Chief Executive Officer (attended in person) Raymond J. Santarelli, General Counsel and Corporate Secretary (attended in person) Steven Holden, Deputy General Counsel (attended in person) Gerald Faber, Assistant General Counsel Michael Venuto, Chief Engineer Robert Hicks, Chief Operations Officer David Aubrey, Inspector General William Shanahan, Director Government Relations Tonyelle Cook-Artis, Manager, Government Relations John Rink, General Manager, PATCO Larry Walton, Bridge Director, WWB & CBB Michael Williams, Manager, Corporate Communications Carol Herbst, Senior Accountant Elizabeth Saylor, Administrative Coordinator, OGC (attended in person)

Others Present: Craig Ambrose of the New Jersey Governor’s Authorities Unit Monique Curry-Mims, Board Liaison

Page 1 of 4 243

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, DiAntonio, Perryman, Fentress, Garganio, McGinty, Christy, Hoof and Joyce.

OPEN SESSION

Summary Statements and Resolutions for Consideration

Committee Chairman Frattali stated that there were six (6) Summary Statements and Resolutions for the Committee:

1) PATCO-20-016 PATCO Real-Time Train Messaging.

General Manager Rink presented Summary Statement and Resolution No. PATCO-20-016 seeking Board authorization for staff to negotiate a contract with the firm of B&C Transit, Inc. to provide PATCO with real-time train messaging via the existing LED platform signage, in an amount not to exceed $728,532.25. Commissioner Garganio moved to forward PATCO-20-016 to the Board for consideration and Commissioner DiAntonio seconded the motion. There were no questions or comments. All Commissioners in attendance voted to approve the motion.

2) DRPA-20-086 Contract No. PATCO-59-2017, Way Interlocking and Subway Structure Rehabilitation.

Chief Engineer Venuto presented Summary Statement and Resolution No. DRPA-20-086 seeking Board authorization for staff to negotiate a construction contract with the firm of Railroad Construction Company, Inc. to perform the replacement of the Way Interlocking track and perform structural improvements in the Camden Subway, in an amount not to exceed $14,227,180.00. Commissioner Fentress moved to forward DRPA-20-086 to the Board for consideration and Commissioner Christy seconded the motion. There were no questions or comments. All Commissioners in attendance voted to approve the motion.

3) DRPA-20-087 Construction Monitoring Services for Contract No. PATCO-59-2017, Way Interlocking and Subway Structure Rehabilitation.

Chief Engineer Venuto presented Summary Statement and Resolution No. DRPA-20-087 seeking Board authorization for staff to negotiate an agreement with AECOM Technical Services, Inc. to provide Construction Monitoring Services for Contract No. PATCO-59-2017, Way Interlocking and Subway Structure Rehabilitation Project, in an amount not to exceed $1,697,680.00. Commissioner DiAntonio moved to forward DRPA-20-087 to the Board for consideration and Commissioner Hoof seconded the motion. There were no questions or comments. All Commissioners in attendance voted to approve the motion.

4) DRPA-20-088 Renewal of Agreement for 10th Street & Packer Avenue Parking Lot.

Chief Engineer Venuto presented Summary Statement and Resolution No. DRPA-20-088 seeking Page 2 of 4 244

Board authorization for staff to negotiate and enter into a one (1) year renewal of an existing agreement with Evans All Pro Properties, LLC regarding use of forty parking spaces within a DRPA- owned parking lot in the vicinity of 10th Street and Packer Avenue, Philadelphia, PA, in an amount of no less than $900.00 per month. Commissioner Fentress moved to forward DRPA-20-088 to the Board for consideration and Commissioner DiAntonio seconded the motion. There were no questions or comments. All Commissioners in attendance voted to approve the motion.

5) PATCO-20-017 License Agreement with AT&T to Install Cellular Equipment in PATCO Underground Stations.

Deputy Chief Executive Officer Wing presented Summary Statement and Resolution No. PATCO- 20-017 seeking Board authorization for staff to negotiate a license agreement with New Cingular Wireless PCS, LLC, a special purpose entity wholly owned and controlled by AT&T wireless (“AT&T”), granting to AT&T the right to install, operate and maintain cellular communication equipment at seven (7) PATCO underground stations for a term of five (5) years with one (1) renewal option of five (5) years. PATCO will receive an annual license fee in exchange for allowing this equipment to be installed in the seven (7) underground stations, at no cost to the Authority. Probable revenue will be in the amount of $330,712.42. Commissioner Garganio moved to forward PATCO- 20-017 to the Board for consideration and Commissioner Fentress seconded the motion. There were no questions or comments. All Commissioners in attendance voted to approve the motion.

6) DRPA-20-089 DRPA Perpetual Easement to Access GVD Camden I, LLC Property Located Adjacent to Ferry Avenue Station.

Chief Engineer Venuto presented Summary Statement and Resolution No. DRPA-20-089 seeking Board authorization for staff to negotiate a Perpetual Easement to Access GVD Camden I, LLC Property located adjacent to PATCO Ferry Avenue Station, in an amount not to exceed $2,500.00. Commissioner Garganio moved to forward DRPA-20-089 to the Board for consideration and Commissioner Fentress seconded the motion. There were no questions or comments. All Commissioners in attendance voted to approve the motion.

General Discussion Committee Chairman Frattali stated that there are seven (7) items for general discussion.

Chief Engineer Venuto discussed the following Change Orders:

Contract No. BR-21-2018, Betsy Ross New Jersey Approach Roadway Resurfacing Miscellaneous Repairs.

Chief Engineer Venuto explained that this is the first Change Order for Contract No. BR- 21-2018, Betsy Ross New Jersey Approach Roadway Resurfacing Miscellaneous Repairs. The change in the contract will be utilizing $385,110.15 of the $1,000,000.00 for unforeseen items to the original contract amount of $25,204,051.64.

Contract No. BF-54-2019, Benjamin Franklin Bridge Rehabilitation of Suspension Spans and Anchorages.

Chief Engineer Venuto explained that this is the first Change Order for Contract No. BF- 54-2019, Benjamin Franklin Bridge Rehabilitation of Suspension Spans and Anchorages. The change in the contract will be utilizing $29,834.75 of the $10,000,000.00 for unforeseen site conditions to the original contract amount of $194,990,00.00 for security fences due to the pandemic.

Page 3 of 4 245

Contract No. BF-48-2016, 4th Street Garage Repair of Columns & Bents with Cathodic Protection System.

Chief Engineer Venuto explained that this is the first Change Order for Contract No. BF- 48-2016, 4th Street Garage Repair of Columns & Bents with Cathodic Protection System. The change will be a credit in the amount of $221,200.00 to the original contract amount of $6,200,185.40 for changes to concrete repairs contract items.

Contract No. BF-EMG-2020, Ben Franklin Bridge Emergency Paving – Lanes 3, 4 and 5.

Chief Engineer Venuto explained that this is the first and final Change Order for Contract No. BF-EMG-2020, Ben Franklin Bridge Emergency Paving – Lanes 3, 4 and 5. The change in the contract will be a credit of $474,944.22 for unneeded scope on the original contract amount of $1,916,945.00 for a final cost of $1,442,001.18. The construction monitoring services will cost approximately $40,000.00 and will be paid through the BRB Approach Roadway Resurfacing project. This will close out the contract.

Contract No. WW-29-2018, Walt Whitman Bridge Suspended Span Link Replacement – Phase I.

Chief Engineer Venuto explained that this is the second Change Order for Contract No. WW-29-2018, Walt Whitman Bridge Suspended Span Link Replacement – Phase I. The change in the contract will be utilizing $85,000.00 of the $100,000.00 for unforeseen site conditions to the original contract amount of $4,099,000.00 for pack rust remediation.

Contract No. WW-29-2018, Walt Whitman Bridge New Jersey Approach Spans Painting and Steel Repairs.

Chief Engineer Venuto explained that this is the second Change Order for Contract No. WW-29-2018, Walt Whitman Bridge New Jersey Approach Spans Painting and Steel Repairs. The change in the contract will be utilizing $32,740.00 of the $500,000.00 for unforeseen site conditions to the original contract amount of $13,227,840.00 for an additional structural repair item on the New Jersey Ramps.

Contract No. 14-N, PATCO Lindenwold Yard and Viaduct Rehabilitation.

Chief Engineer Venuto explained that this is the sixth and final Change Order for Contract No. 14-N, PATCO Lindenwold Yard and Viaduct Rehabilitation. The change in the contract will be credit of $8.58 to the original contract amount of $36,028,545.00 for adjustments for final quantities. This will close out the contract.

ADJOURNMENT With no further business, Commissioner Fentress moved to adjourn the meeting and Commissioner Christy seconded the motion. All Commissioners in attendance voted to approve the motion and the committee meeting adjourned at 9:30 a.m.

Page 4 of 4 246

SUMMARY STATEMENT

ITEM NO. DRPA-20-091

SUBJECT: Contract No. PATCO-59-2017, Way Interlocking and Subway Structure Rehabilitation

COMMITTEE: Operations & Maintenance

COMMITTEE MEETING DATE: August 4, 2020

BOARD ACTION DATE: August 19, 2020

PROPOSAL: That the Board authorizes staff to negotiate a construction contract with the firm of Railroad Construction Company, Incorporated to perform the replacement of the Way Interlocking track and perform structural improvements in the Camden Subway.

Amount: $14,277,180.00

Contractor: Railroad Construction Company, Inc. 75-77 Grove Street Paterson, NJ 07503

OtherBidders: APConstruction $17,788,360.00 JPCInc. $17,991,800.00

Engineers Estimate: $15,448,700.00

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

Contractor Proposed MBE/WBE Commitments: MBE: 16% WBE: 4.8%

PURPOSE: To perform all required to replace four turnouts, one crossing diamond, approach rail, electrical and communications improvements with Way Interlocking. Work also includes the repairs to the subway floor slab, steel and concrete repairs within the Camden Subway.

BACKGROUND: The PATCO facility consists of fourteen interlockings. Each interlocking is comprised of an arrangement of switches, signals, turnouts, ties, and electrical components. All fourteen interlocking controls are interconnected to prevent conflicting movements through 247

track junctions, crossings, and crossovers. Proper functionality of the interlockings is necessary to ensure overall system safety, reliability and minimal service disruptions. During normal operation, Way interlocking approaching Broadway stations is used to change trains from Track 2 to Track 1 in the westbound direction and from Track 1 to Track 2 in the eastbound direction. The interlocking was installed in 1980 and has deteriorated to the point where routine PATCO maintenance is no longer efficient. Repairs and replacement of interlocking components is necessary in order for PATCO to safely operate its passenger service.

In 2018, a consulting engineering firm performed a condition assessment of the track and Camden Subway as part of the biennial inspection. Repairs and replacements noted in the report will be addressed in this Contract.

The project was publicly advertised and bid documents were offered to the public on February 27, 2020 with a bid opening date of May 12, 2020. Twenty-one (21) sets of documents were requested in Ariba. A total of three (3) bids were received. The low responsive and responsible bid was submitted by Railroad Construction Company, Incorporated in the amount of $14,277,180.00.

Staff has completed the evaluation of bids and recommends that the contract be awarded to Railroad Construction Company, Incorporated, in the amount of $14,277,180.00 as the low responsive and responsible bidder.

SUMMARY: Amount: $14,277,180.00 SourceofFunds: 2018ARevenueBonds Capital Project #: PTD.01504 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration ofContract: 15 months Other Parties Involved: N/A Estimated Number of JobsSupported: 428 248

DRPA-20-091 Operations & Maintenance Committee: August 4, 2020 Board Date: August 19, 2020 Contract No. PATCO-59-2017, Way Interlocking and Subway Structure Rehabilitation

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority accepts the bid of $14,277,180.00 to rehabilitate Way Interlocking and the Camden Subway, and that the proper officers of the Authority be and hereby are authorized to negotiate a contract with Railroad Construction Company, Incorporated for the required work in an amount not to exceed $14,277,180.00, 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: $14,277,180.00 SourceofFunds: 2018ARevenueBonds Capital Project #: PTD.01504 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration ofContract: 15 months Other Parties Involved: N/A Estimated Number of JobsSupported: 428 249

SUMMARY STATEMENT

ITEM NO. DRPA-20-087

SUBJECT: Construction Monitoring Services for Contract No. PATCO-59-2017, Way Interlocking and Subway Structure Rehabilitation

COMMITTEE: Operations and Maintenance

COMMITTEE MEETING DATE: August 4, 2020

BOARD ACTION DATE: August 19, 2020

PROPOSAL: That the Board authorizes staff to negotiate an agreement with AECOM Technical Services, Inc. to provide Construction Monitoring Services for Contract No. PATCO-59-2017, Way Interlocking and Subway Structure Rehabilitation.

Amount: $1,697,680.00

Consultant: AECOM Technical Services, Inc. 1700 Market Street, Suite 1600 Philadelphia, PA 19103

Other Consultants: Gannett Fleming WSP USA Rail Pros

EngineersEstimate: $2,340,000.00

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

Consultant Proposed MBE/WBE Commitments: MBE: 15.3% WBE: 4%

PURPOSE: To provide full-time, on-site construction inspection and monitoring services for Contract No. PATCO-59-2017, Way Interlocking and Subway Structure Rehabilitation. The services will include a full-time Resident Engineer and support inspection staff for inspecting all contract field activities and monitoring the contractor’s compliance with the plans and specifications. 250

BACKGROUND: The work to be completed under Contract No. PATCO-59-2017 consists of replacement of four turnouts, one crossing diamond, concrete and steel repairs, as well as lighting improvements in the Camden Subway.

The Authority publicly advertised its intent to retain a consultant and invited interested firms to submit Statements of Qualifications. Five (5) firms responded with Statements of Qualifications on July 2, 2019. Four (4) firms were deemed qualified and were sent a formal Request for Proposal. A review committee of three (3) staff engineers evaluated the Proposals on the basis of Technical merit.

AECOM was one of the highest technically ranked firms. The proposed Project Manager has previous experience with rehabilitation projects and has been very responsive on past DRPA projects. The proposed Resident Engineer has over 11 years of experience in similar railroad projects. AECOM’s Inspection Team has 30-50 years of experience inspecting track projects similar to those required for this contract. Overall, the team assembled by AECOM was found to possess the necessary experience and qualifications to successfully complete the project.

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

It is recommended that an engineering services agreement be negotiated with AECOM Technical Services, Inc. for the costs and associated fees not to exceed $1,697,680.00 to provide engineering services in accordance with the Request for Proposal.

SUMMARY: Amount: $ 1,697,680.00 SourceofFunds: 2018ARevenueBonds Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration ofContract: 16 months Other Parties Involved: N/A Estimated Number of JobsSupported: 7 251

DRPA-20-087 Operations and Maintenance Committee: August 4, 2020 Board Date: August 19, 2020 Construction Monitoring Services for Contract No. PATCO-59-2017, Way Interlocking and Subway Structure Rehabilitation

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority accepts the Proposal of AECOM Technical Services, Inc. to provide Construction Monitoring Services for Contract No. PATCO-59-2017, Way Interlocking and Subway Structure Rehabilitation and that the proper officers of the Authority be and hereby are authorized to negotiate an Agreement with AECOM Technical Services, Inc. for an amount not to exceed $1,697,680.00, 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: $ 1,697,680.00 SourceofFunds: 2018ARevenueBonds Capital Project #: PTD.01504 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration ofContract: 16 months Other Parties Involved: N/A Estimated Number of JobsSupported: 7 252

MEMORANDUM

DELAWARE RIVER PORT AUTHORITY of Pennsylvania & New Jersey

TO: O&M Committee Members FROM: Michael P. Venuto, Chief Engineer SUBJECT: Professional Service Selection for Construction Monitoring Services for DRPA Contract No. PATCO-59-2017 Way Interlocking and Subway Structure Rehabilitation Technical Proposal Evaluation, Findings and Recommendation Report DATE: June 22, 2020

The Request for Qualifications (RFQs), which was posted on the Authority’s web-site, invited consultants to submit Statements of Qualifications (SOQs). Five (5) firms submitted SOQs on July 2, 2019.

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

AECOM Technical Services, Incorporated Gannett Fleming Rail Pros WSP USA.

The short listed firms were sent a RFP on December 12, 2019. The Technical Proposals and separate sealed Price Proposals were received on January 31, 2020 from AECOM, Gannett Fleming, Rail Pros, and WSP USA. The Review Committee, consisting of three (3) staff engineers, reviewed and evaluated the Technical Proposals.

