PORT AUTHORITY & PORT AUTHORITY TRANSIT CORP. BOARD MEETING

Wednesday, August 19, 2015 The Convention Center 1101 Arch Street Philadelphia, PA 10:00 a.m.

John Hanson, Chief Executive Officer DRPA BOARD DELAWARE RIVER PORT AUTHORITY BOARD MEETING Wednesday, August 19, 2015 at 10:00 a.m. Philadelphia Convention Center 1101 Arch Street, Room 119A/B Philadelphia, PA ORDER OF BUSINESS

1. Swearing in of New Commissioner

2. Roll Call

3. Report of the CEO – August 2015

4. Report of the CFO

Key Performance Indicators

5. Approval of July 15, 2015 Board Meeting Minutes

6. Monthly List of Previously Approved Payments – Covering Month of July 2015

7. Monthly List of Previously Approved Purchase Orders and Contracts of July 2015

8. Balance Sheet – First Quarter Financials – March 31, 2015

9. Approval of Operations & Maintenance Committee Minutes of August 5, 2015

10. Adopt Resolutions Approved by Operations & Maintenance Committee of August 5, 2015

DRPA-15-097 Contract No. BF-44-2015, Ben Franklin Bridge Miscellaneous Pavement Repairs

DRPA-15-098 Construction Monitoring Services for Contract No. WW-20-2015, Painting Suspension Span and Towers

DRPA-15-099 Capital Project Contract Modifications

DRPA-15-100 Purchasing Bid B0006348 Procurement of Ameristar Aegis II Fence and Fence Material for the Ben Franklin Bridge – No Substitutions

DRPA-15-101 Carpet Replacement for Building

DRPA-15-102 City of Philadelphia Request for Office of Emergency Management Use of Lots Under the Ben Franklin Bridge 11. Adopt Resolutions Approved by Finance Committee of August 12, 2015

DRPA-15-103 Camera and Call Box Maintenance Agreement

DRPA-15-104 Active Benefit-Eligible Employees/Under Age 65 Retiree, and Eligible Dependents - Health Benefits 2016 (DRPA/PATCO)

DRPA-15-105 Employee Dental Coverage 2016-2017 (DRPA/PATCO)

DRPA-15-106 Employee Vision Coverage 2016 - 2017 (DRPA/PATCO)

12. Unfinished Business

DRPA-15-060 Amended Audiolog Recorder Upgrades

13. New Business

DRPA-15-107 Consideration of Pending DRPA Contracts (Between $25,000 and $100,000)

14. Citizens Advisory Committee Report

15. Public Comment

16. Executive Session

17. Adjournment CEO REPORT Report of the Chief Executive Officer

AUGUST, 2015

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

August 19, 2015

To the Commissioners:

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

Stewardship /Stewardship

 During a recent PATCO train delay, a customer wrote, “You have a female employee (Supervisor Passenger Services, Sylvia Cuevas) at 8th and Market; she's there frequently around 4-5 pm, who did a phenomenal job handling the delay today. She was attentive, friendly, informative, and calming. As information was coming in, she relayed it immediately. She made the best of a bad situation.”

 A customer tweeted the following regarding our sale of Papal Passes, “I just wanted to let you know the customer service rep on the phone and the 2 ladies at the Broadway ticket window were very helpful and nice to this first time FREEDOM ticket buyer. #PapalVisitFrenzyNFrazzled

 A customer wrote in to commend staff, “It was my mom's first time riding the train back to Jersey alone and the train operator was so helpful in making sure she got off at the correct stop. She made it to Woodcrest safe and sound!”

 A customer wrote in to praise PATCO staff at Ashland Station, “I just wanted to thank you for your fast and responsive service. I passed out at Ashland station and everyone took great care of me; from the EMT to the familiar faces that called my husband. Thanks for your great work!”  Special Vendor Outreach Event

On Thursday, August 6th, Chairman Boyer and I welcomed more than 60 vendors to a Special Vendor Outreach event. The Purchasing Department and the Office of Business Development & Equal Opportunity worked together to develop a pilot program that will afford minority, women-owned and other small businesses an opportunity to compete for annual contracts in four commodity areas: gloves, trash can liners, safety equipment and fasteners. Instead of supplying these commodities in small quantities on an “as needed” basis, vendors will now have the opportunity to compete for larger annual contracts. This procurement strategy will ensure that our storerooms at DRPA and PATCO are always stocked to meet our business needs. The purpose of the event was to educate vendors about a pilot.

Press from Al Dia and the Philadelphia Tribune newspapers were in attendance. Buyers (Adam Carmasine, Natasha Roman, Michelle Dinella and Linda Willis) from the Purchasing Department were on hand to distribute bid packets to vendors interested in each commodity and answer questions. Any interested vendors unable to attend the event are also encouraged to submit a bid through the regular distribution channels.

Vendor feedback was extremely positive. Vendors told us they appreciated having the “the ability to meet directly with buyers and leave with bid packets”.

The event organizers, EEO Specialist Erin Watterson, Compliance Specialist Ron Kelly, Project Analyst Ann DuVall, Administrative Coordinator Thaddeus Abbott III, and Administration Division Summer Intern Francis Hagarty worked collaboratively under the direction of CAO Brown. The event supports the goals of the Board’s Diversity & Inclusion Subcommittee, and also supports the Authority’s new Shared Value of Community Stewardship.

 Enhanced New Hire Orientation Process: Authority-wide “Cultural Integration” Program from a PILOT

Earlier this year, under the leadership of CAO Toni P. Brown, the Administration Division launched a new initiative for new hires coming into their division called the “Cultural Integration Program.” This Cultural Integration session is in addition to a new employee’s regular New Hire Orientation, which is coordinated by Human Resource Services (HRS), lasts for 1 ½ days, and includes many presenters and topics. This Cultural Integration Program was a PILOT initiative comprised of one-on-one sessions with CAO Brown and HRS Director Kelly Forbes with each employee new to the Administration Division. During the one-on-one sessions, each new hire received a specially designed folder of information that included a Welcome Letter from the CAO, the Division’s Vision Statement, an Organization Chart for the division, a division employee roster and information on division special events and accomplishments. In addition, the new hires were encouraged to complete a survey on the value of the cultural integration session. I recently charged all DRPA and PATCO Chiefs and Directors to take this innovative Cultural Integration Program and implement it Authority-wide. Not only will this special cultural integration ensure that new employees understand the duties and responsibilities outlined in their job specifications, but the program will also orient them to the culture of the new division or department to which they have been assigned. Valuable anecdotal feedback was received by CAO Brown about the Cultural Integration Program experience from her division’s new hires. Some of the feedback included the following statements, “Well-developed and well-designed session!;” “I was WOW’ed and words cannot express how much and how truly grateful I am to be part of such a great Team;” and “The Cultural Integration Program is very beneficial. Along with clearly defining the mission of the Authority and the Administration Division, the program gave background information on recent events held in the division. This information allows the new employee to feel knowledgeable when reading about an event or initiative or being in conversations with colleagues when past events are discussed.” This new Authority-wide Cultural Integration Program will help our incoming staff go from being “organizational outsiders” to “organizational insiders,” making them feel welcomed and able to understand the workplace culture. It will also help them hit the ground running, be effective performers, be satisfied in the position and be committed to the Authority.

DRPA

Organization & Resource Allocation Study

The Organizational Structure and Resource Allocation Study is well underway. Our consultant, CCI met with Executive and Senior Staff on July 16th to discuss Phase One of the Study, which involves the review of all job descriptions for non-represented employees by chiefs, directors and managers. This review, which is fundamental to the Study, is to be done by completing Position Analysis Questionnaires (“PAQs”) which have been sent to all chiefs and directors for each non-represented job in their division. PAQs are due back to Project Manager Kelly Forbes, Director, HRS by no later than July 31st. CCI consultants will then meet with the chiefs, directors and managers to review and discuss each completed PAQ.

It should be noted that Phase One of the Study does not include pricing of the jobs. That task will be handled in Phase Two of the Study once all PAQs have been received and reviewed.

Each month, CAO Brown briefs the Labor Committee on the progress of the Study. For the convenience of all employees, we have created a special intranet page dedicated to the Study. There, employees will find a timeline and an up-to-date progress report.

Finance

On July 15, 2015 the Authority finalized two swap novation transactions, wherein UBS, our counterparty on our 1995 and 1999 Revenue Bond swaps was replaced by TD Securities and Wells Fargo Bank, respectively. The new benefits to the Authority include: 1) reduced exposure to collateralization/terminations due to any DRPA Revenue Bond downgrade; 2) removal of cross-default language in the existing swap documents related to our PDP Bonds swaps (which were terminated in 2008 and 2010); 3) increased swap counterparty credit quality; 4) diversification of our counterparty exposure. The two transactions are expected to net the Authority close to $800k. Enterprise Resource Planning (ERP) Update

We continue to prepare for our upcoming User Acceptance Testing (UAT). Our consultants, Grant Thornton and Quintel, have facilitated multiple “walk-through” sessions which gave our employees an overview of how cross-functional processes will work in SAP. Our consultants are also fixing defects from Integration Testing 2, reviewing UAT scripts to ensure they are ready for UAT and converting data into SAP.

Over the summer, our Help Desk facilitated Computer 101 and Tablet 101 training for over 450 employees to ensure employees have those basic skills sets in advance of ERP Go-live.

Quintel is currently preparing uPerform simulations and other training tools. uPerform simulations are videos that will walk staff step-by-step how to complete a transaction in SAP. These training tools will be used during Go-live when staff are still learning how to use SAP, and they can be used in the future for new hire training or as refresher training for existing employees.

Upcoming Mandatory Equal Employment Opportunity (EEO) Training for Authority Staff

Together with the Human Resource Services Training Administrator, The Office of Business Development & Equal Opportunity is managing biennial EEO training for all Authority employees. This mandatory training is being conducted by a subject expert from the Equal Employment Opportunity Commission (EEOC). To accommodate every Authority employee, training will be held August 17 through December 1, 2015 at One Port Center, each of the four bridge facilities, and Lindenwold Station. Employees are now in the scheduling stage of this endeavor, working to accommodate vacations, BOOST training and other work load requirements.

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

Debit/Credit for Ticket Purchases

In response to customer input, PATCO offers the option to purchase tickets with a debit or credit card as well as with cash. Since mid-June, 14% of the dollar value of magnetic ticket sales are debit/credit transactions, representing 9.5% of the magnetic tickets sold.

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

Respectfully Submitted,

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

Calls for Service: 6,778 Total Arrests: 166 Adults: 166 Juv.: CDS Arrests: 9 DWI Arrests: 33

Arrests: CBB:BFB:6 65 PATCO:BR62B: 5 WWB:27Arrests NJ: 131Arrests PA: 33

Reportable Accidents: CBB: 4BFB: 11 PATCO:2 BRB: 0 WWB:9

Non Reportable Accidents: CBB: 2BFB: 33 PATCO:7 BRB: 1 WWB:14

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

Incident Type CBBBFB PATCO BRB WWB Total 33 MV Stop 222 305 79 216 578 1,402 26 Assist-Routine PD Backup 79 427 229 97 370 1,202 25x Insufficient Funds 1 4 2 497 504 25 Escort 43 57 59 317 478 88X Parking Viol./Compl. 1 395 1 397 47 Disabled MV 43 84 4 46 184 361 35X Motorist Aid/Service To Patron 28 45 133 23 71 302 302 Security Check 28 74 68 73 59 302 90 Other PD Assist 4 32 117 4 25 182 50X Leaving Jurisdiction 27 38 16 13 40 134 91 Ped Investigation/Stop 17 105 1 5 128 84 Check On Subject 2 22 77 7 12 121 46 Construction/Trades Backup 35 27 5 17 27 111 309 Special Detail 2 107 2 111 15 MV Accident 8 46 13 5 37 109 25T Fare Problem 74 1 75 33C CV Stop 6 16 7 43 72 79 Roadway Hazard/Station Hazard 12 13 1 11 30 67 8 911 Hang Up/Mis-Dial 1 19 27 1 48 78X Toll Evasion/TOS 11 22 4 9 46 86 Removal 2 36 1 39 82 Notification 3 6 22 2 2 35 1 Headquarters Assignment 6 11 3 2 13 35 12 Suspicious Person/Activity/Event 1 4 22 4 1 32 80 Break 8 5 2 3 11 29 302 Security Check/Detail 3 6 3 10 6 28 25EZ Easy Pass Redirect 2828 999 Generated In Error 1 3 6 1 7 26 Activity for the Month of July 2015

Calls for Service: 6,778 Total Arrests: 166 Adults: 166 Juv.: CDS Arrests: 9 DWI Arrests: 33

Arrests: CBB:BFB:6 65 PATCO:BR62B: 5 WWB:27Arrests NJ: 131Arrests PA: 33

Reportable Accidents: CBB: 4BFB: 11 PATCO:2 BRB: 0 WWB:9

Non Reportable Accidents: CBB: 2BFB: 33 PATCO:7 BRB: 1 WWB:14

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

Incident Type CBBBFB PATCO BRB WWB Total 56 Med Emerg/Injury Report 1 3 17 2 25 29 Alarm Activation 9 15 24 52 Erratic Driver/Unfit Motorist 1 3 3 15 22 60 Stolen Check/Wanted 4 15 2 21 56 Medical Emerg/Injury Report 11 21 220 Criminal History Check 18 1 19 59 MV Look Up 1 4 7 6 18 58 Drivers License Check 16 1 17 34 Suspicious Vehicle 4 12 16 341 Lost/Found Property 1 12 1 14 78 Toll Dispute 1 2 4 6 13 79X Debris Strike 1 6 5 12 16 Hit & Run 4 3 5 12 81 General Complaint 9 1 10 64 Larceny/Theft 9 1 10 101 BOLO 2 6 1 1 10 83 Counterfeit 1 6 1 1 9 38 Transport Courtesy 1 4 3 1 9 49X Inspection Report 7 8 TRN Train Problem Equipment/Mechanical 7 7 71 Fight/Disturbance 5 1 6 310 Bridge Damage/PATCO Damage 2 1 3 6 98 Panhandling/Soliciting 1 4 5 302K K9 Sweep 5 5 101S BOLO Suicidal 3 1 5 25R Revenue Escort 4 4 11 Fire 1 3 4 92 Lost Load 33 Activity for the Month of July 2015

Calls for Service: 6,778 Total Arrests: 166 Adults: 166 Juv.: CDS Arrests: 9 DWI Arrests: 33

Arrests: CBB:BFB:6 65 PATCO:BR62B: 5 WWB:27Arrests NJ: 131Arrests PA: 33

Reportable Accidents: CBB: 4BFB: 11 PATCO:2 BRB: 0 WWB:9

Non Reportable Accidents: CBB: 2BFB: 33 PATCO:7 BRB: 1 WWB:14

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

Incident Type CBBBFB PATCO BRB WWB Total 70 Animal Complaint 1 2 3 65 Vandalism/Criminal Mischief 3 3 17X Open/Secured Property 3 3 97 Traffic Pattern Adjust 2 2 93 Property Removal 2 2 74 Suicide Attempt 2 2 71R Road Rage 1 1 2 49 Investigate Location Conditions 2 2 48 Minor Incident 2 2 14 Intoxicated Subject (not DWI) 2 2 67 EDP (Emotionally Disturbed Person) 1 1 53 Abandoned Vehicle 11 312 Complaint against DRPA 1 1 212 Employee Injury 1 1 20 Stolen/Recovered Vehicle 1 1 01 ATTACHMENT 1 FINANCE

REVENUE AUDIT

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

2014 2015 Cash Revenue $8,577,821.04 $8,732,627.33 ETC Revenue $17,422,067.89 $18,175,034.86 Total Revenue $25,999,888.93 $26,907,662.19 Non ETC Traffic 1,574,876 1,607,798 ETC Traffic 2,628,381 2,731,700 Total Traffic 4,203,257 4,339,498 DELAWARE RIVER PORT AUTHORITY Attachment 1 TRAFFIC & BRIDGE TOLL FIGURES FOR THE PERIODS INDICATED

MONTH OF May TRAFFIC BRIDGE TOLLS -----2015------2014----- INC/(DEC) INC/(DEC) TRAFFIC TOLLS TRAFFIC TOLLS % AMOUNT % AMOUNT BEN FRANKLIN 1,588,791 $8,814,084.97 1,559,319 $8,660,928.22 1.89 29,472 1.77 $153,156.75 WALT WHITMAN 1,710,318 10,603,095.64 1,639,674 10,165,689.40 4.31 70,644 4.30 437,406.24 COMMODORE BARRY 602,653 4,540,591.62 578,846 4,304,114.61 4.11 23,807 5.49 236,477.01 BETSY ROSS 437,736 2,950,402.96 425,418 2,870,024.70 2.90 12,318 2.80 80,378.26 4,339,498 $26,908,175.19 4,203,257 $26,000,756.93 3.24 136,241 3.49 $907,418.26

`

YEAR TO DATE TRAFFIC BRIDGE TOLLS 1/1/15 TO 5/31/15 1/1/14 TO 5/31/14 INC/(DEC) INC/(DEC) TRAFFIC TOLLS TRAFFIC TOLLS % AMOUNT % AMOUNT BEN FRANKLIN 7,163,678 $39,890,909.65 7,165,229 $39,808,790.13 -0.02 (1,551) 0.21 $82,119.52 WALT WHITMAN 7,508,006 47,111,014.64 7,101,092 44,395,203.78 5.73 406,914 6.12 2,715,810.86 COMMODORE BARRY 2,593,218 19,949,405.89 2,510,859 18,888,065.87 3.28 82,359 5.62 1,061,340.02 BETSY ROSS 1,994,122 13,610,480.31 1,911,220 13,008,710.09 4.34 82,902 4.63 601,770.22 TOTALS 19,259,024 $120,561,810.49 18,688,400 $116,100,769.87 3.05 570,624 3.84 $4,461,040.62

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 AUGUST 19, 2015 ARTICLE XII-A ATTACHMENT 2

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

David A. Gentile Temporary With Benefits Eff: 07/20/15 to 12/25/15 Executive Division Office of the Inspector General (OPC)

Raymond J. Santarelli Temporary With Benefits Eff: 07/20/15 to 12/25/15 Executive Division Office of the General Counsel (OPC)

Austin Harris Temporary No Benefits Eff: 07/20/15 to 12/25/15 Administration Division Human Resource Services (OPC)

Joseph Ramoni Temporary No Benefits Eff: 07/20/15 to 12/25/15 Administration Division Human Resource Services (OPC)

APPOINTMENTS Kyle D. Anderson Director, Corporate Communications Eff: 07/13/15 & Community Relations Executive Division Corporate Communications & Community Relations (OPC)

Anthony R. Mixon Dispatcher Eff: 07/13/15 Public Safety Division Public Safety Administration (BFB)

AdaI.Lamadrid PoliceOfficer Eff:07/31/15 Public Safety Division Public Safety Administration (BFB)

Gerald M. Murphy Police Officer Eff: 07/31/15 Public Safety Division Public Safety Administration (BFB) Actions of the Chief Executive Officer Commission Meeting of 08/19/15 Page 2 of 4

APPOINTMENTS

Ronald R. Paglia Police Officer Eff: 07/31/15 Public Safety Division Public Safety Administration (BFB)

Felicia N. Pappalardo Police Officer Eff: 07/31/15 Public Safety Division Public Safety Administration (BFB)

KylieM.Whalen PoliceOfficer Eff:07/31/15 Public Safety Division Public Safety Administration (BFB)

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION

Alfred J. Caruso From: Revenue Auditor To: Acting Supervisor, Revenue Finance Division Audit Revenue Audit (OPC) Finance Division Revenue Audit (OPC) Eff: 07/01/15 to 12/31/15

Edward O. Braun, III From: Auto Technician To: Acting Fleet Shop Manager- Operations Division North Fleet Operations (BFB) Operations Division Fleet Operations (North) Eff: 07/04/15 to 07/10/15

Mark A. Dumont From: Electrical Technician To: Acting Electrical Foreman Operations Division Operations Division Construction & Maintenance (CBB) Construction & Maintenance (CBB) Eff: 07/04/15 to 07/17/15

Eric S. Rothman From: Fleet Service Mechanic To: Acting Auto Technician Operations Division Operations Division Fleet Operations (BRB) Fleet Operations (BFB) Eff: 07/04/15 to 07/10/15

George J. Zisis From: Building Services Clerk To: Acting Supervisor, Mailroom Administration Division Administration Division Mailroom (OPC) Mailroom (OPC) Eff: 07/04/15 to 09/04/15 Actions of the Chief Executive Officer Commission Meeting of 08/19/15 Page 3of 4

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION - continued

Daniel P. Tomarchio From: Auto Technician To: Acting Fleet Foreman Operations Division Operations Division Fleet Operations (BFB) Fleet Operations (BFB) Eff: 07/11/15 to 07/31/15

James P. Beach From: Payroll Administrator To: Acting Manager, Payroll Finance Division Finance Division Payroll (OPC) Payroll (OPC) Eff: 07/25/15 to 08/02/15

Adam E. Carmasine From: Purchasing Clerk To: Acting Management Analyst Finance Division Executive Division Purchasing (OPC) Strategic Initiatives Eff: 07/25/15 to 12/25/15

PROMOTIONS Mecca M. Muse From: Dispatcher To: Toll Collector Public Safety Division Operations Division Public Safety (Transit Unit) Bridge/Toll (CBB) Eff: 07/11/15

Christina M. Maroney From: Manager, Special Projects To: Director, Strategic Initiatives Executive Division Executive Division Regional Development/Real Strategic Initiatives (OPC) Estate (OPC) Eff: 07/25/15

Timothy P. Fletcher From: Dispatcher To: Police Officer Public Safety Division Public Safety Division Public Safety (Transit Unit) Public Safety Administration (BFB) Eff: 07/31/15

INTERAGENCY PROMOTION to DRPA - from PATCO William L. Holt From: Way & Power Maintainer To: Electrical Foreman PATCO Operations Division Way & Power Construction & Maintenance (BFB) Eff: 07/11/15 Actions of the Chief Executive Officer Commission Meeting of 08/19/15 Page 4of 4

INTERAGENCY PROMOTION to PATCO - from DRPA - None

INTERAGENCY TRANSFERS to PATCO - from DRPA - None

INTERAGENCY TRANSFERS to DRPA - from PATCO - None

TRANSFERS - DEPARTMENTAL - None

RETIREMENTS

PaulCipriani PoliceOfficer Eff:07/10/15 Public Safety Division Public Safety Administration (BRB)

RESIGNATIONS - 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 July there were 68 Purchase Orders awarded totaling $1,120,589.85

Approximately 16.74% or $187,537.50 of the monthly dollar total was made available to MBE and WBE’s, representing 32.35% or 22 of the monthly total number of Purchase Orders.

Of the total monthly procurement available to MBE’s and WBE’s, approximately 19.97% or $37,445.07 was awarded to MBE’s and approximately 11.01% or $20,639.23 was awarded to WBE’s.

Of the total number of Purchase Orders available to MBE’s and WBE’s, approximately 36.36% or 8 Purchase Orders were awarded to MBE’s and approximately 13.64% or 3 Purchase Orders were awarded to WBE’s.

Page 1 REPORT OF THE CHIEF EXECUTIVE OFFICER ATTACHMENT 4 RISK MANAGEMENT & SAFETY DELAWARE RIVER PORT AUTHORITY INTEROFFICE COMMUNICATION

To: Toni P. Brown, Chief Administrative Officer

From: Marianne Staszewski, Director Risk Management & Safety

Subject: Risk Management & Safety July Activity Report

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

Contractor Meetings Attended By Risk Management & Safety DATE CONTRACTOR DRPA CONTRACT NO. PROJECT/WORK AREA 7/8 CB-30-2015 Pre-Bid meeting for CBB Approach Repaving 7/8 IEW Construction BR-15-2012 Project progress meeting - resurfacing project 7/10 TRC Safety Briefing regarding drilling at BFB

Safety Meetings Attended By Safety Specialists * attended by Director of Risk Management DATE NAMEOFMEETING 7/6, 7/22 * Meeting with the Director of Risk Management & Safety Specialists regarding 2015 new initiative 7/7 Monthly Meeting with C&M Managers 7/8 * Monthly Risk Management & Safety Staff meeting with CAO 7/9, 7/23 Bi-weekly conference call with the Construction & Maintenance Supervisors and Fleet Managers 7/8, 7/22 Weekly Safety Department Cross Training 7/9 Monthly Work Place Safety Meeting at the CBB 7/14 * Monthly Incident Accident Investigation Committee meeting 7/21 Monthly Work Place Safety Meeting at the BRB 7/21 Monthly Safety Department SOP Review Meeting 7/22 * Central Safety & Health Committee meeting 7/22 Monthly Programs & Activities Subcommittee meeting 7/22 * Monthly Bridge Directors meeting with Safety, Risk Management and Fleet Management Weekly meeting with the Director of Risk Management regarding 2015 Up-coming safety training 7/22 * initiatives 7/23 * Monthly staff meeting with the Director of Risk Management 7/28 Monthly Work Place Safety Meeting at the WWB

Risk Management Meetings Attended By Risk Management 7/1 Operations & Maintenance Committee Meeting 7/6 Conference call with Aon regarding the Workers’ Compensation audit for DRPA and PATCO 7/8 Meeting with DRPA Real Estate Working Group Weekly conference call on OCIP litigated claims with AIG claim representatives, TSIB and defense 7/9, 7/30 counsel 7/9, 7/28 Weekly staff meetings with CAO 7/16 CCI Kick Off Leadership Meeting 7/17 Monthly Senior Staff meeting Kick Off Meeting with new TSIB Service Team and CAO in support of broker transition for the Traditional 7/21 Property & Casualty Program 7/30 Administration Division Agenda Review Meeting

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

Training Coordinated or Conducted by DRPA Safety - * Attended By Risk Management & Safety DATE TYPEOFTRAINING 7/8 Summer Intern New Hire Orientation 7/8 Monthly Mandatory OSHA Training Electrical Safety conducted by DRPA Safety staff at the WWB 7/13 New Hire Orientation for Director, Corporate Communications & Community Relations & Dispatcher 7/23 Monthly Mandatory OSHA Training Electrical Safety conducted by DRPA Safety staff at the CBB 7/24 Monthly Mandatory OSHA Training Electrical Safety conducted by DRPA Safety staff at the BFB and BRB 7/27 New Hire Orientation for Inspector General & General Counsel/Corporate Secretary 7/31 New Hire Orientation for Public Safety

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

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

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

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

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

 Safety Specialist updated the Risk Management & Safety e.net page with the monthly safety tip for July, “4th of July Fireworks Safety”.

 The quarterly AIG OCIP Claim Services Review was held July 24th at the AIG office in Wilmington, Delaware. The DRPA General and Deputy General Counsel, Director of Risk Management & Safety, AIG claims specialists, OCIP defense attorneys and the claims representative from Turner Surety Insurance Brokerage all attended.

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

STATE OF RESIDENCE JOB TITLE DE NJ PA

1 Chief Executive Officer 1 2 Chief Administrative Officer 1 3 Chief Operating Officer 4 Deputy Chief Executive Officer 5 Chief Financial Officer 1 6 Chief Engineer 1 7 Deputy General Counsel 1 1 8 General Counsel 1

1 Director, Government Relations 1 2 Director, Information Services 1 3 Police Chief 1 4 Bridge Directors 2 5 Director, Fleet Management 1 6 Director, Human Resource Services 1 7 Director, Risk Management & Safety 1 8 Manager, Construction & Maintenance 1 9 Manager, Planning & Design 1 10 Captain of Police 1 11 Inspector General 1 12 Manager, Special Projects 1 13 Director, Homeland Security & Emergency Management 1 14 Director, Corporate Communications & Community Relations 1

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

Page 1 of 6 As of JULY 31, 2015 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

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

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

OFFICIALS & MANAGERS (Total By State) 2 45 20

TOTAL OFFICIALS & MANAGERS 67

1 Lieutenant of Police 4 2

1 Plaza Supervisor 1 13 10

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

1 Project Manager, HS & EM 1 2 Administrator, Compensation/HRIS 1 3 Administrator, Employee Relations, Programs & Policies 1 4 Administrator, Staffing & Recruiting 1 5 Administrator, Training & Employee Development 1

Page 2 of 6 As of JULY 31, 2015 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

6 Associate Engineer 3 7 Claims Administrator 1 1 8 Construction Contract Compliance Specialist 1 9 Payroll Administrator 1 10 Accountant 1 1 11 Auditor 1 2 12 Budget Analyst 1 13 Project Analyst 1 14 Contract Administrator 1 15 Financial Analyst 1 16 Safety Specialist 1 1 17 Technical Support Administrator & Environmental Coordinator 1

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

PROFESSIONALS (Total By State) 2 55 33

TOTAL PROFESSIONALS 90

1 Police Officer 2 75 23

1 Corporal of Police 12 2

1 Sergeant of Police 1 17 5

SERVICE WORKERS (Total By State) 3 104 30

TOTAL SERVICE WORKERS 137

1 HVAC Technician 7 2

Page 3 of 6 As of JULY 31, 2015 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

1 Auto Technician 10 1

1 Electrical Technician 17 6

1 Construction & Maintenance Mechanic 3 33 9

1 Maintenance Technician 33 8

1 Fleet Service Mechanic 3 2

CRAFT WORKERS (SKILLED) (Total By State) 3 103 28

TOTAL CRAFT WORKERS (SKILLED) 134

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

TECHNICIANS (Total By State) 1 17 2

TOTAL TECHNICIANS 20

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

Page 4 of 6 As of JULY 31, 2015 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

1 Sr. Accounting Clerk 1 2 Accounting Clerk 1 1 3 Central Stores Clerk 1 4 Data Base Clerk 2 5 Administrative Clerk (Revenue Audit) 1 6 Building Services Clerk 3 1 7 Dispatcher 15 2 8 File Clerk 1 1 9 Purchasing Clerk 1 1 10 Media Specialist 1

1 Administrative Secretary 8 3

1 Revenue Auditor 1 4 1

1 Toll Collector 40 20

1 Revenue Operations Clerk 2 1

OFFICE & CLERICAL (Total By State) 1 84 35

TOTAL OFFICE & CLERICAL 120

TOTAL EMPLOYEES BY STATE 12 408 148

TOTAL DRPA EMPLOYEES - 568

Page 5 of 6 As of JULY 31, 2015 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

SUMMARY (Employee Class)

NON-REP 5 126 64

195

IUOE 3 160 51

214

IBEW 1 18 3

22

FOP 3 104 30

137

Page 6 of 6 As of JULY 31, 2015 PATCO EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA NY

1GeneralManager 1 2AssistantGeneralManager 1 3Director,Equipment 1 4 Director, Fare Collection Operations 1 5Director,Finance 1 6Director,TransitServices 1 7Director,Way&Power 1 8 TechnicalSupervisor,TransitServices 1 9 TechnicalSupervisor,Civil&MechanicalSystems 1 10Manager,Electrical&Electronics 1 11Manager,Mechanical&Custodial 1 12 Manager,Power,Signals&Communications 1 13Manager,SystemsSafety 1 14 Manager,Track,Structures&Mechanical 1 15Manager,Track&Signals 1 16SupervisingDispatcher 1 17Dispatcher 51 18DispatcherTrainee 1 19ElectricalForeman 4 1 20FareCollectionForeman 1 21MechanicalForeman 2 22 Payroll Administrator 1 23SeniorAccountant 3 24TrackForeman 1 1 25PurchasingAgent 1 26MaintenanceForeman 1 27Supervisor,PassengerServices 1 28MoneyRoomSupervisor 1 29Supervisor,TransitServices 5 30Supervisor/TrafficAnalyst 3 1 31TrafficAnalyst 1 32Supervisor,Storeroom 1 33CustodialForeman 1 34StationSupervisor 9

OFFICIALS & MANAGERS (Total By State) 0 56 6

TOTAL OFFICIALS & MANAGERS 62

Page 1 of 3 As of July 31, 2015 PATCO EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA NY

1ProjectManager,Technical 1 2 FareCollectionSystemAnalyst 1 3SafetySpecialist 1 1 4 Administrative Coordinator to GM 1 5 Administrative Coordinator 1 6PurchasingSpecialist 2

PROFESSIONALS (Total By State) 0 6 2

TOTAL PROFESSIONALS 8

1TrainOperator 1 46 9 1

OPERATIVES(SEMI-SKILLED)(TotalByState) 1 46 9 1

TOTAL OPERATIVES (SEMI-SKILLED) 57

1Custodian 239 2RevenueCollector 1 1

SERVICEWORKERS(TotalByState) 0 24 10

TOTALSERVICEWORKERS 34

1Storekeeper 5 2AccountingClerk 2 3 Payroll Clerk 1 4 Administrative Secretary 5 1 5PurchasingClerk 1 6CustomerServiceAgent 2 1 7 CustomerServiceAgent/TrafficChecker 2 1 8 Data Entry Clerk 1

OFFICE&CLERICAL(TotalByState) 0 18 4

TOTALOFFICE&CLERICAL 22

Page 2 of 3 As of July 31, 2015 PATCO EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA NY

1ElectronicTechnician 1 15 2Machinist1/C 2 3Machinist1/CToolMaker 1 4MaintenanceMechanic1/C 1 5 Mechanical&StructuralTechnician 12 1 6Maintainer 195 7EquipmentElectrician 4 3 8 Equipment Electrician A/C 4 9MachineOperator1/C 3 10EquipmentMechanic 20 1 11FareCollectionRepairman 2 1 12GroundsKeeper 2 13TrackMechanic 17 5 14 Welder 1

CRAFTWORKERS(SKILLED)(TotalByState) 1 103 16

TOTALCRAFTWORKERS(SKILLED) 120

TOTAL EMPLOYEES BY STATE 2 253 47 1

TOTAL PATCO EMPLOYEES - 303 SUMMARY (Employee Class)

NON-REP 0 80 12 0

92

TEAMSTERS 2 173 35 1

211

Page 3 of 3 As of July 31, 2015 SUMMARY OF PURCHASE AWARDS TO M/WBE & VOB VENDORS QUARTER ENDING: June 30, 2015 goods and supplies TOTAL $ VALUE AVAILABLE FOR BID BY 40.0% $ MBE/WBE AWARDED MBEs/WBEs THIS QUARTER: MBE- 39.5% WBE- 0.5% MBE: $167,203.72 WBE: $2,173.20 $423,489.45 AWARDED TOTAL: $169,376.92

TOTAL # POs AWARDED TO ALL 20.5% POs MBE/WBE AWARDED VENDORS THIS QUARTER: MBE- 20.0% WBE- 0.5% MBE: 41 WBE: 1 205 AWARDED TOTAL: 42

procurement card (p-card) $ MBE/WBE/VOB AWARDED TOTAL $ P-CARD PURCHASES 1.3% MBE: $2,358.27 WBE: $235.65 MBE- 0.9% WBE- 0.1% $274,682.56 VOB- 0.4% VOB: $1,073.00 AWARDED TOTAL: $3,666.92

TOTAL MBE/WBE/VOB TRANSACTIONS TOTAL P-CARD TRANSACTIONS 0.9% MBE: 10 WBE: 3 MBE- 0.6% WBE- 0.2% VOB- 0.1% VOB: 2 1,587 AWARDED TOTAL: 15

PO=PURCHASE ORDER WBE=WOMEN BUSINESS ENTERPRISE KEY: MBE=MINORITY BUSINESS ENTERPRISE VOB=VETERAN OWNED BUSINESS REPORT OF THE CHIEF EXECUTIVE OFFICER ATTACHMENT 6 LEGAL STATISTICS REPORT Matter Count Report by Matter Sub-Type

Date Range: 07/01/2015to 07/31/2015 by Open Date ; opendate: from 07/01/2015 up to 07/31/2015

Total Pending Opened In Closed In Matter Sub-Type Matters Range Range Contracts / Advertising/Public Relations 1 1 0 Contracts / Construction 6 9 3 Contracts / Consulting 2 2 0 Contracts / Grants 1 1 0 Contracts / Insurance 1 1 0 Contracts / Process and Procedure 1 1 0 Contracts / Purchase 7 7 0 Contracts / Real Estate License 1 1 0 Contracts / Real Estate Right of Entry 8 10 2 Contracts / Service 7 7 0 Employment / ADA 3 3 0 Employment / Discipline 0 2 2 Employment / Long Term Disability 1 1 0 Employment / Research 0 1 1 Employment / Short Term Disability 7 7 0 Employment / Workers' Compensation 10 10 0 Environmental / Assessment 0 1 1 Labor / Arbitration 1 1 0 Permits and Lic / Application 1 1 0 Personal Injury / Accidental Non-S&F 2 2 0 Personal Injury / Train Lurch 1 1 0 Real Estate / Acquisition 1 1 0 Real Estate / Lien 1 1 0

CaseTrack 08/11/2015 Page: 1 p nd I l sd ITtlPending Opened In Closed InTotal Matter Sub-Type Matters Range Range Real Estate / Mount Laurel 1 1 0 Real Estate / Zoning 0 1 1 RFP/Bid / Construction 1 1 0 RFP/Bid / Consulting Services 5 5 0 RFP/Bid / Service 2 2 0 Right to Know / Open Public Records 1 4 3 29 Items 73 86 13

CaseTrack 08/11/2015 Page: 2 CFO REPORT DRPA DASHBOARD YEAR TO DATE SUMMARY SHEET CURRENT MONTH REPORTING MONTH: MAY 2015 YEAR TO DATE AVERAGE TARGET DRPA Bridge Traffic % of Budget Target Variance Current Month 103.14% 100%-105% ON TARGET 103.14% Year to Date Average 102.89% 100%-105% ON TARGET 102.89%

50% 60% 70% 80% 90% 100% 110% DRPA Bridge Revenue % of Budget Target Variance Current Month 104.09% 100%-110% ON TARGET 104.09% Year to Date Average 104.67% 100%-110% ON TARGET 104.67%

50% 60% 70% 80% 90% 100% 110% DRPA Operating Budget % of Budget Target Variance Current Month 89.38% 95%-100% -5.62% 89.38% Year to Date Average 85.06% 95%-100% -9.94% 85.06%

50% 60% 70% 80% 90% 100% 110% DRPA Capital Budget % of Budget Target Variance Current Month 62.28% 95%-100% -32.72% 62.28% Year to Date Average 53.51% 95%-100% -41.49% 53.51%

0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% PATCO Ridership % of Budget Target Variance Current Month 94.65% 96.5%-105% -1.85% 94.65% Year to Date Average 95.44% 96.5%-105% -1.06% 95.44%

50% 60% 70% 80% 90% 100% 110% PATCO Revenue % of Budget Target Variance Current Month 95.98% 100%-110% -4.02% 95.98% Year to Date Average 96.69% 100%-110% -3.31% 96.69%

50% 60% 70% 80% 90% 100% 110% PATCO Operating Budget % of Budget Target Variance Current Month 92.52% 95%-105% -2.48% 92.52% Year to Date Average 90.83% 95%-105% -4.17% 90.83%

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

Actual vs. Budget % of Budget Target Variance 103.73% Current Month 103.73% 100%-110% ON TARGET 106.45% Year to Date Average 106.45% 100%-110% ON TARGET

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

PATCO On Time Performance % On Time Target Variance Current Month 97.64% 98%-100% -0.36% 97.64% Year to Date Average 97.48% 98%-100% -0.52% 97.48%

50% 55% 60% 65% 70% 75% 80% 85% 90% 95% 100%

CONSULTATIVE AND DELIBERATIVE WORKPAPERS

DRPA/PATCO UNAUDITED FINANCIAL SUMMARY - August Finance Committee Meeting As of August 6, 2015 (revised and updated)

DRPA TRAFFIC / PATCO RIDERSHIP AND REVENUE

YEAR-TO-YEAR COMPARISON 2014 vs. 2015 YTD thru 5/31/15 2014 Actual 2015 Actual Year-to-Year Change % Change DRPA Traffic 18,688,400 19,259,024 570,624 3.05% DRPA Toll Revenues $ 116,100,770 $ 120,561,810 $ 4,461,041 3.84%

Average Toll $ 6.2125 $ 6.2600 $ 0.0476 0.77% Note: Snow impacted January and February 2014 2014 vs. 2015 YTD thu 6/30/15 2014 Actual 2015 Actual Year-to-Year Change % Change PATCO Ridership 4,999,413 4,981,652 (17,761) -0.36% PATCO Net Passenger Revenues $ 12,184,421 $ 12,239,845 $ 55,424 0.45%

Average Fare $ 2.4372 $ 2.4570 $ 0.020 0.81%

BUDGET VS. ACTUAL 2015 YTD thru 5/31/15 2015 Budget (5 mo) 2015 Actual (5 mo) (Under) / Over Budget % (Under) / Over Budget DRPA Traffic 18,717,756 19,259,024 541,268 2.89% DRPA Toll Revenues $ 115,184,859 $ 120,561,810 $ 5,376,952 4.67% Note: Snow impacted January and February 2014 2015 YTD thru 6/30/15 2015 Budget (6 mo) 2015 YTD Actual (6 mo) (Under) / Over Budget % (Under) / Over Budget PATCO Ridership 5,189,941 4,981,652 (208,289) -4.01% PATCO Net Passenger Revenues $ 12,478,559 $ 12,239,845 $ (238,714) -1.91%

OPERATING EXPENSES - YTD May 31, 2015

BUDGET VS. ACTUAL 2015 YTD thru 6/30/15 2015 YTD Budget 2015 YTD Actual (Under) / Over Budget % (Under) / Over Budget DRPA Budget $ 44,514,158 $ 39,627,291 $ (4,886,867) -10.98% PATCO Budget $ 26,248,941 $ 23,490,834 $ (2,758,107) -10.51% Total $ 70,763,099 $ 63,118,125 $ (7,644,974) -10.80%

2015 YTD thru 6/30/15 2015 YTD Budget 2015 YTD Actual Under / (Over) Budget % Under / (Over) Budget PATCO Subsidy $ (13,050,152) $ (10,608,400) $ 2,441,752 18.71%

TOTAL CAPITAL EXPENDITURES 2014 vs. 2015 YTD (in millions) July YTD Funding Source 07/31/2014 Actual 07/31/2015 Actual Year-to-Year Change % Change Project Fund Drawdowns $ 62.2 $ 49.9 $ (12.4) 0% Economic Development $ - 0% General Fund $ - $ - 0% Total Capital Expenditures - Major Projects $ 62.2 $ 49.9 $ (12.4) -19.9%

Increase in expenditures since last month $ 9.1 million

(CAPITAL) PROJECT FUND BALANCE Estimated Balance as of 07/31/2015 189.9$ million

Decrease in project fund balances since last month $ 13.5 million

*Project fund consists of proceeds from the December 2013 revenue bond issuance. $348.8 million in net proceeds (after costs of issuance, debt reserve fund requirements and reimbursement to the General Fund (per the Board's Resolution #12-051:Reimbursement of Expenditures Resolution). $159.1 million in proceeds used to fund December 2013's through July's 2015's capital expenditures.

ESTIMATED GENERAL FUND BALANACE Estimated Balance as of 7/31/15 $ 490.2 million

Est. Change from previous month 8.4$ million - increase since 6/30/2015 *includes receipt of $4.3 million repayment of Victor Loans loan CONSULTATIVE AND DELIBERATIVE WORKPAPERS

DRPA/PATCO UNAUDITED FINANCIAL SUMMARY - August Finance Committee Meeting As of August 6, 2015 (revised and updated)

DRPA TRAFFIC / PATCO RIDERSHIP AND REVENUE TOTAL DRPA BOND DEBT (in thousands of dollars) 1/1/2016 Outstanding Bond Issues 06/30/15 06/30/15 Maturities 2008 Rev. Refunding Bonds $ 270,180 $ 287,800 $ (18,575) 2010 Rev. Refunding Bonds 316,955 337,255 (21,460) 2010 Revenue Bonds 308,375 308,375 0 2013 Revenue Bonds 476,585 476,585 0 Total Senior (Revenue) Bonds $ 1,372,095 $ 1,410,015 $ (40,035)

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

TOTAL BOND DEBT BY TYPE As of 6/30/15 (in thousands of dollars) Bond Ratings Principal Outstanding % of Total (Moody's/S&P) Fixed Rate Bonds 950,410 $ 950,410 61.8% see below Variable Rate Bonds 587,135 38.2% see below Total Debt $ 1,537,545 100.0%

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

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

KEY 2013/2014/2015 FINANCE PLAN ACTIONS

1. LOC restructuring for 2010 Revenue Refunding Bonds closed on March 21, 2013. Three new LOC providers. LOCs fees range from 0.45% to 0.70%. 2. 2008 Revenue Bond LOCs extensions were completed on June 28. Retaining TD Bank and Bank of America with fees at 0.655% to 0.70%, respectively. 3. New Bond issue - Ratings agency (Moody's & S&P) and investor presentations completed in November. S&P Ratings increased from A- to A. 4. S&P affirms ratings December 2014. 2015 Action Plan Initiatives 5. Barclays agreed to extend the LOC to March 20, 2018, at a reduced facility rate of 7.5 basis points - expected $ 95k reduction in annual fees. 6. Swap Novation - Documents related to swap novation have been signed with TD Bank, Wells Fargo. Transaction expected to be completed in July. Total Swap Valuation - 7/31/2015 (in millions) Original Notional Current Notional Amount Amount Active Swaps* MTM Value Change from 5/31/15 Est. Change from 12/31/14 $811 $587 ($147.6) $6.3 $11.6

*Current Notional Amounts: 1995 Revenue Bond swap currently $270.2 million; 1999 swap $317.0 million. Total $587.2 million 1 DELAWARE RIVER PORT AUTHORITY

2

3 BOARD MEETING

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5 One Port Center Two Riverside Drive 6 Camden, New Jersey

7 Wednesday, July 15, 2015

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

1 PRESENT

2 Pennsylvania Commissioners

3 Ryan Boyer, Chairman Antonio Fiol-Silva 4 Marian Moskowitz Whitney R. White 5 Elinor Haider Rohan K. Hepkins 6 Eugene DePasquale, Pennsylvania Auditor General John Lisko, Esq. (for Pennsylvania Treasurer 7 Timothy Reese, via telephone)

8 New Jersey Commissioners 9 Jeffrey Nash, Vice Chairman 10 Richard Sweeney (via telephone) Charles Fentress 11 E. Frank DiAntonio Albert Frattali (via telephone at 10:40 a.m.) 12 Tamarisk Jones (via telephone at 10:40 a.m.)

13 DRPA/PATCO Staff 14 John Hanson, Chief Executive Officer 15 Michael Conallen, Deputy Chief Executive Officer Kristen Mayock, Acting General Counsel & 16 Acting Corporate Secretary Stephen Holden, Deputy General Counsel 17 Gerald Faber, Assistant General Counsel Kathleen P. Vandy, Assistant General Counsel 18 Richard J. Mosback, Jr., Assistant General Counsel James White, Chief Financial Officer 19 Dan Auletto, Acting Chief Operating Officer Toni Brown, Chief Administrative Officer 20 Michael Venuto, Chief Engineer William Shanahan, Director, Government Relations 21 Mark Lopez, Manager, Government Relations John Rink, General Manager, PATCO 22 Bennett Cornelius, Assistant General Manager, PATCO

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

1 DRPA/PATCO Staff (continued)

2 Gary Smith, Captain, Public Safety (for Police Chief Stief) 3 Kevin LaMarca, Director, IS David Aubrey, Acting Inspector General 4 Susan Squillace, Manager, Procurement & Stores, DRPA/PATCO 5 Vijay Pandya, Principal Engineer Howard Korsen, Manager, Contract Administration 6 Christina Maroney, Director, Strategic Initiatives 7 Mike Williams, Acting Manager, Corporate Communications & Community Relations 8 Fran O'Brien, Manager, Corporate Communications & Community Relations 9 Steve Reiners, Fleet Manager, Walt Whitman Bridge Orville Parker, Manager, Budget/Financial Analysis 10 Jennifer DePoder, Financial Analyst Sheila Milner, Administrative Coordinator 11 Elizabeth McGee, Administrative Coordinator Comfort Dixon, Claims Administration 12 Nancy Farthing, Executive Assistant to the CEO Dawn Whiton, Administrative Coordinator to the CEO & 13 Deputy CEO Khalil Christian, Safety Specialist 14 Courtney McHugh, Police Dispatcher, Ben Franklin Bridge 15 Kyle Anderson, Director of Corporate Communications Raymond Santarelli, Esq., incoming General Counsel & 16 Corporate Secretary David Gentile, incoming Inspector General 17 Others Present: 18 Amy Herbold, Esq., New Jersey Governor's Authorities 19 Unit David Dix, Assistant to Chairman Boyer 20 Obra Kernodle, Deputy Chief of Staff, Pennsylvania Governor's Office 21 Chelsea Guzowski, Director of Special Projects, Pennsylvania Governor's Office of the Budget 22

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

1 Others Present (continued):

2 Victoria Madden, Chief Counsel for Auditor General Eugene DePasquale 3 Christopher Gibson, Esq., Archer & Greiner, (New Jersey Counsel) 4 Alan Kessler, Esq., Duane Morris LLP (Pennsylvania Counsel) 5 Stephanie Kosta, Esq., Duane Morris LLP (Pennsylvania Counsel) 6 Denise Mason (former DRPA/PATCO Commissioner) Craig Hrinkevich, Managing Director, Wells Fargo 7 Jon Livingston, Manager of Business Development, Jacobs Engineering Group, Inc. 8 Olivia C. Glenn, Regional Manager, New Jersey Conservation Foundation 9 Tara Chupka (Assistant to John Dougherty) Marcia Perry (Assistant to Kyle Anderson) 10 Joe Quigley Larry Davis 11

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

1 INDEX

2 Page

3 Roll Call 9

4 Report of the CEO - July 2015 11

5 Report of the CFO 33

6 Approval of June 17, 2015 Board Meeting Minutes 38

7 Monthly List of Previously Approved Payments 38 Covering Month of June 2015/Monthly List of 8 Previously Approved Purchase Orders and Contracts of June 2015 9 Approval of Operations & Maintenance Committee 39 10 Minutes of July 1, 2015

11 Adopt Resolutions Approved by Operations & 39 Maintenance Committee of July 1, 2015: 12 DRPA-15-078 Fuel Contract for DRPA & PATCO 13 DRPA-15-079 Contract No. 83330, Supplement 14 Contract for Procurement and Delivery of Highway Rock Salt 15 for DRPA and PATCO Facilities

16 DRPA-15-080 Contract No. BF-41-2014 (R), Ben Franklin Bridge Admini- 17 stration and Annex Building Chiller Replacement Project 18 DRPA-15-081 Contract No. WW-20-2015, Walt 19 Whitman Bridge Suspension Span and Towers Painting 20 DRPA-15-082 Contract No. WW-23-2015, Walt 21 Whitman Bridge Toll Plaza, Substructure, Paving 22 Rehabilitation

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

1 INDEX

2 (continued)

3 Page

4 DRPA-15-083 Construction Monitoring Services for Contract No. 5 WW-23-2015, Walt Whitman Bridge Toll Plaza, Substructure, 6 Paving Rehabilitation

7 DRPA-15-084 Sole Source Contract for General Construction Services 8 for Emergency Work During Papal Visit 9 DRPA-15-085 Sole Source Contract for Rail 10 Construction Services for Emergency Work During Papal 11 Visit

12 DRPA-15-086 Electrical Energy Procurement Consulting Services 13 DRPA-15-087 Verizon Wireless Temporary 14 Lease

15 Approval of Finance Committee Minutes of 41 July 1, 2015 16 Adopt Resolutions Approved by Finance Committee 41 17 of July 1, 2015:

18 DRPA-15-088 Wide Area Network (WAN) Equipment 19 DRPA-15-089 Broker/Consultant for the 20 Bridge Property Damage and Loss of Toll Revenue Program 21 and the Claims-Made Excess Liability Policy 22

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

1 INDEX 2 (continued) 3 Page 4 DRPA-15-090 Amendment to Current DRPA 42 5 Bridge Toll Schedule to Implement Discounted Tolling 6 Program and Certain Passenger Vehicles and Related Actions 7 Approval of Audit Committee Minutes of 51 8 July 8, 2015

9 Approval of Labor Committee Minutes of 52 July 8, 2015 10 Adopt Resolutions Approved by Labor Committee 52 11 of July 8, 2015:

12 DRPA-15-091 Outside Employment

13 Unfinished Business 54

14 New Business

15 DRPA-15-092 Consideration of Pending 54 DRPA Contracts (between 16 $25,000 and $100,000)

17 DRPA-15-093 Appointment of General 54 Counsel 18 DRPA-15-094 Appointment of Inspector 58 19 General

20 Executive Session 63

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

1 INDEX

2 (continued)

3 Page

4 Other Business 63

5 DRPA-15-095 Approval of Authority's Participation in Camden 6 County Improvement Authority (CCIA) Camden Baseball 7 Stadium Restructuring Plan

8 DRPA-15-096 Temporary, Outside Employment

9 Citizens Advisory Committee Report 64

10 Public Comment 64

11 Adjournment 71

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

1 PROCEEDINGS

2 (9:00 a.m.)

3 CHAIRMAN BOYER: If I could ask everyone to

4 please rise for a moment of silence and then the

5 Pledge of Allegiance to the flag.

6 (Pause/Pledge of Allegiance)

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

8 corporate secretary to call roll.

9 MS. MAYOCK: Chairman Boyer?

10 CHAIRMAN BOYER: Present.

11 MS. MAYOCK: Vice Chairman Nash?

12 VICE CHAIRMAN NASH: Here.

13 MS. MAYOCK: General DePasquale?

14 COMMISSIONER DePASQUALE: Here.

15 MS. MAYOCK: Commissioner Moskowitz?

16 COMMISSIONER MOSKOWITZ: Here.

17 MS. MAYOCK: Commissioner Hepkins?

18 COMMISSIONER HEPKINS: Present.

19 MS. MAYOCK: Commissioner Haider?

20 COMMISSIONER HAIDER: Here.

21 MS. MAYOCK: Commissioner White?

22 COMMISSIONER WHITE: Here.

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

1 MS. MAYOCK: Commissioner Fiol-Silva?

2 COMMISSIONER FIOL-SILVA: Present.

3 MS. MAYOCK: Commissioner Lisko?

4 COMMISSIONER LISKO: On the phone.

5 MS. MAYOCK: Thank you. Commissioner

6 DiAntonio?

7 COMMISSIONER DiANTONIO: Here.

8 MS. MAYOCK: Commissioner Fentress?

9 COMMISSIONER FENTRESS: Here.

10 MS. MAYOCK: Commissioner Sweeney?

11 COMMISSIONER SWEENEY: On the phone.

12 MS. MAYOCK: Thank you. That is a quorum,

13 sir.

14 CHAIRMAN BOYER: Thank you, thank you, thank

15 you. I see we have a pretty big crowd today, a little

16 larger than normal. I think they're here for some

17 exciting news that we are scheduled to vote on and

18 take the DRPA into an era of efficiency and

19 transparency. And, I would like to thank Vice Chairman

20 Nash for always keeping us aware that the commuters

21 need the discount back when we're doing well. Thank

22 you for that, Vice Chairman Nash.

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

1 VICE CHAIRMAN NASH: Thank you, Chair.

2 CHAIRMAN BOYER: I would like to thank all the

3 Commissioners that were here, that were a part of all

4 the reforms to bring a new day to the Delaware River

5 Port Authority. Commissioner Dougherty could not be

6 here. He had a funeral to attend. But I talked to

7 him this morning and he wanted to give his regards.

8 As I see the crowd assembled here, I'm very

9 proud today to be the Chair of this Authority because

10 we have, I mean, just great leadership in John Hanson.

11 The team here is great and that's going to be

12 evidenced later on by what I hope to be the passion of

13 what you don't see very often in public agencies and

14 that's giving something back to the consumers. We're

15 very proud of that.

16 With that being said, we have the report of

17 the Chief Executive Officer, John Hanson.

18 MR. HANSON: Thank you, Chairman Boyer.

19 First, I would like to acknowledge a special

20 person who is here with us today. Former New Jersey

21 Commissioner Denise Mason is here with us, and I'd

22 like to acknowledge her presence, and thank her for

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

1 her six years of service, great leadership, and

2 insight.

3 Vice Chairman Nash?

4 VICE CHAIRMAN NASH: Thank you, John, and good

5 morning, everyone. It has been my honor and privilege

6 to work with a woman, formerly a resident of Camden

7 City, who has served on this Board for --

8 MR. HANSON: Six years.

9 VICE CHAIRMAN NASH: -- 1,700 years or so it

10 feels. But she has been an outstanding commissioner.

11 She has been a commissioner who has taken the time --

12 although we are not compensated for this position --

13 she has taken an extraordinary amount of time to learn

14 the agenda before the meetings, to participate at the

15 committee meetings -- in particular the Finance

16 Committee and the Audit Committee where some very

17 difficult decisions that were made; and was directly

18 involved in several of the reforms that we initiated

19 at the DRPA in 2010 and 2011.

20 She took a job in Dallas, Texas, to pursue her

21 career, a great opportunity for her, but she has been

22 a great contributor to this Board. And for those

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

1 reasons, on behalf of Governor Christie, Senate

2 President Steve Sweeney, the New Jersey Commissioners,

3 and I know I can speak for all current and past

4 commissioners, we thank you for your service. I think

5 we have a small token of the Board's appreciation.

6 Denise?

7 (Applause.)

8 VICE CHAIRMAN NASH: One of my favorite

9 photographs from the 1920s -- 1924 -- when the Ben

10 Franklin Bridge was discovered.

11 CHAIRMAN BOYER: You were 12.

12 (Laughter)

13 MS. MASON: I didn't know I was going to have

14 to say anything, but I just want to say that my time

15 spent on the Port Authority Board has been a great

16 experience. I've learned a lot. I came in a very

17 green commissioner in 2010. I think I was the only

18 banker. Everybody else pretty much is attorneys and

19 so I had a big learning curve. But, I learned a lot

20 and I appreciate my time here.

21 The staff has been wonderful; the

22 commissioners have been wonderful; and I really am

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

1 going to miss being here.

2 I appreciate all the well-wishes. I'm sorry

3 that I'm leaving Camden, especially because I am a

4 resident and especially since I'm seeing all the

5 transformation here. So, I'll be back. Thank you

6 very much.

7 (Applause)

8 VICE CHAIRMAN NASH: And, Denise, just

9 remember . . . the Cowboys suck. (Laughter)

10 MR. HANSON: Commissioner Mason, on behalf of

11 my colleagues, the staff at DRPA and PATCO, I would

12 like to convey our appreciation for your years of

13 leadership. Thank you.

14 MS. MASON: Thank you.

15 MR. HANSON: Next, I would like to welcome

16 aboard a new member of the leadership team; the new

17 Director of Corporate Communications, Kyle Anderson,

18 is here with us. Kyle?

19 I have two examples of exemplary stewardship

20 performed by Authority employees. I'm going to go

21 through them. I would ask both employees to stand and

22 when they're done, come forward to have their picture

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

1 taken with the chairman and vice chairman.

2 Since May 29th, DRPA police have taken reports

3 of nine incidents involving vehicles parked at Ferry

4 Avenue, in Camden. In these incidents, vehicle

5 windows were smashed, and electronics and other items

6 were stolen.

7 On June 18th, Dispatcher Courtney McHugh, who

8 was monitoring cameras, observed a suspicious

9 individual approach an SUV and appear to break the

10 window. She immediately notified responding officers

11 of the suspect's description and officers made an

12 arrest several blocks away. Investigators conclude

13 that this is the same individual involved in the

14 previous issues. He has a criminal history and was

15 currently wanted on an active warrant. This excellent

16 work of Dispatcher McHugh played a key role in taking

17 a criminal off the street. Thank you, Dispatcher

18 McHugh.

19 I would also like to commend DRPA Safety

20 Specialist Khalil Christian for a significant

21 accomplishment. Khalil's former job position at the

22 naval yard focused on environmental safety. The DRPA

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

1 safety specialist must have a thorough knowledge of

2 all federal OSHA regulations and training

3 requirements, including the construction industry. In

4 order to fulfill the safety specialist job

5 specification for the development and implementation

6 of safety and health training programs, Khalil needed

7 to broaden his safety skills to include OSHA training,

8 focusing on the construction industry.

9 Khalil recently attended a week-long OSHA 500

10 training course called "OSHA Standards for

11 Construction," conducted by the Chesapeake Bay

12 Regional Safety Council. He scored a perfect 100 on

13 his written exam, as well as a perfect score for his

14 10-minute presentation to the class.

15 Congratulations, Khalil, on this stewardship

16 accomplishment and thank you for your continuing

17 commitment to learning and to helping the employees of

18 the Authority become safer employees.

19 Finally, I'd like to report correspondence

20 that we received from a customer in praise of the

21 actions of the PATCO staff when the entire system lost

22 power in wake of storms on June 23rd.

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

1 "The PATCO staff was outstanding during the

2 delays, yesterday. I was stuck on a train at 8th and

3 Market, at 6 p.m., and the train operator and station

4 attendants were the best I've encountered in handling

5 delays and customers, and I've been riding PATCO for

6 almost 10 years.

7 "They made regular informative announcements,

8 via the conductor, via the PA system, and via station

9 attendants walking through the cars. The station

10 attendants also continued to ask if we were okay and

11 if we needed anything. Their combined, ongoing

12 efforts kept the atmosphere light and calm.

13 "When it began to look like the delay would be

14 longer than expected, they provided information on how

15 to use New Jersey Transit buses to get to PATCO

16 stations. As I left the station, there were many

17 displaced riders at the train station entrance and

18 everyone was calm as a station attendant worked her

19 way through the crowd to help the stranded passengers.

20 "As a long-term PATCO rider, I know the

21 scenario above shows how far PATCO has come in

22 customer service and crisis management. So a big

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

1 thank you to PATCO staff and management."

2 I'd like to ask Khalil and Courtney to come

3 forward for a picture with the chairman and vice

4 chairman.

5 (Pause)

6 I would now like to inform the Board, as I am

7 required under the bylaws, of emergency powers actions

8 that have been taken. Since the last meeting, all

9 emergency powers actions are taken with the approval

10 of the Board chairman and vice chairman.

11 CEO emergency powers authorization was given

12 to remediate properties along the Gateway Park section

13 of the Admiral Wilson Boulevard and prepare a response

14 action outcome, RAO, for each property. Brinkerhoff

15 Environmental Services has submitted a cost proposal

16 for $1.5 million to complete the work. They

17 anticipate completing all work in one year; however,

18 certain sites will be completed sooner. Once RAOs are

19 prepared, the properties will be transferred to the

20 CCMUA.

21 Secondly, an emergency authorization has been

22 given to hire Prime Group Remediation, Inc., in the

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

1 amount of $36,000. They are a sole source vendor who

2 can handle the removal of asbestos from an area above

3 the passenger ceiling of PATCO cars. The majority of

4 the ACM was removed and the remaining portion was

5 encapsulated several years ago. However, some

6 encapsulated asbestos has separated from the car skin

7 and is being removed. The remaining ACM remediation

8 is being done expeditiously.

9 Lastly, under "Emergency Powers,"

10 authorization was given to a communications firm in a

11 contractual amount not to exceed $25,000 for

12 communication services surrounding the Papal visit,

13 the communication of emergent issues, and other

14 communications and messaging services as required.

15 Community Marketing Concepts, Inc. has been

16 recommended for this interim role, and our new

17 Communications Director, Kyle Anderson, will be

18 working with them.

19 That concludes the emergency powers that have

20 been enacted since the last meeting.

21 Under our Vendor Diversity Program, the Office

22 of Business Development and Equal Opportunity, in

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

1 collaboration with the DRPA Purchasing Department,

2 will host a special vendor diversity program event at

3 One Port Center, on Thursday, August 6th, from 8:30

4 a.m. to noon. It will feature an overview of the

5 Vendor Diversity Program and the Authority's

6 procurement process, plus the announcement of a new

7 pilot program for a competitive process involving

8 annual contracts for four frequently purchased

9 commodity specific areas: gloves, fasteners,

10 miscellaneous safety items, and trash bags.

