DELAWARE RIVER PORT AUTHORITY & PORT AUTHORITY TRANSIT CORP.

BOARD MEETING

Wednesday, January 16, 2019 9:00 a.m.

One Port Center Board Room Camden, NJ

John T. Hanson, Chief Executive Officer

DRPA BOARD

DELAWARE RIVER PORT AUTHORITY BOARD MEETING

Wednesday, January 16, 2019 at 9:00 a.m. One Port Center Board Room Camden, New Jersey

ORDER OF BUSINESS

1. Roll Call

2. Public Comment

3. Report of the CEO – January 2019

4. Report of the CFO

5. Approval of December 5, 2018 Board Meeting Minutes

6. Monthly List of Previously Approved Monthly List of Payments of November and December 2018

7. Monthly List of Previously Approved Purchase Orders and Contracts of December 2018

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

9. Adopt Resolutions Approved by Operations & Maintenance Committee of January 8, 2019

DRPA-19-001 DRPA/PennDOT Grant Reimbursement

DRPA-19-002 Contract No. CB-36-2018, Commodore Barry Bridge Chester Substation Replacement

DRPA-19-003 Design Services for DRPA Maintenance Facilities Space Planning Services

DRPA-19-004 Alstom Transportation Incorporated – Repair Of Damaged PATCO Car Sole Source

10. Approval of Labor Committee Meeting Minutes of January 8, 2019

11. Approval of Finance Committee Meeting Minutes of January 9, 2019 12. Unfinished Business

13. Citizens Advisory Committee Report

14. New Business

DRPA-19-005 Consideration of Pending DRPA Contracts (Between $25,000 and $100,000)

15. Adjournment

CEO REPORT

Report of the Chief Executive Officer

January 16, 2018

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

To the Commissioners:

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

STEWARDSHIP

Annual Year-in-Review & Look Ahead Media Briefing

The 2018 Year-in-Review and 2019 Look Ahead was held on Monday, January 7. Vice Chairman Jeff Nash and I stated the DRPA is in excellent financial shape and relayed that bridge tolls will remain at their current levels until at least 2021, and possibly beyond. Current and upcoming improvement projects were discussed as well as a plan to eliminate the Authority’s debt through continued “pay-go” capital funding, and no new debt issuances. The meeting was attended by executive staff, as well as members of the media including 6ABC, The Courier-Post, The Philadelphia Inquirer, KYW Newsradio and the Philadelphia Business Journal.

Enhanced Customer Communications The Corporate Communications department recently launched a monthly email newsletter, Eastbound/Westbound, to keep our customers and community up-to-date with the latest happenings at the Authority.

The latest issue received positive feedback from a New Jersey customer who was grateful for all the news and information included in the newsletter. “What a nice email I received … simply sharing DRPA & PATCO peace and goodwill,” the e-mail read. The customer enjoyed reading about the success of the “Adopt-a-Family” initiative, as well as the annual toy drive and PATCO’s Silver Sleigh train ride. In addition, she was thrilled to learn about the new Youth Exploration Program (YEP) initiative and shared that her son is fascinated with the Ben Franklin Bridge. She ended the e-mail by expressing her gratitude for all the employees who worked during the holidays and offered thanks to the DRPA and PATCO for providing safe travel every day.

The email distribution list currently has more than 4,000 subscribers and the department will continue to promote and grow the list. To sign up, visit http://www.drpa.org/news/newsletter.html.

More than $350M paid to certified M/W/DBE & VOBs since 1994 The Authority’s award-winning M/W/DBE Programs continue to be a source of great pride. Since 1994, the year the Authority implemented its nondiscrimination programs, we have paid over $350 million to certified Minority/Women/Disabled Enterprises and Veteran-Owned Businesses, without using set-asides. This success is due to the Board leadership, and the CEO and staff’s steadfast commitment to fairness and equity, diversity and inclusion, and the principles of equal contracting and employment opportunities for all. Collaborative outreach efforts and transparency by the Office of Business Development & Equal Opportunity (OBD&EO) of the Administration Division, the Engineering Division, Purchasing and Contract Administration Departments are key to this success. In 2018, we were recognized by the Women’s Business Enterprise Council (WBEC), with the ‘Done Deals Award” for $1.1 million in payments to WBEC certified WBE’s (19 ‘Done Deals’). DRPA was also a top three finalist in the ‘Partner of the Year Award’, a distinction for corporations who work to further the efforts of women-owned businesses. The other finalists were Ricoh USA, Inc., and Day and Zimmerman (the recipient). SERVICE

DRPA Officers, PATCO Riders Join Forces for Student Toy Giveaway

Thanks to the kindness of PATCO riders and the generosity of officers with the Delaware River Port Authority who volunteered their time, several hundred area students experienced a brighter holiday season.

Officers with the Penn-Jersey FOP Lodge 30 held their annual Christmas lunch and toy giveaway at Holy Name School in Camden, New Jersey on December 12, 2018.

Approximately 150 students in kindergarten through eighth grade enjoyed pizza and ice cream treats, all served by the officers, all of whom work for the DRPA. After lunch, Santa arrived, and each student was given the opportunity to pick out a brand-new toy.

Toys were donated by riders of PATCO. Donation bins were placed in PATCO’s train stations and riders overwhelmingly stepped up to the plate during a month-long toy drive. Officers with Penn-Jersey FOP Lodge 30 have been hosting the event for nearly a decade. Authority Employees Bring Joy to Local Families

The Human Resource Services and Customer Service Departments once again spearheaded the Authority’s annual “Adopt a Family” initiative. The program ran from November 26 through December 17. Participating agencies included: Delaware County Youth and Family Services; The Borough of Westville, NJ; National Park, NJ (Giving Tree); Camden Rescue Mission; Impact Services of Philadelphia and Catholic Social Services of Philadelphia. Pictured (L to R) from our Finance Department with toy The names of 16 local families in need were donations are Jennifer DePoder, Brenda Kuesel, Kawanza Thurston, Audrey Pierce, Michele Hinchliffe and Anne Bardsley. provided to us from the local agencies and were matched up with participating employees. Through this initiative, families were provided with items they needed, but for one reason or another were unable to provide for themselves. As in the past, our generous employees made a significant impact on the lives of those in need.

Participation was completely voluntary, and the response was overwhelming. The agency representatives who came to collect the presents were speechless as they saw the abundance of gifts provided by the employees.

As we have seen in the past, the combined efforts of employees throughout the Authority, which exemplify our shared values “Community Stewardship” and “Humility”, have been overwhelming and so appreciated by the families, and clearly show that we recognize the importance of “service to the community”. Our employees showed the families what the Spirit of Giving really looks like. Their generosity allowed those families to forget their troubles for a brief time and enjoy the Holiday. United Way of Greater Philadelphia and Southern New Jersey Campaign

I would like to thank each of the DRPA and PATCO donors to the 2018 United Way of Greater Philadelphia and Southern New Jersey campaign. The United Way’s focus again this year is an important one - the eradication of intergenerational poverty.

I am proud to report that we raised $28,442.55, with $18,860.56 being donated to the United Way Impact Fund. The Impact Fund moves the needle against poverty in a holistic, sustainable way.

COMMUNITY

Youth Exploration Program

On December 12, Chief Engineer Mike Venuto, Senior Engineer Elisabeth Klawunn and Community Relations Manager Darlene Callands participated as judges during the unveiling of Mastery Camden East Charter School Makers Space. Staff shared information regarding the Delaware River Port Authority and our commitment to serve the community with students, parents and school administers. The Makers Space is an innovative hands-on room where students are challenged in the areas of STEAM.

As part of the competition students were divided into three groups. One group was asked to build a boat our of foil and tape which was tested on the ability to float in a pail of water while Chief Engineer Mike Venuto addresses students from Mastery Camden East Charter School. holding cargo; the other group built two bridges out of cardboard and tape which were tested with the weight of books; the last group used K’nex to build robots without instruction and was tested on its functionality. Recent Benjamin Franklin Bridge Special Lightings As part of our community stewardship with regional non-profits, and to show regional pride in our area professional teams, we were pleased to provide special lighting on the Benjamin Franklin Bridge for the follow occasions and organizations in December of 2018 and January 2019 to date: • Hanukkah (December 2-6, December 8-10) • Pearl Harbor Day (December 7) • Children’s Hospital of Pennsylvania (CHOP) “Seasons of Lights” • Christmas (December 25) • Kwanzaa (December 26-30) • New Year’s Eve (December 31) • New Year’s Day (January 1) • Philadelphia Eagles “Eagles Light the Sky Campaign (January 3-6, January 8-13)

AROUND THE AUTHORITY

AmeriHealth of NJ Healthcare Renewal for 2019 at less than a 3% increase In September of 2018, the Board passed a Resolution for the annual renewal of a quality healthcare benefits medical and prescription coverage package for active benefit-eligible employees, retirees under the age of 65, and their eligible dependents with AmeriHealth of NJ that totaled only a 2.98% increase. With fiscal responsibility as a top priority, holding the line on premium increases is a significant accomplishment given the current medical trend and the climate of high insurance renewals nationwide.

Increase in Bridge Property Damage Loss Limit from $700M to $950M In October of 2018, the Board passed a Resolution at staff recommendation to increase the bridge property damage loss limit from $700 M to $905 M with no additional premium. The increased loss limit reduces DRPA’s exposure to risks and ensures against physical damage and property loss to the four (4) bridges. It also insures against loss of revenue in the event of any interruption of toll revenue resulting from a covered peril. This effort supports of the Authority’s commitment to stewardship of our assets. ______

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

______

PATCO

______

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

______

Respectfully Submitted,

John T. Hanson Chief Executive Officer

REPORT OF THE CHIEF EXECUTIVE OFFICER ATTACHMENT 1 BRIDGE AND FINANCE

Activity for the Month of January 2018

Calls for Service: 67,363 Total Arrests: 150 Adults: 150 Juv.: CDS Arrests: 20 DWI Arrests: 25

Arrests: CBB:BFB:PATCO:3 27 92 BRB:WWB:3 25 Arrests NJ: 117 Arrests PA: 32

Reportable Accidents: CBB: 0 BFB:PATCO:5 13 BRB:WWB:0 8

Non Reportable Accidents: CBB: 2 BFB:PATCO:9 15 BRB:WWB:1 15

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

Incident Type CBBBFBPATCOBRBWWB Total 26 Assist-Routine PD Backup 1,288 4,887 4,733 1,260 3,935 16,143 33 MV Stop 2,302 3,832 656 2,652 5,602 15,094 35X Motorist/Patron Aid 742 1,058 2,522 744 1,295 6,374 25X Insufficient Funds 13 5 20 3 5,575 5,616 25 Escort 1,438 170 9 420 2,400 4,455 47 Disabled MV 457 664 34 527 1,407 3,104 86 Removal 1 746 2,166 1 17 2,932 88X Parking Viol./Compl. 181 2,395 2 4 2,584 90 Other PD Assist 134 269 897 66 211 1,601 46 Construction/Trades Backup 357 472 17 99 621 1,567 91 Ped Investigation/Stop 3 86 1,240 7 14 1,353 15 MV Accident 116 296 82 38 310 844 84 Check On Subject Well-being 15 100 458 11 38 622 79 Roadway Hazard/Station Hazard 97 106 9 160 170 542 25T Fare Problem 1 460 7 469 33C CV Stop 59 41 3 273 377 90M OPDA Medical 1 11 307 1 5 329 25EZ Easy Pass Redirect 5 5 2 299 311 12 Suspicious Person/Activity/Event 6 77 154 11 27 275 29 Alarm Activation 1 52 153 7 7 220 341F Property Found 1 4 195 2 6 210 56 Med Emerg/Injury Report 4 26 157 3 10 200 78X Toll Evasion/TOS 28 90 26 11 12 167 8 911 Hang Up/Mis-Dial 3 47 66 2 6 124 52 Erratic Driver/Unfit Motorist 22 31 1 11 56 121 38 Transport Courtesy 7 44 44 7 17 119 78 Toll Dispute 30 27 13 28 98 341L Property Lost 89 2 91 Activity for the Month of December 2018

Calls for Service: 67,363 Total Arrests: 207 Adults: 207 Juv.: CDS Arrests: 24 DWI Arrests: 32

Arrests: CBB:BFB:PATCO:68 113BRB:WWB: 5 21 Arrests NJ: 158 Arrests PA: 49

Reportable Accidents: CBB: 2 BFB:PATCO:6 7 BRB:WWB:0 10

Non Reportable Accidents: CBB: 3 BFB:PATCO:9 15 BRB:WWB:1 19

Accident with Injuries: CBB: 6 BFB:PATCO:6 5 BRB:WWB:5 6

Incident Type CBBBFBPATCOBRBWWB Total 71 Fight/Disturbance 1 11 65 6 83 16 Hit & Run 5 19 37 2 19 82 81 General Complaint 3 10 61 1 6 81 101 BOLO 6 25 28 3 7 70 64 Larceny/Theft 1 1 63 65 310 Bridge Damage/PATCO Damage 6 16 11 12 20 65 17P Permit Premises Entry 1 27 3 32 63 67 EDP (Emotionally Disturbed Person) 2 58 1 61 65 Vandalism/Criminal Mischief 1 3 44 2 50 17X Open/Secured Property 1 19 19 8 1 48 96 Slow Traffic 2 31 1 13 47 79X Debris Strike 6 15 9 16 46 74 Suicide Attempt 3 32 1 1 6 44 70 Animal Complaint 3 6 7 10 15 41 12U Unattended Package 2 39 41 98 Panhandling/Soliciting 36 36 14 Intoxicated Subject 1 35 36 101S BOLO Suicidal 6 14 9 5 2 36 83 Counterfeit 4 13 4 14 35 87 Trespassing 1 12 12 1 7 33 97 Traffic Pattern Adjust 2 8 12 8 30 34 Suspicious Vehicle 1 3 23 1 28 313 Complaint Against Police 18 9 27 77 Domestic 6 12 2 4 24 49 Investigate Location Conditions 3 2 13 5 23 56X Overdose 3 18 1 22 53 Abandoned Vehicle 4 4 4 3 6 22 11 Fire 3 3 9 4 2 21 Activity for the Month of November 2018

Calls for Service: 67,363 Total Arrests: 197 Adults: 197 Juv.: CDS Arrests: 30 DWI Arrests: 29

Arrests: CBB:BFB:PATCO:1 55 130BRB:WWB: 2 9 Arrests NJ: 156 Arrests PA: 40

Reportable Accidents: CBB: 3 BFB:PATCO:2 20 BRB:WWB:4 6

Non Reportable Accidents: CBB: 10BFB:PATCO: 15 14 BRB:WWB:0 13

Accident with Injuries: CBB: 3 BFB:PATCO:4 3 BRB:WWB:3 3

Incident Type CBBBFBPATCOBRBWWB Total 71X Harassment/Threats 1 14 15 56S Slip/Fall 1 12 13 TRN Train Problem Equipment/Mechanical 1 9 10 85X Assault 10 10 20 Stolen/Recovered Vehicle 1 8 1 10 65U Urinating/Defecating 1 8 9 25R Revenue Escort 1 6 7 92 Lost Load 3 1 2 6 90A ALCO OPDA 6 6 65X Lewdness 6 6 94 Police Presence 4 1 5 76 Missing Person 3 1 5 71R Road Rage 1 1 3 5 69 Juvenile Complaint 5 5 29E Elevator Alarm 5 5 91R Ped in Road/Tolls 1 1 2 4 48 Minor Incident 3 1 4 312 Complaint Against DRPA 1 1 2 4 212 Employe Injury 2 1 1 4 18 Robbery 4 4 75 Suicide Found 3 3 101L LOJACK Hit 3 3 1 Headquarters Assignment 3 3 88 Evacuation 2 2 77C Child Custody Exchange/Dispute 2 2 102 BOLO Recovered 2 2 90M OPDA Medical 1 1 73 Shooting/Gun Shots 1 1 Activity for the Month of October 2018

Calls for Service: 67,363 Total Arrests: 224 Adults: 221Juv.: 3 CDS Arrests: 29 DWI Arrests: 31

Arrests: CBB:BFB:PATCO:3 89 121BRB:WWB: 4 7 Arrests NJ: 176 Arrests PA: 47

Reportable Accidents: CBB: 3 BFB:PATCO:6 8 BRB:WWB:1 8

Non Reportable Accidents: CBB: 1 BFB:PATCO:12 13 BRB:WWB:2 23

Accident with Injuries: CBB: 3 BFB:PATCO:6 3 BRB:WWB:4 3

Incident Type CBBBFBPATCOBRBWWB Total 63 Narcotics Offense 1 1 39 Warrant Service 1 1 342 Illegal Activity 1 32 Fugitive Apprehension/Plan 1 1 309 Special Detail 1 1 17 Breaking & Entering 1 1 1 HQ 1 1 TRK Track Problem Equipment/Mechanical OPER Train Operator Problem 85 Past Assault 71X Harassment/Threats 345 Command Center Incident Event 28 Bomb Threat 212 Employee Injury

999 Generated In Error 0 83X Car Wash 0 82 Notification 0 80 Break 0 7 Pick Up 0 68 Wanted Check 0 60 Stolen Check/Wanted 0 59 MV Look Up 0 58 Drivers License Check 0 50X Leaving Jurisdiction 0 50C Court 0 5 Meet 0 49X Inspection Report 0 Activity for the Month of December 2018

Calls for Service: 7,924 Total Arrests: 207 Adults: 207 Juv.: CDS Arrests: 24 DWI Arrests: 32

Arrests: CBB:BFB:PATCO:68 113BRB:WWB: 5 21 Arrests NJ: 158 Arrests PA: 49

Reportable Accidents: CBB: 2 BFB:PATCO:6 7 BRB:WWB:0 10

Non Reportable Accidents: CBB: 3 BFB:PATCO:9 15 BRB:WWB:1 19

Accident with Injuries: CBB: 6 BFB:PATCO:6 5 BRB:WWB:5 6

Incident Type CBBBFBPATCOBRBWWB Total 26 Assist-Routine PD Backup 118 583 647 132 488 1,968 33 MV Stop 261 484 80 350 697 1,874 35X Motorist/Patron Aid 106 132 278 76 156 749 25X Insufficient Funds 1 4 520 525 86 Removal 109 370 1 1 481 88X Parking Viol./Compl. 24 421 445 25 Escort 133 15 2 47 198 396 47 Disabled MV 46 61 3 48 136 295 91 Ped Investigation/Stop 13 187 200 90 Other PD Assist 9 28 96 6 24 165 46 Construction/Trades Backup 21 26 15 41 103 15 MV Accident 8 29 10 3 37 87 90M OPDA Medical 2 72 1 77 84 Check On Subject Well-being 1 8 51 1 5 66 79 Roadway Hazard/Station Hazard 10 11 2 18 10 51 25T Fare Problem 45 1 47 25EZ Easy Pass Redirect 2 39 41 33C CV Stop 3 3 29 35 12 Suspicious Person/Activity/Event 1 6 22 3 32 341F Property Found 26 26 56 Med Emerg/Injury Report 22 1 2 25 29 Alarm Activation 8 10 3 21 8 911 Hang Up/Mis-Dial 3 10 13 65 Vandalism/Criminal Mischief 1 12 13 341L Property Lost 11 1 12 98 Panhandling/Soliciting 11 11 71 Fight/Disturbance 1 9 1 11 78 Toll Dispute 2 2 3 3 10 Activity for the Month of December 2018

Calls for Service: 7,924 Total Arrests: 207 Adults: 207 Juv.: CDS Arrests: 24 DWI Arrests: 32

Arrests: CBB:BFB:PATCO:68 113BRB:WWB: 5 21 Arrests NJ: 158 Arrests PA: 49

Reportable Accidents: CBB: 2 BFB:PATCO:6 7 BRB:WWB:0 10

Non Reportable Accidents: CBB: 3 BFB:PATCO:9 15 BRB:WWB:1 19

Accident with Injuries: CBB: 6 BFB:PATCO:6 5 BRB:WWB:5 6

Incident Type CBBBFBPATCOBRBWWB Total 81 General Complaint 9 9 101 BOLO 1 3 3 2 9 78X Toll Evasion/TOS 2 5 1 8 79X Debris Strike 1 2 2 2 7 52 Erratic Driver/Unfit Motorist 1 2 4 7 38 Transport Courtesy 1 5 1 7 310 Bridge Damage/PATCO Damage 2 2 3 7 14 Intoxicated Subject 7 7 74 Suicide Attempt 1 4 1 6 70 Animal Complaint 1 2 3 6 16 Hit & Run 1 4 1 6 83 Counterfeit 1 1 3 5 64 Larceny/Theft 1 4 5 17P Permit Premises Entry 3 2 5 96 Slow Traffic 1 1 2 4 67 EDP (Emotionally Disturbed Person) 4 4 12U Unattended Package 4 4 85X Assault 3 3 56X Overdose 3 3 56S Slip/Fall 1 2 3 34 Suspicious Vehicle 3 3 101S BOLO Suicidal 1 2 3 97 Traffic Pattern Adjust 1 1 2 90A ALCO OPDA 2 2 87 Trespassing 1 1 2 77 Domestic 1 1 2 65X Lewdness 2 2 65U Urinating/Defecating 1 1 2 Activity for the Month of December 2018

Calls for Service: 7,924 Total Arrests: 207 Adults: 207 Juv.: CDS Arrests: 24 DWI Arrests: 32

Arrests: CBB:BFB:PATCO:68 113BRB:WWB: 5 21 Arrests NJ: 158 Arrests PA: 49

Reportable Accidents: CBB: 2 BFB:PATCO:6 7 BRB:WWB:0 10

Non Reportable Accidents: CBB: 3 BFB:PATCO:9 15 BRB:WWB:1 19

Accident with Injuries: CBB: 6 BFB:PATCO:6 5 BRB:WWB:5 6

Incident Type CBBBFBPATCOBRBWWB Total 313 Complaint Against Police 1 1 2 29E Elevator Alarm 2 2 11 Fire 1 1 2 94 Police Presence 1 1 76 Missing Person 1 1 53 Abandoned Vehicle 1 1 49 Investigate Location Conditions 1 1 312 Complaint Against DRPA 1 1 17X Open/Secured Property 1 1

999 Generated In Error 0 83X Car Wash 0 82 Notification 0 80 Break 0 7 Pick Up 0 68 Wanted Check 0 60 Stolen Check/Wanted 0 59 MV Look Up 0 58 Drivers License Check 0 50X Leaving Jurisdiction 0 50C Court 0 5 Meet 0 49X Inspection Report 0 49V Vehicle Inspection 0 309T Training Assignment Detail 0 309 Special Detail 0 306 Enforcement Detail 0 302K K9 Sweep 0 Activity for the Month of November 2018

Calls for Service: 9,009 Total Arrests: 198 Adults: 198 Juv.: CDS Arrests: 29 DWI Arrests: 29

Arrests: CBB:1 BFB:55 PATCO: 132BRB: 2 WWB:9 Arrests NJ: 158 Arrests PA: 40

Reportable Accidents: CBB: 3 BFB:2 PATCO: 18 BRB:4 WWB:6

Non Reportable Accidents: CBB: 8 BFB:15 PATCO: 15 BRB:0 WWB:12

Accident with Injuries: CBB: 3 BFB:4 PATCO: 3 BRB:3 WWB:3

Incident Type CBB BFB PATCO BRB WWB Total 26 Assist-Routine PD Backup 156 668 707 154 530 2,220 33 MV Stop 300 535 125 364 746 2,085 35X Motorist/Patron Aid 119 152 306 104 165 847 25x Insufficient Funds 1 3 1 703 708 86 Removal 96 494 2 592 25 Escort 158 20 2 43 223 449 47 Disabled MV 57 81 5 58 144 347 88X Parking Viol./Compl. 10 329 1 341 91 Ped Investigation/Stop 9 205 1 1 216 90 Other PD Assist 17 23 106 5 21 176 46 Construction/Trades Backup 42 50 1 16 34 143 15 MV Accident 21 35 8 5 30 100 84 Check On Subject Well-being 2 9 65 2 5 83 90M OPDA Medical 1 1 77 79 25T Fare Problem 1 71 1 73 79 Roadway Hazard/Station Hazard 17 9 2 18 22 68 25EZ Easy Pass Redirect 2 45 47 96 Slow Traffic 1 29 4 34 12 Suspicious Person/Activity/Event 1 7 24 1 1 34 33C CV Stop 4 5 1 23 33 29 Alarm Activation 1 3 22 1 27 341F Property Found 1 21 1 23 56 Med Emerg/Injury Report 1 3 15 19 78X Toll Evasion/TOS 2 10 6 18 8 911 Hang Up/Mis-Dial 1 5 11 17 341L Property Lost 16 16 71 Fight/Disturbance 14 14 52 Erratic Driver/Unfit Motorist 2 5 2 4 13 Activity for the Month of November 2018

Calls for Service: 9,009 Total Arrests: 198 Adults: 198 Juv.: CDS Arrests: 29 DWI Arrests: 29

Arrests: CBB:1 BFB:55 PATCO: 132BRB: 2 WWB:9 Arrests NJ: 158 Arrests PA: 40

Reportable Accidents: CBB: 3 BFB:2 PATCO: 18 BRB:4 WWB:6

Non Reportable Accidents: CBB: 8 BFB:15 PATCO: 15 BRB:0 WWB:12

Accident with Injuries: CBB: 3 BFB:4 PATCO: 3 BRB:3 WWB:3

Incident Type CBB BFB PATCO BRB WWB Total 38 Transport Courtesy 3 5 3 2 13 81 General Complaint 1 1 8 1 11 78 Toll Dispute 4 3 4 11 67 EDP (Emotionally Disturbed Person) 10 1 11 16 Hit & Run 1 2 4 1 3 11 12U Unattended Package 9 9 310 Bridge Damage/PATCO Damage 1 1 3 2 1 8 17P Permit Premises Entry 3 1 4 8 101 BOLO 4 2 1 8 101S BOLO Suicidal 1 1 4 1 7 65 Vandalism/Criminal Mischief 4 2 6 34 Suspicious Vehicle 2 4 6 97 Traffic Pattern Adjust 1 3 1 5 83 Counterfeit 2 3 5 71X Harassment/Threats 5 5 64 Larceny/Theft 5 5 53 Abandoned Vehicle 3 1 1 5 17X Open/Secured Property 1 3 1 5 98 Panhandling/Soliciting 4 4 79X Debris Strike 2 1 1 4 74 Suicide Attempt 4 4 65U Urinating/Defecating 4 4 56S Slip/Fall 4 4 14 Intoxicated Subject 4 4 87 Trespassing 1 1 1 3 70 Animal Complaint 1 1 1 3 TRN Train Problem Equipment/Mechanical 2 2 91R Ped in Road/Tolls 2 2 Activity for the Month of November 2018

Calls for Service: 9,009 Total Arrests: 198 Adults: 198 Juv.: CDS Arrests: 29 DWI Arrests: 29

Arrests: CBB:1 BFB:55 PATCO: 132BRB: 2 WWB:9 Arrests NJ: 158 Arrests PA: 40

Reportable Accidents: CBB: 3 BFB:2 PATCO: 18 BRB:4 WWB:6

Non Reportable Accidents: CBB: 8 BFB:15 PATCO: 15 BRB:0 WWB:12

Accident with Injuries: CBB: 3 BFB:4 PATCO: 3 BRB:3 WWB:3

Incident Type CBB BFB PATCO BRB WWB Total 77 Domestic 1 1 2 49 Investigate Location Conditions 2 2 92 Lost Load 1 1 90M OPDA Medical 1 1 90A ALCO OPDA 1 1 88 Evacuation 1 1 71R Road Rage 1 1 65X Lewdness 1 1 56X Overdose 1 1 313 Complaint Against Police 1 1 212 Employe Injury 1 1 102 BOLO Recovered 1 1

999 Generated In Error 0 83X Car Wash 0 82 Notification 0 80 Break 0 7 Pick Up 0 68 Wanted Check 0 60 Stolen Check/Wanted 0 59 MV Look Up 0 58 Drivers License Check 0 50X Leaving Jurisdiction 0 50C Court 0 5 Meet 0 49X Inspection Report 0 49V Vehicle Inspection 0 309T Training Assignment Detail 0 FINANCE

REVENUE AUDIT

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

2017 2018 Cash Revenue $8,106,411.92 $7,840,183.54 ETC Revenue $19,996,151.73 $21,134,694.05 Total Revenue $28,102,563.65 $28,974,877.59 Non ETC Traffic 1,502,562 1,453,175 ETC Traffic 2,977,367 3,095,278 Total Traffic 4,479,929 4,548,453 DELAWARE RIVER PORT AUTHORITY Attachment 1 TRAFFIC & BRIDGE TOLL FIGURES FOR THE PERIODS INDICATED

MONTH OF OCTOBER TRAFFIC BRIDGE TOLLS -----2018------2017----- INC/(DEC) INC/(DEC) TRAFFIC TOLLS TRAFFIC TOLLS % AMOUNT % AMOUNT BEN FRANKLIN 1,608,940 $9,072,224.99 1,574,668 $8,808,583.84 2.18 34,272 2.99 $263,641.15 WALT WHITMAN 1,692,379 10,838,340.54 1,657,774 10,420,763.58 2.09 34,605 4.01 417,576.96 COMMODORE BARRY 655,380 5,211,031.73 634,728 4,843,882.57 3.25 20,652 7.58 367,149.16 BETSY ROSS 591,754 3,853,441.33 612,759 3,999,523.66 -3.43 (21,005) -3.65 (146,082.33) 4,548,453 $28,975,038.59 4,479,929 $28,072,753.65 1.53 68,524 3.21 $902,284.94

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YEAR TO DATE TRAFFIC BRIDGE TOLLS 1/1/18 TO 10/31/18 1/1/17 TO 10/31/17 INC/(DEC) INC/(DEC) TRAFFIC TOLLS TRAFFIC TOLLS % AMOUNT % AMOUNT BEN FRANKLIN 15,703,462 $88,047,586.17 15,608,533 $87,014,408.93 0.61 94,929 1.19 $1,033,177.24 WALT WHITMAN 16,893,418 105,955,225.35 16,768,440 105,406,028.98 0.75 124,978 0.52 549,196.37 COMMODORE BARRY 6,316,690 49,265,425.50 6,321,880 48,306,373.26 -0.08 (5,190) 1.99 959,052.24 BETSY ROSS 5,901,040 38,373,733.39 5,819,678 38,210,382.30 1.40 81,362 0.43 163,351.09 TOTALS 44,814,610 $281,641,970.41 44,518,531 $278,937,193.47 0.67 296,079 0.97 $2,704,776.94

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 JANUARY 16, 2019 ARTICLE XII-A ATTACHMENT 2

PERSONNEL

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

Robert L. Alesiani, III Temporary No Benefits Eff: 07/28/2018 to 03/29/2019 PA Executive Division Strategic Initiatives (OPC)

Milan J. Harrison, Jr. Temporary With Benefits Eff: 12/29/2018 to 03/29/2019 NJ Administration Division Mailroom (OPC)

APPOINTMENTS

Joseph K. Adams, III Associate Engineer 12/17/2018 PA Engineering Division Engineering - Construction & Maintenance (OPC)

Dierdre M. Donatucci Graphic Design Administrator 12/17/2018 PA Executive Division Corporate Communications & Community Relations (OPC)

James E. Sayers C&M Mechanic 12/17/2018 DE Operations Division Highway (BRB)

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION

Angelo Borgesi From: Maintenance Technician To: Acting Maintenance PA Operations Division Foreman Maintenance (WWB) Operations Division Maintenance (WWB) Eff: 12/08/2018 to 12/14/2018

Steven R. Hulmes From: HVAC Foreman To: Acting Electrical Foreman PA Operations Division Operations Division Controls (BRB & BFB) Electrical (BRB) Eff: 12/10/2018 and 12/14/2018 (2 days only)

Actions of the Chief Executive Officer Commission Meeting of 01/16/2019 Page 2 of 5

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION - continued

Edward C. Smith From: Electrical Technician To: Acting Electrical Foreman NJ Operations Division Operations Division Electrical (CBB) Maintenance (CBB) Eff: 12/13/2018 to 01/01/2019

Douglas C. DeHart From: C&M Mechanic To: Acting Highway Foreman NJ Operations Division Operations Division Highway (BFB) Highway (BFB) Eff: 12/15/2018 to 01/04/2019

Steven R. Hulmes From: HVAC Foreman To: Acting Electrical Foreman PA Operations Division Operations Division Controls (BRB & BFB) Electrical (BRB) Eff: 12/15/2018 to 12/28/2018

Matthew Licata From: Fleet Foreman To: Acting Director, Fleet NJ Operations Division Management Fleet Operations (BFB) Operations Division Fleet Director’s Office (BFB) Eff: 12/22/2018 to 01/02/2019

Daniel P. Tomarchio From: Auto Technician To: Acting Fleet Foreman NJ Operations Division Operations Division Fleet Operations (BFB) Fleet Operations (BFB) Eff: 12/22/2018 to 01/02/2019

Jennifer A. DePoder From: Financial Analyst To: Acting Manager, Budget/ NJ Finance Division Financial Analysis Budget/Financial Analysis Finance Division (OPC) Budget/Financial Analysis (OPC) Eff: 12/24/2018 to 12/31/2018

Tyrone E. Gunter From: Construction & To: Acting Bridge Director, DE Maintenance Manager, WWB WWB & CBB Operations Division Operations Division Bridge Director’s Office (WWB) Bridge Director’s Office (WWB) Eff: 12/24/2018 to 12/31/2018

Horace J. Nelson From: Maintenance Foreman To: Acting Construction & NJ Operations Division Maintenance Manager, WWB Maintenance (WWB) Operations Division Bridge Director’s Office (WWB ) Eff: 12/24/2018 to 12/31/2018

Actions of the Chief Executive Officer Commission Meeting of 01/16/2019 Page 3 of 5

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION - continued

Michael A. DiGiamberardino From: Sr. Reproduction To: Acting Supervisor, Printing NJ Technician Services Administration Division Administration Division Printing Services (BFB) Printing Services (BFB ) Eff: 12/26/2018 to 12/27/2018

John J. Rachuba From: Highway Foreman To: Acting Maintenance PA Operations Division Foreman Highway (BRB) Operations Division Maintenance (BRB) Eff: 12/24/2018 and 12/26/2018 (2 days only)

Jesse G. Graziani From: Toll Manager, BFB & To: Acting Bridge Director, PA BRB BFB & BRB Operations Division Operations Division Bridge/Toll (BFB) Bridge Director’s Office (BFB) Eff: 12/27/2018 to 12/31/2018

Robert A. Crean From: Corporal of Police To: Acting Sergeant of Police NJ Public Safety Division Public Safety Division Transit Unit, Platoon 2 CBB, Platoon 1 Eff: 12/29/2018 to 03/29/2019

Francis X. Fullerton From: Police Officer To: Acting Corporal of Police NJ Public Safety Division Public Safety Division Transit Unit, Platoon 2 Transit Unit, Platoon 2 Eff: 12/29/2018 to 03/29/2019

John T. Hogan From: Corporal of Police To: Acting Sergeant of Police NJ Public Safety Division Public Safety Division BFB, Platoon 3 WWB, Platoon 3 Eff: 12/29/2018 to 03/29/2019

Laura S. Hunter From: Customer Service To: Acting Administrative NJ Coordinator Coordinator Administration Division Administration Division Customer Service (OPC) Customer Service (OPC) Eff: 12/29/2018 to 03/01/2019

Actions of the Chief Executive Officer Commission Meeting of 01/16/2019 Page 4 of 5

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION - continued

Anthony B. LaTorres From: Police Officer To: Acting Corporal of Police NJ Public Safety Division Public Safety Division WWB, Platoon 3 WWB, Platoon 3 Eff: 12/29/2018 to 03/29/2019

Kevin M. McClintock From: Police Officer To: Acting Corporal of Police NJ Public Safety Division Public Safety Division Transit Unit, Platoon 3 Transit Unit, Platoon 3 Eff: 12/29/2018 to 03/29/2019

John J. Meiler From: Corporal of Police To: Acting Sergeant of Police NJ Public Safety Division Public Safety Division BFB, Platoon 2 BRB, Platoon 4 Eff: 12/29/2018 to 03/29/2019

Jesse L. Mickel From: Purchasing Specialist To: Acting Purchasing Agent NJ Executive Division Executive Division Purchasing (OPC) Purchasing (Patco) Eff: 12/29/2018 to 03/29/2019

John J. Rambo From: Corporal of Police To: Acting Sergeant of Police NJ Public Safety Division Public Safety Division WWB, Platoon 1 BRB, Platoon 2 Eff: 12/29/2018 to 03/29/2019

Tammy N. Veney From: Purchasing Clerk To: Acting Purchasing NJ Executive Division Specialist Purchasing (OPC) Executive Division Purchasing (OPC) Eff: 12/29/2018 to 03/29/2019

Linda-Marie Willis From: Purchasing Specialist To: Acting Purchasing Agent NJ Executive Division Executive Division Purchasing (OPC) Purchasing (Patco) Eff: 12/29/2018 to 03/29/2019

PROMOTIONS

Michael D. Williams From: Graphic Design To: Manager, Corporate PA Administrator Communications Executive Division Executive Division Corporate Communications & Corporate Communications & Community Relations (OPC) Community Relations (OPC) Eff: 12/08/2018

Actions of the Chief Executive Officer Commission Meeting of 01/16/2019 Page 5 of 5

INTERAGENCY PROMOTION to PATCO - from DRPA - None

TITLE CHANGES - None

INTERAGENCY PROMOTION to DRPA - from PATCO - None

INTERAGENCY TRANSFERS to PATCO - from DRPA - None

INTERAGENCY TRANSFERS to DRPA - from PATCO - None

TRANSFERS - DEPARTMENTAL - None

RETIREMENTS - None

RESIGNATIONS - None

END OF TEMPORARY ASSIGNMENT - None

DECEASED - None

REPORT OF THE CHIEF EXECUTIVE OFFICER ATTACHMENT 3 CONTRACTS AND PURCHASES

ATTACHMENT 3

MONTHLY REPORT GENERAL PROCUREMENT ACTIVITY

During the month of December there were 71 Purchase Orders awarded totaling $1,562,934.42.

Approximately 5.90% or $92,196.37 of the monthly dollar total was made available to MBE’s and WBE’s, representing 38.03% or 27 of the monthly total number of Purchase Orders.

Of the total monthly procurement available to MBE’s and WBE’s, approximately 15.29% or $14,093.07 was awarded to MBE’s and approximately 7.88% or $7,267.52 was awarded to WBE’s.

Of the total number of Purchase Orders available to MBE’s and WBE’s, approximately 33.33% or 9 Purchase Orders were awarded to MBE’s and approximately 37.04% or 10 Purchase Orders were awarded to WBE’s.

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

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

Purchase Order 4500009713, EPlus Technology, Inc. Newtown, PA. Purchase Contract for VMWare License Renewal. Contract Value: $14,287.13. (PA/COSTARS Contract).

Purchase Order 4500009754, LinkedIn. Mountain View, CA. Purchase for LinkedIn Target Advertising Campaign. Contract Value: $10,000.00 (Sole Source).

Re: Article XII-C, Section 5

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

Contracts and Engineers: $15,883,449

January 16, 2019 1 ACTIONS OF THE CHIEF EXECUTIVE OFFICER ARTICLE XII-C ATTACHMENT 3 CONTRACTS AND PURCHASES

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

Purchase Order 4500009469, Tyrrelltech, Inc. Laurel, MD. Purchase Contract for Printing Supplies for Sign Making Machine at the WWB. Contract Value: $13,187.50. (Low Bid of 4, 6 Vendors Solicited).

Purchase Order 4500009470, Ans Steel Co. LLC. Philadelphia, PA. Purchase for BRB Structural Repairs to K Gantry. Contract Value: $13,946.00. (Emergency PO).

Purchase Order 4500009491, Franklin-Griffith, LLC. Moorestown, NJ. Purchase Contract for CBB Electrical Parts. Contract Value: $15,235.25. (IFQ)

Purchase Order 4500009497, H.A. Dehart & Son, Inc. Thorofare, NJ. Purchase Contract for Five (5) Dump Bodies and Assemblies for Trucks for Fleet. Contract Value: $13,268.85 (PA/COSTARS Contract).

Re: Article XII-C, Section 5

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

Contracts and Engineers: $10,276,849

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

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

Modjeski & Masters, Inc. (DRPA-17-104) BFB 2018 Biennial Inspection $ 1,097,000 40.9% $ 448,941 $ 22,947 $ 295,753 5 $ 130,242

HNTB Corporation (DRPA-17-103) BRB 2018 Biennial Inspection 529,000 85.0% 449,721 29,151 257,619 7 - 8 162,951

HAKS Engineers, Architects & Land Surveyors, P.C. (DRPA-17-105) WWB 2018 Biennial Inspection 833,000 82.9% 690,937 39,710 547,727 6 103,500

Carr & Duff, Inc. (DRPA-17-099) BRB & CBB Air-Blown Fiber Optic Installation 3,790,000 30.2% 1,145,800 114,580 123,840 2 907,380 A.P. Construction, Inc. (DRPA-17-046) PATCO Installation of Elevators in Remaining PATCO Stations 31,900,000 11.6% 3,697,913 369,791 2,520,638 10 807,484

Burns Engineering, Inc. (Emergency) PATCO/Conrail Incident - Pole Line Repair/Support 34,219 81.8% 27,980 0 23,335 5 4,646

Gannett Fleming, Inc. (DRPA-16-011) PATCO Control Center Relocation 1,659,989 83.0% 1,377,828 137,783 1,238,185 22 1,860 (DRPA-18-082) PATCO Replacement of Rectifier Transformers Phase 3 1,711,300 0.7% 11,142 1,114 0 1 10,027

LTK Engineering Services (DRPA-07-019) PATCO Transit Car Overhaul Services Agreement 12,682,384 94.0% 11,921,751 24,178 11,839,227 133 58,345

Alstom (DRPA-10-154) PATCO Transit Car Overhaul 194,197,337 92.0% 178,627,862 8,520,753 166,823,826 138 - 140 3,283,283

AECOM (DRPA-13-001) PATCO Right of Way Embankment - Phase 5 610,096 85.0% 518,667 30,898 486,683 37 1,087 (DRPA-15-146) Betsy Ross Bridge Maintenance Painting & Steel Repairs 794,428 83.4% 662,547 384 658,323 22 3,841 (DRPA-17-106) CBB 2018 Biennial Inspection 627,000 82.8% 519,323 29,893 423,995 4 65,435 (DRPA-18-029) PATCO Woodcrest Platform Rehabilitation - Design 1,056,730 20.0% 211,153 16,594 23,554 2 - 3 171,005

Remington & Vernick Engineers, Inc. (DRPA-17-107) PATCO 2018 Biennial Inspection 375,000 18.0% 67,438 3,772 25,796 2 37,870

Sowinski Sullivan Architects (DRPA-13-080) Design Services for Installing Elevators in Remaining PATCO Stations 1,910,439 82.6% 1,577,931 17,757 1,559,725 39 449

Railroad Construction/Railroad Construction Co. of SJ, Inc.

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

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

(DRPA-17-038) PATCO Lindenwold Yard & Viaduct Rehabilitation 36,028,545 35.1% 12,635,897 1,555,303 10,210,658 13 869,936

Corcon, Inc. (DRPA-15-081) WWB Bridge Painting Suspension Spans and Towers 66,152,180 99.2% 65,613,779 328,069 64,705,710 35 580,000 (DRPA-18-010) CBB Painting - Phase 2 PA Approach Spans 18,086,200 25.3% 4,581,150 458,115 1,093,077 2 - 3 3,029,958

Arora (DRPA-18-030 PATCO Lindenwold Fire Protection - Design 390,000 3.3% 12,850 1,260 4,757 2 6,833

KS Engineers, P.C. (DRPA-17-100) BRB & CBB Air-Blown Fiber Optic Installation CM Services 979,673 20.7% 202,453 16,538 145,195 7 40,720

Total Contract and Engineering Payments $ 10,276,849

2 SCHEDULE 1 ARTICLE XII-C, SECTION 5 SUMMARY OF AUTHORIZED CONTRACT AND ENGINEERING PAYMENTS BRIDGES AND PATCO SYSTEM January 16, 2019

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

Modjeski & Masters, Inc. (DRPA-16-001) Commodore Barry Bridge - Structural Rehabilitation - Phase 2 - Design $ 1,409,403 78.9% $ 1,111,687 $ 66,613 $ 1,041,908 27 $ 3,167 (DRPA-17-104) BFB 2018 Biennial Inspection 1,097,000 53.0% 581,571 29,890 425,995 6 125,686

A.E. Stone, Inc. (DRPA-18-012) PATCO Woodcrest Parking Lot Rehabilitation 5,247,000 46.9% 2,460,036 246,004 1,203,355 3 - 4 1,010,677

Brinckerhoff Environmental Services, Inc. (DRPA-15-147) Remedial Investigation of Gateway Properties 1,762,143 96.3% 1,696,436 85,362 1,580,066 37 - 38 31,008

Chammings Electric, Inc. (PATCO-17-029) PATCO Shop DC Power Upgrades 1,025,988 51.1% 523,977 52,398 254,484 3 - 4 217,095

HNTB Corporation (DRPA-16-111) PATCO Lindenwold Yard & Viaduct CM Services 6,293,482 31.9% 2,007,582 157,689 1,692,493 22 157,401 (DRPA-17-031) BFB Maintenance Paint & Steel Repair 2,848,457 81.0% 2,306,689 161,445 1,780,314 15 - 16 364,930

HAKS Engineers, Architects & Land Surveyors, P.C. (DRPA-17-105) WWB 2018 Biennial Inspection 833,000 85.2% 709,431 39,769 651,227 7 18,436

Carr & Duff, Inc. (DRPA-17-099) BRB & CBB Air-Blown Fiber Optic Installation 3,790,000 36.2% 1,371,300 137,130 1,031,220 3 202,950 Ammann & Whitney (DRPA-12-082) BFB South Walkway Bicycle & Pedestrian Ramp 1,352,462 98.2% 1,328,713 103,367 936,291 33 - 34 289,055

Jacobs Engineering Group, Inc. (DRPA-15-050) Rehabilitation of Track Structure on the Westmont Viaduct 2,136,335 95.5% 2,039,484 184,904 1,848,402 39 6,177

Pennoni Associates (DRPA-13-081) PATCO Outbound Study 1,971,998 97.3% 1,918,176 21,539 1,893,947 36 2,690

Parsons Transportation Group (DRPA-17-049) BFB Bridge Deck Resurfacing 1,798,300 45.8% 823,312 65,585 603,932 7 153,795 (DRPA-17-032) WWB Anchorage Preservation - Design 1,185,777 86.2% 1,021,635 102,163 828,569 10 - 11 90,902

STV Inc. (DRPA-17-066) BRB Painting - Phase 1 - Design 2,524,173 26.3% 662,980 39,478 452,048 10 - 11 171,455

A.P. Construction, Inc. (DRPA-17-046) PATCO Installation of Elevators in Remaining PATCO Stations 31,900,000 14.8% 4,716,712 471,671 3,328,121 11 916,919 (DRPA-18-001) PATCO Pedestrian Bridges & Tunnels 3,999,995 6.1% 243,389 24,339 75,663 2 143,387

Burns Engineering, Inc. (PATCO-17-011) CMS for PATCO Installation of Elevators at Remaining Stations 3,998,504 20.5% 818,085 81,778 643,229 13 - 14 93,077 (Emergency) PATCO/Conrail Incident - Pole Line Repair/Support 34,219 83.4% 28,540 0 27,980 6 559 (DRPA-17-069) PATCO Re-opening Franklin Square Station - Design 2,087,352 21.3% 443,749 44,338 358,722 9 40,689

URS Corporation / AECOM (DRPA-14-077) Emergency Authorization Contract DRPA Vehicle Permit Program 2,246,508 100.0% 2,246,372 0 2,066,364 20 180,008 (DRPA-15-053) Construction Monitoring Services BRB I-95 Interchange Improvements 502,053 94.7% 475,604 0 432,664 16 42,940

Gannett Fleming, Inc. (DRPA-16-011) PATCO Control Center Relocation 1,659,989 84.1% 1,395,851 139,585 1,240,045 23 16,221 (DRPA-18-082) PATCO Replacement of Rectifier Transformers Phase 3 1,711,300 4.6% 79,258 7,905 10,027 2 61,326

LTK Engineering Services (DRPA-07-019) PATCO Transit Car Overhaul Services Agreement 12,682,384 94.5% 11,987,393 30,446 11,897,572 134 59,375

1 ARTICLE XII-C, SECTION 5 SUMMARY OF AUTHORIZED CONTRACT AND ENGINEERING PAYMENTS BRIDGES AND PATCO SYSTEM January 16, 2019

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

AECOM (DRPA-15-146) Betsy Ross Bridge Maintenance Painting & Steel Repairs 794,428 91.6% 727,781 6,314 662,163 23 59,303 (DRPA-17-005) WWB Corridor Rehabilitation 3,621,301 86.2% 3,120,353 204,323 2,813,212 14 102,818 (DRPA-17-067) BFB Main Cable Dehumidification - Construction Monitoring 2,065,270 3.9% 81,114 7,373 61,461 6 12,280 (DRPA-17-106) CBB 2018 Biennial Inspection 627,000 85.7% 537,464 29,893 489,430 5 18,141 (DRPA-18-029) PATCO Woodcrest Platform Rehabilitation - Design 1,056,730 30.1% 317,794 23,046 194,559 2 - 4 100,189

Remington & Vernick Engineers, Inc. (DRPA-17-107) PATCO 2018 Biennial Inspection 375,000 64.2% 240,822 12,376 63,666 3 - 4 164,780 (DRPA-18-027) PATCO Woodcrest Parking Lot Rehabilitation - CMS 574,000 24.0% 137,789 0 55,456 2 82,333 (DRPA-18-048) CBB Elevator Replacement at Piers E1 & W1 - CMS 1,199,430 1.8% 22,017 0 0 1 22,017

Johnson, Mirmiran & Thompson (DRPA-15-098) WWB Painting Suspension Spans & Towers 7,386,366 76.9% 5,678,791 0 5,183,075 35 - 36 495,716 (DRPA-17-056) BFB South Walkway Bicycle & Pedestrian Ramp - CMS 1,273,000 53.4% 679,433 53,653 447,816 10 - 12 177,963

Sowinski Sullivan Architects (DRPA-13-080) Design Services for Installing Elevators in Remaining PATCO Stations 1,910,439 82.7% 1,580,598 17,784 1,560,174 40 2,640

South State, Inc. (DRPA-17-055) BFB South Walkway Bicycle & Pedestrian Ramp 7,888,346 53.2% 4,196,542 419,654 1,710,260 10 - 12 2,066,628 (DRPA-18-077) BFB Interim Pavement Repairs - 2018 3,316,500 77.5% 2,571,726 51,435 0 1 2,520,291

Railroad Construction/Railroad Construction Co. of SJ, Inc. (DRPA-15-049) Rehabilitation of Track Structure on the West Viaduct 11,750,000 97.5% 11,459,621 841,731 10,530,645 33 87,245 (DRPA-17-038) PATCO Lindenwold Yard & Viaduct Rehabilitation 36,028,545 40.1% 14,437,604 1,719,853 11,080,594 14 1,637,157

Corcon, Inc. (DRPA-17-065) BRB Painting & Steel Repairs 18,724,700 78.5% 14,704,889 1,102,867 10,792,188 7 - 9 2,809,834 (DRPA-18-010) CBB Painting - Phase 2 PA Approach Spans 18,086,200 28.1% 5,075,810 507,581 4,123,035 4 445,194

TranSystems Corporation (PATCO-17-013) PATCO Station Enhancements Design 615,036 85.7% 526,989 52,680 408,766 9 65,543

Arora (DRPA-18-030 PATCO Lindenwold Fire Protection - Design 390,000 3.6% 14,019 1,377 11,590 3 1,052

Cherry, Weber & Associates (DRPA-17-028) BRB NJ Route 90 Resurfacing Design 1,075,978 88.0% 947,204 43,076 604,074 12 - 14 300,053

KS Engineers, P.C. (DRPA-16-087) CBB Painting - Phase 2 CM Services 2,549,736 15.4% 393,665 31,187 200,771 6 - 7 161,707 (DRPA-17-100) BRB & CBB Air-Blown Fiber Optic Installation CM Services 979,673 24.1% 236,228 19,641 185,915 8 30,673

Oliver Communications Group, Inc. (PATCO-18-012) PATCO SCADA Equipment Upgrade 155,235 85.0% 132,025 0 60,520 2 71,505

Vitetta Architects & Engineers (DRPA-18-002) BFB Masonry Rehabilitation - Design 1,180,000 33.2% 392,025 13,588 329,975 8 48,462

Total Contract and Engineer Payments $ 15,883,449

2

REPORT OF THE CHIEF EXECUTIVE OFFICER ATTACHMENT 4 EEO REPORT

DELAWARE RIVER PORT AUTHORITY EEO SCORECARD

QUARTER ENDING December 31, 2018

CURRENT UTILIZATION EEO CATEGORIES BLACK or HISPANIC AMERICAN INDIAN TWO TOTAL FEMALE AFRICAN or ASIAN or or MINORITY TOTAL AMERICAN LATINO ALASKA NATIVE MORE RACES EMPLOYEES #%#%#%#%#%#%#% OFFICIALS & ADMINISTRATORS 80 17 21% 17 21% 1 1% 2 3% 0 0% 0 0% 20 25%

PROFESSIONALS 110 65 59% 27 25% 9 8% 1 1% 0 0% 2 2% 39 35%

TECHNICIANS 19 6 32% 1 5% 0 0% 2 11% 0 0% 0 0% 3 16% PROTECTIVE SERVICE WORKERS 132 12 9% 13 10% 11 8% 0 0% 0 0% 1 1% 25 19% ADMINISTRATIVE SUPPORT 108 53 49% 36 33% 4 4% 0 0% 0 0% 1 1% 41 38% CRAFT WORKERS (SKILLED) 134 3 2% 4 3% 5 4% 1 1% 0 0% 0 0% 10 7%

TOTALS 583 156 27% 98 17% 30 5% 6 1% 0 0.00% 4 0.69% 138 24%

QUARTER ENDING SEPTEMBER 30, 2018

CURRENT UTILIZATION EEO CATEGORIES BLACK or HISPANIC AMERICAN INDIAN TWO TOTAL FEMALE AFRICAN or ASIAN or or MINORITY TOTAL AMERICAN LATINO ALASKA NATIVE MORE RACES EMPLOYEES #%#%#%#%#%#%#% OFFICIALS & ADMINISTRATORS 79 17 22% 17 22% 1 1% 2 3% 0 0% 0 0% 20 25%

PROFESSIONALS 109 63 58% 28 26% 9 8% 1 1% 0 0% 2 2% 40 37%

TECHNICIANS 19 6 32% 1 5% 0 0% 2 11% 0 0% 0 0% 3 16% PROTECTIVE SERVICE WORKERS 132 12 9% 13 10% 11 8% 0 0% 0 0% 1 1% 25 19% ADMINISTRATIVE SUPPORT 109 53 49% 36 33% 4 4% 0 0% 0 0% 1 1% 41 38% CRAFT WORKERS (SKILLED) 134 3 2% 4 3% 5 4% 1 1% 0 0% 0 0% 10 7% TOTALS 582 154 26% 99 17% 30 5% 6 1% 0 0.00% 4 0.69% 139 24% DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

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

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

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

As of DECEMBER 31, 2018 Page 1 of 7 Prepared: DECEMBER 31, 2018 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

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

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

1 Supervisor, Central Storeroom 1 2 Supervisor, Mail Room 1 3 Supervisor, Print Shop 1

OFFICIALS & ADMINISTRATORS (Total By State) 4 51 25

TOTAL OFFICIALS & ADMINISTRATORS 80

1 Lieutenant of Police 3 2

1 Plaza Supervisor 13 12

As of DECEMBER 31, 2018 Page 2 of 7 Prepared: DECEMBER 31, 2018 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

1 Administrative Coordinator 1 13 10 2 C&M Technical Assistant 2 3 Digital Communications Specialist 1 1 4 EEO Specialist 1 5 Grants Specialist 1 6 Graphic Design Administrator 1 7 HRIS Specialist 1 8 HRS Specialist 1 1 9 Management Analyst 1 10 Project Analyst 1 11 Purchasing Specialist 4 12 Sr. Reproduction Technician 1

1 Accountant 1 1 2 Administrator, Compensation/HRIS 1 3 Administrator, Employee Relations, Programs & Policies 1 4 Administrator, Staffing & Recruiting 1 5 Administrator, Training & Employee Development 1 6 Associate Engineer 1 2 7 Auditor 1 8 Budget Analyst 1 9 Claims Administrator 1 1 10 Construction Contract Compliance Specialist 1 11 Contract Administrator 2 12 Engineering Program Analyst 1 13 Financial Analyst 1 14 IT Auditor 1 15 Project Manager (Office of the CAO) 1 16 Project Manager, HS & EM 1 17 Records Manager 1 18 Revenue Analyst 1 19 Safety Specialist 1 0 20 Accounts Payable & Receivable Supervisor 0 1

1 Assistant General Counsel 4 2

As of DECEMBER 31, 2018 Page 3 of 7 Prepared: DECEMBER 31, 2018 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

2 Electrical Engineer 1 3 Principal Engineer 2 4 Senior Engineer 6 1

PROFESSIONALS (Total By State) 2 69 41

TOTAL PROFESSIONALS 112

1 Police Officer 3 68 24

1 Corporal of Police 11 2

1 Sergeant of Police 18 6

PROTECTIVE SERVICE WORKERS (Total By State) 3 97 32

TOTAL PROTECTIVE SERVICE WORKERS 132

1 HVAC Technician 6 3

1 Auto Technician 12 4

1 Electrical Technician 18 4

1 Construction & Maintenance Mechanic 3 30 15

1 Maintenance Technician 1 31 8

As of DECEMBER 31, 2018 Page 4 of 7 Prepared: DECEMBER 31, 2018 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

CRAFT WORKERS (SKILLED) (Total By State) 4 97 34

TOTAL CRAFT WORKERS (SKILLED) 135

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

TECHNICIANS (Total By State) 1 15 3

TOTAL TECHNICIANS 19

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

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

As of DECEMBER 31, 2018 Page 5 of 7 Prepared: DECEMBER 31, 2018 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

1 Revenue Auditor 1 5

1 Toll Collector 33 25

1 Revenue Operations Clerk 3

ADMINISTRATIVE SUPPORT (Total By State) 1 65 39

TOTAL ADMINISTRATIVE SUPPORT 105

TOTAL EMPLOYEES BY STATE 15 394 174

TOTAL DRPA EMPLOYEES - 583 SUMMARY (Employee Class)

NON-REP 7 139 71

217

IUOE 4 143 67

214

IBEW 1 15 4

20

FOP 3 97 32

As of DECEMBER 31, 2018 Page 6 of 7 Prepared: DECEMBER 31, 2018 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

132

As of DECEMBER 31, 2018 Page 7 of 7 Prepared: DECEMBER 31, 2018 PATCO EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

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

OFFICIALS & ADMINISTRATORS (Total By State) 0 57 13

TOTAL OFFICIALS & ADMINISTRATORS 70

As of DECEMBER 31, 2018 Page 1 of 3 Prepared: December 31, 2018 PATCO EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

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

PROFESSIONALS (Total By State) 0 14 1

TOTAL PROFESSIONALS 15

1 Train Operator 41 11

PARAPROFESSIONALS (Total By State) 0 41 11

TOTAL PARAPROFESSIONALS 52

1 Custodian 22 10 2 Revenue Collector 2

SERVICE MAINTENANCE (Total By State) 0 24 10

TOTAL SERVICE MAINTENANCE 34

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

ADMINISTRATIVE SUPPORT (Total By State) 0 14 2

TOTAL ADMINISTRATIVE SUPPORT 16

As of DECEMBER 31, 2018 Page 2 of 3 Prepared: December 31, 2018 PATCO EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

1 Electronic Technician 1 17 1 2 Machinist 1/C 2 3 Machinist 1/C Tool Maker 1 4 Maintenance Mechanic 1/C 3 5 Mechanical & Structural Technician 13 6 Maintainer (Way & Power) 20 6 7 Maintainer Apprentice (Way & Power) 1 8 Equipment Electrician 2 3 9 Equipment Electrician A/C 6 10 Machine Operator 1/C 4 11 Equipment Mechanic 1 19 12 Fare Collection Repairman 2 1 13 Grounds Keeper 2 14 Car Monitoring & Diagnostic System Technician 2 15 Track Mechanic 11 7 16 Welder 1

CRAFT WORKERS (SKILLED) (Total By State) 2 106 18

TOTAL CRAFT WORKERS (SKILLED) 126

TOTAL EMPLOYEES BY STATE 2 256 55

TOTAL PATCO EMPLOYEES 313 SUMMARY (Employee Class)

NON-REP 0 85 16

101

TEAMSTERS 2 171 39

212

As of DECEMBER 31, 2018 Page 3 of 3 Prepared: December 31, 2018

REPORT OF THE CHIEF EXECUTIVE OFFICER ATTACHMENT 5 LEGAL STATISTICS REPORT

Matter count report by Matter Sub-Type

Date Range: 12/01/2018 to 12/31/2018 On Matters, Litigation

Matter Sub-Type Opened in Range Closed in Range

0 2 Bankruptcy/Debt Collections 1 0 Civil Rights/USERRA 1 0 Contracts/Bid Protest 1 0 Contracts/Construction 3 4 Contracts/Consulting 2 0 Contracts/Insurance 2 4 Contracts/License 0 1 Contracts/Purchase 2 3 Contracts/Real Estate Conveyance 0 1 Contracts/Real Estate License 1 1 Contracts/Real Estate ROEI 4 2 Contracts/RFP/Bid 1 0 Contracts/Sale 0 1 Contracts/Service 8 7 Contracts/Settlement 1 1 Contracts/Termination 1 1 Criminal/Court Order 1 0 Employment/ADA 3 0 Employment/Discipline 1 1

Galexy Tue Jan 08 15:05:10 Page 1 of 2 Matter Sub-Type Opened in Range Closed in Range

Employment/FMLA 8 2 Employment/S/L Term Disability 4 0 Employment/Workers' Comp 7 0 Environmental/Application 1 0 Environmental/Certification 1 0 Environmental/Investigation 1 0 Financial/Taxes 1 0 Insurance/Application 1 1 Labor/Union Negotiations 0 2 Legislation/Interpretation 1 0 Management/Audit/Reports 0 1 Management/Policies & Procedur 2 1 Personal Inj/Accidental NonS&F 1 0 Property Damage/Bridges 10 7 Property Damage/Vehicle 4 6 Right to Know/Records Review 3 1 Right to Know/Video/Recordings 3 1

37 Items 81 51

Galexy Tue Jan 08 15:05:10 Page 2 of 2

CFO REPORT

Report of the Chief Financial Officer

January 10, 2019 Delaware River Port Authority Of Pennsylvania and New Jersey One Port Center 2 Riverside Drive Camden, New Jersey 08101-1949

Commissioners: FINANCIAL SUMMARY

The following descriptive financial summary is based on the January 9, 2019 unaudited DRPA/PATCO financial stat summary sheet presented to the Finance Committee.

DRPA Traffic and Toll Revenues

2018 October YTD Audited Traffic and Toll Revenues- Key statistics: 1. Increase of 296K vehicles or a 0.67% increase vs. 2017 actuals; October traffic was up slightly - 69K vehicles) 2. Toll revenues were $281.6 million based on traffic of 44.8 million vehicles; 3. Audited toll revenues were up $2.7 million versus the previous year total of $278.9 million, or a 0.97% increase. 2018 DRPA Traffic and Revenues vs. budget: 1. Traffic is up 1.57% higher than budget, or up 693K vehicles against budget; 2. YTD toll revenues are up 1.18%, or by $3.3 million. 2018 Unaudited YTD Traffic thru October: 1. Unaudited figures for the period January through December indicate that traffic on DRPA bridges continues to be slightly above 2017 totals, up about 0.45%, 2. During 2017, unaudited traffic was up by 2.3% over 2016 for the same time period. 3. We still expect that our actual 2018 traffic, while higher than 2017, will still experience overall growth of less than 1.0%. (Note: The annual increase in 2018 over 2017 will be below the 2.5% annual increases in traffic we have experienced during the prior three years.)

1 PATCO Ridership and Net Revenues

2018 Ridership/Net Passenger Revenues (thru October YTD): 1. Total ridership YTD is 9.04 million riders, which translates into $22.0 million in net passenger revenues. 2. 2018 YTD ridership vs. 2017 is down by 63,200 passengers or a 0.69% decrease. 3. Net passenger revenues of $22.0 million are down $390K vs. 2017 numbers, a 1.74% decrease. As mentioned in previous reports, this year’s ridership has been affected by the following factors: service suspension on January 29th (due to a Conrail-related incident), and a customer appreciation “free commute” on February 2nd, and inclement weather during March. 2018 Ridership/Net Revenues vs. Budget: 1. Ridership is roughly 141K riders higher than budget (up 1.59%). 2. Net passenger revenues are up $362K vs. budget, an increase of 1.67%

BUDGET VS. ACTUAL EXPENSES (unaudited)

Through October, DRPA and PATCO are roughly $10.1 million or 7.5% under budget. (During the same time period in 2017, YTD combined DRPA/PATCO expenses, were about $8.9 million under budget, as well). PATCO’s favorable variances (under budget categories) are related to lower payroll, direct materials, and contractual and professional services expenses, etc. For the DRPA, the positive budget variances are primarily related to lower payroll /ESE (employee service expenses), contractual and professional services, and repairs. FUNDING the 2019 Capital Plan (General Fund and Bond Project Funds)

We begin year 2019 with the General Fund at approximately $261 million, and there is $290 million in a new bond project fund, or a total of $551 million to fund the capital plan. While the majority of the main capital projects, over $200K, will be funded through the project fund, we will continue to use the General Fund for shorter-life projects/assets (trucks, other vehicles, etc.). The Board-approved 2019 Capital Plan proposes 5-year spending of $787.4 million (net of federal/state grants), which is approximately 2.2% higher than the 2018 Plan. The approved 2019 Capital Budget anticipates $178.7 million in capital expenditures, net of federal/state grants.

Bond Related Transactions/Information At the Finance Committee meeting, we reviewed the bond and swap transactions which occurred in November and December. The bond financing was especially complex and 2 included a new money issue (2018 Series A), a refunding of variable rate debt (Series B) and termination of the swaps (B and C). In summary, we:

1. Cash defeased (paid off) the 2010D Bonds 2. Issued new money bonds – 2018 A Bonds – at a huge premium 3. Terminated the 1999 Swap – 2018B tax exempt bonds, plus DRPA contribution, etc. 4. Terminated the 1995 Swap – taxable bonds plus DRPA contribution 5. Terminated the two (2) B of A “inactive” swaps, which are on our books as interest rate derivatives for $28,000 (outside from the overall bond transactions) 6. Terminated a Forward Agreement for one of our reserve funds, which resulted in a $7.9 million payment from B of A.

Conditions for these bond sales were so ideal that we issued bonds to fund the Capital Plan at a low interest rate of 3.65% and reduced our debt service through 2040 by approximately $63 million. There was a tremendous appetite of DRPA bonds, so that orders were over 6 times highter than the total amount of bonds sold ($700 million). For more detailed information please refer to the “Summary of 2018 Bond Related Transactions (dated Jan. 9), which was presented to the Finance Committee, which follows.