AECOM was one of the highest technically ranked firms. The proposed Project Manager has previous experience with rehabilitation projects and has been very responsive on past DRPA projects. The proposed Resident Engineer has over 11 years experience in similar size highway and bridge projects. Overall, the team assembled by AECOM was found to possess the necessary experience and qualifications to successfully complete the project.

The Review Committee recommended that the Price Proposal be opened and negotiations commence using other recommended firm’s Price Proposals and the Engineer’s Estimate in the amount of $2,340,000.00, as a guide. Price Proposals were opened on March 30, 2020. 253

Below are the Technical Proposal rankings, proposed hours and fees of these firms, along with the Engineer’s estimate of hours.

Original Price Negotiated Rank Firm Hours Proposal Hours Fee Engineer’s Estimate 14,732 $2,340,000.00 1 Gannett Fleming 20,326 $3,633,712.00 N/A N/A 2 AECOM 14,936 $1,697,680.00 N/A N/A 3 WSP USA 9,158 $1,193,837.00 N/A N/A 4 Rail Pros N/A N/A N/A N/A

The Price Proposal from the highest technically ranked firm, Gannett Fleming, dated January 31, 2020 was reviewed by Engineering Department staff. It was observed to be 55% higher than the Engineer’s Estimate. Based on the Review Committee’s findings and review of the Price Proposals from Gannett Fleming and AECOM, it has been determined that the proposal and cost estimate from AECOM to be fair and reasonable and therefore the committee recommends that an Engineering Services Agreement be issued to AECOM Technical Services, Inc.

Based on a review of the Review Committee’s evaluation and supporting documentation, I concur with the recommendation to engage AECOM Technical Services, Inc. of Philadelphia, Pennsylvania, in the amount of $1,697,680.00 for this Agreement.

MPH:ala 254

SUMMARY STATEMENT

ITEM NO.: DRPA-20-088

SUBJECT: Renewal of Agreement for 10th Street & Packer Avenue Parking Lot

COMMITTEE: Operations and Maintenance

COMMITTEE MEETING DATE: August 4, 2020

BOARD ACTION DATE: August 19, 2020

PROPOSAL: That the Board authorizes staff to negotiate and enter into a one (1) year renewal of an existing agreement with Evans All Pro Properties, LLC regarding use of forty parking spaces within a DRPA owned parking lot in the vicinity of 10th Street and Packer Avenue, Philadelphia, PA.

PURPOSE: To renew for one (1) year the agreement in favor of Evans All Pro Properties, LLC permitting use of forty (40) parking spaces in a DRPA owned parking lot near 10th Street and Packer Avenue, Philadelphia, PA solely for the employees and patrons of Evans All Pro LLC’s restaurant located at 3101 S. 13th Street, Philadelphia, PA.

BACKGROUND: At its March 20, 2019 Board Meeting, the DRPA Board of Commissioners authorized staff to enter into a one (1) year agreement with four (4) one (1) year extension options in favor of Evans All Pro Properties, LLC for use of up to forty (40) spaces in a DRPA parking lot near 10th & Packer Streets for the sole purpose of providing parking to the employees and patrons of Evans All Pro Properties, LLC’s restaurant located at 3101 S. 13th Street, Philadelphia, PA. Monthly rent was set at not less than $900.00 per month. The Board stipulated that each renewal term of the agreement would require additional Board approval. As the first one (1) year term of the agreement has now expired, staff seeks to exercise the first of the one (1) year term extensions, subject to the same terms and conditions of the previously negotiated License Agreement.

SUMMARY: Amount: Not less than $900.00 per month Source of Funds: N/A Capital Project #: N/A Operating Budget: $0 Master Plan Status: N/A Other Fund Sources: N/A DurationofContract: 1year Other Parties Involved: N/A 255

DRPA-20-088 Operations and Maintenance: August 4, 2020 Board Date: August 19, 2020 Renewal of Agreement for 10th Street & Packer Avenue Parking Lot

RESOLUTION

RESOLVED: That the Board authorizes staff to negotiate and enter into a one (1) year renewal of an existing agreement with Evans All Pro Properties, LLC regarding use of forty parking spaces within a DRPA owned parking lot in the vicinity of 10th Street and Packer Avenue, Philadelphia, PA. Parking shall be limited to the passenger vehicles of the employees and patrons of Evans All Pro LLC’s restaurant located at 3101 S. 13th Street, Philadelphia, PA. The license fee payable to the DRPA shall be no less than $900.00 per month.

RESOLVED: The Chair, Vice Chair and the Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the DRPA. If such agreements, contracts, or other documents have been approved by the Chair, Vice Chair and Chief Executive Officer and if thereafter either the Chair or Vice Chair is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA along with the Chief Executive Officer. If both the Chair and Vice Chair are absent or unavailable; and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of DRPA.

SUMMARY: Amount: Not less than $900.00 per month Source of Funds: N/A Capital Project #: N/A Operating Budget: $0 Master Plan Status: N/A Other Fund Sources: N/A DurationofContract: 1year Other Parties Involved: N/A 256

SUMMARY STATEMENT

ITEM NO.: DRPA-20-089

SUBJECT: DRPA Perpetual Easement to Access GVD Camden I, LLC Property Located Adjacent to PATCO Ferry Avenue Station

COMMITTEE: Operations & Maintenance

COMMITTEE MEETING DATE: August 4, 2020

BOARD ACTION DATE: August 19, 2020

PROPOSAL: That the Board authorizes staff to negotiate a Perpetual Easement to Access GVD Camden I, LLC Property located adjacent to PATCO Ferry Avenue Station.

PURPOSE: To fully access PATCO’s Ferry Avenue Station Embankment for restoration and maintenance purposes

BACKGROUND: In connection with the PATCO Embankment Restoration Project, DRPA has been negotiating with GVD Camden I, LLC for a perpetual access easement through this property, which abuts the PATCO Ferry Avenue Station. DRPA originally owned this strip of land, along with a contiguous lot, which extends to Haddon Avenue. DRPA granted an option to Grapevine for the purchase of both parcels on June 10, 2011, per DRPA-10-079. The sale was eventually consummated on October 14, 2015, for $215, 976. PATCO now requires access to the strip of land comprising Lot 11, Block 1383.

SUMMARY: Amount: $2,500 SourceofFunds: 2018Arevenuebonds Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Source of Funds: N/A Duration of Contract: Perpetual Other Parties Involved: N/A 257

DRPA-20-089 Operations & Maintenance Committee: August 4, 2020 Board Date: August 19, 2020 DRPA Perpetual Easement to Access GVD Camden I, LLC Property Located Adjacent to PATCO Ferry Avenue Station

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority authorize staff to negotiate a Perpetual Easement to Access GVD Camden I, LLC Property located adjacent to Ferry Avenue Station; and be it further

RESOLVED: The Chair, Vice Chair and the Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the DRPA. If such agreements, contracts, or other documents have been approved by the Chair, Vice Chair and Chief Executive Officer and if thereafter, either the Chair or Vice Chair is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA along with the Chief Executive Officer. If both the Chair and Vice Chair are absent or unavailable, and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of DRPA.

SUMMARY: Amount: $2,500 SourceofFunds: 2018Arevenuebonds Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Funds Sources: N/A Duration of Contract: Perpetual Other Parties Involved: N/A 258

UNFINISHED BUSINESS 259

NEW BUSINESS

260

SUMMARY STATEMENT

ITEM NO.: DRPA-20-090

SUBJECT: Off-site Records Storage Contract

COMMITTEE: New Business

COMMITTEE MEETING DATE: N/A

BOARD ACTION DATE: August 19, 2020

PROPOSAL: That the Board authorizes staff to negotiate a contract with GRM Information Management Services, Philadelphia, PA for off-site storage of DRPA and PATCO records.

AMOUNT: $400,000

CONSULTANT: GRM Information Management Services 3449 Fox Street Philadelphia, PA 19129

OTHER CONSULTANT: DocuVault Delaware Valley, LLC

PROJECT ESTIMATE:

PURPOSE: To provide DRPA and PATCO with access to safe and secure off-site records storage and associated services.

BACKGROUND: The DRPA issued a RFP for the provision of off-site record storage services. The RFP was issued on May 26, 2020 with bids due on June 26, 2020. We received two (2) proposals. Proposals were reviewed by an Evaluation Committee consisting of General Counsel, Director – Information Services and the Records Manager. It was determined that GRM Information Management prosed the best value for the Authority. 261

Cost:

The Not to Exceed amount is $400,000.

The breakdown for the initial three-year term and two optional years are:

Year 1:$90,000 OptionalYear1:$77,500 Year 2:$77,500 OptionalYear2:$77,500 Year 3: $77,500

Accordingly, staff is seeking authorization to enter into an Agreement with GRM Information Management Services for the provision of off- site record storage and shredding services. This agreement will be for a term of three years, with option to extend, at the DRPA’s sole discretion, (2) one-year extensions. The not to exceed figure is based on anticipated storage and destruction needs for the duration of the contract.

SUMMARY: Amount: NTE $400,000 (over 5 years) Source of Funds: Revenue and General Funds Capital Project #: N/A Operating Budget: DRPA/PATCO- Contractual Services Master Plan Status: N/A Other Fund Sources: N/A Duration ofContract: Three yearswith (2)one-year options Other Parties Involved: N/A 262

DRPA-20-090 Committee Meeting Date: N/A Board Date: August 19, 2020 Off-site Records Storage Contract

RESOLUTION

RESOVLED: That the Board authorizes staff to negotiate a contract with GRM for the provision of off-site records storage services as described herein; 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 DRPA and PATCO. If such agreements, contracts, or other documents have been approved by the Chair, Vice Chair and Chief Executive Officer, and if thereafter, either the Chair or Vice Chair is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA and PATCO, along with the Chief Executive Officer. If both the Chair and Vice Chair are absent or unavailable, and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of DRPA and PATCO.

SUMMARY: Amount: NTE $400,000 (over 5 years) Source of Funds: Revenue and General Funds Capital Project #: N/A Operating Budget: DRPA/PATCO- Contractual Services Master Plan Status: N/A Other Fund Sources: N/A Duration ofContract: Three yearswith (2)one-year options Other Parties Involved: N/A 263

SUMMARY STATEMENT

ITEM NO.: DRPA-20-092

SUBJECT: Consideration of Pending DRPA Contracts (Between $25,000 and $100,000)

COMMITTEE: New Business

COMMITTEE MEETING DATE: N/A

BOARD ACTION DATE: August 19, 2020

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 264

DRPA-20-092 New Business: August 19, 2020 Board Date: August 19, 2020 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 265

CONSIDERATION OF PENDING DRPA CONTRACTS (VALUED BETWEEN $25,000 - $100,000) – Wednesday, August 19, 2020 DRPA

Item # Vendor/Contractor Description Amount Procurement Method Bids Received Bid Amounts Source of Funds 1 EPlus Technology, Inc Commvault Smart Hands $28,780.00 In Accordance with the 1. EPlus Technology, Inc 1. $28,780.00 Revenue Fund Newtown, PA Support provides the Commonwealth of PA Co-Stars Newtown, PA DRPA with full menu of Contract #006-010 support for our Commvault Backup and eDiscovery environment. This includes day-to-day technical issue resolution, updates and upgrades to the environment, health check and training

2 EB Fence, LLC Purchase and Installation $31,158.19 In Accordance with New Jersey 1. EB Fence, LLC 1. $31,158.19 Revenue Fund Sicklerville, NJ of Fence for the State Contract #A88679 Sicklerville, NJ Commodore Barry Bridge.

3 Intercon Truck Equipment PartsforCraneBody $55,746.00 InAccordancewiththe 1. Intercon Truck Equipment 1. $55,746.00 General Fund Aston, PA Commonwealth of PA Co-Stars Aston, PA Contract #025-031

4 e-Builder, Inc. Renewal of Annual $87,068.00 In Accordance with GSA Contract 1. e-Builder, Inc. 1. $87,068.00 Revenue Fund Fort Lauderdale, FL e-Builder Licenses #35F-408AA Fort Lauderdale, FL Subscription Services for 2020-2021 266

CONSIDERATION OF PENDING DRPA CONTRACTS (VALUED BETWEEN $25,000 - $100,000) – Wednesday, August 19, 2020 DRPA Item # Vendor/Contractor Description Amount Procurement Method Bids Received Bid Amounts Source of Funds 5 Elite Elevator Services, LLC Addendum in $93,480.00 - total Addendum to increase funding to N/A N/A Revenue Fund Pennsauken, NJ accordance with RFP ($2,280.00 per contract #GN-0042-18 for Three (3) and Contract #GN-0042- month starting on years and Five (5) months. 18, increase in funding August 1, 2020 for Traction/Hydraulic until December Full Maintenance Service 31, 2023) for 2 newly installed elevators at the Commodore Barry Bridge (CBB).

6 H.A. DeHart & Son Purchase of Four (4) $79, 235.36 In Accordance with the 1. H.A. DeHart & Son 1. $79,235.37 General Fund Thorofare, NJ 08086 V Box Spreaders, Four Commonwealth of PA Co-Stars Thorofare, NJ 08086 (4) 15' Rail Contract #025-052 Assemblies and Five (5) - 12' Rail Assemblies

7 Brinks, Inc. Three (3) month contract $99,999.00 Three (3) month contract extension N/A N/A General Fund Hunt Valley, MD extension from July 1, to extend term of Agreement #GN- 2020 to September 30, 0013-14 for "Cash Toll Revenue 2020. Counting, Processing and Reporting, and Transport Services" provided by Brinks, Inc. (see DRPA- 14-093). There have been five amendments to the original agreement and term of current agreement expired on June 30, 2020. This extension is from July 1, 2020 to September 30, 2020. 267

CONSIDERATION OF PENDING DRPA CONTRACTS (VALUED BETWEEN $25,000 - $100,000) – Wednesday, August 19, 2020 DRPA Item # Vendor/Contractor Description Amount Procurement Method Bids Received Bid Amounts Source of Funds 8 SHI International Corp. Implementation of the $31,403.00 In Accordance with Sourcewell 1. SHI International Corp. 1. $31,403.00 Revenue Fund Somerset, NJ DRPA Retention Technology Catalog Solutions Somerset, NJ Schedule into Sharepoint Contract #081419-SHI for Records Management

9 U.S. Electrical Services Inc. Purchase and $59,101.00 Competitive Formal Bid - Invitation 1. U.S. Electrical Services Inc. 1. $59,101.00 Revenue Fund DBA Franklin-Griffith Fabrication of Hoffman for Bid DRPA-10-2020 was publicly DBA Franklin-Griffith Moorestown, NJ Stainless Enclosures for advertised and issued to eleven (11) Moorestown, NJ the Commodore Barry prospective bidders. Four (4) bids Bridge - or Approved were received and publicly opened 2. United Electric 2. $61,575.08 Equal on August 7, 2020. New Castle, DE

3. BISCO Industries 3. $88,851.82 Anaheim, CA

4. U.S. Electrical Services Inc. 4. Non-Responsive DBA Yale Electric Middletown, CT 268

PORT AUTHORITY TRANSIT CORP. BOARD MEETING

Wednesday, August 19, 2019 Immediately following the DRPA Board Meeting

One Port Center Board Room Camden, NJ

John T. Hanson, Chief Executive Officer 269

PATCO BOARD

270

PORT AUTHORITY TRANSIT CORPORATION BOARD MEETING

Wednesday, August 19, 2020 Immediately following the DRPA Board Meeting One Port Center Camden, New Jersey

ORDER OF BUSINESS

1. Roll Call

2. Public Comment

3. Report of the General Manager – August 2020

4. Approval of July 15, 2020 PATCO Board Meeting Minutes

5. Monthly List of Previously Approved Monthly List of Payments of July 2020

6. Monthly List of Previously Approved Purchase Orders and Contracts of July 2020

7. Approval of Balance Sheet and Equity Statement dated May 31, 2020.

8. Approval of Operations & Maintenance Committee Meeting Minutes of August 4, 2020

9. Adopt Resolutions Approved by Operations & Maintenance Committee of August 4, 2020

PATCO-20-016 PATCO Real-Time Train Messaging.

PATCO-20-017 License Agreement with AT&T to Install Cellular Equipment in PATCO Underground Stations.

10. Unfinished Business

11. New Business

PATCO-20-018 Consideration of Pending PATCO Contracts (Between $25,000 and $100,000).