11 This special event demonstrates our ongoing

12 commitment to diversity and inclusion and to equal

13 contracting opportunities for all vendors interested

14 in doing business with the Authority.

15 The Authority continues its rebranding efforts

16 with new mission and vision statements, and a tag line

17 "Stewardship, Service, and Community." Our rebranding

18 initiative is moving full speed ahead. I would like

19 to ask CAO Toni Brown to give us an update on that.

20 MS. BROWN: Yes. Good morning, Commissioners.

21 I last came before you in April to present information

22 about our rebranding efforts. At that point, we were

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

1 in the beginning stages. Since then, we have taken

2 quite a few steps.

3 Internally, the tag line has been added to all

4 Authority paychecks and computer station log-ins; each

5 morning when employees log-in, they see the new tag

6 line and the vision statement. Also, there is a

7 biweekly newsletter, Connections, that the information

8 is also on. The internal website, our e.net, has the

9 information. You also see our vision and also our tag

10 line on all the plasma screens throughout the

11 Authority and also on banners and boards on various

12 floors.

13 Now, externally, the tag line has also been

14 added to all PATCO FREEDOM Cards, to our press

15 releases, and to our e-newsletters, social media,

16 Twitter, Facebook, and Linked-In. We have 22 banners

17 that have been produced in-house by the Walt Whitman

18 Bridge Sign Shop and those signs are now mounted on

19 stands with the mission and vision statements for

20 display at all public meetings and expos. We have

21 informational brochures that have been distributed to

22 all facilities for rack displays. We also have them

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

1 at all the PATCO stations.

2 We have now five new black tablecloths – or,

3 we call them throws -- that we take with us to expos

4 and other public meetings. We have displayed for you

5 up-front what it looks like now when we go out to

6 expos. There are the throws and we have our brochures

7 on display, as well as the mission, vision, and

8 projects banners on display. All of those banners

9 were created for us in-house by the Walt Whitman

10 Bridge Sign Shop.

11 The next steps in this rebranding effort will

12 be to have signage displays on our bridges, welcome

13 and thank you signs, vinyl decals to be displayed in

14 toll booths, also some signage on our DRPA and PATCO

15 vehicles; and we're looking into putting the logo, or

16 at least the "Stewardship, Service, and Community" tag

17 line, on our uniforms.

18 That concludes our efforts at this point.

19 We'll keep you posted. And, again, I also want to

20 say, if there are any commissioners that do want the

21 new business cards, to let me know. I do have the

22 forms and we can take that today from you.

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

1 MR. HANSON: Thank you, Toni. And I'd like to

2 convey my appreciation to you and your rebranding

3 committee, Thaddeus Abbott, Ann DuVall, Maria Mondile,

4 Fritz Sims, and Mike Williams, who have worked

5 collaboratively across DRPA and division lines to move

6 this initiative forward. Very special thanks go to

7 Telete Garrison for taking the lead role in

8 coordinating the many components of this complex and

9 exciting project.

10 Toni, could you now give us a briefing and

11 update on the summer intern project?

12 MS. BROWN: Yes. Good morning, Commissioners.

13 We've also provided you, at your seats, with a

14 directory. This was first provided to the Labor

15 Committee last week and I was asked to provide this to

16 you as a Board.

17 We first want to continue to thank the Board

18 for its support of the 2015 Summer Intern Program.

19 With your support, we've been able to place interns in

20 just about every division, Authority-wide. As a

21 result of your actions on April 1, 2015, -- to clarify

22 very formally, via a resolution, our employment of

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

1 relatives’ policy -- we now were able to help 21 of

2 our employees. So, employee relatives who applied and

3 met all of the screening criteria were placed. We

4 placed 48 interns this year and 21 of the 48 are

5 related to DRPA and PATCO employees.

6 Two things I'd like to reference. We have the

7 directory here that we put together by our Human

8 Resource Services Department. It shows you each and

9 every one of the interns. We have provided this

10 directory to the interns as a networking piece for

11 them. It's been helpful for them and it's helpful for

12 us.

13 Also, the report -- the special, by-the-

14 numbers infographic report -- is an example of some of

15 the work that our summer interns do. This was created

16 by a young man who works in my office with me. And it

17 gives you a glimpse of the program at a glance. It

18 tells you the top six schools that are represented,

19 the number of relatives, where these students have

20 been placed, their majors, and finally, it shows you

21 that this program is run at about $210,000, which is

22 not even a quarter percent of our operating budget.

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

1 This $210,000 includes salary, background checks, drug

2 and alcohol screening, and the uniforms that the young

3 men and women are required to wear as part of their

4 work. And that concludes the report.

5 MR. HANSON: All of the summer interns are in

6 places where they are making significant contributions

7 to the organization.

8 The Papal visit. At this time, I would like

9 to ask Mr. Rink to update us on planned PATCO service

10 and fares during the Papal visit.

11 MR. RINK: Thank you, Mr. Hanson.

12 Commissioners, starting next week, our website

13 will go live for our one-day and two-day passes.

14 Customers interested in buying tickets can do it

15 online or at our FREEDOM Card center at Broadway

16 Station. As the Board approved last month, it's a $5

17 one-day pass or a $10 two-day pass. So, those tickets

18 go on sale next week. Our existing FREEDOM Card

19 holders will be able to use their FREEDOM Cards the

20 day of the event.

21 In regards to service, as published, on the

22 day -- the Pope's visit is on Saturday and Sunday.

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

1 PATCO will be running express service from four of our

2 stations: Lindenwold, Woodcrest to Ferry Avenue and

3 Broadway, directly into 9th and 10th Street Station in

4 Philadelphia. The trains will run every 16 minutes

5 out of these stations -- direct, nonstop -- and we

6 will be having a train arrive at 9th and 10th every

7 four minutes.

8 MR. HANSON: And consistent with what other

9 transit entities are doing, we will not be selling

10 tickets on the day of the event; so, service will only

11 be available to existing FREEDOM Card holders or those

12 who purchase these special FREEDOM Cards online.

13 At this time, I'd like to ask the Director of

14 Information Services, Kevin LaMarca, to provide an

15 update on our Enterprise Resource Planning, or ERP,

16 Project.

17 MR. LaMARCA: Thanks, John. Good morning, Mr.

18 Chairman, Vice Chairman, and Commissioners.

19 The ERP project is moving along well. This

20 month we've had a lot of focus on training. We

21 identified a need for basic computer training early on

22 a few months ago, so over the past month, we've been

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

1 conducting Computer 101 training. This system will be

2 utilized by every single employee, so it was important

3 that every single employee of the Authority receive

4 some sort of basic computer training.

5 We are also conducting tablet training. Some

6 of the employees will be using tablets when they work

7 out in the field. There is also a significant amount

8 of ERP-related training being scheduled for the months

9 of August, September, and October, including SAP basic

10 navigation training and SAP transactional training.

11 We are identifying DRPA and PATCO staff who will be

12 trainers and train their fellow co-workers in these

13 areas. This "Train the Trainer Program" will enable

14 us to retain SAP knowledge within the Authority,

15 rather than using consultants to train our staff on

16 how to use SAP.

17 Aside from training, we also have two upcoming

18 major milestones for the project kicking off this

19 month or within the next few weeks -- user acceptance

20 testing and also payroll parallel testing. The user

21 acceptance testing: during this phase, DRPA and PATCO

22 employees will test SAP for a third time with the goal

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

1 of ensuring the current configuration of SAP meets the

2 needs of the Authority. If so, the Authority will

3 sign-off on the system, which is designed for go-live

4 later this year.

5 For payroll parallel, we are also starting

6 that. The purpose of payroll parallel is to run

7 payroll in parallel with SAP in our current systems,

8 and compare the actual pay to that calculated during

9 the same period through our current systems -- Banner

10 and Unisys -- to ensure that SAP meets the needs of

11 the Authority. Thank you.

12 MR. HANSON: Thank you, Kevin.

13 PATCO Car Overhaul Project. I'd like to ask

14 Chief Engineer Mike Venuto and General Manager John

15 Rink to provide an update on the Car Overhaul Project.

16 MR. VENUTO: Good morning, Commissioners. Our

17 first 12 cars have been accepted and have been put

18 into revenue service. We expect two more additional

19 cars to be accepted and put into service this week.

20 We also have Cars 15 and 16, an 8th married pair that

21 have been delivered to Lindenwold and will undergo

22 their initial testing.

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

1 We encountered very few problems along the

2 line. We had an issue last week with a wiring short

3 that the contractor has since corrected. We have made

4 those corrective actions on all of the 16 cars, and

5 found the root cause of that problem. The car builder

6 is starting to ramp up their production and we expect

7 our next set of married pair to come down in the next

8 three or so weeks. And then from there, we expect

9 four married pair a month.

10 MR. HANSON: John, anything to add?

11 MR. RINK: I'd just add, currently, with our

12 existing fleet, we have 84 of our legacy, or existing

13 cars; and now, with the Alstom cars, we have 16; so

14 currently we have 100 cars on site and Alstom has 20.

15 As Mike had mentioned, in mid-August the next

16 two cars will be down here for conditional testing.

17 As we go through the process, from this point on, two

18 cars will be delivered and we will send two cars to

19 Alstom. So from this point on, we would have 100 cars

20 available for service.

21 MR. HANSON: Thank you. Mike, John, can you

22 continue with the status update on the Ben Franklin

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

1 Bridge Track Rehab Project?

2 MR. VENUTO: Yes, sir. Track 1 work has been

3 completed; not only the track and the rail, but also

4 the electric power and the signal work.

5 We took Track 2 as a continuous outage;

6 started on July 6th and the summer outage will go

7 through September 6th. So, we're now working on

8 electrical power, signaling and wiring, some

9 miscellaneous painting and structural steel, and then

10 removing the under bridge platform -- the work

11 platform. The project is scheduled to be complete by

12 the end of this year.

13 MR. HANSON: Thank you.

14 John, anything to add?

15 MR. RINK: With the continuous outage that we

16 gave the contractor this summer, the job will finish

17 four to five months earlier than anticipated, which

18 will mean less issues for our customers and we can get

19 back to our normal schedule sooner than later.

20 MR. HANSON: Great, thank you.

21 Franklin Square update. Mike, John, you're up

22 again for Franklin Square.

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

1 MR. VENUTO: Yes. So, we recently updated the

2 study to reopen Franklin Square. The study that we

3 undertook updated all the capital cost to open the

4 station. Internally, we updated and looked at the

5 operating cost to reopen the station.

6 With the capital cost and the operating cost

7 identified, last month we submitted a grant

8 application for $26.2 million for the estimated cost

9 and reopening of the station. We expect to hear

10 sometime in the fall.

11 We have prepared a draft schedule. We

12 prepared a draft advertisement for qualifications for

13 professional engineering companies to look at

14 reopening the station. The project will be on the

15 agenda for the O&M meeting in August to look at the

16 direction moving forward with this project.

17 MR. HANSON: John?

18 MR. RINK: Nothing more to add to Mike's

19 report.

20 MR. HANSON: Great. For anyone who hasn't

21 heard, buying a PATCO ticket is now easier than ever.

22 PATCO passengers can now use debit and credit cards,

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

1 as well as cash, to purchase paper tickets. This

2 option will make travel much easier for casual riders

3 who sometimes arrive at our stations with little or no

4 cash in their pockets, expecting to pay

5 electronically. The majority of our regular customers

6 enjoy the convenience of the prepaid FREEDOM smart

7 card. Implementing this change is consistent with our

8 strategic goal of providing customer-oriented,

9 technologically advanced solutions that meet passenger

10 needs and expectations. And special thanks to PATCO

11 Director of Fare Collections, Kathleen Imperatore, who

12 championed this initiative and who did the analytical

13 cost/benefit analysis that made it happen.

14 Wi-Fi. Comcast has begun its installation of

15 conduit and hardware to offer Wi-Fi at all PATCO

16 stations and in the subway tunnels. We hope to have

17 this service available to our customers by the end of

18 August.

19 Mr. Chairman, that concludes the verbal

20 comments to my CEO Report.

21 CHAIRMAN BOYER: Does anyone have any

22 questions for the CEO Report?

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

1 No questions. I'll entertain a motion to

2 accept the CEO's Report.

3 COMMISSIONER DiANTONIO: So moved.

4 CHAIRMAN BOYER: Second?

5 COMMISSIONER HAIDER: Second.

6 CHAIRMAN BOYER: All in favor?

7 ALL: Aye.

8 CHAIRMAN BOYER: All opposed?

9 Ayes have it.

10 Now, we'll have the Report of the Chief

11 Financial Officer, Jim White.

12 MR. WHITE: Good morning, Mr. Chair.

13 CHAIRMAN BOYER: Good morning, Mr. White.

14 MR. WHITE: Before I give you some brief

15 remarks on the financials, I wanted to call to your

16 attention the 2014 Annual Report, which each of you

17 hopefully received a copy of this morning. There are

18 a lot of people whose efforts are important in terms

19 of us publishing the Annual Report. I actually got

20 these copies late yesterday, so I want to particularly

21 thank Fritz Sims and his printing group for expediting

22 the printing of this.

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

1 David Aubrey was important in terms of

2 overseeing the audit; also John Lotierzo, Director of

3 Finance at PATCO, was very important in this regard;

4 also Darcie DeBeaumont, who is Acting Manager. They

5 basically oversaw the audit. In addition, Mike

6 Williams and Jennifer DePoder were responsible for

7 pulling together the final report, the result of some

8 input from Fran O'Brien and others. Jen made a filing

9 to the GFOA hours before the deadline. Thank you,

10 Jen. Jen is in the back of the room. Thank you for

11 your efforts. And we filed for the GFOA award. We've

12 won that award 22 years in a row, so we hope to get

13 good news on that.

14 In addition, there was some mention of the

15 summer interns. If you look at the back of the

16 report, you'll actually see that we gave some

17 acknowledgement to Michael Peiffer, who helped us as a

18 summer intern and compiled some of the data relating

19 to the annual report. We're very thankful for that

20 summer intern.

21 If we can turn quickly to the DRPA dashboard.

22 I'll primarily just look at the summary here -- the

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

1 year to date summary sheet -- which I think really

2 gives you a pretty good capture of what's going on

3 with the Authority.

4 We look very, very good in terms of bridge

5 traffic and I expect that in May and June we will

6 still be better than 2014. As you can see, year-to-

7 date through April, our numbers are 2.82 percent above

8 budget; so we're doing well in traffic. Again, we had

9 a light snow season, so the new traffic numbers really

10 reflect that.

11 In terms of bridge revenues, we are 4.8

12 percent above budget. What that translates to is,

13 DRPA toll revenues are roughly $3.5 million greater

14 than last year. Again, the snows did not impact us as

15 much as they did last year. And related to the

16 budget, we are roughly $4.3 million above what we

17 budgeted for this year. So, both our traffic and our

18 revenues are doing very, very well this year;

19 partially due to some traffic growth, partially due to

20 the fact that the inclement weather did not impact us

21 as much as usual.

22 In terms of the operating budget at DRPA, we

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

1 are well below budget at this point. We do always

2 tend to see that that number gets closer to the 95

3 percent of budget number toward the end of the year,

4 but we are running very well as a result of

5 maintaining our costs in terms of the DRPA operating

6 budget.

7 On the capital budget, we are starting to see

8 expenditures increase. You'll see that in the current

9 month, we are pretty close to budget. Year-to-date,

10 we're roughly around 51 percent of the budget. I just

11 wanted to note that in the Operations Committee agenda

12 packet there is a report that Engineering Chief Mike

13 Venuto puts out, called the "Program Performance

14 Report," which gives you some key information about

15 the major capital projects and their expenditures

16 year-to-date. So that's something that you may want

17 to refer to.

18 In terms of PATCO ridership and revenues,

19 we're being impacted somewhat from the snow in the

20 beginning of the year and also, the Track Rehab

21 Project has had impact on those numbers. We're around

22 4.4 percent under budget in terms of the ridership and

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

1 revenues still are trailing by roughly 3.2 percent.

2 In terms of the PATCO operating budget, it's

3 around ten (10) percent, year-to-date under; actual

4 expenditures are ten (10) percent under the budget.

5 Operating ratio is improving. The final thing here is

6 the PATCO on-time performance. Again, it is improving

7 in the current month. In the dashboard, April was 98

8 percent and the year-to-date average was 97.4 percent.

9 John, anything you want to add to that, or

10 John Rink?

11 MR. RINK: Thank you, Jim, the Commissioners.

12 As listed in my General Manager's Report, for

13 the month of June, our on-time performance had dropped

14 to 93.24 percent. That was a result of the loss of

15 power due to the June 23rd storm. If we remove those

16 trains that were affected -- there were 179 trains we

17 could not run -- our on-time performance would have

18 been 96.94 percent. Year-to-date, our on-time

19 performance would be 97.39 percent, close to our 98

20 percent goal.

21 MR. WHITE: Thank you, John.

22 The final thing I would just like to bring to

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

1 your attention is, I've been talking about a swap

2 novation transaction for a number of months. Our goal

3 is to replace our current swap counterparty with one

4 or two new counterparties. We expect that transaction

5 to happen later today or within the next few days.

6 That concludes my report.

7 CHAIRMAN BOYER: Thank you.

8 Any questions on the CFO report?

9 There being none, I'm going to ask for

10 approval of the June 17, 2015 DRPA Board minutes. Can

11 I get a motion?

12 COMMISSIONER FENTRESS: Move the motion.

13 COMMISSIONER DiANTONIO: Second.

14 CHAIRMAN BOYER: All in favor?

15 ALL: Aye.

16 CHAIRMAN BOYER: All those opposed?

17 Ayes have it.

18 We have a monthly list of previously approved

19 payments and a monthly list of previously approved

20 purchase orders and contracts covering the month of

21 June 2015. I'll accept a motion to receive and file

22 the monthly list of previously approved payments and

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

1 monthly list of previously approved purchase orders

2 and contracts.

3 COMMISSIONER HAIDER: So moved.

4 CHAIRMAN BOYER: Second?

5 COMMISSIONER HEPKINS: Second.

6 CHAIRMAN BOYER: All in favor?

7 ALL: Aye.

8 CHAIRMAN BOYER: All opposed?

9 Ayes have it.

10 Approval of the Operations & Maintenance

11 Committee meeting minutes of July 1, 2015.

12 COMMISSIONER FENTRESS: Move the motion.

13 COMMISSIONER HEPKINS: Second.

14 CHAIRMAN BOYER: All in favor?

15 ALL: Aye.

16 CHAIRMAN BOYER: All opposed?

17 Ayes have it.

18 Adopt resolutions approved by the Operations &

19 Maintenance Committee of July 1, 2015. There are ten

20 (10) items from the Operations & Maintenance Committee

21 for consideration of approval. They are as follows:

22 DRPA-15-078, fuel contract for DRPA and PATCO;

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

1 DRPA-15-079, Contract Number 83330,

2 supplemental contract for procurement and delivery of

3 highway rock salt for DRPA and PATCO facilities;

4 DRPA-15-080, Contract Number BF-41-2014, Ben

5 Franklin Bridge Administration and Annex Building

6 Chiller Replacement Project;

7 DRPA-15-081, Contract Number WW-20-2015, Walt

8 Whitman Bridge suspension span and tower painting;

9 DRPA-15-082, Contract Number WW-23-2015, Walt

10 Whitman Bridge toll plaza, substructure, paving

11 rehabilitation;

12 DRPA-15-083, construction monitoring services

13 for Contract Number WW-23-2015, Walt Whitman Bridge

14 toll plaza, substructure, paving rehabilitation;

15 DRPA-15-084, sole source contract for general

16 construction services for emergency work during Papal

17 visit;

18 DRPA-15-085, sole source contract for rail

19 construction services for emergency work during Papal

20 visit;

21 DRPA-15-086, electrical energy procurement

22 consulting services; and

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

1 DRPA-15-087, Verizon Wireless temporary lease.

2 I'll take a motion for all ten (10).

3 COMMISSIONER FENTRESS: Move the motion.

4 CHAIRMAN BOYER: Any questions?

5 Can I get a second?

6 COMMISSIONER HEPKINS: Second.

7 CHAIRMAN BOYER: All in favor?

8 ALL: Aye.

9 CHAIRMAN BOYER: All opposed?

10 Ayes have it.

11 Approval of the Finance Committee meeting

12 minutes of July 1, 2015.

13 COMMISSIONER HAIDER: So moved.

14 CHAIRMAN BOYER: Second?

15 COMMISSIONER MOSKOWITZ: Second.

16 CHAIRMAN BOYER: All in favor?

17 ALL: Aye.

18 CHAIRMAN BOYER: All opposed?

19 Ayes have it.

20 Adopt resolutions approved by the Finance

21 Committee. There are three items for consideration.

22 They are as follows:

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

1 DRPA-15-088, wide area network equipment; and

2 DRPA-15-089, Broker/Consultant for Bridge

3 Property Damage and Loss of Toll Revenue Program and

4 the Claims-Made and Excess Policy.

5 I'm going to do those two together; then I'll

6 do the next one, separately. Can I get a motion for

7 those two?

8 COMMISSIONER DePASQUALE: So moved.

9 CHAIRMAN BOYER: Can I get a second?

10 COMMISSIONER FENTRESS: Second.

11 CHAIRMAN BOYER: All in favor?

12 ALL: Aye.

13 CHAIRMAN BOYER: All opposed? Okay.

14 And the last one is an amendment to the

15 current DRPA bridge toll schedule in order to

16 implement a discount tolling program on certain

17 passenger vehicles and related actions. This

18 authorizes -- this amendment authorizes the current

19 DRPA bridge toll schedule to include discount tolling

20 for certain passenger vehicles making minimum numbers

21 of toll crossings over DRPA bridges and related

22 actions.

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

1 This resolution amends the current DRPA bridge

2 toll schedule and provides a discounted tolling

3 program for a period of three years beginning on or

4 before December 1, 2015, for those passenger vehicles

5 utilizing E-ZPass transponders and making a minimum of

6 eighteen (18) toll crossings over the DRPA bridges per

7 calendar month.

8 Do I have any comments on that?

9 VICE CHAIRMAN NASH: Yes, Chairman. Thank

10 you. It is time to lower the tolls to benefit our

11 frequent bridge commuters. I want to thank the

12 administration, John Hanson, Jim White, and so many

13 others who were part of the management team over the

14 past several years, and especially the men and women

15 who are the employees of this Authority, who have made

16 great sacrifices over the past years.

17 In 2010, this Board enacted several reforms

18 that changed the direction of the Authority and the

19 direction of this Board. As a consequence of those

20 changes, the great leadership of our administration

21 and the hard work of the employees, we were able to

22 set a course that put this Authority in an outstanding

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

1 financial position. That has been reflected not just

2 by me, but through our audits and also by statements

3 made by the Wall Street rating agencies.

4 We are one of the few authorities that are

5 paying most of our liabilities back and we have begun

6 to repay some of our debt, especially some of the swap

7 transactions of several years ago. And because of

8 that, we are now in a position to benefit our most

9 frequent bridge commuters and that is a tribute to

10 everyone who has worked so hard to make that a

11 reality.

12 Once again, I want to thank John Hanson, his

13 team, and the employees for giving our customers --

14 our bridge customers -- that benefit.

15 CHAIRMAN BOYER: I would like to recognize

16 Auditor General DePasquale, who absolutely has been a

17 yeoman in this. He was voted into office by the

18 voters of the Commonwealth of Pennsylvania to be our

19 Auditor General and I would like to get his comments

20 on this.

21 COMMISSIONER DePASQUALE: Thank you, Chairman.

22 First of all, to John, and your team, and the entire

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

1 staff of the Authority, it's great work by your team.

2 The Board sets the policy, but your team is

3 implementing it and all of your team should be

4 commended for this.

5 I want to commend, certainly, Chairman Boyer

6 and Vice Chairman Nash for their work here; also your

7 predecessors for their great work. 2010 was a big

8 turning point and I think both Republican and

9 Democratic governors of both New Jersey and

10 Pennsylvania, both current and previous, deserve

11 credit, as does Senate President Sweeney for his

12 leadership in this.

13 I know sometimes these things cannot always

14 get through the message of what happens, but this is

15 really about giving the working men and women of

16 southeast Pennsylvania and southern Jersey a little

17 bit of a break. Some people will say it's not a lot

18 of money; but for the hardworking men and women, it’s

19 a little bit of a break. In these tough economic

20 times, where you're seeing so many other prices go up

21 for them, we're one of the few entities anywhere in

22 the country that's actually lowering the cost. It

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

1 gives people a little bit of a break, a little bit of

2 a breathing room.

3 And for that, again, thanks to the staff and

4 the leadership here for making that happen. It shows

5 that when you're willing to make the tough choices and

6 the sacrifices that this Board has made -- before I

7 got here and continuing when I did get here -- it can

8 pay off in the long run. So, thank you for your

9 leadership.

10 But, again, this is about giving the working

11 men and women of this region just a little bit of a

12 break. It doesn't solve all the problems. It gives

13 them a little bit of a break and that's a good thing.

14 CHAIRMAN BOYER: Any other commissioners have

15 any comments? Does anyone from the public have

16 comments? I'm told that we have a public comment?

17 Yes, you can go up to the mic. Make your way

18 to the mic, sir.

19 MR. DAVIS: Good morning. My name is Larry

20 Davis. I'm just about on the Citizens Advisory

21 Committee for the DRPA. I haven't had my final

22 interview yet. I have questions and concerns about

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

1 this frequent commuter discount and giving back to the

2 men and women of New Jersey and Pennsylvania, and all

3 that, but not including PATCO.

4 I don't know. There has been talk about the

5 drivers on the bridge being the best customers. I

6 don't know why that doesn't include PATCO as being

7 good customers. There are six PATCO New Jersey

8 stations that commute into Pennsylvania that already

9 pay more per daily commute -- is something funny over

10 there, Mr. Nash? Am I not getting your attention?

11 VICE CHAIRMAN NASH: I was talking to the

12 Chairman about your issue.

13 MR. DAVIS: Okay. Excuse me, okay. There are

14 six stations in New Jersey that commute into

15 Pennsylvania that already pay more per daily commute

16 than people who drive over the bridges. In the month

17 of May, that averaged out to over 14,000 riders a day

18 that pay more than $5 a day to drive into New Jersey.

19 A frequent commuter discount should include all DRPA

20 customers. Community is part of your new tag line.

21 PATCO, by definition, is part of that community.

22 Having a discount that would incentivize

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

1 driving would increase traffic, increase congestion,

2 increase parking problems in the city, and probably

3 also lower ridership on PATCO. So any discount for

4 frequent commuters, in my opinion and many others,

5 should also include PATCO.

6 VICE CHAIRMAN NASH: Mr. Davis, I think you

7 and I share a passion for PATCO. Over the past

8 several years, this Authority has invested to

9 rehabilitate and revitalize all the stations. We have

10 completely changed the fare collection system. We

11 have invested millions and millions of dollars on pole

12 and track rehabilitation. We have instituted the

13 Transit Ambassadors Program. We're about to open the

14 Franklin Square Station. And we are paying

15 $300 million -- or about $180 million to $300 million

16 -- for new cars. The PATCO ridership fare, on

17 average, is lower than that of New Jersey Transit and

18 some of the SEPTA lines of equal distance.

19 As a matter of economy, PATCO runs at a fifty

20 (50) percent cost deficit that is supplemented by the

21 bridge commuters. This year in particular, with about

22 a $50 million capital investment in PATCO, the bridge

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

1 commuters are supplementing the PATCO cost by

2 $80 million.

3 While I would certainly support giving some

4 break, a similar break to commuters of PATCO, at some

5 point -- as I have for many, many years -- I think the

6 economies do not justify it at this particular time

7 because of the investment that is being made.

8 MR. DAVIS: Your comments about New Jersey

9 Transit and SEPTA, I'm not aware about New Jersey

10 Transit, but I know SEPTA does offer a frequent

11 discount for people who buy monthly or weekly passes.

12 You travel X amount of times for a certain period, you

13 get a discount.

14 VICE CHAIRMAN NASH: That is true. However,

15 the cost even after the discount, on average, of

16 SEPTA --

17 MR. DAVIS: Cost per rider, I don’t think is

18 the issue. As far as the commuter issue, that's your

19 business. That's not our business. Giving a frequent

20 commuter discount should include all members of the

21 DRPA community. It should not be selective. It would

22 be detrimental to the region to put more cars on the

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

1 road and take more people off trains.

2 CHAIRMAN BOYER: Thank you, sir. Point well

3 taken.

4 MR. DAVIS: Also, if I can make one more

5 comment?

6 Excuse me, sir, I'm sorry.

7 CHAIRMAN BOYER: Brief, yes.

8 MR. DAVIS: This was not -- at last week's

9 Citizens Advisory Committee, there were not enough

10 people to vote on this, so we did not have enough time

11 to discuss review and make recommendations to the

12 Board because this was put up at the last minute.

13 VICE CHAIRMAN NASH: If I could just -- the

14 predecessor Chairman to the Citizens Advisory Board,

15 Jonathan Latko, came to this Board prior to your

16 involvement and explicitly requested that this Board

17 consider a bridge commuter discount.

18 MR. DAVIS: Do you know when that was?

19 VICE CHAIRMAN NASH: I don't recall the

20 specific date.

21 MR. DAVIS: So, it was not the current Board.

22 VICE CHAIRMAN NASH: The current -- it's the

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

1 same Citizen --

2 MR. DAVIS: The current CAC Board and it was

3 not the current CAC Board Chairman, correct?

4 CHAIRMAN BOYER: All right, point very well

5 taken. We're not going to litigate the past right

6 here.

7 If there's no further comment from the public

8 or commissioners, I'll entertain a motion for the

9 commuter discount.

10 COMMISSIONER FENTRESS: Move the motion.

11 CHAIRMAN BOYER: Can I get a second?

12 COMMISSIONER DiANTONIO: Second.

13 CHAIRMAN BOYER: All those in favor?

14 ALL: Aye.

15 CHAIRMAN BOYER: All those opposed?

16 Ayes have it. We have a new commuter discount

17 on our bridges. Congratulations.

18 Approval of the Audit Committee meeting

19 minutes of July 8, 2015.

20 COMMISSIONER DePASQUALE: So moved.

21 CHAIRMAN BOYER: Second?

22 COMMISSIONER DiANTONIO: Second.

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

1 CHAIRMAN BOYER: All in favor?

2 ALL: Aye.

3 CHAIRMAN BOYER: All opposed?

4 The ayes have it.

5 Approval of the Labor Committee minutes of

6 July 8, 2015.

7 COMMISSIONER DiANTONIO: So moved.

8 CHAIRMAN BOYER: Second? Can I get a second?

9 COMMISSIONER HEPKINS: Second.

10 CHAIRMAN BOYER: All in favor?

11 ALL: Aye.

12 CHAIRMAN BOYER: All opposed?

13 Ayes have it.

14 Adopt resolutions approved by the Labor

15 Committee of July 8, 2015. There is one item the

16 Labor Committee has for consideration, outside

17 employment.

18 Toni Brown?

19 MS. BROWN: Okay, yes. Good morning.

20 CHAIRMAN BOYER: Good morning.

21 MS. BROWN: The Authority has a policy in

22 place for outside employment. Whenever employees are

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

1 looking to engage in outside employment, they must

2 seek approval from their supervisor and the CEO. For

3 directors and above, they are required to get Board

4 approval. And so, these individuals have requested

5 approval from the Board; they were approved at the

6 Labor Committee after it was determined by their

7 supervisors that this outside work would not conflict

8 with their duties at the DRPA or PATCO and would not

9 be a conflict of interest in any way.

10 Those individuals are: Kristen Mayock -- it's

11 noted for you in the resolution and summary statement

12 -- Kristen Mayock, Acting General Counsel and

13 Corporate Secretary; Michael Conallen, who is our

14 Deputy Chief Executive Officer; Michael Venuto, who is

15 the Chief Engineer; William Shanahan, our Director of

16 Government Relations; Jack Stief, who serves as our

17 Police Chief; and also, Stephen Holden, who is our

18 Deputy General Counsel. All requests have been deemed

19 appropriate and approved at management level and also

20 at the Labor Committee level.

21 CHAIRMAN BOYER: Can I get a motion?

22 COMMISSIONER DiANTONIO: So moved.

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

1 CHAIRMAN BOYER: Second?

2 COMMISSIONER HAIDER: Second.

3 CHAIRMAN BOYER: All those in favor?

4 ALL: Aye.

5 CHAIRMAN BOYER: All opposed?

6 Ayes have it.

7 Are there any items for unfinished business

8 for the DRPA Board?

9 New business. There are three items in new

10 business for consideration of approval. They are as

11 follows:

12 DRPA-15-092, consideration of pending DRPA

13 contracts between $25,000 and $100,000. Can I get a

14 motion?

15 COMMISSIONER FENTRESS: Move the motion.

16 CHAIRMAN BOYER: And a second?

17 COMMISSIONER HEPKINS: Second.

18 CHAIRMAN BOYER: All those in favor?

19 ALL: Aye.

20 CHAIRMAN BOYER: All opposed?

21 Ayes have it.

22 DRPA-15-093, appointment of General Counsel.

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

1 Ms. Brown, could you talk about the process of the

2 choosing the General Counsel?

3 MS. BROWN: Yes. The position of General

4 Counsel was posted for the period April 27 to May 8,

5 2015. In addition to advertising this position

6 vacancy on DRPA's website, the posting also appeared

7 on numerous job boards; twenty-four (24) to be exact.

8 We placed print ads in the Courier-Post and the

9 Philadelphia Inquirer, and we posted the position

10 online in the Washington Post and New York Times.

11 We received 80 applications. Applicants were

12 screened for the following criteria. We were looking

13 for at least 20 years of legal experience, with a

14 focus on litigation, and including labor and

15 employment law, contracting, real property conveyance,

16 public corporate law, and other corporate procedures.

17 We were looking for someone who was a member of the

18 New Jersey and Pennsylvania Bars, who had demonstrated

19 experience managing a group of attorneys and who had

20 solid investigation and negotiation skills.

21 Based on these criteria, CEO Hanson and I

22 interviewed three individuals. We recommended to the

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

1 Labor Committee that they consider Raymond Santarelli,

2 of Bluebell, Pennsylvania, for General Counsel and

3 Corporate Secretary. After careful review, the

4 Committee recommended Mr. Santarelli to be the General

5 Counsel and Corporate Secretary.

6 Mr. Santarelli is currently a shareholder in

7 the law firm of Elliott Greenleaf. As a partner in

8 the law firm, he has experience managing lawyers,

9 assigning cases, and ensuring that expectations are

10 met. He possesses solid experience representing

11 numerous governmental entities, where he gained

12 significant experience managing outside counsel.

13 He has experience with matters before the

14 Equal Employment Opportunity Commission, and is well

15 versed in matters pertaining to Title VII, the FMLA,

16 the ADEA, and ADA claims. In fact, during his

17 interview, he told us that he had tried and won an age

18 discrimination claim in federal court. He has handled

19 complex legal issues, which include a health care

20 provider case and a wage and hour case.

21 Mr. Santarelli presently serves as the Hearing

22 Committee member on the Disciplinary Board of the

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

1 Supreme Court of Pennsylvania. In that capacity, he

2 hears cases and reviews files concerning attorneys

3 accused of misconduct. He serves on this Board on a

4 voluntary, unpaid basis.

5 During his interview, Mr. Santarelli told us

6 that to be effective as a general counsel, one must

7 provide timely advice and counsel to the Board and

8 staff, and actively manage litigation. He told us

9 that the General Counsel must be able to handle

10 himself in all situations and remain poised and

11 focused under pressure. He described his management

12 style as hands-on. He wants his employees to be -- to

13 perform to the best of their abilities and is willing

14 to provide the necessary coaching to help them develop

15 professionally. He works collaboratively and seeks --

16 is very comfortable seeking input from stakeholders.

17 These skills, coupled with his extensive legal

18 acumen and management experience, elevated him to the

19 top candidate for the position of General Counsel and

20 Corporate Secretary. Mr. Santarelli looks forward to

21 the opportunity to serve in both capacities.

22 CHAIRMAN BOYER: With that being said, can I

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

1 get a motion to approve the General Counsel?

2 COMMISSIONER HEPKINS: Mr. Chairman, I so

3 move.

4 CHAIRMAN BOYER: Can I get a second?

5 VICE CHAIRMAN NASH: Second.

6 CHAIRMAN BOYER: All in favor?

7 ALL: Aye.

8 CHAIRMAN BOYER: All opposed?

9 The ayes have it. Welcome, Raymond. I met

10 Raymond. He is --

11 (Applause)

12 CHAIRMAN BOYER: Raymond is a top-notch

13 professional and, as Toni noted in his bio, has

14 unparalleled legal experience. We look forward to you

15 helping us to move forward with our goals and our

16 vision. Thank you.

17 MR. SANTARELLI: Thank you, Mr. Chairman.

18 CHAIRMAN BOYER: And now we have DRPA-15-094,

19 appointment of Inspector General.

20 Ms. Brown, again.

21 MS. BROWN: Yes. For the Inspector General

22 process, we posted this position vacancy from

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 59

1 November 5, to December 5, 2014. Once again, in

2 addition to advertising this position on the DRPA

3 website, the posting appeared on numerous job boards

4 -- online job boards. We placed print ads for this

5 position in the Courier-Post and the Philadelphia

6 Inquirer, and, once again, posted the position online

7 with the Washington Post and the New York Times.

8 For this position, we received 73

9 applications. Applicants responded to a series of

10 questions designed to get more information about their

11 management-level experience, their ability to work

12 with executive-level stakeholders, and a record

13 demonstrating integrity, objectivity, independence,

14 judgment, and confidentiality in all professional

15 engagements.

16 We were looking for someone with strong

17 expertise in conducting investigations, with an

18 emphasis on conducting and managing complex

19 investigations involving allegations of fraud, theft,

20 deception, waste, abuse, and conspiracy. We were also

21 looking for someone with knowledge about government

22 auditing standards.

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 60

1 The process that we followed was as follows.

2 After a thorough review, we developed a short list of

3 our top ten (10) candidates, four (4) of whom either

4 declined to be interviewed because they had already

5 accepted work elsewhere or failed to show up for the

6 interview. This left the staff with six individuals

7 to be interviewed.

8 After interviewing those six candidates, CEO

9 Hanson and I recommended that four candidates be

10 interviewed by the Board's Audit Committee. The Audit

11 Committee narrowed the pool of candidates to three

12 and, after very careful consideration, recommends

13 David Gentile, of Laurel Springs, New Jersey, for this

14 position.

15 Mr. Gentile is a retired FBI special agent.

16 After retiring from the FBI, he directed labor

17 relations for the Pennsylvania Convention Center and

18 was an executive for an Atlantic City casino

19 management company. Mr. Gentile previously served as

20 the chief compliance officer at the Pennsylvania

21 Turnpike Commission. There, he directed audit and

22 advisory service operations and was responsible for

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 61

1 numerous investigations. After he left the Turnpike

2 Commission, he continued to serve them as a

3 consultant.

4 Currently, he is president and CEO of Protocol

5 Security Partners, which specializes in criminal

6 investigations, training, and consulting services.

7 Upon appointment and approval to the position of

8 Inspector General, he has advised that he will

9 immediately divest his interest in this company.

10 During the interview process, Mr. Gentile told

11 us that one of his top priorities will be to outline a

12 clear process to be followed when conducting audits

13 and investigations. Although he will be sensitive to

14 issues pertaining to fraud and waste, he feels that

15 the Inspector General's office is here to help

16 departments and provide oversight to help make things

17 better. He looks forward to working with the Audit

18 Committee and with members of the Board.

19 The Audit Committee was duly impressed with

20 Mr. Gentile's background, his accomplishments, and

21 particularly his work at the Pennsylvania Turnpike

22 Commission. They also found him to have strong

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 62

1 leadership and communication skills.

2 CHAIRMAN BOYER: With that being said, I'll

3 entertain a motion.

4 COMMISSIONER FENTRESS: Move the motion.

5 CHAIRMAN BOYER: Second?

6 COMMISSIONER HAIDER: Second.

7 CHAIRMAN BOYER: All in favor?

8 ALL: Aye.

9 CHAIRMAN BOYER: All opposed?

10 Ayes have it.

11 And, David Gentile, welcome.

12 (Applause)

13 CHAIRMAN BOYER: I had a very pleasant

14 experience with Dave in an adversarial situation.

15 Dave was the labor broker at the Pennsylvania

16 Convention Center and he came there in some trying

17 times. He always was fair. You didn't always get

18 your way, but a ball was a ball and a strike was a

19 strike; and a ball was a ball and a strike was a

20 strike for everyone, fairly and consistently. He is a

21 man of high integrity and high honor. I thank you

22 Dave and welcome you, today.

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 63

1 MR. GENTILE: Thank you, Mr. Chairman, members

2 of the committee, and to all the staff. Thank you all

3 very much.

4 CHAIRMAN BOYER: Thank you. We're going to go

5 a little out of order here and go into Executive

6 Session. I need a motion.

7 COMMISSIONER FENTRESS: Move the motion.

8 CHAIRMAN BOYER: Do I have a second?

9 COMMISSIONER HAIDER: Second.

10 CHAIRMAN BOYER: All in favor?

11 ALL: Aye.

12 CHAIRMAN BOYER: All opposed?

13 We are in Executive Session.

14 (Off the record at 10:18 a.m.)

15 (On the record at 10:40 a.m.)

16 CHAIRMAN BOYER: I would like to ask for the

17 approval of two resolutions, DRPA-15-095, approval of

18 the Authority's participation in the Camden County

19 Improvement Authority's Camden Baseball Stadium

20 Restructuring Plan, and DRPA-15-096, temporary outside

21 employment of Ray Santarelli.

22 COMMISSIONER FENTRESS: Move the motion.

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 64

1 COMMISSIONER WHITE: Second.

2 VICE CHAIRMAN NASH: I want to note my

3 abstention on the resolution regarding Camden County.

4 CHAIRMAN BOYER: Okay.

5 MS. MAYOCK: I'd also note for the record that

6 Commissioner Jones and Commissioner Frattali have

7 joined us on the telephone.

8 CHAIRMAN BOYER: All in favor?

9 ALL: Aye.

10 CHAIRMAN BOYER: All opposed?

11 The ayes have it, with the notable abstention

12 of the Vice Chair, Jeff Nash.

13 We have the Citizens Advisory Committee

14 report. Is there a report from the Citizens Advisory

15 Committee?

16 We have public comments. Larry Davis, PATCO

17 Watch?

18 MS. MAYOCK: I think he spoke already.

19 CHAIRMAN BOYER: You spoke already? What

20 about Joe Quigley?

21 MR. QUIGLEY: Yes. Joe Quigley, toll payer.

22 Relative to the resolution you just passed on the

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 65

1 Camden Baseball Stadium. I read the documentation and

2 as best I can determine, this is -- it's structured as

3 a $6.5 million loan. It's actually a gift because

4 you're never going to see that money again. Baseball

5 operations cannot recover. I'm not opposed to that.

6 As a professional baseball umpire, I've

7 actually officiated games at that field. It's a great

8 field and I encourage that program. But my question

9 is -- the owner of that facility, if I'm not mistaken,

10 is Rutgers University. So why are we giving six (6)

11 and a half (1/2) million dollars to Rutgers

12 University? Why is it incumbent upon us to do that?

13 Shouldn't Rutgers University make sure that thing is

14 solid?

15 MR. HANSON: The structure is actually owned

16 by Camden Baseball, LLC, right? And Rutgers has the

17 reversionary. Is that how it works?

18 MR. WHITE: No.

19 MR. HANSON: Rutgers owns it?

20 MR. WHITE: Yes, Rutgers owns it, but our loan

21 is with CFCA.

22 MR. HANSON: So, our loan is with Camden

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 66

1 Baseball, not Rutgers, and the situation is that, if

2 we don't accept this, foreclosure proceedings are

3 going to go forward and we'll be out. So, Rutgers

4 does not have an obligation because the loan was made

5 to Cooper's Ferry Baseball.

6 MR. QUIGLEY: I understand that. That was in

7 the documentation. How much has Rutgers put in the

8 pool to try to keep it from going under? I mean,

9 we're putting up $6.5 mil, which we're never going to

10 see again.

11 MR. HANSON: I don't think Rutgers ever

12 invested anything. It was an investment by the New

13 Jersey EDA, us, and Santander Bank – Sovereign Bank,

14 at the time.

15 MR. QUIGLEY: Okay. Is that our core

16 business? Didn't we restructure a couple of years

17 back and say that that's -- we're going to stick to

18 the core business.

19 MR. HANSON: This is getting us out of a non -

20 - you're right, this gets us out of a non-core

21 operation.

22 CHAIRMAN BOYER: It's not a new loan that

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 67

1 we're doing. This is old money that we're trying to

2 recuperate. This isn't anything new. I think you

3 think that this is a new $6.5 million loan. It is

4 not. We already outlaid it; we outlaid it years ago.

5 Now, we're trying to recoup what we can of the outlay.

6 MR. QUIGLEY: Okay.

7 MR. HANSON: Yes, this one was made in 2001.

8 CHAIRMAN BOYER: Yes, this is a 2001 loan.

9 MR. QUIGLEY: Okay, all right.

10 COMMISSIONER DePASQUALE: It's probably fair

11 to say that we're trying to manage, as best we can, a

12 bad situation.

13 MR. QUIGLEY: I hear you. It's a black hole.

14 Yeah, I understand. Okay.

15 Switching lanes here, earlier there was an

16 approval of a payment of $52,125 to AECOM Tech

17 Services, which is a regular vendor here, for Victor

18 Lofts. Why are we spending $52,000 for technical

19 services to Victor Lofts?

20 MR. HANSON: Mike, do you want to talk about

21 that?

22 MR. VENUTO: This is an ongoing obligation for

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 68

1 the environmental remediation of Victor Lofts. AECOM

2 is our technical consultant providing LSRP services

3 for overseeing the work of a previously hired

4 consultant, Pennoni, to do the environment work at

5 Victor Lofts.

6 MR. HANSON: In the 2000 timeframe, General

7 Electric, when they vacated the old Victor Building --

8 Building 17, when I worked there on the assembly line,

9 -- when they vacated those buildings, they deed-

10 restricted them against residential use. The only way

11 that they would lift the deed restriction was if DRPA

12 indemnified them and accepted the liability.

13 So, back in 2000 or 2001, DRPA indemnified and

14 accepted the liability for the environmental liability

15 and any remediation responsibilities that went along

16 with that. We have been actively involved in this

17 since that time.

18 MR. QUIGLEY: Okay. Is there an end to this

19 tunnel or does it keep going on?

20 MR. HANSON: Christina?

21 MS. MARONEY: It's a continuous process, due

22 to the need for remediating the property since 1998.

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 69

1 But, because of the new LSRD structure under the

2 Department of Environmental Protection, the guidelines

3 have changed. So we're going back, at this point, and

4 making sure that we've delineated these and that we

5 have the foundation on all the requisite tests that we

6 did. AECOM is helping provide management and oversight

7 and Pennoni is going to be LSRP on the project.

8 MR. QUIGLEY: Thank you. I don't know what

9 the secrecy was about the Verizon Wireless temporary

10 lease. Everyone in O&M had to go into Executive

11 Session, then they came out of the Executive Session,

12 and it got approved. I couldn't find any

13 documentation in that meeting as to what it was. There

14 was something attached to this meeting about $5,000

15 they're going to pay us for a temporary lease to store

16 equipment on our property, as best I can determine. I

17 couldn't find out what the length of the temporary

18 lease was and what's the purpose? Is it for the Papal

19 visit or what?

20 MR. HANSON: Let me just -- there are two

21 separate issues. What was voted on today was us

22 putting -- us putting wireless service into the PATCO

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 70

1 tunnels.

2 MR. QUIGLEY: Into where?

3 MR. HANSON: The PATCO tunnels.

4 MR. QUIGLEY: Oh, it's the tunnels, okay.

5 MR. HANSON: The item that we voted on today

6 was to install Internet service into the PATCO

7 tunnels, to the PATCO underground stations.

8 MR. QUIGLEY: Understood.

9 MR. HANSON: Probably won’t reach all the way

10 down the tunnels. The matter in O&M was a different

11 matter and it bears on matters of homeland security,

12 which can't be disclosed.

13 MR. QUIGLEY: Okay, that's fine. And in

14 conclusion, I would be remiss if I didn't give kudos

15 to Michael Conallen, having beaten him up two years

16 ago at this very microphone for not getting the

17 contract in place for the consultants. Now, with the

18 energy audits, now we're starting to see measurable

19 seven-digit numbers coming back on the electric-side.

20 I can't wait to see what they get on the telephone-

21 side. I'd be most anxious to see that. Thank you.

22 MS. MAYOCK: Chairman Boyer, I have one more

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 71

1 item to note for the record; Commissioner Frattali

2 wanted to express that he was recusing himself from

3 the appointment of the IG. I wanted to have that

4 noted for the record.

5 CHAIRMAN BOYER: Okay. If there is no further

6 business for the DRPA, I'll accept a motion to adjourn

7 the meeting.

8 COMMISSIONER FENTRESS: Move the motion.

9 CHAIRMAN BOYER: May I have a second?

10 COMMISSIONER HAIDER: Second.

11 CHAIRMAN BOYER: All in favor?

12 ALL: Aye.

13 CHAIRMAN BOYER: All opposed?

14 The motion carries. The DRPA meeting is

15 adjourned.

16 (Whereupon, at 10:49 a.m., on Wednesday,

17 July 15, 2015, the meeting adjourned.)

18 There being no further business, on motion duly

19 made and seconded, the meeting was adjourned.

20 Respectfully submitted,

21 Kristen K. Mayock 22 Acting Corporate Secretary

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 72

1 CERTIFICATE

2 This is to certify that the attached 3 proceedings before the Delaware River Port Authority 4 on July 15, 2015, were held as herein appears, and 5 that this is the original transcript thereof for the 6 file of the Authority. 7

8 FREESTATEREPORTING,INC.

9

10 ______Timothy J. Atkinson, Jr. 11 Official Reporter 12

13

14

15

16

17

18

19

20

21

22

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 DRPA MONTHLY LIST OF PREVIOUSLY APPROVED MONTHLY LIST OF PAYMENTS DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PREVIOUSLY APPROVED PAYMENTS 07/01/15 THRU 07/31/15 MEETING DATE 08/16/2015

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

AJILON PROFESSIONAL STAFFING Audit, Legal, Consultant & Other 14-092 $10,977.86 BROWN & CONNERY, LLP Audit, Legal, Consultant & Other 13-032 $8,580.67 BUCHANAN INGERSOLL & ROONEY PC Audit, Legal, Consultant & Other 13-032 $765.00 DILWORTH PAXSON LLP Audit, Legal, Consultant & Other 13-032 $8,482.50 DUANE MORRIS, LLP Audit, Legal, Consultant & Other 13-032 $6,633.92 GALLAGHER BENEFIT SERVICES, INC Audit, Legal, Consultant & Other 12-069 $23,437.50 LAMB McERLANE, P.C. Audit, Legal, Consultant & Other 13-032 $1,237.50 PARKER MCCAY P.A. Audit, Legal, Consultant & Other 13-032 $603.38 RICHARD C. MCNEILL JR., ARBITRATOR Audit, Legal, Consultant & Other 25KTHRES $750.00 STEVENS & LEE Audit, Legal, Consultant & Other 13-032 $2,317.80 Audit, Legal, Consultant & Other Total $63,786.13 HATCH MOTT MACDONALD, LLC AWB Environmental Assessments 11-094 $5,357.28 ** AWB Environmental Assessments Total $5,357.28 JOHNSON, MIRMIRAN & THOMPSON, INC. BFB Construction Monitoring Services 14-099 $114,136.62 ** BFB Construction Monitoring Services Total $114,136.62 HNTB CORPORATION - NORTHEAST DIVISION BFB NJ Approach 15-068 $41,275.26 ** RAILROAD/IRON BRIDGE BFB NJ Approach 15-068 $231,417.00 ** BFB NJ Approach Total $272,692.26 HNTB CORPORATION - NORTHEAST DIVISION BFB Parapet & Fascia Monitoring 14-048 $39,591.86 BFB Parapet & Fascia Monitoring Total $39,591.86 HNTB CORPORATION - NORTHEAST DIVISION BFB Parapet Design Services 11-094 $2,792.05 ** BFB Parapet Design Services Total $2,792.05 HNTB CORPORATION - NORTHEAST DIVISION BFB PATCO Track Rehabilitation 12-080 $338,221.39 ** RAILROAD/IRON BRIDGE BFB PATCO Track Rehabilitation 13-079 $6,176,777.46 ** BFB PATCO Track Rehabilitation Total $6,514,998.85 JAMES J ANDERSON CONSTRUCTION BFB Pavement Repairs 14-010 $170,631.67 ** STV, INC BFB Pavement Repairs 14-150 $118,349.56 ** URBAN ENGINEERS INC BFB Pavement Repairs 11-094 $3,509.12 ** BFB Pavement Repairs Total $292,490.35 BANK OF NEW YORK - MELLON Bond Service Bond Resolutions $480,784.11 TD BANK, N.A. Bond Service Bond Resolutions $7,736,590.45 Bond Service Total $8,217,374.56 TD WEALTH Bond Trustee Fees 09-075 $6,500.00 Bond Trustee Fees Total $6,500.00 HNTB CORPORATION - NORTHEAST DIVISION BRB Biennial Inspection 14-012 $28,538.63 BRB Biennial Inspection Total $28,538.63 AECOM TECHNICAL SERVICES, INC BRB Box Chord Repairs 11-094 $10,953.93 ** BRB Box Chord Repairs Total $10,953.93 AECOM TECHNICAL SERVICES, INC BRB Ramp D Environmental 14-048 $47,402.58 BRB Ramp D Environmental Total $47,402.58 IEW CONSTRUCTION GROUP INC BRB Resurfacing 14-098 $731,370.30 ** BRB Resurfacing Total $731,370.30 STAR LITE PRODUCTIONS Bridge Decorative Lighting 14-144 $26,791.00 Bridge Decorative Lighting Total $26,791.00 COAST-TO-COAST CAREER FAIRS LLC Business Meetings 25KTHRES $1,200.00 JOHANNE CORKER Business Meetings 25KTHRES $20.53 VITARELLI'S RESTAURANT & CATERING Business Meetings 25KTHRES $3,007.55 WOMEN'S BUSINESS ENTERPRISE COUNCIL Business Meetings 25KTHRES $195.00 Business Meetings Total $4,423.08 CORCON INC CBB Painting 14-149 $732,262.50 ** STV, INC CBB Painting 11-094 $20,893.40 ** CBB Painting Total $753,155.90 DAVID PEIFFER CDL License 25KTHRES $44.00 GARY THORPE CDL License 25KTHRES $44.00 MARK GALLO CDL License 25KTHRES $44.00 MICHAEL WALTERS CDL License 25KTHRES $89.50 WILLIAM SUTHERLAND CDL License 25KTHRES $89.50 CDL License Total $311.00 ROBERT MELIKIAN Citizen Advisory Committee Expenses 25KTHRES $90.89 Citizen Advisory Committee Expenses Total $90.89 FREE STATE REPORTING, INC. Commissioner Meeting Expense 14-046 $1,533.92 PENNSYLVANIA CONVENTION CENTER/SMG Commissioner Meeting Expense 25KTHRES $1,356.00 VITARELLI'S RESTAURANT & CATERING Commissioner Meeting Expense 25KTHRES $300.00 Commissioner Meeting Expense Total $3,189.92

** Capital Labor Page 1 of 8 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PREVIOUSLY APPROVED PAYMENTS 07/01/15 THRU 07/31/15 MEETING DATE 08/16/2015

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

BROWN'S GRAPHIC SOLUTIONS, INC Commissioner Other Expense 25KTHRES $18.85 Commissioner Other Expense Total $18.85 GRANT THORNTON LLP Computer Equipment 13-097 $104,115.00 ** MODSPACE Computer Equipment 25KTHRES $600.00 ** SCHNEIDER ELECTRIC Computer Equipment 14-152 $320,835.72 ** Computer Equipment Total $425,550.72 CONFIDENTIAL ARBITRATION SETTLEMENT Confidential Legal Settlement 25KTHRES $2,000.00 Confidential Legal Settlement Total $2,000.00 BOWMAN & COMPANY LLP Contractual Services 14-158 $71,000.00 COURT LIAISON SERVICES, LLC Contractual Services 14-088 $2,500.00 HRSOFT USA, INC Contractual Services 13-132 $25,333.00 IRON MOUNTAIN INCORPORATED Contractual Services 12-044 $14,422.48 MISTRAS GROUP INC. Contractual Services 25KTHRES $2,150.00 NORTHEAST WORKS & SAFETY BOATS, LLC Contractual Services 13-117 $14,649.76 TRANSTECH MANAGEMENT INC Contractual Services 14-097 $45,761.39 Contractual Services Total $175,816.63 CANON FINANCIAL SERVICES INC Copier Lease 11-027 $7,598.82 Copier Lease Total $7,598.82 WATTS WINDOW CLEANING Custodial Services 13-091 $50,453.87 Custodial Services Total $50,453.87 LEXISNEXIS Data Processing 25KTHRES $1,159.00 Data Processing Total $1,159.00 RIGGINS Diesel Fuel 14-082 $2,872.91 Diesel Fuel Total $2,872.91 CLEAN VENTURE INC Disposal Fees 13-076 $2,500.00 COUNTRY GAS SERVICES INC Disposal Fees 25KTHRES $344.10 POLLUTION CONTROL FINANCING Disposal Fees 25KTHRES $12.66 SAFETY-KLEEN SYSTEMS, INC. Disposal Fees 25KTHRES $260.84 Disposal Fees Total $3,117.60 ATLANTIC CITY ELECTRIC Electricity UTILITY $15,085.97 DIRECT ENERGY BUSINESS Electricity UTILITY $33,198.74 P S E & G Electricity UTILITY $25,689.90 PECO ENERGY Electricity UTILITY $47,966.03 Electricity Total $121,940.64 DELTA DENTAL Employee Dental Insurance 13-103 $29,497.11 Employee Dental Insurance Total $29,497.11 AMERIHEALTH INSURANCE Employee Medical Insurance 14-115 $665,197.21 Employee Medical Insurance Total $665,197.21 BARBARA HOLCOMB Employee Mileage 25KTHRES $53.25 ** BARBARA HOLCOMB Employee Mileage 25KTHRES $114.70 BETTY GREGORY Employee Mileage 25KTHRES $5.18 BRIAN P. MCFADDEN Employee Mileage 25KTHRES $22.60 ** BRIAN P. MCFADDEN Employee Mileage 25KTHRES $97.13 CONSTANTINO PARISI Employee Mileage 25KTHRES $93.20 CURTIS JACKSON Employee Mileage 25KTHRES $10.35 DARYL JENIFER Employee Mileage 25KTHRES $26.46 DAWN WALLACE Employee Mileage 25KTHRES $10.36 GAIL POLK Employee Mileage 25KTHRES $24.15 GLENN CARNEY Employee Mileage 25KTHRES $10.35 JAMES HARTNETT Employee Mileage 25KTHRES $5.18 JAMES MURRAY Employee Mileage 25KTHRES $5.18 JANET ROMANI Employee Mileage 25KTHRES $20.70 JOHN A. CUJDIK Employee Mileage 25KTHRES $11.50 JOHN FRANKLIN Employee Mileage 25KTHRES $15.53 KRISTEN KLEPACKI Employee Mileage 25KTHRES $20.70 MICHAEL VENUTO Employee Mileage 25KTHRES $73.91 NIASHA JORDAN Employee Mileage 25KTHRES $10.35 NYDIA ROSARIO Employee Mileage 25KTHRES $10.29 PARIS COLEY Employee Mileage 25KTHRES $11.50 PATRICIA GRIFFEY Employee Mileage 25KTHRES $145.62 ROXANNE LEANDER LA ROC Employee Mileage 25KTHRES $56.00 SAMUEL PICKEN Employee Mileage 25KTHRES $11.50 SUSANA NIXON Employee Mileage 25KTHRES $5.18 SYVILLA WILLIAMS Employee Mileage 25KTHRES $11.50

** Capital Labor Page 2 of 8 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PREVIOUSLY APPROVED PAYMENTS 07/01/15 THRU 07/31/15 MEETING DATE 08/16/2015

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

TIMOTHY AHERN Employee Mileage 25KTHRES $11.50 TINA THOMSON Employee Mileage 25KTHRES $52.90 WALTER DOUGHERTY Employee Mileage 25KTHRES $16.10 WILLIAM EDWARDS Employee Mileage 25KTHRES $10.36 Employee Mileage Total $973.23 VISION BENEFITS OF AMERICA Employee Vision Insurance 13-105 $3,062.95 Employee Vision Insurance Total $3,062.95 JACOBS ENGINEERING GROUP INC Engineering Support Services 14-048 $24,747.01 Engineering Support Services Total $24,747.01 DELL MARKETING L.P. Equipment 25KTHRES $17,842.40 EPLUS TECHNOLOGY INC Equipment 25KTHRES $2,997.72 SCHNEIDER ELECTRIC Equipment 25KTHRES $3,833.60 SOFTWARE HOUSE INTERNATIONAL Equipment 25KTHRES $2,203.50 TACTICAL PUBLIC SAFETY Equipment 25KTHRES $1,349.00 Equipment Total $28,226.22 SLATE BELT SAFETY Equipment & Tools 25KTHRES $891.00 Equipment & Tools Total $891.00 VERIZON WIRELESS ERP Tablet Data Expense UTILITY $6,979.80 ERP Tablet Data Expense Total $6,979.80 BURNS ENGINEERING INC Escalator Replacement Woodcrest 12-011 $3,647.75 ** Escalator Replacement Woodcrest Total $3,647.75 XEROX STATE & LOCAL SOLUTIONS, INC. E-ZPass Clearing Account 04-031 $38,861.40 E-ZPass Clearing Account Total $38,861.40 AMERICAN EXPRESS E-ZPass Credit Card Fee 04-031 $7.45 PAYMENTECH E-ZPass Credit Card Fee 04-031 $334.56 E-ZPass Credit Card Fee Total $342.01 NJ TURNPIKE AUTHORITY (NJ E-ZPASS) E-ZPass Credit Card Fee Settlement 04-031 $217,640.93 E-ZPass Credit Card Fee Settlement Total $217,640.93 XEROX STATE & LOCAL SOLUTIONS, INC. E-ZPass Fixed Monthly Operations Fee 04-031 $27,810.29 E-ZPass Fixed Monthly Operations Fee Total $27,810.29 NEW JERSEY TURNPIKE AUTHORITY E-ZPass Toll System 04-031 $8,709.79 ** NEW JERSEY TURNPIKE AUTHORITY E-ZPass Toll System 14-031 $45,490.75 ** E-ZPass Toll System Total $54,200.54 XEROX STATE & LOCAL SOLUTIONS, INC. E-ZPass VPC 04-031 $18,268.81 E-ZPass VPC Total $18,268.81 XEROX STATE & LOCAL SOLUTIONS, INC. E-ZPass Walk In CSC 04-031 $44,597.50 E-ZPass Walk In CSC Total $44,597.50 INTERNAL REVENUE SERVICE-CHICAGO Federal/FICA Payroll Taxes $2,205,869.21 Federal/FICA Payroll Taxes Total $2,205,869.21 NETWORKFLEET, INC. Fleet GPS 13-085 $4,699.60 Fleet GPS Total $4,699.60 G.A. BLANCO & SONS Furniture and Fixtures 25KTHRES $640.00 GROUPE LACASSE LLC Furniture and Fixtures 25KTHRES $2,041.00 Furniture and Fixtures Total $2,681.00 RIGGINS Gasoline - Unleaded 14-082 $39,994.25 Gasoline - Unleaded Total $39,994.25 COOPER'S FERRY /CAMDEN COUNTY Haddon Ave Transit Village 11-111 $204,804.63 COOPER'S FERRY /REMINGTON & VERNICK Haddon Ave Transit Village 11-111 $31,700.40 Haddon Ave Transit Village Total $236,505.03 P S E & G Heat UTILITY $757.44 PHILADELPHIA GAS WORKS Heat UTILITY $1,326.05 SOUTH JERSEY GAS COMPANY Heat UTILITY $401.11 Heat Total $2,484.60 AON RISK SERVICES CENTRAL, INC. Insurance 15-063 $2,914,232.72 NATIONAL UNION FIRE INSURANCE Insurance 14-052 $48,189.93 Insurance Total $2,962,422.65 PORT AUTHORITY TRANSIT Intercompany Transfers $1,500,000.00 Intercompany Transfers Total $1,500,000.00 THE SWARTHMORE GROUP, INC Investment Management Fees 00-079 $22,946.29 Investment Management Fees Total $22,946.29 O'NEILL CONSULTING CORP IUOE Health & Welfare 09-097 $3,629.81 IUOE Health & Welfare Total $3,629.81 IUOE 542 BENEFIT FUNDS IUOE Medical Insurance 15-033 $283,338.00 IUOE Medical Insurance Total $283,338.00