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

3 CONSULTATIVE AND DELIBERATIVE WORKPAPERS DRPA/PATCO UNAUDITED FINANCIAL SUMMARY January 9, 2019

DRPA TRAFFIC / PATCO RIDERSHIP AND REVENUE YEAR-TO-YEAR COMPARISON 2017 vs. 2018 YTD thru 10/31/18 2017 Actual 2018 Actual Year-to-Year Change % Change

DRPA Traffic 44,518,531 44,814,610 296,079 0.67% DRPA Toll Revenues $278,937,193 $281,641,970 $2,704,777 0.97% Average Toll $6.2656 $6.2846 $0.0190 0.30% Note: Snow impacted February 2016 DRPA Traffic Increase (Decrease) from prior month 68,524 DRPA Revenue Increase (Decrease) from prior month $902,285

2017 vs. 2018 YTD thru 10/31/18 2017 Actual 2018 Actual Year-to-Year Change % Change

PATCO Ridership 9,100,942 9,037,726 (63,216) (0.69%) PATCO Net Passenger Revenues $22,406,164 $22,016,064 ($390,100) (1.74%) Average Fare $2.4620 $2.4360 ($0.0259) (1.05%)

PATCO Ridership Increase (Decrease) from prior month 41,425 PATCO Revenue Increase (Decrease) from prior month $90,024

BUDGET VS. ACTUAL 2018 YTD thru 10/31/18 2018 Budget (10 mo) 2018 Actual (10 mo) (Under) / Over Budget % (Under) / Over Budget

DRPA Traffic 44,121,755 44,814,610 692,855 1.57% DRPA Toll Revenues $278,355,628 $281,641,970 $3,286,342 1.18%

DRPA Traffic Increase (Decrease) from prior month 45,690 DRPA Revenue Increase (Decrease) from prior month $291,744

Frequent Bridge Traveler Credit $1,467,101 $1,508,922 $41,821 2.85%

Delayed Transaction (Net) Revenue $2,095,858 $1,667,062 ($428,797) (20.46%) # of Transactions Reviewed: 792,555 YTD 2018 # of Transactions Reviewed: 2,409,240 since 5/16

2018 YTD thru 10/31/18 2018 Budget (10 mo) 2018 YTD Actual (10 mo) (Under) / Over Budget % (Under) / Over Budget

PATCO Ridership 8,896,415 9,037,726 141,311 1.59% PATCO Net Passenger Revenues $21,654,019 $22,016,064 $362,045 1.67%

PATCO Ridership Increase (Decrease) from prior month 49,522 PATCO Revenue Increase (Decrease) from prior month $113,947

OPERATING EXPENSES - YTD October 31, 2018 BUDGET VS. ACTUAL (UNAUDITED) 2018 YTD thru 10/31/18 2018 YTD Budget 2018 YTD Actual (Under) / Over Budget % (Under) / Over Budget DRPA Budget $85,962,499 $80,486,674 ($5,475,825) (6.37%) PATCO Budget $48,159,513 $43,529,886 ($4,629,627) (9.61%) Total $134,122,012 $124,016,560 ($10,105,451) (7.53%)

Change in Budget variance ($1,288,620)

2018 YTD thru 10/31/18 2018 YTD Budget 2018 YTD Actual (Under) / Over Budget % (Under) / Over Budget PATCO Subsidy ($25,077,097) ($19,996,834) ($5,080,263) (20.26%) CONSULTATIVE AND DELIBERATIVE WORKPAPERS DRPA/PATCO UNAUDITED FINANCIAL SUMMARY January 9, 2019 (CAPITAL) PROJECT FUND BALANCE

Balance as of 12/31/2018 $290.0 million Change in project fund balance from previous month $290.0 million

*Project fund consists of proceeds from the December 2018 Revenue Bond issuance to fund major capital projects.

ESTIMATED GENERAL FUND BALANCE

Estimated Balance as of 12/31/2018 $260.7 million

Est. Change in general fund balance from previous month ($12.7) million

Reflects balance after use of $281.6MM for defeasement of 2010D in November. In 2019 General Fund to be used to fund smaller "short-lived" 2019 capital projects.

TOTAL DRPA BOND DEBT As of 1/7/2019 (in thousands of dollars)

Principal Outstanding % of Total Bond Ratings (Moody's/S&P)

Fixed Rate Bonds 598,365 $ 1,298,870 100.0% see below Variable Rate Bonds (LOC backed) 0.0% Variable Rate Bonds (Direct Purchase) 0.0% Total Debt 1,298,870$ 100.0%

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

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

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

DRPA Finance Committee Meeting Summary of 2018 Bond Related Transactions January 9, 2019

Bond Defeasance – 2010 D Revenue Bonds (November 16, 2018

� The DRPA “defeased” or refunded all $308 million of its 2010D Revenue Bonds from funds in its General Fund ($281 million applied from the General Fund)

Bond Issuance – 2018 Revenue Bonds (December 18, 2018)

� The DRPA issued $701 million of its 2018 A, B & C Revenue Bonds which accomplished the following objectives:

o Funded $290 million for Bridge related Capital Projects from the 2019 Capital Plan; o Converted $460 million of existing variable rate bonds to traditional fixed rate bonds (removes all future bond related LOC and remarketing fees); o Terminated $460 million notional amount of variable rate bond related swap agreements ($64 million termination fee)

� The DRPA also terminated its smaller (inactive) General Fund swaptions (notional amount $50.1 million) that are unrelated to the 2018 Revenue Bond issuance ($28,000 termination fee).

� The 2018 A, B & C Revenue Bond issuance also made certain modifications to the DRPA Revenue Bond Indenture including:

o Certain simplifications to the additional bonds tests; o Certain revisions to permitted investments; o Certain simplifications to seeking bondholder consent to modifications in the future;

Summary

� As a result of these transactions:

o The DRPA has NO variable rate bonds – all outstanding debt is now fixed rate. o The DRPA has NO swap agreements. o The DRPA has funded the next 3 years of its Capital Plan at a low interest rate of 3.65%. o The DRPA has reduced its debt service through 2040 by approximately $63 million ($1.7 million/yr. lower now through 2025 and $3.5 million/yr. lower 2026 through 2040).

1 | P a g e Pricing Summary

� Leading up to the 2018 Revenue Bond pricing, the DRPA secured (a) a bond rating UPGRADE from S&P (now A+ from A) and (b) a bond rating outlook IMPROVEMENT from Moody’s (now Positive Outlook from Stable Outlook)

� The pricing of the 2018 Revenue Bonds was very successfully implemented: o Pricing on December 6, 2018, the 2018 Revenue Bonds were the most significant transaction in the market (i.e. essentially no comparable transactions drawing attention away from DRPA); o Strong DRPA financial trends, scarcity of DRPA debt, recent bond rating upgrades, and favorable geopolitical and bond market technical events led to very strong appetite for bonds; o Orders for bonds were oversubscribed 2x to 12x across the offered maturities (see below); o $4.4 billion in orders for $700 million in bonds offered; o DRPA was able to further lower the offered yields by 2 – 12 basis points; o The transaction was sold more analogous to a “double A” credit; o Overall borrowing cost of 3.23%

2 | P a g e

DRPA BOARD MINUTES

DELAWARE RIVER PORT AUTHORITY

BOARD MEETING

One Port Center 2 Riverside Drive Camden, NJ Wednesday, December 5, 2018

PRESENT

Pennsylvania Commissioners Sean Murphy (for Pennsylvania Auditor General Eugene DePasquale) Robert Borski (for Pennsylvania Treasurer Joseph Torsella) Joseph Martz (via telephone) Christopher Lewis, Esq. (via telephone) Donna Powell Angelina Perryman (via telephone)

New Jersey Commissioners Jeffrey Nash, Esq., Vice Chairman of the Board (chairing for Ryan Boyer, Chairman) Albert Frattali Aaron Nelson (for Ricardo Taylor) Frank DiAntonio Richard Sweeney Charles Fentress Daniel Christy Bruce Garganio

DRPA/PATCO Staff John T. Hanson, Chief Executive Officer Maria Wing, Deputy Chief Executive Officer Raymond J. Santarelli, General Counsel and Corporate Secretary Stephen Holden, Deputy General Counsel Narisa Sasitorn, Deputy General Counsel James White, Chief Financial Officer John Lotierzo, Director of Finance Orville Parker, Manager, Budget/Financial Analysis, Finance William Anderson, Budget Analyst, Finance Jennifer DePoder, Financial Analyst, Finance Christina Maroney, Director, Strategic Initiatives Toni P. Brown, Chief Administrative Officer Robert P. Hicks, Chief Operating Officer David Aubrey, Inspector General John Rink, General Manager, PATCO Rohan Hepkins, Assistant General Manager, PATCO

Page 1 of 8 DRPA/PATCO Staff (Continued) Mark Ciechon, Director of Finance, PATCO Jack Stief, Chief, Public Safety Richard Mosback, Director, Procurement DRPA/PATCO Richard Betts, Manager of Procurement and Storage William Shanahan, Director, Government Relations Tonyelle Cook-Artis, Manager, Government Relations Michael Venuto, Chief Engineer Nicole Ochroch, Associate Engineer, Engineering Amy Ash, Manager, Contracts Administration Larry Walton, Bridge Director, Walt Whitman and Commodore Barry Bridges Steve Reiners, Director, Fleet Management Sheila Milner, Administrative Coordinator, Corporate Secretary, OGC Elizabeth Saylor, Administrative Coordinator, Corporate Secretary, OGC Dawn Whiton, Executive Assistant to the CEO and Deputy CEO

Others Present Craig Ambrose, Associate Counsel, New Jersey Governor’s Authorities Unit Christopher Gibson, Esq., Archer & Greiner (New Jersey Counsel) Alan Kessler, Esq., Duane Morris LLP (Pennsylvania Counsel) Kristen Jones, Esq., Stradley Ronan Craig Blackman, Esq., Stradley Ronan Alan Becker, Citizens Advisory Committee Member

OPEN SESSION

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

Roll Call Vice Chairman Nash called the meeting to order at 9:05 a.m. and asked that the Corporate Secretary call the roll. The following Commissioners were present, constituting a quorum: Vice Chairman Nash, Borski, Martz, Powell, Frattali, Sweeney, Christy, Murphy, Lewis, Perryman, Garganio, DiAntonio, Nelson and Fentress.

Public Comment Alan Becker thanked the Authority for the PATCO Speedline Holiday Festivities and Santa’s Silver Sleigh. He mentioned that all patrons enjoyed the PATCO ride and Santa.

Report of the Chief Executive Officer CEO Hanson stated that the CEO report stood as previously submitted. He notified the Board that he authorized two emergency procurements with the approval of Chairman Boyer and Vice Chairman Nash. The first was related to the Print Shop’s high-speed “workhorse” black and white copier which failed and needed to be replaced. The cost of the new copier was $103,167.36. The

Page 2 of 8 second emergency procurement concerned a rail break on the PATCO line and this cost was less than $200,000.00. Finally, Mr. Hanson mentioned that retiree Ralph Fletcher was invited to attend, but was unable. Mr. Fletcher is retiring as a plaza supervisor after twenty-seven years. Mr. Hanson wished him a good retirement. Commissioner Fentress moved to approve the CEO’s Report and Commissioner DiAntonio seconded the motion. All Commissioners in attendance voted to approve the CEO’s Report. The motion carried.

Report of the Chief Financial Officer CFO White stated that his report stood as previously submitted. Mr. White noted the Authority’s bond rating increases from S&P and upgrades by Moody’s. Mr. White also stated that December 6th will mark the largest bond transaction in Authority history (issuance of $714M in bonds). Mr. White stated that in roughly two weeks, the Authority should no longer be subject to interest rate swaps and variable rate debt. This follows the earlier defeasement of the Authority’s 2010D bonds (approximately $308M).

Finally, Mr. White reported that there are six (6) Summary Statements & Resolutions relating to the budget and which were circulated to the Commissioners, and that the 2019 budget provides for an estimated $78.1M contribution to the General Fund, which will be available to be used for the Capital Projects in the future.

Approval of the November 21, 2018 DRPA Board Meeting Minutes Vice Chairman Nash stated that the Minutes of the November 21, 2018 DRPA Board Meeting had been previously provided to the Governors of New Jersey and Pennsylvania and to the DRPA Commissioners. Commissioner Fentress moved to approve the Minutes and Commissioner DiAntonio seconded the motion. There were no comments or corrections. All Commissioners in attendance voted in the affirmative to approve the Minutes as submitted. The motion carried.

Receipt and Filing of the List of Previously Approved Purchase Orders and Contracts Covering the Month of November 2018 Vice Chairman Nash stated that the Monthly List of Purchase Orders and Contracts covering the month of November 2018 were previously provided to all Commissioners. Commissioner Christy moved to receive and file the lists and Commissioner Garganio seconded the motion. There were no questions or comments. All Commissioners in attendance voted in the affirmative. The motion carried.

Approval of Operations & Maintenance Committee Meeting Minutes of November 27, 2018 Vice Chairman Nash stated that the Minutes of the November 27, 2018 Operations & Maintenance Committee Meeting were previously provided to all Commissioners. Commissioner Fentress moved to approve the Minutes and Commissioner Frattali seconded the motion. There were no comments or corrections. All Commissioners in attendance voted in the affirmative to approve the Minutes as submitted. The motion carried.

Page 3 of 8 Adoption of Resolutions Approved by the Operations & Maintenance Committee on November 27, 2018 Vice Chairman Nash stated that there were three (3) Resolutions from the November 27, 2018 Operations & Maintenance Committee Meeting for consideration and introduced the following:

DRPA-18-123 Design Oversight and Construction Monitoring Services for Contract No. GN-0040-18, DRPA Solar Photovoltaic Systems

Chief Engineer Venuto presented a Summary Statement and Resolution that the Board authorize staff to negotiate an agreement with Jacobs Engineering to provide Design Oversight and Construction Monitoring Services for Contract No. GN-0040-18, DRPA Solar Photovoltaic Systems in the amount of $2,570,590.00. The services will include a full-time structural engineer and electrical engineer and full-time Resident Engineer for inspecting all contract field activities and monitoring the Solar Developer’s compliance with plans and specifications. Commissioner Frattali moved to approve Resolution DRPA-18-123 and Commissioner Powell seconded the motion. There were no questions or comments. All Commissioners in attendance voted in the affirmative to approve the Resolution. The motion carried.

DRPA-18-124 Capital Contract Project Modification

Chief Engineer Venuto presented a Summary Statement and Resolution that the Board authorize staff to execute a modification in the amount of $99,934.82 to its contract #12-I with Sowinski Sullivan Architects, P.C. regarding Installing Elevators in Remaining PATCO Stations. Commissioner DiAntonio moved to approve Resolution DRPA-18-124 and Commissioner Powell seconded the motion. There were no questions or comments. All Commissioners in attendance voted in the affirmative to approve the Resolution. The motion carried.

DRPA-18-125 Toll Technology Assessment for DRPA Bridge Facilities

Chief Operating Officer Hicks presented a Summary Statement and Resolution that the Board authorize staff to negotiate a multi-year contract with IBI Group, Inc. in the amount of $772,208.51 to perform work for the DRPA to improve the existing tolling operations by identifying best practices and business value, researching and implementing innovative technologies, building a strong workforce, and enhancing customer service and delivery. Commissioner Powell moved to approve Resolution DRPA-18-125 and Commissioner Frattali seconded the motion. There were no questions or comments. All Commissioners in attendance voted in the affirmative to approve the Resolutions. The motion carried.

Approval of Labor Committee Meeting Minutes of November 27, 2018 Vice Chairman Nash stated that the Minutes of the November 27, 2018 Labor Committee Meeting were previously provided to all Commissioners. Commissioner Fentress moved to approve the Minutes and Commissioner Borski seconded the motion. There were no comments or corrections. All Commissioners in attendance voted in the affirmative to approve the Minutes as submitted. The motion carried.

Page 4 of 8 Adoption of Resolution Approved by the Labor Committee on November 27, 2018 Vice Chairman Nash stated that there was one (1) Resolution from the November 27, 2018 Labor Committee Meeting for consideration and introduced the following:

DRPA-18-126 Outside Employment

Chief Administrative Officer Brown presented a Summary Statement and Resolution that the Board evaluate and authorize outside employment for certain employees who are director level or above. Ms. Brown listed the two (2) employees who are currently seeking approval for outside employment and the positions they were seeking. Commissioner Fentress moved to approve the Minutes and Commissioner Powell seconded the motion. There were no questions or comments. All Commissioners in attendance voted in the affirmative to approve the Minutes as submitted. The motion carried.

Approval of Finance Committee Meeting Minutes of November 28, 2018 Vice Chairman Nash stated that the Minutes of the November 28, 2018 Finance Committee Meeting were previously provided to all Commissioners. Commissioner Powell moved to approve the Minutes and Commissioner DiAntonio seconded the motion. There were no comments or corrections. All Commissioners in attendance voted in the affirmative to approve the Minutes as submitted. The motion carried.

Adoption of Resolutions Approved by the Finance Committee on November 28, 2018 Vice Chairman Nash stated that there were six (6) Resolutions from the November 28, 2018 Finance Committee Meeting for consideration and introduced the following:

DRPA-18-127 2019 DRPA Operating Budgets

Chief Financial Officer White presented a Summary Statement and Resolution that the Board authorize staff to adopt the DRPA Operating Budget for the year 2019, which had been previously provided to all Committee members. He noted that the proposed Operating Budgets was consistent with anticipated revenues and is required by the 1998 Bond Indenture. Commissioner Fentress moved to approve the Resolution and Commissioner Powell seconded the motion. There were no questions or comments. All Commissioners in attendance voted in the affirmative to approve the Resolution as submitted. The motion carried.

DRPA-18-128 Resolution in Accordance with Section 5.15 and 5.09 of the 1998 Indenture of Trust dated as of July 1, 1998 with TD Bank, N.A., As Trustee, to adopt an Annual Budget of the Delaware River Port Authority for the 2019 Fiscal Year

Page 5 of 8 DRPA-18-129 Resolution in Accordance with Section 5.07 of the 1999 Port District Project Bonds Indenture dated December 1, 1999 with The Bank of New York Mellon as Trustee, to Adopt an Annual Budget of the Delaware River Port Authority for the 2019 Fiscal Year

DRPA-18-130 Resolution in Accordance with Section 5.07 of the 2012 Port District Project Bonds Indenture dated December 1, 2012 with TD Bank, N.A., as Trustee, to Adopt an Annual Budget of the Delaware River Port Authority for the 2019 Fiscal Year

With the Vice Chairman’s permission, Chief Financial Officer Mr. White presented the Summary Statements and Resolutions as a group. The above three (3) items were voted on together. Commissioner Frattali moved to approve the Resolution and Commissioner DiAntonio seconded the motion. There were no questions or comments. All Commissioners in attendance voted in the affirmative to approve the Resolution as submitted. The motion carried.

DRPA-18-131 Authorization to Defer Effective Date of Biennial CPI-Based Toll Increase to January 1, 2021

Chief Financial Officer White presented a Summary Statement and Resolution that the Board authorize and direct that the scheduled effective date for the Consumer Price Index-based biennial toll increase (approved by DRPA Resolution 09-064, as amended by DRPA Resolution 09-096, and DRPA Resolution 14-147) be deferred from January 1, 2019 to January 1, 2021. He explained that the Authority had determined that sufficient revenues and bond project funds and General Fund “pay go” capital funds are available to fund the next four to five years of its Capital Plan, and that it is therefore both proper and prudent to defer the effective date of the scheduled biennial CPI-based toll increase. Commissioner Fentress moved to approve Resolution DRPA-18-131 and Commissioner Nelson seconded the motion. There were no questions or comments. All Commissioners in attendance voted in the affirmative to approve the Resolutions. The motion carried.

DRPA-18-132 New DRPA/PATCO Network Security and Privacy Liability Policy

Chief Administrative Officer Brown presented a Summary Statement and Resolution that the Board authorize staff to bind the Authority’s New Network Security and Privacy Liability Policy, commonly referred to as “Cyber Liability”, in amount not to exceed $160,380.00. Commissioner Powell moved to approve Resolution DRPA-18-132 and Commissioner Nelson seconded the motion. There were no questions or comments. All Commissioners in attendance voted in the affirmative to approve the Resolutions. The motion carried.

Approval of Audit Committee Meeting Minutes of November 28, 2018 Vice Chairman Nash stated that the Minutes of the November 28, 2018 Audit Committee Meeting were previously provided to all Commissioners. Commissioner Nelson moved to approve the

Page 6 of 8 Minutes and Commissioner Powell seconded the motion. There were no comments or corrections. All Commissioners in attendance voted in the affirmative to approve the Minutes as submitted. The motion carried.

Adoption of Resolution Approved by the Audit Committee on November 28, 2018 Vice Chairman Nash stated that there was one (1) Resolution from the November 28, 2018 Audit Committee Meeting for consideration and introduced the following:

DRPA-18-133 Approval of Citizens Advisory Committee Membership Nomination – Reggie Haynes

Chief Administrative Officer Brown presented a Summary Statement and Resolution that the Board approve the nomination made by the Citizens Advisory Committee to fill one (1) New Jersey vacancy on the Committee. The nominee was Reggie Haynes. Commissioner Borski moved to approve to approve Resolution DRPA-18-133 and Commissioner Powell seconded the motion. There were no questions or comments. All Commissioners in attendance voted in the affirmative to approve the Minutes as submitted. The motion carried.

Unfinished Business There was no DRPA Unfinished Business.

Citizens Advisory Committee Report There was no report from the Citizens Advisory Committee.

New Business Vice Chairman Nash reported that there were three (3) items of New Business for consideration, and introduced the following:

DRPA-18-134 Consideration of Pending DRPA Contracts (Between $25,000 and $100,000)

Commissioner Fentress moved to adopt Resolution DRPA-18-134 and Commissioner Powell seconded the motion. There were no questions or comments on the Resolution. All Commissioners in attendance voted in the affirmative to adopt the Resolutions. The motion carried.

DRPA-18-135 Collective Bargaining Agreement between DRPA and IUOE

DRPA-18-136 Collective Bargaining Agreement between DRPA and FOP

General Counsel/Corporate Secretary Santarelli presented a Summary Statement and Resolution that the Board authorize the Collective Bargaining Agreement between DRPA and IUOE (DRPA- 18-135) and stated that the economic terms are summarized in the Summary Statement and

Page 7 of 8 Resolution, and include salary increases as follows: 4% retroactive to January 1, 2018; 0% effective January 1, 2019; and 2% effective January 1, 2020.

Mr. Santarelli also presented a Summary Statement and Resolution that the Board authorize the Collective Bargaining Agreement between DRPA and FOP (DRPA-18-136) and stated that the economic terms are summarized in the Summary Statement and Resolution, and include salary increases as follows: 6% retroactive to January 1, 2018; 0% effective January 1, 2019; 2% effective January 1, 2020; 0% effective January 1, 2021.

Commissioner Frattali moved to adopt Resolutions DRPA-18-135 and DRPA-18-136 and Commissioner Powell seconded the motion. There were no questions or comments on the Resolution. All Commissioners in attendance voted in the affirmative to adopt the Resolutions. The motion carried.

MEETING HELD IN ABEYANCE

At 9:38 a.m., Vice Chairman Nash stated that the DRPA Board meeting would be held in abeyance and the PATCO Board Meeting would convene.

Adjournment With no further DRPA business to discuss, Commissioner Fentress moved to adjourn the DRPA Board Meeting and Commissioner DiAntonio seconded the motion. All Commissioners in attendance voted to approve the motion and the DRPA Board Meeting adjourned at 9:51 a.m.

Respectfully Submitted,

Raymond J. Santarelli, Esquire General Counsel and Corporate Secretary

Page 8 of 8

2018 Third Quarter Financial Statement

DELAWARE RIVER PORT AUTHORITY BALANCE SHEET September 30, 2018 UNAUDITED Restricted Funds Restricted Funds Restricted Funds September 30, 2018 December 31, 2017 Capital Revenue General Maintenance Bond Service Bond Reserve Project Combined Combined Fund Fund Fund Fund Funds Funds Funds Total Total PY Assets Current Assets Cash and Cash Equivalents $ 3,069,667 $ 26,961,929 $ 30,031,596 $ 30,923,831 Investments 522,507,435 522,507,435 570,604,982 Accounts Receivable net of Allowance 8,894,829 11,347,440 20,242,270 14,196,022 Accrued Interest Receivable 550,414 550,414 444,424 Transit System and Storeroom Inventories 333,800 5,823,560 6,157,360 6,043,544 Prepaid Expenses 1,687,837 518,369 2,206,206 5,949,110 Economic Development Loans net Current Portion 409,510 409,510 420,936 Restricted Assets Cash and Cash Equivalents 3,325,021 536,831 $ 3,861,852 7,800,970 Investments 14,408,770 5,252,373 57,702,781 133,695,044 612,497 211,671,465 225,689,292 Accrued Interest Receivable 3,605 3,605 3,605 Total Current Assets $ - $ 31,719,925 $ 568,118,658 $ 5,252,373 $ 57,702,781 $ 133,695,044 $ 1,152,933 $ 797,641,713 $ 862,076,717 Non Current Assets Restricted Investments for Capital Assets $ - $ 2,929,338 Capital Assets net of Accumulated Depreciation Land 74,050,809 25,000 74,075,809 74,075,809 Construction in Progress 677,799,125 677,799,125 576,699,137 Bridges and Related Buildings and Equipment 524,254,626 524,254,626 544,578,436 Transit Property and Equipment 351,584,517 351,584,517 366,090,830 Port Enhancements 1,153,315 1,153,315 1,372,489 Total Non current Assets $ 1,628,842,392 $ - $ 25,000 $ - $ - $ - $ - $ 1,628,867,392 $ 1,565,746,040 Other Economic Development Loans net Non Current Portion 11,368,230 11,368,230 11,669,612 Debt Issuance Costs net of Amortization 842,755 75,979 918,734 994,066 Total Other Assets 842,755$ $ - $ 11,444,209 $ - $ - $ - $ - $ 12,286,964 $ 12,663,678 $ - Total Non Current Assets $ 1,629,685,147 $ - $ 11,469,209 $ - $ - $ - $ - $ 1,641,154,356 $ 1,578,409,718 Total Assets $ 1,629,685,147 $ 31,719,925 $ 579,587,868 $ 5,252,373 $ 57,702,781 $ 133,695,044 $ 1,152,933 $ 2,438,796,070 $ 2,440,486,435 Deferred Outflows of Resources Accumulated Decrease in Fair Value of Hedge 63,269,166 63,269,166 63,269,166 Pension Related Amounts - 34,565,110 8,116,459 42,681,569 42,681,569 Loss on Refunding of Debt 3,738,424 1,498,521 5,236,945 6,396,829 Total Deferred Outflows of Resources $ 67,007,590 $ 34,565,110 $ 9,614,980 $ - $ - $ - $ - $ 111,187,680 $ 112,347,564 Liabilities Current Liabilities Accounts Payable Retained Amounts on Contracts 97,868 18,058,014 18,155,882 12,865,401 Other Accounts Payable 4,168,995 6,632,679 10,801,674 24,021,858 Accrued Liabilities Claims and Judgments 344,920 343,993 688,913 1,634,610 Self Insurance 1,062,988 767,070 1,830,058 1,749,779 Pension 3,359,915 982,475 4,342,390 13,421,836 Sick and Vacation Leave Benefits 1,508,909 282,954 1,791,863 1,813,303 Other Accrued Liabilities 1,185,193 773,223 1,958,416 1,895,711 Unearned Revenue 1,422,825 2,173,676 3,596,501 3,512,571 Liabilities Payable Restricted Assets Accrued Interest Payable 12,203,055 12,203,055 23,978,150 Bond Payable - Current 44,645,000 14,405,000 59,050,000 55,865,000 Total Current Liabilities $ 44,645,000 $ 13,151,614 $ 44,419,083 $ - 12,203,055$ $ - $ - $ 114,418,751 $ 140,758,220 Non Current Liabilities Accrued Liabilities Claims and Judgments 517,380 515,989 1,033,369 2,451,915 Self Insurance 1,594,483 1,150,605 2,745,087 2,624,668 Sick and Vacation Leave Benefits 2,263,364 424,430 2,687,794 2,719,955 Net Pension Liability 133,604,791 20,198,748 153,803,539 153,803,539 Other Post Employment Liabilities 10,372,104 4,106,814 14,478,918 14,478,918 Unearned Revenue 2,134,238 3,260,514 5,394,752 5,268,857 Premium payment payable - Derivative 17,612,935 17,612,935 17,612,935 Derivative Instrument - Interest Rate SWAP 63,269,166 6,981 26,526 63,302,672 63,302,672 Bonds Payable net of Amortizations 1,209,158,823 128,878,256 1,338,037,079 1,398,956,067 Total Noncurrent liabilities $ 1,290,040,925 $ 150,486,359 $ 158,535,356 $ - $ 6,981 $ 26,526 $ - $ 1,599,096,146 $ 1,661,219,525 Total Liabilities $ 1,334,685,925 $ 163,637,973 $ 202,954,438 $ - $ 12,210,035 $ 26,526 $ - $ 1,713,514,897 $ 1,801,977,745 Deferred Inflows of Resources Pension Related Amounts 5,823,788 900,217 6,724,005 6,724,005 Total Deferred Inflows of Resources $ - $ 5,823,788 $ 900,217 $ - $ - $ - $ - $ 6,724,005 $ 6,724,005 $ - Net Position (48,676,870)$ $ (112,606,233) $ 393,048,823 $ 5,022,117 $ 45,492,745 $ 133,668,518 $ (50,093,493) $ 365,855,606 $ 508,337,248 Net Invested in Capital Assets $ 230,986,414 25,000 $ 51,246,426 $ 282,257,840 $ 235,795,000 Total Net Position $ 362,006,813 $ (103,176,726) $ 385,348,192 $ 5,252,373 $ 45,492,745 $ 133,668,518 $ 1,152,933 $ 829,744,848 $ 744,132,248

Page 1 DELAWARE RIVER PORT AUTHORITY Combined Statements of Revenues, Expenses and Changes in Net Position For the Periods Ended September 30 (Unaudited) (amounts expressed in thousands) Period Ending Third Quarter 9/30/2018 9/30/2017 2018 2017 Operating Revenues Bridges: Tolls (Schedule 4) $ 252,666,932 $ 250,864,440 $ 89,333,192 $ 88,335,682 Other Operating Revenues 6,133,099 4,737,969 2,988,334 1,569,229 Total Bridge Operating Revenues $ 258,800,031 $ 255,602,409 $ 92,321,526 $ 89,904,911 Transit System: Passenger Fares 19,484,427 19,969,295 6,470,347 6,580,754 Other Operating Revenues 1,372,693 1,229,739 550,196 416,315 Total Transit System Operating Revenues $ 20,857,120 $ 21,199,034 $ 7,020,543 $ 6,997,069 Total Operating Revenues $ 279,657,151 $ 276,801,443 $ 99,342,069 $ 96,901,981 Operating Expenses Operations 35,994,326 34,620,213 12,051,327 11,896,429 Transit System 32,567,044 31,236,396 10,625,723 11,483,692 Community Impact 375,103 2,843,585 125,106 947,859 General & Administrative 47,396,730 47,631,059 18,042,315 16,089,696 Port of Philadelphia & Camden - (1,685) - (1,685) Depreciation 48,358,061 43,045,747 16,084,248 14,131,291 Total Operating Expenses $ 164,691,264 $ 159,375,315 $ 56,928,719 $ 54,547,282 Operating Income $ 114,965,887 $ 117,426,128 $ 42,413,350 $ 42,354,699 Non Operating Revenues (Expenses) Interest Income 10,146,573 6,653,774 3,978,484 2,656,421 Change in FMV of Derivative Instruments $ 10,146,573 $ 6,653,774 $ 3,978,484 $ 2,656,421 Interest on Funded Debt Port District Project Bonds, Series 1999 (862,498) (1,188,912) (287,499) (404,288.00) Amortization Expense PDP Series 1999 (45,588) (45,588) (15,196) (15,196) Refunding Revenue Bonds, Series 2008 (3,050,665) (2,230,883) (1,054,468) (790,219) 1995 Revenue Swap Payments (Rel 2008) (6,653,252) (8,293,008) (2,117,746) (2,653,957) Refunding Revenue Bonds, Series 2010 (3,688,805) (2,624,268) (1,327,980) (937,358) 1999 Revenue Swap Payments (Rel 2010) (8,372,962) (10,343,795) (2,671,925) (3,316,681) Revenue Bonds, Series D 2010 (11,590,649) (11,590,649) (3,863,550) (3,863,550) Amortization Expense Rev Bonds Series D 2010 (29,744) (29,744) (9,915) (9,915) Port District Project Refunding Bonds 2012 (3,370,452) (3,548,664) (1,123,484) (1,182,888) Revenue Bonds, Series 2013 (17,316,131) (17,316,131) (5,772,044) (5,772,044) $ (54,980,746) $ (57,211,642) $ (18,243,807) $ (18,946,096) Economic Development Activities (60,549) (3,503,200) (14,100) (1,653,146) Other Grant Revenues 987,291 557,502 250,000 417,657 Other Non Operating Income 191,380 232,045 34,771 134,614 Other Non Operating Expenses (903,901) (34,953) (530,189) (173,773) Total Non Operating Revenues (Expenses) $ (44,619,952) $ (53,306,474) $ (14,524,841) $ (17,564,323) Income Before Capital Contributions $ 70,345,935 $ 64,119,654 27,888,509$ $ 24,790,376 Fed & State Capital Improvement Grants 15,266,665 2,512,586 9,814,205 854,379 Change in Net Position 85,612,600 $ 66,632,240 $ 37,702,714 $ 25,644,755 Net Position, January 1 $ 744,132,248 $ 655,240,965 $ 792,042,134 $ 696,228,450 Net Position, September 30, 2018 $ 829,744,848 $ 721,873,205 $ 829,744,848 $ 721,873,205

Page 2 CONSOLIDATED STATEMENT OF CASH FLOWS For the Period Ended September 30 (Unaudited) (amounts expressed in thousands)

Cash Flow Statement 9 Months 9/30/2018 9/30/2017 Cash Flows From Operating Activities Receipts from Customers and Users $ 273,815 $ 274,389 Payment for Other Goods and Services (45,047) (37,268) Payments for Employee Services (85,434) (82,352) Net cash Provided by Operating Activities $ 143,334 $ 154,770

Cash Flows From Non Capital Financing Payments for Econ Dev Activity (61) (3,503) Repayment of Econ Development Loans 313 291 Grants Received 987 558 Proceeds from Non Operating Income 191 232 Payments for Non Operating Expenses (2,291) (1,931) Net Cash Provided by Non Capital Finance $ (860) $ (4,354)

Cash Flows From Capital Financing Acquisition & Construction of Capital Asset (114,409) (91,876) Capital Contributions Received 15,267 2,513 Principal Paid on Bonded Debt (55,865) (52,870) Interest Paid on Debt (67,390) (69,693) Net Cash Provided by Capital Finance $ (222,397) $ (211,926) Cash Flows From Investing Activities Purchase of Investments (472,915) (531,610) Proceeds from Sale/Maturity Investments 537,960 577,602 Interest Received 10,047 6,593 Net Cash Provided by Investing Activity $ 75,091 $ 52,585

Net Increase (Decrease) in Cash and Equivalents $ (4,831) $ (8,925)

Cash, Beginning of Year $ 38,725 $ 43,614

Cash, End of Period $ 33,893 $ 34,689

Cash at September 30 $ 33,893 $ 34,689 Unrestricted $ 30,032 $ 30,199 Restricted $ 3,862 $ 4,490

Page 3 Combined Supplemental Schedule of Changes in Fund Net Position Information by Fund For the Period Ended September 30, 2018 (Unaudited)

Restricted Restricted Funds Restricted Capital Revenue General Maintenance Bond Service Bond Reserve Combined Project September 30, 2018 ############### Fund Fund Fund Fund Funds Funds Funds Total Total Net Position (Deficiency), January 1 $ 251,630 $ (118,323) $ 410,660 $ 5,139 $ 56,461 $ 133,916 $ 4,650 $ 744,132 $ 655,241

Revenues & Expenses: Operating Revenue 258,648 21,009 279,657 365,980 Operating Expenses (48,358) (35,783) (33,154) (117,295) (160,243) General & Administration Expense (39,548) (7,848) (47,397) (61,270) Investment Income 375 6,459 113 296 2,894 9 10,147 9,128 Interest Expense (319) 953 (55,615) (54,981) (72,556) Economic Development Activities (61) (61) (4,194) Other Non Operating Revenues (Expenses) () (270) (443) (713) 2,623 Other Grant Revenues 987 987 1,867 Total Revenue & Expenses $ (48,677) $ 183,423 $ (12,098) $ 113 $ (55,318) $ 2,894 $ 9 $ 70,346 $ 81,334

Gov't Contributions for Cap Improvements 15,267 15,267 7,557

Retirement of Bonds (14,739) 9,975 (50,010) (54,774) Funds Free and Clear of Any Lien or Pledge (110,809) 110,809 - Bond Service (69,960) (19,999) 98,966 (9,007) - Capital Additions 77,555 (77,555) - Funds Permitted for Capital Expenditures 33,962 (33,962) - Funds for Permitted Port Projects - - Total Interfund Transfers & Payments $ 159,054 $ (168,277) $ (28,480) $ 44,351 $ (3,142) $ (3,507)

Net Position (Deficiency) End of Period $ 362,007 $ (103,177) $ 385,348 $ 5,252 $ 45,493 $ 133,669 $ 1,153 $ 829,745 $ 744,132

Page 4 DELAWARE RIVER PORT AUTHORITY Other Postemployment Benefits Trust Combined Statement of Trust Net Position Available for Benefits For the Period Ended September 30, 2018 (Unaudited) (amounts expressed in thousands)

Assets 09/30/18 Investments $ 25,905

Total Assets 25,905

Liabilities Accrued Expenses 0

Total Liabilities 0

Net Position Held in Trust for Retiree Health Benefits 25,905

Total Net Position $ 25,905

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

Page 5 DELAWARE RIVER PORT AUTHORITY Other Postemployment Benefits Trust Combined Statement of Changes in Trust Net Position For the Year Period Ended September 30, 2018 (Unaudited) (amounts expressed in thousands) Unaudited

Additions 9/30/2018 Employer Contributions Investment Income (Loss) $ 197

Total additions 197

Deductions Benefit Payments Administrative Expenses (58)

Total deductions (58)

Increase (Decrease) in Net Position 139

Net Position, January 1 25,766

Net Position, September 30, 2018 $ 25,905

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

Page 6 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 1. Summary of Significant Accounting Policies

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

The costs of providing facilities and services to the general public on a continuing basis are recovered primarily in the form of tolls and fares. The Authority is a member of the E-ZPass Interagency Group, the largest interoperable electronic toll collection system in the world, comprised of twenty-nine (29) agencies in sixteen (16) states. Through September 30, 2018, customer participation in the E-ZPass electronic toll collection process exceeded seventy-four percent (74.88%) of its toll collection activity during rush hour periods. Toll revenues collected through E-ZPass are now seventy-two percent (72.0%) of total toll revenues.

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

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

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

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

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

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

Page 7 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 1. Summary of Significant Accounting Policies (Continued)

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

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

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

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

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

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

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

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

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

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

Page 8 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 1. Summary of Significant Accounting Policies (Continued)

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

Economic Development Activities: The Authority establishes loan loss provisions for economic development loans receivable, based upon collection history and analysis of creditor’s ability to pay. The Authority has established a loss reserve in the amount of $1,345 as of September 30, 2018 and December 31, 2017 for its economic development loans outstanding.

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

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

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

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

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

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

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

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

Page 9 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 1. Summary of Significant Accounting Policies (Continued)

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

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

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

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

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

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

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

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

Page 10 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 2. Cash and Cash Equivalents (audited 12/31/17 information)

Custodial Credit Risk Related to Deposits: Custodial credit risk is the risk that, in the event of a bank failure, the Authority’s deposits might not be recovered. The Authority does not have a deposit policy for custodial credit risk. As of December 31, 2017 the Authority’s bank balance of $56,987 (including certificates of deposit of $14,008 classified as investments in the combined statements of net position), were exposed to custodial credit risk as follows: 2017 Uninsured and uncollateralized 9,132$ Uninsured and collateralized (collateral held by bank's department or agent, but not in the

Authority's name) 42,979$

Note 3. Investment in Securities

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

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

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

Maturities Fair Value (months Hierarchy Investment average) Level * 2017 Asset back securities 335.43 Level 1 $ 80 Corporate bonds and notes 37.14 Level 1 97,777 Short-term investments 20.49 Level 1 622,316 U.S. federal agency notes and bonds 223.15 Level 1 8,882 U.S. government treasuries 34.63 Level 1 56,162 785,217 Certificates of deposits held at banks 14,008 Total $ 799,225

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

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

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

Page 11 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 3. Investment in Securities (Continued)

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

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

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

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

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

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

Asset Corporate U.S. Federal US Actual Backed Bonds Agency Notes Government Rating Securities and Notes and Bonds Treasuries AAA - 1,963$ - - AA+ - 1,903 $ 8,312 53,817$ AA 3$ 2,903 - - AA- - 14,233 - - A+ - 3,793 - - A- - 4,992 - - A - 11,584 - - BBB+ - 4,396 - - BBB - 150 - - D 77 - - - Unrated - 51,860 570 2,345 80$ 80$ 97,777$ $ 8,882 $ 56,162

Page 12 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 3. Investment in Securities (Continued)

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

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

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

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

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

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

As of September 30, 2018 and December 31, 2018 more than 5% of the Authority’s investments are with NATIXIS NY BRH commercial paper. These investments, classified in corporate bonds and notes, represent 6.8% and 6.5%, respectively, of the Authority’s total investments.

OPEB Trust:

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

Custodial Credit Risk Related to Investments: The Authority’s investments at September 30, 2018 and December 31, 2018 totaled $25,905and $25,785, respectively. These investments consisted of money market funds, corporate bonds and notes, U.S. federal agency notes and bonds, and U.S. government treasuries. All of the Authority’s investments are maintained in the Authority’s name, by a third-party financial institution acting as the Authority’s agent.

Page 13 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 3. Investment in Securities (Continued)

Custodial Credit Risk Related to Investments (Continued): As of September 30 2018 and December 31, 2017, the Authority had the following investments in the OPEB Trust:

Investment 9/30/2018 12/31/2017 Short-Term Investments 5,020$ 5,301$ Corporate Bonds and Notes 5,150$ 3,125 U.S. Federal Agency Notes and Bonds 2,842 5,172 U.S. Government Treasuries 12,893 12,187 25,905$ 25,905$ 25,785$

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

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

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

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

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

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

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

Page 14 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 4. Derivative Instruments

In accordance with the requirements of Governmental Accounting Standards Board Statement No. 53, Accounting and Financial Reporting for Derivative Instruments (“GASBS 53”), related to derivative instruments, the Authority engaged a financial advisory firm to analyze the effectiveness of the two “cash- flow hedges” (specifically the 1995 and 1999 Revenue Bond swaptions). Both swaptions were found to be substantially effective. At September 30, 2018, the value of the pay-fixed interest rate swap (1995 Revenue Bond Swaption) was ($28,493). At September 30, 2018 the value of the pay-fixed interest rate swap (1999 Revenue Bond Swaption) was ($36,411).The pay-fixed interest rate swaps are classified as deferred outflows of resources on the combined statements of net position, and total ($64,917) at September 30, 2018.

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

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

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

Objective and Terms of Hedging Derivative Instruments: The following table summarizes the objective and terms of the Authority’s hedging instruments outstanding at September 30, 2018:

Notional Effective Maturity Type Objective Amount Date Date Terms

Pay-fixed interest Hedge of changes Pay 5.447%; rate swap (1995 in cash flows of the receive 66% of Revenue Bonds 2008 Revenue one-month Swaption) Refunding Bonds $ 211,360 07/01/15 01/01/26 LIBOR Pay-fixed interest Hedge of changes Pay 5.738%; rate swap (1999 in cash flows of the receive 66% of Revenue Bonds 2010 Revenue one-month Swaption) Refunding Bonds $ 248,805 07/01/15 01/01/26 LIBOR

Page 15 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 4. Derivative Instruments (Continued)

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

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

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

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

On September 3, 2005, UBS AG (the original counterparty) advised the Authority that it was exercising its option on this swaption as of January 1, 2006. As a result, UBS AG paid the Authority $7,144 on January 3, 2006 as an exercise premium, which has been recorded as an unearned revenue and is being amortized as interest revenue over the life of the interest rate swap agreement. The Authority made its initial net monthly swap payment in February 2006. The Authority is current on its 2018 monthly net swap interest payments to The Toronto-Dominion Bank (the current counterparty), which totaled $6,653 and $10,958 as of September 30, 2018 and December 31, 2017, respectively.

Because of the aforementioned swap novation transaction, effective July 1, 2015, wherein the UBS-AG swap was terminated and UBS-AG was replaced by a new counterparty, The Toronto-Dominion Bank, the Authority reduced its swap exposure because of the resulting more favorable terms for the Authority. The ratings of the current counterparty (The Toronto-Dominion Bank) to the 1995 Revenue Bonds Swap by Moody’s, S&P, and Fitch are Aa1, AA-, and AA-, respectively, as of September 30, 2018.

Page 16 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 4. Derivative Instruments (Continued)

1995 Revenue Bonds Swaption (Continued): As of September 30, 2018, the 1995 Revenue Bond Swaption had an at-the-mark value of ($28,483) As of September 30, 2018, the notional value of the swap was $211,360.

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

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

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

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

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

Page 17 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 4. Derivative Instruments (Continued)

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

On September 3, 2009, UBS AG (the original counterparty) advised the Authority that it was exercising its option on this swaption as of January 1, 2010. The Authority began making net interest payments to USB AG, commencing in February 2010, representing January’s net interest payment. The Authority is current on its 2018 monthly net swap interest payments to Wells Fargo Bank, N.A. (the current counterparty), which totaled $8,373 and $13,676 as of September 30, 2018 and December 31, 2017, respectively.

Because of the aforementioned swap novation transaction, effective July 1, 2015, wherein the UBS-AG swap was terminated and UBS-AG was replaced by a new counterparty, Wells Fargo Bank, N.A., the Authority reduced its swap exposure because of the resulting more favorable terms for the Authority. The ratings of the counterparty (Wells Fargo Bank, N.A.) to the 1999 Revenue Bonds Swap by Moody’s, S&P, and Fitch are Aa2, A+, and AA-, respectively, as of September 30, 2018. As of September 30, 2018, the 1999 Revenue Bond Swaption had an at-the-mark value of ($38,411). As of September 30, 2018, the notional value of the swap was $248,805.

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

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

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

Variable Rate Bonds Swap Interest Payments Total Year Ending Variable Net Bonds and December 31, Principal Interest Total Fixed Pay Received Pay Swaps

2019 47,155 7,320 54,475 23,147 4,252 18,894 73,369 2020 49,800 6,508 56,308 20,356 3,740 16,617 72,925 2021 52,595 5,649 58,244 17,409 3,198 14,211 72,455 2022 55,540 4,743 60,283 14,296 3,211 11,086 71,369 2023-2026 255,075 8,845 263,920 25,201 4,118 21,083 285,003

460,165$ 460,165$ 496,720$ 452,075$ $ 479,021 500,072$ $ 483,759 431,024$

Page 18 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 4. Derivative Instruments (Continued)

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

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

If the options relating to the 2000 Swaption #1 or the 2000 Swaption #2 are exercised, Bank of America, N.A. is obligated to pay periodic interest payments (payable monthly) to the Authority based upon a fixed rate of 5.9229% per annum, and the Authority is obligated to pay periodic interest payments (payable monthly) to Bank of America, N.A. at a variable rate based upon the Securities Industry and Financing Markets Association (SIFMA) (formerly the BMA Municipal Swap Index) (a tax-exempt variable rate index). Only the net difference in the periodic payments owed would be exchanged between Bank of America, N.A. and the Authority. As of September 30, 2018, Bank of America, N.A. has not exercised its options on the aforementioned swaptions with a value totaling ($14.0).

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

Risks Related to Derivative Instruments:

Credit Risk: For the period and year ended September 30, 2018 and December 31, 2017, the Authority was not exposed to credit risk on its hedging derivative instruments or investment derivatives as all such derivative instruments were in a liability position based on their fair values.

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

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

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

Page 19 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 4. Derivative Instruments (Continued)

Risks Related to Derivative Instruments (Continued):

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

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

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

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

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

Note 5. Accounts Receivable

Accounts receivable for September 30, 2018 and December 31, 2017 are as follows:

9/30/2018 12/31/2017 Reimbursements from governmental agencies - Federal Transit Administration $ 9,470 $ 5,603 Reimbursements from governmental agencies - DOT, FEMA, PEMA, and U.S. and NJ Homeland Security 1,001 999 Development projects 3,500 3,500 E-ZPass bridge tolls from other agencies 8,689 6,626 Other 1,146 1,032 Gross receivables $ 23,806 $ 17,760 Less: allowance for uncollectible (3,564) (3,564) Net total receivables $ 20,242 $ 14,196

Page 20 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 6. Changes in Long-Term Liabilities

Long-term liability activity for the year ended September 30, 2018 is as follows:

Beginning Ending Due within Balance Increases Decreases Balance 1 Year

Bonds payable 1999 Port District Project Bonds $ 15,820 $ (4,570) $ 11,250 4,920$ 2008 Revenue Refunding Bonds 232,015 (20,655) 211,360 21,780 2010 Revenue Refunding Bonds 272,795 (23,990) 248,805 25,375 2010 Revenue Bonds 308,375 308,375 2012 Port District Project Refunding Bonds 129,075 (6,650) 122,425 6,975 2013 Revenue Bonds 476,585 476,585 Issuance discounts/premiums 20,156 6 (1,875) 18,287

Total bonds payable 1,454,821 6 (57,740) 1,397,087 59,050

Other liabilities Claims and judgments 4,087 2,572 (4,936) 1,722 689 Self-insurance 4,374 3,872 (3,671) 4,575 1,830 Sick and vacation leave 4,533 62 (110) 4,485 1,794 Net pension liability 153,804 153,804 Unearned revenue 8,781 418 (208) 8,991 3,597 Other postemployment benefits 14,479 14,479 Premium payment payable - derivative companion instrument 17,613 17,613 Derivative instrument - interest rate swap 63,303 63,303

$ 1,725,795 $ 6,930 $ (66,666) $ 1,666,059 66,959$

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

Beginning Ending Due within Balance Increases Decreases Balance 1 Year Bonds payable 1999 Port District Project Bonds $ 20,065 $ (4,245) $ 15,820 4,570$ 2008 Revenue Refunding Bonds 251,605 (19,590) 232,015 20,655 2010 Revenue Refunding Bonds 295,495 (22,700) 272,795 23,990 2010 Revenue Bonds 308,375 308,375 2012 Port District Project Refunding Bonds 135,410 (6,335) 129,075 6,650 2013 Revenue Bonds 476,585 476,585 Issuance discounts/premiums 22,754 $ 26 (2,624) 20,156 Total bonds payable 1,510,289 26 (55,494) 1,454,821 55,865

Other liabilities Claims and judgments 4,288 793 (994) 4,087 2,970 Self-insurance 4,153 2,021 (1,800) 4,374 2,903 Sick and vacation leave 3,879 1,361 (707) 4,533 2,494 Net pension liability 145,909 53,059 (45,164) 153,804 Unearned revenue 8,771 21,489 (21,479) 8,781 4,955 Other postemployment benefits 21,101 3,966 (10,588) 14,479 Premium payment payable - derivative companion instrument 21,320 (3,707) 17,613 Derivative instrument - interest rate swap 81,366 (18,063) 63,303 $ 1,801,076 $ 82,715 $ (157,996) $ 1,725,795 69,187$

Page 21 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 7. Investment in Facilities

Capital assets for the year ended September 30, 2018 were as follows:

Beginning Ending Balance Increases Decreases Balance Capital assets not being depreciated Land $ 74,076 $ 74,076 Construction in progress 576,699 114,408 (13,308) 677,799 Total capital assets not being depreciated 650,775 114,408 (13,308) 751,875 Capital assets being depreciated Bridges and related building and equipment 1,168,737 5,461 1,174,198 Transit property and equipment 672,883 7,847 (558) 680,172 Port enhancements 6,703 - 6,703 Total capital assets being depreciated 1,848,323 13,308 (558) 1,861,073 Less: accumulated depreciation for: Bridges and related building and equipment (624,159) (26,254) (650,413) Transit property and equipment (306,792) (21,871) 558 (328,105) Port enhancements (5,331) (233) (5,564) Total accumulated depreciation (936,282) (48,358) (984,082) Total capital assets being depreciated, net 912,041 - 876,991 Total capital assets, net $ 1,562,817 $ 66,050 $ 1,628,867

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

Beginning Ending Balance Increases Decreases Balance Capital assets not being depreciated Land $ 74,076 $ 74,076 Construction in progress 530,307 91,898$ (45,506) 576,699 Total capital assets not being depreciated 604,383 91,898 (45,506) 650,775 Capital assets being depreciated Bridges and related building and equipment 1,144,267 28,121 (3,651) 1,168,737 Transit property and equipment 627,348 58,704 (13,169) 672,883 Port enhancements 6,703 6,703 Total capital assets being depreciated 1,778,318 86,825 (16,820) 1,848,323

Less: accumulated depreciation for: Bridges and related building and equipment (589,468) (38,342) 3,651 (624,159) Transit property and equipment (297,345) (22,616) 13,169 (306,792) Port enhancements (5,019) (312) (5,331) Total accumulated depreciation (891,832) (61,270) 16,820 (936,282) Total capital assets being depreciated, net 886,486 25,555 - 912,041

Total capital assets, net $ 1,490,869 117,453$ $ (45,506) $ 1,562,816

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

Total depreciation expense for the period and year ended September 30, 2018 and December 31, 2017 was $48,358 and $61,270, respectively.

Page 22 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 8. Deferred Compensation Plan

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

Note 9. Pension Plans

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

General Information about the Plans

Plan Descriptions

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

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

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

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

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

Page 23 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 9. Pension Plans (Continued)

General Information about the Plans (Continued)

Plan Descriptions (Continued)

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

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

Vesting and Benefit Provisions

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

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

Page 24 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 9. Pension Plans (Continued)

General Information about the Plans (Continued)

Vesting and Benefit Provisions (Continued)

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

The following represents the membership tiers for PERS:

Tier Definition

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

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

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

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

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

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

Page 25 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 9. Pension Plans (Continued)

General Information about the Plans (Continued)

Contributions

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

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

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

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

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

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

Page 26 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 9. Pension Plans (Continued)

General Information about the Plans (Continued)

Contributions (Continued)

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

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

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

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

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

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

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

Page 27 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 9. Pension Plans (Continued)

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

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

Deferred Outflows of Resources and Deferred Inflows of Resources

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

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

Deferred Outflows of Resources Deferred Inflows of Resources

SERS PERS Total SERS PERS Total

Differences between expected and actual experience $ 2,197 38$ $ 2,235 $ 3,405 - $ 3,405 Changes of assumptions 9,296 327 9,623 - 325$ 325 Net difference between projected and actual earnings on pension plan investments 12,789 11 12,800 - - - Differences between employer contributions and proportionate share of contributions 22 366 388 326 507 833 Changes in proportion 2,949 - 2,949 2,161 - 2,161 Employer contributions subsequent to the measurement date 14,654 32 14,686 - - - $ 41,907 774$ $ 42,681 $ 5,892 832$ $ 6,724

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

Deferred Outflows of Resources Deferred Inflows of Resources

SERS PERS Total SERS PERS Total

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

Changes of assumptions 4,291 307 4,598 - - - Net difference between projected and actual earnings on pension plan investments 14,705 57 14,762 - - -

Differences between employer contributions and proportionate share of contributions - - - $ 419 - $ 419

Changes in proportion 3,443 24 3,467 1,833 703$ 2,536 Employer contributions subsequent to the measurement date 12,735 22 12,757 - - - $ 38,098 438$ $ 38,536 $ 2,252 703$ $ 2,955

Page 28 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 9. Pension Plans (Continued)

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

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

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

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

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

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

Page 29 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 9. Pension Plans (Continued)

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

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

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

Year Ending Dec. 31 SERS PERS Total

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

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

Actuarial Assumptions

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

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

SERS PERS

Inflation 2.60% 2.25%

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

Investment rate of return 7.25% 7.00%

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

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

Page 30 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 9. Pension Plans (Continued)

Actuarial Assumptions (Continued)

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

Inflation 2.75% 3.08%

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

Investment rate of return 7.50% 7.65%

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

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

assumptions were based

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

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

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

Page 31 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 9. Pension Plans (Continued)

Actuarial Assumptions (Continued)

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

SERS PERS

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

Total 100.00% 100.00%

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

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

Page 32 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 9. Pension Plans (Continued)

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

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

December 31, 2017

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

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

December 31, 2016

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

Authority's proportionate share of the net pension liability - measurement

date December 31, 2015 $ 179,402 $ 144,425 $ 114,433

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

December 31, 2017

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

Authority's proportionate share of the net pension liability - measurement

date June 30, 2017 $ 2,010 $ 1,620 $ 1,295

December 31, 2016

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

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

Page 33 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 10. Postemployment Healthcare Plan

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

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

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

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

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

Page 34 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 10. Postemployment Healthcare Plan (Continued)

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

2017 2016 2015 Annual required contribution (arc) 4,555$ $ 4,882 4,952$ Interest on the net OPEB obligation 780 1,054 1,258 Adjustment to the arc (1,369) (1,374) (1,374) Annual OPEB cost 3,966 4,562 4,836 Pay-as-you go cost (existing retirees) (5,588) (4,813) (4,929) Increase (decrease) in the net OPEB obligation (1,622) (251) (93) Net OPEB Obligation, January 1 21,101 26,352 31,445 OPEB Obligation, December 31 19,479 26,101 31,352 OPEB Trust Contributions (5,000) (5,000) (5,000)

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

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

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

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

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

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

Page 35 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 10. Postemployment Healthcare Plan (Continued)

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

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

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

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

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

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

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

Health Care Cost Trend Rate:

Year Pre-65 Post-65

Initial Trend January 1, 2019 8.0% 8.0% Ultimate Trend January 1, 2022 & Later 5.0% 5.0%

Grading Per Year 1.0% 1.0%

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

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

Projected Salary Increase: Annual salary increase is 2.5%.

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

Page 36 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 11. Indentures of Trust

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

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

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

The Bond Resolution requires the maintenance of the following accounts:

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

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

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

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

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

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

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

Page 37 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 11. Indentures of Trust (Continued)

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

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

Note 12. Funded and Long-Term Debt

At September 30, 2018 the Authority had $1,398,333 in Revenue, Revenue Refunding, and Port District Project and Project Refunding Bonds outstanding, consisting of bonds issued in 1999, 2008, 2010 (two issues), 2012 and 2013. The 1999 Port District Project Bonds were issued pursuant to an Indenture of Trust dated December 1, 1999. The 2008 Revenue Refunding Bonds were issued pursuant to the Indenture of Trust dated July 1, 1998, as supplemented by a Fourth Supplemental Indenture dated October 1, 2007 and a Fifth Supplemental Indenture dated July 15, 2008. The 2010 Revenue Refunding Bonds were issued pursuant to an Indenture of Trust as previously supplemented by five supplemental indentures thereto and as further supplemented by a Sixth Supplemental Indenture dated as of March 15, 2010. The 2010 Revenue Bonds were issued pursuant to Indenture of Trust, dated as of July 1, 1998, a Sixth Supplemental Indenture, dated as of March 15, 2010, and a Seventh Supplemental Indenture, dated as of July 1, 2010. The 2012 Port District Project Refunding Bonds were issued pursuant to an Indenture of Trust dated December 1, 2012. The 2013 Revenue Bonds were issued pursuant to an Indenture of Trust, a Ninth Supplemental Indenture, dated as of December 1, 2013. Supplemental Indentures Ten through Twelve govern the 2016 issuance of four (4) LIBOR-indexed bank purchase loans with Wells Fargo Bank, Bank of America and TD Bank, related to the 2008 and 2010 Revenue Refunding Bonds.

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

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

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

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

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

Page 38 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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

1999 Port District Project Bonds (Continued): The 1999 Port District Project Bonds (Series A) outstanding at September 30, 2018 are as follows:

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

2019 7.63% 4,920 2021 7.63% 1,035 2020 7.63% 5,295

Total par value of 1999 Port District Project Bonds $ 11,250

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

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

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

Page 39 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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

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

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

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

Pursuant to the Continuing Covenant Agreement with B of A and the Twelfth Supplemental Indenture, the 2008A Revenue Refunding Bonds are subject to mandatory purchase by the Authority on July 15, 2020. If such 2008A Revenue Refunding Bonds are not purchased by the Authority on such date, the 2008A Revenue Refunding Bonds may, to the extent no event of default exists, remain held by B of A and subject to amortization payments from the Authority until the earlier of (i) three years from the mandatory purchase date, (ii) the date upon which such bonds are converted to an interest rate other than the Index rate, and (iii) the date on which such bonds are redeemed, repaid, prepaid or cancelled in accordance with the 1998 Revenue Bond Indenture. As of September 30, 2018 the 2008A Revenue Refunding Bonds were outstanding in the amount of $100,120.

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

Page 40 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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

2008 Revenue Refunding Bonds (Continued):

2008A Revenue Refunding Bonds (Continued):

Sinking Fund Redemption: The 2008A Revenue Refunding Bonds are subject to mandatory redemption in part on January 1 of each year and in the respective principal amounts set forth below at one hundred percent (100%) of the principal amount of 2008A Revenue Refunding Bonds to be redeemed, plus interest accrued to the Redemption Date, from funds which the Authority covenants to deposit in the 2008A Bonds Sinking Fund Account created in the 1998 Debt Service Fund established pursuant to 1998 Revenue Bond Indenture, in amounts sufficient to redeem on January 1 of each year the principal amount of such 2008A Revenue Refunding Bonds for each of the years set forth as follows: Sinking Fund Installments January 1 Series A 2019 10,315 2020 10,880 2021 11,475 2022 12,100 2023 12,755 2024 13,455 2025 14,185 2026 14,955

100,120$ 100,120$

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

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

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

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

As of September 30, 2018, the 2008B Revenue Refunding Bonds were outstanding in the amount of $111,240.

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

Page 41 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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

2008 Revenue Refunding Bonds (Continued):

2008B Revenue Refunding Bonds (Continued):

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

Sinking Fund Installments Series B January 1 January 1 2019 11,465 2023 14,175 2020 12,090 2024 14,945 2021 12,745 2025 15,760 2022 13,440 2026 16,620 111,240$ 111,240$

The 2008 Revenue Refunding Bonds outstanding at September 30, 2018 are as follows:

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

2026 Variable 100,120$ 2026 Variable $ 111,240

Total par value of 2008 Revenue Refunding Bonds $ 211,360

Interest Rate Mode: Weekly Rate Determination Date: Generally each Wednesday Interest Rate Payment Dates: First Business day of each month

Rate in Effect at September 30, 2018 : Series A-1: 2.209%; Series B: 3.030%

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

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

Page 42 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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

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

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

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

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

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

As of September 30, 2018, the 2010A-1 Revenue Refunding Bonds were outstanding in the amount of $51,305.

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

Page 43 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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

2010 Revenue Refunding Bonds (Continued):

2010A-1 Revenue Refunding Bonds (Continued):

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

Sinking Fund Installments Series A-1 January 1 January 1 2019 5,185 2023 6,545 2020 5,500 2024 6,935 2021 5,830 2025 7,350 2022 6,175 2026 7,785 51,305$ 51,305$

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

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

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

Page 44 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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

2010 Revenue Refunding Bonds (Continued):

2010A-2 Revenue Refunding Bonds (Continued): As of September 30, 2018, the 2010A-2 Revenue Refunding Bonds were outstanding in the amount of $55,330.

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

Sinking Fund Redemption: The 2010A-2 Revenue Refunding Bonds are subject to mandatory redemption in part on January 1 of each year and in the respective principal amounts set forth below at one hundred percent (100%) of the principal amount of 2010A-2 Revenue Refunding Bonds to be redeemed, plus interest accrued to the Redemption Date, from funds which the Authority covenants to deposit in the 2010A-2 Bonds Sinking Fund Account created in the 1998 Debt Service Fund established pursuant to 1998 Revenue Bond Indenture, in amounts sufficient to redeem on January 1 of each year the principal amount of such 2010A-2 Revenue Refunding Bonds for each of the years set forth as follows: Sinking Fund Installments Series A-2 January 1 January 1 2019 5,690 2023 7,050 2020 6,000 2024 7,440 2021 6,330 2025 7,850 2022 6,680 2026 8,290 55,330$ 55,330$

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

Under an irrevocable Direct Pay Letter of Credit (“LOC”) issued by Barclays, the Trustee or the remarketing agent is entitled to draw an amount sufficient to pay the purchase price of the bonds delivered to it. The existing LOC with Barclays expired in March and Barclays extended the LOC for a term of four years and has a stated expiration date of March 18, 2022.

Page 45 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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

2010 Revenue Refunding Bonds (Continued):

2010B Revenue Refunding Bonds (Continued): As of September 30, 2018, the 2010B Revenue Refunding Bonds were outstanding in the amount of $106,635.

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

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

Sinking Fund Installments Series B January 1 January 1 2019 10,875 2023 13,595 2020 11,500 2024 14,375 2021 12,160 2025 15,200 2022 12,860 2026 16,070 106,635$ 106,635$

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

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

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

Page 46 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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

2010 Revenue Refunding Bonds (Continued):

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

As of September 30, 2018, the 2010C Revenue Refunding Bonds were outstanding in the amount of $35,535.

