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DELAWARE RIVER PORT AUTHORITY & PORT AUTHORITY TRANSIT CORP.

BOARD MEETING

Wednesday, November 16, 2016 9:00 a.m.

Board Room Camden, NJ

John T. Hanson, Chief Executive Officer

DRPA BOARD

DELAWARE RIVER PORT AUTHORITY BOARD MEETING

Wednesday, November 16, 2016 at 9:00 a.m. One Port Center, 11th Floor, Board Room Camden,

ORDER OF BUSINESS

1. Roll Call

2. Public Comment

3. Report of the CEO – November 2016

4. Report of the CFO

5. Approval of October 19, 2016 Board Meeting Minutes

6. Monthly List of Previously Approved Payments – Covering Month of October 2016

7. Monthly List of Previously Approved Purchase Orders and Contracts of October 2016

8. Approval of Operations & Maintenance Committee Meeting Minutes of November 1, 2016

9. Adopt Resolutions Approved by Operations & Maintenance Committee of November 1, 2016

DRPA-16-118 Contract No. PATCO-56-2016 – PATCO Birch Street Substation Ceiling and Wall Repairs

DRPA-16-119 Extension of Consent to Access Agreement with The Environmental Protection Agency – Welsbach Superfund Site

DRPA-16-121 Food Service Contract for One Port Center

10. Approval of Finance Committee Meeting Minutes of November 2, 2016 11. Adopt Resolutions Approved by Finance Committee of November 2, 2016

DRPA-16-122 Resolution Determining that Net Revenues Satisfy the Net Revenue Requirement for the 2016 Fiscal Year, in Accordance with Section 5.09 of the 1998 Indenture of Trust with TD Bank, N.A.

DRPA-16-123 In-Kind Support for Employee-Funded Charitable Giving and Fund-raising Campaigns

DRPA-16-124 2017 DRPA Capital Budget

DRPA-16-125 Authorization for DRPA to Participate in New Jersey E-ZPass Group and Execute First Addendum to NJ E-ZPass Customer Service Center Services Contract

12. Unfinished Business

13. New Business

DRPA-16-126 Consideration of Pending DRPA Contracts (Between $25,000 and $100,000)

DRPA-16-127 2017 DRPA Board/Committee Meeting Schedules

DRPA-16-120 Custodial Services for DRPA Bridges and Facilities

14. Citizens Advisory Committee Report

15. Adjournment

CEO REPORT

Report of the Chief Executive Officer

NOVEMBER, 2016

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

November 16, 2016

To the Commissioners:

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

Stewardship /Stewardship  Administration Division Selects Recipients of its first “Golden Stewie” Award

The Administration Division established a pilot employee recognition program called the “Golden Stewie” Award Program. The purpose of the program is to recognize employees in the Administration Division who demonstrate commitment to the Authority’s stewardship mission, vision and values and embody the attributes of a World-Class Steward. The pilot program will sunset in one (1) year and can be a model for an Authority- wide program that recognizes all World-Class Stewards. Any division staff member may nominate a division colleague on a nomination form. The nominator must provide detailed descriptions on how the nominee meets criteria in the following four (4) areas: (1) Attitude and Commitment; (2) Interpersonal Skills; (3) Work Performance; and (4) Personal Traits.

The Golden Stewie Award Program was developed by DRPA Chief Administrative Officer (CAO) Toni P. Brown, HRS Director Kelly Forbes, Ann DuVall, Project Analyst, Office of the CAO, Marianne Staszewski, Director of Risk Management and Safety, Maria Mondile, Manager Customer Service (now retired), and Karen Fanning, Insurance Administrator (recently separated from service). On behalf of Chief Administrative Officer (CAO) Toni P. Brown, I am pleased to report that on Thursday, July 7, 2016, the Administration Division bestowed its first “Golden Stewie” award to two deserving recipients: Fritz Sims, Manager, Printing Services and Mike DiGiamberardino, Senior Reproduction Technician. I was pleased to be in attendance to congratulate both employees.

Fritz and Mike were commended for “repeatedly impressing their internal customers, providing the Authority with remarkable products that we are able to share with immense pride.” The co- recipients were also complimented for providing “the highest possible internal customer service,” “delivering top quality products,” and doing so with “grace and humility,” taking great pride in their work”. The nomination form also mentioned that when they are called upon to handle a project on a tight deadline, they always “exude a calmness and composure that resonates,” reminding us that the job is in capable hands.

Pictured left to right: Mike DiGiamberardino and Fritz Sims

We congratulate Fritz and Mike on being selected the co-recipients of this very special award. They embody all of the attributes of a World-Class Steward.

 A grateful PATCO customer wrote in to commend Station Supervisor Lisa Stratton and the FREEDOM Card Service Center. “A shout out to the excellent, exceptional customer service at Woodcrest Station! My PATCO card wasn’t working. Your representative stopped me from buying a new card and tried my card at the gates – still didn’t work. She then walked me over to the FREEDOM Service Center, where that employee replaced it with a new card … stellar customer service.” John Martinsen DRPA

Strategic Planning Update for November

We recently initiated a new strategic planning process at DRPA & PATCO to help clarify our future direction, define priorities, and help build even greater capacity to carry out our mission and help us realize our vision to be highly regarded as a “World-Class Stewardship” organization.