** Capital Labor Page 3 of 8 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PREVIOUSLY APPROVED PAYMENTS 07/01/15 THRU 07/31/15 MEETING DATE 08/16/2015

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

ASHOK PATEL Job Certifications & Licenses 25KTHRES $50.00 Job Certifications & Licenses Total $50.00 WEEDS, INC. Landscaping - Fertilizer 15-026 $21,260.00 Landscaping - Fertilizer Total $21,260.00 BARCLAY OPERATING CORP Letter of Credit Fees 09-075 $200,685.25 Letter of Credit Fees Total $200,685.25 BANK OF AMERICA Letter of Credit Payment 08-021 $230,408.38 BANK OF AMERICA Letter of Credit Payment 12-021 $250.00 Letter of Credit Payment Total $230,658.38 DELL MARKETING L.P. Licensing Fees - Software 15-030 $183,561.89 EPLUS TECHNOLOGY INC Licensing Fees - Software 25KTHRES $7,302.00 SOFTWARE HOUSE INTERNATIONAL Licensing Fees - Software 15-047 $45,099.45 SUNGARD AVAILABILITY SERVICES LP Licensing Fees - Software 25KTHRES $8,498.00 XEROX GOVERNMENT SYSTEMS, LLC Licensing Fees - Software 15-047 $84,991.70 Licensing Fees - Software Total $329,453.04 RUMSEY ELECTRIC CO Lighting, Elect. & Lane Markers 15-004 $124,836.80 ** Lighting, Elect. & Lane Markers Total $124,836.80 CAMDEN PARKING AUTHORITY Limited Mobility Parking 25KTHRES $636.65 Limited Mobility Parking Total $636.65 TD BANK, N.A. LOC Fees 12-021 $237,705.28 LOC Fees Total $237,705.28 ROYAL BANK OF CANADA LOC Fees – 2010 Rev Ref Bonds 12-021 $245,062.48 LOC Fees – 2010 Rev Ref Bonds Total $245,062.48 BANK OF NEW YORK - MELLON LOC Fees -2010 Rev Ref Bonds 12-021 $52,112.62 LOC Fees -2010 Rev Ref Bonds Total $52,112.62 TRANSCORE Maint. Fee - Toll Collection Equip 15-011 $71,777.00 Maint. Fee - Toll Collection Equip Total $71,777.00 INTERSTATE MOBILE CARE, INC. Medical Testing 14-103 $23,524.00 WORKNET OCCUPATIONAL MEDICINE Medical Testing 14-103 $255.00 Medical Testing Total $23,779.00 AICPA Membership Dues 25KTHRES $245.00 ALLEN SULLIVAN Membership Dues 25KTHRES $110.00 ATTORNEY REGISTRATION Membership Dues 25KTHRES $200.00 GOVERNMENT FINANCE OFFICERS ASSOC (GFOA) Membership Dues 25KTHRES $950.00 PHILADELPHIA CHAMBER OF COMMERCE Membership Dues 25KTHRES $5,681.00 MAGLOCLEN Membership Dues 25KTHRES $400.00 SOCIETY FOR HUMAN RESOURCE MANAGEMENT Membership Dues 25KTHRES $190.00 WOMEN'S TRANSPORTATION SEMINAR Membership Dues 25KTHRES $95.00 Membership Dues Total $7,871.00 TD BANK, N.A. Net Payroll $106,171.52 WELLS FARGO BANK, NA Net Payroll $2,490,183.73 Net Payroll Total $2,596,355.25 N.J. STATE - GIT NJ Payroll Taxes $92,899.80 NJ Payroll Taxes Total $92,899.80 BRINKERHOFF ENVIORNMENTAL SERVICES NJ Sites Remediation 14-030 $29,758.33 ** NJ Sites Remediation Total $29,758.33 NEW JERSEY DEPT. OF LABOR NJ Unemployment Comp Taxes $19,163.62 NJ Unemployment Comp Taxes Total $19,163.62 NATIONAL UNION FIRE INSURANCE OCIP Accrual 14-052 $21,954.11 OCIP Accrual Total $21,954.11 BROWN'S GRAPHIC SOLUTIONS, INC Office Supplies 25KTHRES $87.15 PAPER MART, INC. Office Supplies 14-144 $877.50 W.B. MASON CO. INC. Office Supplies 14-144 $1,762.53 Office Supplies Total $2,727.18 PA DEPT OF REVENUE PA Payroll Taxes $46,325.16 PA Payroll Taxes Total $46,325.16 PA STATE EMP RETIREMENT SYS PA Pension Employee Share $193,038.64 PA Pension Employee Share Total $193,038.64 PAPER MART, INC. Paper 14-144 $1,037.05 Paper Total $1,037.05 AE STONE INC Parking Lots 13-112 $159,757.42 ** Parking Lots Total $159,757.42 XEROX STATE & LOCAL SOLUTIONS, INC. Parking TXN Fees 04-031 $468.57 Parking TXN Fees Total $468.57

** Capital Labor Page 4 of 8 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PREVIOUSLY APPROVED PAYMENTS 07/01/15 THRU 07/31/15 MEETING DATE 08/16/2015

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

LAZ PARKING MID ATLANTIC LLC Part-time Toll Collectors 13-095 $74,668.35 Part-time Toll Collectors Total $74,668.35 JACOBS ENGINEERING GROUP INC PATCO Emergency Diesel Generator 11-094 $5,283.45 ** PATCO Emergency Diesel Generator Total $5,283.45 AON RISK SERVICES CENTRAL, INC. PATCO Insurance 15-036 $236,773.00 PATCO Insurance Total $236,773.00 PENNONI ASSOCIATES INC PATCO Outbound Survey 13-081 $50,623.45 ** PATCO Outbound Survey Total $50,623.45 QUAL-LYNX PATCO Professional Services 12-006 $6,520.50 PATCO Professional Services Total $6,520.50 SPRINT PATCO Telephone UTILITY $2,001.66 VERIZON PATCO Telephone UTILITY $7,814.18 PATCO Telephone Total $9,815.84 JPC GROUP, INC. PATCO Ventilation Vault Repairs 13-016 $300,543.43 ** PATCO Ventilation Vault Repairs Total $300,543.43 PNC P-Card 25KTHRES $122,372.85 P-Card Total $122,372.85 N.J. PUBLIC EMPLOYEES RETIREMENT SYSTEM Pension & Benefits $3,767.44 Pension & Benefits Total $3,767.44 TREASURER, STATE OF NEW JERSEY Permit Fees 25KTHRES $7,890.00 Permit Fees Total $7,890.00 CITY OF PHILADELPHIA Phila Employee W/H Taxes $24,165.60 Phila Employee W/H Taxes Total $24,165.60 NORTH AMERICAN RESCUE LLC Police Equipment 25KTHRES $3,619.94 Police Equipment Total $3,619.94 TD BANK, N.A. Police Retro Net Payroll $1,030,245.58 Police Retro Net Payroll Total $1,030,245.58 AMERICAN EXPEDITING COMPANY Postage 25KTHRES $77.12 PITNEY BOWES Postage 15-067 $45,000.00 UNITED PARCEL SERVICE (UPS) Postage 25KTHRES $1,102.32 Postage Total $46,179.44 ALLEN REPRODUCTION CO Printing 25KTHRES $703.50 Printing Total $703.50 JENNIFER KELLY, PH.D. LLC Professional Services 25KTHRES $2,800.00 THE ERIC RYAN CORPORATION Professional Services 13-088 $275.15 QUAL-LYNX Professional Services 12-006 $7,654.50 Professional Services Total $10,729.65 AECOM TECHNICAL SERVICES, INC Rehabilitation Drainage 13-001 $319.40 ** Rehabilitation Drainage Total $319.40 GRANT RELATED PASS-THROUGH Reimbursable Payments Related To Grants $49,942.82 Reimbursable Payments Related To Grants Total $49,942.82 BARCLAYS CAPITAL, INC. Remarketing Fees - VRDO Bonds 09-075 $27,093.57 BNY MELLON CAPITAL MARKETS, LLC Remarketing Fees - VRDO Bonds 09-075 $9,030.19 MERRILL LYNCH, PIERCE, FENNER & SMITH INC Remarketing Fees - VRDO Bonds 08-021 $22,336.01 Remarketing Fees - VRDO Bonds Total $58,459.77 TD BANK, N.A. Remarketing Fees –2008 Rev Ref 08-021 $49,359.20 Remarketing Fees –2008 Rev Ref Total $49,359.20 CONSOLIDATED CONTROLS, INC. Repairs - Equipment 25KTHRES $2,855.00 DRAEGER SAFETY DIAGNOSTICS, INC Repairs - Equipment 25KTHRES $85.00 T SLACK ENVIRONMENTAL SERVICES INC Repairs - Equipment 14-022 $4,466.99 THYSSENKRUPP ELEVATOR CORPORATION Repairs - Equipment 15-026 $456.25 TRI-M GROUP LLC Repairs - Equipment 14-123 $12,027.50 Repairs - Equipment Total $19,890.74 GRAYBAR ELECTRIC COMPANY INC Repairs - Bridges 25KTHRES $112.70 GRIFFITH ELECTRIC SUPPLY Repairs - Bridges 25KTHRES $3,838.45 T SLACK ENVIRONMENTAL SERVICES INC Repairs - Bridges 14-022 $2,265.50 THYSSENKRUPP ELEVATOR CORPORATION Repairs - Bridges 25KTHRES $11,136.66 TRANSPO INDUSTRIES INC Repairs - Bridges 25KTHRES $14,860.00 TRI-M GROUP LLC Repairs - Bridges 14-123 $9,927.50 Repairs - Bridges Total $42,140.81 PALOMINO ROOFING Repairs - Buildings 25KTHRES $9,121.25 TRI-COUNTY TERMITE & PEST CONTROL INC. Repairs - Buildings 25KTHRES $170.00 Repairs - Buildings Total $9,291.25 CREATIVE VISUAL SYSTEMS Repairs - Furniture and Fixtures 25KTHRES $770.00

** Capital Labor Page 5 of 8 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PREVIOUSLY APPROVED PAYMENTS 07/01/15 THRU 07/31/15 MEETING DATE 08/16/2015

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

Repairs - Furniture and Fixtures Total $770.00 TOZOUR ENERGY SYSTEMS, INC. Repairs - Heating/AC System 25KTHRES $2,992.00 TRI-M GROUP LLC Repairs - Heating/AC System 14-123 $15,122.50 Repairs - Heating/AC System Total $18,114.50 TOSHIBA BUSINESS SOLUTIONS, USA Repairs - Office Equipment 25KTHRES $738.10 Repairs - Office Equipment Total $738.10 ONE CALL CONCEPTS Repairs - Signs 25KTHRES $4.96 PENNSYLVANIA ONE CALL SYSTEM INC Repairs - Signs 25KTHRES $1,211.40 Repairs - Signs Total $1,216.36 ALLEN REPRODUCTION CO Repairs Bridge 25KTHRES $2,937.20 ** AMMANN & WHITNEY CONSULTING ENGINEERS Repairs Bridge 13-042 $18,115.43 ** SHERWIN WILLIAMS Repairs Bridge 25KTHRES $4,970.18 ** Repairs Bridge Total $26,022.81 84 LUMBER COMPANY, LP Repairs to Buildings 25KTHRES $1,774.03 ** JOHNSTONE SUPPLY Repairs to Buildings 25KTHRES $2,110.60 ** REMINGTON & VERNICK ENGINEERS, INC Repairs to Buildings 11-094 $1,882.45 ** SIMPLEXGRINNELL, LP Repairs to Buildings 25KTHRES $1,321.00 ** STEEL DOORS, INC. Repairs to Buildings 25KTHRES $1,795.00 ** WILLIAMS SCOTSMAN INC Repairs to Buildings 25KTHRES $1,779.05 ** Repairs to Buildings Total $10,662.13 NATIONAL PAVING CO, INC Replacement of Roadway 25KTHRES $56.16 Replacement of Roadway Total $56.16 AMERIHEALTH INSURANCE Retiree Medical Insurance 14-115 $393,571.72 HORIZON BLUE CROSS BLUE SHIELD Retiree Medical Insurance 14-132 $52,125.02 UNITED HEALTHCARE/AARP Retiree Medical Insurance 14-133 $116,571.27 Retiree Medical Insurance Total $562,268.01 MCCORMICK, TAYLOR & ASSOCIATES Signs 15-001 $15,244.90 ** Signs Total $15,244.90 MORTON SALT INC. Snow Removal - Salt 25KTHRES $9,562.66 Snow Removal - Salt Total $9,562.66 HENKE MANUFACTURING Snow Removal Equipment 25KTHRES $14,222.00 ** Snow Removal Equipment Total $14,222.00 ELLIOTT-LEWIS Soft/Hardware Service Contracts 25KTHRES $835.00 SCHNEIDER ELECTRIC Soft/Hardware Service Contracts 14-102 $3,101.75 SUNGARD AVAILABILITY SERVICES LP Soft/Hardware Service Contracts 10-135 $4,023.00 Soft/Hardware Service Contracts Total $7,959.75 SOWINSKI SULLIVAN ARCHITECTS, PC Station Improvements 13-080 $16,121.77 ** Station Improvements Total $16,121.77 503 CORP Stores Inventory 25KTHRES $327.60 A&A GLOVE & SAFETY CO. Stores Inventory 25KTHRES $4,355.50 ACE PLUMBING & ELECTRICAL SUPPLIES CO. INC. Stores Inventory 25KTHRES $380.64 AIRGAS USA, LLC. Stores Inventory 25KTHRES $568.62 BDF INDUSTRIAL FASTENERS Stores Inventory 25KTHRES $570.68 COONEY BROTHERS INC Stores Inventory 25KTHRES $184.93 FRANKLIN ELECTRIC CO Stores Inventory 25KTHRES $5,635.92 LINDSAY TRANSPORTATION SOLUTIONS Stores Inventory 14-144 $10,467.20 MULTIFACET, INC. Stores Inventory 25KTHRES $1,892.54 PENDERGAST SAFETY EQUIP Stores Inventory 25KTHRES $1,209.36 ROBERTS OXYGEN Stores Inventory 25KTHRES $201.25 SALERNO TIRE CORPORATION Stores Inventory 25KTHRES $2,214.16 UNITED ELECTRIC SUPPLY COMPANY Stores Inventory 25KTHRES $2,639.23 Y-PERS Stores Inventory 25KTHRES $462.00 Stores Inventory Total $31,109.63 DIRECTV Subscriptions 25KTHRES $13.18 GOVERNMENT NEWS NETWORK - GOVNET Subscriptions 25KTHRES $82.50 HARVARD BUSINESS REVIEW Subscriptions 25KTHRES $119.00 THOMSON REUTERS- WEST Subscriptions 25KTHRES $815.34 Subscriptions Total $1,030.02 GRIFFITH ELECTRIC SUPPLY Supplies 25KTHRES $2,451.00 SOUTH JERSEY WELDING Supplies 25KTHRES $462.30 TRI-COUNTY TERMITE & PEST CONTROL INC. Supplies 25KTHRES $240.00 UNITED SITE SERVICES NORTHEAST, INC. Supplies 25KTHRES $168.00 Supplies Total $3,321.30 UBS GLOBAL ASSET MANAGEMENT Swap Interest Payments 01-019 $2,683,361.09

** Capital Labor Page 6 of 8 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PREVIOUSLY APPROVED PAYMENTS 07/01/15 THRU 07/31/15 MEETING DATE 08/16/2015

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

Swap Interest Payments Total $2,683,361.09 SPRINT Telephone UTILITY $2,338.89 THE CONFERENCE GROUP, LLC Telephone UTILITY $335.20 VERIZON Telephone UTILITY $31,903.83 VERIZON BUSINESS Telephone UTILITY $1,191.53 VERIZON WIRELESS Telephone UTILITY $6,739.49 Telephone Total $42,508.94 DUNBAR ARMORED, INC. Toll Deposit Processing Fee 14-093 $18,164.65 Toll Deposit Processing Fee Total $18,164.65 CHARLIE LYNN Toll Refunds 25KTHRES $10.00 DEAN NEWTON Toll Refunds 25KTHRES $10.00 DOMENIC REPICE Toll Refunds 25KTHRES $110.00 IZANA JACKSON Toll Refunds 25KTHRES $10.00 JACINTA PUCKETT Toll Refunds 25KTHRES $5.00 LINDA GAITHRIGHT Toll Refunds 25KTHRES $5.00 LISA ZACCARIA Toll Refunds 25KTHRES $20.00 MAMARY COULIBALY Toll Refunds 25KTHRES $60.00 MICHAEL BABICKI Toll Refunds 25KTHRES $10.00 MICHAEL CASSIDY Toll Refunds 25KTHRES $1.00 NICK SIDERIS Toll Refunds 25KTHRES $1.00 NOEL HARRISON Toll Refunds 25KTHRES $15.00 REGINA LITTLE Toll Refunds 25KTHRES $80.00 REGINALD DAVIS Toll Refunds 25KTHRES $15.00 SHUKRIYYAH DURBAY Toll Refunds 25KTHRES $5.00 STEPHANIE DOUGHERTY Toll Refunds 25KTHRES $10.00 Toll Refunds Total $367.00 ALLEN SULLIVAN Training - Registration 25KTHRES $449.10 AVANT RESOURCES Training - Registration 25KTHRES $209.00 BRIDGE ENGINEERING ASSOCIATION Training - Registration 25KTHRES $675.00 CAPITAL SAFETY - USA Training - Registration 25KTHRES $10,950.00 CORNELL UNIVERSITY Training - Registration 25KTHRES $1,695.75 DAVID J. AUBREY Training - Registration 25KTHRES $539.10 NATIONAL SEMINARS TRAINING Training - Registration 25KTHRES $4,178.00 NECI Training - Registration 25KTHRES $1,520.95 NEW JERSEY STATE SAFETY COUNCIL Training - Registration 25KTHRES $620.00 RUTGERS, THE STATE UNIVERSITY Training - Registration 25KTHRES $435.00 SANS INSTITUTE Training - Registration 25KTHRES $5,779.00 SURGENT MCCOY SELF-STUDY CPE, LLC Training - Registration 25KTHRES $649.00 THE RODGERS GROUP, LLC Training - Registration 25KTHRES $21,536.00 Training - Registration Total $49,235.90 AMERICAN AIRLINES INC Training, Travel and Subsistence 25KTHRES $458.20 HOTEL ROGER WILLIAMS Training, Travel and Subsistence 25KTHRES $1,498.64 STOCKTON UNIVERSITY Training, Travel and Subsistence 25KTHRES $150.00 Training, Travel and Subsistence Total $2,106.84 XEROX STATE & LOCAL SOLUTIONS, INC. Transaction Fees 04-031 $254,544.72 Transaction Fees Total $254,544.72 ALSTOM TRANSPORTATION INCORPORATED Transit Car Overhaul 10-154 $6,020,979.80 ** Transit Car Overhaul Total $6,020,979.80 WASTE MANAGEMENT OF NEW JERSEY, INC Trash Removal 13-071 $3,471.72 WASTE MANAGEMENT OF PA INC Trash Removal 13-071 $2,219.68 Trash Removal Total $5,691.40 JOHNNY SANTIAGO Tuition Reimbursement 25KTHRES $321.00 Tuition Reimbursement Total $321.00 A&A GLOVE & SAFETY CO. Uniforms 25KTHRES $2,708.45 ACME UNIFORM FOR INDUSTRY Uniforms 25KTHRES $529.30 AMERICAN UNIFORM SALES INC Uniforms 25KTHRES $2,183.62 KEYPORT ARMY & NAVY Uniforms 25KTHRES $1,564.50 LAWMEN SUPPLY CO OF NEW JERSEY, INC. Uniforms 25KTHRES $572.80 Uniforms Total $7,558.67 EMPLOYEE PASS THROUGH PAYMENTS Union Dues, Employee Contributions, Etc. $210,998.83 Union Dues, Employee Contributions, Etc. Total $210,998.83 UNI-SELECT USA, INC Vehicle Repairs - Inside 15-023 $5,240.96 Vehicle Repairs - Inside Total $5,240.96 UNI-SELECT USA, INC Vehicle Supplies 15-023 $7,000.37

** Capital Labor Page 7 of 8 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PREVIOUSLY APPROVED PAYMENTS 07/01/15 THRU 07/31/15 MEETING DATE 08/16/2015

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

Vehicle Supplies Total $7,000.37 EAST COAST EMERGENCY LIGHTING, INC. Vehicles 15-026 $33,934.20 ** Vehicles Total $33,934.20 CAMDEN COUNTY MUA Water and Sewer UTILITY $3,080.00 CITY OF PHILA Water and Sewer UTILITY $14,132.35 MERCHANTVILLE-PENNSAUKEN Water and Sewer UTILITY $1,875.30 NESTLE WATERS NORTH AMERICA Water and Sewer 15-026 $793.55 NEW JERSEY AMERICAN WATER Water and Sewer UTILITY $1,296.93 Water and Sewer Total $21,178.13 CITY OF WILMINGTON Wilmington Employee W/H Taxes $474.48 Wilmington Employee W/H Taxes Total $474.48 QUAL-LYNX Workmen's Compensation 12-105 $145,851.53 Workmen's Compensation Total $145,851.53

$43,578,548.32

** Capital Labor Page 8 of 8 DRPA MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDERS & CONTRACTS DRPA MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS - JULY 2015

VENDOR NAME ITEM DESCRIPTION PO NUMBER AMOUNT RESOLUTION A&A GLOVE & SAFETY CO. Stores Inventory Account P15P0250 $3,076.00 25KTHRES A&A GLOVE & SAFETY CO. Stores Inventory Account P15P0264 $1,100.00 25KTHRES ACE PLUMBING & ELECTRICAL SUPPLIES CO. Stores Inventory Account P15P0247 $380.64 25KTHRES ATLAS FLASHER AND SUPPLY CO INC Stores Inventory Account P15P0271 $15,200.00 25KTHRES AVANTI DATA PRODUCTS Repair/Replacement Toll Equip P15P0272 $1,680.00 25KTHRES BDF INDUSTRIAL FASTENERS Stores Inventory Account P15P0240 $334.80 25KTHRES BOTTOMLINE TECHNOLOGIES INC Soft/Hardware Service Contracts P15M0026 $496.00 25KTHRES CHEMSEARCH Stores Inventory Account P15P0262 $1,438.96 25KTHRES CLEAN VENTURE INC Disposal Fees Hazardous Materials P15C0044 $7,000.00 DRPA-15-067 CLEAN VENTURE INC Disposal Fees Hazardous Materials P15C0045 $14,500.00 DRPA-15-067 CLEAN VENTURE INC Disposal Fees Hazardous Materials P15C0046 $15,500.00 DRPA-15-067 CLEAN VENTURE INC Disposal Fees Hazardous Materials P15C0047 $9,500.00 DRPA-15-067 DELL MARKETING L.P. Computer Equipment P15S0102 $22,989.35 25KTHRES DELL MARKETING L.P. Licensing Fees - Software P15S0098 $14,176.00 25KTHRES DELL MARKETING L.P. Soft/Hardware Service Contracts P15S0101 $10,305.13 25KTHRES DELL MARKETING L.P. Soft/Hardware Service Contracts P15S0104 $1,452.15 25KTHRES EASTERN DATA PAPER Stores Inventory Account P15P0249 $3,379.20 25KTHRES FRANKLIN ELECTRIC CO Stores Inventory Account P15P0244 $5,544.00 25KTHRES G.A. BLANCO & SONS Office Equipment P15P0269 $2,842.00 25KTHRES GRIFFITH ELECTRIC SUPPLY Repairs - Bridges P15P0251 $3,936.00 25KTHRES GRIFFITH ELECTRIC SUPPLY Repairs - Bridges P15P0273 $3,290.00 25KTHRES HILLTOP BLOCK & SUPPLY Landscaping - Seed and Shrubs P15P0239 $9,698.00 25KTHRES JOHNSTONE SUPPLY Repairs - Heating/AC System P15E0025 $2,974.37 25KTHRES JOSEPH FAZZIO, INC. Replacement of Roadway P15P0257 $2,633.40 25KTHRES KENSEAL CONSTRUCTION PRODUCTS Painting - Bridges P15P0270 $8,567.20 25KTHRES LAWMEN SUPPLY CO OF NEW JERSEY, INC. Uniforms P15P0258 $1,677.00 25KTHRES LAWMEN SUPPLY CO OF NEW JERSEY, INC. Uniforms P15P0260 $1,402.50 25KTHRES LAWSON PRODUCTS INC Stores Inventory Account P15P0241 $453.60 25KTHRES LONG FENCE COMPANY Repairs - Bridges P15P0266 $17,514.00 25KTHRES MORTON SALT INC. Snow Removal - Salt P15S0051 $9,562.66 25KTHRES MULTIFACET, INC. Stores Inventory Account P15P0248 $1,036.00 25KTHRES MULTIFACET, INC. Stores Inventory Account P15P0255 $150.96 25KTHRES MULTIFACET, INC. Stores Inventory Account P15P0275 $380.10 25KTHRES NAT ALEXANDER COMPANY Repairs - Other Equipment P15P0245 $851.40 25KTHRES NATIONAL PAVING CO, INC Replacement of Roadway P15P0265 $1,560.00 25KTHRES NOREGON SYSTEMS, INC. Soft/Hardware Service Contracts P15P0259 $798.00 25KTHRES OLD DOMINION BRUSH Stores Inventory Account P15P0254 $720.00 25KTHRES OLD DOMINION BRUSH Stores Inventory Account P15P0267 $1,080.00 25KTHRES PABCO INDUSTRIES,INC Stores Inventory Account P15P0242 $2,431.00 25KTHRES PENDERGAST SAFETY EQUIP Stores Inventory Account P15P0243 $1,209.36 25KTHRES PORTER LEE CORPORATION Licensing Fees - Software P15M0025 $2,464.00 25KTHRES SALERNO TIRE CORPORATION Stores Inventory Account P15P0268 $556.60 25KTHRES SCHNEIDER ELECTRIC Computer Equipment P15S0111 $22,178.00 25KTHRES SHERWIN WILLIAMS Stores Inventory Account P15P0252 $619.32 25KTHRES SIMPLEXGRINNELL, LP Repairs - Buildings P15S0113 $2,833.00 25KTHRES UNITED ELECTRIC SUPPLY COMPANY Stores Inventory Account P15P0256 $849.11 25KTHRES W.B. MASON CO. INC. Stores Inventory Account P15P0253 $818.40 25KTHRES W.B. MASON CO. INC. Stores Inventory Account P15P0261 $125.10 25KTHRES WASTE MANAGEMENT OF NEW JERSEY, INC Trash Removal P15C0039 $17,474.00 DRPA-15-067 WASTE MANAGEMENT OF NEW JERSEY, INC Trash Removal P15C0042 $9,881.00 DRPA-15-067 WASTE MANAGEMENT OF NEW JERSEY, INC Trash Removal P15C0043 $12,266.00 DRPA-15-067 WASTE MANAGEMENT OF PA INC Trash Removal P15C0040 $3,000.00 DRPA-15-067 WASTE MANAGEMENT OF PA INC Trash Removal P15C0041 $22,067.00 DRPA-15-067 WINZINGER INC. Repairs - Bridges P15E0022 $3,008.23 25KTHRES Y-PERS Stores Inventory Account P15P0246 $216.00 25KTHRES Y-PERS Stores Inventory Account P15P0263 $3,426.00 25KTHRES Y-PERS Stores Inventory Account P15P0277 $843.75 25KTHRES BALANCE SHEET DELAWARE RIVER PORT AUTHORITY BALANCE SHEET March 31, 2015 UNAUDITED Restricted Funds Restricted Funds March 31, 2015 December 31 2014 Capital Project Revenue Maintenance Bond Service Bond Reserve General Combined Combined Fund Funds Fund Fund Funds Funds Fund Total Total

Assets Current Assets Cash and cash equivalents $ - $ - $ 1,600,628 $ - $ - $ - $ 28,567,541 $ 30,168,169 $ 31,048,925 Investments - - 1,017,000 - - - 441,445,599 442,462,599 434,116,036 Accounts receivable, net of allowance for uncollectibles - - 4,640,843 - - - 4,194,412 8,835,255 9,136,830 Accrued interest receivable ------329,379 329,379 425,709 Transit system and storeroom inventories - - 387,556 - - - 5,558,976 5,946,533 5,999,891 Economic development loans - current ------600,000 600,000 3,773,988 Prepaid expenses - - 1,579,196 - - - 1,601,776 3,180,972 5,253,256 Restricted assets ------Cash and cash equivalents - 536,831 1,790,499 - - - - 2,327,330 3,247,038 Investments - 15,303,626 11,917,981 4,761,785 25,275,997 135,194,525 - 192,453,914 240,692,468 Accrued interest receivable - 3,605 - - - - 0 3,605 3,605

Total current assets -$ 15,844,061$ 22,933,703$ 4,761,785$ $ 25,275,997 $ 135,194,525 $ 482,297,684 $ 686,307,755 $ 733,697,747

Noncurrent Assets Restricted investments for capital projects - 224,131,784 - - - - - 224,131,784 239,730,418

Capital assets 2,139,174,445 25,000 2,139,199,445 2,127,256,648 Accumulated Depreciation 793,581,142 - 793,581,142 779,236,228

Total capital assets, net of accumulated depreciation $ 1,345,593,303 $ - $ - $ - $ - $ - $ 25,000 $ 1,345,618,303 $ 1,348,020,421

Other Economic development loans, net of allowance for uncollectibles ------14,169,876 14,169,876 14,169,289 Debt insurance costs, net of amortization 981,561 - - - - - 288,721 1,270,282 1,295,393

Total other assets 981,561 - - - - - 14,458,597 15,440,158 15,464,682

Total noncurrent assets 1,346,574,865$ 224,131,784$ -$ -$ $ - $ - $ 14,483,597 $ 1,585,190,245 $ 1,603,215,520

Total assets 1,346,574,865$ 239,975,845$ 22,933,703$ 4,761,785$ $ 25,275,997 $ 135,194,525 $ 496,781,281 $ 2,271,498,000 $ 2,336,913,267

Deferred Outflows of Resources Accumulated decrease in fair value of hedging derivatives 116,424,408 ------116,424,408 116,424,408 Loss on refunding of debt 7,439,574 - - - - - 4,353,547 11,793,121 12,339,216

Total deferred outflows of resources $ 123,863,982 -$ $ - $ - $ - $ - $ 4,353,547 $ 128,217,529 $ 128,763,624

Liabilities Current Liabilities Accounts payable Retained amounts on contracts - - 149,843 - - - 10,654,726 10,804,569 10,389,689 Other - - 5,617,750 - - - 3,482,691 9,100,441 27,405,657 Accrued liabilities Claims and judgments - - 71,132 - - - 254,711 325,843 721,000 Self-insurance - - 1,073,450 - - - - 1,073,450 2,000,000 Pension - - 248,866 - - - 1,867,753 2,116,620 2,660,421 Sick and vacation leave benefits - - 659,899 - - - 118,299 778,198 975,000 Other - - 434,010 - - - 904,230 1,338,240 1,484,434 Unearned revenue - - 872,703 - - - 3,943,836 4,816,539 4,420,774 Liabilities payable from restricted assets ------Accrued interest payable - - - - 12,023,553 - - 12,023,553 24,284,937 Bonds payable - current 38,461,338 - - - - - 11,787,929 50,249,267 47,385,000

Total current liabilities 38,461,338$ -$ 9,127,652$ -$ $ 12,023,553 $ - $ 33,014,175 $ 92,626,719 $ 121,726,912

Noncurrent Liabilities Accrued liabilities Claims and judgments - - 192,318 - - - 1,758,107 1,950,426 1,935,732 Self-insurance - - 1,366,210 - - - 2,075,094 3,441,304 2,583,412 Sick and vacation leave benefits - - 1,982,696 - - - 1,100,089 3,082,785 2,921,895 Other postemployment benefits - - 21,174,955 - - - 10,146,963 31,321,918 31,445,459 Unearned revenue - - 4,818,237 - - - - 4,818,237 4,908,438 Premium payment payable - derivative companion instrument 29,335,455 ------29,335,455 29,335,455 Derivative instrument - interest rate swap 116,489,556 - - - - 692,191 - 117,181,747 117,181,747 Bonds payable, net of unamortized discounts and premiums 1,344,207,168 - - - - - 170,637,669 1,514,844,838 1,565,792,844

Total noncurrent liabilities 1,490,032,180$ -$ 29,534,416$ -$ $ - $ 692,191 $ 185,717,923 $ 1,705,976,710 $ 1,756,104,983

Total liabilities 1,528,493,518$ -$ 38,662,069$ -$ $ 12,023,553 $ 692,191 $ 218,732,098 $ 1,798,603,429 $ 1,877,831,895

Total net position (58,054,672)$ 239,975,845$ (15,728,366)$ 4,761,785$ $ 13,252,444 $ 134,502,334 $ 282,402,730 $ 601,112,100 $ 587,844,996

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

Page 1 DELAWARE RIVER PORT AUTHORITY Combined Statements of Revenues, Expenses and Changes in Net Position For the Period Ended March 31, 2015 and March 31, 2014 (amounts expressed in thousands) Period Ending 2015 2014

Operating Revenues Bridges Tolls (Schedule 4) $ 67,893 $ 65,207 Other operating revenues 1,225 1,073

Total bridge operating revenues 69,118 66,279

Transit system Passenger fares 5,939 5,925 Other operating revenues 328 354

Total transit system operating revenues 6,268 6,279 Total operating revenues 75,386 72,558

Operating Expenses Bridge Operations 10,459 10,846 Transit System 11,814 12,534 Community impact 945 936 General and administration 9,244 10,213 Port of Philadelphia and Camden 15 11 Depreciation - DRPA 9,099 10,929 Depreciation - PATCO 5,246 2,740

Total operating expenses 46,822 48,210

Operating Income 28,564 24,348 Nonoperating Revenues (Expenses) Investment Income (Schedule 3) 2,929 2,248 Change in fair value of derivative instruments (Note 4) - - 2,929 2,248 Interest On Funded Debt (Note 12) Port District Project bonds, Series 1999 (614) (707) Refunding Revenue bonds, Series A, B & C 2010 (142) (165) 1999 Rev. Bond Swap Payments (Related to 2010 A, B, & C Series) (4,409) (4,697) Revenue bonds, Series D 2010 (3,864) (3,864) Port District Project Refunding Bonds, Series 2012 (1,296) (1,335) Revenue bonds, Series 2013 (5,772) (5,772) Refunding Revenue bonds, Series 2008 (175) (200) 1995 Rev. Bond Swap Payments (Related to 2008 A, & B Series) (3,564) (3,801) Amortization expense (Note 12) Revenue bonds, Series 2010 (10) - Port District Project bonds, Series 1999 (15) (15) (19,860) (20,556)

Page 2 Economic development activities - (210) Other nonoperating revenues 1 5 Other grant revenues 368 302 Bond issuance costs - - Other nonoperating expenses (49) -

Total nonoperating revenues (expenses) (16,611) (18,210)

Income before capital contributions 11,954 6,138

Capital Contributions Federal and state capital improvement grants $ 1,313 $ 5,629

Change in net position 13,267 11,767

Net Position, January 1 587,845 511,389

Net Position, March 31 $ 601,112 $ 523,156

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

Page 3 CONSOLIDATED STATEMENT OF CASH FLOWS For the period ended March 31 (Unaudited) (amounts expressed in thousands)

3 Months 3 Months OPERATING ACTIVITIES: 2015 2014 Operating revenues in excess of expenses $ 28,564 $ 24,951 Other nonoperating revenues and expenses 320 307 Adjustments to reconcile operating and non operating income to net cash provided by operating activities: Depreciation 14,345 13,669

Economic development activities ($0) (210)

Changes in assets and liabilities which provided (used) cash: Accounts receivable 302 (676) Economic development loans - Net 3,173 184 Derivative Instruments - 6,031 Transit system and stores inventory 53 52 Prepaid expenses and other assets 2,072 (1,422) Accounts payable & other (16,136) (277) Accrued liabilities and interest (1,299) (211) Unearned revenue (306) 91 Accrued interest receivable 96 (794) Net cash provided by operating activities $ 31,186 $ 41,695

CAPITAL AND RELATED FINANCING ACTIVITIES: Acquisition and construction of capital assets (11,943) (30,871) Cash provided by capital grants 1,313 5,629 Repayment of funded debt (48,084) (41,945) Interest paid (32,693) (23,917) Proceeds from facility disposals - - Net cash used for capital and related financing activities $ (91,406) $ (91,104)

NET DECREASE IN CASH BEFORE INVESTING ACTIVITIES $ (60,220) $ (49,409)

INVESTMENT ACTIVITIES: Unrestricted:

Net Proceeds from sale (purchases) of investments 39,892 45,669 Decrease (Increase) in investments $ 39,892 $ 45,669

Restricted: Net Proceeds from sale (purchases) of investments 15,599 1,332 Decrease in investments $ 15,599 $ 1,332

Change in fair value of Derivative instruments Receipts of interest income 2,929 2,248

Net cash provided by investing activities $ 58,420 $ 49,249

NET INCREASE IN CASH $ (1,801) $ (160)

CASH, BEGINNING OF YEAR $ 34,296 $ 30,760

CASH, END OF PERIOD $ 32,495 $ 30,600

CASH AT MARCH 31 Unrestricted $ 30,168 $ 30,063 Restricted $ 2,327 $ 537 $ 32,495 $ 30,600

Page 4 DELAWARE RIVER PORT AUTHORITY

Other Postemployment Benefits Trust Combined Statement of Trust Net Position Available for Benefits For the Period Ended March 31, 2015 (amounts expressed in thousands)

Assets March 31, 2015 Investments $ 10,780

Total current assets 10,780

Net Position Held in trust for retiree health benefits 10,780

Total net position $ 10,780

The accompanying notes to combined financial statements are an integral part of this statement.

Page 5 DELAWARE RIVER PORT AUTHORITY Other Postemployment Benefits Trust Combined Statement of Changes in Trust Net Position For the Period Ended March 31, 2015 (amounts expressed in thousands) Unaudited

Additions March 31, 2015 Employer contributions Investment income

Total additions 15,601

Deductions Benefit payments - Administrative expenses -

Total deductions -

Increase in net position -

Net Position, January 1 10,780

Net Position, March 31 $ 10,780

The accompanying notes to combined financial statements are an integral part of this statement.

Page 6 Combined Supplemental Schedule of Changes in Fund Net Position Information by Fund For the Period Ended March 31, 2015 (amounts expressed in thousands)

Restricted Restricted Maintenance Restricted Debt Service Combined Capital Revenue Reserve General Debt Service Reserve Project 3/31/2015 12/31/2014 Fund Fund Fund Fund Funds Funds Funds Total Total

Net Position (Deficiency), January 1 $ (93,402) $ (19,783) $ 4,689 257,952$ $ 48,201 $ 133,755 $ 256,432 $ 587,845 $ 511,389

Revenues and Expenses Operating revenues 0 69,104 6,282 - - 0 75,386 330,882 Operating expenses (14,345) (10,143) (13,090) - - 0 (37,578) (161,955) General administration expenses (9,205) (38) - 0 (9,244) (41,347) Investment income - 90 73 1,976 747 42 2,929 8,479 Interest expense (170) - 298 (19,988) - 0 (19,860) (78,377) Economic development activities - () - - 0 () (2,401) Other nonoperating revenues (expenses) () (48) - 0 (48) 3,437 Other grant revenues 368 - - 0 368 1,307

Total revenues and expenses (14,515) 49,846 73 (4,253) (19,988) 747 42 11,953 60,025

Government Contributions for Capital Improvements, Additions and Other Projects - - - 1,313 - - - 1,313 16,431

Interfund Transfers and Payments Bond service (21,807) (10,616) 32,424 - 0 Funds free and clear of any lien or pledge - (23,984) 23,984 - - 0 Funds for permitted capital expenditures - - 15,640 - (15,640) Retirement of bonds 37,920 - 9,465 (47,385) - 0 Funds for permitted port projects - - 857 - (857) Capital additions 11,943 - (11,940) - - 0 1 () Net equity swap transfers - - - - -

Total interfund transfers and payments 49,863 (45,791) - 27,390 (14,961) (16,497) 1 ()

Net Position (Deficiency), March 31 $ (58,055) $ (15,728) $ 4,762 $ 282,403 $ 13,252 $ 134,502 $ 239,977 $ 601,112 $ 587,845

Page 7 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

Note 1. Summary of Significant Accounting Policies

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

The costs of providing facilities and services to the general public on a continuing basis are recovered primarily in the form of tolls and fares. The Authority is a member of the E-ZPass Interagency Group, the largest interoperable Electronic Toll Collection System in the world, comprised of twenty-five (25) agencies in fifteen (15) states. Through March 31, 2015, customer participation in the E-ZPass electronic toll collection process grew to almost seventy percent (69.8%) of its toll collection activity during rush hour periods. Toll revenues collected through E-ZPass now exceed sixty-eight percent (68.5%) of total toll revenues. The Office of the Chief Operating Officer manages the RiverLink Ferry System, which runs daily between Penn’s Landing in Philadelphia and the during its operating season, as well as the Authority’s eleven-story office building in Camden, New Jersey.

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

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

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

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

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

Page 8 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

Note 1. Summary of Significant Accounting Policies (Continued)

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

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

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

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

Investment in Facilities: Investment in facilities is stated at cost, which generally includes expenses for legal expenses incurred during the construction period. Investment in facilities also includes the cost incurred for port-related projects, and improvements, enlargements and betterments to the original facilities. Replacements of existing facilities (except for primarily police and certain other vehicles whose estimated useful life is two years or less) are also recorded at cost. The related costs and accumulated depreciation of the property replaced are removed from the respective accounts, and any gain or loss on disposition is credited or charged to non-operating revenues or expenses. Assets capitalizable generally have an original cost of five thousand dollars ($5) or more and a useful life in excess of three years. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets, including those financed by federal and state contributions (Notes 7 and 14).

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

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

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

Self-insurance: The Authority provides for the uninsured portion of potential public liability and workers’ compensation claims through self-insurance programs and charges current operations for estimated claims to be paid (Note 15).

Economic Development Activities: The Authority establishes loan loss provisions for economic development loans receivable, based upon collection history and analysis of creditor’s ability to pay. The Authority has established a loss reserve in the amount of $1,345 as of December 31, 2014 and 2013 for its economic development loans outstanding.

Page 9 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

Note 1. Summary of Significant Accounting Policies (Continued)

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

Net Investment in Capital Assets: This component of net position consists of capital assets, net of accumulated depreciation, reduced, by the outstanding balances of any bonds, notes or other borrowings that are attributable to the acquisition, construction, or improvement of those assets. If there are significant unspent related debt proceeds at year-end, the portion of the debt attributable to the unspent proceeds is not included in the calculation of net investment in capital assets. Rather, that portion of the debt is included in the same net position component as the unspent proceeds. Restricted: This component of net position consists of external constraints imposed by creditors (such as debt covenants), grantors, contributors, laws or regulations of other governments, or constraints imposed by law through constitutional provisions or enabling legislation, that restricts the use of net position. Unrestricted: This component of net position consists of a net position that does not meet the definition of “restricted” or “net investment in capital assets.” This component includes net position that may be allocated for specific purposes by the Board. A deficiency will require future funding. Operating and Non-operating Revenues and Expenses: Operating revenues include all revenues derived from facility charges (i.e., toll revenues, which include E-ZPass revenues), PATCO operations (passenger fare, advertising and parking), and other revenue sources. Non-operating revenues principally consist of interest income earned on various interest-bearing accounts and on investments in debt securities. Operating expenses include expenses associated with the operation, maintenance, and repair of the bridges, PATCO, Port of Philadelphia and Camden (“PPC”) operations, and general administrative expenses. Non-operating expenses principally include expenses attributable to the Authority’s interest on funded debt and economic development activities. When both restricted and unrestricted resources are available for use, it is the Authority’s policy to use restricted resources first, then unrestricted resources as they are needed. Debt Management: Total outstanding bond debt reflected on the statements of net position is net of unamortized bond discounts and premiums (Note 12). The Authority presently has two active interest rate hedge (swap) agreements (derivative instruments) with UBS AG to hedge interest rates on a portion of its outstanding long-term debt (Note 4). Derivative Instruments and the Related Companion Instruments: The Authority has entered into two interest rate swap agreements with the Bank of America, N.A. for the primary purposes of investing and for the aforementioned purpose of hedging interest rates on its outstanding long-term debt. In accordance with Governmental Accounting Standards Board Statement No. 53, Accounting and Financial Reporting for Derivative Instruments, all activity related to the interest rate swap agreements has been recorded on the combined financial statements and is further detailed in Note 4. Budget: In accordance with Section 5.15 of the 1998 Revenue Refunding Bonds Indenture of Trust and its Supplemental Indentures and Section 5.07 of the 1999 and 2012 Port District Project Bond Indentures of Trust, the Authority must annually adopt an Annual Budget on or before December 31 for the ensuing year. Section 5.15 of the 1998 Revenue Refunding Bond Indenture of Trust requires that the Authority, on or before December 31, in each fiscal year, adopt a final budget for the ensuing fiscal year of (i) operational expenses, (ii) the PATCO Subsidy, (iii) the amount to be deposited to the credit of the Maintenance Reserve Fund, and (iv) the estimated amounts to be deposited into the Debt Service Fund, the Debt Service Reserve Fund, and the Rebate Fund. Each Annual Budget must also contain the Authority’s projections of revenues for the ensuing fiscal year demonstrating compliance with the covenant as to facility charges as set forth in Section 5.09 of the Indentures of Trust. On or before December 31 in each fiscal year, the Authority must file a copy of the Annual Budget for the ensuing fiscal year with the Trustees.

Page 10 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

Note 1. Summary of Significant Accounting Policies (Continued) Budget (Continued): The Port District Project Bond Indentures require the following: the adopted budget must set forth, inter alia, the PATCO Subsidiary, the amount of any operating subsidy paid or payable by the Authority to or for the account of any other subsidiary of the Authority (including, without limitation, the Port of Philadelphia and Camden) and all other material operating expenses of the Authority payable from the General Fund. (See Note 11 for description of funds established under the Trust Indentures.) The Authority must also include the debt service payable on the bonds and any additional subordinated indebtedness during the ensuing fiscal year and all amounts required to be paid by the Authority into the Debt Service Reserve Fund or the Rebate Fund or to any Reserve Fund Credit Facility issuer during the ensuing fiscal year. On or before December 31, in each fiscal year, the Authority must file a copy of the Annual Budget for the ensuing fiscal year with the Trustees and Credit Facility Issuer.

The Authority filed the appropriate budgets as described above to its bond trustees by December 31, 2014 and 2013, in compliance with the bond indentures.

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

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

Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the combined financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes: The Authority is a public corporate instrumentality of the State of New Jersey and the Commonwealth of Pennsylvania, and is described in its amended governing Compact, has been “deemed to be exercising an essential government function in effectuating such purposes,” and therefore is exempt from income taxes pursuant to the Internal Revenue Code (Section 115).

Note 2. Cash and Cash Equivalents Custodial Credit Risk Related to Deposits: Custodial credit risk is the risk that, in the event of a bank failure, the Authority’s deposits might not be recovered. The Authority does not have a deposit policy for custodial credit risk. As of December 31, 2014, the Authority’s bank balance of $52,130 (including certificate of deposit of $13,622 classified as investments in the statements of net position), was exposed to custodial credit risk as follows:

2014 Uninsured and uncollateralized $ 49,982

Uninsured and collateralized (collateral held by bank's department or agent, but not in the Authority's name) $ 685

Also, included in the Authority’s December 31, 2014 bank balance of $52,130 is a $25,000 certificate of deposit. Since the certificate of deposit is invested for a term of seven days, the Authority has reported it as “cash and cash equivalents” on the combined statements of net position and cash flows as of December 31, 2014.

Page 11 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

Note 3. Investment in Securities Excluding the investments of the OPEB Trust, the Authority’s investments in various securities are maintained for specified funds in accordance with the provisions of the Indenture of Trust adopted as of July 1, 1998. Custodial Credit Risk Related to Investments: For an investment, custodial credit risk is the risk that, in the event of the failure of the counterparty, the Authority will not be able to recover the value of its investments or collateral securities that are in possession of an outside party. Of the Authority’s investments at December 31, 2014 $900,916, consisted of investments in asset backed securities, commercial paper, corporate bonds and notes, mortgage pass-through securities, municipal bonds, repurchase agreements, U.S. federal agency notes and bonds, and U.S. government treasuries, are uninsured, not registered in the name of the Authority, and held by the counterparty’s trust department or agent but not in the Authority’s name. As of December 31, 2014, the Authority had the following investments: Investment Maturities 2014 Asset back securities 337.48 months average 193$ Commercial paper 6.40 months average 50,092 Corporate bonds and notes 38.98 months average 44,714 Mortgage pass-through securities 216.95 months average Municipal bonds 26.73 months average 110 Repurchase agreements daily 1,001 Short-term investments 2.48 months average 746,452 U.S. federal agency notes and bonds 213.02 months average 11,751 U.S. government treasuries 31.86 months average 46,603

900,916 Certificates of deposits held at banks 13,622

Total 914,538$

The weighted average maturity of the Authority’s investment portfolio was 8.85 months as of December 31, 2014. The short-term investments listed above consist of money market funds. Since it is the policy of the Authority to utilize these funds for the purchase of investments with longer maturities, these amounts have been classified as investments in the statements of net position as opposed to cash and cash equivalents. Interest Rate Risk: The Authority’s General Fund investment policy limits investment maturities as a means of managing its exposure to fair value losses arising from increasing interest rates and is as follows: the average effective duration of the portfolio is not to exceed twenty-four months, and the maximum effective duration of any individual security is not to exceed five years, unless otherwise specified. Credit Risk: Investments are purchased in accordance with the 1998 Indenture of Trust and its Supplemental Indenture and General Fund investment parameters and generally include U.S. government obligations, money market funds, obligations of U.S. agencies or instrumentalities, and obligations of public agencies or municipalities rated in either of the two highest rating categories by Standard & Poor’s Ratings or Moody’s Investors Services. In accordance with the 1998 Indenture of Trust and its Supplemental Indentures, the Authority invests in corporate bonds and commercial paper rated A-1 by Standard and Poor’s Corporation. Guaranteed Income Contracts are collateralized by U.S. government and agency securities, and debt obligations having a rating in the highest rating category from Moody’s Investors Service or Standard and Poor’s Rating Services.

Page 12 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

Note 3. Investment in Securities (Continued)

Credit Risk (Continued): On February 20, 2013, the Authority’s Board approved Resolution 13-034, adopting a new comprehensive General Fund investment policy, which revised and refined its original investment policy. The policy redefined the approved, and non-approved, investment vehicles, in which its existing investment management firms can invest the Authority’s funds. This policy became effective July 1, 2013.

As of December 31, 2014, the following are the actual ratings by Standard & Poor’s:

Asset Corporate U.S. Federal US Actual Backed Commercial Bonds Municipal Repurchase Agency Notes Government Rating Securities Paper and Notes Bonds Agreements and Bonds Treasuries AAA - - 1,189$ - - - 350$ AA+ - 50,092$ 2,097 110$ - 10,789$ 45,303 AA 4$ - 3,038 - - - - AA1 - - 7,047 - - - - A+ - - 9,628 - - - - A - -9,180- - - - A1 - - 9,340 - - - - BBB+ - - 1,738 - - - - CC 56 ------D 133 ------Unrated - - 1,457 - 1,001$ 962 950 193$ 50,092$ 44,714$ 110$ 1,001$ 11,751$ 46,603$

As of December 31, 2014, the following are the actual ratings by Moody’s:

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

Aaa - - 1,488$ - - 10,789$ 45,304$ Aa1 - - 1,517 - - - - Aa2 - - 5,764 - - - - Aa3 - 50,092$ 4,472 - - - - A - - 497 - - - - A1 - - 6,411 - - - - A2 4$ - 10,256 110$ - - - A3 - - 6,675 - - - - Baa1 - - 524 - - - - Baa2 - - 4,605 - - - - Bbb - - 229- - - - C 189 ------Unrated - - 2,276 - 1,001$ 962 1,299

193$ 50,092$ 44,714$ 110$ 1,001$ 11,751$ 46,603$

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

Page 13 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

Note 3. Investment in Securities (Continued)

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

As of March 31, 2015 and December 31, 2014, the Authority had $50,829 and $50,092 of investments in Abbey National N.A. and Fortis Funding commercial paper, respectively. These investments are held under the Indentures of Trust (Debt Service Reserve Funds) and represent 8% and 5% of the Authority’s total investments for March 31, 2015 and December 31, 2014.

OPEB Trust:

As of March 31, 2015, the initial year of the OPEB Trust (Note 10), investments were as follows:

Investment Maturities 2015

Mutual funds - money market 1.00 months average $10,780

Interest Rate Risk: The Authority’s investment policy for the OPEB Trust calls for highly liquid, short-term investments. As a result, the fund invests in a variety of high quality money market securities designed to allow the fund to maintain a stable net asset value of $1.00 per share. These instruments include commercial paper, U.S. government agency notes, certificates of deposit, time deposits, and other obligations issued by domestic and foreign banks. Such investments in an open-end mutual fund are not subject to custodial credit risk because their existence is not evidenced by securities that exist in physical or book entry form.

Credit Risk: As of March 31, 2015, the actual rating by Standard & Poor’s for the mutual fund was A1+. The credit rating reflects Standard & Poor’s short-term issuer debt rating.

Note 4. Derivative Instruments

In accordance with the requirements of Governmental Accounting Standards Board Statement No. 53, Accounting and Financial Reporting for Derivative Instruments (“GASBS 53”), related to derivative instruments, the Authority engaged a financial advisory firm to analyze the effectiveness of the two “cash- flow hedges” (specifically the 1995 and 1999 Revenue Bond swaptions). Both swaptions were found to be substantially effective. At March 31, 2015 and December 31, 2014, the value of the pay-fixed interest rate swap (1995 Revenue Bond Swaption) was $52,714. At March 31, 2015 and December 31, 2014, the value of the pay-fixed interest rate swap (1999 Revenue Bond Swaption) was $63,710. The pay-fixed interest rate swaps are classified as deferred outflows of resources on the combined statement of net position, and $116,424 at March 31, 2015 and December 31, 2014, respectively.

Page 14 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

Note 4. Derivative Instruments (Continued)

The fair value balance and notional amounts of derivative instruments outstanding at December 31, 2014 and 2013, classified by type, and the changes in fair value of such derivative instruments for the year ended as reported in the 2014 and 2013 combined financial statements are as follows (debit (credit)):

Changes in Fair Value Fair Value at December 31, Classifi- Classifi- cation Amount cation Amount Notional 2014 2013 2014 2013 2014 2013 Investment derivatives: Receive-fixed interest rate swaption (1999 PDP, Series B, Debt Interest Derivative Service Reserve Fund) revenue 161$ (120)$ instrument (144)$ (305)$ 10,436$ 10,436$ Receive-fixed interest rate swaption (1999 Revenue Bonds Debt Interest Derivative Service Reserve Fund) revenue 611 (458) instrument (548) (1,159) 39,657 39,657 Pay-fixed interest rate Interest Derivative swap revenue 49 (375) instrument (65) (114) 24,595 24,595 Cash flow hedges: Pay-fixed interest rate swap (1995 Revenue Deferred Derivative Bonds Swaption) outflow (1,006) 24,096 instrument (52,714) (51,708) 287,800 304,510 Pay-fixed interest rate swap (1999 Revenue Deferred Derivative Bonds Swaption) outflow (1,100) 28,290 instrument (63,710) (62,610) 312,660 331,840

At December 31, 2010, the Authority determined that a portion of the 1999 Revenue Bonds cash flow hedge, pay-fixed interest rate swap no longer met the criteria for effectiveness due to the partial 2010 refunding of the 1999 Revenue Bonds; therefore, this cash flow hedge was reclassified as an investment derivative, with a notional value of $24,595 as of December 31, 2014. The fair values of the interest rate swaptions and swaps are indicative value based on mid-market levels as of the close of business on December 31, 2014 and 2013, and were derived from proprietary models based upon well-recognized financial principles and reasonable estimates about relevant future market conditions.

Objective and Terms of Hedging Derivative Instruments: The following table summarizes the objective and terms of the Authority’s hedging instruments outstanding at March 31, 2015:

Notional Effective Maturity Type Objective Amount Date Date Terms Pay-fixed interest Hedge of changes Pay 5.447%; rate swap (1995 in cash flows of the receive 66% of Revenue Bonds 2008 Revenue one-month Swaption) Refunding Bonds 270,180$ 01/01/06 01/01/26 LIBOR Pay-fixed interest Hedge of changes Pay 5.738%; rate swap (1999 in cash flows of the receive 66% of Revenue Bonds 2010 Revenue one-month Swaption) Refunding Bonds 292,360$ 01/01/10 01/01/26 LIBOR

Page 15 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

Note 4. Derivative Instruments (Continued)

1995 Revenue Bonds Swaption: On May 2, 2001, the Authority entered into the 1995 Revenue Bonds Swaption with UBS AG in the initial notional amount of $358,215. Under the 1995 Revenue Bonds Swaption, UBS AG had the option, exercisable 120 days preceding January 1, 2006, January 1, 2007, and January 1, 2008, to elect to have the 1995 Revenue Bonds Swaption commence on the January 1 next succeeding the exercise of the option. Under the 1995 Revenue Bonds Swaption, (i) UBS AG was obligated to pay to the Authority $7,144 on January 1, 2006, as an exercise premium amount; (ii) UBS AG is obligated to pay periodic payments (payable monthly) to the Authority based upon a variable rate of 66% of the USD-LIBOR-BBA index; and (iii), the Authority is obligated to pay periodic payments (payable monthly) to UBS AG based upon a fixed rate of 5.447% per annum. The periodic interest rates are applied to the notional amount of the 1995 Revenue Bonds Swaption, which amortizes annually, commencing January 1, 2007, from its initial notional amount. Only the net difference in the periodic payments is to be exchanged between the Authority and UBS AG.

The periodic payment obligations of the Authority under the 1995 Revenue Bonds Swaption are secured and payable equally and ratably with Bonds issued under the 1998 Revenue Bond Indenture. Regularly scheduled periodic payments to be made by the Authority under the 1995 Revenue Bonds Swaption are insured by Ambac Assurance. In addition to other Events of Default and Termination Events (as defined in the 1995 Revenue Bond Swaption), there exists an Additional Termination Event with respect to the Authority if the credit rating of Bonds issued under the 1998 Revenue Bond Indenture (without reference to municipal bond insurance or credit enhancement) falls below “Baa3” with respect to Moody’s Investors Service (“Moody’s”) or “BBB-” with respect to Standard & Poor’s Ratings Group (“S&P”) or Fitch Ratings (“Fitch”), or the Bonds cease to be rated by one of Moody’s, S&P or Fitch (and such rating agencies are still in the business of rating obligations such as the Bonds). However, as provided in the 1995 Revenue Bond Swaption, so long as no Insurer Credit Event (as defined therein) has occurred, no Early Termination Date can be designated unless Ambac Assurance has consented in writing thereto.

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

On September 3, 2005, UBS AG advised the Authority that it was exercising its option on this swaption as of January 1, 2006. As a result, UBS AG paid the Authority $7,144 on January 3, 2006 as an exercise premium, which has been recorded as an unearned revenue and is being amortized as interest revenue over the life of the interest rate swap agreement. The Authority made its initial net monthly swap payment in February 2006. The Authority has been current on all of its net payments during the period 2006 to 2014 and it is current on its 2015 monthly net swap interest payments to UBS AG, which totaled $3,564 as of March 31, 2015.

On June 21, 2012, Moody’s downgraded UBS’ long-term ratings from Aa3 to A2. The ratings of the counterparty (UBS AG) to the 1995 Revenue Bonds Swap by Moody’s, S&P, and Fitch are A2, A, and A, respectively, as of March 31, 2015. As of March 31, 2015, the 1995 Revenue Bond Swaption had a mark-to-mark value of ($70,923). As of March 31, 2015, the notional value of the swap was $270,180.

Page 16 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

Note 4. Derivative Instruments (Continued)

1995 Revenue Bonds Swaption (Continued): The following schedule represents the accretion of interest and amortization of the premium payment payable – derivative companion instrument through the term of the interest rate swap agreement, at an effective interest rate of 4.62324%:

Imputed Year Ending Beginning Interest Debt Ending December 31, Balance Accrual Payment Balance 2015 11,934$ 552$ (2,226)$ 10,260$ 2016 10,260 474 (2,072) 8,662 2017 8,662 400 (1,911) 7,151 2018 7,151 331 (1,741) 5,741 2019 5,741 265 (1,561) 4,445 2020-2024 4,445 559 (4,755) 249 2025 249 11 (260) - (See Note 20, Subsequent Events for further information related to the replacement of UBS as swap counterparty on the 1995 Revenue Bond Swaps).

1999 Revenue Bonds Swaption: On May 2, 2001, the Authority entered into the 1999 Revenue Bonds Swaption with UBS AG in the initial notional amount of $403,035. Under the 1999 Revenue Bonds Swaption, UBS AG had the option, exercisable 120 days preceding January 1, 2010, January 1, 2011, and January 1, 2012, to elect to have the 1999 Revenue Bonds Swaption commence on the January 1 next succeeding the exercise of the option. Under the 1999 Revenue Bonds Swaption, if exercised, (i) UBS AG is obligated to pay periodic payments (payable monthly) to the Authority based upon a variable rate of 66% of the USD-LIBOR-BBA index, and (ii), the Authority is obliged to pay periodic payments (payable monthly) to UBS AG based upon a fixed rate of 5.738% per annum. The periodic interest rates are applied to the notional amount of the 1999 Revenue Bonds Swaption, which amortizes annually, commencing January 1, 2011, from its initial notional amount. Only the net difference in the periodic payments is to be exchanged between the Authority and UBS AG.

Once exercised, the 1999 Revenue Bonds Swaption would continue (unless earlier terminated) through January 1, 2026. The periodic payment obligations of the Authority under the 1999 Revenue Bonds Swaption (if exercised) are secured and payable equally and ratably with Bonds issued under the 1998 Revenue Bond indenture. Regularly scheduled periodic payments to be made by the Authority under the 1999 Revenue Bonds Swaption are insured by Ambac Assurance. In addition to other Events of Default and Termination Events (as defined in the 1999 Revenue Bonds Swaption), there exists an Additional Termination Event with respect to the Authority if the credit rating of Bonds issued under the 1998 Revenue Bond Indenture (without reference to municipal bond insurance or credit enhancement), falls below “Baa3” with respect to Moody’s or “BBB-” with respect to S&P or Fitch, or the Bonds cease to be rated by one of Moody’s, S&P or Fitch (and such rating agencies are still in the business of rating obligations such as the Bonds).