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

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

Sinking Fund Installments Series C January 1 January 1 2019 3,625 2023 4,530 2020 3,830 2024 4,790 2021 4,055 2025 5,065 2022 4,285 2026 5,355 35,535$ 35,535$

The 2010 Revenue Refunding Bonds outstanding at September 30, 2018 were as follows:

Maturity Date Interest Principal (January 1) Rate/Yield Amount Series A 2026 Variable $ 106,635 Series B 2026 Variable 106,635 Series C 2026 Variable 35,535 Total par value of 2010 Revenue Refunding Bonds$ 248,805

Interest Rate Mode: Weekly Rate Determination Date: Generally each Wednesday Rate in Effect at September 30, 2018 Series A1: 2.209%; Series A2: 2.173%; Series B: 1.500% Series C: 2.341%

Page 47 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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

2010 Revenue Refunding Bonds (Continued):

The 2010 Revenue Refunding Bonds sinking fund installments outstanding at September 30, 2018 are as follows: Sinking Fund Installments January 1 Series A Series B Series C Total 2019 10,875 10,875 3,625 25,375 2020 11,500 11,500 3,830 26,830 2021 12,160 12,160 4,055 28,375 2022 12,855 12,860 4,285 30,000 2023 13,595 13,595 4,530 31,720 2024 14,375 14,375 4,790 33,540 2025 15,200 15,200 5,065 35,465 2026 16,075 16,070 5,355 37,500

106,635$ 106,635$ $ 106,635 $ 35,535 248,805$

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

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

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

Page 48 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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

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

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

The 2010 Revenue Bonds outstanding at September 30, 2018 are as follows:

Maturity Date Interest Principal Maturity Date Interest Principal (January 1) Rate/Yield Amount (January 1) Rate/Yield Amount Serial Bonds 2027 5.00% 3,465$ 2028 5.00% 17,210 2029 5.00% 18,070 2030 5.00% 18,975 57,720 57,720 Term Bonds 2031* 5.00% 16,245$ 2036* 5.00% 14,575 2031* 5.05% 3,675 2036* 5.00% 10,860 2032* 5.00% 17,055 2037* 5.00% 15,310 2032* 5.05% 3,865 2037* 5.00% 11,400 2033* 5.00% 17,905 2038* 5.00% 16,075 2033* 5.05% 4,060 2038* 5.00% 11,970 2034* 5.00% 18,810 2039* 5.00% 16,875 2034* 5.05% 4,260 2039* 5.00% 12,570 2035 5.00% 19,750 2040 5.00% 17,720 2035 5.05% 4,475 2040 5.00% 13,200 250,655 250,655 Total par value of 2010 Revenue Bonds 308,375 Less: unamortized bond discount (401) Total 2010 Revenue Bonds, net 307,974$

* Mandatory sinking fund payments

Page 49 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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

2010 Revenue Bonds (Continued):

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

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

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

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

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

Redemption Provisions:

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

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

Page 50 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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

2012 Port District Project Refunding Bonds (Continued):

Redemption Provisions (Continued):

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

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

The 2012 Port District Project Refunding Bonds outstanding at September 30, 2018 are as follows:

Maturity Date Interest Principal Maturity Date Interest Principal (January 1) Rate/Yield Amount (January 1) Rate/Yield Amount 2019 5.00% 6,975 2023 3.00% 14,545 2021 5.00% 7,320 2024 5.00% 15,520 2021 5.00% 12,350 2025 5.00% 16,300 2022 5.00% 14,085 2026 5.00% 17,115 2023 5.00% 240 2027 5.00% 17,975 Total par value of 2012 Port District Project Refunding Bonds 122,425 Add: unamortized bond premium 9,608 Total 2012 Port District Project Refunding Bonds, net 132,033$

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

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

Page 51 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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

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

The 2013 Revenue Bonds outstanding at September 30, 2018 are as follows:

Maturity Date Interest Principal Maturity Date Interest Principal (January 1) Rate/Yield Amount (January 1) Rate/Yield Amount 2027 5.000% 23,560$ 2034 5.000% 33,355$ 2027 4.125% 845 2034 4.625% 810 2028 5.000% 25,615 2035 5.000% 35,870 2029 5.000% 26,895 2036 5.000% 37,660 2030 5.000% 28,070 2037 5.000% 36,540 2030 4.500% 170 2038 4.750% 3,000 2031 5.000% 29,650 2038 5.000% 41,515 2032 4.500% 31,135 2039 5.000% 43,590 2033 5.000% 32,535 2040 5.000% 45,770 Total par value of 2013 Revenue Bonds 476,585 Add: unamortized bond premium 9,079

Total 2013 Revenue Bonds, net 485,664$

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

Page 52 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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

Maturities of Principal and Interest on Bonds: The following presents the principal and interest due on all bonds outstanding as of September 30, 2018 (assuming the letter of credit agreements and bank loan purchase agreements, with respect to the variable rate 2008 and 2010 Revenue Refunding Bonds are renewed over the term of the bonds and the bonds are remarketed):

Period Ending June 30, 2018 Principal Interest * Total 2019 59,050 53,017 112,067 2020 62,415 51,457 113,872 2021 65,980 49,865 115,845 2022 69,625 48,258 117,883 2023-2027 364,640 214,179 578,819 2028-2032 236,630 160,139 396,769 2033-2037 301,175 93,915 395,090 2038-2040 219,285 16,803 236,088 1,378,800 $ 687,633 $ 2,066,433 Net unamortized bond discounts and premiums 18,910 $ 1,397,710

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

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

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

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

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

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

Page 53 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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

Debt Authorized but not Issued (Continued): In January 2018, the Authority’s Board approved two (2) separate bond-related transactions: one, which will reduce its outstanding debt on its 2010D (through a bond defeasance), and the second, DRPA resolution #18-008, which authorizes the issuance of up to $350.0 million in new revenue bonds. Both of these transactions are subject to market conditions.

As of September 30, 2018, approximately $2.383 billion remains as authorized, but not issued. These authorizations provide flexibility for the Authority to engage in the aforementioned transactions, under the right conditions, but these authorizations do not obligate the Authority to execute any of the aforementioned transactions (Note: While Resolution 16-055 authorizes a debt issuance, the new tax law passed by Congress in December 2017 has prohibited “advance refunding” therefore, the debt authorization provided by Resolution 16-055 cannot be effectuated).

Bond Ratings:

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

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

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

In its report, Moody’s cited a number of core strengths of the Authority including: ”positive traffic momentum,” “a strong liquidity profile,” ”a manageable capital program and, “no-near term debt needs until 2021”, all key factors supporting the ratings increases. As of September 30, 2018, these ratings and outlook remain in place.

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

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

On April 21, 2016, S&P issued a bond ratings report on the Authority’s debt, using its new joint ratings criteria, wherein the Authority’s Port District Project (PDP) Bonds were upgraded from “BBB” to “A-“ (with stable outlook) and the Revenue Bonds were affirmed at “A”, with a stable outlook. S&P cited the Authority’s historical performance against budget, its strong financial stability and liquidity (including its capital “pay- go” fund), and its affordable 5-year capital plan of $662.4 million, as underlying strengths supporting its ratings actions.

Page 54 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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

Bond Ratings (Continued):

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

As of September 30, 2018, the Authority’s ratings remain unchanged at “A” (Revenue Bonds) and “A-” (Port District Project Bonds), with a “stable outlook”.

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

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

In its report issued on July 30, 2018, Moody’s upgraded the jointly supported transaction (or dual) long- term ratings on the Authority’s 2008B and 2010B variable rate Revenue Refunding bonds, backed by LOCs. The former bonds were upgraded from “Aa2” to “Aa1”, while the latter bonds were upgraded to “Aa3” from “A1”. These upgrades reflect a positive change in the “joint default analysis (JDA)” conducted by Moody’s, wherein the reviews “resulted in a decrease in the “default dependence between the Bank” and the Authority. (The JDA incorporates; 1) the long-term Counterparty risk Assessment of the Bank, and the underlying rating of the Bonds”; 2) the probability of default in the payment by the Bank and the Authority; 3) the structure and legal protections which provide for timely debt service payments.)

Set forth in the following chart are the jointly supported long-term and short-term ratings on the 2008 Revenue Refunding Bonds as of September 30, 2018 (See Note 19, “Subsequent Events”).

Long-term Short-term

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

2008B Revenue Refunding Bonds Moody's 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 55 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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

Bond Ratings (Continued):

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

Ratings on Jointly Supported Transactions, 2010 Revenue Refunding Bonds (Continued): In 2013, the existing Direct Pay Letters of Credit provided by JPMorgan Chase Bank, N.A., Bank of America, N.A. and PNC Bank, N.A. were replaced with Direct Pay Letters of Credit provided by Royal Bank of Canada, Barclays Bank PLC and The Bank of New York Mellon, respectively.

The long-term ratings assigned by Moody’s and S&P reflect each organization’s approach to rating jointly supported transactions and are based upon the Direct Pay Letters of Credit provided by Royal Bank of Canada for the 2010A Revenue Refunding Bonds, Barclays Bank PLC for the 2010B Revenue Refunding Bonds and The Bank of New York Mellon for the 2010C Revenue Refunding Bonds. Since a loss to a bondholder of a 2010A Revenue Refunding Bond, a 2010B Revenue Refunding Bond or a 2010C Revenue Refunding Bond would occur only if both the bank providing the applicable LOC and the Authority default in payment, Moody’s and S&P have assigned a long-term rating to the 2010 Revenue Refunding Bonds based upon the joint probability of default by both applicable parties.

In its report issued on July 30, 2018, Moody’s upgraded the jointly supported transaction (or dual) long- term ratings on the Authority’s 2008B and 2010B variable rate Revenue Refunding bonds, backed by LOCs. The former bonds were upgraded from “Aa2” to “Aa1”, while the latter bonds were upgraded to “Aa3” from “A1”. These upgrades reflect a positive change in the “joint default analysis (JDA)” conducted by Moody’s, wherein the reviews “resulted in a decrease in the “default dependence between the Bank” and the Authority. (The JDA incorporates; 1) the long-term Counterparty risk Assessment of the Bank, and the underlying rating of the Bonds”; 2) the probability of default in the payment by the Bank and the Authority; 3) the structure and legal protections which provide for timely debt service payments.)

Set forth in the following chart are the jointly supported long term and short-term ratings on the 2010 Revenue Refunding Bonds as of September 30, 2018 (see Note 19, “Subsequent Events”).

Long-term Short-term 2010A-1 Revenue Refunding Bonds Moody's Not Rated Not Rated (Bank Purchase Bonds) S&P Not Rated Not Rated 2010A-2 Revenue Refunding Bonds Moody's Not Rated Not Rated (Bank Purchase Bonds) S&P Not Rated Not Rated 2010B Revenue Refunding Bonds Moody's Aa3 VMIG 1 S&P AA A-1 2010C Revenue Refunding Bonds Moody's Not Rated Not Rated (Bank Purchase Bonds) S&P Not Rated Not Rated

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

Page 56 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 13. Government Contributions for Capital Improvements, Additions and Other Projects

The Authority receives contributions in aid for financing capital improvements to the rapid transit system from the Federal Transit Administration and other government agencies. Capital improvement grant funds of $18,308 and $7,557 were received in September 30, 2018 and December 31, 2017, respectively. The Authority receives federal and state grants for specific construction purposes that are subject to review and audit by the grantor agencies. Although such audits could result in disallowances under terms of the grants, it is the opinion of management that any required reimbursements will not be material to the Authority’s net position.

Note 14. Contingencies

Public liability claim exposures are self-insured by the Authority within its self-insured retention limit of $5 million for each occurrence, after which, exists a claims-made excess liability policy with a limit of $25 million per occurrence, in the aggregate, to respond to any large losses exceeding the self-retention.

The following is a summary of the claims and judgments liability of the Authority for the periods ended September 30, 2018 and December 31, 2017:

Claims and Judgments 9/30/2018 12/31/2017

Beginning balance $ 4,087 $ 4,288 Incurred claims 2,572 793 Payment of claims (4,936) (994) Ending balance $ 1,722 $ 4,087

There have been no settlements that exceed the Authority’s coverage for those periods.

In addition, the Authority self-insures the initial $1 million self-insured retention, per accident, for workers’ compensation claims, after which a $25 million limit of excess workers’ compensation insurance is provided by the policy to respond to significant worker compensation injuries. PATCO, however, self-insures the initial $1 million limit, per accident, for workers’ compensation claims, after which a $5 million limit of excess workers’ compensation insurance is retained to respond to significant claims.

The following is a summary of the self-insurance liability of the Authority for workers’ compensation claims for the periods ended September 30, 2018 and December 31, 2017:

Self-Insurance 9/30/2018 12/31/2017 Beginning balance $ 4,374 $ 4,152 Incurred claims 3,872 3,458 Payment of claims (3,671) (3,236) Other - administrative fees, recoveries - Ending balance $ 4,575 $ 4,374

There have been no settlements that exceed the Authority’s coverage for those periods.

The Authority is involved in various actions arising in the ordinary course of business and from workers’ compensation claims. In the opinion of management, the ultimate outcome of these actions will not have a material adverse effect on the Authority’s combined net position and combined results of operations. The Authority purchases commercial insurance for all other risks of loss, e.g. bridge and non-bridge property, crime, terrorism, etc. The Authority reviews annually, and where appropriate, adjusts policy loss limits and deductibles as recommended by its insurance consultants in response to prevailing market conditions, loss experience, and revenues. Policy loss limits are established with the professional assistance of independent insurance broker consultants to ensure that sufficient coverage exists to accommodate the maximum probable loss that may result in the ordinary course of business.

Page 57 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 14. Contingencies (Continued)

Per Article 5.11 of the 1998 Bond Indenture, “...the Authority must maintain with responsible insurers all insurance required….to provide against loss of or damage to the Facilities and loss of Revenues...to protect the interests of the Authority and the Bondholders.”

The Authority must submit in writing certifications, by “the Insurance Consultant” to the bond trustee, by April 30 of each year, stating that it has sufficient coverage with regards to “multi-risk insurance” (on DRPA and PATCO facilities), “use and occupancy insurance” (i.e., business interruption), etc., in compliance with the Indenture of Trust. The certifications must provide “in reasonable detail the insurance then in effect pursuant to” Section 5.11 and also must state whether, during the calendar year, any facility has been “materially damages or destroyed, and if so, the amount of insurance proceeds covering such loss or damage…” As advised in the certification, during 2017, the Authority did not experience any material damages related to its facilities. The Authority submitted its annual certification to the bond trustee, for the year ending December 31, 2017, prior to the deadline, on March 23, 2018.

Note 15. Commitments

Development Projects: In support of previously authorized economic development projects, the DRPA’s Board of Commissioners authorized loan guarantees to various banks to complete the financing aspects of a particular project. The Authority’s Board authorized loan guarantees in an amount not to exceed $27,000, prior to 2011 when the Board stopped funding new economic development projects.

Home Port Alliance Loan Guarantee: On June 6, 2012, the Authority negotiated a three-year extension of the existing $900 loan guarantee that supports a loan from TD Bank, N.A. to the Home Port Alliance for the Battleship New Jersey. The loan guarantee expired on June 6, 2015.

In April 2015, the Authority’s Board authorized the Authority to extend the loan guaranty for a ten-year period (DRPA-15-048) in the amount of $800. As of September 30, 2018, this is the only outstanding loan guarantee. The Authority has made no cash outlays related to this guarantee.

Community Impact: The Authority has an agreement with the City of Philadelphia (City) for Community Impact regarding the PATCO high-speed transit system (“Locust Street Subway Lease”). The agreement expires on December 31, 2050. In 2017, the base amount payable to the City totaled $3,291 as adjusted for cumulative increases in the Consumer Price Index (CPI) between 1999 and 2016. Base payments in 2017 equaled the previous year’s base payment adjusted by any increase in the CPI for 2017. For the years 2018 through 2050, the annual base payment shall equal one dollar.

In addition, for the duration of the lease, the Authority is required to annually create a PATCO Community Impact Fund in the amount of $500, with payment of such fund to be divided annually between communities within the Commonwealth and the State, based on PATCO track miles in the respective states.

The estimated minimum commitment at September 30, 2018, is as follows:

Year Amount

2019 500 2020 500 2021 500 2022 500 Thereafter 13,500

15,500$ 15,500$

Page 58 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 15. Commitments (Continued)

Redevelopment Fee: The Authority, pursuant to a January 2016 amendment to an original agreement dated December 31, 1991, is obligated to pay a net redevelopment fee to the City of Camden Redevelopment Agency in the amount of $363 annually, as an “ongoing yearly obligation”. This fee is paid annually on or about July 1. The Authority made its annual payment for this obligation in 2018.

OCIP Letters of Credit: In May 2008, the Authority entered into two new separate irrevocable (evergreen) standby Letters of Credit (“LOC”) with TD Bank, N.A. (formerly Commerce Bank) and Wachovia Bank, in support of the Authority’s “Owner Controlled Insurance Program (OCIP).” Under this insurance program, the Authority purchased various insurance policies and eligible contractors working on major capital construction projects enrolled into the OCIP.

The original LOC with Wells Fargo Bank (formerly Wachovia Bank) was for a four-year term in the amount of $5,000 with an expiration date of May 7, 2012. The LOC with TD Bank, N.A. (formerly Commerce Bank) was in an initial amount of $3,015 and automatically increased annually each May, in the amount of $816, until it expired on May 7, 2012.

The OCIP program was subsequently renewed in 2010, 2013 and 2014, and finally expired on December 31, 2014. During this period, the LOCs were reduced after consultation and approval by the insurance carrier.

Although the OCIP program ended in 2015 (the Railroad Protective Liability policy was extended to March of 2015 to meet the completion date of the project), the insurance carrier, AIG required the Authority to maintain the required LOC coverage to cover anticipated Workers’ Compensation and General Liability claims. Statutes of Limitations for filing Workers’ Compensation claims, whether based on an occupational disability or a physical injury, vary from state-to-state. In New Jersey, there is a two-year Statute of Limitations (SOL). Pennsylvania has a three-year SOL. The administration responsibilities for the closeout of the OCIP (September 7, 2008 to March 31, 2015) will remain open until:

• either the expiration of the Statue of Limitations (2 years in NJ and 3 years in PA);

• the date all claims are closed (but, no later than 3 years from the expiration date of December 31, 2014) or;

• the purchase of a “buy-out” (a stipulated sum in which AIG assumes all further financial responsibilities for claims or other obligations under the OCIP to allow DRPA to close its books financially (our letter of credit valued at $5.5 million makes this option possible) with respect to the OCIP.

Pursuant to DRPA-15-064, the board approved the renewal of the LOC in 2015, with TD Bank with an expiration date of December 31, 2016 in the amount of $5,462. AIG agreed to lower the LOC from $5,462 to $793 and the LOC was subsequently renewed at a lower principal amount in December 2016, to expire on December 31, 2017.

Based on its review, AIG agreed to a further reduction in the LOC to $398. The Authority renewed the LOC at the new figure of $398 to expire December 31, 2018.

The new total amount of security held by AIG is $448. No drawdowns have been made against any letter of credit. If AIG requires the Authority to extend the LOC beyond December 31, 2018 due to any open claims, the term of the LOC will be on a to-be-determined basis.

Direct Pay Letter of Credit (2008 Revenue Refunding Bonds): The Authority currently has one remaining LOC associated with the 2008 Revenue Refunding Bonds.

Page 59 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 15. Commitments (Continued)

Direct Pay Letter of Credit (2008 Revenue Refunding Bonds (Continued): The Authority’s 2008 Revenue Refunding Bonds (Series B) are secured by an irrevocable transferable Direct Pay Letter of Credit (“LOC”) issued by TD Bank, N.A., in the initial amount of $191,800, respectively. The Authority entered into separate Reimbursement Agreements with each credit provider to facilitate the issuance of said LOC. Each LOC is in an original stated amount which is sufficient to pay the unpaid principal amount of and up to fifty-three (53) days of accrued interest (at a maximum interest rate of 12%) on the related 2008B Revenue Refunding Bonds, when due, and the Purchase Price of the 2008B Revenue Refunding Bonds tendered or deemed tendered for purchase and not remarketed. The Credit Provider for the 2008B Revenue Refunding Bonds is only responsible for payments with respect to the 2008B Revenue Refunding Bonds for which the 2008B LOC was issued. The 2008B LOC was renewed in July of 2010 and which expired in July of 2013.

As described in the Official Statement for the 2008 Revenue Refunding Bonds, “any draw under Letter of Credit for principal, interest, or Purchase Price creates a reimbursement obligation on the part of the Authority that is secured by the 1998 Revenue Bond Indenture on a parity basis with the 2008 Revenue Refunding Bonds.” (Additional information related to this transaction and the accompanying Letters of Credit can be found under Note 12).

The letter of credit for TD Bank, N.A. was to expire on December 31, 2017, but it has been extended for a five (5) year term to expire December 31, 2020.

Letter of Credit Provider Ratings: Ratings for TD Bank as of September 30, 2018 are as follows:

Long-Term Short-Term Moody's S&P Fitch Moody's S&P Fitch TD Bank, N.A. (Series B) Aa2 AA- AA- P-1 A-1+ F1+

Stable Stable Stable

Direct Pay Letters of Credit (2010 Revenue Refunding Bonds): When originally issued, the Authority’s 2010 Revenue Refunding Bonds (Series A, B and C), were secured by irrevocable transferable Direct Pay Letters of Credit (“LOC”) issued by three credit providers, the Bank of America, N.A., JP Morgan Chase Bank, N.A. and PNC Bank, N.A. in the initial amounts of $152.6 million, $152.6 million and $50.9 million, respectively. The Authority entered into separate Reimbursement Agreements with each credit provider to facilitate the issuance of said LOCs. These LOC’s were terminated in March 2013, and replaced with new letters of credit from Royal Bank of Canada (Series A), Barclay’s Bank PLC (Series B), and Bank of New York Mellon (Series C).

The Letters of Credit with Royal Bank and BNY Mellon were both to expire on March 18, 2016. As mentioned earlier, these two Letters of Credit were extended until August 1, 2016 and June 16, 2016, respectively, and were then replaced by bank Floating Rate Notes. (The LOC with BNY Mellon expired on June 16 and was replaced with a LIBOR-Indexed direct purchase with Wells Fargo Bank. Similarly, the LOC with Royal Bank was terminated and replaced by two LIBOR-Indexed direct purchase loans with the B of A and TD Bank, N.A.).

The LOC with Barclays was to expire on March 20, 2015. However on February 18, 2015, Barclays Bank PLC (Series B) delivered a “Notice of Extension” to TD Bank (Trustee for bonds), to extend the “stated Expiration Date” for the LOC to March 20, 2018. In February 2018, the Barclay’s LOC was extended for a four (4) period, to mature on March 18, 2022, at a slightly reduced facility fee rate.

Page 60 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 15. Commitments (Continued)

Direct Pay Letters of Credit (2010 Revenue Refunding Bonds (Continued): Each LOC is an irrevocable transferable direct-pay obligation of the respective issuing Credit Provider to pay to the Trustee, upon request and in accordance with the terms thereof, amounts sufficient to pay the unpaid principal amount and up to fifty-three (53) days (or such greater number of days as required by the rating agencies) days’ accrued interest (at the maximum interest rate of 12%) on the related 2010 A Revenue Refunding Bonds or 2010 B Revenue Refunding Bonds when due, whether at the stated maturity thereof or upon acceleration or call for redemption, and amounts sufficient to pay the Purchase Price of the 2010 A Revenue Refunding Bonds or the 2010 B Revenue Refunding Bonds, as applicable, tendered for purchase and not remarketed. A draw under a LOC for principal and interest or Purchase Price creates a Reimbursement Obligation (as defined in the 1998 Revenue Bond Indenture) on the part of the Authority.

Letter of Credit Provider Ratings: Ratings for Barclay’s Bank LLC as of September 30, 2018 are as follows:

Long-Term Short-Term Moody's S&P Fitch Moody's S&P Fitch Barclay's Bank PLC A2 A A P-1 A-1 F1

Stable Stable Positive Negative Negative Negative

Contractual Commitments: As of September 30, 2018, the Authority had board-approved contracts with remaining balances as follows:

Benjamin Franklin Bridge: Bridge, Building and Pavement Repairs and Inspection $ 9,486 Toll, Revenue, Transportation, Processing and Systems Upgrade 312 Engineering Services - Program Management and Task Orders 4,606 Pedestrian Bike Ramp 3,692 Other 458 Walt Whitman Bridge: Design Services for NJ Approach 772 Painting Spans & Towers 1,708 Emergency Generator Replacement 54 Commodore Barry Bridge: Deleading and Repainting 15,061 Structural repairs & Other 8,111 Betsy Ross Bridge: Bridge Painting Phase I & II and Inspection 5,948 PATCO System: Car Overhaul Program 16,269 Elevators Installation 30,973 Station Enhancements 7,198 Westmont & Lindenwold Viaduct and Track Rehabilitation 27,290 Subway Structure, Center Tower & Other Rehabilitation 4,402 Other: Other Equipment, Services and System Upgrades 29 $ 138,857

Page 61 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 15. Commitments (Continued)

NJ Customer Service Center Contract: In 2015, the Authority signed a contract to participate in the NJ Customer Service Center Contract, related to the implementation of new software system for the NJ E- ZPass group, of which the Authority is a member. (While the system went live in October 2017, it has not yet officially been “accepted” by the NJ E-ZPass agencies)

In 2016, the Authority signed a memorandum of Agreement (MOA) related to this implementation, which also sets forth how “certain non-toll revenues and expenses of the NJ E-ZPass Group” incurred will be shared among the Agencies….”(DRPA-16-125), including the resolution of prior “negative customer balances”, which have accumulated under the old contract. Under this MOA, the Authority was assigned a “Revenue Allocation share” which resulted in an initial one-time cash payment of approximately $2.4 million in 2017, representing the Authority’s pro-rata share of the past negative balances. (It is anticipated that each year, each Agency will be required to pay its pro-rata of future negative cash balances, however, the anticipated annual “contribution” is expected to be significantly less given the initial large outlay of funds by each agency in 2017).

The Authority had recognized this commitment on its books and had reduced 2016 toll revenues by the estimated $2.6 million to reflect this reduction in toll revenues. In May 2017, the actual invoice payment for this commitment came in at $2.351 million. Revenues for 2017 were adjusted upward by $249 to reflect this reduction in the amount due.

Note 16. Bridge and PATCO Fare Schedules

Bridge Fares: On July 1, 2011, the approved new bridge toll schedule was implemented as follows:

Class 1 - Motorcycle 5.00$ Class 2 - Automobile 5.00 Class 3 - Two Axle Trucks 15.00 Class 4 - Three Axle Trucks 22.50 Class 5 - Four Axle Trucks 30.00 Class 6 - Five Axle Trucks 37.50 Class 7 - Six Axle Trucks 45.00 Class 8 - Bus 7.50 Class 9 - Bus 11.25 Class 10 - Senior Citizen (with 2 tickets only) 2.50 Class 13 - Auto with Trailer (1 axle) 8.75

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

Lindenwold/Ashland Woodcrest 3.00$ Haddonfield/Westmont/Collingswood 2.60 Ferry Avenue 2.25 New Jersey 1.60 City Hall/Broadway/Philadelphia 1.40

Off-Peak Reduced Fare Program 0.70

As noted above, PATCO has a federally mandated reduced off-peak fare program for “elderly persons and persons with disabilities.” These off-peak rates increased from $0.62/trip to $0.70/trip.

At its July 2015 meeting, the Authority’s Board approved a resolution, DRPA-15-090, to re-implement an $18 credit/18 trips per month for commuter passenger vehicles in the NJ E-ZPass system (the Authority is a member of this consortium).

Page 62 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 16. Bridge and PATCO Fare Schedules (Continued)

Programming to implement this initiative was finalized and the new “frequent bridge traveler credit” program became effective on December 1, 2015. In January 2016, frequent users received their first credit since reintroduction of the program. (Approximately, $1.8 million was credited to customer accounts in 2017, based on activity).

In January 2017, the Authority approved resolution DRPA-17-002, which authorized the deferral of the CPI index based biennial toll increase. The toll increase was deferred from January 1, 2017 to January 1, 2019. The next calculation to determine if a CPI indexed change will be enacted for January 1, 2019, was performed using CPI data for September 2018, The Authority expects to defer any potential change to the toll schedule based on the current strength of its General Fund and its overall financial strength).

Note 17. New Governmental Accounting Pronouncements

The Governmental Accounting Standards Board (GASB) has issued the following statements that have effective dates that may affect future financial presentations:

Statement No. 75, Accounting and Financial Reporting for Postemployment Benefits Other Than Pensions. The primary objective of this Statement is to improve accounting and financial reporting by state and local governments for postemployment benefits other than pensions (other postemployment benefits or OPEB). It also improves information provided by state and local governmental employers about financial support for OPEB that is provided by other entities. The Statement will become effective for the Authority’s year ending December 31, 2018 and is expected to have a material impact on the basic financial statements.

Statement No. 84, Fiduciary Activities. The primary objective of this Statement is to improve guidance regarding the identification of fiduciary activities for accounting and financial reporting purposes and how those activities should be reported. This Statement establishes criteria for identifying fiduciary activities of all state and local governments. The focus of the criteria generally is on (1) whether a government is controlling the assets of the fiduciary activity and (2) the beneficiaries with whom a fiduciary relationship exists. Separate criteria are included to identify fiduciary component units and postemployment benefit arrangements that are fiduciary activities. The Statement will become effective for the Authority’s year ending December 31, 2018 and is not expected to have a material impact on the basic financial statements.

Statement No. 86, Certain Debt Extinguishment Issues. The primary objective of this Statement is to improve consistency in accounting and financial reporting for in-substance defeasance of debt by providing guidance for transactions in which cash and other monetary assets acquired with only existing resources, resources other than the proceeds of refunding debt, are placed in an irrevocable trust for the sole purpose of extinguishing debt. This Statement also improves accounting and financial reporting for prepaid insurance on debt that is extinguished and notes to financial statements for debt that is defeased in substance. The Statement will become effective for the Authority’s year ending December 31, 2018 and its implementation is dependent upon whether such extinguishment transactions are executed by the Authority.

Note 18. Blended Component Unit

Port Authority Transit Corporation (PATCO) is a wholly owned subsidiary of the Delaware River Port Authority (DRPA) established to operate and maintain the rapid transit system owned and constructed by DRPA. PATCO and DRPA share the same Board of Commissioners. A financial benefit or burden relationship exists between DRPA and PATCO as DRPA subsidizes the losses of PATCO and intends to continue to do so. The financial results of PATCO have been blended with those of DRPA in the financial statements.

Page 63 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 18. Blended Component Unit (Continued)

Rent of Transit System Facilities: All rapid transit system facilities used by PATCO are leased from the Authority, under terms of an agreement dated April 18, 1969 and amended June 3, 1974. The lease requires PATCO to operate and maintain the Locust-Lindenwold line. The terms of the amended agreement, which was made retroactive to January 1, 1974, and which is to continue from year to year, provide that PATCO pay a minimum annual rental of $6,122, which approximates the sum of the annual interest expense to the Authority for that portion of its indebtedness attributable to the construction and equipping of the leased facilities plus the provision for depreciation of the rapid transit facilities as recorded by the Authority.

In addition, the lease requires PATCO to pay to the Authority any net earnings from operations for the Locust-Lindenwold line less a reasonable amount to be retained for working capital and operating reserves.

PATCO’s outstanding liability to the DRPA for period January 1, 1974 to September 30, 2018 related to this agreement totals $273,809.

Net Position: The net position totaling ($762,444) and ($741,594) as of September 30, 2018 and December 31, 2017, respectively, represents the total losses for PATCO since inception.

Condensed combining financial information applicable to DRPA and PATCO as of September 30, 2018 and for the year ended December 31, 2017 follows:

September 30, 2018 DRPA PATCO Total Current assets $ 787,301 $ 10,341 $ 797,642 Receivable from primary government (3,666) 3,666 Capital assets 1,628,867 1,628,867 Other noncurrent assets 12,287 12,287 Total assets 2,424,790 14,006 2,438,796

Deferred outflows of resources 103,071 8,116 111,188 Total assets and deferred outflows of resources 2,527,861 22,123 2,549,984 Current liabilities 107,912 6,506 114,419 Payables to primary government: Lease agreement (273,809) 273,809 Advances from DRPA (473,508) 473,508 Noncurrent liabilities 1,569,252.82 29,843 1,599,096 Total liabilities 929,848 783,667 1,713,515 Deferred inflows of resources 5,824 900 6,724 Total net position (deficiency) $ 1,592,189 $ (762,444) $ 829,745

Page 64 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 18. Blended Component Unit (Continued)

Condensed combining financial information applicable to DRPA and PATCO as of and for the year ended September 30, 2018 is as follows (continued):

September 30, 2018 DRPA PATCO Total Operating revenues Bridge revenues $ 258,800 $ 258,800 Transit systems $ 20,857 20,857 Other - - Total operating revenues 258,800 20,857 279,657 Operating expenses Operating - Other 79,142 37,193 116,335 Depreciation 48,358 48,358

Total operating expenses 127,500 37,193 164,691 Operating income (loss) 131,300 (16,336) 114,966 Nonoperating revenues (expenses) Interest expense/income (44,867) 33 (44,834) Economic development activities (61) (61) Lease rental 4,591 (4,591) Other (2,810) 44 (2,767)

Total nonoperating revenues (expenses) (43,147) (4,514) (47,661)

Capital contributions 18,308 - 18,308 Change in net position 106,461 (20,850) 85,613 Net position (deficiency), January 1 1,485,728 (741,594) 744,132 Net position (deficiency), September 30 $ 1,592,189 $ (762,444) $ 829,745

September 30, 2018 DRPA PATCO Total

Net cash provided by (used in) operating activities $ 155,198 $ (11,865) $ 143,333 Net cash provided by (used in) noncapital financing activities (14,993) 11,092 (3,901) Net cash provided by (used in) capital and related financing activities (219,355) (219,355) Net cash provided by (used in) investing activities 75,091 75,091 Net increase (decrease) in cash and cash equivalents (4,059) (773) (4,832) Cash and cash equivalents, January 1 36,671 2,054 38,725

Cash and cash equivalents, September 30 $ 32,383 $ 1,510 $ 33,893

Page 65 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 18. Blended Component Unit (Continued)

Condensed combining financial information applicable to DRPA and PATCO as of and for the year ended December 31, 2017 is as follows:

December 31, 2017 DRPA PATCO Total Current assets $ 850,036 $ 12,040 $ 862,076 Receivable from primary government (3,983) 3,983 Capital assets 1,562,816 1,562,816 Other noncurrent assets 15,595 15,595 Total assets 2,424,464 16,023 2,440,487

Deferred outflows of resources 104,230 8,116 112,346 Total assets and deferred outflows of resources 2,528,694 24,139 2,552,833

Current liabilities 128,856 11,902 140,758 Payables to primary government: Lease agreement (269,218) 269,218 Advances from DRPA (457,870) 457,870 Noncurrent liabilities 1,635,376 25,843 1,661,219

Total liabilities 1,037,144 764,833 1,801,977

Deferred inflows of resources 5,824 900 6,724

Total net position (deficiency) $ 1,485,728 $ (741,594) $ 744,132

Page 66 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 18. Blended Component Unit (Continued)

Condensed combining financial information applicable to DRPA and PATCO as of and for the year ended December 31, 2017 is as follows (continued):

Condensed Combining Statements of Revenues, Expenses and Changes in Net Position

December 31, 2017 DRPA PATCO Total

Operating revenues Bridge revenues $ 337,393 $ 337,393 Transit systems 28,361$ 28,361 Other 226 226

Total operating revenues 337,619 28,361 365,980 Operating expenses Operating - Other 109,845 50,398 160,243 Depreciation 61,270 61,270 Total operating expenses 171,115 50,398 221,513 Operating income (loss) 166,504 (22,037) 144,467 Nonoperating revenues (expenses) Interest expense (72,556) (72,556) Economic development activities (4,194) (4,194) Lease rental 6,122 (6,122) Other 13,433 186 13,619 Total nonoperating revenues (expenses) (57,195) (5,936) (63,131)

Capital contributions 7,557 - 7,557 Change in net position 116,866 (27,973) 88,893

Net position (deficiency), January 1 1,368,862 (713,621) 655,241

Net position (deficiency), December 31 $ 1,485,728 $ (741,594) $ 744,134

Condensed Combining Statements of Cash Flows

December 31, 2017 DRPA PATCO Total Net cash provided by (used in) operating activities $ 229,035 $ (24,159) $ 204,876 Net cash provided by (used in) noncapital financing activities (27,150) 23,793 (3,357) Net cash provided by (used in) capital and related financing activities (254,340) (254,340) Net cash provided by (used in) investing activities 47,926 47,926

Net increase (decrease) in cash and cash equivalents (4,529) (366) (4,895) Cash and cash equivalents, January 1 41,349 2,271 43,620 Cash and cash equivalents, December 31 $ 36,820 1,905$ $ 38,725

Page 67 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 19. Subsequent Events

Budgets: Capital Budget. The 2019 Capital Plan and Budget was approved at the November Board meeting, and is effective as of January 1, 2019. The 2019 Capital Budget includes estimated spending of $178.7 million (net of federal/state grant funding) for ongoing and new projects primarily for the Bridges and PATCO. The total 2019 Capital Plan increased by $11.9 million to $787.4 million over the 2018 Capital Plan.

Operating Budget. The total operating budget for the Authority was approved at the December 5 Board meeting and becomes effective as of January 1, 2019. Total projected revenues of $370.6 million, with $301.5 million in expenses, is expected to result in a General Fund contribution (surplus) of $78.1 million for 2019.

The Authority’s Board passed a resolution delaying the CPI- indexed scheduled January 1, 2019 toll increase until January 1, 2021.

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

On December 5, 2018, the DRPA and PATCO Boards approved resolutions authorizing collective bargaining agreements with three (3) of their four (4) labor unions (i.e., the DRPA’s IUOE and FOP, and PATCO’s Teamsters).. When finalized, the new IUOE and Teamsters contracts are anticipated to be for terms expiring December 31, 2020, and the new FOP contract is anticipated to be for a term expiring December 31, 2021. The Board resolutions approved “economic provisions and terms” and further authorized staff to negotiate the remaining terms of the contracts.

FOP and IUOE membership approved such economic terms; and the Teamsters are expected to schedule their vote approving such economic terms sometime in early January 2019.

Bond Ratings Actions: Prior to the issuance of new revenue bond debt (the 2018 Revenue Bonds), in November, Standard and Poor’s upgraded all of the Authority’s bonds. The revenue bonds were upgraded from an “A” to an “A+”, while the port district bonds were upgraded to an “A” from an “A-“. All of the bonds received a “stable outlook.”

In addition, Moody’s changed its rating of DRPA’s outstanding revenue bonds from “stable” to “positive”, while affirming the current ratings of”A2” and “Baa2,” on its other revenue and port district project bonds, respectively.

Each rating agency attributed the upgrades to DRPA’s strong financial position and DRPA’s plan to eliminatine its variable rate debt and terminate its outstanding swaps, which was completed in December 2018.

Bond Transactions:

1) On November 16, the Authority used $280.6 million from its General Fund, and other “sources of funds”, to completely defease $308.4 million of its 2010D Revenue Bonds.

2) On December 18, the Authority closed on several bond issuances, which serve various distinct purposes:

a. Series A: the Authority issued new fixed rate bonds, which resulted in $290.0 million in new bond project funds to support the 2019 Capital Plan;

Page 68 DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Period Ended September 30, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Note 19. Subsequent Events (Continued)

Bond Transactions (Continued)

b. Series B: The Authority issued $404.06 million in fixed rate bonds, and used these funds, along with “other funding sources”, to defease $460.2 million in variable rate debt (the 2008 Series A&B and 2010 Series A, B and C). As a result, the Authority eliminated all of its variable debt debt.

Also, the Authority has cancelled all of it LOC facilities and FRN direct purchase agreements with four (4) banks. In addition, the 1999 Swap with Wells Fargo, was terminated in the amount of $35.7 million.

c. Series C: the Authority issued $22.97 million in federally taxable fixed rate bonds to pay the cash settlement cost of the 1995 Swap with TD Bank, which totaled $28.05 million, resulting in the total elimination of the “active” swaps in its debt portfolio.

Swap Terminations: All active and “inactive” swaps, the latter with the Bank of America have been terminated. The B of A swaps were terminated when the Authority wired $28 thousand in cash settlement costs to the bank.

Forward Delivery Cancellation: The Authority and Bank of America terminated a large forward delivery contract which resulted in the B of A wiring a $7.9 million cash settlement amount to the Authority. These funds were used as a source of funds in the 2018 Series B transaction, for the refunding of the revenue refunding bonds and the elimination of the 1995 Swaption.

Page 69 Schedule 1 DELAWARE RIVER PORT AUTHORITY CASH & CASH EQUIVALENTS September 30, 2018 (Unaudited)

REVENUE FUND: Cash on hand: Undeposited Tolls and Ticket Sales 1,292,567$ Santander Bank, N.A. 661,493 TD Bank N.A. 1,681,659 Bank of America, N.A. 736,551 Bank Of New York Mellon, N.A. 1,533,632 Wells Fargo Bank, N.A. 488,786 $ 6,394,688

1998 PORT DISTRICT PROJECT FUND: Santander Bank, N.A. $ 4,108

1999 PORT DISTRICT PROJECT FUND: Wells Fargo Bank, N.A. $ 473,158

1999 PROJECT FUND: Santander Bank, N.A. $ 59,566

GENERAL FUND: Cash on Hand - Change and Working Funds for PATCO Transit System Stations 638,280 Wells Fargo Bank, N.A. 872,973 Santander Bank, N.A. 223,313 Bank Of New York Mellon, N.A. 144,984 TD Bank N.A. 25,082,378 26,961,929

Total $ 33,893,448

Page 70 Schedule 2 DELAWARE RIVER PORT AUTHORITY INVESTMENTS September 30, 2018 (Unaudited) Par Value Fair Value REVENUE FUND: AIM Money Market $ 14,408,770 14,408,770 MAINTENANCE RESERVE FUND (Restricted): Goldman Sachs Treasury Obligation Money Market $ 5,252,373 5,252,373 1999 PDP DEBT SERVICE FUND (Restricted): Federated Treasury Cash Series II $ 3,922,564 3,922,564 2012 PDP DEBT SERVICE FUND (Restricted): Goldman Sachs Treasury Obligation Money Market $ 6,969,445 6,969,445 2010 DEBT SERVICE FUND (Restricted): Goldman Sachs Treasury Obligation Money Market $ 4,041,535 4,041,535 2013 DEBT SERVICE FUND (Restricted): Goldman Sachs Treasury Obligation Money Market $ 6,195,966 6,195,966 2008 DEBT SERVICE FUND (Restricted): Goldman Sachs Treasury Obligation Money Market $ 16,879,086 16,879,086 1998B BOND RESERVE FUND (Restricted): Goldman Sachs Treasury Obligation Money Market $ 73,872,384 75,956,387 NATIXIS NY BRH Commercial Paper due 01/02/2019 (includes accrued interest) 40,830,000 39,655,607 $ 114,702,384 115,611,994 2010 REVENUE REFUNDING DEBT SERVICE FUND (Restricted): Goldman Sachs Treasury Obligation Money Market $ 19,694,185 19,694,185 2012 PORT DISTRICT DEBT SERVICE RESERVE FUND (Restricted): NATIXIS NY BRH Commercial Paper due 01/02/2019 (includes accrued interest) $ 10,745,000 10,589,635 Goldman Sachs Treasury Obligation Money Market 7,484,888 7,493,415 $ 18,229,888 18,083,050 GENERAL FUND: AIM Money Market $ 38,102,705 38,102,705 PFM Cash Reserve Money Market 218,718 218,718 UBS Investments 32,692,507 31,460,192 Morgan Stanley / Dean Witter Investments 26,375,680 26,529,459 Swarthmore Group Investments 56,054,066 55,646,253 Haverford Trust Investments 5,627,449 5,626,045 Haverford Trust C/D 6,543,741 6,543,741 TD Bank Investment Account 20,449,710 20,449,710 WF Cap Res Pay-as-You-Go Money Market 335,212,900 335,212,900 US Treasury Bills 2,728,000 2,717,711 $ 524,005,476 522,507,435 1998 PORT DISTRICT PROJECT FUND: PFM Cash Reserve Money Market $ 318 320 1999 PORT DISTRICT PROJECT FUND Goldman Sachs Treasury Obligation Money Market $ 132,314 132,314 2001 PORT DISTRICT PROJECT FUND: Goldman Sachs Treasury Obligation Money Market $ 479,864 479,864 2013 REVENUE BOND PROJECT FUND: Wells Fargo Money Markets $ 0 0 Total investments $ 734,914,168 734,178,900

Page 71 Schedule 3 DELAWARE RIVER PORT AUTHORITY INTEREST INCOME BY FUND (Unaudited)

Period Ended

9/30/2018 9/30/2017 Revenue Fund $ 375,268 $ 305,313 Maintenance Reserve Fund 113,415 113,515 1998 Port Project Fund 4 1 1999 Port Project Fund 2,211 5,279 2001 Port Project Fund 4,240 825 1998 Port District Debt Service Fund 37,349 7,467 1999 Port District Debt Service Fund 16,308 - 2010 Debt Service Fund A, B, C 90,151 18,303 2010 Debt Service Fund D 29,636 4,298 1998 Bond Reserve Fund 2,369,719 1,871,961 2012 Port Debt Service Reserve Fund 523,997 476,031 2008 Debt Service Fund 77,275 15,797 2013 Project Fund 2,930 236,415 2013 Debt Service Fund 45,446 6,587 General Fund 6,458,624 3,591,983 $ 10,146,573 $ 6,653,774

Page 72 Schedule 4

DELAWARE RIVER PORT AUTHORITY BRIDGE REVENUES AND OPERATING EXPENSES* FOR THE PERIODS INDICATED (Unaudited)

Year Ended Third Quarter 9/30/2018 9/30/2017 2018 2017 BENJAMIN FRANKLIN BRIDGE Operating Revenues Bridge Tolls $ 78,975,361 $ 78,205,825 $ 27,722,087 $ 27,495,538 Other Operating Revenues 407,504 84,693 348,062 29,397 Total Operating Revenues 79,382,865 78,290,518 28,070,149 27,524,935 Operating Expenses 11,711,563 11,230,656 3,917,505 3,854,513 Net Operating Income 67,671,302 67,059,862 24,152,644 23,670,422

WALT WHITMAN BRIDGE Operating Revenues Bridge Tolls 95,116,885 94,985,265 34,000,539 33,428,728 Other Operating Revenues 427,248 16,512 422,080 4,202 Total Operating Revenues 95,544,133 95,001,777 34,422,619 33,432,930 Operating Expenses 13,408,858 12,937,699 4,552,630 4,469,569 Net Operating Income 82,135,275 82,064,078 29,869,989 28,963,361

COMMODORE BARRY BRIDGE Operating Revenues Bridge Tolls 44,054,394 43,462,491 15,928,424 15,729,441 Other Operating Revenues 175,923 471 175,520 341 Total Operating Revenues 44,230,317 43,462,962 16,103,944 15,729,782 Operating Expenses 5,108,782 4,884,536 1,779,191 1,680,743 Net Operating Income 39,121,535 38,578,426 14,324,753 14,049,039

BETSY ROSS BRIDGE Operating Revenues Bridge Tolls 34,520,292 34,210,859 11,682,143 11,681,975 Other Operating Revenues 138,168 430 137,829 300 Total Operating Revenues 34,658,460 34,211,289 11,819,972 11,682,275 Operating Expenses 5,553,082 5,489,812 1,756,150 1,863,498 Net Operating Income 29,105,378 28,721,477 10,063,822 9,818,777

COMBINED TOTALS Operating Revenues: Bridge Tolls $ 252,666,932 $ 250,864,440 $ 89,333,193 $ 88,335,682 Other 1,148,843 102,106 1,083,491 34,240 Total Operating Revenues 253,815,775 250,966,546 90,416,684 88,369,922 Operating Expenses 35,782,285 22,674,379 11,886,215 11,505,105 Net Operating Income $ 218,033,490 $ 228,292,167 $ 78,530,469 $ 76,864,817

Page 73 Schedule 5 DELAWARE RIVER PORT AUTHORITY ECONOMIC DEVELOPMENT ACTIVITY FOR THE PERIOD ENDED SEPTEMBER 30, 2018 (Unaudited)

2018YTD Activity Period Ended (New Loans and 09/30/18 12/31/17 Principal Payments) ECONOMIC DEVELOPMENT LOANS: Cooper River Boathouse $ 524,751 $ 562,097 $ (37,346) Camden Aquarium 12,597,539 12,873,002 (275,462) Total Loans $ 13,122,291 $ 13,435,099 $ (312,808)

Provision for loan losses $ (1,344,551) $ (1,344,551) $ -

Total Loans per Balance Sheet - Net $ 11,777,740 $ 12,090,548 $ (312,808)

Page 74

DRPA MONTHLY LIST OF PREVIOUSLY APPROVED PAYMENTS

DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 11/01/18 THRU 11/30/18 MEETING DATE 1/16/2019

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

PHILADELPHIA TRIBUNE ADVERTISING - PROMOTIONS 25KTHRES $6,000.00 ADVERTISING - PROMOTIONS TOTAL $6,000.00 EPLUS TECHNOLOGY, INC ARCHIVING OF AUTHORITY DATA D-18-039 $27,500.00 ** ARCHIVING OF AUTHORITY DATA TOTAL $27,500.00 CANON FINANCIAL SERVICES, INC AUTHORITY WIDE COPIERS & PRINTERS D-16-083 $5,953.42 ** AUTHORITY WIDE COPIERS & PRINTERS TOTAL $5,953.42 LACAL EQUIPMENT INC AUTO ACCESSORIES 25KTHRES $7,796.94 OLD DOMINION BRUSH AUTO ACCESSORIES 25KTHRES $480.00 AUTO ACCESSORIES TOTAL $8,276.94 FRANKLIN - GRIFFITH, LLC BFB LED ROADWAY LIGHTING REPLACE D-18-076 $66,420.50 ** BFB LED ROADWAY LIGHTING REPLACE TOTAL $66,420.50 TRANSPO INDUSTRIES INC BFB PHILADELPHIA PLAZA ATTENUATOR 25KTHRES $6,129.00 ** BFB PHILADELPHIA PLAZA ATTENUATOR TOTAL $6,129.00 HNTB CORPORATION BIENNIAL INSPECTION D-17-103 $162,950.69 MODJESKI AND MASTERS, INC. BIENNIAL INSPECTION D-17-104 $130,241.76 HAKS ENGINEERS BIENNIAL INSPECTION D-17-105 $103,499.77 AECOM TECHNICAL SERVICES, INC. BIENNIAL INSPECTION D-17-106 $65,434.56 REMINGTON & VERNICK ENGINEERS, INC. BIENNIAL INSPECTION D-17-107 $37,870.21 BIENNIAL INSPECTION TOTAL $499,996.99 TD BANK, N.A. BOND DEFEASEMENT (2010 D REV. BONDS) D-18-007 $281,581,056.05 BOND DEFEASEMENT (2010 D REV. BONDS) TOTAL $281,581,056.05 TD BANK, N.A. BOND SERVICE BOND RESOLUTIONS $7,557,126.19 BANK OF NEW YORK - MELLON BOND SERVICE BOND RESOLUTIONS $480,977.21 BOND SERVICE TOTAL $8,038,103.40 TD WEALTH BOND TRUSTEE FEES D-09-075 $6,500.00 BOND TRUSTEE FEES TOTAL $6,500.00 CHERRY VALLEY TRACTOR SALES BOOM CUTTER TRACTOR D-18-026 $48,168.00 ** BOOM CUTTER TRACTOR TOTAL $48,168.00 CASTOR MATERIALS, INC. BRB LOWER GARAGE BAY EXTENSION 25KTHRES $1,625.08 ** BRB LOWER GARAGE BAY EXTENSION TOTAL $1,625.08 AECOM TECHNICAL SERVICES, INC. BRB MAINTENANCE PAINTING D-15-146 $3,840.65 ** BRB MAINTENANCE PAINTING TOTAL $3,840.65 LTK CONSULTING SERVICES INC CAR REHAB DESIGN D-07-019 $58,344.82 ** ALSTOM TRANSPORTATION, INC. CAR REHAB DESIGN D-10-154 $3,283,282.67 ** CAR REHAB DESIGN TOTAL $3,341,627.49 BILLOWS ELEC SUPPLY CO I NC CBB REPLACE GANTRY POWER PANELS D-18-047 $2,709.00 ** CBB REPLACE GANTRY POWER PANELS TOTAL $2,709.00 HARRY G. TROST CDL LICENSE FEES 25KTHRES $44.00 JAMES W. HUNT CDL LICENSE FEES 25KTHRES $68.00 JOSEPH A. CAPONE CDL LICENSE FEES 25KTHRES $72.50 JOSEPH M. MAROCCIA CDL LICENSE FEES 25KTHRES $44.00 CDL LICENSE FEES TOTAL $228.50 GANNETT FLEMING COMPANIES CENTER TOWER/COMMAND & CONTROL D-16-011 $1,859.87 ** CENTER TOWER/COMMAND & CONTROL TOTAL $1,859.87 EPLUS TECHNOLOGY, INC CISCO USC SERVER BLADES D-18-091 $63,365.64 ** CISCO USC SERVER BLADES TOTAL $63,365.64 SURETY TITLE COMPANY LLC CLOSING FEE 25KTHRES $1,245.00 CLOSING FEE TOTAL $1,245.00 E. J. WARD, INC. COMP ACCESS./SUPP. 25KTHRES $10,732.00 EPLUS TECHNOLOGY, INC COMP ACCESS./SUPP. 25KTHRES $1,272.09 COMP ACCESS./SUPP. TOTAL $12,004.09 IRON MOUNTAIN INCORPORATED CONTRACT SERVICE EXPENSE D-16-138 $8,601.65 COURT LIAISON SERVICES LLC CONTRACT SERVICE EXPENSE D-17-073 $2,750.00 NORTHEAST WORK & SAFETY BOATS LLC CONTRACT SERVICE EXPENSE D-17-117 $1,650.02 CONTRACT SERVICE EXPENSE TOTAL $13,001.67 LAZ PARKING-MID-ATLANTIC LLC CONTRACTED P/T TOLL COLLECTORS D-17-012 $51,459.12 CONTRACTED P/T TOLL COLLECTORS TOTAL $51,459.12 TRI-COUNTY TERMITE & PEST CONTROL, CONTRACTUAL SERVICES 25KTHRES $505.00 CONTRACTUAL SERVICES TOTAL $505.00 CANON SOLUTIONS AMERICA, INC. COPIER EXPENSE D-16-083 $15,178.14 COPIER EXPENSE TOTAL $15,178.14 TEAM CLEAN, INC CUSTODIAL SERVICES D-16-120 $43,103.77 CUSTODIAL SERVICES TOTAL $43,103.77

** Capital Expenditures Page 1 of 7 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 11/01/18 THRU 11/30/18 MEETING DATE 1/16/2019

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

ELLIOTT GREENLEAF & SIEDZIKOWSKI PC DELEADING AND REPAINTING D-17-086 $29,482.36 ** CORCON, INC. DELEADING AND REPAINTING D-18-010 $3,029,958.00 ** DELEADING AND REPAINTING TOTAL $3,059,440.36 CORCON, INC. DELEADING/REPAINTING-PHASE 3 D-15-081 $580,000.00 ** DELEADING/REPAINTING-PHASE 3 TOTAL $580,000.00 RIGGINS INC. DIESEL FUEL D-18-063 $11,342.09 DIESEL FUEL TOTAL $11,342.09 EMERGI-CLEAN INC DISPOSAL FEES 25KTHRES $285.00 DISPOSAL FEES TOTAL $285.00 HENKE MANUFACTURING DUMP TRUCK PLOW & SPREADER 25KTHRES $5,300.00 ** DUMP TRUCK PLOW & SPREADER TOTAL $5,300.00 VM ML HOSPITALITY LLC EASTERN STATE SURVEY 25KTHRES $9,272.00 EASTERN STATE SURVEY TOTAL $9,272.00 PECO - PAYMENT PROCESSING ELECTRICITY EXPENSE UTILITY $22,717.12 PSE&G CO. ELECTRICITY EXPENSE UTILITY $34,609.36 ELECTRICITY EXPENSE TOTAL $57,326.48 AECOM TECHNICAL SERVICES, INC. EMBANKMENT RESTORATION D-13-001 $1,086.78 ** BROWN & CONNERY LLP EMBANKMENT RESTORATION D-17-086 $1,417.50 ** EMBANKMENT RESTORATION TOTAL $2,504.28 DELTA DENTAL OF NEW JERSEY, INC. EMPLOYEE DENTAL INSURANCE D-15-105 $28,737.17 EMPLOYEE DENTAL INSURANCE TOTAL $28,737.17 AMERIHEALTH INSURANCE COMPANY EMPLOYEE MEDICAL INSURANCE D-17-058 $691,228.83 EMPLOYEE MEDICAL INSURANCE TOTAL $691,228.83 A & A GLOVE & SAFETY CO. EQUIPMENT & TOOLS 25KTHRES $5,965.01 ATLANTIC TACTICAL EQUIPMENT & TOOLS 25KTHRES $1,023.50 BEST LINE EQUIPMENT EQUIPMENT & TOOLS 25KTHRES $3,824.96 DAKTRONICS, INC EQUIPMENT & TOOLS 25KTHRES $1,500.00 FRANKLIN - GRIFFITH, LLC EQUIPMENT & TOOLS 25KTHRES $1,299.70 JOHNSON CONTROLS FIRE PROTECTION LP EQUIPMENT & TOOLS 25KTHRES $652.00 LAUREL LAWNMOWER SERVICE EQUIPMENT & TOOLS 25KTHRES $3,995.00 PEMBERTON ELECTRICAL SUPPLY COMPANY EQUIPMENT & TOOLS 25KTHRES $294.00 PENDERGAST SAFETY EQUIPMENT CO EQUIPMENT & TOOLS 25KTHRES $2,408.20 SIGNAL SERVICE, INC. EQUIPMENT & TOOLS 25KTHRES $4,864.00 STAUFFER GLOVE & SAFETY EQUIPMENT & TOOLS 25KTHRES $1,815.04 SUPREME SAFETY, INC EQUIPMENT & TOOLS 25KTHRES $336.00 THOMSON REUTERS- WEST EQUIPMENT & TOOLS 25KTHRES $755.60 TYRRELLTECH, INC. EQUIPMENT & TOOLS 25KTHRES $13,187.50 Y-PERS, INC. EQUIPMENT & TOOLS 25KTHRES $4,111.25 EQUIPMENT & TOOLS TOTAL $46,031.76 WHITMOYER FORD INC ESCAPE (REPLACEMENT F09510) D-18-017 $22,600.00 ** ESCAPE (REPLACEMENT F09510) TOTAL $22,600.00 AMERICAN EXPRESS E-ZPASS CREDIT CARD FEES D-04-031 $24.09 PAYMENTECH E-ZPASS CREDIT CARD FEES D-04-031 $542.59 E-ZPASS CREDIT CARD FEES TOTAL $566.68 FORTRESS PROTECTION LLC FIRE PROTECTION EQP 25KTHRES $504.80 FIRE PROTECTION EQP TOTAL $504.80 HENKE MANUFACTURING FLUSHER TRUCK 25KTHRES $2,650.00 ** FLUSHER TRUCK TOTAL $2,650.00 HOUGH PETROLEUM FUEL/OIL/GREASE D-18-009 $2,634.71 FUEL/OIL/GREASE TOTAL $2,634.71 G.A. BLANCO & SONS INC. FURNITURE 25KTHRES $458.00 FURNITURE TOTAL $458.00 WM HARGROVE MARINA GASOLINE - UNLEADED 25KTHRES $429.93 RIGGINS INC. GASOLINE - UNLEADED D-18-063 $36,468.03 GASOLINE - UNLEADED TOTAL $36,897.96 OXFORD COMMUNICATIONS INC GRANT RECEIVABLES D-15-154 $251,338.94 PERRY MEDIA GROUP LLC GRANT RECEIVABLES D-15-154 $23,737.50 TRIAD ADVISORY SERVICES INC GRANT RECEIVABLES D-16-050 $12,595.00 US REGIONAL OCCUPATIONAL HEALTH II GRANT RECEIVABLES D-17-058 $2,850.00 GRANT RECEIVABLES TOTAL $290,521.44 SYMETRA LIFE INSURANCE COMP. GROUP LIFE & ACCIDENT INSURANCE D-17-074 $112,366.62 GROUP LIFE & ACCIDENT INSURANCE TOTAL $112,366.62 INDUSTRIAL SUPPLY CO HAND TOOLS 25KTHRES $1,825.60

** Capital Expenditures Page 2 of 7 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 11/01/18 THRU 11/30/18 MEETING DATE 1/16/2019

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

HAND TOOLS TOTAL $1,825.60 MULTIFACET, INC. HARDWARE & RELATED 25KTHRES $820.00 TRI-STATE DISTRIBUTORS OF NJ, INC HARDWARE & RELATED 25KTHRES $1,497.42 HARDWARE & RELATED TOTAL $2,317.42 PHILADELPHIA GAS WORKS HEATING EXPENSE UTILITY $3,071.66 ATLANTIC CITY ELECTRIC HEATING EXPENSE UTILITY $11,207.05 PSE&G CO. HEATING EXPENSE UTILITY $9,349.46 SOUTH JERSEY GAS COMPANY HEATING EXPENSE UTILITY $3,364.41 HEATING EXPENSE TOTAL $26,992.58 BARTON SUPPLY HVAC 25KTHRES $4,375.00 CARRIER CORPORATION HVAC 25KTHRES $2,150.00 HILLMANN CONSULTING LLC HVAC 25KTHRES $740.00 HVAC TOTAL $7,265.00 SOWINSKI SULLIVAN ARCHITECTS, PC INST ELEVATORS REMAINING STATIONS D-13-080 $448.63 ** A.P. CONSTRUCTION, INC. INST ELEVATORS REMAINING STATIONS D-17-046 $807,483.70 ** INST ELEVATORS REMAINING STATIONS TOTAL $807,932.33 MOTT MACDONALD, LLC INSTALL NEW IN-FLOOR TRAIN CAR HOIST D-15-019 $13,032.09 ** INSTALL NEW IN-FLOOR TRAIN CAR HOIST TOTAL $13,032.09 PORT AUTHORITY TRANSIT CORPORATION INTERCOMPANY TRANSFERS NONE $2,844,536.48 INTERCOMPANY TRANSFERS TOTAL $2,844,536.48 S GROUP INC INVESTMENT MANAGEMENT FEES D-00-079 $23,536.63 INVESTMENT MANAGEMENT FEES TOTAL $23,536.63 IUOE 542 BENEFIT FUNDS IUOE HEALTH & WELFARE D-15-130A $386,640.00 IUOE HEALTH & WELFARE TOTAL $386,640.00 ARORA SYSTEMS GROUP, LLC LINDENWOLD WATER DISTRIB SYSTEM D-18-030 $6,832.60 ** LINDENWOLD WATER DISTRIB SYSTEM TOTAL $6,832.60 BURNS ENGINEERING, INC. LINDENWOLD YARD TRACK REHAB CEOEMG $4,645.70 ** RAILROAD CONSTRUCTION COMPANY LINDENWOLD YARD TRACK REHAB D-17-038 $869,935.77 ** LINDENWOLD YARD TRACK REHAB TOTAL $874,581.47 TRANSCORE LP MAIN. FEE - TOLL COLLECTION EQUIP D-15-011 $71,777.00 MAIN. FEE - TOLL COLLECTION EQUIP TOTAL $71,777.00 ANDREOTTI'S CATERING, LLC MEETING EXPENSES 25KTHRES $1,451.00 CATHEDRAL SOUP KITCHEN INC MEETING EXPENSES 25KTHRES $266.25 CHARLES J. CUNNINGHAM MEETING EXPENSES 25KTHRES $60.38 HOSPITALITY MANAGEMENT SERVICES MEETING EXPENSES 25KTHRES $900.73 SOS AUDIO VISUAL LLC MEETING EXPENSES 25KTHRES $500.00 MEETING EXPENSES TOTAL $3,178.36 GOVERNMENT NEWS NETWORK MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $447.50 THOMSON REUTERS MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $1,507.20 MEMBERSHIPS & SUBSCRIPTIONS TOTAL $1,954.70 ANS STEEL CO LLC METALS 25KTHRES $13,892.88 METALS TOTAL $13,892.88 TD BANK, N.A. NET PAYROLL NONE $47,822.07 WELLS FARGO BANK, NA NET PAYROLL NONE $2,822,576.45 NET PAYROLL TOTAL $2,870,398.52 TURNER SURETY & INSURANCE BROKERAGE NJ FEEDERS & SUBSTATION UPGRADES D-16-109 $1,750.00 ** NJ FEEDERS & SUBSTATION UPGRADES TOTAL $1,750.00 N.J. LBR TAX NJ PAYROLL TAXES NONE $2,943.35 NJ PAYROLL TAXES TOTAL $2,943.35 AON RISK SERVICES CENTRAL INC OCIP INSURANCE D-17-040 $107,100.00 OCIP INSURANCE TOTAL $107,100.00 BROWN'S GRAPHIC SOLUTIONS, INC OFFICE SUPPLIES 25KTHRES $27.85 W.B. MASON CO. INC OFFICE SUPPLIES D-17-085 $4,767.63 PAPER MART INC OFFICE SUPPLIES D-17-091 $810.00 OFFICE SUPPLIES TOTAL $5,605.48 AREUFIT HEALTH SERVICES OTHER RECEIVABLES 25KTHRES $8,213.00 FUNCTIONAL HEALTH CENTER LLC OTHER RECEIVABLES 25KTHRES $300.00 OTHER RECEIVABLES TOTAL $8,513.00 WHITNEY BAILEY COX MAGNANI LLC PA TOWER PIER REHABILITATION D-17-093 $15,768.09 ** PA TOWER PIER REHABILITATION TOTAL $15,768.09 CANON SOLUTIONS AMERICA, INC. PATCO COPIER EXPENSE 25KTHRES $1,692.94 PATCO COPIER EXPENSE TOTAL $1,692.94 QUAL-LYNX CASUALTY CLAIM ADMINISTRA PATCO PROFESSIONAL SERVICES D-17-017 $5,400.54

** Capital Expenditures Page 3 of 7 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 11/01/18 THRU 11/30/18 MEETING DATE 1/16/2019