12. Adjournment 271

GENERAL MANAGER’S REPORT

272

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.

August 19, 2020

To the Commissioners:

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

HIGHLIGHTS

And the Beat Goes On – While Ashland and Westmont Stations have been closed during this COVID19 world of reduced ridership, our initiative to make all our stations fully accessible by installing elevators is progressing.

Ashland Station

- 1 - General Manager’s Report – August 19, 2020 Meeting 273

Westmont Station

Response to COVID-19 – PATCO intensified our communications to encourage our customers to do their part by wearing face covers and practice social distancing. Social media reminders and new signage reiterate the requirement to wear a face cover.

To promote social distancing when in line to purchase tickets at the vending machines, we wanted to post “foot print” decals. Intersection, the company that sells advertising in our stations, offered us the opportunity to have one of their advertisers (AmeriHealth) sponsor the production and installation of decals showing their logo and the important guidance to stand sufficiently far apart.

- 2 - General Manager’s Report – August 19, 2020 Meeting 274

As an example, see the eye-catching signage at our . Decals are installed in all other stations as well.

Similarly, we are collaborating to draw attention to our dispensers of hand sanitizer in every station.

SERVICE

Ridership – COVID-19 continues to significantly deter passengers, but ridership is slowly increasing. July’s ridership was 193,463, a decrease of 725,694 (-78.95%) when compared to July, 2019. Ridership year to date as of July 31, 2020, totaled 2,872,979, a decrease of 3,546,397 (-55.25%) compared to the same period in 2019.

Our average weekday ridership has increased from 6,015 in June to 7,321 in July, an encouraging improvement (22% increase), although far short of the 38,502 average weekday in 2019.

We will continue to monitor ridership and make adjustments. We welcome our returning customers and look forward to additional positive changes.

- 3 - General Manager’s Report – August 19, 2020 Meeting 275

On-Time Performance – In July, we scheduled 4,322 trips, of which 23 were cancelled and 98 were late; 132 stations were bypassed. Our on-time performance was 96.97% and our on-time performance year- to-date has been 97.87%. On-Time Performance - 2020 Compared to Previous Year (2019) 99.00%

98.00% 2019 2020

97.00%

96.00%

95.00%

94.00% Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

The breakdown of causes for July delay incidents is shown below. Two Passenger Issues involving medical emergencies required PATCO to suspend service temporarily. Without those two incidents, our on-time performance in July would have been 97.82%.

Causes of Delay Incidents July, 2020 Other, 9%

Equipment Defect, 45% Transit Operations, 11% Faults 8 Brake/Comp 6 Public Safety Issues, 6% Doors 3 Misc. 4

Trespasser, 11%

Passenger Elec - Issues, 9% Signal - Radio, 6% Speed Lack of Equipment, Restrictions, 0% 4%

- 4 - General Manager’s Report – August 19, 2020 Meeting 276

Availability of Transit Equipment – PATCO closely monitors the availability of equipment to meet the needs of our peak service customers. In July we had sufficient equipment to start every “rush hour” with a full complement of equipment to serve our customers.

DAILY LOADLINE CAR REQUIREMENT FOR July 2020

A.M. RUSH HOUR (78 CARS REQUIRED ) P.M. RUSH HOUR (78 CARS REQUIRED )

Days Consist Requirement Days Consist Requirement Achieved 22 100.00% Achieved 22 100.00% Days Consist Requirement Days Consist Requirement Not Achieved 0 0.00% Not Achieved 0 0.00% TOTAL DAYS 22 TOTAL DAYS 22

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

0.00% 0.00%

100.00% 100.00%

Days Consist Requirement Achieved Days Consist Requirement Achieved

Days Consist Requirement Not Achieved Days Consist Requirement Not Achieved

FREEDOM Service Centers – The following services were provided to our customers in July. Service Center hours at the Broadway Station facility have been expanded to include five days a week; however, the Center in remains temporarily closed.

Service Service Calls 542 Reduced Fare Program Sign-ups 10 Walk-Ups 195 Student Sign-ups 2 Replacement cards issued 205 “T” Card sign-ups 1 SHARE Card sign-ups 23

- 5 - General Manager’s Report – August 19, 2020 Meeting 277

STEWARDSHIP

Elevators / Escalators  Availability – Availability of all elevators was 99.83% for the month of July and 99.40% for the year to date as of the end of the month, well exceeding our goal of 97%. Availability of all escalators was 97.93% for the month and 96.64% for the year to date, again exceeding our goal (96%).

 Performance of Preventive Maintenance - Monthly preventive maintenance was performed on all elevators and escalators in July. Note that the new elevator at Haddonfield remains under warranty. Monthly Preventive Maintenance - 2020

100%

95% Note: During sheltering in place related to COVID-19, the following units were unavailable to customers, as the 90% stations are closed: 13th/Locust Westmont Ashland 85% Broadway West (Broadway East is open and has both an elevator and escalator.)

80%

75% Jan. Feb. March April May June July Aug. Sept. Oct. Nov. Dec.

Escalators - Preventive Maintenance Performed Elevators - Preventive Maintenance Performed

COMMUNITY

Food Bank of South Jersey –The Food Bank of South Jersey and White Horse Rotary have continued to serve record numbers of residents who are sorely in need of food. These volunteers have been very flexible about significantly changing their procedures to incorporate COVID19 safe practices at this time, when residents are particularly vulnerable to disease and hunger. They have been very cooperative as we have worked with them to relocate their monthly distribution of foodstuffs to lots not yet under construction of solar panels. Next month we hope they can enjoy the shade of the new solar panel canopies in Lindenwold’s Lot 1.

- 6 - General Manager’s Report – August 19, 2020 Meeting 278

FINANCE

(The following unaudited data are preliminary.)

PATCO Income year to date (through 5/31/2020) amounted to $6,593,447, compared with a Budget Anticipated Income of $11,704,684, an unfavorable variance of $5,111,237 (-43.67%).

Operating expenses during May amounted to $4,191,235, compared with a Budget Anticipated Expense of $5,025,409, a favorable variance of $834,174 or (16.60%). Year to date expenses totaled $23,175,885 compared with a Budget Anticipated Expense of $24,907,973, a favorable variance of $1,732,088 or 6.95%.

During the month of May, PATCO experienced a Net Operating Loss (excluding rental and non-recurring charges) of $3,959,961. Total Cumulative Loss year to date (excluding rental and non-recurring charges) equaled $16,582,438. Total Cumulative Loss year to date (including Lease Rental charges) equaled $19,133,269.

Net Transit Loss (including lease expense) for the month May, 2020 was $4,470,128.

Year to Date 5/31/2020

2020 2020 Through May 31, 2020 Budget Actual Variance Income $11,704,684 $6,593,447 $5,111,237 U Expenses $24,907,973 $23,175,885 $1,732,088 F Operating Ratio .4699 .2845

Passengers 4,483,591 2,523,594 1,959,997 U Car Miles 1,960,980 1,868,756 92,224

PERSONNEL TRANSACTIONS

The following personnel transactions occurred in July, 2020:

NAME POSITION DEPT. DATE

APPOINTMENT(S) - None

TEMPORARY APPOINTMENTS - None

PROMOTION(S) - None

- 7 - General Manager’s Report – August 19, 2020 Meeting 279

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION

Stephen J. Cassidy From: Track Forman Track & Facilities PA To: Acting Manager, Track, Track & Facilities 7/02 – 7/13/2020 Structures & Mechanical Equipment

Charles F. Glennan From: Manager, Power Signals Power & Signals 7/10/2020 NJ & Communications and To: Acting Director Power & Signals 7/13/2020

Frederick C. Linett, Jr. From: Electrical Forman Power & Signals 7/16 – 7/17/2020 NJ To: Acting Manager, Power, Power & Signals and Signals & Communications 7/28 – 7/30/2020

David S. Brodnick From: Electrical Forman Power & Signals 7/18 – 7/24/2020 NJ To: Acting Manager, Power, Power & Signals and Signals & Communications 7/31/2020

Jonathan J. Sparacio From: Technical Supervisor Track & Facilities NJ To: Acting Director Track & Facilities 7/18 – 7/24/2020

Frederick C. Linett, Jr. From: Electrical Forman Power & Signals 7/20 – 24/2020 NJ To: Acting Director Power & Signals 7/27/2020 and 7/31/2020

Beth M. Pratt From: Supervising Dispatcher Transit Services NJ To: Acting Technical Supervisor Transit Services 7/22/2020 – 1/22/2021

UPGRADE (GRADE CHANGE) - None

INTERAGENCY PROMOTION FROM PATCO TO DRPA - None

INTERAGENCY PROMOTION FROM DRPA TO PATCO - None

TRANSFERS - None

RETIREMENT(S) Clayton J. Wilt Technical Supervisor Transit Services 7/31/2020 NJ

RESIGNATION(S) Robert F. Bach Equipment Electrician Car Equipment 7/16/2020 PA

- 8 - General Manager’s Report – August 19, 2020 Meeting 280

LAY OFFS - None

END OF TEMPORARY ASSIGNMENT – None

DECEASED John C. Schroeder Electronic Technician Car Equipment 7/26/2020

PURCHASING & MATERIAL MANAGEMENT

During the month of July, 109 purchase orders were issued with a total value of $540,227. Of the 39,986 in monthly purchases where minority vendors could have served PATCO needs, $2,000 was awarded to MBEs and $7,520 to WBEs. The $9,520 total MBE/WBE purchases in June represent 1.76% of the total spent and 23.81% of the purchases available to MBE/WBEs.

MAINTENANCE OF TRAINS (EQUIPMENT DEPARTMENT)

The following significant maintenance initiatives progressed in July:

 In July six (6) overhauled motors were available for installation. Sixty-one (61) are in the overhaul process, including twelve (12) at Swiger Coil, twenty-three (23) at RAM, eleven (11) at WALCO, eleven (11) at Sherwood, four (4) pending outbound shipment, and none (0) undergoing in-house mini- overhaul.

Traction Motor Overhaul Thru July 31, 2020 Funded Account 2020 PTD32004 $ 1,311,117.76

Totals $ 1,311,117.76

Vendor Breakdown RAM Industrial $ 440,849.00 Sherwood $ 174,640.00 Swiger Coil $ 413,980.76 Walco Electric $ 281,648.00 Totals $ 1,311,117.76 Remaining Contract Funds $ 9,188,882.24

- 9 - General Manager’s Report – August 19, 2020 Meeting 281

 We established a goal of 43 truck overhauls in 2020. Eight (8) have been assembled so far, with four (4) in progress.  Four (4) rebuilt gearboxes are available, and zero (0) wheelsets are assembled for truck building. Thirty-seven (37) gearboxes are in the overhaul process with zero (0) at UTC, thirty-five (35) at Penn Machine, two (2) at PATCO and zero (0) pending outbound shipment.

Fleetwide gearbox inspection and repairs are underway. Fifty-eight percent (58%) of the fleet has been inspected and repaired.

Gearbox Overhaul Thru July 31, 2020 Funded Account 2016 2017 2018 2019 2020 Grand Total PTD31505 $ 117,995.86 $ 655,334.69 $ 773,330.55 PTD31811 $ 572,289.28 $ 572,289.28 PTD31906 $ 410,771.64 $ 410,771.64 PTD32006 161,537.29 $ 161,537.29 Totals $ 117,995.86 $ 655,334.69 $ 572,289.28 $ 410,771.64 $ - $ 1,917,928.76

Vendor Breakdown UTC/RAS Penn Machine $ 117,995.86 Penn Machine $ 400,291.68 $ 492,201.48 $ 262,618.92 $ 136,175.95 UTC/RAS $ 255,043.01 $ 80,087.80 $ 148,152.72 $ 25,361.34 Totals $ 117,995.86 $ 655,334.69 $ 572,289.28 $ 410,771.64 $ 161,537.29 $ 1,917,928.76 Remaining Contract Funds $ 537,471.24

 Exterior washes and scrubs are currently on-hold to focus on train car disinfecting. Train cars are cycled through twice a day to perform enhanced disinfecting of train cars. Train cars are also cleaned prior to shop employees commencing inspection or repair activities.  Overhaul of the shop: o In-floor hoist – On-site work is scheduled to begin in August, 2020. o Turntables will be replaced as part of the facility renovation 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. Cars 1023/24 returned to Lindenwold Maintenance Facility on May 6, 2020, and commissioning is underway.  Car overhaul – All 120 cars have been conditionally accepted. Alstom continues to monitor reliability and perform FMIs related to high failure components.  The wayside monitoring and diagnostic system qualification testing took place on July 17, 2019. Several software bugs have been identified. The vendor, Quester Tangent, collected data of the defects to perform in-depth analysis at their facility. The next round of testing is TBD.

TRACK & FACILITIES

 In July, Track & Facilities crews performed ROW (right of way), station, parking lot and track inspections. The Track Department completed track inspections on weekends to make up for days lost during the week due to weather.  After Tropical Storm Fay and Hurricane Isaias, crews cleaned up vegetative debris.

- 10 - General Manager’s Report – August 19, 2020 Meeting 282

 The Track Department removed all mud and debris from the track 2 area between 13th and 15th Street Stations and the subway deck was pressure- washed.  At Philadelphia portal, maintenance personnel repaired running rail by welding engine buns.  On Track 1 east of Ferry Station, Track & Facilities and Power & Signals staff installed 100 feet of contact rail. Track crews installed one concrete tie and three third rail extension plates for extending the rail on the north side.

 Track & Facilities and Power & Signals completed the installation of 2 ½ sticks of third rail with end approach and completed the welding and grinding.  Maintenance personnel completed hot spot painting of third rail cover board from Way Interlocking to Wood Interlocking and on Track 2 and Center Track at East Ferry Interlocking.  Maintenance personnel welded battered joints east of Signal 46L.  Support services were provided as required for the following projects: o Track Resurfacing (Contract No. 21-F(R)) o Elevator capital project (Contract No. 12-I) o Ben Franklin Bridge Rehabilitation Capital Project (Contract No. BF-54-2019) o 4th Street Garage (Contract No. BF-48-2016) o 2020 Biennial Inspection o HNTB Inspection of the PATCO Right of Way

- 11 - General Manager’s Report – August 19, 2020 Meeting 283

POWER AND SIGNALS

 Right of Way (ROW), switch and signal inspections were performed.  Substation breaker maintenance was performed.  Relay testing and repairs were performed at interlockings and substations.  Stations, subway tunnels, and parking lots were relamped as necessary.  Power & Signals staff assisted in rail renewal placement along #2 track between 13th and 15th Street stations.  Support services were provided as required for the following projects: o Solar Project – assisted with field inspections o Mainline resurfacing o BFB suspension cable project o BFB concrete pillar replacement project o Ashland, Westmont, and City Hall Elevator capital projects – provided flagging and scheduling o Maintenance and repairs of escalators and elevators  Applied COVID-19 scheduling practices to enhance the safety of personnel.

SAFETY

The monthly report of the Safety Department is enclosed with this report.

