PORT AUTHORITY & PORT AUTHORITY TRANSIT CORP.

May 20, 2015 Board Meeting

Wednesday, May 20, 2015 Arch Street Friends Meeting House 320 Arch Street , PA 6:00 p.m.

John Hanson, Chief Executive Officer DRPA BOARD DELAWARE RIVER PORT AUTHORITY BOARD MEETING Wednesday, May 20, 2015 at 6:00 p.m. Arch Street Friends Meeting House 320 Arch Street Philadelphia, PA ORDER OF BUSINESS

1. Roll Call

2. Report of the CEO – April 2015

3. Report of the CFO

Key Performance Indicators

4. Approval of April 15, 2015 Board Meeting Minutes

5. Monthly List of Payments – Covering Month of April 2015

6. Monthly List of Purchase Orders and Contracts of April 2015

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

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

DRPA-15-049 Contract No. PATCO-28-2007 Rehabilitation Of Track Structure on the Westmont Viaduct

DRPA-15-050 Construction Monitoring Services for Contract No. PATCO-28-2007, Rehabilitation of Track Structure on the Westmont Viaduct

DRPA-15-051 Contract No. BF-37-2013 5th Street Philadelphia Tunnel Rehabilitation Project

DRPA-15-052 Contract No. CB-29-2014, Administration Building Switchgear Replacement

DRPA-15-053 Construction Monitoring Services for & I-95 Interchange Improvements Project

DRPA-15-054 Capital Project Contract Modifications

DRPA-15-055 Easement to Atlantic City Electric Company For the Installation of a Service Pole DRPA-15-056 Purchase of Ten (10) Dynamic Message Signs For Toll Lanes at the Benjamin Franklin, and Commodore Barry Bridges

DRPA-15-057 DRPA Bridge Facility Elevator Maintenance and Service Contract

DRPA-15-058 LEAP Academy University Charter School In-Kind Bus Parking at the Benjamin Franklin Bridge Facility

DRPA-15-059 DRPA Application for Grant Funding through FY2015 U.S. Department of Transportation TIGER VII Discretionary Grant Program for the Reopening of on the PATCO Transit Line

9. Approval of Finance Committee Minutes of May 6, 2015

10. Adopt Resolutions Approved by Finance Committee of May 6, 2015

DRPA-15-060 Audiolog Recorder Upgrades

DRPA-15-061 Modification of Current Temporary Workers Contracts

DRPA-15-062 Broker/Consultant for Traditional Property & Casualty, including Pollution Legal Liability

DRPA-15-063 Renewal of DRPA Bridge Property Damage And Loss of Revenue Insurance

DRPA-15-064 Addendum to Extend the TSIB Broker/ Consultant Agreement for the Owner Controlled Insurance Program

11. Approval of Audit Committee Minutes of May 6, 2015

12. Adopt Resolution Approved by Audit Committee of May 6, 2015

DRPA-15-065 Approval of Citizens Advisory Committee Membership Nomination

13. Approval of Labor Committee Minutes of May 13, 2015

14. Adopt Resolution Approved by Labor Committee of May 13, 2015

DRPA-15-066 Authorizing the Creation of a Diversity and Inclusion Subcommittee of the Labor Committee 15. Unfinished Business

16. New Business

DRPA-15-067 Consideration of Pending DRPA Contracts (Between $25,000 and $100,000)

DRPA-15-068 Benjamin Franklin Bridge Approach Parapet Rehabilitation

17. Citizens Advisory Committee Report

18. Public Comment

19. Executive Session

20. Adjournment CEO REPORT Report of the Chief Executive Officer

MAY, 2015

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

May 20, 2015

To the Commissioners:

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

Stewardship /Stewardship

 A PATCO rider praised Officer Kenya Jones: I left my iPad at the Westmont train station. I exited the train at Collingswood so I could take a train back to Westmont. I asked the employee there if there was anyone at Westmont who could secure my iPad. Officer Kenya Joyner was present and without hesitation jumped in his car and went to the Westmont Station. Upon my arrival, Officer Joyner greeted me with a smile and my iPad. Please pass along my sincere appreciation to Officer Joyner and his superiors at the DRPA for his quick response. I really didn't expect him to go above and beyond the call of duty for my stupidity. Clearly, not only does Officer Joyner protect and serve, but also provides excellent customer service.

 A BFB pedestrian praised Patrol Officer Eric Ford of the Public Safety Department: I live in Philadelphia and work in Camden and commute by walking over the Ben Franklin Bridge. This morning, two other pedestrians and I encountered a young man standing on the ledge of the bridge, contemplating jumping, and in an extremely precarious location. We talked with him for a bit, and I snuck away for a bit to call the police. Officer Ford arrived quickly, and he was brilliant. While we pedestrians had no idea what to say, Officer Ford immediately jumped in, asked the perfect questions, and eventually talked the man off the ledge. I was really affirmed and impressed by the work of your officers, particularly Eric Ford. Clearly he was very well trained to encounter this situation, and he was 100% focused on this man's safety. He was calm, had great eye contact, and accomplished something that the rest of us could not. I thought it was exemplary work. At a time when there is increased challenge between communities and the police, I wanted to be sure to write to DRPA and express my appreciation for the work you did this morning. Your officers saved a man's life.

 A PATCO customer wrote to praise Administrative Coordinator Karen Dougherty: PATCO needs to know what a gem it has in Karen Dougherty! I sent a routine lost and found query about an umbrella and she got back to me very promptly and with such a wonderful and enthusiastic response that it totally made my day. I don’t even care if I get my umbrella back! Three cheers for Karen!

 A PATCO customer wrote to praise Train Operator Ed Fletcher and a trainee he was working with, Ciara Pinkston: I felt compelled to bring to your attention more excellence in service for operator #429 (Ed Fletcher) and student #82 (Ciara Pinkston). On Tuesday 4/21/2015, there was a problem with a train around Haddonfield. We soon pulled out and stopped a few hundred yards of the Lindenwold stations. I was sitting so close to the operators I could hear him coaching her. He was fabulous with her. He was very alert to tell her to make the announcements as they were radioed from the command center so as to keep us posted on the situation. He also walked through the crowd, apologizing for the inconvenience, which made a huge difference when I saw their smiles. Please commend both #429 and student #82 because she handled the stress of the delay really well and she was cool as a cucumber!

 On April 21, Train Operator Joe Moscariello responded quickly and with concern for his passengers when a traction motor failed, sending smoke into the train. Joe acted efficiently: ground inspecting, communicating, coordinating with other employees, evacuating passengers from the smoky car, and delivering them to their destinations. A police officer/customer said, and PATCO agrees, that Joe “handled the … incident awesomely.” Custodian Robert Davis happened to be traveling on that car to his assignment; he proactively maintained order by reassuring customers and assisted the train operator with evacuation of the car. He also applied the handbrake, enabling the train operator to communicate with Center Tower.

 While handing out safety awareness fliers on April 29 at , Equipment Mechanic David Brown heard an unusual noise emanating from car 114. Upon inspection, it was found that a traction motor filter box had fallen onto the axle. Had this gone undetected, it would have permanently grooved the axle, requiring extensive maintenance. Dave’s keen awareness saved PATCO thousands of dollars and helped ensure that the car could remain in service. DRPA

Enterprise Resource Planning (ERP) Update

The BOOST project is now in the realization phase of building and testing the system. Integration Test 2 (IT2) began the last week of April and will last five weeks. During IT2, DRPA “Super Users” (subject matter experts chosen by directors and managers) will execute scripts and verify SAP functionality in the first tests by DRPA staff. Quintel is resolving defects and providing support during IT2, and will be on-site periodically. They are also continuing to document and review feedback from DRPA staff.

The project team has conducted ERP briefings with approximately 500 employees so far. They will continue these briefings to ensure all employees are aware of the impact of the BOOST project. The project team also met with senior staff to present 17 upcoming high-impact process changes, asking them to tell their staff about these changes. During May the project team will develop a detailed training plan and schedule for computer-based, video, and in-person training.

Track Rehab Across the Ben Franklin Bridge

Work is progressing along the South Track and in the Camden and Philadelphia tunnels. We are currently installing the signal, power and communication systems as well as completing miscellaneous steel repairs, painting and track work. It is anticipated that we will substantially complete work on the south track by late June. Throughout the summer months we will take the North Track out of service to rehabilitate the signal and power systems and complete remaining miscellaneous steel repairs, painting and track work. This project is scheduled to be complete by the end of 2015.

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

Philadelphia Bike Rack Update

Bike racks have now been installed in the 9/10th, 12/13th and 15/16th & Locust stations.

Signage Project Phase I Update

We are approximately 95 percent complete. All the stations in Phase 1 have had Futurepath installed, plus all ticket vending machines and fare gates rewired. The only exceptions are 8th & Market and 16th & Locust, and signage for those two stations should be completed within the next two to three weeks. The signage is onsite at these two stations, and the contractor is just finishing up the fabrication of the mounting brackets.

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

Respectfully Submitted,

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

Calls for Service: 7,495 Total Arrests: 165 Adults: 164Juv.: 1 CDS Arrests: 9 DWI Arrests: 36

Arrests: CBB:6 BFB: 74 PATCO:49 BRB: 6 WWB:30Arrests NJ: 134Arrests PA: 30

Reportable Accidents: CBB: 1BFB: 14 PATCO:5 BRB: 1 WWB:9

Non Reportable Accidents: CBB: 0BFB: 19 PATCO:6 BRB: 0 WWB:10

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

Incident Type CBB BFB PATCO BRB WWB Total 33 MV Stop 166 517 73 252 559 1,568 26 Assist-Routine PD Backup 89 518 273 100 482 1,462 25x Insufficient Funds 4 1 485 492 35X Motorist Aid/Service To Patron 26 53 266 27 77 450 302 Security Check 40 58 177 86 84 448 25 Escort 212 51 51 126 442 88X Parking Viol./Compl. 3 350 9 362 50X Leaving Jurisdiction 22 117 55 49 63 307 47 Disabled MV 38 82 5 53 114 293 90 Other PD Assist 16 40 95 11 17 179 46 Construction/Trades Backup 39 84 1 22 24 171 86 Removal 2 113 115 91 Ped Investigation/Stop 20 92 1 113 33C CVI Stop 18 35 6 28 87 15 MV Accident 1 40 10 2 26 80 302 Security Check/Detail 1 6 37 18 11 73 84 Check On Subject 1 6 53 2 10 72 1 Headquarters Assignment 14 24 4 7 23 72 79 Roadway Hazard/Station Hazard 17 11 18 23 69 80 Break 12 20 2 6 27 67 78X Toll Evasion/TOS 10 21 4 3 3 42 82 Notification 9 21 5 5 40 25T Fare Problem 38 1 39 8 911 Hang Up/Mis-Dial 1 7 25 2 1 36 58 Drivers License Check 2 23 1 1 5 32 59 MV Look Up 2 8 11 1 5 27 999 Generated In Error 2 2 3 1 5 26 341 Lost/Found Property 1 23 24 Activity for the Month of April 2015

Calls for Service: 7,495 Total Arrests: 165 Adults: 164Juv.: 1 CDS Arrests: 9 DWI Arrests: 36

Arrests: CBB:6 BFB: 74 PATCO:49 BRB: 6 WWB:30Arrests NJ: 134Arrests PA: 30

Reportable Accidents: CBB: 1BFB: 14 PATCO:5 BRB: 1 WWB:9

Non Reportable Accidents: CBB: 0BFB: 19 PATCO:6 BRB: 0 WWB:10

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

Incident Type CBB BFB PATCO BRB WWB Total 52 Erratic Driver/Unfit Motorist 1 4 5 13 23 29 Alarm Activation 8 15 23 25EZ Easy Pass Redirect 1 21 22 12 Suspicious Person/Activity/Event 6 13 1 2 22 60 Stolen Check/Wanted 6 8 4 18 309 Special Detail 4 14 18 56 Med Emerg/Injury Report 1 13 1 1 16 101 BOLO 7 5 3 1 16 214 Court/Case Disposition 3 2 6 11 78 Toll Dispute 1 4 3 2 10 71 Fight/Disturbance 9 9 38 Transport Courtesy 1 2 1 1 4 9 10 Investigation/Follow-Up 4 5 9 83 Counterfeit 3 1 3 7 56 Medical Emerg/Injury Report 6 1 7 81 General Complaint 2 3 1 6 220 Criminal History Check 5 1 6 98 Panhandling/Soliciting 5 5 34 Investigate/Suspicious Vehicle 4 1 5 310 Bridge Damage/PATCO Damage 1 2 1 1 5 74 Suicide Attempt 1 3 4 49X Inspection Report 4 4 49 Investigate Location Conditions 2 1 1 4 302K K9 Sweep 3 1 4 11 Fire 2 2 4 TRN Train Problem Equipment/Mechanical 3 3 96 Slow Traffic 1 1 1 3 79X Debris Strike 2 1 3 Activity for the Month of April 2015

Calls for Service: 7,495 Total Arrests: 165 Adults: 164Juv.: 1 CDS Arrests: 9 DWI Arrests: 36

Arrests: CBB:6 BFB: 74 PATCO:49 BRB: 6 WWB:30Arrests NJ: 134Arrests PA: 30

Reportable Accidents: CBB: 1BFB: 14 PATCO:5 BRB: 1 WWB:9

Non Reportable Accidents: CBB: 0BFB: 19 PATCO:6 BRB: 0 WWB:10

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

Incident Type CBB BFB PATCO BRB WWB Total 77 Domestic 2 1 3 25R Revenue Escort 3 3 16 Hit & Run 3 3 70 Animal Complaint 1 1 2 20 Stolen/Recovered Vehicle 1 1 2 17X Open/Secured Property 2 2 101S BOLO Suicidal 1 1 2 97 Traffic Pattern Adjust 1 1 92 Lost Load 11 88 Evacuation 1 1 67 Mentally Disturbed 1 1 64 Larceny 1 1 53 Abandoned Vehicle 11 313 Complaint against Police 1 1 306 Enforcement Detail 11 212 Employee Injury 11 0 DELAWARE RIVER PORT AUTHORITY Attachment 1 TRAFFIC & BRIDGE TOLL FIGURES FOR THE PERIODS INDICATED

MONTH OF FEBRUARY TRAFFIC BRIDGE TOLLS -----2015------2014----- INC/(DEC) INC/(DEC) TRAFFIC TOLLS TRAFFIC TOLLS % AMOUNT % AMOUNT BEN FRANKLIN 1,293,459 $7,206,061.39 1,250,926 $6,942,572.49 3.40 42,533 3.80 $263,488.90 WALT WHITMAN 1,312,717 8,281,681.50 1,203,305 7,527,123.48 9.09 109,412 10.02 754,558.02 COMMODORE BARRY 446,344 3,458,035.41 423,907 3,208,564.37 5.29 22,437 7.78 249,471.04 BETSY ROSS 352,740 2,427,359.83 331,371 2,270,959.23 6.45 21,369 6.89 156,400.60 3,405,260 $21,373,138.13 3,209,509 $19,949,219.57 6.10 195,751 7.14 $1,423,918.56

`

YEAR TO DATE TRAFFIC BRIDGE TOLLS 1/1/15 TO 2/28/15 1/1/14 TO 2/28/14 INC/(DEC) INC/(DEC) TRAFFIC TOLLS TRAFFIC TOLLS % AMOUNT % AMOUNT BEN FRANKLIN 2,618,766 $14,578,370.61 2,573,234 $14,300,062.89 1.77 45,532 1.95 $278,307.72 WALT WHITMAN 2,687,516 16,940,355.93 2,497,741 15,675,030.64 7.60 189,775 8.07 1,265,325.29 COMMODORE BARRY 916,591 7,092,465.22 885,599 6,721,499.75 3.50 30,992 5.52 370,965.47 BETSY ROSS 726,154 4,982,764.63 691,986 4,738,286.71 4.94 34,168 5.16 244,477.92 TOTALS 6,949,027 $43,593,956.39 6,648,560 $41,434,879.99 4.52 300,467 5.21 $2,159,076.40

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

Distribution: John Hanson Jim White SCHEDULE 1 ARTICLE XII-C, SECTION 5 SUMMARY OF AUTHORIZED CONTRACT AND ENGINEERING PAYMENTS BRIDGES AND PATCO SYSTEM May 20, 2015

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

MODJESKI & MASTERS, INC (DRPA-14-011) 2014 Biennial Inspection-BFB $ 520,000.00 93.6% $ 486,901.47 $24,999.43 $ 454,803.62 10 $ 7,098.42

HNTB Corporation (DRPA-11-094) WWB Miscellaneous Approach Pavement & Pier Rehabilitation 88,412.81 65.8% 58,197.25 0.00 51,614.51 4 6,582.74 (DRPA-12-080) BFB PATCO Track Rehabilitation - C.M.S. for Contract No. 21-E 8,251,033.69 70.5% 5,818,931.07 554,498.57 4,979,002.35 26 285,430.15 (DRPA-14-012) 2014 biennial inspection-BRB 515,140.00 75.7% 390,188.60 25,996.74 340,416.58 9 & 10 23,775.28

Hatch Mott MacDonald (DRPA-11-094) Environmental Assessments of AWB Parcels - Gateway Park Project 98,500.00 44.4% 43,751.76 0.00 5,591.12 2 & 3 38,160.64

IEW Construction Group, Inc. (DRPA-14-098) BRB Bridge Resurfacing and Approach Roadway 17,816,499.56 1.6% 283,170.18 43,239.52 0.00 1 239,930.66

Pennoni Associates (DRPA-13-081) PATCO Outbound Study 1,738,212.24 74.7% 1,298,924.93 81,539.67 1,082,601.25 18 & 19 134,784.01 (DRPA-11-094) BFB Oil/Water Separator 14,652.00 36.5% 5,348.00 0.00 0.00 1 & 2 5,348.00

Parsons Brinckerhoff, Inc (DRPA-14-048) Patco Track Inspection 43,683.00 50.3% 21,994.13 0.00 0.00 1 & 2 21,994.13

STV Inc. (DRPA-11-094) Patco Fleet Rehab Support Services 88,282.00 87.1% 76,920.99 0.00 59,414.59 3 17,506.40 (DRPA-11-094) Task Order # TT4312 Franklin Square Station Reopening Cost & Ridership Study 34,902.00 92.8% 32,379.03 0.00 29,316.02 5 3,063.01 (DRPA-14-150) Phase 1- NJ Approach Spans & U.S. 130 Overpass Construction Monitoring Services 2,305,499.92 0.9% 21,835.71 1,975.70 0.00 1 19,860.01

A.P. Construction, Inc. (DRPA-12-010) PATCO Escalator Replacements at Woodcrest, 12th-13th & 15th-16th & Locust Stations 4,718,000.00 96.4% 4,547,500.00 349,075.00 4,115,110.00 18 83,315.00

Burns Engineering, Inc. (DRPA-12-011) Escalator Replacements at Woodcrest, 12th-13th & Locust Streets 718,383.00 96.3% 692,062.20 69,206.18 605,794.02 36 17,062.00

AECOM (Formerly DMJM & Harris, Inc.) (DRPA-11-094) Task Order # CM4512 WWB Design Structural Repairs- Towers & Stiffening Truss 65,518.31 27.3% 17,867.48 0.00 0.00 1 17,867.48

Remington & Vernick Engineers, Inc. (DRPA-11-094) BFB Miscellaneous ROW Repairs 42,647.40 53.0% 22,593.03 0.00 21,365.88 6 1,227.15 (DRPA-11-094) Task Order # EM4210 BFB Standpipe Repairs - Phase II 95,100.00 71.1% 67,590.35 0.00 61,929.08 15 5,661.27

SunGard Recovery Services (DRPA 10-135) System Disaster Recovery Services 04/01/2011 - 03/31/2016 225,240.00 82.7% 186,219.50 0.00 178,173.50 VARIOUS 8,046.00

1 ARTICLE XII-C, SECTION 5 SUMMARY OF AUTHORIZED CONTRACT AND ENGINEERING PAYMENTS BRIDGES AND PATCO SYSTEM May 20, 2015

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

LAZ Parking (DRPA-13-095) Temporary Toll Collectors 2,826,951.00 41.7% 1,178,166.32 0.00 1,075,633.45 VARIOUS 102,532.87

Benefit Harbor, LP (DRPA-14-104) Benefits Consulting Services 242,934.12 6.7% 16,224.69 0.00 5,404.86 VARIOUS 10,819.83

Watts Window Cleaning & Janitorial Co. (DRPA-13-091) Custodial Services 777,612.00 42.6% 330,983.77 0.00 311,053.92 1732 19,929.85

Canon Financial Services, Inc. (DRPA-11-027) Canon Copier Equipment - Lease Payment 382,260.00 61.7% 235,727.00 0.00 229,356.00 14737033 6,371.00 (DRPA-11-027) Canon Copier Equipment - Uniform Software Payment 73,669.20 63.4% 46,722.16 0.00 45,494.34 14753712 1,227.82

Networkfleet, Inc. (DRPA-13-085) Fuel Management System Upgrade GPS 123,479.20 79.4% 98,076.61 0.00 68,155.65 VARIOUS 29,920.96

TransTech Management, Inc. (DRPA-14-097) PATCO Yellowbook Management Audit 311,370.00 25.8% 80,400.45 0.00 0.00 1 & 2 80,400.45

Interstate Mobile Care (DRPA-14-103) DOT CDL & FTA Physicals 540,000.00 3.6% 19,407.00 0.00 17,534.00 13066 1,873.00

Bowman & Company LLP (DRPA-14-158) Audit of Financial Statements 499,000.00 18.0% 90,000.00 0.00 0.00 66401 90,000.00

Total Contract and Engineer Payments $1,279,788.13

2 ATTACHMENT 1 FINANCE

REVENUE AUDIT

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

2014 2015 Cash Revenue $6,428,964.32 $6,618,774.63 ETC Revenue $13,519,823.25 $14,754,361.50 Total Revenue $19,948,787.57 $21,373,136.13 Non ETC Traffic 1,180,819 1,219,776 ETC Traffic 2,028,690 2,185,484 Total Traffic 3,209,509 3,405,260 REPORT OF THE CHIEF EXECUTIVE OFFICER ATTACHMENT 2 PERSONNEL ACTIONS DELAWARE RIVER PORT AUTHORITY ACTIONS OF THE CHIEF EXECUTIVE OFFICER COMMISSION MEETING MAY 20, 2015 ARTICLE XII-A ATTACHMENT 2

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

APPOINTMENTS Patricia R. Busarello Administrative Secretary Eff: 04/13/15 Administration Division Human Resource Services (OPC)

Sonia L. Inman HRS Specialist, HRIS Eff: 04/13/15 Administration Division Human Resource Services (OPC)

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION Mortique N. Hill From: Toll Collector To: Acting Plaza Supervisor Operations Division Operations Division Bridge/Toll (BFB) Bridge/Toll (CBB) Eff: 04/04/15 to 05/29/15

Daniel J. Auletto From: Bridge Director - WWB & CBB To: Acting Chief Operating Operations Division Officer Bridge Director’s Office (WWB) Operations Division Office of the COO (OPC) Eff: 04/18/15 to 10/16/15

Anthony LaZar From: Building Services Clerk To: Acting Supervisor, Mailroom Administration Division Administration Division Mailroom (OPC) Mailroom (OPC) Eff: 04/18/15 to 05/01/15

Thomas A. Merryman From: Maintenance Technician To: Acting Maintenance Operations Division Foreman Construction & Maintenance (WWB) Operations Division Construction & Maintenance (WWB) Eff: 04/18/15 to 10/16/15

William W. Nelson From: Maintenance Foreman To: Acting Construction & Operations Division Maintenance Manager Construction & Maintenance (WWB) Operations Division Bridge Director’s Office (WWB) Eff: 04/18/15 to 10/16/15 Actions of the Chief Executive Officer Commission Meeting of 05/20/15 Page 2 of 2

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION - continued Lawrence J. Walton, Jr. From: Construction & Maintenance To: Acting Bridge Director - Manager WWB & CBB Operations Division Operations Division Bridge Director’s Office (WWB) Bridge Director’s Office Eff: 04/18/15 to 10/16/15

PROMOTIONS Erin M. Watterson From: Administrative Secretary To: EEO Specialist Operations Division Administration Division Bridge Director’s Office (BRB) Business Development & Equal Opportunity (OPC) Eff: 04/18/15

INTERAGENCY PROMOTION to PATCO - from DRPA - None

INTERAGENCY TRANSFERS to PATCO - from DRPA - None

INTERAGENCY TRANSFERS to DRPA - from PATCO - None

TRANSFERS - DEPARTMENTAL - None

RETIREMENTS Michael P. Jordan Police Officer Eff: 04/03/15 Public Safety Division Public Safety (BFB)

Joseph A. Zito Sergeant of Police Eff: 04/24/15 Public Safety Division Public Safety (BFB)

RESIGNATIONS Amy D. Jackson Dispatcher Eff: 04/03/15 Public Safety Division Public Safety - Administration (BFB)

Robert J. Stewart Toll Collector Eff: 04/10/15 Operations Division Bridge/Toll (WWB)

DECEASED - None

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

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

Purchase Order P15L0020, Mistras Group Inc. Princeton Junction, NJ. Purchase Contract to Monitor Data of BFB Suspension Cables. Contract Value: $19,350.00 (Sole Source).

Purchase Order P15P0135, Henke Manufacturing. Leavenworth, KS. Purchase Contract for 10 Foot Snow Plow. Contract Value: $14,222. (Low Bid of 1, 5 Vendors Solicited).

Purchase Order P15L0021, Transpo Industries Inc. New Rochelle, NY. Purchase Contract for Replacement Parts for Attenuator System at BRB. Contract Value: $14,860.00 (Sole Source).

Purchase Order P15P0156, Franklin Electric Co. Moorestown, NJ. Purchase Contract for P&K Light Pole Parts for WWB. Contract Value: $12,014.50 (Low Bid of 1, 6 Vendors Solicited).

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

None

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

None

Re: Article XII-C, Section 5

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

Contracts and Engineers: $1,279,788.13

2015 CAPITAL BUDGET

2015 Capital Budget – Realignment of Funds – From Schedule D: PATCO Miscellaneous Projects & Equipment – Watt St Pump Room Controller Replacement D15008 to Schedule D: PATCO Miscellaneous Projects & Equipment – Electrical Substation Upgrades D14007. This Funding Will be Used to Replace and Upgrade Antiquated Equipment in Electrical Substations. A Mini Power Zone Transformer will be installed. Budget Amount: $2,713.00.

May 20, 2015 1 REPORT OF THE CHIEF EXECUTIVE OFFICER ATTACHMENT 4 RISK MANAGEMENT & SAFETY DELAWARE RIVER PORT AUTHORITY INTEROFFICE COMMUNICATION

To: Toni P. Brown, Chief Administrative Officer

From: Marianne Staszewski, Director Risk Management & Safety

Subject: Risk Management & Safety April Activity Report

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

Contractor Meetings Attended By Risk Management & Safety DRPA CONTRACT DATE CONTRACTOR NO. PROJECT/WORK AREA 4/2 BFB – 37-2013 5th Street tunnel pre-bid meeting 4/7 WW-23-2015 Pre-proposal meeting for Construction Monitoring Services 4/15 IEW Construction BR-15-2012 Project progress meeting - resurfacing project Remington 4/28 Vernick BF-41-2014 Pre-Bid meeting – BFB Chillers

Safety Meetings Attended By Safety Specialists * attended by Director of Risk Management DATE NAMEOFMEETING 4/2, 4/30 Bi-weekly conference call with Safety & Construction & Maintenance Supervisors and Fleet Managers 4/6 * Staff meeting with Safety Specialists & Director of Risk Management regarding 2015 training initiatives 4/7, 4/13, 4/22, 4/29 Meeting with Safety Staff and C&M Managers regarding 2015 Safety Department Training Meeting with Safety Specialists, Director of Risk Management & Purchasing regarding AED supplies 4/16 * and the Safety Shoe contract 4/13 * Monthly Risk Management & Safety Staff meeting with CAO 4/20 * Central Safety & Health Committee meeting 4/22 Monthly Programs & Activities Subcommittee meeting 4/29 * Monthly staff meeting with the Director of Risk Management 4/29 * Monthly Bridge Directors meeting with Risk Management, Safety and Fleet Management 4/30 Meeting with OPC Fire Captains

Risk Management Meetings Attended By Risk Management Weekly conference call on OCIP litigated claims with AIG claim representatives, TSIB and defense 4/6, 4/16,4/27 counsel 4/6 Bridge Property Proposal meeting with Aon and CAO 4/13 Senior Staff meeting regarding ERP Process Changes 4/14 Conference call with TSIB and CAO regarding expiring OCIP administration agreement 4/15 Conference call with AIG claim adjusters and defense counsel regarding an OCIP claim Meeting with staff from Legal, Claims Administration and HRS regarding the DRPA Drug & Alcohol 4/22 Policies Summary of Settlement conference call with the Acting General Counsel, Associate General Counsel 4/24 and outside defense counsel regarding a PATCO slip and fall claim 4/27 Conference call with Aon regarding the Workers’ Compensation physical audit by Safety National Meeting with staff from Legal, Claims Administration, PATCO and Bridge Ops for the final review of the 4/28 drafted Return to Work Policy

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

Training Coordinated or Conducted by DRPA Safety - * Attended By Risk Management & Safety DATE TYPEOFTRAINING 4/1 Workplace Violence Awareness Training CBB and BRB Monthly Mandatory OSHA Training “Powered Platforms, Man lifts, and Vehicle-Mounted Work 4/6 Platforms” conducted by DRPA Safety staff at the BFB 4/8 Monthly Mandatory OSHA Training “Tool Safety” conducted by DRPA Safety staff at the WWB 4/9 Monthly Mandatory OSHA Training “Tool Safety” conducted by DRPA Safety staff at the CBB 4/13 New Hire Safety Orientation conducted by DRPA Safety 4/14 New Hire Safety Orientation conducted by DRPA Safety 4/16 Defensive Driving Training conducted by DRPA Safety at the OPC Monthly Mandatory OSHA Training “Tool Safety” conducted by DRPA Safety staff at the BFB and 4/17 BRB 4/23 Safety training conducted by DRPA Safety for Engineering Team

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

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

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

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

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

 Safety Specialist updated the Risk Management & Safety e.net page with the monthly safety tip for April; “Distracted Driving”.

2 REPORT OF THE CHIEF EXECUTIVE OFFICER ATTACHMENT 5 AFFIRMATIVE ACTION REPORT DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

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

1 Director, Government Relations 1 2 Director, Information Services 1 3 Police Chief 1 4 Bridge Directors 2 5 Director, Human Resource Services 1 6 Director, Risk Management & Safety 1 7 Manager, Construction & Maintenance 1 8 Manager, Planning & Design 1 9 Captain of Police 1 10 Director, Homeland Security & Emergency Management 1

1 Construction & Maintenance Manager 1 3 2 Fleet Shop Manager - North 1 3 Fleet Shop Manager - South 1 4 Manager, Budget/Financial Analysis 1 5 Manager, Capital Grants 1 6 Manager, Community Relations & Corporate Communications 1 7 Manager, Contract Administration 1 8 Manager, Customer Service 1 9 Manager, Government Relations 1 10 Manager, Payroll 1 11 Manager, Procurement, Records & Stores 1 12 Manager, Production Systems 1 13 Manager, Revenue Audit 1 14 Manager, Special Projects 1 15 Toll Manager 1 1

Page 1 of 7 As of MAY 7, 2015 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

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

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

OFFICIALS & MANAGERS (Total By State) 2 42 19

TOTAL OFFICIALS & MANAGERS 63

1 Lieutenant of Police 4 2

1 Plaza Supervisor 1 13 10

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

1 Project Manager, HS & EM 1 2 Administrator, Compensation/HRIS 1 3 Administrator, Employee Relations, Programs & Policies 1 4 Administrator, Training & Employee Development 1 5 Associate Engineer 3 6 Claims Administrator 1 1 7 Construction Contract Compliance Specialist 1

Page 2 of 7 As of MAY 7, 2015 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

8 HRS Administrator 1 9 Payroll Administrator 1 10 Accountant 1 1 11 Auditor 1 2 12 Budget Analyst 1 13 Project Analyst 1 14 Contract Administrator 1 15 Financial Analyst 1 16 Safety Specialist 1 1 17 Technical Support Administrator & Environmental Coordinator 1

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

PROFESSIONALS (Total By State) 2 54 33

TOTAL PROFESSIONALS 89

1 Police Officer 2 71 22

1 Corporal of Police 12 2

1 Sergeant of Police 1 17 5

SERVICE WORKERS (Total By State) 3 100 29

TOTAL SERVICE WORKERS 132

1 HVAC Technician 7 2

1 Auto Technician 11 1

Page 3 of 7 As of MAY 7, 2015 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

1 Electrical Technician 17 6

1 Construction & Maintenance Mechanic 3 34 9

1 Maintenance Technician 33 8

1 Fleet Service Mechanic 3 2

CRAFT WORKERS (SKILLED) (Total By State) 3 105 28

TOTAL CRAFT WORKERS (SKILLED) 136

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

TECHNICIANS (Total By State) 1 17 2

TOTAL TECHNICIANS 20

1 Executive Assistant to the CEO 1 2 Executive Legal Secretary 1 3 Legal Assistant 1 4 Customer Service/Community Relations Coordinator 1 5 Executive Secretary 1 6 Legal Secretary 2

1 Sr. Accounting Clerk 1

Page 4 of 7 As of MAY 7, 2015 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

2 Accounting Clerk 1 1 3 Central Stores Clerk 1 4 Data Base Clerk 2 5 Administrative Clerk (Revenue Audit) 1 6 Building Services Clerk 3 1 7 Dispatcher 11 3 8 File Clerk 1 9 Purchasing Clerk 1 1 10 Media Specialist 1

1 Administrative Secretary 9 4

1 Revenue Auditor 1 4 1

1 Toll Collector 39 20

1 Revenue Operations Clerk 2 1

OFFICE & CLERICAL (Total By State) 1 79 37

TOTAL OFFICE & CLERICAL 117

TOTAL EMPLOYEES BY STATE 12 397 148

TOTAL DRPA EMPLOYEES - 557 SUMMARY (Employee Class)

NON-REP 5 122 64

191

Page 5 of 7 As of MAY 7, 2015 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

IUOE 3 157 52

212

Page 6 of 7 As of MAY 7, 2015 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

IBEW 1 18 3

22

FOP 3 100 29

132

Page 7 of 7 As of MAY 7, 2015 PATCO EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

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

OFFICIALS & MANAGERS (Total By State) 0 55 6

TOTAL OFFICIALS & MANAGERS 61

1 Project Manager, Technical 1 2 Fare Collection System Analyst 1 3 Safety Specialist 1 1 4 Administrative Coordinator to GM 1 5 Administrative Coordinator 1 6 Purchasing Specialist 2

PROFESSIONALS (Total By State) 0 6 2

TOTAL PROFESSIONALS 8

Page 1 of 3 As of May 7, 2015 PATCO EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

1 Train Operator 1 46 8

OPERATIVES (SEMI-SKILLED) (Total By State) 1 46 8

TOTAL OPERATIVES (SEMI-SKILLED) 55

1 Custodian 25 8

SERVICE WORKERS (Total By State) 0 25 8

TOTAL SERVICE WORKERS 33

1 Storekeeper 5 2 Accounting Clerk 2 3 Payroll Clerk 1 4 Administrative Secretary 4 1 5 Purchasing Clerk 1 6 Customer Service Agent 3 1 7 Customer Service Agent/Traffic Checker 1 1 8 Data Entry Clerk 1 9 Revenue Collector 1 1

OFFICE & CLERICAL (Total By State) 0 18 5

TOTAL OFFICE & CLERICAL 23

1 Electronic Technician 1 17 2 Machinist 1/C 2 3 Machinist 1/C Tool Maker 1 4 Maintenance Mechanic 1/C 1 1 5 Mechanical & Structural Technician 12 1 6 Maintainer 20 5 7 Equipment Electrician 4 3 8 Equipment Electrician A/C 4 9 Machine Operator 1/C 3 10 Equipment Mechanic 20 1 11 Fare Collection Repairman 2 1 12 Grounds Keeper 2 13 Track Mechanic 17 5 14 Welder 1

CRAFT WORKERS (SKILLED) (Total By State) 1 106 17

Page 2 of 3 As of May 7, 2015 PATCO EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

TOTAL CRAFT WORKERS (SKILLED) 124

TOTAL EMPLOYEES BY STATE 2 256 46

TOTAL PATCO EMPLOYEES - 304 SUMMARY (Employee Class)

NON-REP 0 79 12

91

TEAMSTERS 2 177 34

213

Page 3 of 3 As of May 7, 2015 REPORT OF THE CHIEF EXECUTIVE OFFICER ATTACHMENT 6 LEGAL STATISTICS REPORT Matter Count Report by Matter Sub-Type

Date Range: 04/01/2015to 04/30/2015 by Open Date ; opendate: from 04/01/2015 up to 04/30/2015

Total Pending Opened In Closed In Matter Sub-Type Matters Range Range Contracts / Assignment 1 1 0 Contracts / Bid Protest 1 1 0 Contracts / Consulting 6 6 0 Contracts / License 1 1 0 Contracts / Non-Disclosure 1 1 0 Contracts / Purchase 2 2 0 Contracts / Real Estate Easement 1 1 0 Contracts / Real Estate Lease 1 1 0 Contracts / Real Estate Right of Entry 4 5 1 Contracts / Service 3 3 0 Contracts / Settlement 1 1 0 Contracts / Termination 0 1 1 Employment / ADA 6 6 0 Employment / Discipline 1 3 2 Employment / Short Term Disability 7 7 0 Employment / Workers' Compensation 13 13 0 Environmental / Certification 2 2 0 Financial / Bond Issues 1 1 0 Labor / Arbitration 1 1 0 Permits and Lic / 1 1 0 Personal Injury / Motor Vehicle 0 1 1 Personal Injury / Slip and Fall 5 5 0 Property Damage / 1 1 0

CaseTrack 05/05/2015 Page: 1 p nd I l sd ITtlPending Opened In Closed InTotal Matter Sub-Type Matters Range Range Property Damage / Facilities 1 1 0 Property Damage / Vehicle 1 1 0 Real Estate / Maintenance 1 1 0 RFP/Bid / Construction 2 2 0 RFP/Bid / Consulting Services 1 1 0 RFP/Bid / Service 1 1 0 Right to Know / Open Public Records 1 1 0 Safety / Policies & Procedures 0 1 1 Subpoena / Individual Testimony 1 2 1 32 Items 69 76 7

CaseTrack 05/05/2015 Page: 2 CFO REPORT DRPA DASHBOARD YEAR TO DATE SUMMARY SHEET CURRENT MONTH REPORTING MONTH: FEBRUARY 2015 YEAR TO DATE AVERAGE TARGET DRPA Bridge Traffic % of Budget Target Variance Current Month 103.60% 100%-105% ON TARGET 103.60% Year to Date Average 102.98% 100%-105% ON TARGET 102.98%

50% 60% 70% 80% 90% 100% 110% DRPA Bridge Revenue % of Budget Target Variance Current Month 105.71% 100%-110% ON TARGET 105.71% Year to Date Average 104.82% 100%-110% ON TARGET 104.82%

50% 60% 70% 80% 90% 100% 110% DRPA Operating Budget % of Budget Target Variance Current Month 93.40% 95%-100% -1.60% 93.40% Year to Date Average 78.65% 95%-100% -16.36% 78.65%

50% 60% 70% 80% 90% 100% 110% DRPA Capital Budget % of Budget Target Variance Current Month 79.52% 95%-100% -15.48% 79.52% Year to Date Average 46.37% 95%-100% -48.63% 46.37%

30% 40% 50% 60% 70% 80% 90% 100% 110% PATCO Ridership % of Budget Target Variance Current Month 95.20% 96.5%-105% -1.30% 95.20% Year to Date Average 94.01% 96.5%-105% -2.49% 94.01%

50% 60% 70% 80% 90% 100% 110% PATCO Revenue % of Budget Target Variance Current Month 95.55% 100%-110% -4.45% 95.55% Year to Date Average 94.10% 100%-110% -5.90% 94.10%

50% 60% 70% 80% 90% 100% 110% PATCO Operating Budget % of Budget Target Variance Current Month 94.67% 95%-105% -0.33% 94.67% Year to Date Average 86.39% 95%-105% -8.61% 86.39%

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

Actual vs. Budget % of Budget Target Variance 100.93% Current Month 100.93% 100%-110% ON TARGET 109.73% Year to Date Average 109.73% 100%-110% ON TARGET

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

PATCO On Time Performance % of Budget Target Variance Current Month 97.02% 98%-100% -0.98% 97.02% Year to Date Average 96.98% 98%-100% -1.03% 96.98%

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

CONSULTATIVE AND DELIBERATIVE WORKPAPERS

DRPA/PATCO UNAUDITED FINANCIAL SUMMARY - May 2015 As of May 1, 2015

DRPA TRAFFIC / PATCO RIDERSHIP AND REVENUE

YEAR-TO-YEAR COMPARISON 2014 vs. 2015 YTD thru 2/28/15 2014 Actual 2015 Actual Year-to-Year Change % Change DRPA Traffic 6,648,560 6,949,027 300,467 4.52% DRPA Toll Revenues $ 41,434,880 $ 43,593,929 $ 2,159,049 5.21%

Average Toll $ 6.2322 $ 6.2734 $ 0.0412 0.66% Note: Snow impacted January and February 2014 2014 vs. 2015 YTD thru 3/31/15 2014 Actual 2015 Actual Year-to-Year Change % Change PATCO Ridership 2,433,013 2,426,262 (6,751) -0.28% PATCO Net Passenger Revenues $ 5,954,168 $ 5,970,365 $ 16,197 0.27%

Average Fare $ 2.4472 $ 2.4607 $ 0.013 0.55%

BUDGET VS. ACTUAL 2015 YTD thru 2/28/15 2015 Budget (2 mo) 2015 YTD Actual (2 mo) (Under) / Over Budget % (Under) / Over Budget DRPA Traffic 6,749,251 6,949,027 199,776 2.96% DRPA Toll Revenues $ 41,602,901 $ 43,593,956 $ 1,991,056 4.79% Note: Snow impacted January and February 2014 2015 YTD thru 3/31/15 2015 Budget (3 mo) 2015 YTD Actual (3 mo) (Under) / Over Budget % (Under) / Over Budget PATCO Ridership 2,547,762 2,426,242 (121,520) -4.77% PATCO Net Passenger Revenues $ 6,126,180 $ 5,970,365 $ (155,815) -2.54%

OPERATING EXPENSES - YTD March 31, 2015

BUDGET VS. ACTUAL 2015 YTD thru 3/31/15 2015 YTD Budget 2015 YTD Actual (Under) / Over Budget % (Under) / Over Budget DRPA Budget $ 22,257,079 $ 18,071,088 $ (4,185,991) -18.81% PATCO Budget $ 14,759,540 $ 13,066,831 $ (1,692,709) -11.47% Total $ 37,016,619 $ 31,137,919 $ (5,878,700) -15.88%

2015 YTD thru 3/31/15 2015 YTD Budget 2015 YTD Actual Under / (Over) Budget % Under / (Over) Budget PATCO Subsidy $ (8,633,360) $ (7,096,466) $ 1,536,894 17.80%

TOTAL CAPITAL EXPENDITURES 2014 vs. 2015 YTD (in millions) March YTD Funding Source 04/30/2014 Actual 04/30/2015 Actual Year-to-Year Change % Change Project Fund Drawdowns $ 23.6 $ 17.3 $ (6.3) 0% Economic Development $ - 0% General Fund $ - $ - 0% Total Capital Expenditures - Major Projects $ 23.6 $ 17.3 $ (6.3) -26.7%

Increase in expenditures since last month $ 1.6 million

(CAPITAL) PROJECT FUND BALANCE Estimated Balance as of 04/30/15 222.5$ million

Decrease in project fund balances since last month $ 1.6 million

*Project fund consists of proceeds from the December 2013 revenue bond issuance. $348.8 million in net proceeds (after costs of issuance, debt reserve fund requirements and reimbursement to the General Fund (per the Board's Resolution #12-051:Reimbursement of Expenditures Resolution). $126.5 million in proceeds used to fund December 2013's through April's 2015's capital expenditures.

ESTIMATED GENERAL FUND BALANACE Estimated Balance as of 4/30/15 $ 468.4 million

Est. Change from previous month 3.2$ million - increase since 3/31/2015 *includes receipt of $4.3 million repayment of Victor Loans loan CONSULTATIVE AND DELIBERATIVE WORKPAPERS

DRPA/PATCO UNAUDITED FINANCIAL SUMMARY - May 2015 As of May 1, 2015

DRPA TRAFFIC / PATCO RIDERSHIP AND REVENUE TOTAL DRPA BOND DEBT (in thousands of dollars) 1/1/2016 Outstanding Bond Issues 02/28/15 02/28/14 Maturities 2008 Rev. Refunding Bonds $ 270,180 $ 287,800 $ (18,575) 2010 Rev. Refunding Bonds 316,955 337,255 (21,460) 2010 Revenue Bonds 308,375 308,375 0 2013 Revenue Bonds 476,585 476,585 0 Total Senior (Revenue) Bonds $ 1,372,095 $ 1,410,015 $ (40,035)

1998 A&B Port District Project Bonds - - 0 1999 A Port District Project Bonds 24,010 $ 27,675 (3,945) 1999 B Port District Project Bonds - - 0 2001 A Port District Project Bonds - - 0 2001 B Port District Project Bonds - - 0 2012 Port District Project Refunding Bonds 141,440 147,240 (6,030) Total Subordinated Bonds $ 165,450 $ 174,915 $ (9,975) Total Debt Outstanding 1,537,545$ 1,584,930$ $ (50,010)

TOTAL BOND DEBT BY TYPE As of 2/28/15 (in thousands of dollars)

Bond Ratings Principal Outstanding % of Total (Moody's/S&P) Fixed Rate Bonds 950,410 $ 950,410 61.8% see below Variable Rate Bonds 587,135 38.2% see below Total Debt $ 1,537,545 100.0%

Revenue Bonds $ 1,372,095 89.2% A3 stable/ A positive PDP Bonds 165,450 10.8% Baa3 stable / BBB positive Total Debt $ 1,537,545 100.0%

S&P upgraded DRPA Revenue and PDP Bonds in Nov. 2013 to A and BBB positive. In December 2014, S&P affirmed these ratings. Moody's moved all DRPA bonds to stable outlook in Nov. 2012 Letter of Credit O/S Principal Outstanding Letter of Credit Banks Principal Outstanding (est.) Expiration Date 2008 Rev. Ref. Bonds Series A $ 274,887 Bank of America $ 130,214 7/22/16 Series B TD Bank 144,672 12/31/17 2010 Rev. Ref. Bonds Series A 322,476 Royal Bank of Canada $ 138,204 3/18/16 Series B Barclay's Bank 138,204 3/20/15 Series C Bank of New York Mellon 46,064 3/18/16 Total Variable Debt $ 597,363 $ 597,357

KEY 2013/2014 FINANCE PLAN ACTIONS

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. Barclays agreed to extend the LOC to March 20, 2018, at a reduced facility rate of 7.5 basis points - expected $ 95k reduction in annual fees. 6. Swap Novation - Documents related to swap novation have been signed with TD Bank, Wells Fargo. Total Swap Valuation -4/30/2015 (in millions) Original Notional Current Notional Amount Amount Active Swaps* MTM Value Change from 2/28/15 Est. Change from 12/31/14 $811 $587 ($156.9) $2.7 $2.3

*Current Notional Amounts: 1995 Revenue Bond swap currently $270.2 million; 1999 swap $317.0 million. 1 DELAWARE RIVER PORT AUTHORITY

2

3 BOARD MEETING

4

5 One Port Center 6 2 Riverside Drive Camden, New Jersey 7 Wednesday, April 15, 2015 8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

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

1 PRESENT

2

3 Pennsylvania

4 Ryan Boyer, Chairman Antonio Fiol-Silva 5 Elinor Haider Rohan K. Hepkins 6 John Lisko, Esquire (for Acting State Treasurer Christopher Craig - via telephone) 7 Marian Moskowitz Whitney R. White 8 John Dougherty (for Auditor General Eugene DePasquale)

9 New Jersey 10 Jeffrey Nash, Esq., Vice Chairman 11 Charles Fentress Denise Mason (via telephone) 12 Albert Frattali E. Frank DiAntonio 13 Richard Sweeney Tamarisk Jones 14

15 DRPA Staff

16 John Hanson, Chief Executive Officer Michael Conallen, Deputy Chief Executive Officer 17 Kristen Mayock, Acting General Counsel & Acting Corporate Secretary 18 Stephen Holden, Deputy General Counsel Gerald Faber, Assistant General Counsel 19 Kathleen Vandy, Assistant General Counsel Richard J. Mosback, Jr., Assistant General Counsel 20 James White, Chief Financial Officer Toni Brown, Chief Administrative Officer 21 Michael Venuto, Chief Engineer William Shanahan, Director, Government Relations 22 John Rink, General Manager, PATCO

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

1 DRPA Staff (continued)

2 Jack Stief, Chief, Public Safety David Aubrey, Acting Inspector General 3 Kevin LaMarca, Director, Information Services Mark Lopez, Manager, Government Relations 4 Barbara Holcomb, Manager, Capital Grants Susan Squillace, Manager, Procurement & Stores, 5 DRPA/PATCO Hoard Korsen, Manager, Contract Administration 6 Dan Auletto, Bridge Director, Walt Whitman & Commodore Barry Bridges 7 Mike Williams, Acting Manager, Corporate Communications & Community Relations 8 Fran O'Brien, Manager, Corporate Communications & Community Relations 9 Sgt. Mike Reher, Police Bridge Supervisor, Public Safety 10 Mike Howard, Senior Engineer, Planning & Design Vijay Pandya, Principal Engineer 11 Steve Reiners, Fleet Manager, Walt Whitman Bridge Heather Norris, Station Supervisor, PATCO 12 Maria Mondile, Manager, Customer & Community Relations 13 Telete Garrison, Administrative Coordinator, Customer & Community Relations 14 Laura Sadler Hunter, Customer Service Coordinator Mike DiGiamberardino, Reproduction Technician 15 Patrick Fabbroni, Construction & Maintenance Mechanic William Sutherland, Construction & Maintenance 16 Mechanic, Betsy Ross Bridge Larry Walton, Construction & Maintenance Manager, 17 Walt Whitman Bridge Sheila Milner, Administrative Coordinator 18 Elizabeth McGee, Administrative Coordinator Lisa D'Archangelo, Legal Secretary 19 Nancy Farthing, Executive Assistant to the CEO Dawn Whiton, Administrative Coordinator to the CEO & 20 Deputy CEO

21

22

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

1 Others Present

2 Tyler Yingling, Esq., New Jersey Governor's Authorities Unit 3 Obra Kernodle, Deputy Chief of Staff, Pennsylvania Governor's Office 4 Dione Frith, Assistant to Chairman Boyer David Dix, Assistant to Chairman Boyer 5 Victoria Madden, Chief of Staff for Auditor General Eugene DePasquale (via telephone) 6 David Rapauno, Esq., Archer & Greiner (New Jersey Counsel) 7 Alan Kessler, Esq., Duane Morris (Pennsylvania Counsel) 8 Stephanie Kosta, Esq., Duane Morris (Pennsylvania Counsel) 9 Michael Mustokoff, Esquire, Duane Morris Dan Walworth, Esquire, Duane Morris 10 Tara Chupka, Assistant to John Dougherty Tony DeSantis, Citizens Advisory Committee 11 Arnold Alston, Wells Fargo Craig Hrinkevich, Managing Director, 12 Wells Fargo Securities Lauri Plante, CCI Consulting 13 Michael Von Lange, ARVA Robert Schiller, AmeriHealth Casualty 14 Adrienne Thomas Frank Keel 15 Tony DeSantis, Citizens Advisory Committee Nicole Lewis, Multiple Sclerosis Society 16

17

18

19

20

21

22

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

1 INDEX

2 Page

3 Swearing in of New Commissioner 9

4 Roll Call 10 5 Report of the CEO - April 2015 11 6 Report of the CFO 28 7 Key Performance Indicators 8 Approval of March 18, 2015 Board Meeting 35 9 Minutes and Approval of April 1, 2015 Special Telephonic Board Meeting Minutes 10 Monthly List of Payments - Covering Month of 36 11 March 2015 and Monthly List of Purchase Orders and Contracts of March 2015 12 Unaudited Financial Statements for December 31, 36 13 2014

14 Approval of Finance Committee Minutes of 37 April 1, 2015 15 Adopt Resolutions Approved by Finance Committee 37 16 of April 1, 2015:

17 DRPA-15-034 OPC Network Switch Replacement

18 DRPA-15-035 Disaster Recovery and Business Continuity Planning Services 19 DRPA-15-036 Renewal of DRPA/PATCO Commercial 20 Non-Bridge Property Policy

21 DRPA-15-037 Broker/Consultant for Health & 22 Welfare Program

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

1 INDEX 2 (continued) 3 Page 4 DRPA-15-038 Exercise of Option Year for Third 5 Party Administrator for DRPA & PATCO Workers" Compensation 6 General Liability and Bodily Injury Claims 7 Approval of Audit Committee Minutes of 39 8 April 1, 2015

9 Approval of Operations & Maintenance Committee 40 Minutes of April 8, 2015 10 Adopt Resolutions Approved by Operations & 41 11 Maintenance Committee of April 8, 2015:

12 DRPA-15-039 U.S. Route 130 Bridge Replace- ment over Raccoon Creek 13 DRPA-15-040 Sole Source Contracts for 14 Construction & Construction Monitoring Services of Ramp D 15 Roadway Restoration at the Betsy Ross Bridge 16 DRPA-15-041 Federal Transit Administration 17 Section 5307/5340 Grant Application 18 DRPA-15-042 Federal Transit Administration 19 Section 5337 Grant Application (formerly 5309) 20 DRPA-15-043 Public Safety Radio Five (5) 21 Year Replacement Project (Year #3) 22

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

1 INDEX 2 (continued) 3 Page 4

5 DRPA-15-044 Right of Entry and Related Agreements with the Holt 6 Logistics Corp. for Access to DRPA Property at the 7 Walt Whitman Bridge

8 DRPA-15-045 Guided Technical Tours of DRPA Bridge Facilities 9 Adopt Resolution Approved by Labor Committee of 42 10 April 8, 2015:

11 DRPA-15-046 Organizational Structure and Staffing Resource Analysis 12 Approval of Labor Committee Minutes of April 8, 43 13 2015

14 Unfinished Business 44

15 New Business 48

16 DRPA-15-047 Consideration of Pending DRPA Contracts (Between $25,000 and 17 $100,000)

18 DRPA-15-048 Provision of Loan Guaranty to the Home Port Alliance 19 (Battleship New Jersey)

20 Citizens Advisory Committee 49

21 Public Comment - Nicole Lewis, MS Society 52

22 Executive Session 55

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

1 Open session 55 2 Adjournment 56 3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

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

1 PROCEEDINGS

2 (9:16 a.m.)

