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DELAWARE RIVER PORT AUTHORITY

BOARD MEETING

Wednesday, December 11, 2019 9:00 a.m.

One Port Center 2 Riverside Drive Camden, NJ

John T. Hanson, Chief Executive Officer

DRPA BOARD

DELAWARE RIVER PORT AUTHORITY BOARD MEETING

Wednesday, December 11, 2019 at 9:00 a.m. 2 Riverside Drive Camden,

ORDER OF BUSINESS

1. Roll Call

2. Public Comment

3. Report of the CEO – December 2019

4. Report of the CFO

5. Approval of November 20, 2019 Board Meeting Minutes

6. Monthly List of Previously Approved Monthly List of Payments of November 2019

7. Monthly List of Previously Approved Purchase Orders and Contracts of November 2019

8. Approval of Operations & Maintenance Committee Meeting Minutes of November 26, 2019

9. Adopt Resolutions Approved by Operations & Maintenance Committee of November 26, 2019

DRPA-19-127 Contract No. WW-32-2018, Bridge Corridor Rehabilitation at I-76 – PA Approach.

DRPA-19-128 Construction Monitoring Services for Contract No. WW-32-2018, Corridor Rehabilitation at I-76 – PA Approach.

DRPA-19-129 Contract No. WW-31-2018, Walt Whitman Bridge NJ Approach Bridges Painting.

DRPA-19-130 Construction Monitoring Services for Contract No. WW-31-2018, Walt Whitman Bridge NJ Approach Bridges Painting.

DRPA-19-131 Contract No. BF-54-2019, Bridge Rehabilitation of Suspension Spans and Anchorages.

DRPA-19-132 Construction Monitoring Services for Contract No. BF-54-2019, Benjamin Franklin Bridge Rehabilitation of Suspension Spans and Anchorages.

DRPA-19-133 Capital Project Modification. DRPA-19-134 Design Services for Walt Whitman Bridge Main Cable Investigation and Dehumidification.

DRPA-19-135 Easement Agreement with Holt Hauling and Warehousing Systems, Inc. for Block 2.01, Lot 3 and Lot 4.

DRPA-19-136 UB60 Aerial Equipment Trucks Rental.

DRPA-19-137 Rental Equipment.

DRPA-19-138 Transit Security Grant Program & Port Security Grant Program Management & Administration Services.

DRPA-19-139 PARTSWG Regional Public Security Awareness Project, Phase VIII.

10. Approval of Finance Committee Meeting Minutes of November 27, 2019

11. Adopt Resolutions Approved by Finance Committee of November 27, 2019

DRPA-19-141 2020 DRPA Operating Budget.

DRPA-19-142 Resolution in accordance with Sections 5.15 and 5.09 of the 1998 Indenture of Trust dated as of July 1, 1998 with TD Bank, N.A. as Trustee, to adopt an Annual Budget of the Delaware River Port Authority for the 2020 Fiscal Year.

DRPA-19-143 Resolution in accordance with Section 5.07 of the 1999 Port District Bond Indenture dated December 1, 1999 with the Bank of New York Mellon as Trustee, to adopt an Annual Budget of the Delaware River Port Authority for the 2020 Fiscal Year.

DRPA-19-144 Resolution in accordance with section 5.07 of the 2012 Port District Project Bonds Indenture dated December 1, 2012 with TD Bank, N.A. as Trustee, to adopt an Annual Budget of the Delaware River Port Authority for the 2020 Fiscal Year.

12. Approval of Audit Committee Meeting Minutes of November 27, 2019

13. Adopt Resolutions Approved by Audit Committee of November 27, 2019

DRPA-19-140 Candidate for CAC Membership Consideration – Strasso Jovanovski (Camden, NJ)

14. Unfinished Business 15. New Business

DRPA-19-145 Outside Employment for 2020

DRPA-19-146 Consideration of Pending DRPA Contracts (Between $25,000 and $100,000)

16. Adjournment

CEO REPORT

Report of the Chief Executive Officer

December 11, 2019

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

To the Commissioners:

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

AROUND THE AUTHORITY

$12.6M BUILD Grant On Monday, November 18, DRPA and PATCO staff joined Federal Transit Administration Acting Administrator K. Jane Williams, Congressman Brendan Boyle, Congressman Dwight Evans and Congressman Donald Norcross at to highlight a $12.6M USDOT BUILD Grant to reopen PATCO’s Franklin Square Station in 2023. The project renovates existing infrastructure to enable the station to become fully functional and in-line with existing PATCO stations. Safety & Security App Launched The Authority recently launched a transit safety and security mobile app called “Look Up. Speak Up.” The app allows DRPA motorists and PATCO riders to discreetly and confidentially report security or safety issues directly to DRPA/PATCO Police. The app is available now for download in the Google Play and Apple App stores.

STEWARDSHIP

Eastern States Transportation Network (ESTN) Event The 41st Eastern States Transportation Network (ESTN) meeting took place on Friday, November 22, 2019 at The Westin in Mt. Laurel, NJ. The meeting was held from 8:00 am until 3:30 pm. There were approximately 135 attendees from transportation agencies from New York, New Jersey, Pennsylvania, Delaware and Maryland. The Delaware River and Bay Authority (DRBA) served as this year’s Host Agency. Special recognition and thanks goes to Delaware River Port Authority (DRPA) HRS members, Stephanie Woolley, Administrator, Training and Employee Development, Tamika Espino, Administrator, Staffing and Recruiting and Tonya Little, Administrative Coordinator, for all the help they provided to DRBA in planning the meeting.

The DRPA was represented by over 75 employees, some of whom were the designated 2019 ESTN Group Chairs and/or who made presentations on topics related to Toll Operations, Public Safety, Purchasing and Engineering. DRPA’s Purchasing, Contract Administration and Public Safety Departments were well represented by Rick Mosback Director, Procurement, Amy Ash, Manager, Contract Administration and Johnny Santiago, Lieutenant of Police. Their teams gave very informative presentations in the Procurement/Purchasing and Public Safety groups. The DRPA’s Engineering Department’s Program Manager Lennart Rustam, III, served as the ESTN 2019 Engineering Group Chair, and presentations were made by engineers, Joseph Adams, Edward Montgomery and Elizabeth Klawunn. Toll Plaza Supervisor, Annette Melendez-Freeman served as the 2019 Group Chair for Toll Operations.

The Keynote Address was given by Jack Niedermeyer, Program Director – Security Technology/ Corporate Information Security Officer from Port Authority of New York and New Jersey. He discussed his agency’s work on cybersecurity and provided helpful tips to all attendees regarding cybersecurity policies and practices.

New to this year’s meeting and to commemorate the history of ESTN, each attendee was presented with a “challenge coin” which depicted all modes of transportation represented by the agencies of ESTN and which displayed ESTN’s tagline, “Developing Partnerships Through Transportation”. The idea for the challenge coin was presented to ESTN’s steering committee at its mid-year meeting in May 2019 by DRPA Captain Ed Cobbs and Lieutenant Johnny Santiago. Once approved by the steering committee, Lieutenant Santiago set out to design the coin. The attendees loved it. At the meeting, Lieutenant Santiago was recognized and presented with a model of his coin by ESTN’s Chair, Charlotte Crowell, DRBA’s Chief Human Resources Officer.

At the end of the meeting, it was announced that the Host for ESTN 2020 will be the Authority. The new Group Chairs for all of disciplines (Safety, Engineering, Maintenance, Human Resources, Public Safety, Purchasing and Toll Operations) also were announced. A survey will be sent to all attendees to gather their feedback about the meeting.

We thank the Board for its continued support of staff’s involvement in ESTN.

DRPA’s Human Resource Services Team (L to R): Stephanie Woolley, Tonya Little, Sandra Thompson, Sonia Inman, Tamika Espino, Nydia Rosario, Kelly Forbes

General Counsel Ray Santarelli, CAO Toni P. Brown, HRS Director Kelly Forbes and COO Robert Hicks Special presentation made to Lieutenant Johnny Santiago by Kelly Forbes and Charlotte Crowell

ESTN Challenge Coin (front and back) designed by Lt. Santiago

Lieutenant Johnny Santiago Special presentation made to Lieutenant Johnny Santiago by Kelly Forbes (L) and Charlotte Crowell (R).

HRS Director Kelly Forbes ESTN Attendees welcoming attendees SERVICE

Annual VetTogether

The Authority honored veteran and active military employees with its annual VetTogether - Veteran Appreciation Breakfast on Thursday, November 14. Employees received breakfast and special recognition for their service.

COMMUNITY

Youth Exploration This fall, we welcomed 4th graders from Moorestown Friends School to the Ben Franklin Bridge. It was an opportunity for the students to learn about bridge’s history, construction and careers in the engineering field. DRPA Engineers Mike Howard and Elisabeth Klawunn provided a presentation and answered questions from the students. The visit concluded with the students on the pedestrian walkway for an up close tour of the bridge.

Pink Roses/Teal Magnolias Campaign 2019

Since 2010, the Cooper Foundation’s Pink Roses Teal Magnolia’s has been raising funds for breast and gynecological cancer clinical and research programs at MD Anderson Cancer Center at Cooper. This event is unique in that it raises funds for both breast and gynecological cancer.

All donations to Pink and Teal stay local, right here at MD Anderson at Cooper in Camden. They support research, complementary medicine, new technology, support services, our Survivor Program and our Patient in Need fund that assists patients in financial distress with transportation, child- care, prescription co-pays and other immediate needs.

This month we supported the Pink Roses/ Teal Magnolias Wear Jeans for women’s health campaign. Our employee giving raised $400. Anyone who donated $5 or more was recognized with a cut out that was placed on a wall at OPC and also on a wall at the facility where the employee works. Employees who donated $5, or more wore jeans on Friday, November 1, 2019

Ben Franklin Bridge Special Lightings As part of community stewardship with regional non-profits and regional sports teams we are pleased to provide special lighting on the Benjamin Franklin Bridge for the following occasions and organizations from December 1-31, 2019.

 December 7 - Red/White/Blue for Pearl Harbor Day  December 23 - Blue & White for Hanukkah  December 24-25 - Red & Green for Christmas  December 26-28 Red/Green/Yellow for Kwanzaa  December 29-30 - Blue & White for Hanukkah  December 31 - Rainbow for News Year’s Eve & Day ______

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

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PATCO

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

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Respectfully Submitted,

John T. Hanson Chief Executive Officer

REPORT OF THE CHIEF EXECUTIVE OFFICER ATTACHMENT 1 BRIDGE AND FINANCE

Activity for the Month of October 2019

Calls for Service: 8,146 Total Arrests: 199 Adults: 197Juv.: 2 CDS Arrests: 17 DWI Arrests: 25

Arrests: CBB:BFB: 60PATCO:BR 115 B:6 WWB: 18 Arrests NJ: 136Arrests PA: 63

Reportable Accidents: CBB: 2BFB: 3 PATCO:5 BRB: 4 WWB:10

Non Reportable Accidents: CBB: 1BFB: 25 PATCO:9 BRB: 3 WWB:15

Accident with Injuries: CBB: 0BFB: 1 PATCO:0 BRB: 1 WWB:2

Incident Type CBBBFB PATCO BRB WWB Total 33 MV Stop 287 503 114 370 839 2,113 26 Assist-Routine PD Backup 130 658 443 185 612 2,028 35X Motorist/Patron Aid 77 113 275 143 196 804 25 Escort 207 40 57 263 567 88X Parking Viol./Compl. 32 459 491 86 Removal 179 298 477 47 Disabled MV 42 64 3 59 138 306 91 Ped Investigation/Stop 8 235 1 244 46 Construction/Trades Backup 52 48 3 30 36 169 90 Other PD Assist 12 27 61 7 29 136 84 Check On Subject Well-being 1 12 43 7 26 89 79 Roadway Hazard/Station Hazard 9 25 1 12 19 66 25T Fare Problem 56 1 57 90M OPDA Medical 1 40 41 17P Permit Premises Entry 1 32 1 5 39 12 Suspicious Person/Activity/Event 3 7 20 3 4 37 25EZ Easy Pass Redirect 2 3 1 30 36 25x Insufficient Funds 12 1 22 35 29 Alarm Activation 4 29 33 33C CV Stop 6 24 30 38 Transport Courtesy 1 3 17 4 25 341F Property Found 25 25 56 Med Emerg/Injury Report 3 15 1 1 20 17X Open/Secured Property 15 3 1 19 8 911 Hang Up/Mis-Dial 2 6 9 17 78X Toll Evasion/TOS 2 10 4 16 71 Fight/Disturbance 2 12 1 15 91R Ped in Road/Tolls 3 5 3 11 Activity for the Month of October 2019

Calls for Service: 8,146 Total Arrests: 199 Adults: 197Juv.: 2 CDS Arrests: 17 DWI Arrests: 25

Arrests: CBB:BFB: 60PATCO:BR 115 B:6 WWB: 18 Arrests NJ: 136Arrests PA: 63

Reportable Accidents: CBB: 2BFB: 3 PATCO:5 BRB: 4 WWB:10

Non Reportable Accidents: CBB: 1BFB: 25 PATCO:9 BRB: 3 WWB:15

Accident with Injuries: CBB: 0BFB: 1 PATCO:0 BRB: 1 WWB:2

Incident Type CBBBFB PATCO BRB WWB Total 70 Animal Complaint 2 3 3 3 11 101 BOLO 2 4 2 2 1 11 98 Panhandling/Soliciting 1 9 10 64 Larceny/Theft 1 8 9 52 Erratic Driver/Unfit Motorist 4 3 2 9 78 Toll Dispute 1 5 1 1 8 97 Traffic Pattern Adjust 6 1 7 310 Bridge Damage/PATCO Damage 1 1 2 1 1 6 81 General Complaint 1 5 6 65 Vandalism/Criminal Mischief 1 4 1 6 341L Property Lost 1 5 6 12U Unattended Package 6 6 87 Trespassing 1 2 1 1 5 83 Counterfeit 2 1 1 4 77 Domestic 1 2 1 4 74 Suicide Attempt 3 1 4 67 EDP (Emotionally Disturbed Person) 1 3 4 34 Suspicious Vehicle 4 4 20 Stolen/Recovered Vehicle 1 3 4 96 Slow Traffic 1 2 3 79X Debris Strike 1 1 1 3 65X Lewdness 1 2 3 212 Employe Injury 1 1 1 3 14 Intoxicated Subject 3 3 TRN Train Problem Equipment/Mechanical 2 2 90A ALCO OPDA 2 2 69 Juvenile Complaint 2 2 56X Drug Overdose 2 2 Activity for the Month of October 2019

Calls for Service: 8,146 Total Arrests: 199 Adults: 197Juv.: 2 CDS Arrests: 17 DWI Arrests: 25

Arrests: CBB:BFB: 60PATCO:BR 115 B:6 WWB: 18 Arrests NJ: 136Arrests PA: 63

Reportable Accidents: CBB: 2BFB: 3 PATCO:5 BRB: 4 WWB:10

Non Reportable Accidents: CBB: 1BFB: 25 PATCO:9 BRB: 3 WWB:15

Accident with Injuries: CBB: 0BFB: 1 PATCO:0 BRB: 1 WWB:2

Incident Type CBBBFB PATCO BRB WWB Total 48 Minor Incident 2 2 313 Complaint Against Police 2 2 29E Elevator Alarm 2 2 11 Fire 1 1 2 101S BOLO Suicidal 1 1 2 TRK Track Problem Equipment/Mechanical 1 1 76 Missing Person 1 1 71X Harassment/Threats 1 1 65U Urinating/Defecating 1 1 56S Slip/Fall 1 1 53 Abandoned Vehicle 1 1 25R Revenue Escort 11 FINANCE

REVENUE AUDIT

Reported traffic and revenue for all four DRPA bridges for the month of September 2019:

2018 2019 Cash Revenue $7,719,363.33 $7,613,737.31 ETC Revenue $19,872,103.21 $20,483,980.46 Total Revenue $27,591,466.54 $28,097,717.77 Non ETC Traffic 1,441,750 1,420,793 ETC Traffic 2,996,712 3,103,383 Total Traffic 4,438,462 4,524,176 DELAWARE RIVER PORT AUTHORITY Attachment 1 TRAFFIC & BRIDGE TOLL FIGURES FOR THE PERIODS INDICATED

MONTH OF SEPTEMBER TRAFFIC BRIDGE TOLLS -----2019------2018----- INC/(DEC) INC/(DEC) TRAFFIC TOLLS TRAFFIC TOLLS % AMOUNT % AMOUNT BEN FRANKLIN 1,628,547 $9,098,196.86 1,495,999 $8,337,978.82 8.86 132,548 9.12 $760,218.04 WALT WHITMAN 1,712,851 10,614,670.41 1,727,202 10,677,438.96 -0.83 (14,351) -0.59 (62,768.55) COMMODORE BARRY 639,909 4,901,482.56 637,230 4,866,131.20 0.42 2,679 0.73 35,351.36 BETSY ROSS 542,869 3,483,467.00 578,031 3,710,089.56 -6.08 (35,162) -6.11 (226,622.56) 4,524,176 $28,097,816.83 4,438,462 $27,591,638.54 1.93 85,714 1.83 $506,178.29

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YEAR TO DATE TRAFFIC BRIDGE TOLLS 1/1/19 TO 9/30/19 1/1/18 TO 9/30/18 INC/(DEC) INC/(DEC) TRAFFIC TOLLS TRAFFIC TOLLS % AMOUNT % AMOUNT BEN FRANKLIN 14,371,341 $80,450,575.44 14,094,522 $78,975,361.18 1.96 276,819 1.87 $1,475,214.26 WALT WHITMAN 15,250,355 95,225,036.59 15,201,039 95,116,884.81 0.32 49,316 0.11 108,151.78 COMMODORE BARRY 5,511,006 42,945,558.02 5,661,310 44,054,393.77 -2.65 (150,304) -2.52 (1,108,835.75) BETSY ROSS 4,876,486 31,464,893.37 5,309,286 34,520,292.06 -8.15 (432,800) -8.85 (3,055,398.69) TOTALS 40,009,188 $250,086,063.42 40,266,157 $252,666,931.82 -0.64 (256,969) -1.02 ($2,580,868.40)

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

Distribution: John Hanson Jim White

REPORT OF THE CHIEF EXECUTIVE OFFICER ATTACHMENT 2 PERSONNEL ACTIONS DELAWARE RIVER PORT AUTHORITY ACTIONS OF THE CHIEF EXECUTIVE OFFICER COMMISSION MEETING DECEMBER 11, 2019 ARTICLE XII-A ATTACHMENT 2

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

APPOINTMENTS

Michael J. Budden Electrical Technician 11/04/2019 NJ Operations Division Electrical (WWB)

Lucas X. Troncone Toll Collector 11/18/2019 NJ Operations Division Bridge/Toll (CBB)

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION

John R. Liccketto From: Maintenance Technician To: Acting Maintenance NJ Operations Division Foreman Maintenance (WWB) Operations Division Maintenance (WWB) Eff: 11/02/2019 to 11/22/2019

Thomas M. Lofaro From: Plaza Supervisor To: Acting Toll Manager - PA Operations Division WWB & CBB Bridge/Toll (WWB) Operations Division Bridge/Toll Administration (WWB & CBB) Eff: 11/04/2019 to 11/08/2019

Ronald J. Midili From: Revenue Operations To: Acting Revenue Operations NJ Clerk Assessor - ETC Operations Division Operations Division Revenue Operations (BFB) Revenue Operations (BFB) Eff: 11/12/2019 to 11/13/2019 (2 days only)

Michael A. DiGiamberardino From: Sr. Reproduction To: Acting Supervisor, Printing NJ Technician Services Administration Division Administration Division Printing Services (BFB) Printing Services (BFB ) Eff: 11/20/2019 (1 day only) Actions of the Chief Executive Officer Commission Meeting of 12/11/2019 Page 2 of 3

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION - Continued

Jhmal K. Haseen From: Highway Foreman To: Acting Maintenance DE Operations Division Foreman Highway (BFB) Operations Division Maintenance (BFB) Eff: 11/23/2019 to 01/17/2020

John J. Rachuba From: Highway Foreman To: Acting Construction & PA Operations Division Maintenance Manager Highway (BRB) Operations Division Bridge Director’s Office (BRB) Eff: 11/23/2019 to 11/29/2019

Joseph A. Zaugg From: Maintenance Technician To: Acting Maintenance NJ Operations Division Foreman Maintenance (BFB) Operations Division Maintenance (BFB) Eff: 11/23/2019 to 01/03/2020

Renee M. Nelson From: Highway Foreman To: Acting Maintenance NJ Operations Division Foreman Highway (CBB) Operations Division Maintenance (CBB) Eff: 11/27/2019 (1 day only)

Michael A. DiGiamberardino From: Sr. Reproduction To: Acting Supervisor, Printing NJ Technician Services Administration Division Administration Division Printing Services (BFB) Printing Services (BFB ) Eff: 11/29/2019 (1 day only)

Amy L. Ash From: Manager, Contract To: Acting Director, NJ Administration Procurement Executive Division Executive Division Contract Administration (OPC) Purchasing (OPC) Eff: 11/30/2019 to 12/06/2019

Carlton W. Hewitt From: C&M Mechanic To: Acting Highway Foreman NJ Operations Division Operations Division Highway (BRB) Highway (BRB) Eff: 11/30/2019 to 12/10/2019

John J. Rachuba From: Highway Foreman To: Acting Maintenance PA Operations Division Foreman Highway (BRB) Operations Division Maintenance (BRB) Eff: 11/30/2019 to 12/10/2019 Actions of the Chief Executive Officer Commission Meeting of 12/11/2019 Page 3 of 3

PROMOTIONS Angela M. Crespo From: Toll Collector To: Plaza Supervisor NJ Operations Division Operations Division Bridge/Toll (BFB) Bridge/Toll (BFB) Eff: 11/09/2019

Dawn L. Wallace From: Toll Collector To: Plaza Supervisor NJ Operations Division Operations Division Bridge/Toll (BFB) Bridge/Toll (WWB) Eff: 11/09/2019

John A. Checchio From: C&M Mechanic To: HVAC Technician NJ Operations Division Operations Division Highway (CBB) Controls (BRB) Eff: 11/16/2019

Ryan T. Weis From: C&M Mechanic To: Highway Foreman NJ Operations Division Operations Division Highway (WWB) Highway (WWB) Eff: 11/23/2019

INTERAGENCY PROMOTION to PATCO - from DRPA

Adam R. Jacurak From: Senior Engineer To: Director, Track & Facilities NJ Executive Division Patco Engineering (Construction & Way & Power Administration Maintenance) (OPC) (Director’s Office - Track & Facilities) Eff: 11/02/2019

TITLE CHANGE - None INTERAGENCY PROMOTION to DRPA - from PATCO - None INTERAGENCY TRANSFERS to PATCO - from DRPA - None INTERAGENCY TRANSFERS to DRPA - from PATCO - None TRANSFERS - DEPARTMENTAL - None RETIREMENTS

Charles A. Friars Maintenance Technician 11/01/2019 NJ Operations Division Maintenance (BFB) RESIGNATIONS - None END OF TEMPORARY ASSIGNMENT – None DECEASED - None

REPORT OF THE CHIEF EXECUTIVE OFFICER ATTACHMENT 3 CONTRACTS AND PURCHASES

ATTACHMENT 3

MONTHLY REPORT GENERAL PROCUREMENT ACTIVITY

During the month of November there were 66 Purchase Orders awarded totaling $1,125,723.53.

Approximately 19.20% or $216,123.53 of the monthly dollar total was made available to MBE’s and WBE’s, representing 27.27% or 18 of the monthly total number of Purchase Orders.

Of the total monthly procurement available to MBE’s and WBE’s, approximately 7.94% or $17,154.52 was awarded to MBE’s and approximately 4.46% or $9,636.96 was awarded to WBE’s.

Of the total number of Purchase Orders available to MBE’s and WBE’s, approximately 33.33% or 6 Purchase Orders were awarded to MBE’s and approximately 50.00% or 9 Purchase Orders were awarded to WBE’s.

Page 1 SCHEDULE 1 ARTICLE XII-C, SECTION 5 SUMMARY OF AUTHORIZED CONTRACT AND ENGINEERING PAYMENTS BRIDGES AND PATCO SYSTEM December 11, 2019

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

Brinckerhoff Environmental Services, Inc. (DRPA-15-147) Remedial Investigation of Gateway Properties $ 1,860,944 98.1% $ 1,825,034 $ 85,362 $ 1,731,930 48 $ 7,742

HNTB Corporation (Emergency) PATCO Broken Rail Inspection & Testing 150,000 64.2% 96,250 0 71,921 3 24,330

STV Inc. (DRPA-17-066) BRB Painting - Phase 1 - Design 2,524,173 54.6% 1,378,413 82,249 1,237,782 22 - 23 58,383

A.P. Construction, Inc. (DRPA-17-092) CBB Elevator Replacement at Piers E1 & W1 3,999,995 69.7% 2,788,395 278,840 2,057,243 8 452,313

Burns Engineering, Inc. (PATCO-17-011) CMS for PATCO Installation of Elevators at Remaining Stations 3,998,504 38.6% 1,542,128 154,086 1,167,960 23 - 26 220,082 (DRPA-17-069) PATCO Re-Opening Franklin Square Station - Design 2,087,352 69.0% 1,439,292 137,530 1,064,396 19 - 20 237,366 (DRPA-19-021) PATCO Lindenwold Shop & Office Improvements 759,891 9.0% 68,308 6,772 43,539 3 17,997 (DRPA-19-063) PATCO Station Roof Replacements 386,435 6.9% 26,757 2,662 1,712 2 22,383

AECOM (DRPA-13-001) PATCO Right of Way Embankment - Phase 5 610,096 87.6% 534,361 723 525,528 41 - 42 8,110 (DRPA-13-003) CBB Painting - Design Services 1,035,472 99.0% 1,024,757 76,872 923,218 34 - 35 24,667 (DRPA-15-146) Maintenance Painting & Steel Repairs 1,010,128 81.1% 819,314 13,910 788,174 34 17,230 (DRPA-17-005) WWB Corridor Rehabilitation 3,621,301 97.0% 3,512,109 238,904 3,259,271 19 - 20 13,934 (DRPA-17-067) BFB Main Cable Dehumidification - Construction Monitoring 2,065,270 4.1% 83,997 7,635 75,275 10 1,087 (DRPA-18-029) PATCO Woodcrest Platform Rehabilitation - Design 1,056,730 85.7% 906,040 64,012 807,352 14 34,676

Remington & Vernick Engineers, Inc. (DRPA-18-027) PATCO Woodcrest Parking Lot Rehabilitation - CMS 742,442 91.7% 681,188 0 663,718 10 17,470 (DRPA-18-048) CBB Elevator Replacement at Piers E1 & W1 - CMS 1,199,430 45.5% 546,118 0 479,938 9 66,181

Johnson, Mirmiran & Thompson (DRPA-17-056) BFB South Walkway Bicycle & Pedestrian Ramp - CMS 1,273,000 98.3% 1,250,902 107,446 1,136,380 23 7,077

Corcon, Inc. (DRPA-18-010) CBB Painting - Phase 2 PA Approach Spans 18,086,200 95.9% 17,342,450 1,300,684 15,111,142 15 930,624

Arora (DRPA-18-030) PATCO Lindenwold Fire Protection - Design 390,000 32.0% 124,768 12,447 111,830 14 491

Cherry, Weber & Associates (DRPA-17-028) BRB NJ Route 90 Resurfacing Design 1,075,978 97.5% 1,049,535 45,690 1,001,483 22 2,362

KS Engineers, P.C. (DRPA-16-087) CBB Painting - Phase 2 CM Services 2,549,736 68.7% 1,750,888 117,404 1,542,758 19 90,725

Vitetta Architects & Engineers (DRPA-18-002) BFB Masonry Rehabilitation - Design 1,180,000 65.9% 777,150 30,669 709,898 19 36,583

Program Management General Engineering Contracts (DRPA-17-093) General Engineering Contracts 10,000,000 27.1% 2,709,648 0 2,605,800 Various 103,848

Total Contract and Engineering Payments $ 2,395,659

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

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

Purchase Order 4500012073, Shi International Corp. Somerset, NJ. Purchase Contract for Modems. Contract Value: $12,478.80. (Low Bid of 2, 5 Vendors Solicited).

Purchase Order 4500012146, E.J. Ward, Inc. San Antonio, TX. Purchase Contract for Annual Call Center Support Fee, Hardware, Service and Parts. Contract Value: $11,250.00. (Sole Source).

Purchase Order 4500012174, PCMG, Inc. Herdon, VA. Purchase Contract for Subscription Renewal for AutoCAD and Specialized Toolsets. Contract Value: $15,152.80. (Low Bid of 2, 5 Vendors Solicited).

Re: Article XII-C, Section 5

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

Contract and Engineering Payments: $2,395,659

2019 CAPITAL BUDGET

2019 Capital Budget – Realignment of Funds – From Five Year Capital Program Suspension Spans Rehabilitation BFB.01910 to Five Year Capital Program – OPC Training Center OTR.02009. This Funding Will be used for the Design and Construction of a Computer Training Room on the First Floor of OPC to be used for SAP Enhanced and Other Initiatives. Budget Amount: $50,000.00.

2019 Capital Budget – Realignment of Funds – From Schedule T: Technology Projects and Equipment – Data Center UPS and PDU Replacement SCT.18002 to Schedule T: Technology Projects and Equipment – Network Storage SCT.19012. This Funding Will be used to Add Storage Capacity for Area Network. Budget Amount: $70,158.68.

December 11, 2019 1

REPORT OF THE CHIEF EXECUTIVE OFFICER ATTACHMENT 4 EEO REPORT

DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

1 Chief Executive Officer 1 2 Chief Administrative Officer 1 3 Chief Engineer 1 4 Chief Financial Officer 1 5 Chief Operating Officer 1 6 Deputy Chief Executive Officer 1 7 Deputy General Counsel 1 1 8 General Counsel/Corporate Secretary 1 9 Inspector General 1

1 Bridge Directors 2 1 2 Captain of Police 2 1 3 Director, Corporate Communications & Community Relations 0 4 Director, Finance 1 5 Director, Fleet Management 1 6 Director, Government Relations 1 7 Director, Homeland Security & Emergency Management 1 8 Director, Human Resource Services 1 9 Director, Information Services 1 10 Director, Procurement 1 11 Director, Risk Management 1 12 Director, Strategic Initiatives 1 13 Engineering Program Manager 1 14 Manager, Construction & Maintenance 1 15 Manager, Planning & Design 0 16 Police Chief 1

1 Construction & Maintenance Manager 1 2 1 2 Fleet Shop Manager 1 3 Manager, Accounting 1 4 Manager, Budget/Financial Analysis 1 5 Manager, Capital Grants 1 6 Manager, Community Relations 1 7 Manager, Contract Administration 1 8 Manager, Corporate Communications 1

As of NOVEMBER 30, 2019 Page 1 of 7 Prepared: NOVEMBER 29, 2019 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

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

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

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

OFFICIALS & ADMINISTRATORS (Total By State) 4 54 23

TOTAL OFFICIALS & ADMINISTRATORS 81

1 Lieutenant of Police 3 2

As of NOVEMBER 30, 2019 Page 2 of 7 Prepared: NOVEMBER 29, 2019 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

1 Plaza Supervisor 14 11

1 Administrative Coordinator 1 12 10 2 C&M Technical Assistant 2 3 Digital Communications Specialist 1 1 4 EEO Specialist 1 5 Grants Specialist 0 6 Graphic Design Administrator 1 7 HRIS Specialist 1 8 HRS Specialist 1 1 9 Management Analyst 1 10 Project Analyst 1 11 Purchasing Specialist 4 12 Sr. Reproduction Technician 1

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

As of NOVEMBER 30, 2019 Page 3 of 7 Prepared: NOVEMBER 29, 2019 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

1 Assistant General Counsel 4 2 2 Electrical Engineer 1 3 Principal Engineer 2 4 Senior Engineer 5 1

PROFESSIONALS (Total By State) 1 68 40

TOTAL PROFESSIONALS 109

1 Police Officer 3 64 25

1 Corporal of Police 10 2

1 Sergeant of Police 19 5

PROTECTIVE SERVICE WORKERS (Total By State) 3 93 32

TOTAL PROTECTIVE SERVICE WORKERS 128

1 HVAC Technician 7 2

1 Auto Technician 12 4

1 Electrical Technician 19 4

1 Construction & Maintenance Mechanic 3 27 14

As of NOVEMBER 30, 2019 Page 4 of 7 Prepared: NOVEMBER 29, 2019 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

1 Maintenance Technician 1 31 8

CRAFT WORKERS (SKILLED) (Total By State) 4 96 32

TOTAL CRAFT WORKERS (SKILLED) 132

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

TECHNICIANS (Total By State) 1 15 3

TOTAL TECHNICIANS 19

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

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

As of NOVEMBER 30, 2019 Page 5 of 7 Prepared: NOVEMBER 29, 2019 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

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

1 Revenue Auditor 1

1 Cash Assurance Auditor (formerly Revenue Auditor) 3

1 Revenue Operations Assessor ETC (formerly Revenue Auditor) 1

1 Toll Collector 33 26

1 Revenue Operations Clerk 3

ADMINISTRATIVE SUPPORT (Total By State) 1 65 41

TOTAL ADMINISTRATIVE SUPPORT 107

TOTAL EMPLOYEES BY STATE 14 391 171

TOTAL DRPA EMPLOYEES - 576 SUMMARY (Employee Class)

NON-REP 6 142 69

217

IUOE 4 141 66

211

As of NOVEMBER 30, 2019 Page 6 of 7 Prepared: NOVEMBER 29, 2019 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

IBEW 1 15 4

20

FOP 3 93 32

128

As of NOVEMBER 30, 2019 Page 7 of 7 Prepared: NOVEMBER 29, 2019 PATCO EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

1 General Manager 1 2 Assistant General Manager 1

1 Director, Equipment 1 2 Director, Fare Collection Operations 1 3 Director, Finance 1 4 Director, Safety Services 1 5 Director, Transit Services 1 6 Director, Way & Power 1 7 Director, Track & Facilities 1 8 Technical Supervisor, Administration/Projects 1 9 Manager, Power, Signals & Communications 1

1 Technical Supervisor, Transit Services 1 2 Manager, Mechanical & Custodial 1 3 Manager, Passenger Services 1 4 Manager, Track & Signals 1 5 Manager, Track, Structures & Mechanical 1 6 Supervising Dispatcher 2 0 7 Manager, Electrical & Electronics 0 8 Manager, Fare Collection 1 9 Technical Supervisor, Civil & Mechanical Systems 0 10 Technical Supervisor, Equipment 0

1 Dispatcher 5 1 2 Dispatcher Trainee 1 3 3 Electrical Foreman 5 4 Fare Collection Foreman 0

As of NOVEMBER 30, 2019 Page 1 of 5 Prepared: NOVEMBER 29, 2019 PATCO EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

5 Mechanical Foreman 1 1 6 Senior Accountant 3 7 Track Foreman 2 1 8 Purchasing Agent 1 9 Maintenance Foreman 1 10 Custodial Foreman 1 11 Fleet Foreman 1

1 Payroll Administrator 1 2 Money Room Supervisor 1 3 Supervisor, Transit Services 4 4 Supervisor/Traffic Analyst 5 3 5 Supervisor, Storeroom 1 6 Station Supervisor 8 2

OFFICIALS & ADMINISTRATORS (Total By State) 0 56 15

TOTAL OFFICIALS & ADMINISTRATORS 71

1 Administrative Coordinator 3 (to the GM) 1 2 Administrative Coordinator 7 3 Purchasing Specialist 3

1 Project Manager, Technical 1 2 Fare Collection Systems Analyst 1 3 Safety Specialist 2

As of NOVEMBER 30, 2019 Page 2 of 5 Prepared: NOVEMBER 29, 2019 PATCO EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

PROFESSIONALS (Total By State) 0 14 1

TOTAL PROFESSIONALS 15

1 Train Operator 39 18

PARAPROFESSIONALS (Total By State) 0 39 18

TOTAL PARAPROFESSIONALS 57

1 Custodian 19 16 2 Revenue Collector 2

SERVICE MAINTENANCE (Total By State) 0 21 16

TOTAL SERVICE MAINTENANCE 37

1 Storekeeper 4 1 2 Accounting Clerk 2 3 Payroll Clerk 1 4 Purchasing Clerk 5 Customer Service Agent/Traffic Checker 4 2 6 Data Entry Clerk 1 7 Temporary With Benefits (Mailroom) 0

As of NOVEMBER 30, 2019 Page 3 of 5 Prepared: NOVEMBER 29, 2019 PATCO EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

ADMINISTRATIVE SUPPORT (Total By State) 0 11 4

TOTAL ADMINISTRATIVE SUPPORT 15

1 Electronic Technician 1 16 3 2 Machinist 1/C 2 3 Machinist 1/C Tool Maker 1 4 Maintenance Mechanic 1/C 3 5 Mechanical & Structural Technician 13 6 Maintainer (Way & Power) 24 4 7 Maintainer Apprentice (Way & Power) 0 8 Equipment Electrician 2 3 9 Equipment Electrician A/C 6 10 Machine Operator 1/C 4 11 Equipment Mechanic 1 19 12 Fare Collection Repairman 2 1 13 Grounds Keeper 2 14 Car Monitoring & Diagnostic System Technician 2 15 Track Mechanic 1 13 7 16 Welder 1

CRAFT WORKERS (SKILLED) (Total By State) 3 110 18

TOTAL CRAFT WORKERS (SKILLED) 131

TOTAL EMPLOYEES BY STATE 3 251 72

TOTAL PATCO EMPLOYEES 326

As of NOVEMBER 30, 2019 Page 4 of 5 Prepared: NOVEMBER 29, 2019 PATCO EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

SUMMARY (Employee Class)

NON-REP 0 81 20

101

TEAMSTERS 3 170 52

225

As of NOVEMBER 30, 2019 Page 5 of 5 Prepared: NOVEMBER 29, 2019

REPORT OF THE CHIEF EXECUTIVE OFFICER ATTACHMENT 5 LEGAL STATISTICS REPORT

Matter count report by Matter Sub-Type

Date Range: 11/01/2019 to 11/30/2019 On Matters, Litigation

Matter Sub-Type Opened in Range Closed in Range

Contracts/Construction 1 1 Contracts/Consulting 3 1 Contracts/Indemnification 0 1 Contracts/Insurance 5 4 Contracts/Purchase 3 3 Contracts/Real Estate ROEI 6 4 Contracts/Service 2 3 Contracts/Settlement 1 1 Employment/ADA 2 4 Employment/FMLA 10 1 Employment/Policies&Procedures 1 0 Employment/S/L Term Disability 6 0 Employment/Short Term Disabili 1 0 Employment/Workers' Comp 4 2 Financial/Research 1 1 Financial/Taxes 1 0 Permits/Licenses/Application 1 0 Personal Inj/Accidental NonS&F 1 0 Personal Inj/Motor Vehicle 1 0 Personal Inj/Slip and Fall 2 0

Galexy Tue Dec 03 16:20:15 Page 1 of 2 Matter Sub-Type Opened in Range Closed in Range

Property Damage/Bridges 1 8 Property Damage/Facilities 1 0 Property Damage/Vehicle 2 0 Real Estate/Zoning 1 0 Right to Know/Records Review 2 1 Subpoena/Testimony 1 0 26 Items 60 35

Galexy Tue Dec 03 16:20:15 Page 2 of 2

CFO REPORT

Report of the Chief Financial Officer

December 13, 2019 Delaware River Port Authority Of Pennsylvania and New Jersey One Port Center 2 Riverside Drive Camden, New Jersey 08101-1949

Re: FINANCIAL SUMMARY Commissioners: The following descriptive financial summary is based on a revised unaudited financial summary dated December 4th, which updates certain information which was not available in the November 26th summary presented to the Finance Committee on November 27th.

DRPA Traffic and Toll Revenues

Thus far YTD traffic, and toll revenue numbers continue to be lower than projected in the traffic study (these projections anticipated a 0.8% increase in both traffic, and revenue for 2019.) September 2019 YTD Audited Traffic and Toll Revenues - Key statistics:

1. While September YTD 2019 figures reflect a decrease of 257K vehicles, or a 0.64% decrease vs. 2018 actuals, for the month, traffic was higher by 85K vehicles vs. 2018. This is the first monthly increase in the past six (6) months.

2. Audited YTD September toll revenues of $250.1 million were down $2.6 million versus the previous year total of $252.7 million, or a 1.02% decrease. The drop off in revenue is attributable to the aforementioned decrease in traffic. One positive news item is that YTD revenues improved by $506K, which reduced the YTD decrease by 16.4%

3. Most of this decrease in both YTD traffic, and revenues is attributable to traffic declines at our outer bridges. Thus far in 2019, the Betsy Ross (BRB), and the Commodore Barry (CBB) bridges have experienced traffic reductions of 433K (down 8.85%) and 150K (down 2.65%), respectively vs. 2018. (Note: The downward trend in BRB traffic began in October of 2018, whereas the traffic decline at CBB began in February of this year. (The reduction in traffic appears to be largely related to construction projects.) During September, traffic at the CBB was slightly positive, while the decrease in traffic on the Betsy Ross was less severe than previous months.

1 The combined impact of lower traffic at BRB, and CBB has produced a 2019 YTD reduction of $4.16 million in toll revenues vs. 2018. Fortunately, both the BFB and WWB have experienced slight traffic volume increases resulting in a gain in revenue of $1.58 million, which has partially offset the BRB and CBB decreases.

2019 DRPA September YTD Traffic and Revenues vs. 2019 Budget:

September YTD traffic, and toll revenues were down from August YTD figures:

1. YTD traffic through September is still below budgeted numbers. YTD traffic is below budget by 358K vehicles, or down by 0.89%, which is down from August YTD figures (which showed a decrease of 0.97%).

2. September 2019 toll revenues are also under budget by $2.3 million, or down by 0.93%. (By way of comparison, during 2018, both traffic, and toll revenues exceeded budget by 1.63% and 1.20%, respectively.)

2019 Unaudited YTD Traffic thru November 2019:

While unaudited YTD traffic figures, for the period thru November`2019, are down by 0.25% vs. 2018, the numbers are a slight improvement vs. October YTD numbers (down 0.31%). November traffic volume appears to have increased by 0.4% vs. 2018 figures, the third positive traffic month since March. (During the period April through August, monthly unaudited traffic has been down between 0.5% to 2.6%, with September thru November showing small increases.)

PATCO Ridership and Net Revenues Unaudited PATCO ridership, and revenues continue a very positive trend through September. 2019 Ridership/Net Passenger YTD Revenues (thru September 2019): 1. Total ridership YTD was 8.3 million riders, which translates into $20.3 million in net passenger revenues. 2019 YTD ridership vs. 2018 is up by 256K passengers or a 3.87% increase.

2. Net passenger revenues of $20.3 million are up $757K vs. 2018 numbers, a 3.19% increase. 2019 Ridership Actuals vs. Budget (thru September): 1. PATCO ridership remains over budget, with 441K passengers above budget, a 5.63% increase.

2. Net passenger fare revenues were $1.17 million ahead of budget, up 6.13%.

2 2019 Ridership Actuals vs. Budget (thru October): The positive ridership numbers for PATCO have continued into October. YTD ridership for October is up 3.06%, or 277K riders, above 2018. Ridership thru October is 512,700 riders higher than budget, a 5.82% increase. If present trends continue, PATCO ridership for 2019 may surpass 11 million riders, which would be the highest ridership level since 1994.

BUDGET VS. ACTUAL EXPENSES (unaudited)

Unaudited combined expenses for DRPA/PATCO thru September were $115.4 million, against a budget of $123.7 million. Combined DRPA/PATCO budgets are 6.73%, or $8.3 million below budget through September. The under budget numbers are primarily attributable to lower expenses for contractual/professional services, data processing, repairs at the DRPA, and lower payroll/ESE expenses at DRPA, and PATCO. (During 2018, we were 7.16% under budget at this stage.)

2019 CAPITAL PLAN FUNDING (General Fund and Bond Project Funds)

We began year 2019 with the General Fund at approximately $263 million, and with $290 million in a new bond project fund, or a total of roughly $553 million available to fund the 2019 5-year capital plan.

1. Capital expenditures during the month of November, of $2.8 million were significantly below October’s total of roughly $14.5 million.

Through October, capital expenditures are approximately $40 million below 2018 YTD spending levels.

2. The combined balance of the bond project fund, and GF now totals $556.7 million, which is $7.4 million higher than last month, and slightly higher than this year’s beginning balance. Key factors for this increase: the reduced capital spending in November and a GF contribution of $8.8 million. I expect the combined balance of the General Fund, and bond project fund to exceed the $540 million level.

3 FINANCE COMMITTEE/BOARD ACTIONS

1. Bond Indenture Certification- Section 5.09, Net Revenue Requirement - Each year, as required by our Bond Indentures, the Authority must demonstrate that its Net Revenues will equal, or exceed the net revenue requirement, based on a calculation, which includes the total annual debt service, on our revenue bonds, for the year (approx. $115.2 million.) We forwarded a certificate to our bond trustee, passed at November’s Board meeting, which indicates that the Authority will exceed the net revenue requirement by over $96.7 million.

2. 2020 DRPA/PATCO Operating and Bond Trustee “Annual Budgets”– Five (5) Summary Statement and Resolutions were presented, and approved by the Finance Committee at the November 27th meeting. These resolutions are included in this month’s Board packet and summarized below.

The overall Authority budget totals $307.7 million, an increase of $6.2 million, or a 2.07% increase.

a. DRPA 19-141 (DRPA Operating Budget) – budgeted operating expenses of $108.4 million, or a $2.6 million increase from 2019. This represents an increase of 2.65%. Estimated Authority revenues total $352.9 million, a $0.8 million, or 0.23% increase.

b. PATCO 19-033 (PATCO Operating Budget) – PATCO’s operating budget increased by $1.6 million, a 2.65% increase, to toil $60.5 million. PATCO revenues are budgeted to total $28.3 million.

c. Indenture, or Bond Trustee Annual Budgets –total budgeted expenditures, including the bi-ennial inspection, operating leases, debt service on our revenue, and port district bonds (roughly $132.1 million), and non- recurring expenses and management studies to total $138.8 million. These budgets must be forwarded to the bond trustee by December 31 of each year.

i. DRPA 19-142 (5.15 Net Revenue Budget) – includes a calculation which must demonstrate that net revenues of the Authority, will equal, or exceed the net revenue requirement (debt service plus PATCO subsidy) for 2020 – Based on the calculation the Authority’s net revenues of $233.8 million will exceed the net revenue requirement of $153.4 million by $80.4 million.

ii. DRPA 19-143, and 144 (5.07 Annual Budgets 1999 and 2012 PDP bonds) – Each budget, totaling $54.4 million, reflects General Fund expenditures (including the debt service on the Port District Project 4 bonds, the PATCO net subsidy, and other General Fund expenditures).