Respectfully submitted,

John D. Rink General Manager

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PORT AUTHORITY TRANSIT CORPORATION COMPARATIVE STATEMENT OF REVENUE AND EXPENSES May 31, 2020 Monthly and YTD

1ST A/P 2ND A/P 3RD A/P 4TH A/P 5TH A/P 1/31/2020 2/29/2020 3/31/2020 4/30/2020 5/31/2020 INCOME Operating 2,407,439 2,280,495 1,237,642 170,099 206,370 Non-Operating 66,373 71,692 72,178 56,255 24,904 Total Income-Pd 2,473,812 2,352,187 1,309,820 226,354 231,274

Total Oper.Inc.-YTD 4,687,935 5,925,577 6,095,676 6,302,046 Total NonOper.Inc.-YTD 138,064 210,242 266,497 291,401 Total Income-YTD 4,825,999 6,135,819 6,362,173 6,593,447

EXPENSE Way & Power 1,243,719 1,152,492 1,143,863 1,181,691 1,087,056 Equipment 684,292 598,020 588,532 556,897 579,041 Transportation 1,860,213 1,637,721 1,706,130 1,547,036 1,505,598 Administration 714,601 592,179 828,722 917,911 695,990 Purchased Power 358,894 331,247 331,248 221,626 222,326 Ins & Claims 252,461 164,869 101,223 269,063 101,224 Sub-Total-Pd 5,114,181 4,476,528 4,699,718 4,694,224 4,191,235 Sub-Total-YTD 9,590,709 14,290,426 18,984,650 23,175,885 Rent-DRPA-PD 510,163 510,167 510,167 510,167 510,167 Rent-DRPA-YTD 1,020,330 1,530,497 2,040,664 2,550,831 Total Expenses-Pd 5,624,344 4,986,695 5,209,885 5,204,391 4,701,402 Total Expenses-YTD 10,611,039 15,820,923 21,025,314 25,726,716

STATISTICS Passengers-PD 942,302 899,571 500,503 83,152 98,066 Passengers-YTD 1,841,873 2,342,376 2,425,528 2,523,594 Oper Rev. /Pass-Pd 2.55 2.54 2.47 2.05 2.10 Oper Rev. /Pass-YTD 2.55 2.53 2.51 2.50 Oper Exp. /Pass-Pd 5.43 4.98 9.39 56.45 42.74 Oper Exp. /Pass-YTD 5.21 6.10 7.83 9.18

Car Miles-Pd 461,382 420,320 423,780 283,182 280,092 Car Miles-YTD 881,702 1,305,482 1,588,664 1,868,756 Oper Rev. /CM-PD 5.22 5.43 2.92 0.60 0.74 Oper Rev. /CM-YTD 5.32 4.54 3.84 3.37 Oper Exp./CM-PD 11.08 10.65 11.09 16.58 14.96 Oper Exp./CM-YTD 10.88 10.95 11.95 12.40

Avg. Rev. /Pass- YTD 2.63 2.62 2.62 2.62 2.61

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Port Authority Transit Corporation Analysis of Budgeted/Actual Income - Year 2020 5th Accounting Period Ending May 31, 2020

2020 Current Year-To-Date Income Budget Budget Actual Variance Budget Actual Variance Gross Passenger Revenue $26,242,194 $2,153,541 $202,647 ($1,950,894) -90.59% U $10,894,376 $6,071,005 ($4,823,371) -44.27% U Smart Card Sales 99,960 8,330 835 (7,495) -89.98% U $41,650 20,450 (21,200) -50.90% U

Net Passenger Revenue $26,342,154 $2,161,871 $203,482 ($1,958,389) -90.59% U $10,936,026 $6,091,455 ($4,844,571) -44.30% U

Advertising 650,000 $54,167 15,016 (39,151) -72.28% U 270,833 180,384 (90,449) -33.40% U Parking 900,000 73,858 2,888 (70,970) -96.09% U 373,633 210,591 (163,042) -43.64% U Leases & Rentals 325,550 21,755 9,858 (11,897) -54.69% U 108,775 95,333 (13,442) -12.36% U Interest 18,301 1,525 24 (1,501) -98.43% U 7,625 14,522 6,897 90.44% F Miscellaneous 18,700 1,558 6 (1,552) -99.62% U 7,792 1,162 (6,630) -85.09% U

Total Income $28,254,705 $2,314,734 $231,274 ($2,083,460) -90.01% U $11,704,684 $6,593,447 ($5,111,237) -43.67% U

Passengers 10,800,000 886,292 98,066 -788,226 -88.94% U 4,483,591 2,523,594 -1,959,997 -43.71% U

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Port Authority Transit Corporation Comparative Analysis - 2020 Budget /Actual-Income & Departmental Expenses for the Month Ending May 31, 2020

2020 Current Year-To-Date BUDGET BUDGET ACTUAL VARIANCE BUDGET ACTUAL VARIANCE Gross Passenger Revenue $26,242,194 $2,153,541 $202,647 ($1,950,894) -90.6% U $10,894,376 $6,071,005 ($4,823,371) -44.3% U Smart Card Sales 99,960 8,330 835 (7,495) -90.0% U 41,650 20,450 (21,200) -50.9% U Net Passenger Revenue $26,342,154 2,161,871 203,482 (1,958,389) -90.6% U 10,936,026 6,091,455 (4,844,571) -44.3% U

Other 1,912,551 152,863 27,792 (125,071) -81.8% U 768,658 501,992 (266,666) -34.7% U

Total Income $28,254,705 $2,314,734 $231,274 ($2,083,460) -90.0% U $11,704,684 $6,593,447 ($5,111,237) -43.7% U

Way & Power Dept. $14,123,602 $1,177,596 $1,087,056 $90,540 7.7% F $5,840,341 $5,808,821 $31,520 0.5% F Equipment Dept. 9,676,586 815,298 579,041 236,257 29.0% F 3,962,647 3,006,782 955,865 24.1% F Transportation Dept. 21,258,741 1,784,242 1,505,598 278,644 15.6% F 8,784,876 8,256,698 528,178 6.0% F Administration Dept. 9,166,539 723,641 695,990 27,651 3.8% F 3,696,949 3,749,403 (52,454) -1.4% U Insurance & Claims 1,935,653 161,304 101,224 60,080 37.2% F 806,522 888,840 (82,318) -10.2% U Purchased Power 4,359,932 363,328 222,326 141,002 38.8% F 1,816,638 1,465,341 351,297 19.3% F

Sub-Total $60,521,053 $5,025,409 $4,191,235 $834,174 16.6% F $24,907,973 $23,175,885 $1,732,088 7.0% F

Rent-DRPA 6,122,000 510,167 510,167 — — F 2,550,831 2,550,831 — — F

Total Expenses $66,643,053 $5,535,576 $4,701,402 $834,174 15.1% F $27,458,804 $25,726,716 $1,732,088 6.3% F

Transit Subsidy (includes rent) ($38,388,348) ($3,220,842) ($4,470,128) ($1,249,286) -38.8% U ($15,754,120) ($19,133,269) ($3,379,149) -21.4% U

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MEMORANDUM

PORT AUTHORITY TRANSIT CORPORATION of Pennsylvania & New Jersey

TO: John Rink

FROM: David Fullerton

SUBJECT: Monthly Report: Safety Department – July, 2020 DATE: August 3, 2020

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 128 people trained):

DATE CONTRACTOR PATCO CONTRACT PROJECT/WORK AREA NUMBER # ATTENDING 07/06/20 3C Drilling #GN-0040-18 DRPA Solar Photovoltaic 2 07/06/20 AECOM BF-54-2019 BFB Rehabilitation 1 07/06/20 Atlantic Concrete BF-48-2016 4th Street Garage BFB 1 07/06/20 BDI Testing Collingswood/Westmont 4 Viaduct Rehab. 07/06/20 Delta Line BF-54-2019 BFB Rehabilitation 2 Construction 07/06/20 Furino and Sons #GN-0040-18 DRPA Solar Photovoltaic 5

07/06/20 Gannett Fleming, Collingswood/Westmont 4 Inc. Viaduct Rehab. 07/06/20 GPI Engineering BF-54-2019 BFB Rehabilitation 2 07/06/20 Hirani Engineering GN-0018-20 PATCO Interlockings/ Track 2 Improvements 07/06/20 Jacobs Engineering #GN-0001-19 CM Services--DRPA Solar 1 Photovoltaic 07/06/20 JJD Electric #GN-0040-18 DRPA Solar Photovoltaic 12

07/06/20 West Bay BF-48-2016 4th Street Garage BFB 1 Construction

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DATE CONTRACTOR PATCO CONTRACT PROJECT/WORK AREA NUMBER # ATTENDING 07/06/20 Quinn BF-48-2016 4th Street Garage BFB 2 Construction 07/13/20 3C Drilling #GN-0040-18 DRPA Solar Photovoltaic 2

07/13/20 Atlantic Concrete BF-48-2016 4th Street Garage BFB 2 Cutting 07/13/20 Aurora #GN-0014-20 PATCO Subway Renovation 2

07/13/20 Furino and Sons #GN-0040-18 DRPA Solar Photovoltaic 3

07/13/20 Gannett Fleming, PTD.010909 Collingswood/Westmont 1 Inc. Viaduct Rehab. 07/13/20 Gannett Fleming, #GN-0014-20 PATCO Subway Renovation 15 Inc. 07/13/20 I.H. Engineers PTD.010909 Collingswood/Westmont 2 Viaduct Rehab. 07/13/20 HNTB Corporation #GN-0018-20 PATCO Interlockings/ Track 2 Improvements 07/13/20 IEW Construction BF-48-2016 4th Street Garage BFB 2

07/13/20 JJD Electric #GN-0040-18 DRPA Solar Photovoltaic 11

07/13/20 SJH Engineering 62-2017/28-2007 Phila. Tunnel Cable & SS 1

07/13/20 West Bay BF-48-2016 4th Street Garage BFB 1 Construction 07/20/20 Corcon, Inc. BF-54-2019 BFB Rehabilitation 8

07/20/20 E.C. Limited BF-48-2016 4th Street Garage BFB 2

07/20/20 Furino and Sons #GN-0040-18 DRPA Solar Photovoltaic 2

07/20/20 Gannett Fleming, PTD.010909 Collingswood/Westmont 1 Inc. Viaduct Rehab. 07/20/20 Garg Engineering GN-008-20 PATCO 2020 Biennial 1 Inspection 07/20/20 I.H. Engineers PTD.010909 Collingswood/Westmont 2 Viaduct Rehab. 07/20/20 Jacobs Engineering #GN-0001-19 CM Services--DRPA Solar 1 Photovoltaic 07/20/20 JJD Electric #GN-0040-18 DRPA Solar Photovoltaic 4

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DATE CONTRACTOR PATCO CONTRACT PROJECT/WORK AREA NUMBER # ATTENDING 07/20/20 PATCO Summer PATCO Track & Facilities 1 Intern Custodian 07/20/20 West Bay BF-48-2016 4th Street Garage BFB 5 Construction 07/27/20 3C Drilling #GN-0040-18 DRPA Solar Photovoltaic 1

07/27/20 Aegion BF-48-2016 4th Street Garage BFB 1

07/27/20 AP Construction DRPA Contract 12-I BFB Rehabilitation 1

07/27/20 AP Construction PATCO-65-2018 PATCO Station 5 Enhancements 07/27/20 BER Equipment BFB 2020 Biennial 2

07/27/20 CORR Safety #GN-0040-18 DRPA Solar Photovoltaic 2

07/27/20 Furino and Sons #GN-0040-18 DRPA Solar Photovoltaic 3

07/27/20 LB Foster Contract 21-F(R) Track Resurfacing 2

07/27/20 RCCSJ #GN-0040-18 DRPA Solar Photovoltaic 1

Drug & Alcohol Tests – for July 2020

Random Drug only 8 Random Alcohol only 0 Random Drug & Alcohol 3 Reasonable Suspicion Drug only 0 Reasonable Suspicion Alcohol only 0 Post-Accident 4 TOTAL TESTS COMPLETED 15

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2. Internal PATCO Safety Activities:

 Participated in Mandatory Daily Telephone Conference with Management, July 1st and 2nd, and July 6th through 10th, 2020  Participated in Mandatory Daily Telephone Conference with CEO Hanson, July 1st and 2nd, July 6th through 10th, July 13th through 17th, July 20th through 23rd, and July 27th through 30th, 2020  Participated in Cross-Functional COVID-19 Task Force meeting, July 7th, 2020  Conducted Equipment Department and Storeroom EHS Audit Walk-Through, July 8th, 2020  Conducted Power & Signals and Track & Facilities EHS Audit Walk-Through, July 8th, 2020  Participated in RTW Discussion, July 13th, 2020  Attended PATCO Directors’ Virtual Meeting, July 14th and 28th, 2020  Attended PATCO Staff Virtual Meeting, July 21st, 2020  Attended TRACS Virtual Meeting, July 21st, 2020  Attended Senior Staff Virtual Meeting, July 23rd, 2020  Participated in Safety Promotion Agency, Safety Plan Section Lessons Learned Webinar, July 23rd, 2020  Attended 2020 CBB Biennial Monthly Progress Meeting, July 23rd, 2020  Participated in PATCO Yard Accident Update, July 28th, 2020  Conducted Joint Workplace Members Committee Virtual Meeting, July 28th, 2020  Participated in Discussion of 07/26/20 Yard Accident, Telephone Conference, July 29th, 2020  Conducted and participated in Master Maintenance Plan, Internal Audit, July 30th, 2020

3. Internal DRPA Safety Activities:

 Conducted CBB Shop Safety Inspections, July 2nd, 9th, 16th, 23rd and 30th, 2020  Attended C&M Managers’ Meeting, WWB, July 7th, 2020  Conducted WWB Shop Safety Inspections, July 7th, 14th, 21st and 28th, 2020  Attended BFB Workplace Safety Meeting, July 14th, 2020  Attended WWB Operations Meeting, July 14th, 2020  Conducted TSI SMS Principles for Transit Required Office Hours Virtual Test, July 17th and 20th, 2020  Attended SMS Principles for Transit VLT, July 21st through 23rd, 2020  Attended WWB Cable Investigation Progress Meeting #3, July 22nd, 2020  Attended 2021 Budget Q&A Session, July 29th, 2020  Conducted BFB Shop Safety Inspection, July 29th, 2020  Conducted BRB Shop Safety Inspection, July 31st, 2020  Scheduled Random Drug & Alcohol screenings with Interstate Mobile, July 2020  Reviewed various Health and Safety plans from contractors who were awarded construction and/or design projects during the month of July.  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.

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4. Joint PATCO/DRPA Safety Activities:

 Participated in Safety Services Daily Telephone Conference with Director Fullerton, July 1st and 2nd, July 6th through 10th, July 13th through 17th, July 20th through 23rd, and July 27th and 31st, 2020  Conducted and participated in Weekly PATCO Contractor Safety Briefings on July 6th, 13th, 20th, and 27th, 2020  Conducted and participated in monthly SACC/Joint Workplace Committee meeting via Microsoft Teams and Telephone Conference, July 9th, 2020  Attended and Participated in IAIC Committee Meeting via Zoom, July 14th, 2020  Conducted New Hire Orientation via Microsoft Teams, July 20th, 2020  Participated in monthly Central Safety and Health Committee Meeting via Microsoft Teams and Telephone Conference, July 22nd, 2020

5. Joint PATCO/DRPA Safety Outside Agency Involvement.

None.

- 21 - 293

PATCO BOARD MINUTES

294

PORT AUTHORITY TRANSIT CORPORATION

BOARD MEETING

One Port Center 2 Riverside Drive Wednesday, July 15, 2020

Due to the coronavirus pandemic, all participants, except where noted, attended via telephone/web conference.

Pennsylvania Commissioners Ryan Boyer, Chairman of the Board Sean Murphy (for Pennsylvania Auditor General Eugene DePasquale) Donna Powell Angelina Perryman Joseph Martz Marcy Feldman Rost (for Pennsylvania Treasurer Joseph Torsella)

New Jersey Commissioners Jeffrey Nash, Esq., Vice Chairman of the Board Albert Frattali Frank DiAntonio Charles Fentress Richard Sweeney Bruce Garganio Daniel Christy

DRPA/PATCO Staff John T. Hanson, Chief Executive Officer Maria Wing, Deputy Chief Executive Officer Raymond J. Santarelli, General Counsel and Corporate Secretary (in person) Narisa Sasitorn, Deputy General Counsel Robert Hicks, Chief Operating Officer James White, Chief Financial Officer (in person) Toni P. Brown, Chief Administrative Officer David Aubrey, Inspector General John Rink, General Manager, PATCO Michael Venuto, Chief Engineer John Lotierzo, Director of Finance Mark Ciechon, Director of Finance, PATCO Orville Parker, Manager, Budget Richard Mosback, Director, Procurement William Shanahan, Director, Government Relations Larry Walton, Bridge Director, WWB & CBB Kathleen Vandy, Assistant General Counsel

Page 1 of 3 295

DRPA/PATCO Staff (cont.) Joseph McAroy, Bridge Director, BFB & BRB Carol Herbst, Senior Accountant Mike Williams, Director, Corporate Communications Elizabeth Saylor, Administrative Coordinator, Corporate Secretary, OGC (in person) Dawn Whiton, Executive Assistant to the CEO

Others Present Craig Ambrose, Associate Counsel, New Jersey Governor’s Authorities Unit Alan Kessler, Esq., Duane Morris, LLP (Pennsylvania Counsel) Nedia Ralston, Director Governor’s Southeast Regional Office (via telephone) Daniel McArdle, Citizens’ Advisory Committee Ismail Shahid, S&S Consulting, LLC Monique Curry-Mims, Civic Capital Consulting, LLC

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. The Secretary also noted that, due to the ongoing pandemic, the public was not permitted physical presence at the One Port Center building but had been invited to attend via telecast and to submit any questions or comments electronically prior to the meeting.