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

PATCO PROFESSIONAL SERVICES TOTAL $5,400.54 SPRINT PATCO TELEPHONE UTILITY $372.65 VERIZON PATCO TELEPHONE UTILITY $668.24 VERIZON BUSINESS PATCO TELEPHONE UTILITY $37.19 PATCO TELEPHONE TOTAL $1,078.08 INTERNAL REVENUE SERVICE PAYROLL TAXES NONE $1,122,129.87 PA DEPT OF REVENUE PAYROLL TAXES NONE $38,146.33 TREASURER - STATE OF NEW JERSEY PAYROLL TAXES NONE $104,497.41 PAYROLL TAXES TOTAL $1,264,773.61 PNC BANK P-CARD P-CARD PURCHASES 25KTHRES $144,277.27 P-CARD PURCHASES TOTAL $144,277.27 TRANSYSTEMS CORPORATION PEDESTRIAN WALKWAY PRESERVATION D-15-019 $3,354.24 ** PEDESTRIAN WALKWAY PRESERVATION TOTAL $3,354.24 PUBLIC EMPLOYEES RETIREMENT SYSTEM PENSION & BENEFITS 25KTHRES $283.91 N.J. PUBLIC EMPLOYEES RETIREMENT SYSTEM PENSION & BENEFITS NONE $9,000.00 PENSION & BENEFITS TOTAL $9,283.91 GANNETT FLEMING COMPANIES PHASE 3 OF ELECTRICAL TRANSFORMER D-18-028 $10,027.39 ** PHASE 3 OF ELECTRICAL TRANSFORMER TOTAL $10,027.39 IMX MEDICAL MANAGEMENT SVCS INC PROFESSIONAL FEES 25KTHRES $1,495.00 RONALD F. MCREYNOLDS PROFESSIONAL FEES 25KTHRES $216.03 PROFESSIONAL FEES TOTAL $1,711.03 GOVERNOR'S AUTHORITIES UNIT PROFESSIONAL FEES - AUDIT 25KTHRES $21,926.31 PROFESSIONAL FEES - AUDIT TOTAL $21,926.31 LUMINOUS STRATEGIES LLC PROFESSIONAL FEES - CONSULTING D-16-029 $13,750.00 BENEFIT HARBOR LP PROFESSIONAL FEES - CONSULTING D-17-077 $16,502.32 PROFESSIONAL FEES - CONSULTING TOTAL $30,252.32 AHMAD ZAFFARESE LLC PROFESSIONAL FEES - LEGAL COSTS D-17-086 $967.50 ARCHER & GREINER PROFESSIONAL FEES - LEGAL COSTS D-17-086 $35,651.30 BROWN & CONNERY LLP PROFESSIONAL FEES - LEGAL COSTS D-17-086 $12,971.22 DILWORTH PAXSON LLP PROFESSIONAL FEES - LEGAL COSTS D-17-086 $63,287.27 DUANE MORRIS LLP PROFESSIONAL FEES - LEGAL COSTS D-17-086 $20,747.00 LAULETTA BIRNBAUM LLC PROFESSIONAL FEES - LEGAL COSTS D-17-086 $592.50 MONTGOMERY MCCRACKEN WALKER & RHOAD PROFESSIONAL FEES - LEGAL COSTS D-17-086 $1,035.00 PARKER MCCAY PA PROFESSIONAL FEES - LEGAL COSTS D-17-086 $6,251.20 PEPPER HAMILTON LLP PROFESSIONAL FEES - LEGAL COSTS D-17-086 $11,526.02 STEVENS & LEE PROFESSIONAL FEES - LEGAL COSTS D-17-086 $7,703.90 STRADLEY RONON STEVENS & YOUNG, LLP PROFESSIONAL FEES - LEGAL COSTS D-17-086 $832.50 ZELLER & WIELICZKO, LLP PROFESSIONAL FEES - LEGAL COSTS D-17-086 $7,042.63 PROFESSIONAL FEES - LEGAL COSTS TOTAL $168,608.04 NEW JERSEY LEGAL COPY INC PROFESSIONAL FEES - LEGAL EXPENSES D-16-013 $248.00 HOLMES & COMPANY LLC PROFESSIONAL FEES - LEGAL EXPENSES D-17-086 $10,810.00 PROFESSIONAL FEES - LEGAL EXPENSES TOTAL $11,058.00 LEGAL SUITE USA, INC PROFESSIONAL SERVICES 25KTHRES $7,200.00 TEAMSCREEN SOLUTIONS LLC PROFESSIONAL SERVICES 25KTHRES $724.50 AECOM TECHNICAL SERVICES, INC. PROFESSIONAL SERVICES D-14-048 $4,989.13 QUAL-LYNX CASUALTY CLAIM PROFESSIONAL SERVICES D-17-017 $2,160.21 PROFESSIONAL SERVICES TOTAL $15,073.84 ATLANTIC TACTICAL PUBLIC SAFETY BODY ARMOR D-18-042 $23,777.00 ** PUBLIC SAFETY BODY ARMOR TOTAL $23,777.00 WSP USA RAMP AC AND BC JOINT REHABILITATION D-14-048 $10,346.47 ** RAMP AC AND BC JOINT REHABILITATION TOTAL $10,346.47 ARCHER & GREINER REHAB TRACK VIADUCTS D-17-086 $1,732.50 ** REHAB TRACK VIADUCTS TOTAL $1,732.50 WSP USA REOPENING FRANKLIN SQUARE D-14-048 $15,039.44 ** REOPENING FRANKLIN SQUARE TOTAL $15,039.44 GENERAL FIRE EQUIP CO INC. REPAIRS & MAINTENANCE 25KTHRES $1,168.00 BILLOWS ELEC SUPPLY CO I NC REPAIRS & MAINTENANCE 25KTHRES $4,903.32 MANHOLE COVERS DIRECT LLC REPAIRS & MAINTENANCE 25KTHRES $6,790.67 ELITE ELEVATOR SERVICES LLC REPAIRS & MAINTENANCE CEOEMG $6,832.00 TRI-M GROUP LLC REPAIRS & MAINTENANCE D-17-071 $43,082.56 AMERICAN CRANE & EQUIPMENT CORPORAT REPAIRS & MAINTENANCE D-18-065 $12,500.00 BERBEN INSIGNIA CO REPAIRS & MAINTENANCE 25KTHRES $336.00 CERTIFIED SPEEDOMETER SERVICE REPAIRS & MAINTENANCE 25KTHRES $825.00

** Capital Expenditures Page 4 of 7 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 11/01/18 THRU 11/30/18 MEETING DATE 1/16/2019

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

D.A. NOLT, INC. REPAIRS & MAINTENANCE 25KTHRES $4,952.29 DRAEGER INC REPAIRS & MAINTENANCE 25KTHRES $120.00 KENNEDY CONCRETE, INC REPAIRS & MAINTENANCE 25KTHRES $4,760.00 WATERWARE CORPORATION REPAIRS & MAINTENANCE 25KTHRES $3,749.00 REPAIRS & MAINTENANCE TOTAL $90,018.84 FRANKLIN - GRIFFITH, LLC REPLACE BRB & CBB FIBER 25KTHRES $7,044.10 ** CARR & DUFF REPLACE BRB & CBB FIBER D-17-099 $907,380.00 ** KS ENGINEERS, P.C. REPLACE BRB & CBB FIBER D-17-100 $40,720.00 ** REPLACE BRB & CBB FIBER TOTAL $955,144.10 AMERIHEALTH INSURANCE COMPANY RETIREE MEDICAL INSURANCE D-17-058 $209,593.19 UNITED HEALTHCARE RETIREE MEDICAL INSURANCE D-17-075 $121,730.03 RETIREE MEDICAL INSURANCE TOTAL $331,323.22 NATIONAL PAVING CO ROADWAY MATERIALS & SUPPLIES 25KTHRES $112.75 ROADWAY MATERIALS & SUPPLIES TOTAL $112.75 Y-PERS, INC. SALT-SODIUM CHLORIDE 25KTHRES $9,180.15 MORTON SALT INC. SALT-SODIUM CHLORIDE D-17-070 $15,289.31 SALT-SODIUM CHLORIDE TOTAL $24,469.46 ANDREOTTI'S CATERING, LLC SAP ENTERPRISE RESOURCE PLANNING 25KTHRES $100.00 ** CATHEDRAL SOUP KITCHEN INC SAP ENTERPRISE RESOURCE PLANNING 25KTHRES $39.95 ** KLEINBARD LLC SAP ENTERPRISE RESOURCE PLANNING D-17-086 $909.50 ** SAP PUBLIC SERVICES INC SAP ENTERPRISE RESOURCE PLANNING D-18-025 $1,002,196.40 ** SAP ENTERPRISE RESOURCE PLANNING TOTAL $1,003,245.85 OLIVER COMMUNICATIONS GROUP INC. SCADA FIELD EQUIPMENT UPGRADES P-18-012 $60,520.00 ** SCADA FIELD EQUIPMENT UPGRADES TOTAL $60,520.00 BUCHART HORN, INC. SUBWAY STRUCTURE RENOVATION D-15-019 $3,248.93 ** SUBWAY STRUCTURE RENOVATION TOTAL $3,248.93 DISANTO PROPANE SUPPLIES 25KTHRES $21.00 ONE CALL CONCEPTS, INC. SUPPLIES 25KTHRES $53.75 PENNSYLVANIA ONE CALL SYSTEM, INC. SUPPLIES 25KTHRES $104.64 SUPPLIES TOTAL $179.39 TD BANK, N.A. SWAP INTEREST PAYMENTS D-14-116 $692,113.22 WELLS FARGO BANK, NA SWAP INTEREST PAYMENTS D-14-116 $875,064.73 SWAP INTEREST PAYMENTS TOTAL $1,567,177.95 HENKE MANUFACTURING SWAP LOADER 25KTHRES $2,650.00 ** SWAP LOADER TOTAL $2,650.00 BENTLEY SYSTEMS, INC. TECHNOLOGY EXPENSE 25KTHRES $246.25 RE BUSINESS SOLUTIONS INC TECHNOLOGY EXPENSE 25KTHRES $4,050.00 SHI INTERNATIONAL CORP TECHNOLOGY EXPENSE 25KTHRES $3,305.42 ZAYO GROUP HOLDINGS INC TECHNOLOGY EXPENSE D-16-086 $1,636.00 LEXISNEXIS A DIVISION OF RELX INC TECHNOLOGY EXPENSE D-18-079 $950.00 SCHNEIDER ELECTRIC BUILDINGS AMERIC TECHNOLOGY EXPENSE D-18-081 $15,260.00 CARAHSOFT TECHNOLOGY CORPORATION TECHNOLOGY EXPENSE D-18-091 $62,066.00 COMPUTECH INTERNATIONAL INC TECHNOLOGY EXPENSE D-18-091 $37,610.00 DELL MARKETING L.P. TECHNOLOGY EXPENSE D-18-091 $42,095.56 TECHNOLOGY EXPENSE TOTAL $167,219.23 SAP NATIONAL SECURITY SERVICES INC TECHNOLOGY SERVICE CONTRACTS D-18-024 $408,352.54 TECHNOLOGY SERVICE CONTRACTS TOTAL $408,352.54 NETWORKFLEET INC TELEPHONE & TELECOM EXPENSE D-18-026 $4,945.95 SPRINT TELEPHONE & TELECOM EXPENSE UTILITY $1,490.62 THE CONFERENCE GROUP, LLC TELEPHONE & TELECOM EXPENSE UTILITY $593.64 VERIZON TELEPHONE & TELECOM EXPENSE UTILITY $3,925.78 VERIZON BUSINESS TELEPHONE & TELECOM EXPENSE UTILITY $3,567.92 VERIZON WIRELESS TELEPHONE & TELECOM EXPENSE UTILITY $19,850.11 TELEPHONE & TELECOM EXPENSE TOTAL $34,374.02 ACCOUNTANTS FOR YOU, INC TEMPORARY SERVICES D-17-062 $3,490.20 AJILON PROFESSIONAL STAFFING TEMPORARY SERVICES D-17-062 $5,099.20 PERRY RESOURCES TEMPORARY SERVICES D-17-062 $9,899.59 TEMPORARY SERVICES TOTAL $18,488.99 CUSTOM BANDAG INC. TIRES 25KTHRES $3,458.52 TIRES TOTAL $3,458.52 TURNER SURETY & INSURANCE BROKERAGE TOLL BOOTH HVAC SYSTEM REPLACEMENT D-16-109 $1,750.00 ** TOLL BOOTH HVAC SYSTEM REPLACEMENT TOTAL $1,750.00 GARDNER/JOHNSON TOLL REFUNDS 25KTHRES $12.50

** Capital Expenditures Page 5 of 7 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 11/01/18 THRU 11/30/18 MEETING DATE 1/16/2019

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

TOLL REFUNDS TOTAL $12.50 TRANSPO INDUSTRIES INC TRAFFIC CTRL DEVICES D-17-094 $32,608.00 TRAFFIC CTRL DEVICES TOTAL $32,608.00 KELLY L. FORBES TRAINING COSTS 25KTHRES $41.00 TRAINING COSTS TOTAL $41.00 AMERICAN RED CROSS TRAINING REGISTRATION FEES 25KTHRES $270.00 TRAINING REGISTRATION FEES TOTAL $270.00 GERALD FABER TRAINING TRAVEL COSTS 25KTHRES $69.02 MARIA J. WING TRAINING TRAVEL COSTS 25KTHRES $1,350.40 MARK A. ZITZLER TRAINING TRAVEL COSTS 25KTHRES $18.00 RAYMOND J. SANTARELLI TRAINING TRAVEL COSTS 25KTHRES $28.00 SIATA F. SHERIFF TRAINING TRAVEL COSTS 25KTHRES $330.61 STEVEN R. DEVILLASANTA TRAINING TRAVEL COSTS 25KTHRES $55.08 TRAINING TRAVEL COSTS TOTAL $1,851.11 WASTE MANAGEMENT OF NEW JERSEY TRASH REMOVAL D-18-064 $3,338.00 TRASH REMOVAL TOTAL $3,338.00 ANWAR N. SABREE TRAVEL EXPENSES 25KTHRES $9.82 BARBARA HOLCOMB TRAVEL EXPENSES 25KTHRES $141.07 CATHERINE M. BURNS TRAVEL EXPENSES 25KTHRES $3.27 CURTIS H. JACKSON TRAVEL EXPENSES 25KTHRES $4.91 DARLEEN CAMPBELL TRAVEL EXPENSES 25KTHRES $4.91 DOMINICK J. LUCENTE TRAVEL EXPENSES 25KTHRES $10.90 DONALD D. DALY TRAVEL EXPENSES 25KTHRES $21.80 EDWARD T. SCHLEY TRAVEL EXPENSES 25KTHRES $4.91 FRANKLIN D. WASHINGTON TRAVEL EXPENSES 25KTHRES $4.91 ILENE M. OREM-O'HARA TRAVEL EXPENSES 25KTHRES $32.97 JANET D. ROMANI TRAVEL EXPENSES 25KTHRES $9.82 JOHN A. CUJDIK TRAVEL EXPENSES 25KTHRES $10.90 JOHN N. FRANKLIN TRAVEL EXPENSES 25KTHRES $6.00 KAREN L. CYPHERS TRAVEL EXPENSES 25KTHRES $49.05 KELLIE A. MCFARLANE TRAVEL EXPENSES 25KTHRES $39.63 KIMBERLY A. MARCHELLINO TRAVEL EXPENSES 25KTHRES $21.80 MARINO A. MORRONE TRAVEL EXPENSES 25KTHRES $27.80 MICHAEL S. PELLEGRINO TRAVEL EXPENSES 25KTHRES $54.50 MONICA M. JAMES TRAVEL EXPENSES 25KTHRES $4.91 NIASHA N. JORDAN TRAVEL EXPENSES 25KTHRES $4.91 NYDIA ROSARIO TRAVEL EXPENSES 25KTHRES $15.04 PATRICIA A. GRIFFEY TRAVEL EXPENSES 25KTHRES $19.08 ROBERT P. HICKS JR TRAVEL EXPENSES 25KTHRES $267.75 ROBIN VALENTINE TRAVEL EXPENSES 25KTHRES $10.90 RONALD M. KELLY TRAVEL EXPENSES 25KTHRES $104.65 ROXANNE P. LAROC TRAVEL EXPENSES 25KTHRES $11.00 SABRINA M. SPEI TRAVEL EXPENSES 25KTHRES $3.27 SELINA C. THOMPKINS TRAVEL EXPENSES 25KTHRES $30.52 STEPHANIE A. SCHAFFER TRAVEL EXPENSES 25KTHRES $6.00 TONYELLE K. COOK-ARTIS TRAVEL EXPENSES 25KTHRES $63.60 WALTER A. MORRIS TRAVEL EXPENSES 25KTHRES $3.27 TRAVEL EXPENSES TOTAL $1,003.87 COURTNEY L. MCHUGH TUITION REIMBURSEMENT EXPENSE 25KTHRES $960.00 TUITION REIMBURSEMENT EXPENSE TOTAL $960.00 INTERNAL REVENUE SERVICE UNEMPLOYMENT COMPENSATION NONE $75.00 UNEMPLOYMENT COMPENSATION TOTAL $75.00 A & A GLOVE & SAFETY CO. UNIFORM EXPENSE 25KTHRES $132.00 ACME UNIFORM FOR INDUSTRY UNIFORM EXPENSE 25KTHRES $384.80 ALKO DISTRIBUTORS UNIFORM EXPENSE 25KTHRES $1,514.81 QUALITY CONCEPTS, INC. UNIFORM EXPENSE 25KTHRES $1,268.95 PNC BANK P-CARD UNIFORM EXPENSE 25KTHRES $19,487.43 UNIFORM EXPENSE TOTAL $22,787.99 EMPLOYEE PASS THROUGH PAYMENTS UNION DUES, EMPLOYEE CONTRIBUTIONS, ETC. NONE $183,984.61 UNION DUES, EMPLOYEE CONTRIBUTIONS, ETC. TOTAL $183,984.61 WHITMOYER FORD INC VAN (REPLACE 020) D-18-049 $29,300.00 ** VAN (REPLACE 020) TOTAL $29,300.00 NAPA AUTO PARTS VEHICLE PARTS FOR REPAIRS D-18-013 $10,904.87

** Capital Expenditures Page 6 of 7 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 11/01/18 THRU 11/30/18 MEETING DATE 1/16/2019

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

WILLIAMS AUTO PARTS VEHICLE PARTS FOR REPAIRS D-18-013 $971.14 VEHICLE PARTS FOR REPAIRS TOTAL $11,876.01 AUTO SUPERWASH INC VEHICLE SUPPLIES 25KTHRES $375.00 VEHICLE SUPPLIES TOTAL $375.00 CITY OF PHILA WATER & SEWER EXPENSE UTILITY $7,347.75 PENNSAUKEN SEWERAGE AUTHORITY WATER & SEWER EXPENSE UTILITY $801.62 WATER & SEWER EXPENSE TOTAL $8,149.37 AECOM TECHNICAL SERVICES, INC. WOODCREST STATION PLATFORM D-18-029 $171,005.23 ** WOODCREST STATION PLATFORM TOTAL $171,005.23 QUAL-LYNX WORKMEN'S COMPENSATION D-17-017 $145,110.53 WORKMEN'S COMPENSATION TOTAL $145,110.53 HILLMANN CONSULTING LLC WWB FOREMAN'S OFFICE RECONFIGURATION 25KTHRES $1,640.00 ** WWB FOREMAN'S OFFICE RECONFIGURATION TOTAL $1,640.00 LOU BO CORP WWB LED LIGHTING UNDER TOWERS 25KTHRES $1,950.00 ** WWB LED LIGHTING UNDER TOWERS TOTAL $1,950.00

$313,932,384.02

** Capital Expenditures Page 7 of 7 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 12/01/18 THRU 12/31/18 MEETING DATE 1/16/2019

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

BANK OF AMERICA 2000 SWAPTION TERMINATIONS D-16-098 $28,000.00 2000 SWAPTION TERMINATIONS TOTAL $28,000.00 STV INCORPORATED 4TH ST GARAGE CATHODIC PROTECTION D-15-019 $13,363.85 ** 4TH ST GARAGE CATHODIC PROTECTION TOTAL $13,363.85 AMERIHEALTH INSURANCE COMPANY ACTIVE MEDICAL INSURANCE D-18-080 $691,630.97 ACTIVE MEDICAL INSURANCE TOTAL $691,630.97 PARSONS TRANSPORTATION GRP ANCHORAGE PRESERVATION D-17-032 $90,902.49 ** ANCHORAGE PRESERVATION TOTAL $90,902.49 CANON FINANCIAL SERVICES, INC AUTHORITY WIDE COPIERS & PRINTERS D-16-083 $5,814.42 ** AUTHORITY WIDE COPIERS & PRINTERS TOTAL $5,814.42 LACAL EQUIPMENT INC AUTO ACCESSORIES 25KTHRES $2,118.24 LINDSAY TRANSPORTATION SOLUTIONS AUTO ACCESSORIES 25KTHRES $6,000.00 MULTIFACET, INC. AUTO ACCESSORIES 25KTHRES $1,252.15 SAR AUTOMOTIVE EQUIPMENT AUTO ACCESSORIES 25KTHRES $2,450.00 TRAFFIX DEVICES, INC. AUTO ACCESSORIES 25KTHRES $13,105.81 TRIUS INC AUTO ACCESSORIES 25KTHRES $3,256.82 U.S. MUNICIPAL SUPPLY, INC. AUTO ACCESSORIES 25KTHRES $1,007.00 AUTO ACCESSORIES TOTAL $29,190.02 H.A. DEHART & SON, INC. AUTO/RELATED TRANSPORTATION 25KTHRES $16,655.85 LINDSAY TRANSPORTATION SOLUTIONS AUTO/RELATED TRANSPORTATION 25KTHRES $6,975.00 AUTO/RELATED TRANSPORTATION TOTAL $23,630.85 EPLUS TECHNOLOGY, INC BACKUP ARCHIVING OF AUTHORITY DATA D-18-039 $13,037.51 ** BACKUP ARCHIVING OF AUTHORITY DATA TOTAL $13,037.51 GRAINGER BARREL/DRUM/CONTAIN. 25KTHRES $3,117.96 BARREL/DRUM/CONTAIN. TOTAL $3,117.96 PHILADELPHIA MURAL ARTS ADVOCATES BFB 5TH ST. PHILA VEHICLE/PEDESTRIAN D-17-018 $53,576.55 ** BFB 5TH ST. PHILA VEHICLE/PEDESTRIAN TOTAL $53,576.55 VITETTA ARCHITECTS & ENGINEERS BFB MASONRY REHABILITATION D-18-002 $48,461.91 ** BFB MASONRY REHABILITATION TOTAL $48,461.91 MODJESKI AND MASTERS, INC. BIENNIAL INSPECTION D-17-104 $125,686.38 HAKS ENGINEERS BIENNIAL INSPECTION D-17-105 $18,435.53 AECOM TECHNICAL SERVICES, INC. BIENNIAL INSPECTION D-17-106 $18,141.26 REMINGTON & VERNICK ENGINEERS, INC. BIENNIAL INSPECTION D-17-107 $164,779.80 BIENNIAL INSPECTION TOTAL $327,042.97 STV INCORPORATED BOND INDENTURE FEES D-17-093 $460.74 BOND INDENTURE FEES TOTAL $460.74 BANK OF NEW YORK - MELLON BOND SERVICE BOND RESOLUTIONS $480,977.21 TD BANK, N.A. BOND SERVICE BOND RESOLUTIONS $2,924,000.00 BOND SERVICE TOTAL $3,404,977.21 NATIONAL PAVING CO BRB LOWER GARAGE BAY EXTENSION 25KTHRES $222.20 ** BRB LOWER GARAGE BAY EXTENSION TOTAL $222.20 AECOM TECHNICAL SERVICES, INC. BRB MAINTENANCE PAINTING D-15-146 $59,303.06 ** CORCON, INC. BRB MAINTENANCE PAINTING D-17-065 $2,809,834.19 ** STV INCORPORATED BRB MAINTENANCE PAINTING D-17-066 $171,454.69 ** BRB MAINTENANCE PAINTING TOTAL $3,040,591.94 FRANKLIN - GRIFFITH, LLC BRIDGE DECK RESURFACING AND DECK JOINTS 25KTHRES $390.00 ** PARSONS TRANSPORTATION GRP BRIDGE DECK RESURFACING AND DECK JOINTS D-17-049 $202,535.12 ** SOUTH STATE, INC. BRIDGE DECK RESURFACING AND DECK JOINTS D-18-077 $2,520,290.99 ** BRIDGE DECK RESURFACING AND DECK JOINTS TOTAL $2,723,216.11 VERSALIFT EAST LLC BUCKET TRUCK D-18-015 $80,967.00 ** BUCKET TRUCK TOTAL $80,967.00 LTK CONSULTING SERVICES INC CAR REHAB DESIGN D-07-019 $59,374.96 ** STV INCORPORATED CAR REHAB DESIGN D-15-019 $9,707.64 ** CAR REHAB DESIGN TOTAL $69,082.60 TRANSCORE LP CBB MANUAL TOLL LANE GATES 25KTHRES $15,034.00 ** CBB MANUAL TOLL LANE GATES TOTAL $15,034.00 JEREMY SANTIAGO CDL LICENSE FEES 25KTHRES $125.00 JOHN MANNING CDL LICENSE FEES 25KTHRES $44.00 JOSEPH JUHRING CDL LICENSE FEES 25KTHRES $44.00 MARK T. SWIDERSKI CDL LICENSE FEES 25KTHRES $44.00 STEPHEN P. JAMES CDL LICENSE FEES 25KTHRES $44.00 VINCENT MARTIN YANCEY CDL LICENSE FEES 25KTHRES $44.00 CDL LICENSE FEES TOTAL $345.00 GANNETT FLEMING COMPANIES CENTER TOWER/COMMAND & CONTROL D-16-011 $16,220.69 **

** Capital Expenditure Page 1 of 9 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 12/01/18 THRU 12/31/18 MEETING DATE 1/16/2019

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

CENTER TOWER/COMMAND & CONTROL TOTAL $16,220.69 BOROUGH OF COLLINGSWOOD COMMUNITY IMPACT FEES D-94-075 $30,000.00 BOROUGH OF HADDONFIELD COMMUNITY IMPACT FEES D-94-075 $30,000.00 BOROUGH OF LAWNSIDE COMMUNITY IMPACT FEES D-94-075 $15,000.00 BOROUGH OF LINDENWOLD COMMUNITY IMPACT FEES D-94-075 $90,000.00 BOROUGH OF SOMERDALE COMMUNITY IMPACT FEES D-94-075 $15,000.00 BOROUGH OF STRATFORD COMMUNITY IMPACT FEES D-94-075 $15,000.00 CHERRY HILL TOWNSHIP COMMUNITY IMPACT FEES D-94-075 $75,000.00 CITY OF CAMDEN COMMUNITY IMPACT FEES D-94-075 $75,000.00 CITY OF PHILADELPHIA COMMUNITY IMPACT FEES D-94-075 $75,000.00 TOWNSHIP OF HADDON COMMUNITY IMPACT FEES D-94-075 $30,000.00 TOWNSHIP OF VOORHEES COMMUNITY IMPACT FEES D-94-075 $50,000.00 COMMUNITY IMPACT FEES TOTAL $500,000.00 TRI-COUNTY TERMITE & PEST CONTROL CONTRACT SERVICE EXPENSE 25KTHRES $570.00 IRON MOUNTAIN INCORPORATED CONTRACT SERVICE EXPENSE D-16-138 $7,316.50 COURT LIAISON SERVICES LLC CONTRACT SERVICE EXPENSE D-17-073 $2,750.00 NORTHEAST WORK & SAFETY BOATS LLC CONTRACT SERVICE EXPENSE D-17-117 $2,475.03 CONTRACT SERVICE EXPENSE TOTAL $13,111.53 LAZ PARKING-MID-ATLANTIC LLC CONTRACTED P/T TOLL COLLECTORS D-17-012 $64,210.11 CONTRACTED P/T TOLL COLLECTORS TOTAL $64,210.11 CONDUENT BUSINESS SERVICES LLC CONTRACTORS - EZP WALK IN CSC D-15-120 $97,687.89 CONTRACTORS - EZP WALK IN CSC TOTAL $97,687.89 NEWARK GRUBB KNIGHT FRANK COOLING TOWER REPAIRS & EXT DOOR D-13-098 $73,602.00 COOLING TOWER REPAIRS & EXT DOOR TOTAL $73,602.00 CANON FINANCIAL SERVICES INC COPIER EXPENSES D-16-083 $139.00 COPIER EXPENSES TOTAL $139.00 TEAM CLEAN, INC CUSTODIAL SERVICES D-16-120 $47,058.11 CUSTODIAL SERVICES TOTAL $47,058.11 EPLUS TECHNOLOGY, INC DATA PROCESSING 25KTHRES $15,281.71 ZAYO GROUP HOLDINGS INC DATA PROCESSING D-16-086 $1,636.00 LEXISNEXIS A DIVISION OF RELX INC DATA PROCESSING D-18-079 $950.00 SHI INTERNATIONAL CORP DATA PROCESSING D-18-091 $10,509.31 DATA PROCESSING TOTAL $28,377.02 HNTB CORPORATION DECK CONDITION ASSESSMENT D-17-093 $25,914.72 ** KS ENGINEERS, P.C. DECK CONDITION ASSESSMENT D-17-093 $18,659.06 ** DECK CONDITION ASSESSMENT TOTAL $44,573.78 KS ENGINEERS, P.C. DELEADING AND REPAINTING D-16-087 $161,706.65 ** ELLIOTT GREENLEAF & SIEDZIKOWSKI PC DELEADING AND REPAINTING D-17-086 $1,150.70 ** CORCON, INC. DELEADING AND REPAINTING D-18-010 $445,194.00 ** DELEADING AND REPAINTING TOTAL $608,051.35 JOHNSON, MIRMIRAN & THOMPSON, INC. DELEADING/REPAINTING-PHASE 3 D-15-098 $495,715.64 ** DELEADING/REPAINTING-PHASE 3 TOTAL $495,715.64 RIGGINS INC. DIESEL FUEL D-18-063 $1,971.60 DIESEL FUEL TOTAL $1,971.60 EMERGI-CLEAN INC DISPOSAL FEES 25KTHRES $285.00 CLEAN VENTURE, INC. DISPOSAL FEES D-18-066 $5,272.35 DISPOSAL FEES TOTAL $5,557.35 AECOM TECHNICAL SERVICES, INC. DRPA TRUCK PERMIT PROGRAM D-14-077 $8,086.51 ** DRPA TRUCK PERMIT PROGRAM TOTAL $8,086.51 ATLANTIC CITY ELECTRIC ELECTRICITY EXPENSE UTILITY $11,946.07 PECO - PAYMENT PROCESSING ELECTRICITY EXPENSE UTILITY $28,335.84 PSE&G CO. ELECTRICITY EXPENSE UTILITY $14,191.22 ELECTRICITY EXPENSE TOTAL $54,473.13 ELITE ELEVATOR SERVICES LLC ELEVATOR REPAIRS CEOEMG $508.00 ELEVATOR REPAIRS TOTAL $508.00 REMINGTON & VERNICK ENGINEERS, INC. ELEVATOR REPLACEMENT D-18-048 $28,899.27 ** ELEVATOR REPLACEMENT TOTAL $28,899.27 BROWN & CONNERY LLP EMBANKMENT RESTORATION D-17-086 $157.50 ** EMBANKMENT RESTORATION TOTAL $157.50 REMINGTON & VERNICK ENGINEERS, INC. EMERGENCY GENERATOR D-15-019 $10,931.23 ** EMERGENCY GENERATOR TOTAL $10,931.23 ADAM E. CARMASINE EMPLOYEE AWARDS 25KTHRES $92.74 EMPLOYEE AWARDS TOTAL $92.74 VISION BENEFITS OF AMERICA EMPLOYEE VISION INSURANCE D-15-106 $3,006.70

** Capital Expenditure Page 2 of 9 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 12/01/18 THRU 12/31/18 MEETING DATE 1/16/2019

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

EMPLOYEE VISION INSURANCE TOTAL $3,006.70 AECOM TECHNICAL SERVICES, INC. ENGINEERING SERVICES D-14-048 $500.23 PENNONI ASSOCIATES INC. ENGINEERING SERVICES D-17-093 $373.89 ENGINEERING SERVICES TOTAL $874.12 A & A GLOVE & SAFETY CO. EQUIPMENT & TOOLS 25KTHRES $6,369.50 ATLANTIC TACTICAL EQUIPMENT & TOOLS 25KTHRES $926.05 B&B ROADWAY AND SECURITY SOLUTIONS EQUIPMENT & TOOLS 25KTHRES $1,296.00 BEST BUY STORES LP EQUIPMENT & TOOLS 25KTHRES $1,106.85 EPLUS TECHNOLOGY, INC EQUIPMENT & TOOLS 25KTHRES $569.93 GARDEN STATE HIGHWAY PRODUCTS INC EQUIPMENT & TOOLS 25KTHRES $3,470.00 GRAYBAR ELECTRIC CO INC EQUIPMENT & TOOLS 25KTHRES $805.83 MATHESON TRI-GAS INC EQUIPMENT & TOOLS 25KTHRES $3,814.57 MUNCIPAL EMERGENCY SERVICES EQUIPMENT & TOOLS 25KTHRES $4,000.00 PEMBERTON ELECTRICAL SUPPLY COMPANY EQUIPMENT & TOOLS 25KTHRES $2,679.24 PENDERGAST SAFETY EQUIPMENT CO EQUIPMENT & TOOLS 25KTHRES $345.00 SUPREME SAFETY, INC EQUIPMENT & TOOLS 25KTHRES $124.00 THOMSON REUTERS- WEST EQUIPMENT & TOOLS 25KTHRES $453.00 TRI-STATE DISTRIBUTORS OF NJ, INC EQUIPMENT & TOOLS 25KTHRES $1,344.75 Y-PERS, INC. EQUIPMENT & TOOLS 25KTHRES $981.60 NEW JERSEY TURNPIKE AUTHORITY EQUIPMENT & TOOLS D-04-031 $15,911.03 TACTICAL PUBLIC SAFETY LLC EQUIPMENT & TOOLS D-17-073 $15,628.80 EQUIPMENT & TOOLS TOTAL $59,826.15 WHITMOYER FORD INC ESCAPE (REPLACEMENT F00809) D-18-017 $22,600.00 ** ESCAPE (REPLACEMENT F00809) TOTAL $22,600.00 JACOBS ENGINEERING GROUP INC EVESHAM PEDESTRIAN BRIDGE REPLACEMENT D-15-019 $24,999.03 ** EVESHAM PEDESTRIAN BRIDGE REPLACEMENT TOTAL $24,999.03 NJ E-ZPASS E-ZPASS CREDIT CARD FEES D-04-031 $897,197.38 NJ E-ZPASS E-ZPASS CREDIT CARD FEES D-15-120 $567,765.56 AMERICAN EXPRESS E-ZPASS CREDIT CARD FEES D-04-031 $35.25 PAYMENTECH E-ZPASS CREDIT CARD FEES D-04-032 $449.57 E-ZPASS CREDIT CARD FEES TOTAL $1,465,447.76 PABCO INDUSTRIES LLC FARE COLLECTION EQP 25KTHRES $2,479.50 TRANSCORE LP FARE COLLECTION EQP 25KTHRES $6,851.40 W.B. MASON CO. INC FARE COLLECTION EQP 25KTHRES $835.20 FARE COLLECTION EQP TOTAL $10,166.10 TRANSPO INDUSTRIES INC FASTENERS 25KTHRES $1,588.26 TRI-STATE DISTRIBUTORS OF NJ, INC FASTENERS 25KTHRES $81.00 BDF CHEMICAL CO INC FASTENERS D-16-138 $214.85 FASTENERS TOTAL $1,884.11 RIGGINS INC. FUEL/OIL/GREASE 25KTHRES $8,000.00 HOUGH PETROLEUM FUEL/OIL/GREASE D-18-009 $2,382.59 FUEL/OIL/GREASE TOTAL $10,382.59 G.A. BLANCO & SONS INC. FURNITURE 25KTHRES $4,950.00 GLOBAL EQUIPMENT CO, INC FURNITURE 25KTHRES $4,769.41 FURNITURE TOTAL $9,719.41 RIGGINS INC. GASOLINE - UNLEADED D-18-063 $15,180.00 GASOLINE - UNLEADED TOTAL $15,180.00 TRIAD ADVISORY SERVICES INC GRANT RECEIVABLES D-16-050 $4,515.00 US REGIONAL OCCUPATIONAL HEALTH II GRANT RECEIVABLES D-17-058 $1,950.00 GRANT RECEIVABLES TOTAL $6,465.00 SYMETRA LIFE INSURANCE COMP. GROUP LIFE & ACCIDENT INSURANCE D-17-074 $112,352.63 GROUP LIFE & ACCIDENT INSURANCE TOTAL $112,352.63 GRAINGER HAND TOOLS 25KTHRES $3,533.00 HAND TOOLS TOTAL $3,533.00 PHILADELPHIA GAS WORKS HEATING EXPENSE UTILITY $9,668.97 PSE&G CO. HEATING EXPENSE UTILITY $19,691.50 SOUTH JERSEY GAS COMPANY HEATING EXPENSE UTILITY $8,029.32 HEATING EXPENSE TOTAL $37,389.79 EPLUS TECHNOLOGY, INC HP DL380 SERVER 25KTHRES $7,093.65 ** HP DL380 SERVER TOTAL $7,093.65 BRADLEY-SCIOCCHETTI INC HVAC 25KTHRES $2,257.00 EDWARD KURTH & SONS INC HVAC 25KTHRES $4,950.00 HILLMANN CONSULTING LLC HVAC 25KTHRES $1,480.00 PLYMOUTH ENVIRONMENTAL COMPANY, INC HVAC 25KTHRES $2,200.00

** Capital Expenditure Page 3 of 9 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 12/01/18 THRU 12/31/18 MEETING DATE 1/16/2019

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

SHADE ENVIRONMENTAL, LLC HVAC 25KTHRES $2,175.00 TOZOUR ENERGY SYSTEMS, INC. HVAC 25KTHRES $1,847.00 HVAC TOTAL $14,909.00 SOWINSKI SULLIVAN ARCHITECTS, PC INST ELEVATORS REMAINING STATIONS D-13-080 $2,639.98 ** A.P. CONSTRUCTION, INC. INST ELEVATORS REMAINING STATIONS D-17-046 $916,919.40 ** BURNS ENGINEERING, INC. INST ELEVATORS REMAINING STATIONS P-17-011 $93,077.17 ** INST ELEVATORS REMAINING STATIONS TOTAL $1,012,636.55 TURNER SURETY & INSURANCE BROKERAGE INSURANCE D-18-106 $256,283.00 TURNER SURETY & INSURANCE BROKERAGE INSURANCE D-15-127 $25,875.00 TURNER SURETY & INSURANCE BROKERAGE INSURANCE D-17-081 $112,155.00 TURNER SURETY & INSURANCE BROKERAGE INSURANCE D-17-081 $935,231.67 TURNER SURETY & INSURANCE BROKERAGE INSURANCE D-17-082 $26,232.73 TURNER SURETY & INSURANCE BROKERAGE INSURANCE D-18-100 $217,309.00 TURNER SURETY & INSURANCE BROKERAGE INSURANCE D-18-101 $60,600.00 TURNER SURETY & INSURANCE BROKERAGE INSURANCE D-18-102 $216,702.00 TURNER SURETY & INSURANCE BROKERAGE INSURANCE D-18-103 $80,295.00 TURNER SURETY & INSURANCE BROKERAGE INSURANCE D-18-105 $33,575.25 TURNER SURETY & INSURANCE BROKERAGE INSURANCE D-18-106 $1,324,477.68 TURNER SURETY & INSURANCE BROKERAGE INSURANCE D-18-107 $706,807.00 INSURANCE TOTAL $3,995,543.33 PORT AUTHORITY TRANSIT CORPORATION INTERCOMPANY TRANSFERS NONE $2,342,202.93 INTERCOMPANY TRANSFERS TOTAL $2,342,202.93 THE HAVERFORD TRUST COMPANY INVESTMENT MANAGEMENT FEES D-00-079 $2,391.07 INVESTMENT MANAGEMENT FEES TOTAL $2,391.07 IUOE 542 BENEFIT FUNDS IUOE HEALTH & WELFARE D-14-047 $383,060.00 IUOE HEALTH & WELFARE TOTAL $383,060.00 CAMDEN BAG AND PAPER JANITORIAL SUPPLIES 25KTHRES $587.16 SUPREME SAFETY, INC JANITORIAL SUPPLIES 25KTHRES $576.00 JANITORIAL SUPPLIES TOTAL $1,163.16 ABDI A. DABA JOB CERTIFICATIONS & LICENSES 25KTHRES $125.25 JOB CERTIFICATIONS & LICENSES TOTAL $125.25 ARORA SYSTEMS GROUP, LLC LINDENWOLD WATER DISTRIB SYSTEM D-18-030 $1,052.29 ** LINDENWOLD WATER DISTRIB SYSTEM TOTAL $1,052.29 BURNS ENGINEERING, INC. LINDENWOLD YARD TRACK REHAB CEOEMG $559.23 ** HNTB CORPORATION LINDENWOLD YARD TRACK REHAB D-16-111 $157,401.32 ** RAILROAD CONSTRUCTION COMPANY OF SJ LINDENWOLD YARD TRACK REHAB D-17-038 $1,637,156.91 ** LINDENWOLD YARD TRACK REHAB TOTAL $1,795,117.46 TD BANK LOC FEES - 2008 REF REV BONDS (FINAL) D-16-055 $104,312.68 LOC FEES - 2008 REF REV BONDS (FINAL) TOTAL $104,312.68 BARCLAYS BANK PLC NEW YORK BRANCH LOC FEES - 2010 REF REV BONDS (FINAL) D-16-055 $129,162.25 LOC FEES - 2010 REF REV BONDS (FINAL) TOTAL $129,162.25 TRANSCORE LP MAINT. FEE - TOLL COLLECTION EQUIP D-15-011 $71,777.00 MAINT. FEE - TOLL COLLECTION EQUIP TOTAL $71,777.00 HNTB CORPORATION MAINTENANCE PAINTING AND STEEL REPAIRS D-17-031 $364,929.58 ** MAINTENANCE PAINTING AND STEEL REPAIRS TOTAL $364,929.58 ANDREOTTI'S CATERING, LLC MEETING EXPENSES 25KTHRES $915.00 BRIGITTE KORDZIAN MEETING EXPENSES 25KTHRES $20.00 CHARLES J. CUNNINGHAM MEETING EXPENSES 25KTHRES $43.92 DRPA PETTY CASH MEETING EXPENSES 25KTHRES $56.18 JAMES M. WHITE MEETING EXPENSES 25KTHRES $58.67 SELINA C. THOMPKINS MEETING EXPENSES 25KTHRES $95.35 ANDREOTTI'S CATERING, LLC MEETING EXPENSES 25KTHRES $45.00 MEETING EXPENSES TOTAL $1,234.12 RUTGERS UNIVERSITY MEMBERSHIP DUES 25KTHRES $720.00 MEMBERSHIP DUES TOTAL $720.00 DIRECTV MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $291.04 DRPA PETTY CASH MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $329.00 GOVERNMENT NEWS NETWORK - GOVNET MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $132.50 TONI P. BROWN MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $225.00 MEMBERSHIPS & SUBSCRIPTIONS TOTAL $977.54 TD BANK, N.A. NET PAYROLL NONE $56,414.19 WELLS FARGO BANK, NA NET PAYROLL NONE $2,858,708.70 NET PAYROLL TOTAL $2,915,122.89 CHERRY, WEBER & ASSOCIATES P.C. NJ APPROACH ROADWAY RESURFACING D-17-028 $300,053.27 **

** Capital Expenditure Page 4 of 9 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 12/01/18 THRU 12/31/18 MEETING DATE 1/16/2019

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

NJ APPROACH ROADWAY RESURFACING TOTAL $300,053.27 CONDUENT BUSINESS SERVICES LLC NJ CSC TRANSACTIONS D-15-120 $108,987.67 NJ CSC TRANSACTIONS TOTAL $108,987.67 BURNS ENGINEERING, INC. NJ FEEDERS & SUBSTATION UPGRADES D-17-093 $2,910.02 ** NJ FEEDERS & SUBSTATION UPGRADES TOTAL $2,910.02 NATIONAL UNION FIRE INS COM OCIP ACCRUAL D-14-052 $1,709.95 OCIP ACCRUAL TOTAL $1,709.95 TD BANK OCIP LOC COSTS FOR 2017 AND 2018 D-15-064 $9,458.22 OCIP LOC COSTS FOR 2017 AND 2019 TOTAL $9,458.22 KERSHNER OFFICE FURNITURE, INC OFFICE EQUIPMENT 25KTHRES $2,083.00 PERONI'S INCORPORATED OFFICE EQUIPMENT 25KTHRES $20,520.00 SHI INTERNATIONAL CORP OFFICE EQUIPMENT 25KTHRES $385.00 OFFICE EQUIPMENT TOTAL $22,988.00 BROWN'S GRAPHIC SOLUTIONS, INC OFFICE SUPPLIES 25KTHRES $27.85 W.B. MASON CO. INC OFFICE SUPPLIES 25KTHRES $3,393.83 PAPER MART INC OFFICE SUPPLIES D-17-091 $891.00 OFFICE SUPPLIES TOTAL $4,312.68 PNC OPEB CONTRIBUTION - DRPA D-14-154 $3,313,307.23 OPEB CONTRIBUTION - DRPA TOTAL $3,313,307.23 PNC OPEB CONTRIBUTION - PATCO D-14-154 $1,686,692.77 OPEB CONTRIBUTION - PATCO TOTAL $1,686,692.77 AECOM TECHNICAL SERVICES, INC. PA APPROACH OVERPASS REHAB D-17-005 $102,818.13 ** TRAFFIC PLANNING AND DESIGN INC PA APPROACH OVERPASS REHAB D-17-093 $1,178.51 ** PA APPROACH OVERPASS REHAB TOTAL $103,996.64 COMMONWEALTH OF PENNSYLVANIA PA DEPT. LABOR ASSESSMENT 25KTHRES $16,785.00 PA DEPT. LABOR ASSESSMENT TOTAL $16,785.00 PA STATE EMPLOYEES RETIREMENT SYSTEM PA PENSION EMPLOYEE SHARE NONE $3,519.02 PA PENSION EMPLOYEE SHARE TOTAL $3,519.02 WHITNEY BAILEY COX MAGNANI LLC PA TOWER PIER REHABILITATION D-17-093 $11,327.04 ** PA TOWER PIER REHABILITATION TOTAL $11,327.04 PAPER MART INC PAPER D-17-091 $833.30 PAPER TOTAL $833.30 PENNONI ASSOCIATES INC. PATCO OUTBOUND SURVEY D-13-081 $2,689.85 ** PATCO OUTBOUND SURVEY TOTAL $2,689.85 QUAL-LYNX CASUALTY CLAIM PATCO PROFESSIONAL SERVICES NONE $5,452.86 PATCO PROFESSIONAL SERVICES TOTAL $5,452.86 STV INCORPORATED PATCO STATION ENHANCEMENTS D-15-019 $23,062.12 ** TRANSYSTEMS CORPORATION PATCO STATION ENHANCEMENTS P-17-013 $65,543.07 ** PATCO STATION ENHANCEMENTS TOTAL $88,605.19 SPRINT PATCO TELEPHONE UTILITY $373.45 VERIZON PATCO TELEPHONE UTILITY $668.24 VERIZON BUSINESS PATCO TELEPHONE UTILITY $37.19 PATCO TELEPHONE TOTAL $1,078.88 CITY OF PHILADELPHIA PAYROLL TAXES NONE $74,789.02 CITY OF WILMINGTON PAYROLL TAXES NONE $301.14 INTERNAL REVENUE SERVICE PAYROLL TAXES NONE $5,000.00 INTERNAL REVENUE SERVICE PAYROLL TAXES NONE $1,338,654.52 PA DEPT OF REVENUE PAYROLL TAXES NONE $40,276.72 TREASURER - STATE OF NEW JERSEY PAYROLL TAXES NONE $135,010.07 PAYROLL TAXES TOTAL $1,594,031.47 PNC BANK P-CARD P-CARD PURCHASES 25KTHRES $120,442.87 P-CARD PURCHASES TOTAL $120,442.87 A.P. CONSTRUCTION, INC. PEDESTRIAN BRIDGES AND TUNNELS P-18-001 $143,387.37 ** PEDESTRIAN BRIDGES AND TUNNELS TOTAL $143,387.37 AECOM TECHNICAL SERVICES, INC. PENNDOT I95 INTERCHANGE IMPROVEMENT D-15-053 $42,939.87 ** PENNDOT I95 INTERCHANGE IMPROVEMENT TOTAL $42,939.87 N.J. PUBLIC EMPLOYEES RETIREMENT SYSTEM PENSION & BENEFITS NONE $9,406.00 PENSION & BENEFITS TOTAL $9,406.00 GANNETT FLEMING COMPANIES PHASE 3 OF ELECTRICAL TRANSFORMER D-18-028 $61,325.53 ** PHASE 3 OF ELECTRICAL TRANSFORMER TOTAL $61,325.53 INSIGHT INVESTIGATIONS, INC. PROFESSIONAL FEES 25KTHRES $1,200.00 TURNER SURETY & INSURANCE BROKERAGE PROFESSIONAL FEES D-16-109 $1,750.00 PROFESSIONAL FEES TOTAL $2,950.00 AECOM TECHNICAL SERVICES, INC. PROFESSIONAL FEES - CONSULTING D-14-048 $643.38

** Capital Expenditure Page 5 of 9 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 12/01/18 THRU 12/31/18 MEETING DATE 1/16/2019

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

PROFESSIONAL FEES - CONSULTING TOTAL $643.38 TURNER SURETY & INSURANCE BROKERAGE PROFESSIONAL FEES - INS BROKERS D-18-054 $20,448.45 TURNER SURETY & INSURANCE BROKERAGE PROFESSIONAL FEES - INS BROKERS D-18-055 $28,346.88 PROFESSIONAL FEES - INS BROKERS TOTAL $48,795.33 AHMAD ZAFFARESE LLC PROFESSIONAL FEES - LEGAL COSTS D-17-086 $14,625.00 ARCHER & GREINER PROFESSIONAL FEES - LEGAL COSTS D-17-086 $2,364.98 BROWN & CONNERY LLP PROFESSIONAL FEES - LEGAL COSTS D-17-086 $2,351.18 DILWORTH PAXSON LLP PROFESSIONAL FEES - LEGAL COSTS D-17-086 $28,722.00 DUANE MORRIS LLP PROFESSIONAL FEES - LEGAL COSTS D-17-086 $16,735.00 MATTLEMAN WEINROTH MILLER PC PROFESSIONAL FEES - LEGAL COSTS D-17-086 $135.00 MCNICHOL BYRNE & MATLAWSKI PC PROFESSIONAL FEES - LEGAL COSTS D-17-086 $135.00 MONTGOMERY MCCRACKEN WALKER & RHOAD PROFESSIONAL FEES - LEGAL COSTS D-17-086 $6,007.50 STEVENS & LEE PROFESSIONAL FEES - LEGAL COSTS D-17-086 $6,392.10 STRADLEY RONON STEVENS & YOUNG, LLP PROFESSIONAL FEES - LEGAL COSTS D-17-086 $9,386.18 ZELLER & WIELICZKO, LLP PROFESSIONAL FEES - LEGAL COSTS D-17-086 $19,822.19 PROFESSIONAL FEES - LEGAL COSTS TOTAL $106,676.13 HOLMES & COMPANY LLC PROFESSIONAL FEES - LEGAL EXPENSES D-17-086 $690.00 PROFESSIONAL FEES - LEGAL EXPENSES TOTAL $690.00 INTERSTATE MOBILE CARE PROFESSIONAL FEES - MEDICAL D-14-103 $5,412.00 US REGIONAL OCCUPATIONAL HEALTH II PROFESSIONAL FEES - MEDICAL D-14-103 $31.50 PROFESSIONAL FEES - MEDICAL TOTAL $5,443.50 INSIGHT INVESTIGATIONS, INC. PROFESSIONAL SERVICES 25KTHRES $1,200.00 TEAMSCREEN SOLUTIONS LLC PROFESSIONAL SERVICES 25KTHRES $745.00 TRI-COUNTY TERMITE & PEST CONTROL PROFESSIONAL SERVICES 25KTHRES $120.00 TURNER SURETY & INSURANCE BROKERAGE PROFESSIONAL SERVICES D-16-109 $1,750.00 QUAL-LYNX CASUALTY CLAIM PROFESSIONAL SERVICES D-17-017 $2,214.13 PROFESSIONAL SERVICES TOTAL $6,029.13 CONFIDENTIAL LEGAL SETTLEMENT PUBLIC LIABILITY RESERVE 25KTHRES $10,000.00 PUBLIC LIABILITY RESERVE TOTAL $10,000.00 WSP USA RAMP AC AND BC JOINT REHABILITATION D-15-019 $5,979.88 ** RUMMEL KLEPPER & KAHL LLP RAMP AC AND BC JOINT REHABILITATION D-15-019 $2,818.26 ** RAMP AC AND BC JOINT REHABILITATION TOTAL $8,798.14 RAILROAD CONSTRUCTION CO. INC REHAB TRACK VIADUCTS D-15-049 $87,244.93 ** ARCHER & GREINER REHAB TRACK VIADUCTS D-17-086 $1,597.50 ** JACOBS ENGINEERING GROUP INC REHAB TRACK VIADUCTS D-17-087 $6,177.46 ** REHAB TRACK VIADUCTS TOTAL $95,019.89 TD HOLDINGS II INC REMARKETING FEES D-16-055 $16,853.62 REMARKETING FEES TOTAL $16,853.62 BRINKERHOFF ENVIRONMENTAL SERVICES REMEDIAL MANAGEMENT D-17-101 $31,008.09 ** REMEDIAL MANAGEMENT TOTAL $31,008.09 SYSTRA CONSULTING, INC. RENEWABLE ENERGY INTEGRATION D-17-093 $6,876.10 ** RENEWABLE ENERGY INTEGRATION TOTAL $6,876.10 INTERSTATE AERIALS LLC RENTAL EXPENSES D-18-034 $40,281.77 RENTAL EXPENSES TOTAL $40,281.77 BURNS ENGINEERING, INC. REOPENING FRANKLIN SQUARE D-17-069 $45,207.33 ** DUANE MORRIS LLP REOPENING FRANKLIN SQUARE D-17-086 $3,240.00 ** REOPENING FRANKLIN SQUARE TOTAL $48,447.33 B&B ROADWAY AND SECURITY SOLUTIONS REPAIR PARTS - BRIDGES 25KTHRES $12.26 REPAIR PARTS - BRIDGES TOTAL $12.26 CAMDEN GLASS INC REPAIR PARTS - BUILDINGS 25KTHRES $290.00 MBI GROUP, INC. REPAIR PARTS - BUILDINGS 25KTHRES $5,872.00 REPAIR PARTS - BUILDINGS TOTAL $6,162.00 TOZOUR ENERGY SYSTEMS, INC. REPAIR PARTS - HEATING / AC 25KTHRES $53.00 REPAIR PARTS - HEATING / AC TOTAL $53.00 GENERAL FIRE EQUIP CO INC. REPAIRS AND MAINTENANCE 25KTHRES $332.75 GLOBAL EQUIPMENT CO, INC REPAIRS AND MAINTENANCE 25KTHRES $301.40 SAP PUBLIC SERVICES INC REPAIRS AND MAINTENANCE D-18-024 $143,752.50 REPAIRS AND MAINTENANCE TOTAL $144,386.65 FRANKLIN - GRIFFITH, LLC REPLACE BRB & CBB FIBER 25KTHRES $7,676.75 ** WHARTON HARDWARE & SUPPLY REPLACE BRB & CBB FIBER 25KTHRES $8,375.99 ** CARR & DUFF REPLACE BRB & CBB FIBER D-17-099 $225,500.00 ** KS ENGINEERS, P.C. REPLACE BRB & CBB FIBER D-17-100 $30,672.82 ** REPLACE BRB & CBB FIBER TOTAL $272,225.56 AMERIHEALTH INSURANCE COMPANY RETIREE MEDICAL INSURANCE D-18-080 $211,185.05

** Capital Expenditure Page 6 of 9 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 12/01/18 THRU 12/31/18 MEETING DATE 1/16/2019

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

RETIREE MEDICAL INSURANCE TOTAL $211,185.05 HORIZON BLUE CROSS BLUE SHIELD RETIREE MEDICAL PRESCRIPTION D-17-076 $51,977.08 RETIREE MEDICAL PRESCRIPTION TOTAL $51,977.08 TD BANK, N.A. RETIREE NET PAYROLL NONE $10,799.20 RETIREE NET PAYROLL TOTAL $10,799.20 NATIONAL PAVING CO ROADWAY MATERIALS & SUPPLIES 25KTHRES $116.09 ROADWAY MATERIALS & SUPPLIES TOTAL $116.09 Y-PERS, INC. SALT-SODIUM CHLORIDE 25KTHRES $1,950.20 MORTON SALT INC. SALT-SODIUM CHLORIDE D-17-070 $41,414.55 SALT-SODIUM CHLORIDE TOTAL $43,364.75 ANDREOTTI'S CATERING, LLC SAP ENTERPRISE RESOURCE PLANNING SYSTEM 25KTHRES $225.00 ** CATHEDRAL SOUP KITCHEN INC SAP ENTERPRISE RESOURCE PLANNING SYSTEM 25KTHRES $454.90 ** SAP PUBLIC SERVICES INC SAP ENTERPRISE RESOURCE PLANNING SYSTEM D-16-085 $156,900.28 ** SAP PUBLIC SERVICES INC SAP ENTERPRISE RESOURCE PLANNING SYSTEM D-18-025 $327,277.10 ** SAP ENTERPRISE RESOURCE PLANNING SYSTEM TOTAL $484,857.28 OLIVER COMMUNICATIONS GROUP INC. SCADA FIELD EQUIPMENT UPGRADES P-18-012 $71,505.05 ** SCADA FIELD EQUIPMENT UPGRADES TOTAL $71,505.05 PA STATE EMPLOYEES RETIREMENT SYSTEM SERS NONE $582,242.82 SERS TOTAL $582,242.82 SOUTH STATE, INC. SOUTH WALKWAY BIKE/PEDESTRIAN RAMP D-17-055 $2,066,627.92 ** JOHNSON, MIRMIRAN & THOMPSON, INC. SOUTH WALKWAY BIKE/PEDESTRIAN RAMP D-17-056 $177,962.74 ** AMMANN & WHITNEY CONSULTING SOUTH WALKWAY BIKE/PEDESTRIAN RAMP D-18-059 $289,055.02 ** SOUTH WALKWAY BIKE/PEDESTRIAN RAMP TOTAL $2,533,645.68 HNTB CORPORATION STRUCTURAL REHABILITATION-PHASE II D-14-048 $1,899.47 ** MODJESKI AND MASTERS, INC. STRUCTURAL REHABILITATION-PHASE II D-16-001 $3,166.74 ** STRUCTURAL REHABILITATION-PHASE II TOTAL $5,066.21 BUCHART HORN, INC. SUBWAY STRUCTURE RENOVATION D-15-019 $3,640.43 ** SUBWAY STRUCTURE RENOVATION TOTAL $3,640.43 ONE CALL CONCEPTS, INC. SUPPLIES 25KTHRES $42.50 PENNSYLVANIA ONE CALL SYSTEM, INC. SUPPLIES 25KTHRES $126.44 UNITED SITE SERVICES NORTHEAST, INC SUPPLIES 25KTHRES $546.00 SUPPLIES TOTAL $714.94 AECOM TECHNICAL SERVICES, INC. SUSPENSION CABLE INSPECT/DESIGN D-17-067 $12,279.50 ** SUSPENSION CABLE INSPECT/DESIGN TOTAL $12,279.50 TD BANK, N.A. SWAP INTEREST PAYMENTS D- 14-116 $742,145.66 WELLS FARGO BANK, NA SWAP INTEREST PAYMENTS D- 14-116 $937,983.38 SWAP INTEREST PAYMENTS TOTAL $1,680,129.04 PINE RUN CONSTRUCTION TANKS 25KTHRES $7,680.00 TANKS TOTAL $7,680.00 SHI INTERNATIONAL CORP TECHNOLOGY EXPENSE 25KTHRES $2,435.06 THOMSON REUTERS- WEST TECHNOLOGY EXPENSE 25KTHRES $605.20 W.B. MASON CO. INC TECHNOLOGY EXPENSE 25KTHRES $988.60 EPLUS TECHNOLOGY, INC TECHNOLOGY EXPENSE D-18-111 $32,250.00 TECHNOLOGY EXPENSE TOTAL $36,278.86 NETWORKFLEET INC TELEPHONE & TELECOM EXPENSE UTILITY $4,945.95 SPRINT TELEPHONE & TELECOM EXPENSE UTILITY $1,493.82 THE CONFERENCE GROUP, LLC TELEPHONE & TELECOM EXPENSE UTILITY $335.17 VERIZON TELEPHONE & TELECOM EXPENSE UTILITY $24,560.70 VERIZON BUSINESS TELEPHONE & TELECOM EXPENSE UTILITY $3,513.83 VERIZON WIRELESS TELEPHONE & TELECOM EXPENSE UTILITY $21,838.76 TELEPHONE & TELECOM EXPENSE TOTAL $56,688.23 ACCOUNTANTS FOR YOU, INC TEMPORARY SERVICES D-17-062 $16,616.97 AJILON PROFESSIONAL STAFFING TEMPORARY SERVICES D-17-062 $2,916.11 PERRY RESOURCES TEMPORARY SERVICES D-17-062 $9,324.79 TEMPORARY SERVICES TOTAL $28,857.87 PA DEPT OF LABOR & INDUSTRY TESTING AND INSPECTION FEES 25KTHRES $336.00 TESTING AND INSPECTION FEES TOTAL $336.00 CUSTOM BANDAG INC. TIRES 25KTHRES $1,064.16 TIRES TOTAL $1,064.16 DUNBAR ARMORED INC TOLL DEPOSIT FEES D-14-093 $35,396.96 TOLL DEPOSIT FEES TOTAL $35,396.96 DAVIS/SPINOUSTTI TOLL REFUND 25KTHRES $15.00 TOLL REFUND TOTAL $15.00 HNTB CORPORATION TOWER LINK REHABILITATION D-15-019 $8,237.98 **

** Capital Expenditure Page 7 of 9 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 12/01/18 THRU 12/31/18 MEETING DATE 1/16/2019

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

TOWER LINK REHABILITATION TOTAL $8,237.98 ROAD SAFETY SYSTEMS LLC TRAFFIC CTRL DEVICES 25KTHRES $4,390.00 TRANSPO INDUSTRIES INC TRAFFIC CTRL DEVICES D-17-094 $4,569.60 TRAFFIC CTRL DEVICES TOTAL $8,959.60 MCCANN ASSOCIATES TRAINING COSTS 25KTHRES $1,813.00 TRAINING COSTS TOTAL $1,813.00 AMERICAN RED CROSS TRAINING REGISTRATION FEES 25KTHRES $114.00 SIMPLIFY COMPLIANCE LLC TRAINING REGISTRATION FEES 25KTHRES $4,183.00 THE LEMON GROUP, LLC TRAINING REGISTRATION FEES 25KTHRES $5,850.00 WELDING TRAINING & INSPECTION TRAINING REGISTRATION FEES 25KTHRES $3,000.00 TRAINING REGISTRATION FEES TOTAL $13,147.00 AMERICAN AIRLINES INC TRAINING TRAVEL COSTS 25KTHRES $732.40 ANDREOTTI'S CATERING, LLC TRAINING TRAVEL COSTS 25KTHRES $1,835.00 CATHEDRAL SOUP KITCHEN INC TRAINING TRAVEL COSTS 25KTHRES $562.40 CHARLES P. KAIN TRAINING TRAVEL COSTS 25KTHRES $25.00 DAVID J. AUBREY TRAINING TRAVEL COSTS 25KTHRES $39.07 GERALD FABER TRAINING TRAVEL COSTS 25KTHRES $76.90 JUDITH M LEWIS TRAINING TRAVEL COSTS 25KTHRES $92.65 NYDIA ROSARIO TRAINING TRAVEL COSTS 25KTHRES $14.06 SEAN P. LONGFELLOW TRAINING TRAVEL COSTS 25KTHRES $855.28 THE ARTCRAFT GROUP INC TRAINING TRAVEL COSTS 25KTHRES $1,951.77 TRAINING TRAVEL COSTS TOTAL $6,184.53 TD BANK, N.A. TRANSFER TO BOND TRUSTEE (2018 ABC REV, BONDS) D-16-098 $5,570,000.00 TRANSFER TO BOND TRUSTEE (2018 ABC REV, BONDS) TOTAL $5,570,000.00 POLLUTION CONTROL FINANCING TRASH REMOVAL 25KTHRES $5.04 WINZINGER, INC. TRASH REMOVAL 25KTHRES $152.00 REPUBLIC SERVICES TRASH REMOVAL D-16-081 $105.00 WASTE MANAGEMENT OF NEW JERSEY TRASH REMOVAL D-18-064 $1,876.58 TRASH REMOVAL TOTAL $2,138.62 ANTHONY R. MIXON TRAVEL EXPENSES 25KTHRES $9.81 ANTHONY S. FAVAZZA TRAVEL EXPENSES 25KTHRES $10.90 CHARLES F. MAZZONE TRAVEL EXPENSES 25KTHRES $6.00 CHARLES J. CUNNINGHAM TRAVEL EXPENSES 25KTHRES $15.00 CHARLES M. THORP TRAVEL EXPENSES 25KTHRES $15.26 CHRISTOPHER KENNEY TRAVEL EXPENSES 25KTHRES $10.90 COSTANTINO PARISI TRAVEL EXPENSES 25KTHRES $63.23 DAVID J. AUBREY TRAVEL EXPENSES 25KTHRES $47.42 DRPA PETTY CASH TRAVEL EXPENSES 25KTHRES $31.00 JACK J. PEFFER TRAVEL EXPENSES 25KTHRES $8.72 JAMES M. WHITE TRAVEL EXPENSES 25KTHRES $15.26 JAMES P. MURRAY TRAVEL EXPENSES 25KTHRES $6.00 JOHANNE S. CORKER TRAVEL EXPENSES 25KTHRES $49.20 JOHN F. LOTIERZO TRAVEL EXPENSES 25KTHRES $44.45 JOSEPH T. DESIMONE TRAVEL EXPENSES 25KTHRES $10.90 KAREN L. CYPHERS TRAVEL EXPENSES 25KTHRES $14.17 KAWANZA N. THURSTON TRAVEL EXPENSES 25KTHRES $11.00 KELLY L. FORBES TRAVEL EXPENSES 25KTHRES $10.66 KIMBERLY A. MARCHELLINO TRAVEL EXPENSES 25KTHRES $10.90 MARIANNE FORTINO TRAVEL EXPENSES 25KTHRES $4.91 MICHAEL D. MARCHAND TRAVEL EXPENSES 25KTHRES $16.90 MICHAEL P. VENUTO TRAVEL EXPENSES 25KTHRES $112.46 MICHAEL S. PELLEGRINO TRAVEL EXPENSES 25KTHRES $32.70 MS MICHELE S. KANAVEL TRAVEL EXPENSES 25KTHRES $15.26 NICOLE D. AULETTO TRAVEL EXPENSES 25KTHRES $3.27 PARIS C. COLEY TRAVEL EXPENSES 25KTHRES $15.26 RICHARD BETTS TRAVEL EXPENSES 25KTHRES $30.52 ROBERT P. HICKS JR TRAVEL EXPENSES 25KTHRES $125.63 ROBERT T. GORMAN TRAVEL EXPENSES 25KTHRES $93.06 ROBIN VALENTINE TRAVEL EXPENSES 25KTHRES $6.00 RONALD M. KELLY TRAVEL EXPENSES 25KTHRES $69.22 SABRINA M. SPEI TRAVEL EXPENSES 25KTHRES $3.27 SELINA C. THOMPKINS TRAVEL EXPENSES 25KTHRES $83.48 TONYELLE K. COOK-ARTIS TRAVEL EXPENSES 25KTHRES $100.40 YADIJAH D. WALTON TRAVEL EXPENSES 25KTHRES $3.27

** Capital Expenditure Page 8 of 9 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 12/01/18 THRU 12/31/18 MEETING DATE 1/16/2019