We are working to establish open dialogue, build community, and improve and enhance the services we deliver to our customers, our employees, and the community.

During the initial phase of the process, the members of the Board of Commissioners and management participated in planning sessions to determine the strategic objectives and goals for the next five years.

As part of our commitment to ensure that the planning process reflects public participation and input, we conducted a series of public focus groups as well as an online public opinion survey designed to solicit input from customers, stakeholders and the general public.

The input received from the planning sessions and public outreach will form the basis of the written strategic plan which will be completed early next year.

Triennial Review Summary The Federal Transit Administration allots the Authority between $12 and $15 million dollars in grant funding per year. Every three years, the FTA reviews 15 applicable areas of our operations. Starting in December of 2015, staff collaborated on replies to 303 questions and assembled over 200 requested supporting documents. The reviewer was on site on August 9th and 10th to inspect files and discuss all of the submitted information in detail.

I am happy to report that this Triennial Review contained only one deficiency. Staff gathered the necessary information and the final report issued on October 4th has listed this deficiency as closed.

The successful review was a collaborative effort by a group of dedicated professionals. They are Amy Ash, Toni Brown; Michael Venuto; James White; John Rink; Raymond J. Santarelli; Jack Stief; John Lotierzo; Kelly Forbes; William Shanahan; Robert Traver; Pat McBride; Barbara Holcomb; Darcie DeBeaumont; Ann DuVall; Erin Watterson; Ronald Kelly; David Fullerton; Mike Howard; Susan Squillace; Thomas Zamorski; Karen Dougherty; Phil Spinelli and William Shaw. I would like to sincerely thank each one of them for their time and efforts. For a list of Bridge and Finance actions, see Attachment 1 For a list of Personnel Actions, see Attachment 2 For a list of Contracts and Purchases, see Attachment 3 For a list of Risk Management & Safety Actions, see Attachment 4 For the Affirmative Action Report, see Attachment 5 For a list of Legal Statistics, see Attachment 6 ______

PATCO

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 October 2016

Calls for Service: 7,077 Total Arrests: 118 Adults: 118 Juv.: CDS Arrests: 11 DWI Arrests: 23

Arrests: CBB: 2 BFB: 35 PATCO: 61 BRB: 1 WWB:19 Arrests NJ: 94 Arrests PA: 23

Reportable Accidents: CBB: 2 BFB: 12 PATCO: 4 BRB: 1 WWB:12

Non Reportable Accidents: CBB: 5 BFB: 18 PATCO: 4 BRB: 5 WWB:23

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

Incident Type CBB BFB PATCO BRB WWB Total 26 Assist-Routine PD Backup 74 433 241 135 376 1,263 33 MV Stop 131 391 28 174 407 1,134 25x Insufficient Funds 1 3 14 1 617 638 302 Security Check/Detail 25 156 81 149 120 531 25 Escort 136 34 1 30 220 422 35X Motorist Aid/Service To Patron 21 63 153 77 77 391 46 Construction/Trades Backup 39 49 2 67 124 282 88X Parking Viol./Compl. 18 259 1 278 47 Disabled MV 29 59 5 51 126 270 86 Removal 5 246 3 254 50X Leaving Jurisdiction 16 56 53 20 63 218 1 Headquarters Assignment 4 92 20 10 45 171 90 Other PD Assist 7 52 74 6 22 162 15 MV Accident 14 29 4 5 42 94 91 Ped Investigation/Stop 6 84 2 92 25EZ Easy Pass Redirect 1 2 85 88 82 Notification 4 14 55 6 7 86 33C CV Stop 18 23 7 21 69 309 Special Detail 1 10 48 1 4 64 78X Toll Evasion/TOS 22 14 1 1 5 43 12 Suspicious Person/Activity/Event 1 7 28 2 5 43 84 Check On Subject Well-being 2 5 27 1 4 39 25T Fare Problem 1 34 4 39 79 Roadway Hazard/Station Hazard 4 8 1 7 14 34 56 Med Emerg/Injury Report 1 18 3 3 25 8 911 Hang Up/Mis-Dial 1 10 11 1 23 341F Property Found 2 19 21 Activity for the Month of October 2016

Calls for Service: 7,077 Total Arrests: 118 Adults: 118 Juv.: CDS Arrests: 11 DWI Arrests: 23