However, as provided in the 1999 Revenue Bond Swap, so long as no Insurer Credit Event (as defined therein) has occurred, no Early Termination Date can be designated unless Ambac Assurance has consented in writing thereto.

In consideration for entering into the 1999 Revenue Bonds Swaption, the Authority received a net up- front, non-refundable option payment in the amount of $20,142 from UBS AG, which has been recorded on the combined financial statements as a noncurrent liability (premium payment payable – derivative companion instrument). In accordance with the provisions of GASBS 53, this derivative companion instrument is considered a “borrowing” resulting from the intrinsic value of the swaption at inception. During the option period, interest accretes at the effective rate implied by the cash flows on the borrowing at inception. Once the swaption is exercised, and becomes an active swap, a portion of the swap interest payments are attributed to principal and interest payments on the borrowing.

Page 17 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

Note 4. Derivative Instruments (Continued)

1999 Revenue Bonds Swaption (Continued): On September 3, 2009, UBS AG advised the Authority that it was exercising its option on this swaption as of January 1, 2010. The Authority began making net interest payments to USB AG, the counterparty, commencing in February 2010, representing January’s net interest payment. . The Authority has been current on all of its net payments during the period 2006 to 2014 and it is current on its 2015 monthly net swap interest payments to UBS AG, which totaled $4,409.

On June 21, 2012, Moody’s downgraded UBS’ long-term ratings from Aa3 to A2. The ratings of the counterparty (UBS AG) to the 1999 Revenue Bonds Swap by Moody’s, S&P, and Fitch are A2, A, and A, respectively, as of March 31, 2015. As of March 31, 2015, the 1999 Revenue Bond Swaption had a mark-to-mark value of ($89,065). As of March 31, 2015, the notional value of the swap was $316,955.

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

Imputed Year Ending Beginning Interest Debt Ending December 31, Balance Accrual Payment Balance 2015 17,401$ 820$ (3,245)$ 14,976$ 2016 14,976 706 (3,024) 12,658 2017 12,658 597 (2,793) 10,462 2018 10,462 493 (2,547) 8,408 2019 8,408 396 (2,287) 6,517 2020-2024 6,517 837 (6,987) 367 2025 367 17 (384) - (See Note 20, Subsequent Events for further information related to the replacement of UBS as swap counterparty on the 1999 Revenue Bond Swaps).

Net Swap Payments: Using rates as of December 31, 2014 and assuming the rates are unchanged for the remaining term of the bonds, the following table shows the debt service requirements and net swap payments for the Authority’s hedged variable rate bonds: Variable Rate Bonds Swap Interest Payments Total Year Ending Variable Net Bonds and December31, Principal Interest Total FixedPay Received Pay Swaps 2015 37,920$ 126$ 38,046$ 35,028$ 654$ 34,374$ 72,420$ 2016 40,035 118 40,153 32,904 609 32,295 72,448 2017 42,290 109 42,399 30,660 562 30,098 72,497 2018 44,645 100 44,745 28,291 513 27,778 72,523 2019 47,155 90 47,245 25,789 464 25,325 72,570 2020-2024 278,525 291 278,816 86,217 1,325 84,892 363,708 2025-2026 134,485 29 134,514 11,408 151 11,257 145,771 $ 625,055 $ 863 $ 625,918 $ 250,298 $ 4,278 $ 246,020 $ 871,938

Page 18 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

Note 4. Derivative Instruments (Continued)

Objective and Terms of Investment Derivative Instruments: On August 21, 2000, the Authority entered into two (2) interest rate agreements with Bank of America, N.A. in the notional amounts of $39,657 (the “2000 Swaption #1”) and $10,436 (the “2000 Swaption #2”, and together with the 2000 Swaption #1, the “2000 Swaptions”). Under the 2000 Swaptions, Bank of America, N.A. has the option on certain future dates (two business days preceding July 1, 2005 and each January 1 and July 1 thereafter through and including July 1, 2025 with respect to the 2000 Swaption #1 and two business days preceding January 2, 2006 and each July 1 and January 1 thereafter through and including July 1, 2025 with respect to the 2000 Swaption #2) to cause the 2000 Swaption #1 or the 2000 Swaption #2, as applicable, to commence on the next succeeding January 1 or July 1. If an option is exercised, the 2000 Swaption #1, or the 2000 Swaption #2, as applicable, would continue (unless earlier terminated) through January 1, 2026. The Authority’s obligations under the 2000 Swaptions are general unsecured corporate obligations.

If the options relating to the 2000 Swaption #1 or the 2000 Swaption #2 are exercised, Bank of America, N.A. is obligated to pay periodic interest payments (payable monthly) to the Authority based upon a fixed rate of 5.9229% per annum, and the Authority is obligated to pay periodic interest payments (payable monthly) to Bank of America, N.A. at a variable rate based upon the Securities Industry and Financing Markets Association (SIFMA) (formerly the BMA Municipal Swap Index) (a tax-exempt variable rate index). Only the net difference in the periodic payments owed would be exchanged between Bank of America, N.A. and the Authority. As of December 31, 2014, Bank of America, N.A. has not exercised its options on the aforementioned swaptions with a value totaling ($692).

In consideration for entering into the 2000 Swaptions, the Authority received net up-front, non-refundable option payments in the aggregate amount of $1,400 from Bank of America, N.A., which represented the time value for holding the written option. Such payments were recorded as unearned revenue and amortized as interest revenue in prior years. No balance remained as of March 31, 2015 and December 31, 2014.

Risks Related to Derivative Instruments:

Credit Risk: For the years ended December 31, 2014 and 2013, the Authority was not exposed to credit risk on its hedging derivative instruments or investment derivatives as all such derivative instruments were in a liability position based on their fair values. The credit ratings of the counterparties, however, are A2, A, and A as rated by Moody’s, S&P, and Fitch, respectively, as of March 31, 2015 and December 31, 2014.

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

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

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

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

Page 19 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

Note 4. Derivative Instruments (Continued)

Risks Related to Derivative Instruments (Continued):

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

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

At its September 2014 meeting, the Authority’s Board approved resolution DRPA 14-116 entitled “Authorization to Terminate and Replace Existing UBS Swaps with New Swap Counterparty(ies)“ which authorized the Authority to terminate its existing swaps with UBS “in order to reduce Authority swap exposure and to provide more favorable terms to the Authority.” In addition, the Authority adopted a written swap policy. (Note: subsequent to the passage of DRPA-14-116, the Authority issued a RFQ related to the possible replacement of its existing counterparty, and is presently working with several respondents to complete the ISDA Master agreement and other documentation necessary to change the current counterparty.)

Note 5. Accounts Receivable

Accounts receivable for March 31, 2015 and December 31, 2014 are as follows:

3/31/2015 12/31/2014

Reimbursements from governmental agencies - capital improvements to the PATCO system due from the 2,550$ 3,481$ Federal Transit Administration Reimbursements from governmental agencies - FTA, DOT, FEMA, PEMA, and U.S. and NJ Homeland Security 59 709 Development projects 3,523 3,563 E-ZPass bridge tolls from other agencies 4,551 3,762 Other 1,654 1,122

Gross receivables 12,335 12,637 Less: allowance for uncollectibles (3,500) (3,500)

Net total receivables 8,835$ 9,137$

Page 20 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

Note 6. Changes in Long-Term Liabilities

Long-term liability activity for the period ended March 31, 2015 is as follows:

Beginning Ending Due within Balance Increases Decreases Balance 1 Year Bonds payable 1999 Port District Project Bonds 27,675$ (3,665)$ 24,010$ 3,945$ 2008 Revenue Refunding Bonds 287,800 (17,620) 270,180 18,575 2010 Revenue Refunding Bonds 337,255 (20,300) 316,955 21,460 2010 Revenue Bonds 308,375 308,375 2012 Port District Project Refunding Bonds 147,240 (5,800) 141,440 6,030 2013 Revenue Bonds 476,585 476,585 Issuance discounts/premiums 28,248 (699) 27,549 Total bonds payable 1,613,178 (48,084) 1,565,094 50,010 Other liabilities Claims and judgments 2,657 340 (721) 2,276 326 Self-insurance 4,583 858 (927) 4,515 1,073 Sick and vacation leave 3,898 938 (975) 3,861 778 Unearned revenue 9,329 1,431 (1,125) 9,635 4,817 Other (includes net OPEB obligation) 31,445 (123) 31,322 Premium payment payable - derivative companion instrument 29,335 29,335 5,096 Derivative instrument - interest rate swap 117,182 117,182 1,811,607$ 3,567$ (51,955)$ 1,763,220$ 62,100$

Long-term liability activity for the year ended December 31, 2014 is as follows:

Beginning Ending Due within Balance Increases Decreases Balance 1 Year Bonds payable 1999 Port District Project Bonds 31,080$ (3,405)$ 27,675$ 3,665$ 2008 Revenue Refunding Bonds 304,510 (16,710) 287,800 17,620 2010 Revenue Refunding Bonds 350,000 (12,745) 337,255 20,300 2010 Revenue Bonds 308,375 308,375 2012 Port District Project Refunding Bonds 153,030 (5,790) 147,240 5,800 2013 Revenue Bonds 476,585 476,585 Issuance discounts/premiums 31,135 25$ (2,912) 28,248

Total bonds payable 1,654,715 25 (41,562) 1,613,178 47,385 Other liabilities Claims and judgments 6,854 6,234 (10,431) 2,657 721 Self-insurance 3,687 3,484 (2,588) 4,583 2,000 Sick and vacation leave 4,122 22 (246) 3,898 975 Unearned revenue 8,682 1,670 (1,023) 9,329 4,421 Other (includes net OPEB obligation) 41,502 5,543 (15,600) 31,445 Premium payment payable - derivative - companion instrument 33,588 (4,253) 29,335 Derivative instrument - interest rate swap 116,646 2,106 (1,570) 117,182

1,869,796$ 19,084$ (77,273)$ 1,811,607$ 55,502$

Page 21 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

Note 7. Investment in Facilities Capital assets for the period ended March 31, 2015 were as follows:

Beginning Ending Balance Increases Decreases Balance Capital assets not being depreciated Land 74,225$ 74,225$ Construction in progress 348,278 11,943$ 360,221 Total capital assets not being depreciated 422,503 11,943 - 434,446 Capital assets being depreciated Bridges and related building and equipment 1,138,185 1,138,185 Transit property and equipment 559,866 559,866 Port enhancements 6,703 6,703 Total capital assets being depreciated 1,704,754 - - 1,704,754 Less: accumulated depreciation for: Bridges and related building and equipment (521,992) (9,018) (531,010) Transit property and equipment (252,430) (5,246) (257,676) Port enhancements (4,813) (82) (4,895) Total accumulated depreciation (779,235) (14,346) (793,581) Total capital assets being depreciated, net 925,519 (14,346) - 911,173

Total capital assets, net 1,348,022$ (2,403)$ -$ 1,345,619$

Capital assets for the year ended December 31, 2014 were as follows:

Beginning Ending Balance Increases Decreases Balance Capital assets not being depreciated Land 74,225$ 74,225$ Construction in progress 290,453 131,992$ (74,167)$ 348,278 Total capital assets not being depreciated 364,678 131,992 (74,167) 422,503 Capital assets being depreciated Bridges and related building and equipment 1,124,425 18,118 (4,358) 1,138,185 Transit property and equipment 506,193 56,012 (2,339) 559,866 Port enhancements 6,665 38 6,703 Total capital assets being depreciated 1,637,283 74,168 (6,697) 1,704,754

Less: accumulated depreciation for: Bridges and related building and equipment (489,630) (36,720) 4,358 (521,992) Transit property and equipment (234,427) (20,342) 2,339 (252,430) Port enhancements (4,450) (363) (4,813) Total accumulated depreciation (728,507) (57,425) 6,697 (779,235) Total capital assets being depreciated, net 908,776 16,743 - 925,519

Total capital assets, net 1,273,454$ 148,735$ (74,167)$ 1,348,022$ Total depreciation expense for the periods ended March, 31, 2015 and December 31, 2014 was $14,346 and $57,425, respectively. Page 22 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

Note 8. Deferred Compensation Plan

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

Note 9. Pension Plans

Employees of the Authority participate in the Pennsylvania State Employees’ Retirement System, the Public Employees’ Retirement System of New Jersey, or the Teamsters Pension Plan of Philadelphia and Vicinity.

Pennsylvania State Employees’ Retirement System:

Plan Description: Permanent full-time and part-time employees are eligible and required to participate in this cost-sharing multiple-employer defined benefit plan that provides pension, death and disability benefits.

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

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

The Pennsylvania State Employees’ Retirement System issues a publicly available annual financial report, including financial statements, which may be obtained by writing to Pennsylvania State Employees’ Retirement System, 30 North Third Street, Harrisburg, Pennsylvania 17108-1147.

Page 23 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

Note 9. Pension Plans (Continued)

Pennsylvania State Employees’ Retirement System (Continued):

Funding Policy: The contribution requirements of plan members and the Authority are established and amended by the Pennsylvania State Employees’ Retirement System Board. As of January 1, 2002, employees are required to contribute 6.25% (unless opting for 9.3% deductions in order to be eligible for the 2.5% pension compensation) of their gross earnings to the plan. The Authority was required to, and did, contribute an actuarially determined amount to the plan, which equaled 17.57%, 13.27% and 9.42%, of covered payroll in 2014, 2013 and 2012, respectively. In 2014, 2013 and 2012, the Authority’s required contributions to the plan were $7,652, $5,728, and $4,058, respectively, which represented 100% of the required contribution for the aforementioned years.

New Jersey Public Employees Retirement System (NJ PERS):

Plan Description: Permanent full-time employees, hired after January 1, 2002, who were members of NJ PERS when they were hired, are eligible to participate in the cost-sharing multiple-employer defined benefit plan (administered by the New Jersey Division of Pensions and Benefits). The NJ PERS was established in 1955. The PERS provides retirement, death and disability, and medical benefits to qualified members. Vesting and benefit provisions are established by N.J.S.A. 43:15A and 43:3B.

Funding Policy: The contribution requirements of plan members are determined by State statute. In accordance with Chapter 62, P.L. 1994, plan members enrolled in the NJ PERS were required to contribute 5% of their annual covered salary. Effective July 1, 2008, however, in accordance with Chapter 92, P.L. 2007 and Chapter 103, P.L. 2007, plan members were required to contribute 5.5% of their annual covered salary. For employees enrolled in the retirement system prior to July 1, 2008, the increase was effective with the payroll period that began immediately after July 1, 2008. Pursuant to the provisions of Chapter 78, P.L. 2011, effective October 1, 2011, the active member contribution rate increased to 6.5%, plus an additional 1.0% phased-in over seven years. The phase-in of the additional incremental member contribution amount began July 1, 2012 and increases each subsequent July 1. The State Treasurer has the right under the current law to make temporary reductions in member rates based on the existence of surplus pension assets in the retirement system; however, the statute also requires the return to the normal rate when such surplus pension assets no longer exist.

The Authority is billed annually for its normal contribution, plus any accrued liability. The Authority began sending employee contributions to NJ PERS beginning in January 2006. The year 2008 was the first year that the Authority was required to, and did, contribute an actuarially determined amount to the plan. For the years ended December 31, 2014, 2013 and 2012, the Authority’s total contribution to the plan was $66, $83 and $117, respectively, which represented 100% of the required contribution for the aforementioned years. For the years ended December 31, 2014, 2013 and 2012, the contributions consisted of a normal contribution amount of $11, $24 and $33, respectively and an accrued liability amount of $51, $67 and $78, respectively.

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

Teamsters Pension Plan of Philadelphia and Vicinity:

Plan Description: Certain represented employees are eligible and required to participate in the Teamsters Pension Plan of Philadelphia and Vicinity, which is a cost-sharing, multiple-employer benefit plan which provides pension, death and disability benefits. A member may retire at the later of (a) the date the employee reaches 65 or (b) the tenth anniversary of the employee’s commencement of participation in the plan.

Page 24 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

Note 9. Pension Plans (Continued)

Teamsters Pension Plan of Philadelphia and Vicinity (Continued):

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

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

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

Funding Policy: The Teamsters Pension Plan is controlled by the Teamsters Pension Plan of Philadelphia and Vicinity Board. The employer’s contribution requirements are determined under the terms of one Collective Bargaining Agreement in force between the employer and the Teamsters. The daily contribution rate was $22.90 per participating employee, and increased to $24.02 per participating employee effective August 2014. The Authority’s contributions totaled 7.67%, 8.02% and 8.22% of covered payroll in 2014, 2013 and 2012, respectively. The employees of the Authority make no contributions to the plan. The Authority contributed $1,001, $1,066, and $1,076 in 2014, 2013 and 2012, respectively, which represented 100% of the required contribution for the aforementioned years.

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

Note 10. Postemployment Healthcare Plan

Plan Description: The Authority provides certain health care and life insurance benefits for retired employees, where such benefits are established and amended by the Authority’s Board of Commissioners. The Authority’s Plan provides two agent multiple-employer post-employment healthcare plans which cover two retiree populations: eligible retirees under the age of sixty-five (65) receive benefits through Amerihealth and eligible retirees sixty-five (65) and over receive benefits through the United Health Group (in partnership with AARP) and Aetna. Life insurance benefits to qualifying retirees are provided through Prudential. The plans are administered by the Authority; therefore, premium payments are made directly by the Authority to the insurance carriers.

During 2014, the Authority’s Board of Commissioners passed resolution DRPA-14-057 authorizing the Authority to make an initial OPEB contribution in the amount of $10,790 to the newly established OPEB Trust, which was established with PNC Institutional Management. The OPEB Trust is irrevocable and is exempt from federal and state income taxes under Internal Revenue Code Section 115. The sole purpose of the OPEB Trust is to provide funds to pay postemployment benefits to qualified retirees and their dependents. Through its annual budget resolution, the Authority is authorized to contribute and an additional $5,000 to its OPEB Trust during 2015.

Page 25 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

Note 10. Postemployment Healthcare Plan (Continued)

Funding Policy: Employees become eligible for retirement benefits based on hire date and years of service. For employees hired after January 1, 2007, no subsidized retiree benefits are offered. The contribution requirements of plan members and the Authority are established, and may be amended, by the Authority’s Board of Commissioners. Plan members receiving benefits contribute the following amounts: $65 per month for retiree-only coverage for the base plan, $130 per month for retiree/spouse (or retiree/child) coverage, and $195 per month for retiree/family (or children) coverage to age sixty-five (65) for the base plan, and $55 per month per retiree, per dependent for both the United Health Group (in partnership with AARP) and Aetna coverages. An additional amount is required for those retirees, under age sixty-five (65), who opt to participate in the “buy-up plan” for retirees and their dependents.

As previous stated, the Authority made its initial irrevocable contribution to the OPEB Trust during 2014. Prior to 2014, the Authority funded its current retiree postemployment benefits cost on a “pay-as-you-go“ basis, net of plan member contributions. The Authority’s contributions to the Plan, which includes the “pay-as-you-go“ costs, net of plan member contributions, for the years ended 2014, 2013, and 2012 were $15,600, $5,304 and $4,242, respectively.

Future Retirees: In accordance with GASBS No.45, the Authority is required to expense the annual required contribution (ARC) of the employer, an amount actuarially determined in accordance with the parameters of GASBS 45. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any unfunded actuarial liabilities (or funding excess) over a period not to exceed thirty (30) years. The ARC includes the costs of both current and future retirees. The current ARC was determined to be $5,056, at an unfunded discount rate of 5%. As stated above, the Authority has begun funding the actuarial accrued liability for postemployment benefits.

Annual OPEB Cost: The Authority’s annual required contribution (ARC), the interest on the net OPEB obligation, the adjustment to the ARC, the increase or decrease in the net OPEB obligation, the net OPEB obligation, and the percentage of annual OPEB cost contributed to the plan for 2014, 2013 and 2012 are as follows:

2014 2013 2012 Annual required contribution (arc) 5,056$ 4,963$ 5,347$ Interest on the net OPEB obligation 2,075 2,068 1,978 Adjustment to the arc (1,588) (1,588) (1,270) Annual OPEB cost 5,543 5,443 6,055 Pay-as-you go cost (existing retirees) (4,810) (5,304) (4,242) Increase (decrease) in the net OPEB obligation 733 139 1,813 Net OPEB Obligation, January 1 41,502 41,363 39,550 OPEB Obligation, December 31 42,235 41,502 41,363 OPEB Trust Contributions (10,790) - -

Net OPEB Obligation, December 31 31,445$ 41,502$ 41,363$

Percentage of Annual OPEB Cost Contributed 281% 97% 70%

Funded Status and Funding Progress: Using the report from January 1, 2013, the most recent actuarial valuation date, the results were rolled forward to calculate year-end December 31, 2014. The actuarial accrued liability for benefits as of December 31, 2014 was $115,245, and the actuarial value of plan assets was $10,780, or 9.4% funded, resulting in an unfunded actuarial accrued liability (UAAL) of $104,465.

Page 26 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

Note 10. Postemployment Healthcare Plan (Continued)

Funded Status and Funding Progress (Continued): The covered payroll (annual payroll of active employees covered by the plan) was $43,453 and the ratio of the UAAL to the covered payroll was 240.4%. (For additional information, please refer to the “required supplementary information schedule of funding progress for health benefits plan” shown at the end of the footnote section.) Actuarial valuations of an ongoing plan involve estimates of the value of reported amounts and assumptions about the probability of occurrence of events far into the future.

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

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

In the January 1, 2013 actuarial valuation, the projected unit credit actuarial cost method was used. Under this method an actuarial accrued liability is determined as the actuarial present value of the portion of projected benefits which is allocated to service before the current plan year. In addition, a normal cost is determined as the actuarial present value of the portion of projected benefits which is allocated to service in the current plan year for each active participant under the assumed retirement age. The UAAL is being amortized (straight-line) for thirty (30) year on an open basis. The actuarial assumptions included the following:

Mortality: The mortality table employed in the valuation was the RP2000 Healthy Table Male and Female.

Inflation Rate: 2.5% per annum compounded annually.

Discount Rate: Future costs have been discounted at the rate of 5.00% compounded annually for GASBS 45 purposes.

Turnover: Assumptions for terminations of employment other than for death or retirement will vary by age and years of service with rates of turnover based on State Employees Retirement System of Pennsylvania.

Disability: No terminations of employment due to disability were assumed. Retirees resulting from a disability were factored into the determination of age at retirement.

Age of Retirement: The assumption that the active participants, on average, will receive their benefits when eligible, but no earlier than age 55.

Spousal Coverage: Married employees will remain married.

Prior Service: No prior service for active employees was assumed.

Page 27 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

Note 10. Postemployment Healthcare Plan (Continued)

Actuarial Methods and Assumptions (Continued):

Health Care Cost Trend Rate:

Year Pre-65 Post-65

Initial Trend 01/01/15 to 01/01/18 9.0% 9.0% Ultimate Trend 01/01/19 to later 5.0% 5.0% Grading Per Year 1.0% 1.0%

Projected Salary Increase: Annual salary increase is 2.5%.

Administration Expenses: The annual cost to administer the retiree claims was assumed at 2.5% which was included in the annual health care costs.

Employee Contributions: It was assumed that employees will contribute two thousand six hundred and eleven ($2,611) per year for family medical coverage and eight hundred eighty four ($884) for single medical coverage.

Note 11. Indentures of Trust

The Authority is subject to the provisions of the following indentures of Trust: Revenue Refunding Bonds of 1998, dated July 1, 1998; the Revenue Refunding Bonds of 2008, dated July 25, 2008 and the Revenue Refunding Bonds of 2010 and the 2010 Revenue Bonds (Series D), dated May 15, 2010 and July 15, 2010 respectively; and the 2013 Revenue Bonds, dated December 1, 2013, respectively (collectively the “Bond Resolution”); the Port District Project Bonds of 1999, dated December 1, 1999, and the 2012 Port District Project Refunding Bonds, dated December 1, 2012.

The Bond Resolution requires the maintenance of the following accounts:

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

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

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

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

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

Page 28 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

Note 11. Indentures of Trust (Continued)

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

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

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

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

Note 12. Funded and Long-Term Debt

At March 31, 2015, the Authority had $1,565,094 in Revenue, Revenue Refunding, and Port District Project Bonds outstanding, consisting of bonds issued in 1999, 2008, 2010, 2012 and 2013. The 1999 Port District Project Bonds were issued pursuant to an Indenture of Trust dated December 1, 1999. The 2008 Revenue Refunding Bonds were issued pursuant to the Indenture of Trust dated July 1, 1998, as supplemented by a Fourth Supplemental Indenture dated October 1, 2007 and a Fifth Supplemental Indenture dated July 15, 2008. The 2010 Revenue Refunding Bonds were issued pursuant to an Indenture of Trust as previously supplemented by five supplemental indentures thereto and as further supplemented by a Sixth Supplemental Indenture dated as of March 15, 2010. The 2010 Revenue Bonds were issued pursuant to Indenture of Trust, dated as of July 1, 1998, a Sixth Supplemental Indenture, dated as of March 15, 2010, and a Seventh Supplemental Indenture, dated as of July 1, 2010. The 2012 Port District Project Refunding Bonds were issued pursuant to an Indenture of Trust dated December 1, 2012. The 2013 Revenue Bonds were issued pursuant an Indenture of Trust, a Ninth Supplemental Indenture, dated as of December 1, 2013.

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

Page 29 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

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

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

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

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

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

The 1999 Port District Project Bonds (Series A) outstanding at March 31, 2015 are as follows:

Maturity Date Interest Principal Maturity Date Interest Principal (January 1) Rate/Yield Amount (January 1) Rate/Yield Amount Term Bonds 2016 7.63% 3,945$ 2019 7.63% 4,920$ 2017 7.63% 4,245 2020 7.63% 5,295 2018 7.63% 4,570 2021 7.63% 1,035

Total par value of 1999 Port District Project Bonds 24,010$

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

Page 30 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

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

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

The 2008 Revenue Refunding Bonds were issued pursuant to the Compact, the New Jersey Act, the Pennsylvania Act (as such terms are defined herein) and an Indenture of Trust dated as of July 1, 1998, by and between the Authority and TD Bank, N.A., Cherry Hill, New Jersey, as successor to Commerce Bank, N.A. (the “Trustee”), as supplemented by a First Supplemental Indenture dated as of July 1, 1998, a Second Supplemental Indenture dated as of August 15, 1998, a Third Supplemental Indenture dated as of December 1, 1999, a Fourth Supplemental Indenture dated as of October 1, 1997 and a Fifth Supplemental Indenture dated as of July 15, 2008 (the “Fifth Supplemental Indenture”) (collectively, the “1998 Revenue Bond Indenture”).

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

The 2008 Revenue Refunding Bonds are subject to purchase on the demand of the holder at a price equal to principal plus accrued interest on seven days’ notice and delivery to the Authority’s tender agent, TD Bank, N.A. The tender agent shall provide a copy of said notice to the applicable remarketing agent, who is authorized to use its best efforts to sell the repurchased bonds at a price equal to 100 percent of the principal plus accrued interest to the purchase date.

Under irrevocable direct pay letters of credit (“DPLOC”) issued by Bank of America, N.A. and TD Bank, N.A., the trustee or the remarketing agent is entitled to draw an amount sufficient to pay the purchase price of the bonds delivered to it. The letters of credit (“LOC”) require the Authority to make immediate payment of any draws under the line and were valid through July 23, 2013. In 2013, the letters of credit were extended as noted below.

The Authority was initially required to pay annual facility fees to Bank of America, N.A. and , N.A. for the letters of credit. The initial facility fee was calculated based on 1.35% of the gross amount available under the line based on the Authority’s bond ratings, as determined by Moody’s and S&P. In addition, the Authority was required to pay an annual remarketing fee, payable quarterly in arrears, equal to 0.07% of the aggregate principal amount of the bonds outstanding at the beginning of the period.

On June 28, 2013, the Authority amended and extended its DPLOC with TD Bank, N.A. supporting the 2008 Revenue Refunding Bonds, Series B, to expire on December 31, 2017. In addition, the Authority amended and extended its DPLOC with the Bank of America, N.A., effective on July 22, 2013, to expire on July 22, 2016. The new LOC fees range from 0.65% to 0.70%. The annual remarketing fees remained unchanged.

Page 31 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

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

2008 Revenue Refunding Bonds (Continued): The 2008 Revenue Refunding Bonds outstanding at March 31, 2015 are as follows:

Series A Series B Maturity Date Interest Principal Maturity Date Interest Principal (January 1) Rate/Yield Amount (January 1) Rate/Yield Amount 2026 Variable 127,985$ 2026 Variable 142,195$ Total par value of 2008 Revenue Refunding Bonds 270,180$

Interest Rate Mode: Weekly Rate Determination Date: Generally each Wednesday Interest Rate Payment Dates: First Business day of each month Rate in Effect at March 31, 2015: Series A - .020%; Series B - .010%

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

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

Sinking Fund Installments January 1 Series A Series B Total

2016 $8,800 $9,775 $18,575 2017 9,280 10,310 19,590 2018 9,785 10,870 20,655 2019 10,315 11,465 21,780 2020 10,880 12,090 22,970 2021 11,475 12,745 24,220 2022 12,100 13,440 25,540 2023 12,755 14,175 26,930 2024 13,455 14,945 28,400 2025 14,185 15,760 29,945 2026 14,955 16,620 31,575 127,985$ 142,195$ 270,180$

Page 32 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

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

2010 Revenue Refunding Bonds: On June 30, 2010, the Authority issued $350,000 in Revenue Refunding Bonds, Series A of 2010, Revenue Refunding Bonds, Series B of 2010 and Revenue Refunding Bonds, Series C of 2010 as variable rate demand obligations (“VRDOs”). The 2010 Revenue Refunding Bonds were issued pursuant to the Indenture of Trust dated as of July 1, 1998 by and between the Authority and TD Bank, N.A., Cherry Hill, New Jersey, as successor to Commerce Bank, N.A. (“Trustee”), as previously supplemented by five supplemental indentures thereto and as further supplemented by a Sixth Supplemental Indenture (“Sixth Supplemental Indenture”) dated as of March 15, 2010 (collectively, “1998 Revenue Bond Indenture”). The 2010 Revenue Refunding Bonds were issued to provide funds, together with other available funds, to (i) currently refund $349,360 aggregate principal amount of the Authority’s outstanding Revenue Bonds, Series of 1999, (ii) fund any required deposit to the 1998 Debt Service Reserve Fund (defined herein), and (iii) pay the costs of issuance of the 2010 Revenue Refunding Bonds.

The 2010 Revenue Refunding Bonds are subject to purchase on the demand of the holder at a price equal to principal plus accrued interest on seven days’ notice and delivery to the Authority’s tender agent, TD Bank, N.A. The tender agent shall provide a copy of said notice to the applicable remarketing agent, who is authorized to use its best efforts to sell the repurchased bonds at a price equal to 100 percent of the principal plus accrued interest to the purchase date.

Under irrevocable letters of credit issued by J.P. Morgan Chase, N.A., Bank of America, N.A. and PNC Bank, N.A., the trustee or the remarketing agent is entitled to draw an amount sufficient to pay the purchase price of the bonds delivered to it. The letters of credit (“LOC”) require the Authority to make immediate payment of any draws under the line and were valid through March 29, 2013. In 2013, the letters of credit were replaced as noted below.

Initially, the Authority was required to pay annual facility fees to J.P. Morgan Chase, N.A., Bank of America, N.A. and PNC Bank, N.A. for the letters of credit in percentages varying from 1.35% to 1.675% of the gross amount available under the LOC, through March 21, 2013, when these LOCs were replaced. In addition, the Authority was required to pay an annual remarketing fee, payable quarterly in arrears, equal to 0.10% of the aggregate principal amount of the bonds outstanding at the beginning of the period. On March 21, 2013, the Authority completed its LOC substitution/replacement program, replacing the existing LOC providers with three new banks: Royal Bank (Series A), Barclays Bank (Series B), and Bank of New York Mellon (Series C). The LOC fees were reduced, ranging from 0.45% to 0.70%, and the remarketing fee for each series was reduced to 0.08%/annum. The Barclays Bank Direct-Pay Letter of Credit supporting the 2010 Revenue Refunding Bonds, Series B expired March 20, 2015.

At its January 2015 meeting, the Authority’s Board authorized staff to extend the LOC with Barclays, for a “to-be-determined” term. In February 2015, the Authority requested that Barclays extend the letter of credit for a three-year period. On February 18, 2015, Barclays Bank PLC delivered a “Notice of Extension” to TD Bank (trustee for bonds), to extend the “stated Expiration Date” in the LOC to March 20, 2018. The Authority expects to reduce its annual LOC fees by approximately $95,000 annually, as a result of this extension.

Page 33 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

Note 12. Funded and Long-Term Debt (Continued) 2010 Revenue Refunding Bonds (Continued):

The 2010 Revenue Refunding Bonds outstanding at March 31, 2015 were as follows:

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

Series A 2026 Variable 135,840$ Series B 2026 Variable 135,840 Series C 2026 Variable 45,275

Total par value of 2010 Revenue Refunding Bonds 316,955$

Interest Rate Mode: Weekly Rate Determination Date: Generally each Wednesday Rate in Effect at March 31, 2015: Series A - .010%; Series B - .020%; Series C - .010%

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

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

Sinking Fund Installments January 1 Series A Series B Series C Total 2016 9,195$ 9,195$ 3,070$ 21,460$ 2017 9,730 9,730 3,240 22,700 2018 10,280 10,280 3,430 23,990 2019 10,875 10,875 3,625 25,375 2020 11,500 11,500 3,830 26,830 2021 12,160 12,160 4,055 28,375 2022 12,855 12,860 4,285 30,000 2023 13,595 13,595 4,530 31,720 2024 14,375 14,375 4,790 33,540 2025 15,200 15,200 5,065 35,465 2026 16,075 16,070 5,355 37,500 135,840$ 135,840$ 45,275$ 316,955$

Page 34 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

Note 12. Funded and Long-Term Debt (Continued) 2010 Revenue Refunding Bonds (Continued): On July 15, 2010, the Authority issued $308,375 in Revenue Bonds, Series D of 2010 (the “2010 Revenue Bonds”). The 2010 Revenue Bonds were issued by means of a book-entry-only system evidencing ownership and transfer of 2010 Revenue Bonds on the records of The Depository Trust Company, New York, New York (“DTC”), and its participants. Interest on the 2010 Revenue Bonds will be payable semi-annually on January 1 and July 1 of each year commencing January 1, 2011 (each an “Interest Payment Date”).

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

The 2010 Revenue Bonds were issued for the purpose of: (i) financing a portion of the costs of the Authority’s approved Capital Improvement Program; (ii) funding the Debt Service Reserve Requirement for the 2010 Revenue Bonds; and (iii) paying the costs of issuance of the 2010 Revenue Bonds (Series D). (Note: As per its 2008 Reimbursement Resolution, upon issuance of the 2010 Revenue Bonds, the Authority reimbursed its General Fund, for approximately $100 million, for prior capital expenditures made during the period October 2008 through July 2010). The 2010 Revenue Bonds are limited obligations of the Authority and are payable solely from the sources referred to in the 2010 Revenue Bonds and the 1998 Revenue Bond Indenture. Neither the credit nor the taxing power of the Commonwealth of Pennsylvania (the “Commonwealth”) or the State of New Jersey (the “State”) or of any county, city, borough, village, township or other municipality of the Commonwealth or the State is or shall be pledged for the payment of the principal, redemption premium, if any, or interest on the 2010 Revenue Bonds. The 2010 Revenue Bonds are not and shall not be deemed to be a debt or liability of the Commonwealth or the State or of any such county, city, borough, village, township or other municipality, and neither the Commonwealth nor the State nor any such county, city, borough, village, township or other municipality is or shall be liable for the payment of such principal or, redemption premium, or interest. The Authority has no taxing power. Mandatory Sinking Fund Redemption: The 2010 Revenue Bonds maturing January 1, 2035 and January 1, 2040 are subject to mandatory redemption prior to maturity by the Authority, in part, on January 1 of each year in the respective principal amounts set forth below at 100% of the principal amount thereof, plus accrued interest to the Redemption Date from sinking fund installments which are required to be paid in amounts sufficient to redeem on January 1 of each year the principal amount of such 2010 Revenue Bonds specified for each of the years set forth below. Payment of principal and interest on the 2010 Revenue Bonds (the “2010 Insured Bonds”), in the principal amount of $60,000 maturing January 1, 2040 is guaranteed under an insurance policy issued by Assured Guaranty Municipal Corp. (formerly known as Financial Security Assured, Inc.).

Page 35 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

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

2010 Revenue Bonds (Continued):

The 2010 Revenue Bonds outstanding at March 31, 2015 are as follows:

Maturity Date Interest Principal Maturity Date Interest Principal (January 1) Rate/Yield Amount (January 1) Rate/Yield Amount Serial Bonds 2027 5.00% 3,465$ 2028 5.00% 17,210 2029 5.00% 18,070 2030 5.00% 18,975 57,720 Term Bonds 2031* 5.00% 16,245$ 2036* 5.00% 14,575 2031* 5.05% 3,675 2036* 5.00% 10,860 2032* 5.00% 17,055 2037* 5.00% 15,310 2032* 5.05% 3,865 2037* 5.00% 11,400 2033* 5.00% 17,905 2038* 5.00% 16,075 2033* 5.05% 4,060 2038* 5.00% 11,970 2034* 5.00% 18,810 2039* 5.00% 16,875 2034* 5.05% 4,260 2039* 5.00% 12,570 2035 5.00% 19,750 2040 5.00% 17,720 2035 5.05% 4,475 2040 5.00% 13,200 250,655 Total par value of 2010 Revenue Bonds 308,375 Less: unamortized bond discount (489) Total 2010 Revenue Bonds, net 307,886$ * Mandatory sinking fund payments

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

Page 36 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

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

2012 Port District Project Refunding Bonds: On December 20, 2012, the Authority issued $153,030 in Port District Project Refunding Bonds, Series 2012. The Port District Project Refunding Bonds, Series 2012 (the “2012 Bonds”) were issued pursuant to the Compact, the New Jersey Act, the Pennsylvania Act (as such terms are defined herein) and an Indenture of Trust (the "Indenture") dated as of December 1, 2012, between the Authority and TD Bank, N.A., Cherry Hill, New Jersey, as trustee (the "Trustee"). The 2012 Bonds were issued to (i) refund and redeem all of the outstanding principal balance of and interest accrued on the Authority's outstanding Port District Project Bonds, Series B of 1998, (the "1998 Refunded Bonds"), Port District Project Bonds, Series B of 1999 (the "1999 Refunded Bonds"), and Port District Project Bonds, Series A of 2001 (the "2001 Refunded Bonds").

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

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

Redemption Provisions:

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

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

Page 37 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

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

2012 Port District Project Refunding Bonds (Continued):

Redemption Provisions (Continued):

Selection of 2012 Bonds to be Redeemed: If less than all of the 2012 Bonds are to be redeemed and paid prior to maturity, 2012 Bonds registered in the name of the Authority shall be redeemed before other 2012 Bonds are redeemed. Thereafter, the portion of 2012 Bonds to be redeemed shall be selected by the Authority, or if no such selection is made, by lot by the Trustee from among all outstanding 2012 Bonds eligible for redemption. In the case of a partial redemption of 2012 Bonds when 2012 Bonds of denominations greater than the minimum Authorized Denomination are outstanding, then for all purposes in connection with such redemption, each principal amount equal to the minimum authorized denomination shall be treated as though it were a separate 2012 Bond for purposes of selecting the 2012 Bonds to be redeemed, provided that no 2012 Bonds shall be redeemed in part if the principal amount to be outstanding following such partial redemption is not an authorized denomination.

The 2012 Port District Project Refunding Bonds outstanding at March 31, 2015 are as follows:

Maturity Date Interest Principal Maturity Date Interest Principal (January 1) Rate/Yield Amount (January 1) Rate/Yield Amount 2016 5.00% 6,030$ 2022 5.00% 14,085$ 2017 5.00% 6,335 2023 5.00% 240 2018 2.00% 225 2023 3.00% 14,545 2019 5.00% 6,425 2024 5.00% 15,520 2020 5.00% 6,975 2025 5.00% 16,300 2021 5.00% 7,320 2026 5.00% 17,115 2021 5.00% 12,350 2027 5.00% 17,975

Total par value of 2012 Port District Project Refunding Bonds 141,440 Add: unamortized bond premium 16,976

Total 2012 Port District Project Refunding Bonds, net 158,416$

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

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

Page 38 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

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

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

The 2013 Revenue Bonds outstanding at March 31, 2015 are as follows:

Maturity Date Interest Principal Maturity Date Interest Principal (January 1) Rate/Yield Amount (January 1) Rate/Yield Amount 2027 5.000% 23,560$ 2034 5.000% 33,355$ 2027 4.125% 845 2034 4.625% 810 2028 5.000% 25,615 2035 5.000% 35,870 2029 5.000% 26,895 2036 5.000% 37,660 2030 5.000% 28,070 2037 5.000% 36,540 2030 4.500% 170 2038 4.750% 3,000 2031 5.000% 29,650 2038 5.000% 41,515 2032 4.500% 31,135 2039 5.000% 43,590 2033 5.000% 32,535 2040 5.000% 45,770 Total par value of 2013 Revenue Bonds 476,585 Add: unamortized bond premium 11,063 Total 2013 Revenue Bonds, net 487,648$ Optional Redemption: The 2013 Revenue Bonds are subject to redemption at the option of the Authority, prior to maturity, in whole or in part (and if in part, in such order of maturity or within a maturity as the Authority shall specify, or if the Authority shall fail to specify, by lot or by such other method as the Paying Agent determines to be fair and reasonable and in any principal amount in Authorized Denominations), at any time on or after January 1, 2024. Any such redemption shall be made at a redemption price equal to 100% of the principal amount of the 2013 Revenue Bonds to be redeemed, plus accrued interest to the Redemption Date.

Page 39 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

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

Maturities of Principal and Interest on Bonds: The following presents the principal and interest due on all bonds outstanding as of March 31, 2015 (assuming the letter of credit agreements with respect to the variable rate 2008 and 2010 Revenue Refunding Bonds are renewed over the term of the bonds and the bonds are remarketed):

Years Ending December 31, Principal Interest * Total 2016 $50,010 $47,793 $97,803 2017 52,870 47,163 100,033 2018 55,865 46,496 102,361 2019 59,050 45,787 104,837 2020-2024 348,915 217,810 566,725 2025-2029 301,535 191,583 493,118 2030-2034 260,575 135,596 396,171 2035-2039 332,035 62,284 394,319 2040 76,690 1,917 78,607 1,537,545 796,429$ 2,333,974$ Net unamortized bond discounts and premiums 27,549

1,565,094$

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

The interest on variable rate debt is computed using the interest rate effective at December 31, 2014. The interest rates on the Authority’s variable rate debt are set by the remarketing agent and are reset weekly.

In March 2013, the letters of credit supporting the 2010 variable rate bonds were replaced with new letters of credit from Royal Bank of Canada (Series A), Barclay’s Bank PLC (Series B), and The Bank of New York Mellon (Series C), which expire in March 2016, March 2015, and March 2016, respectively. If the letter of credit agreements supporting the 2010 Series A and Series C variable rate bonds are not renewed in 2016 and the 2010 Series A and Series C bonds are mandatorily redeemed, the 2016 debt service requirements will be $206,595, rather than the $50,010 shown in the table above. On February 18, 2015, Barclays Bank PLC (Series B) delivered a “Notice of Extension” to TD Bank (trustee for bonds), to extend the “stated Expiration Date” in the LOC to March 20, 2018.

In June 2013, the letters of credit supporting the 2008 variable rate bonds were renewed and extended with Bank of America, N.A. and TD Bank, N.A. to July 2016 and December 2017, respectively. If the letter of credit agreements supporting the 2008 variable rate bonds are not renewed in 2016 and 2017 and the 2008 bonds are mandatorily redeemed, the 2016 debt service requirements will be $169,195, rather than the $50,010 shown in the table above and the 2017 debt service requirements will be $174,980, rather than the $52,870 shown in the table above.

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

Page 40 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

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

Debt Authorized but not Issued: At its August 2013 meeting, the Authority’s Board authorized the issuance, sale and delivery of up to $550,000 in taxable or tax-exempt fixed rate bonds, to fund the 5- year 2013 Capital Plan (DRPA-13-094). This resolution rescinded and repealed all prior resolutions (DRPA-09-064 and DRPA-13-030) and any prior inconsistent resolutions. In December 2013, the Authority issued $476,600 in fixed rate bonds (the 2013 Revenue Bonds) based on this resolution. As of March 31, 2015, approximately $73,400 remains as authorized, but not issued.

Bond Ratings:

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

Concurrent with the Authority’s issuance of the $476,600 in new revenue bonds, in its report dated November 22, 2013; Moody’s assigned a rating of “A3” to the 2013 Revenue Bonds, and affirmed its existing ratings on all Authority bonds (revenue bonds at “A3”, port district bonds at “Baa3”). The outlook remains at “stable” for all bonds. As of March 31, 2015 these ratings and outlook remain in place.

Standard & Poor’s Ratings Services Bond Ratings (S&P): Concurrent with the issuance of $153,030 in Port District Project Refunding Bonds, on November 30, 2012, S&P affirmed the ratings on all Authority Revenue and Port District Project Bonds; however, the outlook improved from “stable” to “positive” on all bonds. (This represented the first change in S&P’s ratings outlook since it had assigned a “stable” outlook on all the Authority’s bonds in July 2009).

Concurrent with the Authority’s issuance of $476,600 in new revenue bonds, in its report dated November 27, 2013, S&P assigned a rating of “A” on the new series, and upgraded the Authority’s ratings on both its revenue and refunding bonds (from “A-“ to “A”) and on its port district project bonds (from “BBB-“ to “BBB”). The outlook is “stable” for all Authority bonds.

On December 23, 2014, S&P reaffirmed the Authority’s ratings for all of its Revenue/ Revenue Refunding and Port District Project bonds, at “A” and “BBB,” respectively, with a stable outlook. As of March 31, 2015, these ratings, and outlook, remained unchanged. Ratings on Jointly Supported Transactions, 2008 Revenue Refunding Bonds: Moody’s Investors Service (“Moody’s”) and Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (“S&P”), initially assigned their municipal bond ratings to the 2008 Revenue Refunding Bonds based upon the understanding that upon delivery of the 2008A Revenue Refunding Bonds or 2008B Revenue Refunding Bonds, the respective Letter of Credit securing the payment when due of the principal of, or purchase price of 2008A Revenue Refunding Bonds or 2008B Revenue Refunding Bonds tendered for purchase and not otherwise remarketed and interest on the 2008A Revenue Refunding Bonds or 2008B Revenue Refunding Bonds will be delivered by Bank of America, N.A. and TD Bank, N.A., respectively. The long-term ratings assigned by Moody’s and S&P reflect each organization’s approach to rating jointly supported transactions and are based upon the Direct Pay Letters of Credit provided by Bank of America, N.A. for the 2008A Revenue Refunding Bonds and TD Bank, N.A. for the 2008B Revenue Refunding Bonds. Since a loss to a bondholder of a 2008A Revenue Refunding Bond or a 2008B Revenue Refunding Bond would occur only if both the bank providing the applicable Letter of Credit and the Authority default in payment, Moody’s and S&P have assigned a long-term rating to the 2008 Revenue Refunding Bonds based upon the joint probability of default by both applicable parties.

Page 41 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

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

Ratings on Jointly Supported Transactions, 2008 Revenue Refunding Bonds: (Continued): Set forth in the following chart are the jointly supported long term and short term ratings on the 2008 Revenue Refunding Bonds as of March 31, 2015: Long-term Short-term 2008A Revenue Refunding Bonds Moody’s: A1 VMIG 1 S&P AAA A-1

2008B Revenue Refunding Bonds Moody’s Aa1 VMIG 1 S&P AA- A-1+

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

Ratings on Jointly Supported Transactions, 2010 Revenue Refunding Bonds: Moody’s and S&P, initially assigned their municipal bond ratings to the 2010 Revenue Refunding Bonds based upon the understanding that upon delivery of the 2010A Revenue Refunding Bonds, the 2010B Revenue Refunding Bonds or the 2010C Revenue Refunding Bonds, the respective Letter of Credit securing the payment when due of the principal of, or purchase price of the 2010A Revenue Refunding Bonds, the 2010B Revenue Refunding Bonds or the 2010C Revenue Refunding Bonds tendered for purchase and not otherwise remarketed and interest on the 2010A Revenue Refunding Bonds, the 2010B Revenue Refunding Bonds or the 2010C Revenue Refunding Bonds would be delivered by JPMorgan Chase Bank, N.A., Bank of America, N.A. and PNC Bank, N.A. respectively. In 2013, the existing Direct Pay Letters of Credit provided by JPMorgan Chase Bank, N.A., Bank of America, N.A. and PNC Bank, N.A. were replaced with Direct Pay Letters of Credit provided by Royal Bank of Canada, Barclays Bank PLC and The Bank of New York Mellon, respectively. The long-term ratings assigned by Moody’s and S&P reflect each organization’s approach to rating jointly supported transactions and are based upon the Direct Pay Letters of Credit provided by Royal Bank of Canada for the 2010A Revenue Refunding Bonds, Barclays Bank PLC for the 2010B Revenue Refunding Bonds and The Bank of New York Mellon for the 2010C Revenue Refunding Bonds. Since a loss to a bondholder of a 2010A Revenue Refunding Bond, a 2010B Revenue Refunding Bond or a 2010C Revenue Refunding Bond would occur only if both the bank providing the applicable Letter of Credit and the Authority default in payment, Moody’s and S&P have assigned a long-term rating to the 2010 Revenue Refunding Bonds based upon the joint probability of default by both applicable parties. Set forth in the following chart are the jointly supported long term and short term ratings on the 2010 Revenue Refunding Bonds as of March 31, 2015:

Long-term Short-term 2010A Revenue Refunding Bonds Moody’s: Aa3 VMIG 1 S&P AAA A-1+

2010B Revenue Refunding Bonds Moody’s A1 VMIG 1 S&P AAA A-1+

2010C Revenue Refunding Bonds Moody’s Aa1 VMIG 1 S&P AA- A-1+

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

Page 42 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

Note 13. Conduit Debt Obligations

The Authority is authorized to plan, finance, develop, acquire, construct, purchase, lease, maintain, market, improve and operate any project within the Port District including, but not limited to, any terminal, terminal facility, transportation facility, or any other facility of commerce or economic development activity, from funds available after appropriate allocation for maintenance of bridge and other capital facilities. Utilizing this authorization, the Authority has issued certain debt bearing its name to lower the cost of borrowing for specific governmental entities. This debt is commonly referred to as conduit (or non- commitment) debt. Typically, the debt proceeds are used to finance facilities within the Authority’s jurisdiction that are transferred to the third party either by lease or by sale. The underlying lease or mortgage loan agreement, which serves as collateral for the promise of payments by the third party, calls for payments that are essentially the same as collateral for the promise of payments by the third party, calls for payments that are essentially the same as those required by the debt. These payments are made by the third-party directly to an independent trustee, who is appointed to service and administer the arrangement. The Authority assumes no responsibility for repayment of this debt beyond the resources provided by the underlying leases or mortgage loans.

As of March 31, 2015, there was one series of Charter School Project Bonds outstanding, issued for the LEAP Academy Charter School, Inc. The corresponding aggregate principal totaling $8,500 is treated strictly as conduit debt obligations under Interpretation No. 2 of the Governmental Accounting Standards Board (GASB) and accordingly is not included in the financial statements. The following schedule details the series together with the amount outstanding:

12/31/14 12/31/14 03/31/15 Issue Issue Beginning Ending Ending Issue Date Amount Balance Paid Balance Paid Balance

Charter School Project Bonds, Series 2003 09/01/03 8,500$ 6,460$ (310)$ 6,150$ (72)$ 6,078$

In 2013, the Authority was advised by the bond trustee, and counsel for LEAP Academy, that LEAP had lost its tax exemption for failure to file Form 990 for the past three years. LEAP bonds were issued through the Authority; however, DRPA has no responsibility for repayment of this debt, as the debt is guaranteed by Rutgers University. After various appeals, in September 2013, the IRS rescinded its letter thereby fully reinstating LEAP’s tax exemption.

Note 14. Government Contributions for Capital Improvements, Additions and Other Projects

The Authority receives contributions in aid for financing capital improvements to the rapid transit system from the Federal Transit Administration and other government agencies. Capital improvement grant funds of $1,313 and $16,431 were received in March 31, 2015 and December 31, 2014, respectively. The Authority receives federal and state grants for specific construction purposes that are subject to review and audit by the grantor agencies. Although such audits could result in disallowances under terms of the grants, it is the opinion of management that any required reimbursements will not be material to the Authority’s net position.

Page 43 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

Note 15. Contingencies

Public Liability claim exposures are self-insured by the Authority within its self-insured retention limit of $5 million for each occurrence, after which, exists a $25 million limit of Claims Made Excess Liability Insurance per occurrence, and in the aggregate, to respond to any large losses exceeding the retention. The Authority, including DRPA and PATCO, self-insures the initial $1 million limit, per accident, for Workers’ Compensation claims, after which a $5 million limit of Excess Workers’ Compensation insurance is retained to respond to significant claims. (Note: PATCO was completely self-insured for Workers’ Compensation claims until 2014 when DRPA-14-020 approved the purchase of Excess Workers’ Compensation insurance for PATCO.) PATCO self-insures the initial $1 million limit, per accident, for Workers’ Compensation claims, after which a $5 million limit of Excess Workers’ Compensation insurance is retained to respond to significant claims.

Self-Insurance 2014

Beginning balance 3,687$ Incurred claims 3,484 Payment of claims (2,588) Other - administrative fees, recoveries -

Ending balance 4,583$

The Authority is involved in various actions arising in the ordinary course of business and from Workers’ Compensation claims. In the opinion of management, the ultimate outcome of these actions will not have a material adverse effect on the Authority’s combined net position and combined results of operations.

The Authority purchases commercial insurance for all other risks of loss, e.g. bridge and non-bridge property, crime, terrorism, etc. The Authority reviews annually, and where appropriate, adjusts policy loss limits and deductibles as recommended by its insurance consultants in response to prevailing market conditions, loss experience, and revenues. Policy loss limits are established with the professional assistance of independent insurance broker consultants to ensure that sufficient coverage exists to accommodate the maximum probable loss that may result in the ordinary course of business. In addition, the amounts of settlements for the last three years have not exceeded the insurance coverage provided in those years.

Per Article 5.11 of the 1998 Bond Indenture, the Authority must certify and submit to the bond trustee, by April 30 of each year, that it has sufficient coverage with regards to “multi-risk insurance” (on DRPA and PATCO facilities), “use and occupancy insurance” (i.e., business interruption), etc. The Authority submitted its annual certification to the bond trustee, prior to the deadline, in April 2014.

Note 16. Commitments

Development Projects: In support of previously authorized economic development projects, the DRPA’s Board of Commissioners authorized loan guarantees to various banks to complete the financing aspects of a particular project. The Authority’s Board authorized loan guarantees in an amount not to exceed $27,000, prior to 2011 when the Board stopped funding new economic development projects.

At year-end 2014, the Authority had two (2) outstanding loan guarantees with various banks, one with L3 Communications (for $10,000) and the other with the Home Port Alliance. On February 6, 2015, the Authority entered into a “Mutual Release of Guaranty” agreement with NJEDA, wherein both parties released each other from any obligations under the DRPA guaranty.

Page 44 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

Note 16. Commitments (Continued)

As of March 31, 2015, the Authority had one (1) loan guarantee with Home Port Alliance outstanding for $900. The Authority has made no cash outlays relating to this guarantee.

Home Port Alliance Guarantee (extended 2012): On June 6, 2012, the Authority negotiated a three- year extension of the existing $900 loan guarantee that supports a loan from TD Bank, N.A. to the Home Port Alliance for the Battleship New Jersey. The loan guarantee expires on June 6, 2015. (Additional information can be found in Note 20, Subsequent Events). Community Impact: The Authority has an agreement with the City of Philadelphia (City) for Community Impact regarding the PATCO high-speed transit system (“Locust Street Subway Lease”). The agreement expires on December 31, 2050. In 2015, the base amount payable to the City will total $3,281 as adjusted for the cumulative increases in the Consumer Price Index (CPI) between 1999 and 2014. Base payments remaining in 2016 through 2018 shall equal the previous year’s base payment adjusted by any increase in the CPI for that year. For the years 2018 through 2050, the annual base payment shall equal one dollar.

In addition, for the duration of the lease, the Authority is required to annually create a PATCO Community Impact Fund in the amount of $500, with payment of such fund to be divided annually between communities within the Commonwealth and the State, based on PATCO track miles in the respective states.

The estimated minimum commitment, adjusted for the effect of the increase in the CPI at March 31, 2015, is as follows:

Year Amount

2015 2,836$ 2016 3,787 2017 3,827 2018 500 2019 500 Thereafter 15,500

26,950$

OCIP Letters of Credit: In May 2008, the Authority entered into two new separate irrevocable standby Letters of Credit with TD Bank, N.A. (formerly Commerce Bank) and Wachovia Bank in support of the Authority’s “Owner Controlled Insurance Program (OCIP).” Under this program, the Authority purchased coverage for all contractors working on major construction projects.

The Letter of Credit with Wells Fargo Bank (formerly Wachovia Bank) was for a four-year term in the amount of $5,000 with an expiration date of May 7, 2012. The Letter of Credit with TD Bank, N.A. (formerly Commerce Bank) was in an initial amount of $3,015 and automatically increased annually each May, in the amount of $816, until it expired on May 7, 2012.

Page 45 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

Note 16. Commitments (Continued)

OCIP Letters of Credit (Continued): During 2012, the Authority extended its OCIP for a six-month period. As a consequence, in consultation with the insurance carrier, the Authority’s LOC requirement supporting the program was reduced by $5,000. The Letter of Credit with TD Bank, N.A. was renewed on May 7, 2012 in the amount of $5,462 to expire on December 31, 2013, and again renewed on December 11, 2013 to expire December 31, 2014. The OCIP Letter of Credit with Wells Fargo Bank, in the amount of $5,000, was not renewed.

At its April 12, 2014 meeting, the Authority’s Board passed resolution DRPA-14-052 to extend the OCIP from June 30, 2014 to December 31, 2014. In December 2014, the Authority extended the $5,462 letter of credit with TD Bank, to expire on December 31, 2015.

As of March 31, 2015, the unused amount of the Letter of Credit totaled $5,462. No drawdowns have been made against any Letter of Credit.

Direct Pay Letters of Credit (2008 Revenue Refunding Bonds): The Authority’s 2008 Revenue Refunding Bonds (Series A and B), are secured by irrevocable transferable Direct Pay Letters of Credit (DPLOC) issued by two credit providers, the Bank of America, N.A. and TD Bank, N.A., in the initial amounts of $172,600 and $191,800, respectively. The Authority entered into separate Reimbursement Agreements with each credit provider to facilitate the issuance of said DPLOCs.

Each Letter of Credit is in an original stated amount which is sufficient to pay the unpaid principal amount of and up to fifty-three (53) days of accrued interest (at a maximum interest rate of 12%) on the related 2008A Revenue Refunding Bonds or 2008B Revenue Refunding Bonds, when due, and the Purchase Price of the 2008A Revenue Refunding Bonds or the 2008B Revenue Refunding Bonds tendered or deemed tendered for purchase and not remarketed. The Credit Provider for the 2008A Revenue Refunding Bonds is only responsible for payments with respect to the 2008A Revenue Refunding Bonds for which the 2008A Letter of Credit was issued and the Credit Provider for the 2008B Revenue Refunding Bonds is only responsible for payments with respect to the 2008B Revenue Refunding Bonds for which the 2008B Letter of Credit was issued. The 2008A Letter of Credit and the 2008B Letter of Credit were renewed in July of 2010 and which expired in July of 2013.

As described in the Official Statement for the 2008 Revenue Refunding Bonds, “any draw under Letter of Credit for principal, interest or Purchase Price creates a reimbursement obligation on the part of the Authority that is secured by the 1998 Revenue Bond Indenture on a parity basis with the 2008 Revenue Refunding Bonds.” (Additional information related to this transaction and the accompanying Letters of Credit can be found under Note 12).

These letters of credit were renewed with the Bank of America, N.A. and TD Bank, N.A. in 2013. The new letters of credit with Bank of America, N.A. and TD Bank, N.A. expire on July 22, 2016 and December 31, 2017, respectively.

Letter of Credit Provider Ratings: Ratings for these banks as of March 31, 2015 are as follows: Long-Term Short-Term Moody's S&P Fitch* Moody's S&P Fitch* Bank of America, N.A. (Series A) A2 A A P-1 A-1 F1 Stable Negative Negative

TD Bank, N.A. (Series B) Aa1 AA- AA- P-1 A-1+ F1+ Stable Negative Stable * In April 2012, at the Authority’s request, Fitch Ratings assigned a rating of “A/F1” (stable outlook) to the Authority’s 2008 Series A Revenue Refunding Bonds, based on the DPLOC support provided by the Bank of America, N.A. (“A/F1”, stable outlook) on the bonds

Page 46 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

Note 16. Commitments (Continued)

Direct Pay Letters of Credit (2010 Revenue Refunding Bonds): The Authority’s 2010 Revenue Refunding Bonds (Series A, B and C), were secured by irrevocable transferable Direct Pay Letters of Credit (DPLOC) issued by three credit providers, the Bank of America, N.A., JP Morgan Chase Bank, N.A. and PNC Bank, N.A. in the initial amounts of $152.6 million, $152.6 million and $50.9 million, respectively. The Authority entered into separate Reimbursement Agreements with each credit provider to facilitate the issuance of said DPLOCs. These DPLOC’s were terminated in March 2013, and replaced with new letters of credit from Royal Bank of Canada (Series A), Barclay’s Bank PLC (Series B), and Bank of New York Mellon (Series C). Those letters of credit have an expiration of March 18, 2016, March 20, 2015, and March 18, 2016, respectively. On February 18, 2015, Barclays Bank PLC (Series B) delivered a “Notice of Extension” to TD Bank (trustee for bonds), to extend the “stated Expiration Date” in the LOC to March 20, 2018.

Each Letter of Credit is an irrevocable transferable direct-pay obligation of the respective issuing Credit Provider to pay to the Trustee, upon request and in accordance with the terms thereof, amounts sufficient to pay the unpaid principal amount and up to fifty-three (53) days (or such greater number of days as required by the rating agencies) days’ accrued interest (at the maximum interest rate of 12%) on the related 2010 A Revenue Refunding Bonds, 2010 B Revenue Refunding Bonds or 2010 C Revenue Refunding Bonds when due, whether at the stated maturity thereof or upon acceleration or call for redemption, and amounts sufficient to pay the Purchase Price of the 2010 A Revenue Refunding Bonds, the 2010 B Revenue Refunding Bonds or the 2010 C Revenue Refunding Bonds, as applicable, tendered for purchase and not remarketed. A draw under a Letter of Credit for principal and interest or Purchase Price creates a Reimbursement Obligation (as defined in the 1998 Revenue Bond Indenture) on the part of the Authority.