Roll Call Chairman Boyer called the meeting to order at 9:29 a.m. and asked that the Corporate Secretary call the roll. The following Commissioners were present, constituting a quorum: Chairman Boyer, Vice Chairman Nash, Powell, Perryman, Fentress, Garganio, Murphy, Frattali, DiAntonio, Sweeney, Rost, Christy and Martz.

Public Comment There was no public comment.

Report of the General Manager General Manager Rink stated that his report stood as previously submitted.

Commissioner Frattali moved to approve the General Manager’s Report and Commissioner Garganio 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 June 17, 2020 PATCO Board Meeting Minutes Chairman Boyer stated that the Minutes of the June 17, 2020 PATCO Board Meeting were previously provided to the Governors of New Jersey and Pennsylvania and to the PATCO Commissioners. Commissioner DiAntonio moved to approve the Minutes and Commissioner Rost seconded the motion. There were no comments on or corrections to the Minutes. All Commissioners in attendance voted in the affirmative to approve the Minutes as submitted. The motion carried.

Page 2 of 3 296

Receipt and Filing of the List of Previously Approved Payments and List of Previously Approved Purchase Orders and Contracts Covering the Month of June 2020 Chairman Boyer stated that the List of Previously Approved Payments and the List of Previously Approved Purchase Orders and Contracts covering the month of June 2020 were previously provided to all Commissioners. Commissioner Fentress moved to receive and file the lists and Commissioner Frattali seconded the motion. There were no questions or comments on the lists. All Commissioners in attendance voted in the affirmative. The motion carried.

Receipt and Filing of the Balance Sheet and Equity Statement Dated April 30, 2020 Chairman Boyer called for a motion to receive and file the Balance Sheet and Equity Statement dated April 30, 2020. Commissioner Martz moved the motion and Commissioner Garganio seconded the motion. There were no questions or comments. All Commissioners in attendance voted in the affirmative. The motion carried.

Unfinished Business There was no unfinished business.

New Business Chairman Boyer reported there was one (1) item of New Business for consideration, and introduced the following:

PATCO-20-015 Consideration of Pending PATCO Contracts (Between $25,000 and $100,000).

Chairman Boyer presented Resolution No. PATCO-20-015. There were no questions or comments. Commissioner Fentress moved to adopt Resolution No. PATCO-20-015 and Commissioner Perryman seconded the motion. All Commissioners in attendance voted to approve the motion. The motion carried and the Board adopted the Resolution.

Commissioner Powell commended all of the DRPA & PATCO essential employees on their continued hard work throughout the pandemic.

Adjournment With no further business, Commissioner Fentress moved to adjourn. Commissioner Powell seconded the motion. All Commissioners in attendance voted to approve the motion and the meeting adjourned at 9:34 a.m.

Respectfully Submitted,

Raymond J. Santarelli, Esquire General Counsel and Corporate Secretary

Page 3 of 3 297

PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PAYMENTS

298

Port Authority Transit Corporation Monthly List Of Previously Approved Payments 07/01/20 through 07/31/20 Meeting Date 08/19/20

Vendor Name Item Description Resolution # / Authorization Amount ANA SOURCING LLC 1st Aid & Safety Equipment CEOEMG 18,492.10 MCMASTER-CARR SUPPLY COMPANY 1st Aid & Safety Equipment 25KTHRES 164.60 NEW PIG CORPORATION 1st Aid & Safety Equipment 25KTHRES 299.73 PENDERGAST SAFETY EQUIPMENT CO 1st Aid & Safety Equipment 25KTHRES 254.50 STAUFFER GLOVE & SAFETY 1st Aid & Safety Equipment 25KTHRES 1,785.82 SUPREME SAFETY, INC 1st Aid & Safety Equipment 25KTHRES 1,760.90 T. FRANK MCCALL'S, INC. 1st Aid & Safety Equipment 25KTHRES 153.60 Y-PERS, INC. 1st Aid & Safety Equipment 25KTHRES 1,951.00 1st Aid & Safety Equipment Total 24,862.25 AMERIHEALTH INSURANCE COMPANY Active Medical Insurance D-19-077 182,626.91 Active Medical Insurance Total 182,626.91 G & M PRINTWEAR Advertising - Marketing 25KTHRES 900.00 Advertising - Marketing Total 900.00 UNITED REFRIGERATION, INC. Air Compressor/Accessories 25KTHRES 99.21 Air Compressor/Accessories Total 99.21 BRINK'S INCORPORATED Armored Car Services P-18-027 10,965.41 Armored Car Services Total 10,965.41 REDY BATTERY Batteries 25KTHRES 97.60 Batteries Total 97.60 EASTERN LIFT TRUCK CO INC Bomaq Forklift P-19-025 77,879.00 Bomaq Forklift Total 77,879.00 FASTENAL Buildings Grounds & Maint. 25KTHRES 20.53 GRAINGER Buildings Grounds & Maint. 25KTHRES 308.00 READING CRANE Buildings Grounds & Maint. 25KTHRES 760.00 SUPREME SAFETY, INC Buildings Grounds & Maint. 25KTHRES 157.50 Y-PERS, INC. Buildings Grounds & Maint. 25KTHRES 98.40 Buildings Grounds & Maint. Total 1,344.43 INDCO INC Chemicals/Solvents-Commercial 25KTHRES 695.00 M S C INDUSTRIAL SUPPLY CO. INC. Chemicals/Solvents-Commercial 25KTHRES 72.68 Chemicals/Solvents-Commercial Total 767.68 Y-PERS, INC. Cleaning Chemicals 25KTHRES 712.00 Cleaning Chemicals Total 712.00 DELTA DENTAL OF NEW JERSEY, INC. Cobra Reimbursement D-19-078 140.01 VISION BENEFITS OF AMERICA Cobra Reimbursement D-19-078 61.20 Cobra Reimbursement Total 201.21 SCHNEIDER ELECTRIC BUILDINGS AMERIC Computer Hardware D-19-062 7,437.60 Computer Hardware Total 7,437.60 BIRD CONTROL SERVICES, INC. Contract Service Expense 25KTHRES 83.00 EMSL ANALYTICAL INC Contract Service Expense 25KTHRES 224.00 EVOQUA WATER TECHNOLOGIES, LLC. Contract Service Expense 25KTHRES 520.00 KAESER COMPRESSORS Contract Service Expense 25KTHRES 603.00 ONE CALL CONCEPTS, INC. Contract Service Expense 25KTHRES 127.27 SLATEBELT SAFETY Contract Service Expense 25KTHRES 450.00 TERMINIX Contract Service Expense 25KTHRES 400.00 Contract Service Expense Total 2,407.27 SCHNEIDER ELECTRIC BUILDINGS AMERIC Data Processing Services & Switches D-19-062 39,476.00 SHI INTERNATIONAL CORP Data Processing Services & Switches 25KTHRES 1,863.89 Data Processing Services & Switches Total 41,339.89 DELTA DENTAL OF NEW JERSEY, INC. Dental Insurance Medical D-19-078 4,998.25 Dental Insurance Medical Total 4,998.25 BILLOWS ELEC SUPPLY CO I NC Direct Materials 25KTHRES 371.90 COLONIAL ELECTRIC SUPPLY CO INC Direct Materials 25KTHRES 2,169.87 COLONY HARDWARE CORPORATION Direct Materials 25KTHRES 33.84 GRAYBAR ELECTRIC CO INC Direct Materials 25KTHRES 647.94 HOME DEPOT CREDIT SERVICES Direct Materials P-19-034 521.57 INDCO INC Direct Materials 25KTHRES 100.80 JAS VENTURE INC DBA HADDON Direct Materials 25KTHRES 87.50 PEIRCE-PHELPS LLC Direct Materials 25KTHRES 842.57 T&T SUPPLY Direct Materials 25KTHRES 400.28 Direct Materials Total 5,176.27 MCMASTER-CARR SUPPLY COMPANY Electrical & Signal Parts 25KTHRES 1,420.37 S&C DISTRIBUTION COMPANY Electrical & Signal Parts 25KTHRES 5,400.00 SHALLCROSS BOLT AND SPECIALTIES CO. Electrical & Signal Parts 25KTHRES 162.00 Electrical & Signal Parts Total 6,982.37 M S C INDUSTRIAL SUPPLY CO. INC. Electrical Components & Parts 25KTHRES 54.28 SUPREME SAFETY, INC Electrical Components & Parts 25KTHRES 1,344.00 Electrical Components & Parts Total 1,398.28 299

COLE-PARMER Electrical Equipment & Supplies 25KTHRES 923.40 COOPER ELECTRIC SUPPLY CO. Electrical Equipment & Supplies 25KTHRES 184.34 GALLAWAY GLOVE & SAFETY Electrical Equipment & Supplies 25KTHRES 457.13 KSL SUPPLIES INC. Electrical Equipment & Supplies 25KTHRES 1,495.32 NEWARK CORPORATION Electrical Equipment & Supplies 25KTHRES 317.84 TINA A LISTON-HORNER Electrical Equipment & Supplies 25KTHRES 1,094.88 US ELECTRICAL SERVICES INC Electrical Equipment & Supplies 25KTHRES 57.50 Electrical Equipment & Supplies Total 4,530.41 ATLANTIC CITY ELECTRIC Electricity Expense Utility 39.24 PSE&G CO. Electricity Expense Utility 7,129.79 SEPTA Electricity Expense Utility 92.87 Electricity Expense Total 7,261.90 AFLAC Employee Payroll Deductions NONE 11,446.48 NATIONAL DRIVE Employee Payroll Deductions NONE 10.00 TREASURER - STATE OF NEW JERSEY Employee Payroll Deductions NONE 51,495.49 UNITED WAY OF GREATER PHILA Employee Payroll Deductions NONE 455.30 VOYA FINANCIAL Employee Payroll Deductions NONE 45,640.88 Employee Payroll Deductions Total 109,048.15 PAPER MART INC Envelopes, Plain Print 25KTHRES 64.40 Envelopes, Plain Print Total 64.40 SNAP-ON INDUSTRIAL Equipment & Tools 25KTHRES 412.70 SOUTH JERSEY WELDING SUPPLY CO Equipment & Tools 25KTHRES 172.50 Equipment & Tools Total 585.20 CUBIC TRANSPORTATION SYSTEMS Fare Collection Equipment P-19-027 3,283.95 T & F BATTERY INC. Fare Collection Equipment 25KTHRES 1,116.00 Fare Collection Equipment Total 4,399.95 CONTROL GROUP COMPANIES LLC Fasteners 25KTHRES 1,271.70 FASTENAL Fasteners 25KTHRES 69.00 GKY INDUSTRIES Fasteners 25KTHRES 24.00 MCMASTER-CARR SUPPLY COMPANY Fasteners 25KTHRES 449.36 TRISTATE INDUSTRIAL DISTRIBUTORS OF Fasteners 25KTHRES 2.40 Fasteners Total 1,816.46 INTERNAL REVENUE SERVICE Federal/FICA Payroll Taxes NONE 486,229.76 Federal/FICA Payroll Taxes Total 486,229.76 JOHNSON CONTROLS FIRE PROTECTION LP Fire Alarm Expansion P-19-028 174,724.65 Fire Alarm Expansion Total 174,724.65 IRVINE FIRE & SAFETY EQUIPMENT INC Fire Protection Equipment 25KTHRES 853.00 Fire Protection Equipment Total 853.00 APPLIED INDUSTRIAL TECHNOLOGIES Fuel/Oil/Grease 25KTHRES 166.56 L.B. FOSTER RAIL TECHNOLOGIES, INC Fuel/Oil/Grease 25KTHRES 1,160.00 MCMASTER-CARR SUPPLY COMPANY Fuel/Oil/Grease 25KTHRES 144.00 SOUTH JERSEY WELDING SUPPLY CO Fuel/Oil/Grease 25KTHRES 124.46 TRISTATE INDUSTRIAL DISTRIBUTORS OF Fuel/Oil/Grease 25KTHRES 252.00 Fuel/Oil/Grease Total 1,847.02 G A BLANCO & SONS INC. Furniture 25KTHRES 465.50 Furniture Total 465.50 PENN MACHINE COMPANY LLC Gearbox Rebuild P-18-025 52,401.23 Gearbox Rebuild Total 52,401.23 SYMETRA LIFE INSURANCE COMP. Group Life & Accident Insurance D-17-074 79,339.89 Group Life & Accident Insurance Total 79,339.89 COLONY HARDWARE CORPORATION Hand Tools 25KTHRES 39.49 GKY INDUSTRIES Hand Tools 25KTHRES 51.50 HILTI INC Hand Tools 25KTHRES 139.32 M S C INDUSTRIAL SUPPLY CO. INC. Hand Tools 25KTHRES 44.84 MCMASTER-CARR SUPPLY COMPANY Hand Tools 25KTHRES 78.63 SNAP-ON INDUSTRIAL Hand Tools 25KTHRES 156.99 SOSMETAL PRODUCTS INC Hand Tools 25KTHRES 117.66 TRISTATE INDUSTRIAL DISTRIBUTORS OF Hand Tools 25KTHRES 1,437.14 WHARTON HARDWARE & SUPPLY CORP. Hand Tools 25KTHRES 387.60 Hand Tools Total 2,453.17 SOUTH JERSEY GAS COMPANY Heating Expense Utility 3,829.28 Heating Expense Total 3,829.28 TRI-DIM FILTER CORPORATION HVAC 25KTHRES 430.92 HVAC Total 430.92 UNITED REFRIGERATION, INC. Industrial Gases 25KTHRES 112.52 Industrial Gases Total 112.52 GENERAL CHEMICAL AND SUPPLY Janitorial Supplies 25KTHRES 193.04 GRAINGER Janitorial Supplies 25KTHRES 621.42 INDCO INC Janitorial Supplies 25KTHRES 1,427.85 T. FRANK MCCALL'S, INC. Janitorial Supplies 25KTHRES 1,907.50 VALLEN DISTRIBUTION, INC. Janitorial Supplies 25KTHRES 243.13 VAL-U AUTO PARTS LLC Janitorial Supplies 25KTHRES 250.90 Y-PERS, INC. Janitorial Supplies 25KTHRES 108.00 Janitorial Supplies Total 4,751.84 300