Arrests: CBB: 2 BFB: 35 PATCO: 61 BRB: 1 WWB:19 Arrests NJ: 94 Arrests PA: 23

Reportable Accidents: CBB: 2 BFB: 12 PATCO: 4 BRB: 1 WWB:12

Non Reportable Accidents: CBB: 5 BFB: 18 PATCO: 4 BRB: 5 WWB:23

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

Incident Type CBB BFB PATCO BRB WWB Total 29 Alarm Activation 1 3 16 1 21 98 Panhandling/Soliciting 17 17 83X Car Wash 1 2 10 15 78 Toll Dispute 2 3 6 4 15 58 Drivers License Check 14 14 64 Larceny/Theft 10 2 1 13 309T Training Assignment Detail 1 3 8 13 59 MV Look Up 5 6 1 12 79X Debris Strike 1 6 4 11 341L Property Lost 9 9 101 BOLO 4 3 1 1 9 65 Vandalism/ Mischief 1 7 8 52 Erratic Driver/Unfit Motorist 2 2 2 2 8 16 Hit & Run 3 4 1 8 81 General Complaint 6 1 7 49X Inspection Report 2 5 7 38 Transport Courtesy 5 2 7 87 Trespassing 2 3 1 6 17X Open/Secured Property 2 2 2 6 313 Complaint against Police 4 1 5 310 Bridge Damage/PATCO Damage 1 1 2 1 5 306 Enforcement Detail 2 3 5 83 Counterfeit 1 1 2 4 80 Break 2 2 4 77 Domestic 4 4 74 Suicide Attempt 3 1 4 71 Fight/Disturbance 4 4 Activity for the Month of October 2016

Calls for Service: 7,077 Total Arrests: 118 Adults: 118 Juv.: CDS Arrests: 11 DWI Arrests: 23

Arrests: CBB: 2 BFB: 35 PATCO: 61 BRB: 1 WWB:19 Arrests NJ: 94 Arrests PA: 23

Reportable Accidents: CBB: 2 BFB: 12 PATCO: 4 BRB: 1 WWB:12

Non Reportable Accidents: CBB: 5 BFB: 18 PATCO: 4 BRB: 5 WWB:23

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

Incident Type CBB BFB PATCO BRB WWB Total 60 Stolen Check/Wanted 4 4 48 Minor Incident 1 2 1 4 302K K9 Sweep 4 4 101S BOLO Suicidal 2 2 4 96 Slow Traffic 2 1 3 70 Animal Complaint 2 1 3 56 Medical Emerg/Injury Report 3 3 14 Intoxicated Subject 2 1 3 97 Traffic Pattern Adjust 1 1 2 83X Car Wash 1 1 2 5 Meet 2 2 49 Investigate Location Conditions 2 2 20 Stolen/Recovered Vehicle 2 2 11 Fire 1 1 2 101L LOJACK Hit 1 1 2 TRN Train Problem Equipment/Mechanical 1 1 85X Assault 1 1 71X Harassment/Threats 1 1 71X Harassment/Threats 71R Road Rage 1 1 7 Pick Up 1 1 68 Wanted Check 1 1 65X Lewdness 1 1 63 Narcotics Offense 1 1 53 Abandoned Vehicle 1 1 34 Suspicious Vehicle 1 1 312 Complaint against DRPA 1 1 212 Employee Injury 1 1 Activity for the Month of October 2016

Calls for Service: 7,077 Total Arrests: 118 Adults: 118 Juv.: CDS Arrests: 11 DWI Arrests: 23

Arrests: CBB: 2 BFB: 35 PATCO: 61 BRB: 1 WWB:19 Arrests NJ: 94 Arrests PA: 23

Reportable Accidents: CBB: 2 BFB: 12 PATCO: 4 BRB: 1 WWB:12

Non Reportable Accidents: CBB: 5 BFB: 18 PATCO: 4 BRB: 5 WWB:23

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

Incident Type CBB BFB PATCO BRB WWB Total 18 Robbery 1 1 0 ATTACHMENT 1 FINANCE

REVENUE AUDIT

Reported traffic and revenue for all four DRPA bridges for the month of September 2016:

2015 2016 Cash Revenue $7,733,297.31 $8,236,785.48 ETC Revenue $17,380,279.45 $19,305,158.30 Total Revenue $25,113,576.76 $27,541,943.78 Non ETC Traffic 1,421,070 1,527,410 ETC Traffic 2,547,589 2,892,357 Total Traffic 3,968,659 4,419,767 DELAWARE RIVER PORT AUTHORITY Attachment 1 TRAFFIC & BRIDGE TOLL FIGURES FOR THE PERIODS INDICATED

MONTH OF SEPTEMBER TRAFFIC BRIDGE TOLLS -----2016------2015----- INC/(DEC) INC/(DEC) TRAFFIC TOLLS TRAFFIC TOLLS % AMOUNT % AMOUNT BEN FRANKLIN 1,534,952 $8,521,282.46 1,313,184 $7,370,137.04 16.89 221,768 15.62 $1,151,145.42 WALT WHITMAN 1,703,707 10,627,941.63 1,632,517 10,274,904.95 4.36 71,190 3.44 353,036.68 COMMODORE BARRY 647,276 4,873,403.84 602,017 4,582,349.11 7.52 45,259 6.35 291,054.73 BETSY ROSS 533,832 3,519,614.85 420,941 2,886,575.66 26.82 112,891 21.93 633,039.19 4,419,767 $27,542,242.78 3,968,659 $25,113,966.76 11.37 451,108 9.67 $2,428,276.02 `