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

TRAVEL EXPENSES TOTAL $1,106.39 AECOM TECHNICAL SERVICES, INC. TRUCK PERMIT PROGRAM D-14-077 $171,921.81 ** TRUCK PERMIT PROGRAM TOTAL $171,921.81 ANNE M. KUBIAK TUITION REIMBURSEMENT EXPENSE 25KTHRES $1,712.00 BRETT R. WILLIAMS TUITION REIMBURSEMENT EXPENSE 25KTHRES $1,238.00 MICHAEL J. FIOCCA TUITION REIMBURSEMENT EXPENSE 25KTHRES $5,000.00 PATRICK W. DOLLY TUITION REIMBURSEMENT EXPENSE 25KTHRES $2,640.00 TUITION REIMBURSEMENT EXPENSE TOTAL $10,590.00 A-1 UNIFORM CITY INC. UNIFORM EXPENSE 25KTHRES $385.00 ACME UNIFORM FOR INDUSTRY UNIFORM EXPENSE 25KTHRES $152.00 ALKO DISTRIBUTORS UNIFORM EXPENSE 25KTHRES $601.98 MUNCIPAL EMERGENCY SERVICES UNIFORM EXPENSE 25KTHRES $138.47 PNC BANK P-CARD UNIFORM EXPENSE 25KTHRES $19,278.41 UNIFORM EXPENSE TOTAL $20,555.86 EMPLOYEE PASS THROUGH PAYMENTS UNION DUES, EMPLOYEE CONTRIBUTIONS, ETC. NONE $281,580.05 UNION DUES, EMPLOYEE CONTRIBUTIONS, ETC. TOTAL $281,580.05 STV INCORPORATED UPGRADE CENTER TWR SCADA SOFTWARE D-15-019 $160.46 ** UPGRADE CENTER TWR SCADA SOFTWARE TOTAL $160.46 BURNS ENGINEERING, INC. UPGRADE DC POWER LINDENWOLD SHOP D-15-019 $1,420.35 ** CHAMMINGS ELECTRIC, INC. UPGRADE DC POWER LINDENWOLD SHOP P-17-029 $217,095.48 ** UPGRADE DC POWER LINDENWOLD SHOP TOTAL $218,515.83 E. J. WARD, INC. VEETER ROOT WWB (T SLACK) 25KTHRES $6,050.00 ** VEETER ROOT WWB (T SLACK) TOTAL $6,050.00 NAPA AUTO PARTS VEHICLE PARTS FOR REPAIRS D-18-013 $9,255.67 WILLIAMS AUTO PARTS VEHICLE PARTS FOR REPAIRS D-18-013 $1,141.51 VEHICLE PARTS FOR REPAIRS TOTAL $10,397.18 BUCKS COUNTY INTERNATIONAL INC VEHICLE REPAIRS - EXTERNAL SERVICES 25KTHRES $272.85 PACIFICO FORD, INC. VEHICLE REPAIRS - EXTERNAL SERVICES 25KTHRES $62.36 VEHICLE REPAIRS - EXTERNAL SERVICES TOTAL $335.21 AUTO SUPERWASH INC VEHICLE SUPPLIES 25KTHRES $405.00 JAMES NEWELL VEHICLE SUPPLIES 25KTHRES $520.00 VEHICLE SUPPLIES TOTAL $925.00 PENNONI ASSOCIATES INC. VICTOR LOFTS D-13-082 $680.12 VICTOR LOFTS TOTAL $680.12 EPLUS TECHNOLOGY, INC VMWARE SOFTWARE 25KTHRES $14,278.13 ** VMWARE SOFTWARE TOTAL $14,278.13 W.B. MASON CO. INC WATER & SEWER EXPENSE D-17-037 $732.48 CITY OF CAMDEN WATER & SEWER EXPENSE UTILITY $4,827.65 CITY OF PHILA WATER & SEWER EXPENSE UTILITY $2,107.68 NEW JERSEY AMERICAN WATER WATER & SEWER EXPENSE UTILITY $1,329.68 WATER & SEWER EXPENSE TOTAL $8,997.49 KLEINFELDER INC. WOODCREST PARKING LOT D-15-019 $11,566.35 ** A.E. STONE INC WOODCREST PARKING LOT D-18-012 $1,010,676.52 ** REMINGTON & VERNICK ENGINEERS, INC. WOODCREST PARKING LOT D-18-027 $82,333.47 ** WOODCREST PARKING LOT TOTAL $1,104,576.34 AECOM TECHNICAL SERVICES, INC. WOODCREST STATION PLATFORM REHABILITATION D-18-029 $100,189.07 ** WOODCREST STATION PLATFORM REHABILITATION TOTAL $100,189.07 QUAL-LYNX WORKMEN'S COMPENSATION D-17-017 $138,294.97 WORKMEN'S COMPENSATION TOTAL $138,294.97 FERGUSON ENTERPRISES INC #1612 WWB P-1 SUBSTATION SUMP PUMP ALARM 25KTHRES $242.88 ** WWB P-1 SUBSTATION SUMP PUMP ALARM TOTAL $242.88

$49,754,758.19

** Capital Expenditure Page 9 of 9

DRPA MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDERS & CONTRACTS

DRPA Monthly List of Previously Approved Purchase Order Contracts- Dec. 2018

Purchasing Item Document Vendor/supplying plant MaterialGroupDesc. NetOrder Document Date Value 4500008807 7,680.00 4500008807 1 12/13/2018 102305 PINERUNCONSTRUCTION TANKS 6,680.00 4500008807 2 12/13/2018 102305 PINERUNCONSTRUCTION TANKS 1,000.00 4500009022 7,070.00 4500009022 1 12/4/2018 100968 LAWMENSUPPLYCOOFNEWJERSEYINC POLICEEQPANDSUPP 222.00 4500009022 2 12/4/2018 100968 LAWMENSUPPLYCOOFNEWJERSEYINC POLICEEQPANDSUPP 666.00 4500009022 3 12/4/2018 100968 LAWMENSUPPLYCOOFNEWJERSEYINC POLICEEQPANDSUPP 222.00 4500009022 4 12/4/2018 100968 LAWMENSUPPLYCOOFNEWJERSEYINC POLICEEQPANDSUPP 444.00 4500009022 5 12/4/2018 100968 LAWMENSUPPLYCOOFNEWJERSEYINC POLICEEQPANDSUPP 282.00 4500009022 6 12/4/2018 100968 LAWMENSUPPLYCOOFNEWJERSEYINC POLICEEQPANDSUPP 423.00 4500009022 7 12/4/2018 100968 LAWMENSUPPLYCOOFNEWJERSEYINC POLICEEQPANDSUPP 141.00 4500009022 8 12/4/2018 100968 LAWMENSUPPLYCOOFNEWJERSEYINC POLICEEQPANDSUPP 141.00 4500009022 9 12/4/2018 100968 LAWMENSUPPLYCOOFNEWJERSEYINC POLICEEQPANDSUPP 660.00 4500009022 10 12/4/2018 100968 LAWMENSUPPLYCOOFNEWJERSEYINC POLICEEQPANDSUPP 132.00 4500009022 11 12/4/2018 100968 LAWMENSUPPLYCOOFNEWJERSEYINC POLICEEQPANDSUPP 150.00 4500009022 12 12/4/2018 100968 LAWMENSUPPLYCOOFNEWJERSEYINC POLICEEQPANDSUPP 450.00 4500009022 13 12/4/2018 100968 LAWMENSUPPLYCOOFNEWJERSEYINC POLICEEQPANDSUPP 150.00 4500009022 14 12/4/2018 100968 LAWMENSUPPLYCOOFNEWJERSEYINC POLICEEQPANDSUPP 150.00 4500009022 15 12/4/2018 100968 LAWMENSUPPLYCOOFNEWJERSEYINC POLICEEQPANDSUPP 150.00 4500009022 16 12/4/2018 100968 LAWMENSUPPLYCOOFNEWJERSEYINC POLICEEQPANDSUPP 285.00 4500009022 17 12/4/2018 100968 LAWMENSUPPLYCOOFNEWJERSEYINC POLICEEQPANDSUPP 810.00 4500009022 18 12/4/2018 100968 LAWMENSUPPLYCOOFNEWJERSEYINC POLICEEQPANDSUPP 190.00 4500009022 19 12/4/2018 100968 LAWMENSUPPLYCOOFNEWJERSEYINC POLICEEQPANDSUPP 540.00 4500009022 20 12/4/2018 100968 LAWMENSUPPLYCOOFNEWJERSEYINC POLICEEQPANDSUPP 95.00 4500009022 21 12/4/2018 100968 LAWMENSUPPLYCOOFNEWJERSEYINC POLICEEQPANDSUPP 270.00 4500009022 22 12/4/2018 100968 LAWMENSUPPLYCOOFNEWJERSEYINC POLICEEQPANDSUPP 95.00 4500009022 23 12/4/2018 100968 LAWMENSUPPLYCOOFNEWJERSEYINC POLICEEQPANDSUPP 270.00 4500009022 24 12/4/2018 100968 LAWMENSUPPLYCOOFNEWJERSEYINC POLICEEQPANDSUPP 132.00 4500009281 766.00 4500009281 1 12/20/2018 101518 A-1UNIFORMCITYINC. CLOTHING UNIFORM 35.00 4500009281 2 12/20/2018 101518 A-1UNIFORMCITYINC. CLOTHING UNIFORM 18.00 4500009281 3 12/20/2018 101518 A-1UNIFORMCITYINC. SHOES AND BOOTS 52.00 4500009281 4 12/20/2018 101518 A-1UNIFORMCITYINC. CLOTHING UNIFORM 100.00 4500009281 5 12/20/2018 101518 A-1UNIFORMCITYINC. CLOTHING UNIFORM 100.00 4500009281 6 12/20/2018 101518 A-1UNIFORMCITYINC. CLOTHING UNIFORM 80.00 4500009281 7 12/20/2018 101518 A-1UNIFORMCITYINC. CLOTHING UNIFORM 35.00 4500009281 8 12/20/2018 101518 A-1UNIFORMCITYINC. CLOTHING UNIFORM 100.00 4500009281 9 12/20/2018 101518 A-1UNIFORMCITYINC. CLOTHING UNIFORM 80.00 4500009281 10 12/20/2018 101518 A-1UNIFORMCITYINC. CLOTHING UNIFORM 18.00 4500009281 11 12/20/2018 101518 A-1UNIFORMCITYINC. CLOTHING UNIFORM 18.00 4500009281 12 12/20/2018 101518 A-1UNIFORMCITYINC. CLOTHING UNIFORM 130.00 4500009284 3,038.70 4500009284 1 12/21/2018 101236 WASTEMANAGEMENTOFNEWJERSEY,INC DISPOSALSERVICES 3,038.70 4500009475 2,200.00 4500009475 1 11/27/2018 100662 PLYMOUTHENVIRONMENTALCOMPANY,INC HVAC 2,200.00 4500009476 740.00 4500009476 1 11/27/2018 102269 HILLMANNCONSULTINGLLC HVAC 740.00 4500009588 3,641.00 4500009588 1 11/26/2018 102345 ASCOPOWERTECHNOLOGIESLP MAINT/REPAIR-ELECT. 3,641.00 4500009589 79.80 4500009589 1 11/26/2018 100262 KEYPORTARMYNAVY CLOTHING UNIFORM 79.80 4500009592 4,880.61 4500009592 1 11/26/2018 101924 WRIGHTLINEHOLDINGINC POLICE EQP AND SUPP 213.82 4500009592 2 11/26/2018 101924 WRIGHTLINEHOLDINGINC POLICE EQP AND SUPP 1,069.20 4500009592 3 11/26/2018 101924 WRIGHTLINEHOLDINGINC POLICE EQP AND SUPP 287.08 4500009592 4 11/26/2018 101924 WRIGHTLINEHOLDINGINC POLICE EQP AND SUPP 1,088.52 4500009592 5 11/26/2018 101924 WRIGHTLINEHOLDINGINC POLICE EQP AND SUPP 930.99 4500009592 6 11/26/2018 101924 WRIGHTLINEHOLDINGINC POLICE EQP AND SUPP 491.00 4500009592 7 11/26/2018 101924 WRIGHTLINEHOLDINGINC POLICE EQP AND SUPP 800.00 4500009600 782.00 4500009600 1 11/27/2018 100972 LINDSAYTRANSPORTATIONSOLUTIONS AUTOACCESSORIES 127.00 4500009600 2 11/27/2018 100972 LINDSAYTRANSPORTATIONSOLUTIONS AUTOACCESSORIES 122.00 4500009600 3 11/27/2018 100972 LINDSAYTRANSPORTATIONSOLUTIONS AUTOACCESSORIES 533.00 4500009602 2,175.00 4500009602 1 12/6/2018 100420 SHADEENVIRONMENTAL,LLC HVAC 2,175.00 4500009603 740.00 4500009603 1 12/11/2018 102269 HILLMANNCONSULTINGLLC HVAC 740.00 4500009604 835.20 DRPA Monthly List of Previously Approved Purchase Order Contracts- Dec. 2018

4500009604 1 11/28/2018 100501 W.B.MASONCO.INC FARE COLLECTION EQP 835.20 4500009605 345.00 4500009605 1 11/28/2018 100342 PENDERGASTSAFETYEQUIPMENTCO 1ST AID & SAFETY EQP 150.00 4500009605 2 11/28/2018 100342 PENDERGASTSAFETYEQUIPMENTCO 1ST AID & SAFETY EQP 195.00 4500009606 124.00 4500009606 1 11/28/2018 101973 SUPREMESAFETY,INC 1ST AID & SAFETY EQP 124.00 4500009607 3,339.40 4500009607 1 11/28/2018 100872 EXEMPLISLLC FURNITURE 1,824.28 4500009607 2 11/28/2018 100872 EXEMPLISLLC FURNITURE 1,515.12 4500009608 1,778.60 4500009608 1 11/28/2018 100011 A&AGLOVE&SAFETYCO. 1ST AID & SAFETY EQP 525.30 4500009608 2 11/28/2018 100011 A&AGLOVE&SAFETYCO. 1ST AID & SAFETY EQP 728.00 4500009608 3 11/28/2018 100011 A&AGLOVE&SAFETYCO. 1ST AID & SAFETY EQP 525.30 4500009611 6,000.00 4500009611 1 11/28/2018 100972 LINDSAYTRANSPORTATIONSOLUTIONS AUTOACCESSORIES 6,000.00 4500009613 1,600.00 4500009613 1 11/28/2018 102288 PERONI'SINCORPORATED OFFICE EQUIPMENT 780.00 4500009613 2 11/28/2018 102288 PERONI'SINCORPORATED OFFICE EQUIPMENT 520.00 4500009613 3 11/28/2018 102288 PERONI'SINCORPORATED OFFICE EQUIPMENT 300.00 4500009625 1,546.00 4500009625 1 11/29/2018 102243 JOHNSONCONTROLSFIREPROECTION FIREPROTECTIONEQP 1,546.00 4500009626 336.30 4500009626 1 11/29/2018 101973 SUPREMESAFETY,INC ELEC EQP/SUPP-NO CBL 336.30 4500009630 1,760.00 4500009630 1 11/29/2018 100644 FRANKLIN-GRIFFITH,LLC ELEC EQP/SUPP-NO CBL 1,760.00 4500009632 1,140.44 4500009632 1 11/29/2018 101744 GLOBALEQUIPMENTCO,INC FURNITURE 902.46 4500009632 2 11/29/2018 101744 GLOBALEQUIPMENTCO,INC FURNITURE 237.98 4500009639 240.00 4500009639 1 11/30/2018 100659 ALAMOGROUP(VA) AUTO ACCESSORIES 240.00 4500009643 1,032.12 4500009643 1 11/30/2018 101803 TRI-STATEDISTRIBUTORSOFNJ,INC JANITORIAL SUPPLIES 159.92 4500009643 2 11/30/2018 101803 TRI-STATEDISTRIBUTORSOFNJ,INC AUTO ACCESSORIES 259.00 4500009643 3 11/30/2018 101803 TRI-STATEDISTRIBUTORSOFNJ,INC PAINTING EQP/ACCESS 223.20 4500009643 4 11/30/2018 101803 TRI-STATEDISTRIBUTORSOFNJ,INC PAINTING EQP/ACCESS 390.00 4500009644 2,175.00 4500009644 1 11/30/2018 100660 PABCOINDUSTRIESLLC FARE COLLECTION EQP 2,175.00 4500009645 333.00 4500009645 1 11/30/2018 101067 PEMBERTONELECTRICALSUPPLYCOMPANY ELECEQP/SUPP-NOCBL 333.00 4500009646 23,750.00 4500009646 1 11/30/2018 101762 TRAFFICSAFETYWAREHOUSE TRAFFIC CTRL DEVICES 15,250.00 4500009646 2 11/30/2018 101762 TRAFFICSAFETYWAREHOUSE TRAFFIC CTRL DEVICES 7,250.00 4500009646 3 11/30/2018 101762 TRAFFICSAFETYWAREHOUSE TRAFFIC CTRL DEVICES 1,250.00 4500009649 745.80 4500009649 1 12/3/2018 100011 A&AGLOVE&SAFETYCO. HARDWARE & RELATED 567.00 4500009649 2 12/3/2018 100011 A&AGLOVE&SAFETYCO. 1ST AID & SAFETY EQP 178.80 4500009662 4,054.73 4500009662 1 12/3/2018 100530 SHIINTERNATIONALCORP DATA PROC SRVS & SW 2,752.65 4500009662 2 12/3/2018 100530 SHIINTERNATIONALCORP DATA PROC SRVS & SW 1,302.08 4500009663 3,387.00 4500009663 1 12/3/2018 100200 H.A.DEHART&SON,INC. AUTO/RELATED TRANSPO 3,387.00 4500009665 3,533.00 4500009665 1 12/4/2018 100646 W.W.GRAINGERINC. HAND TOOLS 3,533.00 4500009666 419.94 4500009666 1 12/4/2018 100646 W.W.GRAINGERINC. HARDWARE & RELATED 419.94 4500009668 4,382.96 4500009668 1 12/4/2018 100307 NATIONALBUSINESSFURNITURELLC OFFICE EQUIPMENT 1,045.66 4500009668 2 12/4/2018 100307 NATIONALBUSINESSFURNITURELLC OFFICE EQUIPMENT 1,589.83 4500009668 3 12/4/2018 100307 NATIONALBUSINESSFURNITURELLC OFFICE EQUIPMENT 755.63 4500009668 4 12/4/2018 100307 NATIONALBUSINESSFURNITURELLC OFFICE EQUIPMENT 991.84 4500009669 16,582.25 4500009669 1 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 26.10 4500009669 2 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 43.05 4500009669 3 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 38.44 4500009669 4 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 54.60 4500009669 5 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 31.00 4500009669 6 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 54.00 4500009669 7 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 40.20 4500009669 8 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 69.70 4500009669 9 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 9.60 4500009669 10 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 29.46 DRPA Monthly List of Previously Approved Purchase Order Contracts- Dec. 2018

4500009669 11 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 70.96 4500009669 12 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 33.28 4500009669 13 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 28.32 4500009669 14 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 102.24 4500009669 15 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 214.16 4500009669 16 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 233.16 4500009669 17 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 289.16 4500009669 18 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 42.26 4500009669 19 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 79.41 4500009669 20 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 123.78 4500009669 21 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 214.74 4500009669 22 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 251.58 4500009669 23 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 341.25 4500009669 24 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 206.80 4500009669 25 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 112.38 4500009669 26 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 200.20 4500009669 27 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 379.08 4500009669 28 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 61.48 4500009669 29 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 62.37 4500009669 30 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 92.19 4500009669 31 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 122.91 4500009669 32 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 178.83 4500009669 33 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 61.46 4500009669 34 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 122.90 4500009669 35 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 160.00 4500009669 36 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 33.30 4500009669 37 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 57.45 4500009669 38 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 59.82 4500009669 39 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 84.86 4500009669 40 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 144.66 4500009669 41 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 196.80 4500009669 42 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 722.01 4500009669 43 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 1,004.70 4500009669 44 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 357.00 4500009669 45 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 318.24 4500009669 46 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 414.08 4500009669 47 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 184.60 4500009669 48 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 653.45 4500009669 49 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 459.54 4500009669 50 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 66.72 4500009669 51 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 318.40 4500009669 52 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 200.30 4500009669 53 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 100.15 4500009669 54 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 682.80 4500009669 55 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 303.04 4500009669 56 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 345.16 4500009669 57 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 271.20 4500009669 58 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 110.00 4500009669 59 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 234.00 4500009669 60 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 297.30 4500009669 61 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 15.52 4500009669 62 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 103.80 4500009669 63 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 184.40 4500009669 64 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 288.80 4500009669 65 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 288.80 4500009669 66 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 577.60 4500009669 67 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 328.08 4500009669 68 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 459.54 4500009669 69 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 401.88 4500009669 70 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 120.18 4500009669 71 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 63.27 4500009669 72 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 160.62 4500009669 73 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 361.71 4500009669 74 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 110.64 4500009669 75 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 246.90 4500009669 76 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 421.64 4500009669 77 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 457.92 4500009669 78 12/4/2018 100950 JOSEPHFAZZIOINC. METALS 190.32 4500009670 8,513.58 DRPA Monthly List of Previously Approved Purchase Order Contracts- Dec. 2018

4500009670 1 12/4/2018100568 METALSTOCK METALS 17.40 4500009670 2 12/4/2018100568 METALSTOCK METALS 29.70 4500009670 3 12/4/2018100568 METALSTOCK METALS 28.60 4500009670 4 12/4/2018100568 METALSTOCK METALS 7.50 4500009670 5 12/4/2018100568 METALSTOCK METALS 17.10 4500009670 6 12/4/2018100568 METALSTOCK METALS 22.50 4500009670 7 12/4/2018100568 METALSTOCK METALS 35.40 4500009670 8 12/4/2018100568 METALSTOCK METALS 18.40 4500009670 9 12/4/2018100568 METALSTOCK METALS 42.20 4500009670 10 12/4/2018 100568 METALSTOCK METALS 27.00 4500009670 11 12/4/2018 100568 METALSTOCK METALS 23.40 4500009670 12 12/4/2018 100568 METALSTOCK METALS 82.60 4500009670 13 12/4/2018 100568 METALSTOCK METALS 41.60 4500009670 14 12/4/2018 100568 METALSTOCK METALS 37.90 4500009670 15 12/4/2018 100568 METALSTOCK METALS 54.60 4500009670 16 12/4/2018 100568 METALSTOCK METALS 652.20 4500009670 17 12/4/2018 100568 METALSTOCK METALS 25.80 4500009670 18 12/4/2018 100568 METALSTOCK METALS 18.60 4500009670 19 12/4/2018 100568 METALSTOCK METALS 56.40 4500009670 20 12/4/2018 100568 METALSTOCK METALS 25.80 4500009670 21 12/4/2018 100568 METALSTOCK METALS 37.80 4500009670 22 12/4/2018 100568 METALSTOCK METALS 51.90 4500009670 23 12/4/2018 100568 METALSTOCK METALS 63.30 4500009670 24 12/4/2018 100568 METALSTOCK METALS 37.80 4500009670 25 12/4/2018 100568 METALSTOCK METALS 75.60 4500009670 26 12/4/2018 100568 METALSTOCK METALS 51.90 4500009670 27 12/4/2018 100568 METALSTOCK METALS 101.10 4500009670 28 12/4/2018 100568 METALSTOCK METALS 7.20 4500009670 29 12/4/2018 100568 METALSTOCK METALS 14.10 4500009670 30 12/4/2018 100568 METALSTOCK METALS 21.20 4500009670 31 12/4/2018 100568 METALSTOCK METALS 30.50 4500009670 32 12/4/2018 100568 METALSTOCK METALS 54.00 4500009670 33 12/4/2018 100568 METALSTOCK METALS 16.40 4500009670 34 12/4/2018 100568 METALSTOCK METALS 25.80 4500009670 35 12/4/2018 100568 METALSTOCK METALS 37.60 4500009670 36 12/4/2018 100568 METALSTOCK METALS 68.20 4500009670 37 12/4/2018 100568 METALSTOCK METALS 150.40 4500009670 38 12/4/2018 100568 METALSTOCK METALS 25.40 4500009670 39 12/4/2018 100568 METALSTOCK METALS 32.50 4500009670 40 12/4/2018 100568 METALSTOCK METALS 46.40 4500009670 41 12/4/2018 100568 METALSTOCK METALS 162.00 4500009670 42 12/4/2018 100568 METALSTOCK METALS 44.50 4500009670 43 12/4/2018 100568 METALSTOCK METALS 249.00 4500009670 44 12/4/2018 100568 METALSTOCK METALS 313.80 4500009670 45 12/4/2018 100568 METALSTOCK METALS 582.60 4500009670 46 12/4/2018 100568 METALSTOCK METALS 41.80 4500009670 47 12/4/2018 100568 METALSTOCK METALS 22.60 4500009670 48 12/4/2018 100568 METALSTOCK METALS 31.80 4500009670 49 12/4/2018 100568 METALSTOCK METALS 69.90 4500009670 50 12/4/2018 100568 METALSTOCK METALS 14.70 4500009670 51 12/4/2018 100568 METALSTOCK METALS 61.20 4500009670 52 12/4/2018 100568 METALSTOCK METALS 122.40 4500009670 53 12/4/2018 100568 METALSTOCK METALS 144.60 4500009670 54 12/4/2018 100568 METALSTOCK METALS 237.45 4500009670 55 12/4/2018 100568 METALSTOCK METALS 107.20 4500009670 56 12/4/2018 100568 METALSTOCK METALS 131.80 4500009670 57 12/4/2018 100568 METALSTOCK METALS 289.20 4500009670 58 12/4/2018 100568 METALSTOCK METALS 168.10 4500009670 59 12/4/2018 100568 METALSTOCK METALS 371.70 4500009670 60 12/4/2018 100568 METALSTOCK METALS 456.30 4500009670 61 12/4/2018 100568 METALSTOCK METALS 643.20 4500009670 62 12/4/2018 100568 METALSTOCK METALS 80.40 4500009670 63 12/4/2018 100568 METALSTOCK METALS 83.20 4500009670 64 12/4/2018 100568 METALSTOCK METALS 46.25 4500009670 65 12/4/2018 100568 METALSTOCK METALS 84.00 4500009670 66 12/4/2018 100568 METALSTOCK METALS 106.20 4500009670 67 12/4/2018 100568 METALSTOCK METALS 250.50 4500009670 68 12/4/2018 100568 METALSTOCK METALS 251.00 4500009670 69 12/4/2018 100568 METALSTOCK METALS 168.00 DRPA Monthly List of Previously Approved Purchase Order Contracts- Dec. 2018

4500009670 70 12/4/2018 100568 METALSTOCK METALS 188.00 4500009670 71 12/4/2018 100568 METALSTOCK METALS 135.20 4500009670 72 12/4/2018 100568 METALSTOCK METALS 208.80 4500009670 73 12/4/2018 100568 METALSTOCK METALS 48.50 4500009670 74 12/4/2018 100568 METALSTOCK METALS 226.80 4500009670 75 12/4/2018 100568 METALSTOCK METALS 29.40 4500009670 76 12/4/2018 100568 METALSTOCK METALS 39.48 4500009670 77 12/4/2018 100568 METALSTOCK METALS 88.20 4500009684 867.84 4500009684 1 12/5/2018 101067 PEMBERTONELECTRICALSUPPLYCOMPANY ELECEQP/SUPP-NOCBL 268.80 4500009684 2 12/5/2018 101067 PEMBERTONELECTRICALSUPPLYCOMPANY ELECEQP/SUPP-NOCBL 599.04 4500009689 1,007.00 4500009689 1 12/5/2018 100484 U.S.MUNICIPALSUPPLY,INC. AUTO ACCESSORIES 1,007.00 4500009703 2,810.16 4500009703 1 12/6/2018 102353 MCCARTHYTIRECOOFPHILAINC TIRES AND TUBES 2,708.16 4500009703 2 12/6/2018 102353 MCCARTHYTIRECOOFPHILAINC TIRES AND TUBES 64.00 4500009703 3 12/6/2018 102353 MCCARTHYTIRECOOFPHILAINC TIRES AND TUBES 38.00 4500009713 14,278.13 4500009713 1 12/7/2018 100169 EPLUSTECHNOLOGY,INC. DATA PROC SRVS & SW 5,970.00 4500009713 2 12/7/2018 100169 EPLUSTECHNOLOGY,INC. DATA PROC SRVS & SW 2,479.68 4500009713 3 12/7/2018 100169 EPLUSTECHNOLOGY,INC. DATA PROC SRVS & SW 4,631.25 4500009713 4 12/7/2018 100169 EPLUSTECHNOLOGY,INC. DATA PROC SRVS & SW 1,197.20 4500009714 3,360.82 4500009714 1 12/7/2018 100471 TRAFFIXDEVICES,INC. AUTO MAINT/RPR PRTS 3,360.82 4500009715 887.00 4500009715 1 12/7/2018 100755 BDFCHEMICALCOINC FASTENERS 90.00 4500009715 2 12/7/2018 100755 BDFCHEMICALCOINC FASTENERS 77.00 4500009715 3 12/7/2018 100755 BDFCHEMICALCOINC FASTENERS 110.00 4500009715 4 12/7/2018 100755 BDFCHEMICALCOINC FASTENERS 340.00 4500009715 5 12/7/2018 100755 BDFCHEMICALCOINC FASTENERS 270.00 4500009716 465.60 4500009716 1 12/7/2018 100646 W.W.GRAINGERINC. PLUMBING EQP & SUPP 465.60 4500009719 900.00 4500009719 1 12/7/2018 100659 ALAMOGROUP(VA) AUTO ACCESSORIES 900.00 4500009729 4,200.00 4500009729 1 12/10/2018 100425 GRACELANDCOLLEGECENTERFOR MISC PROF SRVS 4,200.00 4500009735 385.00 4500009735 1 12/10/2018 100530 SHIINTERNATIONALCORP OFFICE EQUIPMENT 257.00 4500009735 2 12/10/2018 100530 SHIINTERNATIONALCORP OFFICE EQUIPMENT 128.00 4500009752 1,602.28 4500009752 1 12/10/2018 101067 PEMBERTONELECTRICALSUPPLYCOMPANY ELECEQP/SUPP-NOCBL 288.00 4500009752 2 12/10/2018 101067 PEMBERTONELECTRICALSUPPLYCOMPANY NONELECTRON-CBL/WRE 1,314.28 4500009754 10,000.00 4500009754 1 12/10/2018 101519 LINKEDIN MISC PROF SRVS 10,000.00 4500009774 757.10 4500009774 1 12/11/2018 100011 A&AGLOVE&SAFETYCO. 1ST AID & SAFETY EQP 128.00 4500009774 2 12/11/2018 100011 A&AGLOVE&SAFETYCO. 1ST AID & SAFETY EQP 467.10 4500009774 3 12/11/2018 100011 A&AGLOVE&SAFETYCO. 1ST AID & SAFETY EQP 162.00 4500009785 9,529.98 4500009785 1 12/11/2018 100902 GRAYBARELECTRICCO.INC. ELEC EQP/SUPP-NO CBL 1,753.86 4500009785 2 12/11/2018 100902 GRAYBARELECTRICCO.INC. ELEC EQP/SUPP-NO CBL 3,847.50 4500009785 3 12/11/2018 100902 GRAYBARELECTRICCO.INC. ELEC EQP/SUPP-NO CBL 318.00 4500009785 4 12/11/2018 100902 GRAYBARELECTRICCO.INC. ELEC EQP/SUPP-NO CBL 676.95 4500009785 5 12/11/2018 100902 GRAYBARELECTRICCO.INC. ELEC EQP/SUPP-NO CBL 1,285.50 4500009785 6 12/11/2018 100902 GRAYBARELECTRICCO.INC. ELEC EQP/SUPP-NO CBL 28.32 4500009785 7 12/11/2018 100902 GRAYBARELECTRICCO.INC. ELEC EQP/SUPP-NO CBL 58.66 4500009785 8 12/11/2018 100902 GRAYBARELECTRICCO.INC. ELEC EQP/SUPP-NO CBL 57.86 4500009785 9 12/11/2018 100902 GRAYBARELECTRICCO.INC. ELEC EQP/SUPP-NO CBL 217.74 4500009785 10 12/11/2018 100902 GRAYBARELECTRICCO.INC. ELEC EQP/SUPP-NO CBL 297.33 4500009785 11 12/11/2018 100902 GRAYBARELECTRICCO.INC. ELEC EQP/SUPP-NO CBL 151.68 4500009785 12 12/11/2018 100902 GRAYBARELECTRICCO.INC. ELEC EQP/SUPP-NO CBL 145.95 4500009785 13 12/11/2018 100902 GRAYBARELECTRICCO.INC. ELEC EQP/SUPP-NO CBL 393.30 4500009785 14 12/11/2018 100902 GRAYBARELECTRICCO.INC. ELEC EQP/SUPP-NO CBL 297.33 4500009806 46.20 4500009806 1 12/12/2018 100972 LINDSAYTRANSPORTATIONSOLUTIONS HARDWARE&RELATED 46.20 4500009807 1,166.40 4500009807 1 12/12/2018 100436 STAUFFERGLOVE&SAFETY 1ST AID & SAFETY EQP 881.40 4500009807 2 12/12/2018 100436 STAUFFERGLOVE&SAFETY 1ST AID & SAFETY EQP 285.00 4500009808 323.40 4500009808 1 12/12/2018 101803 TRI-STATEDISTRIBUTORSOFNJ,INC PAINTING EQP/ACCESS 264.00 4500009808 2 12/12/2018 101803 TRI-STATEDISTRIBUTORSOFNJ,INC HARDWARE & RELATED 59.40 DRPA Monthly List of Previously Approved Purchase Order Contracts- Dec. 2018

4500009813 717.60 4500009813 1 12/13/2018 100780 CAMDENBAGANDPAPER JANITORIAL SUPPLIES 717.60 4500009815 1,862.28 4500009815 1 12/13/2018 102030 CUSTOMBANDAGINC. TIRES AND TUBES 1,862.28 4500009825 2,933.09 4500009825 1 12/13/2018 102116 ENTITSOFTWARELLC(HPSOFTWARE,LC) DATAPROCSRVS&SW 504.75 4500009825 2 12/13/2018 102116 ENTITSOFTWARELLC(HPSOFTWARE,LC) DATAPROCSRVS&SW 2,428.34 4500009829 385.00 4500009829 1 12/17/2018 100530 SHIINTERNATIONALCORP OFFICE EQUIPMENT 257.00 4500009829 2 12/17/2018 100530 SHIINTERNATIONALCORP OFFICE EQUIPMENT 128.00 4500009830 1,436.40 4500009830 1 12/17/2018 100054 ARNOLD'SSAFE&LOCKCO.,INC. LOCKS/LOCKSMITH SRVS 1,436.40 4500009831 410.72 4500009831 1 12/17/2018 100262 KEYPORTARMYNAVY CLOTHING UNIFORM 120.80 4500009831 2 12/17/2018 100262 KEYPORTARMYNAVY CLOTHING UNIFORM 289.92 4500009832 304.50 4500009832 1 12/17/2018 100660 PABCOINDUSTRIESLLC FARE COLLECTION EQP 304.50 4500009836 1,478.40 4500009836 1 12/18/2018 101067 PEMBERTONELECTRICALSUPPLYCOMPANY ELECEQP/SUPP-NOCBL 1,478.40 4500009837 2,750.00 4500009837 1 12/18/2018 101472 CENTRALPOLYCORP. JANITORIAL SUPPLIES 2,750.00 4500009842 702.40 4500009842 1 12/18/2018 100644 FRANKLIN-GRIFFITH,LLC ELEC EQP/SUPP-NO CBL 702.40 4500009843 331.20 4500009843 1 12/18/2018 100501 W.B.MASONCO.INC HARDWARE & RELATED 331.20 4500009844 99.84 4500009844 1 12/18/2018 100011 A&AGLOVE&SAFETYCO. 1ST AID & SAFETY EQP 99.84 4500009845 397.40 4500009845 1 12/18/2018 100972 LINDSAYTRANSPORTATIONSOLUTIONS AUTOACCESSORIES 397.40 4500009849 765.05 4500009849 1 12/19/2018 100646 W.W.GRAINGERINC. HARDWARE & RELATED 765.05 4500009852 46.20 4500009852 1 12/19/2018 100153 EDWARDS&WEST,INC HARDWARE & RELATED 46.20 4500009876 5,000.00 4500009876 1 12/20/2018 100426 SLATEBELTSAFETY 1ST AID & SAFETY EQP 5,000.00

OPERATIONS & MAINTENANCE COMMITTEE

DELAWARE RIVER PORT AUTHORITY Operations & Maintenance Committee Meeting

One Port Center 2 Riverside Drive Camden, New Jersey Tuesday, January 8, 2019

Commissioners: Ryan Boyer, Chairman of DRPA and PATCO Boards (arrived 9:19 a.m.) Albert Frattali, Chairman of the Operations & Maintenance Committee Angelina Perryman (via telephone) Joseph Martz Richard Sweeney Charles Fentress Daniel Christy E. Frank DiAntonio Bruce Garganio

DRPA/PATCO Staff: John T. Hanson, Chief Executive Officer Maria Wing, Deputy Chief Executive Officer Raymond J. Santarelli, General Counsel and Corporate Secretary Stephen Holden, Deputy General Counsel Narisa Sasitorn, Deputy General Counsel Gerald Faber, Assistant General Counsel Kathleen Vandy, Assistant General Counsel William Shanahan, Director, Government Relations Barbara Holcomb, Manager, Capital Grants Tonyelle Cook-Artis, Manager, Government Relations Robert Hicks, Chief Operating Officer Michael Venuto, Chief Engineer David Aubrey, Inspector General Richard Mosback, Director of Procurement DRPA/PATCO Amy Ash, Manager, Contract Administration Christina Maroney, Director, Strategic Initiatives John Rink, General Manager, PATCO Rohan Hepkins, Assistant General Manager, PATCO Dave Fullerton, Director, Safety Services, PATCO Steve Reiners, Director, Fleet Management Larry Walton, Bridge Director, Walt Whitman and Commodore Barry Bridges Mike Williams, Manager, Corporate Communications Darlene Callands, Manager, Community Relations Sheila Milner, Administrative Coordinator, OGC Elizabeth Saylor, Administrative Coordinator, OGC

Page 1 of 4 Others Present:

Craig Ambrose, Associate Counsel, New Jersey Governor’s Authorities Unit (via telephone) Nedia Ralston, Office of the PA Governor (via telephone) Alan Becker, Citizens’ Advisory Committee member

CALL TO ORDER Committee Chairman Frattali called the meeting of the Operations & Maintenance Committee of the Delaware River Port Authority to order at 9:05 a.m. and asked the Corporate Secretary to call the roll.

ROLL CALL

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

OPEN SESSION

A. Summary Statements and Resolutions for Consideration

1) DRPA/PennDOT Grant Reimbursement

Chief Engineer Venuto and Director Government Relations Shanahan presented a Summary Statement and Resolution that the Board authorize a reimbursement payment to the Commonwealth of Pennsylvania, Department of Transportation (PennDOT) in the amount of $654,504.93 for the BFB Westside Roadway Improvement Project. He stated that the payment was necessary because the reimbursement agreements between DRPA and PennDOT for the project has expired, the Federal Highway Administration did not approve a time extension and the agreement was cancelled by PennDOT. Once payback of the federal funds has been received, DRPA can request new funds for the continuation of the project. Commissioner Sweeney moved to forward the matter to the Board for consideration and Commissioner Christy seconded the motion. There were no questions or comments. All remaining Commissioners in attendance voted to approve the motion.

2) Contract No. CB-36-2018, Commodore Barry Bridge Chester Substation Replacement

Chief Engineer Venuto presented a Summary Statement and Resolution that the Board authorize staff to negotiate a construction contract with Philips Brothers Electrical Contractors, Inc. in the amount of $1,599,000.00 to perform the Commodore Barry Bridge Chester Substation Replacement Project. Commissioner Fentress moved to forward the matter to the Board for consideration and Commissioner DiAntonio seconded the motion. There were no questions or comments. All Commissioners in attendance voted to approve the motion.

3) Design Services for DRPA Maintenance Facilities Space Planning Services

Chief Engineer Venuto presented a Summary Statement and Resolution that the Board authorize staff to negotiate an agreement with WSP in the amount of $769,199.00 to provide planning and design services for the DRPA Maintenance Facilities Space Planning Services Project. He stated that that planning and design services include a comprehensive review of existing facilities and recommendations for improvement of current building layout and functions. Commissioner Page 2 of 4 DiAntonio moved to forward the matter to the Board for consideration and Commissioner Garganio seconded the motion. All Commissioners in attendance voted to approve the motion.

4) Alstom Transportation Incorporated – Repair of Damaged PATCO Car Sole Source

Chief Engineer Venuto presented a Summary Statement and Resolution that the Board authorize staff to negotiate a sole source procurement contract for repairs to PATCO Transit Car Number 1023 in the amount of $742,000.00. The purpose of the project is to perform structural and electrical component repairs to the train car, which was damaged on January 29, 2018 when it struck debris caused by a Conrail train. Commissioner Fentress moved to forward the matter to the Board for consideration and Commissioner Christy seconded the motion. There were no questions or comments. All Commissioners in attendance voted to approve the motion.

5) PATCO’s Drug and Alcohol Abuse Testing Policy for Safety-Sensitive Employees Subject to Federal Transit Administration Regulations (Series 147A)

General Manager Rink and Director of Safety Fullerton presented a Summary Statement and Resolution that the Board adopt the Authority’s Drug and Alcohol Abuse Testing Policy for Safety- Sensitive Employees Subject to Federal Transit Administration Regulations (Series 147A). Director Fullerton explained that the policy, which was been in effect since 2004, is required to be adopted by the Board for compliance with 49 CFR Part 655.15. Commissioner Fentress moved to forward the matter to the Board for consideration and Commissioner Garganio seconded the motion. There were no questions or comments. All Commissioners in attendance voted to approve the motion.

6) Procurement of Magnetic Particle Inspection Machine

General Manager Rink presented a Summary Statement and Resolution that the Board authorize staff to negotiate a contract with Schiavone Electric Labs, Inc. in the amount of $161,300.00 for the procurement and delivery of a Magnetic Particle Inspection Machine. He explained that this machine is mission critical to PATCO operations as it is used for certifying train axles before assembly. Commissioner Martz moved to forward these matters to the Board for consideration and Commissioner Christy seconded the motion. There were no questions or comments. All Commissioners in attendance voted to approve the motion.

B. General Discussion

There were two items under General Discussion.

Chief Engineer Venuto reviewed two (2) Change Orders for the following Contracts: Contract No. BR-19-2016, Betsy Ross Bridge Painting and Steel Repairs, Phase 1; and Contract No. BF-46- 2016(R), Benjamin Franklin Bridge South Walkway Bicycle and Pedestrian Ramp.

He stated that the Change Order for Contract No. BR-19-2016 was Change Order 2 and represented a net decrease in cost as a result of changes to several contract items. He stated that the Change Order for Contract No. BF-46-2016(R) was Change Order 1 and represented with zero additional dollars; the Change Order would use part of the $500,000.00 set aside for unforeseen site conditions.

Page 3 of 4 EXECUTIVE SESSION

Chairman Frattali announced that the Committee would meet in Executive Session and requested that Corporate Secretary Santarelli provide a description of the matters to be discussed. Mr. Santarelli stated that the general subjects to be discussed in Executive Session included consultant selections and pending or anticipated contract negotiations. Commissioner DiAntonio moved to meet in Executive Session and Commissioner Christy seconded the motion. All Commissioners in attendance voted to approve the motion and the committee meeting moved into Executive Session at 9:19 a.m.

The Committee met in Executive Session.

Commissioner Sweeney moved to close Executive Session and Commissioner DiAntonio seconded the motion. All Commissioners in attendance voted to approve the motion and the committee meeting moved back into Open Session at 9:44 a.m.

OPEN SESSION

ADJOURNMENT

With no further business, Commissioner Fentress moved to adjourn the meeting and Commissioner DiAntonio seconded the motion. All Commissioners in attendance voted to approve the motion and the meeting adjourned at 9:44 a.m.

Page 4 of 4 SUMMARY STATEMENT

ITEM NO.: DRPA-19-001 SUBJECT: DRPA/PennDOT Grant Reimbursement

COMMITTEE: Operations and Maintenance

COMMITTEE MEETING DATE: January 8, 2019

BOARD ACTION DATE: January 16, 2019

PROPOSAL: That the DRPA Board of Commissioners authorizes a reimbursement payment to the Commonwealth of Pennsylvania, Department of Transportation (PennDOT) in the amount of $654,504.93 for the BFB Westside Roadway Improvement Project. The payment is necessary because the reimbursement agreements between DRPA and PennDOT for the project expired, FHWA did not approve a time extension, and agreement was canceled by PennDOT. Once payback of the federal funds has been received DRPA can request new funds for the continuation of the project.

By way of Resolution #DRPA-07-023, DRPA was approved to receive a federal earmark in the total amount of $5,000,000 from FHWA to undertake the project and entered into Agreement #066522 with PennDOT which authorized the expenditure of these funds which were subsequently reimbursement by PennDOT for the work performed. DRPA conducted the study phase in 2009 and expended $654,504.93.

PURPOSE: To receive authorization for DRPA CEO to execute necessary documents to reimburse the Commonwealth of Pennsylvania, Department of Transportation $654,504.93 for funds DRPA received from PennDOT to do a traffic study and design project for Benjamin Franklin Bridge Philadelphia Operations Improvements, tasks performed under a now expired FY2003 Federal Highway Earmark.

BACKGROUND: The Authority is the owner and operator of the Benjamin Franklin Bridge ("BFB") and its ancillary roadway approaches connecting the City of Philadelphia and the City of Camden. PennDOT has jurisdiction over Interstate 676 which interchanges with the access roadways to the BFB. The City of Philadelphia also owns and controls certain City streets in the vicinity of the BFB. SUMMARY STATEMENT DRPA/PennDOT Grant Reimbursement O&M 1/8/2019 ______

In FY2003 DRPA was approved to receive a federal earmark in the total amount of $5,000,000 from FHWA which was administered through PennDOT to undertake a project to evaluate traffic conditions and identify potential solutions to the congestion that occurs in the westbound direction on the Philadelphia side of the BFB.

During the time period of receiving the funding and kickoff of the project, the DRPA Board did not meet for approximately 18 months delaying the physical start of the study.

In June of 2007 when board meetings reconvened, by way of resolution DRPA-07-023, DRPA was authorized to enter into a partial reimbursement agreement with PennDOT for an amount not to exceed $1,000,000 of the approved $5,000,000 federal earmark to undertake the study.

DRPA subsequently hired a consultant to start the study. The BFB West Side Traffic Mitigation Study was completed in 2009. DRPA paid the consultant for the work performed and DRPA was reimbursed $654,504.93 by PennDOT.

The study recommended several types of improvements that ranged from operational improvements (signal retiming, signing and pavement marking enhancements, signal modernization), to system improvements (real time travel information systems), to capacity improvements (Broad Street Exit, Flyover Connection). The study recommended an implementation plan that characterized the improvements as Immediate (3-5 months), Short-Term (1-5 years), and Long-Term (6+ years). The study determined that any substantial remediation of west bound traffic would need to be constructed on non-DRPA property at a substantially higher project estimate.

In 2012, DRPA was notified by PennDOT that the original earmark of $5,000,000 was approaching its (10) year life and DRPA was going to forfeit the earmark if the project could not be completed within the 10- year timeline.

In 2010 DRPA entered into an agreement with PennDOT to design and construct the short-term improvements with the balance of the original $5,000,000 funding. The short-term improvements included Signage Improvements on BFB, Broad Street Interchange Improvements of Vine Street Expressway, and Real Time Travel SUMMARY STATEMENT DRPA/PennDOT Grant Reimbursement O&M 1/8/2019 ______

Information / TMC. This agreement expired in 2015 before it was put into use and a time extension was requested.

In 2018, DRPA was notified by PennDOT that FHWA denied the request for a time extension. DRPA was informed that because the funds had not been drawn down within the allotted period of performance the earmark would expire, and any monies paid out of the earmark would have to be reimbursed.

In an effort to salvage all or a portion of the awarded $5,000,000 earmark, DRPA through its Engineering and Grants department, began negotiations with PennDOT and through those negotiations now have an agreement with PennDOT that once the $654,504.93 paid by PennDOT from the original 2003 earmark is reimbursed back to PennDOT, PennDOT will then authorize new funds in the amount of the full $5,000,000 and allow us to repurpose those funds to a new project currently identified as Ben Franklin Bridge Safety Improvements, a project which PennDOT has already included in the region’s Transportation Improvement Program (TIP) as project #MPMS-72597.

Therefore, the request is that DRPA be authorized to reimburse to PennDOT the sum of $654,504.93 for funds received from a FY2003 Federal Earmark for a project referred to as the Benjamin Franklin Bridge Philadelphia Operational Improvement Project that was incomplete and in doing so DRPA will become eligible to receive a re- appropriation of $5,000,000 for a new project identified as Ben Franklin Bridge Safety Improvements.

SUMMARY: Amount: $654,504.93 Source of Funds: General Fund Capital Project #: N/A Operating Budget: N/A Other Fund Sources: N/A Other Parties Involved: FHWA/FTA/PennDOT DRPA-19-001 Operations and Maintenance Committee: January 8, 2019 Board Date: January 16, 2019 DRPA/PennDOT Grant Reimbursement

RESOLUTION

RESOLVED: That the DRPA Board of Commissioners authorizes the Chief Executive Officer to execute a reimbursement payment to the Commonwealth of Pennsylvania, Department of Transportation in the amount of $654,504.93, for the purpose of reimbursing the Commonwealth for federal grant funding that DRPA received from the Commonwealth for work performed on a study and design that would improve west side traffic congestion on the Benjamin Franklin Bridge with recommended improvements subsequently not being completed; 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 consistent with the terms of this Resolution. 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 the DRPA.

SUMMARY: Amount: $654,504.93 Source of Funds: General Fund Capital Project #: N/A Operating Budget: N/A Other Fund Sources: N/A Other Parties Involved: FHWA/FTA/PennDOT SUMMARY STATEMENT

ITEM NO.: DRPA-19-002 SUBJECT: Contract No. CB-36-2018, Commodore Barry Bridge Chester Substation Replacement

COMMITTEE: Operations & Maintenance

COMMITTEE MEETING DATE: January 8, 2019

BOARD ACTION DATE: January 16, 2019

PROPOSAL: That the Board authorizes staff to negotiate a construction contract with the firm of Philips Brothers Electrical Contractors, Inc. to perform the Commodore Barry Bridge Chester Substation Replacement.

Amount: $1,599,000.00

Contractor: Philips Brothers Electrical Contractors, Inc. 235 Sweet Spring Road Glenmoore, PA 19343

Other Bidders: Battaglia Associates, Inc. $1,603,478.00 MJF Electrical Contracting, Inc. $1,755,000.00 Chammings Electric, Inc. $1,772,752.00 Carr & Duff, Inc. $1,918,000.00

Engineers Estimate: $3,000,000.00

MBE/WBE Combined Goal: 6%

Contractor Proposed MBE/WBE Commitment: WBE: 6%

PURPOSE: This project includes the installation of a pre-fabricated electrical substation under the Commodore Barry Bridge in Chester, PA, and the replacement of portions of the existing 5 KV and 480/277 VAC electrical feeders, thereby replacing the existing substation dating back to the original construction of the bridge.

BACKGROUND: The existing substation, dating back to the original construction of the bridge and housed within a concrete bridge pier, contains aging equipment and does not meet current code requirements for electrical equipment clearances. The installation of a pre-fabricated substation SUMMARY STATEMENT Contract No. CB-36-2018 O&M 1/8/19 Commodore Barry Bridge Chester Substation Replacement ______

adjacent to the pier housing the original substation will allow the new substation to be installed and fully powered before the existing substation is shut down and will eliminate the logistical constraints associated with attempting to install new equipment in the already- crowded existing substation without a long-term power outage.

The project was publicly advertised and bid documents were offered to the public beginning on October 10, 2018 with a bid opening date of November 20, 2018. Nine (9) sets of documents were sold. A total of six (6) bids were received, one (1) of which was deemed non-responsive. The lowest responsive and responsible bid was submitted by Philips Brothers Electrical Contractors, Inc. in the amount of $1,599,000.00.

Staff has completed the evaluation of bids and recommends that the contract be awarded to Philips Brothers Electrical Contractors, Inc. in the amount of $1,599,000.00 as the low responsive and responsible bidder.

SUMMARY: Amount: $1,599,000.00 Source of Funds: 2018A Revenue Bonds Capital Project #: CBB.01701 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: 4 DRPA-19-002 Operations & Maintenance Committee: January 8, 2019 Board Date: January 16, 2019 Contract No. CB-36-2018, Commodore Barry Bridge Chester Substation Replacement

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority accepts the bid of $1,599,000.00 to perform the Commodore Barry Bridge Chester Substation Replacement, and that the proper officers of the Authority be and hereby are authorized to negotiate a contract with Philips Brothers Electrical Contractors, Inc. for the required work in an amount not to exceed $1,599,000.00, 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: $1,599,000.00 Source of Funds: 2018A Revenue Bonds Capital Project #: CBB.01701 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: 4 SUMMARY STATEMENT

ITEM NO.: DRPA-19-003 SUBJECT: Design Services for DRPA Maintenance Facilities Space Planning Services

COMMITTEE: Operations & Maintenance

COMMITTEE MEETING DATE: January 8, 2019

BOARD ACTION DATE: January 16, 2019

PROPOSAL: That the Board authorizes staff to negotiate an agreement with WSP to provide Design for the DRPA Maintenance Facilities Space Planning Services.

Amount: $769,199.00

Consultant: WSP

Other Consultants: HAKS IEI Group Gannett Fleming

Engineers Estimate: $779,645.00

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

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

PURPOSE: To provide planning and design services for the DRPA Maintenance Facilities Space Planning Services.

BACKGROUND: The Scope of Services the Authority requires shall include, but not be limited to, all planning and design activities necessary to prepare conceptual level documents for the DRPA Maintenance Facilities Space Planning Services project. Planning and Design services include a comprehensive review of existing facilities and recommendations for improvement of current building layout and functions.

The Authority publicly advertised its intent to retain a consultant and invited interested firms to submit Statements of Qualifications. Seven SUMMARY STATEMENT Design Services for O&M January 8, 2019 DRPA Maintenance Facilities Space Planning Services ______

(7) firms responded with Statements of Qualifications on April 16, 2018. Seven (7) 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.

WSP was the highest technically ranked firm. The proposed Project Manager has previous experience with space utilization projects and has been very responsive on past DRPA projects. The proposed project Manager has over 20 years experience with projects of similar scope. Overall, the team assembled by WSP 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, WSP’s price was determined to be fair and reasonable.

It is recommended that an engineering services agreement be negotiated with WSP for the costs and associated fees not to exceed $769,199.00 to provide engineering services in accordance with the Request for Proposal.

SUMMARY: Amount: $769,199.00 Source of Funds: 2018A Revenue Bonds Capital Project #: MTB.01805 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Design Services, 5 months Other Parties Involved: N/A Estimated Number of Jobs Supported: 2 DRPA-19-003 Operations & Maintenance Committee: January 8, 2019 Board Date: January 16, 2019 Design Services for DRPA Maintenance Facilities Space Planning Services

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority accepts the Proposal of WSP to provide Design Services for DRPA Maintenance Facilities Space Planning Services and that the proper officers of the Authority be and hereby are authorized to negotiate an Agreement with WSP for an amount not to exceed $769,199.00, 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: $769,199.00 Source of Funds: 2018A Revenue Bonds Capital Project #: MTB.01805 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Design Services, 5 months Other Parties Involved: N/A Estimated Number of Jobs Supported: 2 MEMORANDUM

DELAWARE RIVER PORT AUTHORITY of Pennsylvania & New Jersey

TO: O&M Committee Members FROM: Michael P. Venuto, Chief Engineer SUBJECT: Professional Service Selection for Design Services for DRPA Maintenance Facilities Space Planning Services Technical Proposal Evaluation, Findings and Recommendation Report DATE: September 21, 2018

The Request for Qualifications (RFQs), which was posted on the Authority’s web-site, invited consultants to submit Statements of Qualifications (SOQs). Seven (7) firms submitted SOQs on April 16, 2018.

Policy 303a outlines the procedure for Request for Proposal selection of consultants by the Engineering Department. The SOQ evaluation serves as a method for developing a “short list” of firms to receive a Request for Proposal (RFP). The Review Committee evaluated the SOQ’s and recommended soliciting Technical and sealed Price Proposals from the top ranked firms: Buchart Horn, Gannett Fleming, HAKS, IEI Group, JMT, PS&S, WSP.

The short-listed firms were sent a RFP on July 3, 2018. The Technical Proposals and separate sealed Price Proposals were received on July 31, 2018 from Gannet Fleming, HAKS, IEI Group, and WSP. The Review Committee, consisting of three (3) staff engineers, reviewed and evaluated the Technical Proposals.

WSP USA, Inc. was the highest technically ranked firm. The proposed Project Manager has previous experience with space utilization study projects and has been very responsive on past DRPA projects. The proposed Project Manager has over 21 years experience in projects with a similar scope. Overall, the team assembled by WSP USA, 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 $779,645.00, as a guide. Price Proposals were opened on September 10, 2018.

Below are the Technical Proposal rankings, proposed hours and fees of these firms, along with the Engineer’s estimate of hours. Rank Firm Hours Original Price Negotiated Proposal Hours Fee Engineer’s Estimate 3,744 $779,645.00 1 WSP 2,924* $814,760.66 4,786** $769,199.00 2 IEI Group 1,540* $695,138.82 3 Gannett Fleming 2,604 $420,630.39 *Consultant did not originally submit sub-consultant hours with their proposal. **Consultant provided sub-consultant hours with revised proposal.

The Price Proposal from the highest technically ranked firm, WSP USA, Inc., dated July 31, 2018 was reviewed by Engineering Department staff. It was observed to be 5% higher than the Engineer’s Estimate. Negotiations were conducted with WSP USA, Inc. which resulted in a final Price Proposal in the amount of $769,199.00. Based on the Review Committee’s findings, the Price Proposal of WSP USA, Inc. has been determined to be fair and reasonable and therefore the committee recommends that an Engineering Services Agreement be issued to WSP USA, Inc., the highest technically ranked firm.

Based on a review of the Review Committee’s evaluation and supporting documentation, I concur with the recommendation to engage WSP USA, Inc. of Philadelphia, Pennsylvania in the amount of $769,199.00 for this Agreement. SUMMARY STATEMENT

ITEM NO.: DRPA-19-004 SUBJECT: Alstom Transportation Incorporated – Repair of Damaged PATCO Car Sole Source

COMMITTEE: Operations & Maintenance

COMMITTEE MEETING DATE: January 8, 2019

BOARD ACTION DATE: January 16, 2010

PROPOSAL: That the Board authorizes staff to negotiate a sole source procurement contract for repairs to PATCO Transit Car Number 1023.

Amount: $742,000.00

Contractor: Alstom Transportation, Incorporated One Transit Drive Hornell, NY 14813

PURPOSE: The purpose of this project is to perform structural and electrical component repairs to PATCO Transit Car Number 1023 which was damaged as part of the Conrail incident.

BACKGROUND: PATCO Transit Car 1023/24 was eastbound on Track 1 on January 29, 2018 when it struck debris from PATCO’s south pole line. The pole/overhead wires were struck by a Conrail train causing debris to enter PATCO tracks. This impact caused damage to structural and electrical components of car 1023. The work involves the shipping of cars 1023/24 to Hornell, repairing car 1023, testing both vehicles and returning them to Lindenwold.

SUMMARY: Amount: See Attachment Source of Funds: General Fund Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: See Attachment Other Parties Involved: N/A Estimated Number of Jobs Supported: N/A DRPA-19-004 Operations & Maintenance Committee: January 8, 2019 Board Date: January 16, 2019 Alstom Transportation Incorporated – Repair of Damaged PATCO Car Sole Source

RESOLUTION

RESOLVED: That the Board of Commissioners authorizes staff to enter into a sole source procurement for the repair of damaged PATCO car from the Conrail incident; 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: $742,000.00 Source of Funds: General Fund Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: See Attachment Other Parties Involved: N/A Estimated Number of Jobs Supported: N/A

LABOR COMMITTEE

DELAWARE RIVER PORT AUTHORITY Labor Committee Meeting

One Port Center 2 Riverside Drive Camden, New Jersey Tuesday, January 8, 2019

Commissioners: Ryan Boyer, Chairman of Labor Committee Albert Frattali Sean Murphy (for Pennsylvania Auditor General Eugene DePasquale; via telephone) Angelina Perryman (via telephone) Richard Sweeney E. Frank DiAntonio Charles Fentress Bruce Garganio

Others Present: Craig Ambrose, Associate Counsel, New Jersey Governor’s Authorities Unit; via telephone) Nedia Ralston, Office of the PA Governor (via telephone)

DRPA/PATCO Staff: John Hanson, Chief Executive Officer/President Maria Wing, Deputy Chief Executive Officer Raymond Santarelli, General Counsel and Corporate Secretary Stephen Holden, Deputy General Counsel Narisa Sasitorn, Deputy General Counsel James White, Chief Financial Officer Toni Brown, Chief Administrative Officer Robert Hicks, Chief Operating Officer Rohan Hepkins, Assistant General Manager, PATCO Sheila Milner, Administrative Coordinator, OGC Elizabeth Saylor, Administrative Coordinator, OGC

CALL TO ORDER Chairman Boyer called the meeting of the Labor Committee of the Delaware River Port Authority to order at 9:49 a.m. and asked the Corporate Secretary to call the roll.

ROLL CALL

The following Commissioners were present, constituting a quorum: Boyer, Frattali, Murphy, Perryman, Sweeney, Garganio, DiAntonio and Fentress.

Page 1 of 2 OPEN SESSION

Chairman Boyer announced that the Committee would be meeting in Executive Session and requested Corporate Secretary Mr. Santarelli to provide a description of the matters to be discussed. Mr. Santarelli stated that the general subjects to be discussed in Executive Session would include an update on personnel and labor matters. Commissioner Garganio moved to meet in Executive Session and Commissioner Fentress seconded the motion. All Commissioners in attendance voted to approve the motion. The Labor Committee Meeting moved into Executive Session at 9:50 a.m.

EXECUTIVE SESSION

The Committee met in Executive Session.

Commissioner Fentress moved to close Executive Session and Commissioner DiAntonio seconded the motion. All Commissioners in attendance voted to approve the motion and the Committee moved back into Open Session at 10:23 a.m.

OPEN SESSION

ADJOURNMENT

With no further business, Commissioner Fentress moved to adjourn the meeting and Commissioner Garganio seconded the motion. All Commissioners in attendance voted to approve the motion and the meeting adjourned at 10:23 a.m.

Page 2 of 2

FINANCE COMMITTEE

DELAWARE RIVER PORT AUTHORITY Finance Committee Meeting

One Port Center 2 Riverside Drive Camden, New Jersey Wednesday, January 9, 2019

Commissioners: Ryan Boyer (Chairman of DRPA and PATCO Boards; via telephone) Donna Powell (Chaired for Jeffrey Nash, Chairman of Finance Committee) Jeffrey Nash, Chairman of Finance Committee (via telephone) Robert Borski (via telephone) Charles Fentress Daniel Christy Aaron Nelson (via telephone)

DRPA/PATCO Staff: John Hanson, Chief Executive Officer/President Maria Wing, Deputy Chief Executive Officer Raymond Santarelli, General Counsel and Corporate Secretary Steve Holden, Deputy General Counsel Narisa Sasitorn, Deputy General Counsel Robert Hicks, Chief Operating Officer James White, Chief Financial Officer David Aubrey, Inspector General Christina Maroney, Director, Strategic Initiatives Orville Parker, Manager, Budget/Financial Analysis, Finance John Lotierzo, Director, Finance, DRPA Jennifer DePoder, Budget Analyst, Finance Darcie DeBeaumont, Manager, Accounting Derek Wilson, Accountant, Finance Mark Ciechon, Director, Finance, PATCO John Rink, General Manager, PATCO Rohan Hepkins, Assistant General Manager, PATCO Mike Williams, Manager, Corporate Communications Sheila Milner, Administrative Coordinator, OGC Elizabeth Saylor, Administrative Coordinator, OGC

Page 1 of 3 Others Present: Craig Ambrose, Associate Counsel, New Jersey Governor’s Authorities Unit Thomas Clancy, Chief Investment Officer, Pennsylvania Treasury Peter Nissen, Acacia Financial Group, Inc. Katherine L. Clupper, PFM Financial Advisors Samantha Myers, PFM Financial Advisors Marty Hammond, PFM Financial Advisors Jeffrey Winitsky, Esq., Parker & McCay, P.A. Miska Shaw, Esq., Ahmad Zafarese LLC

CALL TO ORDER

Commissioner Powell called the meeting of the Finance Committee of the Delaware River Port Authority to order at 9:04 a.m. and asked the Corporate Secretary to call the roll.

ROLL CALL

The following Commissioners were present, constituting a quorum: Boyer, Nash, Borski, Powell, Nelson, Christy and Fentress.

OPEN SESSION

A. Financial Update

Chief Financial Officer/Treasurer White highlighted several areas from the DRPA/PATCO Unaudited Financial Summary, which had been previously provided to all Committee members. In terms of the financials, Mr. White stated that DRPA traffic and toll revenue remained positive and will be higher than last year and should exceed $343M, while traffic was a little flat in November and December. Toll revenue was about one percent higher than last year. He discussed the General Fund balance and total bond debt. He stated that most of capital expenditures will be funded through Project Fund. General Fund balance is around $260M and the total project fund and general fund balances are approximately $550M. Mr. White stated that the total DRPA bond debt is currently fixed rate debt at approximately $1.2B. Lastly, Mr. White said that the Authority bond ratings increased in November and Moody’s updated the Authority’s outlook from stable to positive.

B. Report on Bond Defeasement and 2018 Revenue Bond Issuance

Chief Financial Officer/Treasurer White stated that the bond transactions undertaken last year altered the approach to the Authority’s debt. He introduced Peter Nissen from Acacia and Kathy Klupper from PFM Financial to report the Committee concerning the bond transactions.

Mr. Nissen reported that in November, the DRPA defeased $308M of DRPA’s 2010D Revenue Bonds using $281M applied from the General Fund. In December, the DRPA issued $701M of its Revenue. Mr. Nissen stated that as a result of the transactions, the DRPA has no variable rate bond debt, as all bond debt is fixed rate and there are no longer any interest rate swap agreements.

Page 2 of 3 Mr. Nissen continued that DRPA’s Capital Plan for the next three years is funded at a low interest rate of 3.65% and DRPA reduced its debt service through 2040 by approximately $63M. Mr. Nissen further reported that the bond rating upgrade from stable to a positive outlook was reflected in the successful pricing of the 2018 Revenue Bonds on December 6, 2018.

EXECUTIVE SESSION

Commissioner Powell announced the Committee would meet in Executive Session and requested the Corporate Secretary to provide a description of the matters to be discussed therein. The Corporate Secretary stated that the general subjects to be discussed in Executive Session related to long range alternatives and pending or anticipated contract negotiations. Commissioner Fentress move to go into Executive Session and Commissioner Christy seconded the motion. All Commissioners in attendance voted to approve the motion and the Committee moved into Executive Session 9:35 a.m.

The Committee met in Executive Session.

Commissioner Fentress moved to close Executive Session and Commissioner Christy seconded the motion. All Commissioners in attendance voted to approve the motion and the committee meeting moved back into Open Session at 10:05 a.m.

ADJOURNMENT

There being no further business, Commissioner Fentress moved to adjourn the meeting and Commissioner Christy seconded the motion. All Commissioners in attendance voted to approve the motion and the meeting adjourned at 10:05 a.m.

Page 3 of 3

NEW BUSINESS

SUMMARY STATEMENT

ITEM NO.: DRPA-19-005 SUBJECT: Consideration of Pending DRPA Contracts (Between $25,000 and $100,000)

COMMITTEE: New Business

COMMITTEE MEETING DATE: N/A

BOARD ACTION DATE: January 16, 2019

PROPOSAL: That the Board consider authorizing staff to enter into contracts as shown on the Attachment to this Resolution.

PURPOSE: To permit staff to continue and maintain DRPA operations in a safe and orderly manner.

BACKGROUND: At the Meeting held August 18, 2010 the DRPA Commission adopted Resolution 10-046 providing that all DRPA contracts must be adopted at an open meeting of the DRPA Board. The Board proposed modifications to that Resolution at its meeting of September 15, 2010; specifically that all contracts between $25,000 and $100,000 be brought to the Board for approval. The contracts are listed on the Attachment hereto with the understanding that the Board may be willing to consider all of these contracts at one time, but if any member of the Board wishes to remove any one or more items from the list for separate consideration, each member will have that privilege.