Letter of Credit Provider Ratings: Ratings for these banks as of March 31, 2015 are as follows:

Long-Term Short-Term Moody's S&P Fitch Moody's S&P Fitch * Royal Bank of Canada Aa3 AA- AA P-1 A-1+ F1+ Stable Stable Stable Barclay's Bank PLC A2 A A P-1 A-1 F1 Negative Stable Stable Bank of New York Mellon Aa2 AA- AA- P-1 A-1 F-1+ Stable Stable Stable

Page 47 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

Note 16. Commitments (Continued)

Contractual Commitments: As of March 31, 2015 the Authority had board-approved contracts with remaining balances as follows:

Total : Bridge and pavement repairs and inspection 3,927$ Temporary toll, clerical, administration and custodial workers 3,347 Toll revenue, transportation, processing and systems upgrade 3,319 ERP consulting services 11,556 Engineering services - program management and task orders 14,244 Other 1,667 Walt Whitman Bridge: Camera installation 75 Deck design, construction, rehabilitation and inspection 3,267 Suspension span stiffening 128,643 Suspension rope investigation and painting 603 : Bridge painting phase I 19,736$ Structural repairs and pavement markings 132 Painting design services 290 : Resurfacing design services, structural repairs and inspection 19,068 PATCO System: Car overhaul program 149,392 Track rehabilitation across Ben Franklin Bridge 33,245 Escalator/elevator replacement 1,171 Other 4,323 Other: One Port Center remedial investigation 209 Other equipment and system upgrades and maintenance 236 398,453$

Page 48 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

Note 17. Bridge and PATCO Fare Schedules

Bridge Fares: On July 1, 2011, the approved new bridge toll schedule was implemented as follows:

Class 1 - Motorcycle 5.00$ Class 2 - Automobile 5.00 Class 3 - Two Axle Trucks 15.00 Class 4 - Three Axle Trucks 22.50 Class 5 - Four Axle Trucks 30.00 Class 6 - Five Axle Trucks 37.50 Class 7 - Six Axle Trucks 45.00 Class 8 - Bus 7.50 Class 9 - Bus 11.25 Class 10 - Senior Citizen (with 2 tickets only) 2.50 Class 13 - Auto with Trailer (1 axle) 8.75

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

Lindenwold/Ashland/Woodcrest 3.00$ Haddonfield/West Haddonfield/Collingswood 2.60 Ferry Avenue 2.25 New Jersey 1.60 City Hall/Broadway/Philadelphia 1.40 Off-Peak Reduced Fare Program 0.70

As noted above, PATCO has a federally mandated reduced off-peak fare program for “elderly persons and persons with disabilities.” These off-peak rates increased from $0.62/trip to $0.70/trip.

In December 2014, the Authority’s Board of Commissioners passed DRPA-14-147 (DRPA Resolution Authorizing Deferral of Biennial CPI toll increase) which deferred the CPI-indexed biennial toll increase from January 1, 2015 to January 1, 2017 (See Note. 20, Subsequent Events for further information related to the toll schedule).

Note 18. New Governmental Accounting Pronouncements

The Governmental Accounting Standards Board (GASB) has issued several statements that have effective dates that may impact future financial presentations. Management has not completed the process of evaluating the impact the following statements will have on the financial statements but has determined that the effect of implementing GASB Statements No. 68 and No. 71 will be material to the financial statements.

GASB Statement No. 68, Accounting and Financial Reporting for Pensions - an amendment of GASB Statement No. 27, issued in June 2012, will be effective for the Authority beginning with the year ending December 31, 2015. This statement replaces the requirements of Statement No. 27, Accounting for Pensions by State and Local Governmental Employers and Statement No. 50, Pension Disclosures, as they relate to governments that provide pensions through pension plans administered as trusts or similar arrangements that meet certain criteria. Statement 68 requires governments providing defined benefit pensions to recognize their long-term obligation for pension benefits as a liability for the first time, and to more comprehensively and comparably measure the annual costs of pension benefits. The Statement also enhances accountability and transparency through revised and new note disclosures and required supplementary information (RSI).

Page 49 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

Note 18. New Governmental Accounting Pronouncements (Continued)

GASB Statement No. 71, Pension Transition for Contributions Made Subsequent to Measurement Date, issued in November 2013, will be effective for the Authority beginning with the year ending December 31, 2015. This statement amends paragraph 137 of GASB Statement No. 68 to require that, at transition, a government recognize a beginning deferred outflow of resources for its pension contributions, if any, made subsequent to the measurement date of the beginning net pension liability. GASB Statement No. 68, as amended, continues to require that beginning balances for other deferred outflows of resources and deferred inflows of resources related to pensions be reported at transition only if it is practical to determine all such amounts. The provisions of GASB Statement No. 71 should be applied simultaneously with the provisions of GASB Statement No. 68.

In 2013, the Authority adopted GASB Statement No. 61, The Financial Reporting Entity: Omnibus an amendment of GASB Statements No. 14 and No. 34. This Statement is intended to improve financial reporting for a governmental financial reporting entity by improving guidance for including, presenting, and disclosing information about component units and equity interest transactions of a financial reporting entity.

Note 19. Blended Component Unit

In 2013, the Authority adopted GASB Statement No. 61, The Financial Reporting Entity: Omnibus an amendment of GASB Statements No. 14 and No. 34. This Statement intended to improve financial reporting for a governmental financial reporting entity by improving guidance for including, presenting, and disclosing information about component units and equity interest transactions of a financial reporting entity.

Port Authority Transit Corporation (PATCO) is a wholly-owned subsidiary of the DRPA, established to operate and maintain the rapid transit system owned and constructed by DRPA. PATCO and DRPA share the same Board of Commissioners. A financial benefit or burden relationship exists between DRPA and PATCO as DRPA subsidizes the losses of PATCO and intends to continue to do so. The financial results of PATCO have been blended with those of DRPA in the financial statements.

Rent of Transit System Facilities: All rapid transit system facilities used by PATCO are leased from the Authority, under terms of an agreement dated April 18, 1969 and amended June 3, 1974. The lease requires PATCO to operate and maintain the Locust-Lindenwold line. The terms of the amended agreement, which was made retroactive to January 1, 1974, and which is to continue from year to year, provide that PATCO pay a minimum annual rental of $6,122, which approximates the sum of the annual interest expense to the Authority for that portion of its indebtedness attributable to the construction and equipping of the leased facilities plus the provision for depreciation of the rapid transit facilities as recorded by the Authority. In addition, the lease requires PATCO to pay to the Authority any net earnings from operations for the Locust-Lindenwold line less a reasonable amount to be retained for working capital and operating reserves.

PATCO’s outstanding liability to the DRPA for period January 1, 1974 to March 31, 2015 related to this agreement totals $252,382.

Net Position: The net position totaling ($651,223) and ($644,424) as of March 31, 2015 and December 31, 2014, respectively, represents the total losses for PATCO since inception.

Condensed combining financial information applicable to DRPA and PATCO as of and for the period ending March 31, 2015 is as follows:

Page 50 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

Note 19. Blended Component Unit (Continued)

Condensed Combining Statements of Net Position March 31, 2015 DRPA PATCO Total

Current assets 673,987$ 12,321$ 686,308$ Receivable from primary government (1,259) 1,259 Noncurrent assets 224,132 224,132 Capital assets 1,345,618 1,345,618 Other assets 15,440 15,440

Total assets 2,257,918 13,580 2,271,498

Deferred outflows of resources 128,218 128,218

Total assets and deferred outflows of resources 2,386,136 13,580 2,399,716

Current liabilities 85,217.73 7,409 92,627 Payables to primary government: Lease agreement (252,382) 252,382 Advances from DRPA (390,935) 390,935 Noncurrent liabilities 1,691,901 14,076 1,705,977

Total liabilities 1,133,801 664,802 1,798,603 Net investment in capital assets 138,730 138,730 Restricted 179,945 179,945 Unrestricted 933,660 (651,223) 282,437

Total net position 1,252,335$ (651,223)$ 601,112$

Page 51 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

Note 19. Blended Component Unit (Continued)

Condensed combining financial information applicable to DRPA and PATCO as of and for the period ended March 31, 2015 is as follows (continued): Condensed Combining Statements of Revenues, Expenses and Changes in Net Position

March 31, 2015 DRPA PATCO Total Operating revenues Bridge revenues 69,118$ - 69,118$ Transit systems - 6,268 6,268 Other - - - Total operating revenues 69,118 6,268 75,386 Operating expenses Operations 20,941 11,536 32,477 Depreciation 14,345 14,345 Total operating expenses 35,285 11,536 46,822 Operating income 33,833 (5,269) 28,564

Nonoperating revenues (expenses) Interest expense (19,860) (19,860) Economic development activities (0) (0) Lease rental 1,530 (1,530) Other 3,250 1 3,250 Total nonoperating revenues (expenses) (15,080) (1,530) (16,610) Capital contributions 1,313 - 1,313 Change in net position 20,066 (6,799) 13,267 Net position, January 1 1,232,269 (644,424) 587,845

Net position, March 31 1,252,335$ (651,223)$ 601,112$

Condensed Combining Statements of Cash Flows

March 31, 2015 DRPA PATCO Total Net cash provided by (used in) operating activities 36,646$ (5,460)$ 31,186$ Net cash provided by (used in) provided by noncapital financing activities (6,036) 6,222 186 Net cash provided by (used in) capital and related financing activities (223,565) (223,565) Net cash provided by (used in) investing activities 58,420 - 58,420

Net increase in cash and cash equivalents (2,563) 762 (1,801) Cash and cash equivalents, January 1 33,234 1,062 34,296

Cash and cash equivalents, March 31 30,671$ 1,824$ 32,495$

Page 52 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

Note 19. Blended Component Unit (Continued)

Condensed combining financial information applicable to DRPA and PATCO as of and for the year ended December 31, 2014 is as follows:

Page 53 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

Note 19. Blended Component Unit (Continued) Condensed combining financial information applicable to DRPA and PATCO as of and for the year ended December 31, 2014 is as follows (continued):

Page 54 NOTES TO COMBINED FINANCIAL STATEMENTS For the Period Ended March 31, 2015 (Dollars in Thousands)

Note 20. Subsequent Events

Status of Union Labor Negotiations: The collective bargaining agreement between the Authority and the IUOE expired on December 31, 2012. Employees continue to work with an expired contract while contract negotiations are ongoing.

The second largest labor organization representing Authority personnel is FOP Local 30 (representing Authority and PATCO patrol officers, corporals and sergeants). The parties concluded interest arbitration litigation in the Federal District Court, Camden, New Jersey and received the interest arbitration decision on February 24, 2015. A finalized contract is forthcoming.

PATCO has a collective bargaining agreement with Teamsters’ Union Local 676, representing operating and maintenance personnel at PATCO, which expired on May 31, 2011. Currently the parties are involved in contract negotiations and the employees continue to work with an expired contract.

The collective bargaining agreement with the IBEW expired by its terms on December 31, 2011. Employees continue to work with an expired contract while contract negotiations are ongoing.

Federal Subpoena: The Authority was served with a subpoena in March 2013 requiring document production concerning economic development spending from 2008 to the present. The Authority has fully cooperated with the government and had directed its special outside counsel to be open and transparent in providing assistance to the federal investigation. Compliance costs and counsel fees had been significant, but did not materially impact the Authority's financial position. On March 31, 2015, he Authority was granted permission by the government to lift the litigation holds in this matter. There has been no recent activity.

Loan Guarantee - Home Port Alliance: At the April 2015 meeting, the Authority’s Board approved DRPA- 15-048, entitled “Loan Guaranty Battleship”, authorizing staff to provide a loan guaranty, in the amount of $800, for a period of ten (10) years, provided that the loan be fully amortized in that time period. In the meantime, the $900 loan guaranty, in place as of March 31, 2015 expired on June 6, 2015. At this writing, the Authority is working with the Home Port Alliance, and its bank, to complete all legal documentation necessary for the execution of the new loan guaranty.

Reinstitution of Commuter E-ZPass Discount: At the July 2015 meeting, the Authority’s Board approved a resolution DRPA 15-090 (“Authorize Amendment to Current DRPA Bridge Toll Schedule to Include Discounted Tolling for Certain Passenger Vehicles Making Minimum Number of Tolled-Crossings over DRPA Bridges and Related Actions”), to re-implement an $18credit/18 trips per month for commuter passenger vehicles in the NJ E-ZPass system (the Authority is a member of this consortium.). It is expected that the new commuter discount will be effective on or before December 1, 2015. The projected reduction in revenues will be approximately $6.4 million annually, if fully implemented. (Note: This resolution is subject to the NJ Governor’s veto period of 10 business days, after receipt of the Board minutes.)

Replacement of UBS as Swap Counterparty on the 1995 and 1999 Revenue Bond Swaps: On July 15, the Authority successfully completed two swap novations replacing UBS, as its counterparty with TD Securities and Wells Fargo Bank, N.A., on the 1995 and 1999 Revenue Bond swaps, respectively. The benefits to the Authority of these swap novations includes: 1) removal of cross-default provisions on our Revenue swaps related to the Authority’s Port District Project Bonds, 2) increased swap counterparty credit quality and diversification of swap counterparty exposure, insulation from collateralization/termination consequence to the DRPA from a DRPA Revenue Bond downgrade.

Page 55 Schedule 1 DELAWARE RIVER PORT AUTHORITY CASH & CASH EQUIVALENTS March 31, 2015

REVENUE FUND: Cash on hand: Change funds for bridges $18,500 Undeposited tolls and ticket sales 1,317,736 $1,336,236

Santander 6,421 TD Bank N.A. 1,683,056 Bank of America 102,930 Bank Of New York Mellon 525 Wells Fargo Bank 261,958 $3,391,127

1998 PORT DISTRICT PROJECT FUND: Santander $4,108

1999 PORT DISTRICT PROJECT FUND: Wells Fargo Bank $473,158

1999 PROJECT FUND: Santander $59,566

GENERAL FUND: Cash on hand - change and working funds for PATCO Transit System Stations 146,065 Wells Fargo Bank 855,330 Santander 6,490 Bank Of New York Mellon 141,928 TD Bank N.A. 27,417,729 $28,567,541

Total $32,495,499

Page 56 Schedule 2 DELAWARE RIVER PORT AUTHORITY INVESTMENTS March 31, 2015

Par Value Fair Value REVENUE FUND: AIM Money Market $ 11,917,981 11,917,981 Mellon Bank Money Market 1,017,000 1,017,000 $ 12,934,981 12,934,981 MAINTENANCE RESERVE FUND (Restricted):

Goldman Sachs Money Market $ 4,578,132 4,761,785

1999 PDP DEBT SERVICE FUND (Restricted): Federated Treasury Cash Series II $ 1,449,947 1,449,947

2012 PDP DEBT SERVICE FUND (Restricted): Goldman Sachs Money Market $ 3,276,890 3,276,890

2010 DEBT SERVICE FUND (Restricted): Goldman Sachs Money Market $ 3,859,798 3,859,798

2013 DEBT SERVICE FUND (Restricted): Goldman Sachs Money Market $ 5,926,433 5,926,433

2008 DEBT SERVICE FUND (Restricted): Goldman Sachs Money Market $ 4,990,267 4,990,267

1998B BOND RESERVE FUND (Restricted): Goldman Sachs Money Market $ 76,005,915 76,005,915 Abbey National N.A. Paper due 07/01/15 (includes accrued interest) 40,830,000 40,239,559 $ 116,835,915 116,245,474

2010 REVENUE REFUNDING DEBT SERVICE FUND (Restricted): Goldman Sachs Money Market $ 5,772,662 5,772,662

2012 PORT DISTRICT DEBT SERVICE RESERVE FUND (Restricted): Abbey National N.A. Paper due 07/01/15 (includes accrued interest) $ 10,745,000 10,589,617 Goldman Sachs Treasury Obligation Money Market 8,359,434 8,359,434 $ 19,104,434 18,949,051

Page 57 Schedule 2 DELAWARE RIVER PORT AUTHORITY INVESTMENTS March 31, 2015

Par Value Fair Value GENERAL FUND: AIM Money Market $ 73,819,879 73,819,879 PFM Cash Reserve Money Market 1,797,537 1,797,537 UBS Investments 31,808,408 31,808,408 Morgan Stanley / Dean Witter Investments 26,907,183 26,907,183 Swarthmore Group Investments 53,845,757 53,845,757 Haverford Trust Investments 5,395,280 5,395,280 Haverford Trust C/D 6,401,069 6,401,069 TD Bank Investment Account 13,628,349 13,628,349 WF Cap Res Pay-as-You-Go Money Market 227,449,651 227,449,651 US Treasury Bills due 07/01/15 2,655,000 2,655,000 Unrealized loss on investments (2,262,514) (2,262,514) $ 441,445,599 441,445,599

1998 PORT DISTRICT PROJECT FUND: PFM Cash Reserve Money Market $ 312 312

1999 PORT DISTRICT PROJECT FUND Goldman Sachs Money Market $ 14,344,496 14,344,496

2001 PORT DISTRICT PROJECT FUND: Goldman Sachs Money Market $ 958,818 958,818

2013 REVENUE BOND PROJECT FUND: Wells Fargo Money Markets $ 224,131,784 224,131,784

Total investments $ 859,610,468 859,048,297

Page 58 Schedule 3 DELAWARE RIVER PORT AUTHORITY INTEREST INCOME BY FUND

Period Ended

3/31/2015 3/31/2014 Revenue Fund $90,481 $89,764 Maintenance Reserve Fund 73,260 10,728 1998 Port Project Fund 0 - 1999 Port Project Fund 219 212 2001 Port Project Fund 15 17 2010 Project Fund -- 1998 Port District Debt Service Fund 24 69 1999 Debt Service Fund -- 1999 Port District Debt Service Fund -- 2001 Port District Debt Service Fund -- 2010 Debt Service Fund A, B, C 46 104 2010 Debt Service Fund D 66 65 1998 Bond Reserve Fund 591,442 1,175,481 1998 Port Debt Service Reserve Fund -- 1999 Port Debt Service Reserve Fund -- 2001 Port Debt Service Reserve Fund -- 2012 Port Debt Service Reserve Fund 155,472 309,182 2008 Debt Service Fund 40 177 2013 Project Fund 41,883 42,290 2013 Debt Service Fund 43 25 General Fund 1,976,180 481,518 $2,929,170 $2,109,631

Page 59 Schedule 4 DELAWARE RIVER PORT AUTHORITY BRIDGE REVENUES AND OPERATING EXPENSES FOR THE PERIODS INDICATED

Period Ended First Quarter 3/31/2015 3/31/2014 2015 2014 BENJAMIN FRANKLIN BRIDGE Operating revenues: Bridge tolls $22,668,888 $22,616,649 $22,668,888 $22,616,649 Other 1,159,144 1,001,642 1,159,144 1,001,642 Total operating revenues $23,828,032 $23,618,292 $23,828,032 $23,618,292 Operating expenses 3,570,464 3,712,515 3,570,464 3,712,515 Net operating revenues $20,257,568 $19,905,776 $20,257,568 $19,905,776

WALT WHITMAN BRIDGE Operating revenues: Bridge tolls $26,400,213 $24,691,995 $26,400,213 $24,691,995 Other 66,148 70,933 66,148 70,933 Total operating revenues $26,466,361 $24,762,928 $26,466,361 $24,762,928 Operating expenses 3,410,443 3,671,375 3,410,443 3,671,375 Net operating revenues $23,055,917 $21,091,553 $23,055,917 $21,091,553

COMMODORE BARRY BRIDGE Operating revenues: Bridge tolls $11,062,694 $10,501,956 $11,062,694 $10,501,956 Other 0 0 0 0 Total operating revenues $11,062,694 $10,501,956 $11,062,694 $10,501,956 Operating expenses 1,705,011 1,706,436 1,705,011 1,706,436 Net operating revenues $9,357,683 $8,795,520 $9,357,683 $8,795,520

BETSY ROSS BRIDGE Operating revenues: Bridge tolls $7,761,041 $7,396,257 $7,761,041 $7,396,257 Other 0 0 0 0 Total operating revenues $7,761,041 $7,396,257 $7,761,041 $7,396,257 Operating expenses 1,773,308 1,762,693 1,773,308 1,762,693 Net operating revenues $5,987,733 $5,633,564 $5,987,733 $5,633,564

COMBINED TOTALS Operating revenues: Bridge tolls $67,892,836 $65,206,857 $67,892,836 $65,206,857 Other 1,225,292 1,072,575 1,225,292 1,072,575 Total operating revenues $69,118,128 $66,279,432 $69,118,128 $66,279,432 Operating expenses 10,459,226 10,853,020 10,459,226 10,853,020 Net operating revenues $58,658,901 $55,426,412 $58,658,901 $55,426,412

Page 60 Schedule 5 DELAWARE RIVER PORT AUTHORITY ECONOMIC DEVELOPMENT ACTIVITY FOR THE PERIOD ENDED MARCH 31, 2015

2015 YTD Activity Period Ended (New Loans and 03/31/15 12/31/14 Principal Payments) ECONOMIC DEVELOPMENT LOANS: Cooper River Boathouse 694,349$ 706,016$ (11,667)$ Camden Yards Steel Co. 0 0 (0) LEAP Academy 1,152,090 1,212,665 (60,575) Victor Lofts 0 2,976,762 (2,976,762) Camden Aquarium 14,072,631 14,188,179 (115,548) Home Line Furniture 195,357 204,206 (8,849) Total Loans 16,114,426$ 19,287,828$ (3,173,401)$

Provision for loan losses (1,344,551)$ (1,344,551)$ -$

Total Loans per Balance Sheet - Net 14,769,876$ 17,943,277$ (3,173,401)$

Page 61 OPERATIONS & MAINTENANCE 1 DELAWARE RIVER PORT AUTHORITY

2 Operations and Maintenance Committee Meeting

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

5 Wednesday, August 5, 2015

6 Committee Members:

7 Albert Frattali, Chairman Rohan Hepkins, Vice Chairman 8 Frank DiAntonio Charles Fentress 9 Richard Sweeney Antonio Fiol-Silva 10 Ryan Boyer, Chairman to DRPA/PATCO Boards

11 Others Present: 12 Christopher Howard, Assistant Counsel, 13 New Jersey Governor's Authorities Unit David Dix, Assistant to Chairman Ryan Boyer 14 Patrick Kearney, Esq., Duane Morris Jeffrey Pollack, Esq., Duane Morris 15 Glenn McAllister, Pennoni Associates Dennis DiBlasio, Pennoni Associates 16

17 DRPA/PATCO Staff: 18 John Hanson, Chief Executive Officer 19 Raymond J. Santarelli, General Counsel & Corporate Secretary 20 Stephen Holden, Deputy General Counsel Gerald Faber, Assistant General Counsel 21 Kathleen P. Vandy, Assistant General Counsel Richard J. Mosback, Jr., Assistant General Counsel 22 Dan Auletto, Acting Chief Operating Officer

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

1 DRPA/PATCO Staff: (Continued)

2 Michael Venuto, Chief Engineer Michael Howard, Senior Engineer, Planning & Developing 3 Christina Maroney, Director, Strategic Initiatives William Shanahan, Director, Government Relations 4 Mark Lopez, Manager, Government Relations Barbara Holcomb, Manager, Grants 5 David Gentile, Inspector General Robert Shiver, Director, Homeland Security 6 Kyle Anderson, Director, Corporate Communications John Rink, General Manager, PATCO 7 Bennett Cornelius, Assistant General Manager, PATCO Robert Traver, Director, Equipment, PATCO 8 Dave Fullerton, System Safety Program Manager, PATCO Sheila Milner, Administrative Coordinator 9 Elizabeth McGee, Administrative Coordinator

10

11

12

13

14

15

16

17

18

19

20

21

22

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

1 INDEX

2 Page

3 Roll Call 5

4 Executive Session 6

5 Contract No. BF-44-2015, BFB Miscellaneous Payment 6 Repairs 6 Construction Monitoring Services for Contract No. 8 7 WW-20-2015, Walt Whitman Bridge Suspension Span and Towers Painting 8 Capital Project Contract Modification - Benjamin 9 9 Franklin Bridge, New Jersey Approach Parapet Rehabilitation 10 Contract No. PATCO-54-2014, Replacement of 12 11 Rectifier Transformers Phase II and Lindenwold Emergency Diesel Generator 12 Construction Monitoring Services for Contract No. 14 13 PATCO-54-2014, Replacement of Rectifier Transformers Phase II and Lindenwold Emergency 14 Diesel Generator

15 Procurement of Ameristar Aegis II Fence and Fence 15 Material for the Ben Franklin Bridge 16 Carpet Replacement for One Port Center Building 17 17 Woodcrest Station Shredding Event 18 18 General Consulting Services (GEC) Contract - 19 19 PATCO Safety and Security

20 Office of Emergency Management Request for 21 Parking Under the BFB between 2nd and 21 3rd Streets

22

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

1 INDEX (Continued)

2 Page

3 General Discussion:

4 PATCO Car Performance 22

5 GIS Presentation 35

6 Change orders:

7 BR-15-2012, Betsy Ross Bridge Resurfacing 43 and Approach Roadway Rehabilitation 8 PATCO-21-E - PATCO Track Rehabilitation 44 9 Across the BFB

10 CB-25-2015 - CBB Painting, Phase 1 48

11 Spending tracking 50

12 Adjournment 51

13

14

15

16

17

18

19

20

21

22

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

1 PROCEEDINGS

2 (9:33 a.m.)

3 CHAIRMAN FRATTALI: Looks like everybody is

4 here and we can start. We've got a full agenda,

5 today, so we're going to go rather quickly. I'd like

6 to call to order the meeting of the Operations and

7 Maintenance Committee, and have the corporate

8 secretary call the roll.

9 MR. SANTARELLI: Good morning, Mr. Chairman.

10 Chairman Frattali?

11 CHAIRMAN FRATTALI: Here.

12 MR. SANTARELLI: Commission Hepkins?

13 COMMISSIONER HEPKINS: Here.

14 MR. SANTARELLI: Commissioner Sweeney?

15 COMMISSIONER SWEENEY: Here.

16 MR. SANTARELLI: Commissioner Fiol-Silva?

17 COMMISSIONER FIOL-SILVA: Present.

18 MR. SANTARELLI: Commissioner DiAntonio?

19 COMMISSIONER DiANTONIO: Here.

20 MR. SANTARELLI: Commissioner Fentress?

21 COMMISSIONER FENTRESS: Here.

22 MR. SANTARELLI: Commissioner Lisko? Not

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

1 present yet. Okay, you have a quorum.

2 CHAIRMAN FRATTALI: Okay. At this time, I'd

3 like to call for a motion to go into executive

4 session. The decisions made in executive session will

5 be made public when the issues are resolved. Do I

6 have a motion to go into executive session?

7 COMMISSIONER DiANTONIO: So moved.

8 CHAIRMAN FRATTALI: Second?

9 COMMISSIONER SWEENEY: Second.

10 CHAIRMAN FRATTALI: A motion and second. All

11 in favor?

12 ALL: Aye.

13 CHAIRMAN FRATTALI: Any opposed? The ayes

14 have it. All right, we're in executive session.

15 (Off the record at 9:34 a.m.)

16 (On the record at 10:45 a.m.)

17 CHAIRMAN FRATTALI: We are back in open

18 session. We have 10 items on the agenda today. The

19 first item is Contract Number BF-44-2015, Ben Franklin

20 Bridge, Miscellaneous Pavement Repairs. Mr. Venuto?

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

22 Staff is seeking authorization to negotiate a

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

1 construction contract with A.E. Stone to perform

2 milling and resurfacing on portions of the roadway

3 surface at the Ben Franklin Bridge in an amount of

4 $708,000. The asphalt pavement on the Camden approach

5 span is in need of repairs. The constant heavy

6 vehicular loads have caused cracking and potholes, and

7 some shoveling of the pavement. The project will

8 repair deteriorated pavement to provide a smooth

9 driving surface.

10 The bridge was last resurfaced in 2004. We

11 did --

12 BOARD CHAIRMAN BOYER: Motion to accept.

13 (Laughter)

14 MR. VENUTO: We did a similar project, patch

15 repairs in 2009 and '10.

16 CHAIRMAN FRATTALI: I need a motion.

17 COMMISSIONER FENTRESS: Move the motion.

18 CHAIRMAN FRATTALI: Is there a second?

19 COMMISSIONER HEPKINS: Second.

20 CHAIRMAN FRATTALI: Any questions? All in

21 favor?

22 ALL: Aye.

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

1 CHAIRMAN FRATTALI: Any opposed? The ayes

2 have it.

3 The second item is Construction Monitoring

4 Services for Contract Number WW-20-2015, Walt Whitman

5 Bridge Suspension Span and Towers Painting. Mike?

6 MR. VENUTO: Yes, thank you, Chairman. Staff

7 is seeking authorization to negotiate an agreement

8 with Johnson, Mirmiram, and Thompson to provide

9 construction monitoring services for Contract

10 WW-20-2015, the Walt Whitman Bridge painting of

11 suspension span and towers in the amount of

12 $7,386,365.95.

13 This is CM services for the large paint

14 contract that we awarded last month. This agreement

15 is going to provide full-time, on-site construction

16 monitoring services.

17 CHAIRMAN FRATTALI: Any questions? I need a

18 motion.

19 COMMISSIONER DiANTONIO: So moved.

20 CHAIRMAN FRATTALI: Second?

21 COMMISSIONER FENTRESS: Second.

22 CHAIRMAN FRATTALI: I have a motion and

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

1 second. All in favor?

2 ALL: Aye.

3 CHAIRMAN FRATTALI: Any opposed? The ayes

4 have it.

5 Third item is Capital Project Contract

6 Modifications for the Ben Franklin Bridge, New Jersey

7 Approach Parapet Rehabilitation. Again, Mr.Venuto?

8 MR. VENUTO: Yes, thank you. This was the

9 emergency contract that was previously approved to fix

10 some deterioration in the parapet at the Ben Franklin

11 Bridge, on both the north and south sides. We did a

12 design based on the site conditions that we saw when

13 the emergency initially happened.

14 As we started to do the demolition of the

15 parapet and the demolition of the wall, we found some

16 additional deterioration of the concrete that wasn't

17 initially visible; the deteriorated concrete went

18 further down. Also, the rails, the part that was

19 embedded in the concrete, the tube steel, needs to be

20 repaired. Those weren't part of the original contract

21 value.

22 The current contract amount was $782,396.

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

1 This change order -- given that it was an emergency

2 contract, we don't have any “unforeseen condition”

3 line item in this contract -- so we're looking for a

4 change order of $101,127.06, for an adjusted contract

5 value of $883,523.06.

6 CHAIRMAN FRATTALI: Railroad is doing this,

7 right?

8 MR. VENUTO: Yes, sir.

9 COMMISSIONER FIOL-SILVA: I have a question.

10 Is that part of -- that's the amount of $782 adding

11 $101, right?

12 MR. VENUTO: Yes, sir, $782 and --

13 COMMISSIONER FIOL-SILVA: Now, the motion

14 that's attached to that is saying that -- I'm reading

15 the electronic minutes – “contract modification to

16 certain contracts.” It doesn't tie the amount and it

17 doesn't tie it to this.

18 MR. VENUTO: So, when we do contract

19 modifications, whether it's change orders or

20 supplements -- I think there should be a table, an

21 attachment to that summary statement resolution.

22 COMMISSIONER FIOL-SILVA: I see that, right.

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

1 MR. VENUTO: That attachment lists that

2 project.

3 COMMISSIONER FIOL-SILVA: So the motion is

4 specifically tied to that amount?

5 MR. VENUTO: Yes, sir.

6 COMMISSIONER FIOL-SILVA: It doesn't give

7 authorization to other amounts? Okay.

8 MR. VENUTO: It's just for this one particular

9 project. In the past, there have been a couple of

10 different change orders or supplements at one time; so

11 what we've done, we've always attached this in case

12 there's two or three projects and we had changed all

13 of them at one time.

14 COMMISSIONER FIOL-SILVA: So this doesn't give

15 authorization to other things.

16 MR. VENUTO: Just this particular project that

17 I explained.

18 COMMISSIONER FIOL-SILVA: Okay, I'm just

19 trying to get -- understand these, thanks.

20 CHAIRMAN FRATTALI: Any other questions?

21 Seeing none, I need a motion.

22 COMMISSIONER SWEENEY: Move the motion.

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

1 CHAIRMAN FRATTALI: Second?

2 COMMISSIONER FIOL-SILVA: Second.

3 CHAIRMAN FRATTALI: I have a motion and

4 second. All in favor?

5 ALL: Aye.

6 CHAIRMAN FRATTALI: Any opposed? The ayes

7 have it.

8 The fourth item is construction monitoring

9 services for Contract Number PATCO-54-2014,

10 Replacement of Rectifier Transformers, Phase II, and

11 Lindenwold Emergency Diesel Generator. Mike?

12 MR. VENUTO: Thank you. Staff is seeking

13 authorization to negotiate a construction contract

14 with Scalfo Electric to perform the PATCO replacement

15 of rectifier transformers, Phase II, and Lindenwold

16 emergency generator project in an amount of

17 $2,369,000.

18 We're going to replace the transformers at

19 Ferry Avenue, two each at Ferry Avenue, Collingswood,

20 Ashland East, and Lindenwold substations. And we're

21 also going to install a new generator at PATCO

22 Lindenwold Station. This is Phase II of III.

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

1 CHAIRMAN FRATTALI: Mike, these two seem the

2 same.

3 MR. VENUTO: The next project is for CM

4 services.

5 CHAIRMAN FRATTALI: All right.

6 MR. VENUTO: Did we list them the same as --

7 CHAIRMAN FRATTALI: It says the same thing,

8 construction monitoring service for Contract

9 PATCO-54 --

10 MR. VENUTO: Yes, sir. So the first one,

11 Contract No. PATCO-54, is for the construction

12 contract and the next one is for the construction

13 monitoring services.

14 CHAIRMAN FRATTALI: Oh, mine says construction

15 monitoring for both.

16 MR. VENUTO: Oh, I'm sorry, yes. So the

17 initial one, the first one is --

18 CHAIRMAN FRATTALI: The contract, itself.

19 MR. VENUTO: The contract with Scalfo Electric

20 for $2,369,000.

21 CHAIRMAN FRATTALI: All right, so this is the

22 contract, not the monitoring.

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

1 MR. VENUTO: Yes, sir.

2 CHAIRMAN FRATTALI: All right. I need a

3 motion.

4 COMMISSIONER FENTRESS: Move the motion.

5 CHAIRMAN FRATTALI: Second?

6 COMMISSIONER DiANTONIO: Second.

7 CHAIRMAN FRATTALI: All in favor?

8 ALL: Aye.

9 CHAIRMAN FRATTALI: Any opposed? The ayes

10 have it.

11 The fifth item is the construction monitoring

12 services for Contract Number 54-2014, Replacement of

13 Rectifier Transformers, Phase II, and Lindenwold

14 Emergency Diesel Generator.

15 MR. VENUTO: Yes, sir. Staff is seeking

16 authorization to negotiate an agreement with Jacobs

17 Engineering to provide the construction monitoring

18 services for PATCO-54-2014 in an amount of $241,881.

19 This agreement would provide full-time, on-site

20 construction inspection and monitoring services for

21 this project.

22 As with all the selections of professional

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

1 services, we discussed the selection and we negotiated

2 a fair and reasonable fee -- based on our engineer's

3 estimate -- with the highest ranked consultant.

4 CHAIRMAN FRATTALI: Any questions? Seeing

5 none, I need a motion.

6 COMMISSIONER FIOL-SILVA: Motion.

7 CHAIRMAN FRATTALI: Second?

8 COMMISSIONER SWEENEY: Second.

9 CHAIRMAN FRATTALI: Motion and seconded. All

10 in favor?

11 ALL: Aye.

12 CHAIRMAN FRATTALI: Any opposed? The ayes

13 have it.

14 The sixth item is Procurement of Ameristar

15 Aegis II Fence and Fence Material for the Ben Franklin

16 Bridge. No substitutions. It says Val, but I don't

17 see her. Mike, do you want to present this?

18 MR. VENUTO: I can do it --

19 CHAIRMAN FRATTALI: Is Val here? Dan?

20 MR. AULETTO: The fence, thank you. Good

21 morning. Staff is seeking authorization to award a

22 purchase contract with the firm of South Camden Iron

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

1 Works in Mickleton, New Jersey, to procure fence

2 materials for installation at the Ben Franklin Bridge

3 in the amount of $173,523.32.

4 The project will improve access and secure the

5 end of the lots by replacing the existing eight foot

6 chain link fence with a ten foot high, climb

7 resistant, estate-style fence. The new fencing will

8 match the existing fence already installed in Camden

9 under the bridge.

10 All the removal and installation work will be

11 completed by DRPA in-house forces. The project was

12 publicly advertised June 30, 2015 and mailed to 18

13 bidders. Three bids were received. The low

14 responsive and responsible bid was submitted by South

15 Camden Iron Works in the amount of $173,523.32.

16 CHAIRMAN FRATTALI: Any questions? Seeing

17 none, I need a motion.

18 COMMISSIONER FENTRESS: Move the motion.

19 CHAIRMAN FRATTALI: Is there a second?

20 COMMISSIONER DiANTONIO: Second.

21 CHAIRMAN FRATTALI: All in favor?

22 ALL: Aye.

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

1 CHAIRMAN FRATTALI: Any opposed? The ayes

2 have it.

3 Next item is Carpet Replacement for One Port

4 Center Building. Mr. Holden?

5 MR. HOLDEN: The staff seeks Board

6 authorization to negotiate a contract with

7 Metropolitan Contract Carpets for the replacement of

8 the carpeting in the building between the 7th floor

9 and 11th floor. The carpeting in the building is

10 original.

11 In DRPA-14-154, the sum was budgeted to be

12 allocated and spent this year. Metropolitan Carpet is

13 on the state-approved list. The management company,

14 Grubb Ellis, used their standardized procedures in the

15 selection. They have the ability to provide the

16 necessary insurance. They have the ability to comply

17 with all of the DRPA standards.

18 There would be about 5,000 square yards of

19 carpet in 16 by 16 tiles installed. We were able to

20 negotiate the price down from $268 to $254. The

21 installation will be between 5 p.m. and 1 a.m., at

22 nights, Monday through Friday. The installation

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

1 includes the environmental disposal of the old carpet,

2 the moving of furniture, the moving of furniture back,

3 and will be accomplished during the night.

4 We seek approval from the Board to spend the

5 money which had been allocated in last year's budget.

6 CHAIRMAN FRATTALI: Any questions? Seeing

7 none, I need a motion.

8 COMMISSIONER HEPKINS: So moved.

9 CHAIRMAN FRATTALI: Second?

10 COMMISSIONER SWEENEY: Second.

11 CHAIRMAN FRATTALI: There's a motion and

12 second. All in favor?

13 ALL: Aye.

14 CHAIRMAN FRATTALI: Any opposed? The ayes

15 have it.

16 The next item is Woodcrest Station Shredding

17 Event. Mr. Rink?

18 MR. RINK: Thank you, Mr. Chairman,

19 Commissioners. We are seeking permission from the

20 Board to let Camden County hold its annual shredding

21 event at the Woodcrest Station on October 24th of this

22 year. Camden County has again requested use of our

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

1 property this for a shredding event for county

2 residents. DRPA and PATCO provide support services

3 during this time, primarily through public safety

4 officers who will do traffic control in and out of the

5 event and through our Way and Power staff, who will

6 set up barricades.

7 Staff is seeking authority to permit Camden

8 County to hold this event on the day; they will

9 reimburse us on all costs associated with our support.

10 CHAIRMAN FRATTALI: Any questions? Seeing

11 none, I need a motion.

12 COMMISSIONER DiANTONIO: So moved.

13 CHAIRMAN FRATTALI: Second?

14 COMMISSIONER HEPKINS: Second.

15 CHAIRMAN FRATTALI: All in favor?

16 ALL: Aye.

17 CHAIRMAN FRATTALI: Any opposed? The ayes

18 have it.

19 Next item is the General Consulting Services

20 Contract for PATCO Safety and Security. Mr. Rink?

21 MR. RINK: Thank you, Mr. Chairman,

22 Commissioners. We are seeking authorization to

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

1 negotiate agreements with Transportation Resource

2 Associates and STV to provide general engineering

3 consultants related to PATCO safety and security

4 efforts. These firms will provide expertise to PATCO

5 in the areas of transit safety and transit security

6 and supplement our internal staff efforts to comply

7 with regulatory and oversight agency regulations and

8 requirements.

9 PATCO publicly advertised its intent to retain

10 these consultants and invited interested firms to

11 submit request for proposals. Three firms responded.

12 Staff from PATCO reviewed the proposals and the cost

13 information submitted by the proposers. Based on the

14 review of the committee, we selected STV and

15 Transportation Resource Associates as the most

16 responsible to the Authority's need for the general

17 consulting services in the area of safety and

18 security.

19 With that, we recommend that the Board

20 authorize staff to negotiate these agreements. The

21 cost is not to exceed $390,000 over three years or

22 $130,000 per year, based on our budget.

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

1 CHAIRMAN FRATTALI: Any questions? Seeing

2 none, I need a motion.

3 COMMISSIONER FENTRESS: Move the motion.

4 CHAIRMAN FRATTALI: Second?

5 COMMISSIONER DiANTONIO: Second.

6 CHAIRMAN FRATTALI: All in favor?

7 ALL: Aye.

8 CHAIRMAN FRATTALI: Any opposed? The ayes

9 have it.

10 The last item is a correction on your agenda.

11 It's not the World Family request. It's the Office of

12 Emergency Management that is requesting parking under

13 the Ben Franklin Bridge between 2nd and 3rd Streets.

14 Mr. Shiver?

15 MR. SHIVER: Good morning, sir. Thank you,

16 Chairman. Commissioners, this request is to authorize

17 staff to enter into agreement with the City of

18 Philadelphia to allow the Office of Emergency

19 Management access under the Ben Franklin Bridge on two

20 lots -- the first lot is between 2nd and 3rd Streets

21 and the second lot is east of 2nd to the I-95 access

22 ramp -- between September 23, 2015 to September 29,

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

1 2015.

2 The purpose of this request is so that the

3 Office of Emergency Management can use those lots to

4 mobilize during the 2015 World Meeting of Families and

5 Papal visit in order to assure a safe and successful

6 event. There is no cost to DRPA. The City of

7 Philadelphia will provide any necessary certificate of

8 self-insurance. Thank you.

9 CHAIRMAN FRATTALI: Any questions? I need a

10 motion.

11 COMMISSIONER FENTRESS: Move the motion.

12 CHAIRMAN FRATTALI: Is there a second?

13 COMMISSIONER DiANTONIO: Second.

14 CHAIRMAN FRATTALI: All in favor?

15 ALL: Aye.

16 CHAIRMAN FRATTALI: Any opposed? The ayes

17 have it.

18 All right, we've got items for discussion.

19 The first item is PATCO Car Performance. Mr. Venuto?

20 MR. RINK: Actually, it will be myself,

21 Mr. Chairman.

22 CHAIRMAN FRATTALI: I've got Mr. Venuto. Who

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

1 made up my agenda, today?

2 MR. RINK: That's okay. At the request of

3 Chairman Boyer, we were asked to update the O&M

4 Committee on PATCO car performance. Mainly, over the

5 last three months, we've experienced a spike in car

6 defects. Mr. Cornelius is passing out a chart for you

7 which will explain.

8 The report, we've done an audit on service

9 failures and maintenance repairs for the last three

10 months, starting May 1st. If you look at the above

11 chart, it reports the maintenance defects from that

12 time. In the three-month period, we had a total of

13 797 maintenance orders or defects. It breaks down per

14 category. If you look on the bottom of Page 2, those

15 are broken down to indicate what type of repairs under

16 ATC, which is the automatic train control pneumatic;

17 it's our air leaks and compressors, doors, what's

18 involved with that.

19 Obviously, during the months of May through

20 July, HVAC is a high work order process -- obviously

21 due to the high temperatures -- and they usually are

22 reports of hot air or cars' A/C that has broken down

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

1 or is not in use.

2 During this time, in the maintenance defects,

3 we tracked an item called “passenger discharge

4 incidents.” Passenger discharge incidents are

5 basically when a train receives a defect or a problem

6 where we have to ask our customers to leave the train

7 and exit the train, remove it from service. As you

8 see, from May 1st to July 31st, we had a total of 43

9 discharges during that time, for an average of 14.33

10 per month.

11 One of the KPI --

12 BOARD CHAIRMAN BOYER: According to the

13 industry standard, is that high or low?

14 MR. RINK: According to our internal KPI, our

15 historical average has been 21 a month. So, actually,

16 during the last three months, we are below our normal

17 historic data for problems where we have had to remove

18 customers from a train.

19 BOARD CHAIRMAN BOYER: I understand us, but

20 what about the national average? What is the gold

21 standard, because 21 a month seems like a lot to me.

22 If it's 21 a month, that's almost 1 a day.

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

1 MR. HANSON: Bob, do you have any information

2 on that?

3 MR. TRAVERS: I have no idea what other

4 agencies use as a goal, as a benchmark, but I can

5 reach out to my consortium and find out how their

6 agencies handle this, how they track it.

7 MR. HANSON: And how many runs are there in

8 the course of a day.

9 MR. TRAVERS: 190.

10 MR. HANSON: Over 300.

11 MR. RINK: 280, 300 trips.

12 BOARD CHAIRMAN BOYER: 280 to 300 trips a day.

13 MR. RINK: Correct.

14 BOARD CHAIRMAN BOYER: So we're at about a

15 little less than one percent of the time people had to

16 get off the train.

17 MR. HANSON: Yes. I'm going to say that's

18 about .35 percent.

19 BOARD CHAIRMAN BOYER: Yes, .3, .4. I just

20 want to know. It's hard for me to know if this is

21 good news or bad news, because I don't know what other

22 agencies use. But it just seems, if I'm trying to go

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

1 to work and I've got to get off … I don't know.

2 MR. RINK: A lot of times, we also take the

3 safer course of action. If we have a problem with the

4 train, in our procedures --

5 BOARD CHAIRMAN BOYER: That's very clear.

6 MR. RINK: The safest course of action is to

7 remove our customers from the train and bring the next

8 train or a rescue train to get them. The worst we

9 ever want to do is to have a problem with a train and

10 have our customers stay on it. Most of the time, it's

11 either brake-related, door issues, or propulsion

12 issues.

13 One of the things that spiked in the last

14 month, as we go through, is our pneumatic, our air

15 system, where we're having air blows in between cars.

16 And what we're having is, we're having air leaks.

17 It's a fail-safe system. If we lose any air pressure,

18 emergency brakes will apply. So what happens, there

19 is brake pressure between each of the couplers on the

20 cars. Sometimes what we'll get into … one of the

21 things we found … there are gaskets that seal that up.

22 If they move apart, the air will leak, the brakes will

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

1 apply, and we cannot move the train.

2 BOARD CHAIRMAN BOYER: Are these on the

3 refurbished trains or --

4 MR. RINK: No, all the defects we're talking

5 about are existing legacy. When we started seeing

6 this issue, Bob's group looked into it more. We stock

7 all these gaskets in our storeroom. But we had a

8 resupply on March 12th and May 1st of this year and

9 what we're suspecting, what we're finding is we might

10 have a material composition problem from our supplier;

11 the gaskets are not rebounding or going back to their

12 original shape once the cars move.

13 A lot of times, if we have an air leak between

14 cars, we'll uncouple cars, bring them back together

15 and make sure the coupler is connected properly, and

16 the leak will stop. But sometimes -- what we've been

17 finding lately -- as the cars pull for power and

18 separate, the couplers move and the air blow will come

19 out again. What we're finding is that there might be

20 a supplier problem with that neoprene gasket that we

21 have.

22 COMMISSIONER DiANTONIO: John, is this a

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

1 general maintenance type/deal situation?

2 MR. RINK: Yes.

3 COMMISSIONER DiANTONIO: It is?

4 MR. RINK: Yes.

5 COMMISSIONER DiANTONIO: So it's general

6 maintenance once a week or twice a week?

7 MR. TRAVERS: They get inspected every 90

8 days; the cars, for inspection.

9 COMMISSIONER DiANTONIO: Every 90 days, okay.

10 MR. TRAVERS: And we replace them as

11 necessary. Whenever there is a defect, we

12 automatically replace.

13 COMMISSIONER DiANTONIO: Okay.

14 BOARD CHAIRMAN BOYER: Do we have an emergency

15 re-training on that? Because, we see them parked, and

16 how should we maintain and how do we do it since this

17 is a reoccurring problem?

18 MR. HANSON: It's an air system in the train

19 so that if the trains come uncoupled, it applies the

20 brake.

21 BOARD CHAIRMAN BOYER: I understand what he

22 said; that the way you move one part, this part may

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

1 come off. But have we trained the guys enough to know

2 that we can't move this like that --

3 MR. RINK: No, no retraining. What we notice

4 is maintenance; we've replaced the gasket, seal it

5 back up, the train operates, and then we have another

6 failure. What we have found with the maintenance is -

7 -- all of our legwork and equipment legwork found -

8 they're finding a problem with the actual pad, itself.

9 No retraining or any new maintenance procedures.

10 Just, we're finding a problem with the material that

11 is actually supplied by our supplier.

12 I can let Bob say it, but the pad -- the

13 couplers compress the pads and they have to line up

14 exactly to have a complete seal. And what we're

15 saying is when the cars pull, the gaskets are moving

16 to a point where there is a gap in-between and the air

17 brake is -- the air is leaking out causing the brakes

18 to apply and causing us not to be able to move the

19 train.

20 So, the material itself is not the same

21 material. We've actually given the supplier our new

22 and old gaskets and we're going through and doing a

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

1 material test breakdown on them to see why the

2 material seems to be different than what we've had in

3 the past.

4 MR. HANSON: It seems like a defective part.

5 MR. RINK: But if you look at the last three

6 months, we've had a dramatic increase.

7 BOARD CHAIRMAN BOYER: And we moved the

8 supplier? We changed suppliers?

9 MR. TRAVERS: It's the OEM supplier -- it's

10 the OEM supplier we've always used. It's the same.

11 Nothing has changed.

12 BOARD CHAIRMAN BOYER: Maybe they've used a

13 different supplier.

14 MR. HANSON: And they may have changed the way

15 they're making it.

16 BOARD CHAIRMAN BOYER: Yes, they may have

17 changed the way they make them.

18 MR. RINK: One of the things, too, in the

19 second category is doors; that's a significant amount

20 of disruptions associated with our door systems. You

21 read it here; worn mechanical couplers that allow the

22 electrical coupler portion to have light contact.

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

1 What happens, we have safety sensors on those doors,

2 and if the doors open a little bit or there is a

3 problem with the door, a light is lit, the train goes

4 into emergency, and you cannot move the train.

5 Obviously, it's a safety feature. We do not want the

6 doors to open in-transit. Once we have a problem of

7 that sort, the light is illuminated, the train cannot

8 move, and the train operator has to go out and

9 investigate the issue.

10 A lot of times, it's a mechanical failure

11 where they can isolate the door leaf. They lock the

12 door in a certain position and we can move. But then

13 in other cases, there are issues with doors that we

14 can't fix on the train and we have to discharge all of

15 our passengers. Obviously, it's the safe course of

16 action. We do not want to have the train moving, the

17 train doors open or anything of that … that has

18 failure on that end.

19 This is one of the things, too, as the process

20 we're going through with our overhaul -- it’s not an

21 issue with the cars, but our new overhauled cars

22 address a lot of the problems we've had in the past.

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

1 The cars are dated and worn, and the equipment

2 department is doing their best to maintain this

3 equipment moving forwarded. A lot of the issues that

4 we have now with the wear -- it's a different type of

5 system on the new, overhauled cars.

6 MR. HANSON: So, John, what's the plan from

7 here to minimize these incidents going forward?

8 MR. RINK: Bob is working on some temporary

9 engineering solutions to address this problem while

10 we're continuing to go through the car overhaul

11 program. So we're doing -- he's working on some

12 temporary solutions that will allow the cars to

13 continue to work until we have the total change-out on

14 the fleet.

15 And then, the last was our traction motors.

16 Obviously, we had an issue with the traction motor

17 going on a car in a single track area near the bridge.

18 During this period, we've had -- we had 115 propulsion

19 related defects; and then, down here, propulsion

20 breaker trips, breaking, poor acceleration and

21 traction motors. Of the 115, 23 were defective

22 traction motors. However, of those 23 motor failures,

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

1 only four caused a passenger discharge incident.

2 If we look at our data from this period, from

3 the time period January through July 2014, we replaced

4 177 traction motors. During this year, we replaced

5 142 traction motors. So it trends down on the actual

6 failures of traction motors.

7 One of the things, too, that we mentioned in

8 previous O&Ms is that what with the history we had in

9 2014, during the snowstorms, we adopted an aggressive

10 traction motor replacement program and we no longer

11 wait for the failures before changing the motors.

12 We've updated or increased our overhaul or the rewind,

13 and we actually force a maintenance requirement to do

14 the rewind at a seven-year point. So with that

15 aggressive program, the traction motor failures have

16 dropped.

17 And we've also looked into incidences with our

18 third rail system on the line, where we might be

19 drawing or having associated power problems that might

20 prematurely cause a traction motor to fail. So we've

21 looked at our line system and increased our

22 maintenance program and replacement program in the

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

1 traction motors, and the failures have dropped.

2 COMMISSIONER HEPKINS: John, let me say, first

3 of all, kudos to getting ahead of the issue and

4 conducting our own audit. I think that's actually --

5 that's really good. Concern again since May, June,

6 and July, this increased by like 50, so hopefully we

7 can turn that around. And also, I don't need to

8 emphasize that this is a very crucial time period

9 because of the single tracking and the inconvenience

10 that that construction is already causing riders and

11 that it could cause us to lose more riders in the

12 short term. But you're already aware of that, I'm

13 sure.

14 And the other thing is that the industry

15 standard, as I understand it to be in transit, is mean

16 distance between failures. Do we use that? And APTA

17 -- there are different agencies, APTA is American

18 Public Transportation Agency, that compiles those

19 statistics throughout the industry and that's where we

20 can measure ourselves, apples to apples.

21 MR. RINK: We do track that at the KPI, so

22 with the national data, with our passenger discharge,

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

1 we'll prepare for O&M, we'll give you that mean

2 distance between failures and the comparison with our

3 counterparts. But it's something we do track.

4 CHAIRMAN FRATTALI: Is that it, John?

5 MR. RINK: Yes, Mr. Chairman.

6 CHAIRMAN FRATTALI: All right, the next item

7 for discussion is the GIS presentation.

8 MR. VENUTO: Thank you. So last month we

9 talked about the real estate holdings and how we track

10 our real estate. We talked about the PATCO outbound

11 survey and our GIS project -- geographical information

12 system project -- to track our real estate holdings,

13 including leased areas, including easements. So we're

14 just about to complete the Commodore Barry and the

15 Betsy Ross. We're continuing to work on the Ben

16 Franklin and the Walt Whitman, and we'll conclude with

17 the PATCO system.

18 Mike Howard from engineering is our project

19 manager. Glenn McAllister and Dennis DiBlasio are

20 with us from Pennoni, and I've asked them to sort of

21 just give the quick overview, a two or three minute

22 presentation.

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

1 CHAIRMAN FRATTALI: I'm sure it's a short

2 presentation.

3 MR. RINK: Yes, sir.

4 BOARD CHAIRMAN BOYER: Closer to two than

5 three.

6 COMMISSIONER FIOL-SILVA: You're not going to

7 let me ask anything, right?

8 (Laughter)

9 CHAIRMAN FRATTALI: No, you're not allowed to

10 talk any more.

11 MR. HOWARD: (Opening up a presentation on a

12 projector) Good morning, Mr. Chairman, Commissioners.

13 Beginning last year, we entered into an agreement with

14 Pennoni Associates to basically take all of our

15 property information --

16 CHAIRMAN FRATTALI: Excuse me. Can we lower

17 the blinds or shut the lights or something? We can't

18 see it.

19 (Pause)

20 MR. HOWARD: So utilizing Google, we have an

21 internet-based system over which we have -- or Pennoni

22 has -- overlaid all of our property information.

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

1 Prior to developing this, if we had any requests for

2 any agreements or property information of any of our

3 facilities or any of our holdings, we had to actually

4 dig through the files, get the information, scan it,

5 and send it out. That took quite a length of time,

6 anywhere from 40 minutes to two hours, depending on

7 the type of information.

8 So as a result, we're collating everything and

9 putting it into one system here. Right now, we have

10 the Commodore Barry Bridge shown. But, for example,

11 one of the common things that we've had asked --

12 constantly get asked for, are agreements that are

13 presently in place. This is the Route 130/322

14 interchange in New Jersey at the Commodore Barry

15 Bridge. And the whole process is that we have all the

16 information laid out, have identified who is New

17 Jersey DOT, who is DRPA property, Camden County, or

18 depending if you're at the Betsy Ross, the Pennsauken.

19 But you have the ability to click on any parcel and

20 get information regarding that specific location.

21 With that, you can call up the information

22 specific to that parcel and be able to get the

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

1 information, as it's a pdf file, in as little as a

2 minute or two. Here is the tri-party agreement that

3 we had between DRPA and New Jersey DOT and Bridgeport.

4 With that, you're able to pull this up in two minutes

5 and send this out.

6 This has already been helpful and saves us

7 time just to get this information. And it's a pdf, we

8 can email it within a minute or two; whereas, in the

9 past, finding this file specifically has been 40

10 minutes to an hour in duration.

11 The information also is part of the GIS. Right

12 now we have the Commodore Barry Bridge that's almost

13 complete, Betsy Ross Bridge, and the Ben Franklin

14 Bridge as well. But to go to the Betsy Ross Bridge, I

15 pulled up the legend, and you see we have spaces

16 marked out in yellow that we have divested ourselves

17 of, but also where we have leased areas, such as with

18 the local baseball utilities. So with that, we have

19 the information that we can call up regarding the

20 information specific to that parcel.

21 Unfortunately, it's taking a little longer. I

22 apologize for the duration. But with that, this

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

1 process gives us the ability to get any information

2 for any parcel, including agreements that we may have

3 with other agencies. You see this (referring to a

4 page on the presentation) is from 2014; we pull up the

5 files specific to that agreement. It's a quick

6 reference; once it's complete, we can bring in anybody

7 from Facilities, or Legal, or any department that

8 would have a need for using this equipment or at least

9 this access for property information.

10 Also, normally we get requests for certain

11 parcels whether the property is DRPA-owned or not.

12 Since this is a Google-based product, we can enter an

13 address and it will zoom to that location; and with

14 that ability, you can easily find out if it's a DRPA

15 parcel or not. And that has also been helpful when

16 we’ve had slips and falls. We have used this for

17 everything, as I said, for the three bridges. The

18 Whitman is still underway, as well as PATCO. Once

19 everything is done, it'll be easier to find out if

20 this is DRPA property or not. So for claims, for

21 property information, for agreements, this should be a

22 very handy tool for everybody to use.

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

1 CHAIRMAN FRATTALI: And these are all our

2 properties? I know a couple of years ago, we had

3 trouble identifying some of them.

4 MR. HOWARD: We're working with the print

5 departments to get all the information on property

6 that has been acquired over the years, so the system

7 is inclusive and shows everything that DRPA has at

8 least purchased or acquired over the years.

9 MR. VENUTO: And that's also why we're

10 tracking the divested properties, like they showed, so

11 we know we can have a history if somebody says, “No,

12 you own this.” There have been times that people have

13 said that we owned a property and we don't think we

14 did because our records hadn't caught up. Here we can

15 go back and say, “No, we know what happened here.”

16 And so that's why we're tracking both our owned and

17 our divested properties.

18 MR. HOWARD: (pointing to a page of the

19 presentation) This is the divested property at the

20 Betsy Ross Bridge that was sold off. We have the

21 agreement, the information of what was sold off, so

22 that in case anybody asks we can easily acquire this

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

1 information and sent it to whomever.

2 CHAIRMAN FRATTALI: If a commissioner wanted

3 information, they contact you, Mike?

4 MR. VENUTO: Right now, Mike is working with

5 Pennoni. He has all the current information, so he

6 has the logon. But, eventually, when the system is up

7 and running, we're going to be able to have logons for

8 different departments. But, right now, since it's not

9 fully operational, requests can come through

10 Engineering. But once we're done, we certainly can

11 make a logon for the O&M Committee or for individual

12 commissioners, if we want to do that.

13 CHAIRMAN FRATTALI: Commissioner, any

14 questions?

15 COMMISSIONER FIOL-SILVA: No. Since this is

16 becoming the official record, there are appropriate

17 protocols for entering that information and having

18 controlled access to who modifies that information so

19 that nobody accesses something that's out-of-date; I

20 mean, I assume that is so?

21 MR. VENUTO: Yes, sir. And that's going to be

22 done in the Engineering Department. There was a

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

1 position that we advertised recently; we re-did the

2 position description and changed the duties. One of

3 the duties of that position is going to be to be the

4 sole keeper of making the modifications to this GIS

5 system; so there will be a control point there.

6 People will have access to view information, but there

7 will be a single point of contact to change and alter

8 it.

9 MR. HOWARD: This is very dynamic. I mean

10 it's always going to be changing. Even just recently,

11 where we're working with New Jersey DOT as part of

12 work that they're doing where we have property that's

13 been recently divested; that information, once we get

14 the agreement, will be incorporated. We have Pennoni

15 Associates on board for another three years for

16 maintenance so that we'll just scan the document and

17 they'll put it on the system. But that's the intent,

18 as Mr. Venuto indicated, that every individual who

19 needs access can have access, but we don't see a need

20 for everybody to be able to just go through and make

21 changes. Access to the information is the value here,

22 not to be able to make changes.

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

1 CHAIRMAN FRATTALI: Any other questions? Good

2 job.

3 All right, the next item is Three Change

4 Orders. The first change order is Betsy Ross Bridge

5 Resurfacing and Approach Roadway Rehabilitation.

6 Mike?

7 MR. VENUTO: Yes, thank you. For these three

8 change orders, unforeseen conditions don't affect the

9 final -- it doesn't affect the contract amount.

10 The first one is on the Betsy Ross Bridge

11 Resurfacing and Approach Roadway. The original

12 contract amount is $17,816,499.56, of which $500,000

13 of that was unforeseen site conditions. We're looking

14 to allocate $45,837.75 of that unforeseen condition

15 money for three items that were not included in the

16 original scope of work.

17 One, we found some deteriorated compression

18 seals down at the Richmond Street area. Once we got

19 out there, it was deemed necessary by the project team

20 that the seals should be replaced while we're out

21 there doing the construction.

22 Another change order was a barrier replacement

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

1 for a drop-off condition. The contract is clear where

2 the barrier, a hard barrier, goes. When we added it,

3 we found an area that needed additional excavation,

4 more than what we anticipated. The drop off now

5 becomes unsafe, so we want to move a fixed barrier in

6 that area.

7 And the third item is removement -- pavement

8 removal for a slab under construction. The contract

9 plans and specs only identify doing paving and

10 reconstruction within certain limits. Under the slab

11 -- where the joint is, we found some deterioration of

12 concrete that we didn't anticipate and that's part of

13 this contract as well -- part of this change order as

14 well.

15 CHAIRMAN FRATTALI: Any questions?

16 All right, the next change order is

17 PATCO-21-E, Track Rehabilitation Across the Ben

18 Franklin Bridge.

19 MR. VENUTO: Yes, sir. This has been an

20 ongoing project. The original contract value is

21 $102,800,314, of which $500,000 was unforeseen

22 conditions. In this case, we're not going to allocate

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

1 the unforeseen condition money. This contract -- this

2 change order is 16 specific items, six additional --

3 six adjustments to additional existing items and 10

4 new contract items. But what's happening here is that

5 we have some line items in the contract that are not

6 going to be utilized.

7 For instance, in this case, we had incentive

8 money in the contract for early completion of Stage 1.

9 We did not expend that money. There have been a number

10 of changes, unforeseen conditions, and additions in

11 work deemed necessary while we were out there -- again

12 16 specific items; for instance, temporary anchorage

13 platforms needed to gain access inside the anchorage.

14 In the original bid documents, in the original

15 discussions, we had told them that they could access

16 with man lifts and things like that. But, once we got

17 in there to do the work, the area wasn't really

18 accessible to the equipment they work with, so they

19 had to build platforms. So this represents the cost

20 just to build those platforms, less what it would cost

21 to access it by equipment.

22 There were a couple of areas where we found

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

1 some unforeseen conditions; where additional concrete

2 repair was necessary in the anchorages once we got the

3 tracks up. Same issue with some steel; once we took

4 the tracks up there were areas that were not able to

5 be seen or inspected prior to construction when we

6 made the plans and specs,that you don't see until

7 you're actually out there. So these are -- those are

8 some of the items in there.