YEAR TO DATE TRAFFIC BRIDGE TOLLS 1/1/16 TO 9/30/16 1/1/15 TO 9/30/15 INC/(DEC) INC/(DEC) TRAFFIC TOLLS TRAFFIC TOLLS % AMOUNT % AMOUNT BEN FRANKLIN 13,919,666 $77,260,525.53 13,200,682 $73,433,978.51 5.45 718,984 5.21 $3,826,547.02 WALT WHITMAN 15,110,805 94,163,500.65 14,734,584 91,929,451.97 2.55 376,221 2.43 2,234,048.68 COMMODORE BARRY 5,508,682 41,973,415.23 5,129,673 39,054,390.14 7.39 379,009 7.47 2,919,025.09 BETSY ROSS 4,517,780 29,637,795.78 3,710,704 25,307,496.20 21.75 807,076 17.11 4,330,299.58 TOTALS 39,056,933 $243,035,237.19 36,775,643 $229,725,316.82 6.20 2,281,290 5.79 $13,309,920.37

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 NOVEMBER 16, 2016 ARTICLE XII-A ATTACHMENT 2

PERSONNEL ************************************************************************************************************************* TEMPORARY APPOINTMENTS Robert L. Alesiani Temporary No Benefits Eff: 10/08/2016 to 01/06/2017 Executive Division Strategic Initiatives (OPC)

APPOINTMENTS Evelyn Maldonado Data Base Clerk Eff: 10/03/2016 Operations Division Bridge Director’s Office (WWB)

Daniel J. Fleming Electrical Technician Eff: 10/31/2016 Operations Division Electrical

Robert P. Hicks, Jr. Chief Operating Officer Eff: 10/31/2016 Operations Division Office of the COO (OPC)

Michael Roccia Electrical Technician Eff: 10/31/2016 Operations Division Electrical

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION TimothyA.Ahern From: TollCollector To: ActingPlazaSupervisor Operations Division Operations Division Bridge/Toll(WWB) Bridge/Toll(WWB) Eff: 10/01/2016 to 11/25/2016

Susan M. Nixon From: Toll Collector To: Acting Plaza Supervisor Operations Division Operations Division Bridge/Toll (BFB) Bridge/Toll (WWB) Eff: 10/01/2016 to 11/25/2016

Robert V. Sheeran From: Toll Collector To: Acting Plaza Supervisor Operations Division Operations Division Bridge/Toll (BRB) Bridge/Toll (BFB) Eff: 10/01/2016 to 11/25/2016

Actions of the Chief Executive Officer Commission Meeting of 11/16/2016 Page 2 of 5 TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION - continued

George J. Zisis From: Building Services Clerk To: Acting Supervisor, Mailroom Administration Division Administration Division Mailroom (OPC) Mailroom (OPC) Eff: 10/15/2016 to 12/02/2016

Christopher A. Caruso From: Toll Collector To: Acting Plaza Supervisor Operations Division Operations Division Bridge/Toll (WWB) Bridge/Toll (CBB) Eff: 10/29/2016 to 12/23/2016

PROMOTIONS Joseph C. Ebling From: Police Officer To: Corporal of Police Public Safety Division Public Safety Division Transit Unit, Platoon 1 Transit Unit, Platoon 1 Eff: 10/08/2016

Jessica E. Gabe From: Police Officer To: Corporal of Police Public Safety Division Public Safety Division BFB,Platoon3 TransitUnit,Platoon3 Eff: 10/08/2016

Daniel M. Grazioli From: Police Officer To: Corporal of Police Public Safety Division Public Safety Division BFB,Platoon3 TransitUnit,Platoon4 Eff: 10/08/2016

John T. Hogan From: Police Officer To: Corporal of Police Public Safety Division Public Safety Division WWB,Platoon3 BFB,Platoon3 Eff: 10/08/2016

John T. Meiler, IV From: Police Officer To: Corporal of Police Public Safety Division Public Safety Division BFB,Platoon3 WWB,Platoon4 Eff: 10/08/2016

John J. Rambo From: Police Officer To: Corporal of Police Public Safety Division Public Safety Division WWB,Platoon4 BFB,Platoon4 Eff: 10/08/2016

Actions of the Chief Executive Officer Commission Meeting of 11/16/2016 Page 3 of 5 PROMOTIONS - continued

Richard T. Zappile From: Police Officer To: Corporal of Police Public Safety Division Public Safety Division TransitUnit,Platoon2 BFB,Platoon2 Eff: 10/08/2016

Patrick W. Dolly From: Corporal of Police To: Sergeant of Police Public Safety Division Public Safety Division BFB,Platoon3 PublicSafety-Administration (BFB) Eff: 10/08/2016

Jose A. Espino From: Corporal of Police To: Sergeant of Police Public Safety Division Public Safety Division WWB,Platoon4 PublicSafety-(CBB) Eff: 10/08/2016