Total Authority (DRPA and PATCO) revenues of $381.1 million support the total overall Authority budget of $307.7 million, resulting in an estimated $73.4 million annual contribution to the General Fund. These funds, combined with existing General Fund, and bond project funds, will fund the majority of the 2020 5-year capital program.

Respectfully submitted,

James M. White, Jr. CFO/Treasurer

5 CONSULTATIVE AND DELIBERATIVE WORKPAPERS DRPA/PATCO UNAUDITED FINANCIAL SUMMARY December 3, 2019

DRPA TRAFFIC / PATCO RIDERSHIP AND REVENUE YEAR-TO-YEAR COMPARISON 2018 vs. 2019 YTD thru 9/30/19 2018 Actual 2019 Actual Year-to-Year Change % Change DRPA Traffic 40,266,157 40,009,188 (256,969) (0.64%) DRPA Toll Revenues $252,666,932 $250,086,063 ($2,580,868) (1.02%) Average Toll $6.2749 $6.2507 ($0.0242) (0.39%) Note: Snow impacted February 2016 DRPA Traffic Increase (Decrease) from prior month 85,714 DRPA Revenue Increase (Decrease) from prior month $506,178

2018 vs. 2019 YTD thru 9/30/19 2018 Actual 2019 Actual Year-to-Year Change % Change PATCO Ridership 8,033,230 8,289,266 256,036 3.19% PATCO Net Passenger Revenues $19,570,573 $20,327,864 $757,291 3.87% Average Fare $2.4362 $2.4523 $0.0161 0.66%

PATCO Ridership Increase (Decrease) from prior month 70,246 PATCO Revenue Increase (Decrease) from prior month $126,240

BUDGET VS. ACTUAL 2019 YTD thru 9/30/19 2019 Budget (9 mo) 2019 Actual (9 mo) (Under) / Over Budget % (Under) / Over Budget DRPA Traffic 40,367,676 40,009,188 (358,488) (0.89%) DRPA Toll Revenues $252,423,035 $250,086,063 ($2,336,972) (0.93%) DRPA Traffic Increase (Decrease) from prior month (10,918) DRPA Revenue Increase (Decrease) from prior month ($137,158)

Frequent Bridge Traveler Credit $1,320,535 $1,348,578 $28,043 2.12%

Delayed Transaction (Net) Revenue $1,886,479 $1,561,849 ($324,630) (17.21%) # of Transactions Reviewed: 739,080 YTD 2019 # of Transactions Reviewed: 3,293,743 since 5/2016

2019 YTD thru 9/30/19 2019 Budget (9 mo) 2019 YTD Actual (9 mo) (Under) / Over Budget % (Under) / Over Budget PATCO Ridership 7,847,775 8,289,266 441,491 5.63% PATCO Net Passenger Revenues $19,152,911 $20,327,864 $1,174,953 6.13%

PATCO Ridership Increase (Decrease) from prior month 76,157 PATCO Revenue Increase (Decrease) from prior month $174,353

OPERATING EXPENSES - YTD September 30, 2019 BUDGET VS. ACTUAL (UNAUDITED) 2019 YTD thru 9/30/19 2019 YTD Budget 2019 YTD Actual (Under) / Over Budget % (Under) / Over Budget DRPA Budget $79,525,377 $73,054,131 ($6,471,246) (8.14%) PATCO Budget $44,214,488 $42,354,872 ($1,859,616) (4.21%) Total $123,739,865 $115,409,003 ($8,330,862) (6.73%)

Change in Budget variance ($362,321) 2019 YTD thru 9/30/19 2019 YTD Budget 2019 YTD Actual (Under) / Over Budget % (Under) / Over Budget PATCO Subsidy ($23,653,805) ($20,527,158) ($3,126,647) (13.22%)

(CAPITAL) PROJECT FUND BALANCE

Balance as of 11/30/2019 $252.6 million Change in project fund balance from previous month ($3.6) million *Project fund consists of proceeds from the December 2018 Revenue Bond issuance to fund major capital projects.

ESTIMATED GENERAL FUND BALANCE Estimated Balance as of 11/30/2019 $304.0 million

Est. change in general fund balance from previous month $11.0 million Reflects balance after use of $281.6MM for defeasement of 2010D in November. In 2019 General Fund to be used to fund smaller "short-lived" 2019 capital projects.

ESTIMATED FUNDS AVAILABLE TO FUND CAPITAL PROGRAM (Total Project and General Fund Bal.) Est. Balance as of 11/30/2019 $556.7 million Estimated change from previous month $7.4 million Estimated Balance as of 12/31/2018 $552.7 million Estimated change from 12/31/2018 $4.0 million CONSULTATIVE AND DELIBERATIVE WORKPAPERS DRPA/PATCO UNAUDITED FINANCIAL SUMMARY December 3, 2019

TOTAL DRPA BOND DEBT As of 11/30/2019 (in thousands of dollars) Bond Ratings Principal Outstanding % of Total (Moody's/S&P)

Fixed Rate Bonds ###### $ 1,298,870 100.0% see below Variable Rate Bonds (LOC backed) - 0.0% Variable Rate Bonds (Direct Purchase) - 0.0% Total Debt 1,298,870$ 100.0%

Revenue Bonds $ 1,177,090 90.6% A2 positive/ A + stable Changed Nov. 16, 2018 PDP Bonds 121,780 9.4% Baa2 positive / A stable Changed Nov. 16, 2018 Total Debt $ 1,298,870 100.0%

Ratings Actions: S&P upgraded DRPA Revenue and PDP Bonds in Nov. 2013 to A and BBB positive. In December 2014, S&P affirmed these ratings. In April 2016, S&P upgraded DRPA's PDP Bond ratings from "BBB" to "A-". The Revenue Bonds were affirmed at "A", stable outlook. In August 2017 S&P reaffirmed the existing bond ratings. On Nov. 16, 2018, S&P upgraded all DRPA Revenue and PDP bonds , taking the revenues bonds to "A+" from A.and the PDP bonds fom "Baa3" to "Baa2" Moody's moved all DRPA bonds to stable outlook in Nov. 2012 and reaffirmed DRPA ratings in December 2015. In October 2017, Moody's upgraded DRPA's Revenue Bond ratings from "A3" to "A2" with a stable outlook and upgraded the PDP Bond ratings from "Baa3" to "Baa2" with a stable outlook. Moody's raised the "outlook" on all bonds, from stable to positive.

KEY 2013 - 2017 FINANCE ACTION PLAN INITIATIVES 1. LOC restructuring for 2010 Revenue Refunding Bonds closed on March 21, 2013. Three new LOC providers. LOCs fees range from 0.45% to 0.70%. 2. 2008 Revenue Bond LOCs extensions were completed on June 28. Retaining TD Bank and Bank of America with fees at 0.655% to 0.70%, respectively. 3. New Bond issue: Ratings agency (Moody's & S&P) and investor presentations completed in November. S&P Ratings increased from A- to A. 4. S&P affirms ratings December 2014. 5. Feb. 2015: Barclays agreed to extend the LOC to March 20, 2018, at a reduced facility rate of 7.5 basis points - expected $95k decrease in annual fees. 6. July: Swap Novation - UBS replaced as swap counterparty on both DRPA active swaps. TD Securities & Wells Fargo are the new counterparties (2015). 7. July: Loan Guarantee with TD Bank finalized.- $796K for 10 years. 8. July : Reinstitution of E-ZPass Commuter Discount - December 1, 2015 implementation date. 9. BNY Mellon and RBC LOCs extended to June 16 and August 1, respectively (2016). 10. In April, S&P upgraded the DRPA's PDP debt from "BBB" to A stable. S&P reaffirmed the ratings on Revenue Bonds at A, stable. 11. Reallocation of $3.5 million in unspent Ec. Development funds to help fund WWB repainting project, PATCO vulnerability study, etc. 12. Underwriter/Remarketer RFQ to establish Bond Pool in progress. Bond pool established by Board Resolution. 13. BNY Mellon LOC terminated on June 9; replaced by direct purchase variable rate loan with Wells Fargo Bank. (see above) 14. B of A and Royal Bank LOCs terminated July 25. Replaced by 2 direct purchase loans from B of A and one by TD Bank. (see above) 15. In Sept., the Board authorized staff to execute a possible advanced refunding of the 2010 and 2013 bonds, if appropriate. The authorization also permitted staff to execute prudent transaction related to DRPA swaps, including a fixed rate bond issue, if warranted. 16. 2017: DRPA has received multiple proposals from investment banks relative to refunding a portion of the 2010 D bonds. 17. 2017: DRPA completed TD Bank LOC transaction on Nov. 21, with savings of approx. $1.0 million over 5 years. 2018 ACTION PLAN INITIATIVES 1. DRPA extended Barclays LOC for 4 year term at slighly reduced LOC facility costs. 2. DRPA Board has authorized defeasement of all or portion of 2010D bonds based on market conditions 3. DRPA Board has authorized new money issuance subject to market conditions 4. DRPA assessing impact of new tax law on FRN (Floating Rate Notes) procured with 3 banks in 2016. (See principal amounts above) 5. Investment analysis of General Fund and new proposed investment guidelines to be discussed again at Finance Committee meeting in early 2019. 6. Renegotiated FRN rate with Wells Fargo. 7. November 16: 2010D Bonds Defeased in the amount of $308.4 million using $281.6 in General Funds 8. December 12: Terminated the 2000 Swaptions (Inactive) 9. December 18: Issuance of 2018 Revenue Bonds Series A $273.5 million, Revenue Refunding Bonds Series B $404.1 million, Revenue Bonds Series C $22.9 million and Terminated the remainder of the swaps. The DRPA has eliminated ALL variable rate debt, and swaps, as of 12/18/18. 2019 ACTION PLAN INITIATIVES 1. New investment policy approved by Finance and Board in Feb. Phase I of implementation: Contacted existing money managers on new policy, after veto period expired. Delaware River Port Authority

2020 Operating Budget Briefing December 2019 Overview of Presentation

• 2020 Budget Creation Process

• Overall 2020 Budget Summary: Key Highlights

• Recent Key Financial Achievements

• 2020 Major Financial Goals/Strategies

• Overview of 2020 Proposed Operating Budget – Major Revenue Assumptions – Major Expense Assumptions (Major Drivers) – Indenture/Compact Budget Assumptions

• General Fund Update 2 2020 Budget Creation Process

Zero-Based Budgeting Approach

The annual operating budget creation process covers a period from July - November, beginning with an official “budget call” memo from the CEO providing guidance on goals, and ends with presentation to Finance Committee and Board.

• Departmental Budget Requests are entered into the SAP budget module identifying requests for funding for different commitment categories. These are submitted to the Chiefs for review.

• Budget review of initial submissions: DRPA/PATCO Budget groups review non- payroll submissions for accuracy and possible areas to reduce initial requests.

3 2020 Budget Creation Process (Continued)

• Budget hearings are conducted by CEO, Strategic Initiatives, CFO and Finance staff to review budget requests and to get clarification on these requests and to discuss new and on-going initiatives.

– The budget team reviews budget vs. actual performance and compares submissions against the proposed 2020 budget

• Incorporate payroll-related expenses: Finance pulls in payroll /ESE budget and pulls together a total initial budget.

– New position requests are reviewed; – Adjust budget for timing to fill open positions (aka “tasking”)

• Final review of adjusted total overall budget with the CEO to meet target guidelines.

4 Components of the Total Authority Operating Budget

Total 2020 Authority budget increase:

2.07%

5 Components of the Total Authority Operating Budget

Indenture 1.57% DRPA 2.39% PATCO 2.65%

Total 2020 Authority budget increase: 2.07%

6 Overall Authority 2020 Budget Summary Key Highlights

Proposed 2020 Approved 2019 Budget Budget Variance $ Variance % Indenture $138,763 $136,624 $2,139 1.57% DRPA $108,418 $105,883 $2,535 2.39% PATCO $60,521 $58,960 $1,561 2.65% Total Budgets $307,702 $301,467 $6,235 2.07%

• No Toll or Fare Increase – Frequent bridge user credit program still active – Toll revenues budget-to-budget decrease of $2.9 million

• Total Overall Authority Budget increase is 2.07% or an increase of $6.2 million ($307.7 million vs. $301.5 million for 2019). “Major budget drivers”: – Salary, pension, healthcare expenses, E-ZPass Customer Service Center, SAP – Increase in biennial inspection costs ($2.6 million) – 2020 is a biennial inspection year – Reduced debt service (decrease of $1.9 million) due to 2018 bond debt restructuring

Operational surplus: projected contribution of $73.4 million to General Fund 7 Recent Key Financial Achievements

1. DRPA executed Finance Plans for past 2 - 5 years have resulted in significant reductions in debt service and related variable rate fees to the Authority.

– Defeasement of 2010 Bonds and issuance of 2018 bonds in late December 2018 resulted in debt service savings of $1.9 million for 2020 as compared against prior debt schedule.

2. Bond Ratings: No changes anticipated – On November 16, 2018, Moody’s changed the outlook on all of the Authority’s outstanding bonds, with a “positive” outlook.

– On the same day, S&P, using its new scoring criteria, upgraded all of the Authority’s revenue and PDP bonds, to “A+” and “A”, respectively.

3. “Pay-Go-Capital Fund” (established by Board resolution in 2014):

– The General Fund (GF) peaked at $600.0 million as of 12/31/17 and dropped to $262.7 million at 12/31/18, largely due to the use of GF monies to defease the 2010D revenue bonds in December 2018. A $290 million bond project fund was created with the issuance of 2018A bonds.

– The 2018A bond project fund is being used to fund long-lived capital assets, while the General Fund is being used, until project funds are exhausted, to fund smaller dollar short-lived capital projects. 8 2020 Major Financial Goals/Strategies

• Continued and increased investment in the maintenance/repair of Authority facilities (Bridges / PATCO):

– Funding the 2020 Capital Budget – will now be funded through use of both bond project funds and the General Fund.

• Cost containment of personnel and non-personnel expenditures, while funding necessary operational requirements and new initiatives

• Manage Authority’s operations, capital program, liquidity, and debt coverage ratios to maintain, or improve, investment grade bond ratings, which were changed on November 16, 2018:

– Revenue Bonds: Moody’s: A2 / positive; S&P: A+ / stable

– PDP Bonds: Moody’s: Baa2 / positive; S&P: A / stable

• General Fund Growth

– Projected annual contribution expected to be $73.4 million. General Fund will grow during 2020 since bond project funds will be used for capital expenditure funding.

9 Overview of 2020 Proposed and 2019 Approved Revenues

Proposed Approved 2020 2019 Revenues (Millions of Dollars) Budget Budget Variance $ Variance % Bridge Tolls $332,095 $335,004 ($2,909) -0.87% E-ZPass Membership Revenue $1,599 $1,617 ($17) -1.08% One Port Center $1,647 $1,630 $17 1.04% PATCO Fares / Other Revenue $28,255 $27,485 $770 2.80% Interest $14,041 $10,290 $3,751 36.45% Miscellaneous $3,501 $3,545 ($44) -1.23% Total Revenues $381,139 $379,571 $1,568 0.41%

10 Major Revenue Assumptions

• DRPA: Toll Revenues $332.1 million - $2.9 million decrease – Traffic Engineer provided projections for 2020 in the traffic study used for 2018 Bond issuance. Estimated a 0.64% increase in traffic growth or a total of 347K vehicles.

– DRPA has adjusted this forecast based on projected actual toll revenues in 2019 and has made internal reductions anticipated allowance of approximately three (3) inclement weather days (Est. $2.5 million).

• Construction projects on or near WWB, CBB, and BRB expected to impact traffic. The latter two bridges will reflect projected negative growth of approx. 2.4% and 5.0% in 2019.

– Forecast 0.87% toll revenue decrease on all bridge facilities vs. 2019 budget based on reduced traffic of 53.0 million vehicles.

• PATCO: $28.3 million - $0.8 million increase

– Ridership projected to increase by 300K to total 10.8 million passengers, a 2.86% increase from 2019 budget.

• Interest Income: $14.0 million - $3.8 million increase – General Fund principal increase in 2020 should enhance interest income. 11 – Rates somewhat unpredictable: conservative estimate. Overview of 2020 Proposed and 2019 Approved Overall Authority Budget

Proposed Approved 2020 2019 Operating Expenses (Millions of Dollars) Budget Budget Variance $ Variance % DRPA Operating Expenses $99,155 $97,088 $2,067 2.13% E-ZPass Customer Service Expense $7,457 $6,976 $480 6.88% One Port Center $1,806 $1,819 ($12) -0.67% Sub-total $108,418 $105,883 $2,535 2.39%

PATCO $60,521 $58,960 $1,561 2.65% Total Operating Expenses $168,939 $164,843 $4,096 2.48%

Proposed Approved 2020 2019 Indenture Budgets (Millions of Dollars) Budget Budget Variance $ Variance % Biennial Inspection $2,950 $340 $2,610 767.65% Operating Leases / Commitments $863 $863 $0 0.00% Sub-total $3,813 $1,203 $2,610 216.90%

Debt Service Revenue Bonds $113,294 $115,155 ($1,861) -1.62% Debt Service Port District Project Bonds $18,866 $18,866 ($0) 0.00% Management Studies $2,790 $1,400 $1,390 99.29% Sub-total $134,949 $135,420 ($471) -0.35% Total Indenture Budgets $138,763 $136,624 $2,139 1.57%

Total Budgets $307,702 $301,467 $6,235 2.07%

12 Major Expense Assumptions: 2020 Major Budget Drivers – DRPA

DRPA Operating Budget

Key major drivers impacting budget increase: Payroll, Healthcare, etc.:

� Regular salary: Increase of $0.5 million

� Pension: Increase of $0.7 million

� Overtime: Increase of $389K

� ESE (Healthcare, Insurances etc.): Increase of $341K

� E-ZPass Customer Service Center: increase of $480K (primarily attributable to increased credit card fees and changed expense allocation to individual NJ E-ZPass agencies)

� SAP: Software/hosting cost increase of $296K

13 Major Expense Assumptions: 2020 Major Budget Drivers – PATCO

PATCO Operating Budget

Major drivers include Payroll, Pension, Contractual Services, Purchased Power and SAP – related increases

� Regular Salary: increase of $0.6 million (labor contract and merit increases) � Pension: increase of $0.4 million vs. prior year budget

� Contractual Services: increase of $0.3 million (higher elevator/escalator maintenance and other) costs

� Purchased Power: increase of $85k from anticipated higher service levels

� SAP: increase of $220k related to hosting and AMS support

14 Indenture/Compact Budget Assumptions

• DRPA overall debt service $134.0 million - down $1.9 million

– Total debt outstanding in 2020 decreases by $68.3 million to $1.27 billion • Federally taxable bonds (2008C Bonds) fully repaid on January 1, along with annual amortization of 2018 B bonds (in the amount of $32.8 million)

– Port District Bond Debt Service: $18.9 million – flat

– No anticipated borrowings for new money prior to 2022

• No Variable Rate Costs (Letter of Credit/Remarketing costs) or Swap Payments: all variable rate debt eliminated in Dec. 2018.

• Management studies and other non-recurring expenses: up $1.4 million – Management audit (Compact requirement) $400K and asset management plan $800K

– SAP non-recurring capital support - $1.6 million 15 General Fund Update

In the past, the General Fund offset risks associated with the following contingencies:

1. Swap exposures: DRPA set aside funds to collateralize or terminate the 1995 and 1999 Revenue Bond swaps, if required, or if DRPA chose to do so. In December 2018 the swaps were terminated thereby eliminating this contingency amount.

2. One loan guarantee: $0.8 million maximum liability

3. $25M minimum (per occurrence) deductible on bridge property insurance

General Fund is expected to grow based on strong internal cash flows and funding of majority of capital program through bond project funds.

2020 Projected annual contribution estimated at $73.4 million

16

DRPA BOARD MINUTES

DELAWARE RIVER PORT AUTHORITY

BOARD MEETING

Camden County Boathouse One Port Center 2 Riverside Drive, 11th Fl. Board Room Wednesday, November 20, 2019

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

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

DRPA/PATCO Staff John T. Hanson, Chief Executive Officer Maria Wing, Deputy Chief Executive Officer Raymond J. Santarelli, General Counsel and Corporate Secretary Stephen Holden, Deputy General Counsel Narisa Sasitorn, Deputy General Counsel Robert Hicks, Chief Operating Officer James White, Chief Financial Officer Toni P. Brown, Chief Administrative Officer David Aubrey, Inspector General John Rink, General Manager, PATCO Michael Venuto, Chief Engineer Rohan Hepkins, Assistant General Manager, PATCO Mark Ciechon, Director of Finance, PATCO Jack Stief, Chief, Public Safety Christina Maroney, Director, Strategic Initiatives Richard Mosback, Director of Procurement DRPA/PATCO William Shanahan, Director, Government Relations Tonyelle Cook-Artis, Manager, Government Relations Page 1 of 7 DRPA/PATCO Staff (cont.) Larry Walton, Bridge Director, WWB & CBB Joseph McAroy, Bridge Director, BFB & BRB Valerie Bradford, Bridge Director, BFB & BRB Mike Williams, Director, Corporate Communications Elizabeth Saylor, Administrative Coordinator, Corporate Secretary, OGC Katherine Hilinski, Records Manager Edward Montgomery, Principal Engineer Susan Bond, Engineering Program Analyst Lennart Rustam, Engineering Program Manager Darlene Callands, Manager Community Relations Dawn Whiton, Executive Assistant of the CEO Barbara Wagner, Executive Assistant of the CEO Eulisis Delgado, PATCO Custodian

Others Present Craig Ambrose, Associate Counsel, New Jersey Governor’s Authorities Unit Alan Kessler, Esq., Duane Morris, LLP (Pennsylvania Counsel) Pete Jamison, Esq., Archer & Greiner, P.C. (New Jersey Counsel) Alan Becker, Citizens’ Advisory Committee Joseph Quigley

OPEN SESSION

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

Roll Call Chairman Boyer called the meeting to order at 9:02 a.m. and asked that the Corporate Secretary call the roll. The following Commissioners were present, constituting a quorum: Chairman Boyer, Vice Chairman Nash, Powell, Perryman, Fentress, Borski, Garganio, Murphy, Frattali, DiAntonio, Sweeney, Nelson, Lewis, and Martz.

Chairman Boyer acknowledged the Authority employees for their hard work on obtaining the $12.6 million grant for the Franklin Station Project. William Shanahan, Barbara Holcomb, Kelli McFarlane, Maria Wing, John Rink and especially the work Tonyelle K. Cook-Artis did securing the permit in the final hour so that the Authority could have the press conference to announce the grant.

Public Comment Eulisis Delgado spoke to the Commissioners requesting that DRPA and PATCO employees be afforded use of DRPA Bridges and PATCO trains at no cost for work commuting purposes. Joseph Quigley referenced a few items on the Capital Budget in regards to Renewable Energy Integration, Threat Assessment Security Enhancement, PATCO Station Enhancements, Reopening of Franklin

Page 2 of 7 Square, Lobby Interior Doors, Fleet Attenuators, Trucks and Police Vehicles. Mr. Quigley’s questions were answered by several staff members.

Report of the Chief Executive Officer CEO Hanson stated that the CEO Report stood as previously submitted.

Commissioner Fentress moved to approve the CEO’s Report and Commissioner Martz seconded the motion. All Commissioners in attendance voted to approve the CEO’s Report. The motion carried.

Report of the Chief Financial Officer CFO White stated that his report stood as previously submitted. Mr. White highlighted the wonderful work Chief Engineer Mike Venuto, Lennart Rustam and the members of the Engineering and Finance Departments did on the Capital Budget. Approval of the October 16, 2019 DRPA Board Meeting Minutes Chairman Boyer stated that the Minutes of the October 16, 2019 DRPA Board Meeting were previously provided to the Governors of New Jersey and Pennsylvania and to the DRPA Commissioners. There were no comments or corrections. Commissioner Fentress moved to approve the Minutes and Commissioner Frattali seconded the motion. All Commissioners in attendance voted in the affirmative to approve the Minutes as submitted. The motion carried.

Receipt and Filing of the Previously Approved List of Payments Covering the Month of October 2019 and the List of Previously Approved Purchase Orders and Contracts Covering the Month of October 2019 Chairman Boyer stated that the Monthly List of Payments covering the month of October 2019 and the Monthly List of Purchase Orders and Contracts covering the month of October 2019 were previously provided to all Commissioners. Commissioner Martz moved to receive and file the lists and Commissioner Fentress seconded the motion. There were no questions or comments. All Commissioners in attendance voted in the affirmative. The motion carried.

Approval of Operations & Maintenance Committee Meeting Minutes of November 12, 2019 Chairman Boyer stated that the Minutes of the November 12, 2019 Operations & Maintenance Committee Meeting were previously provided to all Commissioners. There were no comments or corrections. Commissioner Frattali moved to approve the Minutes and Commissioner Fentress seconded the motion. All Commissioners in attendance voted in the affirmative to approve the Minutes as submitted. The motion carried.

Adoption of Resolutions Approved by the Operations & Maintenance Committee on November 12, 2019 Chairman Boyer stated that there were nine (9) Resolutions from the November 12, 2019 Operations & Maintenance Committee Meeting for consideration:

DRPA-19-112 Contract No. BR-21-2018, Betsey Ross Bridge NJ Approach Roadway Resurfacing and Miscellaneous Repairs.

Page 3 of 7 DRPA-19-113 Construction Monitoring Services for Contract No. BR- 21-2018, Betsey Ross Bridge NJ Approach Roadway Resurfacing and Miscellaneous Repairs.

Chief Engineer Venuto presented Resolution Nos. DRPA-19-112 and DRPA-19-113. Chairman Boyer inquired whether Commissioners had any questions for staff concerning Resolution Nos. DRPA-19-112 and DRPA-19-113. There were no questions. Commissioner Fentress moved to adopt Resolution Nos. DRPA-19-112 and DRPA-19-113 and Commissioner Sweeney seconded the motion. There were no questions or comments. All Commissioners in attendance voted to approve the motion. The motion carried and the Board adopted the Resolutions.

DRPA-19-114 Contract No. WW-30-2018, Walt Whitman Bridge Anchorage Preservation.

DRPA-19-115 Construction Monitoring Services for Contract No. WW-30-2018, Walt Whitman Bridge Anchorage Preservation.

Chief Engineer Venuto presented Resolution Nos. DRPA-19-114 and DRPA-19-115. Chairman Boyer inquired whether Commissioners had any questions for staff concerning Resolution Nos. DRPA-19-114 and DRPA-19-115. There were no questions. Commissioner Frattali moved to adopt Resolution Nos. DRPA-19-114 and DRPA-19-115 and Commissioner Sweeney seconded the motion. There were no questions or comments. All Commissioners in attendance voted to approve the motion. The motion carried and the Board adopted the Resolutions.

DRPA-19-116 Contract No. PATCO-64-2018, In-Floor Train Car Hoist.

Chief Engineer Venuto presented Resolution No. DRPA-19-116. Chairman Boyer inquired whether Commissioners had any questions for staff concerning Resolution No. DRPA-19-116. There were no questions. Commissioner Powell moved to adopt Resolution No. DRPA-19-116 and Commissioner Frattali seconded the motion. There were no questions or comments. All Commissioners in attendance voted to approve the motion. The motion carried and the Board adopted the Resolution.

DRPA-19-117 Authorization to Negotiate Reimbursement Agreement between Delaware River Port Authority and Delaware River Waterfront Commission (DRWC) for Pennsylvania Tram Tower Foundation.

Chief Engineer Venuto presented Resolution No. DRPA-19-117. Chairman Boyer inquired whether Commissioners had any questions for staff concerning Resolution No. DRPA-19-117. There were no questions. Commissioner Martz moved to adopt Resolution No. DRPA-19-117 and Commissioner Frattali seconded the motion. There were no questions or comments. All Commissioners in attendance voted to approve the motion. The motion carried and the Board adopted the Resolution.

DRPA-19-118 2020 Charity Event Bridge Closures at BFB & CBB. Page 4 of 7 DRPA-19-119 Southeast Youth Athletic Association (SEYAA) Carnival on DRPA (WWB) Property at 7th and Packer in .

Government Relations and Grants Director Shanahan presented Resolution Nos. DRPA-19-118 and DRPA-19-119. Chairman Boyer inquired whether Commissioners had any questions for staff concerning Resolution Nos. DRPA-19-118 and DRPA-19-119. There were no questions. Commissioner Sweeney moved to adopt Resolution Nos. DRPA-19-118 and DRPA-19-119 and Commissioner Frattali seconded the motion. There were no questions or comments. All Commissioners in attendance voted to approve the motion. The motion carried and the Board adopted the Resolutions.

DRPA-19-120 Sole Source Procurement Allowance for Energy Absorption Systems Crash Attenuators from Transpo Industries.

Bridge Director McAroy presented Resolution No. DRPA-19-120. Chairman Boyer inquired whether Commissioners had any questions for staff concerning Resolution No. DRPA-19-120. There were no questions. Commissioner Fentress moved to adopt Resolution No. DRPA-19-120 and Commissioner Martz seconded the motion. There were no questions or comments. All Commissioners in attendance voted to approve the motion. The motion carried and the Board adopted the Resolution. . Approval of Labor Committee Meeting Minutes of November 12, 2019 Chairman Boyer stated that the Minutes of the November 12, 2019 Labor Committee Meeting were previously provided to all Commissioners. There were no comments or corrections. Commissioner Frattali moved to approve the Minutes and Commissioner Sweeney seconded the motion. All Commissioners in attendance voted in the affirmative to approve the Minutes as submitted. The motion carried.

Approval of Finance Committee Meeting Minutes of November 13, 2019 Chairman Boyer stated that the Minutes of the November 13, 2019 Finance Committee Meeting were previously provided to all Commissioners. There were no comments or corrections. Commissioner Fentress moved to approve the Minutes and Commissioner DiAntonio seconded the motion. All Commissioners in attendance voted in the affirmative to approve the Minutes as submitted. The motion carried.

Adoption of Resolutions Approved by the Finance Committee on November 13, 2019 Chairman Boyer stated that there were four (4) Resolutions from the November 13, 2019 Finance Committee Meeting for consideration:

DRPA-19-122 Resolution Determining that Net Revenues Satisfy the Net Revenue Requirement for the 2019 Fiscal year, in Accordance with Section 5.09 of the 1998 Indenture of Trust with TD Bank, N.A.

Page 5 of 7 Chief Financial Officer White presented Resolution No. DRPA-19-122. Chairman Boyer inquired whether Commissioners had any questions for staff concerning Resolution No. DRPA-19-122. There were no questions. Commissioner Fentress moved to adopt Resolution No. DRPA-19-122 and Commissioner Powell seconded the motion. There were no questions or comments. All Commissioners in attendance voted to approve the motion. The motion carried and the Board adopted the Resolution.

DRPA-19-123 Age 65 & Over Retiree Medicare Supplemental Benefits – 2020 (DRPA/PATCO).

Chief Administrative Officer Brown presented Resolution No. DRPA-19-123. Chairman Boyer inquired whether Commissioners had any questions for staff concerning Resolution No. DRPA- 19-123. There were no questions. Commissioner Powell moved to adopt Resolution No. DRPA- 19-123 and Commissioner Frattali seconded the motion. There were no questions or comments. All Commissioners in attendance voted to approve the motion. Commissioner Fentress abstained from voting. The motion carried and the Board adopted the Resolution.

DRPA-19-124 Amendment to Fifth Amendment to Lease Agreement between DRPA and Scungio Borst & Associates, Inc.

Deputy General Counsel Holden presented Resolution No. DRPA-19-124. Chairman Boyer inquired whether Commissioners had any questions for staff concerning Resolution No. DRPA- 19-124. There were no questions. Commissioner Martz moved to adopt Resolution No. DRPA- 19-124 and Commissioner Frattali seconded the motion. There were no questions or comments. All Commissioners in attendance voted to approve the motion. The motion carried and the Board adopted the Resolution.

DRPA-19-121 2020 Capital Budget

Chief Financial Officer White and Chief Engineer Venuto presented Resolution No. DRPA-19- 120. Chairman Boyer inquired whether Commissioners had any questions for staff concerning Resolution No. DRPA-19-121. There were no questions. Commissioner Fentress moved to adopt Resolution No. DRPA-19-121 and Commissioner Powell seconded the motion. There were no questions or comments. All Commissioners in attendance voted to approve the motion. The motion carried and the Board adopted the Resolution.

Unfinished Business There was no unfinished business.

Citizens Advisory Committee Report Mr. Becker of the Citizens’ Advisory Committee read the Report of the Citizens Advisory Committee.

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

Page 6 of 7 DRPA-19-125 2020 DRPA Board and Committee Meeting Schedule

Chairman Boyer inquired whether Commissioners had any questions for staff concerning Resolution No. DRPA-19-125. There were no questions. Commissioner Fentress moved to adopt Resolution No. DRPA-19-125 and Commissioner Powell seconded the motion. There were no questions or comments. All Commissioners in attendance voted to approve the motion. The motion carried and the Board adopted the Resolution.

DRPA-19-126 Consideration of Pending DRPA Contracts (Between $25,000 and $100,000).

Chairman Boyer inquired whether Commissioners had any questions for staff concerning Resolution No. DRPA-19-126. There were no questions. Commissioner Fentress moved to adopt Resolution No. DRPA-19-126 and Commissioner Powell seconded the motion. There were no questions or comments. All Commissioners in attendance voted to approve the motion. The motion carried and the Board adopted the Resolution.

Meeting Held in Abeyance At 9:54 a.m., Chairman Boyer stated that the DRPA Board meeting would be held in abeyance and the PATCO Board Meeting would convene.

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

Respectfully Submitted,

Raymond J. Santarelli, Esquire General Counsel and Corporate Secretary

Page 7 of 7

DRPA MONTHLY LIST OF PREVIOUSLY APPROVED PAYMENTS

DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 11/01/19 THRU 11/30/19 MEETING DATE 12/11/2019

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

REMINGTON & VERNICK ENGINEERS, INC. 4TH ST GARAGE CATHODIC PROTECTION D-15-019 $378.03 ** 4TH ST GARAGE CATHODIC PROTECTION TOTAL $378.03 BURNS ENGINEERING, INC. ADMIN BUILDING AIR HANDLERS (2/2A/3) D-17-093 $12,074.55 ** ADMIN BUILDING AIR HANDLERS (2/2A/3) TOTAL $12,074.55 HILLMANN CONSULTING LLC ASBESTOS SERVICES 25KTHRES $740.00 ASBESTOS SERVICES TOTAL $740.00 LINDSAY TRANSPORTATION SOLUTIONS AUTO ACCESSORIES 25KTHRES $1,400.00 MULTIFACET, INC. AUTO ACCESSORIES 25KTHRES $870.00 AUTO ACCESSORIES TOTAL $2,270.00 VITETTA GROUP INC. BFB MASONRY REHABILITATION D-18-002 $36,583.46 ** BFB MASONRY REHABILITATION TOTAL $36,583.46 ATANE ENGINEERS ARCHITECTS & LAND BFB MOVEABLE PLATFORM DRIVE D-17-093 $2,433.90 ** BFB MOVEABLE PLATFORM DRIVE TOTAL $2,433.90 BANK OF NEW YORK - MELLON BOND SERVICE BOND RESOLUTIONS $478,226.22 TD BANK, N.A. BOND SERVICE BOND RESOLUTIONS$10,495,000.00 BOND SERVICE TOTAL $10,973,226.22 STV INCORPORATED BRB MAINTENANCE PAINTING D-17-066 $58,383.23 ** AECOM TECHNICAL SERVICES, INC. BRB MAINTENANCE PAINTING D-18-031 $17,229.58 ** BRB MAINTENANCE PAINTING TOTAL $75,612.81 GANNETT FLEMING COMPANIES CAMDEN TOWER ELEVATOR D-17-093 $7,148.10 ** CAMDEN TOWER ELEVATOR TOTAL $7,148.10 STV INCORPORATED CAR REHAB DESIGN D-15-019 $1,073.03 ** CAR REHAB DESIGN TOTAL $1,073.03 FRANKLIN - GRIFFITH, LLC CBB STORAGE CARGO CONTAINERS 25KTHRES $1,924.56 ** CBB STORAGE CARGO CONTAINERS TOTAL $1,924.56 JOHN CHECCHIO CDL LICENSE FEES 25KTHRES $44.00 JOHN J. RACHUBA CDL LICENSE FEES 25KTHRES $69.50 RICHARD F. SARACENI JR. CDL LICENSE FEES 25KTHRES $68.00 WILLIAM R. DICK CDL LICENSE FEES 25KTHRES $44.00 CDL LICENSE FEES TOTAL $225.50 AECOM TECHNICAL SERVICES, INC. CONTRACT SERVICE EXPENSE 25KTHRES $750.00 BOWMAN & COMPANY LLP CONTRACT SERVICE EXPENSE 25KTHRES $4,143.00 JAMES NOTTINGHAM CONTRACT SERVICE EXPENSE D-17-073 $2,750.00 LEXISNEXIS A DIVISION OF RELX INC CONTRACT SERVICE EXPENSE D-18-079 $950.00 CONTRACT SERVICE EXPENSE TOTAL $8,593.00 CONDUENT BUSINESS SERVICES LLC CONTRACTORS - EZP WALK IN CSC D-15-120 $3,775.20 CONTRACTORS - EZP WALK IN CSC TOTAL $3,775.20 TEAM CLEAN, INC CUSTODIAL SERVICES D-16-120 $47,259.34 CUSTODIAL SERVICES TOTAL $47,259.34 AECOM TECHNICAL SERVICES, INC. DELEADING AND REPAINTING D-13-003 $24,666.95 ** KS ENGINEERS, P.C. DELEADING AND REPAINTING D-16-087 $90,725.42 ** CORCON, INC. DELEADING AND REPAINTING D-18-010 $930,624.00 ** ELLIOTT GREENLEAF & SIEDZIKOWSKI PC DELEADING AND REPAINTING D-19-030 $20,999.29 ** DELEADING AND REPAINTING TOTAL $1,067,015.66 SYNERGETIC SOUNDS, INC. DEPOSITS - EASTERN STATE SURVEY 25KTHRES $3,556.30 VM ML HOSPITALITY LLC DEPOSITS - EASTERN STATE SURVEY 25KTHRES $8,936.46 DEPOSITS - EASTERN STATE SURVEY TOTAL $12,492.76 RIGGINS INC DIESEL FUEL D-18-063 $2,058.42 DIESEL FUEL TOTAL $2,058.42 ARORA SYSTEMS GROUP, LLC DRPA LINDENWOLD WATER DISTRIB SYSTEM D-18-030 $490.57 ** DRPA LINDENWOLD WATER DISTRIB SYSTEM TOTAL $490.57 EPLUS TECHNOLOGY, INC DRPA SWITCH UPGRADES D-19-075 $30,035.95 ** DRPA SWITCH UPGRADES TOTAL $30,035.95 REMINGTON & VERNICK ENGINEERS, INC. DRPA WOODCREST PARKING LOT D-19-049 $17,469.50 ** DRPA WOODCREST PARKING LOT TOTAL $17,469.50 ATLANTIC CITY ELECTRIC ELECTRICITY EXPENSE UTILITY $13,149.18 PECO - PAYMENT PROCESSING ELECTRICITY EXPENSE UTILITY $19,387.41 PSE&G CO. ELECTRICITY EXPENSE UTILITY $39,065.94 ELECTRICITY EXPENSE TOTAL $71,602.53 A.P. CONSTRUCTION, INC. ELEVATOR REPLACEMENT D-17-092 $452,312.65 ** REMINGTON & VERNICK ENGINEERS, INC. ELEVATOR REPLACEMENT D-18-048 $66,180.79 ** ELEVATOR REPLACEMENT TOTAL $518,493.44 ELITE ELEVATOR SERVICES LLC ELEVATORS & ESCALATORS D-18-114 $3,216.00 ELEVATORS & ESCALATORS TOTAL $3,216.00 AECOM TECHNICAL SERVICES, INC. EMBANKMENT RESTORATION D-13-001 $8,110.06 **

** Capital Expenditure Page 1 of 7 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 11/01/19 THRU 11/30/19 MEETING DATE 12/11/2019

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

EMBANKMENT RESTORATION TOTAL $8,110.06 PAUL'S CUSTOM AWARDS & TROPHIES EMPLOYEE AWARDS 25KTHRES $191.00 EMPLOYEE AWARDS TOTAL $191.00 DELTA DENTAL OF NEW JERSEY, INC. EMPLOYEE DENTAL INSURANCE D-17-059 $28,020.92 EMPLOYEE DENTAL INSURANCE TOTAL $28,020.92 AMERIHEALTH INSURANCE COMPANY EMPLOYEE MEDICAL INSURANCE D-18-080 $684,376.15 EMPLOYEE MEDICAL INSURANCE TOTAL $684,376.15 VISION BENEFITS OF AMERICA EMPLOYEE VISION INSURANCE D-17-059 $5,895.30 EMPLOYEE VISION INSURANCE TOTAL $5,895.30 HNTB CORPORATION ENGINEERING SERVICES D-17-093 $24,625.99 MICHAEL BAKER INTERNATIONAL ENGINEERING SERVICES D-17-093 $10,742.70 ENGINEERING SERVICES TOTAL $35,368.69 ANA SOURCING LLC EQUIPMENT & TOOLS 25KTHRES $186.15 ATLANTIC TACTICAL EQUIPMENT & TOOLS 25KTHRES $5,031.60 COONEY BROTHERS INC EQUIPMENT & TOOLS 25KTHRES $372.32 FRANKLIN - GRIFFITH, LLC EQUIPMENT & TOOLS 25KTHRES $2,327.50 GLOBAL EQUIPMENT CO, INC EQUIPMENT & TOOLS 25KTHRES $3,300.00 GRAINGER EQUIPMENT & TOOLS 25KTHRES $1,862.94 HERITAGE-CRYSTAL CLEAN LLC EQUIPMENT & TOOLS 25KTHRES $901.99 MUNICIPAL EMERGENCY SERVICES EQUIPMENT & TOOLS 25KTHRES $6,185.00 PAPER MART INC EQUIPMENT & TOOLS D-18-121 $1,095.15 PEIRCE-PHELPS INC EQUIPMENT & TOOLS 25KTHRES $86.54 REMINGTON & VERNICK ENGINEERS, INC. EQUIPMENT & TOOLS D-17-093 $501.49 ** RIVERSIDE MATERIALS INC EQUIPMENT & TOOLS 25KTHRES $1,673.10 SET RITE CORP EQUIPMENT & TOOLS 25KTHRES $3,400.00 STAUFFER GLOVE & SAFETY EQUIPMENT & TOOLS 25KTHRES $2,542.80 SUPREME SAFETY, INC EQUIPMENT & TOOLS 25KTHRES $890.18 TACTICAL PUBLIC SAFETY LLC EQUIPMENT & TOOLS D-18-115 $8,391.00 ULINE, INC EQUIPMENT & TOOLS 25KTHRES $2,384.00 EQUIPMENT & TOOLS TOTAL $41,131.76 N.E. BRIDGE CONTRACTORS EQUIPMENT RENTALS D-19-052 $36,000.00 EQUIPMENT RENTALS TOTAL $36,000.00 JACOBS ENGINEERING GROUP INC EVESHAM PEDESTRIAN BRIDGE D-15-019 $11,832.68 ** EVESHAM PEDESTRIAN BRIDGE TOTAL $11,832.68 AMERICAN EXPRESS E-ZPASS CREDIT CARD FEES D-04-031 $37.73 PAYMENTECH E-ZPASS CREDIT CARD FEES D-04-031 $665.33 NJ E-ZPASS E-ZPASS CREDIT CARD FEES D-15-120 $889,608.17 E-ZPASS CREDIT CARD FEES TOTAL $890,311.23 MADHAVAN INC FARE COLLECTION EQP 25KTHRES $2,142.40 W.B. MASON CO. INC FARE COLLECTION EQP 25KTHRES $1,495.70 FARE COLLECTION EQP TOTAL $3,638.10 AALL AMERICAN FASTENERS FASTENERS 25KTHRES $1,574.90 FASTENERS TOTAL $1,574.90 FORTRESS PROTECTION LLC FIRE PROTECTION EQP 25KTHRES $920.00 FIRE PROTECTION EQP TOTAL $920.00 ULINE, INC FURNITURE & FIXTURES 25KTHRES $191.31 FURNITURE & FIXTURES TOTAL $191.31 RIGGINS INC GASOLINE - UNLEADED D-18-063 $8,564.00 GASOLINE - UNLEADED TOTAL $8,564.00 SYMETRA LIFE INSURANCE COMP. GROUP LIFE & ACCIDENT INSURANCE D-17-074 $113,950.63 GROUP LIFE & ACCIDENT INSURANCE TOTAL $113,950.63 PHILADELPHIA GAS WORKS HEATING EXPENSE UTILITY $2,230.81 PSE&G CO. HEATING EXPENSE UTILITY $7,432.86 GAS COMPANY HEATING EXPENSE UTILITY $2,429.03 HEATING EXPENSE TOTAL $12,092.70 CARRIER COMMERCIAL SERVICES HVAC 25KTHRES $4,747.80 HVAC TOTAL $4,747.80 BURNS ENGINEERING, INC. INST ELEVATORS REMAINING STATIONS P-17-011 $220,082.24 ** INST ELEVATORS REMAINING STATIONS TOTAL $220,082.24 TURNER SURETY & INSURANCE BROKERAGE INSURANCE D-18-104 $25,875.00 INSURANCE TOTAL $25,875.00 PORT AUTHORITY TRANSIT CORPORATION INTERCOMPANY TRANSFERS NONE $1,801,187.64 INTERCOMPANY TRANSFERS TOTAL $1,801,187.64 IUOE 542 BENEFIT FUNDS IUOE HEALTH & WELFARE D-18-135 $422,712.00 IUOE HEALTH & WELFARE TOTAL $422,712.00

** Capital Expenditure Page 2 of 7 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 11/01/19 THRU 11/30/19 MEETING DATE 12/11/2019