SUMMARY: Amount: N/A Source of Funds: See Attached List Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A DRPA-19-005 New Business: January 16, 2019 Board Date: January 16, 2019 Consideration of Pending DRPA Contracts (Between $25,000 and $100,000)

RESOLUTION

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

SUMMARY: Amount: N/A Source of Funds: See Attached List Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A CONSIDERATION OF PENDING DRPA CONTRACTS (VALUED BETWEEN $25,000 - $100,000) – January 16, 2019 DRPA

Item # Vendor/Contractor Description Amount ProcurementMethod BidsReceived BidAmounts SourceofFunds 1 T. Slack Environmental 3rd Year Contract $54,280.00 Competitive Formal Bid - On 1. T. Slack Environmental 1. $22,150.00 Revenue Funds Services, Inc. Renewal Option to (amount includes January 4 , 2017 Resolution Services, Inc. Kenilworth, NJ provide Maintenance, original bid price of #DRPA-17-024 was approved by Kenilworth, NJ Training & Emergency $22,150.00, plus a the Board for a two (2) year Services for Petroleum not-to-exceed cost of contract for DRPA-01-2017 2. Ferguson & McCann Inc. 2. $22,500.00 Fuel Storage $32,130.00 to cover Maintenance, Training & Aston, PA Management and emergency services, Emergency Services for Petroleum Dispensing Systems for to be used ifand Fuel Storage Management and DRPA and PATCO. when necessary. Dispensing Systems for DRPA & Fixed emergency PATCO. The original bid included labor rates were a 3rd year, firm-fixed option to provided as part of renew for one (1) additional year. the original T. Slack Environmental Services, competitive bid Inc. submitted their 3rd year firm process. Purchasing fixed pricing. The original IFB was Staff has evaluated publicly advertised and issued to the rates and found eight (8) prospective bidders. Two they are fair and (2) bids were received and publicly reasonable). opened on January 25, 2017. Based on pricing and satisfaction with contractor's performance, Purchasing Staff recommends awarding 3rd year contract renewal option.

2 Set Rite Corporation Purchase and $28,400.00 Competitive Formal Bid - Invitation 1. Set Rite Corporation 1. $28,400.00 Revenue Fund Levittown, PA Installation of Cornell for Bid DRPA-24-2018 was Levittown, PA Insulated Rolling Steel publicly advertised and issued to Doors Model ESD20 or eighteen (18) prospective bidders. 2. South Jersey Overhead Door 2. $31,660.00 approved equal at the Five (5) bids were received and Vineland, NJ Betsy Ross Bridge publicly opened on November 29, Facility 2018. 3. Elmer Door Co. Inc. 3. $44,200.00 Elmer, NJ

4. Irishmans Overhead Door Co. 4. $50,698.00 West Berlin, NJ

5. Overhead Door Company of Northern Delaware 5. Disqualified New Castle, DE CONSIDERATION OF PENDING DRPA CONTRACTS (VALUED BETWEEN $25,000 - $100,000) – January 16, 2019 DRPA

Item # Vendor/Contractor Description Amount ProcurementMethod BidsReceived BidAmounts SourceofFunds 3 Traffix Devices, Inc. Purchase of One (1) $29,543.95 In accordance with Commonwealth 1. Traffix Devices, Inc. 1. $29,543.95 General Fund San Clemente, CA Truck Mounted Scorpion of PA Contract #4400019970 San Clemente, CA Attenuator w/25 Light LED Arrow Board, Hydraulic Lift and Solar Package

4 Modern Equipment Purchase of One (1) $41,523.24 In accordance with Sourcewell 1. Modern Equipment Sales 1. $41,523.24 General Fund Sales and Rental Bandit Model-15XPC, (formally NJPA) Contract #062117- and Rental dba Modern Group, Company dba Modern Intimidator 15" Drum BAN Ltd Group, Ltd Style Brush Bandit King of Prussia, PA King of Prussia, PA Wood Chipper

5 Whitmoyer Ford Purchase of Three (3) $67,095.00 In accordance with Commonwealth 1. Whitmoyer Ford, Inc. 1. $67,095.00 General Fund Mount Joy, PA Ford Escape SE 4 of PA Contract #4400015932 Mount Joy, PA Door, 4x4 Vehicles

6 H.A. DeHart & Son, Inc. Purchase of Three (3) $92,103.00 Inaccordance withPA CoStars 1. H.A. DeHart & Son Inc. 1. $92,103.00 General Fund Thorofare, NJ Swaploader Systems- Contract 025-052 and a low bid of Thorofare, NJ SL412, A-Frame and 3, 3 vendors solicited CVS for the SL-300/400- 2. Intercon Truck Equipment 2. $92,685.00 406 Locks Aston, PA

3. US Municipal Supply Inc. 3. $97,455.00 King of Prussia, PA DELAWARE RIVER PORT AUTHORITY & PORT AUTHORITY TRANSIT CORP.

BOARD MEETING

Wednesday, January 16, 2019 9:00 a.m.

One Port Center Board Room Camden, NJ

John T. Hanson, Chief Executive Officer

PATCO BOARD

PORT AUTHORITY TRANSIT CORPORATION BOARD MEETING

Wednesday, January 16, 2019 at 9:00 a.m. One Port Center Board Room Camden, New Jersey

ORDER OF BUSINESS

1. Roll Call

2. Public Comment

3. Report of the General Manager – January 2019

4. Approval of December 5, 2018 Board Meeting Minutes

5. Monthly List of Previously Approved Monthly List of Payments of November and December 2018

6. Monthly List of Previously Approved Purchase Orders and Contracts of December 2018

7. Approval of Balance Sheet and Equity Statement dated October 31, 2018

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

9. Adopt Resolutions Approved by Operations & Maintenance Committee of January 8, 2019

PATCO-19-001 PATCO’s Drug and Alcohol Abuse Testing Policy for Safety-Sensitive Employees Subject To Federal Transit Administration Regulations (Series 147A)

PATCO-19-002 Procurement of Magnetic Particle Inspection Machine

10. Unfinished Business

11. New Business

PATCO-19-003 Consideration of Pending PATCO Contracts (Between $25,000 and $100,000)

12. Executive Session

13. Adjournment

GENERAL MANAGER’S REPORT

REPORT OF THE GENERAL MANAGER

As stewards of public assets, we provide for the safe and efficient operation of transportation services and facilities in a manner that creates value for the public we serve.

January 16, 2018

To the Commissioners:

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

HIGHLIGHTS

SERVICE

Santa Claus Speaks – During the week of December 17, PATCO customers were surprised to hear Santa Claus making announcements on the trains. This festive flair sparked hundreds of comments, with some very positive such as:

This morning, while sitting in the train, I heard the pre-recorded announcement regarding the last car being the quiet car. But this time it was different because it started with "Ho ho ho, Santa says..." and ended with a "Happy Holidays!"

I just wanted to thank whoever had that creative idea that changed my serious expression to a smile. I'm sure I'm not the only one who smiled. We are living in times of too much stress, so that injection of positivity/happiness is so much needed. It's the little things...

Santa’s voice inspired some riders to say, “Bah Humbug”. In response to the social media buzz, Corporate Communications produced a clever video of Santa reading the Tweets on the train and responding to them, utilizing humor to remind everyone of the good spirit of the holidays.

General Manager’s Report – for January 16, 2019 Meeting

New Year’s Eve Free Rides - For the third year in a row, PATCO’s customers enjoyed free rides on New Year’s Eve. This special accommodation enables those celebrating the holiday to travel safely on the train as an alternative to driving.

This year we worked with Intersection, the company that sells advertising on PATCO trains and in our stations. Their client Heineken sponsored free rides for revelers who boarded PATCO between 8 p.m. on the 31st and 4 a.m. on New Year’s Day as part of an ad campaign.

On-Time Performance – In December, 2018, we had scheduled 5,682 trips. Our on-time performance was 96.48% for the month and 96.45% for the Year overall. After a rough start in January, when we encountered extreme cold and wintry weather-related problems, two PSE&G power outages at Westmont Station, and the Conrail pole incident, our performance for the year overall and for most months of 2018 exceeded that in 2017, as illustrated in the below graph. (In November our on-time performance typically decreases due to slippery rail conditions associated with weather and leaf season.) We continue to work on several fronts to improve even further.

100.00% 2018 vs 2017 On-Time Performance For the Year Overall: 99.00% 2018 - 96.45% 2018 2017 - 96.17% 98.00% 2017

97.00%

96.00%

95.00%

94.00%

93.00%

92.00%

91.00%

90.00%

General Manager’s Report – for January 16, 2019 Meeting

On five days in December, we had no delays whatsoever. However, on just two days, we faced a sudden need to perform emergency trackwork, resulting in a total of 48 late trains. The breakdown of causes for December delays is shown below.

Causes of Delay Incidents - December, 2018

Other, 13%

Transit Operations, 7% Equipment Defect, 43%

Doors 6 Brake/Comp 5 Public Safety Issues, 11% Misc. 15

Trespasser, 5%

Passenger Issues, 7% Lack of Equipment, 3% W&P Track - Wayside, 10% W&P Elec - Signal - Radio, 2%

Availability of Transit Equipment – PATCO closely monitors the availability of equipment to meet the needs of our peak service customers. If we are short of equipment, we would operate a four-car rather than a six-car consist for one train. Otherwise our policy is to annul one morning Woodcrest Local and convert a Lindenwold Express to a Local to serve all the customers along the line.

General Manager’s Report – for January 16, 2019 Meeting

DAILY LOADLINE CAR REQUIREMENT FOR December 2018

A.M. RUSH HOUR (72 CARS REQUIRED ) P.M. RUSH HOUR (72 CARS REQUIRED )

Days Consist Requirement Days Consist Requirement Achieved 19 95.00% Achieved 17 85.00% Days Consist Requirement Days Consist Requirement Not Achieved 1 5.00% Not Achieved 3 15.00% TOTAL DAYS 20 TOTAL DAYS 20

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

5.00%

15.00%

95.00% 85.00%

Days Consist Requirement Achieved Days Consist Requirement Not Achieved Days Consist Requirement Achieved Days Consist Requirement Not Achieved

Lost and Found – In 2018, PATCO’s Lost & Found Department processed 1800 items and successfully reunited 55% of them with their owners. Items range from many, many single gloves to much more expensive items such as laptops, phones, car remotes, and prescription eyeglasses. Train Operators, Custodians, Transit Ambassadors, Customer Service Agents, Dispatchers, and Supervisors participate in ensuring that found items are forwarded to Lost & Found for recording and safekeeping until a customer claims them. When an item includes identification, our proactive Lost & Found Supervisor sends the customer a letter; when we have unclaimed work IDs, we take the extra step of mailing the ID to the employer. General Manager’s Report – for January 16, 2019 Meeting

COMMUNITY

Student Field Trips – During December 30 students from “The Linc”, a high school on Erie Avenue, rode PATCO from Philadelphia to Camden to enjoy Adventure Aquarium. In addition, students from two elementary schools and one school for students with special needs rode from New Jersey into Center City to enjoy the light show at Macy’s and other Center City holiday attractions. In each case, a PATCO representative escorted students on their initial free trip, providing information about how to ride PATCO safely and how to use their (purchased) one-ride tickets for their return trip.

STEWARDSHIP

 Availability – Availability of all escalators was 97.19% for the month of December and 96.21% for the year overall.

Availability of elevators at 15th/Locust, 9th/Locust (to Street and to Platform), 8th/Market (North and South), Broadway West, Ferry Avenue, Woodcrest (to Eastbound and Westbound Platforms) and Lindenwold was excellent this month (98.63%). However, we encountered a communication problem on the elevator at Broadway East, which brought overall availability of elevators in December to 96.95%, just 0.05% short of our goal of 97%. For 2018, availability of all PATCO elevators was 97.74%.

2018 Elevator and Escalator Availability

ESCALATORS IN ELEVATORS IN TARGET TARGET OPERATION OPERATION 14 96% 11 97% ACTUAL ACTUAL 96.21% 97.74%

VARIANCE VARIANCE +0.21% +0.74%

STATUS STATUS

 Performance of Preventive Maintenance - Monthly preventive maintenance was performed on all escalators and elevators throughout 2018 except in the month of May, when the west head house structure at Westmont Station was being repaired and the escalator was out of service to ensure the safety of our customers during the construction project.

Monthly Preventive Maintenance - 2018 Escalators - 14 Units Elevators - 11 units 100%

95%

90%

85%

80%

75%

70%

65%

60% Jan. Feb. March April May June July Aug. Sept. Oct. Nov. Dec.

Escalators - Preventive Maintenance Performed Elevators - Preventive Maintenance Performed

FINANCE

(The following data are unaudited at this time.)

PATCO Income year to date (through 10/31/2018) amounted to $23,533,052, compared with a Budget Anticipated Income of $23,082,416, a favorable variance of $450,636 (+1.95%).

Operating expenses during October, 2018 amounted to $4,165,682, compared with a Budget Anticipated Expense of $4,815,641, a favorable variance of $649,959 or +13.5%. Year to date expenses totaled $43,529,886, compared with a Budget Anticipated Expense of $48,159,513, a favorable variance of $4,629,627 or +9.61%.

During the month of October, PATCO experienced a Net Operating Loss (excluding rental and non- recurring charges) of $1,566,857. Total Cumulative Loss year to date (excluding rental and non-recurring General Manager’s Report – for January 16, 2019 Meeting charges) equaled $19,996,834. Total Cumulative Loss year to date (including Lease Rental charges) equaled $25,098,500.

Net Transit Loss (including lease expense) for the month ending 10/31/2018 was $2,077,024.

Year to Date through 10/31/2018

2018 2018 Through October 31, 2018 Budget Actual Variance Income $23,082,416 $23,533,052 $450,636 F Expenses $48,159,513 $43,529,886 $4,629,627 F Operating Ratio .4793 .5406

Passengers 8,896,415 9,037,726 141,311 F Car Miles 3,910,746 4,108,596 197,850

PERSONNEL TRANSACTIONS

The following personnel transactions occurred in December, 2018:

NAME POSITION DEPT. DATE

APPOINTMENT(S)

Mark W. Thompson Track Foreman Way & Power 12/17/2018 NJ

Thomas W. Spears Custodian Way & Power 12/18/2018 PA

APPOINTMENT(S) – TEMPORARY - None

PROMOTION(S) - None

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION

Keith O. McLeod From: Electrical Foreman Way & Power NJ To: Acting Manager, Track Way & Power 11/21/2018 to 11/23/2018 & Signals (Retro)

Joel Maldonado From: Storekeeper Purchasing NJ To: Acting Supervisor, Purchasing 12/1/2018 to 3/29/2019 Storeroom

General Manager’s Report – for January 16, 2019 Meeting

Keith O. McLeod From: Electrical Foreman Way & Power NJ To: Acting Manager, Track Way & Power 12/17/2018 to 12/31/2018 & Signals

Philip L. Spinelli From: Technical Supervisor Way & Power PA Administration/Projects To: Acting Director Way & Power 12/17/2018 to 12/17/2018

John Dobleman III From: Maintenance Foreman Way & Power NJ To: Acting Manager, Track Way & Power 12/18/2018 to 12/19/2018 Structures & Mechanical

Philip L. Spinelli From: Technical Supervisor Way & Power PA Administration/Projects To: Acting Director Way & Power 12/20/2018 to 12/21/2018

William R. Gobeler From: Technical Supervisor Transit Services NJ To: Acting Director Transit Services 12/21/2018 to 1/02/2019

Charles F. Glennan From: Manager, Power Way & Power NJ Signals & Communications To: Acting Director Way & Power 12/22/2018 to 12/24/2018

Tiffany N. Leggette From: Station Supervisor Passenger Services NJ To: Acting Money Room Passenger Services 12/24/2018 and Supervisor 12/26/2018 to 12/28/2018

Donald S. Geist From: Dispatcher Transit Services NJ To: Acting Supervising Transit Services 12/29/2018 to 3/29/2019 Dispatcher

Kelvin E. Wilburn From: Dispatcher Transit Services NJ To: Acting Supervising Transit Services 12/29/2018 to 3/29/2019 Dispatcher

TITLE CHANGES - None

UPGRADE - None

INTERAGENCY PROMOTIONS from PATCO to DRPA – None

INTERAGENCY TRANSFERS from PATCO to DRPA - None

TRANSFERS - None

General Manager’s Report – for January 16, 2019 Meeting

RETIREMENT(S) - None

RESIGNATION(S)

DECEASED – None

END OF TEMPORARY ASSIGNMENT – None

The quarterly Affirmative Action Scorecard is attached to this report.

PURCHASING & MATERIAL MANAGEMENT

During the month of December, 133 purchase orders were issued with a total value of $340,665. Of the $28,953 in monthly purchases where minority vendors could have served PATCO needs, $9,443 was awarded to MBEs and $11,731 to WBEs. The $21,173 total MBE/WBE purchases in December represent 6.21% of the total spent and 73.13% of the purchases available to MBE/WBEs. Attached to this report is the Affirmative Action Report summarizing purchases during the fourth quarter of 2018.

FARE COLLECTION

FREEDOM Service Center News - 2018 has been a very successful year for the FREEDOM Service Center. Over 17,200 calls were handled by staff along with 3,582 customers who came personally to the center for assistance. Along with the assistance provided for various issues, staff replaced 4,428 cards that had reached the 10 year mark and expired.

Our Reduced Fare Program was very popular in 2018. Over 1,870 new customers signed up for the program. The program allows for reduced fares during off peak hours for registered Senior (age 65 and above) and Disabled passengers with RFP FREEDOM cards.

Students who show educational ID can have the $5 cost of the FREEDOM card waived. Over 380 new students were able to receive a no cost FREEDOM card.

MAINTENANCE OF TRAINS (EQUIPMENT DEPARTMENT)

The following significant maintenance initiatives progressed in December:

 Fourteen (14) overhauled motors are available for installation as needed. Forty-nine (49) motors are in the overhaul process, including 20 at Swiger Coil, 21 at RAM, 4 at WALCO, and 4 at Sherwood. General Manager’s Report – for January 16, 2019 Meeting

Traction Motor Overhaul Thru December 31, 2018 Funded Account 2017 2018 Grand Total PTD31617 $ 3,885,635.68 $ 3,885,635.68 PTD31809 $ 2,130,847.21 $ 2,130,847.21 Totals $ 3,885,635.68 $ 2,130,847.21 $ 6,016,482.89

Vendor Breakdown RAM Industrial $ 1,964,031.00 $ 1,364,312.00 Sherwood $ 22,473.08 $ 61,355.00 Swiger Coil $ 1,731,850.60 $ 622,880.21 Walco Electric $ 167,281.00 $ 82,300.00 Totals $ 3,885,635.68 $ 2,130,847.21 $ 6,016,482.89 Remaining Contract Funds $ 2,983,517.11

 We established a goal of 50 truck overhauls in 2018. Forty-three (43) were assembled, with seven (7) more in progress. Truck kits are set up, including both mechanical and electrical parts in a single crate, with one crate containing what is needed to build one truck. Truck kits have been successfully used to build several new trucks and we will continue to use this process going forward.  Two (2) rebuilt gearboxes are currently available, but no (0) wheelsets are assembled to be ready for truck building. Twenty-five (25) gearboxes are at vendors for repair with 7 at UTC and 18 at Penn Machine.

Gearbox Overhaul Thru December 31, 2018 Funded Account 2016 2017 2018 Grand Total PTD31505 $ 117,995.86 $ 655,334.69 $ 773,330.55 PTD31811 $ 561,817.44 $ 561,817.44 Totals $ 117,995.86 $ 655,334.69 $ 561,817.44 $ 1,335,147.99

Vendor Breakdown UTC/RAS Penn Machine $ 117,995.86 Penn Machine $ 400,291.68 $ 481,729.64 UTC/RAS $ 255,043.01 $ 80,087.80 Totals $ 117,995.86 $ 655,334.69 $ 561,817.44 $ 1,335,147.99 Remaining Contract Funds $ 1,120,252.01

 In December the combined efforts of both shifts accomplished scrubs (intensive interior cleaning) on 30 cars; we also completed 50 exterior washes.  Overhaul of the shop continues. o DC switchgear project - The vendor is pulling cable through overhead conduit runs on a daily basis. Material is on order and expected to arrive during the first quarter of 2019. General Manager’s Report – for January 16, 2019 Meeting

 Alstom Engineering had submitted a scope of work needed to repair Car 1023, which sustained significant arc flash damage when an electrical conduit was knocked into the trackway. Sole source justification has been submitted for Board approval.  Car overhaul – We now have 116 overhauled cars on-site, all but two (2) of which have been conditionally accepted. Alstom continues to work on issues involving couplers (10 cars – material is available), HVAC starting resistors (awaiting delivery of wire), communications, battery/low voltage power (2 cars awaiting modification), and bypass switches.  The wayside monitoring and diagnostic system testing began in late July, identifying a few bugs. IS is working with the vendor to address access point settings.

MAINTENANCE OF WAY (WAY & POWER DEPARTMENT)

 Way & Power assisted with mainline rail flaw detection inspections, utilizing Herzog ultrasonic rail testing equipment.  Rail was replaced along #1 and #2 tracks (Mt. Ephraim curve area) and welding was performed.  Way & Power assisted with pole line repairs associated with the 2.4kV south signal line and 26.4kV, 324 circuit.  ROW, switch and signal inspections were performed.  Relay testing and repairs were performed at interlockings and substations.  Substation breaker maintenance was performed.  Stations, subway tunnels, and parking lots were relamped as necessary.  Support services were provided as required for the following projects: o Maintenance and repairs of escalators and elevators o BFB Bicycle Ramp – provided flagging and scheduling o BOINGO Telecommunication – provided flagging and scheduling o Lindenwold Yard – provided flagging and scheduling o Collingswood and Haddonfield Elevators – provided flagging and scheduling o Investigating track structure along Westmont Viaduct – provided flagging and scheduling

SAFETY

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

Respectfully submitted,

John D. Rink General Manager

PORT AUTHORITY TRANSIT CORPORATION COMPARATIVE STATEMENT OF REVENUE AND EXPENSES October 31, 2018 Monthly and YTD

1ST A/P 2ND A/P 3RD A/P 4TH A/P 5TH A/P 6TH A/P 7TH A/P 8TH A/P 9TH A/P 10TH A/P 11TH A/P 12TH A/P 1/31/2018 2/28/2018 3/31/2018 4/30/2018 5/31/2018 6/30/2018 7/31/2018 8/31/2018 9/30/2018 10/31/2018 11/30/2018 12/31/2018 INCOME Operating 2,158,359 2,223,296 2,218,334 2,257,666 2,329,680 2,328,748 2,223,202 2,269,099 2,215,013 2,529,333 #REF! #REF! Non-Operating 67,223 59,393 41,524 84,655 58,477 67,851 131,565 67,312 132,830 69,492 #REF! #REF! Total Income-Pd 2,225,582 2,282,689 2,259,858 2,342,321 2,388,157 2,396,599 2,354,767 2,336,411 2,347,843 2,598,825 #REF! #REF!

Total Oper.Inc.-YTD 4,381,654 6,599,989 8,857,655 11,187,335 13,516,083 15,739,286 18,008,385 20,223,397 22,752,730 #REF! #REF! Total NonOper.Inc.-YTD 126,617 168,140 252,795 311,272 379,123 510,687 577,999 710,829 780,321 #REF! #REF! Total Income-YTD 4,508,271 6,768,129 9,110,450 11,498,607 13,895,206 16,249,973 18,586,384 20,934,227 23,533,052 #REF! #REF!

EXPENSE Way & Power 1,150,146 974,530 1,263,923 1,090,015 921,426 1,244,388 1,036,561 1,015,191 1,068,237 1,116,726 ########## 0 Equipment 518,323 497,245 559,728 601,817 482,232 606,262 607,973 554,597 604,525 571,790 (5,604,491) 0 Transportation 1,698,585 1,721,466 1,662,605 1,648,746 1,546,092 1,707,913 1,764,428 1,322,388 1,591,783 1,587,585 ########## 0 Administration 535,280 676,572 569,181 547,066 554,885 508,620 755,157 828,600 592,018 483,261 (6,050,641) 0 Purchased Power 401,801 317,673 370,313 295,117 287,557 369,827 364,133 361,995 337,468 287,200 (3,393,085) 0 Ins & Claims 85,658 93,159 95,795 145,613 88,366 129,573 121,519 228,228 241,903 119,120 (1,348,935) 0 Sub-Total-Pd 4,389,793 4,280,645 4,521,545 4,328,374 3,880,558 4,566,584 4,649,772 4,310,999 4,435,934 4,165,682 ########## 0 Sub-Total-YTD 8,670,438 13,191,983 17,520,357 21,400,915 25,967,499 30,617,271 34,928,270 39,364,204 43,529,886 0 0 OPEB Accrual-PD 0 0 0 0 0 0 0 0 0 0 0 0 OPEB Accrual-YTD 0 0 0 0 0 0 0 0 0 0 0 Rent-DRPA-PD 510,163 510,167 510,167 510,167 510,167 510,167 510,167 510,167 510,167 510,167 510,167 510,167 Rent-DRPA-YTD 1,020,330 1,530,497 2,040,664 2,550,831 3,060,998 3,571,165 4,081,332 4,591,499 5,101,666 5,611,833 6,122,000 Total Expenses-Pd 4,891,352 4,790,812 5,031,712 4,838,541 4,390,725 5,076,751 5,159,939 4,821,166 4,946,101 4,675,849 ########## 510,167 Total Expenses-YTD 9,690,768 14,722,480 19,561,021 23,951,746 29,028,497 34,188,436 39,009,602 43,955,703 48,631,552 5,611,833 6,122,000

STATISTICS Passengers-PD 849,463 864,116 875,889 895,090 921,286 929,786 899,186 928,756 867,087 1,007,067 #REF! #REF! Passengers-YTD 1,713,579 2,589,468 3,484,558 4,405,844 5,335,630 6,234,816 7,163,572 8,030,659 9,037,726 #REF! #REF! Oper Rev. /Pass-Pd 2.54 2.57 2.53 2.52 2.53 2.50 2.47 2.44 2.55 2.51 #REF! #REF! Oper Rev. /Pass-YTD 2.56 2.55 2.54 2.54 2.53 2.52 2.51 2.52 2.52 #REF! #REF! Oper Exp. /Pass-Pd 5.17 4.95 5.16 4.84 4.21 4.91 5.17 4.64 5.12 4.14 #REF! #REF! Oper Exp. /Pass-YTD 5.06 5.09 5.03 4.86 4.87 4.91 4.88 4.90 4.82 #REF! #REF!

Car Miles-Pd 415,670 365,968 431,956 381,510 401,316 407,548 432,990 440,524 402,580 428,534 409,040 0 Car Miles-YTD 781,638 1,213,594 1,595,104 1,996,420 2,403,968 2,836,958 3,277,482 3,680,062 4,108,596 4,517,636 4,517,636 Oper Rev. /CM-PD 5.19 6.08 5.14 5.92 5.81 5.71 5.13 5.15 5.50 5.90 #REF! 0.00 Oper Rev. /CM-YTD 5.61 5.44 5.55 5.60 5.62 5.55 5.49 5.50 5.54 #REF! #REF! Oper Exp./CM-PD 10.56 11.70 10.47 11.35 9.67 11.21 10.74 9.79 11.02 9.72 -106.42 0.00 Oper Exp./CM-YTD 11.09 10.87 10.98 10.72 10.80 10.79 10.66 10.70 10.59 0.00 0.00

Avg. Rev. /Pass- YTD 2.62 2.63 2.61 2.61 2.61 2.60 2.61 2.59 2.61 2.60 #REF! #REF!

Port Authority Transit Corporation Analysis of Budgeted/Actual Income - Year 2018 10th Accounting Period Ending October 31, 2018

2018 Current Year-To-Date Income Budget Budget Actual Variance Budget Actual Variance Gross Passenger Revenue $25,515,000 $2,326,834 $2,434,861 $108,027 4.64% F $21,618,289 $21,963,343 $345,054 1.60% F Smart Card Sales 93,305 7,860 9,205 1,345 17.11% F 79,580 87,487 7,907 9.94% F Less: Transfers 52,000 4,575 0 4,575 100.00% F 43,850 34,766 9,085 20.72% F Net Passenger Revenue $25,556,305 $2,330,119 $2,444,066 $113,947 4.89% F $21,654,019 $22,016,064 $362,045 1.67% F

Advertising 750,000 $75,000 51,396 (23,604) -31.47% U 600,000 489,734 (110,266) -18.38% U Parking 887,700 86,810 85,267 (1,543) -1.78% U 746,420 736,666 (9,754) -1.31% U Leases & Rentals 61,382 5,115 13,144 8,029 156.96% F 51,152 218,907 167,755 327.96% F Interest 18,301 1,554 4,993 3,439 221.25% F 15,242 38,138 22,896 150.22% F Miscellaneous 18,700 1,558 (41) (1,599) n/a U 15,583 33,542 17,959 n/a F

Total Income $27,292,388 $2,500,157 $2,598,825 $98,668 3.95% F $23,082,416 $23,533,052 $450,636 1.95% F

Passengers 10,500,000 957,545 1,007,067 49,522 5.17% F 8,896,415 9,037,726 141,311 1.59% F

Port Authority Transit Corporation Comparative Analysis - 2018 Budget /Actual-Income & Departmental Expenses for the Month Ending October 31, 2018

2018 Current Year-To-Date BUDGET BUDGET ACTUAL VARIANCE BUDGET ACTUAL VARIANCE Gross Passenger Revenue $25,515,000 $2,326,834 $2,434,861 $108,027 4.6% F $21,618,289 $21,963,343 $345,054 1.6% F Smart Card Sales 93,305 7,860 9,205 1,345 17.1% F 79,580 87,487 7,907 9.9% F Less: Transfers 52,000 4,575 0 4,575 100.0% F 43,850 34,766 9,085 20.7% F Net Passenger Revenue $25,556,305 2,330,119 2,444,066 113,947 4.9% F 21,654,019 22,016,064 362,045 1.7% F

Other 1,736,083 170,038 154,759 (15,279) -9.0% U 1,428,397 1,516,987 88,591 6.2% F

Total Income $27,292,388 $2,500,157 $2,598,825 $98,668 3.9% F $23,082,416 $23,533,052 $450,636 2.0% F

Way & Power Dept. $13,100,638 $1,091,720 $1,116,726 ($25,006) -2.3% U $10,917,199 $10,881,143 $36,056 0.3% F Equipment Dept. 9,128,641 760,720 571,790 188,930 24.8% F 7,607,200 5,604,491 2,002,709 26.3% F Transportation Dept. 21,197,739 1,766,478 1,587,585 178,893 10.1% F 17,664,780 16,251,591 1,413,189 8.0% F Administration Dept. 8,403,757 700,313 483,261 217,052 31.0% F 7,003,132 6,050,641 952,491 13.6% F Insurance & Claims 1,852,964 154,414 119,120 35,294 22.9% F 1,544,136 1,348,935 195,201 12.6% F Purchased Power 4,115,271 341,996 287,200 54,796 16.0% F 3,423,066 3,393,085 29,981 0.9% F

Sub-Total $57,799,010 $4,815,641 $4,165,682 $649,959 13.5% F $48,159,513 $43,529,886 $4,629,627 9.6% F

Rent-DRPA 6,122,000 510,167 510,167 0 0.0% F 5,101,666 5,101,666 0 0.0% F

Total Expenses $63,921,010 $5,325,808 $4,675,849 $649,959 12.2% F $53,261,179 $48,631,552 $4,629,627 8.7% F

Transit Subsidy (includes rent) ($36,628,622) ($2,825,651) ($2,077,024) $748,627 26.5% F ($30,178,763) ($25,098,500) $5,080,263 16.8% F

MEMORANDUM

PORT AUTHORITY TRANSIT CORPORATION of Pennsylvania & New Jersey

TO: John Rink

FROM: David Fullerton SUBJECT: Monthly Report: Safety Department – December 2018

DATE: January 8, 2019

1. Safety Services Staff was involved in the following activities concerning Contractor Safety:  Conducted Contractor’s Safety Briefings and created the necessary follow-up reports of safety briefings as shown below (total of 22 people trained):

PATCO NUMBER DATE CONTRACTOR CONTRACT PROJECT/WORK AREA IN NO. ATTENDANCE 12/03/18 GNG Electric Contractors Contract 12-I Elevator Installation 1 Contract 12/03/18 HNTB Corporation Lindenwold Yard Rehab 1 #14N 12/03/18 M.J. Bradley Contract 12-I Elevator Installation 2 SCADA Field Equipment 12/03/18 AP Construction 1 Upgrades Camera and Call Box 12/03/18 Schneider Electric Co. 1 Maintenance 12/10/18 Burns Engineering Group Contract 12-I Elevator Installation 1 GNG Electrical 12/10/18 Contract 12-I Elevator Installation 1 Contractors Contract 12/10/18 HNTB Corporation Lindenwold Yard Rehab 1 #14N 12/10/18 M.J. Bradley Contract 12-I Elevator Installation 2 12/10/18 Vertical Systems Analysis Contract 12-I Elevator Installation 2 12/17/18 Controls & Automation Temp. Storeroom Clerk 1 12/17/18 Falasca Mechanical 57-2016(R) Woodcrest Parking Lot 2 12/17/18 Haztek, Inc. Contract 12-I Elevator Installation 1

PATCO NUMBER DATE CONTRACTOR CONTRACT PROJECT/WORK AREA IN NO. ATTENDANCE 12/17/18 Kmetz, Inc. 57-2016(R) Woodcrest Parking Lot 3 Way & Power Track 12/17/18 PATCO New Hires 1 Foreman 12/17/18 Xylem Water Solutions 57-2016(R) Woodcrest Parking Lot 1

Training Coordinated/Conducted by DRPA Safety

PATCO NUMBER DATE CONTRACTOR CONTRACT PROJECT/WORK AREA IN NO. ATTENDANCE 12/17/18 New Hire Orientation BRB C&M Mechanic 1 12/17/18 New Hire Orientation BRB Electrical Tech 1 12/17/18 New Hire Orientation Graphic Design Admin 1 12/17/18 New Hire Orientation Associate Engineer 1

Drug & Alcohol Tests – for December 2018 Random Drug only 7 Random Alcohol only 0 Random Drug & Alcohol 2 Reasonable Suspicion Drug only 0 Reasonable Suspicion Alcohol only 0 Post-Accident 0 TOTAL TESTS COMPLETED 9

2. Internal PATCO Safety Activities:

 Attended Lindenwold Yard and Viaduct Rehabilitation, Contract No. 14-N, Progress Meetings, December 3rd, December 17th, and December 31st, 2018  Attended 2019 FTA Triennial Review Kick-off Meeting, December 3rd, 2018  Attended Bike MS City to Shore Ride Review Meeting, December 3rd, 2018  Attended Camden Tunnel Infrared Camera Pre-Construction and Site Visit Meeting, December 3rd, 2018  Conducted PATCO’s Internal Safety Certification and Audit Process, December 4th, 2018  Attended PATCO’s Directors’ Meetings, December 4th and December 18th, 2018  Attended Procurement Processes Guidelines, December 4th, 2018

 Conducted AAR Final Revisions, December 5th, 2018  Conducted Maintenance Environmental Audits and Inspections for Equipment Department and Store Room, December 5th, 2018  Attended DRPA Contract 12-I, Elevator Installation Project Bi-Weekly Progress Meeting, December 5th, 2018  Attended PATCO Pedestrian and Tunnel Upgrades, Contract #3-D, December 5th  Attended AHERA Asbestos Refresher Training, Rutgers School of Public Health, December 6th, 2018  Conducted Maintenance Environmental Audits and Inspections for Way & Power Department, December 7st, 2018  Attended Franklin Square Station meeting, December 10th, 2018  Participated in Safety Specialist Interviews, December 10th and December 18th, 2018  Attended Woodcrest Platform 30% Review meeting, December 10th, 2018  Attended PATCO Staff Meeting, December 11th, 2018  Attended Progress Meeting for PATCO 60-2017, December 11th  Attended PATCO Regional Response Working Group, December 12th, 2018  Participated in Conference Call regarding Stretching, December 12th, 2018  Attended Labor Management Meeting, December 18th, 2018  Attended DRPA Asset Management Phase II Cross Functional meeting, December 19th, 2018  Attended BF-46-2016(R), BFB South Walkway, Pedestrian and Bicycle Ramp Safety Progress Meeting, December 19th, 2018  Attended NJSOA, December 20th, 2018  Conducted NJDOT Familiarization Training, December 20th, 2018  Attended PATCO Senior Staff meeting, December 21st, 2018  Attended Leadership Session, December 27th, 2018

3. Internal DRPA Safety Activities:

 Attended Project Status Meeting, BFB C&M Maintenance, December 4th, 2018  Attended 2018 C&M Managers Meeting, December 4th, 2018  Conducted WWB Shop Safety Inspections, December 4th, 11th, 18th, and 27th, 2018  Attended meetings for Contract G-31-2017, CBB and BRB Fiber Optics, December 4th and 18th, 2018  Conducted CBB Shop Safety Inspections, December 6th, 13th, 20th, and 27th, 2018  Attended BRB Weekly Staff Meeting, December 7th, 14th, 21st, and 28th, 2018  Attended BFB Safety Power Hour Presentation, December 10th, 2018  Attended Safety Sub-Committee Meeting, December 11th, 2018  Attended Franklin Square Tour, December 11th, 2018  Attended CBB Workplace Safety meeting, December 13th, 2018  Attended BFB Workplace Safety meeting, December 13th, 2018  Conducted Random D&A screenings with Interstate, December 21st, 2018  Reviewed various Health and Safety plans from contractors who were awarded construction and/or design projects during the month of December.

 Reviewed and commented on various Engineering Technical and Special Provisions documents for future DRPA projects. Conducted various site safety visits and inspections at DRPA Non-OCIP construction projects at the four bridges.

4. Joint PATCO/DRPA Safety Activities:

 Conducted and participated in weekly PATCO Contractor Safety Briefings on December 3rd, 10th, and 17th, 2018  Attended and participated in IAIC Committee Meeting, December 11th, 2018  Attended CBB Painting Phase 2, CB-31-2016R, Progress Meeting, December 11th, 2018  Attended BRB Painting Phase 1, BR-19-2016, Progress Meeting, December 12th and December 26th, 2018  Attended Hazwoper Training, 8-hour Refresher, Thorofare, NJ, December 12th, 2018  Conducted and participated in monthly SACC/Joint Workplace Committee meeting, December 13th, 2018  Attended Bridge Director’s Meeting with Safety, Risk Management and Fleet Management, December 19th, 2018

5. Joint PATCO/DRPA Safety Outside Agency Involvement.

None.

PATCO BOARD MINUTES

PORT AUTHORITY TRANSIT CORPORATION

BOARD MEETING

One Port Center 2 Riverside Drive Camden, NJ Wednesday, December 5, 2018

PRESENT

Pennsylvania Commissioners Sean Murphy (for Pennsylvania Auditor General Eugene DePasquale) Robert Borski (for Pennsylvania Treasurer Joseph Torsella) Joseph Martz (via telephone) Christopher Lewis, Esq. (via telephone) Donna Powell Angelina Perryman (via telephone)

New Jersey Commissioners Jeffrey Nash, Esq., Vice Chairman of the Board (chairing for Ryan Boyer, Chairman) Albert Frattali Aaron Nelson (for Ricardo Taylor) Frank DiAntonio Richard Sweeney Charles Fentress Daniel Christy Bruce Garganio

DRPA/PATCO Staff John T. Hanson, Chief Executive Officer Maria Wing, Deputy Chief Executive Officer Raymond J. Santarelli, General Counsel and Corporate Secretary Stephen Holden, Deputy General Counsel Narisa Sasitorn, Deputy General Counsel James White, Chief Financial Officer John Lotierzo, Director of Finance Orville Parker, Manager, Budget/Financial Analysis, Finance William Anderson, Budget Analyst, Finance Jennifer DePoder, Financial Analyst, Finance Christina Maroney, Director, Strategic Initiatives Toni P. Brown, Chief Administrative Officer Robert P. Hicks, Chief Operating Officer David Aubrey, Inspector General John Rink, General Manager, PATCO Rohan Hepkins, Assistant General Manager, PATCO

Page 1 of 6 DRPA/PATCO Staff (Continued) Mark Ciechon, Director of Finance, PATCO Jack Stief, Chief, Public Safety Richard Mosback, Director, Procurement DRPA/PATCO Richard Betts, Manager of Procurement and Storage William Shanahan, Director, Government Relations Tonyelle Cook-Artis, Manager, Government Relations Michael Venuto, Chief Engineer Nicole Ochroch, Associate Engineer, Engineering Amy Ash, Manager, Contracts Administration Larry Walton, Bridge Director, Walt Whitman and Commodore Barry Bridges Steve Reiners, Director, Fleet Management Sheila Milner, Administrative Coordinator, Corporate Secretary, OGC Elizabeth Saylor, Administrative Coordinator, Corporate Secretary, OGC Dawn Whiton, Executive Assistant to the CEO and Deputy CEO

Others Present Craig Ambrose, Associate Counsel, New Jersey Governor’s Authorities Unit Christopher Gibson, Esq., Archer & Greiner (New Jersey Counsel) Alan Kessler, Esq., Duane Morris LLP (Pennsylvania Counsel) Kristen Jones, Esq., Stradley Ronan Craig Blackman, Esq., Stradley Ronan Alan Becker, Citizens Advisory Committee Member

OPEN SESSION

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

Roll Call Vice Chairman Nash called the meeting to order at 9:38 a.m. and asked that the Corporate Secretary call the roll. The following Commissioners were present, constituting a quorum: Vice Chairman Nash, Borski, Martz, Powell, Frattali, Sweeney, Christy, Murphy, Lewis, Perryman, Garganio, DiAntonio, Nelson and Fentress.

Public Comment There was no public comment.

Page 2 of 6 Report of the General Manager General Manager Rink stated that his report stood as previously submitted. Mr. Rink stated that he was happy to announce that the free rides on New Year’s Eve was being sponsored by Heineken and its Drink Responsibly campaign. Commissioner DiAntonio moved to approve the General Manager’s Report and Commissioner Powell seconded the motion. There were no questions or comments. All Commissioners in attendance voted in the affirmative to approve the General Manager’s Report. The motion carried.

Approval of the November 21, 2018 PATCO Board Meeting Minutes Vice Chairman Nash stated that the Minutes of the November 21, 2018 PATCO Board Meeting were previously provided to the Governors of New Jersey and Pennsylvania and to the PATCO Commissioners. There were no comments on or corrections to the Minutes. Commissioner Garganio moved to approve the Minutes and Commissioner Powell seconded the motion. All Commissioners in attendance voted in the affirmative to approve the Minutes as submitted. The motion carried.

Receipt and Filing of the Previously Approved List of Purchase Orders and Contracts Covering the Month of November 2018 Vice Chairman Nash stated that the List of Previously Approved Purchase Orders and Contracts covering the month of November 2018 were previously provided to all Commissioners. There were no questions or comments on the lists. Commissioner Powell moved to receive and file the lists and Commissioner Christy seconded the motion. All Commissioners in attendance voted in the affirmative. The motion carried.

Approval of Operations & Maintenance Committee Meeting Minutes of November 27, 2018 Vice Chairman Nash stated that the Minutes of the November 27, 2018 Operations & Maintenance Committee Meeting were previously provided to all Commissioners. There were no comments or corrections on the Minutes. Commissioner Frattali moved to approve the Minutes and Commissioner Fentress seconded the motion. All Commissioners in attendance voted in the affirmative to approve the Minutes as submitted. The motion carried.

Adoption of Resolutions Approved by the Operations & Maintenance Committee on November 27, 2018 Vice Chairman Nash stated that there were three (3) Resolutions from the November 27, 2018 Operations & Maintenance Committee Meeting:

PATCO-18-038 PATCO Marketing through Promotional Efforts with Local Organizations and Venues in 2019

General Manager Rink presented a Summary Statement and Resolution that the Board authorize staff to promote PATCO ridership through co-promotions and marketing with local community organizations and venues in support of their events. Commissioner Nelson moved to approve Resolution PATCO-18-038 and Commissioner DiAntonio seconded the motion. There were no questions or comments. All Commissioners in attendance voted in the affirmative to approve the Resolution. The motion carried.

Page 3 of 6 PATCO-18-039 Industry, Historical and Technical Societies and Schools Touring PATCO Facilities in 2019

General Manager Rink presented a Summary Statement and Resolution that the Board authorize staff to allow tours of PATCO facilities to promote the exchange of information about Transit Car Technology and Maintenance and Repair activities. Commissioner Fentress moved to approve Resolution PATCO-18-039 and Commissioner Garganio seconded the motion. There were no questions or comments. All Commissioners in attendance voted in the affirmative to approve the Resolution. The motion carried.

PATCO-18-040 Promotion of PATCO to Students in 2019

General Manager Rink presented a Summary Statement and Resolution that the Board authorize staff to promote PATCO ridership through special programs for students in 2019 and to familiarize students with PATCO. Commissioner Powell moved to approve Resolution PATCO-18-040 and Commissioner DiAntonio seconded the motion. There were no questions or comments. All Commissioners in attendance voted in the affirmative to approve the Resolutions. The motion carried.

PATCO-18-041 Service Contract Modification

General Manager Rink presented a Summary Statement and Resolution that the Board authorize the execution of service contract modification(s) to PATCO-14-016, the PATCO Elevator and Escalator Maintenance and Service Agreement with SEPTA. The change modification amount would be for an amount not-to-exceed $500,000.00. He stated that this is the final year of a five (5) year agreement which ends in June of 2019. Commissioner Fentress moved to approve Resolution PATCO-18-041 and Commissioner Powell seconded the motion. There were no questions or comments. All Commissioners in attendance voted in the affirmative to approve the Resolutions. The motion carried.

PATCO-18-042 Sole/Single Source Venue for Replacement Parts for PATCO – CY 2019

General Manager Rink presented a Summary Statement and Resolution that the Board authorize staff to enter into sole or single source procurement contract for the purchase of materials from WABTEC in an amount not to exceed $450,000.00. These supplies are relate to air brake valves, cylinders and compressors. Commissioner Borski moved to approve Resolution PATCO-18-042 and Commissioner Christy seconded the motion. There were no questions or comments. All Commissioners in attendance voted in the affirmative to approve the Resolutions. The motion carried.

Approval of Finance Committee Meeting Minutes of November 28, 2018 Vice Chairman Nash stated that the Minutes of the November 28, 2018 Finance Committee Meeting were previously provided to all Commissioners. Commissioner Powell moved to approve the Minutes and Commissioner DiAntonio seconded the motion. There were no

Page 4 of 6 comments or corrections. All Commissioners in attendance voted in the affirmative to approve the Minutes as submitted. The motion carried.

Adoption of Resolution Approved by the Finance Committee on November 28, 2018 Vice Chairman Nash stated that there was one (1) Resolution from the November 28, 2018 Finance Committee Meeting for consideration and introduced the following:

PATCO-18-043 2019 PATCO Operating Budget

Chief Financial Officer White presented a Summary Statement and Resolution that the Board adopt the DRPA Operating Budget for the year 2019, which had been previously provided to all Commissioners. Commissioner Powell moved to approve Resolution PATCO-18-043 and Commissioner Sweeney seconded the motion. There were no questions or comments. All Commissioners in attendance voted in the affirmative to approve the Resolutions. The motion carried.

Unfinished Business There was no PATCO Unfinished Business.

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

PATCO-18-044 Consideration of Pending PATCO Contracts (Between $25,000 and $100,000)

Commissioner Powell moved to approve Resolution PATCO-18-044 and Commissioner Borski seconded the motion. All Commissioners in attendance voted in the affirmative to approve the Resolutions. The motion carried.

PATCO-18-045 Collective Bargaining Agreement between PATCO and Teamsters

General Counsel/Corporate Secretary Santarelli presented a Summary Statement and Resolution that the Board authorize the Collective Bargaining Agreement between DRPA and Teamsters (PATCO-18-045). Mr. Santarelli noted that this is a three year contract and included among the economic terms stated in the Resolution are the following salary increases: 4% retroactive to January 1, 2018; 0% effective January 1, 2019; 2% effective January 1, 2020. Commissioner Fentress moved to adopt Resolutions PATCO-18-045 and Commissioner Garganio seconded the motion. There were no questions or comments on the Resolution. All Commissioners in attendance voted in the affirmative to adopt the Resolutions. The motion carried.

Page 5 of 6 Adjournment Vice Chairman Nash stated that the DRPA and PATCO had an outstanding year. On behalf of Chairman Boyer and himself he expressed their appreciation to all the Commissioners who volunteer their time. He also thanked the DRPA Administration and the Employees who are dedicated to the Authority. Vice Chairman Nash also wanted to recognize Chairman Boyer for being an outstanding leader of the Authority. He stated that the Chairman’s ability to bring Pennsylvania and New Jersey together without any issue is commendable. Finally, Vice Chairman Nash wished all Happy Holidays.

Chief Executive Officer Hanson thanked the entire Board for their support this year and for leading the Authority in a positive direction.

With no further business, Commissioner DiAntonio moved to adjourn and Commissioner Borski seconded the motion. All Commissioners in attendance voted to approve the motion and the PATCO meeting was adjourned at 9:51 a.m.

Respectfully Submitted,

Raymond J. Santarelli, Esquire General Counsel and Corporate Secretary

Page 6 of 6

PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PAYMENTS

Port Authority Transit Corporation Monthly List Of Previously Approved Payments 11/01/18 through 11/30/18 Meeting Date 01/16/19

Vendor Name Item Description Resolution # / Authorization Amount A & A GLOVE & SAFETYCO. 1st Aid & Safety Equipment 25KTHRES 255.00 AIRGAS SAFETY 1st Aid & Safety Equipment 25KTHRES 80.24 ARBILL INDUSTRIES INC 1st Aid & Safety Equipment 25KTHRES 1,086.80 BRANDYWINE PACKAGING 1st Aid & Safety Equipment 25KTHRES 321.24 CL PRESSER CO 1st Aid & Safety Equipment 25KTHRES 85.00 GRAINGER 1st Aid & Safety Equipment 25KTHRES 495.96 NEW PIG CORP 1st Aid & Safety Equipment 25KTHRES 359.08 NORTON SANDBLASTING EQUIPMENT 1st Aid & Safety Equipment 25KTHRES 259.55 PENDERGAST SAFETY EQUIPMENT CO 1st Aid & Safety Equipment 25KTHRES 198.00 STAUFFER GLOVE & SAFETY 1st Aid & Safety Equipment 25KTHRES 177.12 SUPREME SAFETY, INC 1st Aid & Safety Equipment 25KTHRES 1,470.82 V.E.RALPH & SON,INC. 1st Aid & Safety Equipment 25KTHRES 329.55 1st Aid & Safety Equipment Total 5,118.36 CHARGETECH ENTERPRISES, LLC Advertising - Marketing 25KTHRES 1,394.99 GIAMBRI'S CANDY Advertising - Marketing 25KTHRES 165.00 PAPER MART INC Advertising - Marketing D-17-091 155.13 Advertising - Marketing Total 1,715.12 4IMPRINT, INC. Advertising - Promotions 25KTHRES 571.53 Advertising - Promotions Total 571.53 DUNBAR ARMORED INC. Armored Car Services D-14-093 466.82 DUNBAR ARMORED INC. Armored Car Services P-12-024 8,790.66 Armored Car Services Total 9,257.48 NETQ MULTIMEDIA CO. Backup Generator Program (Center Tower, P-18-018 207,111.00 Backup Generator Program (Center Tower, Total 207,111.00 ULINE, INC Bags/Erosion Equip 25KTHRES 448.38 Bags/Erosion Equip Total 448.38 CL PRESSER CO Brushes - Paint 25KTHRES 60.00 Brushes - Paint Total 60.00 ENCORE RAIL SYSTEMS, INC. Buildings Grounds & Maint. 25KTHRES 1,024.39 GKY INDUSTRIES Buildings Grounds & Maint. 25KTHRES 333.20 HILTI INC Buildings Grounds & Maint. 25KTHRES 396.02 HOMELAND INDUSTRIAL SUPPLY Buildings Grounds & Maint. 25KTHRES 831.68 KSL SUPPLIES INC. Buildings Grounds & Maint. 25KTHRES 600.00 MORTON SALT INC. Buildings Grounds & Maint. D-18-070 23,848.13 Buildings Grounds & Maint. Total 27,033.42 NORTHEAST COMMUNICATIONS GROUP INC. Camera-ECB and Parking Lot Entry Gate Re P-18-019 149,718.00 Camera-ECB and Parking Lot Entry Gate Re Total 149,718.00 PATCO - Change Delivery Reimburseme Change Delivery Reimbursement NONE 400.00 Change Delivery Reimbursement Total 400.00 BIOCHEM SYSTEMS INC. Cleaning Materials 25KTHRES 681.10 INDCO INC Cleaning Materials 25KTHRES 679.00 KSL SUPPLIES INC. Cleaning Materials 25KTHRES 172.80 M S C INDUSTRIAL SUPPLY CO. INC. Cleaning Materials 25KTHRES 94.62 Cleaning Materials Total 1,627.52 AMERIHEALTH INSURANCE COMPANY Cobra Reimbursement Receivable D-17-058 946.21 DELTA DENTAL OF NEW JERSEY, INC. Cobra Reimbursement Receivable D-17-059 66.67 VISION BENEFITS OF AMERICA Cobra Reimbursement Receivable D-17-060 10.20 Cobra Reimbursement Receivable Total 1,023.08 COUNTY CONSERVATION COMPANY, LLC Contract Service Expense 25KTHRES 108.00 FLANAGAN'SAUTO&TRUCKSERVICEOFNJ ContractService Expense 25KTHRES 525.00 HALO HOUSE ANIMAL RESORT Contract Service Expense 25KTHRES 559.86 ONE CALL CONCEPTS Contract Service Expense 25KTHRES 70.00 PETSMART STORE# 1225 Contract Service Expense 25KTHRES 169.95 REPUBLIC SERVICES Contract Service Expense P-17-016 4,796.83 SLATE BELT SAFETY Contract Service Expense 25KTHRES 370.00 TAB INC. Contract Service Expense 25KTHRES 150.00 TERMINIX Contract Service Expense 25KTHRES 750.00 WASTEMANAGEMENTOF NEW JERSEY,INC ContractService Expense P-17-003 1,480.92 Contract Service Expense Total 8,980.56 EPLUS TECHNOLOGY, INC. Data Proc Servers & Switches D-18-091 25,237.65 Data Proc Servers & Switches Total 25,237.65 RIGGINS INC. Diesel Fuel D-17-051 3,171.19 Diesel Fuel Total 3,171.19 BILLOWS ELEC SUPPLY CO I NC Direct Materials 25KTHRES 450.43 COLONIAL ELECTRIC SUPPLY Direct Materials 25KTHRES 107.89 CONROY, INC. Direct Materials 25KTHRES 1,350.28 EDWARD KURTH & SONS INC Direct Materials 25KTHRES 2,314.16 HADDON LOCKSMITH Direct Materials 25KTHRES 105.00 HOME DEPOT CREDIT SERVICES Direct Materials 25KTHRES 640.71 JAMAICA BEARINGS CO INC. Direct Materials P-17-038 702.10 JUST CERAMIC TILE Direct Materials 25KTHRES 166.93 LOWE'S Direct Materials 25KTHRES 347.51 MAGNOLIA GARDEN VILLAGE Direct Materials 25KTHRES 42.00 NATIONAL PAVING Direct Materials 25KTHRES 138.05 PEIRCE-PHELPS, INC Direct Materials 25KTHRES 389.44 Direct Materials Total 6,754.50 ACE PLUMBING & ELECTRICAL SUPPLIES Electrical & Signal Parts 25KTHRES 322.46 COOPER ELECTRIC SUPPLY CO. Electrical & Signal Parts 25KTHRES 57.12 NEWARK ELEMENT 14 Electrical & Signal Parts 25KTHRES 380.75 PEMBERTON ELECTRICAL SUPPLYCOMPANY Electrical& SignalParts 25KTHRES 939.50 RUMSEY ELECTRIC COMPANY Electrical & Signal Parts 25KTHRES 3,158.00 S&C DISTRIBUTION COMPANY Electrical & Signal Parts 25KTHRES 3,409.46 WALKER AND ASSOCIATES, INC. Electrical & Signal Parts 25KTHRES 339.20 Electrical & Signal Parts Total 8,606.49 ALLIED ELECTRONICS & AUTOMATION Electrical Components & Parts 25KTHRES 230.93 COOPER ELECTRIC SUPPLY CO. Electrical Components & Parts 25KTHRES 262.40 FRANKLIN - GRIFFITH, LLC Electrical Components & Parts 25KTHRES 1,753.79 PEMBERTON ELECTRICAL SUPPLYCOMPANY Electrical Components & Parts 25KTHRES 98.48 SUPREME SAFETY, INC Electrical Components & Parts 25KTHRES 936.00 TRI-STATE INDUSTRIAL DISTRIB. OF NJ Electrical Components & Parts 25KTHRES 18.00 Electrical Components & Parts Total 3,299.60 ALLIED ELECTRONICS & AUTOMATION Electrical Equipment & Supplies 25KTHRES 37.00 PEMBERTON ELECTRICAL SUPPLY COMPANY Electrical Equipment & Supplies 25KTHRES 670.12 UNITED ELECTRIC Electrical Equipment & Supplies 25KTHRES 403.20 Electrical Equipment & Supplies Total 1,110.32 ATLANTIC CITY ELECTRIC Electricity Expense Utility 57.41 PSE&G CO. Electricity Expense Utility 21,064.85 SEPTA Electricity Expense Utility 185.74 Electricity Expense Total 21,308.00 AFLAC Employee Payroll Deductions NONE 10,323.98 NATIONAL DRIVE Employee Payroll Deductions NONE 10.00 TREASURER - STATE OF NEW JERSEY Employee Payroll Deductions NONE 61,683.66 UNITED WAY OF GREATER PHILA Employee Payroll Deductions NONE 583.40 VOYA FINANCIAL Employee Payroll Deductions NONE 58,000.41 Employee Payroll Deductions Total 130,601.45 GLOBAL EQUIPMENT CO. Equipment & Tools 25KTHRES 2,724.51 SNAP-ON INDUSTRIAL Equipment & Tools 25KTHRES 8.97 SWS VIDMARLISTA Equipment & Tools 25KTHRES 150.00 Equipment & Tools Total 2,883.48 ALLIED ELECTRONICS & AUTOMATION Fare Collection Equipment 25KTHRES 263.61 COIN ACCEPTORS Fare Collection Equipment 25KTHRES 232.81 CUBIC TRANSPORTATION SYSTEMS Fare Collection Equipment P-17-038 25,354.06 GKY INDUSTRIES Fare Collection Equipment 25KTHRES 10.50 Fare Collection Equipment Total 25,860.98 AALL AMERICAN FASTENERS Fasteners 25KTHRES 161.35 GKY INDUSTRIES Fasteners 25KTHRES 986.11 HILTI INC Fasteners 25KTHRES 115.42 SHALLCROSS BOLT AND SPECIALTIES CO. Fasteners 25KTHRES 474.58 TRI-STATE INDUSTRIAL DISTRIB. OF NJ Fasteners 25KTHRES 57.00 WABTEC PASSENGER TRANSIT Fasteners P-18-008 200.00 Fasteners Total 1,994.46 INTERNAL REVENUE SERVICE Federal/FICA Payroll Taxes NONE 566,874.51 Federal/FICA Payroll Taxes Total 566,874.51 IRVINE FIRE & SAFETY Fire Protection Equip 25KTHRES 1,924.00 Fire Protection Equip Total 1,924.00 FUCHS LUBRICANTS CO Fuel/Oil/Grease 25KTHRES 1,045.10 GRAINGER Fuel/Oil/Grease 25KTHRES 478.63 HOUGH PETROLEUM Fuel/Oil/Grease 25KTHRES 163.44 MOTION INDUSTRIES Fuel/Oil/Grease 25KTHRES 1,376.86 PPC LUBRICANTS, INC. Fuel/Oil/Grease 25KTHRES 1,773.82 SOUTH JERSEY WELDING SUPPLY CO Fuel/Oil/Grease 25KTHRES 173.18 TRI-STATE INDUSTRIAL DISTRIB. OF NJ Fuel/Oil/Grease 25KTHRES 258.24 Fuel/Oil/Grease Total 5,269.27 W.B. MASON CO. INC Furniture 25KTHRES 133.10 Furniture Total 133.10 RIGGINS INC. Gasoline - Unleaded D-17-051 11,968.99 Gasoline - Unleaded Total 11,968.99 UTC/RAS Gearbox Rebuild P-18-026 26,878.22 Gearbox Rebuild Total 26,878.22 SYMETRA LIFE INSURANCE COMP. Group LIfe & Accident Insurance Payable D-17-074 37,162.87 Group LIfe & Accident Insurance Payable Total 37,162.87 A&M INDUSTRIAL SUPPLY Hand Tools 25KTHRES 240.75 CONTEMPORARY MACHINERY & Hand Tools 25KTHRES 1,398.97 COOPER ELECTRIC SUPPLY CO. Hand Tools 25KTHRES 239.40 EHMKE MANUFACTURING COMPANY, INC. Hand Tools 25KTHRES 1,470.20 MCMASTER-CARR SUPPLY COMPANY Hand Tools 25KTHRES 63.16 PEMBERTON ELECTRICAL SUPPLYCOMPANY Hand Tools 25KTHRES 52.00 SNAP-ON INDUSTRIAL Hand Tools 25KTHRES 3,385.83 TRI-STATE INDUSTRIAL DISTRIB. OF NJ Hand Tools 25KTHRES 252.10 Hand Tools Total 7,102.41 SOUTH JERSEY GAS COMPANY Heating Expense Utility 6,304.90 Heating Expense Total 6,304.90 TOZOUR ENERGY SYSTEMS, INC. HVAC 25KTHRES 9,142.00 TRI-DIM FILTER CORPORATION HVAC 25KTHRES 1,161.17 HVAC Total 10,303.17 ASPEN REFRIGERENTS, INC. Industrial Gases 25KTHRES 17,287.50 Industrial Gases Total 17,287.50 CENTRAL POLY CORP. Janitorial Supplies P-18-028 1,719.20 GENERAL CHEMICAL AND SUPPLY Janitorial Supplies 25KTHRES 155.20 HOMELAND INDUSTRIAL SUPPLY Janitorial Supplies 25KTHRES 627.12 INDCO INC Janitorial Supplies 25KTHRES 1,248.80 LINDLEY ELECTRIC SUPPLY Janitorial Supplies 25KTHRES 208.81 TRI-STATE INDUSTRIAL DISTRIB. OF NJ Janitorial Supplies 25KTHRES 75.60 VALLEN DISTRIBUTION, INC. Janitorial Supplies 25KTHRES 261.82 Janitorial Supplies Total 4,296.55 SWS VIDMARLISTA Material Handling & Storage 25KTHRES 4,773.19 Material Handling & Storage Total 4,773.19 WABTEC GLOBAL SERVICES Material Inventory P-17-038 139.71 Material Inventory Total 139.71 AMERIHEALTH INSURANCE COMPANY Medical D-17-058 178,892.41 DELTA DENTAL OF NEW JERSEY, INC. Medical D-17-059 7,089.01 VISION BENEFITS OF AMERICA Medical NONE 824.60 Medical Total 186,806.02 G A BLANCO & SONS INC. Office Equipment 25KTHRES 476.00 STAPLES ADVANTAGE Office Equipment 25KTHRES 127.79 Office Equipment Total 603.79 PAPER MART INC Office Supplies D-17-091 119.10 PAPER MART INC Office Supplies D-17-091 567.00 ULINE, INC Office Supplies 25KTHRES 163.41 W.B. MASON CO. INC Office Supplies D-17-085 3,163.36 Office Supplies Total 4,012.87 W.B. MASON CO. INC Other Office Expenses D-17-037 436.24 Other Office Expenses Total 436.24 PA DEPT OF REVENUE PA Payroll Taxes NONE 10,006.22 PA Payroll Taxes Total 10,006.22 OLIVER COMMUNICATIONS GROUP INC. PA REPLACEMENT SYSTEM P-18-017 179,600.00 PA REPLACEMENT SYSTEM Total 179,600.00 TRI-STATE INDUSTRIAL DISTRIB. OF NJ Paint-Coatings 25KTHRES 132.96 Paint-Coatings Total 132.96 EPLUS TECHNOLOGY, INC. PATCO Switch & Firewall Replacement D-18-038 132,800.00 PATCO Switch & Firewall Replacement Total 132,800.00 PATCO - Payroll Account Payroll For Accounting Period NONE 1,533,478.13 Payroll For Accounting Period Total 1,533,478.13 PNC BANK P-CARD P-Card Purchases NONE 32,278.22 P-Card Purchases Total 32,278.22 PASTATEEMPLOYEESRETIREMENTSYSTE Pension&Benefits NONE 48,011.00 Pension & Benefits Total 48,011.00 CITY OF PHILADELPHIA Philadelphia Payroll Taxes NONE 5,297.83 Philadelphia Payroll Taxes Total 5,297.83 TRI-STATE INDUSTRIAL DISTRIB. OF NJ Plumbing Equipment & Supplies 25KTHRES 34.00 Plumbing Equipment & Supplies Total 34.00 RAY ALLEN MANUFACTURING, LLC Police Equipment & Supplies 25KTHRES 146.89 Police Equipment & Supplies Total 146.89 FEDERAL EXPRESS CORPORATION Postage Expenses 25KTHRES 202.50 Postage Expenses Total 202.50 UNITED STATES POSTAL SERVICE Prepaid Postage 25KTHRES 1,500.00 Prepaid Postage Total 1,500.00 BENEFIT HARBOR LP Professional Fees - Consulting D-17-077 2,351.04 STV INCORPORATED Professional Fees - Consulting P-15-024 16,437.59 Professional Fees - Consulting Total 18,788.63 STEVENS & LEE Professional Fees - Labor Relations D-17-086 12,829.14 Professional Fees - Labor Relations Total 12,829.14 US REGIONAL OCCUPATIONAL HEALTH II Professional Fees - Medical D-14-103 2,218.20 Professional Fees - Medical Total 2,218.20 CERTIFIED SPEEDOMETER SERVICE Professional Services 25KTHRES 260.00 Professional Services Total 260.00 PECO ENERGY Purchased Power NONE 43,123.92 Purchased Power Total 43,123.92 Y-PERS, INC. Rags, Shop Towels 25KTHRES 731.25 Rags, Shop Towels Total 731.25 CLEAN VENTURE, INC. Rail Car Cleaning Materials P-16-019 10,890.00 Rail Car Cleaning Materials Total 10,890.00 IRON MOUNTAIN INCORPORATED Records Management Fees D-17-035 241.21 Records Management Fees Total 241.21 ADAM ZIELINSKI Refund 25KTHRES 20.00 BETH STOERRIE Refund 25KTHRES 15.00 CHARLES BROTSTEIN Refund 25KTHRES 10.00 DAVID SILVER Refund 25KTHRES 50.00 DENNIS LACOVARA Refund 25KTHRES 12.00 HANEEF WHITE Refund 25KTHRES 10.00 JULIAN HERCZFELD Refund 25KTHRES 50.00 KRISTINE M. SAMMS Refund 25KTHRES 40.00 LATASHA WASHINGTON Refund 25KTHRES 14.40 NARKQUELL CARMICKEL Refund 25KTHRES 10.00 NATALIE DeNUNZIO Refund 25KTHRES 10.00 VERONICA LEX Refund 25KTHRES 26.00 Refund Total 267.40 MODSPACE Rental - Property & Other Equipment 25KTHRES 821.30 Rental - Property & Other Equipment Total 821.30 DIRECTV Rental Expenses - Other 25KTHRES 75.24 Rental Expenses - Other Total 75.24 SAR AUTOMOTIVE Repair Parts - Other Equipment 25KTHRES 700.00 Repair Parts - Other Equipment Total 700.00 JOSEPH FAZZIO INC. Repairs and Maintenance - Other 25KTHRES 165.48 Repairs and Maintenance - Other Total 165.48 QUAL LYNX (ACH TRANSFER) Reserve for Self Insurance P-17-046 16,157.51 Reserve for Self Insurance Total 16,157.51 AMERIHEALTH INSURANCE COMPANY Retiree Medical Insurance D-17-058 25,142.00 UNITED HEALTHCARE Retiree Medical Insurance D-17-075 47,446.27 Retiree Medical Insurance Total 72,588.27 HORIZON BLUE CROSS BLUE SHIELD OF N Retiree Medical Perscription Insurance D-17-076 21,305.05 Retiree Medical Perscription Insurance Total 21,305.05 MED-TEX SERVICES INC Security Supplies & Equipment 25KTHRES 588.35 OXYGEN SUPPORT SYSTEMS, INC. Security Supplies & Equipment 25KTHRES 97.95 R&R RADAR, INC. Security Supplies & Equipment 25KTHRES 3,020.00 Security Supplies & Equipment Total 3,706.30 COMCAST BUSINESS Software License Fees P-16-010 2,000.00 Software License Fees Total 2,000.00 EFFECTIVE CONTROLS EAST Steam & Hot Water Access. 25KTHRES 285.38 Steam & Hot Water Access. Total 285.38 TEAMSTERS HEALTH & WELFARE Teamsters Health and Welfare D-18-090 1,604.01 TEAMSTERS HEALTH & WELFARE Teamsters Health and Welfare P-16-013 310,160.61 Teamsters Health and Welfare Total 311,764.62 TEAMSTER PENSION FUND Teamsters Pension D-16-013 117,446.52 Teamsters Pension Total 117,446.52 TEAMSTERS LOCAL UNION 676 Teamsters Union Dues NONE 11,678.00 Teamsters Union Dues Total 11,678.00 SAP NATIONAL SECURITY SERVICES INC Technology Service Contracts D-18-024 195,664.69 Technology Service Contracts Total 195,664.69 VERIZON Telephone & Telecom Expense Utility 1,144.06 Telephone & Telecom Expense Total 1,144.06 ACCOUNTANTS FOR YOU Temporary Services D-17-062 11,209.74 CONTROLS AND AUTOMATION CONSULTANTS Temporary Services D-17-062 5,971.20 PERRY RESOURCES Temporary Services D-17-062 4,993.75 Temporary Services Total 22,174.69 TIRE CORRAL Tires and Tubes 25KTHRES 144.71 Tires and Tubes Total 144.71 ENCORE RAIL SYSTEMS, INC. Track & Right of Way Maint 25KTHRES 430.00 GAMUT SUPPLY, LLC Track & Right of Way Maint 25KTHRES 632.50 GEISMAR NORTH AMERICA, INC. Track & Right of Way Maint 25KTHRES 4,838.14 GKY INDUSTRIES Track & Right of Way Maint 25KTHRES 10.40 HOUGEN MFG Track & Right of Way Maint 25KTHRES 4,273.89 RAILROAD TOOLS AND SOLUTIONS LLC Track & Right of Way Maint 25KTHRES 1,060.00 THERMAL-FLEX SYSTEMS, INC. Track & Right of Way Maint 25KTHRES 8,162.00 Track & Right of Way Maint Total 19,406.93 RAM INDUSTRIAL SERVICES, LLC Traction Motor Rebuilds P-16-018 51,719.00 SHERWOOD ELECTROMOTION INC. Traction Motor Rebuilds P-16-018 29,361.00 SWIGER COIL SYSTEMS Traction Motor Rebuilds P-16-018 41,110.00 WALCO ELECTRIC COMPANY Traction Motor Rebuilds P-16-018 11,961.00 Traction Motor Rebuilds Total 134,151.00 Jesse L. Mickel Training Course Fees 25KTHRES 18.53 Training Course Fees Total 18.53 CITY OF PHILADELPHIA Training Registration Fees 25KTHRES 100.00 Training Registration Fees Total 100.00 ACCOUNTANTS FOR YOU Transit Ambassadors P-16-003 33,286.50 Transit Ambassadors Total 33,286.50 JOHNSTONE SUPPLY Transit Car Equipment-Electrical 25KTHRES 83.84 WABTEC GLOBAL SERVICES Transit Car Equipment-Electrical P-17-038 2,754.78 Transit Car Equipment-Electrical Total 2,838.62 AALL AMERICAN FASTENERS Transit Car Equipment-Mechanical 25KTHRES 91.80 CAPITAL GASKET & RUBBER CORP. Transit Car Equipment-Mechanical 25KTHRES 68.75 CL PRESSER CO Transit Car Equipment-Mechanical 25KTHRES 259.00 FRANKLIN FIBRE-LAMITEX CORP. Transit Car Equipment-Mechanical 25KTHRES 535.20 GMI LLC Transit Car Equipment-Mechanical 25KTHRES 10,766.44 H. C. WARNER, INC. Transit Car Equipment-Mechanical 25KTHRES 1,321.33 HELWIG CARBON PRODUCTS, INC. Transit Car Equipment-Mechanical P-17-038 72.50 LMC-PLASTICSOURCE Transit Car Equipment-Mechanical P-18-014 7,775.00 SNAP-ON INDUSTRIAL Transit Car Equipment-Mechanical 25KTHRES 277.04 THE HORNE PRODUCTS, INC. Transit Car Equipment-Mechanical P-18-009 606.80 TRI-DIM FILTER CORPORATION Transit Car Equipment-Mechanical 25KTHRES 2,429.30 TRI-STATE INDUSTRIAL DISTRIB. OF NJ Transit Car Equipment-Mechanical 25KTHRES 689.80 WABTEC GLOBAL SERVICES Transit Car Equipment-Mechanical P-17-038 45,357.66 WABTEC PASSENGER TRANSIT Transit Car Equipment-Mechanical P-18-008 19,601.10 Transit Car Equipment-Mechanical Total 89,851.72 David D. Fullerton Travel Expenses 25KTHRES 778.29 Jesse L. Mickel Travel Expenses 25KTHRES 49.05 John G. Peterson Travel Expenses 25KTHRES 54.50 John J. Robb Travel Expenses 25KTHRES 81.21 Joseph M. Mcgonigle Travel Expenses 25KTHRES 44.15 Mark S. Ciechon Travel Expenses 25KTHRES 72.49 Travel Expenses Total 1,079.69 Patrick J. Charles Tuition Reimbursement Expense 25KTHRES 321.00 Tuition Reimbursement Expense Total 321.00 NJ DEPT. OF LABOR & WORKFORCE DEVEL Unemployment Benefits Payable NONE 16,868.70 Unemployment Benefits Payable Total 16,868.70 UNIFIRST CORPORATION Uniform Cleaning Expense P-15-015 3,334.76 Uniform Cleaning Expense Total 3,334.76 A & A GLOVE & SAFETYCO. Uniform Expense 25KTHRES 4,452.58 A&A SALES ASSOCIATES, LLC Uniform Expense 25KTHRES 694.65 NORTHSTAR INDUSTRIAL SUPPLY, LLC Uniform Expense 25KTHRES 6,594.96 PNC BANK P-CARD Uniform Expense 25KTHRES 1,853.11 QUIKSTITCH EMBROIDERY Uniform Expense 25KTHRES 373.00 Uniform Expense Total 13,968.30 NAPA AUTO PARTS Vehicle Parts for Repairs D-18-013 1,955.04 Vehicle Parts for Repairs Total 1,955.04 EXPERTPAY CHILD SUPPORT Wage Attachment NONE 14,705.40 NEW JERSEY FAMILY SUPPORT PAYMENT Wage Attachment NONE 1,500.00 Wage Attachment Total 16,205.40 CAMDEN COUNTY MUNICIPAL UTILITIES Water & Sewer Expense Utility 2,904.00 CITY OF CAMDEN Water & Sewer Expense Utility 139.34 CITY OF PHILA Water & Sewer Expense Utility 5,848.75 NEW JERSEY AMERICAN WATER Water & Sewer Expense Utility 1,779.19 Water & Sewer Expense Total 10,671.28 T. SLACK ENVIRONMENTAL SERVICES Water Testing D-17-024 1,900.00 Water Testing Total 1,900.00 ACADACA, LLC Web Hosting P-18-005 45,000.00 Web Hosting Total 45,000.00 SOUTH JERSEY WELDING SUPPLY CO Welding Eqp & Supply 25KTHRES 54.80 Welding Eqp & Supply Total 54.80 QUAL LYNX (ACH TRANSFER) Worker's Comp Reserve P-17-046 100,317.80 Worker's Comp Reserve Total 100,317.80 Grand Total 4,838,159.27 * D indicates a DRPA resolution * P indicates a PATCO resolution Port Authority Transit Corporation Monthly List Of Previously Approved Payments 12/01/18 through 12/31/18 Meeting Date 01/16/19