Timothy M. Hoagland From: Corporal of Police To: Sergeant of Police Public Safety Division Public Safety Division TransitUnit,Platoon1 PublicSafety-(BFB) Eff: 10/08/2016

Emerson B. Lewis From: Corporal of Police To: Sergeant of Police Public Safety Division Public Safety Division TransitUnit,Platoon3 PublicSafety-(BFB) Eff: 10/08/2016

Sean P. Longfellow From: Corporal of Police To: Sergeant of Police Public Safety Division Public Safety Division Special Investigations Unit Public Safety - Administration (BFB) Eff: 10/08/2016

John J. Quigley From: Corporal of Police To: Sergeant of Police Public Safety Division Public Safety Division BFB,Platoon4 PublicSafety-TransitUnit Eff: 10/08/2016

Daniel J. Ragone From: Corporal of Police To: Sergeant of Police Public Safety Division Public Safety Division BFB,Platoon2 CommercialVehicleUnit Eff: 10/08/2016

Actions of the Chief Executive Officer Commission Meeting of 11/16/2016 Page 4 of 5 PROMOTIONS - continued

Robert A. Harper From: Network Technician To: Systems Administrator Executive Division Executive Division Information Services - Information Services - Production Systems (OPC) Production Systems (OPC) Eff: 10/22/2016

Ilene M. Orem-O’Hara From: Administrative Secretary To: Executive Secretary Finance Division Finance Division Finance Director’s Office (OPC) Office of the Chief Financial Officer (OPC) Eff: 10/22/2016

Vijay R. Pandya From: Principal Engineer, C&M To: Manager, Construction & Engineering Division Maintenance Engineering - Construction & Engineering Division Maintenance (OPC) Engineering - Construction & Maintenance (OPC) Eff: 10/22/2016

Kaitlyn P. Nelson From: Purchasing Specialist To: User Support Administrator Finance Division Executive Division Purchasing (OPC) Information Services - Production Systems (OPC) Eff: 10/29/2016

INTERAGENCY PROMOTION to DRPA - from PATCO - None

INTERAGENCY PROMOTION to PATCO - from DRPA - None

INTERAGENCY TRANSFERS to PATCO - from DRPA - None

INTERAGENCY TRANSFERS to DRPA - from PATCO - None

TRANSFERS - DEPARTMENTAL - None

RETIREMENTS

Christopher A.W. Bell Sergeant of Police Eff: 10/07/2016 Public Safety Division Public Safety (BFB)

Actions of the Chief Executive Officer Commission Meeting of 11/16/2016 Page 5 of 5 RESIGNATIONS

Kristen K. Mayock Deputy General Counsel Eff: 10/03/2016 General Counsel Division Office of the General Counsel (OPC)

Karen A. Fanning Insurance Administrator Eff: 10/14/2016 Administration Division Benefits Administration (OPC)

Shellie R. Daniels-Jones Dispatcher Eff: 10/25/2016 Public Safety Division Dispatch/Central Records (BFB)

END OF TEMPORARY ASSIGNMENT

Derek L. Frith Temporary No Benefits Eff: 10/07/2016 Executive Division Corporate Communications & Community Relations (OPC)

DECEASED - None

REPORT OF THE CHIEF EXECUTIVE OFFICER ATTACHMENT 3 CONTRACTS AND PURCHASES

ATTACHMENT 3

MONTHLY REPORT GENERAL PROCUREMENT ACTIVITY

During the month of October there were 70 Purchase Orders awarded totaling $798,701.72.

Approximately 71.18% or $568,537.45 of the monthly dollar total was made available to MBE and WBE’s, representing 32.86% or 23 of the monthly total number of Purchase Orders.

Of the total monthly procurement available to MBE’s and WBE’s, approximately 10.38% or $58,990.99 was awarded to MBE’s and approximately 0.01% or $79.46 was awarded to WBE’s.

Of the total number of Purchase Orders available to MBE’s and WBE’s, approximately 56.52% or 13 Purchase Orders were awarded to MBE’s and approximately 4.35% or 1 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 4500002715, MBI Group Inc. Blue Bell, PA. Purchase Contract for UPS Maintenance Services for BFB, BRB and CBB. Contract Value: $11,357.00. (Low Bid of 3, 6 Vendors Solicited).

Purchase Order 4500002729, Dell Marketing L.P. Round Rock, TX. Purchase Contract for One (1) Year Premium and Standard Subscription for Red Hat Enterprise Linux Server. Contract Value: $18,217.64. (NJ State Contract).

Purchase Order 4500002853, EPlus Technology, Inc. Newtown, PA. Purchase Contract for Equipment and Tools for 3650 Switch. Contract Value: $15,658.88. (NJ State Contract).