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

CAMDEN BAG AND PAPER JANITORIAL SUPPLIES 25KTHRES $1,304.76 T. FRANK MCCALL'S, INC. JANITORIAL SUPPLIES 25KTHRES $1,643.32 JANITORIAL SUPPLIES TOTAL $2,948.08 BRINKERHOFF ENVIRONMENTAL SERVICES LINDENWOLD YARD REMEDIATION D-17-093 $2,035.65 ** LINDENWOLD YARD REMEDIATION TOTAL $2,035.65 TRANSCORE LP MAINT. FEE - TOLL COLLECTION EQUIP D-15-011 $71,777.00 MAINT. FEE - TOLL COLLECTION EQUIP TOTAL $71,777.00 AMY L. ASH MEETING EXPENSES 25KTHRES $75.94 ANDREOTTI'S CATERING, LLC MEETING EXPENSES 25KTHRES $878.36 CATHEDRAL SOUP KITCHEN INC MEETING EXPENSES 25KTHRES $1,141.00 DARLENE P. CALLANDS MEETING EXPENSES 25KTHRES $12.50 MARIA J. WING MEETING EXPENSES 25KTHRES $49.10 MEETING EXPENSES TOTAL $2,156.90 DIRECTV MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $21.00 FBI-LEEDA INC MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $50.00 MEMBERSHIPS & SUBSCRIPTIONS TOTAL $71.00 DISANTO PROPANE MISCELLANEOUS SUPPLIES 25KTHRES $65.00 JAMES NEWELL MISCELLANEOUS SUPPLIES 25KTHRES $55.00 ONE CALL CONCEPTS, INC. MISCELLANEOUS SUPPLIES 25KTHRES $16.32 PENNSYLVANIA ONE CALL SYSTEM, INC. MISCELLANEOUS SUPPLIES 25KTHRES $90.16 SAFETY-KLEEN CORPORATION MISCELLANEOUS SUPPLIES 25KTHRES $145.00 UNITED SITE SERVICES MISCELLANEOUS SUPPLIES 25KTHRES $182.00 MISCELLANEOUS SUPPLIES TOTAL $553.48 TD BANK, N.A. NET PAYROLL NONE $47,682.95 WELLS FARGO BANK, NA NET PAYROLL NONE $2,901,543.44 NET PAYROLL TOTAL $2,949,226.39 TURNER SURETY & INSURANCE BROKERAGE NJ APPROACH BRIDGES PAINTING D-16-109 $1,750.00 ** NJ APPROACH BRIDGES PAINTING TOTAL $1,750.00 VAN CLEEF ENGINEERING ASSOCIATES NJ APPROACH ROADWAY RESURFACING D-17-028 $2,362.32 ** NJ APPROACH ROADWAY RESURFACING TOTAL $2,362.32 MULTIFACET, INC. NON ELECTRON-CBL/WRE 25KTHRES $243.15 NON ELECTRON-CBL/WRE TOTAL $243.15 NATIONAL UNION FIRE INS OCIP ACCRUAL D-14-052 $257.40 OCIP ACCRUAL TOTAL $257.40 W.B. MASON CO. INC OFFICE SUPPLIES D-17-085 $3,457.81 OFFICE SUPPLIES TOTAL $3,457.81 MCCORMICK TAYLOR, INC. OPC BUILDING RENOVATIONS D-17-093 $5,712.16 ** OPC BUILDING RENOVATIONS TOTAL $5,712.16 TRIAD ADVISORY SERVICES INC OTHER GRANT RECEIVABLES D-16-050 $4,525.00 OTHER GRANT RECEIVABLES TOTAL $4,525.00 EPLUS TECHNOLOGY, INC OTHER MISC. EQUIPMENT 25KTHRES $31.46 GALLAGHER BENEFIT SERVICES, INC OTHER MISC. EQUIPMENT D-18-080 $6,600.00 GRAYBAR ELECTRIC CO INC OTHER MISC. EQUIPMENT 25KTHRES $186.75 NEW JERSEY TURNPIKE AUTHORITY OTHER MISC. EQUIPMENT D-16-125 $4,960.59 OTHER MISC. EQUIPMENT TOTAL $11,778.80 AREUFIT HEALTH SERVICES OTHER RECEIVABLES 25KTHRES $6,840.00 GALLAGHER BENEFIT SERVICES, INC OTHER RECEIVABLES D-18-080 $24,600.00 US REGIONAL OCCUPATIONAL HEALTH II OTHER RECEIVABLES D-18-080 $3,000.00 OTHER RECEIVABLES TOTAL $34,440.00 SUNBELT RENTALS, INC. OTHER VEHICLE SUPPLIES D-19-069 $1,259.53 OTHER VEHICLE SUPPLIES TOTAL $1,259.53 TURNER SURETY & INSURANCE BROKERAGE PA APPROACH OVERPASS REHAB D-16-109 $1,750.00 ** AECOM TECHNICAL SERVICES, INC. PA APPROACH OVERPASS REHAB D-18-011 $13,933.97 ** PA APPROACH OVERPASS REHAB TOTAL $15,683.97 REMINGTON & VERNICK ENGINEERS, INC. PA SWITCHGEAR REPLACEMENT D-15-019 $63.79 ** PA SWITCHGEAR REPLACEMENT TOTAL $63.79 SHERWIN WILLIAMS PAINT-COATINGS, ETC 25KTHRES $845.20 ENNIS PAINT, INC. PAINT-COATINGS, ETC D-19-047 $15,207.50 PAINT-COATINGS, ETC TOTAL $16,052.70 PAPER MART INC PAPER OFFCE/PRT SHOP D-18-121 $1,451.00 PAPER OFFCE/PRT SHOP TOTAL $1,451.00 PA STATE EMPLOYEES RETIREMENT SYSTEM PA-SERS NONE $248,624.41 PA-SERS TOTAL $248,624.41 TURNER SURETY & INSURANCE BROKERAGE PATCO INSURANCE NONE $8,625.00 PATCO INSURANCE TOTAL $8,625.00

** Capital Expenditure Page 3 of 7 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 11/01/19 THRU 11/30/19 MEETING DATE 12/11/2019

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

BURNS ENGINEERING, INC. PATCO LIND. SHOP & OFFICE IMPROVEMENTS D-19-021 $17,997.10 ** PATCO LIND. SHOP & OFFICE IMPROVEMENTS TOTAL $17,997.10 QUAL-LYNX CASUALTY CLAIM ADMINISTRATION PATCO PROFESSIONAL SERVICES NONE $5,507.03 PATCO PROFESSIONAL SERVICES TOTAL $5,507.03 BURNS ENGINEERING, INC. PATCO ROOF REPLACEMENT D-19-063 $22,382.51 ** PATCO ROOF REPLACEMENT TOTAL $22,382.51 STV INCORPORATED PATCO STATION ENHANCEMENTS D-15-019 $1,513.42 ** PATCO STATION ENHANCEMENTS TOTAL $1,513.42 SPRINT PATCO TELEPHONE UTILITY $354.28 VERIZON PATCO TELEPHONE UTILITY $682.69 PATCO TELEPHONE TOTAL $1,036.97 AMERICAN AIRLINES INC PATCO TRAVEL EXPENSES 25KTHRES $1,549.10 PATCO TRAVEL EXPENSES TOTAL $1,549.10 SHI INTERNATIONAL CORP PATROL VEHICLE MODEMS & MDT'S 25KTHRES $12,748.80 ** PATROL VEHICLE MODEMS & MDT'S TOTAL $12,748.80 CITY OF PHILADELPHIA PAYROLL TAXES NONE $31,597.06 INTERNAL REVENUE SERVICE PAYROLL TAXES NONE $472,367.76 PA DEPT OF REVENUE PAYROLL TAXES NONE $16,521.44 TREASURER - STATE OF NEW JERSEY PAYROLL TAXES NONE $44,706.70 PAYROLL TAXES TOTAL $565,192.96 PNC BANK P-CARD P-CARD PURCHASES NONE $140,813.10 P-CARD PURCHASES TOTAL $140,813.10 KS ENGINEERS, P.C. PHILADELPHIA ADA RAMPS D-17-093 $3,275.75 ** REMINGTON & VERNICK ENGINEERS, INC. PHILADELPHIA ADA RAMPS D-17-093 $299.92 ** PHILADELPHIA ADA RAMPS TOTAL $3,575.67 UNITED PARCEL SERVICE (UPS) POSTAGE EXPENSES 25KTHRES $70.57 POSTAGE EXPENSES TOTAL $70.57 BENEFIT HARBOR LP PROFESSIONAL FEES - CONSULTING D-17-077 $8,213.76 PROFESSIONAL FEES - CONSULTING TOTAL $8,213.76 DUANE MORRIS LLP PROFESSIONAL FEES - LEGAL COSTS D-17-086 $10,780.00 PARKER MCCAY PA PROFESSIONAL FEES - LEGAL COSTS D-17-086 $517.50 ZELLER & WIELICZKO, LLP PROFESSIONAL FEES - LEGAL COSTS D-17-086 $6,521.52 BROWN & CONNERY LLP PROFESSIONAL FEES - LEGAL COSTS D-19-030 $412.50 DILWORTH PAXSON LLP PROFESSIONAL FEES - LEGAL COSTS D-19-030 $165.00 DUANE MORRIS LLP PROFESSIONAL FEES - LEGAL COSTS D-19-030 $687.50 GENOVA BURNS LLC PROFESSIONAL FEES - LEGAL COSTS D-19-030 $687.50 MCELROY DEUTSCH MULVANEY PROFESSIONAL FEES - LEGAL COSTS D-19-030 $1,045.00 PARKER MCCAY PA PROFESSIONAL FEES - LEGAL COSTS D-19-030 $2,438.59 STEVENS & LEE PROFESSIONAL FEES - LEGAL COSTS D-19-030 $325.00 ZELLER & WIELICZKO, LLP PROFESSIONAL FEES - LEGAL COSTS D-19-030 $6,515.58 PROFESSIONAL FEES - LEGAL COSTS TOTAL $30,095.69 JENNIFER KELLY PROFESSIONAL FEES - MEDICAL 25KTHRES $2,400.00 INTERSTATE MOBILE CARE, INC. PROFESSIONAL FEES - MEDICAL P-18-004 $5,294.00 PROFESSIONAL FEES - MEDICAL TOTAL $7,694.00 FAMILLE GROUP INC. PROFESSIONAL SERVICES 25KTHRES $7,447.29 GOVERNOR'S AUTHORITIES UNIT PROFESSIONAL SERVICES 25KTHRES $21,926.31 HNTB CORPORATION PROFESSIONAL SERVICES CEOEMG $24,329.67 QUAL-LYNX CASUALTY CLAIM ADMINISTRATION PROFESSIONAL SERVICES D-17-017 $2,202.80 PROFESSIONAL SERVICES TOTAL $55,906.07 REMINGTON & VERNICK ENGINEERS, INC. PUBLIC SIGNAGE D-17-093 $1,571.02 ** PUBLIC SIGNAGE TOTAL $1,571.02 IRON MOUNTAIN INCORPORATED RECORDS MANAGEMENT FEES D-17-035 $9,235.08 RECORDS MANAGEMENT FEES TOTAL $9,235.08 EPLUS TECHNOLOGY, INC REDUNDANT SWITCHES AT BFB & CBB D-19-040 $7,474.13 ** REDUNDANT SWITCHES AT BFB & CBB TOTAL $7,474.13 BRINKERHOFF ENVIRONMENTAL SERVICES REMEDIAL MANAGEMENT AND ENVIRONMENTAL D-16-032 $7,742.28 ** REMEDIAL MANAGEMENT AND ENVIRONMENTAL TOTAL $7,742.28 AECOM TECHNICAL SERVICES, INC. RENEWABLE ENERGY INTEGRATION D-17-093 $17,766.65 ** SYSTRA CONSULTING, INC. RENEWABLE ENERGY INTEGRATION D-17-093 $6,035.62 ** RENEWABLE ENERGY INTEGRATION TOTAL $23,802.27 DUANE MORRIS LLP REOPENING FRANKLIN SQUARE D-16-013 $3,115.00 ** BURNS ENGINEERING, INC. REOPENING FRANKLIN SQUARE D-17-069 $237,365.82 ** REOPENING FRANKLIN SQUARE TOTAL $240,480.82 CASTOR MATERIALS, INC. REPAIR PARTS - BRIDGES 25KTHRES $11,279.50 PREMIUM POWER SERVICES LLC REPAIR PARTS - BRIDGES D-18-076 $504.00

** Capital Expenditure Page 4 of 7 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 11/01/19 THRU 11/30/19 MEETING DATE 12/11/2019

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

REPAIR PARTS - BRIDGES TOTAL $11,783.50 FORTRESS PROTECTION LLC REPAIR PARTS - BUILDINGS 25KTHRES $130.00 TOZOUR ENERGY SYSTEMS, INC. REPAIR PARTS - BUILDINGS D-18-091 $1,752.78 REPAIR PARTS - BUILDINGS TOTAL $1,882.78 AIRCON FILTER MFG. CO., INC. REPAIR PARTS - OTHER EQUIPMENT 25KTHRES $1,200.00 REPAIR PARTS - OTHER EQUIPMENT TOTAL $1,200.00 CERTIFIED SPEEDOMETER SERVICE REPAIRS AND MAINTENANCE - OTHER 25KTHRES $759.00 DRAEGER INC REPAIRS AND MAINTENANCE - OTHER 25KTHRES $358.00 REPAIRS AND MAINTENANCE - OTHER TOTAL $1,117.00 SCHNEIDER ELECTRIC BUILDINGS AMERICA REPLACE/UPGRADE DIGITAL PTZ CAMERAS 2019 25KTHRES $13,373.78 ** REPLACE/UPGRADE DIGITAL PTZ CAMERAS 2019 TOTAL $13,373.78 AMERIHEALTH INSURANCE COMPANY RETIREE MEDICAL INSURANCE D-18-080 $222,246.41 UNITED HEALTHCARE RETIREE MEDICAL INSURANCE D-18-119 $125,866.92 RETIREE MEDICAL INSURANCE TOTAL $348,113.33 HORIZON BLUE CROSS BLUE SHIELD RETIREE MEDICAL PRESCRIPTION INSURANCE D-18-108 $36,235.80 RETIREE MEDICAL PRESCRIPTION INSURANCE TOTAL $36,235.80 NATIONAL PAVING CO ROADWAY MATERIALS & SUPPLIES 25KTHRES $106.53 ROADWAY MATERIALS & SUPPLIES TOTAL $106.53 Y-PERS, INC. SALT-SODIUM CHLORIDE 25KTHRES $1,462.65 MORTON SALT INC. SALT-SODIUM CHLORIDE D-18-070 $39,776.39 SALT-SODIUM CHLORIDE TOTAL $41,239.04 SAP PUBLIC SERVICES INC SAP ENTERPRISE RESOURCE PLANNING SYSTEM D-18-025 $11,324.68 ** RED COMMERCE ,INC SAP ENTERPRISE RESOURCE PLANNING SYSTEM D-19-075 $2,195.50 ** RED COMMERCE ,INC SAP ENTERPRISE RESOURCE PLANNING SYSTEM D-19-080 $81,122.14 ** SAP ENTERPRISE RESOURCE PLANNING SYSTEM TOTAL $94,642.32 COMMONWEALTH OF PENNSYLVANIA SELF-INSURANCE FEE 25KTHRES $3,871.00 SELF-INSURANCE FEE TOTAL $3,871.00 JOHNSON, MIRMIRAN & THOMPSON, INC. SOUTH WALKWAY BIKE/PEDESTRIAN RAMP D-17-056 $7,076.64 ** SOUTH WALKWAY BIKE/PEDESTRIAN RAMP TOTAL $7,076.64 DAWN B. WHITON SPECIAL EVENTS 25KTHRES $155.61 TINA M. PETACCIO SPECIAL EVENTS 25KTHRES $182.18 SPECIAL EVENTS TOTAL $337.79 GANNETT FLEMING COMPANIES STATION FLOOR UPGRADES - PHILADELPHIA D-17-093 $4,192.45 ** STATION FLOOR UPGRADES - PHILADELPHIA TOTAL $4,192.45 TURNER SURETY & INSURANCE BROKERAGE SUSPENSION CABLE INSPECT/DESIGN D-16-109 $1,750.00 ** AECOM TECHNICAL SERVICES, INC. SUSPENSION CABLE INSPECT/DESIGN D-17-067 $1,087.15 ** SUSPENSION CABLE INSPECT/DESIGN TOTAL $2,837.15 CANON SOLUTIONS AMERICA TECHNOLOGY EXPENSE 25KTHRES $5,145.47 E. J. WARD, INC. TECHNOLOGY EXPENSE 25KTHRES $11,250.00 INSIGHT PUBLIC SECTOR, INC TECHNOLOGY EXPENSE 25KTHRES $12,396.14 SHI INTERNATIONAL CORP TECHNOLOGY EXPENSE 25KTHRES $22,974.39 THOMSON REUTERS- WEST TECHNOLOGY EXPENSE 25KTHRES $781.28 ZAYO GROUP HOLDINGS INC TECHNOLOGY EXPENSE D-16-086 $1,636.00 SILKROAD TECHNOLOGY, INC TECHNOLOGY EXPENSE D-18-111 $13,860.00 DELL MARKETING L.P. TECHNOLOGY EXPENSE D-19-090 $47,448.16 KOVA, CORP. TECHNOLOGY EXPENSE D-19-111 $32,881.72 TECHNOLOGY EXPENSE TOTAL $148,373.16 SAP NATIONAL SECURITY SERVICES INC TECHNOLOGY SERVICE CONTRACTS D-18-024 $111,076.09 SAP PUBLIC SERVICES INC TECHNOLOGY SERVICE CONTRACTS D-18-024 $23,757.50 TECHNOLOGY SERVICE CONTRACTS TOTAL $134,833.59 VERIZON CONNECT NWF INC TELEPHONE & TELECOM EXPENSE D-19-018 $3,532.65 MCI COMMUNICATIONS SERVICES INC TELEPHONE & TELECOM EXPENSE UTILITY $7,842.06 SPRINT TELEPHONE & TELECOM EXPENSE UTILITY $1,417.13 THE CONFERENCE GROUP, LLC TELEPHONE & TELECOM EXPENSE UTILITY $593.67 VERIZON TELEPHONE & TELECOM EXPENSE UTILITY $11,656.01 VERIZON WIRELESS TELEPHONE & TELECOM EXPENSE UTILITY $11,040.64 TELEPHONE & TELECOM EXPENSE TOTAL $36,082.16 ACCOUNTANTS FOR YOU, INC TEMPORARY SERVICES D-17-062 $18,482.18 ISEARCH PARTNERS INC TEMPORARY SERVICES D-17-062 $384.80 TEMPORARY SERVICES TOTAL $18,866.98 ONE CALL CONCEPTS, INC. TESTING AND INSPECTION FEES 25KTHRES $66.64 PENNSYLVANIA ONE CALL SYSTEM, INC. TESTING AND INSPECTION FEES 25KTHRES $86.86 TREASURER-STATE OF NEW JERSEY TESTING AND INSPECTION FEES 25KTHRES $4,160.00 TESTING AND INSPECTION FEES TOTAL $4,313.50 RICHARD BONIFAZIO TOLL REFUND 25KTHRES $50.00

** Capital Expenditure Page 5 of 7 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 11/01/19 THRU 11/30/19 MEETING DATE 12/11/2019

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

TOLL REFUND TOTAL $50.00 IBI GROUP PROFESSIONAL SERVICES USA TOLL TECHNOLOGY DESIGN - PHASE 1 D-18-125 $14,100.80 ** TOLL TECHNOLOGY DESIGN - PHASE 1 TOTAL $14,100.80 HNTB CORPORATION TOWER LINK REHABILITATION D-17-093 $5,431.58 ** TOWER LINK REHABILITATION TOTAL $5,431.58 TRI-M GROUP LLC TRAFFIC CTRL DEVICES D-18-088 $9,706.00 TRAFFIC CTRL DEVICES TOTAL $9,706.00 AEGEAN, LLC TRAINING COURSE FEES 25KTHRES $1,575.00 NJCPA EDUCATION FOUNDATION TRAINING COURSE FEES 25KTHRES $89.00 TRAINING COURSE FEES TOTAL $1,664.00 NJ STATE ASSOC OF CHIEFS OF POLICE TRAINING REGISTRATION FEES 25KTHRES $1,200.00 POWERPHONE INC TRAINING REGISTRATION FEES 25KTHRES $1,602.00 SIMPLIFY COMPLIANCE LLC TRAINING REGISTRATION FEES 25KTHRES $1,395.00 TRAINING REGISTRATION FEES TOTAL $4,197.00 RAYMOND J. SANTARELLI TRAINING TRAVEL COSTS 25KTHRES $35.00 RONALD F. MCREYNOLDS TRAINING TRAVEL COSTS UTILITY $227.70 TRAINING TRAVEL COSTS TOTAL $262.70 PARABIT SYSTEMS, INC. TRANSIT ENHANCEMENTS - 2019 25KTHRES $4,093.87 ** TRANSIT ENHANCEMENTS - 2019 TOTAL $4,093.87 WASTE MANAGEMENT OF NEW JERSEY TRASH REMOVAL D-18-064 $1,285.40 TRASH REMOVAL TOTAL $1,285.40 AMY L. ASH TRAVEL EXPENSES 25KTHRES $22.16 ANNETTE MELENDEZ-FREEMAN TRAVEL EXPENSES 25KTHRES $6.61 ANWAR N. SABREE TRAVEL EXPENSES 25KTHRES $5.22 AQUILA D. TILLMAN-MUHAMMAD TRAVEL EXPENSES 25KTHRES $5.22 BARBARA A. WAGNER TRAVEL EXPENSES 25KTHRES $10.44 BARBARA HOLCOMB TRAVEL EXPENSES 25KTHRES $42.18 BRIAN S. HAMMOCK TRAVEL EXPENSES 25KTHRES $11.60 COSTANTINO PARISI TRAVEL EXPENSES 25KTHRES $77.72 DARLENE P. CALLANDS TRAVEL EXPENSES 25KTHRES $54.52 EDWARD R. MONTGOMERY TRAVEL EXPENSES 25KTHRES $70.76 EILEEN L. SMITH TRAVEL EXPENSES 25KTHRES $16.24 GLENN T. CARNEY TRAVEL EXPENSES 25KTHRES $41.76 JOHN J. PANEPINTO TRAVEL EXPENSES 25KTHRES $67.28 JOHN N. FRANKLIN TRAVEL EXPENSES 25KTHRES $4.06 JOHN WOOSLEY TRAVEL EXPENSES 25KTHRES $4.64 JOSEPH A. WENCLEWICZ TRAVEL EXPENSES 25KTHRES $4.06 KELLY L. FORBES TRAVEL EXPENSES 25KTHRES $81.02 MARIA J. WING TRAVEL EXPENSES 25KTHRES $38.24 MARIANNE FORTINO TRAVEL EXPENSES 25KTHRES $5.22 MARY E. WELCH TRAVEL EXPENSES 25KTHRES $4.64 MICHAEL P. VENUTO TRAVEL EXPENSES 25KTHRES $165.06 MICHAEL S. PELLEGRINO TRAVEL EXPENSES 25KTHRES $150.80 MONICA N. GIBBS TRAVEL EXPENSES 25KTHRES $117.59 NICOLE C. OCHROCH TRAVEL EXPENSES 25KTHRES $53.45 RASHIDAH SMITH TRAVEL EXPENSES 25KTHRES $11.60 RAYMOND O. BYARD TRAVEL EXPENSES 25KTHRES $1.39 RICHARD E. BONIFAZIO TRAVEL EXPENSES 25KTHRES $39.44 ROBERT J. FINNEGAN TRAVEL EXPENSES 25KTHRES $114.00 ROBERT MELIKIAN TRAVEL EXPENSES 25KTHRES $52.92 ROBERT V. SHEERAN TRAVEL EXPENSES 25KTHRES $10.44 RONALD M. KELLY TRAVEL EXPENSES 25KTHRES $159.64 SABRINA M. SPEI TRAVEL EXPENSES 25KTHRES $3.48 SEAN H. LUTEK TRAVEL EXPENSES 25KTHRES $10.44 SELINA C. THOMPKINS TRAVEL EXPENSES 25KTHRES $16.24 STEPHANIE J. WOOLLEY TRAVEL EXPENSES 25KTHRES $34.33 THOMAS M. LOFARO TRAVEL EXPENSES 25KTHRES $4.64 TIFFANY N. WRIGHT TRAVEL EXPENSES 25KTHRES $4.64 TIMOTHY A. AHERN TRAVEL EXPENSES 25KTHRES $27.84 TONYELLE K. COOK-ARTIS TRAVEL EXPENSES 25KTHRES $60.99 WALTER A. MORRIS TRAVEL EXPENSES 25KTHRES $10.44 WILLIAM C. SHANAHAN TRAVEL EXPENSES 25KTHRES $11.56 TRAVEL EXPENSES TOTAL $1,634.52 BRETT R. WILLIAMS TUITION REIMBURSEMENT EXPENSE 25KTHRES $1,238.00 COURTNEY L. MCHUGH TUITION REIMBURSEMENT EXPENSE 25KTHRES $1,920.00

** Capital Expenditure Page 6 of 7 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 11/01/19 THRU 11/30/19 MEETING DATE 12/11/2019

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

PATRICK W. DOLLY TUITION REIMBURSEMENT EXPENSE 25KTHRES $930.00 TUITION REIMBURSEMENT EXPENSE TOTAL $4,088.00 ACME UNIFORM FOR INDUSTRY UNIFORM CLEANING EXPENSE 25KTHRES $344.45 UNIFORM CLEANING EXPENSE TOTAL $344.45 KEYPORT ARMY NAVY UNIFORM EXPENSE 25KTHRES $741.20 LANDSMAN UNIFORMS INC UNIFORM EXPENSE 25KTHRES $768.00 MUNICIPAL EMERGENCY SERVICES UNIFORM EXPENSE 25KTHRES $55.00 QUALITY CONCEPTS, INC. UNIFORM EXPENSE 25KTHRES $30.46 PNC BANK P-CARD UNIFORM EXPENSE NONE $17,930.36 UNIFORM EXPENSE TOTAL $19,525.02 EMPLOYEE PASS THROUGH PAYMENTS UNION DUES, EMPLOYEE CONTRIBUTIONS, ETC. NONE $131,159.80 UNION DUES, EMPLOYEE CONTRIBUTIONS, ETC. TOTAL $131,159.80 HOLMAN AUTOMOTIVE GROUP INC VEHICLE PARTS FOR REPAIRS 25KTHRES $1,301.05 NAPA AUTO PARTS VEHICLE PARTS FOR REPAIRS D-19-026 $5,714.00 VEHICLE PARTS FOR REPAIRS TOTAL $7,015.05 W.B. MASON CO. INC WATER & SEWER EXPENSE D-19-047 $383.04 CITY OF PHILA WATER & SEWER EXPENSE UTILITY $1,710.70 NEW JERSEY AMERICAN WATER WATER & SEWER EXPENSE UTILITY $129.28 WATER & SEWER EXPENSE TOTAL $2,223.02 CROWN CASTLE FIBER LLC WIDE AREA NETWORK REDUNDANCY D-18-074 $248,320.00 ** WIDE AREA NETWORK REDUNDANCY TOTAL $248,320.00 NATIONAL WINDOW FILM -OPC WINDOW FILM APPLICATION D-19-046 $66,625.00 WINDOW FILM APPLICATION TOTAL $66,625.00 AECOM TECHNICAL SERVICES, INC. PLATFORM D-18-029 $34,675.73 ** WOODCREST STATION PLATFORM TOTAL $34,675.73 QUAL-LYNX CASUALTY CLAIM ADMINISTRATION WORKMAN'S COMPENSATION D-17-017 $29,295.54 WORKMAN'S COMPENSATION TOTAL $29,295.54 CASTOR MATERIALS, INC. WWB "N" RAMP EROSION CONTROL 25KTHRES $1,925.00 ** MOTION PUMPING LLC WWB "N" RAMP EROSION CONTROL 25KTHRES $2,435.25 ** STATE ROAD BUILDERS SUPPLY CO INC. WWB "N" RAMP EROSION CONTROL 25KTHRES $4,224.21 ** WWB "N" RAMP EROSION CONTROL TOTAL $8,584.46

$23,307,384.97

** Capital Expenditure Page 7 of 7

DRPA MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDERS & CONTRACTS

DRPA Monthly List of Previously Approved Purchase Orders ~ November 2019

Purchasing Item Document Vendor/ Material Group Desc. Net Order Document Date supplying plant Value 4500011223 957.98 4500011223 1 11/27/2019 100034 ALKO DISTRIBUTORS CLOTHING UNIFORM 120.00 4500011223 2 11/27/2019 100034 ALKO DISTRIBUTORS CLOTHING UNIFORM 102.00 4500011223 3 11/27/2019 100034 ALKO DISTRIBUTORS CLOTHING UNIFORM 58.00 4500011223 4 11/27/2019 100034 ALKO DISTRIBUTORS CLOTHING UNIFORM 125.99 4500011223 5 11/27/2019 100034 ALKO DISTRIBUTORS CLOTHING UNIFORM 47.00 4500011223 6 11/27/2019 100034 ALKO DISTRIBUTORS CLOTHING UNIFORM 104.99 4500011223 7 11/27/2019 100034 ALKO DISTRIBUTORS CLOTHING UNIFORM 141.00 4500011223 8 11/27/2019 100034 ALKO DISTRIBUTORS CLOTHING UNIFORM 56.00 4500011223 9 11/27/2019 100034 ALKO DISTRIBUTORS CLOTHING UNIFORM 58.00 4500011223 10 11/27/2019 100034 ALKO DISTRIBUTORS CLOTHING UNIFORM 145.00 4500011286 141.40 4500011286 1 11/27/2019 100262 KEYPORT ARMY NAVY CLOTHING UNIFORM 74.20 4500011286 2 11/27/2019 100262 KEYPORT ARMY NAVY CLOTHING UNIFORM 67.20 4500012073 12,748.80 4500012073 1 11/4/2019 100530 SHI INTERNATIONAL CORP. COMP HW/PERIPH-MICRO 12,748.80 4500012083 507.50 4500012083 1 11/4/2019 100644 FRANKLIN - GRIFFITH, LLC ELEC EQP/SUPP-NO CBL 507.50 4500012084 1,918.80 4500012084 1 11/4/2019 102375 ANA SOURCING LLC HARDWARE & RELATED 718.80 4500012084 2 11/4/2019 102375 ANA SOURCING LLC HARDWARE & RELATED 315.00 4500012084 3 11/4/2019 102375 ANA SOURCING LLC 1ST AID & SAFETY EQP 885.00 4500012085 496.60 4500012085 1 11/4/2019 100436 STAUFFER GLOVE & SAFETY 1ST AID & SAFETY EQP 496.60 4500012090 51.60 4500012090 1 11/4/2019 101066 PEIRCE-PHELPS INC PLUMBING EQP & SUPP 51.60 4500012092 1,400.00 4500012092 1 11/5/2019 100972 LINDSAY TRANSPORTATION SOLUTIONS AUTO ACCESSORIES 1,400.00 4500012095 166.80 4500012095 1 11/5/2019 102375 ANA SOURCING LLC 1ST AID & SAFETY EQP 166.80 4500012102 22,389.40 4500012102 1 11/5/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERICMAINT/REPAIR-ELECT. 17,353.00 4500012102 2 11/5/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERICMAINT/REPAIR-ELECT. 4,958.00 4500012102 3 11/5/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERICMAINT/REPAIR-ELECT. 78.40 4500012104 504.00 4500012104 1 11/5/2019 101067 TINA A LISTON-HORNER ELEC EQP/SUPP-NO CBL 504.00 4500012105 79.38 4500012105 1 11/5/2019 100026 ACME UNIFORMS FOR INDUSTRY CLOTHING UNIFORM 61.38 4500012105 2 11/5/2019 100026 ACME UNIFORMS FOR INDUSTRY CLOTHING UNIFORM 18.00 4500012106 565.30 4500012106 1 11/5/2019 101973 SUPREME SAFETY, INC JANITORIAL SUPPLIES 510.30 4500012106 2 11/5/2019 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 55.00 4500012111 1,450.00 4500012111 1 11/6/2019 101067 TINA A LISTON-HORNER ELEC EQP/SUPP-NO CBL 1,450.00 4500012115 7,447.29 4500012115 1 11/18/2019 102607 FAMILLE GROUP INC. MISC PROF SRVS 7,447.29 4500012116 86.54 4500012116 1 11/7/2019 101066 PEIRCE-PHELPS INC PLUMBING EQP & SUPP 86.54 4500012117 975.00 4500012117 1 11/7/2019 100644 FRANKLIN - GRIFFITH, LLC ELEC EQP/SUPP-NO CBL 975.00 4500012126 12,720.00 4500012126 1 11/8/2019 101190 TRI-M GROUP LLC MAINT/REPAIR-BLDG 12,720.00 4500012128 16,528.00 4500012128 1 11/8/2019 101190 TRI-M GROUP LLC MAINT/REPAIR-ELECT. 16,528.00 4500012130 6,066.50 4500012130 1 11/8/2019 101181 TRANSPO INDUSTRIES INC MAIN/REPAIR-RAILROAD 715.00 4500012130 2 11/8/2019 101181 TRANSPO INDUSTRIES INC MAIN/REPAIR-RAILROAD 1,634.00 4500012130 3 11/8/2019 101181 TRANSPO INDUSTRIES INC MAIN/REPAIR-RAILROAD 2,796.00 4500012130 4 11/8/2019 101181 TRANSPO INDUSTRIES INC MAIN/REPAIR-RAILROAD 699.00 4500012130 5 11/8/2019 101181 TRANSPO INDUSTRIES INC MAIN/REPAIR-RAILROAD 147.50 4500012130 6 11/8/2019 101181 TRANSPO INDUSTRIES INC MAIN/REPAIR-RAILROAD 75.00 4500012131 2,951.44 4500012131 1 11/8/2019 102243 JOHNSON CONTROLS FIRE PROECTION LOCKS/LOCKSMITH SRVS 2,951.44 4500012146 11,250.00 4500012146 1 11/12/2019 100143 E. J. WARD, INC. COMP ACCESS./SUPP. 4,842.00 4500012146 2 11/12/2019 100143 E. J. WARD, INC. COMP ACCESS./SUPP. 6,408.00 4500012148 1,401.37 4500012148 1 11/12/2019 100262 KEYPORT ARMY NAVY CLOTHING UNIFORM 779.85 4500012148 2 11/12/2019 100262 KEYPORT ARMY NAVY CLOTHING UNIFORM 91.65 DRPA Monthly List of Previously Approved Purchase Orders ~ November 2019

4500012148 3 11/12/2019 100262 KEYPORT ARMY NAVY CLOTHING UNIFORM 433.25 4500012148 4 11/12/2019 100262 KEYPORT ARMY NAVY CLOTHING UNIFORM 96.62 4500012150 398.12 4500012150 1 11/12/2019 100302 MULTIFACET, INC. PAINTING EQP/ACCESS 398.12 4500012151 4,000.00 4500012151 1 11/12/2019 100397 RIGGINS INC TEST/CALIBR SRVS 2,000.00 4500012151 2 11/12/2019 100397 RIGGINS INC TEST/CALIBR SRVS 1,000.00 4500012151 3 11/12/2019 100397 RIGGINS INC TEST/CALIBR SRVS 1,000.00 4500012152 441.57 4500012152 1 11/13/2019 100646 W.W. GRAINGER INC. HARDWARE & RELATED 336.24 4500012152 2 11/13/2019 100646 W.W. GRAINGER INC. HARDWARE & RELATED 105.33 4500012156 4,240.00 4500012156 1 11/13/2019 101067 TINA A LISTON-HORNER ELEC EQP/SUPP-NO CBL 4,240.00 4500012158 2,250.00 4500012158 1 11/13/2019 100062 AVANTI DATA PRODUCTS CORP FARE COLLECTION EQP 2,250.00 4500012160 241.60 4500012160 1 11/13/2019 100262 KEYPORT ARMY NAVY CLOTHING UNIFORM 241.60 4500012162 180.00 4500012162 1 11/14/2019 101195 ULINE, INC HARDWARE & RELATED 180.00 4500012163 166.00 4500012163 1 11/14/2019 101973 SUPREME SAFETY, INC CLOTHING UNIFORM 166.00 4500012168 3,778.44 4500012168 1 11/15/2019 100472 TRANSCORE LP FARE COLLECTION EQP 672.00 4500012168 2 11/15/2019 100472 TRANSCORE LP FARE COLLECTION EQP 672.00 4500012168 3 11/15/2019 100472 TRANSCORE LP FARE COLLECTION EQP 856.80 4500012168 4 11/15/2019 100472 TRANSCORE LP FARE COLLECTION EQP 856.80 4500012168 5 11/15/2019 100472 TRANSCORE LP FARE COLLECTION EQP 114.00 4500012168 6 11/15/2019 100472 TRANSCORE LP FARE COLLECTION EQP 114.00 4500012168 7 11/15/2019 100472 TRANSCORE LP FARE COLLECTION EQP 246.42 4500012168 8 11/15/2019 100472 TRANSCORE LP FARE COLLECTION EQP 246.42 4500012172 874.00 4500012172 1 11/15/2019 100373 PROVANTAGE LLC ELECTRON COMPON/PRTS 874.00 4500012174 15,152.80 4500012174 1 11/15/2019 101950 PCMG, INC. DATA PROC SRVS & SW 15,152.80 4500012182 2,835.00 4500012182 1 11/15/2019 100899 GOODYEAR WHOLESALE TIRE CENTERS TIRES AND TUBES 2,835.00 4500012184 4,831.52 4500012184 1 11/18/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERICMAINT/REPAIR-ELECT. 2,540.80 4500012184 2 11/18/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERICMAINT/REPAIR-ELECT. 76.16 4500012184 3 11/18/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERICMAINT/REPAIR-ELECT. 85.60 4500012184 4 11/18/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERICMAINT/REPAIR-ELECT. 88.96 4500012184 5 11/18/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERICMAINT/REPAIR-ELECT. 2,040.00 4500012188 278.00 4500012188 1 11/18/2019 102375 ANA SOURCING LLC 1ST AID & SAFETY EQP 278.00 4500012190 288.00 4500012190 1 11/18/2019 101067 TINA A LISTON-HORNER ELEC EQP/SUPP-NO CBL 288.00 4500012191 67.20 4500012191 1 11/18/2019 100262 KEYPORT ARMY NAVY CLOTHING UNIFORM 67.20 4500012192 324.24 4500012192 1 11/18/2019 101125 SHERWIN WILLIAMS PAINTING EQP/ACCESS 324.24 4500012193 779.60 4500012193 1 11/18/2019 101803 TRI-STATE DISTRIBUTORS OF NJ, INC ELEC EQP/SUPP-NO CBL 779.60 4500012194 500.00 4500012194 1 11/18/2019 101067 TINA A LISTON-HORNER ELEC EQP/SUPP-NO CBL 500.00 4500012195 779.60 4500012195 1 11/18/2019 101191 TRISTATE INDUSTRIAL DISTRIBUTORS OF ELEC EQP/SUPP-NO CBL 779.60 4500012202 409.92 4500012202 1 11/19/2019 100436 STAUFFER GLOVE & SAFETY 1ST AID & SAFETY EQP 209.76 4500012202 2 11/19/2019 100436 STAUFFER GLOVE & SAFETY 1ST AID & SAFETY EQP 200.16 4500012214 7,049.00 4500012214 1 11/21/2019 101181 TRANSPO INDUSTRIES INC MAIN/REPAIR-RAILROAD 845.00 4500012214 2 11/21/2019 101181 TRANSPO INDUSTRIES INC MAIN/REPAIR-RAILROAD 2,097.00 4500012214 3 11/21/2019 101181 TRANSPO INDUSTRIES INC MAIN/REPAIR-RAILROAD 2,097.00 4500012214 4 11/21/2019 101181 TRANSPO INDUSTRIES INC MAIN/REPAIR-RAILROAD 75.00 4500012214 5 11/21/2019 101181 TRANSPO INDUSTRIES INC MAIN/REPAIR-RAILROAD 246.00 4500012214 6 11/21/2019 101181 TRANSPO INDUSTRIES INC MAIN/REPAIR-RAILROAD 1,689.00 4500012223 7,856.25 4500012223 1 11/25/2019 100817 COONEY BROTHERS INC HVAC 7,856.25 4500012225 2,080.00 4500012225 1 11/25/2019 100972 LINDSAY TRANSPORTATION SOLUTIONS AUTO ACCESSORIES 1,080.00 4500012225 2 11/25/2019 100972 LINDSAY TRANSPORTATION SOLUTIONS AUTO ACCESSORIES 1,000.00 4500012227 1,644.00 DRPA Monthly List of Previously Approved Purchase Orders ~ November 2019

4500012227 1 11/26/2019 100302 MULTIFACET, INC. HARDWARE & RELATED 1,644.00 4500012228 15,192.00 4500012228 1 11/26/2019 101166 THE REVENUE MARKETS, INC. FARE COLLECTION EQP 15,192.00 4500012229 128.70 4500012229 1 11/26/2019 100445 T. FRANK MCCALL'S, INC. PAINTING EQP/ACCESS 128.70 4500012232 1,435.50 4500012232 1 11/26/2019 100342 PENDERGAST SAFETY EQUIPMENT CO 1ST AID & SAFETY EQP 1,435.50 4500012235 1,794.96 4500012235 1 11/26/2019 100660 PABCO INDUSTRIES LLC FARE COLLECTION EQP 1,794.96 4500012236 481.45 4500012236 1 11/26/2019 101476 UNITED ELECTRIC SUPPLY CO., INC. NON ELECTRON-CBL/WRE 481.45 4500012245 543.90 4500012245 1 11/29/2019 101125 SHERWIN WILLIAMS PAINTING EQP/ACCESS 543.90

OPERATIONS & MAINTENANCE COMMITTEE

DELAWARE RIVER PORT AUTHORITY Operations & Maintenance Committee Meeting

One Port Center 2 Riverside Drive Camden, New Jersey Tuesday, November 26, 2019

Commissioners: Albert Frattali, Chairman of the Operations & Maintenance Committee Angelina Perryman (via telephone) Charles Fentress Bruce Garganio Richard Sweeney Joseph Martz (via telephone) Frank DiAntonio Daniel Christy (via telephone) Robert Borski (for Treasurer Torsella; via telephone)

DRPA/PATCO Staff: John Hanson, Chief Executive Officer Maria Wing, Deputy Chief Executive Officer Raymond J. Santarelli, General Counsel and Corporate Secretary Steven Holden, Deputy General Counsel Narisa Sasitorn, Deputy General Counsel Kathleen Vandy, Assistant General Counsel Gerald Faber, Assistant General Counsel Michael Venuto, Chief Engineer David Aubrey, Inspector General Richard Mosback, Director of Procurement Jack Stief, Chief, Public Safety William Shanahan, Director, Government Relations Amy Ash, Manager, Contract Administration Larry Walton, Bridge Director, WWB & CBB John Rink, General Manager, PATCO Rohan Hepkins, Assistant General Manager, PATCO Steve Reiners, Director, Fleet Management Michael Williams, Manager, Corporate Communications Christina Maroney, Director, Strategic Initiatives Tonyelle Cook-Artis, Manager, Government Relations Barbara Holcomb, Manager, Capital Grants Susan Bond, Engineering Program Analyst Jonathan Sparacio, Sr. Engineer Vijay Pandya, Manager, Construction & Maintenance Elizabeth Saylor, Administrative Coordinator, OGC Dawn Whiton, Executive Assistant to the Chief Executive Officer

Others Present: Craig Ambrose of the New Jersey Governor’s Authorities Unit (via telephone) Alan Becker, Citizens’ Advisory Committee

Page 1 of 6 CALL TO ORDER Committee Chairman Frattali called the meeting of the Operations & Maintenance Committee of the Delaware River Port Authority to order at 9:01 a.m. and asked the Corporate Secretary to call the roll.

ROLL CALL The following Commissioners were present, constituting a quorum: Frattali, Perryman, Fentress, DiAntonio, Sweeney, Martz, Garganio, Christy and Borski.

OPEN SESSION

A. Summary Statements and Resolutions for Consideration

Committee Chairman Frattali stated that there were twelve (12) Summary Statements and Resolutions for the Committee.

1) DRPA-19-127 Contract No. WW-32-2018, Walt Whitman Bridge Corridor Rehabilitation at I-76 – PA Approach.

Chief Engineer Venuto presented a Summary Statement and Resolution that the Board authorize staff to negotiate a construction contract with the JPC Group, Inc. to perform the rehabilitation of the Walt Whitman Bridge Corridor at I-76 – PA approach in an amount not to exceed $66,991,143.90. Commissioner Fentress moved to forward the matter to the Board for consideration and Commissioner DiAntonio seconded the motion. There were no questions or comments. All Commissioners in attendance voted to approve the motion.

2) DRPA-19-128 Construction Monitoring Services for Contract No. WW-32-2018, Walt Whitman Bridge Corridor Rehabilitation at I-76 – PA Approach.

Chief Engineer Venuto presented a Summary Statement and Resolution that the Board authorize staff to negotiate an agreement with STV Incorporated to provide Construction Monitoring Services for Contract No. WW-23-2018, Walt Whitman Bridge Corridor Rehabilitation at I-76 – PA approach, in an amount not to exceed $3,989,977.00. Commissioner Fentress moved to forward the matter to the Board for consideration and Commissioner Garganio seconded the motion. There were no questions or comments. All Commissioners in attendance voted to approve the motion.

3) DRPA-19-129 Contract No. WW-31-2018, Walt Whitman Bridge NJ Approach Bridges Painting.

Chief Engineer Venuto presented a Summary Statement and Resolution that the Board authorize staff to negotiate a construction contract with Jupiter Painting Contracting to perform the Walt Whitman Bridge New Jersey Approach Bridges Painting Project in an amount not to exceed $13,227,840.00. Commissioner DiAntonio moved to forward the matter to the Board for consideration and Commissioner Fentress seconded the motion. Commissioner Sweeney abstained from the vote. There were no questions or comments. All other Commissioners in attendance voted to approve the motion.

Page 2 of 6 4) DRPA-19-130 Construction Monitoring Services for Contract No. WW-31-2018, Walt Whitman Bridge NJ Approach Bridges Painting.

Chief Engineer Venuto presented a Summary Statement and Resolution that the Board authorize staff to negotiate an agreement with Greeman-Pedersen, Inc. to provide Construction Monitoring Services for Contract No. WW-31-2018, Walt Whitman Bridge New Jersey Approach Bridges Painting Project, in an amount not to exceed $3,056,592.00. Commissioner Garganio moved to forward the matter to the Board for consideration and Commissioner Fentress seconded the motion. There were no questions or comments. All Commissioners in attendance voted to approve the motion.

5) DRPA-19-134 Design Services for Walt Whitman Bridge Main Cable Investigation and Dehumidification.

Chief Engineer Venuto presented a Summary Statement and Resolution that the Board authorize staff to negotiate an agreement with Louis Berger U.S., Inc. to provide Design, Bidding and Award, and Construction Support Services for the Walt Whitman Bridge Main Cable Investigation and Dehumidification Project, in an amount not to exceed $9,699,817.00. Commissioner Sweeney moved to forward the matter to the Board for consideration and Commissioner DiAntonio seconded the motion. Commissioner Garganio abstained from the vote. There were no questions or comments. All other Commissioners in attendance voted to approve the motion.

6) DRPA-19-135 Easement Agreement with Holt Hauling and Warehousing Systems, Inc. or Affiliated Companies for Block 2.01, Lot 3 and Lot 4.