3 CHAIRMAN BOYER: The meeting will now come to

4 order. I would ask for everyone to please rise for a

5 moment of silence and then the pledge to the American

6 flag.

7 (Pledge of Allegiance)

8 CHAIRMAN BOYER: I'd like to ask the acting

9 corporation secretary to come forward to administer

10 the oath of office to the new commissioner.

11 I would like to welcome you to the Board,

12 Antonio. I've talked to you a lot, but never saw you.

13 COMMISSIONER FIOL-SILVA: I'm the new pledge.

14 MS. MAYOCK: So if you would raise your right

15 hand and repeat after me.

16 (Oath administered)

17 CHAIRMAN BOYER: Antonio, we look forward to

18 great things for you. I've read your resume and it's

19 good to meet you.

20 COMMISSIONER FIOL-SILVA: Thank you.

21 CHAIRMAN BOYER: I would like to call the

22 meeting to order, the Board meeting of the Delaware

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

1 River Port Authority, and I would like to ask the

2 corporate secretary for roll call.

3 MS. MAYOCK: Chairman Boyer?

4 CHAIRMAN BOYER: Present.

5 MS. MAYOCK: Vice Chairman Nash?

6 VICE CHAIRMAN NASH: Here.

7 MS. MAYOCK: General DePasquale?

8 MS. MADDEN: He is on his way. This is Vicci

9 Madden, his chief counsel.

10 MS. MAYOCK: Thank you, Vicki.

11 Commissioner Fiol-Silva?

12 COMMISSIONER FIOL-SILVA: Present.

13 MS. MAYOCK: Commissioner Haider?

14 COMMISSIONER HAIDER: Here.

15 MS. MAYOCK: Commissioner Hepkins?

16 COMMISSIONER HEPKINS: Present.

17 MS. MAYOCK: Commissioner Lisko?

18 COMMISSIONER LISKO: Present.

19 MS. MAYOCK: Commissioner Moskowitz?

20 COMMISSIONER MOSKOWITZ: Present.

21 MS. MAYOCK: Commissioner White?

22 COMMISSIONER WHITE: Here.

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

1 MS. MAYOCK: Commissioner Dougherty?

2 COMMISSIONER DOUGHERTY: Present.

3 MS. MAYOCK: Commissioner DiAntonio?

4 COMMISSIONER DiANTONIO: Here.

5 MS. MAYOCK: Commissioner Fentress?

6 COMMISSIONER FENTRESS: Here.

7 MS. MAYOCK: Commissioner Frattali?

8 COMMISSIONER FRATTALI: Here.

9 MS. MAYOCK: Commissioner Jones?

10 COMMISSIONER JONES: Here.

11 MS. MAYOCK: Commissioner Mason?

12 COMMISSIONER MASON: Here.

13 MS. MAYOCK: Commissioner Sweeney?

14 COMMISSIONER SWEENEY: Here.

15 MS. MAYOCK: Is Commissioner Taylor on the

16 line?

17 No, okay.

18 That is a quorum, sir.

19 CHAIRMAN BOYER: Thank you.

20 We're going to now have the report of Chief

21 Executive Officer John Hanson.

22 MR. HANSON: Thank you, Chairman Boyer. Good

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

1 morning, Commissioners.

2 On behalf of my colleagues, the staff at DRPA

3 and PATCO, I would like to welcome our new Board

4 member, Commissioner Antonio Fiol-Silva. Welcome,

5 Commissioner, on behalf of the staff. We look forward

6 to working with you. Your expertise and input will be

7 very valuable as we continue to make fiscal

8 responsibility, operational efficiencies, and

9 exemplary customer service a top priority. Thank you.

10 The following are recent examples of exemplary

11 stewardship demonstrated by DRPA and PATCO employees,

12 and I am extremely proud of their efforts. These good

13 stewards are here today and I'd like to ask you to

14 stand when I call your name.

15 Heather Norris, Station Supervisor, helped a

16 PATCO rider who got locked out of her car. The

17 customer wrote, "I ride PATCO daily into Philadelphia

18 for work. This morning, March 30 of 2015, I got to

19 the train station and parked my car. Before I

20 realized it, I accidentally locked the keys in the

21 car, along with all my belongings. I had no access to

22 anything in the car and no way to call anyone.

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

1 I used the emergency phone in the station and

2 asked the person on the other end to get me a

3 connection so I could call work and let them know that

4 I would be late. Heather then had to look up my

5 insurance company phone number so I could call for

6 lockout assistance. She went above and beyond what

7 you would expect these days. She was my angel today

8 and made what could have been a much worse situation

9 not so difficult. Help arrived in about 45 minutes.

10 My car was unlocked and I was able to get to work."

11 Thank you, Heather.

12 The administration division's efforts in

13 rebranding being led by Toni Brown and her

14 administration division staff have accepted my

15 challenge to lead the division in shaping, branding,

16 and rolling out the Authority's new stewardship

17 vision. I'd like to single out Mike Williams in our

18 corporate communications department for his design

19 work. He is working with a collaborative team that

20 includes members from administration, corporate

21 communications, IS, and finance as we move forward

22 with rebranding.

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

1 Some of the elements, a special logon message

2 to all employee computers, plasma screen updates,

3 poster signs and banners in all the facilities are

4 already in place. Others such as updates to our

5 website and new stationery and business cards are in

6 the works. You can see examples of these new designs

7 in the boardroom today and I'd ask Chief

8 Administrative Officer Toni Brown to say a few words

9 about that now.

10 MS. BROWN: Yes. Commissioners, as you can

11 see the wonderful banners that have been designed by

12 Mike Williams, the "Our Mission," as well as "Our

13 Vision," up in the front. We are taking these now to

14 business expos, and to job fairs, and to other events.

15 These were all designed by Mike Williams.

16 Mike, if you would please stand?

17 MR. WILLIAMS: I'm actually here.

18 MS. BROWN: Oh, here he is -- by Mike Williams

19 -- and also developed at our Walt Whitman Bridge

20 facility in our sign shop. So this is the kind of

21 talent that we have here at the Authority. As I said,

22 we'll be taking these on the road with us.

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

1 In addition, we have new stationery that has

2 been designed and we are going to pass this around so

3 that everybody can see the DRPA stationery and PATCO

4 stationery.

5 Every morning, when employees sign in, they

6 log into their email on their system, they now see our

7 vision statement. "Together we are world-class

8 stewards of public transportation assets. Working

9 collaboratively across all business units, we operate,

10 maintain, improve, and protect transportation

11 infrastructure for the benefit of the citizens we

12 serve throughout the Greater Philadelphia Region. We

13 are committed to building credibility, earning public

14 trust, and creating public value."

15 It is our hope that as employees see this

16 every morning, this will help to shape the work that

17 they do, the decisions that they make, and the

18 deliberations that they have.

19 Again, we have -- we are taking, replacing

20 this on many places. It's on plasma screens. The

21 vision statement and the mission statement are on

22 plasma screens throughout all of the facilities at the

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

1 DRPA and at PATCO. We have them on foam boards

2 throughout all of our facilities as a constant

3 reminder.

4 We also have the banner, as you can see over

5 here in back of you. The "Stewardship, Service,

6 Community," is the new tag line and replaces "We keep

7 the region moving." So we want to keep this in front

8 of the employees at all times.

9 We will be, starting on Friday, it will be on

10 everyone's paystub as a reminder that this is what we

11 are here to do. We're committed to stewardship,

12 service, and community.

13 Inside your packets -- each of you has a

14 packet in front of you that looks like this -- we have

15 provided you with a special edition notepad that we

16 had created and what we've carried out to meetings

17 again as a reminder because it has our vision

18 statement on it. It also has a reduced-size poster in

19 it that has the vision and the mission statement. The

20 employees have received larger sized posters that are

21 perfect for their offices and also for their

22 workstations.

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

1 We have designed a brochure that we are taking

2 with us that tells the public about projects that we

3 have underway and also reminds them of the mission and

4 the vision statement, and the new tag line.

5 On the left side is a form for each of you to

6 consider completing if you would like business cards.

7 You can return them to me or you can return them to my

8 assistant, Thaddeus, and we will work with our

9 in-house print shop to design your business cards for

10 you, but we want to make sure we know what address you

11 want on it and how -- what phone number you want

12 listed, and any other information that you have that

13 you might want on the card.

14 We have other initiatives that are underway

15 and I'll continue to come back to you and brief the

16 Board.

17 But I do want to say a special thank you again

18 to Mike Williams, who has done all of this wonderful

19 design work; also, to the IS department, which is led

20 by Kevin LaMarca -- if you would please stand, Kevin

21 -- the finance division, which is led by Jim White;

22 the print shop, which is just two individuals, Fritz

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

1 Sims is on vacation, but Mike DiGiamberardino is here

2 with us, today; and a special committee has been

3 developed and is working with me moving forward, and

4 that includes Ann DuVall and Thaddeus Abbott of my

5 office, as well as Telete Garrison and Maria Mondile

6 in the back, if they would please stand.

7 So we have a lot of work in front of us, but

8 we are making some great progress here and it's a

9 great opportunity to share with the Board what's been

10 done so far. Thank you.

11 MR. HANSON: Thank you, Toni.

12 C&M Mechanics Patrick Fabbroni and William

13 Sutherland, through our Motorist Assistance Program,

14 helped a motorist on the Walt Whitman Bridge. She

15 wrote, "This morning as I was crossing the Walt

16 Whitman Bridge, a rock flew out of a truck in front of

17 me, and there was not much I could do. I ended up

18 with a flat tire and was able to make it to the

19 opposite side of the bridge before the tolls.

20 "I was in the process of calling my roadside

21 assistance when Walt Whitman Bridge Director Dan

22 Auletto pulled up next to me and asked if I needed

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

1 help. Within five minutes, Patrick and William

2 arrived in a truck. They had my tire changed in no

3 time and got me back on the road. I was able to make

4 to work on time, which I never thought would be

5 possible.

6 "They were timely, informative, and friendly.

7 I greatly appreciated everything after the rough start

8 to my morning. Thank you and all the Port Authority

9 for your continued hard work."

10 Dan, if you would stand, too?

11 I'd like to highlight the ongoing exemplary

12 customer service provided by Maria Mondile, the

13 manager of customer relations, and her staff, Laura

14 Hunter and Telete Garrison. In 2014, they processed

15 approximately 16,000 customer calls. They provided

16 direct and personal service to more than 12,000

17 customers, primarily bridge and walkway users, E-Z

18 Pass account holders, and participants in DRPA's

19 Senior Citizen Discount Program, all of whom called or

20 emailed for assistance.

21 Our customer service staff resolves problems

22 and answers inquiries courteously and expediently.

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

1 They exemplify one of the main tenets of the new

2 Authority vision statement, our agency's commitment to

3 building credibility, earning public trust, and

4 creating public value. Thank you Maria, Telete, and

5 Laura.

6 The printing services department, as Toni

7 already mentioned, Printing Services Manager Fritz

8 Sims and Senior Reproductive Technician Mike

9 DiGiamberardino have met many challenges. The staff

10 has been reduced from five to two and they continue to

11 meet all of the Authority's printing needs. They also

12 continue to provide exemplary customer service to all

13 the departments at DRPA and PATCO.

14 One of their challenges has been, and

15 continues to be, to support the PATCO Ben Franklin

16 Bridge new track rehab project by producing

17 informational printed material for the public.

18 Since the beginning of this project, in

19 January 2014, our print shop has done 54 individual

20 jobs involving nearly 1/2 million total pieces to be

21 printed. Working together, these two committed

22 stewards have produced 38,000 PATCO train schedules

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

1 and nearly 2,000 east and westbound schedule station

2 signs. The job for the track rehab project is just

3 one of the 1,200 printing jobs produced in 2014.

4 Thank you, Mike. Thank you, Fritz.

5 The project team involved with the Walt

6 Whitman Bridge re-decking project, the Delaware River

7 Port Authority, AECOM, Urban Engineers, and American

8 Bridge Company were recognized with the honor award by

9 the American Council of Engineering Companies at the

10 44th Engineering Excellence Banquet. And to tell us

11 more about the honor award, Mike Venuto.

12 MR. VENUTO: Yes, thank you, John.

13 Good morning, Commissioners. I am proud to

14 share with you, with the Board of Commissioners, that

15 the American Council of Engineering Companies recently

16 honored the Walt Whitman Bridge deck rehabilitation

17 project with their honor award at their annual

18 banquet.

19 It honors -- it recognizes projects that

20 demonstrate creativity and excellence in our

21 profession and that have made a significant impact on

22 the public. The Walt Whitman Bridge deck rehab was

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

1 the final phase of the entire Walt Whitman Bridge

2 corridor rehabilitation. The project replaced the

3 existing suspension span grid deck with a lightweight

4 built grid deck, installed four new gantries, steel

5 encased movable barrier, new lighting, and new

6 drainage.

7 The multiyear project was completed in 2014,

8 at a budget of approximately $140 million. A project

9 of this magnitude takes great collaboration, great

10 teamwork, and the effort that was put in by this group

11 was recognized. Again, the team was AECOM, who was

12 the designer; Urban Engineers/URS Corporation (Joint

13 Venture) were the construction managers; American

14 Bridge Company, who was the contractor; and, of

15 course, our own staff. A project of this magnitude

16 touches the entire DRPA and PATCO organization, every

17 department.

18 So it was a good award, and a good honor, and

19 I'm proud to present that to you. As you can see, up

20 top, we have the certificate there, the foam board

21 with the ribbon on it that was presented to us. And

22 if I could just take one second and ask Dan, Larry,

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

1 and Mike just to stand up for a second -- or Dan,

2 Larry, and Vijay to stand up for one second. So,

3 Vijay was the engineering project manager. Larry is a

4 construction and maintenance manager at the Walt

5 Whitman Bridge. And, of course, Dan is the bridge

6 director. It couldn't have been possible without all

7 of their great efforts, so thank you.

8 MR. HANSON: Thanks, Mike.

9 Commissioners, under our bylaws, I'm required

10 to report each month actions that have been taken

11 under the CEOs emergency powers. All these actions

12 have also been approved by the chair and vice chair.

13 As a result of the tanker crash and fire at

14 the Betsy Ross Bridge, Ramp D, on February 23, 2015, I

15 approved work required for final roadway restoration.

16 DRPA does not have the necessary equipment and

17 manpower to perform the needed work. The emergency

18 contract authorization was approved to ensure that

19 repairs are made in a timely and effective manner.

20 The amounts required are as follows: $79,992

21 for design services, $588,761.90 for construction

22 services, $46,048 for construction monitoring

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

1 services; the total authorization, $714,801.90.

2 I also approved $25,000 for an emergency

3 repair to an 8-inch water main that feeds the Walt

4 Whitman Bridge facility, on March 26, 2015. This

5 water main is the primary feed and is needed to

6 operate the restrooms and to supply the water to the

7 boilers.

8 JPC Group, Inc., was called in due to the

9 location and depth of the pipe, which was such that

10 special equipment was needed. This main had

11 previously been repaired by JPC, who replaced 220 feet

12 of the 8-inch pipe and added a valve box and shut off

13 box. However, the existing pipe, part of the original

14 main, is in dire need of replacement in order to

15 control water loss, our property integrity, and

16 possibly the integrity of Ramp D.

17 That is the end of the emergency powers

18 report.

19 Finally, I'd like to ask Kevin LaMarca, of the

20 IS department, to give an update on our ERP project.

21 MR. LaMARCA: Good morning, Commissioners.

22

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

1 At last month's meeting, I gave you an

2 introduction about the project. Over the past month,

3 we've seen some significant progress. At the end of

4 March, the last 2 weeks of March, we completed IT1

5 testing, Integration1 testing. That's where our

6 integrator does the testing using the test scripts and

7 DRPA/PATCO staff watch over their shoulders. At the

8 end of this month we’ll begin IT2 testing. This is

9 five week period where DRPA/PATCO staff will perform

10 the testing using the scripts created by the

11 integrator. Staff will test the functionality of the

12 system.

13 Also, on an ongoing basis, we are continuing

14 our ERP briefings out to all the staff of DRPA and

15 PATCO to tell them about the project. We’re telling

16 them how it is going to impact and change their lives,

17 and change their processes going forward. That

18 process will continue through the months of June and

19 July. We will have some user acceptance testing and

20 then we'll continue with staff training through the

21 months of August and September. And our projected

22 date for going live is October 1st.

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

1 As of right now, the project is perfectly on

2 schedule.

3 MR. HANSON: Thanks, Kevin.

4 I know I said finally, but really finally I'm

5 going to ask Mike Venuto and John Rink to give an

6 update on the PATCO car overhaul project.

7 MR. VENUTO: The cars -- we had eight cars in

8 our Lindenwold shop. Over the last number of months,

9 we've been going through testing on our existing --

10 the cars on our existing rails. Over those months,

11 we've made a number of software modifications. We've

12 experienced some problems with our cab signal system

13 from the existing PATCO line. So we've been modeling

14 and working -- the contract is modeling and working in

15 the lab to identify those -- the issues that are

16 causing the cab flips and have done safety reviews on

17 the safety sensitive points in that software, also

18 simulating our own track surface in their lab.

19 The software has been rewritten and we have

20 been incorporating -- it has been incorporated into

21 our cars. We're currently testing those cars. We're

22 testing two car trains this week and then we'll be

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

1 testing an entire six-car train set this week.

2 Following that testing, we're making sure that all the

3 safety elements in the remaining cars, any changes to

4 be made to the software aren't affecting -- have any

5 negative effects on the six-car train.

6 Following those field tests, we're going to

7 collect all the data, validate that data to finalize

8 all the documentation and operations manuals to get

9 the cars in revenue service. Following the data

10 verification, we're moving all the test equipment from

11 the existing cars that are out there; level the cars,

12 clean the cars, and make preparation for final revenue

13 service.

14 MR. RINK: Just to add, along with that, we've

15 been finalizing with Alstom and our consultants all

16 the inspection and maintenance procedures and the

17 manuals for us to adequately maintain and inspect the

18 cars once they go into revenue service. That final

19 portion is in the final works with Alstom and will be

20 completed the same time that they validate the cab

21 flip software.

22 MR. HANSON: Thank you. That concludes my

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

1 verbal report. The written report stands as

2 submitted.

3 CHAIRMAN BOYER: Does anyone have any

4 additional questions for John? No additional

5 questions?

6 I'll entertain a motion to accept the CEO's

7 report.

8 COMMISSIONER DiANTONIO: So moved.

9 CHAIRMAN BOYER: Do I have a second?

10 COMMISSIONER FENTRESS: Second.

11 CHAIRMAN BOYER: Motion has been made and

12 seconded.

13 All those in favor?

14 ALL: Aye.

15 CHAIRMAN BOYER: All those opposed?

16 The motion carries.

17 Now, we'll have the report of the Chief

18 Financial Officer, Jim White.

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

20 Chair, Commissioners.

21 Before I review some of the financial

22 information that is part of your packet, I just wanted

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

1 to report on three things that we did speak to in the

2 minutes for the Finance Committee, but I think it's

3 appropriate that I inform the entire Board.

4 One of the Board resolutions relating to the

5 Barclays LOC transaction required that I provide a

6 report to the Finance Committee on the cost associated

7 with the Barclays LOC extension. I provided a report

8 to the Finance Committee. But, in summary, that LOC

9 transaction cost us $12,500. We're going to save

10 around $95,000 a year for the next 3 years, so I think

11 that's a pretty good return on that $12,500.

12 The second thing I reported to the Finance

13 Committee is that on March 31st, in compliance with

14 our compact, we sent out reports to the governors' --

15 what we call the governors' report. It goes out to

16 the governors and to the legislatures. It includes

17 the five-year capital plan, a strategic plan,

18 information budget versus actuals on audited contracts

19 over $100,000, and the unaudited financial statements

20 which are also included in your packet, today.

21 So I just wanted to inform you of that fact.

22 If anyone would like hard copies of that or electronic

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

1 copies, please just let me know after the meeting.

2 The third item, which is something we've been

3 spending a fair amount of time on probably over the

4 last six months. We're getting close to being able,

5 hopefully, to replace UBS as our counterparty on our

6 two swaps. We just have to sign off on a few

7 documents. But we believe probably by the next Board

8 meeting, we should have, hopefully, a successful

9 transaction where we have replaced UBS with one or two

10 new counterparties, which will put the DRPA's swap

11 portfolio in a much more secure position and give us a

12 lot more flexibility.

13 I just wanted to go through those three items.

14 Lisa, if you could take -- oh, I just wanted

15 to shout here to my buddy, Elizabeth McGee, who has

16 redone the presentation of this. I appreciate your

17 help there.

18 Last month, we went in pretty thorough detail,

19 hopefully for everyone, particularly for the new

20 commissioners. On this particular report that I sent

21 to the Finance Committee -- I'm not going to go into

22 as much detail on this, this month as I'm going to

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

1 focus primarily on the Dashboard with some brief

2 comments.

3 But, again, this summary gives you information

4 related to our debt, our swap information, status of

5 the project fund, and, of course, our year-to-date

6 information related to traffic, ridership and budget.

7 So I just want to make sure that that's something that

8 you do pay attention to with your Board packet.

9 So, Lisa, if you can take me to the Dashboard?

10 Thank you.

11 Again, I'll have some brief comments here.

12 Now, the Dashboard, unlike the other summary I showed

13 you before, the Dashboard shows you trends. The other

14 summary primarily gives you year-to-date information.

15 So very briefly I'll just look at the DRPA Dashboard.

16 DRPA bridge traffic, you'll see a number,

17 101.48 percent. That's basically showing you the

18 12-month trend in terms of budget versus actual, so it

19 essentially tells you that our revenues have been

20 better than budget for the last 12 months.

21 If you look in January 2015, which I really

22 want to focus on, you will see that we are 2.35

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

1 percent above budget related to traffic, which is

2 really great for us. We always budget for three snow

3 days during the January through March timeframe. The

4 snows did not impact us as much as they typically do,

5 so I expect our bridge revenues are going to be higher

6 than projected throughout the year because we did not

7 get impacted by the snows.

8 Likewise, for the bridge revenues, you also

9 see in January, that our actuals are greater than

10 budget, 3.92 percent. Again, the snows did not impact

11 us that much, so we should see throughout the year

12 that both bridge traffic and revenues, unless there is

13 some major other inclement weather down the road or

14 something like that, we should see excellent results I

15 think against budget for both traffic and revenue.

16 If you turn to the Dashboard section on the

17 DRPA operating budget and the capital budget, you'll

18 see that in January, we typically -- both for the

19 operating budget and capital budget -- we're typically

20 were well below in terms of the operating budget. The

21 primary reason for that is it takes some time for us

22 to get purchases and other things moving, particularly

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

1 in the first part of the year.

2 In addition, we do have -- we are having some

3 savings related to unfilled positions in both our

4 PATCO and DRPA budgets, so that's one of the primary

5 reasons in the January timeframe our numbers are

6 pretty good. In addition, we did not get hit with a

7 lot of snow removal costs, etc. both in PATCO and DRPA

8 to the same extent as last year.

9 In terms of PATCO ridership, PATCO ridership

10 is still lagging against budget. It's 92.8 percent of

11 budget. We're hoping that those numbers will, as we

12 progress and as we finish particularly the BFB PATCO

13 track rehab project, that those numbers will get

14 closer to budget. On the revenue side, again, we're

15 slightly under budget there in terms of on the revenue

16 side.

17 In terms of the PATCO operating budget, you'll

18 see that it's significantly -- the actuals are

19 significantly below budget for some of the same

20 reasons that I mentioned earlier. Some of it is

21 payroll. Some of it is we did not have as much impact

22 by the snows, but also it takes a while for us to get

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

1 purchases, etc., through the system; and so those

2 numbers will change and have changed as you go through

3 February.

4 PATCO on-time performance, I usually allow

5 General Manager John Rink to just comment on that.

6 Again, we're only reflecting the numbers for January.

7 But in this report, I think you're probably up through

8 February or March; is that correct?

9 MR. RINK: Yes, Jim.

10 Commissioners, in my GM report, we report on

11 March's on-time performance. We are trending in the

12 positive. January's, as noted, was 96.93; February's

13 was 97.01; and for March, at 97.81 percent, trending

14 higher; our year to date average is 97.25 percent.

15 MR. WHITE: Great. So as John just mentioned,

16 the trend is upwards from January.

17 The next one is lost time claims. You can see

18 not a significant number there.

19 And the final item I just want to cover or

20 mention is just the DRPA and PATCO open positions.

21 You'll see the numbers from December to January

22 increasing. But one of the main reasons for that is

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

1 you tend to have a fair number of retirees and so the

2 open positions tend to increase in the January and

3 February timeframe.

4 Again, that has an impact on the budget in

5 terms of reducing our expenditures; but, obviously, we

6 try to get those staffing numbers below where they

7 presently are in terms of open positions.

8 And that concludes my report.

9 CHAIRMAN BOYER: Does anyone have any

10 additional questions on the chief financial officer's

11 report?

12 Turning to approval for the minutes of

13 March 18, 2015 and April 1, 2015. The Board meetings

14 were previously provided to all commissioners.

15 Are there any corrections?

16 I'll accept a motion to approve the minutes.

17 COMMISSIONER FENTRESS: Move the motion.

18 CHAIRMAN BOYER: Second?

19 COMMISSIONER SWEENEY: Second.

20 CHAIRMAN BOYER: All those in favor?

21 ALL: Aye.

22 CHAIRMAN BOYER: All those opposed?

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

1 The motion carries.

2 Monthly list of payments and monthly list of

3 purchase orders and contracts covering the month of

4 March 2015.

5 I'll accept a motion to receive and file the

6 monthly list of payments and monthly list of purchase

7 orders and contracts covering the month of March 2015.

8 COMMISSIONER DiANTONIO: Move the motion.

9 CHAIRMAN BOYER: May I have a second?

10 COMMISSIONER MOSKOWITZ: Second.

11 CHAIRMAN BOYER: The motion has been made and

12 seconded.

13 All those in favor?

14 ALL: Aye.

15 CHAIRMAN BOYER: All those opposed?

16 The motion carries.

17 Approval of the unaudited statement for

18 December 31, 2014.

19 Can I have a motion to receive and file the

20 unaudited statements dated December 31, 2014?

21 COMMISSIONER FRATTALI: So moved.

22 COMMISSIONER DiANTONIO: Second.

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

1 CHAIRMAN BOYER: Motion and seconded.

2 All those in favor?

3 ALL: Aye.

4 CHAIRMAN BOYER: All those opposed?

5 The motion carries.

6 Approval of the Finance Committee meeting

7 minutes of April 1, 2015. The Finance Committee

8 meeting minutes of April 1, 2015 were previously

9 provided to all commissioners.

10 Can I have a motion to accept the Finance

11 Committee minutes of April 1, 2015?

12 COMMISSIONER FRATTALI: So moved.

13 CHAIRMAN BOYER: Can I have a second?

14 COMMISSIONER DiANTONIO: Second.

15 CHAIRMAN BOYER: All those in favor?

16 ALL: Aye.

17 CHAIRMAN BOYER: All those opposed?

18 The motion carries.

19 Adopt resolutions approved by the Finance

20 Committee on April 1, 2015. There are five items from

21 the Finance Committee for consideration of approval.

22 Number 1 is DRPA-15-034, OPC network switch

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

1 replacement.

2 Number 2 is DRPA-15-035, disaster recovery and

3 business continuity planning services.

4 DRPA-15-036, Renewal of DRPA/PATCO commercial

5 non-bridge property policy.

6 DRPA-15-037, Broker/consultant for health and

7 welfare program.

8 And DRPA-15-038, Exercise of option year for

9 third party administrator for DRPA and PATCO workers'

10 compensation, general liability, and bodily injury

11 claims.

12 Does anyone have any questions on any of those

13 five items?

14 With no questions, I'll ask for a motion to

15 adopt all five.

16 COMMISSIONER HAIDER: So moved.

17 CHAIRMAN BOYER: Second?

18 COMMISSIONER DiANTONIO: Second.

19 CHAIRMAN BOYER: All in favor signify by

20 saying aye.

21 ALL: Aye.

22 CHAIRMAN BOYER: All opposed?

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

1 The ayes carry.

2 Approval of Audit Committee minute meetings

3 [sic] of April 1, 2015.

4 The Audit Committee meeting minutes of April

5 1, 2015, was previously provided to all commissioners.

6 May I have a motion to accept the Audit

7 Committee minutes of April 1, 2015?

8 COMMISSIONER HEPKINS: So moved.

9 CHAIRMAN BOYER: Second?

10 COMMISSIONER FRATTALI: Second.

11 CHAIRMAN BOYER: The motion --

12 MS. MADDEN: Excuse me, Chairman? Chairman?

13 CHAIRMAN BOYER: Yes?

14 MS. MADDEN: Hi, it's Vicci Madden for the

15 Auditor General.

16 CHAIRMAN BOYER: How are you?

17 MS. MADDEN: I think we need to make a change

18 to the minutes.

19 Kristen?

20 MS. MAYOCK: There was a statement made by

21 General DePasquale regarding the next O&M meeting in

22 these minutes. He referred to today's date as the

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

1 date of the next O&M meeting. That will actually --

2 I'm sorry, Audit meeting. That will actually be

3 May 6th, I believe. So if we can just edit, we will

4 just amend the minutes to reflect the accurate date of

5 the next Audit Committee meeting.

6 CHAIRMAN BOYER: May 6th?

7 MS. MAYOCK: Yes.

8 MS. MADDEN: Thank you.

9 MS. MAYOCK: Thank you, Vicci.

10 CHAIRMAN BOYER: Thank you.

11 With the necessary correction being made, can

12 I get a motion?

13 COMMISSIONER FRATTALI: So moved.

14 CHAIRMAN BOYER: Second?

15 COMMISSIONER SWEENEY: Second.

16 CHAIRMAN BOYER: All in favor?

17 ALL: Aye.

18 CHAIRMAN BOYER: All opposed?

19 The motion is carried.

20 Approval of Operations & Maintenance Committee

21 meeting minutes of April 8, 2015. The Operations and

22 Maintenance Committee meeting minutes of April the 8th

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

1 were previously provided to all commissioners.

2 May I have a motion to accept the Operations &

3 Maintenance Committee meeting --

4 COMMISSIONER FENTRESS: Move the motion.

5 COMMISSIONER FRATTALI: Second.

6 CHAIRMAN BOYER: Seconded. All in favor?

7 ALL: Aye.

8 CHAIRMAN BOYER: All opposed? The ayes have

9 it and motion carries.

10 Adoption of resolutions approved by the

11 Operations & Maintenance Committee of April 8, 2015.

12 There were seven items.

13 DRPA-15-039, U.S. Route 130 bridge replacement

14 over Raccoon Creek.

15 DRPA-15-040, Sole source contracts for

16 construction and construction monitoring services of

17 Ramp D roadway restoration at the Betsy Ross Bridge.

18 DRPA-15-041, Federal Transit Administration

19 Section 5307/5340 grant application.

20 DRPA-15-042, Federal Transit Administration

21 Section 5337 grant application, formerly 5309.

22 DRPA-15-043, Public safety radio, five-year

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

1 replacement project, Year 3.

2 DRPA-15-044, Right of entry and related

3 agreements with the Holt Logistics Corporation for

4 access to DRPA property at the Walt Whitman Bridge.

5 DRPA-15-045, Guided technical tours of DRPA

6 bridge facilities.

7 Does anyone have any questions on any of the

8 seven items from the Operations and Maintenance

9 Committee? If not, I'll entertain a motion to approve

10 the minutes of that committee.

11 COMMISSIONER FRATTALI: Move the motion.

12 CHAIRMAN BOYER: Second?

13 COMMISSIONER SWEENEY: Second.

14 CHAIRMAN BOYER: All in favor?

15 ALL: Aye.

16 CHAIRMAN BOYER: All opposed?

17 The ayes have it.

18 Adopt resolutions approved by the Labor

19 Committee of April 8, 2015. There is one item from

20 the Labor Committee for consideration for approval and

21 that is DRPA-15-046, Organizational structure and

22 staffing resource analysis.

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

1 Any questions on that item?

2 Can I get a motion?

3 COMMISSIONER SWEENEY: Move the motion.

4 CHAIRMAN BOYER: Can I get a second?

5 COMMISSIONER HEPKINS: Second.

6 CHAIRMAN BOYER: All those in favor?

7 ALL: Aye.

8 CHAIRMAN BOYER: All those opposed?

9 The motion carries.

10 MS. MAYOCK: Mr. Chairman, if I may interrupt

11 for just a moment?

12 If you could do Number 14,

13 Approval of the Labor Committee meeting

14 minutes?

15 CHAIRMAN BOYER: Oh, I'm sorry. I skipped

16 that.

17 Approval of the Labor Committee meeting

18 minutes of April 8th. May I have a motion?

19 COMMISSIONER SWEENEY: Move the motion.

20 COMMISSIONER FRATTALI: Second.

21 CHAIRMAN BOYER: All those in favor?

22 ALL: Aye.

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 44

1 CHAIRMAN BOYER: All those opposed?

2 Ayes have it.

3 Unfinished Business. Are there any items for

4 unfinished business for the DRPA Board?

5 COMMISSIONER DOUGHERTY: Mr. Chairman?

6 CHAIRMAN BOYER: Yes?

7 COMMISSIONER DOUGHERTY: I want to officially

8 acknowledge your chairmanship and let you know that

9 you're a smart guy; you took my mic away. But I just

10 -- I've sat here through many chairmen, like a few

11 other Board members here, and I've sat through the

12 chief of staff for Governor Rendell, the lieutenant

13 governor, who are both very talented individuals.

14 Your skill sets are as good as anybody that's held

15 that chairmanship, okay, for this Authority.

16 And there's about four or five issues -- I sit

17 at the pleasure of General DePasquale -- but there's

18 about four or five open issues, which as we move

19 through the process, I'd like to continue to move

20 forward, and I think you'll be comfortable. They

21 start with the strategic plan that actually includes

22 the employees in the building, and their raises, and

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 45

1 their benefits.

2 Franklin Square is something significant.

3 There has always been a little bit of a difference and

4 some question about how much money we subsidize with

5 PATCO. The fact that we have focused in on the

6 Pennsylvania side is a really good project and we'll

7 be able to give you the specifics as we move forward

8 on that.

9 In the Audit Committee, today, they talked

10 about over $3 million of money coming back that was

11 used for economic development, which is now being put

12 to the bridge. And as the refinishing and re-decking

13 of the bridges were done 100 percent union, on time,

14 complicated, okay, and we've had a lot of

15 presentations from the people on the actual jobsite to

16 help us move that project forward with strong

17 recommendations. Again, there is just a whole lot of

18 good business that can be done for people on both

19 sides of the river, so I'm looking forward to working

20 alongside with yourself, and adlibbing on these.

21 Again, it won't always be perfect, because I

22 have some questions about some of the legal bills and

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 46

1 a few other things that I've been consistent over the

2 years with, which I'll continue to ask. But I just

3 want to let people know that I get an opportunity to

4 work, Ryan Boyer, on a day in and day out basis, in

5 the construction industry; he's more than a labor

6 leader. He's one of the business leaders in

7 Philadelphia. He's bright. He's young. He's

8 aggressive. And he works with everyone, which hasn't

9 always been the case in this building.

10 CHAIRMAN BOYER: John, I would like to thank

11 you for those comments. I would like to thank you

12 for, number one, your friendship, and your advice, and

13 your help throughout the years to me and my

14 organization, and to me and my family. I consider you

15 a great friend and a business partner as well, and one

16 of the leading business leaders in this region.

17 Coming from you, that means a lot. Thank you.

18 We're going to try to move this Authority

19 forward. We have a great team here, as evidenced by

20 all the great stuff going on. And I don't think there

21 is a problem that we can't handle. We have the talent

22 to handle it and we want to move this organization

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 47

1 forward.

2 COMMISSIONER DOUGHERTY: And I get to keep the

3 mic?

4 CHAIRMAN BOYER: You're going to keep the mic.

5 MR. HANSON: Can I comment on a couple of

6 those issues?

7 CHAIRMAN BOYER: Yes. CEO Hanson wants to

8 comment on a few things that you have said,

9 Commissioner Dougherty.

10 MR. HANSON: Just very quickly, Franklin

11 Square, we brought to the O&M Committee, at the last

12 O&M Committee meeting. Further discussion is going to

13 be necessary, but we're also preparing to go forward

14 with it, assuming that we get approval of the O&M

15 Committee and then the full Board. So we're working

16 on that.

17 I also just want to say that the strategic

18 staffing analysis contract that was approved by the

19 Board, today, was a result of the discussions that you

20 initiated on this area relating to strategic planning.

21 So your input was very valuable, very important, and

22 it is actually resulting in something that is going to

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 48

1 move this forward.

2 So, thank you. How's that?

3 CHAIRMAN BOYER: Thank you. That's two out of

4 four.

5 COMMISSIONER DOUGHERTY: We still have time.

6 CHAIRMAN BOYER: New business. There are two

7 items in new business for consideration for approval.

8 They are as follows. Consideration of pending DRPA

9 contracts between $25,000 and $100,000, and you

10 previously got them in your package. And Number 2 is

11 DRPA-15-048, Provision of loan guaranty to the Home

12 Port Alliance, Battleship New Jersey.

13 Does anyone have any questions on those two

14 items?

15 COMMISSIONER FENTRESS: Mr. Chairman, I'm

16 going to abstain my vote on that 048, the battleship.

17 CHAIRMAN BOYER: Yeah.

18 COMMISSIONER FENTRESS: I sit on that

19 commission.

20 CHAIRMAN BOYER: You want to abstain your

21 vote, okay.

22 Being noted, can I get a motion?

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 49

1 COMMISSIONER FRATTALI: So moved.

2 COMMISSIONER DiANTONIO: Second.

3 CHAIRMAN BOYER: Second.

4 All in favor?

5 ALL: Aye.

6 CHAIRMAN BOYER: All opposed?

7 Motion carries.

8 Citizens Advisory Committee report. Is there

9 a report?

10 MR. DeSANTIS: Yes. Good morning. I am Tony

11 DeSantis. I am a member of the Citizens Advisory

12 Committee and so I am presenting my report.

13 We recently invited two more members of the

14 Pennsylvania -- to the Pennsylvania side of the

15 Citizens Advisory Committee. They attended their

16 first meeting last week. We hope they continue to

17 come.

18 We have -- during the course of the meeting

19 last week, we have several questions that we just

20 wanted to ask. Most of them are simply updates of

21 some current issues.

22 Number one, we want to know the status of the

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 50

1 wireless contract, the Wi-Fi contract with Verizon, is

2 that still on target?

3 MR. RINK: I can't -- the Verizon contract has

4 been executed. Verizon has all their employees and

5 their contractors have been safety trained. They're

6 going through the design process now with all their

7 documents that are being submitted for our review.

8 Once they are approved, then we'll move forward with

9 the construction. So Verizon is on schedule as of

10 right now.

11 Comcast, we're in the final steps with our

12 general counsel to execute the contract with Comcast.

13 Their employees have been safety trained. They have

14 also inspected all the stations and locations where

15 they need to put their equipment; how they're going to

16 hook it up. So once that contract is executed,

17 Comcast is ready to start work on installation of

18 their equipment.

19 MR. DeSANTIS: Okay, thank you.

20 A member of our Personnel Committee has been

21 wanting to get a meeting with the union. And

22 according to this, he had spoken to you. I'm just

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 51

1 wondering if that's going to happen.

2 MR. HANSON: I don't think that that is

3 something that we're going to be able to do, at this

4 time. We're right now actively negotiating with the

5 unions and so that's not -- it's probably not

6 something we'll be able to do until we resolve the

7 open collective bargaining issues.

8 MR. DeSANTIS: Okay. Do we have any status on

9 -- let's see -- okay. One question that we had, one

10 of our members, Jonathan Latko, on a recent weekend,

11 he'd reported that there was -- he had boarded one of

12 the cars and there was a lot of trash on the car.

13 Someone had apparently gotten sick on the car. He

14 wanted to know if it was standard operating procedure

15 for operators to inspect the cars inside after

16 completing the routes or do they walk outside the cars

17 to go from end-to-end?

18 MR. RINK: The operators do at the end of

19 their run go through the cars. We do have cleaners

20 working shift work on Saturday and Sunday, during the

21 day. When the custodians are not there present and

22 the operator notices a car that has trash or somebody

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 52

1 had done that, they either B-zone the car, where they

2 close the doors and turn off the lights until they get

3 to the end, and then those trains are taken offline

4 and taken down to the shop to be cleaned.

5 MR. DeSANTIS: All right. And I also presume

6 that we're still online with SEPTA, with the Freedom

7 Card and the new payment technology.

8 Is there any changes since the last meeting?

9 MR. RINK: No, no changes. We continue to

10 work with SEPTA.

11 MR. DeSANTIS: All right. That concludes my

12 report.

13 CHAIRMAN BOYER: Thank you.

14 We have one speaker from the public, today,

15 Nicole Lewis, on behalf of the National Multiple

16 Sclerosis Society.

17 MS. LEWIS: Thank you. Thank you so much for

18 having us.

19 And, of course, thank you so much for your

20 continued dedication and support of the Bike MS City

21 to Shore ride. I'm the director of development at the

22 Society of the Greater Chapter,

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 53

1 hosting City to Shore this October 3rd and 4th, thanks

2 to the Pope's visit. I know we have a few cyclists in

3 the room.

4 We're very excited. This is actually going to

5 be our 20th year starting at the PATCO Woodcrest

6 Station, so we're very appreciative that you have

7 allowed us to continue to utilize this space and grow

8 the ride, having 7,000 cyclists, 1,200 volunteers, and

9 raising $6.6 million. The start location at the PATCO

10 has made that possible, allowing us

11 to obviously raise $6.6 million.

12 It's our chapter's largest fundraising event

13 and the second largest Bike MS event in the country.

14 And it allows us, obviously, to provide programs and

15 services for our local clients living with MS in our

16 area. In addition to providing money to research, the

17 organization provides more research to funding -- more

18 money for funding for research than any nonprofit

19 organization in the world. And our chapter was able

20 to commit $3 million of the $50 million last year to

21 over 300 projects.

22 So thank you so much for your continued

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 54

1 support, and allowing us to utilize the space, and

2 continuing to grow the ride each year. We do have a

3 plaque here for John, if he would like to accept, or

4 Jeff.

5 MR. RINK: I'd like the chair and the vice

6 chair to come up. I know the vice chair is one of our

7 riders in this event each year.

8 MS. LEWIS: Yes. And I rode in the elevator

9 with him, so he was telling me about his cycling

10 events here.

11 MR. RINK: As Nicole mentioned, it's an honor;

12 it's actually on the agenda for the PATCO Board. It's

13 always a privilege and honor for us to support the MS

14 Bike ride and we're happy to do it. Each year you

15 continue to earn more and more money to fight that

16 disease.

17 MS. LEWIS: Thank you.

18 CHAIRMAN BOYER: All right.

19 We're going to hold in abeyance the meeting of

20 the Delaware River Port Authority for the purpose of

21 convening the PATCO meeting. We will then resume the

22 Delaware River Port Authority meeting and go into

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 55

1 Executive Session.

2 Are there any objections to that?

3 (Off the record at 10:07 a.m.)

4 (On the record at 10:14 a.m.)

5 CHAIRMAN BOYER: We will now reconvene the

6 Delaware River Port Authority Board meeting.

7 I would like to call for a motion to go into

8 Executive Session.

9 COMMISSIONER FENTRESS: Move the motion.

10 COMMISSIONER FRATTALI: Second.

11 CHAIRMAN BOYER: All those in favor?

12 ALL: Aye.

13 CHAIRMAN BOYER: All those opposed?

14 We now move into Execution Session.

15 Will all people supposed to be here stay?

16 (Off the record at 10:14 a.m.)

17 (On the record at 11:44 a.m.)

18 CHAIRMAN BOYER: We are back in open session.

19 We have one thing to consider.

20 MS. MAYOCK: We just need a motion to reopen.

21 COMMISSIONER FRATTALI: Move the motion.

22 COMMISSIONER HAIDER: Second.

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 56

1 CHAIRMAN BOYER: All in favor?

2 ALL: Aye.

3 CHAIRMAN BOYER: All opposed?

4 Ayes have it. We are now in open session.

5 We have one item, a motion to terminate

6 accepted list employee Chief Operating Officer Timothy

7 Pulte.

8 Can I get a motion?

9 COMMISSIONER FENTRESS: Move the motion.

10 COMMISSIONER FRATTALI: Second.

11 CHAIRMAN BOYER: The termination is effective

12 immediately.

13 Motion made and second.

14 All those in favor?

15 ALL: Aye.

16 CHAIRMAN BOYER: All opposed?

17 The ayes have it. We have a super majority.

18 If there is no other business for the DRPA

19 Board, I will accept a motion for adjournment.

20 COMMISSIONER FENTRESS: Move the motion.

21 COMMISSIONER HAIDER: Second.

22 CHAIRMAN BOYER: All in favor?

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 57

1 ALL: Aye.

2 CHAIRMAN BOYER: All opposed?

3 Meeting adjourned.

4 (Whereupon, at 11:45 a.m., on Wednesday,

5 April 15, 2015, the meeting adjourned.)

6 There being no further business, on motion duly

7 made and seconded, the meeting was adjourned.

8 Respectfully submitted, 9

10

11 Kristen K. Mayock 12 Acting Corporate Secretary

13

14

15

16

17

18

19

20

21

22

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 58

1 CERTIFICATE

2 This is to certify that the attached

3 proceedings before the Delaware River Port Authority

4 on April 15, 2015, held as herein appears, and that

5 this is the original transcript thereof for the file

6 of the Agency.