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

None

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

None

Re: Article XII-C, Section 5

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

Contracts and Engineers: $8,689,524

November 16, 2016 1 SCHEDULE 1 ARTICLE XII-C, SECTION 5 SUMMARY OF AUTHORIZED CONTRACT AND ENGINEERING PAYMENTS BRIDGES AND PATCO SYSTEM November 16, 2016

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

Brinckerhoff Environmental Services, Inc. (DRPA-14-030) Remedial Investigation for New Jersey Sites $ 611,119 81.7% $ 499,424 35,655 $ 461,161 19 & 20 $ 2,608 (DRPA-15-147) Remedial Investigation of Gateway Properties 1,599,883 48.6% 778,285 69,155 624,013 11 & 12 85,117

HNTB Corporation (DRPA-16-020) Commodore Barry Bridge 2016 Biennial Inspection 654,000 74.4% 486,772 32,132 360,018 6 94,622

HAKS Engineers, Architects & Land Surveyors, P.C. (DRPA-16-018) Ben Franklin Bridge - 2016 Biennial Inspection 584,000 79.2% 462,264 28,366 348,236 4 85,661

Modjeski and Masters Consulting Engineers (DRPA-16-019) 2016 Biennial Inspection - WWB 791,000 55.9% 442,040 20,284 320,856 4 & 5 100,900 (DRPA-16-001) Commodore Barry Bridge - Structural Rehabilitation - Phase 2 - Design 1,409,403 11.5% 161,549 7,303 129,679 4 24,567

Jacobs Engineering Group, Inc. (DRPA-15-050) Rehabilitation of Track Structure on the Westmont Viaduct 1,969,847 35.3% 696,049 63,688 548,962 14 83,398 (DRPA-15-021) PATCO Replacement of Rectifier Transformers 241,881 35.8% 86,607 7,231 51,828 9 & 10 27,548

IEW Construction Group, Inc. (DRPA-14-098) BRB Bridge Resurfacing and Approach Roadway 17,816,500 62.5% 11,136,196 1,117,041 9,108,497 18 910,659

STV Inc. (DRPA-14-150) Phase 1- NJ Approach Spans & U.S. 130 Overpass Construction Monitoring Services 2,305,500 71.7% 1,652,553 94,201 1,412,517 19 & 20 145,835

URS Corporation (DRPA-14-077) Emergency Authorization Contract DRPA Vehicle Permit Program 2,149,820 45.5% 978,037 83,085 281,507 3 613,445 (DRPA-15-053) Construction Monitoring Services BRB I-95 Interchange Improvements 502,053 35.1% 176,213 15,542 140,575 8 20,096

Alstom (DRPA-10-154) PATCO Transit Car Overhaul 194,197,337 49.0% 95,146,120 4,757,306 89,257,018 52 & 53 1,131,796

AECOM (DRPA-13-001) PATCO Right of Way Embankment - Phase 5 610,096 78.6% 479,231 34,037 444,657 26 537 (DRPA-16-017) Environmental Engineering Consultation 485,000 75.4% 365,464 19,556 296,386 5 49,523

Remington & Vernick Engineers, Inc. (DRPA-16-021) PATCO 2016 Biennial Inspection 353,000 43.2% 152,645 11,771 94,592 6 46,283

Johnson, Mirmiran & Thompson (DRPA-14-099) Resurfacing & Approach Roadway Rehabilitation 1,158,404 94.7% 1,097,578 83,965 950,112 19 & 20 63,501

1 ARTICLE XII-C, SECTION 5 SUMMARY OF AUTHORIZED CONTRACT AND ENGINEERING PAYMENTS BRIDGES AND PATCO SYSTEM November 16, 2016

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

Sowinski Sullivan Architects (DRPA-13-080) Design Services for Installing Elevators in Remaining PATCO Stations 1,858,200 75.1% 1,395,094 54,891 1,289,884 25 50,320

South State, Inc. (DRPA-15-082) WWB Toll Plaza, Substructure and Paving Rehabilitation 6,238,341 54.9% 3,421,733 256,630 2,913,170 8 251,932

Railroad Construction/Railroad Construction Co. of SJ, Inc. (DRPA-15-049) Rehabilitation of Track Structure on the West Viaduct 11,750,000 27.6% 3,241,285 423,994 2,303,768 11 513,523

United States Roofing Corporation (DRPA-16-047) BFB Admin, Maintenance, & Annex Building Roof Rehabilitation 1,453,000 35.0% 509,142 50,914 0 1 458,228

Maser Consulting, P.A. (DRPA-15-083) WWB Toll Plaza Substructure and Paving Rehabilitation 1,073,084 47.6% 511,258 35,940 318,781 11 & 12 156,537

Corcon, Inc. (DRPA-15-081) WWB Bridge Painting Suspension Spans and Towers 56,566,740 37.4% 21,132,579 2,113,258 15,625,504 11 3,393,816

Scalfo Electric, Inc. (PATCO-15-021) Replacement of Rectifier Transformers 2,369,000 87.8% 2,080,537 188,103 1,513,364 7 & 8 379,071