Deputy Chief Executive Officer Wing presented a Summary Statement and Resolution that the Board authorize staff to negotiate a perpetual easement agreement with Hold Hauling and Warehousing Systems, Inc. or Affiliated Companies (“Holt”) for the purpose of relocating utilities at the anchorage yard of the Walt Whitman Bridge. Commissioner Fentress moved to forward the matter to the Board for consideration and Commissioner Sweeney seconded the motion. There were no other questions or comments. All Commissioners in attendance voted to approve the motion.

7) PATCO-19-030 Promotion of PATCO to Students in 2020.

General Manager Rink presented a Summary Statement and Resolution that the Board authorize staff to promote PATCO ridership through special programs for students in 2020, in an amount not to exceed $4,000.00. Commissioner Garganio moved to forward the matter to the Board for consideration and Commissioner Sweeney seconded the motion. There were no questions or comments. All other Commissioners in attendance voted to approve the motion.

8) PATCO-19-031 PATCO Marketing through Promotional Efforts with Local Organizations and Venues in 2020.

General Manager Rink presented a Summary Statement and Resolution that the Board authorize staff to promote PATCO ridership through co-promotions and marketing with various community organizations and venues through use of DRPA/PATCO facilities in 2020. Commissioner Fentress moved to forward the matter to the Board for consideration and Commissioner Garganio seconded the motion. There were no questions or comments. All Commissioners in attendance voted to approve the motion.

Page 3 of 6 9) PATCO-19-032 Industry, Historical and Technical Societies and Schools Touring PATCO Facilities in 2020.

General Manager Rink presented a Summary Statement and Resolution that the Board authorize staff to allow tours of PATCO facilities to Industry, Historical and Technical Societies and Schools in 2020. Commissioner DiAntonio moved to forward the matter to the Board for consideration and Commissioner Sweeney seconded the motion. There were no questions or comments. All other Commissioners in attendance voted to approve the motion.

10) DRPA-19-136 UB60 Aerial Equipment Trucks Rentals.

Director Reiners presented a Summary Statement and Resolution that the Board authorize staff to negotiate a purchase order contract with N.E. Bridge Contractors to rent three (3) UB 60 Aerial Equipment Trucks, for a period of two (2) months per year. The contract is to be for three years, in an amount not to exceed $648,000.00. Commissioner Sweeney questioned whether there had been any local bidders. Commissioner Fentress moved to forward the matter to the Board for consideration and Commissioner DiAntonio seconded the motion. There were no other questions or comments. All Commissioners in attendance voted to approve the motion.

11) DRPA-19-137 Rental Equipment.

Director Reiners presented a Summary Statement and Resolution that the Board authorize staff to negotiate a three (3) year purchase order contract with Sunbelt Rentals, Inc. to rent equipment for DRPA and PATCO, in an amount not to exceed $346,800.00. Commissioner Fentress moved to forward the matter to the Board for consideration and Commissioner DiAntonio seconded the motion. There were no questions or comments. All Commissioners in attendance voted to approve the motion.

12) DRPA-19-138 Transit Security Grant Program and Port Security Grant Program Management and Administration Services.

Director Shanahan presented a Summary Statement and Resolution that the Board authorize staff to procure and enter into an agreement with the successful vendor to perform Management and Administration Services for all TSGP and PSGP projects for years 2019 through 2022, in an amount not to exceed the awarded grant. Commissioner Sweeney moved to forward the matter to the Board for consideration and Commissioner Garganio seconded the motion. There were no questions or comments. All Commissioners in attendance voted to approve the motion.

13) DRPA-19-139 PARTSWG Regional Public Security Awareness Project, Phase VIII.

Director Shanahan presented a Summary Statement and Resolution that the Board authorize staff to into an agreement with the successful vendor to plan, develop and execute the Regional Public Security Awareness Project, (PSA) Phase VIII in an amount not to exceed $1,200,000.00, on behalf of the Philadelphia Area Regional Transit Security Working Group. Commissioner Fentress moved to forward the matter to the Board for consideration and Commissioner Garganio seconded the motion. There were no questions or comments. All Commissioners in attendance voted to approve the motion.

Page 4 of 6 GENERAL DISCUSSION

Committee Chairman Frattali stated that there were two (2) items for general discussion.

Director Mosback provided an update on the Triennial Review that the Delaware River Port Authority is required to undergo every three (3) years as a recipient of federal funds. The Triennial Review is an FTA management tool that examines grantee performance and adherence to FTA policies and procedures. The Authority started the review in 2018 and we are a majority of the way through the multi-part process. Mr. Mosback acknowledged the contributions of several employees and departments and stated that the FTA was impressed with the DRPA’s response to the Review. Committee Chairman Frattali requested that we promote this accomplishment publicly.

Chief Engineer Venuto discussed the following Change Order: Contract No. PATCO-57-2019, Woodcrest Parking Lot Rehabilitation (R). Chief Engineer Venuto explained that this the first and final Change Order for the Woodcrest Parking Lot Rehabilitation with Railroad Construction Company relating to the original contract amount of $5,247,000.00, of which there was $400,000.00 of unforeseen site conditions. The Change Order, which will close out the Project, is a credit adjustment the contract to the amount in the amount of $648,113.82.00. The Change Order also includes the additional contract time of 188 days. Commissioner Garganio inquired about the extension of 188 calendar days to the contract. Chief Engineer Venuto replied that due to the lack of parking during the project we increased the amount of phases to complete specific sections of the parking lot to allow for patron parking during the rehabilitation. EXECUTIVE SESSION Committee Chairman Frattali announced that the Committee would meet in Executive Session and requested that Corporate Secretary Santarelli provide a description of the matters to be discussed. Mr. Santarelli stated that the general subjects to be discussed in Executive Session concerned matters relating to pending or anticipated contract negotiations, pending or anticipated litigation and matters involving the attorney/client privilege. Commissioner Fentress moved to meet in Executive Session and Commissioner Garganio seconded the motion. All Commissioners in attendance voted to approve the motion and the committee meeting moved into Executive Session at 9:32 a.m.

The Committee met in Executive Session.

Commissioner DiAntonio moved to close Executive Session and Commissioner Garganio seconded the motion. All Commissioners in attendance voted to approve the motion and the committee meeting moved back into Open Session at 10:16 a.m.

OPEN SESSION

Committee Chairman Frattali stated that there were three (3) additional Summary Statements and Resolutions for the Committee.

1) DRPA-19-131 Contract NoBF-54-2019, Benjamin Franklin Bridge Rehabilitation of Suspension Spans and Anchorages

Page 5 of 6 Chief Engineer Venuto presented a Summary Statement and Resolution that the Board authorize staff to negotiate a construction contract with the firm of Skanska Koch, Inc. to perform the rehabilitation of the suspension spans and anchorages of the Benjamin Franklin Bridge in an amount not to exceed $194,990,000.00. Commissioner Sweeney moved to forward the matter to the Board for consideration and Commissioner Fentress seconded the motion. There were no questions or comments. All Commissioners in attendance voted to approve the motion.

2) DRPA-19-132 Construction Monitoring Services for Contract No. BF-54-2019, Benjamin Franklin Bridge Rehabilitation of Suspension Spans and Anchorages.

Chief Engineer Venuto presented a Summary Statement and Resolution that the Board authorize staff to negotiate an agreement with Greenman-Pedersen, Inc. to provide Construction Monitoring Services for Contract No. BF-54-2019, the Benjamin Franklin Bridge Rehabilitation of Suspension Spans and Anchorages Project, in an amount not to exceed $13,975,670.00. Commissioner Fentress moved to forward the matter to the Board for consideration and Commissioner Sweeney seconded the motion. There were no questions or comments. All Commissioners in attendance voted to approve the motion.

3) DRPA-19-133 Capital Project Contract Modification.

Chief Engineer Venuto presented a Summary Statement and Resolution that the Board authorize staff to authorize the execution of contract modifications to certain contracts for Authority capital projects and that the Board amend the 2019 Capital Budget to include the increase in the contract amount being requested in this Resolution. Commissioner Fentress moved to forward the matter to the Board for consideration and Commissioner DiAntonio seconded the motion. There were no additional questions or comments. All Commissioners in attendance voted to approve the motion.

ADJOURNMENT

With no further business, Commissioner Fentress moved to adjourn the meeting and Commissioner Perryman seconded the motion. All Commissioners in attendance voted to approve the motion and the meeting adjourned at 10:22 a.m.

Page 6 of 6 SUMMARY STATEMENT

ITEM NO.: DRPA-19-127

SUBJECT: Contract No. WW-32-2018, Walt Whitman Bridge Corridor Rehabilitation at I76 - PA Approach

COMMITTEE: Operations & Maintenance

COMMITTEE MEETING DATE: November 26, 2019

BOARD ACTION DATE: December 11, 2019

PROPOSAL: That the Board authorizes staff to negotiate a construction contract with the firm of JPC Group, Inc. to perform the rehabilitation of the Walt Whitman Bridge Corridor at I76 - PA Approach.

Amount: $66,991,143.90

Contractor: JPC Group, Inc. 228 Blackwood-Barnsboro Road Blackwood, New Jersey 08012

Other Bidders: A. P. Construction, Inc. $71,737,588.00 Buckley & Company, Inc. $74,634,557.40 James J. Anderson Company $73,597,064.20 South State, Inc. $69,530,918.55

Engineers Estimate: $ 64,041,683.07

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

Contractor Proposed MBE/WBE Commitments: MBE: 8% WBE: 4%

PURPOSE: To perform rehabilitation of the Walt Whitman Bridge Corridor at I76 - PA Approach.

BACKGROUND: The work to be completed under this contract consists of the improvement and protection of the Walt Whitman Bridge corridor along I-76 in Philadelphia. The project will provide structural, civil, roadway, lighting, communication and electrical replacement, sign structure removal and replacement, and signage improvement along approximately two miles of the I-76 corridor from the area of the existing toll plaza westward to the I-76/Passyunk Avenue interchange. Improvements include pavement rehabilitation by milling and overlay, select areas of full-depth pavement reconstruction with curb replacement, minor shoulder grading, addition of drainage inlets, removal and replacement of LMC’s on bridge decks, bearing rehabilitation, rehabilitation of pedestrian tunnels, installation of new light poles and electrical lines, installation of new ITS fiber optic lines, and the removal and replacement of sign structures on the corridor and gantries at the approach spans.

The project was publicly advertised and bid documents were offered to the public beginning on September 17, 2019 with a bid opening date of November 1, 2019. Twenty Nine (29) sets of documents were requested. A total of five (5) bids were received. The low responsive and responsible bid was submitted by JPC Group, Inc. in the amount of $66,991,143.90.

Staff has completed the evaluation of bids and recommends that the contract be awarded to JPC Group, Inc., in the amount of $66,991,143.90 as the low responsive and responsible bidder.

SUMMARY: Amount: $66,991,143.90 Source of Funds: 2018 A Revenue Bonds Capital Project #: WWB.01503 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 930 Calendar Days Other Parties Involved: N/A Estimated Number of Jobs Supported: 1921 DRPA-19-127 Operations & Maintenance Committee: November 26, 2019 Board Date: December 11, 2019 Contract No. WW-32-2018, Walt Whitman Bridge Corridor Rehabilitation at I76 - PA Approach

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority accepts the bid of $66,991,143.90 to perform corridor rehabilitation of the Walt Whitman Bridge, and that the proper officers of the Authority be and hereby are authorized to negotiate a contract with JPC Group, Inc. for the required work in an amount not to exceed $66,991,143.90, 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: $66,991,143.90 Source of Funds: 2018 A Revenue Bonds Capital Project #: WWB.01503 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 930 Calendar Days Other Parties Involved: N/A Estimated Number of Jobs Supported: 1921 SUMMARY STATEMENT

ITEM NO.: DRPA-19-128

SUBJECT: Construction Monitoring Services for Contract No. WW-32-2018, Walt Whitman Bridge Corridor Rehabilitation at I76 – PA Approach

COMMITTEE: Operations and Maintenance

COMMITTEE MEETING DATE: November 26, 2019

BOARD ACTION DATE: December 11, 2019

PROPOSAL: That the Board authorizes staff to negotiate an agreement with STV Incorporated to provide Construction Monitoring Services for Contract No. WW-23-2018, Walt Whitman Bridge Corridor Rehabilitation at I76 – PA Approach.

Amount: $3,989,977.00

Consultant: STV, Incorporated 997 Lenox Drive, Suite 102 Lawrenceville, NJ 08648

Other Consultants: Gannett Fleming Greenman-Pedersen, Inc. Johnson, Mirmiran, &Thompson, Inc. Maser Consulting P.A. Urban Engineering, Inc.

Engineers Estimate: $4,371,000.00

MBE/WBE Goals: MBE: 7% WBE: 3%

Consultant Proposed MBE/WBE Commitments: MBE: 7% WBE: 3%

PURPOSE: To provide full-time, on-site construction inspection and monitoring services for Contract No. WW-32-2018, Walt Whitman Bridge Corridor Rehabilitation at I76 – PA Approach. 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. WW-32-2018 consists of improvements to the structural, civil, roadway, lighting, electrical, and communication systems along Interstate 76 between the Passyunk Avenue interchange and the Toll Plaza.

The Authority publicly advertised its intent to retain a consultant and invited interested firms to submit Statements of Qualifications. Ten (10) firms responded with Statements of Qualifications on November 7, 2018. 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.

STV, Incorporated 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 39 years of experience on similar roadway and renovation and repaving projects. STV, Incorporated’s Inspection Team has between 15-30 years of experience inspecting roadway improvements similar to those required for this contract. Overall, the team assembled by STV, Incorporated 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, STV, Incorporated’s price was determined to be fair and reasonable.

It is recommended that an engineering services agreement be negotiated with STV, Incorporated for the costs and associated fees not to exceed $3,989,977.00 to provide engineering services in accordance with the Request for Proposal.

SUMMARY: Amount: $ 3,989,977.00 Source of Funds: 2018 A Revenue Bonds Capital Project #: WWB.01503 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Thirty-four (34) months Other Parties Involved: N/A Estimated Number of Jobs Supported: 13 DRPA-19-128 Operations and Maintenance Committee: November 26, 2019 Board Date: December 11, 2019 Construction Monitoring Services for Contract No. WW-32-2018, WWB Corridor Rehabilitation PA Approach

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority accepts the Proposal of STV, Incorporated to provide Construction Monitoring Services for Contract No. WW-32-2018, Walt Whitman Bridge Corridor Rehabilitation at I76 – PA Approach and that the proper officers of the Authority be and hereby are authorized to negotiate an Agreement with STV, Incorporated for an amount not to exceed $3,989,977.00, 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: $ 3,989,977.00 Source of Funds: 2018 A Revenue Bonds Capital Project #: WWB.01503 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Thirty-four (34) months Other Parties Involved: N/A Estimated Number of Jobs Supported: 13 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. WW-32-2018 Walt Whitman Bridge Corridor Rehabilitation at I76 – PA Approach Technical Proposal Evaluation, Findings and Recommendation Report DATE: November 7, 2019

The Request for Qualifications (RFQs), which was posted on the Authority’s web-site, invited consultants to submit Statements of Qualifications (SOQs). Ten (10) firms submitted SOQs on November 7, 2018.

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:

Gannett Fleming Greenman-Pedersen, Inc. Johnson,Mirmiran, & Thompson, Inc. Maser Consulting P.A. STV Inc. Urban Engineering, Inc.

The short listed firms were sent a RFP on January 31, 2019. The Technical Proposals and separate sealed Price Proposals were received on March 8, 2019 from Gannett Fleming; Greenman- Pedersen, Inc.; Johnson,Mirmiran, & Thompson, Inc.; Maser Consulting P.A.; STV Inc.; and Urban Engineering, Inc.

The Review Committee, consisting of three (3) staff engineers, reviewed and evaluated the Technical Proposals.

STV, Incorporated 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 39 years of experience on similar roadway and renovation and repaving projects. STV, Incorporated’s Inspection Team has between 15-30 years of experience inspecting roadway improvements similar to those required for this contract. Overall, the team assembled by STV, Incorporated 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 $4,371,000.00 as a guide. Price Proposals were opened on June 12, 2019.

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 32,940 $4,371,000.00 1 STV, Inc. 30,628 $4,362,809.45 26,898 $3,989,977.00 2 Maser Consulting 19,290 $2,928,106.75 3 Greenman-Pedersen 24,349 $4,617,587.16 4 Gannett Fleming 27,943 $4,166,068.72 5 Urban Engineering 40,060 $5,134,876.08 6 JMT 32,232 $3,585,715.63

The Price Proposal from the highest technically ranked firm, STV, Inc., dated March 8, 2019 was reviewed by Engineering Department staff. It was observed to be 0.2 % lower than the Engineer’s Estimate. Negotiations commenced which resulted in a final Price Proposal in an amount of $3,989,977.27. Based on the Review Committee’s findings the Price Proposal of STV, Incorporated has been determined to be fair and reasonable and therefore the committee recommends that an Engineering Services Agreement be issued to the highest technically ranked firm, STV, Incorporated.

Based on a review of the Review Committee’s evaluation and supporting documentation, I concur with the recommendation to engage STV, Incorporated of Lawrenceville, NJ, in the amount of $3,989,977.00 for this Agreement. SUMMARY STATEMENT

ITEM NO.: DRPA-19-129

SUBJECT: Contract No. WW-31-2018, Walt Whitman Bridge NJ Approach Bridges Painting

COMMITTEE: Operations & Maintenance

COMMITTEE MEETING DATE: November 26, 2019

BOARD ACTION DATE: December 11, 2019

PROPOSAL: That the Board authorizes staff to negotiate a construction contract with the firm of Jupiter Painting Contracting to perform the WWB NJ Approach Bridges Painting.

Amount: $13,227,840.00

Contractor: Jupiter Painting Contracting 1500 River Rd. Croydon, PA 19021

Other Bidders: Allied Painting, Inc. $ 15,861,000.00 Corcon, Inc. $ 16,230,200.00 Blastech Enterprises Inc. $ 17,998,000.00 Liberty Maintenance Inc. $ 21,844,815.00

Engineers Estimate: $18,420,900.00

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

Contractor Proposed MBE/WBE Commitments: MBE: 9.5% WBE: 4.8%

PURPOSE: The work to be completed under this contract consists of blast cleaning and painting the lead coated steel of the Walt Whitman Bridge, New Jersey Approach. The work also includes steel repairs of bridge components. BACKGROUND: Biennial Inspections and coating condition assessment of the Walt Whitman Bridge recommended that the bridge be de-leaded, painted, and that steel repairs be performed.

The project was publicly advertised and bid documents were offered to the public beginning on September 26, 2019 with a bid opening date of November 5, 2019. Fifteen (15) sets of documents were sold. A total of five (5) bids were received. The low responsive and responsible bid was submitted by Jupiter Painting Contracting in the amount of $13,227,840.00.

Staff has completed the evaluation of bids and recommends that the contract be awarded to Jupiter Painting Contracting, in the amount of $13,227,840.00 as the low responsive and responsible bidder.

SUMMARY: Amount: $13,227,840.00 Source of Funds: 2018 A Revenue Bonds Capital Project #: WWB.01902 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 730 Calendar Days Other Parties Involved: N/A Estimated Number of Jobs Supported: 39 DRPA-19-129 Operations & Maintenance Committee: November 26, 2019 Board Date: December 11, 2019 Contract No. WW-31-2018, Walt Whitman Bridge NJ Approach Bridges Painting

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority accepts the bid of $13,227,840.00 to perform the Walt Whitman Bridge NJ Approach Bridges Painting, and that the proper officers of the Authority be and hereby are authorized to negotiate a contract with Jupiter Painting Contracting for the required work in an amount not to exceed $$13,227,840.00, 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: $13,227,840.00 Source of Funds: 2018 A Revenue Bonds Capital Project #: WWB.01902 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 730 Calendar Days Other Parties Involved: N/A Estimated Number of Jobs Supported: 39 SUMMARY STATEMENT

ITEM NO.: DRPA-19-130

SUBJECT: Construction Monitoring Services for Contract No. WW-31-2018, Walt Whitman Bridge NJ Approach Bridges Painting

COMMITTEE: Operations and Maintenance

COMMITTEE MEETING DATE: November 26, 2019

BOARD ACTION DATE: December 11, 2019

PROPOSAL: That the Board authorizes staff to negotiate an agreement with Greeman-Pedersen, Inc. to provide Construction Monitoring Services for Contract No. WW-31-2018, Walt Whitman Bridge NJ Approach Bridges Painting.

Amount: $3,056,592.00

Consultant: Greenman-Pedersen, Inc. 100 Corporate Drive, Suite 301 Lebanon, NJ 08833

Other Consultants: JMT, Inc. Maser Consulting P.A. STV, Inc.

Engineers Estimate: $3,056,833.00

PURPOSE: To provide full-time, on-site construction inspection and monitoring services for Contract No. WW-31-2018, Walt Whitman Bridge NJ Approach Bridges Painting. 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. WW-31-2018 consists of miscellaneous steel repairs, work platform installation, containment construction, steel-surface preparation utilizing expendable abrasives or steel grit abrasives, as well as the installation of a three-coat painting system.

The Authority publicly advertised its intent to retain a consultant and invited interested firms to submit Statements of Qualifications. Six (6) firms responded with Statements of Qualifications on July 9, 2018. Five (5) 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.

Greenman-Pedersen, Inc. 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 similar experience with long span bridge rehabilitation and painting for transit agencies. Greenman Pedersen, Inc.’s Inspection Team has many years experience inspecting bridge repairs similar to those required for this contract. Overall, the team assembled by Greenman Pedersen, Inc. 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, Greenman Pedersen Inc.’s price was determined to be fair and reasonable.

It is recommended that an engineering services agreement be negotiated with Greenman Pedersen Inc. for the costs and associated fees not to exceed $3,056,592.00 to provide engineering services in accordance with the Request for Proposal.

SUMMARY: Amount: $ 3,056,592.00 Source of Funds: 2018 A Revenue Bonds Capital Project #: WWB.01902 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 750 Calendar Days Other Parties Involved: N/A Estimated Number of Jobs Supported: 11 DRPA-19-130 Operations and Maintenance Committee: November 26, 2019 Board Date: December 11, 2019 Construction Monitoring Services for Contract No. WW-31-2018 Walt Whitman Bridge NJ Approach Bridges Painting

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority accepts the Proposal of Greenman Pedersen Inc. to provide Construction Monitoring Services for Contract No. WW-31-2018, Walt Whitman Bridge NJ Approach Bridges Painting and that the proper officers of the Authority be and hereby are authorized to negotiate an Agreement with Greeman- Pedersen, Inc. for an amount not to exceed $3,056,592.00 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: $ 3,056,592.00 Source of Funds: 2018 A Revenue Bonds Capital Project #: WWB.01902 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 750 Calendar Days Other Parties Involved: N/A Estimated Number of Jobs Supported: 11 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. WW-31-2018 Walt Whitman Bridge NJ APPROACH BRIDGES PAINTING Technical Proposal Evaluation, Findings and Recommendation Report DATE: November 18, 2019

The Request for Qualifications (RFQs), which was posted on the Authority’s web-site, invited consultants to submit Statements of Qualifications (SOQs). Six (6) firms submitted SOQs on July 9, 2018.

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:

Greenman-Pederson, Inc. Johnson, Mirmiran & Thompson, Inc. Liro Engineers, Inc. Maser Consulting, P.A. STV, Inc.

The short listed firms were sent a RFP on August 2, 2018. The Technical Proposals and separate sealed Price Proposals were received on August 30, 2018 from Greenman-Pederson, Inc., Johnson, Mirmiran & Thompson, Inc. Liro Engineers, Inc., Maser Consulting, P.A. STV, Inc.

The Review Committee, consisting of three (3) staff engineers, reviewed and evaluated the Technical Proposals.

Greenman-Pederson, Inc. 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 experience in long span bridge rehabilitation, NJ Turnpike widening, interchanges and a new bridge over Amtrak. Overall, the team assembled by Greenman-Pederson, Inc. 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 $3,056,833.60, as a guide. Price Proposals were opened on October 11, 2018

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 21,324 $3,056,833.60 1 GPI 22,004 $3,679,391.56 22,004 $3,056,592.00 2 STV 22,418 $3,033,852.37 3 MASER 10,422 $2,238,081.75 4 JMT 19,408 $2,566,573.43

The Price Proposal from the highest technically ranked firm, GPI, dated August 30, 2018 was reviewed by Engineering Department staff. It was observed to be 20% higher than the Engineer’s Estimate. GPI’s cost were higher than the engineer’s estimate due to several reasons. One of these reasons was a higher overhead and salary rates than what was estimated. Another reason for the discrepancy was that the proposed number of hours for the Project Manager was higher than the engineers estimate. GPI was able to reallocate these hours for other staff members, reducing cost but maintaining the number of man hours. Negotiations commenced which resulted in a final Price Proposal in an amount of $3,056,592.00. Based on the Review Committee’s findings the Price Proposal of Greenman-Pederson, Inc. has been determined to be fair and reasonable and therefore the committee recommends that an Engineering Services Agreement be issued to the highest technically ranked firm, Greenman-Pederson, Inc.

Based on a review of the Review Committee’s evaluation and supporting documentation, I concur with the recommendation to engage Greenman-Pedersen Inc. of Lebanon, NJ in the amount of $3,056,592.00 for this Agreement.

:jjs SUMMARY STATEMENT

ITEM NO.: DRPA-19-131

SUBJECT: Contract No. BF-54-2019, Benjamin Franklin Bridge Rehabilitation of Suspension Spans and Anchorages

COMMITTEE: Operations & Maintenance

COMMITTEE MEETING DATE: November 26, 2019

BOARD ACTION DATE: December 11, 2019

PROPOSAL: That the Board authorizes staff to negotiate a construction contract with the firm of Skanska Koch, Inc. to perform the rehabilitation of the suspension spans and anchorages at the Benjamin Franklin Bridge.

Amount: $194,990,000.00

Contractor: Skanska Koch, Inc. 400 Roosevelt Avenue Carteret, New Jersey 07008

Other Bidders: Schiavone Const. Co. LLC $215,710,000.00

Engineers Estimate: $199,389,839.67

MBE/WBE Goals: MBE: 10% WBE: 5%

Contractor Proposed MBE/WBE Commitments: MBE: 4.0% WBE: 10.5%

PURPOSE: To perform the rehabilitation of the suspension spans and anchorages at the Benjamin Franklin Bridge.

BACKGROUND: The majority of the work to be completed under this contract consists of repairs to various steel components on the suspended spans, maintenance painting, and installing a dehumidification system for the main cables. The work also includes repairs to reinforced concrete and steel members and painting inside the anchorages, rehabilitation of the North and South Walkways; replacing decorative lighting; and widening of the North Walkway between pier bents 8 and 27 in Camden. The steel repairs include replacement of the critical components of the suspension system including pin and link assemblies at both the main towers and anchorages using temporary bracing and jacking. The steel repairs also include replacement of the wind lock assemblies and repairs to the lateral bracing. Access for the work on the suspended spans will include underbridge platforms that will also provide containment for the painting operations.

Work associated with the main cable dehumidification includes constructing an enclosure inside the Philadelphia Anchorage and installing a new dehumidification system plant that will pump air, with a relative humidity of 40% or less through the main cables. The dehumidification system will preserve the suspension cables and extend their useful life.

The Authority invited interested contractors to submit Statements of Qualification for the project on May 14, 2019. Statements of Qualification were received from four (4) firms and all were prequalified. The project was publicly advertised and bid documents were offered to the prequalified firms beginning on August 2, 2019 with a bid opening date of November 14, 2019. A total of two (2) bids were received. The low responsive and responsible bid was submitted by Skanska Koch, Inc. in the amount of $194,990,000.00.

Staff has completed the evaluation of bids and recommends that the contract be awarded to Skanska Koch, Inc. in the amount of $194,990,000.00 as the low responsive and responsible bidder.

SUMMARY: Amount: $194,990,000.00 Source of Funds: 2018 A Revenue Bonds Capital Project #: BFB.01910 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 1,779 Calendar Days Other Parties Involved: N/A Estimated Number of Jobs Supported: 5,850 DRPA-19-131 Operations & Maintenance Committee: November 26, 2019 Board Date: December 11, 2019 Contract No. BF-54-2019, Benjamin Franklin Bridge Rehabilitation of Suspension Spans and Anchorages

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority accepts the bid of $194,990,000.00 to perform the rehabilitation of the suspension spans and anchorages at the Benjamin Franklin Bridge, and that the proper officers of the Authority be and hereby are authorized to negotiate a contract with Skanska Koch, Inc. for the required work in an amount not to exceed $194,990,000.00, 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: $194,990,000.00 Source of Funds: 2018 A Revenue Bonds Capital Project #: BFB.01910 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 1,779 Calendar Days Other Parties Involved: N/A Estimated Number of Jobs Supported: 5,850 SUMMARY STATEMENT

ITEM NO.: DRPA-19-132

SUBJECT: Construction Monitoring Services for Contract No. BF-54-2019, Benjamin Franklin Bridge Rehabilitation of Suspension Spans and Anchorages

COMMITTEE: Operations and Maintenance

COMMITTEE MEETING DATE: November 26, 2019

BOARD ACTION DATE: December 11, 2019

PROPOSAL: That the Board authorizes staff to negotiate an agreement with Greenman-Pedersen, Inc. to provide Construction Monitoring Services for Contract No. BF-54-2019, Benjamin Franklin Bridge Rehabilitation of Suspension Spans and Anchorages.

Amount: $13,975,670.00

Consultant: Greenman-Pedersen, Inc. 100 Corporate Drive, Suite 301 Lebanon, NJ 08833

Other Consultants: HNTB Corporation STV Incorporated/The LiRo Group (Joint Venture) WSP USA Inc.

Engineers Estimate: $14,125,000.00

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

Consultant Proposed MBE/WBE Commitments: MBE: 13.05% WBE: 4.37%

PURPOSE: To provide full-time, on-site construction inspection and monitoring services for Contract No. BF-54-2019, Benjamin Franklin Bridge Rehabilitation of Suspension Spans and Anchorages. 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. BF-54-2019, Benjamin Franklin Bridge Rehabilitation of Suspension Spans and Anchorages consists of repairs to various steel components on the suspended spans, maintenance painting, and installing a dehumidification system for the main cables. The work also includes repairs to reinforced concrete and steel members and painting inside the anchorages, rehabilitation of the North and South Walkways; replacing decorative lighting; and widening of the North Walkway between pier bents 8 and 27 in Camden.

The Authority publicly advertised its intent to retain a consultant and invited interested firms to submit Statements of Qualifications. Nine (9) firms responded with Statements of Qualifications on May 13, 2019. Four (4) firms were deemed qualified and were sent a formal Request for Proposal. A review committee of Three (3) staff engineers evaluated the Proposals on the basis of Technical merit.

Greenman-Pedersen, Inc. was the highest technically ranked firm. The proposed Project Manager has over 34 years of experience and has experience as a project manager proving inspection services on large bridge replacement and rehabilitation projects. The proposed Resident Engineer has over 28 years of experience in similar size bridge projects. Greenman-Pedersen, Inc.’s Inspection Team has many years’ experience inspecting bridge repairs similar to those required for this contract. Overall, the team assembled by Greenman-Pedersen, Inc. 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, Greenman-Pedersen, Inc.’s price was determined to be fair and reasonable.

It is recommended that an engineering services agreement be negotiated with Greenman-Pedersen, Inc. for the costs and associated fees not to exceed $13,975,670.00 to provide engineering services in accordance with the Request for Proposal.

SUMMARY: Amount: $ 13,975,670.00 Source of Funds: 2018 A Revenue Bonds Capital Project #: BFB.01910 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 51 months Other Parties Involved: N/A Estimated Number of Jobs Supported: 44 DRPA-19-132 Operations and Maintenance Committee: November 26, 2019 Board Date: December 11, 2019 Construction Monitoring Services for Contract No. BF-54-2019, Benjamin Franklin Bridge Rehabilitation of Suspension Spans and Anchorages

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority accepts the Proposal of Greenman-Pedersen, Inc. to provide Construction Monitoring Services for Contract No. BF-54-2019, Benjamin Franklin Bridge Rehabilitation of Suspension Spans and Anchorages and that the proper officers of the Authority be and hereby are authorized to negotiate an Agreement with Greenman-Pedersen, Inc. for an amount not to exceed $13,975,670.00, 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: $ 13,975,670.00 Source of Funds: 2018 A Revenue Bonds Capital Project #: BFB.01910 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 51 months Other Parties Involved: N/A Estimated Number of Jobs Supported: 44 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. BF-54-2019, Benjamin Franklin Bridge Rehabilitation of Suspension Spans and Anchorages Technical Proposal Evaluation, Findings and Recommendation Report DATE: November 18, 2019

The Request for Qualifications (RFQs), which was posted on the Authority’s web-site, invited consultants to submit Statements of Qualifications (SOQs). Nine (9) firms submitted SOQs on May 13, 2019.

Policy 303a outlines the procedure for Request for Proposal selection of consultants by the Engineering Department. The SOQ evaluation serves as a method for developing a “short list” of firms to receive a Request for Proposal (RFP). The Review Committee evaluated the SOQ’s and recommended soliciting Technical and sealed Price Proposals from the top ranked firms: Greenman-Pedersen, Inc. HNTB Corporation STV Incorporated/The LiRo Group (Joint Venture) WSP USA Inc.

The short listed firms were sent a RFP on August 6, 2019. The Technical Proposals and separate sealed Price Proposals were received on August 28, 2019 from Greenman-Pedersen, Inc., HNTB Corporation, STV Incorporated/The LiRo Group (Joint Venture), and WSP USA Inc. The Review Committee, consisting of three (3) staff engineers, reviewed and evaluated the Technical Proposals.

Greenman-Pedersen, Inc. was the highest technically ranked firm. The proposed Project Manager has over 34 years of experience and has experience as a project manager proving inspection services on large bridge replacement and rehabilitation projects. The proposed Resident Engineer has over 28 years of experience in similar size bridge projects. Overall, the team assembled by Greenman-Pedersen, Inc. 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 $14,150,000.00, as a guide. Price Proposals were opened on September 23, 2019. 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 80,000 $14,125,000.00 1 Greenman-Pedersen, Inc. 91,389 $16,176,484.74 91,685 $13,975,670.00 2 STV Incorporated/The LiRO Group 59,372 $9,118,512.75 (Joint Venture) 3 HNTB Corporation 92,144 $13,515,433.09 4 WSP USA Inc. N/A N/A

The Price Proposal from the highest technically ranked firm, Greenman-Pedersen, Inc., dated August 28, 2019 was reviewed by Engineering Department staff. It was observed to be 14.5% higher than the Engineer’s Estimate. This was a result of a higher overhead rates and direct expenses. Negotiations commenced which resulted in a final Price Proposal in an amount of $13,975,670.00. Based on the Review Committee’s findings the Price Proposal of $13,975,670.00 has been determined to be fair and reasonable and therefore the committee recommends that an Engineering Services Agreement be issued to the highest technically ranked firm, Greenman-Pedersen, Inc.

Based on a review of the Review Committee’s evaluation and supporting documentation, I concur with the recommendation to engage Greenman-Pedersen, Inc. of Lebanon, NJ, in the amount of $13,975,670.00 for this Agreement.

:elk SUMMARY STATEMENT

ITEM NO.: DRPA-19-133

SUBJECT: Capital Project Contract Modification

COMMITTEE: Operations & Maintenance

COMMITTEE MEETING DATE: November 26, 2019

BOARD ACTION DATE: December 11, 2019

PROPOSAL: That the Board authorize the execution of contract modifications to certain contracts for Authority capital project and that the Board amend the 2019 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 2019 Capital Budget reflects the actual Board approved project costs.

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

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

SUMMARY: Amount: See Attachment Source of Funds: See Attachment Capital Project #: See Attachment Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: See Attachment Other Parties Involved: N/A DRPA-19-133 Operations & Maintenance Committee: November 26, 2019 Board Date: December 11, 2019 Capital Project Contract Modification

RESOLUTION

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

RESOLVED: The Chair, Vice Chair and the Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the DRPA. If such agreements, contracts, or other documents have been approved by the Chair, Vice Chair and Chief Executive Officer and if thereafter either the Chair or Vice Chair is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of the DRPA along with the Chief Executive Officer. If both the Chair and Vice Chair are absent or unavailable, and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of the DRPA.

RESOLVED: That the 2019 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

December 11, 2019

Summary of Supplemental Agreement and Change Orders

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

PD1604 PATCO-62- PATCO Collingswood A.P. $811,774.00 $770,216.74 $1,581,990.74 111 2018A 2017 Station Parking Lot Construction, Inc. Calendar Revenue Bonds Drainage System Days Rehabilitation

PFA.30503 18-C Construction Monitoring LTK Engineering $13,399,553.00 $250,000.00 $13,649,553.00 20 months 2018A Services for the PATCO Services, Inc. Revenue Bonds Transit Car Overhaul Project

Professional Services for Modjeski and $1,117,283.25 $48,702.85 $1,165,986.10 9 months General Fund 2018 Biennial Inspection Masters, Inc. of the Benjamin Franklin Bridge SUMMARY STATEMENT

ITEM NO.: DRPA-19-134

SUBJECT: Design Services for Walt Whitman Bridge Main Cable Investigation and Dehumidification

COMMITTEE: Operations & Maintenance

COMMITTEE MEETING DATE: November 26, 2019

BOARD ACTION DATE: December 11, 2019

PROPOSAL: That the Board authorizes staff to negotiate an agreement with Louis Berger U.S., Inc. to provide Design, Bidding and Award, and Construction Support Services for the Walt Whitman Bridge Main Cable Investigation and Dehumidification.

Amount: $9,699,817.00

Consultant: Louis Berger U.S., Inc.

Other Consultants: AECOM Technical Services, Inc. Parsons Transportation Group Thornton Tomasetti

Engineers Estimate: $9,203,819.00

MBE/WBE Goals: MBE: 7% WBE: 3%

Consultant Proposed MBE/WBE Commitments: MBE: 7.1% WBE: 45.6%

PURPOSE: To provide consulting engineering services for an investigation of the interior conditions of the main suspension cables, design a dehumidification system, and perform load rating analyses for the suspended spans.

BACKGROUND: This Project will determine the full extent of the deterioration of the cables, cable connections and provide the information necessary to develop proper repair and maintenance procedures. The work includes providing inspection platforms, un-wrapping of various sections on the north and south cables, interior inspection by wedging the parallel wires, sampling of wires and lab testing, re-compacting, re-wrapping the cable sections, analysis and report submission of the cable investigation based on the NCHRP 534 Report. The report shall include an evaluation, recommendations, statistical analysis of the wire anomalies, estimation of the capacity of the cable, and the factor of safety of the cables based on this inspection and prior inspections. The Project will also require design details and specifications for a complete main cable dehumidification system from anchorage to anchorage.

The Authority publicly advertised its intent to retain a consultant and invited interested firms to submit Statements of Qualifications. Four (4) firms responded with Statements of Qualifications on December 20, 2018. All four (4) firms were deemed qualified and were sent a formal Request for Proposal. A review committee of three (3) staff engineers evaluated the Proposals on the basis of Technical merit.

Louis Berger was the highest technically ranked firm. Louis Berger’s Long Span Bridge Group is one of the country’s leading engineering firms in the rehabilitation of long span bridges. The proposed Project Manager has 27 years’ experience in the design and construction of bridges and has conducted several in-depth main cable inspections. Overall, the team assembled by Louis Berger 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, Louis Berger’s price was determined to be fair and reasonable.

It is recommended that an engineering services agreement be negotiated with Louis Berger for the costs and associated fees not to exceed $9,699,817.00 to provide engineering services in accordance with the Request for Proposal.

SUMMARY: Amount: $9,699,817.00 Source of Funds: 2018 A Revenue Bonds Capital Project #: WWB.01707 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Design Services, 18 months; Bidding and Award and Construction Support Services, approximately 24 months from issuance of Contractor Notice to Proceed Other Parties Involved: N/A Estimated Number of Jobs Supported: 12 DRPA-19-134 Operations & Maintenance Committee: November 26, 2019 Board Date: December 11, 2019 Design Services for Walt Whitman Bridge Main Cable Investigation and Dehumidification

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority accepts the Proposal of Louis Berger to provide Design Services for the Walt Whitman Bridge Main Cable Investigation and Dehumidification and that the proper officers of the Authority be and hereby are authorized to negotiate an Agreement with Louis Berger for an amount not to exceed $9,699,817.00, 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: $9,699,817.00 Source of Funds: 2018 A Revenue Bonds Capital Project #: WWB.01707 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Design Services, 18 months; Bidding and Award and Construction Support Services, approximately 24 months from issuance of Contractor Notice to Proceed Other Parties Involved: N/A Estimated Number of Jobs Supported: 12 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 Design Services for WWB Main Cable Investigation and Dehumidification Technical Proposal Evaluation, Findings and Recommendation Report DATE: November 26, 2019

The Request for Qualifications (RFQs), which was posted on the Authority’s web-site, invited consultants to submit Statements of Qualifications (SOQs). Four (4) firms submitted SOQs on December 20, 2018.

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 all four firms: AECOM Technical Services, Inc. Louis Berger U.S., Inc. Parsons Transportation Group Thornton Tomasetti.

The short listed firms were sent a RFP on July 8, 2019. The Technical Proposals and separate sealed Price Proposals were received on August 15, 2019 from four firms. The Review Committee, consisting of three (3) staff engineers, reviewed and evaluated the Technical Proposals.

Louis Berger was the highest technically ranked firm. Louis Berger’s Long Span Bridge Group is one of the country’s leading engineering firms in the rehabilitation of long span bridges. The proposed Project Manager, has 27 years experience in the design and construction of bridges and has conducted several in-depth main cable inspections. Overall, the team assembled by Louis Berger 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 $9,203,819.00, as a guide. Price Proposals were opened on October 9, 2019.

The Technical Proposal rankings, proposed hours and fees of these firms, along with the Engineer’s estimate of hours are shown in the following table. Original Price Negotiated Rank Firm Hours Proposal Hours Fee Engineer’s Estimate 23,000 $9,200,000.00 1 Louis Berger 24,656 $9,997,716.30 24,656 $9,699,816.64 2 AECOM 18,779 $16,938,124.91 3 Thornton Tomasetti 22,799 $9,952,303.72

The Price Proposal from the highest technically ranked firm, Louis Berger, dated August 15, 2019 was reviewed by Engineering Department staff. The total cost was observed to be 8.7% higher the than the Engineer’s Estimate. This was a result of Louis Berger’s estimated hours, average hourly rate, and contractor support cost all being higher than the Engineer’s Estimate. Negotiations commenced which resulted in a final Price Proposal in an amount of $9,699,816.64. Based on the Review Committee’s findings the Price Proposal of Louis Berger has been determined to be fair and reasonable and therefore the committee recommends that an Engineering Services Agreement be issued to the highest technically ranked firm, Louis Berger.

Based on a review of the Review Committee’s evaluation and supporting documentation, I concur with the recommendation to engage Louis Berger of New York, NY in the amount of $9,699,817.00 for this Agreement.

:df SUMMARY STATEMENT

ITEM NO.: DRPA-19-135

SUBJECT: Easement Agreement with Holt Hauling and Warehousing Systems, Inc. or Affiliated Companies for Block 2.01, Lot 3 and Lot 4

COMMITTEE: Operations & Maintenance

COMMITTEE MEETING DATE: November 26, 2019

BOARD ACTION DATE: December 11, 2019

PROPOSAL: That the Board authorizes staff to negotiate a perpetual easement agreement with Holt Hauling and Warehousing Systems, Inc. or Affiliated Companies (“Holt”) for the purpose of relocating utilities at the anchorage yard of the Walt Whitman Bridge.

PURPOSE: To enter into an easement agreement with Holt for the installation of utilities at the anchorage yard of the Walt Whitman Bridge.

BACKGROUND: The Environmental Protection Agency (“USEPA”) has declared the former Welsbach Gas Mantle sites, and various related sites, a Superfund remediation area, and has been involved in the investigation and remediation of thorium and radium contamination since the 1990s. A significant amount of radioactive contamination has been identified under the Walt Whitman Bridge and in an area south of the bridge. The investigative work has finally been completed after many years. USEPA has determined that there is a necessity to build an on-site processing plant for these radioactive materials in the Holt-leased property due to the nature and extent of the contaminated materials in the vicinity of Holt’s leasehold. To be able to complete the remediation work, USEPA has determined that the existing utilities for Holt will need to be relocated across two strips of DRPA property, each of which is located adjacent to the Holt-leased property.

The utilities will be relocated across the anchorage yard of the Walt Whitman Bridge in Gloucester City, New Jersey. The property in which Holt is required to install the utilities is along King Street, Block 2.01, Lot 4 and between the New Jersey Tower and Delaware River, Block 2.01 Lot 3. Holt will have the utilities installed and will need access to the utilities in case of maintenance or repair, for which Holt will bear full responsibility.

Walt Whitman Bridge Operations has confirmed that the presence of these utility runs will not interfere with DRPA operations. Holt will be required to obtain insurance pursuant to DRPA requirements and will be required to indemnify DRPA for any losses sustained relative to this easement.

SUMMARY: Amount: TBD Source of Funds: N/A Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Perpetual Other Parties Involved: N/A Estimated Number of Jobs Supported: N/A DRPA-19-135 Operations & Maintenance Committee: November 26, 2019 Board Date: December 11, 2019 Easement Agreement with Holt for Block 2.01, Lot 3 and Lot 4

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority to negotiate a perpetual easement agreement with Holt Hauling and Warehousing Systems, Inc. or Affiliated Companies for the purpose of relocating utilities at the anchorage yard at the Walt Whitman Bridge. This will allow the United States Environmental Protection Agency to complete a remediation project at the New Jersey approach to the Walt Whitman Bridge; 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: TBD Source of Funds: N/A Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Perpetual Other Parties Involved: N/A Estimated Number of Jobs Supported: N/A SUMMARY STATEMENT

ITEM NO.: DRPA-19-136

SUBJECT: UB60 Aerial Equipment Trucks Rentals

COMMITTEE: Operations and Maintenance

COMMITTEE MEETING DATE: November 26, 2019

BOARD ACTION DATE: December 11, 2019

PROPOSAL: That the Board authorizes staff to negotiate a purchase order contract with N.E. Bridge Contractors, 2 Lopes Drive, Norton, MA 02766 to rent three (3) UB 60 Aerial Equipment Trucks for a period of two months each per year We are asking for a three year contract, in the amount of $648,000.00.

PURPOSE: To provide equipment to maintain the facilities roadways, lighting which is needed to provide safe passage for our customers.

BACKGROUND: The Competitive bid procedures were followed with eleven (11) vendors solicited, please find a list of all bids received for this purchase:

1. N.E. Bridge Contractors $648,000.00 2. Anderson Bridge & Crane $1,098,600.00

DRPA Purchasing has determined the lowest bid being the same price as the original estimate is fair, reasonable and within the competitive range of both the cost estimate and the other bids received. Therefore, DRPA Purchasing is awarding the contract to N.E. Bridge Contractors as the lowest responsive, responsible bidder.