ARNOLD'S SAFE & LOCK CO., INC. Locks/Locksmith Services 25KTHRES 5,895.00 Locks/Locksmith Services Total 5,895.00 AMERICAN PUBLIC TRANSPORTATION ASSO Memberships & Subscriptions P-19-015 39,250.00 PROJECT MANAGEMENT INSTITUTE Memberships & Subscriptions 25KTHRES 129.00 Memberships & Subscriptions Total 39,379.00 SAFETY-KLEEN SYSTEMS INC Miscellaneous Supplies 25KTHRES 152.50 Miscellaneous Supplies Total 152.50 G A BLANCO & SONS INC. Office Supplies 25KTHRES 454.00 PAPER MART INC Office Supplies 25KTHRES 644.40 W.B. MASON CO. INC Office Supplies D-17-085 1,171.21 Office Supplies Total 2,269.61 W.B. MASON CO. INC Other Office Expenses D-19-047 291.20 Other Office Expenses Total 291.20 PA DEPT OF REVENUE PA Payroll Taxes NONE 10,537.31 PA Payroll Taxes Total 10,537.31 PAPER MART INC Paper/Plastics-Disposables 25KTHRES 108.12 Paper/Plastics-Disposables Total 108.12 PATCO - Payroll Account Payroll For Accounting Period NONE 1,595,069.10 Payroll For Accounting Period Total 1,595,069.10 PNC BANK P-CARD P-Card Purchases NONE 18,683.45 P-Card Purchases Total 18,683.45 PA STATE EMPLOYEES RETIREMENT SYSTE Pension - PA SERS NONE 52,575.38 Pension - PA SERS Total 52,575.38 CITY OF PHILADELPHIA Philadelphia Payroll Taxes NONE 5,974.27 Philadelphia Payroll Taxes Total 5,974.27 GKY INDUSTRIES Plumbing Equipment & Supplies 25KTHRES 55.00 TRISTATE INDUSTRIAL DISTRIBUTORS OF Plumbing Equipment & Supplies 25KTHRES 63.92 Plumbing Equipment & Supplies Total 118.92 FAAC INCORPORATED Police Equipment & Supplies 25KTHRES 1,249.75 Police Equipment & Supplies Total 1,249.75 FEDERAL EXPRESS CORPORATION Postage Expenses 25KTHRES 352.44 Postage Expenses Total 352.44 STV INCORPORATED Professional Fees - Consulting P-18-023 25,095.05 Professional Fees - Consulting Total 25,095.05 GALLAGHER BENEFIT SERVICES, INC Professional Fees - Ins Brokers D-18-053 8,437.50 Professional Fees - Ins Brokers Total 8,437.50 STEVENS & LEE Professional Fees - Labor Relations D-19-030 247.50 TESTAN LAW, A PROFESSIONAL Professional Fees - Labor Relations D-19-030 682.50 Professional Fees - Labor Relations Total 930.00 AMERICAN ARBITRATION ASSOCIATION Professional Fees - Legal Expenses D-19-030 200.00 Professional Fees - Legal Expenses Total 200.00 BROWN & CONNERY LLP Professional Fees - Litigation Costs D-19-030 55.00 DILWORTH PAXSON LLP Professional Fees - Litigation Costs D-19-030 4,230.00 STRADLEY RONON STEVENS & YOUNG, LLP Professional Fees - Litigation Costs D-19-030 7,952.50 Professional Fees - Litigation Costs Total 12,237.50 US REGIONAL OCCUPATIONAL HEALTH II Professional Fees - Medical P-18-004 3,334.30 Professional Fees - Medical Total 3,334.30 ACADACA, LLC Professional Services P-18-005 13,781.25 BENEFIT HARBOR LP Professional Services D-17-077 2,430.88 CUBIC TRANSPORTATION SYSTEMS Professional Services P-17-006 26,975.00 Professional Services Total 43,187.13 MCMASTER-CARR SUPPLY COMPANY Pumping Equipment & Accessories 25KTHRES 14.30 Pumping Equipment & Accessories Total 14.30 PECO ENERGY Purchased Power NONE 30,556.76 PSE&G CO. Purchased Power NONE 237,661.86 Purchased Power Total 268,218.62 TRISTATE INDUSTRIAL DISTRIBUTORS OF Rags, Shop Towels 25KTHRES 198.48 Rags, Shop Towels Total 198.48 ACV ENVIRONMENTAL SERVICES INC Rail Car Cleaning Materials P-20-007 3,771.00 Rail Car Cleaning Materials Total 3,771.00 IRON MOUNTAIN INCORPORATED Records Management Fees D-17-035 244.68 Records Management Fees Total 244.68 DAVID FREEDMAN C/O JEREMY FREEDMAN Refund 25KTHRES 37.15 KELLY ASQUITH Refund 25KTHRES 5.00 MARGARET PELLERITI Refund 25KTHRES 84.40 NATALIE BLUM Refund 25KTHRES 10.00 SIXTA CRUZ Refund 25KTHRES 20.00 VASHOUN WHITE Refund 25KTHRES 5.00 Refund Total 161.55 WILLIAMS SCOTSMAN INC. Rental - Property & Other Equipment 25KTHRES 1,955.71 Rental - Property & Other Equipment Total 1,955.71 DIRECTV Rental Expenses - Other 25KTHRES 154.89 Rental Expenses - Other Total 154.89 LAUREL LAWNMOWER SERVICE, INC Repair Parts - Landscaping Equipment 25KTHRES 183.60 Repair Parts - Landscaping Equipment Total 183.60 301

JOSEPH FAZZIO Repairs and Maintenance - Other 25KTHRES 967.72 Repairs and Maintenance - Other Total 967.72 QUAL LYNX (ACH TRANSFER) Reserve for Self Insurance P-19-033 380.20 Reserve for Self Insurance Total 380.20 AMERIHEALTH INSURANCE COMPANY Retiree Medical Insurance D-19-077 23,653.07 UNITED HEALTHCARE Retiree Medical Insurance D-19-123 51,944.27 Retiree Medical Insurance Total 75,597.34 HORIZON BLUE CROSS BLUE SHIELD OF N Retiree Medical Prescription Insurance Over 65 D-18-108 14,912.29 Retiree Medical Prescription Insurance Over 65 Total 14,912.29 NORTHEAST COMMUNICATIONS GROUP INC. Roadway Worker Blue Safety Strobes D-20-033 103,122.00 Roadway Worker Blue Safety Strobes Total 103,122.00 UNITED REFRIGERATION, INC. Steam & Hot Water Accessories 25KTHRES 83.56 Steam & Hot Water Accessories Total 83.56 TEAMSTERS HEALTH & WELFARE Teamsters Health and Welfare D-18-090 310,164.12 Teamsters Health and Welfare Total 310,164.12 TEAMSTERS LOCAL UNION 676 Teamsters Union Dues NONE 12,536.00 Teamsters Union Dues Total 12,536.00 SAP PUBLIC SERVICES INC Technology Service Contracts D-18-024 72,602.69 Technology Service Contracts Total 72,602.69 COMCAST BUSINESS Telephone & Telecom Expense 25KTHRES 2,000.00 MCI COMMUNICATIONS SERVICES INC Telephone & Telecom Expense Utility 879.21 VERIZON Telephone & Telecom Expense Utility 295.48 Telephone & Telecom Expense Total 3,174.69 CUBIC TRANSPORTATION SYSTEMS Temp Services - Customer Service Center P-20-005 31,464.83 Temp Services - Customer Service Center Total 31,464.83 ISEARCH PARTNERS INC Temporary Services D-19-058 2,806.46 Temporary Services Total 2,806.46 TREASURER - STATE OF NEW JERSEY Testing and Inspection Fees NONE 835.00 Testing and Inspection Fees Total 835.00 TIRE CORRAL OF AMERICA, INC. Tires and Tubes 25KTHRES 614.99 Tires and Tubes Total 614.99 ERICO INTERNATIONAL CORPORATION Track & Right of Way Maint 25KTHRES 31.04 GARDEN STATE HIGHWAY PRODUCTS INC Track & Right of Way Maint 25KTHRES 296.82 HITACHI RAIL STS Track & Right of Way Maint P-20-001 791.59 Track & Right of Way Maint Total 1,119.45 RAM INDUSTRIAL SERVICES, LLC Traction Motor Rebuilds P-19-018 99,755.00 SHERWOOD ELECTROMOTION INC. Traction Motor Rebuilds P-19-018 52,378.00 SWIGER COIL SYSTEMS Traction Motor Rebuilds P-19-018 34,199.00 WALCO ELECTRIC COMPANY Traction Motor Rebuilds P-19-018 14,111.00 Traction Motor Rebuilds Total 200,443.00 BROAD ALLIANCE TRANSPORT SUPPLY, LL Transit Car Equipment-Mechanical 25KTHRES 6,056.98 HELWIG CARBON PRODUCTS, INC. Transit Car Equipment-Mechanical P-19-027 55,080.00 ITT ENIDINE INC. Transit Car Equipment-Mechanical P-19-034 189.59 JAMAICA BEARINGS CO INC. Transit Car Equipment-Mechanical 25KTHRES 1,435.50 SAVERIO A DIMAIO Transit Car Equipment-Mechanical 25KTHRES 8,985.00 SHAMONG MFG. COMPANY Transit Car Equipment-Mechanical 25KTHRES 540.49 THE HORNE PRODUCTS, INC. Transit Car Equipment-Mechanical P-19-003 4,285.60 TRI-DIM FILTER CORPORATION Transit Car Equipment-Mechanical 25KTHRES 2,322.74 WABTEC PASSENGER TRANSIT Transit Car Equipment-Mechanical P-19-027 26,037.34 Transit Car Equipment-Mechanical Total 104,933.24 COUNTY CONSERVATION COMPANY, LLC Trash Removal 25KTHRES 90.00 REPUBLIC SERVICES #628 Trash Removal P-20-013 2,571.28 TAB INC. Trash Removal 25KTHRES 150.00 WASTE MANAGEMENT OF NEW JERSEY Trash Removal 25KTHRES 1,855.38 Trash Removal Total 4,666.66 UNIFIRST CORPORATION Uniform Cleaning Expense P-19-024 4,611.90 Uniform Cleaning Expense Total 4,611.90 A&A SALES ASSOCIATES LLC Uniform Expense 25KTHRES 1,568.06 NORTHSTAR INDUSTRIAL SUPPLY, LLC Uniform Expense 25KTHRES 120.75 PNC BANK P-CARD Uniform Expense NONE 753.51 Uniform Expense Total 2,442.32 AUTO & TRUCK PARTS Vehicle Parts for Repairs D-20-010 1,102.73 ECHELON FORD INC Vehicle Parts for Repairs 25KTHRES 703.74 Vehicle Parts for Repairs Total 1,806.47 VISION BENEFITS OF AMERICA Vision Insurance medical D-19-078 1,667.70 Vision Insurance medical Total 1,667.70 CAMDEN COUNTY SHERIFF'S OFFICE Wage Attachment NONE 811.90 EXPERTPAY CHILD SUPPORT Wage Attachment NONE 8,815.26 Wage Attachment Total 9,627.16 302

BOROUGH OF COLLINGSWOOD Water & Sewer Expense Utility 308.25 CAMDEN COUNTY MUNICIPAL UTILITIES Water & Sewer Expense Utility 2,816.00 CITY OF CAMDEN VIA AWE-CSG Water & Sewer Expense Utility 1,016.66 CITY OF PHILA Water & Sewer Expense Utility 12,310.45 NEW JERSEY AMERICAN WATER Water & Sewer Expense Utility 2,529.76 TOWNSHIP OF HADDON Water & Sewer Expense Utility 90.75 Water & Sewer Expense Total 19,071.87 PENDERGAST SAFETY EQUIPMENT CO Welding Equipment & Supplies 25KTHRES 130.00 Welding Equipment & Supplies Total 130.00 MALAMUT & ASSOCIATES, LLC Worker's Comp Reserve D-19-030 7,590.00 MATTLEMAN, WEINROTH & MILLER, P.C. Worker's Comp Reserve D-19-030 792.50 QUAL LYNX (ACH TRANSFER) Worker's Comp Reserve P-19-033 29,043.67 COOPER LEVENSON, PA Worker's Comp Reserve D-19-030 2,842.50 Worker's Comp Reserve Total 40,268.67 Grand Total 4,426,371.57 8,812,474.47 * D indicates a DRPA resolution * P indicates a PATCO resolution 303

PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDERS & CONTRACTS

304 PATCO Monthly List of Previously Approved Purchase Order Contracts - July 2020

Purchasing Item Document Vendor/supplyingplant MaterialGroup Net Order Document Date Desc. Value 4500013717 156.99 4500013717 1 7/1/2020100667 SNAP-ONINCORPORATED HANDTOOLS 107.28 4500013717 2 7/1/2020100667 SNAP-ONINCORPORATED HANDTOOLS 14.16 4500013717 3 7/1/2020100667 SNAP-ONINCORPORATED HANDTOOLS 35.55 4500013718 54.28 4500013718 1 7/1/2020100979 MSCINDUSTRIALSUPPLYCO.INC. ELECTRONCOMPON/PRTS 54.28 4500013721 5,240.00 4500013721 1 7/1/2020 100828 CUBICTRANSPORTATIONSYSTEMSINC FARECOLLECTIONEQP 655.00 4500013721 2 7/1/2020 100828 CUBICTRANSPORTATIONSYSTEMSINC FARECOLLECTIONEQP 655.00 4500013721 3 7/1/2020 100828 CUBICTRANSPORTATIONSYSTEMSINC FARECOLLECTIONEQP 655.00 4500013721 4 7/1/2020 100828 CUBICTRANSPORTATIONSYSTEMSINC FARECOLLECTIONEQP 655.00 4500013721 5 7/1/2020 100828 CUBICTRANSPORTATIONSYSTEMSINC FARECOLLECTIONEQP 655.00 4500013721 6 7/1/2020 100828 CUBICTRANSPORTATIONSYSTEMSINC FARECOLLECTIONEQP 655.00 4500013721 7 7/1/2020 100828 CUBICTRANSPORTATIONSYSTEMSINC FARECOLLECTIONEQP 655.00 4500013721 8 7/1/2020 100828 CUBICTRANSPORTATIONSYSTEMSINC FARECOLLECTIONEQP 655.00 4500013722 3,029.50 4500013722 1 7/2/2020100231 INDCOINC JANITORIALSUPPLIES 216.00 4500013722 2 7/2/2020100231 INDCOINC JANITORIALSUPPLIES 13.50 4500013722 3 7/2/2020100231 INDCOINC RAGS,SHOPTOWELS 2,755.20 4500013722 4 7/2/2020100231 INDCOINC JANITORIALSUPPLIES 44.80 4500013723 1,071.00 4500013723 1 7/2/2020100525 Y-PERS,INC. ELECEQP/SUPP-NOCBL 1,071.00 4500013727 2,554.75 4500013727 1 7/7/2020101189 TRI-DIMFILTERCORPORATION TRANCAREQUIP-MECH 904.75 4500013727 2 7/7/2020101189 TRI-DIMFILTERCORPORATION ELEC&SIGPARTS/MAINT 516.24 4500013727 3 7/7/2020101189 TRI-DIMFILTERCORPORATION ELEC&SIGPARTS/MAINT 485.76 4500013727 4 7/7/2020101189 TRI-DIMFILTERCORPORATION TRANCAREQUIP-MECH 648.00 4500013728 6,045.00 4500013728 1 7/7/2020102195 ASPENREFRIGERENTSCO INDUSTRIALGASES 6,045.00 4500013729 15,980.00 4500013729 1 7/7/2020100482 TWINCOMFG.CO.,INC. ELEC&SIGPARTS/MAINT 15,980.00 4500013730 842.90 4500013730 1 7/7/2020100231 INDCOINC JANITORIALSUPPLIES 343.20 4500013730 2 7/7/2020100231 INDCOINC JANITORIALSUPPLIES 499.70 4500013731 414.85 4500013731 1 7/8/2020102644 COLONYHARDWARECORPORATION JANITORIALSUPPLIES 222.45 4500013731 2 7/8/2020102644 COLONYHARDWARECORPORATION HANDTOOLS 192.40 4500013732 482.87 4500013732 1 7/8/2020101973 SUPREMESAFETY,INC POISONS 276.12 4500013732 2 7/8/2020 101973 SUPREME SAFETY, INC ELEC&SIG PARTS/MAINT 114.45 4500013732 3 7/8/2020101973 SUPREMESAFETY,INC 1STAID&SAFETYEQP 49.50 4500013732 4 7/8/2020101973 SUPREMESAFETY,INC 1STAID&SAFETYEQP 42.80 4500013733 90.43 4500013733 1 7/8/2020100620 BILLOWSELECSUPPLYCOINC ELECEQP/SUPP-NOCBL 55.23 4500013733 2 7/8/2020100620 BILLOWSELECSUPPLYCOINC ELECEQP/SUPP-NOCBL 35.20 4500013734 78.00 4500013734 1 7/8/2020 102092 MARTEK INDUSTRIES, INC. ELEC&SIG PARTS/MAINT 78.00 4500013738 1,980.00 4500013738 1 7/9/2020100116 CONTEMPORARYMACHINERY& HANDTOOLS 1,980.00 4500013739 75.00 4500013739 1 7/9/2020 101233 WESTINGHOUSEAIRBRAKETECHNOLOGIES TRANCAREQUIP-MECH 75.00 4500013740 1,409.70 4500013740 1 7/9/2020100501 W.B.MASONCO.INC OFFICESUPPLIES 799.95 4500013740 2 7/9/2020100501 W.B.MASONCO.INC OFFICESUPPLIES 609.75 4500013741 950.22 4500013741 1 7/9/2020 102737 ERICOINTERNATIONALCORPORATION BLDGS/GRNDS-MAINT. 950.22 4500013742 16,420.00 4500013742 1 7/9/2020 100072 BOMBARDIERMASSTRANSITCORPORATION TRANCAREQUIP-MECH 16,420.00 4500013744 90.80 4500013744 1 7/10/2020101615 MCMASTER-CARRSUPPLYCOMPANY FARECOLLECTIONEQP 90.80 4500013745 1,897.60 4500013745 1 7/10/2020100990 SYSCOMCOMPONENTS,LLC ELECTRONCOMPON/PRTS 1,897.60 4500013746 120.50 4500013746 1 7/10/2020100646 W.W.GRAINGERINC. JANITORIALSUPPLIES 120.50 305 PATCO Monthly List of Previously Approved Purchase Order Contracts - July 2020