Total Contract and Engineer Payments $8,689,524

2

REPORT OF THE CHIEF EXECUTIVE OFFICER ATTACHMENT 4 RISK MANAGEMENT & SAFETY

Delaware River Port Authority INTEROFFICE COMMUNICATION

To: Toni P. Brown, Chief Administrative Officer

From: Marianne Staszewski, Director Risk Management & Safety

Subject: Risk Management & Safety October Activity Report

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

Contractor Meetings Attended By Risk Management & Safety DRPA DATE CONTRACTOR CONTRACT NO. PROJECT/WORK AREA Task Order 10/3 HAKS CM5508 Kick-off Safety meeting for the WWB Suspender Rope Inspection Progress Meeting regarding BFB Administration, Maintenance and 10/6, 10/20 US Roofing BF-43-2015(R) Annex Building Roof Replacements 10/17 R.E. Pierson BR-17-2016 Kick-off Safety meeting for the Approach Roadway Resurfacing

Safety Meetings Attended By Safety Specialists * attended by Director of Risk Management DATE NAMEOFMEETING 10/4 Monthly C&M & Fleet Managers Meeting 10/11 * Monthly Incident Accident Investigation Committee meeting 10/4 Monthly Bridge WWB Operations Meeting 10/11 Monthly Work Place Safety Meeting at the BFB 10/12 * Meeting with Safety & Risk Management regarding the 2016 Snow Plow refresher training 10/13 Monthly Work Place Safety Meeting at the CBB Meeting with staff from Safety, Contract Administration, & the HRS Training regarding the 2016 Snow 10/18 Plow refresher training 10/18 Monthly Work Place Safety Meeting at the BRB 10/19 * Monthly Bridge Directors meeting with Risk Management, Safety & Fleet Management 10/20 Monthly SOP Review meeting 10/20 * Monthly staff meeting with the Director of Risk Management 10/21 * Monthly Risk Management & Safety Staff meeting with CAO 10/25 Meeting with Safety & OPC Fire Captains regarding OPC Fire Drill 10/26 * Monthly Central Safety & Health Meeting 10/26 Monthly Meeting Programs & Activities Subcommittee 10/27 * Division Staff Meeting 10/27 Environmental Coordination Team Meeting 10/28 * Meeting with Safety & Director of Risk Management regarding the 2017 Safety Matrix

1 Risk Management Meetings Attended By the Director of Risk Management 10/4 Pre-Bid Meeting for PATCO Contract No. PATCO-56-2016 10/4 Meeting with Strategic Planning Break Out Group 1 10/6 Pre-Bid Meeting for DRPA Contract No. BF-42-2014(R) Miscellaneous ROW Repairs 10/6, 10/13, Weekly conference calls on OCIP litigated claims with AIG claim representatives, TSIB and defense 10/20 counsel 10/6, 10/12, 10/18, 10/25 Weekly Staff Meetings with CAO Meeting with various DRPA staff regarding Parking Authority pending under bridge 10/12 parking agreement 10/13 Conference call with DRPA Legal Staff regarding Iron Mountain contract 10/14 2017 Operating Budget Hearing with finance staff and the CAO 10/25 Meeting with CAO, General Counsel, and Director of IS regarding Cyber Liability consulting services 10/21 Senior Staff Meeting 10/24 Administration Division Agenda Review Meeting 10/24 Quarterly Meeting with OPC Property Manager Terri Cipollone

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

Training Coordinated or Conducted by DRPA Safety - * Attended By Risk Management & Safety DATE TYPEOFTRAINING 10/3 New Hire Orientation for 1 Data Base Clerk conducted by DRPA Safety 10/14 New Supervisor Reasonable Suspicion Training conducted by DRPA Safety 10/14 New Supervisor Workplace Violence Training conducted by DRPA Safety 10/31 New Hire Orientation for 2 Electrical Technicians conducted by DRPA Safety

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

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

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

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

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

 Safety Specialist updated the Risk Management & Safety e.net page with the monthly safety tip for October, “Safety Guide for Fall”.

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REPORT OF THE CHIEF EXECUTIVE OFFICER ATTACHMENT 5 EEO REPORT

DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

1 Chief Executive Officer 1 2 Chief Administrative Officer 1 3 Chief Operating Officer 1 4 Deputy Chief Executive Officer 1 5 Chief Financial Officer 1 6 Chief Engineer 1 7 Deputy General Counsel 1 0 8 General Counsel/Corporate Secretary 1

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

1 Construction & Maintenance Manager 0 3 2 Fleet Shop Manager - South 1 3 Manager, Budget/Financial Analysis 1 4 Manager, Capital Grants 1 5 Manager, Government Relations 1 6 Manager, Contract Administration 1 7 Manager, Internal Audit 1 8 Manager, Payroll 1 9 Manager, Procurement & Stores 1 10 Manager, Production Systems 1 11 Manager, Revenue Audit 1 12 Toll Manager 1 1 13 Manager, Accounting 1

Page 1 of 6 As of OCTOBER 31, 2016 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

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

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

OFFICIALS & MANAGERS (Total By State) 2 45 21

TOTAL OFFICIALS & MANAGERS 68

1 Lieutenant of Police 4 2

1 Plaza Supervisor 11 10

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

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

Page 2 of 6 As of OCTOBER 31, 2016 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