9 Also we had some obstructions, underground

10 obstructions that we found once we started excavating

11 for duct bank and things like that. We found some

12 concrete or some pipes that were not shown on the as-

13 built drawings.

14 One of the other big items was Camden Yard

15 drainage improvements. We did a significant amount of

16 improvements in the Camden Yard, in the electrical

17 area, new power boxes and things like that. we were

18 working with the PATCO Way and Power folks and

19 determined that the drainage in that area is not the

20 greatest. We were concerned that putting all this new

21 electrical equipment in that location and then having

22 some ponding and things later; so we want to improve

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

1 the drainage in that area while we're in there

2 working.

3 Lastly, there are some -- two more items. One

4 is that there are a number of as-built quantity items.

5 For instance, we have unit prices in the contract for

6 electrical cable, things like that. With those unit

7 quantity items, we do a plus and minus as the contract

8 goes on, so we have some additions and subtractions --

9 actually, more additions to unit prices that were

10 already contract values, so we're adding linear feet

11 or of cable, things like that.

12 And then, while we were up on the platform, we

13 found some interference of some of the structural

14 steel as the bridge moves. We found some interference

15 where some steel, where this area is actually a safety

16 issue that we found while we had unprecedented access

17 to some of the areas, so we want to make a couple --

18 some steel modifications while we have access to these

19 areas to prevent more free movement of some of the

20 bridge deck.

21 CHAIRMAN FRATTALI: How much do you want,

22 Mike? It's never a problem.

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

1 MR. VENUTO: So in the end -- and we also took

2 the $100,000 credit for allowing them to close Lane 1

3 during the summertime outage. We achieved a credit

4 there from the contract because they didn't use the

5 traffic control. So this change order incorporates

6 that $100,000 credit.

7 And we're taking $869,390 from the early

8 completion incentive that we're not going to use on

9 the project to fund this entire change order.

10 CHAIRMAN FRATTALI: All right, the last change

11 order --

12 MR. RINK: Oh, real quick, real quick just to

13 update, we're about halfway through the consecutive

14 outage we granted RCC on that and they're on schedule

15 to complete that by Labor Day. So, just an update for

16 the commissioners and the committee. They are

17 proceeding. They're about halfway through the outage.

18 Things are going well and they'll be ready to complete

19 before Labor Day.

20 CHAIRMAN FRATTALI: Great. The next change

21 order is the Commodore Barry Bridge Painting, Phase 1.

22 MR. VENUTO: Yes, sir. The original contract

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

1 value was $19,736,000, of which $500,000 was for the

2 site conditions. We are looking to utilize $375,000

3 of that money.

4 When the design drawings were put out and the

5 way the containment was shown, it appears we are going

6 to miss the backside of the parapet. There is a

7 section, due to the way the containment is anchored,

8 where there is going to be a strip where we're

9 actually going to miss painting it the way it's laid

10 out. We uncovered that prior to the containment going

11 up. It would be very difficult to come back later and

12 paint the backside of that barrier.

13 So what we'd like to do is extend that

14 containment down and have them paint that barrier

15 while they're here. The price, $375,000 is fair and

16 reasonable. We vetted it through our consultant. It

17 was significantly less than where they started. But

18 we think we have a price now. We think that it is

19 appropriate to do it now, rather than coming back in

20 the future, because it would be difficult to it then.

21 CHAIRMAN FRATTALI: Right. The last item of

22 the day is the Spending Track.

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

1 MR. VENUTO: Yes, sir. So, at this time, by

2 the end of June -- oh, I'm sorry -- yeah, by June, we

3 anticipate spending about $56 million. We are at

4 about $36 million/$36.5 million, at this time. You

5 know, we've talked about before that we have a few

6 projects that got a late start, but we are trending in

7 the upward direction where we're spending sort of more

8 this part of the year than -- we're still a little

9 behind in some of these months, like I said, the car

10 overhaul is a little bit behind. The painting got a

11 late start. So we expect that we'll start picking up

12 as the summer months move through.

13 CHAIRMAN FRATTALI: All right, any questions?

14 Jim and I have got to negotiate a raise for this extra

15 work I do with this committee.

16 (Laughter)

17 CHAIRMAN FRATTALI: All right, at this time, I

18 need a motion to adjourn.

19 BOARD CHAIRMAN BOYER: So moved.

20 CHAIRMAN FRATTALI: And second?

21 COMMISSIONER DiANTONIO: Second.

22 CHAIRMAN FRATTALI: All in favor?

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

1 ALL: Aye.

2 CHAIRMAN FRATTALI: Any opposed? We're

3 adjourned.

4 (Whereupon, the meeting adjourned.)

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

1 CERTIFICATE

2 This is to certify that the attached 3 proceedings before the Delaware River Port Authority 4 Operations and Maintenance Committee on August 5, 5 2015, were held as herein appears, and that this is 6 the original transcript thereof for the file of the 7 Authority. 8

9 FREE STATE REPORTING, INC.

10

11 ______Tom Bowman 12 (Official Reporter) 13

14

15

16

17

18

19

20

21

22

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 PROGRAM PERFORMANCE REPORT Jun-15 (EXCLUDING FEDERAL FUNDING)

2015 PROJECTED 2015 PROJECT CATEGORY # OF PROJECTS 2015 % VALUE SPENT 2015 TARGET % SPENT SPENDING SPENT TO DATE

Ben Franklin Bridge 10 $6,232,396 $710,420 11.4% 35.7%

Walt Whitman Bridge8 $16,050,000 $2,021,470 12.6% 29.4% Commodore Barry Bridge7 $27,300,000 $4,193,790 15.4% 45.7% Betsy Ross Bridge2 $9,400,000 $2,344,645 24.9% 58.5% Multi - or All Bridges7 $5,475,000 $1,359,040 24.8% 40.5% DRPA Other2 $725,000 $131,588 18.2% 45.5%

PATCO - DRPA Funded9 $35,366,214 $20,146,518 57.0% 70.0%

PATCO - FTA Funded6 $10,551,000 $5,652,319 53.6% 38.9%

TOTAL $111,099,610 $36,559,790 32.9% 50.7% $140,000 2015 CUMULATIVE BUDGET $111,100 $120,000

$100,000

$80,000 $56,337

$60,000 $36,560 $40,000

$20,000

$0 JF MA MJ JA SO ND Data Date 2015 Projected Spending Spent to Date

PERFORMANCE COMPARISON TABLE (CUMULATIVE) LAST MONTH THIS MONTH VARS 63% 65% 2%

2015 MONTHLY BUDGET $11,600 $10,940 $12,000 $11,258 $10,389 $9,627 $11,517 $10,329 $9,149 $9,272 $10,000 $8,119 $8,084 $8,526 $8,591 $8,000 $6,629 $6,164 $6,000 $4,233 $4,000 $2,247 $2,000 $987

$0 JFM AMJ JAS OND

2015 Projected Spending Actual Monthly Spending

PERFORMANCE COMPARISON TABLE (MONTHLY) LAST MONTH THIS MONTH VARS 95% 75% -20% SUMMARY STATEMENT

ITEM NO. DRPA-15-097 SUBJECT: Contract No. BF-44-2015, BFB Miscellaneous Pavement Repairs

COMMITTEE: Operations & Maintenance

COMMITTEE MEETING DATE: August 5, 2015

BOARD ACTION DATE: August 19, 2015

PROPOSAL: That the Board authorizes staff to negotiate a construction contract with the firm of A.E. Stone, Inc. to perform milling and resurfacing portions of the roadway surface on the bridge.

Amount: $708,000.00

Contractor: A.E. Stone, Inc. 1435 Doughty Rd. Egg Harbor Twp., NJ 08234-2229

Other Bidders: Richard E. Pierson Const. $863,358.58 James J. Anderson Const. $1,151,721.00 A.P. Construction, Inc. $1,156,746.00 Tarheel Enterprises, Inc. $1,308,833.46 Cardinal Contracting Co. $1,966,708.45

Engineers Estimate: $716,310.00

PURPOSE: To repair deteriorated areas of the pavement on the Camden approach spans and roadway.

BACKGROUND: The asphalt pavement on the Camden approach spans is in fair to poor condition with areas of severe distress. Constant heavy vehicular loads have caused cracking, potholes, rutting, and shoving of the pavement.

This project will repair the deteriorated pavement to provide a smooth and comfortable driving surface. The bridge was last resurfaced in 2004, and similar paving contracts were performed in 2009 and 2010. The entire roadway surface of the bridge is scheduled to be resurfaced in 2018.

The project was publicly advertised and bid documents were offered to the public beginning on June 22, 2015 with a bid opening date of July 22, 2015. Seven (7) sets of documents were sold. A total of six (6) SUMMARY STATEMENT Contract No. BF-44-2015, O&M August 5, 2015 BFB Miscellaneous Pavement Repairs ______

bids were received. The low responsive and responsible bid was submitted by A.E. Stone, Inc. in the amount of $708,000.00.

Staff has completed the evaluation of bids and recommends that the contract be awarded to A.E. Stone, Inc., in the amount of $708,000.00 as the low responsive and responsible bidder.

SUMMARY: Amount: $708,000.00 Source of Funds: 2013 Revenue Bonds Capital Project #: BF1501 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 270 Calendar Days Other Parties Involved: N/A Estimated Number of Jobs Supported: 21 DRPA-15-097 Operations & Maintenance Committee: August 5, 2015 Board Date: August 19, 2015 Contract No. BF-44-2015, BFB Miscellaneous Pavement Repairs

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority accepts the bid of $708,000.00 to repair deteriorated areas of the pavement on the Camden approach spans and roadway, and that the proper officers of the Authority be and hereby are authorized to negotiate a contract with A.E. Stone, Inc. for the required work in an amount not to exceed $708,000.00, 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: $708,000.00 Source of Funds: 2013 Revenue Bonds Capital Project #: BF1501 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 270 Calendar Days Other Parties Involved: N/A Estimated Number of Jobs Supported: 21 SUMMARY STATEMENT

ITEM NO.: DRPA-15-098 SUBJECT: Construction Monitoring Services for Contract No. WW-20-2015, Walt Whitman Bridge Painting Suspension Span and Towers

COMMITTEE: Operations and Maintenance

COMMITTEE MEETING DATE: August 5, 2015

BOARD ACTION DATE: August 19, 2015

PROPOSAL: That the Board authorizes staff to negotiate an agreement with Johnson, Mirmiran & Thompson, Inc. to provide Construction Monitoring Services for Contract No. WW-20-2015, Walt Whitman Bridge Painting, Suspension Span and Towers.

Amount: $7,386,365.95

Consultant: Johnson, Mirmiran & Thompson, Inc. 1600 Market Street, Suite 520 Philadelphia, PA 19103

Other Consultants: AECOM Technical Services, Inc. Greenman-Pedersen, Inc. HAKS Engineers, Architects and Land Surveyors, P.C. Parsons Brinkerhoff, Inc.

Engineers Estimate: $7,390,758.

PURPOSE: To provide full-time, on-site construction inspection and monitoring services for Contract No. WW-20-2015, Walt Whitman Bridge Painting, Suspension Span and Towers. 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-20-2015 consists of blast cleaning and painting Suspension Span Stiffening Trusses; exterior and interior of Towers; and Girders and associated structural steel supporting the Anchorage decks. The work will also include painting the Main Cables and Suspender Ropes and structural steel repairs.

The Authority publicly advertised its intent to retain a consultant and SUMMARY STATEMENT Construction Monitoring Services O&M August 5, 2015 for Contract No. WW-20-2015, Walt Whitman Bridge Painting Suspension Span and Towers ______

invited interested firms to submit Statements of Qualifications. Five (5) firms responded with Statements of Qualifications on March 9, 2015. All 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.

Johnson, Mirmiran & Thompson, Inc. was the highest technically ranked firm. The proposed construction inspection staff members have demonstrated extensive experience on long-span bridge painting and rehabilitation projects. Also, the proposed Resident Engineer has successfully managed the Benjamin Franklin Bridge Painting Phase 5 Contract. Johnson, Mirmiran & Thompson, Inc.’s Inspection Team has many years of experience inspecting bridge painting and rehabilitation projects similar to those required for this contract. Overall, the team assembled by Johnson, Mirmiran & Thompson, 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, Johnson, Mirmaran & Thompson, Inc.’s price was determined to be fair and reasonable.

It is recommended that an engineering services agreement be negotiated with Johnson, Mirmiran & Thompson, Inc. for the costs and associated fees not to exceed $7,386,365.95 to provide engineering services in accordance with the Request for Proposal.

SUMMARY: Amount: $7,386,365.95 Source of Funds: 2013 Revenue Bonds Capital Project #: WB1301 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Thirty Six (36) Months Other Parties Involved: N/A Estimated Number of Jobs Supported: 27 DRPA-15-098 Operations and Maintenance Committee: August 5, 2015 Board Date: August 19, 2015 Construction Monitoring Services for Contract No. WW-20-2015, Walt Whitman Bridge Painting Suspension Spans and Towers

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority accepts the Proposal of Johnson, Mirmiran & Thompson, Inc. to provide Construction Monitoring Services for Contract No. WW-20-2015, Walt Whitman Bridge Painting, Suspension Spans and Towers and that the proper officers of the Authority be and hereby are authorized to negotiate an Agreement with Johnson, Mirmiran & Thompson, Inc. for an amount not to exceed $7,386,365.95, 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: $7,386,365.95 Source of Funds: 2013 Revenue Bonds Capital Project #: WB1301 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Thirty Six (36) Months Other Parties Involved: N/A Estimated Number of Jobs Supported: 27 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-20-2015 Walt Whitman Bridge Painting Suspension Spans and Towers Technical Proposal Evaluation, Findings and Recommendation Report DATE: July 9, 2015

The Request for Qualifications (RFQs), which was posted on the Authority’s web-site, invited consultants to submit Statements of Qualifications (SOQs). Five (5) firms submitted SOQs on March 9, 2015.

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

AECOM Technical Services, Inc. (AECOM) Greenman-Pedersen, Inc. (GPI) HAKS Engineers, Architects and Land Surveyors, P.C. (HAKS) Johnson, Mirmiran & Thompson, Inc. (JMT) Parsons Brinkerhoff, Inc. (PB)

The short listed firms were sent a RFP on May 8, 2015. The Technical Proposals and separate sealed Price Proposals were received on June 9, 2015 from AECOM Technical Services, Inc., Greenman-Pedersen, Inc., HAKS Engineers, Architects and Land Surveyors, P.C., Johnson, Mirmiran & Thompson, Inc. and Parsons Brinkerhoff, Inc. The Review Committee, consisting of three (3) staff engineers, reviewed and evaluated the Technical Proposals.

Johnson, Mirmiran & Thompson, Inc., was the highest technically ranked firm. The proposed construction inspection staff members have demonstrated extensive experience on long-span bridge painting and rehabilitation projects. Also, the proposed Resident Engineer successfully managed the Benjamin Franklin Bridge Phase 5 contract. Overall, the team assembled by Johnson, Mirmiran & Thompson, 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 $7,390,758. as a guide. Price Proposals were opened on June 23, 2015.

Below are the Technical Proposal rankings, proposed hours and fees of these firms, along with the Engineer’s estimate of hours.

Original Price Negotiated Rank Firm Hours Proposal Hours Fee Engineer’s Estimate 55,446 $7,390,758.00 1 JMT 68,908 $9,168,142.24 55,698 $7,386,365.95 2 HAKS 64,616 $9,050,187.00 3 AECOM 33,268 $4,146,134.14 4 Parsons Brinkerhoff 58,454 $6,964,968.86 5 Greenman-Pedersen 61,578 $9,059,006.90

The Price Proposal from the highest technically ranked firm, Johnson, Mirmiran & Thompson, Inc., dated June 9, 2015 was reviewed by Engineering Department staff. It was observed to be 19% higher than the Engineer’s Estimate. After discussions with the Authority, Johnson, Mirmiran & Thompson, Inc.’s, believed that they had a better understanding of the scope of work needed as a result they could lower man hours. Johnson, Mirmiran & Thompson, Inc.’s proposed cost was reduced by staggering field inspection activities and optimizing man-hours utilization. This approach provided the required inspection coverage at a reduced cost. Also, the proposed field inspection staff has superior qualifications and experience as compared to other firms. Negotiations commenced which resulted in a final Price Proposal in an amount of $7,386,365.95. Based on the Review Committee’s findings, the Price Proposal of Johnson, Mirmiran & Thompson, 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, Johnson, Mirmiran & Thompson, Inc.

Based on a review of the Review Committee’s evaluation and supporting documentation, I concur with the recommendation to engage Johnson, Mirmiran & Thompson, Inc. of Philadelphia, Pennsylvania in the amount of $7,386,365.95 for this Agreement.

:df SUMMARY STATEMENT

ITEM NO.: DRPA-15-099 SUBJECT: Capital Project Contract Modification

COMMITTEE: Operations & Maintenance

COMMITTEEMEETINGDATE: August5,2015

BOARDACTIONDATE: August19,2015

PROPOSAL: That the Board authorize the execution of contract modifications to certain contracts for Authority capital project and that the Board amend the 2015 Capital Budget to include the increase in contract amount being requested in this Resolution.

PURPOSE: To approve contract modifications in the amounts and times set forth herein for the identified Authority capital projects and to assure that the 2015 Capital Budget reflects the actual Board approved project costs.

BACKGROUND: The Authority is presently undertaking several capital projects previously approved by the Board. During the course of the project(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-15-099 Operations & Maintenance Committee: August 5, 2015 Board Date: August 19, 2015 Capital Project Contract Modifications

RESOLUTION

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

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

RESOLVED: That the 2015 Capital Budget be and hereby is amended to increase the line item amounts allocated for DRPA Project Number as indicated in the attached chart.

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

August 5, 2015

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

BF1505 - Benjamin Franklin Bridge Railroad $782,396.00 $101,127.06 $883,523.06 No 2013 Revenue New Jersey Approach Construction Change Bonds Parapet Rehabilitation Co./Iron Bridge Corp. – A Joint Venture SUMMARY STATEMENT

ITEM NO.: DRPA-15-100 SUBJECT: Purchasing Bid B0006348 Procurement of Ameristar Aegis II Fence and Fence Material for the Ben Franklin Bridge – No Substitutions

COMMITTEE: Operations & Maintenance

COMMITTEE MEETING DATE: August 5, 2015

BOARD ACTION DATE: August 19, 2015

PROPOSAL: That the Board authorize staff to award a Purchase Order contract with the firm of South Camden Iron Works of Mickleton, NJ to procure Ameristar Aegis II Fence Material for Ben Franklin Bridge – No Substitutions – for installation at Philadelphia under bridge lots.

Amount: $173,523.32 Contractor: South Camden Iron Works PO Box 238 Mickleton, NJ 08056

Other Bidders: Alenco Fence and Lumber Corp. $199,515.46 Medford, NJ ProMax Fence Systems Inc. $182,619.00 Reading, PA

Bridge Operations Estimate $199,536.58

PURPOSE: To improve facility security by replacing existing chain link fence in underbridge lots on the Philadelphia side of the Ben Franklin Bridge with improved and extended height security fencing. The fencing is Ameristar Aegis Invincible security fence and will match the type security fence already installed at Camden underbridge areas. The procurement is an initial phase of replacements in Philadelphia. All removal and installation work will be performed by DRPA in-house forces.

BACKGROUND: This project will improve the access and security of underbridge lots by replacing existing 8ft chain link mesh fence with 10ft high, climb resistant estate style fencing. This procurement is an initial phase that will replace underbridge fencing. By requiring “No Substitution”, the fencing will meet the appearance and level of improved security already in place at the Camden, NJ lots. SUMMARY STATEMENT Purchasing Bid B0006348 O&M 08/05/15 Procurement of Ameristar Aegis II Fence and Fence Material for the Ben Franklin Bridge - No Substitutions

Bids were publically advertised on June 30, 2015 and mailed to eighteen (18) bidders. Three (3) bids were received. The low responsive and responsible bid was submitted by South Camden Iron Works in the amount of $173,523.32. Staff has completed evaluations of bids and recommends that the contract be awarded to South Camden Iron Works in the amount of $173,523.32 as the low responsive and responsible bidder.

SUMMARY: Amount: $173,523.32 Source of Funds: 2013 Revenue Bonds Capital Project #: AB1501 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A DRPA-15-100 Operation & Maintenance Committee: August 5, 2015 Board Date: August 19, 2015 Purchasing Bid B0006348 Procurement of Ameristar Aegis II Fence and Fence Material for the Ben Franklin Bridge – No Substitutions

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority accepts the bid of $173,532.32 submitted by South Camden Iron Works of Mickleton, NJ to furnish Ameristar Aegis II Fence and Fence Material for the Ben Franklin Bridge – No Substitutions – for installation at Philadelphia underbridge lots; and that the proper officers of the Authority be and hereby are authorized to enter into a Purchase Order contract with South Camden Iron Works of Mickleton, NJ in an amount not to exceed $173,532.32 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 Delaware River Port Authority. 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 the Delaware River Port Authority.

SUMMARY: Amount: $173,532.32 Source of Funds: 2013 Revenue Bonds Capital Project #: AB1501 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A SUMMARY STATEMENT

ITEM NO.: DRPA-15-101 SUBJECT: Carpet Replacement for One Port Center Building

COMMITTEE: Operations & Maintenance

COMMITTEEMEETINGDATE: August5,2015

BOARD ACTION DATE: August 19, 2015

PROPOSAL: That the Board authorizes staff to negotiate a contract with Metropolitan Contract Carpets, Inc., located in Cherry Hill, New Jersey, for carpet replacement of the 7th through 11th floors at the DRPA Corporate Headquarters, known as One Port Center, under the State of New Jersey Contract #81756 in the amount of $254,150.00.

PURPOSE: To remove the old carpeting and install new carpeting on floors 7 through 11 of the One Port Center Office Building.

BACKGROUND: The existing carpet at One Port Center is approximately fifteen years old and beyond its useful life. The 2015 DRPA budget for OPC included funds for this project.

This project will be under the New Jersey State Contract # 81756. Estimated timing for carpet delivery is 6.5 weeks and installation is 46 nights.

SUMMARY: Amount: $254,150.00 Source of Funds: Capital Budget for OPC Capital Project #: OP1501 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A DRPA-15-101 O&M Committee: August 5, 2015 Board Date: August 19, 2015 Carpet Installation for One Port Center Building

RESOLUTION

RESOLVED: That the Board authorizes staff to negotiate a contract with Metropolitan Contract Carpets, Inc., located in Cherry Hill, New Jersey, for carpet replacement of the 7th through 11th floors at the DRPA Corporate Headquarters, known as One Port Center, under the State of New Jersey Contract #81756 in the amount of $254,150.00.

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

SUMMARY: Amount: $254,150.00 Source of Funds: Capital Budget Capital Project #: OP1501 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

ITEMNO.:DRPA-15-102 SUBJECT:CityofPhiladelphiaRequest for Office of Emergency Management Use of Lots Under the Ben Franklin Bridge

COMMITTEE: Operations & Maintenance

COMMITTEE MEETING DATE: August 5, 2015

BOARD ACTION DATE: August 19, 2015

PROPOSAL: That the Board authorize staff to enter into an Agreement with the City of Philadelphia, allowing its Office of Emergency Management access under the Ben Franklin Bridge on two lots, the first located between 2nd and 3rd Streets and the second, located east of 2d Street to the I- 95 Access Ramp, in Philadelphia, between September 21, 2015 and September 29, 2015.

PURPOSE: To provide the above described gated and fenced area under the Ben Franklin Bridge for use by the City of Philadelphia, allowing its Office of Emergency Management to mobilize during the 2015 World Meeting of Families in order to help ensure a safe and successful event.

Support services from Pubic Safety include patrolling the area. Since Public Safety personnel would already be on duty, there would be no additional cost to DRPA. DRPA incurs no Operations staff costs.

The City of Philadelphia will also provide the necessary Certificate of Self-Insurance and will adhere to DRPA’s Indemnification and Liability requirements.

DRPA reserves the right to withhold approval or cancel any agreement on an as-needed basis in the event of unforeseen public safety, security, maintenance or construction issues which may arise and take precedence. SUMMARYSTATEMENT CityofPhiladelphiaRequestforOffice O&M 8/5/15 of Emergency Management Use of Lots Under the Ben Franklin Bridge

BACKGROUND: This September, the City of Philadelphia will be hosting the World Meeting of Families, an event which is projected to attract 1-2 million visitors. The City of Philadelphia is preparing to lodge, feed and equip thousands of first responders in the Center City area.

The City’s Director of Emergency Management has requested use of the above-referenced lots, in order to stage personnel, supplies and equipment and to prepare and heat meals for distribution to first responders out of on-site mobile feeding canteens.

SUMMARY: Amount: N/A Source of Funds: N/A Operating Budget: N/A Capital Project #: N/A Master Plan Status: N/A Other Fund Sources: N/A DurationofAgreement: 9/21/15-9/29/15 Other Parties Involved: N/A DRPA-15-102 O&M Committee Date: August 5, 3015 Board Date: August 19, 2015 City of Philadelphia Request for Office of Emergency Management Use of Lots Under the Ben Franklin Bridge

RESOLUTION

RESOLVED: That the Board authorizes DRPA staff to enter into an Access and any

related Agreements, allowing the City of Philadelphia, Office of Emergency Management, use of two DRPA Lots, one between 2nd and 3rd Streets and the other East of 2d Street to the I-95 Access Ramp, in Philadelphia, at no cost to DRPA, between the dates of September 21, 2015 and September 29, 2015 . Therefore, 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, or other documents on behalf of the DRPA. If such Agreements or other documents have been approved by the Chair, Vice Chair and Chief Executive Officer and if thereafter, either the Chair or Vice Chair is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA along with the Chief Executive Officer. If both the Chair and Vice Chair are absent or unavailable and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of DRPA.

SUMMARY: Amount: N/A Source of Funds: N/A Finance Budget: N/A Capital Project #: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Agreement: 9/21/15-9/29/15 Other Parties Involved: N/A FINANCE SUMMARY STATEMENT

ITEM NO.: DRPA-15-103 SUBJECT: Camera & Call Box Maintenance Agreement

COMMITTEE: Finance

COMMITTEE MEETING DATE: August 12, 2015

BOARD ACTION DATE: August 19, 2015

PROPOSAL: That the Board authorizes staff to negotiate a 1 year contract with Schneider Electric, Loves Park, IL for an amount not to exceed $181,239.00 for the renewal of our camera and call box maintenance agreement. This purchase is provided with GSA pricing under GSA Contract # GS-07F-7851C.

PURPOSE: To provide the Delaware River Port Authority with preventive maintenance and system/equipment repairs for all Authority cameras and call boxes.

BACKGROUND: Several years ago the Authority made a decision to improve the security of their fixed assets while at the same time improving the safety of the travelling public on those assets. To accomplish this cameras and call boxes were installed. In order to maintain those devices it is necessary to engage in a program of preventive maintenance for both the hardware and software components of the system. This agreement provides the DRPA with comprehensive, consistent hardware and software services. It allows us to work with Schneider Electric staff to deliver onsite hardware and software support. With these services we improve our camera and call box up- time with responsive hardware and software services with a 24x7 availability. Other services include the following:

. On-site visits at each facility several times a year to verify functionality . DVTEL software upgrades . Camera and call box firmware upgrades . Connectivity testing . Incident and problem management SUMMARY STATEMENT Camera & Call Box Maintenance Finance 8/12/15 Agreement ______

Staff therefore recommends negotiating a contract with Schneider Electric for an amount not to exceed $181,239.00 for the renewal of our Camera & Call Box maintenance agreement.

SUMMARY: Amount: $181,239.00 Source of Funds: Revenue Fund, General Fund Capital Project #: N/A Operating Budget: 2015 DRPA CE6 – Repairs and Maint. 2015 PATCO Contract Services Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: October 1, 2015 through September 30, 2016 Other Parties Involved: N/A DRPA-15-103 Finance Committee: August 12, 2015 Board: August 19, 2015 Camera & Call Box Maintenance Agreement

RESOLUTION

RESOLVED: That the Board authorizes staff to negotiate a 1 year contract with Schneider Electric for an amount not to exceed $181,239.00 for the renewal of our Camera & Call Box maintenance agreement. This purchase is provided with GSA pricing under GSA Contract # GS- 07F-7851C.

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: $181,239.00 Source of Funds: Revenue Fund, General Fund Capital Project #: N/A Operating Budget: 2015 DRPA CE6 – Repairs and Maint. 2015 PATCO Contract Services Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: October 1, 2015 through September 30, 2016 Other Parties Involved: N/A SUMMARY STATEMENT

ITEM NO.: DRPA-15-104 SUBJECT: Active Benefit-Eligible Employees/Under Age 65 Retiree, and Eligible Dependents - Health Benefits 2016 (DRPA/PATCO)

COMMITTEE: Finance

COMMITTEE DATE: August 12, 2015

BOARD DATE: August 19, 2015

PROPOSAL: Staff seeks authorization to accept renewal submitted by AmeriHealth to provide medical and prescription drug coverage to the Authority’s active benefit-eligible employees, eligible retirees under the age of 65, and their respective eligible dependents

PURPOSE: To continue to provide a quality healthcare benefits package for active benefit-eligible DRPA/PATCO employees, eligible retirees under the age of 65, and their respective eligible dependents, including appropriate cost-sharing among plan participants.

BACKGROUND: Costs associated with healthcare benefits comprise a substantial portion of DRPA/PATCO’s annual operating budget. In 2015, the DRPA and PATCO will spend approximately $12,779,515 to provide medical and prescription drug coverage for its benefit-eligible employees, under age 65 retirees, and their respective eligible dependents.

The benefit-eligible employees include the following: all non-represented employees at DRPA and PATCO, FOP-represented, IBEW-represented and the IUOE Police Dispatchers.

Currently retirees, who are under the age of 65, and their eligible dependents receive their medical and prescription benefits through the Authority. Employees hired on or after January 1, 2007, are no longer eligible to receive health benefits upon retirement.

Benefits are provided to employees represented by the IUOE and Teamsters as prescribed by the Collective Bargaining Agreements with those Unions. The medical, prescription, dental and vision benefits are provided to IUOE and Teamster-represented employees by their respective health and welfare plans.

This year, Gallagher marketed the coverage to the following carriers AmeriHealth, Aetna, Cigna, Horizon BCBS, and United Healthcare (UHC). They also requested self-insured options from AmeriHealth Administrators and IBA TPA. SUMMARY STATEMENT Active Benefit-Eligible Employees/Under Age 65 Finance 8/12/2015 Retiree, and Dependents - Health Benefits 2016 (DRPA/PATCO)

 Prior to receiving AmeriHealth’s renewal, Gallagher estimated a mock overall (blended medical and prescription) of 1.16% increase over current.

 AmeriHealth’s preliminary renewal came in at a 2.8% increase (+$357,826.42) over current.

 After Gallagher’s negotiations, AmeriHealth revised its renewal from 2.8% to a +1% increase ($126,166.20). In addition, AmeriHealth increased its annual wellness budget from $15,000 to $20,000. The renewal includes a Target Cost Ratio Guarantee for 2017, similar to the one that is currently in existence.

Staff seeks Board authorization to work with our broker, Gallagher Benefit Services, to accept the renewal submitted by AmeriHealth to provide medical and prescription drug coverage to the Authority’s active benefit-eligible employees, eligible retirees under the age of 65, and their respective eligible dependents at an estimated annual premium of $12,905,681.20, which is a 1% increase over current, and significantly below the estimated medical trend (8.5%) and estimated prescription trend (10%) for 2016.

SUMMARY: Amount: Estimated Annual Premium of 12,905,681.20 Note – This covers both DRPA and PATCO. The annual rate is based upon our current census of active benefit-eligible employees and under age 65 retirees, and is subject to change as our census changes. Source of Funds: Revenue Fund, General Fund Capital Project #: N/A Operating Budget: DRPA/PATCO Employee Services Expense Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: One Year (AmeriHealth offered a Target Cost Ratio Renewal Guarantee for the 2017) Other Parties Involved: AmeriHealth DRPA-15-104 Finance: August 12, 2015 Board Date: August 19, 2015 Active Employees/Under Age 65 Retiree Health Benefits 2016 (DRPA/PATCO)

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority authorizes staff to accept the renewal proposed by AmeriHealth for the provision of medical and prescription drug benefits to active benefit- eligible DRPA/PATCO employees, retirees under age 65, and their respective eligible dependents for Plan Year 2016 for an estimated annual premium $12,905,681.20; and be it further

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority recognizes that the estimated annual premium of $12,905,681.20 is based upon our current DRPA/PATCO census of active benefit-eligible employees, and is subject to change as our census; and be it further

RESOLVED: That the Board of Commissioners authorizes staff to work with the Authority’s broker, Gallagher Benefit Services, to finalize the terms of the 2016 Healthcare renewal with AmeriHealth,; and be it further

RESOLVED: That staff is authorized to work with DRPA/PATCO’s Third Party Administrator, Benefit Harbor, to begin the 2016 Open Enrollment Process in November 2015, 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/PATCO. If such agreements, contracts, or other documents have been approved by the Chair, Vice Chair and Chief Executive Officer, and if thereafter, either the Chair or Vice Chair is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of the DRPA/PATCO, along with the Chief Executive Officer. If both the Chair and Vice Chair are absent or unavailable, and if it is necessary to execute the said document(s), while they are absent or unavailable, the Chief Executive Officer shall execute such document(s) on behalf of the DRPA/PATCO. SUMMARY: Amount: Estimated Annual Premium of 12,905,681.20 Note – This covers both DRPA and PATCO. The annual rate is based upon our current census of active benefit-eligible employees and under age 65 retirees, and is subject to change as our census changes. Source of Funds: Revenue Fund, General Fund Capital Project #: N/A Operating Budget: DRPA/PATCO Employee Services Expense Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: One Year (AmeriHealth offered a Target Cost Ratio Renewal Guarantee for the 2017) Other Parties Involved: AmeriHealth SUMMARY STATEMENT

ITEM NO.: DRPA-15-105 SUBJECT: Employee Dental Coverage 2016-2017 (DRPA/PATCO)

COMMITTEE: Finance

COMMITTEE DATE: August 12, 2015

BOARD DATE: August 19, 2015

PROPOSAL: Staff seeks authorization to enter into a two-year contract with Delta Dental of New Jersey to provide dental coverage to active benefit-eligible DRPA and PATCO employees and their eligible dependents.

PURPOSE: To continue to provide a quality dental care benefit package, with a national network, for active benefit-eligible DRPA and PATCO employees and their eligible dependents.

BACKGROUND: As part of its health and welfare benefits package for benefit-eligible active employees has traditionally provided comprehensive dental coverage with a national network. The coverage is currently with Delta Dental of NJ.

Delta Dental is a large national dental carrier with approximately 196,220 dental providers in their network. The carrier has a total national membership of approximately 54 million, with 1.6 million residing in New Jersey. The carrier’s corporate headquarters is located in Parsippany, New Jersey. It employs over 365 employees.

Delta Dental offers two national PPO networks (Delta Dental PPO and Delta Dental Premier). By having access to both networks, the Authority will be able to capture more claims in-network which has a positive impact on long term cost control and employee satisfaction.

Delta Dental of New Jersey will continue to offer the following value- added enhancements, at no additional premium:

The Carry Over Maximum Program – This programs allows members to carry over part of their unused standard annual maximum in one year to increase benefits for the following year and beyond; and

Oral Health Enhancement Program – This program allows eligible members who have previously been treated for periodontal disease to receive up to four dental cleanings and/or periodontal maintenance procedures per benefit period (typically this benefit is capped at two cleanings or procedures annually). SUMMARY STATEMENT Employee Dental Coverage 2016-2017 Finance 08/12/2015 (DRPA/PATCO) ______

In 2014, Delta initial renewal was released with a +20% increase. Our broker, Gallagher Benefit Services, negotiated a final renewal quote from Delta Dental of 16% over current, annual premium of $477,601 ($65,875 over current.) with a two year rate guarantee.

In 2015, Gallagher Benefit Services, marketed the dental coverage for the 2016 plan year. The following nine (9) carriers submitted quotes: Delta Dental; Aetna; Ameritas; Bollinger; Cigna; Guardian; MetLife; Standard; United Concordia.

We received the following quotes:

 Delta Dental initial renewal (0% for one year; +3.5% for two years)  Aetna (-14% under current)  Ameritas (-11% under current)  Bollinger (-5% under current)  Cigna (-7% under current)  Guardian (-6% under current)  MetLife (-11% under current)  Standard (-5.5% under current)  United Concordia (-5.5% under current)

Gallagher negotiated with Delta Dental based on these competitive quotes and Delta negotiated renewal for 2016 is:

 -7% decrease for one-year rate guarantee (based on census at time of billing) ending 12/31/2016 (~$446,323 / projected annual savings = $31,278)  -3.5% decrease for two-year rate guarantee (based on census at time of billing) ending 12/31/2017 (~$461,981 / projected annual savings = $15,620)

 While there are competitive quotes our broker advises that their provider networks and overall discounts may not be as large as the national network and discounts offered by Delta Dental. This could cause member disruption in provider utilization as well as out-of-pocket costs for services they incur.

Our broker recommends that we accept Delta Dental’s two-year renewal PYs January 1, 2016-December 31, 2017), which was negotiated from +3.5 increase to -3.5% decrease. If approved, the estimated annualpremium would be $461,981. Staff agrees with this recommendation SUMMARY STATEMENT Employee Dental Coverage 2016-2017 Finance 08/12/2015 (DRPA/PATCO) ______

Summary: Amount: Estimated $461,981 annually 2-year rate guarantee)

Note: This covers DRPA and PATCO. The annual rate is based upon our current DRPA/PATCO census of active benefit- eligible employees, and is subject to change as our census changes. Source of Funds: Revenue Fund, General Fund Capital Project #: N/A Operating Budget: DRPA/ PATCO Employee Services Expense Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Two (2) Years (PYs 1/1/2016-12/31/2017) Other Parties Involved: Delta Dental of New Jersey DRPA-15-105 Finance Committee: August 12, 2015 Board Date: August 19, 2015 Employee Dental Coverage 2016-2017 (DRPA/PATCO)

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority authorizes staff to accept a two-year renewal with Delta Dental of New Jersey, which would result in a projected annual premium of approximately $461,981; and be it further

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority recognizes that the annual premium of $461,981 is based upon our current DRPA/PATCO census of active benefit-eligible employees, and is subject to change as our census changes; and be it further

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

SUMMARY: Amount: Estimated $461,981 annually 2-Year Rate Guarantee

Note: This covers DRPA and PATCO. The annual rate is based upon our current DRPA/PATCO census of active benefit- eligible employees, and is subject to change as our census changes. Source of Funds: Revenue Fund, General Fund Capital Project #: N/A Operating Budget: DRPA/PATCO Employee Services Expense Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Two (2) Years (PYs 1/1/2016-12/31/2017) Other Parties Involved: Delta Dental of New Jersey SUMMARY STATEMENT

ITEM NO.: DRPA-15-106 SUBJECT: Employee Vision Coverage 2016 – 2017 (DRPA/PATCO)

COMMITTEE: Finance

COMMITTEE DATE: August 12, 2015

BOARD DATE: August 19, 2015

PROPOSAL: Staff seeks authorization to accept the renewal quote from Vision Benefits of America (“VBA”) to provide vision coverage to active benefit-eligible DRPA/PATCO employees and their eligible dependents for plan years January 1, 2016 – December 31, 2017. If approved, the estimated annual premium will be $47,263. This estimated premium would remain the same for two years.

PURPOSE: To continue to provide a quality vision care benefit package for active benefit-eligible DRPA & PATCO employees and their eligible dependents.

BACKGROUND: As part of its benefits package for benefit-eligible active employees the DRPA & PATCO has traditionally provided vision coverage for employees and their eligible dependents. In 2011, we entered into a three-year agreement with VBA for an approximate premium of $43,755 annually.

In 2014, we renewed with Vision Benefits of America DRPA and PATCO at $46,795, a +7% over 2013 rates. The rate remains in effect until December 31, 2015.

In 2015, our broker, Gallagher Benefit Services, marketed the vision coverage for the 2016 plan year. The 2016 VBA Vision Renewal was released with a +1% ($467.95) increase for an estimated annual premium of $47,263. VBA offered two-year rate guarantee (at $47,263), ending December 31, 2017.

We received quotes from other vision providers, but none were as competitive as VBA.

 Davis Vision via AmeriHealth (+13%)  Eye Med (+32%)  NVA (+5%)  Superior Vision (+41%)  VSP (+25%) SUMMARY STATEMENT Employee Vision Coverage Finance 8/12/2015 2016 (DRPA & PATCO) ______The following markets are pending:

 Aetna  Cigna  Horizon BCBSNJ  United Healthcare

Our broker recommends that we accept VBA’s two-year renewal, at a 1% increase (+467.95 annual increase) through December 31, 2017. The estimated annual premium will be $47,263. This estimated premium would remain the same for two years. Staff agrees with Gallagher’s recommendation.

SUMMARY: Amount: Approximately $47,263 (single @ $4.10 monthly; Family @ $10.20/monthly) This covers both DRPA and PATCO(The amount is based upon current The renewal is based on the current DRPA/PATCO census, and is subject to change as the census changes.

Source of Funds: Revenue Fund, General Fund Capital Project #: N/A Operating Budget: DRPA/PATCO Employee Services Expense Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract:Two-Years, PYs 1/1/2016-12/31/2017 Other Parties Involved:Vision Benefits of America DRPA-15-106 Finance: August 12, 2015 Board Date: August 19, 2015 Employee Vision Coverage 2016-2017 (DRPA/PATCO)

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority authorizes staff to negotiate a two-year contract with Vision Benefits of America for the provision of vision care benefits to active DRPA & PATCO benefit-eligible employees and their eligible dependents for plan years January 1, 2016 through December 31, 2017, at an estimated annual premium of $47,263; and be it further

RESOLVED: That the estimated annual premium is based on the current census of benefit-eligible employees at DRPA and PATCO, and is subject to change as the census changes; 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 and PATCO. If such agreements, contracts, or other documents have been approved by the Chair, Vice Chair and Chief Executive Officer, and if thereafter, either the Chair or Vice Chair is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA and PATCO, along with the Chief Executive Officer. If both the Chair and Vice Chair are absent or unavailable, and if it is necessary to execute the said document(s), while they are absent or unavailable, the Chief Executive Officer shall execute such document(s) on behalf of DRPA and PATCO.

SUMMARY: Amount: Approximately $47,263 (single @ $4.10 monthly; Family @ $10.20/monthly) This covers both DRPA and PATCO(The amount is based upon current The renewal is based on the current DRPA/PATCO census, and is subject to change as the census changes.

Source of Funds: Revenue Fund, General Fund Capital Project #: N/A Operating Budget: DRPA/PATCO Employee Services Expense Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract:Two-Years, PYs 1/1/2016-12/31/2017 Other Parties Involved:Vision Benefits of America UNFINISHED BUSINESS SUMMARY STATEMENT AMENDED August 19, 2015

ITEM NO.: DRPA-15-060 SUBJECT: Audiolog Recorder Upgrades

COMMITTEE: Finance

COMMITTEE MEETING DATE: N/A

BOARD ACTION DATE: August 19, 2015

PROPOSAL: That the Board authorizes staff to negotiate a contract with Communication Marketing Associates, for an amount not to exceed $119,961.90 for the procurement of hardware and software upgrades to the Authority’s telephone and radio recording equipment. This purchase is provided with pricing under the Commonwealth of Pennsylvania Contract # 4400008557.

PURPOSE: To provide the Authority with the necessary upgrades in support of the Authority’s voice recording infrastructure.

BACKGROUND: For the past 5 years we have been utilizing Verint’s Audiolog system to capture voice recordings from the Authority’s radio system as well as specific telephone numbers related to public safety and transit operations. The recordings are used by staff to track incidents for legal, regulatory, and other requirements. Recorded radio and telephone also provides a measure of safety using Instant Recall by police dispatch.

As the system has been in place for some time and as part of regular routine maintenance, it is now necessary to refresh some of that equipment. This upgrade will include new servers and the latest version of the software. With this upgrade we will also get improved capabilities including,

 New web-based client  Improvement in recovery capability  Ability to tie in our new 800Mhz radio system  Additional channels for increased recording capability  Encryption functionality for future integration  Integrates with new version of Cisco telephone system SUMMARY STATEMENT -2- Audiolog Recorder Upgrades Finance 05/6/2015 ______

Staff therefore recommends, negotiating a contract with Communication Marketing Associates, for an amount not to exceed $119,961.90 for the procurement of hardware and software upgrades to the Authority’s telephone and radio recording equipment.

SUMMARY: Amount: $119,961.90 Source of Funds: 2013 Revenue Bonds/General Fund Capital Project #: T14002 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A DRPA-15-060 Finance Committee: May 6, 2015 Board Date: May 20, 2015 Audiolog Recorder Upgrades

RESOLUTION

RESOLVED: That the Board authorizes staff to negotiate a contract with Communication Marketing Associates, for an amount not to exceed $119,961.90 for the procurement of hardware and software upgrades to the Authority’s telephone and radio recording equipment.

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

SUMMARY: Amount: $119,961.90 Source of Funds: 2013 Revenue Bonds/General Fund Capital Project #: T14002 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A NEW BUSINESS SUMMARY STATEMENT

ITEM NO.: DRPA-15-107 SUBJECT: Consideration of Pending DRPA Contracts (Between $25,000 and $100,000)

COMMITTEE: New Business

COMMITTEEMEETINGDATE: N/A

BOARD ACTION DATE: August 19, 2015

PROPOSAL: That the Board consider authorizing staff to enter into contracts as shown on the Attachment to this Resolution.

PURPOSE: To permit staff to continue and maintain DRPA operations in a safe and orderly manner.

BACKGROUND: At the Meeting held August 18, 2010 the DRPA Commission adopted Resolution 10-046 providing that all DRPA contracts must be adopted at an open meeting of the DRPA Board. The Board proposed modifications to that Resolution at its meeting of September 15, 2010; specifically that all contracts between $25,000 and $100,000 be brought to the Board for approval. The contracts are listed on the Attachment hereto with the understanding that the Board may be willing to consider all of these contracts at one time, but if any member of the Board wishes to remove any one or more items from the list for separate consideration, each member will have that privilege.

SUMMARY: Amount: N/A Source of Funds: See Attached List Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A DRPA-15-107 New Business: August 19, 2015 Board Date: August 19, 2015 Consideration of Pending DRPA Contracts (Between $25,000 and $100,000)

RESOLUTION

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

SUMMARY: Amount: N/A Source of Funds: See Attached List Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A CONSIDERATION OF PENDING DRPA CONTRACTS (BETWEEN $25,000 - $100,000) – AUGUST 19, 2015 DRPA

Item # Vendor/Contractor Description Amount ProcurementMethod BidsReceived BidAmounts SourceofFunds 1 Oceanport, LLC Purchase 1,000 tons of $71,500.00 In accordance with New Jersey 1. Oceanport, LLC 1. $71,500.00 Revenue Fund Claymont, DE highway rock salt for the ($71.50 per State Contract #T-0213, Vendor Claymont, DE Commodore Barry ton) #83332. Bridge facility to clear the bridge, highway and access ramps during winter months for operational purposes.

2 Lawmen Supply Company One (1) year contract to $59,999.50 Competitive Formal Bid- IFB 1. Lawmen Supply Company 1. $59,999.50 Revenue Fund Pennsauken, NJ supply various Blauer B0006347 was publicly advertised Pennsauken, NJ Police Shirts and and issued to ten (10) prospective Trousers for bidders. Four (4) bids were 2. Action Uniform Co., LLC 2. $68,960.00 DRPA/PATCO Public received and publicly opened on Egg Harbor Township, NJ Safety Department. July 28, 2015. 3. Atlantic Tactical, Inc. 3. $75,640.00 New Cumberland, PA

4. This & That Uniforms 4. $81,652.39 Pleasantville, NJ

3 Graybar Electric Co., Inc. Purchase of Audio $30,376.81 Competitive Formal Bid- IFB 1. Graybar Electric Co., Inc. 1. $30,376.81 General Fund Philadelphia, PA Conferencing B0006352 was publicly advertised Philadelphia, PA Communication and issued to fifteen (15) Equipment. prospective bidders. Six (6) bids 2. Total Video Products, Inc. 2. $37,574.00 were received and publicly opened Mickleton, NJ on July 29, 2015. 3. Events Unlimited, Inc. 3. $38,540.00 Deptford, NJ

4. Eplus Technology, Inc. 4. $47,688.08 Herndon, VA

5. Washington Professional 5. NON RESPONSIVE Systems, Wheaton, MD

6. Software House International 6. NON RESPONSIVE Somerset, NJ DELAWARE RIVER PORT AUTHORITY & PORT AUTHORITY TRANSIT CORP. BOARD MEETING

Wednesday, August 19, 2015 The Philadelphia Convention Center 1101 Arch Street Philadelphia, PA 10:00 a.m.

John Hanson, Chief Executive Officer PATCO BOARD PORT AUTHORITY TRANSIT CORPORATION BOARD MEETING Wednesday, August 19, 2015 at 10:00 a.m. Philadelphia Convention Center 1101 Arch Street, Room 119A/B Philadelphia, PA ORDER OF BUSINESS

1. Roll Call

2. Report of the General Manager - August 2015

3. Approval of July 15, 2015 PATCO Board Meeting Minutes

4. Monthly List of Previously Approved Payments – Covering Month of July 2015

5. Monthly List of Previously Approved Purchase Orders and Contracts of July 2015

6. Balance Sheet and Equity Statement dated June 30, 2015

7. Approval of Operations & Maintenance Committee Minutes of August 5, 2015

8. Adopt Resolutions Approved by Operations & Maintenance Committee of August 5, 2015

PATCO-15-021 Contract No. PATCO-54-2014, Replacement of Rectifier Transformers Phase II and Lindenwold Emergency Diesel Generator

PATCO-15-022 Construction Monitoring Services for Contract No. PATCO-54-2014, Replacement of Rectifier Transformers Phase II and Lindenwold Emergency Diesel Generator

PATCO-15-023 Woodcrest Station Shredding Event

PATCO-15-024 General Consulting Services Contract – PATCO Safety and Security

9. New Business

PATCO-15-025 Consideration of Pending PATCO Contracts (Between $25,000 and $100,000)

10. Unfinished Business

11. New Business

12. Adjournment GENERAL MANAGER’S REPORT REPORT OF THE GENERAL MANAGER

As stewards of public assets, we provide for the safe and efficient operation of transportation services and facilities in a manner that creates value for the public we serve.

August 19, 2015

To the Commissioners:

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

HIGHLIGHTS

STEWARDSHIP

GTFS - On July 6, PATCO began displaying its schedule information in General Transit Feed Specification (GTFS) format so that anyone with access to the Internet, whether via computer, smartphone or tablet, can have ready, easy access to PATCO information in both narrative and graphic form. GTFS allows near-universal trip-planning functions in an easy-to-read format. Mike Williams, Acting Manager, Corporate Communications, worked very closely with PATCO’s website provider to sync the information so that it would be provided accurately. It’s also easy to make temporary changes in GTFS, with as little as one days’ notice, so schedule changes for short-term projects such as trackwork can be widely disseminated to the traveling public. Having PATCO’s information in GTFS greatly expands our visibility to anyone in the world looking for information about traveling between south Jersey and Philadelphia. General Manager’s Report – for August 19, 2015 Meeting

Escalators / Elevators –Availability of all escalators was 98.4% in July. Elevator availability for the month of July was 91.8%. The emergency communications system for the two elevators at our 9th/Locust Street Station was not working early in the month, and we could not allow passengers to use this equipment if there were any possibility of being trapped without the ability to reach us for assistance. We pursued resolution of this particularly thorny malfunction, enlisting assistance from the maintenance contractor, our own electronic technicians, IS staff, Verizon, and the manufacturer of the elevator. PATCO has an arrangement in place to offer alternate transportation to passengers who might be affected by an elevator outage but, perhaps because of wide dissemination of public service information about the unavailability of the elevators at 9th/Locust, no one requested the service. This one issue accounted for 96% of the elevator outages for the entire month. Year to date average availabilities are 93.8% for escalators and 98.1% for elevators.

Since we entered into our multi-year contract with SEPTA to maintain our escalators and elevators, they have done an excellent job of performing preventive maintenance and inspections, and of General Manager’s Report – for August 19, 2015 Meeting

responding to calls for maintenance. The chart below shows availability of escalators and elevators since the inception of their contract in July of last year. (Data does not include equipment that was out of service for an extended time while being replaced as part of the capital project to replace four escalators.)

100.00%

Elevator Availability Goal: 97% 95.00%

Escalator Availability

90.00% Elevator Availability

Escalator 85.00% Availability Goal: 90%

80.00%

SERVICE

Ben Franklin Bridge Track Rehab Project / New PATCO Schedule – On July 5, the track rehab project entered a new phase, requiring a 24/7 outage of the north track. PATCO implemented a schedule to work around that constraint, offering consistent service Monday through Friday. This schedule includes some gaps in service, but the duration and number of gaps are less than those required for a south track outage. We expect to operate this schedule until Labor Day, when contractor work will shift to extended weekends and PATCO will be able to resume its more frequent, traditional service on Monday through Thursday mornings. We expect that the 24/7 track outage this summer will enable the contractor to stay on target to complete the project by the end of the year, four months ahead of schedule.

General Manager’s Report – for August 19, 2015 Meeting

On-Time Performance – PATCO’s on-time performance in July, 2015 was 95.71%. Our on-time performance so far in 2015 is 96.62%.

COMMUNITY

Sale of Passes to Attend Events during the Pope’s Visit – In anticipation of the Pope’s visit to the Philadelphia, PATCO has been meeting with DRPA, SEPTA, Amtrak, NJ Transit, the City, and numerous public safety agencies in the region. PATCO’s plan offers non-stop service from four New Jersey stations to its 9th/Locust Street Station on Saturday and Sunday, September 26 and 27. We expect many customers who do not already have a PATCO FREEDOM card and will need fare media for that weekend. The sale of one-day and two-day passes began on-line and at our FREEDOM Card Service Centers on July 20.

FINANCE

PATCO Income year to date (through 6/30/15) amounted to $12,882,434 compared with a Budget Anticipated Income of $13,198,789, an unfavorable variance of $316,355 or 2.40%.

Operating expenses during June 2015 amounted to $3,459,348, compared with a Budget Anticipated Expense of $4,195,822, a favorable variance of $736,474 or 17.55%. Year to date expenses totaled $23,490,834, compared with a Budget Anticipated Expense of $26,248,941, a favorable variance of $2,758,107 or 10.51%.

During the month of June 2015, PATCO experienced a Net Operating Loss (excluding rental and non- recurring charges) of $1,235,115. The cumulative Net Operating Loss (excluding rental and non- recurring charges) through 6/30/15 totaled $10,608,400. Total Cumulative Loss year to date (including Lease Rental charges) equaled $13,669,398.

Net Transit Loss (including lease expense) for the month ending 6/30/15 was $1,745,282.

The passenger count for the month of June 2015 totaled 844,362, an increase of 16,064 (+1.94%) when compared to June 2014. This variance may be partially attributable to the fact that there was one more weekday in June 2015 than 2014 and many more customers ride on a weekday than on a Sunday. However, one should also note that PATCO’s ridership was up despite our 18-hour storm-related service suspension on June 23-24, 2015.

Sundays Weekdays Saturdays June, 2015 4 22 4 June, 2014 5 21 4

Ridership for the year to date as of 6/30/15 totaled 4,981,652, a decrease of 17,761 (-0.36%) when compared to the same period of 2014. General Manager’s Report – for August 19, 2015 Meeting

2015 2015 Through June 30, 2015 Budget Actual Variance Income $13,198,789 $12,882,434 $316,355 U Expenses $26,248,941 $23,490,834 $2,758,107 F Operating Ratio .5028 .5484

Passengers 5,189,941 4,981,652 208,289 U Car Miles 2,389,689 2,268,702 28,880

PERSONNEL TRANSACTIONS

The following personnel transactions occurred in July, 2015:

NAME POSITION DEPT. DATE

APPOINTMENT(S)

Yolanda D. Davis Custodian Way & Power 7/13/15 Dorian R. Dyer Custodian Way & Power 7/13/15 LaShawn C. Salaam Train Operator Transit Services 7/27/15 Peter A. Mitchell Train Operator Transit Services 7/27/15 Toni L. Lane Train Operator Transit Services 7/27/15

APPOINTMENT(S) – TEMPORARY - None

PROMOTION(S)

James R. Tropea From: Customer Service Agent Transit Services To: Train Operator Transit Services 7/25/15

UPGRADE - None

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION

Joseph N. Christina From: Money Room Supervisor Passenger Services (retro) To: Acting Supervisor Passenger Services 5/16/15 – 5/26/15

Thomas E. Herron From: Technical Supervisor Way & Power To: Acting Director Way & Power 7/3/15 – 7/12/15

Phillip P. Olivo, Jr. From: Fare Collection Foreman Fare Collection To: Acting Manager Fare Collection 7/3/15 – 10/01/15 General Manager’s Report – for August 19, 2015 Meeting

Mary Stires From: Payroll Clerk Finance To: Acting Payroll Administrator Finance 7/18/15 – 7/26/15

TRANSFER(S)

William L. Holt From: Maintainer PATCO Way & Power To: Electrical Foreman, DRPA – BFB Construction & Maintenance 7/10/15

RESIGNATION(S) - None

RETIREMENT(S)

William J. Anderson Electronic Technician Equipment 7/10/15

DECEASED - None

PURCHASING & MATERIAL MANAGEMENT

During the month of July, 174 purchase orders were issued with a total value of $646,070. Of the $103,673 in monthly purchases where minority vendors could have served PATCO needs, $34,221 was awarded to MBEs and $64,384 to WBEs. The $98,605 total MBE/WBE purchases represent 15.2% of the total spent and 95.1% of the purchases available to MBE/WBEs. The storeroom completed 3,105 transactions in July; book value of inventory on hand at the end of the month was $5,496,960.

TRANSIT SERVICES

The on-time performance for the 4,711 scheduled trips in July was 95.71%, with 100% performance on seven days. On July 5, the two-month 24/7 outage of the north track over the Ben Franklin Bridge began as the next phase of the Ben Franklin Bridge Track Rehabilitation Project. Unfortunately, a disabled train blocked access to the one remaining track during peak service on two occasions this month. We routinely deploy maintenance technicians to the bridge during peak hours to minimize response time if such a situation were to arise, but any breakdown at those times of the day affects several trains. These two incidents significantly affected our on-time performance for the month. Our on-time performance for the year to date is 96.62%.

The chart below illustrates the causes of incidents that resulted in delays and annulments in July:

General Manager’s Report – for August 19, 2015 Meeting

July 2015 Incidents Other, 19%

Familiarization Equipment Defect, with Alstom 59% Transit Cars 5 Operations, 3% Concert Crowds 3 Pneumatics 8 Misc. 3 Doors 6 Misc on Public Safety Issues, Alstom Cars 6 3% Brake/Comp 3 Propulsion 6 Trespasser, 2% Suspension 3 Cab Signal 2

Passenger Issues, 9%

W&P Elec - Signal - Radio, 3%

Lack of Equipment, 2%

MAINTENANCE

The following significant maintenance initiatives progressed in July:  Nineteen (19) rebuilt motors are available for installation as needed. Fifty-seven (57) motors are at vendors for repair, two (2) are being processed for shipment to RAM, and three (3) additional are pending shipment.  As reported previously, we had established a goal of 50 truck overhauls in 2015. Sixteen (16) trucks have been assembled so far this year, with one (1) additional unit in progress. Gear boxes still pose a choke point impeding progress on this initiative. We are trading used trucks for new ones from Alstom.  Six (6) rebuilt gearboxes available, and three (3) wheelsets are assembled and ready for truck building. We are still relying primarily on UTC to support our gearbox overhaul program. Sixty-four General Manager’s Report – for August 19, 2015 Meeting

(64) gearboxes are at vendors for repair with 24 at UTC and 40 at Penn Machine. Penn Machine is working on 4 boxes in an effort to quantify out of scope work costs.  In July we performed 278 exterior washes. Interior heavy cleaning was performed on thirty-one (31) cars.  Car overhaul - We have 16 overhauled cars on-site and all have been conditionally accepted. Propulsion faults have occurred intermittently, and Alstom field service is working with Hornell engineering and Ridderkerk to address this issue.  Car Overhaul – Alstom-supplied test equipment – The commissioning of the S500 automated test station is scheduled for early August. The remaining pending items are communication equipment, diagnostics and software.  Rail welding was performed on mainline track between Way and West Ferry interlockings on #2 track.  Compromised rail on #1 track was replaced.  Multiple cracked concrete ties on the mainline track were replaced.  Drainage lines at Ferry Avenue Station were repaired; asphalt was applied and access road repairs were finished.  Water drainage issues were addressed by incorporating PVC drainage lines and a sump pump was applied between #2 and #3 inspection pits located in Building 1 of the Lindenwold Shop.  A water evacuation pump in the Filbert pump room was replaced.  Right-of-way inspections were performed.  Relay testing and repairs at interlockings and substations were performed.  Stations, subway tunnels, and parking lots were relamped as necessary.  Support services were provided as required for the following projects: o Testing of refurbished transit cars o Maintenance of fire-alarm systems o Maintenance of and enhancements to the 800 MHz radio system o Maintenance and repairs of escalators and elevators o Ben Franklin Bridge track structure inspections and repairs – provided flagging, scheduling and guidance o Assisted with power design and coordination issues with DRPA/HNTB to ensure Contract 21E remains on schedule.

SAFETY

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

General Manager’s Report – for August 19, 2015 Meeting

KEY PERFORMANCE INDICATORS (KPI’s)

PATCO is tracking availability of escalators and elevators, as shown below:

Operational Percentage – July, 2015 Favorable / Equipment Target Actual Variance Unfavorable Escalators (14) 90% 98.4% +8.4% F Elevators (11) 97% 91.8% -5.2% U

Respectfully submitted,

John D. Rink General Manager

MEMORANDUM

PORT AUTHORITY TRANSIT CORPORATION of Pennsylvania & New Jersey

TO: John Rink

FROM: David Fullerton SUBJECT: Monthly Report: Safety Department – July, 2015

DATE: August 4, 2015

1. Staff was involved in the following activities concerning Contractor Safety:  Conducted Contractor’s Safety Briefings and created the necessary follow-up reports of safety briefings as shown below:

NUMBER PATCO DATE CONTRACTOR PROJECT/WORK AREA IN CONTRACT NO. ATTENDANCE 07/06/15 RCC/IBC-JV 21-E BFB Track Rehab 2 Wireless Underground 07/06/15 Verizon Wireless 2 Station Service Wireless Underground 07/06/15 Verizon/V-Comm 2 Station Service 07/13/15 RCC/IBC-JV 21-E BFB Track Rehab 1 Wireless Underground 07/13/15 Verizon Wireless 3 Station Service Wireless Underground 07/13/15 Verizon/V-Comm 2 Station Service 07/13/15 Alstom 18-C Transit Car Overhaul 1

07/13/15 PATCO New Hire W&P Custodians 2

07/13/15 DRPA New Hires Dispatchers 4 Wireless Underground 07/20/15 Verizon Wireless 3 Station Service Wireless Underground 07/20/15 Verizon/V-Comm 2 Station Service Wireless Underground 07/20/15 Verizon/Carr & Duff 7 Station Service 07/20/15 SimplexGrinnell Fire Alarm System 1

07/20/15 HNTB 21-E BFB Track Rehab 1 07/20/15 RCC/IBC-JV 21-E BFB Track Rehab 1

NUMBER PATCO DATE CONTRACTOR PROJECT/WORK AREA IN CONTRACT NO. ATTENDANCE 07/27/15 HNTB 21-E BFB Track Rehab 1 Wireless Underground 07/27/15 Verizon Wireless 7 Station Service Wireless Underground 07/27/15 Verizon/V-Comm 2 Station Service Wireless Underground 07/27/15 Verizon/Carr & Duff 1 Station Service 07/27/15 PATCO New Hires Train Operators 4

Drug & Alcohol Tests – for July 2015 Random Drug only 10 Random Alcohol only 2 Reasonable Suspicion Drug only 0 Reasonable Suspicion Alcohol only 0 Post Accident 0 TOTAL TESTS COMPLETED 12

2. Internal PATCO Safety Activities:  Conducted and participated in monthly SACC and Joint Workplace Committee meetings.  Conducted make up session on Decision Driving for PATCO employees day and night shift.  Attended 4-day “Competent Person” training at WWB conducted by Capital Safety.