7 FREE STATE REPORTING, INC. 8

9 ______10 Tom Bowman (Official Reporter) 11

12

13

14

15

16

17

18

19

20

21

22

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 MONTHLY LIST OF PAYMENTS DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 04/01/15 THRU 04/30/15 MEETING DATE 05/20/2015

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

STANDARD INSURANCE COMPANY A/P Group Life & Accident 13-104 $100,975.17 A/P Group Life & Accident Total $100,975.17 HATCH MOTT MACDONALD, LLC Admiral Wilson Blvd. Environmental 11-094 $38,160.64 ** Admiral Wilson Blvd. Environmental Total $38,160.64 FRAN O'BRIEN Advertising and Promotion 25KTHRES $67.72 Advertising and Promotion Total $67.72 COUNTRY GAS SERVICES INC Alternate Fuel 25KTHRES $21.00 Alternate Fuel Total $21.00 ARCHER & GREINER Audit, Legal, Consultant & Other 13-032 $1,755.00 BALLARD SPAHR ANDREWS & INGERSOLL Audit, Legal, Consultant & Other 13-032 $405.50 BROWN & CONNERY, LLP Audit, Legal, Consultant & Other 13-032 $9,234.89 BUCHANAN INGERSOLL & ROONEY PC Audit, Legal, Consultant & Other 13-032 $427.50 DEASEY MAHONEY & VALENTINI, LTD. Audit, Legal, Consultant & Other 13-032 $6,297.58 DILWORTH PAXSON LLP Audit, Legal, Consultant & Other 13-032 $4,747.50 DUANE MORRIS, LLP Audit, Legal, Consultant & Other 13-032 $3,510.00 ELLIOTT GREENLEAF & SIEDZIKOWSKI, P.C. Audit, Legal, Consultant & Other 13-032 $922.50 LAMB McERLANE, P.C. Audit, Legal, Consultant & Other 13-032 $2,362.50 STEVENS & LEE Audit, Legal, Consultant & Other 13-032 $3,515.55 AJILON PROFESSIONAL STAFFING Audit, Legal, Consultant & Other 14-092 $7,825.73 PERRY RESOURCES Audit, Legal, Consultant & Other 14-092 $2,337.22 BENEFIT HARBOR, LP Audit, Legal, Consultant & Other 14-104 $5,423.46 MCDERMOTT WILL & EMERY LLP Audit, Legal, Consultant & Other 15-016 $3,500.00 PARKER MCCAY P.A. Audit, Legal, Consultant & Other 15-016 $3,450.00 ACACIA FINANCIAL GROUP INC Audit, Legal, Consultant & Other 25KTHRES $2,500.00 AMERICAN ARBITRATION ASSOCIATION Audit, Legal, Consultant & Other 25KTHRES $250.00 FITCH RATINGS, INC. Audit, Legal, Consultant & Other 25KTHRES $2,000.00 MOODY'S INVESTORS SERVICES Audit, Legal, Consultant & Other 25KTHRES $24,000.00 Audit, Legal, Consultant & Other Total $84,464.93 UNI-SELECT USA, INC Batteries 14-037 $1,104.60 Batteries Total $1,104.60 REMINGTON & VERNICK ENGINEERS, INC BFB ROW Repairs 11-094 $1,227.15 ** BFB ROW Repairs Total $1,227.15 REMINGTON & VERNICK ENGINEERS, INC BFB Standpipe Repairs 11-094 $5,661.27 BFB Standpipe Repairs Total $5,661.27 MODJESKI AND MASTERS, INC. Biennial Inspection BFB 14-011 $7,098.42 Biennial Inspection BFB Total $7,098.42 HNTB CORPORATION - NORTHEAST DIVISION Biennial Inspection BRB 11-094 $30,358.02 Biennial Inspection BRB Total $30,358.02 BANK OF NEW YORK - MELLON Bond Service 12-021 $480,784.11 TD BANK, N.A. Bond Service Bond Resolutions $7,662,082.77 Bond Service Total $8,142,866.88 TD WEALTH Bond Trustee Fees 08-021 $19,500.00 DIGITAL ASSURANCE CERTIFICATION Bond Trustee Fees 25KTHRES $2,500.00 Bond Trustee Fees Total $22,000.00 IEW CONSTRUCTION GROUP INC BRB Repairs 14-098 $354,261.66 ** BRB Repairs Total $354,261.66 ALLEN SULLIVAN Business Meetings 25KTHRES $53.93 JOHN T HANSON Business Meetings 25KTHRES $42.31 NANCY FARTHING Business Meetings 25KTHRES $23.87 PHILADELPHIA BUSINESS JOURNAL Business Meetings 25KTHRES $268.00 Business Meetings Total $388.11 STV, INC CBB Painting 14-150 $19,860.01 ** CBB Painting Total $19,860.01 BRUCE BRITTON CDL License 25KTHRES $44.00 THOMAS D REBER CDL License 25KTHRES $44.00 CDL License Total $88.00 ROBERT MELIKIAN Citizen Advisory Committee Expenses 25KTHRES $52.56 Citizen Advisory Committee Expenses Total $52.56 VISION BENEFITS OF AMERICA Cobra Reimbursements 13-105 $56.85 Cobra Reimbursements Total $56.85 FREE STATE REPORTING, INC. Commissioner Meeting Expense 14-046 $1,285.33 Commissioner Meeting Expense Total $1,285.33 BROWN'S GRAPHIC SOLUTIONS, INC Commissioner Nameplates 25KTHRES $42.70

**Capital Expenditure Page 1 of 8 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 04/01/15 THRU 04/30/15 MEETING DATE 05/20/2015

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

Commissioner Nameplates Total $42.70 NETWORKFLEET, INC. Computer Equipment 13-085 $20,678.00 ** EPLUS TECHNOLOGY INC Computer Equipment 14-135 $14,999.80 ** MODSPACE Computer Equipment 25KTHRES $600.00 ** Computer Equipment Total $36,277.80 IRON MOUNTAIN INCORPORATED Contractual Services 12-044 $8,296.53 HOMELAND DEFENSE SOLUTIONS INC Contractual Services 13-101 $2,211.00 COURT LIAISON SERVICES, LLC Contractual Services 14-088 $2,500.00 DELAWARE VALLEY REGIONAL PLANNINGContractual Services 14-113 $34,545.50 Contractual Services Total $47,553.03 CANON FINANCIAL SERVICES INC Copier Lease 11-027 $7,598.82 Copier Lease Total $7,598.82 PAYMENTECH Credit Card Fees 04-031 $322.21 Credit Card Fees Total $322.21 WATTS WINDOW CLEANING & JANITORIAL CO. Custodial Services 13-091 $19,929.85 Custodial Services Total $19,929.85 LEXISNEXIS Data Processing 25KTHRES $1,159.00 Data Processing Total $1,159.00 RIGGINS Diesel Fuel 14-082 $20,035.30 Diesel Fuel Total $20,035.30 CLEAN VENTURE INC Disposal Fees 13-076 $3,765.00 POLLUTION CONTROL FINANCING Disposal Fees 25KTHRES $4.22 Disposal Fees Total $3,769.22 ATLANTIC CITY ELECTRIC Electricity UTILITY $16,012.07 DIRECT ENERGY BUSINESS Electricity UTILITY $92,835.03 P S E & G Electricity UTILITY $36,004.06 PECO ENERGY Electricity UTILITY $30,509.17 Electricity Total $175,360.33 DELTA DENTAL Employee Dental Insurance 13-103 $29,647.52 Employee Dental Insurance Total $29,647.52 AMERIHEALTH INSURANCE Employee Medical Insurance 14-115 $665,960.75 Employee Medical Insurance Total $665,960.75 ALEX DUBINCHIK Employee Mileage 25KTHRES $41.40 ANGELA CARAMBOT Employee Mileage 25KTHRES $6.32 ANN DUVALL Employee Mileage 25KTHRES $10.40 BARBARA HOLCOMB Employee Mileage 25KTHRES $241.68 BETTY GREGORY Employee Mileage 25KTHRES $10.35 BRIAN P. MCFADDEN Employee Mileage 25KTHRES $99.12 CHARLES MAZZONE Employee Mileage 25KTHRES $3.45 CURTIS JACKSON Employee Mileage 25KTHRES $25.30 DARYL JENIFER Employee Mileage 25KTHRES $30.48 DAWN WALLACE Employee Mileage 25KTHRES $12.65 FRANKLIN WASHINGTON Employee Mileage 25KTHRES $3.45 GAIL POLK Employee Mileage 25KTHRES $16.10 GERALD FABER Employee Mileage 25KTHRES $38.30 GLENN CARNEY Employee Mileage 25KTHRES $15.52 JAMES MURRAY Employee Mileage 25KTHRES $23.00 JANET ROMANI Employee Mileage 25KTHRES $28.19 JOHANNE CORKER Employee Mileage 25KTHRES $24.55 JOHN A. CUJDIK Employee Mileage 25KTHRES $16.10 JOHN FRANKLIN Employee Mileage 25KTHRES $12.65 JOSEPH DESIMONE Employee Mileage 25KTHRES $11.50 KELLY ZACHWIEJA Employee Mileage 25KTHRES $3.45 KEVIN LA MARCA Employee Mileage 25KTHRES $75.90 KRISTEN KIRK MAYOCK Employee Mileage 25KTHRES $55.12 MARINO MORRONE Employee Mileage 25KTHRES $12.65 MARK LOPEZ Employee Mileage 25KTHRES $182.00 MICHAEL PELLEGRINO Employee Mileage 25KTHRES $11.50 MICHAEL VENUTO Employee Mileage 25KTHRES $28.00 MORTIQUE HILL Employee Mileage 25KTHRES $12.65 NANCY FARTHING Employee Mileage 25KTHRES $32.87 NYDIA ROSARIO Employee Mileage 25KTHRES $35.08 PATRICIA GRIFFEY Employee Mileage 25KTHRES $157.27

**Capital Expenditure Page 2 of 8 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 04/01/15 THRU 04/30/15 MEETING DATE 05/20/2015

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

ROBIN VALENTINE Employee Mileage 25KTHRES $11.50 SUSAN SQUILLACE Employee Mileage 25KTHRES $116.95 SYVILLA WILLIAMS Employee Mileage 25KTHRES $11.50 THOMAS CAREY Employee Mileage 25KTHRES $11.50 THOMAS M KNETZ Employee Mileage 25KTHRES $50.60 TIFFANY WRIGHT Employee Mileage 25KTHRES $14.95 TONI CORSEY Employee Mileage 25KTHRES $21.28 WILLIAM EDWARDS Employee Mileage 25KTHRES $5.18 WILLIAM SHANAHAN Employee Mileage 25KTHRES $159.04 Employee Mileage Total $1,679.50 VISION BENEFITS OF AMERICA Employee Vision Insurance 13-105 $2,956.15 Employee Vision Insurance Total $2,956.15 ADVANCED MONEY SYSTEMS INC. Equipment 25KTHRES $5,442.93 DELL MARKETING L.P. Equipment 25KTHRES $3,954.30 EPLUS TECHNOLOGY INC Equipment 25KTHRES $4,966.12 PITNEY BOWES Equipment 25KTHRES $4,556.80 VERIZON WIRELESS Equipment UTILITY $3,539.82 PRAXAIR DISTRIBUTOR Equipment 25KTHRES $6,165.38 ** Equipment Total $28,625.35 SLATE BELT SAFETY Equipment & Tools 25KTHRES $988.50 Equipment & Tools Total $988.50 VERIZON WIRELESS ERP Tablet Data UTILITY $208.63 ERP Tablet Data Total $208.63 NJ E-ZPASS E-ZPass Bank Charges 04-031 $151.00 E-ZPass Bank Charges Total $151.00 XEROX STATE & LOCAL SOLUTIONS, INC. E-ZPass Clearing Account 04-031 $44,712.60 E-ZPass Clearing Account Total $44,712.60 NJ TURNPIKE AUTHORITY (NJ E-ZPASS) E-ZPass Credit Card Fee 04-031 $434,159.33 AMERICAN EXPRESS E-ZPass Credit Card Fee 04-031 $8.46 E-ZPass Credit Card Fee Total $434,167.79 XEROX STATE & LOCAL SOLUTIONS, INC. E-ZPass Fixed Monthly Operations Fee 04-031 $27,810.29 E-ZPass Fixed Monthly Operations Fee Total $27,810.29 NEW JERSEY TURNPIKE AUTHORITY E-ZPass Toll System 04-031 $17,955.75 ** E-ZPass Toll System Total $17,955.75 XEROX STATE & LOCAL SOLUTIONS, INC. E-ZPass VPC 04-031 $17,714.59 E-ZPass VPC Total $17,714.59 XEROX STATE & LOCAL SOLUTIONS, INC. E-ZPass Walk In CSC 04-031 $44,597.50 E-ZPass Walk In CSC Total $44,597.50 INTERNAL REVENUE SERVICE-CHICAGO Federal/FICA Payroll Taxes $787,480.88 Federal/FICA Payroll Taxes Total $787,480.88 PUBLIC FINANCIAL MANAGEMENT, INC. Financial Advisory Services 15-016 $5,500.00 Financial Advisory Services Total $5,500.00 THE SWARTHMORE GROUP, INC Financial Mgmt. Fees 25KTHRES $22,922.34 THE HAVERFORD TRUST COMPANY Financial Mgmt. Fees 25KTHRES $2,295.45 Financial Mgmt. Fees Total $25,217.79 NETWORKFLEET, INC. Fleet GPS 13-085 $9,242.96 Fleet GPS Total $9,242.96 STV, INC Franklin Square Study 11-094 $3,063.01 Franklin Square Study Total $3,063.01 GROUPE LACASSE LLC Furniture and Fixtures 25KTHRES $1,667.25 Furniture and Fixtures Total $1,667.25 AQUARIUS CAPITAL GASB 45 Valuation 25KTHRES $1,500.00 GASB 45 Valuation Total $1,500.00 RIGGINS Gasoline - Unleaded 14-082 $15,795.11 Gasoline - Unleaded Total $15,795.11 PENNONI ASSOCIATES INC General Engineering Contracts 11-094 $5,348.00 General Engineering Contracts Total $5,348.00 JACOBS ENGINEERING GROUP INC General Engineering Support 14-048 $49,899.31 General Engineering Support Total $49,899.31 P S E & G Heat UTILITY $21,156.29 PHILADELPHIA GAS WORKS Heat UTILITY $10,565.94 SOUTH JERSEY GAS COMPANY Heat UTILITY $50,457.88 Heat Total $82,180.11

**Capital Expenditure Page 3 of 8 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 04/01/15 THRU 04/30/15 MEETING DATE 05/20/2015

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

TSIB (TURNER SURETY & INS BROKERAGE) Insurance 14-051 $15,750.00 Insurance Total $15,750.00 PORT AUTHORITY TRANSIT Intercompany Transfers $1,800,000.00 Intercompany Transfers Total $1,800,000.00 UBS GLOBAL ASSET MANAGEMENT Investment Mgmt. Fees 00-079 $12,785.37 Investment Mgmt. Fees Total $12,785.37 O'NEILL CONSULTING CORP IUOE Health & Welfare 09-097 $7,498.87 IUOE Health & Welfare Total $7,498.87 IUOE 542 BENEFIT FUNDS IUOE Medical Insurance 15-033 $290,493.00 IUOE Medical Insurance Total $290,493.00 MONICA GIBBS Job Certifications & Licenses 25KTHRES $212.00 Job Certifications & Licenses Total $212.00 BILLS BEST TRANSMISSION INC. Landscaping - Equipment Repairs 25KTHRES $2,600.00 Landscaping - Equipment Repairs Total $2,600.00 EVAN KATZ AND STEPHEN ALTAMURO Legal Settlement $45,000.00 GREEN, SILVERSTEIN & GROFF, LLC Legal Settlement $12,500.00 Legal Settlement Total $57,500.00 PENNONI ASSOCIATES INC Legal/Consulting Engineers 13-081 $134,784.01 ** Legal/Consulting Engineers Total $134,784.01 BANK OF AMERICA Letter of Credit Payment 12-021 $250.00 BANK OF AMERICA Letter of Credit Payment 12-021 $228,041.51 Letter of Credit Payment Total $228,291.51 CAMDEN PARKING AUTHORITY Limited Mobility Parking 25KTHRES $727.60 Limited Mobility Parking Total $727.60 ROYAL BANK OF CANADA LOC Fees – 2010 Rev Ref Bonds 12-021 $239,692.98 LOC Fees – 2010 Rev Ref Bonds Total $239,692.98 TRANSCORE Maint. Fee - Toll Collection Equip 15-011 $71,777.00 Maint. Fee - Toll Collection Equip Total $71,777.00 AFRICAN-AMERICAN CHAMBER Membership Dues 25KTHRES $500.00 NEW JERSEY STATE BAR ASSOCIATION Membership Dues 25KTHRES $215.00 NJ LAWYERS' FUND FOR CLIENT PROTECTION Membership Dues 25KTHRES $212.00 SOCIETY FOR HUMAN RESOURCE MANAGEMENT Membership Dues 25KTHRES $190.00 Membership Dues Total $1,117.00 TD BANK, N.A. Net Payroll $79,617.86 WELLS FARGO BANK, NA Net Payroll $1,789,899.37 Net Payroll Total $1,869,517.23 N.J. STATE - GIT NJ Payroll Taxes $58,331.67 NJ Payroll Taxes Total $58,331.67 NEW JERSEY DEPT. OF LABOR NJ Unemployment Comp Taxes $10,020.38 NJ Unemployment Comp Taxes Total $10,020.38 NATIONAL UNION FIRE INSURANCE OCIP Accrual 14-052 $22,136.32 OCIP Accrual Total $22,136.32 CANON SOLUTIONS AMERICA, INC. Office Supplies 11-027 $2,605.31 PAPER MART, INC. Office Supplies 14-144 $672.75 W.B. MASON CO. INC. Office Supplies 14-144 $2,223.68 BROWN'S GRAPHIC SOLUTIONS, INC Office Supplies 25KTHRES $23.85 GRAYBAR ELECTRIC COMPANY INC Office Supplies 25KTHRES $75.77 Office Supplies Total $5,601.36 PA DEPT OF REVENUE PA Payroll Taxes $29,245.20 PA Payroll Taxes Total $29,245.20 XEROX STATE & LOCAL SOLUTIONS, INC. Parking TXN Fees 04-031 $329.65 Parking TXN Fees Total $329.65 LAZ PARKING MID ATLANTIC LLC Part-time Toll Collectors 13-095 $88,884.97 Part-time Toll Collectors Total $88,884.97 CANON SOLUTIONS AMERICA, INC. PATCO Copier Lease 11-027 $657.53 PATCO Copier Lease Total $657.53 A.P. CONSTRUCTION INC PATCO Escalator Replacement 12-010 $83,315.00 ** BURNS ENGINEERING INC PATCO Escalator Replacement 12-011 $17,062.00 ** PATCO Escalator Replacement Total $100,377.00 STV, INC PATCO Fleet Rehabilitation 11-094 $17,506.40 ** PATCO Fleet Rehabilitation Total $17,506.40 TRANSTECH MANAGEMENT INC PATCO Management Audit 14-097 $26,815.00 PATCO Management Audit Total $26,815.00

**Capital Expenditure Page 4 of 8 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 04/01/15 THRU 04/30/15 MEETING DATE 05/20/2015

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

SPRINT PATCO Telephone UTILITY $1,960.41 VERIZON PATCO Telephone UTILITY $9,722.84 VERIZON BUSINESS PATCO Telephone UTILITY $218.63 PATCO Telephone Total $11,901.88 PARSONS BRINCKERHOFF INC. PATCO Track Inspection 14-048 $21,994.13 PATCO Track Inspection Total $21,994.13 HNTB CORPORATION - NORTHEAST DIVISION PATCO Track Rehabilitation 12-080 $285,430.15 ** PATCO Track Rehabilitation Total $285,430.15 PNC P-Card 25KTHRES $134,735.66 P-Card Total $134,735.66 PA STATE EMP RETIREMENT SYS Pension - SERS $1,871,427.52 Pension - SERS Total $1,871,427.52 N.J. PUBLIC EMPLOYEES RETIREMENT SYSTEM Pension & Benefits $3,300.00 Pension & Benefits Total $3,300.00 CITY OF PHILADELPHIA Phila Employee W/H Taxes $22,278.84 Phila Employee W/H Taxes Total $22,278.84 TIMOTHY M PULTE Phone Repair 25KTHRES $16.24 Phone Repair Total $16.24 AMERICAN EXPEDITING COMPANY Postage 25KTHRES $70.40 UNITED PARCEL SERVICE (UPS) Postage 25KTHRES $519.21 Postage Total $589.61 ALLEN REPRODUCTION CO Printing 25KTHRES $428.65 Printing Total $428.65 EPLUS TECHNOLOGY INC Professional Services 25KTHRES $8,700.00 HEALTHMARK INC Professional Services 25KTHRES $50.00 JACOBS TECHNOLOGY INC. Professional Services 25KTHRES $1,404.24 Professional Services Total $10,154.24 AMY ASH Rehabilitation Drainage 25KTHRES $860.06 ** Rehabilitation Drainage Total $860.06 MERRILL LYNCH, PIERCE, FENNER & SMITH INC Remarketing Fees - VRDO Bonds 08-021 $22,106.57 BARCLAYS CAPITAL, INC. Remarketing Fees - VRDO Bonds 09-075 $26,814.10 BNY MELLON CAPITAL MARKETS, LLC Remarketing Fees - VRDO Bonds 09-075 $8,937.32 Remarketing Fees - VRDO Bonds Total $57,857.99 PITNEY BOWES Rentals 25KTHRES $864.00 Rentals Total $864.00 AVANTI DATA PRODUCTS Repair/Replacement Toll Equip 25KTHRES $280.00 HMW ENTERPRISES, INC. Repair/Replacement Toll Equip 25KTHRES $6,002.20 Repair/Replacement Toll Equip Total $6,282.20 THYSSENKRUPP ELEVATOR CORPORATION Repairs - Bridges 12-003 $13,988.65 ONE CALL CONCEPTS Repairs - Bridges 25KTHRES $23.94 TB PHILLY INC. Repairs - Bridges 25KTHRES $10,995.00 Repairs - Bridges Total $25,007.59 SET RITE CORP Repairs - Buildings 25KTHRES $2,467.00 SIMPLEXGRINNELL, LP Repairs - Buildings 25KTHRES $3,269.50 TRI-COUNTY TERMITE & PEST CONTROL INC. Repairs - Buildings 25KTHRES $260.00 Repairs - Buildings Total $5,996.50 TRI-M GROUP LLC Repairs - Equipment 14-123 $5,822.50 DRAEGER SAFETY DIAGNOSTICS, INC Repairs - Equipment 25KTHRES $1,007.44 MARK ARMBRUSTER Repairs - Equipment 25KTHRES $180.00 TRAFFIX DEVICES INC. Repairs - Equipment 25KTHRES $3,726.90 Repairs - Equipment Total $10,736.84 TRANE U.S. INC. Repairs - Heating/AC System 25KTHRES $9,012.00 Repairs - Heating/AC System Total $9,012.00 R. E. PIERSON MATERIALS CORP. Replacement of Roadway 25KTHRES $1,776.50 ROBERT T WINZINGER, INC Replacement of Roadway 25KTHRES $37.00 Replacement of Roadway Total $1,813.50 STANDARD INSURANCE COMPANY Retiree Life Insurance 13-104 $53,048.56 Retiree Life Insurance Total $53,048.56 AMERIHEALTH INSURANCE Retiree Medical Insurance 14-115 $198,561.21 HORIZON BLUE CROSS BLUE SHIELD Retiree Medical Insurance 14-132 $52,938.40 UNITED HEALTHCARE/AARP Retiree Medical Insurance 14-133 $116,069.60 Retiree Medical Insurance Total $367,569.21 HYATT'S GRAPHIC SUPPLY Signs 25KTHRES $5,226.40

**Capital Expenditure Page 5 of 8 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 04/01/15 THRU 04/30/15 MEETING DATE 05/20/2015

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

SD2K, INC. Signs 25KTHRES $2,946.81 SIGNAL-TECH Signs 25KTHRES $23,494.69 ** Signs Total $31,667.90 LAUREL LAWNMOWER SERVICE Snow Removal - Equipment 25KTHRES $3,058.00 Snow Removal - Equipment Total $3,058.00 MORTON SALT INC. Snow Removal - Salt 14-140 $9,484.53 Snow Removal - Salt Total $9,484.53 SUNGARD AVAILABILITY SERVICES LP Soft/Hardware Service Contracts 10-135 $8,046.00 SCHNEIDER ELECTRIC Soft/Hardware Service Contracts 14-102 $3,101.75 HEWLETT PACKARD COMPANY Soft/Hardware Service Contracts 25KTHRES $12,825.34 Soft/Hardware Service Contracts Total $23,973.09 503 CORP Stores Inventory 25KTHRES $756.00 A&A GLOVE & SAFETY CO. Stores Inventory 25KTHRES $3,706.50 BDF INDUSTRIAL FASTENERS Stores Inventory 25KTHRES $305.87 CHEMSEARCH Stores Inventory 25KTHRES $1,438.96 COONEY BROTHERS INC Stores Inventory 25KTHRES $321.31 FRANKLIN ELECTRIC CO Stores Inventory 25KTHRES $4,959.94 GARDEN STATE HIGHWAY PRODUCTS, INC. Stores Inventory 25KTHRES $912.56 HENKE MANUFACTURING Stores Inventory 25KTHRES $457.43 LAWSON PRODUCTS INC Stores Inventory 25KTHRES $765.19 MULTIFACET, INC. Stores Inventory 25KTHRES $2,189.23 OLD DOMINION BRUSH Stores Inventory 25KTHRES $2,400.00 ORION SAFETY PRODUCTS Stores Inventory 25KTHRES $2,457.65 PABCO INDUSTRIES,INC Stores Inventory 25KTHRES $2,493.50 PAPER MART, INC. Stores Inventory 25KTHRES $439.80 ROBERTS OXYGEN Stores Inventory 25KTHRES $130.00 SALERNO TIRE CORPORATION Stores Inventory 25KTHRES $2,056.86 SHERWIN WILLIAMS Stores Inventory 25KTHRES $1,301.30 UNITED ELECTRIC SUPPLY COMPANY Stores Inventory 25KTHRES $1,861.90 W W GRAINGER INC Stores Inventory 25KTHRES $394.44 Y-PERS Stores Inventory 25KTHRES $1,722.00 Stores Inventory Total $31,070.44 DIRECTV Subscriptions 25KTHRES $13.00 GOVERNMENT NEWS NETWORK - GOVNET Subscriptions 25KTHRES $82.50 NEW JERSEY LAW JOURNAL Subscriptions 25KTHRES $503.88 THOMSON REUTERS- WEST Subscriptions 25KTHRES $993.67 Subscriptions Total $1,593.05 UNI-SELECT USA, INC Supplies 14-037 $16.11 ANYZEK FUEL INC Supplies 25KTHRES $901.60 FYR FYTER SALES AND SERVICE Supplies 25KTHRES $191.04 SOUTH JERSEY WELDING Supplies 25KTHRES $450.69 TRI-COUNTY TERMITE & PEST CONTROL INC. Supplies 25KTHRES $240.00 UNITED SITE SERVICES NORTHEAST, INC. Supplies 25KTHRES $177.92 V & S DELAWARE GALVANIZING LLC Supplies 25KTHRES $553.80 Supplies Total $2,531.16 UBS GLOBAL ASSET MANAGEMENT Swap Interest Payments 01-019 $2,595,816.11 Swap Interest Payments Total $2,595,816.11 SPRINT Telephone UTILITY $2,548.73 THE CONFERENCE GROUP, LLC Telephone UTILITY $552.18 VERIZON Telephone UTILITY $34,857.44 VERIZON BUSINESS Telephone UTILITY $688.02 VERIZON WIRELESS Telephone UTILITY $7,005.74 Telephone Total $45,652.11 CAMDEN COUNTY Testing and Inspection Fees 25KTHRES $150.00 Testing and Inspection Fees Total $150.00 DUNBAR ARMORED, INC. Toll Deposit Processing Fee 14-093 $16,410.56 Toll Deposit Processing Fee Total $16,410.56 NJ E-ZPASS Toll Refunds 04-031 $1,238.77 KIMBERLY MYERS Toll Refunds 25KTHRES $8.00 MICHELLE CURCIO Toll Refunds 25KTHRES $5.00 PETER ROZDAY Toll Refunds 25KTHRES $10.00 REGINALD REDDING Toll Refunds 25KTHRES $15.00 RONALD BURGESS Toll Refunds 25KTHRES $15.00

**Capital Expenditure Page 6 of 8 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 04/01/15 THRU 04/30/15 MEETING DATE 05/20/2015

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

Toll Refunds Total $1,291.77 AMERICAN TRAFFIC SAFETY SERVICES Training - Registration 25KTHRES $7,000.00 CHESAPEAKE REGION SAFETY COUNCIL Training - Registration 25KTHRES $795.00 GARDEN STATE COUNCIL SHRM Training - Registration 25KTHRES $450.00 INSURANCE SOCIETY OF PHILADELPHIA Training - Registration 25KTHRES $585.00 LORMAN EDUCATION SERVICES Training - Registration 25KTHRES $209.00 MID-ATLANTIC LEEDS, INC. Training - Registration 25KTHRES $600.00 NATIONAL TECHNOLOGY TRANSFER INC Training - Registration 25KTHRES $6,975.00 NEW JERSEY STATE SAFETY COUNCIL Training - Registration 25KTHRES $360.00 PENNSYLVANIA BAR INSTITUTE (PBI) Training - Registration 25KTHRES $724.00 PMA CONFERENCE MANAGEMENT Training - Registration 25KTHRES $1,797.00 RADISSON HOTEL Training - Registration 25KTHRES $101.00 RUTGERS BIOMEDICAL & HEALTH SCIENCES Training - Registration 25KTHRES $1,540.00 SKILLPATH SEMINARS Training - Registration 25KTHRES $89.00 TRI-STATE HRMA Training - Registration 25KTHRES $370.00 Training - Registration Total $21,595.00 DAVID J. AUBREY Training, Travel and Subsistence 25KTHRES $41.45 HOWARD JOHNSON OCEANFRONT PLAZA Training, Travel and Subsistence 25KTHRES $305.00 JOHANNE CORKER Training, Travel and Subsistence 25KTHRES $58.47 NATIONAL TECHNOLOGY TRANSFER INC Training, Travel and Subsistence 25KTHRES $9,350.00 NYDIA ROSARIO Training, Travel and Subsistence 25KTHRES $42.40 THOMAS MCNELIA Training, Travel and Subsistence 25KTHRES $61.04 Training, Travel and Subsistence Total $9,858.36 XEROX STATE & LOCAL SOLUTIONS, INC. Transaction Fees 04-031 $164,222.90 Transaction Fees Total $164,222.90 WASTE MANAGEMENT OF NEW JERSEY, INC Trash Removal 13-071 $1,759.96 WASTE MANAGEMENT OF PA INC Trash Removal 13-071 $2,578.24 Trash Removal Total $4,338.20 JOSEPH GRAZIANO Tuition Reimbursement 25KTHRES $210.00 NYDIA ROSARIO Tuition Reimbursement 25KTHRES $3,240.00 Tuition Reimbursement Total $3,450.00 COMMONWEALTH OF PENNSYLVANIA Unclaimed Property 25KTHRES $136.36 Unclaimed Property Total $136.36 A&A GLOVE & SAFETY CO. Uniforms 25KTHRES $1,447.00 ACME UNIFORM FOR INDUSTRY Uniforms 25KTHRES $370.95 BERBEN INSIGNIA COMPANY Uniforms 25KTHRES $39.00 LAWMEN SUPPLY CO OF NEW JERSEY, INC. Uniforms 25KTHRES $773.50 P.L.J. SAFETY SUPPLY COMPANY Uniforms 25KTHRES $1,672.00 QUALITY CONCEPTS, INC. Uniforms 25KTHRES $4,762.80 RED THE UNIFORM TAILOR Uniforms 25KTHRES $2,300.00 TONY'S SHOE SHOP Uniforms 25KTHRES $1,235.98 Uniforms Total $12,601.23 EMPLOYEE PASS THROUGH PAYMENTS Union Dues, Employee Contributions, Etc. 552,506.24$ Union Dues, Employee Contributions, Etc. Total 552,506.24$ UNI-SELECT USA, INC Vehicle Repairs - Inside 14-037 $506.25 CHERRY HILL DODGE INC Vehicle Repairs - Inside 25KTHRES $3,135.00 Vehicle Repairs - Inside Total $3,641.25 UNI-SELECT USA, INC Vehicle Repairs - Outside 14-037 $43.61 CERTIFIED SPEEDOMETER SERVICE Vehicle Repairs - Outside 25KTHRES $736.00 Vehicle Repairs - Outside Total $779.61 UNI-SELECT USA, INC Vehicle Supplies 14-037 $6,495.05 NAPA AUTO PARTS Vehicle Supplies 25KTHRES $2,390.71 Vehicle Supplies Total $8,885.76 GENERAL SALES ADMIN. Vehicles 25KTHRES $3,181.20 ** Vehicles Total $3,181.20 NESTLE WATERS NORTH AMERICA Water and Sewer 14-058 $841.97 CAMDEN COUNTY MUA Water and Sewer UTILITY $3,080.00 MERCHANTVILLE-PENNSAUKEN Water and Sewer UTILITY $1,826.55 NEW JERSEY AMERICAN WATER Water and Sewer UTILITY $356.05 WATER REVENUE BUREAU Water and Sewer UTILITY $5,063.43 Water and Sewer Total $11,168.00 QUAL-LYNX Workmen's Compensation 12-105 $147,901.65 Workmen's Compensation Total $147,901.65

**Capital Expenditure Page 7 of 8 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 04/01/15 THRU 04/30/15 MEETING DATE 05/20/2015

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

AECOM TECHNICAL SERVICES, INC WWB Repairs 11-094 $17,867.48 ** WWB Repairs Total $17,867.48

$23,144,906.30

**Capital Expenditure Page 8 of 8 PURCHASE ORDERS & CONTRACTS DRPA MONTHLY LIST OF PURCHASE ORDER CONTRACTS - APRIL 2015

VENDOR NAME ITEM DESCRIPTION PO NUMBER AMOUNT RESOLUTION A&A GLOVE & SAFETY CO. Stores Inventory Account P15P0140 $714.00 25KTHRES A&A GLOVE & SAFETY CO. Uniforms P15P0126 $117.00 25KTHRES BENTLEY SYSTEMS INC Data Processing P15M0021 $777.00 25KTHRES BILLS BEST TRANSMISSION INC. Landscaping - Equipment Repairs P15E0005 $2,600.00 25KTHRES CHERRY HILL DODGE INC Vehicle Repairs - Inside P15E0010 $3,135.00 25KTHRES COLONIAL ELECTRIC SUPPLY Lighting, Elect. & Lane Markers P15P0148 $7,625.30 25KTHRES EASTERN DATA PAPER Stores Inventory Account P15P0159 $1,740.00 25KTHRES EPLUS TECHNOLOGY INC Licensing Fees - Software P15S0061 $7,302.00 25KTHRES EPLUS TECHNOLOGY INC Miscellaneous Equipment P15S0059 $3,332.40 25KTHRES FRANKLIN ELECTRIC CO Repairs - Bridges P15P0142 $1,215.00 25KTHRES FRANKLIN ELECTRIC CO Repairs - Other Equipment P15P0156 $12,014.50 25KTHRES FRANKLIN ELECTRIC CO Repairs to Buildings P15P0137 $2,558.05 25KTHRES FRANKLIN ELECTRIC CO Stores Inventory Account P15P0133 $1,027.50 25KTHRES FRANKLIN ELECTRIC CO Stores Inventory Account P15P0151 $2,300.00 25KTHRES GRAYBAR ELECTRIC COMPANY INC Repairs to Buildings P15P0136 $3,362.05 25KTHRES GRIFFITH ELECTRIC SUPPLY Stores Inventory Account P15P0139 $1,610.20 25KTHRES HENKE MANUFACTURING Snow Removal Equipment P15P0135 $14,222.00 25KTHRES HERITAGE-CRYSTAL CLEAN Miscellaneous Supplies P15M0020 $3,756.00 25KTHRES INTERSTATE AERIALS, LLC Repairs Bridge P15P0150 $9,300.00 25KTHRES JAY'S TIRE SERVICE Tires and Tubes P15E0014 $3,230.00 25KTHRES LAWMEN SUPPLY CO OF NEW JERSEY, INC. DWI Enforcement P15P0158 $4,125.00 25KTHRES LAWMEN SUPPLY CO OF NEW JERSEY, INC. Uniforms P15P0146 $2,271.00 25KTHRES LINDSAY TRANSPORTATION SOLUTIONS Stores Inventory Account P15L0022 $12,000.00 DRPA-14-144 MULTIFACET, INC. Stores Inventory Account P15P0152 $248.40 25KTHRES NAPA AUTO PARTS Other Vehicle Supplies P15E0011 $2,390.71 25KTHRES P.L.J. SAFETY SUPPLY COMPANY Uniforms P15E0008 $1,672.00 25KTHRES PABCO INDUSTRIES,INC Stores Inventory Account P15P0141 $2,173.20 25KTHRES PEIRCE-PHELPS INC Repairs to Buildings P15P0147 $2,349.27 25KTHRES QUALITY CONCEPTS, INC. Uniforms P15P0100 $205.50 25KTHRES SALERNO TIRE CORPORATION Stores Inventory Account P15P0145 $2,056.86 25KTHRES SALERNO TIRE CORPORATION Stores Inventory Account P15P0154 $926.88 25KTHRES SET RITE CORP Repairs - Buildings P15E0012 $2,467.00 25KTHRES SHERWIN WILLIAMS Stores Inventory Account P15P0134 $1,301.30 25KTHRES SHERWIN WILLIAMS Stores Inventory Account P15P0157 $243.60 25KTHRES SOFTWARE HOUSE INTERNATIONAL Licensing Fees - Software P15S0063 $8,521.56 DRPA-15-026 SOFTWARE HOUSE INTERNATIONAL Licensing Fees - Software P15S0064 $24,303.70 DRPA-15-026 THYSSENKRUPP ELEVATOR CORPORATION Repairs - Buildings P15E0001 $4,881.00 25KTHRES TRAFCON INDUSTRIES, INC Repairs - Other Equipment P15S0056 $4,544.00 25KTHRES TRANSPO INDUSTRIES INC Repairs - Bridges P15L0021 $14,860.00 25KTHRES UNITED ELECTRIC SUPPLY COMPANY Stores Inventory Account P15P0144 $233.98 25KTHRES WELDON ASPHALT Replacement of Roadway P15E0007 $2,979.92 25KTHRES WHARTON HARDWARE & SUPPLY Repairs Bridge P15P0149 $335.33 25KTHRES WHARTON HARDWARE & SUPPLY Stores Inventory Account P15P0143 $210.40 25KTHRES WHARTON HARDWARE & SUPPLY Stores Inventory Account P15P0153 $537.30 25KTHRES WILLIAMS SCOTSMAN INC Repairs to Buildings P15P0099 $2,133.66 25KTHRES WW GRAINGER Stores Inventory Account P15P0155 $153.60 25KTHRES Y-PERS Stores Inventory Account P15P0138 $1,205.00 25KTHRES OPERATIONS & MAINTENANCE 1 DELAWARE RIVER PORT AUTHORITY

2 Operations & Maintenance Committee Meeting

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

5 Wednesday, May 6, 2015

6 Committee Members:

7 Albert Frattali, Chairman Rohan Hepkins, Vice Chairman 8 Whitney White Frank DiAntonio 9 Charles Fentress Richard Sweeney 10 Antonio Fiol-Silva John Lisko, Chief of Staff/Chief Investment Officer, 11 Pennsylvania Treasury (for Acting Pennsylvania Treasurer Christopher Craig via telephone) 12 Others Present: 13 Christopher Howard, Assistant Counsel 14 New Jersey Governor's Authorities Unit David Dix, Assistant to Chairman Ryan Boyer 15 DRPA/PATCO Staff: 16 John Hanson, Chief Executive Officer 17 Kristen Mayock, Esq., Acting General Counsel & Acting Corporate Secretary 18 Stephen Holden, Deputy General Counsel Kathleen P. Vandy, Assistant General Counsel 19 Richard J. Mosback, Jr., Assistant General Counsel Dan Auletto, Acting Chief Operating Officer 20 James White, Chief Financial Officer Michael Venuto, Chief Engineer 21 William Shanahan, Director, Government Relations Mark Lopez, Manager, Government Relations 22 Barbara Holcomb, Manager, Capital Grants

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

1 DRPA/PATCO Staff: (continued)

2 John Rink, General Manager, PATCO Bennett Cornelius, Assistant General Manager, PATCO 3 Fran O'Brien, Manager, Customer & Community Relations Sheila Milner, Administrative Coordinator 4 Elizabeth McGee, Administrative Coordinator

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

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

1 INDEX

2 Page

3 Roll Call 5

4 Construction for the Rehabilitation of Track 6 Structure on the Westmont Viaduct, 5 PATCO-28-2007

6 Construction Monitoring Services for the 9 Rehabilitation of Track Structure on the 7 Westmont Viaduct, PATCO-28-2007

8 Construction for Ben Franklin Bridge 5th Street 11 Philadelphia Tunnel Rehabilitation, 9 BF-37-2013

10 Commodore Barry Bridge Administration Building 13 Switchgear Replacement, CB-29-2014 11 Construction Monitoring Services for Betsy 15 12 Ross Bridge & I-95 Interchange Improvements Project 13 Capital Project Modifications, Contract Number 22 14 PATCO-18-C-LTK

15 Atlantic City Electric Proposed Utility 24 Easement Agreement for Service to 16 Gloucester County 911 Shelter

17 Purchase of 10 Dynamic Message Signs for 25 Toll Lanes 18 DRPA Bridge Facility Elevator Maintenance and 28 19 Service Contract

20 LEAP Academy University Charter School In-Kind 29 Bus Parking at the Ben Franklin Bridge 21 Facility

22

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

1 INDEX

2 (continued)

3 Page

4 DRPA Application for Grant Funding Through 31 5 FY2015 U.S. Department of Transportation TIGER VII Discretionary Grant Program for 6 Reopening of Franklin Square on the PATCO Transit Line 7 General Discussion: 8 Contract No. PATCO-15-0, Ferry Avenue and 34 9 Collingswood Stations Parking Lot Reconstruction 10 Status of the Loss Control & Safety 36 11 Services Contract with Aon

12 Right of Entry and Related Agreements with 39 Philadelphia Water Department 13 Right of Entry and Related Agreements with 40 14 Department of the Army

15 Spending Tracking 42

16 Executive Session

17 Open Session:

18 Capital Project Contract Modification, 44 Contract No. PATCO-18-C-LTK 19 Adjourn 44 20

21

22

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

1 PROCEEDINGS

2 (8:04 a.m.)

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

4 the meeting of the Operations & Maintenance Committee

5 of the Delaware River Port Authority and ask the

6 corporate secretary to call the roll.

7 MS. MAYOCK: Chairman Frattali?

8 CHAIRMAN FRATTALI: Here.

9 MS. MAYOCK: Vice Chairman Hepkins?

10 VICE CHAIRMAN HEPKINS: Here.

11 MS. MAYOCK: Commissioner Fiol-Silva?

12 COMMISSIONER FIOL-SILVA: Present.

13 MS. MAYOCK: Commissioner Sweeney?

14 COMMISSIONER SWEENEY: Here.

15 MS. MAYOCK: Commissioner Fentress?

16 COMMISSIONER FENTRESS: Here.

17 MS. MAYOCK: Commissioner DiAntonio?

18 COMMISSIONER DiANTONIO: Here.

19 MS. MAYOCK: Commissioner Lisko?

20 COMMISSIONER LISKO: On the phone.

21 MS. MAYOCK: Thank you.

22 You have a quorum.

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

1 CHAIRMAN FRATTALI: Okay. We have a pretty

2 full agenda today, so we'll try to move quickly.

3 There are 11 items on the agenda today. The

4 first item is construction monitoring services for the

5 rehabilitation of track structure of the Westmont

6 viaduct.

7 Mr. Venuto?

8 MR. VENUTO: Yes, thank you, Mr. Chairman.

9 Good morning, Commissioners. Staff is seeking

10 authorization to negotiate a construction contract

11 with Railroad Construction Company to perform the

12 construction services for the rehabilitation of the

13 track structure on the Westmont viaduct in an amount

14 of $11,750,000.

15 An engineering evaluation of the Westmont

16 viaduct revealed deterioration of the concrete and the

17 embedded track anchors. A design consultant was

18 retained to develop contract documents for work

19 encompassing the necessary and recommended facility

20 repairs. The project will replace the existing track

21 fasteners and the fastening system, and will install

22 new track. These components are part of the original

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

1 PATCO system installed in -- or opened in 1969.

2 You will see that we had three other bids. We

3 had a big spread on the bids. The low bid was

4 $11,750,000. The next lowest bid was $14 million and

5 change, and then $17 million, and $18.8 million. Our

6 engineer's estimate was $19.3. So have a pretty big

7 spread on the bids and we have a big spread from our

8 engineer's estimate. So the low bid is about

9 $7.5 million lower than our estimate.

10 I will say our estimate was based off of --

11 and we feel comfortable moving forward with Railroad

12 Construction, and I'll give you the background here.

13 Our estimate was based on what we learned.

14 We did a very similar project at Collingswood

15 viaduct a couple of years ago and we learned some

16 lessons there. Our estimate was based off of some of

17 the issues we encountered out there in Collingswood

18 and the ability to work and get the work done. A lot

19 of problems we had in the construction and a few

20 design -- or a few issues with the plans and specs.

21 So that's how we based the estimate.

22 However, going forward and analyzing where we

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

1 got with the bids and why we believe we're okay with

2 this, we do have improved contract documents from last

3 time. This contractor has a different approach than

4 the last contractor took as far as executing the work.

5 And they also own some specialized equipment that they

6 have used on the Washington Metro and New Jersey

7 Transit, which will make those -- which they have

8 presented that will make the installation of the track

9 fasteners a lot easier. So we do feel comfortable

10 moving forward with Railroad Construction.

11 CHAIRMAN FRATTALI: This isn't for the

12 monitoring service, though.

13 MR. VENUTO: No, this is for the construction,

14 itself. And then we have --

15 If you want me to go right into the second

16 one?

17 CHAIRMAN FRATTALI: Yeah, we did it backwards.

18 I read monitoring service.

19 MS. MAYOCK: That was the order, monitoring

20 services was first.

21 CHAIRMAN FRATTALI: Monitoring services were

22 first.

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

1 MS. MAYOCK: Construction was second. Sorry.

2 MR. VENUTO: Okay, my fault. I apologize.

3 CHAIRMAN FRATTALI: So we covered the second

4 one first. Just so there's no confusion.

5 MR. VENUTO: Yeah, that was my fault.

6 CHAIRMAN FRATTALI: And now we're doing the

7 monitoring.

8 Well, let's get a motion on this, then we'll

9 do the monitoring.

10 COMMISSIONER FENTRESS: Move the motion.

11 COMMISSIONER DiANTONIO: Second.

12 CHAIRMAN FRATTALI: We have a motion and

13 second.

14 Are there any questions on this?

15 All in favor?

16 ALL: Aye.

17 CHAIRMAN FRATTALI: Any opposed?

18 Ayes have it.

19 All right. Now, we'll do the monitoring

20 service.

21 MR. VENUTO: Yes, sir. I apologize.

22 So the second or the first one, the

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

1 construction monitoring services for the

2 rehabilitation of track structure. Staff is seeking

3 authorization to negotiate an agreement with Jacobs

4 Project Management Company to provide the CM services

5 for the Contract PATCO-28-2007, the rehabilitation of

6 the track structure on the Westmont viaduct in an

7 amount of $1,969,847.

8 This agreement will provide for full-time,

9 onsite construction inspection and monitoring service

10 for the rehabilitation of the track structure on the

11 Westmont viaduct. Services include a full-time

12 resident engineer and support inspection staff for

13 inspecting all contract field activities and

14 monitoring the construction for contract compliance

15 with the plans and specifications.

16 And this selection -- this consultant's

17 selection was discussed with the O&M Committee in

18 previous weeks.

19 CHAIRMAN FRATTALI: Any questions?

20 I need a motion.

21 COMMISSIONER DiANTONIO: So moved.

22 CHAIRMAN FRATTALI: Second?

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

1 COMMISSIONER SWEENEY: Second.

2 CHAIRMAN FRATTALI: All in favor?

3 ALL: Aye.

4 CHAIRMAN FRATTALI: Any opposed?

5 Ayes have it.

6 The third item is construction for the Ben

7 Franklin Bridge 5th Street Philadelphia Tunnel

8 Rehabilitation.

9 Mr. Venuto?

10 MR. VENUTO: Thank you. Staff is seeking

11 authorization to negotiate a construction contract

12 with South State, Inc. to perform repairs for the 5th

13 Street vehicle and pedestrian tunnels in an amount of

14 $2,409,303.

15 The project will repair the deteriorated

16 section of the vehicle and pedestrian tunnels in order

17 to preserve and extend the useful life. The work

18 includes rehabilitation of the vehicle and pedestrian

19 tunnels, and adjacent service areas. The work

20 includes concrete repairs, asphalt repairs, sidewalk

21 curb, replacement of tunnel lighting, signage, and

22 protective coatings. The tunnel is located beneath

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

1 the west approach to the Ben Franklin Bridge on 5th

2 Street between Callowhill and Race Street.

3 COMMISSIONER DiANTONIO: The bids were kind of

4 close?

5 MR. VENUTO: I'm sorry?

6 COMMISSIONER DiANTONIO: The bids were kind of

7 close?

8 MR. VENUTO: Yes, the bids were close. We did

9 get a lot of interest on this project. It's not

10 overly complicated, you know, making concrete repairs

11 and things like that.

12 CHAIRMAN FRATTALI: Any questions?

13 Seeing none --

14 MR. VENUTO: If I can, in the proposal on the

15 summary statement and resolution, I noticed there is a

16 typo there. They missed a word.

17 MS. MAYOCK: Where is that?

18 MR. VENUTO: On the proposal where it says,

19 "to perform the work under this contract consists of."

20 So if I could just for the Board meeting reword that

21 and --

22 MS. MAYOCK: That's fine.

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

1 MR. VENUTO: -- submit a revised copy to

2 perform work on the 5th Street vehicle and pedestrian

3 tunnels. I apologize.

4 MS. MAYOCK: No problem.

5 CHAIRMAN FRATTALI: I need a motion.

6 COMMISSIONER DiANTONIO: So moved.

7 CHAIRMAN FRATTALI: Second?

8 COMMISSIONER SWEENEY: Second.

9 CHAIRMAN FRATTALI: All in favor?

10 ALL: Aye.

11 CHAIRMAN FRATTALI: Any opposed?

12 The ayes have it.

13 The fourth item is the Commodore Barry Bridge

14 administrative building switchgear replacement.

15 Mike?

16 MR. VENUTO: All right. Staff is seeking

17 authorization to negotiate a construction contract

18 with Chammings Electric to perform the Commodore Barry

19 Bridge administration building switchgear replacement

20 in an amount of $522,800.