Vendor Name Item Description Resolution # / Authorization Amount ARBILL INDUSTRIES INC 1st Aid & Safety Equipment 25KTHRES 490.83 BURLINGTON SAFETY LAB. 1st Aid & Safety Equipment 25KTHRES 1,316.93 STAUFFER GLOVE & SAFETY 1st Aid & Safety Equipment 25KTHRES 386.76 SUPREME SAFETY, INC 1st Aid & Safety Equipment 25KTHRES 1,873.20 1st Aid & Safety Equipment Total 4,067.72 PAPER MART INC Advertising - Marketing 25KTHRES 1,020.20 Advertising - Marketing Total 1,020.20 DERO Air Compress/Access. 25KTHRES 2,782.56 Air Compress/Access. Total 2,782.56 DUNBAR ARMORED INC. Armored Car Services D-14-093 466.82 Armored Car Services Total 466.82 PEPCO MANUFACTURING CO Auto Maintenance & Repair 25KTHRES 443.30 WILLIER ELECTRIC COMPANY Auto Maintenance & Repair 25KTHRES 1,587.30 Auto Maintenance & Repair Total 2,030.60 NETQ MULTIMEDIA CO. Backup Generator Program P-18-018 186,401.00 Backup Generator Program Total 186,401.00 CL PRESSER CO Brushes - Paint 25KTHRES 339.12 MCMASTER-CARR SUPPLY COMPANY Brushes - Paint 25KTHRES 198.10 Brushes - Paint Total 537.22 INDCO INC Buildings Grounds & Maint. 25KTHRES 264.00 JAMES DOORCHECK INC. Buildings Grounds & Maint. 25KTHRES 1,320.00 ORR SAFETY CORPORATION Buildings Grounds & Maint. 25KTHRES 157.23 PANDROL USA, LP Buildings Grounds & Maint. 25KTHRES 668.40 VOSSLOH TRACK MATERIAL INC Buildings Grounds & Maint. 25KTHRES 814.00 Buildings Grounds & Maint. Total 3,223.63 AMERIHEALTH INSURANCE COMPANY Cobra Reimbursement Receivable D-18-080 946.21 VISION BENEFITS OF AMERICA Cobra Reimbursement Receivable D-17-060 20.40 Cobra Reimbursement Receivable Total 966.61 FRANKLIN - GRIFFITH, LLC Computer Accessories & Supplies 25KTHRES 2,112.00 MARLAC ELECTRONICS A DIV OF SYSCOM Computer Accessories & Supplies 25KTHRES 394.20 QUIKSTITCH EMBROIDERY Computer Accessories & Supplies 25KTHRES 229.00 Computer Accessories & Supplies Total 2,735.20 A & L SEPTIC SERVICES Contract Service Expense 25KTHRES 1,072.00 COUNTY CONSERVATION COMPANY, LLC Contract Service Expense 25KTHRES 90.00 FOLEY, INCORPORATED Contract Service Expense 25KTHRES 2,840.00 ONE CALL CONCEPTS Contract Service Expense 25KTHRES 46.25 PETSMART STORE# 1225 Contract Service Expense 25KTHRES 120.45 REPUBLIC SERVICES Contract Service Expense P-17-016 1,354.69 SEPTA Contract Service Expense P-14-016 63,577.85 SLATE BELT SAFETY Contract Service Expense 25KTHRES 185.00 TERMINIX Contract Service Expense 25KTHRES 375.00 WASTE MANAGEMENT OF NEW JERSEY, INC Contract Service Expense 25KTHRES 19.00 Contract Service Expense Total 69,680.24 EPLUS TECHNOLOGY, INC. Data Proc Servers & Switches D-18-091 10,408.68 FISHER UNITECH Data Proc Servers & Switches 25KTHRES 1,495.00 Data Proc Servers & Switches Total 11,903.68 RIGGINS INC. Diesel Fuel D-18-063 5,136.61 Diesel Fuel Total 5,136.61 CONROY, INC. Direct Materials 25KTHRES 233.35 HOME DEPOT CREDIT SERVICES Direct Materials 25KTHRES 957.62 LOWE'S Direct Materials 25KTHRES 222.52 PEIRCE-PHELPS, INC Direct Materials 25KTHRES 138.81 SOUTH CAMDEN IRON WORKS Direct Materials 25KTHRES 141.95 Direct Materials Total 1,694.25 TWINCO MFG. CO., INC. Dragging Equipment Detector Indicator 25KTHRES 13,750.00 Dragging Equipment Detector Indicator Total 13,750.00 TRANSPORTATION LEARNING CENTER Educational Services/Training P-17-039 13,500.00 Educational Services/Training Total 13,500.00 BILLOWS ELEC SUPPLY CO I NC Electrical & Signal Parts 25KTHRES 1,845.25 KSL SUPPLIES INC. Electrical & Signal Parts 25KTHRES 682.00 MARTEK INDUSTRIES, INC. Electrical & Signal Parts 25KTHRES 516.35 PEMBERTON ELECTRICAL SUPPLY COMPANY Electrical & Signal Parts 25KTHRES 130.20 Electrical & Signal Parts Total 3,173.80 ARBILL INDUSTRIES INC Electrical Components & Parts 25KTHRES 340.80 BARTUK HOSE & HYDRAULICS Electrical Components & Parts 25KTHRES 396.39 ELECTRO WIRE Electrical Components & Parts 25KTHRES 245.00 ELECTRO WIRE Electrical Components & Parts 25KTHRES 7,190.00 UNITED ELECTRIC Electrical Components & Parts 25KTHRES 97.50 Electrical Components & Parts Total 8,269.69 COOPER ELECTRIC SUPPLY CO. Electrical Equipment & Supplies 25KTHRES 60.00 ELECTRONIC CONNECTIONS INTERNATIONA Electrical Equipment & Supplies 25KTHRES 112.00 FRANKLIN - GRIFFITH, LLC Electrical Equipment & Supplies 25KTHRES 105.00 Y-PERS, INC. Electrical Equipment & Supplies 25KTHRES 558.00 Electrical Equipment & Supplies Total 835.00 ATLANTIC CITY ELECTRIC Electricity Expense Utility 33.71 PSE&G CO. Electricity Expense Utility 16,869.36 SEPTA Electricity Expense Utility 92.87 Electricity Expense Total 16,995.94 AFLAC Employee Payroll Deductions NONE 13,043.55 NATIONAL DRIVE Employee Payroll Deductions NONE 8.00 TREASURER - STATE OF NEW JERSEY Employee Payroll Deductions NONE 49,932.88 UNITED WAY OF GREATER PHILA Employee Payroll Deductions NONE 466.72 VOYA FINANCIAL Employee Payroll Deductions NONE 45,457.00 Employee Payroll Deductions Total 108,908.15 PAPER MART INC Envelopes, Plain/Printing 25KTHRES 61.45 Envelopes, Plain/Printing Total 61.45 JOSEPH FAZZIO INC. Equipment & Tools 25KTHRES 274.44 SOUTH JERSEY WELDING SUPPLY CO Equipment & Tools 25KTHRES 13.06 TRANSIT OUTSOURCE COMPANY Equipment & Tools 25KTHRES 114.20 Equipment & Tools Total 401.70 CUBIC TRANSPORTATION SYSTEMS Fare Collection Equipment P-17-038 22,649.34 TEAM ONE REPAIR, INC. Fare Collection Equipment 25KTHRES 449.56 Fare Collection Equipment Total 23,098.90 BDF CHEMICAL CO INC Fasteners 25KTHRES 25.95 CONTROL GROUP Fasteners 25KTHRES 684.24 FASTENAL COMPANY Fasteners 25KTHRES 30.71 GKY INDUSTRIES Fasteners 25KTHRES 59.10 GRAINGER Fasteners 25KTHRES 98.41 HILTI INC Fasteners 25KTHRES 1,452.36 MCMASTER-CARR SUPPLY COMPANY Fasteners 25KTHRES 112.00 SHALLCROSS BOLT AND SPECIALTIES CO. Fasteners 25KTHRES 539.25 UKM TRANSIT PRODUCTS, INC. Fasteners P-17-039 4,060.00 Fasteners Total 7,062.02 INTERNAL REVENUE SERVICE Federal/FICA Payroll Taxes NONE 451,960.01 Federal/FICA Payroll Taxes Total 451,960.01 APPLIED INDUSTRIAL TECHNOLOGIES Fuel/Oil/Grease 25KTHRES 166.70 M S C INDUSTRIAL SUPPLY CO. INC. Fuel/Oil/Grease 25KTHRES 425.76 TRI-STATE INDUSTRIAL DISTRIB. OF NJ Fuel/Oil/Grease 25KTHRES 382.20 Fuel/Oil/Grease Total 974.66 GLOBAL EQUIPMENT CO. Furniture 25KTHRES 91.89 Furniture Total 91.89 RIGGINS INC. Gasoline - Unleaded D-18-063 9,048.95 Gasoline - Unleaded Total 9,048.95 PENN MACHINE COMPANY LLC Gearbox Rebuild P-18-026 10,471.84 Gearbox Rebuild Total 10,471.84 SYMETRA LIFE INSURANCE COMP. Group LIfe & Accident Insurance Payable D-17-074 37,128.72 Group LIfe & Accident Insurance Payable Total 37,128.72 A&M INDUSTRIAL SUPPLY Hand Tools 25KTHRES 26.75 ALLIED ELECTRONICS & AUTOMATION Hand Tools 25KTHRES 217.01 CAMDEN TOOL Hand Tools 25KTHRES 74.72 CL PRESSER CO Hand Tools 25KTHRES 163.00 CONTEMPORARY MACHINERY & Hand Tools 25KTHRES 1,164.00 COOPER ELECTRIC SUPPLY CO. Hand Tools 25KTHRES 63.00 GKY INDUSTRIES Hand Tools 25KTHRES 224.00 GRAINGER Hand Tools 25KTHRES 366.90 M S C INDUSTRIAL SUPPLY CO. INC. Hand Tools 25KTHRES 356.69 SNAP-ON INDUSTRIAL Hand Tools 25KTHRES 1,338.50 TRI-STATE INDUSTRIAL DISTRIB. OF NJ Hand Tools 25KTHRES 186.30 Hand Tools Total 4,180.87 INDCO INC Hardware & Related Items 25KTHRES 35.75 Hardware & Related Items Total 35.75 CL PRESSER CO Janitorial Supplies 25KTHRES 86.80 COOPER ELECTRIC SUPPLY CO. Janitorial Supplies 25KTHRES 412.80 GENERAL CHEMICAL AND SUPPLY Janitorial Supplies 25KTHRES 346.32 INDCO INC Janitorial Supplies 25KTHRES 996.22 Janitorial Supplies Total 1,842.14 TRI-DIM FILTER CORPORATION Maintenance/Repair Railroad 25KTHRES 261.45 Maintenance/Repair Railroad Total 261.45 AMERIHEALTH INSURANCE COMPANY Medical D-17-058 178,892.41 VISION BENEFITS OF AMERICA Medical D-17-060 830.70 Medical Total 179,723.11 ISACA Memberships & Subscriptions 25KTHRES 440.00 Memberships & Subscriptions Total 440.00 WAYNE MOVING & STORAGE CO., INC. Misc Proffesional Services 25KTHRES 4,566.00 Misc Proffesional Services Total 4,566.00 MODERN HANDLING EQUIPMENT CO. Office Supplies 25KTHRES 186.80 OAK SYSTEMS Office Supplies 25KTHRES 66.73 W.B. MASON CO. INC Office Supplies D-17-085 1,880.93 Office Supplies Total 2,134.46 W.B. MASON CO. INC Other Office Expenses D-17-037 643.50 Other Office Expenses Total 643.50 JESCO Other Vehicle Supplies 25KTHRES 299.74 Other Vehicle Supplies Total 299.74 PA DEPT OF REVENUE PA Payroll Taxes NONE 7,760.66 PA Payroll Taxes Total 7,760.66 CL PRESSER CO Paint-Coatings 25KTHRES 90.00 LAWSON PRODUCTS Paint-Coatings 25KTHRES 73.28 Paint-Coatings Total 163.28 EPLUS TECHNOLOGY, INC. PATCO Switch & Firewall Replacement D-18-038 42,365.00 PATCO Switch & Firewall Replacement Total 42,365.00 PATCO - Payroll Account Payroll For Accounting Period NONE 1,214,187.28 Payroll For Accounting Period Total 1,214,187.28 PNC BANK P-CARD P-Card Purchases NONE 13,330.17 P-Card Purchases Total 13,330.17 STATE EMPLOYEE'S RETIREMENT FUND Pension - PA SERS NONE 599,953.13 Pension - PA SERS Total 599,953.13 PA STATE EMPLOYEES RETIREMENT SYSTE Pension & Benefits NONE 38,903.43 Pension & Benefits Total 38,903.43 CITY OF PHILADELPHIA Philadelphia Payroll Taxes NONE 6,024.80 Philadelphia Payroll Taxes Total 6,024.80 APPLIED INDUSTRIAL TECHNOLOGIES Plumbing Equipment & Supplies 25KTHRES 73.47 M S C INDUSTRIAL SUPPLY CO. INC. Plumbing Equipment & Supplies 25KTHRES 9.81 Plumbing Equipment & Supplies Total 83.28 A & A GLOVE & SAFETY CO. Police Equipment & Supplies 25KTHRES 3,599.60 EAGLE POINT GUN / T.J. MORRIS & SON Police Equipment & Supplies 25KTHRES 11,349.14 Police Equipment & Supplies Total 14,948.74 FEDERAL EXPRESS CORPORATION Postage Expenses 25KTHRES 29.32 Postage Expenses Total 29.32 TURNER SURETY & INSURANCE BROKERAGE Prepaid Insurance D-17-033 141,329.00 Prepaid Insurance Total 141,329.00 BENEFIT HARBOR LP Professional Fees - Consulting D-17-077 2,334.09 Professional Fees - Consulting Total 2,334.09 STEVENS & LEE Professional Fees - Labor Relations D-17-086 1,960.06 Professional Fees - Labor Relations Total 1,960.06 Commonwealth of Pennsylvania Professional Fees - Medical 25KTHRES 93.00 US REGIONAL OCCUPATIONAL HEALTH II Professional Fees - Medical D-14-103 2,066.55 Professional Fees - Medical Total 2,159.55 ACADACA, LLC Web Hosting P-18-005 12,500.00 Web Hosting Total 12,500.00 PECO ENERGY Purchased Power NONE 51,971.97 PSE&G CO. Purchased Power NONE 541,083.67 Purchased Power Total 593,055.64 IRON MOUNTAIN INCORPORATED Records Management Fees D-17-035 416.22 Records Management Fees Total 416.22 AMELIA HARPER Refund 25KTHRES 25.00 ASHLEY MESSNER Refund 25KTHRES 80.00 CRAIG RHODES Refund 25KTHRES 11.00 EVE GIETKA Refund 25KTHRES 10.00 JOHN McNUTT Refund 25KTHRES 15.60 JOHN PENZA Refund 25KTHRES 10.00 LYNDA WILLIAMS Refund 25KTHRES 18.00 MARLAINA CONTINO Refund 25KTHRES 12.00 NICOLE DUFFY Refund 25KTHRES 75.00 NORMAN & MARILYN WARRINGTON Refund 25KTHRES 41.26 OLUSEGEN OBIWUMI Refund 25KTHRES 110.00 RACHEL O'LEWNIK Refund 25KTHRES 18.09 ROBERT & JANE WOLF Refund 25KTHRES 7.50 ROBERT MAGLIO/GOLKOW Refund 25KTHRES 10.00 ROBERT MOONBLATT Refund 25KTHRES 18.00 SOFIA MAYNE-DeLUCA Refund 25KTHRES 25.00 TUONG NGUGEN Refund 25KTHRES 30.00 Refund Total 516.45 MODSPACE Rental - Property & Other Equipment 25KTHRES 821.30 Rental - Property & Other Equipment Total 821.30 DIRECTV Rental Expenses - Other 25KTHRES 70.99 Rental Expenses - Other Total 70.99 UNISYS CORPORATION Repairs and Maintenance - Other 25KTHRES 529.80 Repairs and Maintenance - Other Total 529.80 AMERIHEALTH INSURANCE COMPANY Retiree Medical Insurance D-18-080 20,352.63 Retiree Medical Insurance Total 20,352.63 HORIZON BLUE CROSS BLUE SHIELD OF N Retiree Medical Perscription Insurance Over 65 D-17-076 21,316.90 Retiree Medical Perscription Insurance Over 65 Total 21,316.90 JOHNSON CONTROLS FIRE PROECTION Security/Fire/Emergency Services 25KTHRES 1,628.42 Security/Fire/Emergency Services Total 1,628.42 DERO Signage 25KTHRES 199.00 Signage Total 199.00 TEAMSTERS HEALTH & WELFARE Teamsters Health and Welfare D-18-090 308,556.60 Teamsters Health and Welfare Total 308,556.60 TEAMSTER PENSION FUND Teamsters Pension D-18-090 141,631.29 Teamsters Pension Total 141,631.29 TEAMSTERS LOCAL UNION 676 Teamsters Union Dues NONE 11,588.00 Teamsters Union Dues Total 11,588.00 SAP NATIONAL SECURITY SERVICES INC Technology Service Contracts D-18-024 27,952.09 Technology Service Contracts Total 27,952.09 VERIZON Telephone & Telecom Expense Utility 1,146.46 Telephone & Telecom Expense Total 1,146.46 CUBIC TRANSPORTATION SYSTEMS Temp Services - Customer Service Center P-16-026 24,556.42 Temp Services - Customer Service Center Total 24,556.42 ACCOUNTANTS FOR YOU Temporary Services D-17-062 8,770.02 CONTROLS AND AUTOMATION CONSULTANTS Temporary Services D-17-062 6,075.04 PERRY RESOURCES Temporary Services D-17-062 3,862.80 Temporary Services Total 18,707.86 TIRE CORRAL Tires and Tubes 25KTHRES 66.80 Tires and Tubes Total 66.80 ANSALDO STS USA, INC. Track & Right of Way Maint P-17-039 3,462.80 G & B SPECIALTIES, INC. Track & Right of Way Maint 25KTHRES 453.72 HELWIG CARBON PRODUCTS, INC. Track & Right of Way Maint P-17-038 177.75 SIEMENS INDUSTRY INC. - CARBORNE EN Track & Right of Way Maint 25KTHRES 556.00 Track & Right of Way Maint Total 4,650.27 RAM INDUSTRIAL SERVICES, LLC Traction Motor Rebuilds P-16-018 136,420.00 SHERWOOD ELECTROMOTION INC. Traction Motor Rebuilds P-16-018 12,732.00 SWIGER COIL SYSTEMS Traction Motor Rebuilds P-16-018 37,083.00 WALCO ELECTRIC COMPANY Traction Motor Rebuilds P-16-018 42,606.00 Traction Motor Rebuilds Total 228,841.00 COMPLIANCE SOLUTIONS OCCUPATIONAL T Training Course Fees 25KTHRES 486.00 NCS PEARSON, INC. Training Course Fees 25KTHRES 357.00 THE RAMSAY CORPORATION Training Course Fees 25KTHRES 890.00 Training Course Fees Total 1,733.00 CITY OF PHILADELPHIA Training Registration Fees 25KTHRES 100.00 Training Registration Fees Total 100.00 ACCOUNTANTS FOR YOU Transit Ambassadors P-16-003 11,922.75 Transit Ambassadors Total 11,922.75 CAMCO Transit Car Equipment-Electrical 25KTHRES 262.08 HELWIG CARBON PRODUCTS, INC. Transit Car Equipment-Electrical P-17-038 1,497.00 TACTICAL PUBLIC SAFETY LLC Transit Car Equipment-Electrical 25KTHRES 3,300.00 WABTEC GLOBAL SERVICES Transit Car Equipment-Electrical P-17-038 8,201.34 Transit Car Equipment-Electrical Total 13,260.42 AMERICAN FOUNDRY GROUP Transit Car Equipment-Mechanical 25KTHRES 20,971.34 BROAD ALLIANCE TRANSPORT SUPPLY, LL Transit Car Equipment-Mechanical 25KTHRES 2,515.95 FRANKLIN FIBRE-LAMITEX CORP. Transit Car Equipment-Mechanical P-18-014 22,664.70 HELWIG CARBON PRODUCTS, INC. Transit Car Equipment-Mechanical P-17-038 3,677.73 MAC PRODUCTS, INC Transit Car Equipment-Mechanical 25KTHRES 1,741.68 METAL IMPROVEMENT COMPANY, LLC Transit Car Equipment-Mechanical 25KTHRES 361.78 MOTION INDUSTRIES Transit Car Equipment-Mechanical 25KTHRES 8,039.08 REPAIR TECHNOLOGY INC. Transit Car Equipment-Mechanical 25KTHRES 456.48 THE HORNE PRODUCTS, INC. Transit Car Equipment-Mechanical P-18-009 1,944.80 TRANSIT OUTSOURCE COMPANY Transit Car Equipment-Mechanical 25KTHRES 2,827.80 TRI-DIM FILTER CORPORATION Transit Car Equipment-Mechanical 25KTHRES 3,145.70 WABTEC PASSENGER TRANSIT Transit Car Equipment-Mechanical P-18-008 112,821.55 WESTCODE INC. Transit Car Equipment-Mechanical P-18-011 1,065.90 WHARTON HARDWARE & SUPPLY Transit Car Equipment-Mechanical 25KTHRES 402.45 Transit Car Equipment-Mechanical Total 182,636.94 YRC FREIGHT Transportation/Truck Services 25KTHRES 657.07 Transportation/Truck Services Total 657.07 John E. Barrett Travel Expenses 25KTHRES 263.52 Mark S. Ciechon Travel Expenses 25KTHRES 61.04 Thomas M. Knetz Travel Expenses 25KTHRES 61.04 Travel Expenses Total 385.60 UNIFIRST CORPORATION Uniform Cleaning Expense P-18-028 2,140.31 WILSON CLEANERS & DYERS Uniform Cleaning Expense 25KTHRES 20.00 Uniform Cleaning Expense Total 2,160.31 BERBEN INSIGNIA CO Uniform Expense 25KTHRES 238.00 PNC BANK P-CARD Uniform Expense NONE 5,494.45 SAF-GARD SAFETY SHOE COMPANY Uniform Expense 25KTHRES 119.99 UNIFIRST CORPORATION Uniform Expense P-18-028 1,677.37 Uniform Expense Total 7,529.81 HUNTER TRUCK SALES & SERVICE Vehicle Parts for Repairs 25KTHRES 720.22 NAPA AUTO PARTS Vehicle Parts for Repairs D-18-013 3,913.67 Vehicle Parts for Repairs Total 4,633.89 EXPERTPAY CHILD SUPPORT Wage Attachment NONE 11,696.52 NEW JERSEY FAMILY SUPPORT PAYMENT Wage Attachment NONE 1,200.00 Wage Attachment Total 12,896.52 CAMDEN COUNTY MUNICIPAL UTILITIES Water & Sewer Expense Utility 42,000.00 CITY OF CAMDEN Water & Sewer Expense Utility 165.32 CITY OF PHILA Water & Sewer Expense Utility 5,875.07 LINDENWOLD SEWER UTILITY Water & Sewer Expense Utility 395.81 NEW JERSEY AMERICAN WATER Water & Sewer Expense Utility 2,635.35 Water & Sewer Expense Total 51,071.55 SOUTH JERSEY WELDING SUPPLY CO Welding Eqp & Supply 25KTHRES 6.20 Welding Eqp & Supply Total 6.20 QUAL LYNX (ACH TRANSFER) Worker's Comp Reserve P-17-046 59,540.85 Worker's Comp Reserve Total 59,540.85 Grand Total 5,045,676.92 * D indicates a DRPA resolution * P indicates a PATCO resolution

PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDERS & CONTRACTS

PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS- DEC. 2018

Purchasing Document Item Document Date Vendor/supplying plant Material Group Desc. Net Order Value 4500009585 995.00 4500009585 1 11/26/2018 100414 SEAL REINFORCED FIBERGLASS, INC. HAND TOOLS 995.00 4500009586 684.25 4500009586 1 11/26/2018 101826 CONTROL GROUP FASTENERS 684.25 4500009587 107.76 4500009587 1 11/26/2018 100620 BILLOWS ELEC SUPPLY CO INC ELEC EQP/SUPP-NO CBL 18.44 4500009587 2 11/26/2018 100620 BILLOWS ELEC SUPPLY CO INC ELEC EQP/SUPP-NO CBL 24.69 4500009587 3 11/26/2018 100620 BILLOWS ELEC SUPPLY CO INC ELEC EQP/SUPP-NO CBL 64.63 4500009590 539.25 4500009590 1 11/26/2018 101330 SHALLCROSS BOLT AND SPECIALTIES CO. FASTENERS 3.00 4500009590 2 11/26/2018 101330 SHALLCROSS BOLT AND SPECIALTIES CO. FASTENERS 536.25 4500009591 157.23 4500009591 1 11/26/2018 101055 ORR SAFETY CORPORATION BLDGS/GRNDS- MAINT. 157.23 4500009593 2,515.95 4500009593 1 11/27/2018 100771 BROAD ALLIANCE TRANSPORT SUPPLY, LL TRAN CAR EQUIP-MECH 1,609.20 4500009593 2 11/27/2018 100771 BROAD ALLIANCE TRANSPORT SUPPLY, LL TRAN CAR EQUIP-MECH 519.75 4500009593 3 11/27/2018 100771 BROAD ALLIANCE TRANSPORT SUPPLY, LL TRAN CAR EQUIP-MECH 387.00 4500009595 20,520.00 4500009595 1 11/27/2018 101756 ELECTRONIC DATA MAGNETICS, INC. FARE COLLECTION EQP 20,520.00 4500009595 2 11/27/2018 101756 ELECTRONIC DATA MAGNETICS, INC. FARE COLLECTION EQP 0.00 4500009596 97.50 4500009596 1 11/27/2018 101476 UNITED ELECTRIC ELECTRON COMPON/PRTS 97.50 4500009597 1,620.00 4500009597 1 11/27/2018 100479 TRU-FIT FRAME & DOOR LOCKS/LOCKSMITH SRVS 1,620.00 4500009598 119.10 4500009598 1 11/27/2018 100337 PAPER MART INC ENVELOPES, PLAIN/PRT 119.10 4500009601 30.71 4500009601 1 11/27/2018 100879 FASTENAL COMPANY FASTENERS 6.37 4500009601 2 11/27/2018 100879 FASTENAL COMPANY FASTENERS 20.60 4500009601 3 11/27/2018 100879 FASTENAL COMPANY FASTENERS 3.74 4500009609 1,714.32 4500009609 1 11/28/2018 101197 UNIFIRST CORPORATION CLOTHING UNIFORM 1,703.52 4500009609 2 11/28/2018 101197 UNIFIRST CORPORATION CLOTHING UNIFORM 10.80 4500009610 960.96 4500009610 1 11/28/2018 101197 UNIFIRST CORPORATION CLOTHING UNIFORM 960.96 4500009612 2,367.00 4500009612 1 11/28/2018 101098 PANDROL INDUSTRIES INC. MAIN/REPAIR-RAILROAD 1,794.00 4500009612 2 11/28/2018 101098 PANDROL INDUSTRIES INC. MAIN/REPAIR-RAILROAD 573.00 4500009614 1,049.00 4500009614 1 11/28/2018 100342 PENDERGAST SAFETY EQUIPMENT CO 1ST AID & SAFETY EQP 1,049.00 4500009615 558.00 4500009615 1 11/28/2018 101247 Y-PERS, INC. ELEC EQP/SUPP-NO CBL 558.00 4500009616 210.00 4500009616 1 11/28/2018 101706 ALLIED WIRE & CABLE ELEC EQP/SUPP-NO CBL 210.00 4500009617 245.91 4500009617 1 11/28/2018 100655 GENERAL CHEMICAL AND SUPPLY JANITORIAL SUPPLIES 245.91 4500009618 335.20 4500009618 1 11/28/2018 101233 WABTEC PASSENGER TRANSIT FASTENERS 46.00 4500009618 2 11/28/2018 101233 WABTEC PASSENGER TRANSIT TRAN CAR EQUIP-MECH 289.20 4500009619 200.75 4500009619 1 11/28/2018 100713 ALLIED ELECTRONICS & AUTOMATION HAND TOOLS 200.75 4500009620 1,273.05 4500009620 1 11/28/2018 100082 BURLINGTON SAFETY LAB. 1ST AID & SAFETY EQP 1,273.05 4500009621 59.30 4500009621 1 11/28/2018 101084 POWER MODULES INCORPORATED ELEC&SIG PARTS/MAINT 59.30 4500009622 74.72 4500009622 1 11/28/2018 100607 CAMDEN TOOL HAND TOOLS 74.72 4500009623 73.28 4500009623 1 11/28/2018 100969 LAWSON PRODUCTS PAINT-COATINGS, ETC 73.28 4500009624 61.45 4500009624 1 11/28/2018 100337 PAPER MART INC ENVELOPES, PLAIN/PRT 61.45 4500009633 506.40 4500009633 1 11/30/2018 102092 MARTEK INDUSTRIES, INC. ELEC&SIG PARTS/MAINT 506.40 4500009634 25.95 4500009634 1 11/30/2018 100755 BDF CHEMICAL CO INC FASTENERS 6.00 4500009634 2 11/30/2018 100755 BDF CHEMICAL CO INC FASTENERS 19.95 4500009635 1,387.60 4500009635 1 11/30/2018 101438 MOTION INDUSTRIES FUEL/OIL/GREASE 1,387.60 4500009636 1,080.00 4500009636 1 11/30/2018 101472 CENTRAL POLY CORP. JANITORIAL SUPPLIES 1,080.00 4500009637 12,860.53 4500009637 1 11/30/2018 100446 T. SLACK ENVIRONMENTAL SERVICES FUEL/OIL/GREASE 10,454.00 4500009637 2 11/30/2018 100446 T. SLACK ENVIRONMENTAL SERVICES FUEL/OIL/GREASE 2,406.53 4500009638 511.25 4500009638 1 11/30/2018 101191 TRI-STATE INDUSTRIAL DISTRIB. OF NJ HAND TOOLS 6.50 4500009638 2 11/30/2018 101191 TRI-STATE INDUSTRIAL DISTRIB. OF NJ HAND TOOLS 29.70 4500009638 3 11/30/2018 101191 TRI-STATE INDUSTRIAL DISTRIB. OF NJ HAND TOOLS 427.20 PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS- DEC. 2018

Purchasing Document Item Document Date Vendor/supplying plant Material Group Desc. Net Order Value 4500009638 4 11/30/2018 101191 TRI-STATE INDUSTRIAL DISTRIB. OF NJ JANITORIAL SUPPLIES 47.85 4500009640 2,217.00 4500009640 1 11/30/2018 100644 FRANKLIN - GRIFFITH, LLC ELEC EQP/SUPP-NO CBL 105.00 4500009640 2 11/30/2018 100644 FRANKLIN - GRIFFITH, LLC COMP ACCESS./SUPP. 2,112.00 4500009641 112.00 4500009641 1 11/30/2018 100859 ELECTRONIC CONNECTIONS INTERNATIONAELEC EQP/SUPP-NO CBL 112.00 4500009648 2,581.10 4500009648 1 12/3/2018 101098 PANDROL INDUSTRIES INC. MAIN/REPAIR-RAILROAD 1,299.00 4500009648 2 12/3/2018 101098 PANDROL INDUSTRIES INC. MAIN/REPAIR-RAILROAD 573.00 4500009648 3 12/3/2018 101098 PANDROL INDUSTRIES INC. MAIN/REPAIR-RAILROAD 560.00 4500009648 4 12/3/2018 101098 PANDROL INDUSTRIES INC. MAIN/REPAIR-RAILROAD 149.10 4500009652 501.24 4500009652 1 12/3/2018 100735 ARBILL INDUSTRIES INC 1ST AID & SAFETY EQP 84.04 4500009652 2 12/3/2018 100735 ARBILL INDUSTRIES INC 1ST AID & SAFETY EQP 417.20 4500009653 425.76 4500009653 1 12/3/2018 100979 M S C INDUSTRIAL SUPPLY CO. INC. FUEL/OIL/GREASE 425.76 4500009654 180.00 4500009654 1 12/3/2018 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 90.00 4500009654 2 12/3/2018 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 90.00 4500009659 4,865.00 4500009659 1 12/3/2018 101239 WILLIER ELECTRIC COMPANY PLUMBING EQP & SUPP 4,865.00 4500009660 1,339.00 4500009660 1 12/3/2018 101921 AIR & GAS TECHNOLOGIES, INC. BUILDING MAINT SRVS 1,339.00 4500009664 3,599.60 4500009664 1 12/4/2018 100011 A & A GLOVE & SAFETY CO. POLICE EQP AND SUPP 1,799.80 4500009664 2 12/4/2018 100011 A & A GLOVE & SAFETY CO. POLICE EQP AND SUPP 1,799.80 4500009667 66.73 4500009667 1 12/4/2018 101767 OAK SYSTEMS OFFICE SUPPLIES 54.99 4500009667 2 12/4/2018 101767 OAK SYSTEMS OFFICE SUPPLIES 11.74 4500009672 162.72 4500009672 1 12/5/2018 101189 TRI-DIM FILTER CORPORATION HVAC 162.72 4500009673 317.94 4500009673 1 12/5/2018 102038 ALSTOM SIGNALING OPERATION, LLC HAND TOOLS 317.94 4500009674 1,452.36 4500009674 1 12/5/2018 100915 HILTI INC FASTENERS 1,452.36 4500009675 130.20 4500009675 1 12/5/2018 101067 PEMBERTON ELECTRICAL SUPPLY COMPANYELEC&SIG PARTS/MAINT 130.20 4500009676 1,492.80 4500009676 1 12/5/2018 100919 HOMELAND INDUSTRIAL SUPPLY JANITORIAL SUPPLIES 1,492.80 4500009677 456.48 4500009677 1 12/5/2018 101106 REPAIR TECHNOLOGY INC. TRAN CAR EQUIP-MECH 456.48 4500009678 319.51 4500009678 1 12/5/2018 101595 PRO-LINE INDUSTRIAL PRODUCTS, INC. BLDGS/GRNDS- MAINT. 319.51 4500009687 151.20 4500009687 1 12/5/2018 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 151.20 4500009691 99.80 4500009691 1 12/6/2018 100979 M S C INDUSTRIAL SUPPLY CO. INC. HAND TOOLS 99.80 4500009692 112.00 4500009692 1 12/6/2018 100289 MCMASTER-CARR SUPPLY COMPANY FASTENERS 112.00 4500009694 394.52 4500009694 1 12/6/2018 100735 ARBILL INDUSTRIES INC 1ST AID & SAFETY EQP 394.52 4500009695 144.00 4500009695 1 12/6/2018 100342 PENDERGAST SAFETY EQUIPMENT CO 1ST AID & SAFETY EQP 144.00 4500009697 556.00 4500009697 1 12/6/2018 101131 SIEMENS MOBILITY, INC. TRK&RHT OF WAY MAINT 556.00 4500009699 122.67 4500009699 1 12/6/2018 100436 STAUFFER GLOVE & SAFETY 1ST AID & SAFETY EQP 122.67 4500009700 700.00 4500009700 1 12/6/2018 100500 VOSSLOH TRACK MATERIAL INC BLDGS/GRNDS- MAINT. 700.00 4500009701 7,435.00 4500009701 1 12/6/2018 101429 ELECTRO WIRE ELECTRON COMPON/PRTS 245.00 4500009701 2 12/6/2018 101429 ELECTRO WIRE NON ELECTRON-CBL/WRE 7,190.00 4500009705 196.56 4500009705 1 12/6/2018 100501 W.B. MASON CO. INC COOLERS/BTL WATER 196.56 4500009706 139,932.00 4500009706 1 12/6/2018 100500 VOSSLOH TRACK MATERIAL INC TRK&RHT OF WAY MAINT 139,932.00 4500009708 240.15 4500009708 1 12/6/2018 100231 INDCO INC JANITORIAL SUPPLIES 204.40 4500009708 2 12/6/2018 100231 INDCO INC HARDWARE & RELATED 35.75 4500009711 1,579.60 4500009711 1 12/7/2018 100897 GLOBAL EQUIPMENT CO. FURNITURE 677.35 4500009711 2 12/7/2018 100897 GLOBAL EQUIPMENT CO. FURNITURE 828.20 4500009711 3 12/7/2018 100897 GLOBAL EQUIPMENT CO. FURNITURE 74.05 4500009712 13,373.00 4500009712 1 12/7/2018 101536 DELAWARE CAR COMPANY TRAN CAR EQUIP-MECH 13,373.00 4500009718 366.90 4500009718 1 12/7/2018 100900 GRAINGER HAND TOOLS 366.90 PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS- DEC. 2018

Purchasing Document Item Document Date Vendor/supplying plant Material Group Desc. Net Order Value 4500009720 615.50 4500009720 1 12/10/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 188.10 4500009720 2 12/10/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 146.30 4500009720 3 12/10/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 51.90 4500009720 4 12/10/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 51.90 4500009720 5 12/10/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 62.70 4500009720 6 12/10/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 62.70 4500009720 7 12/10/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 51.90 4500009732 21,310.00 4500009732 1 12/10/2018 100294 MICRO-AIDE CORP. ELEC EQP/SUPP-NO CBL 10,050.00 4500009732 2 12/10/2018 100294 MICRO-AIDE CORP. ELEC EQP/SUPP-NO CBL 500.00 4500009732 3 12/10/2018 100294 MICRO-AIDE CORP. ELEC EQP/SUPP-NO CBL 9,975.00 4500009732 4 12/10/2018 100294 MICRO-AIDE CORP. ELEC EQP/SUPP-NO CBL 450.00 4500009732 5 12/10/2018 100294 MICRO-AIDE CORP. ELEC EQP/SUPP-NO CBL 335.00 4500009753 810.00 4500009753 1 12/10/2018 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 810.00 4500009770 597.60 4500009770 1 12/11/2018 100436 STAUFFER GLOVE & SAFETY 1ST AID & SAFETY EQP 597.60 4500009783 2,605.50 4500009783 1 12/11/2018 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 270.00 4500009783 2 12/11/2018 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 715.50 4500009783 3 12/11/2018 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 1,620.00 4500009784 220.47 4500009784 1 12/11/2018 100501 W.B. MASON CO. INC OFFICE SUPPLIES 35.99 4500009784 2 12/11/2018 100501 W.B. MASON CO. INC OFFICE SUPPLIES 8.42 4500009784 3 12/11/2018 100501 W.B. MASON CO. INC OFFICE SUPPLIES 4.58 4500009784 4 12/11/2018 100501 W.B. MASON CO. INC OFFICE SUPPLIES 19.80 4500009784 5 12/11/2018 100501 W.B. MASON CO. INC OFFICE SUPPLIES 12.85 4500009784 6 12/11/2018 100501 W.B. MASON CO. INC OFFICE SUPPLIES 22.42 4500009784 7 12/11/2018 100501 W.B. MASON CO. INC OFFICE SUPPLIES 11.69 4500009784 8 12/11/2018 100501 W.B. MASON CO. INC OFFICE SUPPLIES 104.72 4500009810 481.50 4500009810 1 12/13/2018 100735 ARBILL INDUSTRIES INC 1ST AID & SAFETY EQP 411.50 4500009810 2 12/13/2018 100735 ARBILL INDUSTRIES INC 1ST AID & SAFETY EQP 70.00 4500009811 165.81 4500009811 1 12/13/2018 100755 BDF CHEMICAL CO INC FASTENERS 72.21 4500009811 2 12/13/2018 100755 BDF CHEMICAL CO INC FASTENERS 93.60 4500009812 101.52 4500009812 1 12/13/2018 100607 CAMDEN TOOL HAND TOOLS 101.52 4500009814 2,481.60 4500009814 1 12/13/2018 100788 CANTOL USA INC. PAINT-COATINGS, ETC 2,481.60 4500009816 136.14 4500009816 1 12/13/2018 100204 HANGSTERFER'S LABORATORIES, INC. FUEL/OIL/GREASE 136.14 4500009817 589.00 4500009817 1 12/13/2018 101298 G A BLANCO & SONS INC. FURNITURE 589.00 4500009818 85.42 4500009818 1 12/13/2018 100130 DEL VEL CHEMICAL CO., INC. JANITORIAL SUPPLIES 85.42 4500009819 822.24 4500009819 1 12/13/2018 100868 ERICO INTERNATIONAL CORPORATION BLDGS/GRNDS- MAINT. 822.24 4500009820 268.64 4500009820 1 12/13/2018 100428 SOUTH JERSEY WELDING SUPPLY CO WELDING EQP & SUPP 124.32 4500009820 2 12/13/2018 100428 SOUTH JERSEY WELDING SUPPLY CO FUEL/OIL/GREASE 144.32 4500009822 495.60 4500009822 1 12/13/2018 101230 VOSS ENGINEERING, INC. TRAN CAR EQUIP-MECH 495.60 4500009823 2,028.00 4500009823 1 12/13/2018 101973 SUPREME SAFETY, INC ELECTRON COMPON/PRTS 832.00 4500009823 2 12/13/2018 101973 SUPREME SAFETY, INC FIRE PROTECTION EQP 1,196.00 4500009833 301.80 4500009833 1 12/18/2018 100231 INDCO INC JANITORIAL SUPPLIES 301.80 4500009834 11,803.60 4500009834 1 12/18/2018 102355 ROXUL USA INC. BUILDER'S SUPPLIES 8,976.00 4500009834 2 12/18/2018 102355 ROXUL USA INC. BUILDER'S SUPPLIES 1,161.60 4500009834 3 12/18/2018 102355 ROXUL USA INC. BUILDER'S SUPPLIES 66.00 4500009834 4 12/18/2018 102355 ROXUL USA INC. BUILDER'S SUPPLIES 1,600.00 4500009838 200.00 4500009838 1 12/18/2018 100105 CLEAN VENTURE, INC. BARREL/DRUM/CONTAIN. 200.00 4500009839 1,677.00 4500009839 1 12/18/2018 101239 WILLIER ELECTRIC COMPANY FARE COLLECTION EQP 45.00 4500009839 2 12/18/2018 101239 WILLIER ELECTRIC COMPANY FARE COLLECTION EQP 514.00 4500009839 3 12/18/2018 101239 WILLIER ELECTRIC COMPANY FARE COLLECTION EQP 514.00 4500009839 4 12/18/2018 101239 WILLIER ELECTRIC COMPANY FARE COLLECTION EQP 514.00 4500009839 5 12/18/2018 101239 WILLIER ELECTRIC COMPANY FARE COLLECTION EQP 45.00 4500009839 6 12/18/2018 101239 WILLIER ELECTRIC COMPANY FARE COLLECTION EQP 45.00 4500009840 5,000.00 4500009840 1 12/18/2018 102364 WANG TECHNOLOGY LLC MISC PROF SRVS 5,000.00 4500009841 2,874.70 4500009841 1 12/18/2018 101472 CENTRAL POLY CORP. JANITORIAL SUPPLIES 1,719.20 PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS- DEC. 2018

Purchasing Document Item Document Date Vendor/supplying plant Material Group Desc. Net Order Value 4500009841 2 12/18/2018 101472 CENTRAL POLY CORP. JANITORIAL SUPPLIES 1,155.50 4500009846 498.26 4500009846 1 12/19/2018 100093 CEMBRE INC. TRK&RHT OF WAY MAINT 253.26 4500009846 2 12/19/2018 100093 CEMBRE INC. ELEC&SIG PARTS/MAINT 245.00 4500009847 393.00 4500009847 1 12/19/2018 100379 QUIKSTITCH EMBROIDERY CLOTHING UNIFORM 104.00 4500009847 2 12/19/2018 100379 QUIKSTITCH EMBROIDERY CLOTHING UNIFORM 78.00 4500009847 3 12/19/2018 100379 QUIKSTITCH EMBROIDERY CLOTHING UNIFORM 2.00 4500009847 4 12/19/2018 100379 QUIKSTITCH EMBROIDERY CLOTHING UNIFORM 66.00 4500009847 5 12/19/2018 100379 QUIKSTITCH EMBROIDERY CLOTHING UNIFORM 8.00 4500009847 6 12/19/2018 100379 QUIKSTITCH EMBROIDERY CLOTHING UNIFORM 66.00 4500009847 7 12/19/2018 100379 QUIKSTITCH EMBROIDERY CLOTHING UNIFORM 4.00 4500009847 8 12/19/2018 100379 QUIKSTITCH EMBROIDERY CLOTHING UNIFORM 50.00 4500009847 9 12/19/2018 100379 QUIKSTITCH EMBROIDERY CLOTHING UNIFORM 15.00 4500009848 312.00 4500009848 1 12/19/2018 101189 TRI-DIM FILTER CORPORATION HVAC 312.00 4500009850 580.14 4500009850 1 12/19/2018 100500 VOSSLOH TRACK MATERIAL INC BLDGS/GRNDS- MAINT. 580.14 4500009851 146.29 4500009851 1 12/19/2018 100436 STAUFFER GLOVE & SAFETY 1ST AID & SAFETY EQP 88.96 4500009851 2 12/19/2018 100436 STAUFFER GLOVE & SAFETY 1ST AID & SAFETY EQP 57.33 4500009853 198.00 4500009853 1 12/19/2018 100342 PENDERGAST SAFETY EQUIPMENT CO 1ST AID & SAFETY EQP 198.00 4500009855 99.24 4500009855 1 12/19/2018 100915 HILTI INC FASTENERS 99.24 4500009857 4,000.00 4500009857 1 12/19/2018 100496 VERSITRON, INC. COMP HW/PERIPH-MICRO 1,990.00 4500009857 2 12/19/2018 100496 VERSITRON, INC. COMP HW/PERIPH-MICRO 590.00 4500009857 3 12/19/2018 100496 VERSITRON, INC. COMP HW/PERIPH-MICRO 750.00 4500009857 4 12/19/2018 100496 VERSITRON, INC. COMP HW/PERIPH-MICRO 670.00 4500009859 120.96 4500009859 1 12/19/2018 101476 UNITED ELECTRIC ELEC EQP/SUPP-NO CBL 120.96 4500009861 352.60 4500009861 1 12/19/2018 100735 ARBILL INDUSTRIES INC 1ST AID & SAFETY EQP 258.90 4500009861 2 12/19/2018 100735 ARBILL INDUSTRIES INC 1ST AID & SAFETY EQP 93.70 4500009862 648.60 4500009862 1 12/19/2018 100191 GKY INDUSTRIES FASTENERS 13.50 4500009862 2 12/19/2018 100191 GKY INDUSTRIES FASTENERS 37.50 4500009862 3 12/19/2018 100191 GKY INDUSTRIES BLDGS/GRNDS- MAINT. 597.60 4500009863 146.93 4500009863 1 12/19/2018 100979 M S C INDUSTRIAL SUPPLY CO. INC. PLUMBING EQP & SUPP 44.64 4500009863 2 12/19/2018 100979 M S C INDUSTRIAL SUPPLY CO. INC. FASTENERS 20.46 4500009863 3 12/19/2018 100979 M S C INDUSTRIAL SUPPLY CO. INC. HAND TOOLS 81.83 4500009864 392.00 4500009864 1 12/19/2018 100644 FRANKLIN - GRIFFITH, LLC ELECTRON COMPON/PRTS 130.00 4500009864 2 12/19/2018 100644 FRANKLIN - GRIFFITH, LLC ELECTRON COMPON/PRTS 72.00 4500009864 3 12/19/2018 100644 FRANKLIN - GRIFFITH, LLC JANITORIAL SUPPLIES 150.00 4500009864 4 12/19/2018 100644 FRANKLIN - GRIFFITH, LLC ELEC EQP/SUPP-NO CBL 40.00 4500009865 229.80 4500009865 1 12/20/2018 100713 ALLIED ELECTRONICS & AUTOMATION FARE COLLECTION EQP 229.80 4500009866 538.20 4500009866 1 12/20/2018 100176 BARTUK HOSE & HYDRAULICS ELECTRON COMPON/PRTS 538.20 4500009867 1,980.00 4500009867 1 12/20/2018 100116 CONTEMPORARY MACHINERY & HAND TOOLS 1,980.00 4500009868 937.22 4500009868 1 12/20/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 438.80 4500009868 2 12/20/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 498.42 4500009869 1,174.98 4500009869 1 12/20/2018 100644 FRANKLIN - GRIFFITH, LLC ELEC EQP/SUPP-NO CBL 958.50 4500009869 2 12/20/2018 100644 FRANKLIN - GRIFFITH, LLC ELEC EQP/SUPP-NO CBL 0.00 4500009869 3 12/20/2018 100644 FRANKLIN - GRIFFITH, LLC FASTENERS 17.28 4500009869 4 12/20/2018 100644 FRANKLIN - GRIFFITH, LLC ELECTRON COMPON/PRTS 199.20 4500009870 1,075.60 4500009870 1 12/20/2018 100231 INDCO INC JANITORIAL SUPPLIES 430.00 4500009870 2 12/20/2018 100231 INDCO INC JANITORIAL SUPPLIES 48.00 4500009870 3 12/20/2018 100231 INDCO INC JANITORIAL SUPPLIES 597.60 4500009871 360.09 4500009871 1 12/20/2018 100394 REIT LUBRICANTS CO. FUEL/OIL/GREASE 360.09 4500009872 642.72 4500009872 1 12/20/2018 100449 TEAM ONE REPAIR, INC. FARE COLLECTION EQP 642.72 4500009873 20,010.37 4500009873 1 12/20/2018 100384 RAILQUIP, INC. TRK&RHT OF WAY MAINT 8,475.50 4500009873 2 12/20/2018 100384 RAILQUIP, INC. TRK&RHT OF WAY MAINT 2,887.50 4500009873 3 12/20/2018 100384 RAILQUIP, INC. TRK&RHT OF WAY MAINT 3,240.00 4500009873 4 12/20/2018 100384 RAILQUIP, INC. TRK&RHT OF WAY MAINT 2,956.80 4500009873 5 12/20/2018 100384 RAILQUIP, INC. TRK&RHT OF WAY MAINT 727.60 4500009873 6 12/20/2018 100384 RAILQUIP, INC. TRK&RHT OF WAY MAINT 593.80 4500009873 7 12/20/2018 100384 RAILQUIP, INC. TRK&RHT OF WAY MAINT 473.20 PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS- DEC. 2018

Purchasing Document Item Document Date Vendor/supplying plant Material Group Desc. Net Order Value 4500009873 8 12/20/2018 100384 RAILQUIP, INC. TRK&RHT OF WAY MAINT 368.00 4500009873 9 12/20/2018 100384 RAILQUIP, INC. TRK&RHT OF WAY MAINT 287.97 4500009874 117.33 4500009874 1 12/20/2018 101191 TRI-STATE INDUSTRIAL DISTRIB. OF NJ WELDING EQP & SUPP 19.80 4500009874 2 12/20/2018 101191 TRI-STATE INDUSTRIAL DISTRIB. OF NJ HAND TOOLS 19.95 4500009874 3 12/20/2018 101191 TRI-STATE INDUSTRIAL DISTRIB. OF NJ JANITORIAL SUPPLIES 77.58 4500009875 221.56 4500009875 1 12/20/2018 100103 CL PRESSER CO HAND TOOLS 12.76 4500009875 2 12/20/2018 100103 CL PRESSER CO ELEC EQP/SUPP-NO CBL 208.80 4500009877 1,526.80 4500009877 1 12/20/2018 100863 ENCORE RAIL SYSTEMS, INC. BLDGS/GRNDS- MAINT. 1,526.80 4500009878 405.78 4500009878 1 12/20/2018 100818 COOPER ELECTRIC SUPPLY CO. ELEC&SIG PARTS/MAINT 65.28 4500009878 2 12/20/2018 100818 COOPER ELECTRIC SUPPLY CO. ELEC EQP/SUPP-NO CBL 95.94 4500009878 3 12/20/2018 100818 COOPER ELECTRIC SUPPLY CO. ELEC&SIG PARTS/MAINT 244.56 4500009879 148.80 4500009879 1 12/21/2018 101067 PEMBERTON ELECTRICAL SUPPLY COMPANYELEC&SIG PARTS/MAINT 148.80 4500009880 834.20 4500009880 1 12/21/2018 100919 HOMELAND INDUSTRIAL SUPPLY BLDGS/GRNDS- MAINT. 834.20 4500009881 648.00 4500009881 1 12/21/2018 101189 TRI-DIM FILTER CORPORATION TRAN CAR EQUIP-MECH 648.00 4500009882 394.20 4500009882 1 12/21/2018 100990 MARLAC ELECTRONICS A DIV OF SYSCOM COMP ACCESS./SUPP. 394.20 4500009883 227.90 4500009883 1 12/21/2018 100900 GRAINGER 1ST AID & SAFETY EQP 227.90 4500009884 1,326.87 4500009884 1 12/21/2018 100868 ERICO INTERNATIONAL CORPORATION FASTENERS 102.60 4500009884 2 12/21/2018 100868 ERICO INTERNATIONAL CORPORATION ELEC&SIG PARTS/MAINT 287.47 4500009884 3 12/21/2018 100868 ERICO INTERNATIONAL CORPORATION BLDGS/GRNDS- MAINT. 936.80 4500009886 228.00 4500009886 1 12/24/2018 100697 A & A GLOVE & SAFETY CO. CLOTHING UNIFORM 228.00 4500009887 412.40 4500009887 1 12/24/2018 101564 GALLS CLOTHING UNIFORM 412.40 4500009888 393.12 4500009888 1 12/24/2018 100501 W.B. MASON CO. INC COOLERS/BTL WATER 393.12 4500009889 540.28 4500009889 1 12/24/2018 101564 GALLS CLOTHING UNIFORM 83.12 4500009889 2 12/24/2018 101564 GALLS CLOTHING UNIFORM 166.24 4500009889 3 12/24/2018 101564 GALLS CLOTHING UNIFORM 124.68 4500009889 4 12/24/2018 101564 GALLS CLOTHING UNIFORM 83.12 4500009889 5 12/24/2018 101564 GALLS CLOTHING UNIFORM 83.12 4500009890 338.08 4500009890 1 12/24/2018 101564 GALLS CLOTHING UNIFORM 338.08 4500009891 40.00 4500009891 1 12/26/2018 101330 SHALLCROSS BOLT AND SPECIALTIES CO. FASTENERS 40.00 4500009893 708.90 4500009893 1 12/27/2018 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 202.50 4500009893 2 12/27/2018 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 446.40 4500009893 3 12/27/2018 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 60.00 4500009894 450.33 4500009894 1 12/27/2018 101539 MASTER BOLT & MFG, INC. BLDGS/GRNDS- MAINT. 450.33 4500009895 247.20 4500009895 1 12/27/2018 100969 LAWSON PRODUCTS WELDING EQP & SUPP 247.20 4500009896 107.08 4500009896 1 12/27/2018 100289 MCMASTER-CARR SUPPLY COMPANY 1ST AID & SAFETY EQP 33.44 4500009896 2 12/27/2018 100289 MCMASTER-CARR SUPPLY COMPANY TRAN CAR EQUIP-MECH 73.64 4500009897 746.00 4500009897 1 12/27/2018 100386 RAILROAD TOOLS AND SOLUTIONS LLC BLDGS/GRNDS- MAINT. 746.00 4500009898 397.80 4500009898 1 12/27/2018 101195 ULINE, INC BAGS/EROSION EQUIP 342.00 4500009898 2 12/27/2018 101195 ULINE, INC HAND TOOLS 55.80 4500009899 825.94 4500009899 1 12/27/2018 100667 SNAP-ON INCORPORATED HAND TOOLS 75.09 4500009899 2 12/27/2018 100667 SNAP-ON INCORPORATED HAND TOOLS 97.65 4500009899 3 12/27/2018 100667 SNAP-ON INCORPORATED HAND TOOLS 60.39 4500009899 4 12/27/2018 100667 SNAP-ON INCORPORATED HAND TOOLS 270.40 4500009899 5 12/27/2018 100667 SNAP-ON INCORPORATED HAND TOOLS 153.05 4500009899 6 12/27/2018 100667 SNAP-ON INCORPORATED HAND TOOLS 41.30 4500009899 7 12/27/2018 100667 SNAP-ON INCORPORATED HAND TOOLS 15.54 4500009899 8 12/27/2018 100667 SNAP-ON INCORPORATED HAND TOOLS 40.01 4500009899 9 12/27/2018 100667 SNAP-ON INCORPORATED HAND TOOLS 48.15 4500009899 10 12/27/2018 100667 SNAP-ON INCORPORATED HAND TOOLS 3.88 4500009899 11 12/27/2018 100667 SNAP-ON INCORPORATED HAND TOOLS 20.48 4500009900 123.54 4500009900 1 12/27/2018 100103 CL PRESSER CO HAND TOOLS 8.67 4500009900 2 12/27/2018 100103 CL PRESSER CO HAND TOOLS 42.90 4500009900 3 12/27/2018 100103 CL PRESSER CO HAND TOOLS 71.97 4500009901 182.30 PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS- DEC. 2018

Purchasing Document Item Document Date Vendor/supplying plant Material Group Desc. Net Order Value 4500009901 1 12/27/2018 100859 ELECTRONIC CONNECTIONS INTERNATIONAELEC EQP/SUPP-NO CBL 182.30

BALANCE SHEET

PORT AUTHORITY TRANSIT CORPORATION

BALANCE SHEET October 31, 2018

ASSETS December 31, 2017 October 31, 2018

Cash (Includes $107,460 in Station Escrow Funds) 1,905,423 764,709 Investments (Note 1) 2,684,565 2,722,704 Accounts Receivable 4,236,076 1,978,372 Inventory at lower of cost (first-in, first-out) or market 5,698,055 5,808,496 Prepaid Expenses 1,499,325 314,950 16,023,445 11,589,231

LIABILITIES AND EQUITY Liabilities: Accounts Payable: Trade 3,749,467 1,445,691 Delaware River Port Authority (Note 2) 269,218,000 274,319,666 Accrued Liabilities: Reserve for Other Post Employment Benefits (Note 4) 17,089,320 17,089,320 Deferred Revenue (Note 5) 4,858,929 5,508,523 Wages 535,698 690,771 Pension and Other 613,478 986,737 Sick Leave Benefits 317,899 315,087 Reserve for Unused Vacation 392,297 392,297 Reserve for contingent liabilities (Note 3) 2,974,909 2,563,330 299,749,997 303,311,423

Equity: Advances from Delaware River Port Authority 457,869,729 474,972,589 Deficit (741,596,281) (766,694,781)

16,023,445 11,589,231 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

October 31, 2018 October 31, 2018 Operating Revenues: Passenger fares 21,917,734 2,433,307 Passenger parking 736,665 85,266 Passenger - other 95,773 10,665 Advertising 489,733 51,395 Telecommunications Rental Income 218,907 13,144 Miscellaneous 36,101 53 Interest Income From Investments 38,139 4,993 $23,533,052 $2,598,823

Operating Expenses: Maintenance of Way and Power 10,881,143 1,116,726 Maintenance of Equipment 5,604,491 571,790 Purchased Power 3,393,085 287,200 Transportation 16,251,591 1,587,585 General Insurance 1,348,935 119,120 Superintendence and General Office 6,050,641 483,261 43,529,886 4,165,682 Rent of Rapid Transit System Facilities (Note 2) 5,101,666 510,167 Other Post Employment Benefits Accrual (Note 4) - - $48,631,552 $4,675,849

Net Income (loss) ( $ 25,098,500) ( $ 2,077,026)

Deficit, December 31, 2017 ($ 741,596,281)

Deficit, October 31, 2018 ($ 766,694,781)

See Notes To Financial Statements PORT AUTHORITY TRANSIT CORPORATION (A Wholly Owned Subsidiary of the Delaware River Port Authority) October 31, 2018

NOTES TO FINANCIAL STATEMENTS

1. Investments:

The Corporation has set aside $2,722,704 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 $274,319,666 from January 1, 1974 through October 31, 2018 have not been made to the Authority.