SUMMARY: Amount: $648,000.00 Source of Funds: Revenue Fund Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: January 1, 2020 - January 1, 2022 Other Parties Involved: N/A DRPA-19-136 Operations & Maintenance Committee: November 26, 2019 Board Date: December 11, 2019 UB60 Aerial Equipment Trucks Rentals

RESOLUTION

RESOLVED: That the Board authorizes staff to negotiate a purchase order contract with N.E. Bridge Contractors, 2 Lopes Drive, Norton MA, 02766 for the rental of three (3) UB 60 Aerial Equipment Trucks for a period of two months each per year, for a three year contract, in the amount of $648,000.00. ; 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: $648,000.00 Source of Funds: Revenue Fund Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: January 1, 2020 - January 1, 2022 Other Parties Involved: N/A SUMMARY STATEMENT

ITEM NO.: DRPA-19-137

SUBJECT: Rental Equipment

COMMITTEE: Operations and Maintenance

COMMITTEE MEETING DATE: November 26, 2019

BOARD ACTION DATE: December 11, 2019

PROPOSAL: That the Board authorizes staff to negotiate a purchase contract with Sunbelt Rentals, Inc., PO. Box 4092111, Atlanta GA, 30384-9211 to Rent Equipment for DRPA & PATCO in the amount of $115,600.00 per year. We are asking for a three (3) year contract in the amount of $346,800.00.

PURPOSE: To provide Rental Equipment to help maintain the Authority’s facilities roadway lighting which is needed to provide safe passage for our customers.

BACKGROUND: The 2020 Rental Equipment is being purchased under the New Jersey- State Contract Number G4010-GNSV2-00852. Past experience has shown that state contract pricing is the most cost effective means of renting equipment because pricing is quantity based.

SUMMARY: Amount: $346,800.00 Source of Funds: Revenue / General Fund Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: January 1, 2020 – December 31, 2022 Other Parties Involved: N/A DRPA-19-137 Operations & Maintenance Committee: November 26, 2019 Board Date: December 11, 2019 Rental Equipment

RESOLUTION

RESOLVED: That the Board authorizes staff to negotiate a purchase contract with Sunbelt Rentals, Inc., PO. Box 4092111, Atlanta GA, 30384-9211 to Rent Equipment, for a three (3) year contract in the amount of $346,800.00; 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: $346,800.00 Source of Funds: Revenue / General Fund Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: January 1, 2020 – December 31, 2022 Other Parties Involved: N/A SUMMARY STATEMENT

ITEM NO.: DRPA-19-138

SUBJECT: Transit Security Grant Program & Port Security Grant Program Management & Administration Services

COMMITTEE: Operations and Maintenance

COMMITTEE MEETING DATE: November 26, 2019

BOARD ACTION DATE: December 11, 2019

PROPOSAL: That the DRPA Board of Commissioners authorizes staff to enter into an agreement with the successful vendor, using DRPA’s standard procurement process, to perform Management and Administration services (M&A) for an amount not to exceed the awarded amount of grant funding received from Transit Security Grant Programs (TSGP) and Port Security Grant Programs (PSGP) for grant years 2019, 2020, 2021 & 2022. The Management and Administration portion of awarded grants for these years is 100% reimbursable under the Transit Security Grant Program (TSGP) and the Port Security Grant Program (PSGP). Agreement will not exceed a (5) five-year award period.

PURPOSE: To enter into an agreement with successful vendor using standard DRPA Request for Proposal (RFP) procedures for vendor to perform Management & Administration (M&A) services for all TSGP & PSGP projects awarded for Grant years 2019, 2020, 2021 & 2022. Funding for the grant years being authorized is 100% reimbursable under the Transit Security Grant Program (TSGP) and Port Security Grant Program (PSGP) federal awards. The Contract/Agreement will not exceed a (5) five-year award period.

BACKGROUND: The Transit Security Grant Program (TSGP) provides grant funding to the nation’s key high-threat urban areas to enhance security measures for their critical transit infrastructure including bus, ferry and rail systems. The Port Security Grant Program (PSGP) provides grant funding to support maritime transportation infrastructure security activities. These programs are two of six grant programs that constitute the Department of Homeland Security (DHS) infrastructure security activities. These grant programs are part of a comprehensive set of measures authorized by Congress and implemented by the Administration to help strengthen the nation’s critical infrastructure against risks associated with potential terrorist attacks. The TSGP is an important component of the Department’s effort to enhance the security of the Nation’s critical infrastructure. The program provides funds to owners and operators of transit systems (which include intra- city bus, commuter bus, and all forms of passenger rail) to protect critical surface transportation infrastructure and the traveling public from acts of terrorism, major disasters, and other emergencies. The Philadelphia Region encompasses Southeastern Pennsylvania, Southern New Jersey, and a portion of Delaware. The Philadelphia region is considered a Tier I region, that is it receives the highest priority for these federal grants. The DRPA has served as chair of the Region’s working group (PARTSWG) since its inception in 2005. The Philadelphia Area Regional Transit Security Working Group (PARTSWG) is comprised of recipient representatives of DRPA/PATCO, SEPTA, NJT, and DART. TSGP funds the bulk of our Security Grant funding, however we have in the past been recipients of limited PSGP funding as well.

SUMMARY: Amount: Not to Exceed Awarded Amount Source of Funds: TSGP FY 2019, 2020, 2021 & 2022 M&A Grant Funding & PSGP FY2019, 2020, 2021 & 2022 M&A Grant funding Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: August 31, 2025 Other Parties Involved: DRPA, PARTSWG, DHS, USCG Sect Del Bay DRPA-19-138 Operations and Maintenance Committee: November 26, 2019 Board Date: December 11, 2019 Transit & Port Security Grant Programs Management & Administration Services

RESOLUTION

RESOLVED: That the DRPA Board of Commissioners authorizes staff to enter into an agreement with the successful vendor, yielded from DRPA’s standard RFP procurement process, for vendor to perform Management and Administration services (M&A) for an amount not to exceed the awarded amount of grant funding received from Transit Security Grant Programs (TSGP) and Port Security Grant Programs (PSGP) for grant years 2019, 2020, 2021 & 2022. The awarded funding Management and Administration portion for these grant years is 100% reimbursable under the Transit Security Grant Program (TSGP) and the Port Security Grant Program (PSGP). Agreement will not exceed a (5) five-year award period.

RESOLVED: The Chairman, Vice Chairman and the Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the DRPA. If such agreements, contracts, or other documents have been approved by the Chairman, Vice Chairman and Chief Executive Officer and if thereafter either the Chairman or Vice Chairman is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA along with the Chief Executive Officer. If both the Chairman and Vice Chairman are absent or unavailable, and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of DRPA.

SUMMARY: Amount: Not to Exceed Awarded Amount Source of Funds: TSGP FY 2019, 2020, 2021 & 2022 M&A Grant Funding & PSGP FY2019, 2020, 2021 & 2022 M&A Grant funding Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: August 31, 2025 Other Parties Involved: DRPA, PARTSWG, DHS, USCG Sect Del Bay SUMMARY STATEMENT

ITEM NO.: DRPA-19-139

SUBJECT: PARTSWG Regional Public Security Awareness Project, Phase VIII

COMMITTEE: Operations and Maintenance

COMMITTEE MEETING DATE: November 26, 2019

BOARD ACTION DATE: December 11, 2019

PROPOSAL: That the DRPA Board of Commissioners authorizes staff to enter into an agreement with the successful vendor, in accordance with DRPA’s standard RFP procurement process, for an amount not to exceed $1,200,000, to complete Phase VIII of the Regional Transit Public Security Awareness (PSA) project on behalf of the Philadelphia Area Regional Transit Security Working Group (PARTSWG). Funding for this project will utilize FY 2019 DHS Transit Security Grant Program (TSGP) funding, and is 100% reimbursable under the Transit Security Grant Program award.

PURPOSE: To enter into an agreement with a successful vendor selected using DRPA’s Request for Proposal (RFP) procedures to plan, develop, and execute the Regional Public Security Awareness Project, (PSA) Phase VIII, for an amount not to exceed $1,200,000, on behalf of the Philadelphia Area Regional Transit Security Working Group. The awarded funding for this project is 100% reimbursable from the FY 2019 DHS Transit Security Grant Program (TSGP) grant award.

BACKGROUND: The Transit Security Grant Program (TSGP) provides grant funding to the nation’s key high-threat urban areas to enhance security measures for their critical transit infrastructure including bus, ferry and rail systems. It is one of six grant programs that constitute the Department of Homeland Security (DHS) transportation infrastructure security activities. These grant programs are part of a comprehensive set of measures authorized by Congress and implemented by the Administration to help strengthen the nation’s critical infrastructure against risks associated with potential terrorist attacks. The TSGP is an important component of the Department’s effort to enhance the security of the Nation’s critical infrastructure. The program provides funds to owners and operators of transit systems (which include intra-city bus, commuter bus, and all forms of passenger rail) to protect critical surface transportation infrastructure and the traveling public from acts of terrorism, major disasters, and other emergencies. The Philadelphia Region encompasses Southeastern Pennsylvania, Southern New Jersey, and a portion of Delaware. The Philadelphia region is considered a Tier I region, that is, it receives the highest priority for these federal grants. The Philadelphia Area Regional Transit Security Working Group (PARTSWG) is comprised of recipient representatives of DRPA/PATCO, SEPTA, NJT, and DART. The DRPA has served as chair of the working group since its inception in 2005. This status allows DRPA to not only receive M&A funds to offset the cost of managing the grant, but also allows DRPA/PATCO to receive aid in areas it would not qualify for alone.

SUMMARY: Amount: $1,200,000 (100% grant funded) Source of Funds: FY 2019 TSGP Grant Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: August 31, 2022 Other Parties Involved: DRPA, PARTSWG, DHS, FEMA, TSA DRPA-19-139 Operations and Maintenance Committee: November 26, 2019 Board Date: December 11, 2019 PARTSWG Regional Public Security Awareness Project, Phase VIII

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority be and hereby are authorized to enter into an agreement with the successful vendor from DRPA’s standard agency procurement RFP process, for an amount not to exceed $1,200,000, to complete Phase VIII of the Regional Transit Public Security Awareness project (PSA) on behalf of the Philadelphia Area Regional Transit Security Working Group (PARTSWG). Funding for this project is 100% reimbursable from a FY2019 Transit Security Grant Program (TSGP) grant award.

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: $1,200,000 (100% grant funded) Source of Funds: FY 2019 TSGP Grant Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: August 31, 2022 Other Parties Involved: DRPA, PARTSWG, DHS, FEMA, TSA

FINANCE COMMITTEE

DELAWARE RIVER PORT AUTHORITY Finance Committee Meeting

One Port Center 2 Riverside Drive Camden, New Jersey Wednesday, November 27, 2019

Commissioners: Robert Borski (for PA Treasurer Joseph Torsella; Chairing for Commissioner Nash; via telephone) Donna Powell (via telephone) Daniel Christy Christopher Lewis Aaron Nelson (for Ricardo V. Taylor via telephone) Joseph Martz (via telephone)

DRPA/PATCO Staff: John Hanson, Chief Executive Officer Maria Wing, Deputy Chief Executive Officer Raymond Santarelli, General Counsel and Corporate Secretary Narisa Sasitorn, Deputy General Counsel Kathleen Vandy, Assistant General Counsel James White, Chief Financial Officer John Rink, General Manager PATCO Rohan Hepkins, Assistant General Manager Robert Hicks, Chief Operations Officer Richard Mosback, Director of Procurement Amy Ash, Manager, Contracts Administration David Aubrey, Inspector General John Lotierzo, Director of Finance Orville Parker, Manager, Budget/Financial Analysis, Finance William Anderson, Budget Analyst Christina Maroney, Director, Strategic Initiatives Kathleen Vandy, Assistant General Counsel Mark Ciechon, Director Finance Jennifer DePoder, Financial Analyst Jack Stief, Chief, Public Safety Michael Williams, Manager, Corporate Communications Dawn Whiton, Executive Assistant to the CEO Elizabeth Saylor, Administrative Coordinator, OGC

Others Present: Craig Ambrose, Associate Counsel, New Jersey Governor’s Authorities Unit Alan Becker, Citizen’s Advisory Committee David Rapuano, Esq., Archer & Greiner, P.C.

OPEN SESSION

Finance Committee Vice Chairman Borksi called the meeting of the Finance Committee of the Delaware River Port Authority to order at 9:39 a.m. and asked the Corporate Secretary to call the roll.

Page 1 of 3 ROLL CALL The following Commissioners were present, constituting a quorum: Chairman Borski, Powell, Martz, Christy, Lewis and Nelson.

Financial Update

Chief Financial Officer/Treasurer White highlighted several areas from the DRPA/PATCO Unaudited Financial Summary, which had been previously provided to Committee members. He discussed DRPA and PATCO budget versus actual traffic, ridership and revenue results.

FTA Triennial Review Update

Director Mosback provided an update on the Triennial Review that the Delaware River Port Authority is required to undergo every three (3) years as a recipient of federal funds. The Triennial Review is an FTA management tool that examines grantee performance and adherence to FTA policies and procedures. The Authority started the review in 2018 and we are a majority of the way through the multi-part process. Mr. Mosback acknowledged the contributions of several employees and departments and stated that the FTA was impressed with the DRPA’s response to the Review.

Summary Statements and Resolutions for Consideration

Chief Financial Officer White presented an overview of the 2020 DRPA and PATCO Operating Budgets, explaining how the budgets are created and the major drivers of revenues and expenses. Commissioners Martz and Lewis and Chief Operating Officer Hicks and Chief Executive Office Hanson commented on the presentation, Finance Committee Vice Chairman Borksi stated that there were five (5) Summary Statements and Resolutions for consideration:1

1) DRPA-19-141 2020 DRPA Operating Budget

Chief Financial Officer White presented a Summary Statement and Resolution that the Board authorize staff to approve the 2020 DRPA Operating Budget in an amount not to exceed $99,155,045.00.

2) DRPA-19-141 2020 PATCO Operating Budget

Chief Financial Officer White presented a Summary Statement and Resolution that the Board authorize staff to approve the 2020 PATCO Operating Budget in an amount not to exceed $60,521,053.00. Commissioner Christy moved to forward DRPA-19-141 and PATCO19-033 to the Board for consideration and Commissioner Lewis seconded the motion. There were no questions or comments. All Commissioners in attendance voted to approve the motion.

3) DRPA-19-142 Resolution in accordance with Sections 5.15 and 5.09 of the 1998 Indenture of Trust dated as of July 1, 1998 with TD Bank, N.A. as Trustee, to adopt an Annual Budget of the Delaware River Port Authority for the 2020 Fiscal Year.

Page 2 of 3 Chief Financial Officer White presented a Summary Statement and Resolution that the Board authorize staff to adopt an Annual Budget for the 2020 Fiscal Year in accordance with Section 5.15 of the 1998 Indenture of Trust dated as of July 1, 1998 with TD Bank, N.A. as Trustee.

4) DRPA-19-143 Resolution in accordance with Sections 5.07 of the 1999 Port District Project Bonds Indenture dated December 1, 1999 with The Bank of New York Mellon as Trustee, to adopt an Annual Budget of the Delaware River Port Authority for the 2020 Fiscal Year. Chief Financial Officer White presented a Summary Statement and Resolution that the Board authorize staff to adopt an Annual Budget for the 2020 Fiscal Year in accordance with Sections 5.07 of the 1999 Port District Project Bonds Indenture dated December 1, 1999 with The Bank of New York Mellon as Trustee.

5) DRPA-19-144 Resolution in accordance with Sections 5.07 of the 2012 Port District Project Bond Indenture dated December 1, 2012 with TD Bank, N.A. as Trustee, to adopt an Annual Budget of the Delaware River Port Authority for the 2020 Fiscal Year. Chief Financial Officer White presented a Summary Statement and Resolution that the Board authorize staff to adopt an Annual Budget for the 2020 Fiscal Year in accordance Sections 5.07 of the 2012 Port District Project Bonds Indenture dated December 1, 2012 with TD Bank, N.A. as Trustee.

Commissioner Lewis moved to forward DRPA-19-142, DRPA-19-143 and DRPA-19-144 to the Board for consideration and Commissioner Christy seconded the motion. There were no questions or comments. All Commissioners in attendance voted to approve the motion.

ADJOURNMENT

There being no further business, Commissioner Christy moved to adjourn the meeting and Commissioner Lewis seconded the motion. All Commissioners in attendance voted to approve the motion and the meeting adjourned at 9:50 a.m.

Page 3 of 3 SUMMARY STATEMENT

ITEM NO.: DRPA-19-141

SUBJECT: 2020 DRPA Operating Budgets

COMMITTEE: Finance Committee

COMMITTEE MEETING DATE: November 27, 2019

BOARD ACTION DATE: December 11, 2019

PROPOSAL: That the DRPA Commission adopt an Operating Budget for the year 2020.

PURPOSE: To approve an Operating Budget consistent with anticipated revenues and as required by the 1998 Bond Indenture

BACKGROUND: The proposed 2020 DRPA Operating Budgets, which are attached hereto, reflect the priorities of bridge operations, security, maintenance and safety. The Budgets were developed based on input from Department Chiefs, Directors and staff, and further refined through a formal review process led by the Chief Executive Officer, Chief Financial Officer, and the Operating Budget Review Committee and Finance staff. The proposed budget is then presented to the Finance Committee for review.

The operating budgets for all DRPA operations show an increase of $2,534,941 vs. the 2019 budget, resulting in a combined increase of 2.39%.

DRPA Operating Budget

The 2020 DRPA Operating Budget proposes total operating expenditures of $99,155,045. This represents an increase of $2,066,845 or a 2.13% increase compared to the 2019 approved budget. (The DRPA operating budget does not include the E-ZPass Customer Service Center and One Port Center operations.)

Proposed operating budgets for One Port Center and the E-ZPass Customer Service Center operations are described below:

E-ZPass Customer Service Center

The proposed 2020 Operating Budget for the E-ZPass Customer Service Center (operated by Conduent on behalf of the New Jersey ETC Group, of which the DRPA is a member) is $7,456,573, representing an increase of $480,291 or 6.88% from the 2019 approved budget. The increase in the proposed budget is primarily attributable to anticipated higher expenditures based on new cost allocation formulas, as stipulated in the new E-ZPass contract.

One Port Center (OPC)

The proposed 2020 Operating Budget for One Port Center is $1,806,477, which represents a decrease of $12,195 (or 0.67%) from the 2019 approved budget. (The annual $363,333 redevelopment fee paid to the Camden Redevelopment Agency, as per an amended agreement dated March 14, 2013, is included in the Indenture Budget).

Total DRPA Budgets

The operating budgets, for all operations described above, total $108,418,095 vs. the 2019 approved budget of $105,883,154. This represents a $2,534,941 increase in the operating budgets or a combined 2.39% increase for the aforementioned budgets. Total estimated DRPA revenues, including toll revenues, interest income and miscellaneous revenues, of approximately $345.5 million support these operations. (Note: PATCO revenues are not included in this figure as they are shown in the 2020 PATCO Operating Budget Resolution).

The DRPA shall not expend funds in excess of this total authorization figure without a Resolution of the Board of Commissioners to increase said authorization.

SUMMARY: Amount for DRPA Operating Budget: $99,155,045 Source of Funds: Revenue Fund, General Fund Amount for E-ZPass Customer Service Center: $7,456,573 Source of Funds: Revenue Fund Amount for One Port Center: $1,806,477 Source of Funds: Revenue Fund DRPA-19-141 Finance Committee: November 27, 2019 Board: December 11, 2019 2020 DRPA Operating Budgets

RESOLUTION

RESOLVED: That the 2020 DRPA Operating Budgets attached hereto are hereby approved;

FURTHER RESOLVED: That the DRPA shall not expend funds in excess of the total authorized 2020 Operating Budgets unless such Budgets have been amended by Resolution of the Board of Commissioners to increase said authorization.

SUMMARY: Amount for DRPA Operating Budget: $99,155,045 Source of Funds: Revenue Fund, General Fund Amount for E-ZPass Customer Service Center: $7,456,573 Source of Funds: Revenue Fund Amount for One Port Center: $1,806,477 Source of Funds: Revenue Fund Delaware River Port Authority 2020 Proposed Operating Budget

Grand Summary

Variance

2019 Approved 2020 Proposed Budget Budget Amount Percentage

Payroll: Regular 40,451,318$ 40,951,153$ 499,835$ 1.24% Overtime 1,723,858 2,112,759 388,901 22.56% ESE 35,016,452 35,941,594 925,142 2.64%

Total Operating Payroll 77,191,629 79,005,506 1,813,878 2.35%

Other Expenses:

Equipment & Tools 552,430 518,611 (33,819) -6.12% Furniture & Fixtures 26,304 23,450 (2,854) -10.85% Repairs & Maint 4,627,428 5,015,412 387,984 8.38% Vehicle Rep & Supplies 837,090 892,689 55,599 6.64% Professional Service 2,910,544 2,919,199 8,655 0.30% Contract Services 10,900,732 11,376,933 476,201 4.37% Rentals 3,655 3,405 (250) -6.84% Adv & Marketing 68,390 75,760 7,370 10.78% Training 583,813 523,636 (60,177) -10.31% Travel, Meeting & Dev 113,135 137,306 24,172 21.37% Uniforms 373,980 375,675 1,695 0.45% Office Supplies 199,700 212,595 12,895 6.46% Printing 8,900 19,500 10,600 119.10% Postage 60,075 51,075 (9,000) -14.98% Memberships & Subs 112,040 120,651 8,611 7.69% Utilities/Telephone 2,462,248 2,229,293 (232,955) -9.46% Insurance 3,457,560 3,492,888 35,328 1.02% Reserve - Self Ins 175,000 175,000 - 0.00% Data Processing 1,095,379 1,157,111 61,732 5.64% Miscellaneous 123,123 92,400 (30,723) -24.95%

Total Other Expenses 28,691,526 29,412,589 721,063 2.51%

Total 105,883,154$ 108,418,095$ 2,534,941$ 2.39% Delaware River Port Authority 2020 Proposed Operating Budget

Delaware River Port Authority

Variance

2019 Approved 2020 Proposed Budget Budget Amount Percentage

Payroll: Regular 40,451,318$ 40,951,153$ 499,835$ 1.24% Overtime 1,723,858 2,112,759 388,901 22.56% ESE 35,016,452 35,941,594 925,142 2.64%

Total Operating Payroll 77,191,629 79,005,506 1,813,878 2.35%

Other Expenses:

Equipment & Tools 552,430 518,611 (33,819) -6.12% Furniture & Fixtures 26,304 23,450 (2,854) -10.85% Repairs & Maint 4,303,068 4,754,109 451,041 10.48% Vehicle Rep & Supp 837,090 892,689 55,599 6.64% Professional Service 2,495,493 2,469,113 (26,380) -1.06% Contract Services 3,499,746 3,527,477 27,731 0.79% Rentals 3,655 3,405 (250) -6.84% Adv & Marketing 68,390 75,760 7,370 10.78% Training 583,813 523,636 (60,177) -10.31% Travel,Meeting & Dev 113,135 137,306 24,172 21.37% Uniforms 373,980 375,675 1,695 0.45% Office Supplies 198,700 210,595 11,895 5.99% Printing 8,900 19,500 10,600 119.10% Postage 60,075 51,075 (9,000) -14.98% Memberships & Subs 112,040 120,651 8,611 7.69% Utilities/Telephone 1,930,299 1,665,559 (264,740) -13.71% Insurance 3,335,952 3,356,417 20,465 0.61% Reserve - Self Ins 175,000 175,000 - 0.00% Data Processing 1,095,379 1,157,111 61,732 5.64% Miscellaneous 123,123 92,400 (30,723) -24.95%

Total Other Expenses 19,896,572 20,149,539 252,967 1.27%

Total 97,088,200$ 99,155,045$ 2,066,845$ 2.13% Delaware River Port Authority 2020 Proposed Operating Budget

One Port Center

Variance

2019 Approved 2020 Proposed Budget Budget Amount Percentage

Payroll: Regular -$ -$ -$ Overtime - ESE -

Total Operating Payroll - - -

Other Expenses:

Equipment & Tools - Furniture & Fixtures - Repairs & Maint 324,360 261,303 (63,057) -19.44% VehicleRep&Supp - Professional Service 155,551 155,586 35 0.02% Contract Services 684,204 687,383 3,179 0.46% Rentals - Adv&Marketing - Training - Travel,Meeting & Dev - Uniforms - Office Supplies 1,000 2,000 1,000 100.00% Printing - Postage - Memberships & Subs - Utilities/Telephone 531,949 563,734 31,785 5.98% Insurance 121,608 136,471 14,863 12.22% Reserve - Self Ins - Data Processing - Miscellaneous -

Total Other Expenses 1,818,672 1,806,477 (12,195) -0.67%

Total 1,818,672$ 1,806,477$ (12,195)$ -0.67% Delaware River Port Authority 2020 Proposed Operating Budget

Customer Service Center

Variance

2019 Approved 2020 Proposed Budget Budget Amount Percentage

Payroll: Regular -$ -$ -$ Overtime - ESE -

Total Operating Payroll - - -

Other Expenses:

Equipment & Tools - Furniture & Fixtures - Repairs & Maint - Vehicle Rep & Supp - Professional Service 259,500 294,500 35,000 13.49% Contract Services 6,716,782 7,162,073 445,291 6.63% Rentals - Adv&Marketing - Training - Travel,Meeting&Dev - - Uniforms - Office Supplies - Printing - - Postage - Memberships & Subs - Utilities/Telephone - Insurance - Reserve - Self Ins - Data Processing - Miscellaneous -

Total Other Expenses 6,976,282 7,456,573 480,291 6.88%

Total 6,976,282$ 7,456,573$ 480,291$ 6.88% SUMMARY STATEMENT

ITEM NO.: DRPA-19-142

SUBJECT: Resolution in accordance with Sections 5.15 and 5.09 of the 1998 Indenture of Trust dated as of July 1, 1998 with TD Bank, N.A. as Trustee, to adopt an Annual Budget of the Delaware River Port Authority for the 2020 Fiscal Year

COMMITTEE: Finance

COMMITTEE MEETING DATE: November 27, 2019

BOARD ACTION DATE: December 11, 2019

PROPOSAL: That the Board of Commissioners adopts an Annual Budget in accordance with Section 5.15 of the 1998 Indenture of Trust dated as of July 1, 1998 with TD Bank, N.A. as successor Trustee to Commerce Bank, N.A.

PURPOSE: To fulfill the requirements pursuant to Section 5.15 of the 1998 Indenture of Trust dated as of July 1, 1998 with TD Bank, N.A. as Trustee.

BACKGROUND: Section 5.15 of the 1998 Indenture of Trust dated as of July 1, 1998 with TD Bank, N.A. as Trustee (1998 Indenture), as approved by the Board of Commissioners of the Delaware River Port Authority (Authority), provides in pertinent part:

(a) The Authority covenants that on or before December 31 in each Fiscal Year it will adopt a final budget (Annual Budget) for the ensuing Fiscal Year of (i) Operating Expenses, (ii) the PATCO Subsidy, (iii) the amount to be deposited to the credit of the 1998 Maintenance Reserve Fund and (iv) the estimated amounts to be deposited into (a) the 1998 Debt Service Fund, (b) the 1998 Debt Service Reserve Fund, and (c) the 1998 Rebate Fund and (v) the amounts to be deposited in any fund established under the 1998 Indenture (such budget being herein referred to as the Annual Budget. Each Annual Budget shall also contain the Authority’s projections for Revenues for the ensuing Fiscal Year demonstrating compliance with the covenant as to Facility Charges as set forth in Section 5.09 of the 1998 Indenture. On or before December 31 in each Fiscal Year the Authority shall file a copy of the Annual Budget for the ensuing Fiscal Year with the Trustee. The attached 2019 Annual Budget provides the amount of funds required for each component, (i) through (v), of paragraph (a) of Section 5.15 of the 1998 Indenture and in addition provides revenue projections required to demonstrate compliance with the covenant as to Facility Charges set forth in Section 5.09 of the 1998 Indenture. The following provides a summary of the determination of each component of the Annual Budget and the determination of compliance with Section 5.09 of the 1998 Indenture.

(i) Operating Expenses:

As defined in the 1998 Indenture, Operating Expenses generally consist of all current expenses under Generally Accepted Accounting Principles (GAAP) in respect of the operation, maintenance and repair of or to the Facilities, properly attributable to the facilities except for non-cash items of expense and, as defined, exclude any costs of Capital Additions, any provisions for interest, depreciation or amortization, and any expenses relating to the Rapid Transit System (PATCO).

In accordance with the above, estimated 2020 Operating Expenses, as of December 31, 2019, include the following;

(a) 2020 DRPA Operating Budget in the amount of $106,611,618 (Includes E-ZPass Customer Service Center Expenses). (b) 2020 One Port Center Operating Expenses in the amount of $2,169,810 (Includes 2020 OPC operating budget plus the 2020 Redevelopment Fee Payment, of $363,333, to the City of Camden). (c) 2020 Biennial Inspection Expense in the amount of $2,950,000 (The Biennial Inspection expense provides for engineering inspections of DRPA’s bridge and transit system facilities which are required under the bond indenture. The last inspection was completed in 2018.)

2020 Operating Expenses totaling $111,731,428 are included in the 2020 Annual Budget.

(ii) PATCO Subsidy:

As defined in the 1998 Revenue Bond Indenture, the PATCO Subsidy generally includes (a) the amount of any operating subsidy paid or payable by the Authority to or for the account of PATCO with respect to the Rapid Transit System, plus (b) the amount of rent and other payment obligations paid or payable by the Authority under the Locust Street Subway Lease, including payments into the Community Impact Fund.

The Authority's operating subsidy to PATCO for 2020 is estimated to be $32,266,348 (Estimated PATCO operating revenues of $28,254,705 less 2020 PATCO Operating Budget expenses of $60,521,053). Under the terms of the Locust Street Subway Lease, amended December 12, 1995, the Authority will pay, in 2020, $500,001 in Base Rent and Community Impact Funds.

The PATCO Subsidy (including the payments under the Locust Street Subway Lease) is estimated to be $32,766,349 in 2020 and such funds are included in the 2020 Annual Budget.

(iii) Amount to be deposited to the 1998 Maintenance Reserve Fund:

In accordance with the terms of the 1998 Indenture, the Authority is not required to deposit any funds to the credit of the 1998 Maintenance Reserve Fund until the Defeasance of the 1995 Indenture. With the defeasance of the 1995 Revenue Bonds, the 1995 Maintenance Reserve Fund has been closed and any balance has been transferred to the 1998 Maintenance Reserve Fund. No deposits are required for 2020.

(iv) Amounts to be deposited to

(a) 1998 Debt Service Fund:

No monies are required to be deposited into the 1998 Debt Service Fund for the Fiscal Year 2020, as the last portion of the outstanding 1998 Revenue Refunding Bonds matured on January 1, 2011.

(b) 1998 Debt Service Reserve Fund:

In accordance with the terms of the 1998 Indenture, the 1998 Debt Service Reserve Fund is required to be funded at all times in an amount equal to the 1998 Debt Service Reserve Requirement. No additional monies are required to be deposited in 2020.

(c) 1998 Rebate Fund:

In accordance with Section 6.07 of the 1998 Indenture no deposits are expected to be made to the 1998 Account or the 1999 Account of the 1998 Rebate Fund for the 2020 Fiscal Year.

(d) 1999 Debt Service Account of the 1998 Debt Service Fund:

In accordance with the terms of the 1998 Indenture (and its Supplemental Indenture), no deposit is required for the 1999 Revenue Bonds as they were fully redeemed in April of 2012.

(e) 2008 Debt Service Account of the 1998 Debt Service Fund:

In accordance with the terms of the 1998 Indenture (and its Supplemental Indentures) no deposit is required for the 2008 Revenue Refunding Bonds as these were fully refunded in December of 2018 and no deposit is required for the net payments to the swap counterparty on the 1995 Revenue Bond Swaption as these were terminated via cash settlement in December of 2018.

(f) 2010 Debt Service Account of the 1998 Debt Service Fund:

In accordance with the terms of the 1998 Indenture (and its Supplemental Indentures) no deposit is required for the 2010 Revenue Refunding Bonds (Series A, B, and C as these were fully refunded in December of 2018 and no deposit is required for the 1999 Revenue Bond Swaption as this was terminated via cash settlement in December of 2018.

(g) 2010 Debt Service Account of the 1998 Debt Service Fund:

In accordance with the terms of the 1998 Indenture (and its Supplemental Indentures) no deposit is required for the 2010 Revenue Bonds (Series D) as these bonds were defeased in November 2018 and are no longer considered outstanding pursuant to the 1998 Revenue Bond Indenture.

(h) 2013 Debt Service Account of the 1998 Debt Service Fund:

In accordance with the terms of the 1998 Indenture (and its Supplemental Indentures), the amount of $23,654,794 representing the debt service payments on the 2013 Bonds, is required to be deposited in the Account of the 1998 Debt Service Fund for the 2020 Fiscal Year and such amount is included in the 2020 Annual Budget.

(i) 2018 Debt Service Account of the 1998 Debt Service Fund:

In accordance with the terms of the 1998 Indenture (and its Supplemental Indentures), the amount of $89,639,000 representing the debt service payments on the 2018 Bonds, is required to be deposited in the Account of the 1998 Debt Service Fund for the 2020 Fiscal Year and such amount is included in the 2020 Annual Budget.

Projection of Revenues for 2020 Demonstrating Compliance With The Covenant As To Facility Charges Set Forth In Section 5.09 of the 1998 Indenture:

Section 5.09 Maintenance of Facility Charges, paragraph (a), provides in pertinent part:

The Authority covenants that it shall fix, charge and collect such Facility Charges with respect to the Facilities as shall be required in order that, in each Fiscal Year, Net Revenues shall at least equal the Net Revenue Requirement for such Fiscal Year.

Net Revenues for the Fiscal Year 2020 are projected to be $233,766,752 and the Net Revenue Requirement at 105% (of the total revenue bond debt service plus PATCO subsidy) is projected to be $153,363,150. For 2020, Net Revenues are therefore projected to at least equal the Net Revenue Requirement in compliance with Section 2.01 of the Second Supplement to the 1998 Indenture of Trust dated July 1, 1998 with TD Bank, N.A. as Trustee.

SUMMARY: Amount: $257,791,570 Source of Funds: Revenue Fund, General Fund Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A Estimated Number of Jobs Supported: N/A DRPA-19-142 Finance: November 27, 2019 Board: December 11, 2019 Resolution in accordance with Sections 5.15 and 5.09 of the 1998 Indenture of Trust dated as of July 1, 1998 with TD Bank, N.A. as Trustee to adopt an Annual Budget of the Delaware River Port Authority for the 2020 Fiscal Year

RESOLUTION

RESOLVED: That the accompanying 2020 Annual Budget, as defined in the 1998 Indenture of Trust dated as of July 1, 1998 with TD Bank, N.A. as Trustee between the Delaware River Port Authority, is hereby adopted; and be it further

RESOLVED: That the adoption of this Budget is deemed and intended to satisfy the requirements of Sections 5.15 and 5.09 of the 1998 Indenture of Trust.

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: $257,791,570 Source of Funds: Revenue Fund, General Fund Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A Estimated Number of Jobs Supported: N/A 2020 IN ACCORDANCE WITH SECTION 5.15 OF THE 1998 INDENTURE OF TRUST (In thousands) DRAFT

(i) Operating Expenses: 2020 DRPA operating expenses (1) $106,612 One Port Center operating expense (2) 2,170 Biennial Inspection expense (3) 2,950 Total 111,731

(ii) PATCO Subsidy Operating revenues 28,255 Operating expenses 60,521 Operating loss 32,266 Locust Street Subway Lease 500 Total 32,766

(iii) Deposit to 1998 Reserve Maintenance Fund 0

(vi) Deposit to (a) 1998 Debt Service Fund 0 (b) 1998 Debt Service Reserve Fund 0 (c) 1998 Rebate Fund 0 (d) 1999 Debt Service (1998 Debt Service Fund) 0 (e) 2008 Debt Service (1998 Debt Service Fund) 0 (f) 2010 Debt Service (1998 Debt Service Fund) 0 (g) 2010 Debt Service Series D (1998 Debt Service Fund) 0 (h) 2013 Debt Service (1998 Debt Service Fund) 23,655 (i) 2018 Debt Service (1998 Debt Service Fund) 89,639 Total 113,294

TOTALANNUALBUDGET $257,792

(1) DRPA 2020 Operating Budget (includes E-ZPass Expenses). (2) One Port Center 2020 Operating Budget plus Redevelopment payment to the City of Camden. (3) Cost for engineering inspections of DRPA/PATCO facilities which are incurred every second year. 2020 IN ACCORDANCE WITH SECTION 5.15 OF THE 1998 INDENTURE OF TRUST (In thousands) DRAFT

Projection of 2020 Revenues demonstrating compliance with the covenant as to Facility Charges set forth in Section 5.09 on the 1998 Indenture of Trust.

Section 5.09 Requires that Net Revenues shall at least equal the Net Revenue Requirement. 2020 NET REVENUES: Projected Operating revenues: Bridge tolls (1) $332,095 Interest and other income (2) 13,413 Total operating revenues 345,508

Operating expenses (3) 111,731 NETREVENUES $233,777 NET REVENUE REQUIREMENT (greater of A or B shown below): A) Debt Service Requirement: 2013 Revenue Bonds 23,655 2018 Revenue Bonds 89,639 Total Debt Service Requirement 113,294

Deposit to 1998 Debt Reserve Fund 0 Deposit to 1998 Debt Service Reserve Fund 0 Deposit to 1998 Maintenance Reserve Fund 0 Deposit to 1998 Rebate Fund 0 PATCO Subsidy: Operating subsidy 32,266 Locust Street Subway Lease 500 Total PATCO Subsidy 32,766 Net Revenue Requirement 146,060 Net Revenue Requirement @ 105% $153,363 B) 120% of the Debt Service Requirement $135,953 NETREVENUEREQUIREMENT(greaterofAorB) $153,363

(1) Includes E-ZPass Customer Service Center Revenue (2) Includes DRPA interest income and rental income on One Port Center operations. (3) Includes DRPA Annual Operating Budget Expenses, E-ZPass Expenses, One Port Center Operating Expenses and Biennial Inspection Expense SUMMARY STATEMENT

ITEM NO.: DRPA-19-143

SUBJECT: Resolution in accordance with Section 5.07 of the 1999 Port District Project Bonds Indenture dated December 1, 1999 with The Bank of New York Mellon as Trustee, to adopt an Annual Budget of the Delaware River Port Authority for the 2020 Fiscal Year

COMMITTEE: Finance

COMMITTEE MEETING DATE: November 27, 2019

BOARD ACTION DATE: December 11, 2019

PROPOSAL: That the Board of Commissioners adopt an Annual Budget in accordance with Section 5.07 of the 1999 Port District Project Bonds Indenture dated December 1, 1999 with The Bank of New York Mellon as Trustee.

PURPOSE: To fulfill the requirements pursuant to Section 5.07 of the 1999 Port District Project Bonds Indenture with The Bank of New York Mellon as Trustee. (Effective February 28, 2001, The Bank of New York Mellon replaced Summit Bank as Trustee, as a result of the acquisition of Summit Bank’s Corporate Trust Business.)

BACKGROUND: Section 5.07 of the 1999 Port District Project Bonds Indenture with The Bank of New York Mellon as Trustee (1999 Port District Project Bonds Indenture), dated December 1, 1999, as approved by the Board of Commissioners of the Delaware River Port Authority (Authority), provides in pertinent part:

The Authority covenants that on or before December 31 in each Fiscal Year it will adopt a final budget (Annual Budget) for the ensuing Fiscal Year of the PATCO Subsidy, the amount of any operating subsidy paid or payable by the Authority to or for the account of any other subsidiary of the Authority and all other material operating expenses of the Authority payable from the General Fund. The Authority shall include the debt service payable on the Bonds and any Additional Subordinated Indebtedness during such ensuing Fiscal Year and all amounts required to be paid by the Authority into the Debt Service Reserve Fund or the Rebate Fund during such Fiscal Year in such budget on or before December 31 in each Fiscal Year with the Trustee and Bond Issuer.

The attached 2020 Annual Budget provides the amount of funds required for each component of Section 5.07 of the 1999 Port District Project Bonds Indenture as stated above. The following provides a summary of the determination of each component of the Annual Budget.

PATCO Subsidy:

As defined in the 1998 Revenue Bond Indenture, the PATCO Subsidy generally includes (a) the amount of any operating subsidy paid or payable by the Authority to or for the account of PATCO with respect to the Rapid Transit System, plus (b) the amount of rent and other payment obligations paid or payable by the Authority under the Locust Street Subway Lease, including payments into the Community Impact Fund.

The Authority's operating subsidy to PATCO for 2020 is estimated to be $32,266,348 (Estimated PATCO operating revenues of $28,254,705 less 2020 PATCO Operating Budget expenses of $60,521,053). Under the terms of the Locust Street Subway Lease, amended December 12, 1995, the Authority will pay, in 2020, $500,001 in Base Rent and Community Impact Funds.

The PATCO Subsidy (including the payments under the Locust Street Subway Lease) is estimated to be $32,766,349 in 2020 and such funds are included in the 2020 Annual Budget.

Other General Fund Obligations

The Authority anticipates expenditures of $2,790,000 for various management studies and other non-recurring costs.

Bond Related Deposits and Payments

Debt Service Payable on the Bonds and Additional Subordinated Indebtedness

In accordance with the terms of the 1999 Port District Project Bonds Indenture the amount of $1,113,971 representing debt service payments and deposits to the Debt Service Fund on the Bonds and $17,751,700 representing debt service payments and deposits to the Debt Service Fund on Additional Subordinated Indebtedness, for the 2020 Fiscal Year and such amounts are included in the 2020 Annual Budget. Amounts to be deposited to

Debt Service Reserve Fund

In accordance with the terms of the 1999 Port District Project Bonds Indenture, the 1999 Debt Service Reserve Fund is required to be funded at all times in an amount equal to the 1999 Debt Service Reserve Requirement. The 1999 Debt Service Reserve Fund was funded in an amount equal to the 1999 Debt Service Reserve Requirement from the proceeds of the 1999 Bond issue, and no further monies are required to be deposited in 2020.

Rebate Fund

In accordance with the 1999 Port District Project Bonds Indenture no deposits are expected to be made to the 1999 Rebate Fund for the 2020 Fiscal Year.

SUMMARY: Amount: $54,422,020 Source of Funds: General Fund Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A Estimated Number of Jobs Supported: N/A DRPA-19-143 Finance Committee: November 27, 2019 Board Date: December 11, 2019 Resolution in accordance with Section 5.07 of the 1999 Port District Project Bonds Indenture dated December 1, 1999 with The Bank of New York Mellon as Trustee, to adopt an Annual Budget of the Delaware River Port Authority for the 2020 Fiscal Year

RESOLUTION

RESOLVED: That the accompanying 2020 Annual Budget, as defined in the 1999 Port District Project Bonds Indenture of Trust dated December 1, 1999 with The Bank of New York Mellon as Trustee, is hereby adopted 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: $54,422,020 Source of Funds: General Fund Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A Estimated Number of Jobs Supported: N/A 2020 CERTIFICATE IN ACCORDANCE WITH SECTION 5.07 OF THE 1999 PORT DISTRICT PROJECT BONDS INDENTURE OF TRUST (In thousands) DRAFT

PATCO Subsidy 2020 Operating revenues $28,255 Operating expenses 60,521 Operating loss 32,266 Locust Street Subway Lease 500 Total 32,766

Other operating expenses payable from the General Fund Management studies 2,790 2,790

Deposits to be made for Debt Service Payable on The Bonds 1,114 Deposits to be made for Debt Service on Additional Subordinated Indebtedness 17,752 18,866 Amounts to be Deposited to Debt Service Reserve Fund 0 Rebate Fund 0 0

TOTALANNUALBUDGET $54,422 SUMMARY STATEMENT

ITEM NO. DRPA-19-144

SUBJECT: Resolution in accordance with Section 5.07 of the 2012 Port District Project Bonds Indenture dated December 1, 2012 with TD Bank, N.A. as Trustee, to adopt an Annual Budget of the Delaware River Port Authority for the 2020 Fiscal Year

COMMITTEE: Finance

COMMITTEE MEETING DATE: November 27, 2019

BOARD ACTION DATE: December 11, 2019

PROPOSAL: That the Board of Commissioners adopt an Annual Budget in accordance with Section 5.07 of the 2012 Port District Project Bonds Indenture dated December 1, 2012 with TD Bank, N.A. as Trustee.

PURPOSE: To fulfill the requirements pursuant to Section 5.07 of the 2012 Port District Project Bonds Indenture dated December 1, 2012 with TD Bank, N.A. as Trustee.

BACKGROUND: Section 5.07 of the 2012 Port District Project Bonds Indenture dated December 1, 2012 with TD Bank, N.A. as Trustee (2012 Port District Project Bonds Indenture), dated December 1, 2012, as approved by the Board of Commissioners of the Delaware River Port Authority (Authority), provides in pertinent part:

The Authority covenants that on or before December 31 in each Fiscal Year it will adopt a final budget (Annual Budget) for the ensuing Fiscal Year of the PATCO Subsidy, the amount of any operating subsidy paid or payable by the Authority to or for the account of any other subsidiary of the Authority and all other material operating expenses of the Authority payable from the General Fund. The Authority shall include the debt service payable on the Bonds and any Additional Subordinated Indebtedness during such ensuing Fiscal Year and all amounts required to be paid by the Authority into the Debt Service Reserve Fund or the Rebate Fund during such Fiscal Year in such budget on or before December 31 in each Fiscal Year with the Trustee and Bond Issuer.

The attached 2020 Annual Budget provides the amount of funds required for each component of Section 5.07 of the 2012 Port District Project Bonds Indenture dated December 1, 2012 with TD Bank, N.A. as Trustee as stated above. The following provides a summary of the determination of each component of the Annual Budget. PATCO Subsidy:

As defined in the 1998 Revenue Bond Indenture, the PATCO Subsidy generally includes (a) the amount of any operating subsidy paid or payable by the Authority to or for the account of PATCO with respect to the Rapid Transit System, plus (b) the amount of rent and other payment obligations paid or payable by the Authority under the Locust Street Subway Lease, including payments into the Community Impact Fund.

The Authority's operating subsidy to PATCO for 2020 is estimated to be $32,266,348 (Estimated PATCO operating revenues of $28,254,705 less 2020 PATCO Operating Budget expenses of $60,521,053). Under the terms of the Locust Street Subway Lease, amended December 12, 1995, the Authority will pay, in 2020, $500,001 in Base Rent and Community Impact Funds.

The PATCO Subsidy (including the payments under the Locust Street Subway Lease) is estimated to be $32,766,349 in 2020 and such funds are included in the 2020 Annual Budget.