21 The existing switchgear in the administration

22 building of the Commodore Barry distributes power to

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

1 the toll plaza and administration complex, as well as

2 provides backup power to the bridge. The switchgear

3 is original to the construction of the bridge and

4 supports the facilities, and has reached the end of

5 its useful life.

6 The work to be completed under this contract

7 consists of providing a new electrical distribution

8 system for the administration building, demolition,

9 and removal of the existing electrical switchgear,

10 installation of new building service feeders, new

11 electrical switchgear, and grounding system.

12 COMMISSIONER SWEENEY: Mike, 502 or 522? I've

13 got 502.

14 MR. VENUTO: It is 522; $522,800.

15 CHAIRMAN FRATTALI: All right.

16 Any questions? I need a motion.

17 COMMISSIONER FENTRESS: Move the motion.

18 CHAIRMAN FRATTALI: Second?

19 COMMISSIONER SWEENEY: Second.

20 CHAIRMAN FRATTALI: All in favor?

21 ALL: Aye.

22 CHAIRMAN FRATTALI: Any opposed?

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

1 Ayes have it.

2 The fifth item is construction monitoring

3 services for the Betsy Ross Bridge and I-95

4 interchange improvement project.

5 Mr. Venuto?

6 MR. VENUTO: Okay. Staff is seeking

7 authorization to negotiate an agreement with URS

8 Corporation to provide construction monitoring

9 services for the Betsy Ross Bridge and I-95

10 interchange improvement project being conducted by

11 PennDOT in an amount of $502,053.02.

12 This agreement will provide for full-time, all

13 onsite construction inspection and monitoring service

14 for the Betsy Ross Bridge and I-95 interchange

15 improvement project. Services will include a part-

16 time resident engineer, inspection staff, and office

17 staff for all contract field activities and monitoring

18 of contractor's compliance with the plans and

19 specifications.

20 The cost for this contract will be reimbursed

21 by PennDOT. This is a major PennDOT project that will

22 be connecting -- performing some improvements in that

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

1 area connected to the Betsy Ross Bridge. And while

2 PennDOT's contractors are working on DRPA property and

3 affecting our facilities, we like to hire a

4 construction monitoring service to look after our

5 interests. PennDOT has agreed to reimburse us for our

6 costs .

7 It's similar to the agreement we had with them

8 on the Commodore Barry. Years ago, they built new

9 ramps at the Commodore Barry and this was the same

10 arrangement we had. We had a construction monitor and

11 they reimbursed us for the cost.

12 Right now, the reimbursement, Legal is working

13 on a right-of-entry agreement for PennDOT's

14 contractors to be on our property. It doesn't address

15 any of the issues we talked about before as far as

16 ownership, future ownership of the ramps, but it does

17 address reimbursing us for our services here. That

18 language is in the right-of-entry that is nearing

19 completion, nearing the final details.

20 We are also including in that right-of-entry

21 agreement, a jurisdictional map which will include our

22 responsibilities. There are some areas that it's just

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

1 easier for us to snow plow or street sweep, those

2 types of things, because our trucks have to pass

3 anyway. And this is similar with what we have with

4 the DOTs -- New Jersey DOT or PennDOT -- on other

5 areas where, while we're going across those areas we

6 will plow or street sweep, those types of things. But

7 we won't have any responsibility for maintenance; we

8 may eventually.

9 PennDOT has been in front of this committee a

10 number of times over the past couple of years. They

11 continue to recommend or request that we take

12 ownership of these new ramps as they build them; so at

13 some point we will have to discuss that.

14 CHAIRMAN FRATTALI: There's no decision was

15 made on that?

16 MR. VENUTO: No, sir. No decision was made,

17 but it will be. It's something that this committee is

18 going to need to address and we'll need to discuss

19 with the full Board, because now that they've started

20 construction, it's imminent that we'll have to get to

21 that.

22 If I can, I'll just introduce Rick. Rick

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

1 Mosback has talked to the committee on other projects

2 before. He has been negotiating the language with

3 PennDOT.

4 And if you wanted to add anything?

5 MR. MOSBACK: Yes. We've had recent

6 discussions with PennDOT about the potential future

7 ownership issues. PennDOT is obviously interested in

8 addressing those, as we are; but they have indicated

9 that will involve higher level discussions on their

10 end, which I guess they haven't had yet. So, at some

11 point, they will likely have to come back before this

12 committee and discuss some potential resolutions to

13 the outstanding issues that have been around since

14 1975.

15 The good news is that we are ready to move

16 forward with the right-of-entry. We have agreed on

17 all of the substantive language, so the project can

18 get moving. We're moving in the right direction

19 there. Right now, we're just finalizing exhibits, so

20 that agreement we expect to be executed in the next

21 week or so.

22 CHAIRMAN FRATTALI: All right. Last time we

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

1 spoke, I think, Mike, you did an estimate that would

2 cost us something like $40 million over 20 years.

3 MR. VENUTO: Yes, sir.

4 CHAIRMAN FRATTALI: Is it necessary that we

5 own these? I mean, are they that vital? I don't

6 think they're that important to us. Are they

7 affecting our traffic?

8 MR. VENUTO: It's not only the capital cost

9 over that number of years, it's the ongoing

10 operational cost that we would -- we'll have to come

11 back to the committee and present, and then we'll be

12 able to make a decision. But the long time capital

13 costs are a lot.

14 CHAIRMAN FRATTALI: So we've got to weigh

15 whether or not this is valuable to us or not. Right

16 now, I don't think it is.

17 MR. HANSON: Well, we haven't been asked. I

18 mean, we're not being asked right at this moment to

19 assume ownership, right?

20 MR. MOSBACK: Correct.

21 MR. VENUTO: I don't know. This right-of-

22 entry agreement is not about ownership. But PennDOT

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

1 is anxious to get a determination one way or the

2 other, whether we are going to take ownership.

3 CHAIRMAN FRATTALI: They want us to do it. We

4 had the original meeting with them, remember when they

5 came? Was that two years ago, maybe longer?

6 MR. MOSBACK: Yes, sir.

7 CHAIRMAN FRATTALI: When they first proposed

8 that, they talked then about, “yeah, you guys take” --

9 MR. HANSON: You're right. They're talking

10 about it and we did not give them a decision on it.

11 And that's why we came to this point where they want

12 to be able to get in. So this allows the project to

13 advance without us having to agree to take ownership.

14 That's this --

15 CHAIRMAN FRATTALI: We'll have to have some

16 serious discussion about it.

17 MR. HANSON: Yeah. And so what we have before

18 us right now, we don't really have anything formal, to

19 my knowledge, before us right now regarding ownership,

20 right? They just want --

21 MR. VENUTO: That's correct.

22 MR. HANSON: So right now they just want to

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

1 get in to be able to move the project forward. And I

2 agree with you, but I think it's in our best interest

3 to let this go forward without agreeing to take

4 ownership.

5 MR. MOSBACK: And if could just note, too,

6 that PennDOT isn't pushing for us to take ownership

7 right now. The last conversation we had this week

8 with PennDOT, they're happy with the status quo, which

9 isn't a long term resolution to the issue. But they

10 want to move forward with the project as-is, so

11 they're not pushing for any other property transfers

12 at this point.

13 CHAIRMAN FRATTALI: All right.

14 Any other questions? Motion?

15 COMMISSIONER DiANTONIO: So moved.

16 CHAIRMAN FRATTALI: And a second?

17 COMMISSIONER FENTRESS: Second.

18 MR. VENUTO: Thanks, Rick.

19 CHAIRMAN FRATTALI: All in favor?

20 ALL: Aye.

21 CHAIRMAN FRATTALI: Any opposed?

22 Ayes have it.

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

1 The sixth item is capital project

2 modifications, contract number PATCO-18-C-LTK.

3 Mr. Venuto?

4 MR. VENUTO: Staff is seeking authorization to

5 execute a contract modification to -- as far as

6 capital projects; they recommend that the board amend

7 the 2015 capital budget to include increases in

8 contract amount being requested in this resolution.

9 This resolution presents a capital -- a

10 supplement for LTK Engineering Services, on

11 professional engineering services for the PATCO car

12 overhaul project, 18C. The current contract amount is

13 $18,831,070.

14 This supplemental agreement for $761,453 is to

15 cover: construction monitoring costs from January 2015

16 to present, which is $600,000; claims support of

17 $133,931; and a project delay analysis for $27,552.

18 CHAIRMAN FRATTALI: Mike, what was that number

19 again?

20 MR. VENUTO: I'm sorry. So LTK's current

21 contract -- the supplemental agreement is for --

22 CHAIRMAN FRATTALI: I thought we were only

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

1 giving them a half a million.

2 MR. VENUTO: At the last O&M Committee

3 meeting, we decided to give them $600,000 for their

4 additional -- for the staffing for additional work

5 they're doing out there. And then the $133,931 and

6 $27,552 were separate.

7 We agreed to provide -- to give them

8 additional -- that's not related to the oversight,

9 it's additional. We've had some claims for some

10 claims mitigation that -- to support some claims that

11 Alstom has put in.

12 MR. HANSON: So that's new work. The $600,000

13 was to cover the work that we talked about for

14 January, when I met with them, to present. It's

15 roughly $600,000. It doesn't address the back money.

16 That was the money to move us toward conditional

17 acceptance, which we are very close to now.

18 The other money is new scope dealing with

19 issues that have arisen between us and Alstom relative

20 to differences of opinion on the contract.

21 MS. MAYOCK: We can have a more detailed

22 conversation about this in Executive Session, if you

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

1 wanted to hold this particular resolution. Your call.

2 COMMISSIONER DiANTONIO: I agree. Let's talk

3 about it.

4 MS. MAYOCK: You want to hold it for now?

5 CHAIRMAN FRATTALI: Yeah, we want to hold it

6 and go to the executive (session). But you know this

7 is one item.

8 The eighth item is purchase of ten dynamic

9 message signs for toll lanes.

10 Mike?

11 MS. MAYOCK: We skipped over the seventh, the

12 Atlantic City Electric?

13 CHAIRMAN FRATTALI: Oh, I'm sorry. Atlantic

14 City Electric proposed utility easement agreement for

15 service to Gloucester County 911 shelter.

16 Mike?

17 MR. VENUTO: Yes, I'm sorry. Staff is seeking

18 authorization to negotiate an agreement with the

19 Atlantic City Electric Company for the installation of

20 a service pole on the west side of the access road, of

21 the toll plaza, of the Commodore Barry Bridge.

22 Atlantic City Electric has requested permission to

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

1 install a service pole to get power to their

2 Gloucester County 911 shelter.

3 We previously provided them an agreement to

4 put their antenna on our radio tower and the Atlantic

5 City Electric needs to get power to their antenna and

6 they need an easement to cross our property to install

7 the power.

8 CHAIRMAN FRATTALI: Any questions?

9 I need a motion.

10 COMMISSIONER FENTRESS: Move the motion.

11 CHAIRMAN FRATTALI: Second?

12 COMMISSIONER DiANTONIO: Second.

13 CHAIRMAN FRATTALI: All in favor?

14 ALL: Aye.

15 CHAIRMAN FRATTALI: Any opposed?

16 Ayes have it.

17 The eighth item is purchase of ten dynamic

18 message signs for toll lanes.

19 Mr. Venuto, again.

20 MR. VENUTO: Staff is seeking authorization to

21 negotiate a contract with United Elevator Company --

22 what did I do with my last one? I'm sorry.

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

1 Staff is seeking authorization to negotiate a

2 purchase order contract with the firm of Daktronics to

3 purchase ten toll lane dynamic message signs for the

4 Ben Franklin, Walt Whitman, and Commodore Barry

5 Bridges in an amount of $126,350.

6 The purpose is to procure ten signs to replace

7 the existing static signs at the Ben Franklin, Walt

8 Whitman, and Commodore Barry. The signs provide

9 directions to our customers regarding which toll lanes

10 are E-ZPass lanes, cash only lanes, dual lane uses,

11 and dual lanes which are at times closed, E-ZPass or

12 cash.

13 Bridge Operations has determined that the

14 replacement of these existing static signs with the

15 dynamic message signs would be beneficial in the

16 flexibility of the toll lane operation.

17 We did a very similar -- we did the same

18 project a few years ago where we replaced the signs

19 that were, at that point, critical to be replaced.

20 These are high visibility, LED signs. And this

21 project is to replace the remaining signs. This is

22 just for the purchase of the equipment and we're going

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

1 to install it with our in-house forces.

2 CHAIRMAN FRATTALI: Rich?

3 COMMISSIONER SWEENEY: You mentioned before

4 they were the only company that does this, right?

5 From South Dakota?

6 MR. VENUTO: When we bid this last time, if I

7 recall correctly, we had a second bidder. Daktronics

8 was the low bidder. But now that we have the

9 Daktronics signs, this would be a sole source

10 procurement with Daktronics to make the signs

11 consistent with what we have out there.

12 CHAIRMAN FRATTALI: Any other questions?

13 I need a motion.

14 COMMISSIONER DiANTONIO: So moved.

15 CHAIRMAN FRATTALI: Second?

16 COMMISSIONER FIOL-SILVA: Second.

17 CHAIRMAN FRATTALI: All in favor?

18 ALL: Aye.

19 CHAIRMAN FRATTALI: Any opposed?

20 Ayes have it.

21 The ninth item is DRPA bridge facility

22 elevator maintenance and service contract.

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

1 Mr. Venuto?

2 MR. VENUTO: Yes. Staff is seeking

3 authorization to negotiate a contract with United

4 Elevator Company in Washington, D.C., to perform

5 maintenance and service on all bridge facility

6 elevators for a period of three years, for an amount

7 of $179,460. DRPA currently operates 11 elevators

8 throughout its bridge facilities.

9 Maintenance and service of this equipment is

10 beyond the DRPA's capabilities and requires an outside

11 contractor. Bids were publicly advertised in February

12 and mailed to 23 bidders. A mandatory site inspection

13 was conducted and six firms attended. Three bids were

14 submitted. Only United Elevator submitted a price.

15 Tri-State had no bid and ThyssenKrupp was non-

16 responsive.

17 Although United Elevator is in Washington,

18 D.C., the company has an operating facility in

19 Marlton, New Jersey, and is a certified MBE company.

20 The Purchasing Department contacted four companies to

21 provide us references and all four companies responded

22 with favorable reviews of United Elevator.

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

1 CHAIRMAN FRATTALI: Any questions?

2 I need a motion.

3 COMMISSIONER SWEENEY: Move the motion.

4 CHAIRMAN FRATTALI: Second?

5 COMMISSIONER DiANTONIO: Second.

6 CHAIRMAN FRATTALI: All in favor?

7 ALL: Aye.

8 CHAIRMAN FRATTALI: Any opposed?

9 Ayes have it.

10 The tenth item is the LEAP Academy University

11 Charter School in-kind bus parking at the Ben Franklin

12 Bridge facility.

13 Ms. O'Brien?

14 MS. O'BRIEN: Good morning, Commissioners.

15 This resolution authorizes DRPA staff to prepare an

16 agreement that will permit LEAP Academy Charter School

17 in Camden to park its special events school bus on

18 DRPA property located at the Ben Franklin Bridge

19 maintenance facility.

20 For the past few years, LEAP has asked for

21 this accommodation because it has been unable to

22 secure safe parking that will accommodate the

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

1 clearance of the bus.

2 The school will provide the required

3 documentation: certification of its 501(c)(3) status;

4 state vehicle registration; vehicle insurance and

5 additional insurance as required by DRPA.

6 This is a renewal of a resolution that goes

7 before the board every year. It's a one-year lease

8 agreement with an option for one year.

9 I'll be happy to answer any questions.

10 CHAIRMAN FRATTALI: What are they parking, one

11 bus?

12 MS. O'BRIEN: One bus, 54-passenger, yes.

13 CHAIRMAN FRATTALI: Any questions?

14 I need a motion.

15 COMMISSIONER FENTRESS: So moved.

16 CHAIRMAN FRATTALI: Second?

17 COMMISSIONER SWEENEY: Second.

18 CHAIRMAN FRATTALI: All in favor?

19 ALL: Aye.

20 CHAIRMAN FRATTALI: Any opposed?

21 Ayes have it.

22 MS. O'BRIEN: Thank you.

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

1 CHAIRMAN FRATTALI: The last item is a DRPA

2 application for grant funding through fiscal year

3 2015; U.S. Department of Transportation, TIGER VII

4 discretionary grant program for reopening of the

5 Franklin Square on the PATCO transit line.

6 Bill?

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

8 members of the committee. Staff is seeking

9 authorization to apply for the Transportation

10 Investment Generating Economic Recovery -- otherwise

11 known as TIGER -- seventh round of funding for the

12 Franklin Square station and its periphery, and

13 accommodations thereof.

14 The total project cost would be as estimated

15 at $28 million. We will apply for a grant for $28

16 million. At a project cost of $28 million, that would

17 be an 80 percent federal share and 20 percent DRPA

18 share. These grants are designated every year for

19 shovel-ready projects and they can be assigned to this

20 type of a project.

21 Typically, we don't ask for approval to apply

22 for a grant, but this is not typical. This is one of

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

1 those grants that demands an authorization to apply

2 for.

3 CHAIRMAN FRATTALI: Is that it, Bill?

4 MR. SHANAHAN: Yes..

5 CHAIRMAN FRATTALI: Any questions?

6 I need a motion.

7 COMMISSIONER FIOL-SILVA: Is the application

8 complete?

9 MR. SHANAHAN: No. This is part of that and

10 it's due June 3rd, so we know it's not complete.

11 COMMISSIONER FIOL-SILVA: We were involved in

12 the Dilworth Plaza Grant. I would like to be able to

13 see the application.

14 MR. SHANAHAN: Certainly.

15 CHAIRMAN FRATTALI: Any other questions?

16 I need a motion.

17 COMMISSIONER DiANTONIO: So moved.

18 CHAIRMAN FRATTALI: Second?

19 COMMISSIONER SWEENEY: Second.

20 CHAIRMAN FRATTALI: All in favor?

21 ALL: Aye.

22 CHAIRMAN FRATTALI: Any opposed?

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

1 Ayes have it.

2 All right. We have five items for general

3 discussion today.

4 MR. HANSON: Chairman Frattali?

5 CHAIRMAN FRATTALI: Yes.

6 MR. HANSON: Can I make a couple of personnel

7 comments?

8 CHAIRMAN FRATTALI: You can talk any time you

9 want.

10 MR. HANSON: Two things that I just want to

11 make the board aware of today, for anybody who doesn't

12 know.

13 Dan Auletto is with us, at the end of the

14 table. That's Dan Auletto. He's serving in the

15 Acting Chief Operating Officer position. He was the

16 bridge director, south. You know him from that

17 position. But Dan is here, today.

18 I also want to make the Commissioners aware

19 that Deputy CEO Conallen is not here today. Mike is

20 an officer in the Naval Reserve. He has been called

21 to active duty and sent overseas. So that's why Mike

22 is not here today. He is serving in the Navy for a

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

1 period we know right now to be about 30 days. He is

2 in and out of contact. We're not really sure what his

3 orders are.

4 So I just wanted to make you aware that's why

5 Mike is not here and you won't probably see him and

6 rarely hear from him over the next month or so.

7 That's it. Thank you.

8 CHAIRMAN FRATTALI: All right. We have five

9 items for general discussion today.

10 There is one change order supplement update on

11 Contract Number PATCO-15-0, Ferry Avenue and

12 Collingswood Station parking lot reconstruction.

13 Michael?

14 MR. VENUTO: This is the second and final

15 change order for the Ferry Avenue and Collingswood

16 Avenue Station parking lot reconstruction. This

17 closes out the project. It's a change order that is a

18 decrease in overall contract cost. The change order

19 itself is a decreasing quantity for 23 contract items,

20 an increase to 8 items, and the addition of 11 new

21 contract items deemed necessary to complete the work.

22 So there are a number of items.

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

1 Not to go through each individual change, but

2 to give you an idea, this contract had a lot of unit

3 prices -- whether it's linear for the curb, or tons of

4 asphalt, or square feet of sidewalk. So what we do at

5 the end of the contract with the unit prices -- we

6 take the pluses and minuses of linear feet, tons, and

7 things like that and zero them all out.

8 In this case, we did that for a number of

9 contract items, increases and decreases. We took the

10 remaining site coordination and condition money out of

11 the project that we had in there, which was about

12 $44,800. And then we had one area where we had to

13 demolish a building and we found some contaminated

14 soil. So this change order also covers the cost of the

15 testing and removal and stabilization of that soil

16 that we found underneath the demolished building.

17 Overall, the original contract amount was

18 $2,499,800. This final change order decreases the

19 amount by $86,016.90, for an overall completion of

20 $2,413,783. And that closes out the parking lot

21 project.

22 CHAIRMAN FRATTALI: All right. The next item

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

1 is status of the loss control and safety service

2 contract with Aon.

3 Ms. Brown?

4 MS. BROWN: Yes. Good morning, Commissioners.

5 From time to time, I come to you with an update on the

6 status of this engagement and I just wanted to provide

7 you with an update.

8 The Authority first began contracting with a

9 loss control and safety services vendor back in 2000.

10 The vendor was brought on board to supplement our

11 limited in-house resources and to provide unique

12 safety oversight on our large and complex capital

13 improvement projects.

14 Over the years, we've had a couple of vendors

15 who have served in this capacity. Currently, our

16 vendor is Aon Global Risk Consulting. I do come

17 before this committee and provide you with periodic

18 updates on how that vendor is doing and the last

19 committee briefing was in November 2014. So, for the

20 benefit of the members who are new to the committee, I

21 do want to share a bit of information regarding the

22 background and the selection process of Aon.

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

1 Aon was selected in 2012, after a competitive

2 process. The initial agreement with Aon was for a

3 two-year term, with an option to extend for an

4 additional one year at DRPA's sole discretion. We

5 opted not to extend the agreement for the additional

6 one year. Instead, we decided to go out and issue an

7 RFP, and we invited Aon and other qualified vendors to

8 submit proposals for our consideration.

9 As a result of that process, we received

10 several proposals. And after carefully reviewing all

11 of them, staff determined that Aon offered the best

12 proposal. So in June 2014, the Board authorized staff

13 to enter into another agreement with Aon for a two-

14 year period with a one-year option to extend at our

15 sole discretion. If we do not extend the agreement,

16 the agreement will expire on August 16, 2016.

17 So with that background, let me say that we

18 also pay Aon an annual fee of $390,000. We pay it in

19 quarterly installments of $97,500. For that fee, we

20 receive the services of two full-time consultants that

21 go out to these projects and one alternate consultant

22 who is assigned to our projects as well. That

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

1 alternate and the two full-time consultants know the

2 DRPA and PATCO facilities and projects well.

3 Aon is currently assigned to work on seven

4 active projects, including the PATCO track

5 rehabilitation project and the Commodore Barry Bridge

6 painting project. The consultants attend weekly

7 meetings with our engineering group and issue site

8 inspection reports on a regular basis. I can say that

9 staff and the contractors are very well pleased with

10 the services that we are receiving through Aon.

11 Prior to the meeting, I did provide you with

12 copies of samples of their reports and I'd just like

13 to direct your attention to them both. One is for

14 Project 21E and the other one is for the Betsy Ross

15 Bridge 15-2012. As you can see from the reports, they

16 address safety observations -- positive safety

17 observations as well as non-compliant observations.

18 And in cases where there are non-compliant

19 observations, the safety consultants work with the

20 contractor's safety staff to resolve the issues.

21 So these reports come to us on a weekly basis.

22 They are very helpful to the Engineering Division, as

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

1 well as our Safety -- our limited Safety Staff here at

2 the Authority, and they are very helpful to the

3 contractors as well. I just wanted to provide the

4 committee with an update and I will come back on a

5 periodic basis with updates as to how the vendor is

6 performing.

7 CHAIRMAN FRATTALI: Any questions?

8 All right. The next item for discussion is

9 right-of-entry and related agreements at the

10 Philadelphia Water Department.

11 Mike?

12 MR. VENUTO: Thank you. The Philadelphia

13 Water Department requests access for work in the

14 vicinity of 26th and Vare Streets on the Walt Whitman

15 Bridge property for rehabilitation on Water Department

16 owned property and some surrounding improvements. We

17 have existing agreements from 1965 with the City of

18 Philadelphia for this location.

19 What we're attempting to do, as we've been

20 getting more and more requests for these types of

21 access, Legal has been spending time researching and

22 going back to look at all the agreements in that area,

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

1 even with that company. So Rick has found some old

2 agreements with the Water Department. And they are,

3 essentially, as we get these requests, modernizing and

4 bringing the agreements up to date. So we wanted to

5 come – there are a couple here to talk about. We

6 wanted to come to the O&M Committee and let you know:

7 (1) that we're getting these requests; and (2) that

8 we're taking advantage, as we have the time now to do

9 that, to modernize the agreements and in some cases

10 consolidate numerous agreements that are out there.

11 Rick is available also to answer any

12 questions. This is a Philadelphia Water Department

13 request.

14 CHAIRMAN FRATTALI: Any questions?

15 All right. The next item is right-of-entry

16 and related agreements with the Department of the

17 Army.

18 MR. VENUTO: So, similarly, the Department of

19 the Army requests access to conduct, operate,

20 maintain, renew, and remove two 18-inch diameter pipes

21 in connection with remedial activities associated with

22 the former defense supply center in Philadelphia.

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

1 Legal will be working with the Department of

2 the Army to negotiate a right-of-entry for this work.

3 This is just an FYI to the Committee because at some

4 point we will require coming back to the Committee to

5 talk about right-of-entry for the Department of the

6 Army. Again this was just to give you a heads-up of

7 work and type of requests that will be coming down

8 through Engineering, Legal, and Bridge Operations.

9 CHAIRMAN FRATTALI: Do they still own that

10 building?

11 MR. VENUTO: Yeah. I believe they do, right?

12 The Army still owns that building. They're cleaning

13 it up.

14 MR. MOSBACK: I'm not sure if the Army still

15 owns it, but they're still responsible for the

16 remediation, so they're still handling the

17 remediation.

18 CHAIRMAN FRATTALI: I don't think they own it

19 anymore.

20 MR. MOSBACK: They're working in conjunction

21 with the Pennsylvania Department of Environmental

22 Protection. There are a couple of different agencies

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

1 involved.

2 CHAIRMAN FRATTALI: Any questions?

3 All right. The last item is the spending

4 tracking.

5 MR. VENUTO: As we do every month, I just talk

6 about the spending tracking. Again, the capital

7 project portion, the engineer capital project portion

8 of the budget is approximately $110 million. And by

9 the end of March, we had projected to spend about

10 $22.8 million. At this point, we're about $7.5

11 million, so we're significantly below where we

12 projected on our spending curve.

13 There are a couple of reasons for that. One,

14 I think we were a little bit overly optimistic in our

15 projections of how we were going to come out of the

16 gate this year, so we've had some projects that had

17 some delays in getting started and delays sort of

18 getting out the bid. But, as you can see, with the

19 size of this agenda, we approved a lot of projects,

20 today, and so we're getting a lot of those projects

21 started.

22 We've also had a couple of emergency projects

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

1 that have taken some staff time away, like what

2 happened at the Betsy Ross Bridge with the truck.

3 We've had some repairs at the Betsy Ross Bridge and

4 we're going to talk a little bit about some of the

5 repairs at the Ben Franklin. But our intention is to

6 catch up and I just wanted to point out we are a

7 little bit behind in the first quarter.

8 CHAIRMAN FRATTALI: All right. Any questions?

9 If not, at this time I'd like to call for a

10 motion to go into Executive Session.

11 COMMISSIONER FENTRESS: Move the motion.

12 CHAIRMAN FRATTALI: Second?

13 COMMISSIONER DiANTONIO: Second.

14 CHAIRMAN FRATTALI: All in favor?

15 ALL: Aye.

16 CHAIRMAN FRATTALI: All right, we are now in

17 Executive Session.

18 (Off the record at 8:41 a.m.)

19 (On the record at 9:35 a.m.)

20 CHAIRMAN FRATTALI: I would like to call for a

21 motion to go back into open session.

22 COMMISSIONER FENTRESS: Move the motion.

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 44

1 COMMISSIONER DiANTONIO: Second.

2 CHAIRMAN FRATTALI: One item that we need for

3 approval, capital project contract modification,

4 Contract Number PATCO-18-C-LTK.

5 Do I have a motion on that?

6 COMMISSIONER FENTRESS: Move the motion.

7 COMMISSIONER DiANTONIO: Second.

8 CHAIRMAN FRATTALI: Second.

9 All in favor?

10 ALL: Aye.

11 CHAIRMAN FRATTALI: Any opposed?

12 Ayes have it.

13 At this time, I need a motion to adjourn.

14 COMMISSIONER FENTRESS: Move the motion.

15 CHAIRMAN FRATTALI: Second?

16 COMMISSIONER SWEENEY: Second.

17 CHAIRMAN FRATTALI: All in favor?

18 ALL: Aye.

19 CHAIRMAN FRATTALI: O&M is adjourned.

20 (Whereupon, at 9:35 a.m., on Wednesday, May 6,

21 2015, the meeting adjourned.)

22

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 45

1 CERTIFICATE

2 This is to certify that the attached

3 proceedings before the Delaware River Port Authority

4 Operations & Maintenance Committee on May 6, 2015,

5 were held as herein appears, and that this is the

6 original transcript thereof for the file of the

7 Authority.

8 FREE STATE REPORTING, INC. 9

10 ______11 Tom Bowman (Official Reporter) 12

13

14

15

16

17

18

19

20

21

22

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

ITEM NO. DRPA-15-049 SUBJECT: Contract No. PATCO-28-2007 Rehabilitation of Track Structure on the Westmont Viaduct

COMMITTEE: Operations & Maintenance

COMMITTEEMEETINGDATE: May6,2015

BOARDACTIONDATE: May20,2015

PROPOSAL: That the Board authorizes staff to negotiate a construction contract with the firm of Railroad Construction Company, Incorporated to perform Construction Services for the rehabilitation of the track structure on the Westmont Viaduct.

Amount: $11,750,000.00

Contractor: Railroad Construction Company, Incorporated 75-77 Grove Street Paterson, NJ 07503

Other Bidders: Delta Railroad Const. $14,619,748.00 Railroad Construction Co. $17,095,500.00 of South Jersey A. P. Construction Co. $18,796,000.00

Engineers Estimate: $19,321,000.00

PURPOSE: To perform all work required to replace the existing rail fasteners and anchor system with new rail fasteners across the Westmont Viaduct.

BACKGROUND: An engineering evaluation of the Westmont Viaduct revealed deterioration of the concrete and embedded track anchors. A design consultant was retained to develop Contract Documents for work encompassing the necessary and recommended facility improvements.

The project will upgrade the condition of the track structure and will preserve the structural integrity of underlying deck concrete. The installation of new track fixation devices will also reduce noise caused by vibration from passing trains. These components are part of the original construction from PATCO’s opening in 1969. The elements being replaced have exceeded their life expectancy. Temporary repairs have been performed in several areas and on-going maintenance is required. Upon completion the new anchoring system is expected to reduce these maintenance efforts. SUMMARY STATEMENT Contract No. PATCO-28-2007 O&M 5/6/2015 Rehabilitation of Track Structure on the Westmont Viaduct ______

The project was publicly advertised and bid documents were offered to the public beginning on February 17, 2015 with a bid opening date of April 8, 2015. Eleven (11) sets of documents were sold. A total of four (4) bids were received. The low responsive and responsible bid was submitted by Railroad Construction Company, Incorporated in the amount of $11,750,000.00.

Staff has completed the evaluation of bids and recommends that the contract be awarded to Railroad Construction Company, Incorporated, in the amount of $11,750,000.00 as the low responsive and responsible bidder.

SUMMARY: Amount: $11,750,000.00 Source of Funds: 2013 Revenue Bonds & General Fund Capital Project #: PD1205 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 30 months Other Parties Involved: N/A Estimated Number of Jobs Supported: 350 DRPA-15-049 Operations & Maintenance Committee: May 6, 2015 Board Date: May 20, 2015 Contract No. PATCO-28-2007, Rehabilitation of Track Structure on the Westmont Viaduct

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority accepts the bid of $11,750,000.00 to perform all work required to replace the existing rail fasteners and anchor system with new rail fasteners across the Westmont Viaduct, 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 $11,750,000.00, as per the attached Summary Statement; and be it further

RESOLVED: The Chairman, Vice Chairman and the Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the DRPA. If such agreements, contracts, or other documents have been approved by the Chairman, Vice Chairman and Chief Executive Officer and if thereafter either the Chairman or Vice Chairman is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA along with the Chief Executive Officer. If both the Chairman and Vice Chairman are absent or unavailable, and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of DRPA.

SUMMARY: Amount: $11,750,000.00 Source of Funds: 2013 Revenue Bonds & General Fund Capital Project #: PD1205 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 30 months Other Parties Involved: N/A Estimated Number of Jobs Supported: 350 SUMMARY STATEMENT

ITEM NO.: DRPA-15-050 SUBJECT: Construction Monitoring Services for Contract No. PATCO-28-2007, Rehabilitation of Track Structure on the Westmont Viaduct

COMMITTEE: Operations and Maintenance

COMMITTEEMEETINGDATE: May6,2015

BOARDACTIONDATE: May20,2015

PROPOSAL: That the Board authorizes staff to negotiate an agreement with Jacobs Project Management Company to provide Construction Monitoring Services for Contract No. PATCO-28-2007, Rehabilitation of Track Structure on the Westmont Viaduct.

Amount: $1,969,847.00

Consultant: Jacobs Project Management Company 1700 Market Street, Suite 1000 Philadelphia, PA 19103

Other Consultants: AECOM Technical Services, Inc. HNTB Corporation Johnson, Mirmiran, and Thompson

Engineers Estimate: $1,945,924.00

PURPOSE: To provide full-time, on-site construction inspection and monitoring services for Contract No. PATCO-28-2007, Rehabilitation of Track Structure on the Westmont Viaduct. 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.

BACKGROUND: The work to be completed under Contract No. PATCO-28-2007 consists of the oversight of removal and replacement of existing track fasteners and concrete support plinths, replacement of existing running rail, drainage repairs, and the installation of new safety railings along the length of the viaduct.

The Authority publicly advertised its intent to retain a consultant and invited interested firms to submit Statements of Qualifications. Eight (8) firms responded with Statements of Qualifications on August 27, SUMMARY STATEMENT Construction Monitoring Services for O&M 5/6/2015 Contract No. PATCO-28-2007, Rehabilitation of Track Structure on the Westmont Viaduct ______

2014. Four (4) firms were deemed qualified and were sent a formal Request for Proposal. A review committee of four (4) staff engineers evaluated the Proposals on the basis of Technical merit.

Jacobs was one of the highest technically ranked firms and recommended for selection. The proposed Project Manager has previous experience with rehabilitation projects and has been very responsive on past PATCO projects. The proposed Resident Engineer has been involved on track projects for AMTRAK, Conrail, and SEPTA. Jacobs’s Inspection Team has many years of experience inspecting track projects similar to those required for this contract. Overall, the team assembled by Jacobs 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, Jacobs’s price was determined to be fair and reasonable.

It is recommended that an engineering services agreement be negotiated with Jacobs Project Management Co. for the costs and associated fees not to exceed $1,969,847.00 to provide engineering services in accordance with the Request for Proposal.

SUMMARY: Amount: $ 1,969,847.00 Source of Funds: 2013 Revenue Bonds & General Fund Capital Project #: PD1205 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 36 months Other Parties Involved: N/A Estimated Number of Jobs Supported: 8 DRPA-15-050 Operations and Maintenance: May 6, 2015 Board Date: May 20, 2015 Construction Monitoring Services for Contract No. PATCO-28-2007, Rehabilitation of Track Structure on the Westmont Viaduct

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority accepts the Proposal of Jacobs Project Management Company to provide Construction Monitoring Services for Contract No. PATCO-28-2007, Rehabilitation of Track Structure on the Westmont Viaduct and that the proper officers of the Authority be and hereby are authorized to negotiate an Agreement with Jacobs Project Management Company for an amount not to exceed $1,969,847.00, 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: $ 1,969,847.00 Source of Funds: 2013 Revenue Bonds & General Fund Capital Project #: PD1205 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 36 Months Other Parties Involved: N/A Estimated Number of Jobs Supported: 8 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-28-2007 Rehabilitation of the Track Structure on the Westmont Viaduct Technical Proposal Evaluation, Findings and Recommendation Report DATE: March 4, 2015

The Request for Qualifications (RFQs), which was posted on the Authority’s web-site, invited consultants to submit Statements of Qualifications (SOQs). Eight (8) firms submitted SOQs on August 27, 2014.

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, Inc. HNTB Corporation Jacobs Project Management Co. Johnson, Mirmiran, & Thompson

The short listed firms were sent a RFP on November 14, 2014. The Technical Proposals and separate sealed Price Proposals were received on December 17, 2014 from AECOM Technical Services, Inc., HNTB Corporation, Jacobs Project Management Co., Johnson, Mirmiran, & Thompson. The Review Committee, consisting of four (4) DRPA and PATCO staff, reviewed and evaluated the Technical Proposals.

Jacobs was one of the highest technically ranked firms and recommended for selection. The proposed Project Manager has previous experience with rehabilitation projects and has been very responsive on past PATCO projects. The proposed Resident Engineer has been involved on track projects for AMTRAK, Conrail, and SEPTA. Jacobs’s Inspection Team has many years of experience inspecting track projects similar to those required for this contract. Overall, the team assembled by Jacobs was found to possess the necessary experience and qualifications to successfully complete the project.

The Review Committee recommended that the Price Proposal be opened and negotiations commence using other recommended firm’s Price Proposals and the Engineer’s Estimate in the amount of $1,945,924.00 as a guide. Price Proposals were opened on February 2, 2015.

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 $1,945,924.00 1 Johnson, Mirmiran, 16,076 $1,991,162.00 & Thompson 2 Jacobs Project 14,808 $1,982,370.41 16,194 $1,969,847.00 Management Co. 3 HNTB Corporation 18,731 $2,399,552.82 4 AECOM Technical N/A N/A Services, Inc.

The Price Proposal from Jacobs Project Management Company, dated December 17, 2014 was reviewed by Engineering Department staff. It was observed to be 1.8% higher than the Engineer’s Estimate. The difference is based on a higher rate for staff than what was estimated. Negotiations commenced which resulted in a final Price Proposal in an amount of $1,969,847.00. The decrease in cost and increase in hours was based on the reduction of staff hours from higher rate employees (such as a scheduler) to lower rate staff (field inspectors). Based on the Review Committee’s findings the Price Proposal of Jacobs Project Management Company has been determined to be fair and reasonable and therefore the committee recommends that an Engineering Services Agreement be issued to Jacobs Project Management Company.

Based on a review of the Review Committee’s evaluation and supporting documentation, I concur with the recommendation to engage Jacobs Project Management Company of Philadelphia, Pennsylvania, in the amount of $1,969,847.00 for this Agreement.

MPH:ala SUMMARY STATEMENT

ITEM NO. DRPA-15-051 SUBJECT: Contract No. BF-37-2013 BFB 5th Street Philadelphia Tunnel Rehabilitation Project

COMMITTEE: Operations & Maintenance

COMMITTEEMEETINGDATE: May6,2015

BOARDACTIONDATE: May20,2015

PROPOSAL: That the Board authorizes staff to negotiate a construction contract with the firm of South State Inc. to perform the rehabilitation of the 5th Street Philadelphia Vehicular and Pedestrian tunnels.

Amount: $2,409,330.00

Contractor: South State Inc. P O Box 68 Bridgeton, NJ 08302

Other Bidders: AP Construction Inc. $2,452,350.00 JPC Group Inc. $2,611,950.00 Rockport Construction Co. Inc. $2,867,100.00 Railroad Construction Co. Inc. $3,217,076.00 IEW Construction Group $3,251,000.00

Engineers Estimate: $1,651,150.00

PURPOSE: To rehabilitate vehicular and pedestrian tunnels. The work under this contract includes rehabilitation of vehicular and pedestrian tunnel and adjacent surface areas. Work to be done includes but is not limited to spall repair, epoxy crack injection, hot mix asphalt repair, sidewalk repair, curb and railing installation, grout injection, replacement of the tunnel lighting, signage and protective coatings. The tunnel is located beneath the west approach of the Benjamin Franklin Bridge on 5th Street between Callowhill Street and Race Street.

BACKGROUND: This project will repair the deteriorated section of vehicular and pedestrian tunnels in order to preserve and extend the useful life of the vehicular and pedestrian tunnels. SUMMARY STATEMENT Contract No. BF-37-2013 O&M 5/6/2015 BFB 5th Street Philadelphia Tunnel Rehabilitation Project.

______

The project was publicly advertised and bid documents were offered to the public beginning on March 16, 2015 with a bid opening date of April 21, 2015. Fifteen (15) sets of documents were sold. A total of Six (6) bids were received. The low responsive and responsible bid was submitted by South State Inc. in the amount of $2,409,330.00.

Staff has completed the evaluation of bids and recommends that the contract be awarded to South State Inc. in the amount of $2,409,330.00 as the low responsive and responsible bidder.

SUMMARY: Amount: $2,409,330.00 Source of Funds: 2013 Revenue Bonds Capital Project #: RB1001 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 6 Months Other Parties Involved: N/A Estimated Number of Jobs Supported: 72 DRPA-15-051 Operations & Maintenance Committee: May 6, 2015 Board Date: May 20, 2015 Contract No. BF-37-2013, BFB 5th Street Philadelphia Tunnel Rehabilitation Project

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority accepts the bid of South State Inc. to rehabilitate vehicular and pedestrian tunnels, and that the proper officers of the Authority be and hereby are authorized to negotiate a contract with South State Inc. for the required work in an amount not to exceed $2,409,330.00, 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: $2,409,330.00 Source of Funds: 2013 Revenue Bonds Capital Project #: RB1001 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 6 Months Other Parties Involved: N/A Estimated Number of Jobs Supported: 72 SUMMARY STATEMENT

ITEM NO. DRPA-15-052 SUBJECT: Contract No. CB-29-2014, Commodore Barry Bridge Administration Building Switchgear Replacement

COMMITTEE: Operations & Maintenance

COMMITTEEMEETINGDATE: May6,2015

BOARDACTIONDATE: May20,2015

PROPOSAL: That the Board authorizes staff to negotiate a construction contract with the firm of Chammings Electric, Inc. to perform the Commodore Barry Bridge Administration Building Switchgear Replacement.

Amount: $522,800.00

Contractor: Chammings Electric, Inc. 271 West Elmer Road Vineland, NJ 08360

Other Bidders: Carr & Duff, Inc. $619,000.00 Ray Angelini, Inc. $1,552,000.00

Engineers Estimate: $730,000.00

PURPOSE: The work to be completed under this contract consists of all work required to provide a new electrical distribution system for the Commodore Barry Bridge administration building, including but not limited to providing and maintaining electrical service for both the administration building and the Commodore Barry Bridge during the project through a temporary stand-by emergency generator, demolition and removal of the existing electrical switchgear, demolition of existing grounding system, the necessary demolition of the concrete flooring for the extension of the existing under-floor feeders; and the installation of new building service feeders, new electrical switchgear, and new grounding system.

BACKGROUND: The existing switchgear in the administration building of the Commodore Barry Bridge distributes power to the toll plaza and administration complex as well as providing back-up power to the bridge. The switchgear is original to the construction of the bridge and support facilities and has reached the end of its useful life. SUMMARY STATEMENT Contract No. CB-29-2014, O&M 5/6/2015 Commodore Barry Bridge Administration Building Switchgear Replacement ______

The project was publicly advertised and bid documents were offered to the public beginning on March 3, 2015 with a bid opening date of March 31, 2015. Five (5) sets of documents were sold. A total of three (3) bids were received. The low responsive and responsible bid was submitted by Chammings Electric, Inc. in the amount of $522,800.00.

Staff has completed the evaluation of bids and recommends that the contract be awarded to Chammings Electric, Inc., in the amount of $522,800.00 as the low responsive and responsible bidder.

SUMMARY: Amount: $522,800.00 Source of Funds: 2013 Revenue Bonds Capital Project #: CB1402 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Nine (9) months Other Parties Involved: N/A Estimated Number of Jobs Supported: 3 DRPA-15-052 Operations & Maintenance Committee: May 6, 2015 Board Date: May 20, 2015 Contract No. CB-29-2014, Commodore Barry Bridge Administration Building Switchgear Replacement

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority accepts the bid of $522,800.00 to replace the switchgear in the Commodore Barry Bridge administration building, and that the proper officers of the Authority be and hereby are authorized to negotiate a contract with Chammings Electric, Inc. for the required work in an amount not to exceed $522,800.00, 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: $522,800.00 Source of Funds: 2013 Revenue Bonds Capital Project #: CB1402 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Nine (9) months Other Parties Involved: N/A Estimated Number of Jobs Supported: 3 SUMMARY STATEMENT

ITEM NO. DRPA-15-053 SUBJECT: Construction Monitoring Services for Betsy Ross Bridge & I-95 Interchange Improvements Project

COMMITTEE: Operations and Maintenance

COMMITTEEMEETINGDATE: May6,2015

BOARDACTIONDATE: May20,2015

PROPOSAL: That the Board authorizes staff to negotiate an agreement with URS Corporation to provide Construction Monitoring Services for Betsy Ross Bridge & I95 Interchange Improvements Project, being conducted by PennDOT

Amount: $502,053.02

Consultant: URS Corporation 8 Penn Center, 21st Floor 1628 John F. Kennedy Blvd, Philadelphia, PA 19108

Other Consultants: AECOM Technical Services, Inc. Buchart Horn, Inc. Johnson, Mirmiran & Thompson Remington & Vernick Engineers STV Incorporated

Engineers Estimate: $526,741.38

PURPOSE: To provide full-time, on-site construction inspection and monitoring services for Betsy Ross Bridge & I-95 Interchange Improvements Project. The services will include a part-time Resident Engineer, Inspection staff and office staff support for all contract field activities and monitoring the Contractor’s compliance with the plans and specifications. All costs will be reimbursed by PennDOT.

BACKGROUND: The work to be completed under Betsy Ross Bridge & I-95 Interchange Improvements Project, consists of performing all the work necessary to provide for the proper construction monitoring and inspection services for Betsy Ross Bridge & I-95 Interchange Improvements Project being conducted by PennDOT. The SUMMARY STATEMENT Construction Monitoring Services for Betsy Ross Bridge & I-95 Interchange Improvements Project ______

Construction Monitor will provide all on-site and off-site project inspection and observation required to certify that all materials and workmanship for this project are completed in conformance with the Contract requirements and industry standards.

The firm shall also provide staff with design and technical expertise to resolve field issues that may impact design. It is DRPA’s expectation that the firm’s staff resolve field issues without delaying construction work.

The Authority publicly advertised its intent to retain a Consultant and invited interested firms to submit Statements of Qualifications. Twelve (12) firms responded with Statements of Qualifications on April 9, 2014. Six (6) 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.

URS Corporation was the highest technically ranked firm. 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 23 years of experience in relevant highway and bridge projects. URS Corporation’s Inspection Team has many years experience inspecting bridge repairs similar to those required for this Contract. Overall, the team assembled by URS Corporation 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, URS Corporation’s negotiated price was determined to be fair and reasonable.

It is recommended that Construction Monitoring Services agreement be negotiated with URS Corporation for the costs and associated fees not to exceed $502,053.02 to provide Construction Monitoring Services in accordance with the Request for Proposal. SUMMARY STATEMENT Construction Monitoring Services for Betsy Ross Bridge & I-95 Interchange Improvements Project ______

SUMMARY: Amount: $502,053.02 Source of Funds: 2013 Revenue Bonds, to be reimbursed by PennDOT Project #: RB1501 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 36 months Other Parties Involved: N/A Estimated Number of Jobs Supported: 2 DRPA-15-053 Operations and Maintenance Committee: May 6, 2015 Board Date: May 20, 2015 Construction Monitoring Services for Betsy Ross Bridge & I-95 Interchange Improvements Project

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority accepts the Proposal of URS Corporation to provide Construction Monitoring Services for Betsy Ross Bridge & I-95 Interchange Improvements Project being conducted by PennDOT, and that the proper officers of the Authority be and hereby are authorized to negotiate an Agreement with URS Corporation for an amount not to exceed $502,053.02 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: $502.035.02 Source of Funds: 2013 Revenue Bonds, to be reimbursed by PennDOT Capital Project #: RB1501 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 36 months Other Parties Involved: N/A Estimated Number of Jobs Supported: 2 MEMORANDUM

DELAWARE RIVER PORT AUTHORITY of Pennsylvania & New Jersey

TO: O&M Committee Members FROM: Michael P. Venuto, Director of Engineering/Chief Engineer, Engineering SUBJECT: Professional Service Selection for Betsy Ross Bridge & I-95 Interchange Improvements Project Construction Monitoring Services for Technical Proposal Evaluation, Findings and Recommendation Report DATE: January 15, 2015

The Request for Qualifications (RFQs), which was posted on the Authority’s website, invited Consultants to submit Statements of Qualifications (SOQs). Twelve (12) firms submitted SOQs on April 9, 2014.

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, Inc. Buchart Horn Inc Johnson, Mirmiran, & Thompson Remington & Vernick Engineers STV Incorporated URS Corporation

The short listed firms were sent a RFP on August 29, 2014. The Technical Proposals and separate sealed Price Proposals were received September 25, 2014 from AECOM Technical Services, Inc., Buchart Horn Inc, Johnson, Mirmiran, & Thompson, Remington & Vernick Engineers, STV Incorporated, and URS Corporation. The Review Committee, consisting of three (3) staff engineers, reviewed and evaluated the Technical Proposals. Five (5) firms were recommended and one firm (R&V) not recommended.

URS Corporation was the highest technically ranked firm. The proposed Project Manager, resident engineer and inspection team have previous experience with relevant rehabilitation projects and has been very responsive on past DRPA projects. Overall, the team assembled by URS Corporation 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 $526,741.38 as a guide. Price Proposals were opened on November 3, 2014.

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 4302 1 URS Corporation 6062 $944,854.77 4540 $502,053.02 2 AECOM Technical 6356 $841,910.71 Services, Inc. 3 STV Incorporated 5132 $718,645.53 4 Johnson, Mirmiran, 4800 $550,459.50 & Thompson 5 Buchart Horn Inc 7080 $1,242,983.45

The Price Proposal from the highest technically ranked firm, URS Corporation, dated September 25, 2014 was reviewed by Engineering Department staff. It was observed to be 79.3% higher than the Engineer’s Estimate. The difference was due to variation in wage rates, higher estimated hours, and using incorrect overhead rate. Negotiations commenced which resulted in a Final Price Proposal in an amount of $502,035.02

Based on the Review Committee’s findings, the Price Proposal of URS Corporation has been determined to be fair and reasonable and therefore the committee recommends that Construction Monitoring Services Agreement be issued to the highest technically ranked firm, URS Corporation.