3. Involvement in Authority Activities:  Participated in Central Safety & Health Committee meeting.

4. Outside Agency Involvement.  Conducted a Familiarization Tour for Camden Fire Department.  Participated in AMTRAK 2015 exercise in preparation for Papal Visit.  Participated in Workflow Process Meeting with TransTech.

1 PORT AUTHORITY TRANSIT CORPORATION

2

3 BOARD MEETING

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5 One Port Center Two Riverside Drive 6 Camden, New Jersey

7 Wednesday, July 15, 2015 8

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

1 PRESENT

2 Pennsylvania Commissioners

3 Ryan Boyer, Chairman Antonio Fiol-Silva 4 Marian Moskowitz Whitney R. White 5 Rohan K. Hepkins John Lisko, Esq. (for Pennsylvania Treasurer 6 Timothy Reese, via telephone) Eugene DePasquale, Pennsylvania Auditor General 7

8 New Jersey Commissioners

9 Jeffrey Nash, Vice Chairman Albert Frattali (via telephone) 10 Richard Sweeney (via telephone) Charles Fentress 11 E. Frank DiAntonio Tamarisk Jones (via telephone) 12

13 DRPA/PATCO Staff

14 John Hanson, Chief Executive Officer Michael Conallen, Deputy Chief Executive Officer 15 Kristen Mayock, Acting General Counsel & Acting Corporate Secretary 16 Stephen Holden, Deputy General Counsel Gerald Faber, Assistant General Counsel 17 Kathleen P. Vandy, Assistant General Counsel Richard J. Mosback, Jr., Assistant General Counsel 18 James White, Chief Financial Officer Dan Auletto, Acting Chief Operating Officer 19 Toni Brown, Chief Administrative Officer Michael Venuto, Chief Engineer 20 William Shanahan, Director, Government Relations Mark Lopez, Manager, Government Relations 21 John Rink, General Manager, PATCO Bennett Cornelius, Assistant General Manager, PATCO 22 David Aubrey, Acting Inspector General

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

1 DRPA/PATCO Staff (continued)

2 Gary Smith, Captain, Public Safety (for Police Chief Stief) 3 Kevin LaMarca, Director, IS Susan Squillace, Manager, Procurement & Stores, 4 DRPA/PATCO Howard Korsen, Manager, Contract Administration 5 Christina Maroney, Acting Director, Strategic Initiatives 6 Mike Williams, Acting Manager, Corporate Communications & Community Relations 7 Fran O'Brien, Manager, Corporate Communications & Community Relations 8 Steve Reiners, Fleet Manager, Walt Whitman Bridge Sheila Milner, Administrative Coordinator 9 Elizabeth McGee, Administrative Coordinator Nancy Farthing, Executive Assistant to the CEO 10 Dawn Whiton, Administrative Coordinator to the CEO & Deputy CEO 11 Kyle Anderson, Director of Corporate Communications Raymond Santarelli, Esq., incoming General Counsel 12 And Corporate Secretary David Gentile, incoming Inspector General 13

14 Others Present:

15 Amy Herbold, Esq., New Jersey Governor's Authorities Unit 16 David Dix, Assistant to Chairman Boyer Obra Kernodle, Deputy Chief of Staff, Pennsylvania 17 Governor's Office Chelsea Guzowski, Director, Special Projects, 18 Pennsylvania Governor's Office of the Budget Victoria Madden, Chief Counsel for Auditor General 19 Eugene DePasquale Christopher Gibson, Esq., Archer & Greiner, 20 (New Jersey Counsel) Alan Kessler, Esq., Duane Morris LLP 21 (Pennsylvania Counsel)

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

1 Others Present (continued): 2 Stephanie Kosta, Esq., Duane Morris LLP 3 (Pennsylvania Counsel) Denise Mason (former DRPA/PATCO Commissioner) 4 Craig Hrinkevich, Managing Director, Wells Fargo Jon Livingston, Manager of Business Development, 5 Jacobs Engineering Group, Inc. Olivia C. Glenn, Regional Manager, New Jersey 6 Conservation Foundation Tara Chupka (Assistant to John Dougherty) 7 Marcia Perry (Assistant to Kyle Anderson) Joe Quigley, 8 Larry Davis

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

1 INDEX

2 Page

3 Roll Call 6

4 Report of the General Manager - July 2015 7

5 Approval of June 17, 2015, PATCO Board Meeting 10 Minutes 6 Monthly List of Payments Covering Month of June 10 7 2015/Monthly List of Purchase Orders and Contracts of June 2015 8 Balance Sheet and Equity Statement dated 10 9 May 31, 2015

10 Approval of Operations and Maintenance Committee 11 Minutes of July 1, 2015 11 Adopt Resolutions Approved by Operations & 11 12 Maintenance Committee of July 1, 2015

13 PATCO-15-019 Westmont Security Cameras, Emergency Call Boxes, and 14 Parking Gate Hardwiring

15 PATCO-15-020 Extension of Agreement to Access PATCO Westmont 16 Station Parking Lot between PATCO and Santa Fe Bar 17 Grille, LLC, t/a The Irish Mile 18 Unfinished Business 12 19 New Business 12 20 Adjournment 12 21

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

1 PROCEEDINGS

2 (10:49 a.m.)

3 CHAIRMAN BOYER: PATCO Board meeting.

4 MS. MAYOCK: Chairman Boyer?

5 CHAIRMAN BOYER: Present.

6 MS. MAYOCK: Vice Chairman Nash?

7 VICE CHAIRMAN NASH: Here.

8 MS. MAYOCK: General DePasquale?

9 COMMISSIONER DePASQUALE: Here.

10 MS. MAYOCK: Commissioner Moskowitz?

11 COMMISSIONER MOSKOWITZ: Here.

12 MS. MAYOCK: Commissioner Hepkins?

13 COMMISSIONER HEPKINS: Present.

14 MS. MAYOCK: Commissioner Haider?

15 COMMISSIONER HAIDER: Here.

16 MS. MAYOCK: Commissioner White?

17 COMMISSIONER WHITE: Here.

18 MS. MAYOCK: Commissioner Fiol-Silva?

19 COMMISSIONER FIOL-SILVA: Present.

20 MS. MAYOCK: Commissioner Lisko?

21 COMMISSIONER LISKO: On the phone.

22 MS. MAYOCK: Thank you.

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

1 Commissioner DiAntonio?

2 COMMISSIONER DiANTONIO: Here.

3 MS. MAYOCK: Commissioner Fentress?

4 COMMISSIONER FENTRESS: Here.

5 MS. MAYOCK: Commissioner Sweeney?

6 Commissioner Sweeney, are you on the line?

7 COMMISSIONER SWEENEY: Yes, I'm on the phone.

8 MS. MAYOCK: Thank you.

9 Commissioner Jones, are you still on the line?

10 COMMISSIONER JONES: I'm here.

11 MS. MAYOCK: Thank you.

12 Commissioner Frattali, are you on the line?

13 COMMISSIONER FRATTALI: On the phone.

14 MS. MAYOCK: Thank you.

15 That is a quorum.

16 CHAIRMAN BOYER: Thank you.

17 Can I have the report of the General Manager,

18 Mr. John Rink?

19 MR. RINK: Thank you, Mr. Chairman and

20 Commissioners. No changes to the report as submitted.

21 I'd like to highlight two items, one that John

22 Hanson mentioned earlier about our debit/credit ticket

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

1 purchases. I just thought I'd let you know, in a

2 month with our customers, we're up to 13 percent of

3 our sales now done by credit/debit; so, it is

4 extremely popular. We got a lot of feedback from our

5 customers appreciating that fact. So, I just want to

6 let the Board know that.

7 Also, in regards to the storm on the 23rd, we

8 lost power for approximately 18 hours that day when we

9 lost our main feed from PSE&G. That relates to about

10 27,000 customers that were affected -- that we

11 transported during that time.

12 I'd just like to highlight, too, the

13 excellent, outstanding customer service that our

14 employees did during that storm. When the power went

15 off, all of our trains but one were stopped at a

16 station platform. We had one train that was about

17 400-- 500 feet west of Ferry Avenue Station. We had

18 police officers and our train operator on that train;

19 they kept everybody calm, cool and collected during

20 that time. And then, approximately two hours later,

21 they evacuated the customers off the train, down to

22 the track area and back up to the station. Without

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

1 their great customer service and how they calmed the

2 customers that day -- it was about 49 people that had

3 to be evacuated off that train -- So, I just want to

4 highlight the outstanding customer service and the job

5 they did during the storm.

6 CHAIRMAN BOYER: Thank you.

7 MR. RINK: That's all I have, Mr. Chairman.

8 CHAIRMAN BOYER: Any questions for Mr. Rink?

9 I'll call for a motion for the approval of the

10 June 17, 2015 PATCO Board meeting minutes.

11 MS. MAYOCK: You have to call for the vote on

12 the General Manager Report first.

13 CHAIRMAN BOYER: I'm sorry. All those in

14 favor of the General Manager's Report?

15 COMMISSIONER DePASQUALE: Move the motion.

16 COMMISSIONER MOSKOWITZ: Second.

17 MS. MAYOCK: A motion from General DePasquale

18 and a second from Commissioner Moskowitz.

19 CHAIRMAN BOYER: All in favor?

20 ALL: Aye.

21 CHAIRMAN BOYER: All opposed?

22 Approval of the June 17, 2015, PATCO Board

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

1 meeting minutes. Can I have a motion?

2 COMMISSIONER FENTRESS: Move the motion.

3 CHAIRMAN BOYER: Can I get a second?

4 COMMISSIONER DiANTONIO: Second.

5 CHAIRMAN BOYER: All those in favor?

6 ALL: Aye.

7 CHAIRMAN BOYER: All opposed?

8 Ayes have it.

9 Monthly list of previously approved payments

10 and the monthly list of previously approved purchase

11 orders and contracts covering the month of June, 2015.

12 Can I have a motion?

13 COMMISSIONER HEPKINS: So moved.

14 CHAIRMAN BOYER: Can I have a second?

15 COMMISSIONER FENTRESS: Second.

16 CHAIRMAN BOYER: All those in favor?

17 ALL: Aye.

18 CHAIRMAN BOYER: All opposed?

19 Ayes carry.

20 Balance sheet and equity statement dated

21 May 31, 2015. I will accept a motion to receive and

22 file the balance sheet and equity statement.

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

1 COMMISSIONER DiANTONIO: So moved.

2 CHAIRMAN BOYER: I have a motion. Can I get a

3 second?

4 COMMISSIONER WHITE: Second.

5 CHAIRMAN BOYER: Motion and second. All those

6 in favor?

7 ALL: Aye.

8 CHAIRMAN BOYER: All opposed?

9 Ayes have it.

10 Approval of Operations & Maintenance Committee

11 minutes of July 1, 2015.

12 COMMISSIONER FENTRESS: Move the motion.

13 COMMISSIONER WHITE: Second.

14 CHAIRMAN BOYER: All in favor?

15 ALL: Aye.

16 CHAIRMAN BOYER: All opposed?

17 Ayes have it.

18 Adopt resolutions approved by the Operations &

19 Maintenance Committee, July 1, 2015. There are two

20 items. They are as follows:

21 PATCO-15-019, Westmont security cameras,

22 emergency call boxes, and parking gate hardwiring.

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

1 PATCO-15-020, extension of agreement to access

2 PATCO Westmont Station parking lot between PATCO and

3 Santa Fe Bar Grille, LLC, t/a The Irish Mile.

4 Can I get a motion?

5 COMMISSIONER DiANTONIO: So moved.

6 CHAIRMAN BOYER: Second?

7 COMMISSIONER HEPKINS: Second.

8 CHAIRMAN BOYER: All those in favor?

9 ALL: Aye.

10 CHAIRMAN BOYER: All opposed?

11 Ayes have it.

12 Are there any items of unfinished business for

13 the PATCO Board?

14 No items of unfinished business for the PATCO

15 Board.

16 New business. Are there any items of new

17 business for consideration of approval?

18 No items for consideration for new business.

19 If there is no further business of the PATCO

20 Board, I'll accept a motion to adjourn.

21 COMMISSIONER FENTRESS: Move the motion.

22 CHAIRMAN BOYER: Second?

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

1 COMMISSIONER WHITE: Second.

2 CHAIRMAN BOYER: All those in favor?

3 ALL: Aye.

4 CHAIRMAN BOYER: All opposed?

5 Ayes have it and the PATCO Board meeting is

6 adjourned.

7 (Whereupon, at 10:54 a.m., on Wednesday,

8 July 15, 2015, the meeting adjourned.)

9 There being no further business, on motion duly

10 made and seconded, the meeting was adjourned.

11 Respectfully submitted, 12

13 Kristen K. Mayock 14 Acting Corporate Secretary 15

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

1 CERTIFICATE

2 This is to certify that the attached 3 proceedings before the Port Authority Transit 4 Corporation on July 15, 2015, were held as herein 5 appears, and that this is the original transcript 6 thereof for the file of the Authority. 7

8 FREESTATEREPORTING,INC.

9

10 ______Timothy J. Atkinson, Jr. 11 Official Reporter 12

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FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 PATCO MONTHLY LIST OF PREVIOUSLY APPROVED MONTHLY LIST OF PAYMENTS Port Authority Transit Corporation Monthly List Of Previously Approved Payments 07/01/15 through 07/31/15 Meeting Date 08/19/15

Vendor Name Item Description Resolution # / Authorization Amount Lindley Electric Supply 4000A Manual Sectionalizing Switch Replacement 25K Threshold $16,410.00 4000A Manual Sectionalizing Switch Replacement $16,410.00 Cubic Transportation Systems AFC Customer Service Center PATCO-13-032 $21,950.17 AFC Customer Service Center Total $21,950.17 Cubic Transportation Systems AFC IS System Administration Support PATCO-12-001 $23,251.42 AFC IS System Administration Support Total $23,251.42 Dunbar Armored Inc. Armored Car Services-Revenue Transport DRPA-14-093 $866.64 Armored Car Services-Revenue Transport Total $866.64 City of Philadelphia Canine Costs 25K Threshold $50.00 PetSmart Store# 1225 Canine Costs 25K Threshold $314.05 Canine Costs Total $364.05 City Of Philadelphia City Wage Tax $4,833.33 City Wage Tax Total $4,833.33 Gallagher Benefit Services, Inc. Consulting Services DRPA-12-069 $15,625.00 Grant Thornton LLP Consulting Services PATCO-14-019 $16,032.00 Consulting Services Total $31,657.00 Atlantic City Electric Electric Power Utility $36.85 PSE&G Co. Electric Power Utility $20,125.25 SEPTA Electric Power Utility $92.87 Electric Power Total $20,254.97 AARP Health Care Options Employee Benefits DRPA-14-133 $40,728.96 AmeriHealth insurance Company of New Jersey Employee Benefits DRPA-14-115 $204,869.58 Delta Dental Plan of NJ, Inc. Employee Benefits DRPA-13-103 $7,495.67 Horizon Blue Cross Blue Shield of NJ Employee Benefits DRPA-14-132 $19,638.02 Standard Insurance Company Employee Benefits PATCO-13-104 $54,999.47 Teamsters Health & Welfare Funds Employee Benefits DRPA-15-033 $263,815.40 Teamsters Pension Fund Employee Benefits DRPA-14-047 $93,726.04 Vision Benefits of America Employee Benefits DRPA-13-105 $832.45 Employee Benefits Total $686,105.59 Treasury Direct Employee Deduction U.S. Savings Bonds $125.00 Employee Deduction U.S. Savings Bonds Total $125.00 AFLAC Employee Payroll Deductions $11,720.02 Commonwealth Of Pennsylvania Employee Payroll Deductions $40,581.85 ING Employee Payroll Deductions $43,495.80 National Drive Employee Payroll Deductions $10.00 PATCO - Flexible Spending Account Employee Payroll Deductions $3,592.73 South Jersey Federal Credit Union Employee Payroll Deductions $116,154.66 Teamsters Local Union 676 Employee Payroll Deductions $11,397.00 United Way Of Camden County Employee Payroll Deductions $58.80 Employee Payroll Deductions Total $227,010.86 City of Wilmington Employee Withholding Tax Deposits $216.91 Internal Revenue Service Employee Withholding Tax Deposits $550,587.57 Pa Dept Of Revenue Employee Withholding Tax Deposits $8,848.82 State Of New Jersey N.J.-927-W Employee Withholding Tax Deposits $4,504.28 State Of New Jersey GITAX Employee Withholding Tax Deposits $51,985.06 Employee Withholding Tax Deposits Total $616,142.64 DIRECTV Business Service Center Equipment Rental 25K Threshold $101.98 Safety-Kleen Corporation Equipment Rental 25K Threshold $1,081.24 Equipment Rental Total $1,183.22 Federal Express Corp. Freight Charges 25K Threshold $365.19 Freight Charges Total $365.19 Riggins Inc. Fuel Expenses DRPA-14-082 $17,793.30 Fuel Expenses Total $17,793.30 Oliver Communications Group, Inc. Haddonfield Coin Parking Lot Conversion to Freedom Card Only 25K Threshold $2,970.00 Haddonfield Coin Parking Lot Conversion to Freedom Card Only Total $2,970.00 Qual Lynx (Wire Transfers Only) Insurance and Claims DRPA-12-098 $17,923.23 Insurance and Claims Total $17,923.23 Effective Controls East, Inc. Inventory 25K Threshold $243.71 Fuchs Lubricants, Co. Inventory 25K Threshold $1,091.88 Hough Petroleum Inventory 25K Threshold $155.90 Kaman Industrial Technologies Corp. Inventory 25K Threshold $1,716.14 North American Equipment Sales Co., Inc. Inventory 25K Threshold $406.04 Omni Finishing Systems, Inc. Inventory 25K Threshold $255.58 Roemer Industries Inventory 25K Threshold $1,086.10 Inventory Total $4,955.35 Homeland Industrial Supply Inventory - Buildings and Grounds 25K Threshold $2,282.34 Morton Salt Inc. Inventory - Buildings and Grounds D14140 $12,085.53 Inventory - Buildings and Grounds Total $14,367.87 C.L. Presser Company Inventory - Tools 25K Threshold $507.55 Camden Tool Company Inventory - Tools 25K Threshold $73.33 Ehmke Manufacturing Co., Inc. Inventory - Tools 25K Threshold $1,564.98 Hilti Inc Inventory - Tools 25K Threshold $2,193.65 Industry Railway Supplies Inc. Inventory - Tools 25K Threshold $364.85 M S C Industrial Supply Co. INC. Inventory - Tools 25K Threshold $938.08 Snap-On Industrial Inventory - Tools 25K Threshold $3,994.01 Techsouth Inc. Inventory - Tools 25K Threshold $91.00 Travers Tool Co., Inc. Inventory - Tools 25K Threshold $116.84 Inventory - Tools Total $9,844.29 Tactical Public Safety, LLC Inventory-Electrical/Electronic Supplies 25K Threshold $3,540.00 Allied Electronics, Inc. Inventory-Electrical/Electronic Supplies 25K Threshold $147.58 Colonial Electric Supply Co.,Inc. Inventory-Electrical/Electronic Supplies 25K Threshold $2,496.00 Cooper Electric Supply Co. Inventory-Electrical/Electronic Supplies 25K Threshold $3,234.10 Electronics Connections, Inc. Inventory-Electrical/Electronic Supplies 25K Threshold $829.50 Franklin Electric Co. Inventory-Electrical/Electronic Supplies PATCO-15-007 $9,414.54 Graybar Electric Co. Inc. Inventory-Electrical/Electronic Supplies 25K Threshold $3,956.32 KC Electrical Distributors, Inc. Inventory-Electrical/Electronic Supplies 25K Threshold $488.90

Page 1 of 4 Port Authority Transit Corporation Monthly List Of Previously Approved Payments 07/01/15 through 07/31/15 Meeting Date 08/19/15

Vendor Name Item Description Resolution # / Authorization Amount Knopp Inc Inventory-Electrical/Electronic Supplies 25K Threshold $2,040.00 Pemberton Electrical Supply Company Inventory-Electrical/Electronic Supplies 25K Threshold $2,017.72 Inventory-Electrical/Electronic Supplies Total $28,164.66 Cubic Transportation Systems Inventory-Fare Collection Material PATCO-14-045 $11,931.10 Inventory-Fare Collection Material Total $11,931.10 BDF Industrial Fasteners Inventory-Hardware 25K Threshold $1,204.88 GKY Industries Inventory-Hardware 25K Threshold $575.71 Louis P Canuso Inc. Inventory-Hardware 25K Threshold $43.79 Inventory-Hardware Total $1,824.38 Ansaldo STS USA, Inc. Inventory-Track and Signal 25K Threshold $871.92 Shingle & Gibb Company Inventory-Track and Signal 25K Threshold $126.76 Inventory-Track and Signal Total $998.68 Berlin Glass & Mirror Co. Inventory-Transit Vehicle Material 25K Threshold $306.64 Encore Rail Systems, Inc. Inventory-Transit Vehicle Material 25K Threshold $555.03 Gray Manufacturing Industries, LLC Inventory-Transit Vehicle Material PATCO-14-043 $55,708.26 ITT Enidine Inc. Inventory-Transit Vehicle Material PATCO-14-045 $24,324.94 James L Howard & Company Inventory-Transit Vehicle Material 25K Threshold $734.40 Mc Master-Carr Supply Co Inventory-Transit Vehicle Material 25K Threshold $521.88 Motion Industries Inc. Inventory-Transit Vehicle Material 25K Threshold $3,391.74 Murphy & Read Spring Mfg Inventory-Transit Vehicle Material 25K Threshold $380.62 Repair Technology Inc. Inventory-Transit Vehicle Material 25K Threshold $2,128.40 Saft America Inc. Inventory-Transit Vehicle Material P14039 $34,578.00 Strato Inc. Inventory-Transit Vehicle Material 25K Threshold $992.14 Transit Outsource Company Inventory-Transit Vehicle Material 25K Threshold $8,856.00 Tri-Dim Filter Corp. Inventory-Transit Vehicle Material 25K Threshold $3,331.32 Van - Air & Hydraulics, Inc. Inventory-Transit Vehicle Material 25K Threshold $2,582.74 Voss Engineering, Inc. Inventory-Transit Vehicle Material 25K Threshold $725.17 WABTEC Passenger Transit Inventory-Transit Vehicle Material PATCO-14-032 $51,721.75 Wabtec Global Services Inventory-Transit Vehicle Material PATCO-14-045 $317.52 Inventory-Transit Vehicle Material Total $191,156.55 Chemsearch Janitorial Supplies 25K Threshold $507.21 Fastenal Company Janitorial Supplies 25K Threshold $545.18 General Chemical & Supply Janitorial Supplies 25K Threshold $264.60 INDCO Inc. Janitorial Supplies 25K Threshold $2,771.18 KSL Supplies Inc. Janitorial Supplies 25K Threshold $560.00 MKG Sales Associates Janitorial Supplies 25K Threshold $507.16 Nexgen Janitorial Supplies 25K Threshold $690.57 Tri-State Industrial Distributors of NJ, Inc. Janitorial Supplies 25K Threshold $405.31 Y-Pers, Inc. Janitorial Supplies 25K Threshold $3,120.80 Janitorial Supplies Total $9,372.01 Ace Plbg, Htg & Electrical Supplies, Inc. Maintenance Of Buildings and Grounds 25K Threshold $77.20 Almond Glass Works Inc. Maintenance Of Buildings and Grounds 25K Threshold $483.00 Conroy's Corner Maintenance Of Buildings and Grounds 25K Threshold $494.10 Denny Septic Service & Portable Toilets Maintenance Of Buildings and Grounds 25K Threshold $600.00 Door Device, Inc. Maintenance Of Buildings and Grounds 25K Threshold $221.80 Grainger Maintenance Of Buildings and Grounds 25K Threshold $554.38 Haddon Locksmith Maintenance Of Buildings and Grounds 25K Threshold $46.80 Harry's Plumbing & Heating Supplies, Inc. Maintenance Of Buildings and Grounds 25K Threshold $797.95 Home Depot Maintenance Of Buildings and Grounds 25K Threshold $1,893.43 Johnstone Supply Maintenance Of Buildings and Grounds 25K Threshold $409.01 Joseph Fazzio Inc. Maintenance Of Buildings and Grounds 25K Threshold $128.80 Kennedy Culvert & Supply Co. Maintenance Of Buildings and Grounds 25K Threshold $528.90 Lowe's Commercial Services Maintenance Of Buildings and Grounds 25K Threshold $2,710.21 Lower County Recycling Co. Maintenance Of Buildings and Grounds 25K Threshold $758.14 Magnolia Garden Village Maintenance Of Buildings and Grounds 25K Threshold $149.95 National Paving Co., Inc. Maintenance Of Buildings and Grounds 25K Threshold $250.00 PTC Instruments Maintenance Of Buildings and Grounds 25K Threshold $276.90 Peirce-Phelps, Inc. Maintenance Of Buildings and Grounds 25K Threshold $1,207.72 QC Inc. Maintenance Of Buildings and Grounds 25K Threshold $1,841.00 Sterling Heating & Air Conditioning Inc. Maintenance Of Buildings and Grounds 25K Threshold $1,220.00 Tozour Energy Systems, Inc. Maintenance Of Buildings and Grounds 25K Threshold $1,136.00 Wharton Hardware & Supply Maintenance Of Buildings and Grounds 25K Threshold $459.00 Willier Electric Company Maintenance Of Buildings and Grounds 25K Threshold $434.75 Maintenance Of Buildings and Grounds Total $16,679.04 Cubic Transportation Systems Maintenance Of Fare Collection Equipment PATCO-14-045 $1,161.40 Maintenance Of Fare Collection Equipment Total $1,161.40 Altec Industries, Inc. Maintenance Of Highway Vehicles 25K Threshold $126.08 Blaese's Tire Service Inc. Maintenance Of Highway Vehicles 25K Threshold $871.00 Bruce's Collision Center Maintenance Of Highway Vehicles 25K Threshold $5,407.08 Delaware Valley Truck Service, Inc. Maintenance Of Highway Vehicles 25K Threshold $1,782.96 Echelon Ford Maintenance Of Highway Vehicles 25K Threshold $1,102.75 Elkins Chevrolet Inc Maintenance Of Highway Vehicles 25K Threshold $1,010.25 Franklin Trailers Inc Maintenance Of Highway Vehicles 25K Threshold $106.68 Goodyear Wholesale Tire Centers Maintenance Of Highway Vehicles 25K Threshold $992.80 JESCO Maintenance Of Highway Vehicles 25K Threshold $1,267.57 Johnson & Towers Inc Maintenance Of Highway Vehicles 25K Threshold $1,256.58 Lawson Products Maintenance Of Highway Vehicles 25K Threshold $1,807.12 Posh Car Wash & Express Lube Maintenance Of Highway Vehicles 25K Threshold $169.15 Tire Corral Maintenance Of Highway Vehicles 25K Threshold $187.75 UniSelect USA, Inc. Maintenance Of Highway Vehicles DRPA-15-023 $2,596.89 Winner Ford Maintenance Of Highway Vehicles 25K Threshold $4,644.95 Maintenance Of Highway Vehicles Total $23,329.61 Laurel Lawnmower Service Maintenance Of Shop Equipment 25K Threshold $672.53 Maintenance Of Shop Equipment Total $672.53 Cherry Valley Tractor Maintenance Of Track & Signal Equipment 25K Threshold $378.75 Electrical Test Instruments Maintenance Of Track & Signal Equipment 25K Threshold $1,041.00

Page 2 of 4 Port Authority Transit Corporation Monthly List Of Previously Approved Payments 07/01/15 through 07/31/15 Meeting Date 08/19/15

Vendor Name Item Description Resolution # / Authorization Amount H.A. DeHart & Son Maintenance Of Track & Signal Equipment 25K Threshold $1,119.14 NAPA Auto Parts - Berlin Maintenance Of Track & Signal Equipment 25K Threshold $91.32 Maintenance Of Track & Signal Equipment Total $2,630.21 Penn Machine Company Maintenance of Transportation Equipment 25K Threshold $1,013.26 Walco Electric Co. Maintenance of Transportation Equipment 25K Threshold $5,500.00 Maintenance of Transportation Equipment Total $6,513.26 WORKNET Occ Med Medical-Drug and Alcohol Testing DRPA-14-103 $285.00 Medical-Drug and Alcohol Testing Total $285.00 WORKNET Occ Med Medical-Physical Exam DRPA-14-103 $1,205.60 Medical-Physical Exam Total $1,205.60 Gary Fox Office Expense 25K Threshold $60.00 Nestle Waters North America Inc. Office Expense DRAP-14-058 $1,540.59 Office Expense Total $1,600.59 CDW Government, Inc. Office Supplies And Equipment 25K Threshold $320.00 Dell Marketing L.P. Office Supplies And Equipment 25K Threshold $5,699.85 G A Blanco & Sons Inc. Office Supplies And Equipment 25K Threshold $3,255.00 Optima Inc. Office Supplies And Equipment 25K Threshold $170.00 Paper Mart Inc. Office Supplies And Equipment DRPA-14-144 $1,380.61 Perfect Image Cartridge Solutions, Inc. Office Supplies And Equipment 25K Threshold $890.00 Schneider Electric Office Supplies And Equipment 25K Threshold $2,664.00 W.B. Mason Co., Inc. Office Supplies And Equipment DRPA-14-144 $1,241.62 Office Supplies And Equipment Total $15,621.08 Encore Commercial Products, Inc. Passenger Information & Messaging System (PIMS) 25K Threshold $4,485.25 SimplexGrinnell LP Passenger Information & Messaging System (PIMS) PATCO-14-017 $288,625.48 Passenger Information & Messaging System (PIMS) Total $293,110.73 SEPTA PATCO Elevator & Escalator Repair PATCO-14-016 $69,590.61 PATCO Elevator & Escalator Repair Total $69,590.61 PATCO - Payroll Account Payroll For Accounting Period $1,221,929.30 Payroll For Accounting Period Total $1,221,929.30 PNC BANK P-Card Purchases DRPA-09-075 $1,186.20 P-Card Purchases Total $1,186.20 United States Postal Service Postage 25K Threshold $1,500.00 Postage Total $1,500.00 Stevens & Lee Professional Ser. - Labor Relations DRPA-13-032 $6,542.77 Professional Ser. - Labor Relations Total $6,542.77 SunGard Availability Services LP. Professional Ser. Information Systems DRPA-10-135 $1,825.00 Professional Ser. Information Systems Total $1,825.00 Eric Ryan Corporation Professional Services - Auditing DRPA-13-088 $2,207.56 Professional Services - Auditing Total $2,207.56 Ernest R. Darpino, PhD, ASA Professional Services - Engineering 25K Threshold $1,900.00 Professional Services - Engineering Total $1,900.00 Unisys Corporation Professional Services - IS 25K Threshold $18,040.00 Professional Services - IS Total $18,040.00 Karen Dougherty Public and Employee Relations 25K Threshold $50.22 Public and Employee Relations Total $50.22 Kirk Sales, Inc. Purchase of an optical time-delay reflectometer (OTDR) 25K Threshold $575.00 Purchase of an optical time-delay reflectometer (OTDR) Total $575.00 New Penn Motor Express Rebuild Transit Car Trucks 25K Threshold $245.94 Rebuild Transit Car Trucks Total $245.94 Angela Mita Refunds 25K Threshold $20.00 Barbara Funkhouser Refunds 25K Threshold $24.40 Bernard Milus Refunds 25K Threshold $11.00 Jan - Jezek Refunds 25K Threshold $18.50 Jeffrey Harris Refunds 25K Threshold $14.00 Jennifer Eustace Refunds 25K Threshold $10.00 Joan D'Antonio Refunds 25K Threshold $10.39 Justin Fox Refunds 25K Threshold $10.00 Karen Henry Refunds 25K Threshold $10.00 Kayode Openibo Refunds 25K Threshold $90.00 Lionel Lefebvre Refunds 25K Threshold $16.37 Margaret Hackbarth Refunds 25K Threshold $10.00 Mark Lefkowitz Refunds 25K Threshold $20.00 Omari Berfet Refunds 25K Threshold $14.00 Patricia A. Legge Refunds 25K Threshold $24.00 Paul Brosius Refunds 25K Threshold $24.00 Ronald McDonald House SNJ Refunds 25K Threshold $84.00 Sandra L. Collins Refunds 25K Threshold $49.69 Sheldon Winkler Refunds 25K Threshold $6.20 William Aston Refunds 25K Threshold $10.00 Refunds Total $476.55 Allied Electronics, Inc. Replace Hydraulic Cable Lug Crimper 25K Threshold $9,699.87 Replace Hydraulic Cable Lug Crimper Total $9,699.87 A & A Glove & Safety Co. Safety Expenses 25K Threshold $959.52 Airgas Safety, Inc. Safety Expenses 25K Threshold $1,200.59 Arbill Industries Inc Safety Expenses 25K Threshold $38.74 Burlington Safety Lab Inc Safety Expenses 25K Threshold $167.51 Clean Venture, Inc. Safety Expenses PATCO-13-019 $10,981.25 Keystone Fire Protection Co. Safety Expenses 25K Threshold $861.15 National Safety Council Safety Expenses 25K Threshold $700.00 New Pig Corp Safety Expenses 25K Threshold $710.44 Orr Safety Corporation Safety Expenses 25K Threshold $1,810.38 Oxygen Support Systems Safety Expenses 25K Threshold $79.75 Pendergast Safety Equipment Co Safety Expenses 25K Threshold $1,008.99 Safety Expenses Total $18,518.32 Terminix Commerical Service Contract - Pest Control 25K Threshold $350.00 Service Contract - Pest Control Total $350.00

Page 3 of 4 Port Authority Transit Corporation Monthly List Of Previously Approved Payments 07/01/15 through 07/31/15 Meeting Date 08/19/15

Vendor Name Item Description Resolution # / Authorization Amount Republic Services Service Contract - Trash Removal PATCO-13-034 $1,565.64 Waste Management of New Jersey, Inc. Service Contract - Trash Removal PATCO-14-001 $1,539.80 Service Contract - Trash Removal Total $3,105.44 Slack Envoronmental Service Inc. Service Contracts DRPA-14-022 $125.00 Tab Inc. Service Contracts 25K Threshold $150.00 Service Contracts Total $275.00 Borough Of Collingswood Sewer Water Charges Utility $282.10 Camden County Municipal Utilities Authority Sewer Water Charges Utility $2,816.00 NJ-American Water Co. Sewer Water Charges Utility $2,145.85 Township Of Haddon Sewer Water Charges Utility $82.00 Water Revenue Bureau City of Philadelphia Sewer Water Charges Utility $4,981.55 Sewer Water Charges Total $10,307.50 Global Equipment Co. Shop Equipment 25K Threshold $1,683.43 Newark Element 14 Shop Equipment 25K Threshold $763.42 Norris Sales Co. INC. Shop Equipment 25K Threshold $413.25 Sherwin-Williams Co., Woodbury, NJ Shop Equipment 25K Threshold $927.28 Shop Equipment Total $3,787.38 Gexpro Shop Supplies 25K Threshold $118.47 Modern Track Machinery, Inc. Shop Supplies 25K Threshold $439.00 Redy Battery Shop Supplies 25K Threshold $74.00 South Jersey Welding Supply Company Shop Supplies 25K Threshold $71.86 Wise Tag & Label Co. Shop Supplies 25K Threshold $516.23 Shop Supplies Total $1,219.56 AICPA Dues Processing Subscriptions & Memberships 25K Threshold $710.00 Oil Price Information Service Subscriptions & Memberships 25K Threshold $630.00 Subscriptions & Memberships Total $1,340.00 Verizon Telephone Expenses Utility $569.36 Verizon Business Telephone Expenses Utility $1,759.85 Telephone Expenses Total $2,329.21 Accountants for You, Inc. Temporary Services DRPA-14-092 $68,840.41 Perry Resources Temporary Services DRPA-14-092 $30,510.98 Temporary Services Total $99,351.39 Digby Systems, Inc. Training Expenses 25K Threshold $2,020.00 GKC Consulting Company Training Expenses 25K Threshold $8,550.00 NJSCPA Education Foundation Training Expenses 25K Threshold $269.00 Training Expenses Total $10,839.00 SEPTA Transfer Payments PATCO-95-002 $53,754.10 Transfer Payments Total $53,754.10 Lubrication Engineers, Inc. Transit Vehicle Material 25K Threshold $1,094.30 Morgan Bronze Products, Inc. Transit Vehicle Material 25K Threshold $4,503.97 Shamong Mfg. Co. Transit Vehicle Material 25K Threshold $712.35 Specialty Pipe & Tubing Inc. Transit Vehicle Material 25K Threshold $13,602.71 Transit Vehicle Material Total $19,913.33 RAM Industrial Services LLC Transit Vehicles Traction Motor Repairs PATCO-14-028 $78,113.00 Sherwood Electromotion Inc. Transit Vehicles Traction Motor Repairs PATCO-14-028 $126,779.00 Swiger Coil Systems A Wabtec Company Transit Vehicles Traction Motor Repairs PATCO-14-028 $88,698.06 Transit Vehicles Traction Motor Repairs Total $293,590.06 Chong Young Travel Expenses 25K Threshold $46.01 John Lotierzo Travel Expenses 25K Threshold $167.37 John Peterson Travel Expenses 25K Threshold $67.27 Joseph Mc Gonigle Travel Expenses 25K Threshold $50.02 Travel Expenses Total $330.67 Sylvia Cuevas Tuition Reimbursement 25K Threshold $90.00 Tuition Reimbursement Total $90.00 A&A Sales Associates, LLC Uniform Purchases 25K Threshold $7,968.75 Atlantic Tactical Uniform Purchases 25K Threshold $826.00 Lawmen Supply Company Uniform Purchases 25K Threshold $296.00 Quik Stitch Embroidery Uniform Purchases 25K Threshold $327.50 Reflective Apparel Factory, Inc. Uniform Purchases 25K Threshold $1,251.75 Uniform Purchases Total $10,670.00 UniFirst Corporation Uniform Rental & Cleaning PATCO-12-011 $4,579.55 Uniform Rental & Cleaning Total $4,579.55 ePlus Technology, Inc. Upgrade AFCMS Software PATCO-15-008 $117,159.00 Upgrade AFCMS Software Total $117,159.00 Cubic Transportation Systems Upgrade of AFC devices to Latest Operating System PATCO-15-001 $503,789.00 Upgrade of AFC devices to Latest Operating System Total $503,789.00 Expertpay Child Support Wage Attachments $10,320.99 Isabel C. Balboa, Trustee Wage Attachments $650.00 New Jersey Family Support Payment Center Wage Attachments $1,500.00 Trust Account of Frank Todoro Wage Attachments $277.92 US Department of Education Wage Attachments $613.30 Wage Attachments Total $13,362.21 Xylem Inc. Watt St Pump Room Controller Upgrade 25K Threshold $12,058.00 Watt St Pump Room Controller Upgrade Total $12,058.00 Qual Lynx (Wire Transfers Only) Workers Compensation Costs DRPA-12-098 $62,500.45 Workers Compensation Costs Total $62,500.45 PATCO - Malfunction Fund Working Fund Replenishment 25K Threshold $869.05 Working Fund Replenishment Total $869.05 Grand Total $4,904,487.79

Page 4 of 4 PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDERS & CONTRACTS PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS - JULY 2015

VENDOR NAME ITEM DESCRIPTION PO NUMBER AMOUNT RESOLUTION A & A GLOVE & SAFETY CO. Purchase Of Uniforms 136336 $2,768.00 25KTHRES A & A GLOVE & SAFETY CO. Purchase Of Uniforms 136343 $2,732.00 25KTHRES A & A GLOVE & SAFETY CO. Purchase Of Uniforms 136349 $2,392.00 25KTHRES A & A GLOVE & SAFETY CO. Purchase Of Uniforms 136347 $2,215.00 25KTHRES A & A GLOVE & SAFETY CO. Purchase Of Uniforms 136348 $1,887.00 25KTHRES A & A GLOVE & SAFETY CO. Purchase Of Uniforms 136337 $1,750.00 25KTHRES A & A GLOVE & SAFETY CO. Stores Inventory - Lindenwold 136319 $1,560.00 25KTHRES A & A GLOVE & SAFETY CO. Purchase Of Uniforms 136341 $1,527.00 25KTHRES A & A GLOVE & SAFETY CO. Purchase Of Uniforms 136339 $1,497.00 25KTHRES A & A GLOVE & SAFETY CO. Purchase Of Uniforms 136345 $1,416.00 25KTHRES A & A GLOVE & SAFETY CO. Purchase Of Uniforms 136340 $1,206.00 25KTHRES A & A GLOVE & SAFETY CO. Purchase Of Uniforms 136271 $1,061.15 25KTHRES A & A GLOVE & SAFETY CO. Purchase Of Uniforms 136316 $809.75 25KTHRES A & A GLOVE & SAFETY CO. Purchase Of Uniforms 136355 $779.00 25KTHRES A & A GLOVE & SAFETY CO. Purchase Of Uniforms 136357 $769.50 25KTHRES A & A GLOVE & SAFETY CO. Purchase Of Uniforms 136356 $632.50 25KTHRES A & A GLOVE & SAFETY CO. Purchase Of Uniforms 136358 $441.00 25KTHRES A & A GLOVE & SAFETY CO. Purchase Of Uniforms 136342 $415.00 25KTHRES A & A GLOVE & SAFETY CO. Purchase Of Uniforms 136335 $313.00 25KTHRES A & A GLOVE & SAFETY CO. Purchase Of Uniforms 136346 $195.00 25KTHRES A & A GLOVE & SAFETY CO. Purchase Of Uniforms 136338 $171.00 25KTHRES A & A GLOVE & SAFETY CO. Purchase Of Uniforms 136334 $135.00 25KTHRES A & A GLOVE & SAFETY CO. Purchase Of Uniforms 136353 $129.00 25KTHRES A & A GLOVE & SAFETY CO. Purchase Of Uniforms 136354 $64.50 25KTHRES Acme Markets Buildings-elect.-maint. 136269 $8,500.00 25KTHRES Action Uniform Stores Inventory - Lindenwold 301607 $15,300.00 25KTHRES Airgas Safety, Inc. Stores Inventory - Lindenwold 136276 $1,351.78 25KTHRES ALL INDUSTRIAL SAFETY PRODUCTS INC Pump 84324 $150.72 25KTHRES ALLIED ELECTRONICS, INC. Stores Inventory - Lindenwold 136352 $932.61 25KTHRES AMERICAN AUTO GLASS Right-of-way Machinery 136329 $425.00 25KTHRES American Lifting Products, Inc. Stores Inventory - Lindenwold 136310 $252.06 25KTHRES AMERICAN MICROSEMICONDUCTOR Stores Inventory - Lindenwold 136295 $480.00 25KTHRES APPLIED INDUSTRIAL TECHNOLOGIES Stores Inventory - Lindenwold 136272 $88.00 25KTHRES ARBILL INDUSTRIES INC Stores Inventory - Lindenwold 136332 $2,160.00 25KTHRES Arch Custom Manufacturing, Inc. Stores Inventory - Lindenwold 136320 $2,340.00 25KTHRES BDF INDUSTRIAL FASTENERS Stores Inventory - Lindenwold 136323 $1,797.77 25KTHRES BLAESE'S TIRE SERVICE INC. Auto - TIRES 136312 $735.00 25KTHRES Bortek Industries, Inc. Shop Equip-grounds/gen Maint 136282 $3,050.00 25KTHRES BOTTOMLINE TECHOLOGIES, INC. Purchases 301605 $794.00 25KTHRES BURLINGTON SAFETY LAB INC Stores Inventory - Lindenwold 84305 $1,287.50 25KTHRES CONCENTRA MANAGED CARE, INC. Prof. Services-safety 301609 $5,000.00 25KTHRES Cooper Electric Supply Co. Stores Inventory - Lindenwold 136278 $585.00 25KTHRES Criterion Laboratories, Inc. Prof. Services-safety 136281 $450.00 25KTHRES Cubic Transportation Systems PARKING GATES 136284 $2,490.00 25KTHRES Cubic Transportation Systems Stores Inventory - Lindenwold 136350 $493.32 PATCO 14-045 EASTERN LIFT TRUCK CO., INC. Shop Equip-grounds/gen Maint 136377 $371.30 25KTHRES ECHELON FORD Auto-materials, Oil,& Repairs 136313 $461.50 25KTHRES ECHELON FORD Auto-materials, Oil,& Repairs 136265 $440.09 25KTHRES ECHELON FORD Auto-materials, Oil,& Repairs 136314 $351.96 25KTHRES Electro Wire, Inc. Stores Inventory - Lindenwold 136366 $1,674.00 25KTHRES Electronics Connections, Inc. Stores Inventory - Lindenwold 136325 $1,146.00 25KTHRES Federal Elevator Maintenance-telephone 136288 $2,247.50 25KTHRES Federal Elevator Maintenance-telephone 136283 $2,247.50 25KTHRES Franklin Electric Co. Stores Inventory - Lindenwold 136287 $1,650.00 25KTHRES Franklin Electric Co. Stores Inventory - Lindenwold 136275 $1,227.50 25KTHRES Franklin Electric Co. Stores Inventory - Lindenwold 136277 $600.30 25KTHRES G A Blanco & Sons Inc. Stationary Forms, Print 136273 $269.00 25KTHRES GENERAL CHEMICAL & SUPPLY Stores Inventory - Lindenwold 136305 $123.28 25KTHRES GKY Industries Stores Inventory - Lindenwold 136302 $610.60 25KTHRES Global Equipment Co. CAR OVERHAUL, PREP CARS FOR SHIPMENT 136383 $1,815.80 25KTHRES

Page 1 PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS - JULY 2015

VENDOR NAME ITEM DESCRIPTION PO NUMBER AMOUNT RESOLUTION Global Equipment Co. CAR OVERHAUL, PREP CARS FOR SHIPMENT 136257 $612.35 25KTHRES Grainger Stores Inventory - Lindenwold 136333 $975.72 25KTHRES Grainger Stores Inventory - Lindenwold 136330 $357.76 25KTHRES HELWIG CARBON PRODUCTS, INC. Stores Inventory - Lindenwold 136300 $1,851.50 PATCO 14-048 HILTI INC Stores Inventory - Lindenwold 136374 $1,056.22 25KTHRES HORNE PRODUCTS Stores Inventory - Lindenwold 136308 $2,610.00 PATCO 14-048 HOYT CORP. Stores Inventory - Lindenwold 136371 $1,570.00 25KTHRES INDCO INC. Stores Inventory - Lindenwold 136307 $697.73 25KTHRES Industry Railway Supplies Inc. Stores Inventory - Lindenwold 136259 $255.00 25KTHRES ITT Enidine Inc. Stores Inventory - Lindenwold 136367 $23,604.48 PATCO 14-045 Kaeser Compressors Stores Inventory - Lindenwold 136360 $196.00 25KTHRES KC Electrical Distributors, Inc. Stores Inventory - Lindenwold 136279 $171.00 25KTHRES KENNEDY CULVERT & SUPPLY CO. Paint Subway Track Walls 136317 $2,639.16 25KTHRES KSL SUPPLIES INC. Stores Inventory - Lindenwold 136306 $3,385.30 25KTHRES KSL SUPPLIES INC. Stores Inventory - Lindenwold 136375 $229.35 25KTHRES Laurel Lawnmower Service Shop Equip-grounds/gen Maint 136267 $369.45 25KTHRES Lawson Products Auto-materials, Oil,& Repairs 136268 $415.84 25KTHRES Lowe's Commercial Services Stores Inventory - Lindenwold 136331 $197.94 25KTHRES MAC Products Inc Stores Inventory - Lindenwold 136322 $16,538.60 25KTHRES MATERIAL HANDLING SUPPLY, INC. Fork Lift Truck 136318 $1,105.49 25KTHRES MC MASTER-CARR SUPPLY CO Stores Inventory - Lindenwold 136256 $513.19 25KTHRES Michael Halebian & Co., Inc. Stores Inventory - Lindenwold 136373 $796.05 25KTHRES Modern Track Machinery, Inc. Stores Inventory - Lindenwold 136262 $1,197.00 25KTHRES MOTION INDUSTRIES INC. Stores Inventory - Lindenwold 136260 $3,426.00 25KTHRES NAPA Auto Parts - Berlin Right-of-way Machinery 136370 $629.46 25KTHRES NAPA Auto Parts Westmont Stores Inventory - Lindenwold 136290 $73.95 25KTHRES National Paving Co., Inc. Paving 136393 $950.00 25KTHRES National Paving Co., Inc. Drain & Soil Line 136328 $742.00 25KTHRES Newark Element 14 Electronic Test Equip. 136289 $1,699.85 25KTHRES Newark Element 14 Stores Inventory - Lindenwold 136369 $1,399.00 25KTHRES Northstar Industrial Supply, LLC Purchase Of Uniforms 136387 $504.80 25KTHRES Northstar Industrial Supply, LLC Purchase Of Uniforms 136388 $486.00 25KTHRES Northstar Industrial Supply, LLC Purchase Of Uniforms 136385 $468.00 25KTHRES Northstar Industrial Supply, LLC Purchase Of Uniforms 136391 $193.05 25KTHRES Northstar Industrial Supply, LLC Purchase Of Uniforms 136359 $183.60 25KTHRES Northstar Industrial Supply, LLC Purchase Of Uniforms 136389 $150.15 25KTHRES Northstar Industrial Supply, LLC Purchase Of Uniforms 136390 $128.70 25KTHRES Northstar Industrial Supply, LLC Purchase Of Uniforms 136386 $72.00 25KTHRES Oil Price Information Service Subscription/membership 136280 $630.00 25KTHRES Orr Safety Corporation Stores Inventory - Lindenwold 136296 $140.00 25KTHRES PELLEGRINO CHEVROLET Auto-materials, Oil,& Repairs 136315 $410.63 25KTHRES Pemberton Electrical Supply Company Stores Inventory - Lindenwold 136274 $870.00 25KTHRES Pemberton Electrical Supply Company Stores Inventory - Lindenwold 136303 $450.80 25KTHRES PENETONE CORP Stores Inventory - Lindenwold 136372 $7,607.25 25KTHRES PENETONE CORP Stores Inventory - Lindenwold 136297 $2,466.75 25KTHRES PERFECT IMAGE CARTRIDGE SOLUTIONS, INC. Stores Inventory - Lindenwold 136258 $890.00 25KTHRES PHILADELPHIA INSTRUMENT AND CONTROL, INC. Stores Inventory - Lindenwold 136299 $2,680.00 25KTHRES Provantage Corporation Stationary Forms, Print 136293 $164.49 25KTHRES Quik Stitch Embroidery Purchase Of Uniforms 136384 $678.75 25KTHRES Quik Stitch Embroidery Purchase Of Uniforms 136392 $624.00 25KTHRES Quik Stitch Embroidery Purchase Of Uniforms 136270 $260.00 25KTHRES Quik Stitch Embroidery Purchase Of Uniforms 136311 $220.00 25KTHRES Quik Stitch Embroidery Purchase Of Uniforms 136363 $125.00 25KTHRES Quik Stitch Embroidery Purchase Of Uniforms 136309 $38.00 25KTHRES RAM Industrial Services LLC TRACTION MOTOR REBUILD 84317 $20,017.00 PATCO-14-028 RAM Industrial Services LLC TRACTION MOTOR REBUILD 84309 $7,922.00 PATCO-14-028 RAM Industrial Services LLC TRACTION MOTOR REBUILD 84315 $7,271.00 PATCO-14-028 RAM Industrial Services LLC TRACTION MOTOR REBUILD 84316 $5,684.00 PATCO-14-028 RAM Industrial Services LLC TRACTION MOTOR REBUILD 84313 $5,361.00 PATCO-14-028 RAM Industrial Services LLC TRACTION MOTOR REBUILD 84312 $5,186.00 PATCO-14-028

Page 2 PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS - JULY 2015

VENDOR NAME ITEM DESCRIPTION PO NUMBER AMOUNT RESOLUTION RAM Industrial Services LLC TRACTION MOTOR REBUILD 84314 $5,133.00 PATCO-14-028 RAM Industrial Services LLC TRACTION MOTOR REBUILD 84311 $2,948.00 PATCO-14-028 RAM Industrial Services LLC TRACTION MOTOR REBUILD 84310 $2,948.00 PATCO-14-028 RAM Industrial Services LLC TRACTION MOTOR REBUILD 84308 $2,948.00 PATCO-14-028 RANCOCAS METALS CORP. Stores Inventory - Lindenwold 136368 $990.00 25KTHRES Rear View Safety, Inc. Auto-materials, Oil,& Repairs 136380 $109.99 25KTHRES Redy Battery Electrical Service 136292 $640.00 25KTHRES Reflective Apparel Factory, Inc. Purchase Of Uniforms 136321 $2,471.75 25KTHRES SAMZIE'S UNIFORMS Purchase Of Uniforms 136381 $946.50 25KTHRES Shallcross Bolt and Specialties Co. Stores Inventory - Lindenwold 136298 $57.10 25KTHRES Sherwood Electromotion Inc. TRACTION MOTOR REBUILD 84302 $21,846.00 PATCO-14-028 Sherwood Electromotion Inc. TRACTION MOTOR REBUILD 84307 $21,634.00 PATCO-14-028 Sherwood Electromotion Inc. TRACTION MOTOR REBUILD 84301 $15,154.00 PATCO-14-028 SHINGLE & GIBB COMPANY Stores Inventory - Lindenwold 136263 $109.50 25KTHRES Siemens Industry Inc. Stores Inventory - Lindenwold 84306 $2,000.00 25KTHRES Siemens Rail Automation Corporation Stores Inventory - Lindenwold 136351 $2,610.00 25KTHRES SIMCO ELECTRONICS Stores Inventory - Lindenwold 84327 $308.00 25KTHRES SIMCO ELECTRONICS Shop Equipment 84325 $156.00 25KTHRES SIMCO ELECTRONICS Shop Equipment 84326 $128.00 25KTHRES Slate Belt Safety SAFETY 301611 $4,000.00 25KTHRES Slate Belt Safety SAFETY 301612 $3,000.00 25KTHRES Slate Belt Safety SAFETY 301610 $3,000.00 25KTHRES Slate Belt Safety SAFETY 301613 $2,000.00 25KTHRES SNAP-ON INDUSTRIAL Stores Inventory - Lindenwold 136379 $3,261.98 25KTHRES SNAP-ON INDUSTRIAL Auto Equipment 136264 $449.42 25KTHRES Swiger Coil Systems A Wabtec Company TRACTION MOTOR REBUILD 84303 $12,998.00 PATCO-14-028 Swiger Coil Systems A Wabtec Company TRACTION MOTOR REBUILD (warranty repair) 84304 $0.00 PATCO-14-028 Terminix Commerical Pest Control 136344 $400.00 25KTHRES Tire Corral Auto - TIRES 136266 $1,229.32 25KTHRES Tire Corral Auto - TIRES 136285 $1,157.16 25KTHRES Travers Tool Co., Inc. Stores Inventory - Lindenwold 136324 $49.08 25KTHRES TRI - DIM FILTER CORP Stores Inventory - Lindenwold 136326 $1,137.00 25KTHRES TRI - DIM FILTER CORP Stores Inventory - Lindenwold 136362 $1,131.60 25KTHRES TRI-STATE INDUSTRIAL DISTRIBUTORS OF NJ, INC. Stores Inventory - Lindenwold 136304 $779.70 25KTHRES UniSelect USA, Inc. Auto-materials, Oil,& Repairs 301604 $5,000.00 25KTHRES UNIVERSITY OF PENNSYLVANIA K-9 TEAM 301608 $3,060.00 25KTHRES UTC/Rail & Air Sources, Inc. GEAR UNITS 84321 $7,118.53 PATCO-14-015 UTC/Rail & Air Sources, Inc. GEAR UNITS 84320 $7,113.53 PATCO-14-015 UTC/Rail & Air Sources, Inc. GEAR UNITS 84319 $7,113.53 PATCO-14-015 UTC/Rail & Air Sources, Inc. GEAR UNITS 84318 $7,113.53 PATCO-14-015 UTC/Rail & Air Sources, Inc. GEAR UNITS 84323 $6,177.13 PATCO-14-015 UTC/Rail & Air Sources, Inc. GEAR UNITS 84322 $6,177.13 PATCO-14-015 VACUUM SALES INC. Right-of-way Machinery 136286 $3,000.00 25KTHRES Vapor Stone Rail Systems Stores Inventory - Lindenwold 136261 $1,376.55 25KTHRES W E Timmerman Co Inc Auto-materials, Oil,& Repairs 136378 $3,936.30 25KTHRES W E Timmerman Co Inc Stores Inventory - Lindenwold 136301 $136.80 25KTHRES W.B. Mason Co., Inc. Stationary Forms, Print 136364 $237.29 25KTHRES Wabtec Global Services Stores Inventory - Lindenwold 136361 $11,130.00 PATCO-14-045 WABTEC Passenger Transit Stores Inventory - Lindenwold 136376 $16,359.22 PATCO-14-045 WABTEC Passenger Transit Stores Inventory - Lindenwold 136327 $1,864.50 PATCO-14-045

Page 3 BALANCE SHEET

PORT AUTHORITY TRANSIT CORPORATION

BALANCE SHEET June 30, 2015

ASSETS December 31,2014 June 30, 2015

Cash (Includes $107,460 in Station Escrow Funds) $1,061,666 $1,447,963 Investments (Note 1) 2,655,000 2,655,000 Accounts Receivable 1,208,970 2,631,758 Inventory at lower of cost (first-in, first-out) or market 5,584,046 5,549,739 Prepaid Expenses 1,430,192 968,447 Work Orders in Progress 1,885,433 1,157,382 $13,825,307 $14,410,289

LIABILITIES AND EQUITY Liabilities: Accounts Payable: Trade $ 2,368,155 $1,915,730 Delaware River Port Authority (Note 2) 250,852,000 253,912,998 Accrued Liabilities: Reserve for Other Post Employment Benefits (Note 4) 10,269,503 10,269,503 Deferred Revenue (Note 5) 3,706,376 3,902,548 Wages 756,490 596,279 Payroll taxes 51,842 81,243 Pension and Other 663,315 427,075 Sick Leave Benefits 417,209 393,000 Reserve for Unused Vacation 357,291 323,512 Reserve for contingent liabilities (Note 3) 3,468,561 2,834,667 $ 272,910,742 $ 274,656,555

Equity: Advances from Delaware River Port Authority 385,338,619 397,847,187 Deficit ($ 644,424,054) ($ 658,093,453)

$ 13,825,307 $ 14,410,289 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

June 30, 2015 June 30, 2015 Operating Revenues: Passenger fares $12,177,521 $2,071,525 Passenger parking 398,848 71,964 Passenger - other 62,324 11,081 Advertising 236,313 69,498 Miscellaneous 7,428 165 Interest Income From Investments 0 0 $12,882,434 $2,224,233

Operating Expenses: Maintenance of Way and Power 6,172,564 774,799 Maintenance of Equipment 3,748,012 423,578 Purchased Power 2,423,274 354,211 Transportation 8,238,560 1,297,114 General Insurance 411,052 132,596 Superintendence and General Office 2,497,372 477,050 23,490,834 3,459,348 Rent of Rapid Transit System Facilities (Note 2) 3,060,998 510,167 Other Post Employment Benefits Accrual (Note 4) 0 0 $26,551,832 $3,969,515

Net Income (loss) ( $ 13,669,398) ( $ 1,745,282)

Deficit, December 31, 2014 ($ 644,424,054)

Deficit, June 30, 2015 ($ 658,093,452)

See Notes To Financial Statements PORT AUTHORITY TRANSIT CORPORATION (A Wholly Owned Subsidiary of the Delaware River Port Authority) June 30, 2015

NOTES TO FINANCIAL STATEMENTS

1. Investments:

The Corporation has set aside $2,655,000. to partially fund its liability for self-insurance with the following limits: (a) Totally self-insured for Voluntary Workers Compensation.

(b) Comprehensive General Liability from the first dollar to $5,000,000 per occurrence.

2. Rent of transit system facilities:

All rapid transit system facilities used by the Corporation are leased from the Delaware River Port Authority, under terms of an agreement dated April 18, 1969 and amended June 3, 1974. The lease requires the Corporation to operate and maintain the Locust-Lindenwold line.

The terms of the amended agreement, which was made retroactive to January 1, 1974, and which is to continue from year to year, provide that the Corporation pay a minimum annual rental of $6,122,000, which approximates the sum of the annual interest expense to the Delaware River Port Authority for that portion of its indebtedness attributable to the construction and equipping of the leased facilities plus the provision for depreciation of the rapid transit facilities as recorded by the Authority. In addition, the lease requires the Corporation to pay to the Authority any net earnings from operations for the Locust-Lindenwold line less a reasonable amount to be retained for working capital and operating reserves.

The rent is payable semi-annually on June 30 and December 31. The Corporation is in default of this agreement as payments totaling $253,912,998 from January 1, 1974 through June 30, 2015 have not been made to the Authority.

3. Reserves for Contingent Liabilities:

Pursuant to a policy of self-insurance, the Corporation has reserved $ 752,332 for Comprehensive General Liability and $ 2,082,335 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 1 DELAWARE RIVER PORT AUTHORITY

2 Operations and Maintenance Committee Meeting

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

5 Wednesday, August 5, 2015

6 Committee Members:

7 Albert Frattali, Chairman Rohan Hepkins, Vice Chairman 8 Frank DiAntonio Charles Fentress 9 Richard Sweeney Antonio Fiol-Silva 10 Ryan Boyer, Chairman to DRPA/PATCO Boards

11 Others Present: 12 Christopher Howard, Assistant Counsel, 13 New Jersey Governor's Authorities Unit David Dix, Assistant to Chairman Ryan Boyer 14 Patrick Kearney, Esq., Duane Morris Jeffrey Pollack, Esq., Duane Morris 15 Glenn McAllister, Pennoni Associates Dennis DiBlasio, Pennoni Associates 16

17 DRPA/PATCO Staff: 18 John Hanson, Chief Executive Officer 19 Raymond J. Santarelli, General Counsel & Corporate Secretary 20 Stephen Holden, Deputy General Counsel Gerald Faber, Assistant General Counsel 21 Kathleen P. Vandy, Assistant General Counsel Richard J. Mosback, Jr., Assistant General Counsel 22 Dan Auletto, Acting Chief Operating Officer

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

1 DRPA/PATCO Staff: (Continued)

2 Michael Venuto, Chief Engineer Michael Howard, Senior Engineer, Planning & Developing 3 Christina Maroney, Director, Strategic Initiatives William Shanahan, Director, Government Relations 4 Mark Lopez, Manager, Government Relations Barbara Holcomb, Manager, Grants 5 David Gentile, Inspector General Robert Shiver, Director, Homeland Security 6 Kyle Anderson, Director, Corporate Communications John Rink, General Manager, PATCO 7 Bennett Cornelius, Assistant General Manager, PATCO Robert Traver, Director, Equipment, PATCO 8 Dave Fullerton, System Safety Program Manager, PATCO Sheila Milner, Administrative Coordinator 9 Elizabeth McGee, Administrative Coordinator

10

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15

16

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22

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

1 INDEX

2 Page

3 Roll Call 5

4 Executive Session 6

5 Contract No. BF-44-2015, BFB Miscellaneous Payment 6 Repairs 6 Construction Monitoring Services for Contract No. 8 7 WW-20-2015, Walt Whitman Bridge Suspension Span and Towers Painting 8 Capital Project Contract Modification - Benjamin 9 9 Franklin Bridge, New Jersey Approach Parapet Rehabilitation 10 Contract No. PATCO-54-2014, Replacement of 12 11 Rectifier Transformers Phase II and Lindenwold Emergency Diesel Generator 12 Construction Monitoring Services for Contract No. 14 13 PATCO-54-2014, Replacement of Rectifier Transformers Phase II and Lindenwold Emergency 14 Diesel Generator

15 Procurement of Ameristar Aegis II Fence and Fence 15 Material for the Ben Franklin Bridge 16 Carpet Replacement for One Port Center Building 17 17 Woodcrest Station Shredding Event 18 18 General Consulting Services (GEC) Contract - 19 19 PATCO Safety and Security

20 Office of Emergency Management Request for 21 Parking Under the BFB between 2nd and 21 3rd Streets

22

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

1 INDEX (Continued)

2 Page

3 General Discussion:

4 PATCO Car Performance 22

5 GIS Presentation 35

6 Change orders:

7 BR-15-2012, Betsy Ross Bridge Resurfacing 43 and Approach Roadway Rehabilitation 8 PATCO-21-E - PATCO Track Rehabilitation 44 9 Across the BFB

10 CB-25-2015 - CBB Painting, Phase 1 48

11 Spending tracking 50

12 Adjournment 51

13

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22

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

1 PROCEEDINGS

2 (9:33 a.m.)