Other General Fund Obligations

The Authority anticipates expenditures of $2,790,000 for various management studies and other non-recurring costs.

Bond Related Deposits and Payments

Debt Service Payable on the Bonds and Additional Subordinated Indebtedness

In accordance with the terms of the 2012 Port District Project Bonds Indenture, the amount of $17,751,700, representing debt service payments and deposits to the Debt Service Fund on the Bonds and $1,113,971 representing debt service payments and deposits to the Debt Service Fund on Additional Subordinated Indebtedness, for the 2020 Fiscal Year and such amounts are included in the 2020 Annual Budget.

Amounts to be deposited to

Debt Service Reserve Fund

In accordance with the terms of the 2012 Port District Project Bonds Indenture dated December 1, 2012, the 2012 Debt Service Reserve Fund is required to be funded at all times in an amount equal to the 2012 Debt Service Reserve Requirement. The 2012 Debt Service Reserve Fund was funded in an amount equal to the 2012 Debt Service Reserve Requirement from the proceeds of the 2012 Bond issue, and no further monies are required to be deposited in 2020. Rebate Fund

In accordance with the 2012 Port District Project Bonds Indenture no deposits are expected to be made to the 2012 Rebate Fund for the 2020 Fiscal Year.

SUMMARY: Amount: $54,422,020 Source of Funds: General Fund Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A Estimated Number of Jobs Supported: N/A DRPA-19-144 Finance Committee: November 27, 2019 Board Date: December 11, 2019 Resolution in accordance with Section 5.07 of the 2012 Port District Project Bonds Indenture dated December 1, 2012 with TD Bank, N.A. as Trustee, to adopt an Annual Budget of the Delaware River Port Authority for the 2020 Fiscal Year

RESOLUTION

RESOLVED: That the accompanying 2020 Annual Budget, as defined in the 2012 Port District Project Bonds Indenture dated December 1, 2012 with TD Bank, N.A. as Trustee, is hereby adopted 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: $54,422,020 Source of Funds: General Fund Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A Estimated Number of Jobs Supported: N/A 2020 CERTIFICATE IN ACCORDANCE WITH SECTION 5.07 OF THE 2012 PORT DISTRICT PROJECT REFUNDING BONDS INDENTURE OF TRUST (In thousands) DRAFT

PATCO Subsidy 2020 Operating revenues $28,255 Operating expenses 60,521 Operating loss 32,266 Locust Street Subway Lease 500 Total 32,766

Other operating expenses payable from the General Fund Management studies 2,790 2,790

Deposits to be made for Debt Service Payable on The Bonds 17,752 Deposits to be made for Debt Service on Additional Subordinated Indebtedness 1,114 18,866 Amounts to be Deposited to Debt Service Reserve Fund 0 Rebate Fund 0 0

TOTALANNUALBUDGET $54,422

AUDIT COMMITTEE

DELAWARE RIVER PORT AUTHORITY Audit Committee Meeting

One Port Center 2 Riverside Drive Camden, New Jersey Wednesday, November 27, 2019

Committee Members: Sean Murphy (Acting Chairman for Auditor General DePasquale; via telephone) Donna Powell (via telephone) Aaron Nelson (for Rick Taylor; via telephone) Frank DiAntonio (via telephone) Robert Borski (via telephone)

DRPA/PATCO Staff: John Hanson, Chief Executive Officer Maria Wing, Deputy Chief Executive Officer Raymond J. Santarelli, General Counsel & Corporate Secretary Narisa Sasitorn, Deputy General Counsel Kathleen Vandy, Assistant General Counsel James White, Chief Financial Officer David Aubrey, Inspector General, OIG John Rink, General Manager PATCO Robert Hicks, Chief Operating Officer Michael Williams, Manager, Corporate Communications Dawn Whiton, Executive Assistant to the CEO Elizabeth Saylor, Administrative Coordinator, OGC

Others Present: Craig Ambrose, Assistant Counsel, New Jersey Governor’s Authorities Unit Alan Becker, Citizens’ Advisory Committee member

CALL TO ORDER

Commissioner Murphy called the meeting of the Audit Committee of the Delaware River Port Authority to order at 9:58 a.m.

ROLL CALL

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

Page 1 of 2 OPEN SESSION Commissioner Murphy stated that there was one (1) Summary Statement and Resolution for consideration:

1. DRPA-19-140 Candidate for CAC membership consideration – Strasso Jovanovski (Camden, NJ).

Chief Executive Officer Hanson presented a Summary Statement and Resolution that the Board approve the nomination made by the Citizens Advisory Committee (“CAC”) to fill one (1) New Jersey vacancy on the CAC with Strasso Jovanovski. Commissioner Nelson moved to forward the matter to the Board for consideration and Commissioner Borski seconded the motion. There were no questions or comments. All Commissioners in attendance voted to approve the motion.

Update from Office of the Inspector General (OIG)

Inspector General Aubrey updated the Commissioners on the following topics: Internal Audits that were completed and in progress; the 2018 Annual Financial Audit; recommended follow-ups to Management Audits; the Ethics Hotline activity; and the Political Contribution Disclosure and Conflict of Interest Review.

EXECUTIVE SESSION

Commissioner Murphy announced the Committee would meet in Executive Session. Corporate Secretary Santarelli stated that matters covered by attorney/client privilege would be discussed. Commissioner Nelson moved to go into Executive Session and Commissioner Borski seconded the motion. All Commissioners in attendance voted to approve the motion and the Committee moved into Executive Session at 10:10 a.m.

The Committee met in Executive Session.

Commissioner Nelson moved to close Executive Session and Commissioner Powell seconded the motion. All Commissioners in attendance voted to approve the motion and the committee meeting moved back into Open Session at 10:26 a.m.

OPEN SESSION

ADJOURNMENT

There being no further business, Commissioner Powell moved to adjourn the meeting and Commissioner Nelson seconded the motion. All Commissioners in attendance voted to approve the motion and the meeting adjourned at 10:27 a.m.

Page 2 of 2 SUMMARY STATEMENT

ITEM NO.: DRPA-19-140

SUBJECT: Approval of Citizens Advisory Committee Membership Nomination – Strasso Jovanovski

COMMITTEE: Audit

COMMITTEE MEETING DATE: November 27, 2019

BOARD ACTION DATE: December 11, 2019

PROPOSAL: That the Board approve the nomination made by the Citizens Advisory Committee (“CAC”) to fill one (1) New Jersey vacancy on the Committee.

PURPOSE: To fill one (1) New Jersey 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, drpa.org, in One Port Center’s lobby, at all four (4) 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 bylaws, 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. Members who have served in the past on the CAC, left the CAC in good standing, submitted an updated membership application and attend at least three (3) CAC meetings, can be reconsidered for membership to the CAC by following the below process.

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 (3) meetings to familiarize themselves with Authority issues, become acquainted with CAC members, and to enable the CAC to assess whether the potential new member would be an appropriate fit for such service.

The CAC’s Nominating Committee selected one (1) new member for recommendation to the Board. As per process, Audit Committee members are then invited to interview the candidates. These interviews are usually in the form of a conference call. An accommodation was made to provide frequently asked written questions from the Audit Committee to Mr. Jovanovski. Mr. Jovanovski provided his answers in writing for Audit Committee member review. Commissioners Murphy and Nelson reviewed the candidate’s written answers on September 5, 2019, as did Chief Administrative Officer Toni P. Brown. The one (1) candidate was advanced to the full Audit Committee for review and consideration. A summary of the written interview answers from Mr. Jovanovski follows:

 Strasso Jovanovski of Camden, NJ

Mr. Jovanovski said he is a frequent user of PATCO and the Ben Franklin Bridge, including as a cyclist. He is associated with Rutgers University- Camden in the field of urban and regional planning, and said he wants to be a voice for the campus community and, ‘shape the future trajectory’ of DRPA/PATCO assets. He said he sees this Rutgers/DRPA/PATCO connection as, ‘one of his most powerful contributions to the CAC,’ serving as a connection to the Rutgers Camden campus. He cites the, ‘steady reduction of the availability of parking for students,’ and sees the Rutgers-Camden campus remaining predominantly a commuter campus. He says the role of PATCO in moving people in and out of the area, ‘is most vital to the well-being of the university community.’

He would like to see an integrated planning approach involving PATCO, SEPTA and NJ Transit for ‘streamlined transit solutions.’ Mr. Jovanovski indicated he is also an avid bicyclist and wants to, ‘encourage bicyclists transit needs.’ He favors the development of a mobile app to make the PATCO experience, ‘more rider-friendly.’ He feels PATCO should increase its footprint on social media and be ‘more responsive to concerns, ideas and questions’ raised on social media.

He has attended many CAC meetings already, including the minimum three (3) meetings to be considered for membership and sees no reason why he would not be able to attend CAC meetings on a regular basis. There are no apparent conflicts of interest with him serving on the committee.

The one (1) candidate will be presented to the Audit Committee on November 27, 2019, and, if approved, will be presented to the Board on December 11, 2019. There are currently nine (9) CAC members from NJ and another nine (9) from PA, with three (3) vacancies in NJ and three (3) vacancies in PA. If this NJ nominee is approved by the Board, there will be 10 members from NJ with two (2) vacancies on the NJ side, and nine (9) members from PA with three (3) vacancies on the PA side. Staff will continue to advertise the CAC in the hopes of attracting more applicants from PA in particular.

Current recruitment efforts include public outreach and making the CAC application accessible to interested community members. Public outreach occurs in the form of social media postings, news releases, and PATCO station signage which make the public more aware of the CAC and membership. The last news release was sent out on May 28, 2019 to the media. A copy of the CAC application, along with more information on the Committee, is posted on both Authority websites (drpa.org and ridepatco.org). There are signs advertising the CAC at every PA PATCO station. Membership opportunities for the CAC are advertised on variable screens in the PATCO stations. Potential members can also pick up copies of the CAC application at all the Authority’s public facilities - One Port Center, Ben Franklin Bridge, Walt Whitman Bridge, Betsy Ross Bridge, , and at every station along the PATCO High Speedline. The applications are monitored by DRPA and PATCO staff and replenished often as needed, so they are always available to potential CAC members.

SUMMARY: Amount: N/A Source of Funds: N/A Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A Estimated Number of Jobs Supported: N/A DRPA-19-140 Audit Committee: November 27, 2019 Board Date: December 11, 2019 Approval of Citizens Advisory Committee Membership Nomination – Strasso Jovanovski

RESOLUTION

RESOLVED: That the Board approve the appointment of Strasso Jovanovski of Camden, NJ to serve as members of the Citizens Advisory Committee; and be it further

RESOLVED: The Chairman, Vice Chairman and the Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the DRPA. If such agreements, contracts, or other documents have been approved by the Chairman, Vice Chairman and Chief Executive Officer and if thereafter either the Chairman or Vice Chairman is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA along with the Chief Executive Officer. If both the Chairman and Vice Chairman are absent or unavailable, and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of DRPA.

SUMMARY: Amount: N/A Source of Funds: N/A Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A Estimated Number of Jobs Supported: N/A UNFINISHED BUSINESS

NEW BUSINESS

SUMMARY STATEMENT

ITEM NO.: DRPA-19-145

SUBJECT: Outside Employment

COMMITTEE: NewBusiness

COMMITTEE MEETING DATE: December 11, 2019

BOARD ACTION DATE: December 11, 2019

PROPOSAL: That the Board evaluate and authorize outside employment for employees at the level of director and above as specifically listed below.

PURPOSE: To evaluate outside employment for potential conflicts with employment at DRPA/PATCO that may reduce the employee’s efficiency in performing work for DPRA/PATCO or which would involve an employment relationship with a contractor, vendor or other organization that transacts significant business with DPRA/PATCO.

BACKGROUND: The Reform Resolutions passed by the Board on October 17, 2012 (DRPA-10-052) require that all employment or compensation received by employees at the level of director or above is approved by the Board. All requests were evaluated by the appropriate supervisors and also by the Chief Executive Officer for potential conflicts. In all cases, it was determined that the outside employment will not conflict with the business of the DRPA/PATCO, and will not reduce the employee’s efficiency in performing work for DRPA/PATCO. If approved, the outside employment would be authorized for a period of one (1) year, after which the employee will have to seek approval to continue the outside employment engagement. The following employees have requested authorization for outside employment as listed below:

1) Michael Venuto, Chief Engineer- Adjunct Instructor at Rowan University. Instruct Civil Engineering/Construction Management Courses 2) William Shanahan, Director, Government Relations-- a) attorney, William C Shanahan Esq. LLC. Perform limited attorney services in non-conflicting situations during off work hours; b) adjunct professor, Rutgers University c) Borough of Haddonfield, Alternate Member of the Zoning Board - Volunteer position 3) Stephen Holden, Deputy General Counsel-Ski Instructor on Sundays from 8:00 am-5:00 pm between December and March 2020 4) Stephen J. Reiners, Director, Fleet Management – Umpire in baseball, basketball and soccer games. SUMMARY: Amount: $0 Source of Funds: N/A Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A DRPA-19-145 New Business: December 11, 2019 Board Date: December 11, 2019 Outside Employment

RESOLUTION

RESOLVED: That the Board authorizes the outside employment of the following employees:

5) Michael Venuto, Chief Engineer- Adjunct Instructor at Rowan University. Instruct Civil Engineering/Construction Management Courses 6) William Shanahan, Director, Government Relations-- a) attorney, William C Shanahan Esq. LLC. Perform limited attorney services in non-conflicting situations during off work hours; b) adjunct professor, Rutgers University c) Borough of Haddonfield, Alternate Member of the Zoning Board - Volunteer position 7) Stephen Holden, Deputy General Counsel-Ski Instructor on Sundays from 8:00 am-5:00 pm between December and March 2020 8) Stephen J. Reiners, Director, Fleet Management – Umpire in baseball, basketball and soccer games.

SUMMARY: Amount: $0 Source of Funds: N/A Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A SUMMARY STATEMENT

ITEM NO.: DRPA-19-146

SUBJECT: Consideration of Pending DRPA Contracts (Between $25,000 and $100,000)

COMMITTEE: New Business

COMMITTEEMEETINGDATE: N/A

BOARD ACTION DATE: December 11, 2019

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-19-146 New Business: December 11, 2019 Board Date: December 11, 2019 Consideration of Pending DRPA Contracts (Between $25,000 and $100,000)

RESOLUTION

RESOLVED: That the Board authorizes and directs that subject to approval by the Chair, Vice Chair, General Counsel and the Chief Executive Officer, staff proceed to negotiate and enter into the contracts listed on the Attachment hereto.

SUMMARY: Amount: N/A Source of Funds: See Attached List Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A CONSIDERATION OF PENDING DRPA CONTRACTS (VALUED BETWEEN $25,000 - $100,000) – Wednesday, December 11, 2019 DRPA

Item # Vendor/Contractor Description Amount ProcurementMethod BidsReceived BidAmounts SourceofFunds 1 W.B. Mason Co., Inc. One (1) Year Contract to $39,964.45 Competitive Formal Bid - Invitation 1. W.B. Mason Co., Inc. 1. $39,964.45 Bellmawr, NJ Supply Various Office for Bid DRPA-20-2019 was publicly Bellmawr, NJ Paper Products to the advertised and issued to nine (9) DRPA & PATCO prospective bidders. Three (3) 2. Paper Mart Inc. 2. $44,138.80 Revenue Fund bids were received and publicly East Hanover, NJ opened on November 19, 2019. 3. CMF Business Supplies, 3. $46,713.02 Inc. South Plainfield, NJ

2 Team Clean Contract Extension for $99,999.00 Request for Proposal was publicly Philadelphia, PA Custodial Services at all advertised and issued on June 10, Four Bridge Administration 2016. Five (5) vendors responded Buildings and Police with Proposals, and Team Clean Dispatch Centers was deemed the most qualified Revenue Fund bidder. A contract was executed N/A N/A on January 13, 2017, and will expire on January 13, 2020. DRPA has requested Team Clean to continue to perform services specified in the scope of work until the ongoing formal competitive process is complete.

3 Assemble Assemble will provide $99,999.00 Sole Source Provider,see 1. Assemble 1. $99,999.00 General Fund Harrisburg, PA additional technical support, attached Sole Source Justification Harrisburg, PA to review and assess the Memo marked as "Exhibit 1" ERP System Upgrade RePlan, vet and negotiate pricing, and, ultimately, assist in presenting the final ERP System Upgrade RePlan to the DRPA/PATCO Board of Commissioners.

PORT AUTHORITY TRANSIT CORP. BOARD MEETING

Wednesday, December 11, 2019 9:00 a.m.

One Port Center 2 Riverside Drive Camden, NJ

John T. Hanson, Chief Executive Officer

PATCO BOARD

PORT AUTHORITY TRANSIT CORPORATION BOARD MEETING

Wednesday, December 11, 2019 at 9:00 a.m. One Port Center 2 Riverside Drive Camden, New Jersey

ORDER OF BUSINESS

1. Roll Call

2. Public Comment

3. Report of the General Manager – December 2019

4. Approval of November 20, 2019 PATCO Board Meeting Minutes

5. Monthly List of Previously Approved Monthly List of Payments of November 2019

6. Monthly List of Previously Approved Purchase Orders and Contracts of November 2019

7. Approval of Balance Sheet and Equity Statement dated September 30, 2019

8. Approval of Operations & Maintenance Committee Meeting Minutes of November 26, 2019

9. Adopt Resolutions Approved by Operations & Maintenance Committee of November 26, 2019

PATCO-19-030 Promotion of PATCO to Students in 2020.

PATCO-19-031 PATCO marketing through Promotional Efforts with Local Organizations and Venues in 2020.

PATCO-19-032 Industry, Historical and Technical Societies and Schools Touring PATCO Facilities in 2020.

10. Approval of Finance Committee Meeting Minutes of November 27, 2019

11. Adopt Resolutions Approved by Finance Committee of November 27, 2019

PATCO-19-033 2020 PATCO Operating Budget.

12. Unfinished Business

13. New Business

PATCO-19-034 Consideration of Pending PATCO Contracts (Between $25,000 and $100,000).

14. Executive Session

15. 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.

December 11, 2019 To the Commissioners:

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

HIGHLIGHTS

COMMUNITY

WTS Tour – WTS, Women in Transportation Seminar, sponsors a program called Transportation YOU. This hands-on mentoring program offers young women ages 13-18 an introduction to a wide variety of transportation careers. WTS chapters work to make a difference in the lives of young girls by offering programs and activities that will spark their interest in all modes of transportation and encourage them to take courses in math, science, and technology, which are the stepping stones to exciting careers that can change the face of the transportation industry. On Saturday, November 23, PATCO hosted a tour of our maintenance facility, and according to the coordinator, “The mentees absolutely loved the interactive and information tour! This was also the first time on PATCO for many mentees and mentors.”

- 1 - General Manager’s Report – for December 11, 2019 Meeting

Franklin Square Gets a Big Boost – The US Department of Transportation has committed a $12,580,000 of the $30 million needed to reopen Franklin Square Station. Construction will begin shortly with an opening date of summer, 2023. A new head house building will be constructed at the corner of 7th and Race Streets, and the station will be fully accessible to improve transit options and community connections.

SERVICE

Celebration of PATCO’s 50th Anniversary at Woodcrest Station – On November 19, PATCO celebrated its 50th anniversary at Woodcrest Station, which serves more customers than any New Jersey station other than Lindenwold. Customers enjoyed retro music, received a sewing kit and cookies or a soft pretzel, and spun the prize wheel for a pre-loaded $50 , round-trip ticket, free ride, 50th anniversary T shirt and assorted promotional items. Spinning the blank spot on the wheel entitled many a delighted passenger to a choice of any of the gifts on the table.

The next and final 50th Anniversary station event will be held at Ashland Station on December 17.

Ridership – Ridership in November, 2019 was 894,524, an increase of 2,233 (+0.25%) when compared to November of 2018. The news is even more positive in that this November included one fewer weekday than November of 2018, and our average weekday ridership this month was 39,072 compared to 38,326 in November, 2018

Year to date as of 11/30/2019, ridership is 10,211,563, an increase of 278,975 (+2.81%) compared to the same period in 2018.

- 2 - General Manager’s Report – for December 11, 2019 Meeting

2019 vs 2018 Ridership 1,050,000 2018 2019

1,000,000

950,000

900,000

850,000

800,000

On-Time Performance – In November, 2019, we had scheduled 5,593 trips, of which 49 trips were cancelled, 191 trains were late, and 31 stations were bypassed. Our on-time performance was 95.67% for the month and 96.83% for the year to date. Although this is not the level of service we want to provide our customers, it was higher than November of 2018 (94.66%), 2017 (94.04%), or 2016 (95.51%).

2019 vs 2018 On-Time Performance 99.00% 2019 98.00% 2018 97.00%

96.00%

95.00%

94.00%

93.00%

92.00%

91.00%

90.00% Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

- 3 - General Manager’s Report – for December 11, 2019 Meeting

The breakdown of causes for November delay incidents is shown below. Ultrasonic testing, which we routinely perform in the spring and fall as a supplement to our regular frequent visual inspections, revealed some track defects, which necessitated repairs that affected our service. This testing is specifically scheduled at the times of year when significant changes in temperature most affect the rail and enables us to address problems before a rail breaks. In addition, rail spraying operations, to reduce leaf oils deposited during the autumn, resulted in several delays.

Causes of Delay Incidents - November, 2019

Other, 19% Rail Spraying 9 Misc. 4 Equipment Defect, 34%

Brake/Comp 5 Misc. 18 Transit Operations, 9%

Public Safety Issues, 7%

Lack of Equipment, 3% Trespasser, 6% W&P Elec - Signal - Passenger Issues, 3% Radio, 4% W&P Track - Wayside, Speed Restrictions, 3% 10%

- 4 - Availability of Transit Equipment – PATCO closely monitors the availability of equipment to meet the needs of our peak service customers. We started each commuting morning and all but one commuting evening with the equipment needed to offer our scheduled service.

DAILY LOADLINE CAR REQUIREMENT FOR NOVEMBER 2019

A.M. RUSH HOUR (78 CARS REQUIRED ) P.M. RUSH HOUR (78 CARS REQUIRED )

Days Consist Requirement Days Consist Requirement Achieved 17 89.47% Achieved 17 89.47% Days Consist Requirement Days Consist Requirement Not Achieved 2 10.53% Not Achieved 2 10.53% TOTAL DAYS 19 TOTAL DAYS 19

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

10.53% 10.53%

89.47% 89.47%

Days Consist Requirement Achieved Days Consist Requirement Achieved

Days Consist Requirement Not Achieved Days Consist Requirement Not Achieved

STEWARDSHIP

Elevators / Escalators  Availability – Availability of all elevators was 99.34% for the month and 98.46% for the Year to Date. Availability of all escalators was 94.58% for the month and 96.67% for the Year to date, exceeding our goal of 96%. Thirty percent (30%) of the escalator outage was attributable to the need to replace the handrail at Broadway East, where customers could use the elevator at either Broadway East or Broadway West as an alternative while repairs were under way.

 Performance of Preventive Maintenance - Monthly preventive maintenance was performed on all elevators and escalators in November. Note that the new elevator at Collingswood is under warranty.

- 5 - General Manager’s Report – for December 11, 2019 Meeting

Monthly Preventive Maintenance - 2019 100%

95%

90%

85%

80%

75% Jan. Feb. March April May June July Aug. Sept. Oct. Nov. Dec. Escalators - Preventive Maintenance Performed Elevators - Preventive Maintenance Performed

FINANCE

(The following data are unaudited at this time.)

PATCO Income year to date (through 9/30/2019) amounted to $21,827,714, compared with a Budget Anticipated Income of $20,560,683, a favorable variance of $1,267,031 (+6.16%).

Operating expenses during September, 2019 amounted to $4,705,177, compared with a Budget Anticipated Expense of $4,903,544, a favorable variance of $198,367 or (4.05%). Year to date expenses totaled $42,354,872, compared with a Budget Anticipated Expense of $44,214,488, a favorable variance of $1,859,616 or 4.21%.

During the month of September, PATCO experienced a Net Operating Loss (excluding rental and non- recurring charges) of $2,181,426. Total Cumulative Loss year to date (excluding rental and non-recurring charges) equaled $20,527,158. Total Cumulative Loss year to date (including Lease Rental charges) equaled $25,118,657.

Net Transit Loss (including lease expense) for the month ending 9/30/2019 was $2,691,593.

Year to Date through 9/30/2019

2019 2019 Through September 30, 2019 Budget Actual Variance Income $20,560,683 $21,827,714 $1,267,031 F Expenses $44,214,488 $42,354,872 $1,859,616 F Operating Ratio .465 .5154

Passengers 7,847,775 8,289,266 441,491 F Car Miles 3,520,026 4,011,052 491,026

- 6 - General Manager’s Report – for December 11, 2019 Meeting

PERSONNEL TRANSACTIONS

The following personnel transactions occurred in November, 2019:

NAME POSITION DEPT. DATE

APPOINTMENT(S)

Anthony A. Cianfrini Supervisor, Traffic Analyst Transit Services 11/18/2019 NJ

Shakeria A. Eugene Train Operator Transit Services 11/18/2019 PA

Joseph M. Hence Track Mechanic Track & Facilities 11/18/2019 NJ

Jason T. McHenry Electronic Technician Elec. & Signal Maint. 11/18/2019 NJ

Joseph M. Hence Track Mechanic Track & Facilities 11/18/2019 NJ

Kenneth Williamson Train Operator Transit Services 11/18/2019 PA

TEMPORARY APPOINTMENTS - None

PROMOTION(S) - None

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION

Keith O. McLeod From: Electrical Foreman Elec. & Signal Maint. NJ To: Acting Manager, Elec. & Signal Maint. 11/02/2019 - Power, Signals & Communications 3/27/2020

David S. Brodnick From: Electrical Foreman Elec. & Signal Maint. NJ To: Acting Manager, Elec. & Signal Maint. 11/02 – 11/15/2019 Power, Signals & Communications

Tiffany Leggette From: Station Supervisor Passenger Services NJ To: Acting Money Room Passenger Services 11/16 – 11/22/2019

TITLE CHANGES - None

- 7 - General Manager’s Report – for December 11, 2019 Meeting

UPGRADE - None

INTERAGENCY PROMOTIONS FROM DRPA TO PATCO

Adam R. Jacurak From: Senior Engineer Engineering NJ To: Director Track & Facilities 11/02/2019

INTERAGENCY TRANSFER between DRPA and PATCO - None

TRANSFERS (DEPARTMENTAL) - None

RETIREMENT(S) - None

RESIGNATION(S) - None

END OF TEMPORARY ASSIGNMENT – None

DECEASED – None

PURCHASING & MATERIAL MANAGEMENT

During the month of November, 112 purchase orders were issued with a total value of $416,337. Of the $25,013 in monthly purchases where minority vendors could have served PATCO needs, $1,383 was awarded to MBEs and $7,327 to WBEs. The $8,710 total MBE/WBE purchases November represent 2.09% of the total spent and 34.82% of the purchases available to MBE/WBEs.

FARE COLLECTION

FREEDOM Service Centers – In November, the Service Centers replaced 293 FREEDOM Cards that reached their 10 year expiration mark. In addition, 188 seniors (age 65 and above) and disabled customers signed up for the Reduced Fare Program, enabling them to take advantage of reduced fares during off-peak hours. Nine (9) students signed up for a FREEDOM card, saving the $5 cost of the FREEDOM card by showing their educational ID. Furthermore, 108 customers signed up for the FREEDOM Share card for use on both PATCO and SEPTA, and 33 “T” cards were issued to transit benefit customers.

MAINTENANCE OF TRAINS (EQUIPMENT DEPARTMENT)

The following significant maintenance initiatives progressed in November:

 Sixteen (16) overhauled motors are available for installation as needed. Seventy (70) motors are in the overhaul process, including seventeen (17) at Swiger Coil, twenty-eight (28) at RAM, six (6) at WALCO, eight (8) at Sherwood, and eleven (11) pending outbound shipment.

- 8 - General Manager’s Report – for December 11, 2019 Meeting

Traction Motor Overhaul Thru November 30, 2019 Funded Account 2017 2018 2019 Grand Total PTD31617 $ 3,885,635.68 $ 3,885,635.68 PTD31809 $ 2,349,607.21 $ 2,349,607.21 PTD21904 $ 1,713,704.64 $ 1,713,704.64 Totals $ 3,885,635.68 $ 2,349,607.21 $ 1,713,704.64 $ 7,948,947.53

Vendor Breakdown RAM Industrial $ 1,964,031.00 $ 1,573,050.00 $ 759,903.00 $ 4,296,984.00 Sherwood $ 22,473.08 $ 71,377.00 $ 121,381.00 $ 215,231.08 Swiger Coil $ 1,731,850.60 $ 622,880.21 $ 635,950.64 $ 2,990,681.45 Walco Electric $ 167,281.00 $ 82,300.00 $ 196,470.00 $ 446,051.00 Totals $ 3,885,635.68 $ 2,349,607.21 $ 1,713,704.64 $ 7,948,947.53 Remaining Contract Funds $1,051,052.47

 We established a goal of 20 truck overhauls in 2019. Four (4) have been assembled so far, with three (3) in progress.  One (1) rebuilt gearbox is currently available, and two (2) wheelsets are assembled for truck building. Thirty-nine (39) gearboxes are in the overhaul process with three (3) at UTC, thirty-five (35) at Penn Machine, one (1) at PATCO and zero (0) pending outbound shipment.

Several gearbox defects have been identified. Our initial investigation had found that most of the defects were due to poor workmanship. Vendors have been made aware of the issues and are working to improve their internal processes. We have since implemented a thorough inbound inspection, which includes inspecting the internals of each overhauled gearbox. Defects will be noted, and gearboxes sent back to the vendor for repair.

Gearbox Overhaul Thru November 30, 2019 Funded Account 2016 2017 2018 2019 Grand Total PTD31505 $ 117,995.86 $ 655,334.69 $ 773,330.55 PTD31811 $ 561,817.44 $ 10,471.84 $ 572,289.28 PTD31906 $ 339,470.38 $ 339,470.38 Totals $ 117,995.86 $ 655,334.69 $ 561,817.44 $ 349,942.22 $ 1,685,090.21

Vendor Breakdown UTC/RAS Penn Machine $ 117,995.86 $ 117,995.86 Penn Machine $ 400,291.68 $ 481,729.64 $ 229,158.08 $ 1,111,179.40 UTC/RAS $ 255,043.01 $ 80,087.80 $ 120,784.14 $ 455,914.95 Totals $ 117,995.86 $ 655,334.69 $ 561,817.44 $ 349,942.22 $ 1,685,090.21 Remaining Contract Funds $ 770,309.79

 In November custodial employees scrubbed 32 cars (intensive interior cleaning). External washes are on hold because of work being performed at the west end of Lindenwold Yard.  Overhaul of the shop: o In-floor hoist – Project was awarded to AP Construction.

- 9 - General Manager’s Report – for December 11, 2019 Meeting

o Turntables will be replaced as part of the facility renovation project.  Alstom Engineering had submitted a scope of work needed to repair Car 1023, which sustained significant arc flash damage when an electrical conduit was knocked into the trackway. Car 1023/24 repairs are underway and the cars are tentatively scheduled to return from the car builders’ facility December, 2019.  Car overhaul – All 120 cars have been conditionally accepted. Alstom continues to monitor reliability and perform FMIs related to high failure components.  The wayside monitoring and diagnostic system qualification testing took place on July 17. Several software bugs have been identified. The vendor, Quester Tangent, collected data of the defects to perform in-depth analysis at their facility. The next round of testing is TBD.

TRACK & FACILITIES (formerly part of Way & Power)

 Expansion Joints on Ben Franklin Bridge – Track crews lubricated and replaced defective hardware expansion joints on the bridge Track #2 at milepost 3.00 at the Philadelphia Anchorage.  Track & Facilities crews performed ROW (right of way) and track inspections.  T&F crews prepared salt trucks and plows for the 2019-2020 snow season.  M&S technicians made repairs by electric welding 53E frog east of Ferry Interlocking.  Track Mechanics and M&S Technicians made five (5) termite welds on 1300’ of track between East Crest and Ashland Station on Track #1.  Herzog UT testing identified a head web separation 550’ west of West Ferry Interlocking on Track #2. Track Mechanics and M&S Technicians cut out the defective rail and termite welded a replacement rail during day shift, completing the work prior to the evening peak service.  Herzog UT testing also identified a head web separation 300’ east of Whitman Street on Track #1. Night shift cut out the defect, installed rail, and drilled joints for thermite welding, which was completed by the following day shift.  Track Mechanics replaced a 21’ piece of 100 ASCE rail 100’ east of 8th/Market.  Track and maintenance crews installed 186’ section of 136RE rail and thermite welded it in place at Mt. Ephraim Curve on Track #2.  At the east end of Franklin Square, the insulated joint (IJ) and 39’ of 100 ARAB buffer rail were replaced, and new Pandrol plates were installed.  Maintenance crews installed a platform on MO Switch 322W at Hall Interlocking for the Power & Signals Department.  Track Mechanics and Groundskeepers removed tree and brush in the Westmont area along the fence line of Lot S1.  Maintenance crews removed all furniture, replaced ceiling and floor tiles, and painted the police holding room at Broadway Station.  Support services were provided as required for the following projects:

- 10 - General Manager’s Report – for December 11, 2019 Meeting

o Track Resurfacing o Haddonfield, Ashland and Westmont Elevator capital projects

POWER AND SIGNALS (formerly part of Way & Power)

 Installation of two new 4000 ampere third rail motorized sectionalizing switches (MS321W and MO322W) was completed at Hall Interlocking.  The faulted switch machine (2CW) located at the diamond crossover in Lindenwold Yard was repaired.  Faulted disconnect linkage associated with 39RN1 at Lindenwold Substation was repaired.  Right of Way (ROW), switch and signal inspections were performed.  Relay testing and repairs were performed at interlockings and substations.  Substation breaker maintenance was performed.  Stations, subway tunnels, and parking lots were relamped as necessary.  Support services were provided as required for the following projects: o Ultrasonic rail testing throughout the mainline by Herzog o Mainline resurfacing – provided flagging and scheduling o Lindenwold Yard – provided flagging and scheduling o Pole line repair work located at Mickle Tunnel/Conrail track ROW - provided flagging and scheduling o Haddonfield, Ashland and Westmont Elevator capital projects – provided flagging and scheduling

SAFETY

The monthly report of the Safety Department is enclosed with this report.

Respectfully submitted,

John D. Rink General Manager

- 11 - PORT AUTHORITY TRANSIT CORPORATION COMPARATIVE STATEMENT OF REVENUE AND EXPENSES September 30, 2019 Monthly and YTD PRELIMINARY ONLY AS OF 3-11-2019 1ST A/P 2ND A/P 3RD A/P 4TH A/P 5TH A/P 6TH A/P 7TH A/P 8TH A/P 9TH A/P 10TH A/P 11TH A/P 12TH A/P 1/31/2019 2/28/2019 3/31/2019 4/30/2019 5/31/2019 6/30/2019 7/31/2019 8/31/2019 9/30/2019 10/31/2019 11/30/2019 12/31/2019 INCOME Operating 2,308,444 2,147,688 2,398,523 2,384,573 2,451,924 2,286,369 2,322,422 2,359,284 2,362,921 #REF! #REF! #REF! Non-Operating 76,819 163,040 66,989 61,921 44,307 71,335 106,862 53,463 160,830 #REF! #REF! #REF! Total Income-Pd 2,385,263 2,310,728 2,465,512 2,446,494 2,496,231 2,357,704 2,429,284 2,412,747 2,523,751 #REF! #REF! #REF!

Total Oper.Inc.-YTD 4,456,132 6,854,655 9,239,229 11,691,153 13,977,522 16,299,944 18,659,228 21,022,149 #REF! #REF! #REF! Total NonOper.Inc.-YTD 239,859 306,848 368,768 413,075 484,410 591,272 644,735 805,565 #REF! #REF! #REF! Total Income-YTD 4,695,991 7,161,503 9,607,997 12,104,228 14,461,932 16,891,216 19,303,963 21,827,714 #REF! #REF! #REF!

EXPENSE Way & Power 1,224,102 1,239,365 1,072,836 959,901 1,001,057 972,233 1,161,603 1,211,918 1,011,635 (9,854,650) 0 0 Equipment 611,666 592,850 613,220 623,540 556,176 601,126 720,861 747,620 595,855 (5,662,914) 0 0 Transportation 1,701,247 1,593,845 1,644,024 1,636,173 1,744,266 1,577,351 1,749,451 1,746,956 1,645,315 ########## 0 0 Administration 689,826 671,585 871,793 1,018,138 997,807 722,935 734,828 785,030 674,670 (7,166,612) 0 0 Purchased Power 419,625 364,223 364,224 371,197 361,010 339,123 354,942 352,634 423,321 (3,350,299) 0 0 Ins & Claims 87,925 243,380 98,050 33,547 88,580 124,926 135,142 115,838 354,381 (1,281,769) 0 0 Sub-Total-Pd 4,734,391 4,705,248 4,664,147 4,642,496 4,748,896 4,337,694 4,856,827 4,959,996 4,705,177 ########## 0 0 Sub-Total-YTD 9,439,639 14,103,786 18,746,282 23,495,178 27,832,872 32,689,699 37,649,695 42,354,872 0 0 0 OPEB Accrual-PD 0 0 0 0 0 0 0 0 0 0 0 0 OPEB Accrual-YTD 0 0 0 0 0 0 0 0 0 0 0 Rent-DRPA-PD 510,163 510,167 510,167 510,167 510,167 510,167 510,167 510,167 510,167 510,167 510,167 510,167 Rent-DRPA-YTD 1,020,330 1,530,497 2,040,664 2,550,831 3,060,998 3,571,165 4,081,332 4,591,499 5,101,666 5,611,833 6,122,000 Total Expenses-Pd 5,244,554 5,215,415 5,174,314 5,152,663 5,259,063 4,847,861 5,366,994 5,470,163 5,215,344 ########## 510,167 510,167 Total Expenses-YTD 10,459,969 15,634,283 20,786,946 26,046,009 30,893,870 36,260,864 41,731,027 46,946,371 5,101,666 5,611,833 6,122,000

STATISTICS Passengers-PD 904,555 855,350 937,945 943,005 958,201 901,148 919,157 930,001 939,904 #REF! #REF! #REF! Passengers-YTD 1,759,905 2,697,850 3,640,855 4,599,056 5,500,204 6,419,361 7,349,362 8,289,266 #REF! #REF! #REF! Oper Rev. /Pass-Pd 2.55 2.51 2.56 2.53 2.56 2.54 2.53 2.54 2.51 #REF! #REF! #REF! Oper Rev. /Pass-YTD 2.53 2.54 2.54 2.54 2.54 2.54 2.54 2.54 #REF! #REF! #REF! Oper Exp. /Pass-Pd 5.23 5.50 4.97 4.92 4.96 4.81 5.28 5.33 5.01 #REF! #REF! #REF! Oper Exp. /Pass-YTD 5.36 5.23 5.15 5.11 5.06 5.09 5.12 5.11 #REF! #REF! #REF!

Car Miles-Pd 457,942 429,936 462,204 431,666 469,520 470,560 467,228 424,990 397,006 439,436 0 0 Car Miles-YTD 887,878 1,350,082 1,781,748 2,251,268 2,721,828 3,189,056 3,614,046 4,011,052 4,450,488 4,450,488 4,450,488 Oper Rev. /CM-PD 5.04 5.00 5.19 5.52 5.22 4.86 4.97 5.55 5.95 #REF! 0.00 0.00 Oper Rev. /CM-YTD 5.02 5.08 5.19 5.19 5.14 5.11 5.16 5.24 #REF! #REF! #REF! Oper Exp./CM-PD 10.34 10.94 10.09 10.75 10.11 9.22 10.40 11.67 11.85 -96.38 0.00 0.00 Oper Exp./CM-YTD 10.63 10.45 10.52 10.44 10.23 10.25 10.42 10.56 0.00 0.00 0.00

Avg. Rev. /Pass- YTD 2.64 2.67 2.65 2.64 2.63 2.63 2.63 2.63 2.63 #REF! #REF! #REF!

- 12 - Port Authority Transit Corporation Analysis of Budgeted/Actual Income - Year 2019 9th Accounting Period Ending September 30, 2019

2019 Current Year-To-Date Income Budget Budget Actual Variance Budget Actual Variance Gross Passenger Revenue $25,525,500 $2,099,769 $2,271,757 $171,988 8.2% F $19,077,941 $20,246,698 $1,168,757 6.1% F Smart Card Sales 99,960 8,330 10,695 2,365 28.39% F $74,970 81,166 6,196 8.27% F

Net Passenger Revenue $25,625,460 $2,108,099 $2,282,452 $174,353 8.3% F $19,152,911 $20,327,864 $1,174,953 6.1% F

Advertising 650,000 $54,167 28,418 (25,749) -47.5% U 487,500 445,143 ($42,357) -8.7% U Parking 887,700 73,024 80,469 7,445 10.2% F 663,473 694,285 30,812 4.6% F Leases & Rentals 284,425 81,376 94,144 12,768 15.7% F 229,048 255,235 26,187 11.4% F Interest 18,301 1,525 5,618 4,093 268.4% F 13,726 46,189 32,463 236.5% F Miscellaneous 18,700 1,558 32,650 31,091 + F 14,025 58,998 44,973 + F

Total Income $27,484,586 $2,319,749 $2,523,751 $204,002 8.8% F $20,560,683 $21,827,714 $1,267,031 6.2% F

Passengers 10,500,000 863,747 939,904 76,157 8.8% F 7,847,775 8,289,266 441,491 5.6% F

- 13 -

Port Authority Transit Corporation Comparative Analysis - 2019 Budget /Actual-Income & Departmental Expenses for the Month Ending September 30, 2019

2019 Current Year-To-Date BUDGET BUDGET ACTUAL VARIANCE BUDGET ACTUAL VARIANCE Gross Passenger Revenue $25,525,500 $2,099,769 $2,271,757 $171,988 8.2% F $19,077,941 $20,246,698 $1,168,757 6.1% F Smart Card Sales 99,960 8,330 10,695 2,365 28.4% F 74,970 81,166 6,196 8.3% F Less: Transfers 0 0 0 0 -100.0% F 0 0 0 -100.0% F Net Passenger Revenue $25,625,460 2,108,099 2,282,452 174,353 8.3% F 19,152,911 20,327,864 1,174,953 6.1% F

Other 1,859,126 211,650 241,299 29,649 14.0% F 1,407,772 1,499,850 92,078 6.5% F

Total Income $27,484,586 $2,319,749 $2,523,751 $204,002 8.8% F $20,560,683 $21,827,714 $1,267,031 6.2% F

Way & Power Dept. $13,041,382 $1,086,782 $1,011,635 $75,147 6.9% F $9,781,036 $9,854,650 ($73,614) -0.8% U Equipment Dept. 9,442,979 786,915 595,855 191,060 24.3% F 7,082,234 5,662,914 1,419,320 20.0% F Transportation Dept. 20,763,091 1,730,258 1,645,315 84,943 4.9% F 15,572,318 15,038,628 533,690 3.4% F Administration Dept. 9,558,090 796,507 674,670 121,837 15.3% F 7,168,567 7,166,612 1,955 0.0% F Insurance & Claims 1,880,123 156,677 354,381 (197,704) -126.2% U 1,410,092 1,281,769 128,323 9.1% F Purchased Power 4,274,443 346,405 423,321 (76,916) -22.2% U 3,200,240 3,350,299 (150,059) -4.7% U

Sub-Total $58,960,107 $4,903,544 $4,705,177 $198,367 4.0% F $44,214,488 $42,354,872 $1,859,616 4.2% F

Rent-DRPA 6,122,000 510,167 510,167 — — F 4,591,499 4,591,499 — — F

Total Expenses $65,082,107 $5,413,711 $5,215,344 $198,367 3.7% F $48,805,987 $46,946,371 $1,859,616 3.8% F

Transit Subsidy (includes rent) ($37,597,521) ($3,093,962) ($2,691,593) $402,369 13.0% F ($28,245,304) ($25,118,657) $3,126,647 11.1% F

- 14 - EMORANDUM M

PORT AUTHORITY TRANSIT CORPORATION of Pennsylvania & New Jersey

TO: John Rink

FROM: David Fullerton

SUBJECT: Monthly Report: Safety Department – November, 2019

DATE: November 29, 2019

1. Safety Services Staff was involved in the following activities concerning Contractor Safety:  Conducted Contractor’s Safety Briefings and created the necessary follow-up reports of safety briefings as shown below (total of 21 people trained):

PATCO NUMBER DATE CONTRACTOR CONTRACT PROJECT/WORK AREA IN NO. ATTENDANCE Contract Lindenwold Yard 11/04/19 JJD Electric LLC 1 #14N Rehab. 11/11/19 Accountants for You Transit Ambassador 1 11/11/19 Perry Consultants Temp. Storeroom 1 11/18/19 Accountants for You Transit Ambassadors 3 11/18/19 Haztek, Inc. DRPA 12-I Elevator Installation 1 11/18/19 LTK Engineering Services Contract 18-C Transit Car Overhaul 1 Supv./Traffic Analyst 11/18/19 PATCO New Hires 3 and 2 Train Operators Track Mechanic and 11/18/19 PATCO New Hires 2 Electronic Technician 11/18/19 R&R Ceilings, Inc. DRPA 12-I Elevator Installation 1 Contract Lindenwold Yard 11/18/19 Specta Automation 1 #14N Rehab. Contract Lindenwold Yard 11/18/19 Thermal-Flex Systems 1 #14N Rehab. 11/18/19 Tri-State Construction DRPA 12-I Elevator Installation 1 11/18/19 Vertical Systems Analysis DRPA 12-I Elevator Installation 1 11/18/19 Young’s Rigging 63-2017 PATCO DC Upgrades 3

- 15 -

Training Coordinated/Conducted by DRPA Safety

PATCO NUMBER DATE CONTRACTOR CONTRACT PROJECT/WORK AREA IN NO. ATTENDANCE WWB Electrical 11/04/19 DRPA New Hires 1 Technician 11/18/19 DRPA New Hires CBB Toll Collector 1

Drug & Alcohol Tests – for November 2019 Random Drug only 8 Random Alcohol only 0 Random Drug & Alcohol 4 Reasonable Suspicion Drug only 0 Reasonable Suspicion Alcohol only 0 Post-Accident 0 TOTAL TESTS COMPLETED 12

2. Internal PATCO Safety Activities:

 Conducted Meetings concerning Right-of-Way Worker Protection, November 1st , 7th, 25th and 27th, 2019  Attended TSI Training: Effectively Managing Transit Emergencies, Maryland, November 4th through November 7th, 2019  Attended BRB Through Truss Lower Panel Point Inspection Kick-off Meeting, November 4th, 2019  Attended PATCO Track Resurfacing Project, Contract No. 21-F(R) Meetings, November 5th and November 19th, 2019  Attended PATCO Staff Meetings, November 5th and November 19th, 2019  Attended Pre-Proposal Meeting, Transit Safety Management, November 8th, 2019  Presented a Basic On-Track Safety Briefing, November 12th, 2019  Attended PATCO Directors’ Meetings, November 12th and November 26th, 2019  Participated in Disciplinary Review Committee meeting, November 13th, 2019  Attended NJ Substation and Feeders, Contract WW-25-2016 Progress Meeting, November 14th, 2019  Conducted and participated in monthly SACC/Joint Workplace Committee meeting, November 14th, 2019  Attended Mandatory EEOC Diversity Training, November 19th, 2019

- 16 -

 Attended Labor Management Meeting, November 19th, 2019  Conducted Maintenance Environmental Audits and Inspections for Equipment Department and Storeroom, November 19th, 2019  Conducted Maintenance Environmental Audits and Inspections for Way & Power Department, November 21st, 2019  Attended meeting with Protran, November 26th, 2019  Attended PATCO Fleet Certification Discussion with NJDOT, November 26th, 2019

3. Internal DRPA Safety Activities:

 Conducted CBB Shop Safety Inspections, November 1st, 7th, 14th, 21st, and 27th, 2019  Conducted WWB Shop Safety Inspections, November 5th, 15th, 19th, and 26th, 2019  Participated in BFB Safety Power Hour Presentation, November 5th, 2019  Conducted BRB Safety Briefing, November 12th, 2019  Attended BFB Workplace Safety Meeting, November 12th, 2019  Participated in BRB Power Hour, November 13th, 2019  Attended BFB VIP Tour Meeting, November 13th, 2019  Conducted BRB Shop Safety Inspections, November 15th and 26th, 2019  Attended WWB Climbing Test, November 19th, 2019  Attended BRB Workplace Safety Meeting, November 19th, 2019  Conducted Random Drug & Alcohol screenings with Interstate Mobile, WWB, November 20th, 2019  Conducted Mid-shift Drug & Alcohol screening, WWB, November 21st, 2019  Attended WWB Operations Meeting, November 26th, 2019  Reviewed various Health and Safety plans from contractors who were awarded construction and/or design projects during the month of November.  Reviewed and commented on various Engineering Technical and Special Provisions documents for future DRPA projects. Conducted various site safety visits and inspections at DRPA Non- OCIP construction projects at the four bridges.