Based on a review of the Review Committee’s evaluation and supporting documentation, I concur with the recommendation to engage URS Corporation of Philadelphia, PA, in the amount of $502,035.02 for this Agreement.

:stp SUMMARY STATEMENT

ITEM NO.: DRPA-15-054 SUBJECT: Capital Project Contract Modifications

COMMITTEE: Operations & Maintenance

COMMITTEEMEETINGDATE: May6,2015

BOARDACTIONDATE: May20,2015

PROPOSAL: That the Board authorize the execution of contract modifications to certain contracts for Authority capital project and that the Board amend the 2015 Capital Budget to include the increase in contract amount being requested in this Resolution.

PURPOSE: To approve contract modifications in the amounts and times set forth herein for the identified Authority capital projects and to assure that the 2015 Capital Budget reflects the actual Board approved project costs.

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

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

SUMMARY: Amount: See Attachment Source of Funds: See Attachment Capital Project #: See Attachment Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: See Attachment Other Parties Involved: N/A DRPA-15-054 Operations & Maintenance Committee: May 6, 2015 Board Date: May 20, 2015 Capital Project Contract Modifications

RESOLUTION

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

RESOLVED: The Chair, Vice Chair and the Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the DRPA. If such agreements, contracts, or other documents have been approved by the Chair, Vice Chair and Chief Executive Officer and if thereafter either the Chair or Vice Chair is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of the DRPA along with the Chief Executive Officer. If both the Chair and Vice Chair are absent or unavailable, and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of the DRPA.

RESOLVED: That the 2015 Capital Budget be and hereby is amended to increase the line item amounts allocated for DRPA Project Number as indicated in the attached chart.

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

May 20, 2015

Summary of Supplemental Agreement and Change Orders

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

PF0503 18-C Professional Engineering LTK Engineering $8,831,070.00 $761,453.00 $9,592,523.00 12 months 2013 Revenue Services for PATCO Car Services, Inc. Bonds Overhaul Project

$761,453 – To cover construction monitoring costs from January, 2015 to the present ($600,000), Claims Support ($133,931), and Project Delay Analysis ($27,552). SUMMARY STATEMENT

ITEM NO.: DRPA-15-055 SUBJECT: Easement to Atlantic City Electric Company for the Installation of a Service Pole

COMMITTEE: Operations and Maintenance

COMMITTEEMEETINGDATE: May6,2015

BOARDACTIONDATE: May20,2015

PROPOSAL: That the Board authorizes staff to negotiate an easement with Atlantic City Electric Company for the installation of a service pole on the west side of the access road on the west side of the Toll Plaza at the Commodore Barry Bridge.

PURPOSE: To enter into an agreement with Atlantic City Electric Company to enter onto DRPA Property for the purpose of installing a service pole to provide electrical service to the Gloucester County 911 Shelter.

BACKGROUND: Atlantic City Electric Company is requesting permission to install a service pole along the west side of the access road on the west side of the Toll Plaza at the Commodore Barry Bridge, which is the property of the Delaware River Port Authority. The service pole will provide electrical service to the Gloucester County 911 Shelter.

It is recommended that a contract be negotiated for the easement

SUMMARY: Amount: N/A Source of Funds: N/A Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: xxxxxx Other Parties Involved: N/A DRPA-15-055 Operations and Maintenance Committee: May6, 2015 Board Date: May 20, 2015 Easement to Atlantic City Electric Company for the Installation of a Service Pole

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority authorizes staff to negotiate an Agreement with Atlantic City Electric Company. to enter DRPA property for the purpose installing a service pole; and be it further

RESOLVED: That the Chairman, Vice Chairman and the Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the DRPA. If such agreements, contracts, or other documents have been approved by the Chairman, Vice Chairman and Chief Executive Officer and if thereafter either the Chairman or Vice Chairman is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA along with the Chief Executive officer. If both the Chairman and Vice Chairman are absent or unavailable and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of DRPA.

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

ITEM NO. DRPA-15-056 SUBJECT: Purchase of Ten (10) Dynamic Message Signs for Toll Lanes at the BFB, WWB, & CBB

COMMITTEE: Operations & Maintenance

COMMITTEEMEETINGDATE: May6,2015

BOARDACTIONDATE: May20,2015

PROPOSAL: That the Board authorizes staff to negotiate a purchase order contract with the firm of Daktronics to purchase ten (10) Toll Lane Dynamic Message Signs for the BFB, WWB & CBB.

Amount: $126,350.00

Contractor: Daktronics 117 Prints Drive Brookings, SD 57006

PURPOSE: The purpose is to procure ten (10) Dynamic Message Signs to replace the existing static signs at the BFB, WWB, & CBB. These signs provide directions to our customers regarding which toll lanes are EZPass lanes, cash only lanes, dual use lanes and lanes which are closed.

BACKGROUND: Bridge Operations has determined that the replacement of existing static signs with Dynamic Message Signs would be beneficial for flexibility in toll lane operational modes and to improve sign message visibility while customers approach the Toll Plaza.

The DRPA purchased nineteen (19) Dynamic Message Signs in 2014 from Daktronics. At that time, the purchase was advertised and bid. The contract was awarded to Daktronics as the lowest bidder. At this time, it is recommended that ten (10) additional signs be procured as a sole- source purchase to provide continuity with installation and maintenance of the signs. DRPA Bridge Operations will install the signs using in- house work forces and provide maintenance as needed.

Staff recommends that the contract be awarded to Daktronics, in the amount of $126,350.00 as a sole-source purchase. SUMMARY STATEMENT Purchase of Ten (10) O&M 5/6/2015 Dynamic Message Signs for Toll Lanes at the BFB, WWB, & CBB

SUMMARY: Amount: $126,350.00 Source of Funds: General Fund Capital Project #: A15002 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A DRPA-15-056 Operations & Maintenance Committee: May 6, 2015 Board Date: May 20, 2015 Purchase of Ten (10) Dynamic Message Signs for Toll Lanes at the BFB, WWB & CBB

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority authorizes staff to negotiate a sole-source purchase order contract with the firm of Daktronics to purchase ten (10) Dynamic Message Signs for the Toll Lanes at the BFB, WWB, & CBB and that the proper officers of the Authority be and hereby are authorized to execute a contract with Daktronics for the required purchase in an amount of $126,350.00, 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: $126,350.00 Source of Funds: General Fund Capital Project #: A15002 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A SUMMARY STATEMENT

ITEM NO.: DRPA-15-057 SUBJECT: DRPA Bridge Facility Elevator Maintenance and Service Contract

COMMITTEE: Operations & Maintenance

COMMITTEEMEETINGDATE: May6,2015

BOARDACTIONDATE: May20,2015

PROPOSAL: That the Board authorizes staff to negotiate a contract with the United Elevator Company, LLC, in Washington, DC, to perform maintenance and service for all DRPA’s Bridge Facility elevators for a period of three (3) years.

PURPOSE: To provide maintenance and service for all DRPA Bridge facility elevators in the amount of $179,460.00.

BACKGROUND: DRPA currently operates eleven (11) elevators throughout its bridge facilities. Maintenance and service of this equipment is beyond DRPA’s capabilities, and requires an outside contractor.

Bids were publicly advertised on February 25, 2015, and mailed to twenty-three (23) bidders. A mandatory site inspection was conducted and six (6) firms attended. The following three (3) bids were received:

Vendor Location Total Bid United Elevator Company, LLC Washington, DC $179,460.00 Tri-State Elevator Co., Inc. Newtown Square, No Bid PA ThyssenKrupp Elevator King of Prussia, PA Non- Responsive

Although United Elevator Company, LLC is located in Washington, DC, the company has an operating facility in Marlton, NJ and is a certified MBE Company. Purchasing contacted four companies provided as references and all four companies responded with favorable reviews of United Elevator Company, LLC. SUMMARY STATEMENT DRPA Bridge Facility Elevator Maintenance & Service Contract O&M 05/06/2015

It is recommended that a contract be negotiated with United Elevator Company, LLC to perform maintenance and services for DRPA’s bridge facility elevators for a three (3) year period.

SUMMARY: Amount: $179,460.00 (3 Years) $59,160.00 - 1st Year $59,820.00 - 2nd Year $60,480.00 - 3rd Year Source of Funds: Revenue Fund Capital Project #: N/A Operating Budget: 2015 Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Three (3) Years DRPA-15-057 O&M: May 6, 2015 Board Date: May 20, 2015 DRPA Bridge Facility Elevator Maintenance and Service Contract

RESOLUTION

RESOLVED: That the Board authorizes staff to negotiate a contract with the United Elevator Company, LLC, in Washington, DC to perform maintenance and service for DRPA’s bridge facility elevators for a period of three (3) years.

RESOLVED: That the Chairman, Vice Chairman and the Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the DRPA. If such agreements, contracts, or other documents have been approved by the Chairman, Vice Chairman and Chief Executive Officer and if thereafter either the Chairman or Vice Chairman is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA along with the Chief Executive Officer. If both the Chairman and Vice Chairman are absent or unavailable and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of DRPA.

SUMMARY: Amount: $179,460.00 (3 Years) $59,160.00 - 1st Year $59,820.00 - 2nd Year $60,480.00 - 3rd Year Source of Funds: Revenue Fund Capital Project #: N/A Operating Budget: 2015 Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Three (3) Years SUMMARY STATEMENT

ITEMNO.:DRPA-15-058 SUBJECT:LEAPAcademyUniversity Charter School In-Kind Bus Parking at the Benjamin Franklin Bridge Facility

COMMITTEE: Operations and Maintenance

COMMITTEEMEETINGDATE: May6,2015

BOARDACTIONDATE: May20,2015

PROPOSAL: That the Board authorizes staff to enter into a one year, in-kind lease agreement that grants LEAP Academy University Charter School, Inc. (LEAP) right of entry access for parking space in the secured parking lot at the Benjamin Franklin Bridge Facility in Camden, New Jersey. Agreement will be contingent on LEAP retaining its status as a 501 (c) 3 organization. At the conclusion of this one (1) year lease agreement, the DRPA, at its sole discretion, shall have the right to extend the lease agreement for an additional one year (1) period upon written notice prior to the expiration of the initial lease term. DRPA shall maintain the right to cancel the agreement at any time.

PURPOSE: TograntLEAPrightofentryaccesstothesecuredparkinglotat the Benjamin Franklin Bridge facility for the purpose of parking one (1) 54 passenger school bus in a secured parking lot at the Benjamin Franklin Bridge facility. At the conclusion of this one (1) year lease agreement, DRPA has the sole discretion to renew for an additional one (1) year period. DRPA shall maintain the right to cancel the agreement at any time.

BACKGROUND: LEAP is a NJ charter school that has been in existence since 1997. The school educates over 1,300 learners from Pre-K to 12th grade. Students reside primarily in the city of Camden; some attendees come from other locations in Camden County. Students are selected through a lottery process. LEAP is located at 6th & Cooper Streets in Camden, NJ, which is immediately south of the Benjamin Franklin Bridge. LEAP purchased and maintains a 54 passenger school bus for class trips, sports, etc. LEAP requires a secure location near its property in Camden to park the bus. LEAP investigated other alternatives (Camden County College and Rutgers University parking facilities) but those spaces were full or did not offer adequate vertical clearance for the bus. SUMMARYSTATEMENT -2- LEAPAcademyUniversityCharterSchool O & M Committee 05/06/2015 In-Kind Bus Parking at the Benjamin Franklin Bridge Facility

Since 2010, DRPA has offered no-cost, in-kind secured parking access to LEAP for its bus. Bridge Operations and Public Safety have determined that it is feasible to continue to provide space for secured parking within the gated areas of the Ben Franklin Bridge facility. The space provides LEAP with 24/7 access to the bus. LEAP will provide the required insurance certificates.

SUMMARY: Amount: N/A 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: One Year Lease Agreement with One Year Option Other Parties Involved: LEAP Academy University Charter School, Inc. DRPA-15-058 Operations & Maintenance Committee: May 6, 2015 Board Date: May 20, 2015 LEAP Academy University Charter School In-Kind Bus Parking at the Benjamin Franklin Bridge Facility

RESOLUTION

RESOLVED: That the Board authorizes DRPA to enter into an in-kind lease agreement with LEAP Academy University Charter School, Inc. (LEAP Academy) located at 6th & Cooper Streets in Camden, NJ, to lease right of entry access; and be it further

RESOLVED: That the Board authorizes staff to enter into a one-year, in-kind lease agreement that grants LEAP Academy University Charter School, Inc. (LEAP) right of entry access for parking space for the purpose of parking one (1) 54 passenger school bus in the secured parking lot at the Benjamin Franklin Bridge Facility in Camden, New Jersey. Agreement will be contingent on LEAP retaining its status as a 501 (c) 3 organization. At the conclusion of this one (1) year lease agreement, the DRPA at its sole discretion, shall have the right to extend the lease agreement for one (1) additional period upon written notice prior to the expiration of the initial lease term. DRPA shall maintain the right to cancel the agreement at any time.

RESOLVED: The Chair, Vice Chair and the Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the DRPA. If such agreements, contracts, or other documents have been approved by the Chair, Vice Chair and Chief Executive Officer and if thereafter either the Chair or Vice Chair is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA along with the Chief Executive Officer. If both the Chair and Vice Chair are absent or unavailable; and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of DRPA.

SUMMARY: Amount: N/A Source of Funds: N/A Capital Project #: N/A Operating Budget: $0 Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: One Year Lease with One Year Option Other Parties Involved: LEAP Academy University Charter School, Inc. SUMMARY STATEMENT

ITEM NO.: DRPA-15-059 SUBJECT: DRPA Application for Grant Funding through FY 2015 US Department of Transportation TIGER VII Discretionary Grant Program for the Reopening of Franklin Square Station on the PATCO Transit Line

COMMITTEE: Operations & Maintenance

COMMITTEEMEETINGDATE: May6,2015

BOARDACTIONDATE: May20,2015

PROPOSAL: That the DRPA Commission authorizes staff to apply for grant funding through the United States Department of Transportation, Transportation Investment Generating Economic Recovery (TIGER) VII Discretionary Grant program to complete Design & Construction for the reopening of the Franklin Square Station on the PATCO Transit Line with an estimated total cost of $28,000,000.

PURPOSE: To make application to the US DOT TIGER Discretionary Grant Program to secure grant funding for the Design & Construction of the reopening of the Franklin Square Station on the PATCO Transit Line.

BACKGROUND: The Consolidated and Further Continuing Appropriations Act, 2015, appropriated $500 million dollars to the US Department of Transportation to fund National Infrastructure Investments. FY 2015 TIGER Funds will be awarded on a competitive basis for projects that will have a significant impact on the Nation, a Metropolitan area, or a Region. Consideration will be given to projects that improve access to reliable, safe and affordable transportation, with emphasis on improving connections to employment, education, services, workforce development and community revitalization.

The PATCO owned Franklin Square Station located in Philadelphia, PA has been closed since 1979. A DRPA sponsored study (2003) detailed the necessary improvements and associated costs to reopen Franklin Square Station. In 2014, this study was updated with a current site condition assessment, capital cost estimate and ridership forecast. The project is now part of the DRPA capital program. SUMMARY STATEMENT DRPA application for Grant Funding O&M 5/6/2015 through FY 2015 US Department of Transportation TIGER VII Discretionary Grant Program for the Reopening of Franklin Square Station on the PATCO Transit Line ______

Based on the findings and recommendations of the updated study, the project is eligible for US DOT TIGER Funding. This project aligns with the goals of the TIGER VII Discretionary Grant Program by improving connections between people and centers of employment, education, and services.

The FY 2015 Appropriations Act is extremely competitive and consideration will only be given to projects having a cost in excess of $10 million dollars that will make transformative surface transportation improvements that are measurable over existing conditions. Projects will be funded at 80% with a 20% local match requirement.

SUMMARY: Amount: $28,000,000 (80% Grant Funded) Source of Funds: 80% Grant; 20% General Capital Project# New Item 15 Other Fund Sources: 20% DRPA General Fund Duration of Contract: Federal FY 2022 Other Parties Involved: US DOT, FTA, DVRPC DRPA-15-059 O&M Committee: May 6, 2015 Board Date: May 20, 2015 DRPA application for Grant Funding through FY 2015 US Department of Transportation TIGER VII Discretionary Grant Program for the Reopening of Franklin Square Station on the PATCO Transit Line

RESOLUTION

RESOLVED: That the appropriate officers of the Delaware River Port Authority be and hereby are authorized to apply to the United States Department of Transportation, Transportation Investment Generating Economic Recovery (TIGER) VII Discretionary Grant Program, for grant funding to support design requirements and construction costs associated with the reopening of the Franklin Square Station on the PATCO Transit Line. This project has an estimated total cost of $28,000,000. The TIGER VII Grant program has a 20% local match requirement, therefore, the project is expected to be funded with 80% TIGER VII Discretionary Grant Program Funds ($22,400,000) and 20% DRPA General Funds ($5,600,000).

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: $28,000,000 (80% Grant Funded) Source of Funds: 80% Grant; 20% General Capital Project #: New Item 15 Other Fund Sources: 20% DRPA General Fund Duration of Contract: Federal FY 2022 Other Parties Involved: US DOT, FTA, DVRPC FINANCE 1 DELAWARE RIVER PORT AUTHORITY

2 Finance Committee Meeting

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

5 Wednesday, May 6, 2015

6 Commissioners:

7 Denise Mason (Acting Chairwoman for Jeffrey Nash) Jeffrey Nash (via telephone) 8 Eugene DePasquale, PA Auditor General (via telephone) Whitney White 9 E. Frank DiAntonio John Lisko, Esq., Chief of Staff (for Acting PA 10 Treasurer Christopher Craig (via telephone) Rick Taylor (via telephone) 11 Charles Fentress

12 Others Present: 13 Christopher Howard, Assistant Counsel, 14 New Jersey Governor's Authorities Unit Victoria Madden, Chief Counsel for Auditor General 15 DePasquale (via telephone) David Dix, Assistant to Chairman Ryan Boyer 16 Arnold Alston, Vice President, Wells Fargo James Blanda, Executive Director Camden County 17 Improvement Authority

18 DRPA/PATCO Staff: 19 John Hanson, Chief Executive Officer 20 Kristen Mayock, Acting General Counsel & Acting Corporate Secretary 21 Stephen Holden, Deputy General Counsel Kathleen Vandy, Assistant General Counsel 22 Richard Mosback, Jr., Assistant General Counsel

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

1 DRPA/PATCO Staff: (continued)

2 James White, Chief Financial Officer Toni Brown, Chief Administrative Officer 3 David Aubrey, Acting Inspector General John Rink, General Manager, PATCO 4 Bennett Cornelius, Assistant General Manager, PATCO Kevin LaMarca, Director of Information Services 5 Howard Korsen, Manager, Contract Administration Kathleen Imperatore, Director, Fare Collection 6 John Lotierzo, Director of Finance, PATCO Kevin Hyslop, Senior Accountant, PATCO 7 Sheila Milner, Administrative Coordinator Elizabeth McGee, Administrative Coordinator 8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

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

1 INDEX

2 Page

3 Roll Call 4

4 Financial Update 5

5 Audiolog Recorder Upgrades 9

6 Temporary Services Contract 12

7 Broker/Consultant for Traditional Property & 21 Casualty, Including Pollution Legal Liability 8 Renewal of DRPA Bridge Property Damage and Loss 24 9 of Revenue Insurance

10 Addendum to Extend the TSIB Broker/Consultant 28 Agreement for the Owner Controlled Insurance 11 Program

12 Executive Session/Adjourn 30

13

14

15

16

17

18

19

20

21

22

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

1 PROCEEDINGS

2 (9:47 a.m.)

3 CHAIRWOMAN MASON: I'd like to call the

4 meeting of the Finance Committee to order.

5 First thing on the agenda is roll call.

6 MS. MAYOCK: Chairman Nash?

7 CHAIRMAN NASH: Here.

8 MS. MAYOCK: Commissioner Lisko?

9 COMMISSIONER LISKO: On the phone.

10 MS. MAYOCK: Commissioner DiAntonio?

11 COMMISSIONER DiANTONIO: Here.

12 MS. MAYOCK: Commissioner Mason.

13 CHAIRWOMAN MASON: Here.

14 MS. MAYOCK: Commissioner White?

15 COMMISSIONER WHITE: Here.

16 MS. MAYOCK: General DePasquale?

17 COMMISSIONER DePASQUALE: Here.

18 MS. MAYOCK: Is Commissioner Taylor on the

19 line? I believe he was on the line and will be

20 joining us.

21 Commissioner Fentress?

22 COMMISSIONER FENTRESS: Here.

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

1 MS. MAYOCK: We have a quorum.

2 CHAIRWOMAN MASON: Thank you. There are seven

3 items on the agenda for today. The first item is the

4 Financial Update.

5 So, Mr. White, if you could kindly give us

6 that?

7 MR. WHITE: Thank you very much. Good

8 morning, everyone.

9 Hopefully, you have the latest stat sheet.

10 Given the number of items we have to talk about today,

11 I'll try and be as brief as I can.

12 I just wanted to call your attention to the

13 really good numbers that we're seeing in terms of DRPA

14 traffic and revenues. Certainly, if you look at the

15 fact sheet here, we are around 2.1 million greater

16 than last year. The main reason for that is, as

17 noted, snow impacted the numbers in terms of traffic

18 and revenue in 2014, so the lack of that has had an

19 excellent impact in terms of our traffic and revenues.

20 PATCO ridership through March 31st was

21 slightly below last year. And the net revenues are

22 kind-of break even, with $16,197. So that's pretty

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

1 good news given the fact that gas prices have dropped

2 and we did have some impact in terms of ridership

3 related to the snows in both January and March, I

4 believe.

5 Through the first two months, as it relates to

6 budget versus actuals, related to DRPA traffic, we are

7 well ahead, both well ahead in terms of revenues --

8 almost $2 million ahead of plan or budget -- and

9 traffic is around 200,000 vehicles greater than the

10 budget. And the main reason for that is because the

11 first three months of the year, we decrement our

12 numbers both in terms of traffic and revenues for

13 three snow days. That equates to around $2.8 million.

14 So the fact that we were not impacted as much, that's

15 one of the reasons for the excellent numbers in terms

16 of DRPA traffic and revenues.

17 Year-to-date through March 31st, in terms of

18 PATCO ridership, it's around 121,000 below budget; in

19 terms of net passenger revenues, around $156,000 below

20 budget. Again, we believe we're seeing a movement --

21 particularly because of lower gas prices -- away from

22 PATCO somewhat. There is probably some impact related

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

1 to the track rehab program. And, as I think I

2 mentioned earlier, there was some impact from the

3 snows.

4 Going through March 31st, as it relates to

5 operating expenses, the total you're seeing is around

6 16 percent under budget. Again, historically, we are

7 well under budget in the first couple of months of the

8 year. As we get cranked up in terms of purchases,

9 etc., and other activity, those numbers will close as

10 we get towards the end of the year.

11 But to compare the numbers, in January, the

12 numbers were roughly 30 percent under budget. It has

13 dropped down to 16 percent. So we are seeing more

14 expenses greater than budget during the months of

15 February and March. Capital expenditures – I just

16 wanted to note that we didn't have much in terms of

17 them last month. I think we'll start seeing that ramp

18 up a bit, as we do have an aggressive capital program

19 this year. And our project fund and general fund are

20 in good shape.

21 MS. MAYOCK: Did someone just join us on the

22 line?

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

1 COMMISSIONER LISKO: John Lisko.

2 MS. MAYOCK: Got you. Thank you.

3 MR. WHITE: If you'll turn to the second page,

4 the only thing I wanted to call to your attention is

5 under T-2013/2014 Finance Plan Actions; it actually

6 should say 2013 to 2015. We are proceeding with,

7 hopefully, the swap novation transaction, which was

8 approved months ago.

9 COMMISSIONER TAYLOR: This is Rick Taylor.

10 MS. MAYOCK: Hi, Commissioner Taylor. Thank

11 you.

12 MR. WHITE: We have signed documents for two

13 different banks and we are going to send these to the

14 rating agencies. Once we get kind of a positive

15 approval from the rating agencies, we'll proceed with

16 the swap novation, hopefully later this month.

17 So that concludes the financial summary.

18 CHAIRWOMAN MASON: Thank you.

19 Does anybody have any questions? Concerns?

20 Okay. If not, we'll move on to the second

21 item, which is the Audiolog Recorder Updates.

22 Mr. LaMarca?

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

1 MR. LaMARCA: Thank you. Good morning,

2 Commissioners.

3 For this item, staff is seeking Board approval

4 to negotiate a contract with Kova Corporation for an

5 amount not to exceed $119,961.90 for the procurement

6 of hardware and software upgrades for the Authority's

7 telephone and radio recording equipment. This

8 purchase is provided with the pricing under the

9 Commonwealth of Pennsylvania Contract Number

10 4400008557.

11 The purpose is to provide the Authority with

12 necessary upgrades in support of the Authority's voice

13 recording infrastructure. To provide you some

14 background, for the past five years we have been

15 utilizing Verint’s Audiolog system to capture voice

16 recordings from the Authority's radio system, as well

17 as specific telephone numbers related to public safety

18 and transit operations.

19 The recordings are used by staff to track

20 incidents for legal, regulatory, and other

21 requirements. Recorded audio and telephone also

22 provides a measure of safety using instant recall by

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

1 police dispatch.

2 CHAIRMAN NASH: Denise, we can't hear on the

3 phone. Whoever is talking is coming in very garbled.

4 CHAIRWOMAN MASON: Can you hear me?

5 CHAIRMAN NASH: I can hear you very well.

6 MS. MAYOCK: If you can pull your microphone

7 closer, Kevin? We'll try that.

8 MR. LaMARCA: Should I start again?

9 CHAIRWOMAN MASON: Yes.

10 CHAIRMAN NASH: And, Kevin, please slow down a

11 little bit.

12 MR. LaMARCA: Sure. For this item, staff is

13 seeking Board approval to negotiate a contract with

14 Kova Corporation for an amount not to exceed

15 $119,961.90, for the procurement of hardware and

16 software upgrades to the Authority's telephone and

17 radio recording equipment. This purchase is provided

18 with the pricing under the Commonwealth of

19 Pennsylvania Contract Number 4400008557.

20 The purpose is to provide the Authority with

21 the necessary upgrades in support of the Authority's

22 voice recording infrastructure. As some background,

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

1 for the past five years we have been utilizing

2 Verint’s Audiolog system to capture voice recordings

3 from the Authority's radio system, as well as specific

4 telephone numbers related to public safety and transit

5 operations.

6 The recordings are used by staff to track

7 incidents for legal, regulatory, and other

8 requirements. Recorded audio and telephone also

9 provide a measure of safety using instant recall by

10 police dispatch.

11 As the system has been in place for some time

12 and as part of regular, routine maintenance, it is now

13 necessary to refresh some of that equipment. This

14 upgrade will include new servers and the latest

15 version of the software. With this upgrade, we will

16 also get improved capabilities, including: a new

17 web-based client; improvements in recovery capability;

18 ability to tie in our new 800-megahertz radio system;

19 additional channels for increased recording

20 capability; encryption functionality for future

21 integration; and, it will integrate with our new

22 version of Cisco telephone system which is in process

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

1 right now.

2 For those reasons, we would like to proceed

3 with this negotiation.

4 CHAIRWOMAN MASON: Thank you.

5 Does anyone have any questions for Mr.

6 LaMarca? If not, I will accept a motion to move this

7 item to the Board for approval.

8 COMMISSIONER FENTRESS: Move the motion.

9 CHAIRWOMAN MASON: May I have a second?

10 COMMISSIONER WHITE: Second.

11 CHAIRWOMAN MASON: The motion has been made

12 and seconded.

13 Any discussion?

14 All those in favor?

15 ALL: Aye.

16 CHAIRWOMAN MASON: Opposed?

17 The motion carries.

18 All right. Thank you.

19 The next item is the Temporary Services

20 Contract.

21 Ms. Brown?

22 MS. BROWN: Yes. Good morning, Commissioners.

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

1 On June 17, 2013, the Board approved the

2 selection of four temporary staffing agencies. Those

3 agencies are outlined for you in the summary statement

4 that has been provided.

5 The purpose of this contract is to provide

6 temporary administrative support at DRPA and PATCO on

7 an as-needed basis. We executed four contracts in an

8 amount not to exceed $540,000, and the not-to-exceed

9 amount was to span the term of three years. The

10 $540,000 estimate was based on anticipated operational

11 needs and historical data.

12 The Uniformed Temporary Transit Ambassadors

13 Program is a very popular program with our PATCO

14 customers. It provides an important presence at PATCO

15 stations, the parking lots, and the concourses. So

16 when the contract with temporary transit ambassadors

17 was not renewed in April 2014, management determined

18 that the continued presence of the transit ambassadors

19 was necessary and recommended that the cost of the

20 temporary transit ambassadors be charged against the

21 existing temporary staffing contracts.

22 The existing term for the four temporary

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

1 staffing services will expire in June 2016. We expect

2 that we are going to need to bring on additional temps

3 to staff the PATCO stations for upcoming concerts in

4 Philadelphia, the Tall Ships Exhibition, and the Papal

5 Visit in September.

6 We are asking to amend -- authorization to

7 amend the existing contract to provide for sufficient

8 funds to cover all of these needs. The summary

9 statement and resolution that you have in front of you

10 called for a $500,000 increase. But this morning we

11 learned that due to the potential of having to close

12 two of the tracks, we may need additional temps on

13 board. So we are looking now for $650,000 in

14 additional authorization for the contract.

15 The Transit Ambassador Program is running

16 about $30,000 a month and we do have 14 months

17 remaining on this contract. So as such, we are asking

18 for the additional $650,000. I do want to say that we

19 are taking other steps here internally to reduce the

20 strain on the temporary services contracts. Where

21 possible, we have ended a number of temporary

22 assignments at DRPA and PATCO, and we are also

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

1 considering the possibility of PATCO reestablishing a

2 separate contract for the temporary transit

3 ambassadors, so perhaps issuing an RFP to cover just

4 that service.

5 I believe CEO Hanson has a point to make?

6 MR. HANSON: Commissioners, a couple of points

7 that I want to make on this. One is that when we came

8 back to the Board with the transit ambassadors

9 contract, the Board declined to approve that and it

10 was the Board, at that time, who directed us to bring

11 the program in-house. So we had to rely on our

12 existing temporary services contract.

13 The program is popular, as CAO Brown

14 mentioned, but it is also essential to the track rehab

15 project. Particularly, the reason that we're asking

16 for the additional amendment of $150,000 is we are

17 contemplating now -- we just spoke just a little bit

18 before -- we are now contemplating a third track

19 outage from July 4th to Labor Day. If we do take that

20 action, that will have a number of benefits, including

21 ending the project this year as opposed to next year

22 and reducing costs. But, if we do take that step,

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

1 we're going to need additional transit ambassadors to

2 do this.

3 This is not going to impact the operating

4 budget. We are not asking to increase the operating

5 budget. We are only asking for additional contractual

6 authorization to hire people because it would have

7 been under another contract, but the Board declined to

8 approve that contract.

9 Going forward, when we have more time, it's

10 our intention to break out the temporary services

11 specifically for transit ambassadors. The way this

12 went down at the Board when this happened, we did not

13 have the ability to react in that way and had to use

14 the existing contract. So, going forward, we'll

15 separate out -- when we redo this --, transit

16 ambassadors temporary services. But, for now, this is

17 the vehicle we have available to us.

18 We are not talking about exceeding the

19 parameters of the operating budget, only where the

20 money is going to go, which would be in temporary

21 services.

22 COMMISSIONER WHITE: I have a question.

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

1 You've explained it already. I just want to make sure

2 I get it. Exactly what do the transit ambassadors do?

3 MR. RINK: They perform customer service in

4 our stations; namely, at nights and weekends. We have

5 our own full-time staff that has -- are in the

6 stations in the morning from 6:00 to 2:30. The

7 transit ambassadors cover the stations for the evening

8 rush, later in the evening, and on weekends.

9 COMMISSIONER WHITE: And they provide

10 informational services?

11 MR. HANSON: Information, direction, and they

12 will be there during the rush hour. That's the

13 additional money that we're asking for if we go to the

14 outage. Because what tends to happen is we will have

15 somewhat sophisticated schedules running so that we

16 can get the most trains in and out during the outage.

17 And so they are literally there with the schedule and

18 will point to a train and say this train is going east

19 or this train is going west. And they'll also inform

20 the customers of the next train due in a certain

21 period of time.

22 COMMISSIONER WHITE: Do they provide any other

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

1 services?

2 MR. HANSON: They are eyes and ears for the

3 police department as well; so they don't do direct

4 security, but they are trained to keep their eyes

5 open. If there is anything suspicious or there are

6 any problems, they're there to make calls to summon

7 the police.

8 MR. RINK: They could also help with the fare

9 collection -- questions on how to use the fare

10 collection system. Mainly nights and weekends, we do

11 not have our typical commuters, but instead first-time

12 riders. They'll help them through that process.

13 MR. HANSON: At times, they escort passengers

14 out to the parking lot.

15 COMMISSIONER WHITE: Okay.

16 CHAIRMAN NASH: John, this is Jeff. You

17 should tell them the history of how we started with

18 the Transit Ambassadors Program; that it was a

19 consequence of a very unfortunate situation where

20 someone was kidnapped at the .

21 MS. BROWN: Yes, the Eberly case at Ferry

22 Station.

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

1 MR. HANSON: So there was a woman who -- a

2 young woman who was kidnapped from Ferry Avenue and

3 ultimately murdered. And that was sort of the impetus

4 for this program, to get more people into the

5 stations.

6 MS. MAYOCK: Procedurally, we need a motion on

7 your amended amount and then a second motion on the

8 resolution as amended.

9 CHAIRWOMAN MASON: Okay. So I'll accept a

10 motion for the amended amount?

11 MS. MAYOCK: Correct.

12 CHAIRWOMAN MASON: Of the summary statement?

13 MS. MAYOCK: Yes.

14 CHAIRWOMAN MASON: Okay.

15 COMMISSIONER DiANTONIO: So moved.

16 CHAIRWOMAN MASON: Second?

17 COMMISSIONER FENTRESS: Second.

18 CHAIRWOMAN MASON: The motion has been moved

19 and seconded.

20 Is there any discussion?

21 All in favor?

22 ALL: Aye.

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

1 CHAIRWOMAN MASON: Opposed?

2 Okay, the motion carries.

3 And then what else do I need to do?

4 MS. MAYOCK: Just the resolution that's in

5 front of everybody, as amended with the new amounts.

6 CHAIRWOMAN MASON: Didn't I already do that?

7 MS. MAYOCK: Well, first we had to have the

8 amendment for the changed amount and now it's the

9 resolution as amended.

10 CHAIRWOMAN MASON: Okay. Sorry, I'm just

11 giving you a hard time. I will accept a newly amended

12 -- I'll take a motion for the newly amended

13 resolution.

14 COMMISSIONER FENTRESS: Move the motion.

15 CHAIRWOMAN MASON: Second? May I have a

16 second?

17 COMMISSIONER DiANTONIO: Second.

18 CHAIRWOMAN MASON: All in favor?

19 ALL: Aye.

20 CHAIRWOMAN MASON: Any discussions?

21 All right, the ayes have it. The motion

22 carries.

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

1 The next item is the Broker/Consultant for

2 Traditional Property and Casualty, including Pollution

3 Legal Liability. That's a long title.

4 Ms. Brown?

5 MS. BROWN: Thank you. In 2012, the Board

6 appointed Aon to be the broker/consultant for the

7 Authority's traditional property and casualty program.

8 The agreement that we entered into with Aon was for

9 two years, with an option for a third year at DRPA's

10 sole discretion. We did exercise that option and the

11 agreement will now expire on August 17, 2015.

12 The agreement with Aon has no further

13 extensions or options. Therefore, we issued an RFP

14 which was publicly advertised on DRPA's website and in

15 the Business Insurance periodical. The following four

16 firms submitted proposals: the Alamo Insurance Group

17 out of Secaucus, New Jersey; Aon, who is the

18 incumbent, out of Philadelphia, Pennsylvania; Turner

19 Surety and Insurance Brokerage, Inc. -- TSIB -- which

20 is out of Paramus, New Jersey; and Willis of

21 Pennsylvania, Inc., out of Radnor, Pennsylvania.

22 The review committee consisted of the

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

1 following individuals: the chief engineer, director

2 of risk management and safety, PATCO general manager,

3 and myself. After carefully reviewing all of the

4 proposals, the committee agreed that Turner Surety

5 Insurance Brokerage was the highest technically ranked

6 firm. TSIB submitted a cost proposal of $141,000,

7 which is an increase of $12,000 a year over the

8 current annual service fee that we are paying to Aon

9 at this time.

10 While TSIB's cost was not the lowest, the

11 committee was impressed by TSIB's service team and the

12 proactive renewal program, among other strengths, many

13 of which have been outlined for you in the summary

14 statement.

15 In order for staff to transition the brokerage

16 services from Aon to TSIB, DRPA's Legal Division has

17 advised that the current Aon agreement be terminated

18 as of July 31, using the termination for convenience

19 clause, which gives us the ability to terminate for

20 any reason or for no reason by giving written notice

21 of the termination to the broker not less than 30 days

22 prior to the effective date of the termination.

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

1 If approved, we are proposing to send the

2 termination letter to Aon on or about May 12, 2015.

3 In order to ensure a smooth transition from one broker

4 to the next, we would then exercise our rights under

5 the transition -- the transfer assistance clause --

6 which requires our existing broker to transition

7 everything in a seamless manner to another broker.

8 The final quarterly installment that is due to

9 Aon under the existing contract that will expire

10 shortly, is $32,250, and that's due on or before

11 June 30th.

12 We propose to make that payment to Aon so that

13 everything is in order with the contract and that fee

14 will be what we will expect; that's how we're going to

15 cover the transition, the transfer assistance clause.

16 If everything goes according to plan as

17 outlined, TSIB will become the broker-of-record for

18 DRPA on the day that the contract would expire, which

19 is August the 17th. So we're seeking this committee's

20 approval of staff's recommendation to transition the

21 broker for this program from Aon to Turner Surety

22 Insurance Brokerage.

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

1 CHAIRWOMAN MASON: Does anybody have any

2 questions for Ms. Brown in regards to this?

3 No?

4 If not, I will accept a motion to move this

5 item for Board approval.

6 COMMISSIONER FENTRESS: So moved.

7 CHAIRWOMAN MASON: May I have a second?

8 COMMISSIONER DiANTONIO: Second.

9 CHAIRWOMAN MASON: Thank you. The motion has

10 been made and seconded.

11 Is there any discussion? If not, all in

12 favor?

13 ALL: Aye.

14 CHAIRWOMAN MASON: All opposed?

15 All right, the motion carries.

16 Thank you, Ms. Brown.

17 MS. BROWN: You're welcome.

18 CHAIRWOMAN MASON: The next item is the

19 Renewal of DRPA Bridge Property Damage and Loss of

20 Revenue Insurance.

21 Ms. Brown?

22 MS. BROWN: Very well, okay. For this item,

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

1 you have a big schematic in front of you. This one is

2 the bridge property program and it shows you the way

3 it's set up. It's a quota share program. There are

4 three carriers that provide this coverage for the

5 Authority.

6 This is the policy that covers the DRPA

7 against direct physical damage or property loss to the

8 four bridges. It also insures against the loss of

9 revenue on our four bridges when the loss of revenue

10 results from an interruption in toll revenue.

11 The details of the policies are covered in

12 great detail in the summary statement that's been

13 provided. The existing policies that make up this

14 program expire on June 30, 2015. In order to lock in

15 very favorable rates, staff is seeking committee

16 approval to renew the existing policies for an 18-

17 month term. The recommendation will result in a rate

18 decrease of 6.74 percent and a premium decrease of

19 $122,640.

20 If approved, the new term for this insurance -

21 - for this program -- would run from June 30, 2015 to

22 December 31, 2016. The incumbents on the program

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

1 would be the three that you see in front of you,

2 Zurich, XL, and Travelers. One carrier is no longer

3 going to be on the program because we were able to

4 make up the difference with another carrier and the

5 carrier that is no longer going to be on the program

6 was the most expensive carrier. So this is a good

7 development for the DRPA.

8 The terms and conditions that are currently in

9 place on this program would remain in place on this

10 program. So, again, we're looking at a decrease in

11 the premium and also in the rate. And we're looking

12 at the ability to lock in these favorable rates for an

13 18-month period.

14 So it is staff's recommendation, along with

15 our broker's recommendation, that we accept this

16 renewal quote from Zurich, XL, and Travelers.

17 CHAIRWOMAN MASON: Thank you.

18 Does anybody have any questions? If not, I'll

19 accept a motion to move this item for Board approval.

20 COMMISSIONER FENTRESS: Move the motion.

21 CHAIRWOMAN MASON: May I have a second?

22 COMMISSIONER DiANTONIO: Second.

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

1 CHAIRWOMAN MASON: The motion has been made

2 and seconded.

3 Any discussion?

4 All those in favor?

5 ALL: Aye.

6 CHAIRWOMAN MASON: Opposed?

7 The ayes have it and the motion carries.

8 Thank you.

9 Thank you for all your diligence and your nice

10 chart.

11 MS. BROWN: You're welcome.

12 CHAIRWOMAN MASON: That we can actually see.

13 MS. BROWN: Yes.

14 CHAIRWOMAN MASON: The last item on the agenda

15 is to Extend the TSIB Broker/Consultant Agreement for

16 the Owner-Controlled Insurance Program.

17 Didn't we just talk about TSIB?

18 MS. BROWN: Yes. They're a broker -- they're

19 going to be a broker on another program. They're the

20 broker now on the OCIP program that recently expired.

21 Okay?

22 CHAIRWOMAN MASON: Okay. So this is -- okay.

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

1 MS. BROWN: But you were paying attention.

2 CHAIRWOMAN MASON: I was. But I was like we

3 already did this. Okay.

4 MS. BROWN: The DRPA's owner-controlled

5 insurance program, we call it OCIP, expired on

6 December 31, 2014. Turner Surety Insurance Brokerage,

7 TSIB, served as our OCIP broker for administrative

8 purposes. Although our OCIP expired in December, the

9 Board has authorized staff to enter into an agreement

10 to keep TSIB on board until August 17, 2015.

11 TSIB's continued involvement is needed to

12 continue the claim review and advocacy services

13 through the resolution of 17 open claims. It is

14 anticipated that, at most only two or three of those

15 17 claims will be fully closed by August 17th.

16 In New Jersey, claimants have two years, or

17 until December 2016, to file their claims and workers'

18 compensation claims; and in Pennsylvania, the

19 claimants have three years, or until December 2017, to

20 file claims related to the OCIP program that has

21 recently closed.

22 So we are proposing to extend TSIB's contract

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

1 for 16 months, or until December 17, 2017, when the

2 last claim could be filed. The fixed service fee for

3 TSIB's continued services by way of the addendum will

4 be $63,000, payable in quarterly installments of

5 $15,750.

6 So, at this time, it is staff's recommendation

7 that we extend the contract that's currently in place

8 with TSIB to provide this critical service to us as we

9 wait for the period of time that any claims could be

10 submitted to expire.

11 CHAIRWOMAN MASON: So that additional $63,000

12 is going to take us to the 3-year period?

13 MS. BROWN: Yes.

14 CHAIRWOMAN MASON: The end of the three-year

15 period.

16 MS. BROWN: Yes.

17 CHAIRWOMAN MASON: All right. Does anybody

18 have any questions? If not, I'll accept a motion to

19 move this item for Board approval.

20 COMMISSIONER DiANTONIO: So moved.

21 CHAIRWOMAN MASON: May I have a second?

22 COMMISSIONER FENTRESS: Second.

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

1 CHAIRWOMAN MASON: The motion has been made

2 and seconded.

3 Any further discussion? If not, all in favor?

4 ALL: Aye.

5 CHAIRWOMAN MASON: All opposed?

6 Thank you. The motion carries.

7 MS. BROWN: Thank you very much.

8 CHAIRWOMAN MASON: I'd like to call for a

9 motion to go into Executive Session.

10 COMMISSIONER FENTRESS: Move the motion.

11 COMMISSIONER DiANTONIO: Second.

12 CHAIRWOMAN MASON: Thank you. The decisions

13 made in Executive Session will be made public when the

14 issues are resolved.

15 Upon motion duly made and seconded, which we

16 have, the committee -- we're going to move into

17 Executive Session, so may I ask that the room be

18 cleared.

19 (Off the record at 10:16 a.m.)

20 (On the record at 11:31 a.m.)

21 CHAIRWOMAN MASON: I'd like to call for a motion to

22 go back into Public Session.

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

1 COMMISSIONER FENTRESS: Move the motion.

2 COMMISSIONER DiANTONIO: Second.

3 CHAIRWOMAN MASON: We are now back in Open

4 Session. I’d like a Motion to adjourn.

5 COMMISSIONER FENTRESS: Move the motion.

6 COMMISSIONER DiANTONIO: Second.

7 CHAIRWOMAN MASON: All in favor?

8 ALL: Aye.

9 CHAIRWOMAN MASON: Thank you very much.

10 (Whereupon, at 11:31 a.m., on Wednesday, May 6, 2015

11 the meeting adjourned.)

12

13

14

15

16

17

18

19

20

21

22

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

1 CERTIFICATE

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

8 FREE STATE REPORTING, INC.

9

10 ______Tom Bowman 11 (Official Reporter) 12

13

14

15

16

17

18

19

20

21

22

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

ITEM NO.: DRPA-15-060 SUBJECT: Audiolog Recorder Upgrades

COMMITTEE: Finance

COMMITTEEMEETINGDATE: May6,2015

BOARDACTIONDATE: May20,2015

PROPOSAL: That the Board authorizes staff to negotiate a contract with Kova Corporation, for an amount not to exceed $119,961.90 for the procurement of hardware and software upgrades to the Authority’s telephone and radio recording equipment. This purchase is provided with pricing under the Commonwealth of Pennsylvania Contract # 4400008557.

PURPOSE: To provide the Authority with the necessary upgrades in support of the Authority’s voice recording infrastructure.

BACKGROUND: For the past 5 years we have been utilizing Verint’s Audiolog system to capture voice recordings from the Authority’s radio system as well as specific telephone numbers related to public safety and transit operations. The recordings are used by staff to track incidents for legal, regulatory, and other requirements. Recorded radio and telephone also provides a measure of safety using Instant Recall by police dispatch.

As the system has been in place for some time and as part of regular routine maintenance, it is now necessary to refresh some of that equipment. This upgrade will include new servers and the latest version of the software. With this upgrade we will also get improved capabilities including,

 New web-based client  Improvement in recovery capability  Ability to tie in our new 800Mhz radio system  Additional channels for increased recording capability  Encryption functionality for future integration  Integrates with new version of Cisco telephone system SUMMARY STATEMENT -2- Audiolog Recorder Upgrades Finance 05/6/2015 ______

Staff therefore recommends, negotiating a contract with Kova Corporation, for an amount not to exceed $119,961.90 for the procurement of hardware and software upgrades to the Authority’s telephone and radio recording equipment.

SUMMARY: Amount: $119,961.90 Source of Funds: 2013 Revenue Bonds/General Fund Capital Project #: T14002 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A DRPA-15-060 Finance Committee: May 6, 2015 Board Date: May 20, 2015 Audiolog Recorder Upgrades

RESOLUTION

RESOLVED: That the Board authorizes staff to negotiate a contract with Kova Corporation, for an amount not to exceed $119,961.90 for the procurement of hardware and software upgrades to the Authority’s telephone and radio recording equipment.

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: $119,961.90 Source of Funds: 2013 Revenue Bonds/General Fund Capital Project #: T14002 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A

KAL Information Services SUMMARY STATEMENT

ITEM NO. DRPA-15-061 SUBJECT: Modification of Current Temporary Workers Contracts COMMITTEE: Finance

COMMITTEEMEETINGDATE: May6,2015

BOARDACTIONDATE: May20,2015

PROPOSAL: That the Board authorizes staff to modify the current four (4) three year General Services contracts with the staffing firms: Accounting Principals, Accountants for You & Office Staff For You, Perry Resources and TS Staffing Services, to add an additional Six Hundred and Fifty Thousand Dollars ($650,000) to the revised “not to exceed” amount of $1,540,000 over the three year term.

PURPOSE: To provide adequate funds for the use by PATCO of temporary “Transit Ambassadors” which were originally intended to be covered by a separate procurement process, which subsequently was canceled.

BACKGROUND: On June 17, 2013 pursuant to Board Resolution DRPA-13-066, staff entered into and executed four contracts for the provision of temporary services with the following staffing agencies: 1) Accountants for You & Office Staff for You 2) Accounting Principals 3) Perry Resources 4) TS Staffing

PATCO has been utilizing uniformed temporary Transit Ambassadors to provide a presence in PATCO stations, parking lots, and concourses. The last contract authorizing the use of the Transit Ambassadors expired in 2014 and a resolution authorizing the renewal of the contract with the vendor for a three year term in the amount of $2,182,965 was pulled in April 2014. Since that time, the cost of temporary Transit Ambassadors has been charged to the aforementioned temporary staffing contracts. The use of the Transit Ambassadors continues to be necessary, particularly during the current PATCO BFB Track Rehabilitation Project, and therefore, some of the cost has been charged to capital budget. In addition, the Transit Ambassadors will be needed to staff PATCO stations for the upcoming summer concerts in Camden and Philadelphia, the Tall Ships exhibition and the Papal visit in September. SUMMARY STATEMENT -2- Modification of Current Temporary Finance 5/6/2015 Workers Contracts

______

The original total contract value of the contracts was $540,000 over a three year period. However, due to the continued use of the Transit Ambassadors during the PATCO BFB Track Rehabilitation Project, the contract amount was increased by an additional one million dollars ($1,000,000) by the Board on July 16, 2014.

Staff estimates that for the remainder of the term of the Temporary Services contracts (which will expire in June 2016), an additional Six Hundred and Fifty Thousand Dollars ($650,000) will need to be added to the contract amount to cover the cost of the Transit Ambassadors.