3 CHAIRMAN FRATTALI: Looks like everybody is

4 here and we can start. We've got a full agenda,

5 today, so we're going to go rather quickly. I'd like

6 to call to order the meeting of the Operations and

7 Maintenance Committee, and have the corporate

8 secretary call the roll.

9 MR. SANTARELLI: Good morning, Mr. Chairman.

10 Chairman Frattali?

11 CHAIRMAN FRATTALI: Here.

12 MR. SANTARELLI: Commission Hepkins?

13 COMMISSIONER HEPKINS: Here.

14 MR. SANTARELLI: Commissioner Sweeney?

15 COMMISSIONER SWEENEY: Here.

16 MR. SANTARELLI: Commissioner Fiol-Silva?

17 COMMISSIONER FIOL-SILVA: Present.

18 MR. SANTARELLI: Commissioner DiAntonio?

19 COMMISSIONER DiANTONIO: Here.

20 MR. SANTARELLI: Commissioner Fentress?

21 COMMISSIONER FENTRESS: Here.

22 MR. SANTARELLI: Commissioner Lisko? Not

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

1 present yet. Okay, you have a quorum.

2 CHAIRMAN FRATTALI: Okay. At this time, I'd

3 like to call for a motion to go into executive

4 session. The decisions made in executive session will

5 be made public when the issues are resolved. Do I

6 have a motion to go into executive session?

7 COMMISSIONER DiANTONIO: So moved.

8 CHAIRMAN FRATTALI: Second?

9 COMMISSIONER SWEENEY: Second.

10 CHAIRMAN FRATTALI: A motion and second. All

11 in favor?

12 ALL: Aye.

13 CHAIRMAN FRATTALI: Any opposed? The ayes

14 have it. All right, we're in executive session.

15 (Off the record at 9:34 a.m.)

16 (On the record at 10:45 a.m.)

17 CHAIRMAN FRATTALI: We are back in open

18 session. We have 10 items on the agenda today. The

19 first item is Contract Number BF-44-2015, Ben Franklin

20 Bridge, Miscellaneous Pavement Repairs. Mr. Venuto?

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

22 Staff is seeking authorization to negotiate a

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

1 construction contract with A.E. Stone to perform

2 milling and resurfacing on portions of the roadway

3 surface at the Ben Franklin Bridge in an amount of

4 $708,000. The asphalt pavement on the Camden approach

5 span is in need of repairs. The constant heavy

6 vehicular loads have caused cracking and potholes, and

7 some shoveling of the pavement. The project will

8 repair deteriorated pavement to provide a smooth

9 driving surface.

10 The bridge was last resurfaced in 2004. We

11 did --

12 BOARD CHAIRMAN BOYER: Motion to accept.

13 (Laughter)

14 MR. VENUTO: We did a similar project, patch

15 repairs in 2009 and '10.

16 CHAIRMAN FRATTALI: I need a motion.

17 COMMISSIONER FENTRESS: Move the motion.

18 CHAIRMAN FRATTALI: Is there a second?

19 COMMISSIONER HEPKINS: Second.

20 CHAIRMAN FRATTALI: Any questions? All in

21 favor?

22 ALL: Aye.

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

1 CHAIRMAN FRATTALI: Any opposed? The ayes

2 have it.

3 The second item is Construction Monitoring

4 Services for Contract Number WW-20-2015, Walt Whitman

5 Bridge Suspension Span and Towers Painting. Mike?

6 MR. VENUTO: Yes, thank you, Chairman. Staff

7 is seeking authorization to negotiate an agreement

8 with Johnson, Mirmiram, and Thompson to provide

9 construction monitoring services for Contract

10 WW-20-2015, the Walt Whitman Bridge painting of

11 suspension span and towers in the amount of

12 $7,386,365.95.

13 This is CM services for the large paint

14 contract that we awarded last month. This agreement

15 is going to provide full-time, on-site construction

16 monitoring services.

17 CHAIRMAN FRATTALI: Any questions? I need a

18 motion.

19 COMMISSIONER DiANTONIO: So moved.

20 CHAIRMAN FRATTALI: Second?

21 COMMISSIONER FENTRESS: Second.

22 CHAIRMAN FRATTALI: I have a motion and

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

1 second. All in favor?

2 ALL: Aye.

3 CHAIRMAN FRATTALI: Any opposed? The ayes

4 have it.

5 Third item is Capital Project Contract

6 Modifications for the Ben Franklin Bridge, New Jersey

7 Approach Parapet Rehabilitation. Again, Mr.Venuto?

8 MR. VENUTO: Yes, thank you. This was the

9 emergency contract that was previously approved to fix

10 some deterioration in the parapet at the Ben Franklin

11 Bridge, on both the north and south sides. We did a

12 design based on the site conditions that we saw when

13 the emergency initially happened.

14 As we started to do the demolition of the

15 parapet and the demolition of the wall, we found some

16 additional deterioration of the concrete that wasn't

17 initially visible; the deteriorated concrete went

18 further down. Also, the rails, the part that was

19 embedded in the concrete, the tube steel, needs to be

20 repaired. Those weren't part of the original contract

21 value.

22 The current contract amount was $782,396.

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

1 This change order -- given that it was an emergency

2 contract, we don't have any “unforeseen condition”

3 line item in this contract -- so we're looking for a

4 change order of $101,127.06, for an adjusted contract

5 value of $883,523.06.

6 CHAIRMAN FRATTALI: Railroad is doing this,

7 right?

8 MR. VENUTO: Yes, sir.

9 COMMISSIONER FIOL-SILVA: I have a question.

10 Is that part of -- that's the amount of $782 adding

11 $101, right?

12 MR. VENUTO: Yes, sir, $782 and --

13 COMMISSIONER FIOL-SILVA: Now, the motion

14 that's attached to that is saying that -- I'm reading

15 the electronic minutes – “contract modification to

16 certain contracts.” It doesn't tie the amount and it

17 doesn't tie it to this.

18 MR. VENUTO: So, when we do contract

19 modifications, whether it's change orders or

20 supplements -- I think there should be a table, an

21 attachment to that summary statement resolution.

22 COMMISSIONER FIOL-SILVA: I see that, right.

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

1 MR. VENUTO: That attachment lists that

2 project.

3 COMMISSIONER FIOL-SILVA: So the motion is

4 specifically tied to that amount?

5 MR. VENUTO: Yes, sir.

6 COMMISSIONER FIOL-SILVA: It doesn't give

7 authorization to other amounts? Okay.

8 MR. VENUTO: It's just for this one particular

9 project. In the past, there have been a couple of

10 different change orders or supplements at one time; so

11 what we've done, we've always attached this in case

12 there's two or three projects and we had changed all

13 of them at one time.

14 COMMISSIONER FIOL-SILVA: So this doesn't give

15 authorization to other things.

16 MR. VENUTO: Just this particular project that

17 I explained.

18 COMMISSIONER FIOL-SILVA: Okay, I'm just

19 trying to get -- understand these, thanks.

20 CHAIRMAN FRATTALI: Any other questions?

21 Seeing none, I need a motion.

22 COMMISSIONER SWEENEY: Move the motion.

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

1 CHAIRMAN FRATTALI: Second?

2 COMMISSIONER FIOL-SILVA: Second.

3 CHAIRMAN FRATTALI: I have a motion and

4 second. All in favor?

5 ALL: Aye.

6 CHAIRMAN FRATTALI: Any opposed? The ayes

7 have it.

8 The fourth item is construction monitoring

9 services for Contract Number PATCO-54-2014,

10 Replacement of Rectifier Transformers, Phase II, and

11 Lindenwold Emergency Diesel Generator. Mike?

12 MR. VENUTO: Thank you. Staff is seeking

13 authorization to negotiate a construction contract

14 with Scalfo Electric to perform the PATCO replacement

15 of rectifier transformers, Phase II, and Lindenwold

16 emergency generator project in an amount of

17 $2,369,000.

18 We're going to replace the transformers at

19 Ferry Avenue, two each at Ferry Avenue, Collingswood,

20 Ashland East, and Lindenwold substations. And we're

21 also going to install a new generator at PATCO

22 Lindenwold Station. This is Phase II of III.

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

1 CHAIRMAN FRATTALI: Mike, these two seem the

2 same.

3 MR. VENUTO: The next project is for CM

4 services.

5 CHAIRMAN FRATTALI: All right.

6 MR. VENUTO: Did we list them the same as --

7 CHAIRMAN FRATTALI: It says the same thing,

8 construction monitoring service for Contract

9 PATCO-54 --

10 MR. VENUTO: Yes, sir. So the first one,

11 Contract No. PATCO-54, is for the construction

12 contract and the next one is for the construction

13 monitoring services.

14 CHAIRMAN FRATTALI: Oh, mine says construction

15 monitoring for both.

16 MR. VENUTO: Oh, I'm sorry, yes. So the

17 initial one, the first one is --

18 CHAIRMAN FRATTALI: The contract, itself.

19 MR. VENUTO: The contract with Scalfo Electric

20 for $2,369,000.

21 CHAIRMAN FRATTALI: All right, so this is the

22 contract, not the monitoring.

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

1 MR. VENUTO: Yes, sir.

2 CHAIRMAN FRATTALI: All right. I need a

3 motion.

4 COMMISSIONER FENTRESS: Move the motion.

5 CHAIRMAN FRATTALI: Second?

6 COMMISSIONER DiANTONIO: Second.

7 CHAIRMAN FRATTALI: All in favor?

8 ALL: Aye.

9 CHAIRMAN FRATTALI: Any opposed? The ayes

10 have it.

11 The fifth item is the construction monitoring

12 services for Contract Number 54-2014, Replacement of

13 Rectifier Transformers, Phase II, and Lindenwold

14 Emergency Diesel Generator.

15 MR. VENUTO: Yes, sir. Staff is seeking

16 authorization to negotiate an agreement with Jacobs

17 Engineering to provide the construction monitoring

18 services for PATCO-54-2014 in an amount of $241,881.

19 This agreement would provide full-time, on-site

20 construction inspection and monitoring services for

21 this project.

22 As with all the selections of professional

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

1 services, we discussed the selection and we negotiated

2 a fair and reasonable fee -- based on our engineer's

3 estimate -- with the highest ranked consultant.

4 CHAIRMAN FRATTALI: Any questions? Seeing

5 none, I need a motion.

6 COMMISSIONER FIOL-SILVA: Motion.

7 CHAIRMAN FRATTALI: Second?

8 COMMISSIONER SWEENEY: Second.

9 CHAIRMAN FRATTALI: Motion and seconded. All

10 in favor?

11 ALL: Aye.

12 CHAIRMAN FRATTALI: Any opposed? The ayes

13 have it.

14 The sixth item is Procurement of Ameristar

15 Aegis II Fence and Fence Material for the Ben Franklin

16 Bridge. No substitutions. It says Val, but I don't

17 see her. Mike, do you want to present this?

18 MR. VENUTO: I can do it --

19 CHAIRMAN FRATTALI: Is Val here? Dan?

20 MR. AULETTO: The fence, thank you. Good

21 morning. Staff is seeking authorization to award a

22 purchase contract with the firm of South Camden Iron

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

1 Works in Mickleton, New Jersey, to procure fence

2 materials for installation at the Ben Franklin Bridge

3 in the amount of $173,523.32.

4 The project will improve access and secure the

5 end of the lots by replacing the existing eight foot

6 chain link fence with a ten foot high, climb

7 resistant, estate-style fence. The new fencing will

8 match the existing fence already installed in Camden

9 under the bridge.

10 All the removal and installation work will be

11 completed by DRPA in-house forces. The project was

12 publicly advertised June 30, 2015 and mailed to 18

13 bidders. Three bids were received. The low

14 responsive and responsible bid was submitted by South

15 Camden Iron Works in the amount of $173,523.32.

16 CHAIRMAN FRATTALI: Any questions? Seeing

17 none, I need a motion.

18 COMMISSIONER FENTRESS: Move the motion.

19 CHAIRMAN FRATTALI: Is there a second?

20 COMMISSIONER DiANTONIO: Second.

21 CHAIRMAN FRATTALI: All in favor?

22 ALL: Aye.

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

1 CHAIRMAN FRATTALI: Any opposed? The ayes

2 have it.

3 Next item is Carpet Replacement for One Port

4 Center Building. Mr. Holden?

5 MR. HOLDEN: The staff seeks Board

6 authorization to negotiate a contract with

7 Metropolitan Contract Carpets for the replacement of

8 the carpeting in the building between the 7th floor

9 and 11th floor. The carpeting in the building is

10 original.

11 In DRPA-14-154, the sum was budgeted to be

12 allocated and spent this year. Metropolitan Carpet is

13 on the state-approved list. The management company,

14 Grubb Ellis, used their standardized procedures in the

15 selection. They have the ability to provide the

16 necessary insurance. They have the ability to comply

17 with all of the DRPA standards.

18 There would be about 5,000 square yards of

19 carpet in 16 by 16 tiles installed. We were able to

20 negotiate the price down from $268 to $254. The

21 installation will be between 5 p.m. and 1 a.m., at

22 nights, Monday through Friday. The installation

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

1 includes the environmental disposal of the old carpet,

2 the moving of furniture, the moving of furniture back,

3 and will be accomplished during the night.

4 We seek approval from the Board to spend the

5 money which had been allocated in last year's budget.

6 CHAIRMAN FRATTALI: Any questions? Seeing

7 none, I need a motion.

8 COMMISSIONER HEPKINS: So moved.

9 CHAIRMAN FRATTALI: Second?

10 COMMISSIONER SWEENEY: Second.

11 CHAIRMAN FRATTALI: There's a motion and

12 second. All in favor?

13 ALL: Aye.

14 CHAIRMAN FRATTALI: Any opposed? The ayes

15 have it.

16 The next item is Woodcrest Station Shredding

17 Event. Mr. Rink?

18 MR. RINK: Thank you, Mr. Chairman,

19 Commissioners. We are seeking permission from the

20 Board to let Camden County hold its annual shredding

21 event at the Woodcrest Station on October 24th of this

22 year. Camden County has again requested use of our

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

1 property this for a shredding event for county

2 residents. DRPA and PATCO provide support services

3 during this time, primarily through public safety

4 officers who will do traffic control in and out of the

5 event and through our Way and Power staff, who will

6 set up barricades.

7 Staff is seeking authority to permit Camden

8 County to hold this event on the day; they will

9 reimburse us on all costs associated with our support.

10 CHAIRMAN FRATTALI: Any questions? Seeing

11 none, I need a motion.

12 COMMISSIONER DiANTONIO: So moved.

13 CHAIRMAN FRATTALI: Second?

14 COMMISSIONER HEPKINS: Second.

15 CHAIRMAN FRATTALI: All in favor?

16 ALL: Aye.

17 CHAIRMAN FRATTALI: Any opposed? The ayes

18 have it.

19 Next item is the General Consulting Services

20 Contract for PATCO Safety and Security. Mr. Rink?

21 MR. RINK: Thank you, Mr. Chairman,

22 Commissioners. We are seeking authorization to

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

1 negotiate agreements with Transportation Resource

2 Associates and STV to provide general engineering

3 consultants related to PATCO safety and security

4 efforts. These firms will provide expertise to PATCO

5 in the areas of transit safety and transit security

6 and supplement our internal staff efforts to comply

7 with regulatory and oversight agency regulations and

8 requirements.

9 PATCO publicly advertised its intent to retain

10 these consultants and invited interested firms to

11 submit request for proposals. Three firms responded.

12 Staff from PATCO reviewed the proposals and the cost

13 information submitted by the proposers. Based on the

14 review of the committee, we selected STV and

15 Transportation Resource Associates as the most

16 responsible to the Authority's need for the general

17 consulting services in the area of safety and

18 security.

19 With that, we recommend that the Board

20 authorize staff to negotiate these agreements. The

21 cost is not to exceed $390,000 over three years or

22 $130,000 per year, based on our budget.

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

1 CHAIRMAN FRATTALI: Any questions? Seeing

2 none, I need a motion.

3 COMMISSIONER FENTRESS: Move the motion.

4 CHAIRMAN FRATTALI: Second?

5 COMMISSIONER DiANTONIO: Second.

6 CHAIRMAN FRATTALI: All in favor?

7 ALL: Aye.

8 CHAIRMAN FRATTALI: Any opposed? The ayes

9 have it.

10 The last item is a correction on your agenda.

11 It's not the World Family request. It's the Office of

12 Emergency Management that is requesting parking under

13 the Ben Franklin Bridge between 2nd and 3rd Streets.

14 Mr. Shiver?

15 MR. SHIVER: Good morning, sir. Thank you,

16 Chairman. Commissioners, this request is to authorize

17 staff to enter into agreement with the City of

18 Philadelphia to allow the Office of Emergency

19 Management access under the Ben Franklin Bridge on two

20 lots -- the first lot is between 2nd and 3rd Streets

21 and the second lot is east of 2nd to the I-95 access

22 ramp -- between September 23, 2015 to September 29,

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

1 2015.

2 The purpose of this request is so that the

3 Office of Emergency Management can use those lots to

4 mobilize during the 2015 World Meeting of Families and

5 Papal visit in order to assure a safe and successful

6 event. There is no cost to DRPA. The City of

7 Philadelphia will provide any necessary certificate of

8 self-insurance. Thank you.

9 CHAIRMAN FRATTALI: Any questions? I need a

10 motion.

11 COMMISSIONER FENTRESS: Move the motion.

12 CHAIRMAN FRATTALI: Is there a second?

13 COMMISSIONER DiANTONIO: Second.

14 CHAIRMAN FRATTALI: All in favor?

15 ALL: Aye.

16 CHAIRMAN FRATTALI: Any opposed? The ayes

17 have it.

18 All right, we've got items for discussion.

19 The first item is PATCO Car Performance. Mr. Venuto?

20 MR. RINK: Actually, it will be myself,

21 Mr. Chairman.

22 CHAIRMAN FRATTALI: I've got Mr. Venuto. Who

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

1 made up my agenda, today?

2 MR. RINK: That's okay. At the request of

3 Chairman Boyer, we were asked to update the O&M

4 Committee on PATCO car performance. Mainly, over the

5 last three months, we've experienced a spike in car

6 defects. Mr. Cornelius is passing out a chart for you

7 which will explain.

8 The report, we've done an audit on service

9 failures and maintenance repairs for the last three

10 months, starting May 1st. If you look at the above

11 chart, it reports the maintenance defects from that

12 time. In the three-month period, we had a total of

13 797 maintenance orders or defects. It breaks down per

14 category. If you look on the bottom of Page 2, those

15 are broken down to indicate what type of repairs under

16 ATC, which is the automatic train control pneumatic;

17 it's our air leaks and compressors, doors, what's

18 involved with that.

19 Obviously, during the months of May through

20 July, HVAC is a high work order process -- obviously

21 due to the high temperatures -- and they usually are

22 reports of hot air or cars' A/C that has broken down

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

1 or is not in use.

2 During this time, in the maintenance defects,

3 we tracked an item called “passenger discharge

4 incidents.” Passenger discharge incidents are

5 basically when a train receives a defect or a problem

6 where we have to ask our customers to leave the train

7 and exit the train, remove it from service. As you

8 see, from May 1st to July 31st, we had a total of 43

9 discharges during that time, for an average of 14.33

10 per month.

11 One of the KPI --

12 BOARD CHAIRMAN BOYER: According to the

13 industry standard, is that high or low?

14 MR. RINK: According to our internal KPI, our

15 historical average has been 21 a month. So, actually,

16 during the last three months, we are below our normal

17 historic data for problems where we have had to remove

18 customers from a train.

19 BOARD CHAIRMAN BOYER: I understand us, but

20 what about the national average? What is the gold

21 standard, because 21 a month seems like a lot to me.

22 If it's 21 a month, that's almost 1 a day.

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

1 MR. HANSON: Bob, do you have any information

2 on that?

3 MR. TRAVERS: I have no idea what other

4 agencies use as a goal, as a benchmark, but I can

5 reach out to my consortium and find out how their

6 agencies handle this, how they track it.

7 MR. HANSON: And how many runs are there in

8 the course of a day.

9 MR. TRAVERS: 190.

10 MR. HANSON: Over 300.

11 MR. RINK: 280, 300 trips.

12 BOARD CHAIRMAN BOYER: 280 to 300 trips a day.

13 MR. RINK: Correct.

14 BOARD CHAIRMAN BOYER: So we're at about a

15 little less than one percent of the time people had to

16 get off the train.

17 MR. HANSON: Yes. I'm going to say that's

18 about .35 percent.

19 BOARD CHAIRMAN BOYER: Yes, .3, .4. I just

20 want to know. It's hard for me to know if this is

21 good news or bad news, because I don't know what other

22 agencies use. But it just seems, if I'm trying to go

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

1 to work and I've got to get off … I don't know.

2 MR. RINK: A lot of times, we also take the

3 safer course of action. If we have a problem with the

4 train, in our procedures --

5 BOARD CHAIRMAN BOYER: That's very clear.

6 MR. RINK: The safest course of action is to

7 remove our customers from the train and bring the next

8 train or a rescue train to get them. The worst we

9 ever want to do is to have a problem with a train and

10 have our customers stay on it. Most of the time, it's

11 either brake-related, door issues, or propulsion

12 issues.

13 One of the things that spiked in the last

14 month, as we go through, is our pneumatic, our air

15 system, where we're having air blows in between cars.

16 And what we're having is, we're having air leaks.

17 It's a fail-safe system. If we lose any air pressure,

18 emergency brakes will apply. So what happens, there

19 is brake pressure between each of the couplers on the

20 cars. Sometimes what we'll get into … one of the

21 things we found … there are gaskets that seal that up.

22 If they move apart, the air will leak, the brakes will

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

1 apply, and we cannot move the train.

2 BOARD CHAIRMAN BOYER: Are these on the

3 refurbished trains or --

4 MR. RINK: No, all the defects we're talking

5 about are existing legacy. When we started seeing

6 this issue, Bob's group looked into it more. We stock

7 all these gaskets in our storeroom. But we had a

8 resupply on March 12th and May 1st of this year and

9 what we're suspecting, what we're finding is we might

10 have a material composition problem from our supplier;

11 the gaskets are not rebounding or going back to their

12 original shape once the cars move.

13 A lot of times, if we have an air leak between

14 cars, we'll uncouple cars, bring them back together

15 and make sure the coupler is connected properly, and

16 the leak will stop. But sometimes -- what we've been

17 finding lately -- as the cars pull for power and

18 separate, the couplers move and the air blow will come

19 out again. What we're finding is that there might be

20 a supplier problem with that neoprene gasket that we

21 have.

22 COMMISSIONER DiANTONIO: John, is this a

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

1 general maintenance type/deal situation?

2 MR. RINK: Yes.

3 COMMISSIONER DiANTONIO: It is?

4 MR. RINK: Yes.

5 COMMISSIONER DiANTONIO: So it's general

6 maintenance once a week or twice a week?

7 MR. TRAVERS: They get inspected every 90

8 days; the cars, for inspection.

9 COMMISSIONER DiANTONIO: Every 90 days, okay.

10 MR. TRAVERS: And we replace them as

11 necessary. Whenever there is a defect, we

12 automatically replace.

13 COMMISSIONER DiANTONIO: Okay.

14 BOARD CHAIRMAN BOYER: Do we have an emergency

15 re-training on that? Because, we see them parked, and

16 how should we maintain and how do we do it since this

17 is a reoccurring problem?

18 MR. HANSON: It's an air system in the train

19 so that if the trains come uncoupled, it applies the

20 brake.

21 BOARD CHAIRMAN BOYER: I understand what he

22 said; that the way you move one part, this part may

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

1 come off. But have we trained the guys enough to know

2 that we can't move this like that --

3 MR. RINK: No, no retraining. What we notice

4 is maintenance; we've replaced the gasket, seal it

5 back up, the train operates, and then we have another

6 failure. What we have found with the maintenance is -

7 -- all of our legwork and equipment legwork found -

8 they're finding a problem with the actual pad, itself.

9 No retraining or any new maintenance procedures.

10 Just, we're finding a problem with the material that

11 is actually supplied by our supplier.

12 I can let Bob say it, but the pad -- the

13 couplers compress the pads and they have to line up

14 exactly to have a complete seal. And what we're

15 saying is when the cars pull, the gaskets are moving

16 to a point where there is a gap in-between and the air

17 brake is -- the air is leaking out causing the brakes

18 to apply and causing us not to be able to move the

19 train.

20 So, the material itself is not the same

21 material. We've actually given the supplier our new

22 and old gaskets and we're going through and doing a

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

1 material test breakdown on them to see why the

2 material seems to be different than what we've had in

3 the past.

4 MR. HANSON: It seems like a defective part.

5 MR. RINK: But if you look at the last three

6 months, we've had a dramatic increase.

7 BOARD CHAIRMAN BOYER: And we moved the

8 supplier? We changed suppliers?

9 MR. TRAVERS: It's the OEM supplier -- it's

10 the OEM supplier we've always used. It's the same.

11 Nothing has changed.

12 BOARD CHAIRMAN BOYER: Maybe they've used a

13 different supplier.

14 MR. HANSON: And they may have changed the way

15 they're making it.

16 BOARD CHAIRMAN BOYER: Yes, they may have

17 changed the way they make them.

18 MR. RINK: One of the things, too, in the

19 second category is doors; that's a significant amount

20 of disruptions associated with our door systems. You

21 read it here; worn mechanical couplers that allow the

22 electrical coupler portion to have light contact.

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

1 What happens, we have safety sensors on those doors,

2 and if the doors open a little bit or there is a

3 problem with the door, a light is lit, the train goes

4 into emergency, and you cannot move the train.

5 Obviously, it's a safety feature. We do not want the

6 doors to open in-transit. Once we have a problem of

7 that sort, the light is illuminated, the train cannot

8 move, and the train operator has to go out and

9 investigate the issue.

10 A lot of times, it's a mechanical failure

11 where they can isolate the door leaf. They lock the

12 door in a certain position and we can move. But then

13 in other cases, there are issues with doors that we

14 can't fix on the train and we have to discharge all of

15 our passengers. Obviously, it's the safe course of

16 action. We do not want to have the train moving, the

17 train doors open or anything of that … that has

18 failure on that end.

19 This is one of the things, too, as the process

20 we're going through with our overhaul -- it’s not an

21 issue with the cars, but our new overhauled cars

22 address a lot of the problems we've had in the past.

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

1 The cars are dated and worn, and the equipment

2 department is doing their best to maintain this

3 equipment moving forwarded. A lot of the issues that

4 we have now with the wear -- it's a different type of

5 system on the new, overhauled cars.

6 MR. HANSON: So, John, what's the plan from

7 here to minimize these incidents going forward?

8 MR. RINK: Bob is working on some temporary

9 engineering solutions to address this problem while

10 we're continuing to go through the car overhaul

11 program. So we're doing -- he's working on some

12 temporary solutions that will allow the cars to

13 continue to work until we have the total change-out on

14 the fleet.

15 And then, the last was our traction motors.

16 Obviously, we had an issue with the traction motor

17 going on a car in a single track area near the bridge.

18 During this period, we've had -- we had 115 propulsion

19 related defects; and then, down here, propulsion

20 breaker trips, breaking, poor acceleration and

21 traction motors. Of the 115, 23 were defective

22 traction motors. However, of those 23 motor failures,

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

1 only four caused a passenger discharge incident.

2 If we look at our data from this period, from

3 the time period January through July 2014, we replaced

4 177 traction motors. During this year, we replaced

5 142 traction motors. So it trends down on the actual

6 failures of traction motors.

7 One of the things, too, that we mentioned in

8 previous O&Ms is that what with the history we had in

9 2014, during the snowstorms, we adopted an aggressive

10 traction motor replacement program and we no longer

11 wait for the failures before changing the motors.

12 We've updated or increased our overhaul or the rewind,

13 and we actually force a maintenance requirement to do

14 the rewind at a seven-year point. So with that

15 aggressive program, the traction motor failures have

16 dropped.

17 And we've also looked into incidences with our

18 third rail system on the line, where we might be

19 drawing or having associated power problems that might

20 prematurely cause a traction motor to fail. So we've

21 looked at our line system and increased our

22 maintenance program and replacement program in the

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

1 traction motors, and the failures have dropped.

2 COMMISSIONER HEPKINS: John, let me say, first

3 of all, kudos to getting ahead of the issue and

4 conducting our own audit. I think that's actually --

5 that's really good. Concern again since May, June,

6 and July, this increased by like 50, so hopefully we

7 can turn that around. And also, I don't need to

8 emphasize that this is a very crucial time period

9 because of the single tracking and the inconvenience

10 that that construction is already causing riders and

11 that it could cause us to lose more riders in the

12 short term. But you're already aware of that, I'm

13 sure.

14 And the other thing is that the industry

15 standard, as I understand it to be in transit, is mean

16 distance between failures. Do we use that? And APTA

17 -- there are different agencies, APTA is American

18 Public Transportation Agency, that compiles those

19 statistics throughout the industry and that's where we

20 can measure ourselves, apples to apples.

21 MR. RINK: We do track that at the KPI, so

22 with the national data, with our passenger discharge,

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

1 we'll prepare for O&M, we'll give you that mean

2 distance between failures and the comparison with our

3 counterparts. But it's something we do track.

4 CHAIRMAN FRATTALI: Is that it, John?

5 MR. RINK: Yes, Mr. Chairman.

6 CHAIRMAN FRATTALI: All right, the next item

7 for discussion is the GIS presentation.

8 MR. VENUTO: Thank you. So last month we

9 talked about the real estate holdings and how we track

10 our real estate. We talked about the PATCO outbound

11 survey and our GIS project -- geographical information

12 system project -- to track our real estate holdings,

13 including leased areas, including easements. So we're

14 just about to complete the Commodore Barry and the

15 Betsy Ross. We're continuing to work on the Ben

16 Franklin and the Walt Whitman, and we'll conclude with

17 the PATCO system.

18 Mike Howard from engineering is our project

19 manager. Glenn McAllister and Dennis DiBlasio are

20 with us from Pennoni, and I've asked them to sort of

21 just give the quick overview, a two or three minute

22 presentation.

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

1 CHAIRMAN FRATTALI: I'm sure it's a short

2 presentation.

3 MR. RINK: Yes, sir.

4 BOARD CHAIRMAN BOYER: Closer to two than

5 three.

6 COMMISSIONER FIOL-SILVA: You're not going to

7 let me ask anything, right?

8 (Laughter)

9 CHAIRMAN FRATTALI: No, you're not allowed to

10 talk any more.

11 MR. HOWARD: (Opening up a presentation on a

12 projector) Good morning, Mr. Chairman, Commissioners.

13 Beginning last year, we entered into an agreement with

14 Pennoni Associates to basically take all of our

15 property information --

16 CHAIRMAN FRATTALI: Excuse me. Can we lower

17 the blinds or shut the lights or something? We can't

18 see it.

19 (Pause)

20 MR. HOWARD: So utilizing Google, we have an

21 internet-based system over which we have -- or Pennoni

22 has -- overlaid all of our property information.

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

1 Prior to developing this, if we had any requests for

2 any agreements or property information of any of our

3 facilities or any of our holdings, we had to actually

4 dig through the files, get the information, scan it,

5 and send it out. That took quite a length of time,

6 anywhere from 40 minutes to two hours, depending on

7 the type of information.

8 So as a result, we're collating everything and

9 putting it into one system here. Right now, we have

10 the Commodore Barry Bridge shown. But, for example,

11 one of the common things that we've had asked --

12 constantly get asked for, are agreements that are

13 presently in place. This is the Route 130/322

14 interchange in New Jersey at the Commodore Barry

15 Bridge. And the whole process is that we have all the

16 information laid out, have identified who is New

17 Jersey DOT, who is DRPA property, Camden County, or

18 depending if you're at the Betsy Ross, the Pennsauken.

19 But you have the ability to click on any parcel and

20 get information regarding that specific location.

21 With that, you can call up the information

22 specific to that parcel and be able to get the

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

1 information, as it's a pdf file, in as little as a

2 minute or two. Here is the tri-party agreement that

3 we had between DRPA and New Jersey DOT and Bridgeport.

4 With that, you're able to pull this up in two minutes

5 and send this out.

6 This has already been helpful and saves us

7 time just to get this information. And it's a pdf, we

8 can email it within a minute or two; whereas, in the

9 past, finding this file specifically has been 40

10 minutes to an hour in duration.

11 The information also is part of the GIS. Right

12 now we have the Commodore Barry Bridge that's almost

13 complete, Betsy Ross Bridge, and the Ben Franklin

14 Bridge as well. But to go to the Betsy Ross Bridge, I

15 pulled up the legend, and you see we have spaces

16 marked out in yellow that we have divested ourselves

17 of, but also where we have leased areas, such as with

18 the local baseball utilities. So with that, we have

19 the information that we can call up regarding the

20 information specific to that parcel.

21 Unfortunately, it's taking a little longer. I

22 apologize for the duration. But with that, this

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

1 process gives us the ability to get any information

2 for any parcel, including agreements that we may have

3 with other agencies. You see this (referring to a

4 page on the presentation) is from 2014; we pull up the

5 files specific to that agreement. It's a quick

6 reference; once it's complete, we can bring in anybody

7 from Facilities, or Legal, or any department that

8 would have a need for using this equipment or at least

9 this access for property information.

10 Also, normally we get requests for certain

11 parcels whether the property is DRPA-owned or not.

12 Since this is a Google-based product, we can enter an

13 address and it will zoom to that location; and with

14 that ability, you can easily find out if it's a DRPA

15 parcel or not. And that has also been helpful when

16 we’ve had slips and falls. We have used this for

17 everything, as I said, for the three bridges. The

18 Whitman is still underway, as well as PATCO. Once

19 everything is done, it'll be easier to find out if

20 this is DRPA property or not. So for claims, for

21 property information, for agreements, this should be a

22 very handy tool for everybody to use.

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

1 CHAIRMAN FRATTALI: And these are all our

2 properties? I know a couple of years ago, we had

3 trouble identifying some of them.

4 MR. HOWARD: We're working with the print

5 departments to get all the information on property

6 that has been acquired over the years, so the system

7 is inclusive and shows everything that DRPA has at

8 least purchased or acquired over the years.

9 MR. VENUTO: And that's also why we're

10 tracking the divested properties, like they showed, so

11 we know we can have a history if somebody says, “No,

12 you own this.” There have been times that people have

13 said that we owned a property and we don't think we

14 did because our records hadn't caught up. Here we can

15 go back and say, “No, we know what happened here.”

16 And so that's why we're tracking both our owned and

17 our divested properties.

18 MR. HOWARD: (pointing to a page of the

19 presentation) This is the divested property at the

20 Betsy Ross Bridge that was sold off. We have the

21 agreement, the information of what was sold off, so

22 that in case anybody asks we can easily acquire this

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

1 information and sent it to whomever.

2 CHAIRMAN FRATTALI: If a commissioner wanted

3 information, they contact you, Mike?

4 MR. VENUTO: Right now, Mike is working with

5 Pennoni. He has all the current information, so he

6 has the logon. But, eventually, when the system is up

7 and running, we're going to be able to have logons for

8 different departments. But, right now, since it's not

9 fully operational, requests can come through

10 Engineering. But once we're done, we certainly can

11 make a logon for the O&M Committee or for individual

12 commissioners, if we want to do that.

13 CHAIRMAN FRATTALI: Commissioner, any

14 questions?

15 COMMISSIONER FIOL-SILVA: No. Since this is

16 becoming the official record, there are appropriate

17 protocols for entering that information and having

18 controlled access to who modifies that information so

19 that nobody accesses something that's out-of-date; I

20 mean, I assume that is so?

21 MR. VENUTO: Yes, sir. And that's going to be

22 done in the Engineering Department. There was a

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

1 position that we advertised recently; we re-did the

2 position description and changed the duties. One of

3 the duties of that position is going to be to be the

4 sole keeper of making the modifications to this GIS

5 system; so there will be a control point there.

6 People will have access to view information, but there

7 will be a single point of contact to change and alter

8 it.

9 MR. HOWARD: This is very dynamic. I mean

10 it's always going to be changing. Even just recently,

11 where we're working with New Jersey DOT as part of

12 work that they're doing where we have property that's

13 been recently divested; that information, once we get

14 the agreement, will be incorporated. We have Pennoni

15 Associates on board for another three years for

16 maintenance so that we'll just scan the document and

17 they'll put it on the system. But that's the intent,

18 as Mr. Venuto indicated, that every individual who

19 needs access can have access, but we don't see a need

20 for everybody to be able to just go through and make

21 changes. Access to the information is the value here,

22 not to be able to make changes.

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

1 CHAIRMAN FRATTALI: Any other questions? Good

2 job.

3 All right, the next item is Three Change

4 Orders. The first change order is Betsy Ross Bridge

5 Resurfacing and Approach Roadway Rehabilitation.

6 Mike?

7 MR. VENUTO: Yes, thank you. For these three

8 change orders, unforeseen conditions don't affect the

9 final -- it doesn't affect the contract amount.

10 The first one is on the Betsy Ross Bridge

11 Resurfacing and Approach Roadway. The original

12 contract amount is $17,816,499.56, of which $500,000

13 of that was unforeseen site conditions. We're looking

14 to allocate $45,837.75 of that unforeseen condition

15 money for three items that were not included in the

16 original scope of work.

17 One, we found some deteriorated compression

18 seals down at the Richmond Street area. Once we got

19 out there, it was deemed necessary by the project team

20 that the seals should be replaced while we're out

21 there doing the construction.

22 Another change order was a barrier replacement

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

1 for a drop-off condition. The contract is clear where

2 the barrier, a hard barrier, goes. When we added it,

3 we found an area that needed additional excavation,

4 more than what we anticipated. The drop off now

5 becomes unsafe, so we want to move a fixed barrier in

6 that area.

7 And the third item is removement -- pavement

8 removal for a slab under construction. The contract

9 plans and specs only identify doing paving and

10 reconstruction within certain limits. Under the slab

11 -- where the joint is, we found some deterioration of

12 concrete that we didn't anticipate and that's part of

13 this contract as well -- part of this change order as

14 well.

15 CHAIRMAN FRATTALI: Any questions?

16 All right, the next change order is

17 PATCO-21-E, Track Rehabilitation Across the Ben

18 Franklin Bridge.

19 MR. VENUTO: Yes, sir. This has been an

20 ongoing project. The original contract value is

21 $102,800,314, of which $500,000 was unforeseen

22 conditions. In this case, we're not going to allocate

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

1 the unforeseen condition money. This contract -- this

2 change order is 16 specific items, six additional --

3 six adjustments to additional existing items and 10

4 new contract items. But what's happening here is that

5 we have some line items in the contract that are not

6 going to be utilized.

7 For instance, in this case, we had incentive

8 money in the contract for early completion of Stage 1.

9 We did not expend that money. There have been a number

10 of changes, unforeseen conditions, and additions in

11 work deemed necessary while we were out there -- again

12 16 specific items; for instance, temporary anchorage

13 platforms needed to gain access inside the anchorage.

14 In the original bid documents, in the original

15 discussions, we had told them that they could access

16 with man lifts and things like that. But, once we got

17 in there to do the work, the area wasn't really

18 accessible to the equipment they work with, so they

19 had to build platforms. So this represents the cost

20 just to build those platforms, less what it would cost

21 to access it by equipment.

22 There were a couple of areas where we found

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

1 some unforeseen conditions; where additional concrete

2 repair was necessary in the anchorages once we got the

3 tracks up. Same issue with some steel; once we took

4 the tracks up there were areas that were not able to

5 be seen or inspected prior to construction when we

6 made the plans and specs,that you don't see until

7 you're actually out there. So these are -- those are

8 some of the items in there.

9 Also we had some obstructions, underground

10 obstructions that we found once we started excavating

11 for duct bank and things like that. We found some

12 concrete or some pipes that were not shown on the as-

13 built drawings.

14 One of the other big items was Camden Yard

15 drainage improvements. We did a significant amount of

16 improvements in the Camden Yard, in the electrical

17 area, new power boxes and things like that. we were

18 working with the PATCO Way and Power folks and

19 determined that the drainage in that area is not the

20 greatest. We were concerned that putting all this new

21 electrical equipment in that location and then having

22 some ponding and things later; so we want to improve

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

1 the drainage in that area while we're in there

2 working.

3 Lastly, there are some -- two more items. One

4 is that there are a number of as-built quantity items.

5 For instance, we have unit prices in the contract for

6 electrical cable, things like that. With those unit

7 quantity items, we do a plus and minus as the contract

8 goes on, so we have some additions and subtractions --

9 actually, more additions to unit prices that were

10 already contract values, so we're adding linear feet

11 or of cable, things like that.

12 And then, while we were up on the platform, we

13 found some interference of some of the structural

14 steel as the bridge moves. We found some interference

15 where some steel, where this area is actually a safety

16 issue that we found while we had unprecedented access

17 to some of the areas, so we want to make a couple --

18 some steel modifications while we have access to these

19 areas to prevent more free movement of some of the

20 bridge deck.

21 CHAIRMAN FRATTALI: How much do you want,

22 Mike? It's never a problem.

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

1 MR. VENUTO: So in the end -- and we also took

2 the $100,000 credit for allowing them to close Lane 1

3 during the summertime outage. We achieved a credit

4 there from the contract because they didn't use the

5 traffic control. So this change order incorporates

6 that $100,000 credit.

7 And we're taking $869,390 from the early

8 completion incentive that we're not going to use on

9 the project to fund this entire change order.

10 CHAIRMAN FRATTALI: All right, the last change

11 order --

12 MR. RINK: Oh, real quick, real quick just to

13 update, we're about halfway through the consecutive

14 outage we granted RCC on that and they're on schedule

15 to complete that by Labor Day. So, just an update for

16 the commissioners and the committee. They are

17 proceeding. They're about halfway through the outage.

18 Things are going well and they'll be ready to complete

19 before Labor Day.

20 CHAIRMAN FRATTALI: Great. The next change

21 order is the Commodore Barry Bridge Painting, Phase 1.

22 MR. VENUTO: Yes, sir. The original contract

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

1 value was $19,736,000, of which $500,000 was for the

2 site conditions. We are looking to utilize $375,000

3 of that money.

4 When the design drawings were put out and the

5 way the containment was shown, it appears we are going

6 to miss the backside of the parapet. There is a

7 section, due to the way the containment is anchored,

8 where there is going to be a strip where we're

9 actually going to miss painting it the way it's laid

10 out. We uncovered that prior to the containment going

11 up. It would be very difficult to come back later and

12 paint the backside of that barrier.

13 So what we'd like to do is extend that

14 containment down and have them paint that barrier

15 while they're here. The price, $375,000 is fair and

16 reasonable. We vetted it through our consultant. It

17 was significantly less than where they started. But

18 we think we have a price now. We think that it is

19 appropriate to do it now, rather than coming back in

20 the future, because it would be difficult to it then.

21 CHAIRMAN FRATTALI: Right. The last item of

22 the day is the Spending Track.

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

1 MR. VENUTO: Yes, sir. So, at this time, by

2 the end of June -- oh, I'm sorry -- yeah, by June, we

3 anticipate spending about $56 million. We are at

4 about $36 million/$36.5 million, at this time. You

5 know, we've talked about before that we have a few

6 projects that got a late start, but we are trending in

7 the upward direction where we're spending sort of more

8 this part of the year than -- we're still a little

9 behind in some of these months, like I said, the car

10 overhaul is a little bit behind. The painting got a

11 late start. So we expect that we'll start picking up

12 as the summer months move through.

13 CHAIRMAN FRATTALI: All right, any questions?

14 Jim and I have got to negotiate a raise for this extra

15 work I do with this committee.

16 (Laughter)

17 CHAIRMAN FRATTALI: All right, at this time, I

18 need a motion to adjourn.

19 BOARD CHAIRMAN BOYER: So moved.

20 CHAIRMAN FRATTALI: And second?

21 COMMISSIONER DiANTONIO: Second.

22 CHAIRMAN FRATTALI: All in favor?

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

1 ALL: Aye.

2 CHAIRMAN FRATTALI: Any opposed? We're

3 adjourned.

4 (Whereupon, the meeting adjourned.)

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

1 CERTIFICATE

2 This is to certify that the attached 3 proceedings before the Delaware River Port Authority 4 Operations and Maintenance Committee on August 5, 5 2015, were held as herein appears, and that this is 6 the original transcript thereof for the file of the 7 Authority. 8

9 FREE STATE REPORTING, INC.

10

11 ______Tom Bowman 12 (Official Reporter) 13

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

ITEM NO. PATCO-15-021 SUBJECT: Contract No. PATCO-54- 2014, Replacement of Rectifier Transformers Phase II and Lindenwold Emergency Diesel Generator

COMMITTEE: Operations & Maintenance

COMMITTEE MEETING DATE: August 5, 2015

BOARD ACTION DATE: August 19, 2015

PROPOSAL: That the Board authorizes staff to negotiate a construction contract with the firm of Scalfo Electric, Inc. to perform the PATCO Replacement of Rectifier Transformers Phase II and Lindenwold Emergency Diesel Generator project construction.

Amount: $2,369,000.00

Contractor: Scalfo Electric, Inc. 3539 N. Mill Rd. Vineland, NJ 08360

Other Bidders: Wescott Electric Company $2,494,000.00 Carr & Duff, Inc. $2,698,000.00

Engineers Estimate: $2,500,000.00

PURPOSE: The work to be completed under this contract consists of all work required to procure and install eight (8) new rectifier transformers at Ferry Avenue, Collingswood, Ashland East and Lindenwold substations [two (2) at each substation]. The scope shall also include all work required to procure install one (1) new auxiliary transformer, one (1) automatic transfer system, and one (1) new emergency diesel generator in Lindenwold substation, new 480V cable to Lindenwold shop, as well as circuit-breaker replacements in Lindenwold shop.

BACKGROUND: Rectifier transformers were replaced in the first phase of replacements in 2012 through 2013 at Haddonfield, Ashland West and Center Tower substations, where failures of transformers had occurred and traction-power redundancy had been lost. The remaining rectifier transformers at the remaining substations of the same design will be replaced under PATCO-54-2014 to avoid similar transformer failures and to make the substations uniform in SUMMARY STATEMENT Contract No. PATCO-54-2014, O&M 8/5/14 Replacement of Rectifier Transformers Phase II and Lindenwold Emergency Diesel Generator ______

construction, as they were previous to the first phase of transformer replacements. In addition, two (2) auxiliary transformers providing power to Lindenwold shop and office facilities will be replaced with one (1) auxiliary transformer and one (1) emergency generator, upgrading capacity and providing more reliable back-up power in the event of a utility failure. The rectifier and auxiliary transformers are original to the construction of the PATCO line and have reached the end of their useful lives.

The project was publicly advertised and bid documents were offered to the public beginning on June 15, 2015 with a bid opening date of July 16, 2015. Seven (7) sets of documents were sold. A total of three (3) bids were received. The low responsive and responsible bid was submitted by Scalfo Electric, Inc. in the amount of $2,369,000.00.

Staff has completed the evaluation of bids and recommends that the contract be awarded to Scalfo Electric, Inc., in the amount of $2,369,000.00 as the low responsive and responsible bidder.

SUMMARY: Amount: $2,369,000.00 Source of Funds: 2013 Revenue Bonds Capital Project #: PD1204 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Eighteen (18) months Other Parties Involved: N/A Estimated Number of Jobs Supported: 10 PATCO-15-021 Operations & Maintenance Committee: August 5, 2015 Board Date: August 19, 2015 Contract No. PATCO-54-2014, Replacement of Rectifier Transformers Phase II and Lindenwold Emergency Diesel Generator

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority accepts the bid of $2,369,000.00 to replace the rectifier transformers at Ferry Avenue, Collingswood, Ashland East and Lindenwold substations and the auxiliary transformers at Lindenwold substation, and that the proper officers of the Authority be and hereby are authorized to negotiate a contract with Scalfo Electric, Inc. for the required work in an amount not to exceed $2,369,000.00, 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: $2,369,000.00 Source of Funds: 2013 Revenue Bonds Capital Project #: PD1204 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Eighteen (18) months Other Parties Involved: N/A Estimated Number of Jobs Supported: 10 SUMMARY STATEMENT

ITEM NO.: PATCO-15-022 SUBJECT: Construction Monitoring Services for Contract No. PATCO-54- 2014 Replacement of Rectifier Transformers Phase II and Lindenwold Emergency Diesel Generator

COMMITTEE: Operations and Maintenance

COMMITTEE MEETING DATE: August 5, 2015

BOARD ACTION DATE: August 19, 2015

PROPOSAL: That the Board authorizes staff to negotiate an agreement with Jacobs Engineering Group Inc. provide construction monitoring services for Contract No. PATCO-54-2014, Replacement of Rectifier Transformers Phase II and Lindenwold Emergency Diesel Generator.

Amount: $241,881.00

Consultant: Jacobs Engineering Group Inc. 1700 Market Street, Suite 1000 Philadelphia, PA 19103

Other Consultants: Remington & Vernick Engineers The Burns Group

Engineers Estimate: $241,600.00

PURPOSE: To provide full-time, on-site construction monitoring services for the Phase II Replacement of Rectifier Transformers and Lindenwold Emergency Diesel Generator contract. The services will include a full-time Resident Engineer and support inspection staff for inspecting all contract field activities and monitoring the contractor’s compliance with the plans and specifications.

BACKGROUND: The work to be completed under Contract No. PATCO-54-2014 includes installation of eight (8) new Rectifier Transformers at the following substation locations: Ferry, Collingswood, Ashland East and Lindenwold. The scope shall also include all work required to install one (1) new Auxiliary Transformer, (1) automatic transfer systems, one and (1) new Emergency Diesel Generator in Lindenwold substation, new 480V cable to Lindenwold Shop as well as modifications in Lindenwold shop. SUMMARY STATEMENT Construction Monitoring Services for Contract No. O&M 8/5/15 PATCO-54-2014 Replacement of Rectifier Transformers and Lindenwold Emergency Diesel Generator ______

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 March 24, 2014. Three (3) 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.

Jacobs Engineering Group Inc. was the highest technically ranked firm. The proposed Project Manager has previous experience with substation projects and has been very responsive on past DRPA projects. The proposed Resident Engineer has over 35 years’ experience in similar size substation projects. Jacobs’ Inspection Team has many years’ experience inspecting substation/replacement of transformers similar to those required for this contract. Overall, the team assembled by Jacobs was found to possess the necessary experience and qualifications to successfully complete the project.

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

It is recommended that an engineering services agreement be negotiated with Jacobs for the costs and associated fees not to exceed $241,881.00 to provide engineering services in accordance with the Request for Proposal.

SUMMARY: Amount: $241,881.00 Source of Funding: 2013 Revenue Bonds Operating Budget: N/A Capital Project #: PD1204 Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Eighteen (18) Months Other Parties Involved: N/A DRPA-15-022 Operations & Maintenance Committee: August 5, 2015 Board Date: August 19, 2015 Construction Monitoring Services for Contract No. PATCO-54-2014 Replacement of Rectifier Transformers Phase II and Lindenwold Emergency Diesel Generator

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority accepts the Proposal of Jacobs Engineering Group Inc. to provide Construction Monitoring Services for Contract No. PATCO-54-2014, Replacement of Rectifier Transformers Phase II and Lindenwold Emergency Diesel Generator and that the proper officers of the Authority be and hereby are authorized to negotiate an Agreement with Jacobs for an amount not to exceed $241,881.00, 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: $241,881.00 Source of Funding: 2013 Revenue Bonds Operating Budget: N/A Capital Project #: PD1204 Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Eighteen (18) Months Other Parties Involved: N/A MEMORANDUM

DELAWARE RIVER PORT AUTHORITY of Pennsylvania & New Jersey

TO: O&M Committee Members FROM: Michael P. Venuto, Director of Engineering/Chief Engineer, Engineering SUBJECT: Professional Service Selection for Construction Monitoring Services for DRPA Contract No. PATCO-54-2014, Replacement of Rectifier Transformers Phase II and Lindenwold Emergency Diesel Generator Technical Proposal Evaluation, Findings and Recommendation Report DATE: August 5, 2015

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 April 17, 2014.

Policy 303a outlines the procedure for Request for Proposal selection of consultants by the Engineering Department. The SOQ evaluation serves as a method for developing a “short list” of firms to receive a Request for Proposal (RFP). The Review Committee evaluated the SOQ’s and recommended soliciting Technical and sealed Price Proposals from the top ranked firms: The Burns Group, Jacobs Engineering Group, and Remington & Vernick Engineers.

The short listed firms were sent a RFP on August 22, 2014. The Technical Proposals and separate sealed Price Proposals were received on September 23, 2014 from The Burns Group, Jacobs Engineering Group, and Remington & Vernick Engineers. The Review Committee, consisting of three (3) staff engineers, reviewed and evaluated the Technical Proposals.

Jacobs Engineering Group, Inc. was the highest technically ranked firm. The proposed Project Manager has previous experience with substation projects and has been very responsive on past DRPA projects. The proposed Resident Engineer has over 35 years’ experience in similar size substation/transformer replacement projects. Overall, the team assembled by Jacobs was found to possess the necessary experience and qualifications to successfully complete the project.

The Review Committee recommended that the Price Proposal be opened and negotiations commence using other recommended firm’s Price Proposals and the Engineer’s Estimate in the amount of $241,600, as a guide. Price Proposals were opened on October 29, 2014.

The Technical Proposal rankings, proposed hours and fees of these firms, along with the Engineer’s estimate of hours are shown on the following table: Original Price Negotiated Rank Firm Hours Proposal Hours Fee Engineer’s Estimate 2,200 $241,600.00 1 Jacobs 2,716 $290.629.00 2,248 $241,881.00 2 Remington & Vernick 2,212 $245,449.00 3 Burns 3,044 $368,200.00

The Engineer’s estimate is $241,600 with the total estimated 2,200 hours.

Upon reviewing the recommended firm’s cost proposals, it was determined that the Burn Group’s cost proposal was much higher than the Engineer’s estimate and an over-estimate of inspection time including the inspector. This was a result of the estimated man-hours (844) being higher than the Engineer’s estimate (2,200), and the higher overhead rate of 1.48.

Jacobs’ cost proposal was the second higher than the Engineer’s estimate and an over-estimate of inspection time including the resident engineer and the inspector and the expense. This was a result of the estimated man-hours (526) being higher than the Engineer’s estimate (2,200). The overhead rate is approximately 0.96.

R&V’s cost proposal was close to the Engineer’s estimate. The overhead rate is approximately 1.005.

:cdj cc: M. Venuto, J. Viniski, A. Patel, Review Team SUMMARY STATEMENT

ITEM NO.: PATCO-15-023 SUBJECT: Woodcrest Station Shredding Event

COMMITTEE: Operations & Maintenance

COMMITTEEMEETINGDATE: August5,2015

BOARDACTIONDATE: August19,2015

PROPOSAL: That the Board permit Camden County to hold a shredding event at Woodcrest Station parking lot on October 24, 2015, with all DRPA/PATCO expenses incurred to provide support services to be reimbursed by Camden County.

PURPOSE: To obtain Board approval for Camden County to hold a shredding event in the parking lot and to provide support services for traffic control.

BACKGROUND: Camden County offers residents the peace of mind of having their documents shredded. In 2014 the Board approved the use of Woodcrest Station parking lot for this annual event through PATCO-14-035.

Camden County has again requested the use of Woodcrest Station parking lots for a shredding event for county residents. DRPA/PATCO would provide support services, primarily through public safety officers who would control traffic into, out of, and around the event, and Way & Power staff who would set up and later remove barricades. Staff is seeking authority to permit Camden County to hold their event on the site on October 24, 2015. DRPA/PATCO will track all its costs and submit them to Camden County for reimbursement. Costs are anticipated to total less than $2,000.

SUMMARY: Amount: $2,000 (to be totally reimbursed by Camden County) Source of Funds: N/A Operating Budget: N/A Capital Project #: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: Camden County PATCO-15-023 Operations & Maintenance: August 5, 2015 Board Date: August 19, 2015 Woodcrest Station Shredding Event

RESOLUTION

RESOLVED: That the Board permits Camden County to hold a shredding event at the PATCO Woodcrest Station on October 24, 2015, and

RESOLVED: That the board authorizes DRPA/PATCO to provide support services for the shredding event with all associated DRPA/PATCO costs to be reimbursed by Camden County, at a cost not to exceed $2,000.

SUMMARY: Amount: $2,000 (to be totally reimbursed by Camden County) Source of Funds: N/A Operating Budget: N/A Capital Project #: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: Camden County SUMMARY STATEMENT

ITEM NO.: PATCO-15-024 SUBJECT: General Consulting Services Contract – PATCO Safety and Security

COMMITTEE: Operations and Maintenance

COMMITTEE MEETING DATE: August 5, 2015

BOARD ACTION DATE: August 19, 2015

PROPOSAL: That the Board authorizes staff to negotiate Agreements with the following two (2) firms to provide General Consulting Services relating to PATCO safety and security efforts and requirements.

Amount: Up to $390,000.00

Consultants: Transportation Resource Associates, Inc. 1608 Walnut Street Philadelphia, PA 19103

STV, Inc. 1818 Market Street, Suite 1401 Philadelphia, PA 19103

Other Proposer(s): Gannett Fleming Transit & Rail Services Mt. Laurel, NJ

PURPOSE: To retain professional consulting firms to provide expertise to PATCO in the areas of transit safety and transit security to supplement internal staff with efforts to comply with regulatory and oversight agencies’ regulations and requirements.

BACKGROUND: As a mass transit provider, PATCO operates in a highly regulated environment. As such, it is required to be in compliance with regulations promulgated by numerous agencies, among which are the Federal Transit Administration (FTA), New Jersey Department of Transportation, the Transportation Security Administration, and the Department of Homeland Security, to name a few. In addition, the FTA has been granted authority to directly regulate safety at rail transit agencies and is in the process of promulgating new standards to that end. The American Public Transportation Association (APTA) also maintains safety standards for the rail transit industry. Compliance with APTA’s standards is voluntary but demonstrates that PATCO’s operations are on par with similar agencies across the country. In addition to having written, specific, detailed plans and procedures covering a multitude of areas related to both safety and security, PATCO must implement, document, practice, and drill in each of these SUMMARY STATEMENT -2- General Consulting Services Contract - O&M:8/5/15 PATCOSafetyandSecurity

specific areas. The effort to maintain compliance in all of these areas requires a continuous effort with expertise in many disciplines. PATCO has attempted to accomplish these efforts with in-house safety and security staffs and has determined that additional expertise is required. The DRPA Engineering Department has used General Engineering Consultants for years to provide expertise that is otherwise not available on staff. PATCO has seen that this model works well for securing the expertise needed in the safety and security areas.

Similar to the Engineering Department’s General Engineering Consultant program, staff is recommending that a contract be awarded to two firms: Transportation Resource Associates and STV, Inc. Using two firms broadens the areas of expertise available to PATCO and introduces an element of competition for individual Task Orders. Assignments will be issued to one (1) of the two (2) firms depending on their particular expertise and availability of staff.

PATCO publicly advertised its intent to retain a consultant(s) and invited interested firms to submit responses to the Request for Proposals. Three (3) firms responded. Staff representing PATCO Safety reviewed the proposals and the cost information submitted by the proposers. Based on the review by the committee, the firms selected were the most responsive to the Authority’s need for general consulting services in the area of safety and security.

It is recommended that the Board authorize staff to negotiate an Agreement with Transportation Resource Associates and STV, Inc. for General Consulting Services to PATCO in the area of safety and security in an amount not to exceed $390,000 for a three (3) year period. Upon approval of the Board, agreements will be executed with these firms to provide general consulting services in accordance with the Request for Proposal.

SUMMARY: Amount: $390,000.00 Source of Funding: Operating Budget: Portion of $130,000 per year based on assignment Capital Project #: Portion of $130,000 per year based on assignment Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Three (3) years Other Parties Involved: N/A PATCO-15-024 Operations and Maintenance Committee: August 5, 2015 Board: August 19, 2015 General Consulting Services Contract PATCO Safety and Security

RESOLUTION

RESOLVED: That the Board of Commissioners accepts the Proposals of Transportation Resource Associates, Inc. and STV, Inc. to provide General Consulting Services in the areas of transit safety and transit security for the PATCO system and that the proper officers of the Authority be and hereby are authorized to negotiate Agreements with these firms for an amount not to exceed $390,000.00, as per the attached Summary Statement; and be it further

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

SUMMARY: Amount: $390,000.00 Source of Funding: Operating Budget: Portion of $130,000 per year based on assignment Capital Project #: Portion of $130,000 per year based on assignment Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Three (3) years Other Parties Involved: N/A NEW BUSINESS SUMMARY STATEMENT

ITEM NO.: PATCO-15-025 SUBJECT: Consideration of Pending PATCO Contracts (Between $25,000 and $100,000)

COMMITTEE: New Business

COMMITTEEMEETINGDATE: N/A

BOARD ACTION DATE: August 19, 2015

PROPOSAL: That the Board consider authorizing staff to enter into contracts as shown on the Attachment to this Resolution.

PURPOSE: To permit staff to continue and maintain 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-15-025 New Business: August 19, 2015 Board Date: August 19, 2015 Consideration of Pending PATCO Contracts (Between $25,000 and $100,000)

RESOLUTION

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

SUMMARY: Amount: N/A Source of Funds: See Attached List Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A CONSIDERATION OF PENDING PATCO CONTRACTS (BETWEEN $25,000 - $100,000) – AUGUST 19, 2015

Item# Vendor/Contractor Description Amount ProcurementMethod BidsReceived BidAmounts SourceofFunds 1 Prime Group Remediation, Inc. Emergency Procurement $36,000.00 Emergency Procurement - see 1. Prime Group Remediation, Inc. 1. $36,000.00 General Fund Philadelphia, PA for Asbestos removal and attached Emergency Philadelphia, PA encapsulation in seventy- Procurement Memo marked as six (76) non-overhauled Exhibit "1". Emergency cars. procurement executed in accordance with DRPA By- Laws Article XIIC (8) CEO Administrative Powers. Chairman and Vice Chairman approval was secured prior to emergency purchase.

2 American Public Transportation Annual APTA Membership $35,028.00 Membership - Membership 1. American Public Transportation 1. $35,028.00 General Fund Association (APTA) dues for PATCO. The dues are based on a transit Association (APTA) Washington, DC American Public system's operating expenses Washington, DC Transportation for the most completed year. Association is the transit PATCO has been a member of industry's trade APTA for many years and has organization. Its members benefited from the peer reviews include more than 300 and safety audits. transit systems from around the country. The benefits of the APTA membership include but are not limited to: peer reviews, safety audits, rail standards development, training, professional development workshops, expos and access to a wealth of national and international transit information.