4. Joint PATCO/DRPA Safety Activities:

 Conducted and participated in weekly PATCO Contractor Safety Briefings on November 4th, 11th, and 18th, 2019  Conducted New Hire Orientation, November 4th and November 18th, 2019  Attended and participated in IAIC Committee Meeting, November 12th, 2019  Conducted and participated in Monthly Safety Services Progress Meeting, November 26th, 2019  Participated in Central Safety and Health Committee Meeting, November 27th, 2019

5. Joint PATCO/DRPA Safety Outside Agency Involvement.

None. - 17 -

PATCO BOARD MINUTES

PORT AUTHORITY TRANSIT CORPORATION

BOARD MEETING

Camden County Boathouse One Port Center 2 Riverside Drive, 11th Fl. Board Room Wednesday, November 20, 2019

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

New Jersey Commissioners Jeffrey Nash, Esq., Vice Chairman of the Board (via telephone) Albert Frattali Frank DiAntonio Charles Fentress Richard Sweeney Aaron Nelson (for Rick Taylor) (via telephone)

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

Page 1 of 4 DRPA/PATCO Staff (cont.) Larry Walton, Bridge Director, WWB & CBB Joseph McAroy, Bridge Director, BFB & BRB Valerie Bradford, Bridge Director, BFB & BRB Mike Williams, Director, Corporate Communications Elizabeth Saylor, Administrative Coordinator, Corporate Secretary, OGC Katherine Hilinski, Records Manager Edward Montgomery, Principal Engineer Susan Bond, Engineering Program Analyst Lennart Rustam, Engineering Program Manager Darlene Callands, Manager Community Relations Dawn Whiton, Executive Assistant of the CEO Barbara Wagner, Executive Assistant of the CEO Eulisis Delgado, PATCO Custodian

Others Present Craig Ambrose, Associate Counsel, New Jersey Governor’s Authorities Unit Alan Kessler, Esq., Duane Morris, LLP (Pennsylvania Counsel) Pete Jamison, Esq., Archer & Greiner, P.C. (for Christopher Gibson, Esq. New Jersey Counsel) Alan Becker, Citizens’ Advisory Committee Joseph Quigley

OPEN SESSION

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

Roll Call Chairman Boyer called the meeting to order at 9:55 a.m. and asked that the Corporate Secretary call the roll. The following Commissioners were present, constituting a quorum: Chairman Boyer, Vice Chairman Nash, Powell, Perryman, Fentress, Borski, Murphy, Frattali, DiAntonio, Sweeney, Nelson, Lewis, and Martz.

Public Comment Mr. Alan Becker spoke to the Board and referenced the PATCO Emergency Drills and how important the process is.

Report of the General Manager General Manager Rink stated that his report stood as previously submitted. Mr. Rink highlighted the PATCO Emergency Drills and the arrival of Santa Clause on the PATCO line on December 7, 2019.

Commissioner Powell moved to approve the General Manager’s Report and Commissioner Fentress seconded the motion. There were no questions or comments. All Commissioners in attendance voted in the affirmative to approve the General Manager’s Report. The motion carried.

Page 2 of 4 Approval of the October 16, 2019 PATCO Board Meeting Minutes Chairman Boyer stated that the Minutes of the October 16, 2019 PATCO Board Meeting were previously provided to the Governors of New Jersey and Pennsylvania and to the PATCO Commissioners. Commissioner Fentress moved to approve the Minutes and Commissioner Martz seconded the motion. There were no comments on or corrections to the Minutes. All Commissioners in attendance voted in the affirmative to approve the Minutes as submitted. The motion carried.

Receipt and Filing of the Previously Approved List of Payments Covering the Month of October 2019 and the Previously Approved List of Purchase Orders and Contracts Covering the Month of October 2019 Chairman Boyer stated that the Lists of Previously Approved Payments covering the month of October 2019 and the List of Previously Approved Purchase Orders and Contracts covering the month of October 2019 were previously provided to all Commissioners. Commissioner Fentress moved to receive and file the lists and Commissioner Martz seconded the motion. There were no questions or comments on the lists. All Commissioners in attendance voted in the affirmative. The motion carried.

Receipt and Filing of the Balance Sheet and Equity Statement Dated August 31, 2019 Chairman Boyer called for a motion to receive and file the Balance Sheet and Equity Statement dated August 31, 2019. Commissioner Frattali moved the motion and Commissioner Sweeney seconded the motion. There were no questions or comments. All Commissioners in attendance voted in the affirmative. The motion carried.

Approval of Operations & Maintenance Committee Meeting Minutes of November 12, 2019 Chairman Boyer stated that the Minutes of the November 12, 2019 Operations & Maintenance Committee Meeting were previously provided to all Commissioners. There were no comments or corrections. Commissioner Frattali moved to approve the Minutes and Commissioner Martz seconded the motion. All Commissioners in attendance voted in the affirmative to approve the Minutes as submitted. The motion carried.

Adoption of Resolutions Approved by the Operations & Maintenance Committee on November 12, 2019 Chairman Boyer stated that there were three (3) Resolutions from the November 12, 2019 Operations & Maintenance Committee Meeting for consideration:

PATCO-19-026 In-Kind Support of 2020 Community Initiatives.

General Manager Rink presented Resolution No. PATCO-19-026. Chairman Boyer inquired whether Commissioners had any questions for staff concerning Resolution No. PATCO-19-026. There were no questions. Commissioner Powell moved to adopt Resolution No. PATCO-19-026 and Commissioner Frattali seconded the motion. There were no questions or comments on the Resolution. All Commissioners in attendance voted in the affirmative to adopt the Resolution. The motion carried and the Board adopted the Resolution.

PATCO-19-027 Sole/Single Source Vendors for Replacement parts for PATCO – CY2020.

General Manager Rink presented Resolution No. PATCO-19-027. There were no questions. Commissioner Fentress moved to adopt Resolution PATCO-19-027 and Commissioner Sweeney seconded the motion. There were no questions or comments on the Resolution. All Commissioners Page 3 of 4 in attendance voted in the affirmative to adopt the Resolution. The motion carried and the Board adopted the Resolution.

PATCO-19-028 PATCO Fire Alarm Expansion Project.

General Manager Rink presented Resolution No. PATCO-19-028. There were no questions. Commissioner Fentress moved to adopt Resolution PATCO-19-028 and Commissioner Powell seconded the motion. There were no questions or comments on the Resolution. All Commissioners in attendance voted in the affirmative to adopt the Resolution. The motion carried and the Board adopted the Resolution.

New Business Chairman Boyer reported that there was one (1) item of New Business for consideration, and introduced the following:

PATCO-19-029 2020 PATCO Board and Committee Meeting Schedule

General Manager Rink presented Resolution No. PATCO-19-029. There were no questions. Commissioner Fentress moved to adopt Resolution PATCO-19-029 and Commissioner Powell seconded the motion. There were no questions or comments on the Resolution. All Commissioners in attendance voted in the affirmative to adopt the Resolution. The motion carried and the Board adopted the Resolution.

Executive Session Chairman Boyer announced the Board would meet in Executive Session and requested the Corporate Secretary to provide a description of the matters to be discussed. Mr. Santarelli stated that the subjects to be discussed in Executive Session related to the safety and property of the public. Commissioner Fentress moved to go into Executive Session and Commissioner Frattali seconded the motion. All Commissioners in attendance voted in the affirmative and the Board moved into Executive Session at 10:04 a.m.

The Board met in Executive Session.

Commissioner Frattali moved to close Executive Session and Commissioner Fentress seconded the motion. All Commissioners in attendance voted in the affirmative and the Board moved back into Open Session at 10:15 a.m.

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

Respectfully Submitted,

Raymond J. Santarelli, Esquire General Counsel and Corporate Secretary

Page 4 of 4

PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PAYMENTS

Port Authority Transit Corporation Monthly List Of Previously Approved Payments 11/01/19 through 11/30/19 Meeting Date 12/11/19

Vendor Name Item Description Resolution # / Authorization Amount ARAMSCO, INC. 1st Aid & Safety Equipment 25KTHRES 132.00 ARBILL INDUSTRIES INC 1st Aid & Safety Equipment 25KTHRES 3,067.26 NEW PIG CORPORATION 1st Aid & Safety Equipment 25KTHRES 210.97 STAUFFER GLOVE & SAFETY 1st Aid & Safety Equipment 25KTHRES 1,830.74 SUPREME SAFETY, INC 1st Aid & Safety Equipment 25KTHRES 790.02 1st Aid & Safety Equipment Total 6,030.99 M S C INDUSTRIAL SUPPLY CO. INC. Abrasives 25KTHRES 96.56 Abrasives Total 96.56 JOHNSON CONTROLS FIRE PROTECTION LP Access Control & Fire Inspection P-19-014 50,260.92 Access Control & Fire Inspection Total 50,260.92 IPROMOTEU Advertising - Promotions 25KTHRES 1,142.66 Advertising - Promotions Total 1,142.66 BRINK'S INC Armored Car Services P-18-027 4,545.72 Armored Car Services Total 4,545.72 ED'S RENTAL AND TOOLS INC. Automotive Maintenance & Repairs 25KTHRES 2,499.00 Automotive Maintenance & Repairs Total 2,499.00 CL PRESSER CO Brushes 25KTHRES 263.62 Brushes Total 263.62 ERICO INTERNATIONAL CORPORATION Buildings Grounds & Maint. 25KTHRES 5,430.05 GLOBAL EQUIPMENT CO, INC Buildings Grounds & Maint. 25KTHRES 1,511.38 KSL SUPPLIES INC. Buildings Grounds & Maint. 25KTHRES 600.00 L.B. FOSTER CO. Buildings Grounds & Maint. 25KTHRES 540.00 SUPREME SAFETY, INC Buildings Grounds & Maint. 25KTHRES 1,172.50 VOSSLOH TRACK MATERIAL INC Buildings Grounds & Maint. 25KTHRES 415.80 Buildings Grounds & Maint. Total 9,669.73 NORTHEAST COMMUNICATIONS GROUP INC. Camera-ECB and Parking Lot Entry Gate Re P-18-019 42,000.00 Camera-ECB and Parking Lot Entry Gate Re Total 42,000.00 OLIVER COMMUNICATIONS GROUP INC. Carwash Ventilation System P-18-021 60,000.00 Carwash Ventilation System Total 60,000.00 KSL SUPPLIES INC. Chemicals/Solvents-Commercial 25KTHRES 66.72 VAL-U NAPA AUTO PARTS Chemicals/Solvents-Commercial 25KTHRES 100.44 Chemicals/Solvents-Commercial Total 167.16 FRANKLIN - GRIFFITH, LLC Cleaning Chemicals 25KTHRES 141.00 INDCO INC Cleaning Chemicals 25KTHRES 809.00 STAUFFER GLOVE & SAFETY Cleaning Chemicals 25KTHRES 233.28 TEAM ONE REPAIR, INC. Cleaning Chemicals 25KTHRES 3,350.35 Cleaning Chemicals Total 4,533.63 DELTA DENTAL OF NEW JERSEY, INC. Cobra Reimbursement D-17-059 200.01 VISION BENEFITS OF AMERICA Cobra Reimbursement D-17-060 81.60 Cobra Reimbursement Total 281.61 CUBIC TRANSPORTATION SYSTEMS Contract Service Expense P-17-006 40,887.70 EVOQUA WATER TECHNOLOGIES, LLC. Contract Service Expense 25KTHRES 4,417.60 ONE CALL CONCEPTS, INC. Contract Service Expense 25KTHRES 76.16 PETSMART STORE# 1225 Contract Service Expense 25KTHRES 255.89 SEPTA Contract Service Expense P-19-009 51,037.58 SLATEBELT SAFETY Contract Service Expense 25KTHRES 1,937.00 SUPERIOR SCALE & INSTRUMENT CORPORA Contract Service Expense 25KTHRES 1,750.00 TERMINIX Contract Service Expense 25KTHRES 800.00 TOZOUR ENERGY SYSTEMS, INC. Contract Service Expense 25KTHRES 2,205.00 UNIVERSITY OF PENNSYLVANIA Contract Service Expense 25KTHRES 281.00 Contract Service Expense Total 103,647.93 EPLUS TECHNOLOGY, INC Data Processing Services & Switches P-19-020 34,799.50 Data Processing Services & Switches Total 34,799.50 COLONIAL ELECTRIC SUPPLY Direct Materials 25KTHRES 1,769.49 HOME DEPOT CREDIT SERVICES Direct Materials 25KTHRES 2,432.42 JOSEPH FAZZIO Direct Materials 25KTHRES 1,219.56 LOWE'S Direct Materials 25KTHRES 273.44 MAGNOLIA GARDEN VILLAGE Direct Materials 25KTHRES 32.00 UNITED REFRIGERATION, INC. Direct Materials 25KTHRES 1,561.35 VOORHEES HARDWARE, INC. Direct Materials 25KTHRES 1,999.90 Direct Materials Total 9,288.16 ASPEN REFRIGERENTS, INC. Electrical & Signal Parts 25KTHRES 988.20 CEMBRE INC. Electrical & Signal Parts 25KTHRES 897.00 CL PRESSER CO Electrical & Signal Parts 25KTHRES 148.60 FRANKLIN - GRIFFITH, LLC Electrical & Signal Parts 25KTHRES 614.87 TINA A LISTON-HORNER Electrical & Signal Parts 25KTHRES 1,234.50 Electrical & Signal Parts Total 3,883.17 DIGI-KEY CORPORAITON Electrical Components & Parts 25KTHRES 1,560.13 FRANKLIN - GRIFFITH, LLC Electrical Components & Parts 25KTHRES 444.09 KSL SUPPLIES INC. Electrical Components & Parts 25KTHRES 120.00 SUPREME SAFETY, INC Electrical Components & Parts 25KTHRES 1,272.00 TRISTATE INDUSTRIAL DISTRIBUTORS OF Electrical Components & Parts 25KTHRES 3,240.00 Electrical Components & Parts Total 6,636.22 AIM ELECTRONICS Electrical Equipment & Supplies 25KTHRES 58.56 COOPER ELECTRIC SUPPLY CO. Electrical Equipment & Supplies 25KTHRES 6,006.00 FRANKLIN - GRIFFITH, LLC Electrical Equipment & Supplies 25KTHRES 1,106.00 TINA A LISTON-HORNER Electrical Equipment & Supplies 25KTHRES 1,732.50 Electrical Equipment & Supplies Total 8,903.06 ATLANTIC CITY ELECTRIC Electricity Expense Utility 66.40 PSE&G CO. Electricity Expense Utility 26,752.95 SEPTA Electricity Expense Utility 185.74 Electricity Expense Total 27,005.09 AFLAC Employee Payroll Deductions NONE 22,080.12 NATIONAL DRIVE Employee Payroll Deductions NONE 10.00 TREASURER - STATE OF NEW JERSEY Employee Payroll Deductions NONE 52,348.60 UNITED WAY OF GREATER PHILA Employee Payroll Deductions NONE 450.40 VOYA FINANCIAL Employee Payroll Deductions NONE 45,767.77 Employee Payroll Deductions Total 120,656.89 SOUTH JERSEY WELDING SUPPLY CO Equipment & Tools 25KTHRES 724.80 Equipment & Tools Total 724.80 ALLIED ELECTRONICS & AUTOMATION Fare Collection Equipment 25KTHRES 1,066.65 CUBIC TRANSPORTATION SYSTEMS Fare Collection Equipment P-19-021 37,687.94 GRAINGER Fare Collection Equipment 25KTHRES 155.06 McMASTER-CARR SUPPLY CO Fare Collection Equipment 25KTHRES 45.62 TEAM ONE REPAIR, INC. Fare Collection Equipment 25KTHRES 2,208.49 UNIVERSAL ELECTRONIC SUPPLY CO. Fare Collection Equipment 25KTHRES 114.00 Fare Collection Equipment Total 41,277.76 AALL AMERICAN FASTENERS Fasteners 25KTHRES 62.00 BDF CHEMICAL CO INC Fasteners 25KTHRES 21.15 GKY INDUSTRIES Fasteners 25KTHRES 51.75 McMASTER-CARR SUPPLY CO Fasteners 25KTHRES 46.98 SNAP-ON INDUSTRIAL Fasteners 25KTHRES 76.06 Fasteners Total 257.94 INTERNAL REVENUE SERVICE Federal/FICA Payroll Taxes NONE 485,157.12 Federal/FICA Payroll Taxes Total 485,157.12 ARBILL INDUSTRIES INC Fire Protection Equipment 25KTHRES 936.00 IRVINE FIRE & SAFETY Fire Protection Equipment 25KTHRES 729.00 Fire Protection Equipment Total 1,665.00 EAST COAST FLAG & BANNER Flags/Poles/Banners 25KTHRES 81.20 Flags/Poles/Banners Total 81.20 FRANKLIN - GRIFFITH, LLC Fuel/Oil/Grease 25KTHRES 237.60 FUCHS LUBRICANTS CO Fuel/Oil/Grease 25KTHRES 1,341.87 KSL SUPPLIES INC. Fuel/Oil/Grease 25KTHRES 338.40 MCMASTER-CARR SUPPLY COMPANY Fuel/Oil/Grease 25KTHRES 110.24 TRISTATE INDUSTRIAL DISTRIBUTORS OF Fuel/Oil/Grease 25KTHRES 306.00 Fuel/Oil/Grease Total 2,334.11 RIGGINS INC Gasoline - Unleaded D-18-063 7,016.75 Gasoline - Unleaded Total 7,016.75 PENN MACHINE COMPANY LLC Gearbox Rebuild P-18-025 70,907.66 Gearbox Rebuild Total 70,907.66 SYMETRA LIFE INSURANCE COMP. Group Life & Accident Insurance Payable D-17-074 38,371.39 Group Life & Accident Insurance Payable Total 38,371.39 CAMDEN TOOL Hand Tools 25KTHRES 735.94 CL PRESSER CO Hand Tools 25KTHRES 603.03 KSL SUPPLIES INC. Hand Tools 25KTHRES 133.50 SNAP-ON INDUSTRIAL Hand Tools 25KTHRES 3,464.09 TINA A LISTON-HORNER Hand Tools 25KTHRES 52.00 TRISTATE INDUSTRIAL DISTRIBUTORS OF Hand Tools 25KTHRES 167.85 Hand Tools Total 5,156.41 CL PRESSER CO Hardware & Related Items 25KTHRES 256.00 Hardware & Related Items Total 256.00 SOUTH JERSEY GAS COMPANY Heating Expense Utility 5,336.14 Heating Expense Total 5,336.14 TRI-DIM FILTER CORPORATION HVAC 25KTHRES 901.44 HVAC Total 901.44 CENTRAL POLY-BAG CORP. Janitorial Supplies P-19-015 2,782.00 CL PRESSER CO Janitorial Supplies 25KTHRES 460.50 GENERAL CHEMICAL AND SUPPLY Janitorial Supplies 25KTHRES 387.04 INDCO INC Janitorial Supplies 25KTHRES 1,746.80 TRISTATE INDUSTRIAL DISTRIBUTORS OF Janitorial Supplies 25KTHRES 301.68 Janitorial Supplies Total 5,678.02 SCHIAVONE ELECTRONIC LABS, INC. Magnaflux Machine P-19-002 16,130.00 Magnaflux Machine Total 16,130.00 ORGO-THERMIT, INC. Maintenance/Repair Railroad 25KTHRES 1,274.80 Maintenance/Repair Railroad Total 1,274.80 FRANKLIN - GRIFFITH, LLC Maintenance/Repair Test Equipment 25KTHRES 1,100.00 Maintenance/Repair Test Equipment Total 1,100.00 AMERIHEALTH INSURANCE COMPANY Medical D-18-080 184,803.09 DELTA DENTAL OF NEW JERSEY, INC. Medical D-17-059 7,131.11 VISION BENEFITS OF AMERICA Medical D-17-060 1,655.50 Medical Total 193,589.70 SMART CARD ALLIANCE Memberships & Subscriptions 25KTHRES 2,100.00 Memberships & Subscriptions Total 2,100.00 SAFETY-KLEEN CORPORATION Miscellaneous Supplies 25KTHRES 145.00 Miscellaneous Supplies Total 145.00 TACTICAL PUBLIC SAFETY LLC New Radio Upgrades 25KTHRES 8,989.78 New Radio Upgrades Total 8,989.78 W.B. MASON CO. INC Office Equipment D-19-047 1,031.96 Office Equipment Total 1,031.96 LIBERTY STAMP Office Supplies 25KTHRES 59.85 PAPER MART INC Office Supplies D-18-121 1,007.76 SOSMETAL PRODUCTS INC Office Supplies 25KTHRES 399.35 W.B. MASON CO. INC Office Supplies D-19-047 4,019.32 Office Supplies Total 5,486.28 W.B. MASON CO. INC Other Office Expenses D-19-047 1,601.04 Other Office Expenses Total 1,601.04 PA DEPT OF REVENUE PA Payroll Taxes NONE 10,265.91 PA Payroll Taxes Total 10,265.91 OLIVER COMMUNICATIONS GROUP INC. PA Replacement System P-18-017 10,513.00 PA Replacement System Total 10,513.00 SHERWIN-WILLIAMS Paint-Coatings 25KTHRES 452.28 TRISTATE INDUSTRIAL DISTRIBUTORS OF Paint-Coatings 25KTHRES 99.84 Paint-Coatings Total 552.12 CL PRESSER CO Paper/Plastics/Disposable 25KTHRES 86.80 INDCO INC Paper/Plastics/Disposable 25KTHRES 136.00 TRISTATE INDUSTRIAL DISTRIBUTORS OF Paper/Plastics/Disposable 25KTHRES 66.30 Paper/Plastics/Disposable Total 289.10 RAILROAD CONSTRUCTION COMPANY OF PATCO Track Resurfacing P-19-008 248,949.18 PATCO Track Resurfacing Total 248,949.18 PATCO - Payroll Account Payroll For Accounting Period NONE 1,310,349.68 Payroll For Accounting Period Total 1,310,349.68 PNC BANK P-CARD P-Card Purchases NONE 39,585.82 P-Card Purchases Total 39,585.82 PA STATE EMPLOYEES RETIREMENT SYSTE Pension - PA SERS NONE 610,076.54 Pension - PA SERS Total 610,076.54 CITY OF PHILADELPHIA Philadelphia Payroll Taxes NONE 6,318.47 Philadelphia Payroll Taxes Total 6,318.47 TINA A LISTON-HORNER Plastics/Resins 25KTHRES 144.00 Plastics/Resins Total 144.00 ENGINEERED HYDRAULICS, INC Plumbing Equipment & Supplies 25KTHRES 116.34 TRISTATE INDUSTRIAL DISTRIBUTORS OF Plumbing Equipment & Supplies 25KTHRES 278.00 Plumbing Equipment & Supplies Total 394.34 ARBILL INDUSTRIES INC Poisons 25KTHRES 128.25 Poisons Total 128.25 ATLANTIC TACTICAL Police Equipment & Supplies 25KTHRES 4,031.42 CAMDEN PARKING AUTHORITY Police Equipment & Supplies 25KTHRES 2,182.80 TEAM LIFE, INC. Police Equipment & Supplies 25KTHRES 6,780.00 Police Equipment & Supplies Total 12,994.22 KELLY GENERATOR AND EQUIPMENT, INC. Portable LED Light Plants 25KTHRES 12,544.00 Portable LED Light Plants Total 12,544.00 FEDERAL EXPRESS CORPORATION Postage Expenses 25KTHRES 437.57 Postage Expenses Total 437.57 UNITED STATES POSTAL SERVICE Prepaid Postage 25KTHRES 1,500.00 Prepaid Postage Total 1,500.00 CERTIFIED SPEEDOMETER SERVICE Professional Fees 25KTHRES 264.00 Professional Fees Total 264.00 STEVENS & LEE Professional Fees - Labor Relations D-19-030 61.52 Professional Fees - Labor Relations Total 61.52 LTK CONSULTING SERVICES INC Professional Fees - Legal Expenses D-19-030 644.79 Professional Fees - Legal Expenses Total 644.79 BROWN & CONNERY LLP Professional Fees - Litigation Costs D-19-030 1,023.44 DILWORTH PAXSON LLP Professional Fees - Litigation Costs D-19-030 360.00 Professional Fees - Litigation Costs Total 1,383.44 US REGIONAL OCCUPATIONAL HEALTH II Professional Fees - Medical P-18-044 1,670.30 Professional Fees - Medical Total 1,670.30 ACADACA, LLC Professional Services P-18-005 13,125.00 BENEFIT HARBOR LP Professional Services D-17-077 2,341.12 Professional Services Total 15,466.12 PECO ENERGY Purchased Power NONE 37,839.45 PSE&G CO. Purchased Power NONE 960,341.63 Purchased Power Total 998,181.08 INDCO INC Rags, Shop Towels 25KTHRES 2,460.00 Rags, Shop Towels Total 2,460.00 MICHAEL V. CURRAN Rail Car Cleaning Materials 25KTHRES 4,928.00 Rail Car Cleaning Materials Total 4,928.00 BRANDON D. JONES Refund 25KTHRES 11.00 CARMEN DEMATTEO Refund 25KTHRES 20.00 DEMETRIAS WILLIAMS Refund 25KTHRES 10.00 JAMES DEMPSTER Refund 25KTHRES 87.60 NORMA OKEN Refund 25KTHRES 23.84 ROSEMARY WASHINGTON Refund 25KTHRES 33.80 SUSAN SCHULTZ Refund 25KTHRES 18.00 Refund Total 204.24 SAFETY-KLEEN CORPORATION Rental - Property & Other Equipment 25KTHRES 869.00 WILLIAMS SCOTSMAN INC. Rental - Property & Other Equipment 25KTHRES 903.44 Rental - Property & Other Equipment Total 1,772.44 DIRECTV Rental Expenses - Other 25KTHRES 78.24 Rental Expenses - Other Total 78.24 UNISYS CORPORATION Repairs and Maintenance - Other 25KTHRES 561.60 Repairs and Maintenance - Other Total 561.60 AMERIHEALTH INSURANCE COMPANY Retiree Medical Insurance D-18-080 27,148.27 UNITED HEALTHCARE Retiree Medical Insurance D-18-119 49,000.89 Retiree Medical Insurance Total 76,149.16 HORIZON BLUE CROSS BLUE SHIELD OF N Retiree Medical Prescription Insurance Over 65 D-18-108 29,804.41 Retiree Medical Prescription Insurance Over 65 Total 29,804.41 COMCAST BUSINESS Software License Fees 25KTHRES 1,000.00 Software License Fees Total 1,000.00 WEST PENN ASSOCIATES DBA Steam & Hot Water Access. 25KTHRES 285.38 Steam & Hot Water Access. Total 285.38 TEAMSTERS HEALTH & WELFARE Teamsters Health and Welfare P-18-045 318,309.84 Teamsters Health and Welfare Total 318,309.84 TEAMSTER PENSION FUND Teamsters Pension P-18-045 135,092.09 Teamsters Pension Total 135,092.09 TEAMSTERS LOCAL UNION 676 Teamsters Union Dues NONE 13,273.00 Teamsters Union Dues Total 13,273.00 SAP NATIONAL SECURITY SERVICES INC Technology Service Contracts D-18-024 59,810.20 SAP PUBLIC SERVICES INC Technology Service Contracts D-18-024 12,792.50 Technology Service Contracts Total 72,602.70 MCI COMMUNICATIONS SERVICES INC Telephone & Telecom Expense Utility 877.30 VERIZON Telephone & Telecom Expense Utility 277.74 Telephone & Telecom Expense Total 1,155.04 CUBIC TRANSPORTATION SYSTEMS Temp Services - Customer Service Center P-16-026 50,881.66 Temp Services - Customer Service Center Total 50,881.66 ACCOUNTANTS FOR YOU Temporary Services D-17-062 13,406.22 CONTROLS AND AUTOMATION CONSULTANTS Temporary Services D-17-062 1,441.88 ISEARCH PARTNERS INC Temporary Services D-17-062 4,381.39 Temporary Services Total 19,229.49 HITACHI RAIL STS Track & Right of Way Maint 25KTHRES 108.00 RUMSEY ELECTRIC COMPANY Track & Right of Way Maint 25KTHRES 1,639.02 SIEMENS INDUSTRY INC. - CARBORNE EN Track & Right of Way Maint 25KTHRES 335.00 TRISTATE INDUSTRIAL DISTRIBUTORS OF Track & Right of Way Maint 25KTHRES 78.75 Track & Right of Way Maint Total 2,160.77 RAM INDUSTRIAL SERVICES, LLC Traction Motor Rebuilds P-16-018 15,912.00 SWIGER COIL SYSTEMS Traction Motor Rebuilds P-16-018 108,966.00 WALCO ELECTRIC COMPANY Traction Motor Rebuilds P-16-018 21,803.00 Traction Motor Rebuilds Total 146,681.00 CITY OF PHILADELPHIA Training Course Fees 25KTHRES 802.00 Training Course Fees Total 802.00 ACCOUNTANTS FOR YOU Transit Ambassadors P-19-010 19,744.50 ISEARCH PARTNERS INC Transit Ambassadors P-19-010 11,508.79 Transit Ambassadors Total 31,253.29 HOPPECKE BATTERIES, INC. Transit Car Equipment-Electrical P-19-003 27,366.37 MORGAN ADVANCED MATERIALS Transit Car Equipment-Electrical 25KTHRES 1,283.33 Transit Car Equipment-Electrical Total 28,649.70 APPLIED INDUSTRIAL TECHNOLOGIES Transit Car Equipment-Mechanical 25KTHRES 5,791.61 GRAINGER Transit Car Equipment-Mechanical 25KTHRES 576.30 INTERNATIONAL NAME PLATE SUPPLIES Transit Car Equipment-Mechanical 25KTHRES 10,170.66 IRVINE FIRE & SAFETY Transit Car Equipment-Mechanical 25KTHRES 340.00 JAMAICA BEARINGS CO INC. Transit Car Equipment-Mechanical 25KTHRES 4,012.68 MAC PRODUCTS, INC Transit Car Equipment-Mechanical 25KTHRES 3,364.50 McMASTER-CARR SUPPLY CO Transit Car Equipment-Mechanical 25KTHRES 1,116.90 MCMASTER-CARR SUPPLY COMPANY Transit Car Equipment-Mechanical 25KTHRES 91.43 RAILROAD FRICTION PRODUCTS CORP Transit Car Equipment-Mechanical P-18-044 37,616.80 READING CRANE Transit Car Equipment-Mechanical 25KTHRES 4,400.00 SEATS, INC. Transit Car Equipment-Mechanical 25KTHRES 2,409.37 SNAP-ON INDUSTRIAL Transit Car Equipment-Mechanical 25KTHRES 1,602.71 TRI-DIM FILTER CORPORATION Transit Car Equipment-Mechanical 25KTHRES 648.00 TRISTATE INDUSTRIAL DISTRIBUTORS OF Transit Car Equipment-Mechanical 25KTHRES 87.50 WABTEC PASSENGER TRANSIT Transit Car Equipment-Mechanical P-18-042 24,208.16 WHARTON HARDWARE & SUPPLY CORP. Transit Car Equipment-Mechanical 25KTHRES 303.15 Transit Car Equipment-Mechanical Total 96,739.77 COUNTY CONSERVATION COMPANY, LLC Trash Removal 25KTHRES 36.00 REPUBLIC SERVICES #628 Trash Removal 25KTHRES 2,571.28 TAB INC. Trash Removal 25KTHRES 300.00 WASTE MANAGEMENT OF NEW JERSEY Trash Removal P-19-007 773.52 Trash Removal Total 3,680.80 Chong H. Young Travel Expenses 25KTHRES 26.10 Christina I. Ogunsuyi Travel Expenses 25KTHRES 876.40 David D. Fullerton Travel Expenses 25KTHRES 1,278.98 Joel Maldonado Travel Expenses 25KTHRES 69.60 Mark S. Ciechon Travel Expenses 25KTHRES 139.20 Mary Stires Travel Expenses 25KTHRES 66.70 Travel Expenses Total 2,456.98 Patrick J. Charles Tuition Reimbursement Expense 25KTHRES 321.30 Tuition Reimbursement Expense Total 321.30 NJ DEPT. OF LABOR & WORKFORCE DEVEL Unemployment Benefits Payable NONE 8,970.00 Unemployment Benefits Payable Total 8,970.00 STATE OF NEW JERSEY N.J.-927-W Unemployment Compensation Tax Payable NONE 1,390.87 Unemployment Compensation Tax Payable Total 1,390.87 UNIFIRST CORPORATION Uniform Cleaning Expense P-18-028 6,978.06 Uniform Cleaning Expense Total 6,978.06 GALLS Uniform Expense 25KTHRES 1,575.00 Joseph J. Fahey Jr Uniform Expense 25KTHRES 154.99 NORTHSTAR INDUSTRIAL SUPPLY, LLC Uniform Expense 25KTHRES 7,577.03 PNC BANK P-CARD Uniform Expense NONE 1,911.63 QUIKSTITCH EMBROIDERY Uniform Expense 25KTHRES 2,914.00 REFLECTIVE APPAREL FACTORY, INC Uniform Expense 25KTHRES 681.86 Uniform Expense Total 14,814.51 AUTO & TRUCK PARTS Vehicle Parts for Repairs D-19-026 665.99 ECHELON FORD INC Vehicle Parts for Repairs 25KTHRES 1,033.77 Vehicle Parts for Repairs Total 1,699.76 CAMDEN COUNTY SHERIFF'S OFFICE Wage Attachment NONE 842.21 EXPERTPAY CHILD SUPPORT Wage Attachment NONE 10,142.00 Wage Attachment Total 10,984.21 CAMDEN COUNTY MUNICIPAL UTILITIES Water & Sewer Expense Utility 2,904.00 CITY OF PHILA Water & Sewer Expense Utility 6,161.06 LINDENWOLD SEWER UTILITY Water & Sewer Expense Utility 248.90 NEW JERSEY AMERICAN WATER Water & Sewer Expense Utility 2,590.54 Water & Sewer Expense Total 11,904.50 QUAL LYNX (ACH TRANSFER) Worker's Comp Reserve P-18-043 137,943.68 Worker's Comp Reserve Total 137,943.68 Grand Total 5,910,813.86 * D indicates a DRPA resolution * P indicates a PATCO resolution

PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDERS & CONTRACTS

PATCO Monthly List of Previously Approved Purchase Order Contracts - November 2019

Purchasing Document Item Document Date Vendor/supplying plant Material Group Desc. Net Order Value 4500012070 4,012.68 4500012070 1 11/1/2019 100243 JAMAICA BEARINGS CO INC. TRAN CAR EQUIP-MECH 4,012.68 4500012071 1,069.00 4500012071 1 11/1/2019 100939 IRVINE FIRE & SAFETY FIRE PROTECTION EQP 136.00 4500012071 2 11/1/2019 100939 IRVINE FIRE & SAFETY FIRE PROTECTION EQP 48.00 4500012071 3 11/1/2019 100939 IRVINE FIRE & SAFETY TRAN CAR EQUIP-MECH 340.00 4500012071 4 11/1/2019 100939 IRVINE FIRE & SAFETY FIRE PROTECTION EQP 34.00 4500012071 5 11/1/2019 100939 IRVINE FIRE & SAFETY FIRE PROTECTION EQP 44.00 4500012071 6 11/1/2019 100939 IRVINE FIRE & SAFETY FIRE PROTECTION EQP 196.00 4500012071 7 11/1/2019 100939 IRVINE FIRE & SAFETY FIRE PROTECTION EQP 177.00 4500012071 8 11/1/2019 100939 IRVINE FIRE & SAFETY FIRE PROTECTION EQP 14.00 4500012071 9 11/1/2019 100939 IRVINE FIRE & SAFETY FIRE PROTECTION EQP 45.00 4500012071 10 11/1/2019 100939 IRVINE FIRE & SAFETY FIRE PROTECTION EQP 35.00 4500012072 1,799.92 4500012072 1 11/1/2019 100950 JOSEPH FAZZIO INC. BUILDER'S SUPPLIES 1,799.92 4500012075 4,912.00 4500012075 1 11/4/2019 100122 CRITERION LABORATORIES, INC. MAIN/REPAIR-RAILROAD 4,912.00 4500012077 29.92 4500012077 1 11/4/2019 100646 W.W. GRAINGER INC. FARE COLLECTION EQP 29.92 4500012078 3,818.30 4500012078 1 11/4/2019 101233 WABTEC TRAN CAR EQUIP-MECH 460.00 4500012078 2 11/4/2019 101233 WABTEC TRAN CAR EQUIP-MECH 1,226.50 4500012078 3 11/4/2019 101233 WABTEC TRAN CAR EQUIP-MECH 1,410.00 4500012078 4 11/4/2019 101233 WABTEC TRAN CAR EQUIP-MECH 20.00 4500012078 5 11/4/2019 101233 WABTEC TRAN CAR EQUIP-MECH 691.20 4500012078 6 11/4/2019 101233 WABTEC TRAN CAR EQUIP-MECH 10.60 4500012079 2,460.00 4500012079 1 11/4/2019 100231 INDCO INC RAGS, SHOP TOWELS 2,460.00 4500012080 297.20 4500012080 1 11/4/2019 100734 ARAMSCO, INC. PRINTING SRVS 297.20 4500012081 192.10 4500012081 1 11/4/2019 100646 W.W. GRAINGER INC. TRAN CAR EQUIP-MECH 192.10 4500012082 276.09 4500012082 1 11/4/2019 101615 McMASTER-CARR SUPPLY CO 1ST AID & SAFETY EQP 164.60 4500012082 2 11/4/2019 101615 McMASTER-CARR SUPPLY CO TRAN CAR EQUIP-MECH 36.52 4500012082 3 11/4/2019 101615 McMASTER-CARR SUPPLY CO TRAN CAR EQUIP-MECH 74.97 4500012086 1,670.00 4500012086 1 11/4/2019 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 398.00 4500012086 2 11/4/2019 101973 SUPREME SAFETY, INC ELECTRON COMPON/PRTS 1,272.00 4500012087 1,511.40 4500012087 1 11/4/2019 101744 GLOBAL EQUIPMENT CO, INC MAINT/REPAIR-BLDG 1,511.40 4500012088 285.38 4500012088 1 11/4/2019 100154 WEST PENN ASSOCIATES DBA STEAM&HOT WTR ACCESS 285.38 4500012089 3,306.00 4500012089 1 11/4/2019 100448 TACTICAL PUBLIC SAFETY LLC RADIO COMMUN./TELE 3,306.00 4500012091 2,219.15 4500012091 1 11/5/2019 100667 SNAP-ON INCORPORATED HAND TOOLS 385.70 4500012091 2 11/5/2019 100667 SNAP-ON INCORPORATED FASTENERS 76.06 4500012091 3 11/5/2019 100667 SNAP-ON INCORPORATED HAND TOOLS 50.06 4500012091 4 11/5/2019 100667 SNAP-ON INCORPORATED HAND TOOLS 1,229.20 4500012091 5 11/5/2019 100667 SNAP-ON INCORPORATED HAND TOOLS 120.40 4500012091 6 11/5/2019 100667 SNAP-ON INCORPORATED HAND TOOLS 35.19 4500012091 7 11/5/2019 100667 SNAP-ON INCORPORATED HAND TOOLS 49.88 4500012091 8 11/5/2019 100667 SNAP-ON INCORPORATED HAND TOOLS 255.50 4500012091 9 11/5/2019 100667 SNAP-ON INCORPORATED HAND TOOLS 17.16 4500012093 46.98 4500012093 1 11/5/2019 101615 McMASTER-CARR SUPPLY CO FASTENERS 46.98 4500012094 32.76 4500012094 1 11/5/2019 100302 MULTIFACET, INC. PLUMBING EQP & SUPP 32.76 4500012096 336.78 4500012096 1 11/5/2019 101191 TRISTATE INDUSTRIAL DISTRIBUTORS OF HAND TOOLS 39.60 4500012096 2 11/5/2019 101191 TRISTATE INDUSTRIAL DISTRIBUTORS OF HAND TOOLS 21.50 4500012096 3 11/5/2019 101191 TRISTATE INDUSTRIAL DISTRIBUTORS OF FASTENERS 51.00 4500012096 4 11/5/2019 101191 TRISTATE INDUSTRIAL DISTRIBUTORS OF FASTENERS 37.00 4500012096 5 11/5/2019 101191 TRISTATE INDUSTRIAL DISTRIBUTORS OF HAND TOOLS 79.96 4500012096 6 11/5/2019 101191 TRISTATE INDUSTRIAL DISTRIBUTORS OF HAND TOOLS 34.93 4500012096 7 11/5/2019 101191 TRISTATE INDUSTRIAL DISTRIBUTORS OF HAND TOOLS 17.25 4500012096 8 11/5/2019 101191 TRISTATE INDUSTRIAL DISTRIBUTORS OF HAND TOOLS 23.94 4500012096 9 11/5/2019 101191 TRISTATE INDUSTRIAL DISTRIBUTORS OF HAND TOOLS 8.50 4500012096 10 11/5/2019 101191 TRISTATE INDUSTRIAL DISTRIBUTORS OF HAND TOOLS 23.10 PATCO Monthly List of Previously Approved Purchase Order Contracts - November 2019

4500012097 2,110.28 4500012097 1 11/5/2019 101445 RL MILLER LLC TRAN CAR EQUIP-MECH 2,110.28 4500012098 116.34 4500012098 1 11/5/2019 100167 ENGINEERED HYDRAULICS, INC PLUMBING EQP & SUPP 116.34 4500012099 144.32 4500012099 1 11/5/2019 100501 W.B. MASON CO. INC OFFICE EQUIPMENT 144.32 4500012100 74.00 4500012100 1 11/5/2019 101489 AALL AMERICAN FASTENERS FASTENERS 28.00 4500012100 2 11/5/2019 101489 AALL AMERICAN FASTENERS FASTENERS 10.00 4500012100 3 11/5/2019 101489 AALL AMERICAN FASTENERS FASTENERS 36.00 4500012101 660.00 4500012101 1 11/5/2019 100105 CLEAN VENTURE, INC. BARREL/DRUM/CONTAIN. 660.00 4500012103 13,801.00 4500012103 1 11/5/2019 102126 READING CRANE BUILDING MAINT SRVS 3,500.00 4500012103 2 11/5/2019 102126 READING CRANE BUILDING MAINT SRVS 3,501.00 4500012103 3 11/5/2019 102126 READING CRANE BUILDING MAINT SRVS 6,800.00 4500012107 212.15 4500012107 1 11/6/2019 100607 CAMDEN TOOL HAND TOOLS 212.15 4500012108 2,005.74 4500012108 1 11/6/2019 101233 WABTEC TRAN CAR EQUIP-MECH 33.32 4500012108 2 11/6/2019 101233 WABTEC TRAN CAR EQUIP-MECH 1,473.92 4500012108 3 11/6/2019 101233 WABTEC TRAN CAR EQUIP-MECH 498.50 4500012109 44.25 4500012109 1 11/6/2019 100103 CL PRESSER CO HAND TOOLS 44.25 4500012110 96.59 4500012110 1 11/6/2019 100979 M S C INDUSTRIAL SUPPLY CO. INC. ABRASIVES 96.59 4500012112 174.24 4500012112 1 11/6/2019 101067 TINA A LISTON-HORNER ELEC EQP/SUPP-NO CBL 174.24 4500012113 87.36 4500012113 1 11/6/2019 101197 UNIFIRST CORPORATION CLOTHING UNIFORM 87.36 4500012114 910.00 4500012114 1 11/7/2019 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 910.00 4500012120 2,699.90 4500012120 1 11/8/2019 100479 TRU-FIT FRAME & DOOR LOCKS/LOCKSMITH SRVS 2,699.90 4500012121 414.30 4500012121 1 11/8/2019 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 118.80 4500012121 2 11/8/2019 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 240.00 4500012121 3 11/8/2019 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 55.50 4500012122 831.05 4500012122 1 11/8/2019 100735 ARBILL INDUSTRIES INC 1ST AID & SAFETY EQP 192.24 4500012122 2 11/8/2019 100735 ARBILL INDUSTRIES INC 1ST AID & SAFETY EQP 205.92 4500012122 3 11/8/2019 100735 ARBILL INDUSTRIES INC 1ST AID & SAFETY EQP 215.00 4500012122 4 11/8/2019 100735 ARBILL INDUSTRIES INC POISONS 128.25 4500012122 5 11/8/2019 100735 ARBILL INDUSTRIES INC 1ST AID & SAFETY EQP 89.64 4500012123 10.99 4500012123 1 11/8/2019 101191 TRISTATE INDUSTRIAL DISTRIBUTORS OF 1ST AID & SAFETY EQP 10.99 4500012125 1,304.94 4500012125 1 11/8/2019 100449 TEAM ONE REPAIR, INC. FARE COLLECTION EQP 187.20 4500012125 2 11/8/2019 100449 TEAM ONE REPAIR, INC. FARE COLLECTION EQP 565.50 4500012125 3 11/8/2019 100449 TEAM ONE REPAIR, INC. FARE COLLECTION EQP 5.46 4500012125 4 11/8/2019 100449 TEAM ONE REPAIR, INC. FARE COLLECTION EQP 33.54 4500012125 5 11/8/2019 100449 TEAM ONE REPAIR, INC. FARE COLLECTION EQP 513.24 4500012129 1,251.60 4500012129 1 11/8/2019 100735 ARBILL INDUSTRIES INC 1ST AID & SAFETY EQP 1,251.60 4500012132 84.89 4500012132 1 11/11/2019 100501 W.B. MASON CO. INC OFFICE SUPPLIES 18.37 4500012132 2 11/11/2019 100501 W.B. MASON CO. INC OFFICE SUPPLIES 17.53 4500012132 3 11/11/2019 100501 W.B. MASON CO. INC OFFICE SUPPLIES 48.99 4500012133 314.00 4500012133 2 11/11/2019 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 78.00 4500012133 3 11/11/2019 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 236.00 4500012134 897.00 4500012134 1 11/11/2019 100093 CEMBRE INC. ELEC&SIG PARTS/MAINT 897.00 4500012135 542.58 4500012135 1 11/11/2019 100386 RAILROAD TOOLS AND SOLUTIONS LLC TRK&RHT OF WAY MAINT 542.58 4500012136 1,350.00 4500012136 1 11/11/2019 101298 G A BLANCO & SONS INC. POLICE EQP AND SUPP 1,350.00 4500012137 250.00 4500012137 1 11/11/2019 102397 DENNEY ELECTRIC SUPPLY OF AMBLER, ELECTRON COMPON/PRTS 67.00 4500012137 2 11/11/2019 102397 DENNEY ELECTRIC SUPPLY OF AMBLER, ELECTRON COMPON/PRTS 132.00 4500012137 3 11/11/2019 102397 DENNEY ELECTRIC SUPPLY OF AMBLER, ELECTRON COMPON/PRTS 51.00 4500012138 362.50 PATCO Monthly List of Previously Approved Purchase Order Contracts - November 2019