SUMMARY: Amount: n-t-e $650,000 Source of Funds: Revenue Fund, General Fund Capital Project #: #PF1010 Operating Budget: DRPA Professional Services, PATCO Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 14 months (existing contract) Other Parties Involved: N/A DRPA-15-061 Finance Committee May 6, 2015 Board Date: May 20, 2015 Modification of Current Temporary Workers Contracts

RESOLUTION

RESOLVED: That the Board authorizes staff to modify the current four (4) three year General Services contracts with the staffing firms: Accounting Principals, Accountants for You & Office Staff For You, Perry Resources and TS Staffing Services, to add an additional Six Hundred and Fifty Thousand Dollars ($650,000) to the “not to exceed” amount of $1,540,000 for the contract term; 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: n-t-e $650,000 Source of Funds: Revenue Fund, General Fund Capital Project #: #PF1010 Operating Budget: DRPA Professional Services, PATCO Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 14 months (Existing Contract) Other Parties Involved: N/A SUMMARY STATEMENT

ITEM NO.: DRPA-15-062 SUBJECT: Broker/Consultant for Traditional Property & Casualty, including Pollution Legal Liability

COMMITTEE: Finance

COMMITTEEMEETINGDATE: May6,2015

BOARDACTIONDATE: May20,2015

PROPOSAL: That the Board authorizes staff to negotiate an Agreement with a Broker/Consultant for the Authority’s Traditional Property & Casualty Program, which includes a Pollution Legal Liability policy covering the Victor Lofts Buildings and for staff to use its discretion (based on performance evaluation) as to whether to exercise the third year option based on staff’s overall satisfaction with TSIB’s professional services. Staff may use its discretion as to whether to exercise the third year option for TSIB’s services.

PURPOSE: To appoint a Broker/Consultant for the Authority’s Traditional Property & Casualty Program, including Pollution Legal Liability, which would include insurance marketing and claims management, among other tasks. The broker appointment will be valid upon the following: (1) the expiration of the New Jersey Governor’s Veto Period; (2) a fully-executed Broker/Services Agreement between the Delaware River Port Authority and Turner Surety & Insurance Brokerage Inc. (TSIB); and (3) completion and submittal of the signed Broker of Record Letters to the various insurance carriers.

BACKGROUND: DRPA-12-066 authorized staff to appoint and negotiate an Agreement with the Broker/Consultant, Aon Risk Solutions for the Authority’s Traditional Property & Casualty Program, including the Pollution Legal Liability Policy. The Agreement was for a period of two (2) years (August 12, 2012 to August 16, 2014), with an option for a third year, unilaterally exercisable by the DRPA at its sole discretion.

DRPA-14-070 authorized staff to exercise the right to extend the initial term of the Aon Brokerage and Consulting Services Agreement for the Traditional Property & Casualty Program, including Pollution Legal Liability, for one (1) additional year until August 17, 2015. DRPA exercised that option and entered into an extended Agreement. The Agreement included an annual fixed service fee of $129,000, payable in quarterly installments of $32,250 each.

Since the Agreement does not provide for any additional extensions, staff drafted and issued a Request for Proposal for Broker/Consultant Services for the Traditional Property & Casualty, including a Pollution SUMMARY STATEMENT Broker/Consultant for Finance 5/6/2015 Traditional Property & Casualty, including Pollution Legal Liability

Legal Liability policy. All steps of the RFP process were in compliance with Resolution DRPA-10-044.

The RFP was advertised on DRPA’s website. It was also advertised in the Business Insurance Periodical on January 12 and January 19, 2015. Responses were due on January 30, 2015, by 3 pm.

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

The following four (4) firms submitted proposals:

The Alamo Insurance Group, Inc. – Secaucus, NJ AON (the incumbent) – Philadelphia, PA TSIB – Paramus, NJ Willis of PA, Inc. – Radnor, PA

The review committee consisted of following individuals:

 Chief Administrative Officer  Chief Engineer  Director Risk Management & Safety  PATCO General Manager

In compliance with Resolution 10-044, the staff evaluation team was interviewed and screened for conflicts by the Acting Inspector General. All members of the team were cleared to participate in the evaluation process.

On February 23, 2015, the Review Committee met to discuss and evaluate the proposals on the basis of technical merit and cost. Turner Surety and Insurance Brokerage, Inc. (TSIB) was the highest technically-ranked firm.

Until recently, TSIB served as the Administrator of the DRPA’s OCIP, which expired on December 31, 2015. Although the OCIP expired, the Board authorized an extension of the Agreement with TSIB through August 17, 2015 to perform OCIP administrative close-out services. During this four-year period, staff had the opportunity to work closely with the TSIB team members and has been pleased.

TSIB’s proposal outlined a very proactive renewal process strategy. TSIB will maintain a renewal calendar including a 180-day, 120-day and 90-day look-ahead to be sure that strategies and goals are discussed and SUMMARY STATEMENT Broker/Consultant for Traditional Finance 5/6/2015 Property & Casualty, including Pollution Legal Liability

documented well in advance of policy expiration.

TSIB clearly understands staff’s critical time constraints. The Review Committee felt that TSIB’s relevant experience and knowledge of their key personnel, along with their experience in recognizing the importance of transparency when dealing with public agencies was best suited to meet the DRPA’s needs. TSIB also proposed a property analysis beyond the physical structures owned, operated and occupied by DRPA, which would include a review of interior fixtures, furniture, computers and equipment used to maintain and operate DRPA facilities, as well as valuable papers and records. This will illustrate to DRPA where to concentrate insurance dollars on areas subject to the greatest loss potential from both a severity and frequency standpoint. In addition, TSIB’s proposed Program Management includes a policy log for each policy of the thirteen policies to track the issues, discrepancies or changes which are indispensable in maintaining accurate and up-to-date policies for this large Traditional Property & Casualty program. TSIB will prepare a Claims Management Procedures Manual to assist DRPA to set forth critical detailed claims special handling instructions. Finally, TSIB is a direct writer of Selective Insurance Company. Selective Insurance was the former Commercial Automobile insurance company for the Authority and previously charged very competitive premiums. Our current broker does not represent this company.

There are two current DRPA insurance companies that TSIB does not represent on a “direct basis”. The carriers are Affiliated FM (FM Global) and National Fire & Marine Insurance Company. It is common in the industry for a broker to be issued a Broker of Record letter from an insured, yet work thorough a “wholesaler” or “surplus lines” broker to place that policy with the carrier. These wholesale brokers work directly with the retail broker, TSIB in this instance, and serve as an intermediary with the insurance carrier. Wholesale brokers often possess specialized expertise in a particular line of coverage and/or have greater access to or influence with those insurance markets. If approved, TSIB has elected to use Am Wins, the largest wholesaler in the country to access both of these insurance carriers. TSIB’s selection of AmWins as the wholesaler is simply to ensure that TSIB would have sufficient influence with the carriers to ensure DRPA’s program receives the highest level of attention of a most preferred client. SUMMARY STATEMENT Broker/Consultant for Traditional Finance 5/6/2015 Property & Casualty, including Pollution Legal Liability

Affiliated FM and National Fire & Marine Insurance Company will process the Broker of Record Letters NET of any income including commission, or any contingent, supplemental or other forms of additional compensation to TSIB.

As a result, the premiums quoted from Affiliated FM and National Fire & Marine Insurance company to AM Wins as the intermediary. AM Wins will receive commissions from the carriers, but will not pay any additional income to TSIB, including commission, or any contingent, supplemental or other forms of additional compensation.

In the contractual agreement, TSIB will be advised about the Authority’s prohibition against fee-sharing, fee-splitting or receipts of any funds or consideration not earned by any broker or agent on behalf of the DRPA. To ensure transparency of costs, the Authority will require the disclosure of all payments made by or to any brokers as compensation for services provided under the terms of the Broker/Consultant contract. TSIB will be advised that the Authority shall have the right to request, review and audit all records and documentation of the broker for compliance.

If staff’s recommendation is accepted, TSIB’s Cost Proposal would result in a $12,000 increase (per year) over the current annual service fee ($129,000 vs. $141,000).

It is recommended that a Broker/Consultant Agreement be negotiated with TSIB for the two-year fixed service fee for a not-to-exceed annual amount of $141,000 ($282,000 over a two-year term), payable in quarterly installments of $35,250. The Agreement will include a one year option not to exceed $141,000 for the period of August17, 2015 to August 17, 2017. The option for the third year is unilaterally exercisable by the DRPA, at its sole discretion.

The current Aon Brokerage and Consulting Agreement does not provide for any further extensions. In order for staff to transition the broker services for the Traditional Property & Casualty Program from Aon to TSIB, DRPA Legal has advised that the current Aon Agreement be terminated as of July 31, 2015. Under the “Termination for Convenience” clause, the Authority may terminate the Agreement at any time, for any reason or for no reason, by giving written notice of termination to the Broker not less than thirty (30) days prior to the effective date of the termination. The contract termination clause 5.5, “Transfer Assistance”, requires the broker to agree to reasonably assist the Authority’s replacement broker in the transfer of the projected renewal services that will not exceed more than thirty (30) days when SUMMARY STATEMENT Broker/Consultant for Traditional Finance 5/6/2015 Property & Casualty, including Pollution Legal Liability

the termination is effective. The transfer assistance will occur between 7/31/2015 to 8/17/2015. DRPA’s Legal Department has reviewed and approved a termination letter. Staff will send the termination letter to Aon on or about June 12, 2015. The final quarterly installment of $32,250, due 6/30/2015, will be paid to Aon.

The Legal department staff will draft a new Broker/Consultant Agreement for TSIB to become effective July 31, 2015. Upon execution of same, TSIB will receive the DRPA signed Broker of Record letters for distribution to the insurance carriers representing the thirteen (13) policies of the Traditional Property & Casualty Program including the Pollution Legal Liability policy. Upon the insurance carriers’ acceptance of the Broker of Records for the Traditional Property & Casualty Program including the Pollution Legal Liability policy, TSIB will begin the renewal process in August for the 12/31/2015 renewal policies of the Traditional Property & Casualty Program.

Staff recommends that TSIB be appointed as the Broker of Record and to negotiate an Agreement for the Authority’s Traditional Property & Casualty Program, which includes a Pollution Legal Liability policy covering the Victor Lofts Buildings.

SUMMARY: Amount: Total: $282,000 (two year term), with 1 Year option NTE $141,000; payable on an annual basis (with quarterly installments of $35,250 each) Source of Funds: Revenue Fund and General Fund (PATCO portion) Capital Project #: N/A Operating Budget: DRPA Risk Mgt. C/E #8 PATCO Admin. C/E Insurance & Claims Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 2 years, with an option for a third year, unilaterally exercisable by the DRPA at its sole discretion, permitting staff to use its discretion (based on performance evaluation) as to whether to exercise the option for a third year Other Parties Involved: Turner Surety & Insurance Brokerage Inc. (TSIB) DRPA-15-062 Finance Committee: May 6, 2015 Board Date: May 20, 2015 Broker/Consultant for Traditional Property & Casualty, Including Pollution Legal Liability

RESOLUTION

RESOLVED: That the Board authorizes staff to exercise the “Termination for Convenience” clause in the Agreement between DRPA and Aon, and to issue a letter to Aon on or about June 12, 2015, terminating the Aon Brokerage and Consulting Services Agreement for the Traditional Property & Casualty Program, which includes a Pollution Legal Liability policy. The effective of the Termination would be 7/31/2015; and be it further

RESOLVED: That the Board authorizes staff to exercise the “Transfer Assistance” clause in the Aon Brokerage and Consulting Services Agreement for the Traditional Property & Casualty Program, which includes a Pollution Legal Liability. Under the Transfer Assistance clause, Aon is obligated to reasonably assist the Authority’s replacement broker in the transfer of the renewal services which expected to occur between 7/31/2015 to 8/17/2015; and be it further

RESOLVED: That the Board authorizes staff to pay the final quarterly installment of $32,250 due 6/30/2015 to Aon for the “Transfer Assistance”; and be it further

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

RESOLVED: That the Board authorizes staff to negotiate an agreement with TSIB for a period of two (2) years, with an option for a third year, unilaterally exercisable by the DRPA at its sole discretion; for the 2-year fixed service fee not to exceed $282,000, at the annual fixed service fee of $141,000 payable on a quarterly basis at $35,250 each; and be it further RESOLVED: That the Board permits staff to use its discretion (based on performance evaluation) as to whether to exercise the third year option based on staff’s overall satisfaction with TSIB’s professional services. Staff may use its discretion as to whether to exercise the third year option for TSIB’s services. If the third year option is exercised, the additional one- year option shall not exceed $141,000, and shall be payable on a quarterly basis at $35,250 each; and be it further

RESOLVED: That the Board authorizes that the appointment shall be validated upon the following: (1) the expiration of the New Jersey Governor’s Veto Period; (2) a fully executed Broker/Services Agreement between the Delaware River Port Authority and Turner Surety & Insurance Brokerage, Inc. (TSIB) and (3) completion and submittal of the signed Broker of Record Letters.

RESOLVED: The Chair, Vice Chair and the Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the DRPA. If such agreements, contracts, or other documents have been approved by the Chair, Vice Chair and Chief Executive Officer and if thereafter either the Chair or Vice Chair is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA along with the Chief Executive Officer. If both the Chair and Vice Chair are absent or unavailable and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of DRPA.

SUMMARY: Amount: Total: Not to exceed $282,000 (two year term) With 1 year option NTE $141,000; payable on an annual basis (with quarterly installments of $35,250 each) Source of Funds: Revenue Fund and General Fund (PATCO portion) Capital Project #: N/A Operating Budget: DRPA Risk Mgt. C/E #8 PATCO Admin. C/E Insurance & Claims Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 2 years, with an option for a third year, unilaterally exercisable by the DRPA at its sole discretion, permitting staff to use its discretion (based on performance evaluation) as to whether to exercise the option for a third year Other Parties Involved: Turner Surety & Insurance Brokerage, Inc. (TSIB) SUMMARY STATEMENT

ITEM NO.: DRPA-15-063 SUBJECT: Renewal of DRPA Bridge Property Damage and Loss of Revenue Insurance

COMMITTEE: Finance

COMMITTEEMEETINGDATE: May6,2015

BOARDACTIONDATE: May20,2015

PROPOSAL: That the Board authorizes staff to bind the renewal of the Bridge Property Damage and Loss of Revenue insurance policies.

These policies are placed by our Broker/Consultant, Aon Risk Services. Pursuant to DRPA-12-075, Aon is paid a fixed annual service fee not-to- exceed $118,250 payable in quarterly installments. Therefore, the proposed policy premiums are net of commission.

During the last renewal term in 2013, Aon marketed the DRPA’s Bridge Property Damage and Loss of Toll Revenue Policies to the following markets:

• Ironshore - Offered some capacity but not competitive vs incumbents • RSUI - Declined • Axis Specialty - Declined • Aspen - Declined • Markel - Declined • Hartford - Declined • Lexington - Declined; could not be competitive • Munich Re - Never received a final response • Swiss Re - Offered 30% capacity but not competitively priced • Zurich, XL, Travelers and Arch, the incumbent companies offered renewal terms which were board approved

For purposes of administration, staff recommends that we renew the existing policy (which was to expire on 6/30/2015) for another 18-month policy. If approved, the new policy term would be 6/30/2015-12/31/2016. The purchase of an 18-month policy will lock-in the proposed term rate of $0.1119, which is a decrease of -6.74% from the current term rate of $0.1200. SUMMARY STATEMENT Renewal of DRPA Bridge Property Damage Finance 5/6/2015 and Loss of Revenue Insurance

______

PURPOSE: To renew the required Bridge Property Damage and Loss of Revenue insurances to reduce the DRPA’s exposure to risk, and to insure against physical damage and economic loss.

BACKGROUND: The Bridge Property Damage and Loss of Revenue insurance covers the DRPA against direct physical damage or property loss to the four bridges. The policy also insures against loss of revenue on our four bridges when the covered loss results from an interruption in toll revenue.

The Loss Limit of the expiring policy is $500 million, subject to a $25 million deductible per occurrence (a $75million Aggregate Deductible “Cap” has been added to the policy). DRPA’s existing policies for the Bridge Property Damage and Loss of Toll Revenue will expire on June 30, 2015.

Covered Property Under the Bridge Property Damage Program the covered properties and locations include:

o jurisdictional boundaries associated with the Ben Franklin, Betsy Ross, Commodore Barry and Walt Whitman Bridges (as noted in the survey maps on file); o bridge decks, piers, anchorages, abutments supports, hangers, and approaches, including all related structures, substructures, lighting, equipment, foundations, roadways, pavement or barriers and any other property necessary or incidental to the bridges or bridge operations; o surveillance equipment; o underground wells, piping, mains, sewers and drains, including business property therein that is a part of the bridge.

Covered Perils The perils insured under the Bridge Property Damage Program include:  direct physical loss of, or damage to property insured;  damage caused by flood, earthquake;  both certified and non-certified acts of terrorism; and

Loss of Toll Revenue Insurance The Loss of Toll Revenue insurance provides coverage against loss of toll revenue on our four bridges, on a per occurrence basis up to a limit of $290,960,000. The policy excludes revenues derived from PATCO operations or the Ferry.

When a covered loss results in an interruption of toll revenue, the policy is subject to a 14-day waiting period (e.g. 14-days of toll revenue). SUMMARY STATEMENT Renewal of DRPA Bridge Property Damage Finance 5/6/2015 and Loss of Revenue Insurance

______

Structure of Current Bridge Property Damage Program We have a $500 million Loss Limit per occurrence policies written as a Participation-Share Property Limit. The following four (4) carriers participate:

(1) 10% (or $50 million) - Arch Insurance Company; (2) 20% (or $100 million) - Travelers Property Casualty Company of America participates; (3) 30% (or $150 million) - XL Insurance America; and (4) 40% (or $200 million) - Zurich American Insurance Company

The current Bridge Property & Loss of Toll Revenue Program was based upon a total insured value of $2,327,756,181. Aon has recommended trending the total insured values by 3% or $2,387,247,380 for the renewal term. The current term premium for the 12/30/2013-6/30/2015 program is $2,818,312 (including TRIA and NJ PLIGA tax).

For the renewal term, XL has offered to increase its current participation-share of 30% (or $150 million property limit) up to 42% (or $210,000,000). XL’s proposed increase in participation eliminates the need for the 10% participation-share by Arch.

Bridge Property Damage and Loss of Toll Revenue Renewal Quotes: $500million Loss Limit

 Zurich - Estimated premium $ 963,613 (incumbent)  XL Insurance - Estimated premium $1,237,114 (incumbent)  Travelers - Estimated premium $ 494,945 (incumbent) $2,695,672 Note: Arch Participation-share @ 10% no longer needed

Aon presented three renewal options for our consideration: 1) An extension from 6/30/2015-12/31/2015 Est. $955,879 2) Annual renewal from 6/30/2015-6/30/2016 Est. $1,865,463 3) 18-month term from 6/30/2015-12/31/2016 Est. $2,695,672

The most advantageous option is the one to renew for the same 18-month policy term. By taking advantage of the 18-month policy term, the DRPA will be able to (a) lock in the property rate through December 31, 2016, (b) avoid rate increases that accounts with flood exposure are currently experiencing; and (c) avoid any possible market rate increase until 2016. SUMMARY STATEMENT Renewal of DRPA Bridge Property Damage Finance 5/6/2015 and Loss of Revenue Insurance

______

Recommendation: The current 18-month term premium for a $500 million Loss Limit is $2,818,312 (including TRIA and NJ PLIGA tax).

The renewal premium is estimated to be $2,695,672 (including TRIA and NJ PLIGA tax) for policy term 6/30/2015-12/31/2016. This is a premium decrease of $122,640 over the current premium and a rate decrease of - 6.74% from the current term rate.

 Our broker recommends that we accept the 18-month policy term 6/30/15-12/31/2016, for a $500 million Loss Limit with the three (3) incumbents: Travelers Property Casualty Company of America, XL Insurance America and Zurich American Insurance Company, for an estimated premium of $2,695,672 (including TRIA and NJ PLIGA tax).

Staff concurs with the broker’s recommendation above.

SUMMARY: Amount: Estimated 18-month term premium: $2,695,672 $500 million Bridge Property Damage & Loss of Toll Revenue insurance (TRIA and NJ PLIGA tax included). Source of Funds: Revenue Fund Capital Project #: N/A Operating Budget: DRPA Risk Mgt. C/E #8 Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: June 30, 2015-December 31, 2016 Other Parties Involved: Aon and Zurich, XL Insurance, and Travelers DRPA-15-063 Finance: May 6, 2015 Board Date: May 20, 2015 Renewal of DRPA Bridge Property Damage and Loss of Toll Revenue Insurance

RESOLUTION

RESOLVED: That the Board authorizes staff to accept the 18-month policy term quote from the incumbent carriers, Zurich, XL Insurance and Travelers for the Bridge Property Damage and Loss of Toll Revenue Policies at the $500 million Loss Limit, for the policy term June 30, 2015 – December 31, 2016, at an estimated premium of $2,695,672 (TRIA and NJ PLIGA tax included); 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: Estimated 18-month term premium: $2,695,672 $500 million Bridge Property Damage & Loss of Toll Revenue insurance (TRIA and NJ PLIGA tax included). Source of Funds: Revenue Fund Capital Project #: N/A Operating Budget: DRPA Risk Mgt. C/E #8 PATCO Admin. C/E Insurance & Claims Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: June 30, 2015-December 31, 2016 Other Parties Involved: Aon and Zurich, XL Insurance, and Travelers SUMMARY STATEMENT

ITEM NO.: DRPA-15-064 SUBJECT: Addendum to Extend the TSIB Broker/Consultant Agreement for the Owner Controlled Insurance Program

COMMITTEE: Finance

COMMITTEEMEETINGDATE: May6,2015

BOARDACTIONDATE: May20,2015

PROPOSAL: That the Board authorizes staff to draft an addendum to the existing Brokerage and Consulting Services agreement with Turner Surety Insurance Brokerage (TSIB) for the continuance of the services provided in support of the Authority’s Owner Controlled Insurance Program (OCIP). The current agreement will expire on August 17, 2015.

Although the OCIP insurance policies expired 12/31/2014, TSIB’s services are needed to continue the claim review and advocacy process through the resolution of the 17 open claims. These claims represent a total incurred cost of $4 million. It is anticipated that, at most, only two (2) or three (3) of these claims will be fully closed by mid-August 2015.

Statutes of Limitations for filing Workers’ Compensation claims, whether based on an occupational disability or a physical injury, vary from state-to-state. In New Jersey, there is a two-year Statute of limitations (SOL). Pennsylvania has a three-year SOL. The OCIP policies expired on December 31, 2014. Therefore, claims can be filed up to 2016 in New Jersey and up to 2017 in Pennsylvania. The administration responsibilities for the close-out of the OCIP (September 7, 2008 to December 31, 2014) will remain open until:

 either the expiration of the Statue of Limitations (2 years in NJ and 3 years in PA);  the date all claims are closed (but, no later than 3 years from the expiration date of 12/31/2014) or;  the purchase of a “buy-out” (a stipulated sum in which AIG assumes all further financial responsibilities for claims or other obligations under the OCIP to allow DRPA to close its books financially (our letter of credit valued at $5.5 million makes this option possible) with respect to the OCIP. SUMMARY STATEMENT Addendum to Extend the TSIB Broker/ Finance 5/6/2015 Consultant Agreement for the Owner Controlled Insurance Program

The effect of the Statutes of Limitation is to leave the DRPA open to potential claims well beyond completion of the physical construction and expiration of the OCIP policies. Should any claims arise under the Statutes of Limitations, and within the 16-month proposed extension of the TSIB contract, TSIB would respond on DRPA’s behalf for the management of any potential claims.

If approved, the addendum to TSIB’s Brokerage/Consulting Services Agreement will be extended from August 17, 2015 to December 17, 2017. In its written proposal (dated 4/20/2015), TSIB confirmed that the terms and conditions of the 16-month extension agreement would remain the same as the expiring Agreement. The fixed service fee for a 16-month Addendum shall be $63,000, payable in quarterly installments of $15,750.

PURPOSE: To extend the existing Agreement with TSIB, from August 17, 2015 to December 17, 2017. Under the extension, TSIB will continue to attend quarterly claim review meetings, perform monthly billing reviews, and provide claim advocacy and other administration responsibilities for the close-out of the OCIP insurance policies, among other tasks.

TSIB agrees not to accept any commission from AIG resulting from any OCIP audits that may result in an additional premium charged to the DRPA. The executed Addendum will be validated upon the following: (1) the expiration of the New Jersey Governor’s Veto Period; (2) a fully- executed addendum, to the Brokerage and Consulting Services Agreement between the Delaware River Port Authority and Turner Surety & Insurance Brokerage Inc. (TSIB).

BACKGROUND: The term of the Agreement for the TSIB Brokerage and Consulting Services for the OCIP commenced on August 16, 2012, and was to run through the completion of the last OCIP enrolled project or to August 16, 2014, whichever was sooner.

In April 2014, pursuant to DRPA-14-051, the Board authorized staff to execute an Addendum to the existing agreement with TSIB from August 16, 2014 to August 17, 2015. The terms and conditions of the extension agreement remained the same at the fixed annual service fee of $63,000, payable in quarterly installments of $15,750. SUMMARY STATEMENT Addendum to Extend the TSIB Broker/ Finance 5/6/2015 Consultant Agreement for the Owner Controlled Insurance Program

AIG required DRPA to issue Letters of Credit (“LOC”) for the 2008- 2014 term valued at approximately $10.5 million. The LOC was subsequently reduced to $5.5 million due to the resolution of claims associated with the 2000-2004 and 2004-2008 OCIPs. The term of the LOC was extended through December 31, 2015. The DRPA may be required to renew its current LOC to cover the 17 remaining open claims. If AIG requires DRPA to extend the LOC beyond December 31, 2015, the term of the LOC will be on a to-be-determined basis. DRPA may also be required to furnish additional collateral based on AIG's review of the DRPA's financial statements.

In the contractual agreement, TSIB will be advised about the Authority’s prohibition against fee-sharing, fee-splitting or receipts of any funds or consideration not earned by any broker or agent on behalf of the DRPA. To ensure transparency of costs, the Authority will require the disclosure of all payments made by or to any brokers as compensation for services provided under the terms of the Broker/Consultant contract. TSIB will be advised that the Authority shall have the right to request, review and audit all records and documentation of the broker for compliance.

Staff recommends that the current TSIB Agreement be extended from August 17, 2015 to December 17, 2017. The fixed service fee shall not exceed $63,000, and shall be payable in quarterly installments of $15,750.

SUMMARY: Amount: Total: 16-month term Not-to-exceed $63,000 payable in quarterly installments of $15,750 each Source of Funds: General Fund Capital Project #: N/A Operating Budget: DRPA Risk Mgt. C/E #8 PATCO Admin. C/E Insurance & Claims Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 8/17/2015-12/17/17 Other Parties Involved: Turner Surety Insurance Brokerage Inc. (TSIB) DRPA-15-064 Finance Committee: May 6, 2015 Board Date: May 20, 2015 Addendum to Extend the TSIB Broker/Consultant Agreement for Owner Controlled Insurance Program

RESOLUTION

RESOLVED: That the Board authorizes staff to draft an Addendum to extend the existing TSIB Brokerage and Consulting Services Agreement for the OCIP from August 17, 2015 to December 17, 2017. The Addendum authorizes TSIB to continue the claim review and advocacy process through the resolution of all open claims, and provides for other administration responsibilities for the close-out of the OCIP insurance policies, among other tasks. TSIB will perform this work for a fixed service fee not-to-exceed $63,000, payable in four (4) quarterly installments of $15,750; and be it further

RESOLVED: That the Board authorizes the appointment shall be validated upon the following: (1) the expiration of the New Jersey Governor’s Veto Period; and (2) a fully executed Addendum between the Delaware River Port Authority and the Turner Surety & Insurance Brokerage; and be it further

RESOLVED: That the Board authorizes staff, if required by AIG, to renew the Letter of Credit (due to expire December 31, 2015) to cover any remaining open claims from the OCIP policy term 2008 to 2014 or to furnish additional collateral based on AIG's review of the DRPA's financial statements. The term of the Letter of Credit is to-be-determined; 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 STATEMENT Addendum to Extend the TSIB Broker/ Finance 5/6/2015 Consultant Agreement for the Owner Controlled Insurance Program

SUMMARY: Amount: Total: 16-month term Not-to-exceed $63,000, payable in quarterly installments of $15,750 each Source of Funds: General Fund Capital Project #: N/A Operating Budget: DRPA Risk Mgt. C/E #8 PATCO Admin. C/E Insurance & Claims Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 8/17/2015-12/17/2017 Other Parties Involved: Turner Surety & Insurance Brokerage Inc. (TSIB) AUDIT 1 DELAWARE RIVER PORT AUTHORITY

2 Audit Committee Meeting

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

5 Wednesday, May 6, 2015

6 Committee Members:

7 Eugene DePasquale, Chairman (via telephone) Marian Moskowitz 8 Denise Mason Charles Fentress 9

10 Other:

11 Christopher Howard, Assistant Counsel New Jersey Governor's Authorities Unit 12 David Dix, Assistant to Chairman Boyer Paul Josephson, Esq., Duane Morris 13 (Pennsylvania Counsel)

14 DRPA Staff: 15 John Hanson, Chief Executive Officer 16 Kristen Mayock, Acting General Counsel & Acting Corporate Secretary 17 Stephen Holden, Deputy General Counsel Kathleen Vandy, Assistant General Counsel 18 James White, Chief Financial Officer Toni Brown, Chief Administrative Officer 19 David Aubrey, Acting Inspector General John Rink, General Manager, PATCO 20 Bennett Cornelius, Assistant General Manager, PATCO Sheila Milner, Administrative Coordinator 21 Elizabeth McGee, Administrative Coordinator

22

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

1 INDEX

2 Page

3 Roll Call 3

4 Update from Outside Counsel 4

5 Ethics Policy Draft

6 OIG SOP Draft

7 Update from Acting Inspector General 12

8 Pending Matters Requiring Audit Committee Immediate Input 9 Other Matters 10 Audit Committee Charter Draft 15 11 Citizens Advisory Committee 16 12 Executive Session/Adjournment 19 13

14

15

16

17

18

19

20

21

22

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

1 PROCEEDINGS

2 (11:38 a.m.)

3 CHAIRMAN DePASQUALE: I would like to call to

4 order the meeting of the Audit Committee of the

5 Delaware River Port Authority and ask the corporate

6 secretary to call the roll.

7 MS. MAYOCK: General DePasquale?

8 CHAIRMAN DePASQUALE: Here.

9 MS. MAYOCK: Commissioner Moskowitz?

10 COMMISSIONER MOSKOWITZ: Here.

11 MS. MAYOCK: Commissioner Mason?

12 COMMISSIONER MASON: Here.

13 MS. MAYOCK: Commissioner Fentress?

14 He just went to go get coffee, but he is here.

15 Commissioner Taylor, any chance you are on the

16 line? No.

17 Okay, we have four, that's a quorum.

18 Go ahead, please.

19 CHAIRMAN DePASQUALE: Okay, great. First item

20 on the agenda is an update from outside counsel

21 regarding two items. First, is the ethics policy.

22 Ms. Kosta or Mr. Gibson, do you want to give

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

1 us an update?

2 MS. MAYOCK: Stephanie Kosta, I believe, may

3 be on the phone, but we have Paul Josephson here from

4 Duane Morris.

5 CHAIRMAN DePASQUALE: Okay, Paul, fire away.

6 MR. JOSEPHSON: Thank you, Chairman.

7 Stephanie asked me to stop in today. I've been

8 working diligently with New Jersey counsel over the

9 last -- this has been obviously a long and iterative

10 process on this document.

11 Most recently, New Jersey counsel and

12 Pennsylvania counsel conferred on the last draft of

13 the SOP for the Office of Inspector General and did

14 circulate -- it came to a scrivener's agreement about

15 a reasonable approach to the issues of how audits

16 would be conducted and processed and ultimately,

17 reported out.

18 I believe that the result of that conversation

19 is in the agenda materials. I'm not entirely sure

20 about that. I know as well that the Acting Inspector

21 General has produced an iteration of a standard

22 operating procedure for the office as well; that has

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

1 also been circulated.

2 Fundamentally, I think the two documents in

3 substance are very, very similar, very close to each

4 other. I think -- and I'll defer to David on this in

5 terms of characterizing the draft coming out of his

6 office -- fundamentally, I think some of the

7 differences are process-oriented in terms of the

8 relationship as to how various officials will review

9 and participate in review of audit reports that are

10 coming out. That's the fundamental difference between

11 those two drafts that have been produced.

12 MR. AUBREY: Correct. Just to give you a

13 brief explanation of the process I went through for my

14 review. After our last committee meeting, I took what

15 was called the Boockvar version and the Duane Morris

16 version, as well as adding my own language, I

17 leveraged what I felt -- based on my own experience --

18 presented the various categories in the best light and

19 that were reflecting best practices, as well as easily

20 implementable.

21 I consolidated some of the overlapping

22 sections and language where possible and revised and

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

1 added processes that had been put in place over the

2 past six months during my tenure as the acting

3 inspector general. I have included processes required

4 based on professional standards.

5 I reviewed some of the references to -- I

6 guess it was the oversight committee. I felt the Audit

7 Committee, itself, is appointed as the oversight

8 committee of the Board of Commissioners, and the IG

9 and OIG are accountable to the Audit Committee. I

10 reviewed what I perceived to be some of the polarizing

11 language. There is a lot of language in areas if we

12 do not agree. I'm going from, I guess, a vision --

13 We're all pointed in the same direction, we're

14 all aiming at the same goal, and I feel we can deal

15 with any potential, future issues or conflicts just

16 through normal channels and the existing chain of

17 command; at least that's what I've been exposed to

18 from previous employers.

19 I've removed the time commitments and

20 restrictions for turnaround of product and responses,

21 and I feel that they should be managed as they occur

22 on a product-by-product basis and you would elevate

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

1 any unresponsive request on an as-needed basis.

2 Lastly, I reviewed the language that pertained

3 to termination of the inspector general position. As

4 it stands now, I believe it's properly referenced

5 within the Audit Committee Charter, as well as

6 captured within the exiting Authority procedures as

7 the Excepted Employees’ Policy. But I agree with Paul

8 in that what I propose and the last iteration from our

9 outside attorneys -- we're definitely close.

10 MR. JOSEPHSON: I think it's important to

11 point out that New Jersey counsel -- I'll speak for

12 New Jersey counsel in their absence today -- but I

13 think it's fair to say New Jersey counsel and

14 Pennsylvania counsel approached this most recent draft

15 as an effort to kind-of reconcile concerns that have

16 been expressed over the course of the previous drafts

17 that have gone back and forth, with the specific

18 understanding that it was really a scrivener's draft

19 and that the lawyers were not trying to make any

20 policy decisions that would appropriately be to this

21 committee and to stakeholders of the Authority.

22 I think really the fundamental -- I think

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

1 David's statement that you'd hope you could work these

2 things out in the ordinary course is exactly how you'd

3 like to see this document run. That certainly is a

4 great aspirational goal, if that's the direction that

5 the Audit Committee prefers to go in.

6 Certainly, from my part, Pennsylvania counsel

7 is not expressing objections or concerns to that. I

8 think, however, from counsel's perspective,

9 collectively between Pennsylvania and New Jersey,

10 although we would certainly hope there would not be

11 issues that may have previously existed, the

12 possibility always exists in the future for

13 disagreements over how things should be handled when a

14 matter becomes controversial, etc., and so there are

15 an awful lot of protections built into what we'll call

16 the lawyers’ draft to kind of account for that.

17 One would hope, I think, exactly as Mr. Aubrey

18 said, it would not be necessary to kind-of go to all

19 those mechanisms; but this can be a difficult area.

20 But, ultimately, the lawyers have offered our version

21 as one for the committee's consideration. But the

22 lawyers are not trying to drive a policy decision

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

1 about how this committee or any other stakeholders

2 want to perform this oversight function relative to

3 the Office of Inspector General.

4 CHAIRMAN DePASQUALE: Any questions there?

5 COMMISSIONER MASON: I don't have any. This

6 is Commissioner Mason.

7 CHAIRMAN DePASQUALE: Okay. Seeing no

8 questions, the only question I have is how are the CAC

9 reports with this? Has the CAC reviewed it at any

10 point yet?

11 MR. HANSON: I don't think so, no.

12 CHAIRMAN DePASQUALE: Correct me if I'm wrong;

13 isn't that part of the plan? I would think maybe

14 before we have a formal Board adoption -- so we can

15 move it out of committee today, but before the Board

16 actually does that -- I think they should at least be

17 presented with it.

18 MR. HANSON: I think, Eugene, you're right.

19 Commissioner Boockvar did take it to the CAC. The

20 other thing is that the New Jersey Governor's

21 Authorities Unit has asked us not to take action on it

22 because our former representative was just activated,

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

1 called to active duty, so we don't have a

2 representative right now. Nobody there is up-to –

3 speed on this and they want some time to get up-to-

4 speed on what we're doing as well. So, I don't know

5 if it would matter moving it out of committee; I think

6 they don't want us -- they certainly don't want us to

7 take it to the Board until they've had an opportunity

8 to look at it.

9 CHAIRMAN DePASQUALE: Well, look, here's my

10 take on this. As a Board, we've had our chance to

11 review it. But having said that, out of respect for

12 the New Jersey Governor's Office, what we can do is

13 maybe kill those two birds with one stone so we can be

14 much more efficient moving forward.

15 Instead of moving it out of committee and then

16 just having it wait in limbo there, we can just keep

17 it in committee and then when they have their review

18 there, then if we need to tweak anything, it's

19 probably easier in committee anyway, and have the CAC

20 review it. That way we're operating with good faith

21 with all of our partners. And just wrap this up once

22 everyone is done.

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

1 But, as far as I'm concerned, it seems like,

2 from the committee perspective, we're good to go.

3 MS. MAYOCK: And we have Chris Howard here

4 from the New Jersey Governor's Authorities Unit. We

5 will send Chris copies of both to bring back to New

6 Jersey GAU for their review and comment.

7 MR. HANSON: And if you give a copy of it to

8 Dawn, Dawn can send it to the CAC.

9 CHAIRMAN DePASQUALE: Okay, great.

10 Considering the time constraints, that's the process

11 we're going to do; we'll let the New Jersey Governor's

12 team -- the new team -- review that. We'll have the

13 CAC review it and then, once their review is done,

14 we'll have a target date.

15 But from the committee side of this, we're

16 good-to-go and then we'll move it out of committee

17 next month. And if we need to tweak anything, we can

18 do it at that time. Okay?

19 Next item on the agenda is an update from the

20 Acting Inspector General regarding pending matters

21 requiring Audit Committee immediate input and any

22 other matters.

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

1 Mr. Aubrey?

2 MR. AUBREY: Thank you, General. To start,

3 the records management program audit report and the

4 Office of Inspector General memos that were associated

5 with the review of the reallocated economic

6 development funds, which were both presented at our

7 last meeting, were posted to our DRPA website.

8 We have three audit projects that are

9 currently in progress and are nearly completed, and

10 being closed out with responsible Authority

11 management. They include our audit of insurance and

12 the annual PATCO storeroom inventory. We're also

13 completing field work on our audit of cash and

14 investments.

15 Working with the Office of the General

16 Counsel, we just initiated a review of the Parking

17 Authority, the City of Camden's compliance with land

18 usage and parking-related agreements with the DRPA,

19 dating back to May 2013. On April 30th, an engagement

20 letter was forwarded to the parking authority of the

21 City of Camden management and the revenue-related

22 documentation in support of contractual commitments

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

1 was requested.

2 At this point, I'd like to give you -- give

3 the committee -- a brief update on external contracted

4 audits we are overseeing pertaining to the Authority's

5 annual financial audit and PATCO's management audit.

6 Regarding the annual financial audit and single audit

7 being performed by Bowman & Company, the daily onsite

8 field work has been completed as of April 24th. The

9 single audit field work is expected to be completed

10 this week. As of this update, Bowman & Company has

11 not encountered any significant or material

12 deficiencies and in further communications with me,

13 stated they do not anticipate any.

14 They remain on schedule for submitting the

15 annual report and single audit reports and, as part of

16 the required communications, the representatives from

17 Bowman & Company will be scheduled to present the

18 results of the 2014 annual financial audit at our

19 June 3, 2015 Audit Committee meeting.

20 Regarding our PATCO management audit being

21 conducted by Trans-Tech, Inc., the project is on

22 schedule with no critical issues encountered or

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

1 project risks identified. The initial data collection

2 is substantially complete and the majority of onsite

3 interviews and observations have been conducted.

4 Trans-Tech's next period of activities will

5 focus on finalization of major field work, including

6 the completion of missed or rescheduled interviews,

7 follow-up meetings, and any remaining supplemental

8 data gathering.

9 Our office continues with our regularly

10 scheduled status meeting with both firms to monitor

11 progress through completion and ensure proper

12 cooperation continues; reports back from both firms is

13 that cooperation continues to be excellent.

14 The Office of Inspector General continues to

15 investigate and address ethics hotline concerns. As

16 we see during the past month, a total of six concerns

17 have been reported to our office. Three concerns were

18 communicated using our ethics hotline and three were

19 mailed to our office internally. All six have been

20 reviewed.

21 Five of the six concerns received were

22 referred to our Office of the General Counsel and our

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

1 DRPA police chief for their review based on the

2 content of the reported concern. Two allegations were

3 investigated and deemed unfounded. Two allegations

4 were reviewed and confirmed. One of the substantiated

5 allegations was addressed and corrective actions

6 applied; the other confirmed concern is pending

7 potential disciplinary action. The investigations of

8 the remaining two issues were not concluded at the

9 time of this meeting.

10 Lastly, in support of the Authority's

11 procurement process, during the month of April our

12 offices also performed 64 reviews of political

13 contribution disclosures and 10 conflict of interest

14 reviews associated with 16 procurement transactions.

15 This concludes the update from the Office of

16 Inspector General. Thank you.

17 CHAIRMAN DePASQUALE: Any questions for Mr.

18 Aubrey?

19 Our next item is the Audit Committee charter.

20 Mr. Aubrey?

21 MR. AUBREY: Yes, sir. After our last Audit

22 Committee meeting, I addressed an open item and I

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

1 circulated -- or recirculated -- the draft charter for

2 comment on April 8th. I did hear back from

3 Commissioner Moskowitz, who indicated her support of

4 this version.

5 At this point, we are awaiting feedback on or

6 approval of the draft Audit Committee charter's

7 current content. Upon committee approval of the draft

8 charter language as presented, we can move the charter

9 forward for formal approval and adoption at next

10 month's meeting.

11 CHAIRMAN DePASQUALE: Does anybody have any

12 comments on it? If not, we can put it on the agenda

13 for a vote at the next meeting, okay?

14 MR. AUBREY: Very good.

15 CHAIRMAN DePASQUALE: Great, thank you.

16 Last item on the public session is the

17 Citizens Advisory Committee candidate, Michael Izzo.

18 Ms. Brown?

19 MS. BROWN: Yes, good morning. On April 16,

20 2015, Michael Izzo, of Collingswood, New Jersey, was

21 interviewed by members of the Audit Committee and me.

22 Prior to being interviewed, Mr. Izzo had attended

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

1 three monthly Citizens Advisory Committee meetings,

2 had become familiar with the issues and also the

3 existing members.

4 Mr. Izzo, an architect, is a daily user of

5 PATCO, the Ben Franklin Bridge and the Walt Whitman

6 Bridge. On his application, Mr. Izzo pointed out that

7 he is younger than most people who serve on boards and

8 committees, and believes he, therefore, brings a

9 unique perspective to the Citizens Advisory Committee

10 from a growing and increasingly influential

11 demographic, which uses PATCO trains and DRPA bridges.

12 During his interview, Mr. Izzo told the

13 members that he believes PATCO is one of the better

14 rail lines in the region. He feels the free Wi-Fi,

15 the bicycle storage, and the impending delivery of the

16 refurbished cars are significant pluses. He also told

17 us that he is not an activist and his intent is to

18 foster mutual interest between the Citizens Advisory

19 Committee and DRPA decision-makers.

20 On behalf of the Citizens Advisory Committee,

21 we seek committee approval today to move Mr. Izzo's

22 nomination to the full Board for its consideration and

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

1 approval. If approved by the Board, the New Jersey

2 side of the Citizens Advisory Committee will be at

3 full capacity, which means they will have 12 members.

4 The Pennsylvania side of the committee will have six

5 members. So, it is the recommendation of staff to

6 move it forward to the full Board for consideration.

7 CHAIRMAN DePASQUALE: Thank you, Toni. I

8 support his nomination. I'm going to let everyone

9 know that.

10 Does anyone have any questions for Ms. Brown

11 regarding the nomination?

12 COMMISSIONER MASON: I have a question. It's

13 not in regards to the nomination. I'm good with the

14 nomination.

15 You said there are 12 New Jersey and there are

16 six Pennsylvania?

17 MS. BROWN: Yes.

18 COMMISSIONER MASON: So there needs to be an

19 addition six Pennsylvanians?

20 MS. BROWN: Exactly. And we're doing constant

21 outreach, press releases. We have the applications in

22 all of the stations and also at One Port Center. And

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

1 so, we're just trying to fill those vacancies. We had

2 a full complement at one time and then they've dropped

3 off.

4 COMMISSIONER MASON: All right, thank you.

5 MS. BROWN: You're welcome.

6 CHAIRMAN DePASQUALE: Any other questions? If

7 not, I'll accept a motion to move this item out of

8 committee for Board approval.

9 May I have a motion?

10 COMMISSIONER FENTRESS: Move the motion.

11 CHAIRMAN DePASQUALE: Second?

12 COMMISSIONER MOSKOWITZ: Second.

13 CHAIRMAN DePASQUALE: Is there a second?

14 COMMISSIONER MOSKOWITZ: Yes.

15 CHAIRMAN DePASQUALE: Sorry. Are there any

16 negative votes?

17 Hearing none, Mr. Izzo's application is

18 approved by the committee and onto the Board for

19 approval.

20 Now, I'd like to have a motion to go into

21 Executive Session. The decisions made in executive

22 sessions will be made public when the issues are

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

1 resolved. Is there a motion?

2 COMMISSIONER FENTRESS: Move the motion.

3 COMMISSIONER MASON: Second.

4 CHAIRMAN DePASQUALE: Any negative votes?

5 Hearing none, we are now in Executive Session.

6 Ms. Brown or Mr. Aubrey please let me know

7 when the room is appropriately cleared.

8 MS. MAYOCK: Mr. Aubrey is going to leave the

9 room.

10 (Off the record.)

11 (On the record.)

12 CHAIRMAN DePASQUALE: I would like to call for

13 a motion to go back into open session.

14 COMMISSIONER FENTRESS: Move the motion.

15 COMMISSIONER MOSKOWITZ: Second.

16 ALL: Ayes.

17 CHAIRMAN DePASQUALE: We are now back in open

18 session. At this time, I would like to request a

19 Motion to adjourn.

20 COMMISSIONER FENTRESS: Move the motion.

21 COMMISSIONER MASON: Second.

22 CHAIRMAN DePASQUALE: All in favor?

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

1 ALL: Aye.

2 CHAIRMAN DePASQUALE: The Audit Committee is

3 adjourned.

4 (Whereupon, at 12:09 p.m., on Wednesday,

5 May 6, 2015, the meeting adjourned.)

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

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

1 CERTIFICATE

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

8 FREE STATE REPORTING, INC.

9

10 ______Tom Bowman 11 (Official Reporter) 12

13

14

15

16

17

18

19

20

21

22

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

ITEM NO.: DRPA-15-065 SUBJECT: Approval of Citizens Advisory Committee Membership Nomination

COMMITTEE: Audit

COMMITTEEMEETINGDATE: May6,2015

BOARDACTIONDATE: May20,2015

PROPOSAL: That the Board approve the nomination made by the Citizens Advisory Committee (“CAC”) to fill one (1) vacancy on the Committee.

PURPOSE: To fill a vacancy on the CAC.

BACKGROUND: On September 15, 2010, the Board of Commissioners of the Delaware River Port Authority and the Board of Directors of the Port Authority Transit Corporation voted to create a Citizens Advisory Committee comprised of an equal number of residents of Pennsylvania and New Jersey.

Those interested in becoming CAC members must complete and submit an application. Applications are available on DRPA’s website and also in One Port Center’s lobby, all four bridges and at all PATCO stations. Applicants may not be related to any commissioner, officer or Authority employee. No vendors or employees of companies doing business with DRPA or PATCO are eligible.

The CAC was formed and adopted its own By Laws, which provide that a Nominating Committee of the CAC will review applications from Pennsylvania and New Jersey residents submitted to the DRPA and recommend new members.

When a CAC opening becomes available, the CAC’s Nominating Committee selects candidates for recommendation to the Audit Committee. Before the CAC will advance a candidate to the Audit Committee for consideration, the Committee requires potential members to attend three board meetings to familiarize themselves with Authority issues, become acquainted with SUMMARY STATEMENT Approval of Citizens Advisory Audit – 5/6/15 Committee Membership Nomination

CAC members and to enable the CAC to assess whether the potential new member would be an appropriate fit for such service. Audit Committee members are then invited to interview prospective CAC members. Once approved by the Audit Committee, the proposed new members are presented to the Authority Board for approval.

The CAC’s Nominating Committee has selected one (1) new member for recommendation to the Board:

 Michael D. Izzo - Collingswood, NJ

Mr. Izzo, who is an Architect, is a daily user of either PATCO or the Ben Franklin Bridge. He feels that he will bring a unique perspective and developer mentality which will positively impact the Committee's decisions. Mr. Izzo cites that he is not an activist, and his intent is to foster mutual interests between the CAC and DRPA decision makers. He is interested in the funding of maintenance projects and needed repairs, without losing sight of the needs of the commuters who use PATCO and our bridges.

Mr. Izzo believes PATCO is one of the better rail lines in the region, and that delays of service are infrequent. For PATCO, he pointed out that its free Wi-Fi, bicycle storage, and the delivery of the refurbished cars are “pluses”.

The candidate was interviewed on April 16, 2015 by members of the Audit Committee and Chief Administrative Officer Toni Brown and is being presented to the Board for approval. If this nominee is approved, the CAC will have the full complement of 12 members from NJ and 6 members from PA. There are currently 6 members from PA, with 6 vacancies open.

SUMMARY: Amount: N/A Source of Funds: N/A Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A OtherPartiesInvolved: N/A DRPA-15-065 Audit: May 6, 2015 Board Date: May 20, 2015 Approval of Citizens Advisory Committee Membership Nomination

RESOLUTION

RESOLVED: That the Board approve the appointment of Michael D. Izzo Collingswood, New Jersey to serve as a member of the Citizens Advisory Committee.