4500013749 15,980.00 4500013749 1 7/13/2020100482 TWINCOMFG.CO.,INC. ELEC&SIGPARTS/MAINT 15,980.00 4500013750 1,068.00 4500013750 1 7/13/2020 100061 ATLASFLASHERANDSUPPLYCO.,INC. TRK&RHTOFWAYMAINT 1,068.00 4500013752 333.20 4500013752 1 7/13/2020101476 UNITEDELECTRICSUPPLYCO.,INC. FARECOLLECTIONEQP 333.20 4500013753 751.92 4500013753 1 7/13/2020100449 TEAMONEREPAIR,INC. FARECOLLECTIONEQP 751.92 4500013754 88.25 4500013754 1 7/13/2020101489 KTMTCORP FASTENERS 38.00 4500013754 2 7/13/2020101489 KTMTCORP FASTENERS 24.00 4500013754 3 7/13/2020101489 KTMTCORP FASTENERS 15.00 4500013754 4 7/13/2020101489 KTMTCORP TRANCAREQUIP-MECH 11.25 4500013755 734.45 4500013755 1 7/13/2020100667 SNAP-ONINCORPORATED HANDTOOLS 49.40 4500013755 2 7/13/2020100667 SNAP-ONINCORPORATED HANDTOOLS 53.10 4500013755 3 7/13/2020100667 SNAP-ONINCORPORATED HANDTOOLS 500.80 4500013755 4 7/13/2020100667 SNAP-ONINCORPORATED HANDTOOLS 109.75 4500013755 5 7/13/2020100667 SNAP-ONINCORPORATED HANDTOOLS 21.40 4500013757 1,185.00 4500013757 1 7/14/2020102672 USELECTRICALSERVICES,INC. ELECEQP/SUPP-NOCBL 1,185.00 4500013758 1,320.00 4500013758 1 7/14/2020 100054 ARNOLD'SSAFE&LOCKCO.,INC. LOCKS/LOCKSMITHSRVS 1,320.00 4500013760 1,750.00 4500013760 1 7/15/2020100695 SELCOMANUFACTURINGCORP. BLDGS/GRNDS-MAINT. 1,750.00 4500013761 1,587.96 4500013761 1 7/15/2020 100828 CUBICTRANSPORTATIONSYSTEMSINC FARECOLLECTIONEQP 1,587.96 4500013762 6,529.90 4500013762 1 7/15/2020100169 EPLUSTECHNOLOGY,INC. DATAPROCSRVS&SW 528.12 4500013762 2 7/15/2020100169 EPLUSTECHNOLOGY,INC. DATAPROCSRVS&SW 1,228.64 4500013762 3 7/15/2020100169 EPLUSTECHNOLOGY,INC. DATAPROCSRVS&SW 611.92 4500013762 4 7/15/2020100169 EPLUSTECHNOLOGY,INC. DATAPROCSRVS&SW 887.82 4500013762 5 7/15/2020100169 EPLUSTECHNOLOGY,INC. DATAPROCSRVS&SW 2,244.74 4500013762 6 7/15/2020100169 EPLUSTECHNOLOGY,INC. DATAPROCSRVS&SW 1,028.66 4500013763 1,030.48 4500013763 1 7/15/2020101189 TRI-DIMFILTERCORPORATION HVAC 236.88 4500013763 2 7/15/2020101189 TRI-DIMFILTERCORPORATION ELEC&SIGPARTS/MAINT 793.60 4500013764 188.58 4500013764 1 7/15/2020101353 UNITEDREFRIGERATION,INC. INDUSTRIALGASES 168.78 4500013764 2 7/15/2020101353 UNITEDREFRIGERATION,INC. ELECEQP/SUPP-NOCBL 19.80 4500013765 4,252.50 4500013765 1 7/15/2020 102737 ERICOINTERNATIONALCORPORATION BLDGS/GRNDS-MAINT. 4,252.50 4500013766 80.50 4500013766 1 7/15/2020100428 THORNTONENTERPRISESINC WELDINGEQP&SUPP 80.50 4500013768 95.00 4500013768 1 7/15/2020100014 A&MINDUSTRIAL,INC 1STAID&SAFETYEQP 95.00 4500013770 55.40 4500013770 1 7/15/2020102644 COLONYHARDWARECORPORATION HANDTOOLS 55.40 4500013771 299.50 4500013771 1 7/15/2020100684 SOSMETALPRODUCTSINC OFFICESUPPLIES 299.50 4500013772 162.40 4500013772 1 7/16/2020101067 TINAALISTON-HORNER ELEC&SIGPARTS/MAINT 162.40 4500013773 488.35 4500013773 1 7/16/2020101615 MCMASTER-CARRSUPPLYCOMPANY FASTENERS 394.59 4500013773 2 7/16/2020101615 MCMASTER-CARRSUPPLYCOMPANY TRANCAREQUIP-MECH 93.76 4500013774 163.20 4500013774 1 7/16/2020102644 COLONYHARDWARECORPORATION PLUMBINGEQP &SUPP 12.00 4500013774 2 7/16/2020102644 COLONYHARDWARECORPORATION HARDWARE&RELATED 151.20 4500013777 588.00 4500013777 1 7/16/2020100525 Y-PERS,INC. CLEANINGMATERIALS 588.00 4500013778 4,250.00 4500013778 1 7/16/2020100129 DEBIDETWILERASSOCIATESLLC AD/PROMOITEMS 4,250.00 4500013779 60.84 4500013779 1 7/16/2020100735 ARBILLINDUSTRIESINC 1STAID&SAFETYEQP 60.84 4500013780 310.00 4500013780 1 7/16/2020 101191 TRISTATE INDUSTRIAL DISTRIBUTORS OF FASTENERS 310.00 306 PATCO Monthly List of Previously Approved Purchase Order Contracts - July 2020

4500013782 3,244.00 4500013782 1 7/16/2020100492 UNIVERSITYOFPENNSYLVANIA POLICEEQPANDSUPP 3,244.00 4500013783 437.64 4500013783 1 7/17/2020 100828 CUBICTRANSPORTATIONSYSTEMSINC FARECOLLECTIONEQP 437.64 4500013784 4,259.47 4500013784 1 7/17/2020100712 EDWARDKURTH&SONSINC STEAM&HOTWTRBOILER 4,259.47 4500013788 939.96 4500013788 1 7/21/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 939.96 4500013789 853.00 4500013789 1 7/21/2020100939 IRVINEFIRE&SAFETYEQUIPMENTINC FIREPROTECTIONEQP 531.00 4500013789 2 7/21/2020100939 IRVINEFIRE&SAFETYEQUIPMENTINC FIREPROTECTIONEQP 132.00 4500013789 3 7/21/2020100939 IRVINEFIRE&SAFETYEQUIPMENTINC FIREPROTECTIONEQP 136.00 4500013789 4 7/21/2020100939 IRVINEFIRE&SAFETYEQUIPMENTINC FIREPROTECTIONEQP 40.00 4500013789 5 7/21/2020100939 IRVINEFIRE&SAFETYEQUIPMENTINC FIREPROTECTIONEQP 14.00 4500013790 656.00 4500013790 1 7/21/2020100501 W.B.MASONCO.INC PAPEROFFCE/PRTSHOP 656.00 4500013792 94.16 4500013792 1 7/22/2020100501 W.B.MASONCO.INC OFFICEEQUIPMENT 94.16 4500013793 595.20 4500013793 1 7/22/2020101067 TINAALISTON-HORNER ELECEQP/SUPP-NOCBL 259.20 4500013793 2 7/22/2020101067 TINAALISTON-HORNER ELECEQP/SUPP-NOCBL 336.00 4500013795 7,950.00 4500013795 1 7/22/2020101429 ELECTROWIRE NONELECTRON-CBL/WRE 7,950.00 4500013796 387.61 4500013796 1 7/22/2020100979 MSCINDUSTRIALSUPPLYCO.INC. 1STAID&SAFETYEQP 387.61 4500013797 5,670.00 4500013797 1 7/23/2020102792 BLUON,INC. MISCPROFSRVS 4,500.00 4500013797 2 7/23/2020102792 BLUON,INC. CHEM/SOLV-COMMERCIAL 1,170.00 4500013798 6,370.00 4500013798 1 7/23/2020100345 PENNMACHINECOMPANYLLC TRANCAREQUIP-MECH 6,370.00 4500013799 348.20 4500013799 1 7/23/2020100231 INDCOINC JANITORIALSUPPLIES 182.50 4500013799 2 7/23/2020100231 INDCOINC JANITORIALSUPPLIES 88.20 4500013799 3 7/23/2020100231 INDCOINC JANITORIALSUPPLIES 77.50 4500013800 1,328.64 4500013800 1 7/23/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013800 2 7/23/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 210.24 4500013800 3 7/23/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013800 4 7/23/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 215.04 4500013800 5 7/23/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013800 6 7/23/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 217.92 4500013800 7 7/23/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013800 8 7/23/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 105.12 4500013800 9 7/23/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013800 10 7/23/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 107.52 4500013800 11 7/23/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013800 12 7/23/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 108.96 4500013800 13 7/23/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013800 14 7/23/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 52.56 4500013800 15 7/23/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013800 16 7/23/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 53.76 4500013800 17 7/23/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013800 18 7/23/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 54.48 4500013803 1,580.00 4500013803 1 7/23/2020100525 Y-PERS,INC. CLEANINGMATERIALS 790.00 4500013803 2 7/23/2020100525 Y-PERS,INC. CLEANINGMATERIALS 790.00 4500013809 935.32 4500013809 1 7/24/2020100667 SNAP-ONINCORPORATED HANDTOOLS 204.99 4500013809 2 7/24/2020100667 SNAP-ONINCORPORATED HANDTOOLS 246.42 4500013809 3 7/24/2020100667 SNAP-ONINCORPORATED HANDTOOLS 56.56 4500013809 4 7/24/2020100667 SNAP-ONINCORPORATED HANDTOOLS 199.65 4500013809 5 7/24/2020100667 SNAP-ONINCORPORATED HANDTOOLS 5.80 4500013809 6 7/24/2020100667 SNAP-ONINCORPORATED HANDTOOLS 221.90 4500013810 2,608.47 4500013810 1 7/24/2020100963 KSLSUPPLIESINC. FUEL/OIL/GREASE 1,071.00 4500013810 2 7/24/2020100963 KSLSUPPLIESINC. ELECTRONCOMPON/PRTS 42.15 307 PATCO Monthly List of Previously Approved Purchase Order Contracts - July 2020

4500013810 3 7/24/2020100963 KSLSUPPLIESINC. ELECEQP/SUPP-NOCBL 1,495.32 4500013812 248.00 4500013812 1 7/24/2020101489 KTMTCORP FASTENERS 248.00 4500013813 2,988.90 4500013813 1 7/24/2020100755 BDFCHEMICALCOINC FASTENERS 2,988.90 4500013814 61.60 4500013814 1 7/24/2020100191 GKYINDUSTRIES FASTENERS 37.60 4500013814 2 7/24/2020100191 GKYINDUSTRIES FASTENERS 24.00 4500013815 6,160.00 4500013815 40120 7/27/2020 100485 UKMTRANSITPRODUCTS,INC. TRANCAREQUIP-MECH 6,160.00 4500013816 6,592.00 4500013816 1 7/27/2020100485 UKMTRANSITPRODUCTS,INC. TRANCAREQUIP-MECH 6,592.00 4500013818 225.00 4500013818 1 7/27/2020100525 Y-PERS,INC. 1STAID&SAFETYEQP 225.00 4500013819 3,255.00 4500013819 1 7/27/2020100285 MACPRODUCTS,INC TRANCAREQUIP-MECH 3,255.00 4500013821 12,000.00 4500013821 1 7/27/2020100169 EPLUSTECHNOLOGY,INC. CONSULTINGSERVICES 4,000.00 4500013821 2 7/27/2020100169 EPLUSTECHNOLOGY,INC. CONSULTINGSERVICES 4,000.00 4500013821 3 7/27/2020100169 EPLUSTECHNOLOGY,INC. CONSULTINGSERVICES 4,000.00 4500013822 1,878.32 4500013822 1 7/27/2020 102737 ERICOINTERNATIONALCORPORATION BLDGS/GRNDS-MAINT. 1,878.32 4500013823 3,994.56 4500013823 1 7/27/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013823 2 7/27/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 630.72 4500013823 3 7/27/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013823 4 7/27/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 645.12 4500013823 5 7/27/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013823 6 7/27/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 653.76 4500013823 7 7/27/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013823 8 7/27/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 630.72 4500013823 9 7/27/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013823 10 7/27/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 645.12 4500013823 11 7/27/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013823 12 7/27/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 653.76 4500013824 2,205.00 4500013824 1 7/27/2020102073 BISCOINDUSTRIES 1STAID&SAFETYEQP 2,205.00 4500013825 2,022.41 4500013825 1 7/27/2020 100828 CUBICTRANSPORTATIONSYSTEMSINC FARECOLLECTIONEQP 1,142.41 4500013825 2 7/27/2020 100828 CUBICTRANSPORTATIONSYSTEMSINC FARECOLLECTIONEQP 880.00 4500013827 126.10 4500013827 1 7/28/2020100428 THORNTONENTERPRISESINC FUEL/OIL/GREASE 126.10 4500013834 141.00 4500013834 1 7/28/2020100699 A&ASALESASSOCIATESLLC CLOTHINGUNIFORM 141.00 4500013835 1,296.00 4500013835 1 7/28/2020101973 SUPREMESAFETY,INC 1STAID&SAFETYEQP 1,150.00 4500013835 2 7/28/2020101973 SUPREMESAFETY,INC 1STAID&SAFETYEQP 110.00 4500013835 3 7/28/2020101973 SUPREMESAFETY,INC 1STAID&SAFETYEQP 36.00 4500013836 113.00 4500013836 1 7/28/2020 100184 GEN-ELSAFETY&INDUSTRIALPRODUCTS JANITORIALSUPPLIES 113.00 4500013837 107.79 4500013837 1 7/28/2020101353 UNITEDREFRIGERATION,INC. FUEL/OIL/GREASE 107.79 4500013838 550.08 4500013838 1 7/28/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013838 2 7/28/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 157.68 4500013838 3 7/28/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013838 4 7/28/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 161.28 4500013838 5 7/28/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013838 6 7/28/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 163.44 4500013839 1,032.48 4500013839 1 7/28/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013839 2 7/28/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 315.36 4500013839 3 7/28/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013839 4 7/28/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 322.56 4500013839 5 7/28/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013839 6 7/28/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 326.88 4500013840 1,997.28 308 PATCO Monthly List of Previously Approved Purchase Order Contracts - July 2020