4500012138 1 11/11/2019 100644 FRANKLIN - GRIFFITH, LLC ELEC&SIG PARTS/MAINT 362.50 4500012139 1,638.00 4500012139 1 11/11/2019 101472 CENTRAL POLY-BAG CORP. JANITORIAL SUPPLIES 1,638.00 4500012140 4,113.84 4500012140 1 11/11/2019 102604 TRAFFIC AND PARKING CONTROL CO. INC TRAFFIC CTRL DEVICES 3,040.00 4500012140 2 11/11/2019 102604 TRAFFIC AND PARKING CONTROL CO. INC TRAFFIC CTRL DEVICES 750.00 4500012140 3 11/11/2019 102604 TRAFFIC AND PARKING CONTROL CO. INC TRAFFIC CTRL DEVICES 39.90 4500012140 4 11/11/2019 102604 TRAFFIC AND PARKING CONTROL CO. INC TRAFFIC CTRL DEVICES 133.94 4500012140 5 11/11/2019 102604 TRAFFIC AND PARKING CONTROL CO. INC TRAFFIC CTRL DEVICES 150.00 4500012141 3,826.20 4500012141 1 11/11/2019 101189 TRI-DIM FILTER CORPORATION HVAC 273.00 4500012141 2 11/11/2019 101189 TRI-DIM FILTER CORPORATION TRAN CAR EQUIP-MECH 2,368.80 4500012141 3 11/11/2019 101189 TRI-DIM FILTER CORPORATION TRAN CAR EQUIP-MECH 1,184.40 4500012142 452.00 4500012142 1 11/11/2019 100379 QUIKSTITCH EMBROIDERY CLOTHING UNIFORM 32.00 4500012142 2 11/11/2019 100379 QUIKSTITCH EMBROIDERY CLOTHING UNIFORM 32.00 4500012142 3 11/11/2019 100379 QUIKSTITCH EMBROIDERY CLOTHING UNIFORM 69.00 4500012142 4 11/11/2019 100379 QUIKSTITCH EMBROIDERY CLOTHING UNIFORM 69.00 4500012142 5 11/11/2019 100379 QUIKSTITCH EMBROIDERY CLOTHING UNIFORM 69.00 4500012142 6 11/11/2019 100379 QUIKSTITCH EMBROIDERY CLOTHING UNIFORM 69.00 4500012142 7 11/11/2019 100379 QUIKSTITCH EMBROIDERY CLOTHING UNIFORM 56.00 4500012142 8 11/11/2019 100379 QUIKSTITCH EMBROIDERY CLOTHING UNIFORM 56.00 4500012143 79.19 4500012143 1 11/11/2019 100501 W.B. MASON CO. INC OFFICE SUPPLIES 13.79 4500012143 2 11/11/2019 100501 W.B. MASON CO. INC OFFICE SUPPLIES 4.22 4500012143 3 11/11/2019 100501 W.B. MASON CO. INC OFFICE SUPPLIES 14.41 4500012143 4 11/11/2019 100501 W.B. MASON CO. INC OFFICE SUPPLIES 11.31 4500012143 5 11/11/2019 100501 W.B. MASON CO. INC OFFICE SUPPLIES 35.46 4500012144 1,972.43 4500012144 1 11/12/2019 100231 INDCO INC JANITORIAL SUPPLIES 487.35 4500012144 2 11/12/2019 100231 INDCO INC JANITORIAL SUPPLIES 135.00 4500012144 3 11/12/2019 100231 INDCO INC HARDWARE & RELATED 903.00 4500012144 4 11/12/2019 100231 INDCO INC HAND TOOLS 183.08 4500012144 5 11/12/2019 100231 INDCO INC BLDGS/GRNDS- MAINT. 264.00 4500012145 384.20 4500012145 1 11/12/2019 100646 W.W. GRAINGER INC. TRAN CAR EQUIP-MECH 384.20 4500012147 335.76 4500012147 1 11/12/2019 100445 T. FRANK MCCALL'S, INC. 1ST AID & SAFETY EQP 335.76 4500012149 149.45 4500012149 1 11/12/2019 100428 THORNTON ENTERPRISES INC FUEL/OIL/GREASE 149.45 4500012153 165.00 4500012153 1 11/13/2019 100190 GIAMBRI'S CANDY AD/PROMO ITEMS 165.00 4500012154 22,386.00 4500012154 1 11/13/2019 101003 MIDWEST INDUSTRIAL SUPPLY, INC. CHEM/SOLV-COMMERCIAL 22,386.00 4500012157 4,267.00 4500012157 1 11/13/2019 100877 FAST ACCESS SECURITY CORPORATION FARE COLLECTION EQP 2,835.00 4500012157 2 11/13/2019 100877 FAST ACCESS SECURITY CORPORATION FARE COLLECTION EQP 1,432.00 4500012159 6,442.01 4500012159 1 11/13/2019 100056 D.R. SCOTT, INC. DBA SALT-SODIUM CHLORIDE 6,442.01 4500012161 1,000.00 4500012161 1 11/14/2019 100397 RIGGINS INC TEST/CALIBR SRVS 1,000.00 4500012164 105.00 4500012164 1 11/14/2019 101564 GALLS CLOTHING UNIFORM 105.00 4500012165 308.96 4500012165 1 11/14/2019 100312 NELCO PRODUCTS INC. TRK&RHT OF WAY MAINT 308.96 4500012166 2,361.30 4500012166 1 11/14/2019 102579 ORGO-THERMIT, INC. MAIN/REPAIR-RAILROAD 724.10 4500012166 2 11/14/2019 102579 ORGO-THERMIT, INC. MAIN/REPAIR-RAILROAD 724.10 4500012166 3 11/14/2019 102579 ORGO-THERMIT, INC. MAIN/REPAIR-RAILROAD 724.10 4500012166 4 11/14/2019 102579 ORGO-THERMIT, INC. MAIN/REPAIR-RAILROAD 189.00 4500012169 224.00 4500012169 1 11/15/2019 102375 ANA SOURCING LLC CLOTHING UNIFORM 56.00 4500012169 2 11/15/2019 102375 ANA SOURCING LLC CLOTHING UNIFORM 56.00 4500012169 3 11/15/2019 102375 ANA SOURCING LLC CLOTHING UNIFORM 56.00 4500012169 4 11/15/2019 102375 ANA SOURCING LLC CLOTHING UNIFORM 56.00 4500012170 1,013.45 4500012170 1 11/15/2019 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 90.05 4500012170 2 11/15/2019 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 664.80 4500012170 3 11/15/2019 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 86.20 4500012170 4 11/15/2019 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 86.20 4500012170 5 11/15/2019 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 86.20 4500012171 393.12 PATCO Monthly List of Previously Approved Purchase Order Contracts - November 2019

4500012171 1 11/15/2019 100501 W.B. MASON CO. INC COOLERS/BTL WATER 393.12 4500012173 80.23 4500012173 1 11/15/2019 100449 TEAM ONE REPAIR, INC. FARE COLLECTION EQP 80.23 4500012175 395.10 4500012175 1 11/15/2019 100231 INDCO INC JANITORIAL SUPPLIES 109.20 4500012175 2 11/15/2019 100231 INDCO INC JANITORIAL SUPPLIES 249.90 4500012175 3 11/15/2019 100231 INDCO INC TRANS CAR EQUIP-ELEC 36.00 4500012176 171.77 4500012176 1 11/15/2019 100620 BILLOWS ELEC SUPPLY CO INC ELEC EQP/SUPP-NO CBL 165.75 4500012176 2 11/15/2019 100620 BILLOWS ELEC SUPPLY CO INC ELEC EQP/SUPP-NO CBL 6.02 4500012180 506.70 4500012180 1 11/15/2019 100103 CL PRESSER CO HAND TOOLS 506.70 4500012183 453.86 4500012183 1 11/15/2019 101191 TRISTATE INDUSTRIAL DISTRIBUTORS OF HAND TOOLS 8.20 4500012183 2 11/15/2019 101191 TRISTATE INDUSTRIAL DISTRIBUTORS OF FASTENERS 46.50 4500012183 3 11/15/2019 101191 TRISTATE INDUSTRIAL DISTRIBUTORS OF HAND TOOLS 19.96 4500012183 4 11/15/2019 101191 TRISTATE INDUSTRIAL DISTRIBUTORS OF HAND TOOLS 69.60 4500012183 5 11/15/2019 101191 TRISTATE INDUSTRIAL DISTRIBUTORS OF HAND TOOLS 40.80 4500012183 6 11/15/2019 101191 TRISTATE INDUSTRIAL DISTRIBUTORS OF HAND TOOLS 20.40 4500012183 7 11/15/2019 101191 TRISTATE INDUSTRIAL DISTRIBUTORS OF ELEC EQP/SUPP-NO CBL 195.00 4500012183 8 11/15/2019 101191 TRISTATE INDUSTRIAL DISTRIBUTORS OF FUEL/OIL/GREASE 53.40 4500012185 1,335.00 4500012185 1 11/18/2019 100065 BERBEN INSIGNIA CO POLICE EQP AND SUPP 1,335.00 4500012186 2,510.00 4500012186 1 11/18/2019 102126 READING CRANE MAT HANDLING & STORG 2,510.00 4500012187 195.60 4500012187 1 11/18/2019 100129 DEBI DETWILER ASSOCIATES LLC CLOTHING UNIFORM 195.60 4500012199 721.00 4500012199 1 11/18/2019 100735 ARBILL INDUSTRIES INC 1ST AID & SAFETY EQP 219.40 4500012199 2 11/18/2019 100735 ARBILL INDUSTRIES INC 1ST AID & SAFETY EQP 108.00 4500012199 3 11/18/2019 100735 ARBILL INDUSTRIES INC 1ST AID & SAFETY EQP 142.80 4500012199 4 11/18/2019 100735 ARBILL INDUSTRIES INC 1ST AID & SAFETY EQP 108.00 4500012199 5 11/18/2019 100735 ARBILL INDUSTRIES INC 1ST AID & SAFETY EQP 142.80 4500012200 283.00 4500012200 1 11/19/2019 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 129.00 4500012200 2 11/19/2019 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 154.00 4500012201 352.88 4500012201 1 11/19/2019 100436 STAUFFER GLOVE & SAFETY 1ST AID & SAFETY EQP 185.60 4500012201 2 11/19/2019 100436 STAUFFER GLOVE & SAFETY 1ST AID & SAFETY EQP 167.28 4500012203 2,587.38 4500012203 1 11/19/2019 100511 WESTCODE INC. TRAN CAR EQUIP-MECH 160.00 4500012203 2 11/19/2019 100511 WESTCODE INC. TRAN CAR EQUIP-MECH 34.00 4500012203 3 11/19/2019 100511 WESTCODE INC. TRAN CAR EQUIP-MECH 23.80 4500012203 4 11/19/2019 100511 WESTCODE INC. TRAN CAR EQUIP-MECH 457.50 4500012203 5 11/19/2019 100511 WESTCODE INC. TRAN CAR EQUIP-MECH 403.70 4500012203 6 11/19/2019 100511 WESTCODE INC. TRAN CAR EQUIP-MECH 1,404.70 4500012203 7 11/19/2019 100511 WESTCODE INC. TRAN CAR EQUIP-MECH 103.68 4500012204 14,175.25 4500012204 1 11/20/2019 101233 WABTEC TRAN CAR EQUIP-MECH 737.50 4500012204 2 11/20/2019 101233 WABTEC TRAN CAR EQUIP-MECH 664.00 4500012204 3 11/20/2019 101233 WABTEC TRAN CAR EQUIP-MECH 456.25 4500012204 4 11/20/2019 101233 WABTEC TRAN CAR EQUIP-MECH 8,437.50 4500012204 5 11/20/2019 101233 WABTEC TRAN CAR EQUIP-MECH 3,880.00 4500012205 55.80 4500012205 1 11/20/2019 101195 ULINE, INC HAND TOOLS 55.80 4500012206 335.00 4500012206 1 11/20/2019 100699 A&A SALES ASSOCIATES, LLC CLOTHING UNIFORM 87.00 4500012206 2 11/20/2019 100699 A&A SALES ASSOCIATES, LLC CLOTHING UNIFORM 122.00 4500012206 3 11/20/2019 100699 A&A SALES ASSOCIATES, LLC CLOTHING UNIFORM 126.00 4500012207 2,160.00 4500012207 1 11/20/2019 100116 CONTEMPORARY MACHINERY & HAND TOOLS 2,160.00 4500012208 1,311.89 4500012208 1 11/20/2019 101673 HOUGEN MFG TRK&RHT OF WAY MAINT 144.50 4500012208 2 11/20/2019 101673 HOUGEN MFG TRK&RHT OF WAY MAINT 144.50 4500012208 3 11/20/2019 101673 HOUGEN MFG TRK&RHT OF WAY MAINT 72.25 4500012208 4 11/20/2019 101673 HOUGEN MFG TRK&RHT OF WAY MAINT 673.20 4500012208 5 11/20/2019 101673 HOUGEN MFG TRK&RHT OF WAY MAINT 132.94 4500012208 6 11/20/2019 101673 HOUGEN MFG TRK&RHT OF WAY MAINT 144.50 4500012209 236.16 4500012209 1 11/20/2019 100436 STAUFFER GLOVE & SAFETY 1ST AID & SAFETY EQP 236.16 4500012210 218.00 4500012210 1 11/20/2019 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 132.00 PATCO Monthly List of Previously Approved Purchase Order Contracts - November 2019

4500012210 2 11/20/2019 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 86.00 4500012211 2,431.55 4500012211 1 11/20/2019 100304 NALCO COMPANY AUTO MAINT/RPR PRTS 1,425.57 4500012211 2 11/20/2019 100304 NALCO COMPANY AUTO MAINT/RPR PRTS 942.48 4500012211 3 11/20/2019 100304 NALCO COMPANY AUTO MAINT/RPR PRTS 46.00 4500012211 4 11/20/2019 100304 NALCO COMPANY AUTO MAINT/RPR PRTS 17.50 4500012212 346.00 4500012212 1 11/20/2019 101195 ULINE, INC OFFICE SUPPLIES 300.00 4500012212 2 11/20/2019 101195 ULINE, INC OFFICE SUPPLIES 24.00 4500012212 3 11/20/2019 101195 ULINE, INC OFFICE SUPPLIES 22.00 4500012215 346.00 4500012215 1 11/21/2019 100231 INDCO INC JANITORIAL SUPPLIES 251.50 4500012215 2 11/21/2019 100231 INDCO INC JANITORIAL SUPPLIES 22.50 4500012215 3 11/21/2019 100231 INDCO INC BLDGS/GRNDS- MAINT. 72.00 4500012216 342.00 4500012216 1 11/25/2019 100771 BROAD ALLIANCE TRANSPORT SUPPLY, LL TRAN CAR EQUIP-MECH 342.00 4500012217 33.96 4500012217 1 11/25/2019 100646 W.W. GRAINGER INC. 1ST AID & SAFETY EQP 33.96 4500012218 129.60 4500012218 1 11/25/2019 101067 TINA A LISTON-HORNER ELEC EQP/SUPP-NO CBL 129.60 4500012219 138.86 4500012219 1 11/25/2019 100204 HANGSTERFER'S LABORATORIES, INC. FUEL/OIL/GREASE 138.86 4500012220 80.25 4500012220 1 11/25/2019 100735 ARBILL INDUSTRIES INC 1ST AID & SAFETY EQP 80.25 4500012221 12,559.30 4500012221 1 11/25/2019 101744 GLOBAL EQUIPMENT CO, INC BARREL/DRUM/CONTAIN. 9,774.10 4500012221 2 11/25/2019 101744 GLOBAL EQUIPMENT CO, INC BARREL/DRUM/CONTAIN. 2,785.20 4500012222 96.72 4500012222 1 11/25/2019 100428 THORNTON ENTERPRISES INC WELDING EQP & SUPP 96.72 4500012224 367.50 4500012224 1 11/25/2019 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 367.50 4500012226 22,989.00 4500012226 1 11/25/2019 100345 PENN MACHINE COMPANY LLC TRAN CAR EQUIP-MECH 22,989.00 4500012230 9,563.60 4500012230 1 11/26/2019 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 1,501.00 4500012230 2 11/26/2019 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 7,231.90 4500012230 3 11/26/2019 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 830.70 4500012231 65.00 4500012231 1 11/26/2019 100342 PENDERGAST SAFETY EQUIPMENT CO WELDING EQP & SUPP 65.00 4500012233 134.75 4500012233 1 11/26/2019 102375 ANA SOURCING LLC CLOTHING UNIFORM 134.75 4500012234 2,625.00 4500012234 1 11/26/2019 100379 QUIKSTITCH EMBROIDERY CLOTHING UNIFORM 1,625.00 4500012234 2 11/26/2019 100379 QUIKSTITCH EMBROIDERY CLOTHING UNIFORM 1,000.00 4500012237 2,699.90 4500012237 1 11/27/2019 101581 UNIFIED DOOR & HARDWARE GROUP LLC LOCKS/LOCKSMITH SRVS 2,699.90 4500012238 139.99 4500012238 1 11/29/2019 100664 SAF-GARD SAFETY SHOE COMPANY OFFICE SUPPLIES 139.99 4500012239 169.20 4500012239 1 11/29/2019 102375 ANA SOURCING LLC OFFICE SUPPLIES 49.50 4500012239 2 11/29/2019 102375 ANA SOURCING LLC OFFICE SUPPLIES 119.70 4500012240 622.50 4500012240 1 11/29/2019 102413 HUMANE RESTRAINT CO., INC. POLICE EQP AND SUPP 600.00 4500012240 2 11/29/2019 102413 HUMANE RESTRAINT CO., INC. POLICE EQP AND SUPP 22.50 4500012241 176.12 4500012241 1 11/29/2019 102512 VAL-U NAPA AUTO PARTS CHEM/SOLV-COMMERCIAL 176.12 4500012242 690.12 4500012242 1 11/29/2019 100919 HOMELAND INDUSTRIAL SUPPLY JANITORIAL SUPPLIES 690.12 4500012243 151.68 4500012243 1 11/29/2019 100103 CL PRESSER CO JANITORIAL SUPPLIES 151.68 4500012244 244.00 4500012244 1 11/29/2019 101000 METRO HYDRAULIC JACK CO. FUEL/OIL/GREASE 244.00 4500012246 990.32 4500012246 1 11/29/2019 101189 TRI-DIM FILTER CORPORATION ELEC&SIG PARTS/MAINT 506.16 4500012246 2 11/29/2019 101189 TRI-DIM FILTER CORPORATION ELEC&SIG PARTS/MAINT 484.16 4500012247 744.00 4500012247 1 11/29/2019 100525 Y-PERS, INC. ELEC EQP/SUPP-NO CBL 744.00 4500012248 558.60 4500012248 1 11/29/2019 101191 TRISTATE INDUSTRIAL DISTRIBUTORS OF JANITORIAL SUPPLIES 499.20 4500012248 2 11/29/2019 101191 TRISTATE INDUSTRIAL DISTRIBUTORS OF WELDING EQP & SUPP 59.40

BALANCE SHEET

PORT AUTHORITY TRANSIT CORPORATION

BALANCE SHEET September 30, 2019

ASSETS December 31, 2018 September 30, 2019

Cash (Includes $107,197 in Station Escrow Funds) 1,644,814 831,512 Investments (Note 1) 2,731,335 2,777,524 Accounts Receivable 2,810,499 4,772,116 Inventory at lower of cost (first-in, first-out) or market 5,790,813 6,222,631 Prepaid Expenses 1,204,809 429,537 14,182,270 15,033,320

LIABILITIES AND EQUITY Liabilities: Accounts Payable: Trade 3,024,279 3,444,317 Delaware River Port Authority (Note 2) 275,340,000 279,931,499 Accrued Liabilities: Reserve for Other Post Employment Benefits (Note 4) 24,328,633 24,328,633 Deferred Revenue (Note 5) 5,567,696 5,947,979 Wages 1,260,577 651,053 Pension and Other 743,865 753,794 Sick Leave Benefits 281,124 260,174 Reserve for Unused Vacation 487,388 487,388 Reserve for contingent liabilities (Note 3) 2,417,156 3,124,705 313,450,718 318,929,542

Equity: Advances from Delaware River Port Authority 482,486,463 502,977,347 Deficit (781,754,912) (806,873,569)

14,182,270 15,033,320 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

September 30, 2019 September 30, 2019 Operating Revenues: Passenger fares 20,205,758 2,270,859 Passenger parking 694,285 80,469 Passenger - other 122,106 11,593 Advertising 445,143 28,418 Telecommunications Rental Income 255,235 94,144 Miscellaneous 58,998 32,649 Interest Income From Investments 46,189 5,618 $21,827,714 $2,523,751

Operating Expenses: Maintenance of Way and Power 9,854,650 1,011,635 Maintenance of Equipment 5,662,914 595,855 Purchased Power 3,350,299 423,321 Transportation 15,038,628 1,645,315 General Insurance 1,281,769 354,381 Superintendence and General Office 7,166,612 674,670 42,354,872 4,705,177 Rent of Rapid Transit System Facilities (Note 2) 4,591,499 510,167 Other Post Employment Benefits Accrual (Note 4) - - $46,946,371 $5,215,344

Net Income (loss) ( $ 25,118,657) ( $ 2,691,593)

Deficit, December 31, 2018 ($ 781,754,912)

Deficit, September 30, 2019 ($ 806,873,569)

See Notes To Financial Statements PORT AUTHORITY TRANSIT CORPORATION (A Wholly Owned Subsidiary of the Delaware River Port Authority) September 30, 2019

NOTES TO FINANCIAL STATEMENTS

1. Investments:

The Corporation has set aside $2,731,335 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 $279,931,499 from January 1, 1974 through September 30, 2019 have not been made to the Authority.

3. Reserves for Contingent Liabilities:

Pursuant to a policy of self-insurance, the Corporation has reserved $ 733,300 for Comprehensive General Liability and $2,391,405 for Workers' Compensation.

4. Other Post-Employment Benefits:

The Government Accounting Standards Board (GASB) has issued Statement No. 45, “Accounting and Financial Reporting by Employers for Post-Employment Benefits Other than Pensions (OPEB),” which addresses the accountability and disclosure of the costs and obligations, that are associated with post- employment health care and other non-pension benefits to current and future retirees, by governmental entities. Pursuant to this requirement, the Corporation adopted its reporting requirements during the 2007 fiscal year. The OPEB accrual, in recognition of the costs and obligations associated with post-employment health care, represents an actuarial determined amount upon an unfunded assumption under a 30-year amortization period at a discount rate of 5%.

5. Deferred Revenue:

Deferred revenue consists of the prepayment of fares related to the unearned values on passengers’ smart cards for unused trips.

OPERATIONS & MAINTENANCE COMMITTEE

Refer to Operations and Maintenance Minutes in the DRPA Board Packet

SUMMARY STATEMENT

ITEM NO.: PATCO-19-030

SUBJECT: Promotion of PATCO to Students in 2020

COMMITTEE: Operations & Maintenance

COMMITTEE MEETING DATE: November 26, 2019

BOARD ACTION DATE: December 11, 2019

PROPOSAL: That the Board authorizes staff to promote PATCO ridership through special programs for students in 2020.

Amount: For School Field Trips: Annual estimated value of free rides = $2,500

For FREEDOM Card Discount: Annual estimated 300 cards x $5/card = $1,500

Total Cost of Special Student Programs: $4,000

PURPOSE: To promote future ridership by familiarizing students with PATCO.

BACKGROUND: PATCO’s basic fare structure offers no student or group discounts. To familiarize the young people of a primarily car culture region with public transit and to make school field trips affordable, PATCO has in the past allowed school groups to travel at half fare. School groups have purchased a one-ride ticket for each student and chaperone participating in a field trip. Staff accompanied the group on their initial trip, using this opportunity to convey essential safety tips and the advantages of public transit. The school group then has used its tickets for its return ride. With the limited budgets that schools have for activities such as field trips, the half fare encourages them to use PATCO, thereby introducing students to the benefits of public transportation. We have hosted such field trips and provided tickets as follows:

Dollar value of Year # of Field Trips Discount 2013 11 $1,500 2014 10 $1,000 2015 17 $1,430 2016 11 $1,300 2017 16 $1,957 2018 15 $1,150 Through 11/8/2019 20 $2,383 Projected to total $2,500 by year end In 2013 PATCO expanded this initiative by offering an incentive to students to become regular riders. Typically, a customer purchases a FREEDOM card from the vending machine for $5 and preloads at least $20 value onto the card. To encourage students to commute on the train, PATCO made the FREEDOM card available to students who register at the FREEDOM Card Service Center, waiving the $5 fee for the card itself. (Students would pay the regular fare for each trip.) The $5 saving for the card itself has been promoted on PATCO’s website; the “coupon” is also available to local colleges and universities to post on their websites, and PATCO has provided cards to students who register at various campus events. Through this student FREEDOM card discount initiative, we distributed the following number of cards to new customers:

Year # of Student FREEDOM Cards 2013 171 2014 168 2015 191 2016 197 2017 265 2018 379 Through 11/8/2019 210

The cost to PATCO for this program in 2020 is estimated at $1,500 (300 students x $5 per FREEDOM card). The benefit to PATCO is the fares paid not only as the student is commuting to school but also over his/her lifetime.

These initiatives to promote PATCO to students had been approved by the Board for calendar year 2019 via PATCO-18-040.

It is recommended that the Board authorize PATCO to continue its promotion of public transit through school discounts in 2020.

SUMMARY: Amount: $4,000 Source of Funds: Operating Budget Capital Project #: N/A Operating Budget: General Fund Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A PATCO-19-030 Operations & Maintenance: November 26, 2019 Board Date: December 11, 2019 Promotion of PATCO to Students in 2020

RESOLUTION

RESOLVED: That the Board authorizes PATCO to promote use of public transit by students throughout 2020.

SUMMARY: Amount: $4,000 Source of Funds: Operating Budget Capital Project #: N/A Operating Budget: General Fund Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A SUMMARY STATEMENT

ITEM NO.: PATCO-19-031

SUBJECT: PATCO Marketing through Promotional Efforts with Local Organizations and Venues in 2020

COMMITTEE: Operations & Maintenance

COMMITTEE MEETING DATE: November 26, 2019

BOARD ACTION DATE: December 11, 2019

PROPOSAL: That the Board authorizes staff to promote PATCO ridership through co-promotions and marketing with various community organizations and venues through use of DRPA/PATCO facilities in 2020.

PURPOSE: To maximize opportunities for co-promotions with local community organizations and venues in support of their events and to increase ridership on PATCO.

BACKGROUND: Co-promoting and marketing local events and venues is a low cost marketing tool and encourages passengers to ride the train to access these events.

Promotion of Community Events PATCO would promote community events through social media, non- print messaging in stations, and seat dropping flyers on trains. Such efforts encourage off-peak ridership on PATCO and draw attendees to various community events including Collingswood’s May Fair, Haddonfield’s Arts and Crafts Festival and many others. It is to our mutual benefit to promote ridership on PATCO to and from such events, which are typically held on weekends.

The cost to PATCO per event would be minimal, involving distribution of event-organizer’s flyers and preparation of messaging on social media and LED and/or LCD signage. PATCO’s promotion of such community events would be contingent upon PATCO approval of the messaging on the flyers and on such events being located in areas accessible by riding PATCO.

PATCO participation in community events gives PATCO the opportunity to speak with many potential and current riders and build good will with the community. Access to PATCO Stations PATCO would co-promote with local colleges/universities, theaters, concert venues, museums, and community events. PATCO would allow employees and/or mascot(s) to utilize our stations to distribute flyers/pamphlets to attend local events. Specific language and details promoting the use of PATCO to get to the event would be provided by the venue as a condition of approval to use DRPA/PATCO facilities. Joining forces with other venues for co-promotions is a particularly efficient way to promote ridership on PATCO.

Organizations would be vetted and approved by Community Relations and Executive Staff. In each case, an appropriate Right of Entry Agreement including proof of insurance coverage and indemnification of the Authority will be required.

It is recommended that the Board authorize PATCO to support such initiatives for the 2020 calendar year as described above.

SUMMARY: Amount: $0 Source of Funds: N/A Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A PATCO-19-031 Operations & Maintenance: November 26, 2019 Board Date: December 11, 2019 PATCO Marketing through Promotional Efforts with Local Organizations and Venues in 2020

RESOLUTION

RESOLVED: That the Board authorizes PATCO to promote ridership through co- marketing and promotion with local community groups and venues in 2020.

SUMMARY: Amount: $0 Source of Funds: N/A Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A SUMMARY STATEMENT

ITEM NO.: PATCO-19-032

SUBJECT: Industry, Historical and Technical Societies and Schools Touring PATCO Facilities in 2020

COMMITTEE: Operations & Maintenance

COMMITTEE MEETING DATE: November 26, 2019

BOARD ACTION DATE: December 11, 2019

PROPOSAL: That the Board authorizes staff to allow tours of PATCO facilities to Industry, Peer Groups, Historical and Technical Societies, and Schools in 2020.

PURPOSE: To promote the exchange of information about Transit Car Technology and Maintenance and Repair activities.

BACKGROUND: Tours of PATCO facilities may be requested by Industry organizations, such as the New York Regional Railcar Consortium (a group of Maintenance and Purchasing professionals employed by various Transit Agencies) and Women in Transportation Seminar; by Technical societies, such as the Institute of Electrical and Electronic Engineers, the American Society of Mechanical Engineers, and the Electric Railroaders’ Association; and Historical Societies, such as the National Railway Historical Society. These tours serve to exchange information within the transit industry or as a good will gesture to the Educational and Historical society communities. Staff support is required to procure appropriate indemnity assurance and provide the tour guide services.

Some small school groups have also taken a tour of PATCO facilities. Such cases are limited to small groups of older students who can be safely accommodated. Staff support is required to procure appropriate indemnity assurance and to speak with students on-site.

The 2019 initiative had been approved by the Board via PATCO-18-039.

It is recommended that the Board authorize PATCO to provide these tours in 2020 on an as-requested basis when convenient and safe for staff to provide.

SUMMARY: Amount: $0 Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A PATCO-19-032 Operations & Maintenance: November 26, 2019 Board Date: December 11, 2019 Industry, Historical and Technical Societies and Schools Touring PATCO Facilities in 2020

RESOLUTION

RESOLVED: That the Board authorizes PATCO to continue to promote the exchange of information about transit car technology through provision of tours of facilities to interested groups in 2020.

SUMMARY: Amount: $0 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

FINANCE COMMITTEE

Refer to Finance Minutes in the DRPA Board Packet

SUMMARY STATEMENT

ITEM NO.: PATCO-19-033

SUBJECT: PATCO 2020 Operating Budget

COMMITTEE: Finance Committee

COMMITTEE MEETING DATE: November 27, 2019

BOARD ACTION DATE: December 11, 2019

PROPOSAL: Approval of the proposed 2020 Port Authority Transit Corporation (PATCO) Operating Budget.

PURPOSE: Approval of the 2020 PATCO Operating Budget provides the financial framework for PATCO operations in FY 2020 and enables the administrative powers of the President to deal with routine and required day to day operating expenditures as provided in Article XII of the PATCO Bylaws.

BACKGROUND: The 2020 Operating Budget was developed to fund the normal operation and maintenance activities of the transit system. The proposed 2020 Operating Budget was developed as a result of departmental submissions and input from Directors and staff, refined through a formal review process led by the President and a budget review committee. The proposed $60,521,053 Operating Budget represents an expense increase of $1,560,947 or 2.65% in comparison to the approved 2019 Operating Budget.

PATCO’s proposed 2020 operating budget reflects an estimated $790,828 increase in PATCO’s operating loss vs. the 2019 approved budget. The budgeted operating loss increases from $31.5 million to $32.3 million, or an increase of 2.51% vs. the prior year’s budget.

Key elements of the Budget are summarized as follows:

Revenue and Ridership- The estimated ridership for 2020 is projected to be 10.8 million passengers. The estimated $26,342,154 of revenue derived from passenger fares amounts to 93.2% of the estimated total 2020 revenue of $28,254,705. The $1,912,551 balance of the estimated total 2020 revenue is derived from parking fees, advertising income, interest income, leases and other miscellaneous sources.

The estimated revenue for 2020 is $770,119 more than the 2019 budgeted revenue of $27,484,586, an increase of 2.80%. The increase is primarily a result of a budgeted 300,000 additional passengers, based on existing positive growth trends in 2019 ridership. Expenses - The proposed $60,521,053 Operating Budget for 2020 is itemized as follows:

Expense Category % of Total Labor 44.5 Employee Service Expense (Benefits) 27.0 Electrical Power (High Tension Service) 7.2 Contractual Services 5.4 Material 3.7 Repairs and Maintenance 2.8 Professional Services 2.8 Insurance Expense 2.0 Miscellaneous, All Other 4.8 TOTAL 100.00%

The Operating Budget is largely driven by the first five (5) items above. Labor, Employee Service Expenses, Electrical Power, Contract Services and Materials collectively account for 87.7% of the Total Operating Budget.

Labor costs and its growth are controlled by the actual size of the work force, known or anticipated changes in wage and salary rates, overtime, and the amount of capital labor in support of capital improvement projects by the DRPA and transit construction/maintenance projects funded by the Federal Transit Administration. Capital labor related to the DRPA capital improvement projects is included in the DRPA Capital budget.

The 2020 proposed Budget includes 342 Full Time Equivalents (FTEs) of operating and capitalized labor excluding DRPA Public Safety FTEs who are allocated to PATCO’s Operations and excluding Summer and Temporary employees.

Staff recommends adoption of the proposed 2020 Operating Budget.

SUMMARY: Amount: $60,521,053 Source of Funds: 2020 Operating Revenues Other Fund Sources: General Fund Capital Project #: N/A Operating Budget: 2020 Master Plan Status: N/A Duration of Contract: N/A Other Parties Involved N/A PATCO-19-033 Finance Committee: November 27, 2019 PATCO Board: December 11, 2019 2020 PATCO Operating Budget

RESOLUTION

RESOLVED: That the 2020 PATCO Operating Budget in the amount of $60,521,053 is hereby approved; and be it

FURTHER RESOLVED: That PATCO shall not expend funds in excess of the total authorized 2020 Operating Budget, in the amount of $60,521,053 unless such Budget shall be amended by Resolution of the Board of Commissioners to increase said authorization. (Staff is authorized to adjust or reallocate budgeted funds, within the total approved 2020 budget, to other operating expense line items, if necessary, using the Operating Change order process.)

SUMMARY: Amount: $60,521,053 Source of Funds: 2020 Operating Revenues Other Fund Sources: General Fund Capital Project #: N/A Operating Budget: 2020 Master Plan Status: N/A Duration of Contract: N/A Other Parties Involved N/A PORT AUTHORITY TRANSIT CORPORATION 2020 Operating Budget

2019 REVENUE 2020 REVENUE VARIANCE INCOME BUDGET BUDGET Amount % Gross Passenger Revenue $25,525,500 $26,242,194 716,694 2.81% Smart Card Sales 99,960 99,960 0 0.00% Less: Transfer Costs 0 0 0 #DIV/0! Net Passenger Revenue $25,625,460 $26,342,154 $716,694 2.80%

Advertising 650,000 650,000 0 0.00% Parking 887,700 900,000 12,300 1.39% Leases 284,425 325,550 41,125 14.46% Interest 18,301 18,301 0 0.00% Miscellaneous 18,700 18,700 0 0.00%

TOTAL INCOME $27,484,586 $28,254,705 $770,119 2.80%

2019 EXPENSE 2020 EXPENSE VARIANCE OPERATING EXPENSES BUDGET BUDGET Amount % Payroll Regular $23,553,969 $24,125,658 $571,689 2.43% Overtime Labor & Premium 2,532,654 2,785,337 $252,683 9.98% Employee Service Expense 15,898,510 16,331,676 $433,166 2.72% Operating Payroll & Employee Service Expense $41,985,133 $43,242,671 $1,257,538 3.00% Other Expenses Direct Material 2,209,111 2,212,727 3,616 0.16% Equipment and Tools 271,768 273,893 2,125 0.78% Contractual Serv. 2,991,016 3,260,733 269,717 9.02% Office/Postage/Printing 107,110 90,611 (16,499) -15.40% Rentals 17,273 23,165 5,892 34.11% Repairs and Maintenance 1,357,655 1,688,212 330,557 24.35% Employee - Travel 24,896 25,836 940 3.78% Membership and Subscriptions 59,509 60,884 1,375 2.31% Employee Exp - Training 205,150 176,050 (29,100) -14.18% Utilities/Telephone 703,783 657,393 (46,390) -6.59% Professional Serv. 1,824,480 1,694,687 (129,793) -7.11% Advertising & Marketing 174,582 72,665 (101,917) -58.38% Uniforms-Purch.& Rent. 432,250 346,453 (85,797) -19.85% Automotive Repairs 248,220 214,801 (33,419) -13.46% Data Processing 193,604 184,687 (8,917) -4.61% Purchased Power 4,274,443 4,359,932 85,489 2.00% Insurance 1,130,123 1,185,653 55,530 4.91% Reserve for Self Insurance 750,000 750,000 0 0.00%

Total Other Expenses $16,974,973 $17,278,382 $303,409 1.79%

Total Operating Expenses $58,960,106 $60,521,053 $1,560,947 2.65%

OPERATING LOSS ($31,475,520) ($32,266,348) ($790,828) 2.51%

PASSENGERS 10,500,000 10,800,000 300,000 2.86%

NEW BUSINESS

SUMMARY STATEMENT

ITEM NO.: PATCO-19-034

SUBJECT: Consideration of Pending PATCO Contracts (Between $25,000 and $100,000)

COMMITTEE: NewBusiness

COMMITTEEMEETINGDATE: N/A

BOARD ACTION DATE: December 11, 2019

PROPOSAL: That the Board consider authorizing staff to enter into contracts as shown on the Attachment to this Resolution.

PURPOSE: To permit staff to continue and maintain PATCO operations in a safe and orderly manner.

BACKGROUND: At the Meeting held August 18, 2010 the PATCO Commission adopted Resolution 10-046 providing that all PATCO contracts must be adopted at an open meeting of the PATCO Board. The Board proposed modifications to that Resolution at its meeting of September 15, 2010; specifically that all contracts between $25,000 and $100,000 be brought to the Board for approval. The contracts are listed on the Attachment hereto with the understanding that the Board may be willing to consider all of these contracts at one time, but if any member of the Board wishes to remove any one or more items from the list for separate consideration, each member will have that privilege.

SUMMARY: Amount: N/A Source of Funds: See Attached List Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A PATCO-19-034 New Business: December 11, 2019 Board Date: December 11, 2019 Consideration of Pending PATCO Contracts (Between $25,000 and $100,000)

RESOLUTION

RESOLVED: That the Board authorizes and directs that - subject to approval by the Chair, Vice Chair, General Counsel and President - staff proceed to negotiate and enter into the contracts listed on the Attachment hereto.

SUMMARY: Amount: N/A Source of Funds: See Attached List Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A CONSIDERATION OF PENDING PATCO CONTRACTS (VALUED BETWEEN $25,000 - $100,000) – Wednesday, December 11, 2019

Item# Vendor/Contractor Description Amount ProcurementMethod BidsReceived BidAmounts SourceofFunds Horne Products Purchase rolling stock $85,000.00 (N.T.E.) Sole Source Provider, see 1. Horne Products $85,000.00 (N.T.E.) General Funds E. Farmingdale, NY inventory of third rail attached Sole Source Justification E. Farmingdale, NY fuses and fuse boxes Memo marked as "Exhibit 1" and associated 1 hardware for PATCO Operations.

Railroad Friction Products Purchase rolling stock $80,000.00 (N.T.E.) Sole Source Provider, see 1. Railroad Friction Products $80,000.00 (N.T.E.) General Funds Laurinburg, NC inventory of friction attached Sole Source Justification Laurinburg, NC brake shoes for PATCO Memo marked as "Exhibit 2" 2 Operations.

Hoppecke Batteries, Inc. Purchase rolling stock $75,000.00 Sole Source Provider, see 1. Hoppecke Batteries, Inc. $75,000.00 (N.T.E.) General Funds Hainesport, NY inventory of NiCad (N.T.E.) attached Sole Source Justification Hainesport, NY batteries for refurbished Memo marked as "Exhibit 3" 3 cars for PATCO Operations.

UKM Transit Products, Inc. Purchase rolling stock $75,000.00 (N.T.E.) Sole Source Provider, see 1. UKM Transit Products, Inc. $75,000.00 (N.T.E.) General Funds Harleysville, Pa inventory of numerous attached Sole Source Justification Harleysville, Pa consumable parts for Memo marked as "Exhibit 4" 4 refurbished cars for PATCO Operations.

Kustom Seating Purchase rolling stock $75,000 (N.T.E.) Sole Source Provider, see 1. Kustom Seating $75,000 (N.T.E.) General Funds Bellwood, IL inventory of passenger attached Sole Source Justification Bellwood, IL 5 seating for the Memo marked as "Exhibit 5" refurbished train cars. CONSIDERATION OF PENDING PATCO CONTRACTS (VALUED BETWEEN $25,000 - $100,000) – Wednesday, December 11, 2019

Item# Vendor/Contractor Description Amount ProcurementMethod BidsReceived BidAmounts SourceofFunds ITT Enidine, Inc. Purchase rolling stock $50,000 (N.T.E.) Sole Source Provider, see 1. ITT Enidine, Inc. $50,000 (N.T.E.) General Funds Orchard Park, NY inventory of dampers for attached Sole Source Justification Orchard Park, NY transit car trucks for Memo marked as "Exhibit 6" 6 PATCO Operations.

Westcode, Inc. Purchase rolling stock $50,000 (N.T.E.) Sole Source Provider, see 1. Westcode, Inc. $50,000 (N.T.E.) General Funds Binghampton, NY inventory of HVAC and attached Sole Source Justification Binghampton, NY Pneumatic system Memo marked as "Exhibit 7" components for 7 refurbished cars for PATCO Operations.

Bombardier Mass Transit Purchase rolling stock $35,000.00 (N.T.E.) Sole Source Provider, see 1. Bombardier Mass Transit $35,000.00 (N.T.E.) General Funds Plattsburgh, NY inventory of suspension attached Sole Source Justification Plattsburgh, NY system components for Memo marked as "Exhibit 8" 8 PATCO Operations.

Penetone Corporation Purchase rolling stock $26,000.00 (N.T.E.) Sole Source Provider, see 1. Penetone Corporation $26,000.00 (N.T.E.) General Funds Carlstadt, NJ inventory of chemicals attached Sole Source Justification Carlstadt, NJ used to clean exterior of Memo marked as "Exhibit 9" rail cars and neutralize 9 waste water for PATCO operations. CONSIDERATION OF PENDING PATCO CONTRACTS (VALUED BETWEEN $25,000 - $100,000) – Wednesday, December 11, 2019

Item# Vendor/Contractor Description Amount ProcurementMethod BidsReceived BidAmounts SourceofFunds Transportation Resource Contract Extension to $99,999.00 Request for Proposal was issued Associates, Inc. (TRA) provide General and publicly advertised on May 5, Philadelphia, PA Consulting Services in 2015. Four (4) consultants the areas of Transit responded with Proposals and TRA Safety and Transit and STV, Inc. were deemed the Revenue Funds Security. most qualified (SS&R # PATCO-15- N/A N/A General Funds 024). A contract was executed on 10 December 10, 2015. DRPA/PATCO has requested TRA and STV, Inc. to continue to perform services defined in the scope of work until the ongoing formal competitive process is complete.

STV, Inc. Contract Extension to $99,999.00 Request for Proposal was issued Philadelphia, PA provide General and publicly advertised on May 5, Consulting Services in 2015. Four (4) consultants the areas of Transit responded with Proposals and TRA Safety and Transit and STV, Inc. were deemed the Revenue Funds Security. most qualified (SS&R # PATCO-15- N/A N/A General Funds 024). A contract was executed on December 10, 2015. 11 DRPA/PATCO has requested TRA and STV, Inc. to continue to perform services defined in the scope of work until the ongoing formal competitive process is complete.

Home Depot Purchase of building and $30,000.00 (N.T.E.) In accordance with New Jersey 1. Home Depot $30,000.00 (N.T.E.) General Funds Lawnside, NJ electrical supplies for State Contract #18-FLEET-00234, Lawnside, NJ Way and Power Vendor #V00004017 12 Operations (2020).

Lowe's Home Center Purchase of building and $30,000.00 (N.T.E.) In accordance with New Jersey 1. Lowe's Home Center $30,000.00 (N.T.E.) General Funds Lawnside, NJ electrical supplies for State Contract #18-FLEET-00235, Lawnside, NJ Way and Power Vendor #V00004051 13 Operations (2020).