SUMMARY: Amount: N/A Source of Funds: N/A Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A OtherPartiesInvolved: N/A LABOR 1 DELAWARE RIVER PORT AUTHORITY

2 Labor Committee Meeting

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

5 Wednesday, May 13, 2015

6 Committee Members:

7 Ryan Boyer, Chairman Albert Frattali, Vice Chairman 8 Rohan Hepkins Richard Sweeney (via telephone) 9

10 Others Present:

11 Victoria Madden (for Auditor General DePasquale) (via telephone) 12 Paul Lewis, Esq. (Stevens & Lee) (via telephone)

13 DRPA Staff: 14 John Hanson, Chief Executive Officer 15 Kristen Mayock, Acting General Counsel & Acting Corporate Secretary 16 Stephen Holden, Deputy General Counsel Kathleen P. Vandy, Assistant General Counsel 17 Toni Brown, Chief Administrative Officer David Aubrey, Acting Inspector General 18 John Rink, General Manager, PATCO (via telephone) Bennett Cornelius, Assistant General Manager, PATCO 19 (via telephone)

20

21

22

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

1 INDEX

2 Page

3 Roll Call 3

4 Diversity and Inclusion Subcommittee 3

5 Discussion on the Summer Internship Program 5

6 Executive Session 12

7 Adjourn 13

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

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

1 PROCEEDINGS

2 (8:10 a.m.)

3 CHAIRMAN BOYER: I would like to call to order

4 the meeting of the Labor Committee of the Delaware

5 River Port Authority and ask the corporate secretary

6 to call the roll.

7 MS. MAYOCK: Chairman Boyer?

8 CHAIRMAN BOYER: Present.

9 MS. MAYOCK: Vice Chairman Frattali?

10 COMMISSIONER FRATTALI: Here.

11 MS. MAYOCK: Commissioner Hepkins?

12 COMMISSIONER HEPKINS: Present.

13 MS. MAYOCK: Commissioner Sweeney?

14 COMMISSIONER SWEENEY: Here.

15 MS. MAYOCK: We have Vicci Madden on for

16 General DePasquale. Correct?

17 MS. MADDEN: Correct.

18 MS. MAYOCK: Thank you. We have a quorum.

19 CHAIRMAN BOYER: There are two items on the

20 agenda for open session.

21 The first item is the Diversity and Inclusion

22 Subcommittee. We have done a great job here at the

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

1 Delaware River Port Authority recognizing and

2 rewarding diversity and having diversity as a part of

3 our culture. I think we should institutionalize that

4 by having a subcommittee to look at the numbers and to

5 make sure that we're giving women, African Americans,

6 Latinos, and all the other affected populations a fair

7 shot and making sure that we open up avenues for them

8 to come through on some of the difficult, more -- some

9 of the difficult jobs that require skills that we can

10 partner with the community in a more inclusive way.

11 They've done a great job doing it, but we want

12 to institutionalize it so as the people know that the

13 principle still lives. So I will accept a motion to

14 move this item to Board approval, and there is a

15 resolution here about creating a subcommittee under

16 the Labor Committee that deals with diversity and

17 inclusion and I would also say outreach, maybe with

18 outreach.

19 COMMISSIONER HEPKINS: So moved.

20 COMMISSIONER FRATTALI: Second.

21 CHAIRMAN BOYER: All in favor of the motion

22 signify by saying aye.

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

1 ALL: Aye.

2 CHAIRMAN BOYER: All opposed?

3 The motion carries.

4 The next item for discussion is the summer

5 internship program. This item was originally posted

6 as an executive item, although it is a topic which can

7 be discussed in open session. Ms. Brown will lead

8 that discussion.

9 I'm very proud of the summer internship

10 program because our tag line is “Stewardship. Service.

11 Community." and this is definitely a service to the

12 community and also training our workforce of tomorrow.

13 I think that, Toni Brown, you've done a great job with

14 that and I think that we should be very proud that we

15 are good corporate citizens in the community by

16 offering young people a valuable chance to get work

17 experience.

18 Ms. Brown?

19 MS. BROWN: Thank you very much. I just

20 wanted to give the committee an update as to where we

21 are in terms of the summer intern program. We

22 received 144 applications: 92 of those came from New

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

1 Jersey, which is about 64 percent; 50 of the

2 applicants came from Pennsylvania, 35 percent. We

3 received one applicant from Delaware and one as far

4 away as Massachusetts. We were looking --

5 CHAIRMAN BOYER: We had to give them a job

6 then. They really wanted it.

7 MS. BROWN: Right. We were looking to fill no

8 more than 60 positions between DRPA and PATCO. I am

9 pleased to say that we were able to place 27 relatives

10 of 27 employees as a result of the clarification --

11 the committee's clarification, the Board's

12 clarification -- of our policy related to employment

13 of relatives.

14 As the committee knows, the students had to

15 pass the criminal history background checks and also

16 drug and alcohol screenings. The mandatory

17 orientation sessions will begin on May 18th. They

18 will also take place on May 19th and May 21st, with

19 the first day of work being June 1st.

20 The hourly rate at the DRPA and at other

21 administration positions at PATCO will be $10 an hour.

22 At PATCO, the Way and Power night custodians will earn

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

1 $17.37 an hour. That's based on 85 percent of the

2 Teamster contract. And at PATCO, the Way and Power

3 laborers, which is the -- which would be the

4 groundskeepers, will be paid $20.09 an hour.

5 And I will say that Operations is very pleased

6 that DRPA and PATCO -- it's the first time in many

7 years that we've been able to get back to these kinds

8 of numbers, so that's going to provide some relief in

9 the toll lanes and also out in the field at DRPA and

10 PATCO. Certainly, we're going to be putting the

11 summer interns who are working in administrative

12 positions into some -- we're giving them some

13 meaningful work. They're going to leave with some

14 very meaningful work experience and we're pleased

15 about that.

16 CHAIRMAN BOYER: Ms. Brown, do we tape their

17 exit interviews and ask them about their meaningful

18 experience and kind of put that on our Facebook page

19 or our website as one of those tag words to the

20 community, because we really are helping the

21 community. If you talk to employers, they all talk

22 about young people have no work experience now.

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

1 They've been coddled. They've never been in the

2 workforce. They graduate college. They're pretty

3 smart, but they didn't have to work through college

4 like we did. So I think if we can ask them some

5 pointed questions and put them on camera, it may be an

6 effective tool.

7 MS. BROWN: I think that's a great suggestion.

8 We do ask them pointed questions throughout the summer

9 season and we do meet with them on a regular basis.

10 Also, there is an exit interview when they leave to

11 make sure we know what was beneficial and what was

12 not. But we have not taped them and done something

13 like that, so I think that's a very effective

14 suggestion and one that we'll certainly follow-up on.

15 CHAIRMAN BOYER: Okay. Thank you. It's great

16 that we got it back and it's great that our employees

17 can send their families to work here. It shows the

18 pride that they have in this organization. And it

19 goes to the government’s -- my government, the

20 Pennsylvania Governor's mission of a government that

21 works. And if it works, you want your family to be a

22 part of it and I thank you for having a clarification

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

1 so that the members of the DRPA can have their

2 families, have someone in the program.

3 MS. BROWN: You're welcome.

4 COMMISSIONER HEPKINS: Mr. Chairman, can I add

5 something?

6 CHAIRMAN BOYER: Yeah, yeah. Question?

7 COMMISSIONER HEPKINS: Or, a comment. I do

8 want to thank Ms. Brown for the statistics that I

9 recently received in the mail. I thought they were

10 tremendous. They were succinct, to the point. The

11 demographic breakdown of employees to the community I

12 thought is very helpful. It gives us a very helpful

13 start. I don't have it with me right now, but --

14 MS. BROWN: I have a copy.

15 COMMISSIONER HEPKINS: But I did review it

16 intensely when I received it in the mail. I thought

17 you did a really, really nice job.

18 MS. BROWN: Thank you.

19 COMMISSIONER HEPKINS: And the timeliness and

20 getting everything together, I'm sure. I don't want

21 to steal the chairman's thunder, but really, really

22 fine work. Thank you.

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

1 CHAIRMAN BOYER: No, I'm glad. I was going to

2 save and reserve --

3 COMMISSIONER HEPKINS: Oh, sorry.

4 CHAIRMAN BOYER: No, no -- my public comments

5 in public and thank you Toni on the great job she did

6 for the broader meeting. But I can say it in this

7 smaller group; this was -- I mean, it was really

8 professionally done. It was, as the mayor said, it

9 was succinct. It was bite-size chunks that anyone can

10 understand.

11 We can also be proud of these numbers coming

12 from a government entity. I'm very proud that we

13 allow everyone; that if you have the skill and

14 ability, you can work here.

15 And our team, John, I mean, when we took the

16 tour, I was so impressed by the knowledge of the

17 people we have working for us that I feel comfortable

18 about any -- I mean, they've thought about bombs. I

19 mean, it's like, you know, we have every third rail

20 reinforced. We have everything -- down to pumping in

21 air so we don't rust out our bridge cables -- I mean,

22 it was fantastic. I went home and I took some

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

1 extraneous notes just so I could be prepared for our

2 public meeting, because I will talk about that in

3 great detail and the great detail that those guys go

4 to in order to make sure that this is a safe and

5 efficient operation.

6 MR. HANSON: Thank you.

7 CHAIRMAN BOYER: It was mind-blowing.

8 MR. HANSON: Thank you. And a couple of

9 comments that I have on that. The feedback that I got

10 from all the staff was what great questions the

11 commissioners on the tour asked. Everybody was

12 impressed with the level of engagement, the questions

13 being asked, and our team felt really good about the

14 interaction with the commissioners on the tour. So

15 that was very positive.

16 I know that the PATCO management is looking

17 forward to Commissioner Hepkins coming back for a

18 deeper dive into the shop area.

19 COMMISSIONER HEPKINS: I'd love to, sure.

20 MR. HANSON: I know we talked about that a

21 little bit afterwards. And, finally, I would just

22 like to say I know that Toni appreciates your comments

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

1 today about the work on diversity and the information

2 that she sent out, and I'm sure she won't object if

3 you make them in the public meeting.

4 CHAIRMAN BOYER: I will.

5 Any more questions or comments for that part

6 of the report? If not, I will now call for a motion

7 to go into Executive Session.

8 COMMISSIONER FRATTALI: So moved.

9 COMMISSIONER HEPKINS: Second.

10 CHAIRMAN BOYER: All in favor?

11 ALL: Aye.

12 CHAIRMAN BOYER: All opposed?

13 The ayes have it.

14 If there is anyone here who shouldn't be in

15 the Executive Session, if you could please be excused?

16 (Off the record at 8:19 a.m.)

17 (On the record at 8:42 a.m.)

18 CHAIRMAN BOYER: We are going back in the

19 public session. Can I have a motion to go back into

20 public session?

21 COMMISSIONER FRATTALI: So moved.

22 COMMISSIONER HEPKINS: Second.

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

1 CHAIRMAN BOYER: All in favor?

2 ALL: Aye.

3 CHAIRMAN BOYER: And if there is no further

4 business for the Labor Committee, may I have a motion

5 to adjourn?

6 COMMISSIONER FRATTALI: So moved.

7 CHAIRMAN BOYER: All in favor?

8 ALL: Aye.

9 COMMISSIONER HEPKINS: Second. I seconded

10 under the wire.

11 CHAIRMAN BOYER: The ayes have it. Meeting

12 adjourned.

13 MS. MAYOCK: Thank you.

14 (Whereupon, at 8:42 a.m., on Wednesday,

15 May 13, 2015, the meeting adjourned.)

16

17

18

19

20

21

22

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

1 CERTIFICATE

2 This is to certify that the attached

3 proceedings before the Delaware River Port Authority

4 Labor Committee on May 13, 2015, were held as herein

5 appears, and that this is the original transcript

6 thereof for the file of the Authority.

7 FREE STATE REPORTING, INC. 8

9 ______10 Tom Bowman (Official Reporter) 11

12

13

14

15

16

17

18

19

20

21

22

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

ITEM NO.: DRPA-15-066 SUBJECT: Authorizing the Creation of a Diversity and Inclusion Subcommittee of the Labor Committee

COMMITTEE: Labor

COMMITTEEMEETINGDATE: May13,2015

BOARDACTIONDATE: May20,2015

PROPOSAL: That the Board adopt a resolution authorizing the creation of a Diversity and Inclusion Subcommittee of the Labor Committee.

PURPOSE: To create a Diversity and Inclusion Subcommittee of the Labor Committee which will oversee and promote the Authority’s diversity and inclusion policies, initiatives, and goals.

BACKGROUND: The Authority promotes diversity and inclusion in its hiring and procurement practices through its Equal Employment Opportunity (EEO) policy and its Office of Business Development & Equal Opportunity (OBD&EO). The Board desires to further promote and advance the Authority’s commitment to diversity and inclusion by establishing a Diversity and Inclusion Subcommittee of the Labor Committee.

The Subcommittee will oversee the Authority’s policies, initiatives and goals relating to diversity and inclusion, monitor their effectiveness and ensure that the Authority achieves or exceeds its hiring and procurement goals.

SUMMARY: Amount: N/A Source of Funds: N/A Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A DRPA-15-066 Committee Date: May 13, 2015 Board Date: May 20, 2015 Creation of a Diversity and Inclusion Subcommittee of the Labor Committee ______

RESOLUTION

RESOLVED: That the Board hereby authorizes the creation of a Diversity and Inclusion Subcommittee of the Labor Committee

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

ITEM NO.: DRPA-15-067 SUBJECT: Consideration of Pending DRPA Contracts (Between $25,000 and $100,000)

COMMITTEE: New Business

COMMITTEEMEETINGDATE: N/A

BOARDACTIONDATE: May20,2015

PROPOSAL: That the Board consider authorizing staff to enter into contracts as shown on the Attachment to this Resolution.

PURPOSE: To permit staff to continue and maintain DRPA operations in a safe and orderly manner.

BACKGROUND: At the Meeting held August 18, 2010 the DRPA Commission adopted Resolution 10-046 providing that all DRPA contracts must be adopted at an open meeting of the DRPA Board. The Board proposed modifications to that Resolution at its meeting of September 15, 2010; specifically that all contracts between $25,000 and $100,000 be brought to the Board for approval. The contracts are listed on the Attachment hereto with the understanding that the Board may be willing to consider all of these contracts at one time, but if any member of the Board wishes to remove any one or more items from the list for separate consideration, each member will have that privilege.

SUMMARY: Amount: N/A Source of Funds: See Attached List Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A DRPA-15-067 New Business: May 20, 2015 Board Date: May 20, 2015 Consideration of Pending DRPA Contracts (Between $25,000 and $100,000)

RESOLUTION

RESOLVED: That the Board authorizes and directs that subject to approval by the Chair, Vice Chair, General Counsel and the Chief Executive Officer, staff proceed to negotiate and enter into the contracts listed on the Attachment hereto.

SUMMARY: Amount: N/A Source of Funds: See Attached List Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A CONSIDERATION OF PENDING DRPA CONTRACTS (BETWEEN $25,000 - $100,000) – MAY 20, 2015 DRPA

Item # Vendor/Contractor Description Amount ProcurementMethod BidsReceived BidAmounts SourceofFunds 1 Clean Venture, Inc. One (1) year contract $47,749.49 Competitive Formal Bid- OnJune 1. Clean Venture 1. $47,749.49 Revenue Fund Clayton, NJ renewal option for 19, 2013. Resolution #DRPA-13- Clayton, NJ Hazardous and Bio- 076 was approved bythe Board for Hazardous Waste a two (2) year contract for 2. All State Power Vac 2. $94,704.50 Removal, Disposal and B0006120 Hazardous and Bio- Rahway, NJ Emergency Response Hazardous Waste, Removal, Service for all DRPA Disposal and Emergency 3. Aurora Environmental 3. $126,052.46 bridge facilities. Response Service for all DRPA Union Beach, NJ Note: Due to bridge facilities. The contract different/unique waste included a 3rd year firm-fixed price 4. Aramsco Inc. 4. NO BID streams generated from option to renew for one (1) Thorofare, NJ DRPA bridge operations additional year. Clean Venture, Inc. versus the PATCO rail submitted their 3rd year firm-fixed 5. Lewis Environmental 5. NO BID line, some of the waste price option with no cost increase. New Castle, DE materials are only The requirement was originally managed in certain states publicly advertised and issued to 6. River Road Environmental 6. NO BID and certain contractors twenty-three (23) prospective Cedar Brook, NJ are only licensed in bidders. Six(6) bids were received certain states where the and publicly opened on April 25, waste can be legally 2013. Based on pricing and managed. Therefore, satisfaction with contractor's DRPA and PATCO performance, Purchasing hazardous waste recommends awarding 3rd year materials must be contract renewal option. contracted and administered separately. CONSIDERATION OF PENDING DRPA CONTRACTS (BETWEEN $25,000 - $100,000) – MAY 20, 2015 DRPA (CONT’D)

Item # Vendor/Contractor Description Amount ProcurementMethod BidsReceived BidAmounts SourceofFunds 2 Waste Management of N.J. One (1) year contract $68,375.00 Competitive Formal Bid- OnJune 1. Waste Management of N.J. 1. $68,375.00 Revenue Fund Ewing, NJ renewal option for Non- 19, 2013. Resolution #DRPA-13- Ewing, NJ Hazardous Solid Waste 071 was approved bythe Board for Removal for all DRPA a two (2) year contract for 2. Heritage Crystal Clean 2. NO BID bridge facilities. Note: B0006118 Non-Hazardous Solid Elgin, IL Due to different/unique Waste Removal for all DRPA waste streams generated bridge facilities. The contract 3. SLM Waste & Recycling 3. NO BID from DRPA bridge included a 3rd year firm-fixed price Green Lane, PA operations versus the option to renew for one (1) PATCO rail line, some of additional year. Waste 4. Lewis Environmental 4. NO BID the waste materials are Management of N.J. submitted their New Castle, DE only managed in certain 3rd year firm-fixed price option with states and certain a 4.24% cost increase. The contractors are only requirement was originally publicly licensed in certain states advertised and issued to twenty- where the waste can be one (21) prospective bidders. Four legally managed. (4) bids were received and publicly Therefore, DRPA and opened on April 23, 2013. Based PATCO non-hazardous on pricing and satisfaction with solid waste must be contractor's performance, contracted and Purchasing recommends awarding administered separately. 3rd year contract renewal option.

3 Pitney Bowes One (1) year postage $45,000.00 Sole Source Provider - see 1. PitneyBowes 1. $45,000.00 Revenue Fund Neenah, WI purchase for DRPA Mail attached Sole Source Justification Neenah, WI Room postage meter. Memo marked as Exhibit "1".

4 ePlus Technology Purchase of various HP $60,203.88 Inaccordance withNewJersey 1. ePlus Technology 1. $60,203.88 General Fund Newtown, PA Hardware to support State Contract #M-0483, vendor Newtown, PA 18940 DRPA Data Center award #70262. Server Replacement Project. 5 Traffix Devices Purchase of two (2) $38,802.50 In accordance with Commonwealth 1. Traffix Devices 1. $38,802.50 Revenue Fund San Clemente, CA Scorpion Trailer of PA State Contract San Clemente, CA Attenuators for Fleet #4400011458. Operations.

SUMMARY STATEMENT

ITEM NO.: DRPA-15-068 SUBJECT: Benjamin Franklin Bridge New Jersey Approach Parapet Rehabilitation

COMMITTEE: New Business

COMMITTEE MEETING DATE: N/A

BOARDACTIONDATE: May20,2015

PROPOSAL: That the Board authorize procurement contracts with both Railroad Construction Company/Iron Bridge Constructors – A Joint Venture and HNTB Corporation, currently performing work under Contract No. 21-E, Benjamin Franklin Bridge PATCO Track Rehabilitation, to perform priority rehabilitation to the bridge parapet on the Benjamin Franklin Bridge.

Amount: $1,502,636.00

Contractor: Railroad/Iron Bridge – A Joint Venture 75-77 Grove Street Paterson, New Jersey 07503

Other Bidders: A.P. Construction $1,845,422.60 IEW Construction $1,997,820.00 JPC Construction $2,887,520.00

Amount: $174,788.00

Consultant: HNTB Corporation 8 Penn Center 1628 John F. Kennedy Boulevard Philadelphia, PA 19103

PURPOSE: To approve procurement contracts with both Railroad Construction Company/Iron Bridge Constructors – A Joint Venture and HNTB Corporation in the amounts and times set forth herein to perform priority rehabilitation, and construction monitoring services, respectively. The restoration will be an improvement to the existing roadway barrier system. The proposed work will involve constructing a jersey shaped concrete barrier on the Camden approach. SUMMARY STATEMENT Benjamin Franklin Bridge New Jersey Approach Parapet Rehabilitation ______

BACKGROUND: On April 20, 2015, it was reported that sections of the capping stone on the north side of the Benjamin Franklin Bridge unexpectedly fell near the maintenance yard. During further investigation, it was discovered that the underlying reinforced concrete has sustained a significant amount of deterioration over time and is need of rehabilitation. The integrity of the bridge parapet has been compromised and Bridge Operations has taken the adjacent westbound lane out of service for approximately 500 feet as a buffer.

The DRPA does not have the necessary equipment and manpower to perform the bridge parapet rehabilitation. On April 27, 2015, four contractors currently working on DRPA facilities were solicited to submit a competitive bid in order to expedite this priority restoration. The contractors were directed to submit a bid containing costs to rehabilitate the north side and an alternate bid containing costs to rehabilitate the south side. On May 5, 2015, bids were received from all four contractors. The low responsive and responsible bid was submitted by Railroad Construction Company/Iron Bridge Constructors – A Joint Venture in the amount of $782,396.00 for the north side and $720,240.00 for the south side for a combined total bid of $1,502,636.00.

Under CEO emergency powers, Railroad Construction Company/Iron Bridge Constructors – A Joint Venture was directed to proceed with rehabilitation work on the north side of the Benjamin Franklin Bridge in accordance with the contract provisions of Contract 21-E.

As discussed with the Operations and Maintenance Committee, additional work on the south side is being recommended to ensure that rehabilitation of the south parapet is made in a timely, effective and efficient manner. Railroad Construction Company/Iron Bridge Constructors – A Joint Venture has the necessary expertise to perform this specialized rehabilitation work. Their personnel and equipment are already mobilized, are available to do the work, and possess the necessary resources. HNTB Corporation will act as the Construction Monitor to ensure that the repairs are made in a timely and effective manner. SUMMARY STATEMENT Benjamin Franklin Bridge New Jersey Approach Parapet Rehabilitation ______

SUMMARY: Amount: See Attachment Source of Funds: See Attachment Capital Project #: See Attachment Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: See Attachment Other Parties Involved: N/A DRPA-15-068 Committee Date: N/A Board Date: May 20, 2015 Benjamin Franklin Bridge New Jersey Approach Parapet Rehabilitation

RESOLUTION

RESOLVED: That the Board ratify the CEO Emergency Procurement approval in accordance with DRPA By-Laws Article XII C(8) for procurement contracts with both Railroad Construction Company/Iron Bridge Constructors – A Joint Venture and HNTB Corporation to perform priority rehabilitation to the north parapet wall on the Benjamin Franklin Bridge in an amount not to exceed $782,396.00 and $87,394.00, respectively; and be it further,

RESOLVED: That the Board authorizes the execution of procurement contracts with both Railroad Construction Company/Iron Bridge Constructors – A Joint Venture and HNTB Corporation to perform priority rehabilitation to the south parapet wall on the Benjamin Franklin Bridge, Bridge in an amount not to exceed $720,240.00 and $87,394.00, respectively; and be it further,

RESOLVED: The Chair, Vice Chair and the Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the DRPA. If such agreements, contracts, or other documents have been approved by the Chair, Vice Chair and Chief Executive Officer and if thereafter either the Chair or Vice Chair is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of the DRPA along with the Chief Executive Officer. If both the Chair and Vice Chair are absent or unavailable, and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of the DRPA; and be it further,

RESOLVED: That the 2015 Capital Budget be and hereby is amended to create a new DRPA Project Number and increase the line item amounts as indicated in the attached chart. SUMMARY: Amount: See Attachment Source of Funds: See Attachment Capital Project #: See Attachment Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: See Attachment Other Parties Involved: N/A ATTACHMENT

May 20, 2015

Contract Title Contractor Amount Duration Funding

Benjamin Franklin Bridge Camden Railroad/Iron Bridge – A Joint $1,502,636.00 45 calendar 2013 Revenue Westbound Approach Parapet Venture days Bonds Restoration Emergency Rehabilitation Benjamin Franklin Bridge Camden HNTB Corporation $174,788.00 45 calendar 2013 Revenue Westbound Approach Parapet days Bonds Restoration Emergency Rehabilitation DELAWARE RIVER PORT AUTHORITY & PORT AUTHORITY TRANSIT CORP.

May 20, 2015 Board Meeting

Wednesday, May 20, 2015 Arch Street Friends Meeting House 320 Arch Street Philadelphia, PA 6:00 p.m.

John Hanson, Chief Executive Officer PATCO BOARD PORT AUTHORITY TRANSIT CORPORATION BOARD MEETING Wednesday, May 20, 2015 at 6:00 p.m. Arch Street Friends Meeting House 320 Arch Street Philadelphia, PA

ORDER OF BUSINESS

1. Roll Call

2. Report of the General Manager - May 2015

3. Approval of April 15, 2015 PATCO Board Meeting Minutes

4. Monthly List of Payments – Covering Month of April 2015

5. Monthly List of Purchase Orders and Contracts of April 2015

6. Balance Sheet and Equity Statement dated March 31, 2015

7. Unfinished Business

8. New Business

9. Adjournment GENERAL MANAGER’S REPORT

REPORT OF THE GENERAL MANAGER

As stewards of public assets, we provide for the safe and efficient operation of transportation services and facilities in a manner that creates value for the public we serve.

May 20, 2015

To the Commissioners:

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

HIGHLIGHTS

STEWARDSHIP

New Signage and Variable Message Systems - The first phase of the passenger information signage project is approximately 95% complete. In addition to installation of LCDs in stations and LEDs on platforms, this project improves communication with all ticket vending machines and fare gates through rewiring at the seven stations included in Phase 1. We have started Phase 2, which will complete the remaining stations not addressed in Phase I.

SERVICE

Safety Awareness Day – PATCO joined with several other transit agencies to promote awareness of safety and security. On April 29, staff greeted customers and distributed Safety Tips brochures to morning commuters.

On-Time Performance – PATCO’s on-time performance in April, 2015 was 98.03%. We are pleased to have exceeded our goal of 98% and to report that our performance has improved each month this year. Our on-time performance so far in 2015 is 97.44%.

We understand the ramifications and inconvenience any delay has on our customers, especially during rush hours. We always try to provide the best level of service possible; however, problems and delays are inevitable. We are continually looking for ways to improve our ability to accurately communicate General Manager’s Report – for May 20, 2015 Meeting

delay information to our customers so they will know what the problem is and how it will affect their trip.

Other aspects of communication are recognizing expectations and clarifying how our on-time performance is calculated. We strive to deliver our customers to their destinations exactly according to the schedule, but our measure of on-time performance includes several factors:  Late trips  Annulments, which are trips that are canceled  Bypassed stations, which are stations that are by-passed due to trains being taken out of service mid-stream, divided by 13 (the total number of stations) The sum of these three numbers is then divided by the number of scheduled trips, which gives us a percentage that is subtracted from 1 (100%) to give us the on-time performance.

“On-time” at PATCO generally means arrival at a terminal point (Lindenwold going east; 15th/16th/Locust going west) within 4 minutes 59 seconds.  APTA (the American Public Transportation Association) defines “late” as a trip in which the train arrives more than 5 minutes later than its scheduled arrival time.  SEPTA “follows the commuter rail industry standard that a train may arrive up to 5 minutes and 59 seconds after its scheduled time and still be considered on-time.”  NJ Transit publishes its on-time performance as the percentage of “trains reported within 6 minutes of schedule.”  Some other definitions of “on time” range from three to eight minutes.  PATCO redefines “on time” in special circumstances to within 7 minutes 59 seconds when severe weather results in slippery rail conditions that warrant speed restrictions.

Occasionally we must annul a train because we do not have sufficient equipment available. This happens from time to time despite our preventive and around-the-clock responsive maintenance programs. At no time in April did we have to annul a train because of lack of equipment.

Escalators / Elevators – Elevator availability for the month of April was 98.9%. Availability of all escalators was 95.1%, significantly exceeding the 90% goal.

COMMUNITY

PATCO Cares – PATCO hosted Samaritan Hospice at Woodcrest Station on Tuesday, April 14, 2015. Samaritan Hospice representatives were pleased to have interfaced with at least a thousand customers, responding to many questions about Hospice services and volunteer opportunities.

Earth Day – In response to invitations from Haddonfield and Maple Shade, PATCO participated in Earth Day celebrations. Corporate Communications produced an informative flyer about how public transportation helps the environment, and PATCO provided this as well as other information about PATCO and DRPA to residents who attended these events.

General Manager’s Report – for May 20, 2015 Meeting

Outreach to College Students – PATCO met with numerous Camden County College students, at both the Blackwood and Camden campuses. The College invites PATCO to its spring festivals, giving us the opportunity to promote PATCO’s service to young adults who are potential customers. PATCO offers a discount to students through which students can acquire a PATCO without having to pay the $5 fee for the card itself.

School Field Trips – With the arrival of spring, teachers venture out of the classroom and onto PATCO. PATCO hosted three classes who were traveling into Center City in April for educational field trips. As approved by the Board, PATCO facilitates the purchase of one-ride tickets for each participant, effectively halving the cost of the students’ round trip. We use this opportunity to ensure that students know how to ride safely and are familiar with our service.

FINANCE

PATCO Income year to date (through 3/31/15) amounted to $6,268,307 compared with a Budget Anticipated Income of $6,506,018, an unfavorable variance of $237,711 or 3.65%.

Operating expenses during March 2015 amounted to $3,817,434, compared with a Budget Anticipated Expense of $4,223,699, a favorable variance of $406,265 or 9.62%. Year to date expenses totaled $11,536,334, compared with a Budget Anticipated Expense of $13,229,043, a favorable variance of $1,692,709 or 12.80%.

During the month of March 2015, PATCO experienced a Net Operating Loss (excluding rental and non- recurring charges) of $1,545,451. The cumulative Net Operating Loss (excluding rental and non- recurring through 3/31/15 totaled $5,268,027. Total Cumulative Loss year to date (including Lease Rental charges) equaled $6,798,524.

Net Transit Loss (including lease expense) for the month ending 3/31/15 was $2,055,618.

The passenger count for the month of March 2015 totaled 865,316, an increase of 12,987 (+1.52%) when compared to March 2014. Ridership for the year to date as of 3/31/15 totaled 2,426,242, a decrease of 6,771 (-0.28%) when compared to the same period of 2014.

2015 2015 Through March 31, 2015 Budget Actual Variance Income $6,506,018 $6,268,307 $237,711 U Expenses $13,229,043 $11,536,334 $1,692,709 F Operating Ratio .4918 .5434

Passengers 2,547,762 2,426,242 121,520 U Car Miles 1,210,680 1,218,802 8,122

General Manager’s Report – for May 20, 2015 Meeting

PERSONNEL TRANSACTIONS

The following personnel transactions occurred in April, 2015:

NAME POSITION DEPT. DATE

APPOINTMENT(S)

Dan W. Outterbridge Train Operator Transit Services 4/13/15 Emanuel I. Holley Train Operator Transit Services 4/14/15

APPOINTMENT(S) – TEMPORARY - None

PROMOTION(S)

David S. Brodnick From: Maintainer Way & Power To: Electronic Technician Way & Power 4/11/15

RETURN TO FORMER POSITION

James E. Comose, Jr. From: Dispatcher Trainee Transit Services To: Train Operator Transit Services 4/11/15

UPGRADE - None

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION - None

TRANSFER(S) - None

RESIGNATION(S) - None

RETIREMENT(S) - None

PURCHASING & MATERIAL MANAGEMENT

During the month of April, 195 purchase orders were issued with a total value of $2,182,516. Of the $132,384 in monthly purchases where minority vendors could have served PATCO needs, $5,354 was awarded to MBEs and $69,635 to WBEs. The $74,989 total MBE/WBE purchases represent 3.4% of the total spent and 56.7% of the purchases available to MBE/WBEs. The storeroom completed 3,219 transactions in April; book value of inventory on hand at the end of the month was $5,185,751.

General Manager’s Report – for May 20, 2015 Meeting

TRANSIT SERVICES

The on-time performance for the 4,723 scheduled trips in April was 98.03%. PATCO’s performance was 100% on 11 days this month. The number of incidents in April 2015 was exactly half that of April, 2014.

April 2015 Other Transit 7% Equipment Defect Operations 44% 7% Brake/Comp 5 Trespasser Doors 2 15% Propulsion 2 Other 1

Passenger Issues 11% W&P Elec - Speed Signal - Restrictions Radio 7% 7% Lack of Equipment, 0%

MAINTENANCE

The following significant maintenance initiatives progressed in April:  Thirteen (13) rebuilt motors are available for installation as needed. Eighty (80) motors are at vendors for repair and sixteen (16) others are being processed for shipment.  As reported previously, we have established a goal of 50 truck overhauls in 2015. Seven (7) trucks have been assembled so far this year, with three (3) additional units in progress. We have waited the quoted 16 weeks for delivery of several elastomeric suspension products, and Purchasing is following up with the supplier regarding delivery of these essential parts.  No (0) rebuilt gearboxes are available. We are still relying primarily on UTC to support our overhaul program. Penn Machine has returned two overhauled gear boxes; we are waiting for a completed planning sheet associated with the gearbox that had been returned to Penn Machine for warranty General Manager’s Report – for May 20, 2015 Meeting

repair. Sixty-two (62) gearboxes are at vendors for rebuild, with twenty-eight (28) at UTC and thirty-four (34) at Penn Machine.  The car wash PLC fault was repaired under warranty; however, the repair removed the wash ladder logic. Although the manufacturer has provided the logic, it requires Allen Bradley software to upload. We are awaiting a quote for this software through the AB network of distributors. A sole source purchase requisition has been completed for NS to install the brush/gearbox assemblies. Hand washing of the operator’s windshield continues.  Interior heavy cleaning was performed on thirty-six (36) cars in April.  Car overhaul –We completed leveling and a final walkthrough of the eight pilot cars on site. Alstom production completed the punch list of open items and deep-cleaned the cars. We continue to work through open issues. A meeting is forthcoming to discuss the tracking and deadlines of open conditional acceptance items.  Car Overhaul – Shipment of Cars – On April 23, Car 120 was sent to Alstom. The car builder needed one additional single car for conversion to a married pair.  Car Overhaul – Manuals – The updated running maintenance manuals are being reviewed, and some issues remain pertaining to scheduled maintenance. Alstom will detail the changes and update the service manuals when they are finalized.  Car Overhaul – Alstom-supplied test equipment – We are awaiting documentation from Alstom pertaining to the usage, preventive maintenance requirements or calibrations of new valve room equipment. The communications test equipment arrived this month, and we are waiting on commissioning dates for the diagnostics and communication equipment. We have not yet received the automated test station S500.  Repairs were made to station parking lot curb “lines” in areas affected by snow removal activities.  Storm drain culverts at Ashland and Lindenwold Stations were rebuilt.  Replacement of running rail along #2 track at the 8th/Market platform was completed.  A new float assembly for the septic tank at Woodcrest Station was retrofitted/installed.  Right of Way inspections were performed.  Security fencing was repaired as needed.  Relay testing and repairs were performed at interlockings and substations.  Stations, subway tunnels, and parking lots were relamped as necessary.  Support services were provided as required for the following projects: . Testing of overhauled cars . Ben Franklin Bridge track structure inspections and repairs – provided flagging, scheduling and guidance . Maintenance of fire alarm systems . Maintenance of and enhancements to the 800 MHz radio system . Maintenance and repairs of escalators and elevators . Assisted Verizon, Comcast, V-COMM and Advantage Engineering with site inspections for the design and installation of a wireless network.

General Manager’s Report – for May 20, 2015 Meeting

SAFETY

The monthly report of the Safety Department is enclosed with this report.

KEY PERFORMANCE INDICATORS (KPI’s)

PATCO is tracking availability of escalators and elevators, as shown below:

Operational Percentage – April, 2015 Favorable / Equipment Target Actual Variance Unfavorable Escalators (14) 90% 95.1% +5.1% F Elevators (11) 97% 98.9% +1.9% F

Respectfully submitted,

John D. Rink General Manager

EMORANDUM M

PORT AUTHORITY TRANSIT CORPORATION of Pennsylvania & New Jersey

TO: John Rink

FROM: David Fullerton SUBJECT: Monthly Report: Safety Department – April 2015

DATE: May 4, 2015

1. Staff was involved in the following activities concerning Contractor Safety:  Conducted Contractor’s Safety Briefings and created the necessary follow-up reports of safety briefings as shown below:

NUMBER PATCO CONTRACT DATE CONTRACTOR PROJECT/WORK AREA IN NO. ATTENDANCE Underground Station 04/06/15 REPSG 3 Service 04/13/15 PATCO New Hire Train Operator 1 04/13/15 Beach/Vanalt-JV 21-E BFB Track Rehab 1 04/13/15 Parsons Brinckerhoff Wheel Track 1 04/20/15 RCC/IBC-JV 21-E BFB Track Rehab 10 04/20/15 RCC/IBC/Munoz Engr. 21-E BFB Track Rehab 1 Window Tinting 04/20/15 Delaware Valley Tinting 3 @PATCO Passenger Information 04/20/15 Oliver/Palmieri P. O. 134852 1 & Messaging System 04/27/15 Beach/Vanalt-JV 21-E BFB Track Rehab 1 04/27/15 RCC/IBC-JV 21-E BFB Track Rehab 2 04/27/15 Alstom 18-C Transit Car Overhaul 1 04/27/15 HNTB 21-E BFB Track Rehab 3

Drug & Alcohol Tests – for April 2015 Random Drug only 12 Random Alcohol only 2 Reasonable Suspicion Drug only 0 Reasonable Suspicion Alcohol only 0 Post Accident 1 TOTAL TESTS COMPLETED 15

2. Internal PATCO Safety Activities:  Conducted and participated in monthly SACC and Joint Workplace Committee meetings.  Participated in Pilot Recertification testing for Way & Power.

3. Involvement in Authority Activities:  Participated in Central Safety & Health Meeting.  Participated in Programs and Activities Subcommittee meeting.  Participated in 2015 PATCO Drill planning meeting.

4. Outside Agency Involvement  Participated in Hazardous Waste Management: The Complete Course (2-day course)  Participated in DOT Hazardous Materials Training: The Complete Course  Participated in Hazardous Materials Course Update via webcast training.  Participated in the Tenth Annual Drug and Alcohol Program National Conference in Atlanta.  Conducted a Familiarization Tour for Haddonfield Police Department.  Interstate Mobile conducted Respirator Fit and CDL physicals for Way & Power personnel, day and night shift.  Participated in Northeast Regional Safety Conference at SEPTA.  Participated in Safety Awareness Day in conjunction with NJ Transit and SEPTA.  Participated in Environmental Justice training by National Transit Institute.  Met with Management Audit Team.

1 PORT AUTHORITY TRANSIT CORPORATION

2 BOARD MEETING 3

4

5 One Port Center 6 2 Riverside Drive Camden, New Jersey 7 Wednesday, April 15, 2015 8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

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

1 PRESENT

2

3 Pennsylvania

4 Ryan Boyer, Chairman Antonio Fiol-Silva 5 Elinor Haider Rohan K. Hepkins 6 John Lisko, Esquire (for Acting State Treasurer Christopher Craig - via telephone) 7 Marian Moskowitz Whitney R. White 8 John Dougherty (for Auditor General Eugene DePasquale)

9 New Jersey 10 Jeffrey Nash, Esq., Vice Chairman 11 Charles Fentress Denise Mason (via telephone) 12 Albert Frattali E. Frank DiAntonio 13 Richard Sweeney Tamarisk Jones 14

15 DRPA/PATCO Staff

16 John Hanson, Chief Executive Officer Michael Conallen, Deputy Chief Executive Officer 17 Kristen Mayock, Acting General Counsel & Acting Corporate Secretary 18 Stephen Holden, Deputy General Counsel Gerald Faber, Assistant General Counsel 19 Kathleen Vandy, Assistant General Counsel Richard J. Mosback, Jr., Assistant General Counsel 20 James White, Chief Financial Officer Toni Brown, Chief Administrative Officer 21 Michael Venuto, Chief Engineer John Rink, General Manager, PATCO 22

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

1 DRPA Staff (continued)

2 Jack Stief, Police Chief, Public Safety David Aubrey, Acting Inspector General 3 Kevin LaMarca, Director, Information Services Susan Squillace, Manager, Procurement & Stores, 4 DRPA/PATCO Hoard Korsen, Manager, Contract Administration 5 Dan Auletto, Bridge Director, Walt Whitman & Commodore Barry Bridges 6 Mike Williams, Acting Manager, Corporate Communications & Community Relations 7 Fran O'Brien, Manager, Corporate Communications & Community Relations 8 Sgt. Mike Reher, Police Bridge Supervisor, Public Safety 9 Mike Howard, Senior Engineer, Planning & Design Vijay Pandya, Principal Engineer 10 Steve Reiners, Fleet Manager, Walt Whitman Bridge Sheila Milner, Administrative Coordinator 11 Elizabeth McGee, Administrative Coordinator Lisa D'Archangelo, Legal Secretary 12 Nancy Farthing, Executive Assistant to the CEO Dawn Whiton, Administrative Coordinator to the CEO & 13 Deputy CEO

14 Others Present

15 Tyler Yingling, Esq., New Jersey Governor's Authorities Unit 16 Obra Kernodle, Deputy Chief of Staff, Pennsylvania Governor's Office 17 Dione Frith, Assistant to Chairman Boyer David Dix, Assistant to Chairman Boyer 18 Victoria Madden, Chief Counsel for Auditor General Eugene DePasquale (via telephone) 19 David Rapauno, Esq., Archer & Greiner P.C. (New Jersey Counsel) 20 Alan Kessler, Esq., Duane Morris LLP (Pennsylvania Counsel) 21 Stephanie Kosta, Esq., Duane Morris LLP (Pennsylvania Counsel) 22 Michael Mustokoff, Esquire, Duane Morris LLP

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

1 Dan Walworth, Esquire, Duane Morris LLP Tara Chupka, Assistant to John Dougherty 2 Tony DeSantis, Citizen Advisory Committee Arnold Alston, Wells Fargo 3 Craig Hrinkevich, Managing Director, Wells Fargo Securities 4 Lauri Plante, CCI Consulting Michael Von Lange, ARVA 5 Robert Schiller, Director, AmeriHealth Casualty Services 6 Adrienne Thomas Frank Keel 7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

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

1 INDEX

2 Page

3 Roll Call 7

4 Report of the General Manager - April 2015 8

5 Approval of March 18, 2015 PATCO Board 10 Meeting Minutes 6 Monthly List of Payments Covering Month of 11 7 March 2015 and Monthly List of Purchase Orders and Contracts of March 2015 8 Balance Sheet and Equity Statement Dated 11 9 February 28, 2015

10 Approval of Finance Committee Minutes of 12 April 1, 2015 11 Adopt Resolutions Approved by Finance Committee 13 12 of April 1, 2015:

13 PATCO-15-007 Renewal of PATCO Rolling Stock Property Coverage for 14 Rehabilitated Passenger Grains

15 Approval of Operations and Maintenance 13 Committee Minutes of April 8, 2015 16 Adopt Resolutions Approved by Operations and 14 17 Maintenance Committee of April 8, 2015:

18 PATCO-15-008 Installation of New Servers and Support Devices for the 19 Automated Fare Collection System 20 PATCO-15-009 PATCO Ticket Vending Machine 21 Multilanguage Conversion

22

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

1 INDEX

2 (continued)

3 Page

4 PATCO-15-010 Service Contract Modifications

5 PATCO-15-011 2015 City to Shore Bike MS Event at Woodcrest Station 6 PATCO-15-012 PATCO Track Utility Vehicle 7 Unfinished Business 15 8 New Business 15 9 PATCO-15-013 Consideration of Pending 10 PATCO Contracts (Between $25,000 and $100,000) 11 Adjournment 15 12

13

14

15

16

17

18

19

20

21

22

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

1 PROCEEDINGS

2 (10:07 a.m.)

3 CHAIRMAN BOYER: I'd like to ask the corporate

4 secretary for roll call.

5 MS. MAYOCK: Chairman Boyer?

6 CHAIRMAN BOYER: Present.

7 MS. MAYOCK: Vice Chairman Nash?

8 VICE CHAIRMAN NASH: Here.

9 MS. MAYOCK: General DePasquale?

10 No?

11 Commissioner Fiol-Silva?

12 COMMISSIONER FIOL-SILVA: Present.

13 MS. MAYOCK: Commissioner Haider?

14 COMMISSIONER HAIDER: Here.

15 MS. MAYOCK: Commissioner Hepkins?

16 COMMISSIONER HEPKINS: Present.

17 MS. MAYOCK: Commissioner Lisko?

18 COMMISSIONER LISKO: Present.

19 MS. MAYOCK: Commissioner Moskowitz?

20 COMMISSIONER MOSKOWITZ: Present.

21 MS. MAYOCK: Commissioner White?

22 COMMISSIONER WHITE: Here.

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

1 MS. MAYOCK: Commissioner Dougherty?

2 MR. DOUGHERTY: Present.

3 MS. MAYOCK: Commissioner DiAntonio?

4 COMMISSIONER DiANTONIO: Present.

5 MS. MAYOCK: Commissioner Fentress?

6 COMMISSIONER FENTRESS: Present.

7 MS. MAYOCK: Commissioner Frattali?

8 COMMISSIONER FRATTALI: Present.

9 MS. MAYOCK: Commissioner Jones?

10 COMMISSIONER JONES: Here.

11 MS. MAYOCK: Commissioner Mason?

12 COMMISSIONER MASON: Here.

13 MS. MAYOCK: Commissioner Sweeney?

14 COMMISSIONER SWEENEY: Here.

15 MS. MAYOCK: We have a quorum.

16 CHAIRMAN BOYER: Thank you.

17 Can we have the report of the general manager,

18 Mr. Rink?

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

20 Commissioners.

21 Going along with what John presented during a

22 CEO report and Toni did with our new mission and

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

1 vision statements; I have modified my GM report to

2 follow the tag line stewardship, service, and

3 community. So each month in my general manager

4 report, I'll report on the various things that

5 highlight, will fit into those three categories to

6 show how we work in regards to stewardship, our

7 services we provide, and how we help the community.

8 I'd just like to highlight two things. One,

9 under "Stewardship"; our first phase of our signage

10 and VMS signs is about 87 percent complete in our

11 seven stations. The software has been loaded and will

12 soon -- our staff will soon be trained.

13 Currently, we post our schedule and our new

14 tag line in those stations. Once the software is up

15 and running, we'll be able to start using them more

16 frequently to report on various things of our service.

17 The Board, last month, approved Phase 2. Once that

18 contact is executed, a contractor will move forward

19 with finishing up the work in six stations.

20 And in regards to "Service", I'd like to

21 report on an improvement we made from valuable input

22 from our CAC president. He's actually a member of the

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

1 Bicycle Coalition of Philadelphia, Mr. Boyle. Working

2 with him and through the DVRPC, we improved service

3 for bicyclists in our Philadelphia stations, where we

4 installed bicycle racks at our Philly stations. We do

5 have reverse commuters that use our line. Mr. Boyle's

6 recommendations and valuable insight helped us to

7 successfully complete that project.

8 So with that, no other changes to the report

9 as submitted, sir.

10 CHAIRMAN BOYER: Any additional questions for

11 Mr. Rink?

12 I'll accept a motion to approve the report.

13 COMMISSIONER FRATTALI: So moved.

14 CHAIRMAN BOYER: Second?

15 COMMISSIONER SWEENEY: Second.

16 CHAIRMAN BOYER: All those in favor?

17 ALL: Aye.

18 CHAIRMAN BOYER: All those opposed?

19 Motion carries.

20 Approval of March 18, 2015 PATCO Board meeting

21 minutes.

22 COMMISSIONER FENTRESS: Move the motion.

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

1 COMMISSIONER FRATTALI: Second.

2 CHAIRMAN BOYER: That's a tongue twister,

3 minute meeting.

4 So we have a motion and second.

5 All those in favor?

6 ALL: Aye.

7 CHAIRMAN BOYER: All those opposed?

8 Monthly list of payments and monthly list of

9 purchase orders and contracts covering the month of

10 March 2015.

11 I'll accept a motion to receive and file the

12 monthly list of payments and monthly list of purchase

13 orders and contracts covering the month of March 2015.

14 May I have a motion?

15 COMMISSIONER DiANTONIO: So moved.

16 CHAIRMAN BOYER: Second?

17 COMMISSIONER FRATTALI: Second.

18 CHAIRMAN BOYER: All those in favor?

19 ALL: Aye.

20 CHAIRMAN BOYER: All those opposed?

21 Motion carries.

22 Balance sheet and equity statement dated

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

1 February 28, 2015.

2 I'll accept a motion to receive and file the

3 balance sheet and equity statement dated February 28,

4 2015.

5 COMMISSIONER FRATTALI: So moved.

6 CHAIRMAN BOYER: Second?

7 COMMISSIONER HAIDER: Second.

8 CHAIRMAN BOYER: All those in favor?

9 ALL: Aye.

10 CHAIRMAN BOYER: All those opposed?

11 Motion carries.

12 Approval of the Finance Committee meeting

13 minutes of April 1, 2015. The Finance Committee

14 meeting minutes of April 1, 2015, were previously

15 provided to all commissioners.

16 May I have a motion to accept those meeting

17 minutes?

18 VICE CHAIRMAN NASH: Motion.

19 CHAIRMAN BOYER: Second?

20 COMMISSIONER FRATTALI: Second.

21 CHAIRMAN BOYER: All in favor?

22 ALL: Aye.

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

1 CHAIRMAN BOYER: All opposed?

2 Motion carries.

3 Adopt the resolution approved by the Finance

4 Committee.

5 There is one item adopted in the O&M

6 Committee. That is PATCO-15-007 -- so this must be an

7 important one -- renewal of PATCO rolling stock

8 property coverage for rehabilitated passenger trains.