4500013840 1 7/28/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013840 2 7/28/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 630.72 4500013840 3 7/28/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013840 4 7/28/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 645.12 4500013840 5 7/28/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013840 6 7/28/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 653.76 4500013841 1,032.48 4500013841 1 7/28/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013841 2 7/28/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 315.36 4500013841 3 7/28/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013841 4 7/28/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 322.56 4500013841 5 7/28/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013841 6 7/28/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 326.88 4500013843 2,000.00 4500013843 1 7/28/2020100426 SLATEBELTSAFETY 1STAID&SAFETYEQP 2,000.00 4500013844 256.00 4500013844 1 7/28/2020100525 Y-PERS,INC. CLEANINGMATERIALS 256.00 4500013845 590.00 4500013845 1 7/29/2020100525 Y-PERS,INC. 1STAID&SAFETYEQP 590.00 4500013846 876.00 4500013846 1 7/29/2020101540 THEPITNEYBOWESBANKINC RENT/LEASE-OFFICE 876.00 4500013847 6,980.00 4500013847 1 7/29/2020100837 DELLMARKETINGL.P. COMPHW/PERIPH-MICRO 6,980.00 4500013848 138.86 4500013848 1 7/30/2020100204 HANGSTERFER'SLABORATORIES,INC. FUEL/OIL/GREASE 138.86 4500013849 440.40 4500013849 1 7/30/2020100221 HOUGHPETROLEUMCORP FUEL/OIL/GREASE 440.40 4500013850 9,087.70 4500013850 1 7/30/2020100394 REITFUELOILCO.INC AUTOMAINT/RPRPRTS 9,087.70 4500013851 1,722.06 4500013851 1 7/30/2020100859 ELECTRONICCONNECTIONS ELEC&SIGPARTS/MAINT 1,722.06 4500013852 236.20 4500013852 1 7/30/2020 102672 US ELECTRICAL SERVICES, INC. ELEC&SIG PARTS/MAINT 236.20 4500013853 1,354.08 4500013853 1 7/30/2020100501 W.B.MASONCO.INC RENT/LEASE-OFFICE 22.56 4500013853 2 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 420.48 4500013853 3 7/30/2020100501 W.B.MASONCO.INC RENT/LEASE-OFFICE 22.56 4500013853 4 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 430.08 4500013853 5 7/30/2020100501 W.B.MASONCO.INC RENT/LEASE-OFFICE 22.56 4500013853 6 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 435.84 4500013854 4,207.50 4500013854 1 7/30/2020100369 PPCLUBRICANTS,INC. FUEL/OIL/GREASE 4,207.50 4500013856 263.88 4500013856 1 7/30/2020102512 VAL-U AUTOPARTSLLC STEAM&HOTWTRACCESS 263.88 4500013857 456.88 4500013857 1 7/30/2020100879 FASTENALCOMPANY FASTENERS 454.34 4500013857 2 7/30/2020100879 FASTENALCOMPANY FASTENERS 2.54 4500013857 3 7/30/2020100879 FASTENALCOMPANY FASTENERS 0.00 4500013858 2,225.76 4500013858 1 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013858 2 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 315.36 4500013858 3 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013858 4 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 322.56 4500013858 5 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013858 6 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 326.88 4500013858 7 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013858 8 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 367.92 4500013858 9 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013858 10 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 376.32 4500013858 11 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013858 12 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 381.36 4500013859 306.75 4500013859 1 7/30/2020101330 SHALLCROSSBOLTANDSPECIALTIESCO. FASTENERS 228.00 4500013859 2 7/30/2020101330 SHALLCROSSBOLTANDSPECIALTIESCO. FASTENERS 63.00 4500013859 3 7/30/2020101330 SHALLCROSSBOLTANDSPECIALTIESCO. FASTENERS 15.75 4500013860 1,193.28 4500013860 1 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 309 PATCO Monthly List of Previously Approved Purchase Order Contracts - July 2020

4500013860 2 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 367.92 4500013860 3 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013860 4 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 376.32 4500013860 5 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013860 6 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 381.36 4500013861 117.60 4500013861 1 7/30/2020101973 SUPREMESAFETY,INC 1STAID&SAFETYEQP 117.60 4500013862 11,340.48 4500013862 1 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013862 2 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 315.36 4500013862 3 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013862 4 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 315.36 4500013862 5 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013862 6 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 630.72 4500013862 7 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013862 8 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 630.72 4500013862 9 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013862 10 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 946.08 4500013862 11 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013862 12 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 735.84 4500013862 13 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013862 14 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 322.56 4500013862 15 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013862 16 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 322.56 4500013862 17 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013862 18 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 645.12 4500013862 19 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013862 20 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 645.12 4500013862 21 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013862 22 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 967.68 4500013862 23 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013862 24 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 752.64 4500013862 25 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013862 26 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 326.88 4500013862 27 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013862 28 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 326.88 4500013862 29 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013862 30 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 653.76 4500013862 31 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013862 32 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 653.76 4500013862 33 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013862 34 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 980.64 4500013862 35 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 22.56 4500013862 36 7/30/2020100501 W.B.MASONCO.INC COOLERS/BTLWATER 762.72 4500013863 3,900.52 4500013863 1 7/31/2020101489 KTMTCORP FASTENERS 3,900.52 4500013864 42.60 4500013864 1 7/31/2020101973 SUPREMESAFETY,INC 1STAID&SAFETYEQP 42.60 4500013865 87.00 4500013865 1 7/31/2020 100342 PENDERGAST SAFETY EQUIPMENT CO 1ST AID & SAFETY EQP 87.00 4500013867 342.00 4500013867 1 7/31/2020100445 T.FRANKMCCALL'S,INC. 1STAID&SAFETYEQP 342.00 4500013868 92.50 4500013868 1 7/31/2020100735 ARBILLINDUSTRIESINC 1STAID&SAFETYEQP 92.50 4500013869 655.08 4500013869 1 7/31/2020 101191 TRISTATEINDUSTRIALDISTRIBUTORSOF MAINT/REPAIR-BLDG 285.00 4500013869 2 7/31/2020 101191 TRISTATEINDUSTRIALDISTRIBUTORSOF CLEANINGMATERIALS 287.12 4500013869 3 7/31/2020 101191 TRISTATE INDUSTRIAL DISTRIBUTORS OF TRANS CAR EQUIP-ELEC 3.96 4500013869 4 7/31/2020 101191 TRISTATEINDUSTRIALDISTRIBUTORSOF PLUMBINGEQP &SUPP 79.00 310

BALANCE SHEET

311

PORT AUTHORITY TRANSIT CORPORATION

BALANCE SHEET May 31, 2020 PRELIMINARY / UNAUDITED ASSETS December 31, 2019 May 31, 2020

Cash (Includes $107,197 in Station Escrow Funds) 2,757,240 793,751 Investments (Note 1) 2,790,058 2,804,580 Accounts Receivable 2,429,341 2,600,043 Inventory at lower of cost (first-in, first-out) or market 5,993,777 6,471,675 Prepaid Expenses 1,081,144 851,945 15,051,559 13,521,994

LIABILITIES AND EQUITY Liabilities: Accounts Payable: Trade 3,171,664 2,067,906 Delaware River Port Authority (Note 2) 281,462,000 284,012,831 Accrued Liabilities: Reserve for Other Post Employment Benefits (Note 4) 24,707,662 24,707,662 Deferred Revenue (Note 5) 6,079,737 6,635,837 Wages 694,142 574,883 Pension and Other 640,010 720,237 Sick Leave Benefits 253,692 243,054 Reserve for Unused Vacation 566,033 566,033 Reserve for contingent liabilities (Note 3) 2,985,873 3,191,208 320,560,814 322,719,651

Equity: Advances from Delaware River Port Authority 509,892,028 525,336,893 Deficit (815,401,282) (834,534,550)

15,051,559 13,521,994 312 PORT AUTHORITY TRANSIT CORPORATION (A Wholly Owned Subsidiary Of Delaware River Port Authority) STATEMENT OF REVENUES AND EXPENSES AND DEFICIT FOR THE PERIOD INDICATED PRELIMINARY / UNAUDITED Year to date ended Month ended

May 31, 2020 May 31, 2020 Operating Revenues: Passenger fares 6,068,688 202,485 Passenger parking 210,591 2,888 Passenger - other 22,767 997 Advertising 180,384 15,016 Telecommunications Rental Income 95,333 9,858 Miscellaneous 1,163 6 Interest Income From Investments 14,522 24 $6,593,447 $231,274

Operating Expenses: Maintenance of Way and Power 5,808,821 1,087,056 Maintenance of Equipment 3,006,782 579,041 Purchased Power 1,465,341 222,326 Transportation 8,256,698 1,505,598 General Insurance 888,840 101,224 Superintendence and General Office 3,749,403 695,990 23,175,884 4,191,234 Rent of Rapid Transit System Facilities (Note 2) 2,550,831 510,167 Other Post Employment Benefits Accrual (Note 4) - - $25,726,715 $4,701,401

Net Income (loss) ( $ 19,133,268) ( $ 4,470,127)

Deficit, December 31, 2019 ($ 815,401,282)

Deficit, May 31, 2020 ($ 834,534,550)

See Notes To Financial Statements 313

PORT AUTHORITY TRANSIT CORPORATION (A Wholly Owned Subsidiary of the Delaware River Port Authority) May 31, 2020

NOTES TO FINANCIAL STATEMENTS

1. Investments:

The Corporation has set aside $2,790,058 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 $284,012,831 from January 1, 1974 through May 31, 2020 have not been made to the Authority.

3. Reserves for Contingent Liabilities:

Pursuant to a policy of self-insurance, the Corporation has reserved $ 827,230 for Comprehensive General Liability and $2,363,978 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. 314

OPERATIONS & MAINTENANCE COMMITTEE

315

Refer to Operations and Maintenance Minutes in the DRPA Board Packet

316

SUMMARY STATEMENT

ITEM NO. PATCO-20-016

SUBJECT: PATCO Real-Time Train Messaging

COMMITTEE: Operations & Maintenance

COMMITTEE MEETING DATE: August 4, 2020

BOARD ACTION DATE: August 19, 2020

PROPOSAL: That the Board authorizes staff to negotiate a contract with the firm of B&C Transit, Inc. to provide PATCO with real-time train messaging via the existing LED platform signage.

Amount: $728,532.25

Contractor: B&C Transit, Inc. 1924 Franklin Street, Suite 200 Oakland, CA 94612

PURPOSE: B&C Transit, Inc. will upgrade the PATCO SCADA-CTC office system to provide real-time train messaging via the existing LED platform signage.

BACKGROUND: Since 2014, PATCO has completed four (4) phases of improvement projects to enhance passenger information for our customers. These projects installed LCD monitors and LED displays in stations and on platforms, and LCD scheduling signs on the platforms. This last phase of improvements would provide real-time train arrival information on the existing LED displays.

B&C Transit will add a software module to the recently installed SCADA- CTC office system at Center Tower that will use existing SCADA to locate trains throughout the system, calculate arrival time to next station and then display on the platform LED signs.

This work will be authorized as a sole source, as it involves the modification of an existing system by the original manufacturer / installer. Staff has reviewed and evaluated B&C Transit’s proposal and determined it to be fair and reasonable.

SUMMARY: Amount: Not to Exceed $728,532.25 Source of Funds: 2018A Revenue Bond Project Fund Capital Project #: TEP.31908 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: One (1) year Other Parties Involved: N/A 317

PATCO-20-016 Operations & Maintenance Committee: August 4, 2020 Board Date: August 19, 2020 PATCO Real-Time Train Messaging

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority authorizes staff to negotiate a contract with B&C Transit, Inc. to provide PATCO with real-time train messaging via the existing LED platform signage at a cost not to exceed $728,532.25; 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: Not to Exceed $728,532.25 Source of Funds: 2018A Revenue Bond Project Fund Capital Project #: TEP.31908 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: One (1) year Other Parties Involved: N/A 318

SUMMARY STATEMENT

ITEM NO.: PATCO-20-017

SUBJECT: License Agreement with AT&T to Install Cellular Equipment in PATCO Underground Stations

COMMITTEE: Operations and Maintenance

COMMITTEE MEETING DATE: August 4, 2020

BOARD ACTION DATE: August 19, 2020

PROPOSAL: That the Board authorizes staff to negotiate and enter into a license agreement with New Cingular Wireless PCS, LLC, a special purpose entity wholly owned and controlled by AT&T wireless (“AT&T”), granting to AT&T the right to install, operate and maintain cellular communication equipment at seven (7) PATCO underground stations for a term of five (5) years with one (1) renewal option of five (5) years. PATCO will receive an annual license fee in exchange for allowing this equipment to be installed in the seven (7) underground stations.

PURPOSE: To grant a license in favor of AT&T to place cellular communication equipment at seven (7) PATCO underground stations: 15th and Locust; 9th and Locust; 12th and Locust; 8th and Market; Franklin Square; City Hall; and Broadway.

BACKGROUND: Through prior Board actions, Verizon and Boingo Wireless (a Sprint and T-Mobile provider and a partner of AT&T for above ground station services) are currently authorized to provide cellular services along the PATCO line and at various below and above ground stations, respectively. To further enhance cellular service availability for PATCO customers underground, staff recommends that AT&T is permitted to install, operate and maintain its equipment at seven (7) PATCO underground stations: 15th and Locust; 9th and Locust; 12th and Locust; 8th and Market; Franklin Square; City Hall and Broadway. AT&T has proposed a license agreement with an initial term of five (5) years and one (1) renewal option of five (5) years and an annual license fee of $62,917 that will increase by 2.5% annually. Pursuant to this proposal, AT&T would install, operate and maintain all communication equipment at its sole cost and expense and would be required to insure that its operations do not interfere with nor have an adverse impact upon PATCO operations. AT&T would also be subject to all applicable insurance and indemnity provisions as required by PATCO. 319

SUMMARY: Amount: $0 Cost; Annual minimum revenues will be: Year1 $62,917.00 Year2 $64,489.93 Year3 $66,102.17 Year4 $67,754.73 Year5 $69,448.60 Total Minimum Revenue: $330,712.42

Source of Funds: N/A Capital Project #: N/A Operating Budget: $0 Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Five (5) years plus one (1) 5-year renewal Other Parties Involved: N/A 320

PATCO-20-017 Operations & Maintenance Committee: August 4, 2020 Board Date: August 19, 2020 License Agreement with AT&T to Install Cellular Equipment in PATCO Underground Stations

RESOLUTION

RESOLVED: That the Board authorizes staff to enter into a license agreement with New Cingular Wireless PCS, LLC, a special purpose entity wholly owned and controlled by AT&T wireless (“AT&T”), granting to AT&T the right to install, operate and maintain cellular communication equipment at seven (7) PATCO underground stations to enhance cellular service for PATCO customers for a term of five (5) years with one (1) renewal option of five (5) years; and be it further

RESOLVED: That the Chairman, Vice Chairman and the President must approve and are hereby authorized to approve and execute all necessary agreements, contracts or other documents on behalf of PATCO. If such agreements, contracts, or other documents have been approved by the Chairman, Vice Chairman and President and if thereafter either the Chairman or Vice Chairman is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of PATCO along with the President. If both the Chairman and Vice Chairman are absent or unavailable, and if it is necessary to execute the said document(s) while they are absent or unavailable, then the President shall execute such documents on behalf of PATCO.

SUMMARY: Amount: $0 Cost; Year1 $62,917.00 Year2 $64,489.93 Year3 $66,102.17 Year4 $67,754.73 Year5 $69,448.60 Total Minimum Revenue: $330,712.42

Source of Funds: N/A Capital Project #: N/A Operating Budget: $0 Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Five (5) years plus one (1) 5-year renewal Other Parties Involved: N/A 321

NEW BUSINESS

322

SUMMARY STATEMENT

ITEM NO.: PATCO-20-019

SUBJECT: Consideration of Pending PATCO Contracts (Between $25,000 and $100,000)

COMMITTEE: New Business

COMMITTEE MEETING DATE: N/A

BOARD ACTION DATE: August 19, 2020

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 323

PATCO-20-019 New Business: August 19, 2020 Board Date: August 19, 2020 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 President - 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 324

CONSIDERATION OF PENDING PATCO CONTRACTS (VALUED BETWEEN $25,000 - $100,000) – Wednesday, August 19, 2020

Item # Vendor/Contractor Description Amount Procurement Method Bids Received Bid Amounts Source of Funds Technologies Lanka, Inc. Purchase rolling stock $50,000.00 Sole Source Provider, see attached 1. Technologies Lanka, Inc. 1.$50,000.00 General Funds LaPocatiere, Quebec inventory of Sole Source Justification Memo LaPocatiere, Quebec Canada Microprocessor marked as "Exhibit 1 " Canada Equipment, High Voltage Multiple Monitoring device and blower motor 1 inverter for the refurbished train cars

Hitachi Rail STS USA, Inc. Purchase rolling stock $35,000.00 Sole Source Provider, see attached 1. Hitachi Rail STS USA, Inc. 1. $35,000.00 General Funds Batesburg, SC inventory of transit Sole Source Justification Memo Batesburg, SC signaling equipment for marked as "Exhibit 2 " PATCO Operations. Original approved amount was $45,000. Due to unexpected expenditures, PATCO is seeking to increase the funding amount an 2 additional $35,000 to ensure there is enough funding available for the procurement of critical parts for the remainder of 2020.

Schaltbau North America Purchase rolling stock $30,000.00 Sole Source Provider, see attached 1. Schaltbau North America 1. $30,000.00 General Funds Hauppauge, NY inventory of High Voltage Sole Source Justification Memo Hauppauge, NY Switchgears for the marked as "Exhibit 3 " 3 refurbished train cars

Teknoware, Inc. Purchase rolling stock $25,000.00 Sole Source Provider, see attached 1. Teknoware, Inc. 1. $25,000.00 General Funds Conway, SC inventory of LED and Sole Source Justification Memo Conway, SC Light Ballast components marked as "Exhibit 4 " for the refurbished train 4 cars. 325 326 327 328