3. Reserves for Contingent Liabilities:

Pursuant to a policy of self-insurance, the Corporation has reserved $ 684,956 for Comprehensive General Liability and $1,878,374 for Workers' Compensation.

4. Other Post-Employment Benefits:

The Government Accounting Standards Board (GASB) has issued Statement No. 45, “Accounting and Financial Reporting by Employers for Post-Employment Benefits Other than Pensions (OPEB),” which addresses the accountability and disclosure of the costs and obligations, that are associated with post- employment health care and other non-pension benefits to current and future retirees, by governmental entities. Pursuant to this requirement, the Corporation adopted its reporting requirements during the 2007 fiscal year. The OPEB accrual, in recognition of the costs and obligations associated with post-employment health care, represents an actuarial determined amount upon an unfunded assumption under a 30-year amortization period at a discount rate of 5%.

5. Deferred Revenue:

Deferred revenue consists of the prepayment of fares related to the unearned values on passengers’ smart cards for unused trips.

OPERATIONS & MAINTENANCE COMMITTEE

Refer to Operations and Maintenance Minutes in the DRPA Board Packet

SUMMARY STATEMENT

ITEM NO.: PATCO-19-001 SUBJECT: PATCO’s Drug and Alcohol Abuse Testing Policy for Safety-Sensitive Employees Subject to Federal Transit Administration Regulations (Series 147A)

COMMITTEE: Operations Maintenance

COMMITTEE MEETING DATE: January 8, 2019

BOARD ACTION DATE: January 16, 2019

PROPOSAL: That the Board adopts the Authority’s Drug and Alcohol Abuse Testing Policy for Safety-Sensitive Employees Subject to Federal Transit Administration Regulations (Series 147A)

PURPOSE: Adoption of this policy is required for compliance with 49 CFR Part 655.15.

BACKGROUND: In the course of preparing for its triennial review of the Authority, the Federal Transit Administration requested a “Copy of board-adopted drug and alcohol policy with date of board adoption”. PATCO has had such a policy since 2004. The most recent revision was made in 2016. The policy has undergone review and audit on a number of occasions and has never been found deficient for lack of formal adoption by the Board. However, the applicable regulation (49 CFR Part 655.15) does require the local governing body or board of the employer or operator to adopt the policy. As the FTA is now specifically requesting a Board- adopted policy and date of adoption, staff recommends that the Board formally adopt the Drug and Alcohol Abuse Testing Policy for Safety- Sensitive Employees Subject to Federal Transit Administration Regulations (Series 147A).

SUMMARY: Amount: $0 Source of Funds: N/A Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: None PATCO-19-001 O&M Committee: January 8, 2019 Board Date: January 16, 2019 PATCO’s Drug and Alcohol Abuse Testing Policy for Safety-Sensitive Employees Subject to Federal Transit Administration Regulations (Series 147A)

RESOLUTION

RESOLVED: That the Board adopts the Authority’s Drug and Alcohol Abuse Testing Policy for Safety-Sensitive Employees Subject to Federal Transit Administration Regulations (Series 147A); and be it further

RESOLVED: That the appropriate officers of the Port Authority Transit Corporation be and hereby are authorized to submit to the Federal Transit Administration the approved Drug and Alcohol Abuse Testing Policy for Safety-Sensitive Employees Subject to Federal Transit Administration Regulations (Series 147A); and be it further

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

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

Policies & Series No. 147A Procedures Manual DELAWARE RIVER PORT AUTHORITY PORT AUTHORITY TRANSIT CORPORATION SUBJECT: DRUG AND ALCOHOL ABUSE TESTING POLICY FOR SAFETY-SENSITIVE EMPLOYEES SUBJECT TO FEDERAL TRANSIT ADMINISTRATION REGULATIONS DATE ISSUED: June 7, 2004 New Revised X August 8, 2016

REPLACES Series 147A, issued June 7, 2004, revised July 20, 2010, May 13, 2014.

1.0 STATEMENT OF PURPOSE AND SCOPE OF POLICY

1.1 The Delaware River Port Authority (“DRPA”) and the Port Authority Transit Corporation (“PATCO”) (collectively, “the Authority”) is firmly committed to ensuring a safe, healthy, productive and efficient work environment for our employees, customers and the public in general. The Authority has a vital interest in ensuring a safe, healthy and efficient working environment and the prevention of accidents and injuries which can result from the misuse of alcohol or drugs by covered employees of the Authority’s commercial motor vehicles. For these reasons, and as required by the drug and alcohol testing regulations of the Federal Transit Administration (“FTA”, 49 CFR Part 655), the Authority has established this Drug and Alcohol Abuse Testing Policy (“the Policy”) for employees performing safety-sensitive functions under FTA regulations. Drug and alcohol testing is an integral part of our Policy. Compliance with this Policy is required by applicants as a condition of employment and by covered employees as a condition of continued employment. 1.2 This Policy applies to any “covered employee” (as defined in the definition section of this Policy; hereinafter “as defined”) who performs “safety-sensitive functions” (as defined) for or on behalf of the Authority. The Policy also applies to all applicants who seek employment for such covered employee positions. (Refer to attached Appendix B for a non-exhaustive list of FTA covered positions at the Authority.) 1.3 This Policy explains the FTA drug and alcohol regulations and the Authority’s own policies with respect to the use of drugs or the misuse of alcohol. Provisions of this Policy which are included under the Authority’s independent authority are specifically identified by text which has been underlined. 1.4 This Policy is not a contract of employment. All Authority employees are employees-at-will. This means that employment can be terminated at any time either by the employee or Authority with or without cause and with or without notice. Where any provision of this Policy issued under the Authority’s own authority conflicts with the provisions of a collective bargaining agreement between the Authority and a union representing its employees, the provisions of the collective bargaining agreement will control. However, failure to comply with this Policy as so interpreted shall constitute just cause for discipline, up to and including discharge. If an applicant fails to comply with this Policy, the applicant will be ineligible for employment with the Authority. 1.5 The Authority maintains a policy of non-discrimination and will endeavor to make reasonable accommodations to assist recovering addicts or alcoholics and those having a medical history reflecting treatment for substance abuse CLASSIFICATION: Risk Management DISTRIBUTION: D PAGE NO. Page 1 of 28

Policies & Series No. 147A Procedures Manual DELAWARE RIVER PORT AUTHORITY PORT AUTHORITY TRANSIT CORPORATION SUBJECT: DRUG AND ALCOHOL ABUSE TESTING POLICY FOR SAFETY-SENSITIVE EMPLOYEES SUBJECT TO FEDERAL TRANSIT ADMINISTRATION REGULATIONS DATE ISSUED: June 7, 2004 New Revised X August 8, 2016

conditions. We encourage employees to seek assistance before drug and alcohol use renders them unable to perform their essential job functions or jeopardizes the health and safety of themselves or others.

1.6 Any questions regarding the meaning or application of this Policy should be directed to the Authority’s Designated Employer Representative (“DER”). A list of the DERs for the Authority is attached as Appendix A.

2.0 DEFINITIONS

2.1 “Covered Employee” means a person, including an applicant or transferee, who performs or will perform a safety-sensitive function for an entity subject to FTA regulations. (Refer to attached Appendix B for a non-exhaustive list of FTA Covered Employees.) 2.2 “Drugs” for purposes of testing under this Series 147A: Employers are required to test their FTA-regulated, safety sensitive employees for the following five controlled substances: marijuana; opiates (opium and codeine derivatives); amphetamines and methamphetamines; cocaine; and phencyclidine (“PCP”) and their metabolites. 2.2.1 “Drugs” for purposes other than testing, include a medicine or other substance, other than food, which has a physiological effect when ingested or otherwise introduced into the body. Drugs include, but are not limited to, controlled substances.

2.2.1.1. Controlled Substance: A drug or other substance which is defined or listed as a controlled substance by any law of the United States or any regulation of any U.S. department, subdivision, or agency, or by any applicable state or local law or regulation. The term “controlled substance” specifically includes, but is not limited to, any drugs, substances, or items which are defined or listed as controlled substances in the Controlled Substances Act, 21 U.S.C. § 812, Schedules I through V, as they may be revised from time to time.

2.3 “Federal Transit Administration” (FTA): an agency of the U.S. Department of Transportation (DOT) that regulates public transportation systems. 2.4 Medical Review Officer (“MRO”): A licensed physician (medical doctor or doctor of osteopathy) with the requisite knowledge, experience, qualifications, training and continuing education, who is responsible for receiving and reviewing laboratory results generated by an employer’s drug testing program and evaluating medical explanations for certain drug test results.

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Policies & Series No. 147A Procedures Manual DELAWARE RIVER PORT AUTHORITY PORT AUTHORITY TRANSIT CORPORATION SUBJECT: DRUG AND ALCOHOL ABUSE TESTING POLICY FOR SAFETY-SENSITIVE EMPLOYEES SUBJECT TO FEDERAL TRANSIT ADMINISTRATION REGULATIONS DATE ISSUED: June 7, 2004 New Revised X August 8, 2016

2.5 “Safety-Sensitive Function” means any of the following duties, when performed by employees of the Authority: a) Operating a revenue service vehicle, including when not in revenue service;

b) Operating a non-revenue service vehicle, when required to be operated by a holder of a Commercial Driver’s License;

c) Controlling dispatch or movement of a revenue service vehicle;

d) Maintaining (including repairs, overhaul and rebuilding) a revenue service vehicle or equipment used in revenue service; and,

e) Carrying a firearm for security purposes. See also, the separate Definitions section for Series 146 and 147.

3.0 PROHIBITED CONDUCT

3.1 Prohibited Conduct Concerning Covered Employees’ Use of Drugs and Alcohol:

a) Covered employees are prohibited from reporting for duty or remaining on duty when using drugs (as defined in Section 2.2), except when the use is pursuant to the instructions of a medical doctor who has advised the covered employee that the substance will not adversely affect the covered employee’s ability to safely perform safety-sensitive functions (as defined.) (For details concerning the lawful use of prescription drugs, refer to Section 3.5)

b) Covered employees are prohibited from reporting for duty or remaining on duty with an alcohol concentration of 0.02 or greater.

c) Covered employees are prohibited from using alcohol in any form (including medications containing alcohol) while performing safety- sensitive functions.

d) Covered employees are prohibited from performing safety-sensitive functions within four (4) hours of using alcohol. On-call employees who are not at work, but could be called to perform safety-sensitive function, are prohibited from using alcohol during the time that they are on-call. If a covered employee has used alcohol during his or her on-call period, but before being called to work, he or she must disclose such use and

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Policies & Series No. 147A Procedures Manual DELAWARE RIVER PORT AUTHORITY PORT AUTHORITY TRANSIT CORPORATION SUBJECT: DRUG AND ALCOHOL ABUSE TESTING POLICY FOR SAFETY-SENSITIVE EMPLOYEES SUBJECT TO FEDERAL TRANSIT ADMINISTRATION REGULATIONS DATE ISSUED: June 7, 2004 New Revised X August 8, 2016

the inability to perform safety-sensitive functions as a result. If an on- call employee who is called to work acknowledges the use of alcohol during his or her on-call period, but claims to be able to perform safety- sensitive functions, he or she must submit to an alcohol test and must receive a negative result before being permitted to perform safety- sensitive functions. An on-call covered employee who is required to decline work because of his/her use of alcohol, or who tests positive for alcohol, is subject to discipline up, to and including termination.

e) Covered employees are prohibited from using alcohol for eight (8) hours following an accident or until the covered employee takes a post- accident alcohol test (and tests negative), whichever occurs first.

f) Covered employees may not “refuse to submit” to any drug or alcohol test required under the FTA drug and alcohol rules and/or this Policy. (For further details concerning what actions will be considered as a “refusal,” refer to Section 3.2 of the Policy.)

g) Covered employees are prohibited from performing or continuing to perform a safety-sensitive function if they have tested positive for drugs or alcohol.

h) During a covered employee’s workday, a covered employee is prohibited from engaging in the manufacture, distribution, dispensation, sale, purchase, solicitation, transfer, possession, use or transport of drugs or alcohol. i) Covered employees are prohibited from failing to stay in contact with the Authority or its medical review officer (“MRO”) while awaiting the results of a drug test. 3.2 Refusal to Submit: For purposes of this Policy, the following employee conduct will be considered a refusal to submit to a test: a) Failing to appear for any test (except a pre-employment test) within a reasonable time, as determined by the Authority, after being directed to do so by the Authority, its consortium or third-party administrator (as applicable);

b) Failing to remain at the testing site until the testing process is complete; however, an applicant who leaves the testing site before the pre- employment testing process commences is not deemed to have refused to test;

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Policies & Series No. 147A Procedures Manual DELAWARE RIVER PORT AUTHORITY PORT AUTHORITY TRANSIT CORPORATION SUBJECT: DRUG AND ALCOHOL ABUSE TESTING POLICY FOR SAFETY-SENSITIVE EMPLOYEES SUBJECT TO FEDERAL TRANSIT ADMINISTRATION REGULATIONS DATE ISSUED: June 7, 2004 New Revised X August 8, 2016

c) Failing to provide a urine specimen, or breath or saliva specimen for testing;

d) Failing to attempt to provide a urine, breath or saliva specimen for testing;

e) Failing to provide a sufficient amount of urine when directed, unless it has been determined, through a required medical evaluation, that there was an adequate medical explanation for the failure;

f) Failing or declining to take a second drug or alcohol test that the Authority or collector has directed to be taken, including failing to take a second test that the employer has directed following a negative dilute test result, when the Authority so elects;

g) Failing to undergo a medical examination or evaluation, as directed by the MRO as part of the verification process, or as directed by the DER as part of the “shy bladder” procedures (in the case of applicants, only after a contingent offer of employment has been extended), or the insufficient breath procedures;

h) Failing to provide a sufficient breath specimen when directed and the physician has determined, through a required medical evaluation, that there was no adequate medical explanation for the failure;

i) Failing to sign the certification at Step 2 of the Alcohol Testing Form;

j) Adulterating or substituting a urine specimen;

k) Admitting to the collector or MRO that the specimen was adulterated or substituted;

l) In the case of a directly observed or monitored collection in a drug test, failing to permit the observation or monitoring of the provision of a urine specimen (including failing to follow the observer’s instructions to raise clothing above the waist, lower clothing and underpants, and to turn around to permit the observer to determine whether there is any prosthetic or other device that could be used to interfere with the collection process);

m) Possessing or wearing a prosthetic or other device that could be used to interfere with the collection process;

n) Failing to cooperate with any part of the testing process, such as by delaying the collection, testing or verification process or otherwise

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Policies & Series No. 147A Procedures Manual DELAWARE RIVER PORT AUTHORITY PORT AUTHORITY TRANSIT CORPORATION SUBJECT: DRUG AND ALCOHOL ABUSE TESTING POLICY FOR SAFETY-SENSITIVE EMPLOYEES SUBJECT TO FEDERAL TRANSIT ADMINISTRATION REGULATIONS DATE ISSUED: June 7, 2004 New Revised X August 8, 2016

engaging in conduct that clearly obstructs or manipulates, or attempts to obstruct or manipulate the testing process (e.g., leaving the test site before the collection process is completed, refusing to empty pockets when so directed by the collector, failing to wash hands after being directed to do so by the collector or behaving in a confrontational way that disrupts the collection process); or,

o) Failing to promptly notify the Authority that the covered employee was in an accident or not being readily available for testing after an accident (except as necessary to obtain assistance or medical care).

3.3 Consumption of Food or Food-Products Containing Hemp: The consumption of food and food-products containing hemp (for example, hemp oil) may cause a covered employee to test positive for marijuana. A test result that is positive as a result of a covered employee’s consumption of food or food-products containing hemp will be reported as a positive test. 3.4 Prohibition on Supervisor or Manager Permitting a Covered Employee to Work: No supervisor or manager who has actual knowledge that a covered employee has engaged in or is engaging in conduct prohibited under this Policy shall permit the employee to work or continue working under such circumstances. Any employee who has been directed not to work or directed to stop working under such circumstances must immediately comply. 3.5 Prohibition against Working While Using Any Drug Medications Which Affect Safety or Performance: The appropriate and safe use of legally prescribed drugs and over-the-counter medications (aka, “therapeutic drug medications”) is permitted, subject to the following restrictions: a) Except as otherwise provided in this section, the lawful use of any therapeutic drug medication(s) while performing a safety-sensitive function is prohibited to the extent such use may affect the covered employee’s ability to perform his/her job duties safely.

b) Before reporting for duty under the influence of any therapeutic drug medication(s), the covered employee must determine whether the drug manufacturer or the covered employee's physician warn against driving or performing other safety-sensitive functions while taking such medication(s). If such warnings exist, the covered employee must inform the appropriate DER (the Authority’s Claims Administrator for DRPA employees and the System Safety Program Manager for PATCO employees) of such restrictions before commencing any safety sensitive function under the influence of such medication(s). The covered employee will be required to complete an “Over-the-Counter and Prescription Medication Disclosure and Evaluation Form.” The Authority CLASSIFICATION: Risk Management DISTRIBUTION: D PAGE NO. Page 6 of 28

Policies & Series No. 147A Procedures Manual DELAWARE RIVER PORT AUTHORITY PORT AUTHORITY TRANSIT CORPORATION SUBJECT: DRUG AND ALCOHOL ABUSE TESTING POLICY FOR SAFETY-SENSITIVE EMPLOYEES SUBJECT TO FEDERAL TRANSIT ADMINISTRATION REGULATIONS DATE ISSUED: June 7, 2004 New Revised X August 8, 2016

will evaluate and respond to this information on a case-by-case basis. Responses may include, among other things, temporary job reassignment or modifications, a request for additional medical documentation and consultation, and/or an instruction that the covered employee not work until the restriction is removed.

c) Any covered employee reporting for work without first advising the Authority about warnings accompanying lawfully prescribed or obtained medications and substances will be subject to discipline up to and including termination of employment. A covered employee's lack of knowledge concerning such warnings will not excuse a violation of this Policy where an employee has failed to make the inquiries required in this section.

3.6 Notification of Workplace Drug Conviction: Employees must notify their supervisor or Human Resource Services of any criminal drug statute conviction for a violation occurring within the workplace within five (5) days of such conviction.

4.0 REQUIRED TESTS AND INVESTIGATION OF COVERED EMPLOYEES’ DRUG AND ALCOHOL TESTING RECORDS FROM PREVIOUS DOT-REGULATED EMPLOYERS. As required by FTA regulations (49 CFR Part 655), the Authority will conduct drug and alcohol tests under the conditions and circumstances described below.

4.1 Pre-Employment Testing and Investigation of Covered Employee's Drug and Alcohol Testing Records from Previous DOT-Regulated Employers:

4.4.1 Drug Test: All job applicants who have received a conditional offer of employment in a covered employee position and all existing employees whose transfer to a covered employee position has been conditionally approved, are required to submit to a pre-employment drug test by 49 CFR §655.41 and must receive a negative test result as a condition of employment.

a) Applicants who test positive will not be considered for employment;

b) Transferring employees who test positive will be subject to disciplinary action, up to and including termination.

4.4.2 Alcohol Test: In addition, the Authority will require all such applicants and transferees to submit to pre-employment alcohol testing (as

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Policies & Series No. 147A Procedures Manual DELAWARE RIVER PORT AUTHORITY PORT AUTHORITY TRANSIT CORPORATION SUBJECT: DRUG AND ALCOHOL ABUSE TESTING POLICY FOR SAFETY-SENSITIVE EMPLOYEES SUBJECT TO FEDERAL TRANSIT ADMINISTRATION REGULATIONS DATE ISSUED: June 7, 2004 New Revised X August 8, 2016

permitted by 49 CFR §655.42) and will require a test result of less than .02 BAC as a condition of hire. Such tests will be conducted prior to the time the applicant is hired or transferred.

a) Applicants with a confirmed test result of .02 BAC or higher will not be considered for employment;

b) Transferring employees with a confirmed test result of .02 BAC or higher will be subject to disciplinary action, up to and including termination.

b) FTA regulations require the Authority to obtain the following specific drug and alcohol-related information from an applicant’s former DOT- regulated employers during the previous two years:

(1) Whether, within the previous two years, the covered employee violated DOT or FTA drug and alcohol prohibitions, including, but not limited to: (A) confirmed alcohol tests with results of 0.04 or greater; (B) drug tests whose results were verified positive; (C) all instances in which the applicant refused to be drug or alcohol tested (including verified adulterated or substituted drug test results); and, (D) other violations of DOT drug and alcohol testing regulations, including the regulations of all DOT operating administrations;

(2) Whether the covered employee failed to undertake or complete a rehabilitation program prescribed by a substance abuse professional (SAP) pursuant to DOT and FTA return- to-duty requirements. If the previous employer does not know this information (e.g., where a previous employer terminated an employee who tested positive on a drug test), the Authority must obtain documentation of the covered employee's successful completion of the SAP’s referred rehabilitation program directly from the covered employee. c) The Authority will provide applicants and transferees with an authorization form permitting the release of the required information described above from each of the applicant's previous DOT-regulated employers. If the applicant refuses to complete and sign the authorization form(s), the individual will be ineligible for employment by the Authority in a covered employee position. All information will be sought in a confidential manner and the Authority will maintain a confidential record with respect to each former employer contacted. The information obtained from a previous employer who employed the

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Policies & Series No. 147A Procedures Manual DELAWARE RIVER PORT AUTHORITY PORT AUTHORITY TRANSIT CORPORATION SUBJECT: DRUG AND ALCOHOL ABUSE TESTING POLICY FOR SAFETY-SENSITIVE EMPLOYEES SUBJECT TO FEDERAL TRANSIT ADMINISTRATION REGULATIONS DATE ISSUED: June 7, 2004 New Revised X August 8, 2016

applicant in a DOT-regulated safety-sensitive position may contain alcohol and drug information which that employer obtained from other previous employers regarding the DOT-required drug and alcohol testing of the applicant during the past two years. d) If the Authority learns from the covered employee’s previous employers that the covered employee had an alcohol test result of 0.04 or greater, a verified positive drug test, or refused to be tested, on a DOT-required drug or alcohol test, or learns that the covered employee violated any other DOT drug and alcohol regulation, the covered employee either will be ineligible to perform safety-sensitive functions for the Authority or, if already hired by the Authority, the covered employee will be terminated, unless the Authority obtains evidence that the covered employee has complied with the return-to-duty requirements, including follow-up tests, set forth in Subpart O of 49 CFR Part 40.

e) The Authority will ask, and the applicant or transferee must disclose, whether he or she has tested positive, or refused to test, on any pre- employment drug or alcohol test administered by an employer to which the applicant applied for, but did not obtain, safety-sensitive transportation work covered by any DOT operating administration’s drug and alcohol testing rules during the past two years. If the applicant or transferee admits that he or she had a positive test result or refusal to test, the applicant or transferee may not perform safety-sensitive functions until the applicant or transferee and the Authority document the successful completion of the return-to-duty process, set forth in Subpart O of 49 CFR Part 40.

f) When a covered employee or applicant has not performed a safety- sensitive function for 90 consecutive calendar days regardless of the reason, and the employee has not been in the Authority’s random selection pool during that time, the covered employee or applicant must submit to a pre-employment drug test and obtain a negative result prior to performing safety-sensitive functions. Returning employees and applicants must submit to a pre-employment alcohol test and receive a test result of less than .02 BAC before performing safety-sensitive functions.

4.2 Post-Accident Drug and Alcohol Testing: a) A covered employee who is performing safety-sensitive functions (as defined) is required under 49 CFR Part 655 to submit to a post- accident drug and/or alcohol test as soon as practicable following an accident (as defined), under the following circumstances:

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Policies & Series No. 147A Procedures Manual DELAWARE RIVER PORT AUTHORITY PORT AUTHORITY TRANSIT CORPORATION SUBJECT: DRUG AND ALCOHOL ABUSE TESTING POLICY FOR SAFETY-SENSITIVE EMPLOYEES SUBJECT TO FEDERAL TRANSIT ADMINISTRATION REGULATIONS DATE ISSUED: June 7, 2004 New Revised X August 8, 2016

(1) Fatal accidents: As soon as practicable following an accident involving the loss of human life, each surviving covered employee operating a mass transit or other Authority-owned vehicle at the time of the accident must be tested for drugs and alcohol. (Testing is not required under this provision if testing is conducted under Series 147B, pursuant to the FMCSA’s rules concerning fatal accident testing.) In addition, the Authority shall also drug and alcohol test any other covered employee whose performance could have contributed to the accident, as determined by the Authority using the best information available at the time of the decision. (2) Non-fatal accidents: As soon as practicable following an accident not involving the loss of human life in which a mass transit or other Authority-owned vehicle is involved, the Authority must drug and alcohol test each covered employee operating the mass transit vehicle(s) at the time of the accident, unless the Authority determines, using the best information available at the time of the decision, that the covered employee’s performance can be completely discounted as a contributing factor to the accident. The Authority shall also drug and alcohol test any other covered employee whose performance could have contributed to the accident, as determined by the Authority, using the best information available at the time of the decision. b) A covered employee involved in an accident must contact his immediate supervisor as soon as possible and advise him of the accident. The immediate supervisor will then notify the applicable DER. The DER will determine if a drug or alcohol test is needed. The covered employee will be advised as to whether he is subject to testing and given information on how to proceed with the required testing. If directed to do so, a covered employee is obligated submit to post-accident drug and alcohol tests as soon as possible. c) The DER shall document any delay (of two or more hours) in alcohol testing of an employee involved in a fatal or non-fatal accident. The DER shall also document his/her decision not to test an employee involved in a non-fatal accident. The attached Form A-5 “Failure to Administer FTA-Required Post-Accident Alcohol Test” form will be used for both purposes. d) A covered employee who is subject to post-accident testing must remain readily available for such testing or else will be deemed to have refused to submit to such testing. However, this “readily available” requirement does not require the delay of necessary medical attention

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Policies & Series No. 147A Procedures Manual DELAWARE RIVER PORT AUTHORITY PORT AUTHORITY TRANSIT CORPORATION SUBJECT: DRUG AND ALCOHOL ABUSE TESTING POLICY FOR SAFETY-SENSITIVE EMPLOYEES SUBJECT TO FEDERAL TRANSIT ADMINISTRATION REGULATIONS DATE ISSUED: June 7, 2004 New Revised X August 8, 2016

for injured people, or prohibit a covered employee from leaving the scene of the accident for the period necessary to obtain assistance in responding to the accident or to obtain necessary emergency medical care. e) A covered employee who is required to submit to a post-accident test will be placed out of service with pay, pending receipt of the test results. The Authority also reserves the right to evaluate the conduct of the covered employee which may have caused or contributed to the accident, to determine if this conduct, in and of itself, should warrant discipline, up to and including termination. f) The results of a breath or blood test for the use of alcohol, or the results of a urine test for the use of drugs, conducted by federal, state, or local officials having independent authority for the test, shall be considered to meet the requirements of this section, provided such tests conform to the applicable federal, state or local alcohol testing requirements, and that the results of the tests are obtained by the Authority. 4.3 Random Drug and Alcohol Testing: a) Each year the Authority will administer random alcohol and drug tests as required by 49 CFR Part 655. Random drug tests may be conducted at any time while a covered employee is on duty. Random alcohol tests will only be conducted while a covered employee is performing safety- sensitive functions, just before the covered employee performs safety- sensitive functions, or just after the covered employee has ceased performing safety-sensitive functions. b) The Authority shall select covered employees for testing using a random number table or a computer-based random number generator that is matched with the covered employees’ social security numbers, payroll identification numbers, or other comparable identification numbers which will ensure that each covered employee has an equal chance of being tested each time selections are made. c) All random tests will be unannounced and the dates for administering the tests will be spread reasonably throughout the calendar year. The dates of random testing, plus the locations and names of those to be tested, are kept in the strictest confidence by the DER and the specimen collector. d) Each covered employee who is notified of selection for random drug or alcohol testing must proceed to the test site immediately. If the covered employee is performing a safety-sensitive function at the time of

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Policies & Series No. 147A Procedures Manual DELAWARE RIVER PORT AUTHORITY PORT AUTHORITY TRANSIT CORPORATION SUBJECT: DRUG AND ALCOHOL ABUSE TESTING POLICY FOR SAFETY-SENSITIVE EMPLOYEES SUBJECT TO FEDERAL TRANSIT ADMINISTRATION REGULATIONS DATE ISSUED: June 7, 2004 New Revised X August 8, 2016

notification, the covered employee must cease performing the safety- sensitive function and proceed to the test site immediately. Covered employees who do not proceed to the test site immediately upon notification of the test may be considered to have refused to submit to the test.

4.4 Reasonable Suspicion Drug and/or Alcohol Testing: a) A covered employee must submit to a reasonable suspicion drug and/or alcohol test, as required by 49 CFR 655.43, whenever a manager, supervisor or DER has reasonable suspicion to believe that the covered employee has violated the drug or alcohol prohibitions contained in this Policy. Reasonable suspicion drug tests may be conducted at any time that the covered employee is on duty. Reasonable suspicion alcohol tests may be conducted only while the covered employee is performing safety-sensitive functions, just before the covered employee performs safety-sensitive functions, or just after the covered employee has ceased performing safety-sensitive functions. b) Reasonable suspicion determinations will be based on specific, contemporaneous and articulable observations concerning the covered employee’s appearance, behavior, speech, or body odors. Documentation of the observations leading to a reasonable suspicion test will be prepared and signed by the supervisor or manager who made the observations. The supervisors and managers who make reasonable suspicion determinations must have received training on alcohol misuse and drug use in accordance with FTA regulations. i. The DER shall document any delay (of two or more hours) in testing an employee determined to be under a reasonable suspicion of alcohol use. The DER shall also document a decision not to test an employee determined to be under a reasonable suspicion of alcohol use. The attached Form A-6 “Failure to Administer FTA-Required Reasonable Suspicion Alcohol Test” form will be used for both purposes c) A covered employee who is directed to take a reasonable suspicion drug and/or alcohol test must submit to the test as directed. The Authority shall transport or ensure transport of the covered employee both to and from the collection site. d) A covered employee who is requested to submit to a reasonable suspicion drug and/or alcohol test will be placed out of service suspended with pay pending receipt of the test result(s). The Authority

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Policies & Series No. 147A Procedures Manual DELAWARE RIVER PORT AUTHORITY PORT AUTHORITY TRANSIT CORPORATION SUBJECT: DRUG AND ALCOHOL ABUSE TESTING POLICY FOR SAFETY-SENSITIVE EMPLOYEES SUBJECT TO FEDERAL TRANSIT ADMINISTRATION REGULATIONS DATE ISSUED: June 7, 2004 New Revised X August 8, 2016

also reserves the right to evaluate the conduct of the covered employee which warranted the reasonable suspicion drug or alcohol tests to determine if the conduct in and of itself should warrant discipline, up to and including termination.

5.0 DRUG AND ALCOHOL TESTING PROCEDURES

As required by the FTA rules (49 CFR Part 655), the Authority’s drug and alcohol testing procedures comply with the Department of Transportation’s (DOT) Federal Procedures For Transportation Workplace Drug and Alcohol Testing Programs, 49 CFR Part 40, as amended. (A copy is available for inspection in the office of the DER). These procedures ensure the integrity, confidentiality and reliability of the testing processes, safeguard the validity of the test results and ensure that these results are attributed to the correct covered employee. Further, these procedures minimize the impact upon the privacy and dignity of persons undergoing such tests. The following provides a summary of the federal procedures.

5.1 Drug Testing Procedures: a) Drugs being tested for: DOT drug tests require laboratory testing for the following five classes of drugs: marijuana, opiates (opium and codeine derivatives), amphetamines and methamphetamines cocaine, and phencyclidine (“PCP”) and their metabolites. i. DOT does not prohibit employers from instituting a “company authority” testing program that is in addition to, and distinct from, the required DOT testing program. Under such non-DOT programs, employers can test for other drugs. (See Series 147C for a list of the other drugs that the Authority tests for under its own, not the DOT, powers. b) Laboratory, Chain-of-Custody and Split-Specimen Collection Method: Drug testing is conducted by analyzing an employee’s urine specimen. The specimen collection procedures and chain-of-custody are intended to ensure that the specimen’s security, proper identification and integrity are not compromised. All drug tests conducted pursuant to this Policy shall be performed by laboratories which are certified by the Department of Health and Human Services (“DHHS.”) DOT has established a chain-of-custody procedure for the collection and analysis of urine samples that will verify the identity of each sample and test result. The collector of the specimen will seal and label the urine specimen, complete a required chain-of-custody form (the “Federal Drug Testing Custody and Control Form,”) and prepare the specimen and accompanying paperwork for shipment to a DHHS-certified laboratory. Only official DOT-authorized Federal Custody and Control forms will be

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Policies & Series No. 147A Procedures Manual DELAWARE RIVER PORT AUTHORITY PORT AUTHORITY TRANSIT CORPORATION SUBJECT: DRUG AND ALCOHOL ABUSE TESTING POLICY FOR SAFETY-SENSITIVE EMPLOYEES SUBJECT TO FEDERAL TRANSIT ADMINISTRATION REGULATIONS DATE ISSUED: June 7, 2004 New Revised X August 8, 2016

used in connection with this procedure. A split-specimen collection method will be used for drug tests. This means that a urine sample will be subdivided into two bottles labeled as a “primary” and a “split” specimen. Both bottles will be sent to a laboratory. Only the primary specimen is opened and used for the urinalysis. The split-specimen bottle remains sealed and is stored at the laboratory. Under certain circumstances, the applicant or covered employee may request a test of the split-specimen by another DHHS-certified laboratory. (See Section 5.1(c)(6) below) This split-specimen procedure provides the applicant or covered employee with an opportunity for a “second opinion” using the same urine sample. c) Confirmation, review and verification of drug test results: (1) All positive drug screening test results will be confirmed by gas chromatography and mass spectrometry (GC/MS). All confirmed positive drug test results will be reviewed by a medical review officer (“MRO”) to determine whether there is any legitimate explanation other than the use of drugs or alcohol in contradiction of this Policy (“legitimate explanation” or “legitimate medical explanation”) for the positive test result. This review may include a medical interview, review of the applicant’s or covered employee’s medical history, and/or a review of any other relevant biomedical factors and all medical records made available by the tested individuals. (2) Individuals with confirmed non-negative results (i.e., positive, adulterated, substituted, and invalid) will be given the opportunity to discuss with the MRO any legitimate explanation for the test result. If, after speaking with the covered employee, the MRO determines that there is a legitimate medical explanation for the confirmed positive test result, the MRO will report the test result as negative to the DER. If the MRO determines that there is no legitimate explanation for the confirmed positive test result, the result will be verified as a “verified positive test result” by the MRO. (3) Under the circumstances set forth in 49 CFR Part 40, the MRO is permitted to verify a test result (i.e., as having been positive or cancelled or a refusal to test) without having first communicated directly with the covered employee. In the event that serious illness, injury or other unavoidable circumstances prevented the covered employee from being contacted by the MRO or the DER, the MRO may reopen the verification process

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Policies & Series No. 147A Procedures Manual DELAWARE RIVER PORT AUTHORITY PORT AUTHORITY TRANSIT CORPORATION SUBJECT: DRUG AND ALCOHOL ABUSE TESTING POLICY FOR SAFETY-SENSITIVE EMPLOYEES SUBJECT TO FEDERAL TRANSIT ADMINISTRATION REGULATIONS DATE ISSUED: June 7, 2004 New Revised X August 8, 2016

to permit the covered employee to provide information concerning a legitimate medical explanation for the positive test. (4) All confirmed adulterated or substituted test results will be reviewed by the MRO to determine whether there is any legitimate medical explanation for the laboratory findings. It is the applicant’s or covered employee’s burden of proof to show that there is a legitimate medical explanation. If the MRO determines that the applicant’s or covered employee’s explanation does not present a reasonable basis for concluding that there is a legitimate medical explanation, the MRO will report the test to the DER and the individual tested as a verified refusal to test because of adulteration or substitution, as set forth in Section 3.2.g. (Refer to Section 6.2 for the consequences of a refusal to submit to a test). If, however, the MRO believes that the applicant’s or covered employee’s explanation may present a reasonable basis for concluding that there is a legitimate medical explanation, the MRO will direct the applicant or covered employee to obtain, within five days of the MRO’s verification interview of the applicant or covered employee, a further medical evaluation. This evaluation will be performed by a licensed physician, acceptable to the MRO, with expertise in the issues raised by the applicant’s or covered employee’s explanation. The covered employee or applicant is responsible for finding and paying for a referral physician. However, on request of the applicant or covered employee, the Authority or MRO will provide reasonable assistance to the applicant’s or covered employee’s efforts to find such a physician. If, after conferring with the referral physician, the MRO concludes that there is a legitimate medical explanation, the MRO shall cancel the test and report the cancellation and the reasons for it to the DER and the tested individual. If, after conferring with the referral physician, the MRO concludes that there is no legitimate medical explanation, the MRO will notify the DER and the tested individual of a verified refusal to test because of adulteration or substitution as set forth in Section 3.2 g. (Refer to Section 6.2 for consequences of a refusal to submit to a test.) (5) If the MRO reports to the Authority that a negative drug test was dilute, the applicant or covered employee will be directed to take another test immediately. If the applicant or covered employee refuses to take a second test, this constitutes a refusal to test. (Refer to Section 6.2 for the consequences of a refusal to submit to a test).

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Policies & Series No. 147A Procedures Manual DELAWARE RIVER PORT AUTHORITY PORT AUTHORITY TRANSIT CORPORATION SUBJECT: DRUG AND ALCOHOL ABUSE TESTING POLICY FOR SAFETY-SENSITIVE EMPLOYEES SUBJECT TO FEDERAL TRANSIT ADMINISTRATION REGULATIONS DATE ISSUED: June 7, 2004 New Revised X August 8, 2016

(6) Right to have split-sample analyzed: (a) Verified Positive Tests: All applicants and covered employees whose primary urine sample results in a verified positive test result have the right to request that their split-sample be analyzed in a different DHHS certified laboratory, selected by the Authority, for the presence of the drug(s) for which a positive result was obtained. The request must be made to the MRO within 72 hours of being notified by the MRO of a verified positive test result. If the split-sample fails to reconfirm the presence of the drug(s) found in the primary sample, or if the split-sample is unavailable, inadequate for testing or untestable, the MRO shall cancel the test and report the cancellation and the reasons for it to the DER, the tested individual and the DOT. However, if the split-sample reconfirms the presence of the drug(s) or drug metabolite(s), the MRO will notify the DER and the tested individual of the test results.

(b) Verified Adulterated or Substituted Tests: All applicants and covered employees whose primary urine sample is verified adulterated or substituted have the right to request that their split-sample be analyzed in a different DHHS certified laboratory, selected by the Authority, to reconfirm the adulterated or substituted result. The request must be made to the MRO within 72 hours of being notified by the MRO of a verified adulterated or substituted test result. If the split-sample fails to reconfirm adulteration or substitution of the primary sample, the MRO shall cancel the test and report the cancellation and the reasons for it to the DER, the tested individual and the DOT. Additionally, if the split-sample is unavailable, inadequate for testing or untestable, the MRO shall cancel the test and report the cancellation and the reasons for it to the DER, and the tested individual. The DER shall ensure the immediate collection of another specimen from the applicant or covered employee under direct observation (see Section 5.1.c.8), with no notice given to the applicant or covered employee until immediately prior to the collection. However, if the split- sample reconfirms adulteration or substitution, the MRO will notify the DER and the tested individual of the test results. Reconfirmation of adulteration or substitution constitutes a refusal to submit to a test, as set forth in

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Policies & Series No. 147A Procedures Manual DELAWARE RIVER PORT AUTHORITY PORT AUTHORITY TRANSIT CORPORATION SUBJECT: DRUG AND ALCOHOL ABUSE TESTING POLICY FOR SAFETY-SENSITIVE EMPLOYEES SUBJECT TO FEDERAL TRANSIT ADMINISTRATION REGULATIONS DATE ISSUED: June 7, 2004 New Revised X August 8, 2016

Section 3.2. (Refer to Section 6.2 for the consequences of a refusal to submit to a test). (7) Inability to provide an adequate amount of urine sample: Applicants and covered employees must provide a urine sample of at least 45 milliliters of urine for a drug test. If the tested individual is unable to provide such a quantity of urine, then the tested individual will be instructed to drink a set amount of fluids and after a set period of time, again attempt to provide a complete sample. If the applicant or covered employee refuses to attempt to provide a new urine specimen, this will constitute a refusal to submit to a test. If the applicant or covered employee has not provided a sufficient specimen within three hours of the first unsuccessful attempt to provide the specimen, the collection will be discontinued. The DER, after consulting with the MRO, will then direct the applicant or covered employee to obtain, within five working days, a medical evaluation. Failure to undergo such an evaluation constitutes a refusal to test. The purpose of the evaluation is to determine whether the applicant or covered employee has a medical condition that has, or with a high degree of probability could have, precluded the applicant or covered employee from providing a sufficient amount of urine. (8) Collections or Re-collections under Direct Observation: Procedures for collecting urine samples allow an individual privacy unless there is a reason to believe that a particular individual has adulterated or substituted, or attempted to adulterate or substitute, the sample, as defined in the Federal Procedures For Transportation Workplace Drug Testing Programs, 49 CFR Part 40. In such cases, a sample may be obtained under the direct observation of a specimen collector of the same gender as the individual being tested. In addition, the Authority will direct an immediate collection under direct observation with no advance notice to the applicant or covered employee, if: (a) The laboratory reported to the MRO that a specimen is invalid, and the MRO reported to the Authority that there was not an adequate medical explanation for the result;

(b) The MRO reported to the Authority that the original positive, adulterated, or substituted test result had to be canceled because the test of the split specimen could be not performed;

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Policies & Series No. 147A Procedures Manual DELAWARE RIVER PORT AUTHORITY PORT AUTHORITY TRANSIT CORPORATION SUBJECT: DRUG AND ALCOHOL ABUSE TESTING POLICY FOR SAFETY-SENSITIVE EMPLOYEES SUBJECT TO FEDERAL TRANSIT ADMINISTRATION REGULATIONS DATE ISSUED: June 7, 2004 New Revised X August 8, 2016

(c) The MRO reported to the Authority that the specimen was a negative dilute with a creatinine concentration greater than or equal to 2 mg/dL but less than or equal to 5 mg/dL; or,

(d) The test is a return-to-duty test or a follow-up test.

5.2 Alcohol Testing Procedures: a) How test will be performed: Alcohol screening tests will be performed by a screening test technician (“STT”) using a non-evidential screening device, or by a breath alcohol technician (“BAT”) using an evidential breath testing device (“EBT”). The Authority ensures that the STTs are proficient in the operation of non-evidential screening devices and that the BATs are proficient in the operation of EBTs. In addition, the Authority will use only non-evidential alcohol screening devices and EBTs which are listed on the conforming products list issued by the National Highway Traffic Safety Administration. b) Confirmation of alcohol test results: If the result of the screening test is an alcohol concentration of 0.02 or greater, a confirmation test will be performed using an EBT. The confirmation test will be conducted within 30 minutes of the end of the screening test. The confirmation test result is the final result upon which any discipline or other action taken under the Authority’s Policy shall be based. c) Inability to provide adequate amount of specimen for alcohol testing: (1) If the covered employee is unable to provide sufficient saliva to complete a test on a non-evidential saliva screening device, the STT shall conduct a new test, using a new device. If the covered employee refuses to complete the new test, this will constitute a refusal submit to a test. If the new test is completed, but there is an insufficient amount of saliva to activate the device, the covered employee shall immediately take an alcohol test using an EBT. If the covered employee declines, or otherwise interferes with the testing, this will constitute a refusal to submit to the test. (2) If a covered employee fails to provide or claims that he or she is unable to provide a sufficient amount of breath to permit a valid breath test, the Authority will direct the covered employee to obtain, within five days, an evaluation from a licensed physician who is acceptable to the Authority and who has expertise in the medical issues raised by the covered

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Policies & Series No. 147A Procedures Manual DELAWARE RIVER PORT AUTHORITY PORT AUTHORITY TRANSIT CORPORATION SUBJECT: DRUG AND ALCOHOL ABUSE TESTING POLICY FOR SAFETY-SENSITIVE EMPLOYEES SUBJECT TO FEDERAL TRANSIT ADMINISTRATION REGULATIONS DATE ISSUED: June 7, 2004 New Revised X August 8, 2016

employee’s failure to provide a sufficient specimen. Failure to undergo such an evaluation constitutes a refusal to test. If the physician concludes that a medical condition has, or with a high degree of probability could have, precluded the covered employee from providing a sufficient amount of breath, the covered employee’s test will be canceled. If the physician concludes that there is not an adequate basis for determining that a medical condition has, or with a high degree of probability could have, precluded the covered employee from providing a sufficient amount of breath, the covered employee will be considered to have refused to test. 6.0 CONSEQUENCES FOR POLICY VIOLATIONS The consequences discussed below apply to applicants and covered employees who are found to have violated this Policy. Regardless of any personnel actions which may be taken, however, FTA regulations require covered employees who engage in any prohibited conduct under this Policy to be advised of available resources for evaluating and resolving problems associated with drug use and alcohol misuse, including the names, addresses and telephone numbers of Substance Abuse Professionals. This information will be provided through the Authority’s Human Resource Services. 6.1 Removal From Safety-Sensitive Functions: DOT and FTA regulations require covered employees who violate this Policy in any way to be immediately removed from performing safety-sensitive functions.

6.2 Refusal to Submit: Any covered employee who refuses to submit to a test will be terminated. Applicants who refuse to submit to a test will be ineligible for employment with the Authority. (Refer to Section 3.2 concerning what actions will constitute a covered employee’s “refusal to submit.”)

6.3 Positive Test Results: a) Applicants: All applicants who receive a verified positive drug test result will be ineligible for employment with the Authority. All applicants who have a BAC over .02 will be ineligible for employment with the Authority. b) Covered employees: (1) Temporary suspension: Any covered employee who is required to submit to a reasonable suspicion or post-accident drug or alcohol test pursuant to this Policy will be suspended with pay pending receipt of the test results.

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Policies & Series No. 147A Procedures Manual DELAWARE RIVER PORT AUTHORITY PORT AUTHORITY TRANSIT CORPORATION SUBJECT: DRUG AND ALCOHOL ABUSE TESTING POLICY FOR SAFETY-SENSITIVE EMPLOYEES SUBJECT TO FEDERAL TRANSIT ADMINISTRATION REGULATIONS DATE ISSUED: June 7, 2004 New Revised X August 8, 2016

(2) Verified positive drug test results and confirmed alcohol test results of 0.04 or greater: If a covered employee receives a verified positive drug test or a confirmed alcohol test result of 0.04 or greater, the covered employee will have tested positive in violation of the FTA-regulations. The covered employee’s suspension will continue without pay pending the results of a disciplinary hearing held pursuant to the procedure set forth in Section 6.3(b) (4) below. If the covered employee is found to have violated this Policy, the covered employee will be terminated from employment. (a) Under DOT regulations, a covered employee may not return to performing safety-sensitive functions after testing positive (which means, for alcohol, testing at 0.04 or greater under DOT regulations) unless the covered employee: (1) is evaluated by a substance abuse professional; (2) successfully complies with the SAP’s recommendations; (3) takes a return-to-duty drug test and receives a negative result, and/or a return-to-duty alcohol test and receives a result of less than .02 BAC; and, (4) participates in a follow-up testing program recommended by the SAP. (3) Alcohol test result between 0.04 and 0.02: If an employee’s alcohol test results in an alcohol concentration of less than 0.04 but equal to or greater than 0.02, the employee will be suspended, without pay. The covered employee will be subject to the disciplinary hearing described in section 6.3(b)(4), below. If the covered employee is found to have violated this Policy, the covered employee will be subject to disciplinary action, up to an including termination. (4) Disciplinary Hearing for Positive Test Results for Alcohol and Drug Tests: In the case of a drug or alcohol test that yields a Positive Test Result, the employee shall be suspended without pay, subject to the following disciplinary procedure:

(a) The Authority shall notify the employee by certified mail of the results and schedule a hearing before the Chief/Director.

(b) If the employee is a member of a bargaining unit, it is the responsibility of the employee to inform his bargaining representative of the test results and the date and time of the hearing.

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Policies & Series No. 147A Procedures Manual DELAWARE RIVER PORT AUTHORITY PORT AUTHORITY TRANSIT CORPORATION SUBJECT: DRUG AND ALCOHOL ABUSE TESTING POLICY FOR SAFETY-SENSITIVE EMPLOYEES SUBJECT TO FEDERAL TRANSIT ADMINISTRATION REGULATIONS DATE ISSUED: June 7, 2004 New Revised X August 8, 2016

(c) At the hearing, the Chief/Director or designee shall review the incident or incidents which caused the Authority to order the tests and the results of the tests. The employee will be given the opportunity to provide information to show that he/she did not violate the Authority Policy and may at that time offer the results of an independent test, if one was conducted, of the employee’s split specimen.

(d) If the Chief/Director determines that the employee has violated the Authority’s Drug and Alcohol Abuse and Testing Policy, the employee will be subject to disciplinary action, up to and including termination from employment. (5) Fitness-for-duty evaluation in the event of covered employee’s legal and authorized use of a drug: Whenever a covered employee is required to submit to a reasonable suspicion drug or alcohol test and receives a negative test result, the Authority may require the covered employee to submit to a fitness-for- duty medical evaluation conducted by a licensed physician. The evaluation may include a review of the covered employee’s medical records, a medical examination, or both. The purpose of the evaluation is to determine whether the covered employee poses a significant risk of substantial harm to the health and safety of the covered employee or others in the workplace, including customers and visitors. Covered employees will be required to provide the necessary authorizations for obtaining the medical records and conducting the examination. Depending upon the results of the evaluation, the Authority will consider whether the safety or health risk can be eliminated or sufficiently reduced by a reasonable accommodation, if applicable. (6) In accordance with DOT regulations, the Authority will provide each applicant and covered employee who violates a DOT regulation (as set forth in this Policy) with a list of substance abuse professionals (SAPs) who are readily available to the employee and acceptable to the Authority. 6.4 Other Policy Violations: Covered employees who commit Policy violations other than those addressed in Sections 6.2 and 6.3 above will be subject to discipline, up to and including immediate termination. Applicants who violate this Policy will be ineligible for employment with the Authority.

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Policies & Series No. 147A Procedures Manual DELAWARE RIVER PORT AUTHORITY PORT AUTHORITY TRANSIT CORPORATION SUBJECT: DRUG AND ALCOHOL ABUSE TESTING POLICY FOR SAFETY-SENSITIVE EMPLOYEES SUBJECT TO FEDERAL TRANSIT ADMINISTRATION REGULATIONS DATE ISSUED: June 7, 2004 New Revised X August 8, 2016

6.5 Potential Denial of Workers’ Compensation and/or Unemployment Compensation Benefits: For purposes of this Policy, violations of DOT’s and FTA’s regulations and/or the requirements of this Policy constitute gross and willful misconduct. In addition to the discipline and other consequences imposed by DOT, FTA and the Authority under this Policy, such gross and willful misconduct may also result in the denial of unemployment compensation under applicable state law. In addition, covered employees who are injured as a result of a violation of DOT’s or FTA’s regulations and/or the Authority’s safety rules(including but not limited to the conduct prohibited under this Policy) may also be denied workers’ compensation benefits under applicable state law.

7.0 NOTIFICATION OF TEST RESULTS

Applicants will be notified of the results of a pre-employment drug test if the applicant requests his/her test results within 60 days of being notified of the disposition of the employment application. Covered employees will be advised of drug test results which are verified positive and the drug or drug(s) for which a positive result was verified. Covered employees will be notified of the results of their alcohol tests immediately after the administration of the screening test and, if necessary, the confirmatory test.

8.0 TESTING EXPENSES AND COMPENSATION FOR TESTS The Authority will pay for drug and alcohol tests and related expenses as follows:

8.1 All drug and alcohol tests required to be taken by covered employees or applicants under this Policy, including confirmation tests, will be paid for by the Authority. Any test taken at a covered employee’s or applicant’s request will be at the covered employee’s or applicant’s expense, unless the result of the test is negative. However, compliance with an applicant’s or covered employee’s request for a split-specimen test may not be conditioned on the covered employee’s or applicant’s direct payment to the MRO or laboratory or the covered employee’s or applicant’s agreement to reimburse the Authority for the costs of testing. The Authority will also pay for the cost of the covered employee’s transportation to the test site, if the test is conducted at a place other than the covered employee’s normal work site. 8.2 All time spent by covered employees providing a specimen required under this Policy, including travel time to and from the collection site, will be considered as on-duty time. The covered employee will receive his or her regular compensation, including overtime if applicable, for such time.

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Policies & Series No. 147A Procedures Manual DELAWARE RIVER PORT AUTHORITY PORT AUTHORITY TRANSIT CORPORATION SUBJECT: DRUG AND ALCOHOL ABUSE TESTING POLICY FOR SAFETY-SENSITIVE EMPLOYEES SUBJECT TO FEDERAL TRANSIT ADMINISTRATION REGULATIONS DATE ISSUED: June 7, 2004 New Revised X August 8, 2016

9.0 VOLUNTARY SELF-IDENTIFICATION OF SUBSTANCE ABUSE PROBLEM

9.1 Consistent with and subject to the Authority’s policies concerning medical and personal leaves and vacations, a covered employee who voluntarily self- identifies himself or herself as having a drug or alcohol problem and requests assistance for such a problem will be referred to a substance abuse professional (which, for purposes of this section, may include an employee assistance professional or qualified drug and alcohol counselor) for an evaluation and, if recommended, an appropriate counseling, education, treatment or rehabilitation program collectively or individually, “Treatment”). The cost of the Treatment is the covered employee’s responsibility. (For further details concerning the employee’s payment obligations, employees should refer to their medical insurance plan.)

9.2 This request must be made before the covered employee begins performing safety-sensitive functions on any work day (i.e., before reporting for duty). This request also must be made before the covered employee is directed or otherwise required to submit to a drug or alcohol test required by DOT or this Policy or before the covered employee has been found to have violated a prohibition contained in this policy. Such timely request shall not constitute a basis for reasonable suspicion testing. 9.3 Once leave commences, periodic certification that the employee is actively continuing to participate in the Treatment, together with progress reports, shall also be required. As a further condition of taking such leave, the employee will be required to authorize the attending SAP to communicate directly with the Authority, including releasing the employee’s relevant treatment records to the Authority, except as federal or state law may otherwise require. All such oral and written communications between the substance abuse professional and Authority shall be treated as confidential. 9.4 Except where the law prohibits, all leave time taken for the evaluation, counseling, treatment or rehabilitation will be counted against the leave to which the employee may be entitled under the federal Family and Medical Leave Act. 9.5 Prior to the time such leave begins, the covered employee will be required to execute the Authority’s “Agreement for Voluntary Evaluation and Treatment of Substance Abuse Problem and Conditions for Continued Employment.” This agreement provides, among other things, that before a covered employee will be permitted to return to his/her driving duties or perform other safety- sensitive functions for the Authority, the covered employee will be required to submit to post-voluntary rehabilitation return-to-duty drug test and/or a post- voluntary rehabilitation return-to-duty alcohol test and must receive a negative result. The agreement also provides that the covered employee may be CLASSIFICATION: Risk Management DISTRIBUTION: D PAGE NO. Page 23 of 28

Policies & Series No. 147A Procedures Manual DELAWARE RIVER PORT AUTHORITY PORT AUTHORITY TRANSIT CORPORATION SUBJECT: DRUG AND ALCOHOL ABUSE TESTING POLICY FOR SAFETY-SENSITIVE EMPLOYEES SUBJECT TO FEDERAL TRANSIT ADMINISTRATION REGULATIONS DATE ISSUED: June 7, 2004 New Revised X August 8, 2016

required to submit to post-voluntary rehabilitation follow-up drug tests and/or post-voluntary rehabilitation follow-up alcohol tests after returning to work, if directed by the treating substance abuse professional. 9.6 If a covered employee voluntarily self-identifies that he or she has a substance abuse problem and requests assistance for such problem, but fails or refuses to comply with the requirements of this section, the covered employee will not be permitted to perform safety-sensitive functions and will be subject to discipline, up to and including termination.

10.0 RECORDKEEPING, ACCESS TO RECORDS AND CONFIDENTIALITY OF TEST RESULTS

10.1 The Authority will maintain records related to its drug and alcohol testing program as required by the DOT’s and FTA’s regulations. These records will be maintained in a secure location with controlled access and will not be released to any person except as required by law or expressly authorized by the covered employee.

10.2 The Authority and its Drug & Alcohol Program service providers may release drug and alcohol testing records to representatives of the USDOT, NJDOT, PennDOT and the NTSB as required by 49 CFR 40.331.

11.0 EDUCATION AND TRAINING PROGRAM

11.1 The Authority has established an employee education and training program for all covered employees, including:

a) Education. The Authority shall display and distribute to each covered employee informational materials concerning substance abuse as well as community service hotline information and information where employees may obtain assistance for substance abuse problems.

b) Training. Covered employees must receive at least 60 minutes of training on the effects and consequences of prohibited drug use on personal health, safety, and the work environment, and on the signs and symptoms that may indicate prohibited drug use.

c) Supervisor Training. Supervisors must receive at least 60 minutes of training on the role and responsibilities of supervisors and other Authority officials who are responsible for determining reasonable suspicion, including:

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Policies & Series No. 147A Procedures Manual DELAWARE RIVER PORT AUTHORITY PORT AUTHORITY TRANSIT CORPORATION SUBJECT: DRUG AND ALCOHOL ABUSE TESTING POLICY FOR SAFETY-SENSITIVE EMPLOYEES SUBJECT TO FEDERAL TRANSIT ADMINISTRATION REGULATIONS DATE ISSUED: June 7, 2004 New Revised X August 8, 2016

(1) General requirements on reasonable suspicion referrals. (2) Alcohol abuse in the workplace. (3) Prohibited Drug use in the workplace. (4) The reasonable suspicion interview

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Policies & Series No. 147A Procedures Manual DELAWARE RIVER PORT AUTHORITY PORT AUTHORITY TRANSIT CORPORATION SUBJECT: DRUG AND ALCOHOL ABUSE TESTING POLICY FOR SAFETY-SENSITIVE EMPLOYEES SUBJECT TO FEDERAL TRANSIT ADMINISTRATION REGULATIONS DATE ISSUED: June 7, 2004 New Revised X August 8, 2016

APPENDIX A

DESIGNATED EMPLOYER REPRESENTATIVES (“DER”)

DRPA Mark Armbruster Safety Specialist ext. 2706 [email protected] Khalil A. Christian Safety Specialist ext. 2240 [email protected]

Public Safety Jack Stief Chief of Police ext. 7840 [email protected] Robert Finnegan Lieutenant, Police ext. 3378 [email protected] George Bollendorf Lieutenant, Police ext. 3717 [email protected]

Claims Brenda Greene Claims Administrator ext. 2241 [email protected] (for “Over-the-Counter and Prescription Medication Disclosure and Evaluation Form” only)

PATCO

David Fullerton System Safety Program ext. 6928 [email protected] Manager

Lyle Hutnick Safety Specialist ext. 6903 [email protected]

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Policies & Series No. 147A Procedures Manual DELAWARE RIVER PORT AUTHORITY PORT AUTHORITY TRANSIT CORPORATION SUBJECT: DRUG AND ALCOHOL ABUSE TESTING POLICY FOR SAFETY-SENSITIVE EMPLOYEES SUBJECT TO FEDERAL TRANSIT ADMINISTRATION REGULATIONS DATE ISSUED: June 7, 2004 New Revised X August 8, 2016

APPENDIX B NON-EXHAUSTIVE LIST* OF POSITIONS COVERED BY FEDERAL TRANSIT ADMINISTRATION REGULATIONS

Public Safety Department Chief Captain Lieutenant Sergeant Corporal Police Officer PATCO Equipment Department Director Managers Technical Supervisor All Equipment Foremen Electrician Electrician A/C Electronic Technician Electronic Technician Trainee Machinist 1/C Machinist 1/C Tool Maker Mechanic Mechanic Apprentice, I, II & III Welder

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Policies & Series No. 147A Procedures Manual DELAWARE RIVER PORT AUTHORITY PORT AUTHORITY TRANSIT CORPORATION SUBJECT: DRUG AND ALCOHOL ABUSE TESTING POLICY FOR SAFETY-SENSITIVE EMPLOYEES SUBJECT TO FEDERAL TRANSIT ADMINISTRATION REGULATIONS DATE ISSUED: June 7, 2004 New Revised X August 8, 2016

PATCO Transit Services Department Director Technical Supervisor Dispatcher Dispatcher Trainee Supervisor Traffic Analyst Train Operator Passenger Services Supervisor Passenger Services Station Supervisor PATCO Way and Power Department Director Technical Supervisor All Way and Power Foremen (not including Custodial Foreman) Managers Electronic Technician Groundskeeper MW Laborer Machine Operator 1/C Machine Operator 2/C Maintenance Man WP Maintainer

*The Authority reserves the right to amend this list at any time without notice.

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SUMMARY STATEMENT

ITEM NO.: PATCO-19-002 SUBJECT: Procurement of Magnetic Particle Inspection Machine

COMMITTEE: Operations & Maintenance

COMMITTEE MEETING DATE: January 8, 2019

BOARD ACTION DATE: January 16, 2019

PROPOSAL: That the Board authorizes staff to negotiate a contract with Schiavone Electronic Labs, Inc. for the procurement and delivery of a Magnetic Particle Inspection Machine.

Amount: $161,300.00

Contractor: Schiavone Electronic Labs, Inc. Blackwood, NJ

Other Bidders: Hocker, Inc. $200,166.25 Houston, TX

PURPOSE: To replace our axle magnetic particle machine which is beyond its useful life expectancy (35+years).

BACKGROUND: A magnetic particle machine (MPI) is a non-destructive testing process for detecting surface and shallow subsurface discontinuities in ferromagnetic materials such as iron and nickel. The magnetic particle machine is mission critical to our operations as it is used for certifying train axles before assembly.

The procurement was publicly advertised on the DRPA web site starting on November 2, 2018 and mailed to fourteen (14) potential bidders, with two (2) bids received. The low responsive bid was submitted by Schiavone Electronic Labs, Inc. in the total amount of $161,300.00.

Staff has completed the evaluation of bids and recommends that the contract be awarded to Schiavone Electronic Labs, Inc. in the amount of $161,300.00 as the low responsive bidder. SUMMARY STATEMENT -2- Procurement of Magnetic Particle O&M: 1/8/2019 Inspection Machine

SUMMARY: Amount: $161,300.00 Source of Funds: General Fund Capital Project #: SCD.31801 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties: N/A PATCO-19-002 Operations & Maintenance Committee Date: January 8, 2019 Board Date: January 16, 2019 Procurement of Magnetic Particle Inspection Machine

RESOLUTION

RESOLVED: That the Board hereby authorizes staff to negotiate an agreement with Schiavone Electronic Labs, Inc. for the procurement and delivery of a Magnetic Particle Inspection Machine for a total cost not to exceed $161,300; and be it further

RESOLVED: That the Chair, 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 Chair, Vice Chairman and President and if thereafter either the Chair or Vice Chairman is absent or unavailable, then the President shall execute the said document(s) on behalf of PATCO.

SUMMARY: Amount: $161,300.00 Source of Funds: General Fund Capital Project #: SCD.31801 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties: N/A

NEW BUSINESS

SUMMARY STATEMENT

ITEM NO.: PATCO-19-003 SUBJECT: Consideration of Pending PATCO Contracts (Between $25,000 and $100,000)

COMMITTEE: New Business

COMMITTEE MEETING DATE: N/A

BOARD ACTION DATE: January 16, 2019

PROPOSAL: That the Board consider authorizing staff to enter into contracts as shown on the Attachment to this Resolution.

PURPOSE: To permit staff to continue and maintain PATCO operations in a safe and orderly manner.

BACKGROUND: At the Meeting held August 18, 2010 the PATCO Commission adopted Resolution 10-046 providing that all PATCO contracts must be adopted at an open meeting of the PATCO Board. The Board proposed modifications to that Resolution at its meeting of September 15, 2010; specifically that all contracts between $25,000 and $100,000 be brought to the Board for approval. The contracts are listed on the Attachment hereto with the understanding that the Board may be willing to consider all of these contracts at one time, but if any member of the Board wishes to remove any one or more items from the list for separate consideration, each member will have that privilege.

SUMMARY: Amount: N/A Source of Funds: See Attached List Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A PATCO-19-003 New Business: January 16, 2019 Board Date: January 16, 2019 Consideration of Pending PATCO Contracts (Between $25,000 and $100,000)

RESOLUTION

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

SUMMARY: Amount: N/A Source of Funds: See Attached List Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A CONSIDERATION OF PENDING PATCO CONTRACTS (VALUED BETWEEN $25,000 - $100,000) – Wednesday, January 16, 2019

Item# Vendor/Contractor Description Amount ProcurementMethod BidsReceived BidAmounts SourceofFunds Horne Products Purchase rolling stock $85,000.00 (N.T.E.) Sole Source Provider, see 1. Horne Products $85,000.00 (N.T.E.) General Funds Farmingdale, NY inventory of third rail attached Sole Source Farmingdale, NY fuses and fuse boxes Justification Memo marked as 1 and associated "Exhibit 1" hardware for PATCO Operations.

Hoppecke Batteries, Inc. Purchase rolling stock $75,000.00 (N.T.E.) Sole Source Provider, see 1. Hoppecke Batteries, Inc. $75,000.00 (N.T.E.) General Funds Hainesport, NY inventory of NiCad attached Sole Source Hainesport, NY batteries for refurbished Justification Memo marked as 2 cars for PATCO "Exhibit 2" Operations. Bombardier Mass Transit Purchase rolling stock $35,000.00 (N.T.E.) Sole Source Provider, see 1. Bombardier Mass Transit $35,000.00 (N.T.E.) General Funds Plattsburgh, NY inventory of suspension attached Sole Source Plattsburgh, NY system components for Justification Memo marked as 3 PATCO Operations. "Exhibit 3"

Twinco Manufacturing Co., Inc. Purchase rolling stock $36,000(N.T.E.) Sole Source Provider, see 1. Twinco Manufacturing Co., Inc. $36,000(N.T.E.) General Funds Hauppauge, NY inventory of transit attached Sole Source Hauppauge, NY traction return Justification Memo marked as 4 impedance bonds for "Exhibit 4" PATCO operations.

Penetone Corporation Purchase rolling stock $26,000.00 (N.T.E.) Sole Source Provider, see 1. Penetone Corporation $26,000.00 (N.T.E.) General Funds Carlstadt, NJ inventory of chemicals attached Sole Source Carlstadt, NJ used to clean exterior of Justification Memo marked as 5 rail cars and neutralize "Exhibit 5" waste water for PATCO operations.