9 Is there a question on that?

10 No questions. Can I have a motion?

11 COMMISSIONER MOSKOWITZ: So moved.

12 CHAIRMAN BOYER: Second?

13 COMMISSIONER FRATTALI: So moved.

14 CHAIRMAN BOYER: All those in favor?

15 ALL: Aye.

16 CHAIRMAN BOYER: All those opposed?

17 Motion carries.

18 Approval of the Operations & Maintenance

19 Committee meeting minutes of April 8, 2015.

20 COMMISSIONER FENTRESS: Move the motion.

21 CHAIRMAN BOYER: Second?

22 COMMISSIONER SWEENEY: Second.

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

1 CHAIRMAN BOYER: All those in favor?

2 ALL: Aye.

3 CHAIRMAN BOYER: All those opposed?

4 Ayes have it.

5 Adoption resolution for approval by the

6 Operations & Maintenance Committee. There were five

7 items.

8 PATCO-15-008, Installation of new servers and

9 support devices for automated fare collection system.

10 PATCO-15-009, PATCO ticket vending machine

11 multi-language conversion.

12 PATCO-15-010, Service contract modifications.

13 PATCO-15-011, 2015 City to Shore Bike MS Event

14 at Woodcrest Station.

15 PATCO-15-012, PATCO track utility vehicle.

16 Any questions on any of those five items?

17 Motion?

18 COMMISSIONER FENTRESS: Move the motion.

19 CHAIRMAN BOYER: Second?

20 COMMISSIONER FRATTALI: Second.

21 CHAIRMAN BOYER: All those in favor?

22 ALL: Aye.

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

1 CHAIRMAN BOYER: All those opposed?

2 Ayes have it.

3 Unfinished business. Are there any items for

4 unfinished business for the PATCO Board?

5 New business. There is one item in new

6 business for consideration of approval. It is as

7 follows, PATCO-15-013, consideration of pending PATCO

8 contracts between $25,000 and $100,000.

9 I'll accept a motion.

10 VICE CHAIRMAN NASH: So moved.

11 COMMISSIONER DiANTONIO: Second.

12 CHAIRMAN BOYER: All those in favor?

13 ALL: Aye.

14 CHAIRMAN BOYER: All those opposed?

15 Ayes carry.

16 If there is no further business for the PATCO

17 Board, I'll accept a motion to adjourn.

18 COMMISSIONER FENTRESS: Move the motion.

19 COMMISSIONER FRATTALI: Second.

20 CHAIRMAN BOYER: All in favor?

21 ALL: Aye.

22 CHAIRMAN BOYER: All opposed?

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

1 Ayes have it.

2 The PATCO meeting is adjourned.

3 (Whereupon, at 10:14 a.m., on Wednesday, April

4 15, 2015, the meeting adjourned.)

5 There being no further business, on motion duly

6 made and seconded, the meeting was adjourned.

7 Respectfully submitted, 8

9

10 Kristen K. Mayock 11 Acting Corporate Secretary

12

13

14

15

16

17

18

19

20

21

22

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

1 CERTIFICATE

2 This is to certify that the attached

3 proceedings before the Port Authority Transit

4 Corporation on April 15, 2015, were held as herein

5 appears, and that this is the original transcript

6 thereof for the file of the Authority.

7 FREE STATE REPORTING, INC. 8

9 ______10 Tom Bowman (Official Reporter) 11

12

13

14

15

16

17

18

19

20

21

22

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 MONTHLY LIST OF PAYMENTS Port Authority Transit Corporation Monthly List Of Payments 04/01/15 through 04/30/15 Meeting Date 05/20/15

Vendor Name Item Description Resolution # / Authorization Amount Cubic Transportation Systems AFC Customer Service Center PATCO-13-032 $21,950.17 AFC Customer Service Center Total $21,950.17 Acadaca AFC IS System Administration Support PATCO-13-018 $9,154.00 Cubic Transportation Systems AFC IS System Administration Support PATCO-12-001 $23,251.42 AFC IS System Administration Support Total $32,405.42 Dunbar Armored Inc. Armored Car Services-Revenue Transport DRPA-14-093 $433.32 Dunbar Armored Inc. Armored Car Services-Revenue Transport PATCO-12-024 $11,832.56 Armored Car Services-Revenue Transport Total $12,265.88 Halo House Animal Resort Canine Costs 25K Threshold $74.00 PetSmart Store# 1225 Canine Costs 25K Threshold $86.06 Ray Allen Manufacturing Co., Inc. Canine Costs 25K Threshold $448.86 Canine Costs Total $608.92 PC Furniture Car Overhaul, Preparation costs for car shipment 25K Threshold $2,239.00 Global Equipment Co. Car Overhaul, Preparation costs for car shipment 25K Threshold $11,711.02 Car Overhaul, Preparation costs for car shipment $13,950.02 City Of Philadelphia City Wage Tax $4,892.82 City Wage Tax Total $4,892.82 Williams Scotsman, Inc. Collingswood Parking lot lighting - Material 25K Threshold $837.59 Collingswood Parking lot lighting - Material Total $837.59 Benefit Harbor, LP Consulting Services DRPA-14-104 $1,404.00 Grant Thornton LLP Consulting Services PATCO-14-019 $3,514.86 Consulting Services Total $4,918.86 Atlantic City Electric Electric Power Utility $66.18 Direct Energy Business Electric Power Utility $585,874.85 PECO Energy Electric Power Utility $55,227.57 PSE&G Co. Electric Power Utility $262,904.09 SEPTA Electric Power Utility $185.74 Electric Power Total $904,258.43 Oliver Communications Group, Inc. Electrical Substation Upgrades 25K Threshold $4,213.00 Electrical Substation Upgrades Total $4,213.00 AARP Health Care Options Employee Benefits DRPA-14-133 $39,997.55 AmeriHealth insurance Company of New Jersey Employee Benefits DRPA-14-115 $197,861.96 Delta Dental Plan of NJ, Inc. Employee Benefits DRPA-13-103 $7,195.64 Horizon Blue Cross Blue Shield of NJ Employee Benefits DRPA-14-132 $19,286.75 NJ Dept. of Labor & Workforce Development Div Employee Benefits $3.70 Teamsters Health & Welfare Funds Employee Benefits DRPA-15-033 $297,190.18 Teamsters Pension Fund Employee Benefits DRPA-14-047 $95,071.16 Vision Benefits of America Employee Benefits DRPA-13-105 $808.20 Employee Benefits Total $657,415.14 Treasury Direct Employee Deduction U.S. Savings Bonds $100.00 Employee Deduction U.S. Savings Bonds Total $100.00 AFLAC Employee Payroll Deductions $9,392.15 Commonwealth Of Pennsylvania Employee Payroll Deductions $31,376.11 ING Employee Payroll Deductions $37,020.64 PATCO - Flexible Spending Account Employee Payroll Deductions $2,796.71 South Jersey Federal Credit Union Employee Payroll Deductions $98,542.24 State Of New Jersey GITAX Employee Payroll Deductions $40,641.02 Teamsters Local Union 676 Employee Payroll Deductions $11,580.00 Employee Payroll Deductions Total $231,348.87 City of Wilmington Employee Withholding Tax Deposits $227.12 Internal Revenue Service Employee Withholding Tax Deposits $434,125.72 Pa Dept Of Revenue Employee Withholding Tax Deposits $7,091.96 State Of New Jersey N.J.-927-W Employee Withholding Tax Deposits $6,336.80 Employee Withholding Tax Deposits Total $447,781.60 DIRECTV Business Service Center Equipment Rental 25K Threshold $101.98 Safety-Kleen Corporation Equipment Rental 25K Threshold $1,903.32 Equipment Rental Total $2,005.30 Federal Express Corp. Freight Charges 25K Threshold $186.71 Freight Charges Total $186.71 Riggins Inc. Fuel Expenses DRPA-14-082 $30,070.14 South Jersey Gas Company Fuel Expenses Utility $62,791.15 Fuel Expenses Total $92,861.29 Midwest Industrial Supply, Inc. Inventory PATCO-15-006 $23,263.75 Inventory Total $23,263.75 ERICO, Inc Inventory - Buildings and Grounds 25K Threshold $4,192.95 Grainger Inventory - Buildings and Grounds 25K Threshold $151.50 Homeland Industrial Supply Inventory - Buildings and Grounds 25K Threshold $932.52 James Doorcheck Inc. Inventory - Buildings and Grounds 25K Threshold $2,956.28 Morton Salt Inc. Inventory - Buildings and Grounds DRPA-14-140 $33,731.21 POM, Inc. Inventory - Buildings and Grounds 25K Threshold $1,940.29 Inventory - Buildings and Grounds Total $43,904.75 A & M Industrial Supply Inventory - Tools 25K Threshold $748.98 Lowe's Commercial Services Inventory - Tools 25K Threshold $1,024.34 Mc Master-Carr Supply Co Inventory - Tools 25K Threshold $54.72 Snap-On Industrial Inventory - Tools 25K Threshold $2,088.04 Inventory - Tools Total $3,916.08 Cooper Electric Supply Co. Inventory-Electrical/Electronic Supplies 25K Threshold $498.00 Electronics Connections, Inc. Inventory-Electrical/Electronic Supplies 25K Threshold $444.52 Franklin Electric Co. Inventory-Electrical/Electronic Supplies 25K Threshold $1,066.63 KC Electrical Distributors, Inc. Inventory-Electrical/Electronic Supplies 25K Threshold $427.32 Lindley Electric Supply Inventory-Electrical/Electronic Supplies 25K Threshold $307.00 Orr Safety Corporation Inventory-Electrical/Electronic Supplies 25K Threshold $710.97 Power Modules Incorporated Inventory-Electrical/Electronic Supplies 25K Threshold $221.67 WESCO Distribution, Inc. Inventory-Electrical/Electronic Supplies 25K Threshold $462.13 Inventory-Electrical/Electronic Supplies Total $4,138.24 Cubic Transportation Systems Inventory-Fare Collection Material PATCO-14-045 $5,087.25

Page 1 of 4 Port Authority Transit Corporation Monthly List Of Payments 04/01/15 through 04/30/15 Meeting Date 05/20/15

Vendor Name Item Description Resolution # / Authorization Amount Team One Repair, Inc. Inventory-Fare Collection Material 25K Threshold $1,384.16 Inventory-Fare Collection Material Total $6,471.41 BDF Industrial Fasteners Inventory-Hardware 25K Threshold $2,266.15 C.L. Presser Company Inventory-Hardware 25K Threshold $657.60 GKY Industries Inventory-Hardware 25K Threshold $399.98 Muenz Engineered Sales Co. Inventory-Hardware 25K Threshold $7,822.67 Tri-State Industrial Distributors of NJ, Inc. Inventory-Hardware 25K Threshold $1,528.76 Inventory-Hardware Total $12,675.16 Penn-Jersey Machinery, LLC Inventory-Track and Signal 25K Threshold $188.00 Inventory-Track and Signal Total $188.00 Construction Specialties, Inc. Inventory-Transit Vehicle Material 25K Threshold $127.00 Faiveley Transport North America Inventory-Transit Vehicle Material 25K Threshold $1,813.49 Franklin Fibre-Lamitex Corp. Inventory-Transit Vehicle Material PATCO-14-042 $8,373.58 Honeywell-Sensotec Inventory-Transit Vehicle Material 25K Threshold $4,429.31 Indusco, Ltd Inventory-Transit Vehicle Material 25K Threshold $2,369.97 Jamaica Bearings Inc Inventory-Transit Vehicle Material 25K Threshold $1,997.19 Jaymar Precision Inc. Inventory-Transit Vehicle Material 25K Threshold $2,400.00 MAC Products Inc Inventory-Transit Vehicle Material 25K Threshold $13,760.06 Mouser Electronics Inventory-Transit Vehicle Material 25K Threshold $389.42 UKM Transit Products, Inc. Inventory-Transit Vehicle Material PATCO-13-035 $17,796.00 W.B. Jones Spring Co., Inc. Inventory-Transit Vehicle Material 25K Threshold $262.50 WABTEC Passenger Transit Inventory-Transit Vehicle Material PATCO-14-045 $40,880.60 Wabtec Global Services Inventory-Transit Vehicle Material PATCO-14-045 $4,416.70 Inventory-Transit Vehicle Material Total $99,015.82 General Chemical & Supply Janitorial Supplies 25K Threshold $815.86 INDCO Inc. Janitorial Supplies 25K Threshold $6,269.80 Y-Pers, Inc. Janitorial Supplies 25K Threshold $157.66 Janitorial Supplies Total $7,243.32 Ace Plbg, Htg & Electrical Supplies, Inc. Maintenance Of Buildings and Grounds 25K Threshold $79.20 Billows Electric Supply Co. Inc. Maintenance Of Buildings and Grounds 25K Threshold $133.22 Colonial Electric Supply Co.,Inc. Maintenance Of Buildings and Grounds 25K Threshold $570.16 Denny Septic Service & Portable Toilets Maintenance Of Buildings and Grounds 25K Threshold $600.00 Fisler & Cassedy Inc Maintenance Of Buildings and Grounds 25K Threshold $207.45 Grainger Maintenance Of Buildings and Grounds 25K Threshold $626.88 Harry's Plumbing & Heating Supplies, Inc. Maintenance Of Buildings and Grounds 25K Threshold $241.00 Home Depot Maintenance Of Buildings and Grounds 25K Threshold $669.46 Homeland Industrial Supply Maintenance Of Buildings and Grounds 25K Threshold $1,636.41 JPC Group, Inc. Maintenance Of Buildings and Grounds PATCO-14-002 $95,655.00 Johnstone Supply Maintenance Of Buildings and Grounds 25K Threshold $1,425.90 Joseph Fazzio Inc. Maintenance Of Buildings and Grounds 25K Threshold $633.39 Kennedy Culvert & Supply Co. Maintenance Of Buildings and Grounds 25K Threshold $955.35 Magnolia Garden Village Maintenance Of Buildings and Grounds 25K Threshold $500.00 National Paving Co., Inc. Maintenance Of Buildings and Grounds 25K Threshold $325.50 Ohio Belting & Transmission Maintenance Of Buildings and Grounds 25K Threshold $239.34 QC Inc. Maintenance Of Buildings and Grounds 25K Threshold $694.00 South Jersey Welding Supply Company Maintenance Of Buildings and Grounds 25K Threshold $622.10 Terminix Commerical Maintenance Of Buildings and Grounds 25K Threshold $350.00 Treasurer - State Of New Jersey Maintenance Of Buildings and Grounds 25K Threshold $2,315.00 Wharton Hardware & Supply Maintenance Of Buildings and Grounds 25K Threshold $237.29 Xylem Inc. Maintenance Of Buildings and Grounds 25K Threshold $1,559.05 Maintenance Of Buildings and Grounds Total $110,275.70 Cummins-Allison Corp. Maintenance Of Fare Collection Equipment 25K Threshold $777.26 Maintenance Of Fare Collection Equipment Total $777.26 American Auto Glass Maintenance Of Highway Vehicles 25K Threshold $235.00 Blaese's Tire Service Inc. Maintenance Of Highway Vehicles 25K Threshold $375.00 Certified Speedometer Service Maintenance Of Highway Vehicles 25K Threshold $128.00 Echelon Ford Maintenance Of Highway Vehicles 25K Threshold $881.65 Goodyear Wholesale Tire Centers Maintenance Of Highway Vehicles 25K Threshold $625.95 Hough Petroleum Maintenance Of Highway Vehicles 25K Threshold $194.70 Lawson Products Maintenance Of Highway Vehicles 25K Threshold $1,096.14 NAPA Auto Parts - Berlin Maintenance Of Highway Vehicles 25K Threshold $172.98 Posh Car Wash & Express Lube Maintenance Of Highway Vehicles 25K Threshold $109.45 Slack Envoronmental Service Inc. Maintenance Of Highway Vehicles 25K Threshold $262.50 Stanley's Auto Repair Inc. Maintenance Of Highway Vehicles 25K Threshold $30.00 Tire Corral Maintenance Of Highway Vehicles 25K Threshold $343.59 UniSelect USA, Inc. Maintenance Of Highway Vehicles DRPA-14-037 $1,081.79 Maintenance Of Highway Vehicles Total $5,536.75 Unique Window Fashions Maintenance Of Office Equipment 25K Threshold $245.00 Maintenance Of Office Equipment Total $245.00 All Industrial Safety Products Inc Maintenance Of Shop Equipment 25K Threshold $149.50 All Seasons Rental & Repair Maintenance Of Shop Equipment 25K Threshold $199.00 Maintenance Of Shop Equipment Total $348.50 Delaware Valley Truck Service, Inc. Maintenance Of Track & Signal Equipment 25K Threshold $163.00 H.A. DeHart & Son Maintenance Of Track & Signal Equipment 25K Threshold $2,067.24 Hoover Truck Centers Maintenance Of Track & Signal Equipment 25K Threshold $294.99 Jesco Inc. Maintenance Of Track & Signal Equipment 25K Threshold $167.78 Norris Sales Co. INC. Maintenance Of Track & Signal Equipment 25K Threshold $478.10 Penn-Jersey Machinery, LLC Maintenance Of Track & Signal Equipment 25K Threshold $165.24 Maintenance Of Track & Signal Equipment Total $3,336.35 WORKNET Occ Med Medical-Drug and Alcohol Testing DRPA-14-103 $2,778.30 Medical-Drug and Alcohol Testing Total $2,778.30 Arbill Industries Inc Medical-Physical Exam 25K Threshold $74.96 WORKNET Occ Med Medical-Physical Exam DRPA-14-103 $1,098.05 Medical-Physical Exam Total $1,173.01 Brian Mac Gregor Office Expense 25K Threshold $20.00 John Weber Office Expense 25K Threshold $20.00

Page 2 of 4 Port Authority Transit Corporation Monthly List Of Payments 04/01/15 through 04/30/15 Meeting Date 05/20/15

Vendor Name Item Description Resolution # / Authorization Amount Nestle Waters North America Inc. Office Expense DRAP-14-058 $1,969.12 New Jersey Division of Taxation Office Expense 25K Threshold $30.98 Office Expense Total $2,040.10 Optima Inc. Office Supplies And Equipment 25K Threshold $498.95 Paper Mart Inc. Office Supplies And Equipment DRPA-13-152 $1,010.51 Uline Office Supplies And Equipment 25K Threshold $42.53 W.B. Mason Co., Inc. Office Supplies And Equipment DRPA-14-144 $1,092.82 Office Supplies And Equipment Total $2,644.81 UTC/Rail & Air Sources, Inc. Overhaul Transit Vehicle Trucks PATCO-14-015 $44,946.91 Overhaul Transit Vehicle Trucks Total $44,946.91 SimplexGrinnell LP Passenger Information & Messaging System (PIMS) PATCO-14-017 $573,523.00 Passenger Information & Messaging System (PIMS) Total $573,523.00 PATCO - Payroll Account Payroll For Accounting Period $963,372.92 Payroll For Accounting Period Total $963,372.92 PNC BANK P-Card Purchases DRPA-09-075 $4,368.02 P-Card Purchases Total $4,368.02 Stevens & Lee Professional Ser. - Labor Relations DRPA-13-032 $8,963.83 Professional Ser. - Labor Relations Total $8,963.83 SunGard Availability Services LP. Professional Ser. Information Systems DRPA-10-135 $1,825.00 Unisys Corporation Professional Ser. Information Systems 25K Threshold $512.00 Professional Ser. Information Systems Total $2,337.00 Horne Products Professional Services - Insurance PATCO-14-006 $4,952.54 Professional Services - Insurance Total $4,952.54 Archer & Greiner, A Professional Corp. Professional Services - Legal 25K Threshold $1,209.20 Stevens & Lee Professional Services - Legal DRPA-13-032 $19,914.14 Professional Services - Legal Total $21,123.34 East Coast Event Rental Public and Employee Relations 25K Threshold $107.50 Public and Employee Relations Total $107.50 New Penn Motor Express Rebuild Transit Car Trucks (40) - 2015 25K Threshold $979.02 Spring Engineers of Houston LTD. Rebuild Transit Car Trucks (40) - 2015 25K Threshold $2,187.26 Rebuild Transit Car Trucks (40) - 2015 Total $3,166.28 Anthony Cherill Refunds 25K Threshold $20.00 Commonwealth of PA Refunds 25K Threshold $10.00 Dina Deveney Refunds 25K Threshold $34.00 Joseph Bradis Refunds 25K Threshold $16.80 Joseph Bromiley Refunds 25K Threshold $47.00 Karthick Ramanadhan Refunds 25K Threshold $20.00 Lyndsey Moneth Refunds 25K Threshold $16.80 Margarita Martinez Refunds 25K Threshold $27.44 Michael Mc Sorley Refunds 25K Threshold $24.00 Paul Luseni Refunds 25K Threshold $10.00 Rida Abid Refunds 25K Threshold $17.00 Scott Stetser Refunds 25K Threshold $24.00 Thomas A. Schiavo Refunds 25K Threshold $14.80 Vivian Conti Refunds 25K Threshold $14.10 Refunds Total $295.94 Airgas Safety, Inc. Safety Expenses 25K Threshold $635.52 Clean Venture, Inc. Safety Expenses PATCO-13-019 $3,805.50 Irvine Fire & Safety Safety Expenses 25K Threshold $765.00 Mancine Optical Company Safety Expenses 25K Threshold $988.50 Oxygen Support Systems Safety Expenses 25K Threshold $57.50 Pendergast Safety Equipment Co Safety Expenses 25K Threshold $3,178.76 Stauffer Glove & Safety Co. Safety Expenses 25K Threshold $3,451.53 Safety Expenses Total $12,882.31 Comade, Inc. Security/Law Enforcement Costs 25K Threshold $155.50 Security/Law Enforcement Costs Total $155.50 Republic Services Service Contract - Trash Removal PATCO-13-034 $656.29 Waste Management of New Jersey, Inc. Service Contract - Trash Removal PATCO-14-001 $1,569.20 Service Contract - Trash Removal Total $2,225.49 Inggrit Riceman & Rossetti & DeVoto Settlement Of Claim $150,000.00 Confidential Legal Settlement Settlement Of Claim $24,000.00 Settlement Of Claim Total $174,000.00 Borough Of Collingswood Sewer Water Charges Utility $336.58 City of Camden Sewer Water Charges Utility $336.65 NJ-American Water Co. Sewer Water Charges Utility $1,534.26 Water Revenue Bureau City of Philadelphia Sewer Water Charges Utility $4,882.35 Sewer Water Charges Total $7,089.84 Equipment Trade Service Company Inc Shop Equipment 25K Threshold $370.86 Graybar Electric Co. Inc. Shop Equipment 25K Threshold $1,902.96 Snap-On Industrial Shop Equipment 25K Threshold $192.47 Stanley /Vidmar Storage & Workplace Systems Shop Equipment 25K Threshold $731.81 Shop Equipment Total $3,198.10 Laurel Lawnmower Service Shop Supplies 25K Threshold $215.82 Lowe's Commercial Services Shop Supplies 25K Threshold $126.45 South Jersey Welding Supply Company Shop Supplies 25K Threshold $310.68 Tri-State Industrial Distributors of NJ, Inc. Shop Supplies 25K Threshold $388.85 Uline Shop Supplies 25K Threshold $983.81 Shop Supplies Total $2,025.61 Chicks Block Co. Snow Removal Costs for the 03/5/15 Snow Storm 25K Threshold $83.80 Hampton Inn Snow Removal Costs for the 03/5/15 Snow Storm 25K Threshold $480.00 Snow Removal Costs for the 03/5/15 Snow Storm Total $563.80 Verizon Telephone Expenses Utility $561.97 Verizon Business Telephone Expenses Utility $1,474.33 Telephone Expenses Total $2,036.30

Page 3 of 4 Port Authority Transit Corporation Monthly List Of Payments 04/01/15 through 04/30/15 Meeting Date 05/20/15

Vendor Name Item Description Resolution # / Authorization Amount Accountants for You, Inc. Temporary Services DRPA-14-092 $28,837.18 Perry Resources Temporary Services DRPA-14-092 $12,400.02 Temporary Services Total $41,237.20 American Public Transportation Association Training Expenses PATCO-13-016 $5,000.00 City of Philadelphia Training Expenses 25K Threshold $255.00 Criterion Laboratories, Inc. Training Expenses 25K Threshold $930.00 Training Expenses Total $6,185.00 RAM Industrial Services LLC Transit Vehicles Traction Motor Repairs PATCO-14-028 $114,556.00 Sherwood Electromotion Inc. Transit Vehicles Traction Motor Repairs PATCO-14-028 $151,066.00 Swiger Coil Systems A Wabtec Company Transit Vehicles Traction Motor Repairs PATCO-14-028 $84,531.06 Transit Vehicles Traction Motor Repairs Total $350,153.06 John D. Rink Travel Expenses 25K Threshold $77.59 John Lotierzo Travel Expenses 25K Threshold $127.65 Kathleen Imperatore Travel Expenses 25K Threshold $1,455.01 Travel Expenses Total $1,660.25 Delores Randall Tuition Reimbursement 25K Threshold $3,600.00 Hugh P. McIntyre Tuition Reimbursement 25K Threshold $1,217.25 Tuition Reimbursement Total $4,817.25 Arbill Industries Inc Uniform Purchases 25K Threshold $397.41 Quik Stitch Embroidery Uniform Purchases 25K Threshold $473.00 Reflective Apparel Factory, Inc. Uniform Purchases 25K Threshold $1,662.76 Uniform Purchases Total $2,533.17 ITU AbsorbTech, LLC Uniform Rental & Cleaning 25K Threshold $116.00 Lawmen Supply Company Uniform Rental & Cleaning 25K Threshold $300.00 Monograms & More Uniform Rental & Cleaning 25K Threshold $170.00 UniFirst Corporation Uniform Rental & Cleaning PATCO-12-011 $4,404.34 Uniform Rental & Cleaning Total $4,990.34 Expertpay Child Support Wage Attachments 25K Threshold $9,390.12 Isabel C. Balboa, Trustee Wage Attachments 25K Threshold $520.00 New Jersey Family Support Payment Center Wage Attachments 25K Threshold $1,200.00 Trust Account of Frank Todoro Wage Attachments 25K Threshold $277.92 US Department of Education Wage Attachments 25K Threshold $714.86 Wage Attachments Total $12,102.90 Qual Lynx (Wire Transfers Only) Workers Compensation Costs DRPA-12-098 $22,573.00 Workers Compensation Costs Total $22,573.00 PATCO - Malfunction Fund Working Fund Replenishment 25K Threshold $212.80 Working Fund Replenishment Total $212.80 Grand Total $5,039,771.53

Page 4 of 4 PURCHASE ORDERS & CONTRACTS PATCO MONTHLY LIST OF PURCHASE ORDER CONTRACTS - APRIL 2015

VENDOR NAME ITEM DESCRIPTION PO NUMBER AMOUNT RESOLUTION A & A GLOVE & SAFETY CO. Stores Inventory - Lindenwold 135899 $1,043.75 25KTHRES A & A GLOVE & SAFETY CO. Stores Inventory - Lindenwold 135946 $736.00 25KTHRES A & A GLOVE & SAFETY CO. Stores Inventory - Lindenwold 135957 $192.00 25KTHRES A&BWiperSupplyInc StoresInventory-Lindenwold 135935 $998.75 25KTHRES Airgas Safety, Inc. Stores Inventory - Lindenwold 135955 $299.42 25KTHRES Alstom Signaling, Inc. Stores Inventory - Lindenwold 135949 $300.00 25KTHRES AMERICAN MICROSEMICONDUCTOR Stores Inventory - Lindenwold 135890 $170.00 25KTHRES APPLIED INDUSTRIAL TECHNOLOGIES Stores Inventory - Lindenwold 135972 $197.10 25KTHRES AppliedMaintenanceSuppliesandSolutions StoresInventory-Lindenwold 135936 $147.72 25KTHRES Atlantic Detroit Diesel-Allison LLC Stores Inventory - Lindenwold 135947 $790.47 25KTHRES Atlantic Tactical Purchase Of Uniforms 135875 $601.80 25KTHRES Atlantic Tactical Purchase Of Uniforms 135951 $826.00 25KTHRES Automation Distribution Inc. Electronic Test Equip. 135999 $560.00 25KTHRES BDF INDUSTRIAL FASTENERS Stores Inventory - Lindenwold 135921 $2,537.45 25KTHRES BDF INDUSTRIAL FASTENERS Stores Inventory - Lindenwold 135994 $296.00 25KTHRES Bergen Auto Upholstery Co., Inc. Stores Inventory - Lindenwold 135983 $2,490.00 25KTHRES Billows Electric Supply Co. Inc. Buildings-elect.-maint. 135924 $2,487.50 25KTHRES BioChem Systems Inc. Stores Inventory - Lindenwold 135962 $592.03 25KTHRES BROWN MACHINE WORKS, INC. Buildings-plumb.-maint. 84209 $4,100.00 25KTHRES BURLINGTON SAFETY LAB INC Stores Inventory - Lindenwold 135937 $1,708.80 25KTHRES BURLINGTON SAFETY LAB INC Stores Inventory - Lindenwold 135975 $269.52 25KTHRES C.L. PRESSER COMPANY Stores Inventory - Lindenwold 135981 $656.05 25KTHRES Calico Industries, Inc. Stores Inventory - Lindenwold 135862 $3,131.60 25KTHRES CHEMSEARCH Crossties-renew 135877 $1,018.00 25KTHRES Colonial Electric Supply Co.,Inc. Stores Inventory - Lindenwold 135869 $482.57 25KTHRES Control Chief Stores Inventory - Lindenwold 135861 $1,050.00 25KTHRES CONTROL PAPERS COMPANY Stores Inventory - Lindenwold 135982 $1,266.02 25KTHRES CooperElectricSupplyCo. StoresInventory-Lindenwold 135902 $198.00 25KTHRES Criterion Laboratories, Inc. Structural Parts,car Body 135963 $425.00 25KTHRES Cubic Transportation Systems Stores Inventory - Lindenwold 84238 $580.70 PATCO-14-045 Cubic Transportation Systems Stores Inventory - Lindenwold 84245 $145.00 PATCO-14-045 Cubic Transportation Systems Stores Inventory - Lindenwold 84246 $580.70 PATCO-14-045 Cubic Transportation Systems Stores Inventory - Lindenwold 84247 $145.00 PATCO-14-045 DELL MARKETING L.P. Purchases 135990 $9,979.20 25KTHRES DEL-VEL CHEMICAL Stores Inventory - Lindenwold 135979 $91.40 25KTHRES DIGI-KEY CORP. Stores Inventory - Lindenwold 135882 $1,311.46 25KTHRES East Coast Event Rental Public Relations 135906 $442.50 25KTHRES EASTCOASTFLAG&BANNERCOMPANY StoresInventory-Lindenwold 135956 $64.80 25KTHRES ECHELON FORD Auto-materials, Oil,& Repairs 135907 $333.27 25KTHRES ECHELON FORD Auto-materials, Oil,& Repairs 135925 $956.06 25KTHRES ECHELON FORD Auto-materials, Oil,& Repairs 135988 $276.96 25KTHRES EFFECTIVE CONTROLS EAST, INC. Stores Inventory - Lindenwold 135970 $251.32 25KTHRES EHMKE MANUFACTURING CO., INC. Stores Inventory - Lindenwold 135919 $1,563.84 25KTHRES Electronics Connections, Inc. Stores Inventory - Lindenwold 135871 $448.75 25KTHRES Electronics Connections, Inc. Stores Inventory - Lindenwold 135927 $1,285.85 25KTHRES ELECTRONICS EXCHANGE Stores Inventory - Lindenwold 135873 $245.74 25KTHRES ERICO, INC Stores Inventory - Lindenwold 135891 $1,162.12 25KTHRES ERICO, INC Stores Inventory - Lindenwold 135993 $122.32 25KTHRES FASTENAL COMPANY Stores Inventory - Lindenwold 135918 $545.18 25KTHRES FASTENAL COMPANY Stores Inventory - Lindenwold 135991 $171.50 25KTHRES Franklin Electric Co. Stores Inventory - Lindenwold 135964 $1,529.50 25KTHRES Franklin Electric Co. Stores Inventory - Lindenwold 135967 $12,787.50 25KTHRES G & B Specialties, Inc. Stores Inventory - Lindenwold 135916 $760.50 25KTHRES G A Blanco & Sons Inc. Miscellaneous Office Exp. 135876 $549.00 25KTHRES GEMPLER'S, INC. Stores Inventory - Lindenwold 135954 $333.60 25KTHRES GENERAL CHEMICAL & SUPPLY Stores Inventory - Lindenwold 135865 $381.30 25KTHRES GENERAL CHEMICAL & SUPPLY Stores Inventory - Lindenwold 135978 $752.60 25KTHRES Global Equipment Co. CAR OVERHAUL, PREP CARS FOR SHIPMENT 135996 $1,048.70 25KTHRES Grainger Stores Inventory - Lindenwold 135932 $1,482.48 25KTHRES Grainger Stores Inventory - Lindenwold 135969 $1,359.28 25KTHRES Grainger Bridge Cranes & Hoists 135998 $1,221.45 25KTHRES Graybar Electric Co. Inc. Stores Inventory - Lindenwold 135948 $5,220.00 25KTHRES Graybar Electric Co. Inc. Stores Inventory - Lindenwold 135980 $1,522.00 25KTHRES Graybar Electric Co. Inc. Stores Inventory - Lindenwold 135995 $1,468.00 25KTHRES Graybar Electric Co. Inc. Supervisory Control 136001 $497.12 25KTHRES H.A. DEHART & SON Snow & Ice Removal 135910 $1,119.14 25KTHRES PATCO MONTHLY LIST OF PURCHASE ORDER CONTRACTS - APRIL 2015

VENDOR NAME ITEM DESCRIPTION PO NUMBER AMOUNT RESOLUTION HELWIG CARBON PRODUCTS, INC. Stores Inventory - Lindenwold 135863 $3,787.35 25KTHRES HILTI INC Auto Equipment 135912 $1,299.71 25KTHRES HILTI INC Stores Inventory - Lindenwold 135968 $593.25 25KTHRES Homeland Industrial Supply Stores Inventory - Lindenwold 135930 $1,276.80 25KTHRES HORNE PRODUCTS Stores Inventory - Lindenwold 135929 $1,740.00 25KTHRES HOUGH PETROLEUM Stores Inventory - Lindenwold 135883 $415.20 25KTHRES INDCO INC. Stores Inventory - Lindenwold 135857 $616.20 25KTHRES INDCO INC. Stores Inventory - Lindenwold 135905 $308.88 25KTHRES INDCO INC. Stores Inventory - Lindenwold 135928 $634.15 25KTHRES INDCO INC. Stores Inventory - Lindenwold 135945 $982.80 25KTHRES IRVINE FIRE & SAFETY Stores Inventory - Lindenwold 135900 $16.00 25KTHRES IRVINE FIRE & SAFETY SAFETY 135913 $560.00 25KTHRES J. MIKULSKY RAILWAY SUPPLY CO., INC. Stores Inventory - Lindenwold 135881 $130.00 25KTHRES JAMES DOORCHECK INC. Stores Inventory - Lindenwold 135879 $763.50 25KTHRES JOSEPH FAZZIO INC. Stores Inventory - Lindenwold 301591 $5,000.00 25KTHRES Kaeser Compressors Stores Inventory - Lindenwold 135859 $887.16 25KTHRES Kaeser Compressors Switch Movement 135894 $148.59 25KTHRES KC Electrical Distributors, Inc. Stores Inventory - Lindenwold 135965 $151.80 25KTHRES Kirk Sales, Inc. Stores Inventory - Lindenwold 135856 $575.00 25KTHRES L.B. Foster Co. Stores Inventory - Lindenwold 135943 $22,196.00 25KTHRES Laurel Lawnmower Service Shop Equip-grounds/gen Maint 135908 $959.97 25KTHRES Lawson Products Auto-materials, Oil,& Repairs 135909 $414.31 25KTHRES Lighting Solutions Stores Inventory - Lindenwold 135884 $662.50 25KTHRES MALL CHEVROLET Auto - TIRES 135960 $3,827.04 25KTHRES MC MASTER-CARR SUPPLY CO Material Handling Equipment 135864 $498.12 25KTHRES MC MASTER-CARR SUPPLY CO Stores Inventory - Lindenwold 135974 $313.26 25KTHRES METRO HYDRAULIC JACK CO. Stores Inventory - Lindenwold 135922 $191.25 25KTHRES Modern Handling Equipment Co. Stores Inventory - Lindenwold 135992 $54.96 25KTHRES NAPA Auto Parts Stores Inventory - Lindenwold 135886 $238.69 25KTHRES NAPAAutoParts-Berlin Auto-materials,Oil,&Repairs 135911 $635.56 25KTHRES NATIONAL BATTERY Stores Inventory - Lindenwold 135885 $250.00 25KTHRES NATIONAL BATTERY Stores Inventory - Lindenwold 135984 $586.50 25KTHRES NELCO PRODUCT INC. Stores Inventory - Lindenwold 135867 $365.00 25KTHRES NELCO PRODUCT INC. Stores Inventory - Lindenwold 135898 $702.00 25KTHRES NEW PIG CORP Stores Inventory - Lindenwold 135939 $475.20 25KTHRES Newark Element 14 Stores Inventory - Lindenwold 135892 $201.12 25KTHRES Newark Element 14 Communications 135893 $344.43 25KTHRES NEXGEN Stores Inventory - Lindenwold 135889 $361.92 25KTHRES Nolan Company Right-of-way Machinery 135934 $2,003.41 25KTHRES Orr Safety Corporation Stores Inventory - Lindenwold 135938 $300.80 25KTHRES Orr Safety Corporation Stores Inventory - Lindenwold 135953 $140.00 25KTHRES PAPER MART INC. Stores Inventory - Lindenwold 135987 $130.50 25KTHRES PembertonElectricalSupplyCompany StoresInventory-Lindenwold 135966 $752.00 25KTHRES PENDERGAST SAFETY EQUIPMENT CO Stores Inventory - Lindenwold 135952 $324.00 25KTHRES PENDERGAST SAFETY EQUIPMENT CO Stores Inventory - Lindenwold 135958 $2,139.74 25KTHRES Penn Machine Company GEAR UNITS 84235 $3,132.62 PATCO-14-015 Penn Machine Company GEAR UNITS 84236 $3,132.62 PATCO-14-015 PennTool Co. Stores Inventory - Lindenwold 135976 $156.00 25KTHRES Precision Flow LLC Stores Inventory - Lindenwold 135888 $1,475.66 25KTHRES Precision Flow LLC Stores Inventory - Lindenwold 135931 $144.20 25KTHRES Railroad Tools and Solutions(LLC) Rail-renew 135897 $2,940.00 25KTHRES RAILS COMPANY Stores Inventory - Lindenwold 135904 $3,512.00 25KTHRES RAILWEL INDUSTRIES INC. Joint Bars And Compromises 135923 $942.40 25KTHRES RAILWEL INDUSTRIES INC. TRACK UPGRADE - LABOR 135944 $22,433.94 25KTHRES RAM Industrial Services LLC TRACTION MOTOR REBUILD 84222 $7,013.00 PATCO-14-028 RAM Industrial Services LLC TRACTION MOTOR REBUILD 84223 $5,443.00 PATCO-14-028 RAM Industrial Services LLC TRACTION MOTOR REBUILD 84224 $5,333.00 PATCO-14-028 RAM Industrial Services LLC TRACTION MOTOR REBUILD 84225 $7,045.00 PATCO-14-028 RAM Industrial Services LLC TRACTION MOTOR REBUILD 84226 $6,736.00 PATCO-14-028 RAM Industrial Services LLC TRACTION MOTOR REBUILD 84227 $5,073.00 PATCO-14-028 RAM Industrial Services LLC TRACTION MOTOR REBUILD 84228 $5,067.00 PATCO-14-028 RAM Industrial Services LLC TRACTION MOTOR REBUILD 84229 $6,931.00 PATCO-14-028 Reflective Apparel Factory, Inc. Purchase Of Uniforms 135914 $503.50 25KTHRES Reflective Apparel Factory, Inc. Purchase Of Uniforms 135941 $929.55 25KTHRES REPUBLIC DRILL CORPORATION Stores Inventory - Lindenwold 135870 $771.12 25KTHRES SABIC Polymershapes Stores Inventory - Lindenwold 135866 $215.04 25KTHRES PATCO MONTHLY LIST OF PURCHASE ORDER CONTRACTS - APRIL 2015

VENDOR NAME ITEM DESCRIPTION PO NUMBER AMOUNT RESOLUTION ShallcrossBoltandSpecialtiesCo. StoresInventory-Lindenwold 135940 $29.05 25KTHRES Sherwood Electromotion Inc. TRACTION MOTOR REBUILD 84211 $14,522.00 PATCO-14-028 Sherwood Electromotion Inc. TRACTION MOTOR REBUILD 84212 $13,298.00 PATCO-14-028 Sherwood Electromotion Inc. TRACTION MOTOR REBUILD 84213 $4,635.00 PATCO-14-028 Sherwood Electromotion Inc. TRACTION MOTOR REBUILD 84214 $6,155.00 PATCO-14-028 Sherwood Electromotion Inc. TRACTION MOTOR REBUILD 84215 $6,155.00 PATCO-14-028 Sherwood Electromotion Inc. TRACTION MOTOR REBUILD 84216 $12,358.00 PATCO-14-028 Sherwood Electromotion Inc. TRACTION MOTOR REBUILD 84217 $4,635.00 PATCO-14-028 Sherwood Electromotion Inc. TRACTION MOTOR REBUILD 84218 $18,186.00 PATCO-14-028 Sherwood Electromotion Inc. TRACTION MOTOR REBUILD 84219 $4,635.00 PATCO-14-028 Sherwood Electromotion Inc. TRACTION MOTOR REBUILD 84220 $6,675.00 PATCO-14-028 Sherwood Electromotion Inc. TRACTION MOTOR REBUILD 84240 $15,154.00 PATCO-14-028 Sherwood Electromotion Inc. TRACTION MOTOR REBUILD 84241 $6,267.00 PATCO-14-028 SimplexGrinnell LP Communications 135802 $130.00 25KTHRES SNAP-ON INDUSTRIAL Stores Inventory - Lindenwold 135961 $2,578.21 25KTHRES Sosmetal Products Inc. Stores Inventory - Lindenwold 135986 $588.36 25KTHRES SOUTH JERSEY WELDING SUPPLY COMPANY Stores Inventory - Lindenwold 135868 $262.57 25KTHRES SOUTH JERSEY WELDING SUPPLY COMPANY Joint Bars And Compromises 135895 $1,150.00 25KTHRES SOUTH JERSEY WELDING SUPPLY COMPANY Stores Inventory - Lindenwold 135920 $327.86 25KTHRES SOUTH JERSEY WELDING SUPPLY COMPANY Stores Inventory - Lindenwold 135985 $48.04 25KTHRES Staples Advantage Stores Inventory - Lindenwold 135901 $142.40 25KTHRES Stauffer Glove & Safety Co. Stores Inventory - Lindenwold 135959 $403.20 25KTHRES Sterling Heating & Air Conditioning Inc. Heating Maintenance 135933 $1,220.00 25KTHRES Swiger Coil Systems A Wabtec Company TRACTION MOTOR REBUILD 84237 $16,748.00 PATCO-14-028 Swiger Coil Systems A Wabtec Company TRACTION MOTOR REBUILD 84239 $17,888.00 PATCO-14-028 Tactical Public Safety, LLC Stores Inventory - Lindenwold 135860 $900.00 25KTHRES Team One Repair, Inc. Stores Inventory - Lindenwold 84210 $732.04 25KTHRES Team One Repair, Inc. Stores Inventory - Lindenwold 84230 $706.22 25KTHRES Team One Repair, Inc. Warranty Repair 84231 $0.00 25KTHRES Team One Repair, Inc. Stores Inventory - Lindenwold 84248 $732.04 25KTHRES Team One Repair, Inc. Stores Inventory - Lindenwold 135887 $284.48 25KTHRES TELE-SOURCE IND. INC. Stores Inventory - Lindenwold 135878 $450.60 25KTHRES Thortex America Structural Parts,car Body 135896 $766.50 25KTHRES Tire Corral Auto-materials, Oil,& Repairs 136003 $550.00 25KTHRES TRECO INCORPORATED Stores Inventory - Lindenwold 135942 $729.00 25KTHRES TRI - DIM FILTER CORP Stores Inventory - Lindenwold 135973 $1,584.72 25KTHRES Tri-State Technical Sales Corporation Stores Inventory - Lindenwold 135903 $2,838.00 25KTHRES Uline Stores Inventory - Lindenwold 135971 $70.00 25KTHRES UNITED REFRIGERATION INC Stores Inventory - Lindenwold 135917 $47.04 25KTHRES UTC/Rail & Air Sources, Inc. AXLE AND WHEEL WORK 84221 $600.00 25KTHRES UTC/Rail & Air Sources, Inc. GEAR UNITS 84232 $6,456.53 PATCO-14-015 UTC/Rail & Air Sources, Inc. GEAR UNITS 84233 $6,611.53 PATCO-14-015 UTC/Rail & Air Sources, Inc. GEAR UNITS 84234 $6,394.63 PATCO-14-015 UTC/Rail & Air Sources, Inc. GEAR UNITS 84242 $6,114.63 PATCO-14-015 UTC/Rail & Air Sources, Inc. GEAR UNITS 84243 $6,089.63 PATCO-14-015 UTC/Rail & Air Sources, Inc. GEAR UNITS 84244 $6,456.53 PATCO-14-015 UTC/Rail & Air Sources, Inc. REBUILD TRANSIT CAR TRUCKS 301590 $4,800.00 25KTHRES V.E. Ralph & Sons, Inc. Miscellaneous Office Exp. 135874 $358.80 25KTHRES V.E. Ralph & Sons, Inc. SAFETY 136004 $228.00 25KTHRES Van - Air & Hydraulics, Inc. Stores Inventory - Lindenwold 135880 $2,527.38 25KTHRES Vossloh Track Material, Inc. Stores Inventory - Lindenwold 135872 $750.00 25KTHRES W E Timmerman Co Inc Stores Inventory - Lindenwold 135977 $68.40 25KTHRES W E Timmerman Co Inc Auto-materials, Oil,& Repairs 136002 $726.69 25KTHRES W.B. Mason Co., Inc. Miscellaneous Office Exp. 135915 $515.52 25KTHRES W.B. Mason Co., Inc. Miscellaneous Office Exp. 135989 $313.09 25KTHRES W.B. Mason Co., Inc. Miscellaneous Office Exp. 135997 $382.40 25KTHRES WINNER FORD Auto-materials, Oil,& Repairs 135926 $5,100.00 25KTHRES Xylem Inc. Sump 135858 $1,966.00 25KTHRES BALANCE SHEET PORT AUTHORITY TRANSIT CORPORATION

BALANCE SHEET March 31, 2015

ASSETS December 31,2014 March 31, 2015

Cash (Includes $107,460 in Station Escrow Funds) $1,061,666 $1,824,055 Investments (Note 1) 2,655,000 2,655,000 Accounts Receivable 1,208,970 1,084,128 Inventory at lower of cost (first-in, first-out) or market 5,584,046 5,558,699 Prepaid Expenses 1,430,192 1,198,752 Work Orders in Progress 1,885,433 1,259,261 $13,825,307 $13,579,895

LIABILITIES AND EQUITY Liabilities: Accounts Payable: Trade $ 2,368,155 $2,496,398 Delaware River Port Authority (Note 2) 250,852,000 252,382,497 Accrued Liabilities: Reserve for Other Post Employment Benefits (Note 4) 10,146,963 10,146,963 Deferred Revenue (Note 5) 3,706,376 3,847,632 Wages 756,490 582,384 Payroll taxes 51,842 72,066 Pension and Other 663,314 410,511 Sick Leave Benefits 417,209 409,007 Reserve for Unused Vacation 357,291 328,581 Reserve for contingent liabilities (Note 3) 3,468,561 3,069,069 $ 272,788,201 $ 273,745,108

Equity: Advances from Delaware River Port Authority 385,338,619 390,934,827 Deficit ($ 644,301,513) ($ 651,100,040)

$ 13,825,307 $ 13,579,895 PORT AUTHORITY TRANSIT CORPORATION (A Wholly Owned Subsidiary Of Delaware River Port Authority) STATEMENT OF REVENUES AND EXPENSES AND DEFICIT FOR THE PERIOD INDICATED

Year to date ended Month ended

March 31, 2015 March 31, 2015 Operating Revenues: Passenger fares $5,939,205 $2,150,478 Passenger parking 192,679 67,053 Passenger - other 31,160 11,504 Advertising 104,654 42,639 Miscellaneous 609 309 Interest Income From Investments 0 0 $6,268,307 $2,271,983

Operating Expenses: Maintenance of Way and Power 3,305,856 1,335,431 Maintenance of Equipment 1,826,296 488,756 Purchased Power 1,419,491 454,378 Transportation 3,803,163 1,323,510 General Insurance 72,531 (164,042) Superintendence and General Office 1,108,997 379,401 11,536,335 3,817,434 Rent of Rapid Transit System Facilities (Note 2) 1,530,497 510,167 Other Post Employment Benefits Accrual (Note 4) 0 0 $13,066,832 $4,327,601

Net Income (loss) ( $ 6,798,525) ( $ 2,055,618)

Deficit, December 31, 2014 ($ 644,301,513)

Deficit, March 31, 2015 ($ 651,100,040)

See Notes To Financial Statements PORT AUTHORITY TRANSIT CORPORATION (A Wholly Owned Subsidiary of the Delaware River Port Authority) March 31, 2015

NOTES TO FINANCIAL STATEMENTS

1. Investments:

The Corporation has set aside $2,655,000. to partially fund its liability for self-insurance with the following limits: (a) Totally self-insured for Voluntary Workers Compensation.

(b) Comprehensive General Liability from the first dollar to $5,000,000 per occurrence.

2. Rent of transit system facilities:

All rapid transit system facilities used by the Corporation are leased from the Delaware River Port Authority, under terms of an agreement dated April 18, 1969 and amended June 3, 1974. The lease requires the Corporation to operate and maintain the Locust-Lindenwold line.

The terms of the amended agreement, which was made retroactive to January 1, 1974, and which is to continue from year to year, provide that the Corporation pay a minimum annual rental of $6,122,000, which approximates the sum of the annual interest expense to the Delaware River Port Authority for that portion of its indebtedness attributable to the construction and equipping of the leased facilities plus the provision for depreciation of the rapid transit facilities as recorded by the Authority. In addition, the lease requires the Corporation to pay to the Authority any net earnings from operations for the Locust-Lindenwold line less a reasonable amount to be retained for working capital and operating reserves.

The rent is payable semi-annually on June 30 and December 31. The Corporation is in default of this agreement as payments totaling $252,382,497 from January 1, 1974 through March 31, 2015 have not been made to the Authority.

3. Reserves for Contingent Liabilities:

Pursuant to a policy of self-insurance, the Corporation has reserved $ 993,975 for Comprehensive General Liability and $ 2,075,094 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.