6 Associate Engineer 2 1 7 Claims Administrator 1 1 8 Construction Contract Compliance Specialist 1 9 Payroll Administrator 1 10 Accountant 1 1 11 Auditor 1 12 Budget Analyst 1 13 Project Analyst 1 14 Contract Administrator 0 15 Financial Analyst 1 16 Revenue Analyst 1 17 Safety Specialist 1 1 18 Technical Support Administrator & Environmental Coordinator 1 19 Insurance Administrator 0 20 Records Manager 1

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

PROFESSIONALS (Total By State) 1 57 29

TOTAL PROFESSIONALS 87

1 Police Officer 3 71 19

1 Corporal of Police 10 2

1 Sergeant of Police 0 20 5

SERVICE WORKERS (Total By State) 3 101 26

TOTAL SERVICE WORKERS 130

1 HVAC Technician 7 2

Page 3 of 6 As of OCTOBER 31, 2016 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

1 Auto Technician 12 3

1 Electrical Technician 17 6

1 Construction & Maintenance Mechanic 3 31 12

1 Maintenance Technician 31 9

CRAFT WORKERS (SKILLED) (Total By State) 3 98 32

TOTAL CRAFT WORKERS (SKILLED) 133

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

TECHNICIANS (Total By State) 1 15 3

TOTAL TECHNICIANS 19

1 Executive Assistant to the CEO 1 2 Executive Legal Secretary 1 3 Legal Assistant 1 4 Customer Service Coordinator 2 5 Executive Secretary 1 6 Legal Secretary 2 1 7 Legal Assistant, Claims 1

Page 4 of 6 As of OCTOBER 31, 2016 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

1 Sr. Accounting Clerk 1 2 Accounting Clerk 1 1 3 Central Stores Clerk 1 4 Data Base Clerk 2 5 Administrative Clerk (Revenue Audit) 1 6 Building Services Clerk 2 1 7 Dispatcher 11 6 8 File Clerk 1 1 9 Purchasing Clerk 1 0 10 Media Specialist 1

1 Administrative Secretary 8 5

1 Revenue Auditor 1 4 1

1 Toll Collector 40 19

1 Revenue Operations Clerk 2 1

OFFICE & CLERICAL (Total By State) 1 80 41

TOTAL OFFICE & CLERICAL 122

TOTAL EMPLOYEES BY STATE 11 396 152

TOTAL DRPA EMPLOYEES - 559

Page 5 of 6 As of OCTOBER 31, 2016 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

SUMMARY (Employee Class)

NON-REP 4 128 64

196

IUOE 3 151 58

212

IBEW 1 16 4

21

FOP 3 101 26

130

Page 6 of 6 As of OCTOBER 31, 2016 PATCO EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

1GeneralManager 1 2AssistantGeneralManager 1 3Director,Equipment 1 4 Director, Fare Collection Operations 1 5Director,TransitServices 1 6Director,Way&Power 1 7Director,Finance 1 8 TechnicalSupervisor,TransitServices 1 9 TechnicalSupervisor,Civil&MechanicalSystems 1 10TechnicalSupervisor,Equipment 1 11Manager,Electrical&Electronics 1 12 Manager,Power,Signals&Communications 1 13Manager,SystemsSafety 1 14 Manager,Track,Structures&Mechanical 1 15Manager,Track&Signals 1 16Manager,Mechanical&Custodial 1 17SupervisingDispatcher 1 1 18Dispatcher 51 19DispatcherTrainee 2 1 20ElectricalForeman 4 1 21FareCollectionForeman 1 22MechanicalForeman 1 23 Payroll Administrator 1 24SeniorAccountant 3 25TrackForeman 2 1 26PurchasingAgent 1 27MaintenanceForeman 1 28Supervisor,PassengerServices 1 29MoneyRoomSupervisor 1 30Supervisor,TransitServices 5 31Supervisor/TrafficAnalyst 3 1 32TrafficAnalyst 1 33Supervisor,Storeroom 0 34CustodialForeman 1 35StationSupervisor 8 2

OFFICIALS & MANAGERS (Total By State) 0 56 10

TOTAL OFFICIALS & MANAGERS 66

Page 1 of 3 As of October 31, 2016 PATCO EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

1ProjectManager,Technical 1 2 FareCollectionSystemAnalyst 1 3SafetySpecialist 0 1 4 Administrative Coordinator to GM 1 5 Administrative Coordinator 1 6PurchasingSpecialist 2

PROFESSIONALS (Total By State) 0 5 2

TOTAL PROFESSIONALS 7

1TrainOperator 1 45 11

OPERATIVES (SEMI-SKILLED) (Total By State) 1 45 11

TOTAL OPERATIVES (SEMI-SKILLED) 57

1Custodian 12510 2RevenueCollector 1

SERVICE WORKERS (Total By State) 1 26 10

TOTAL SERVICE WORKERS 37

1Storekeeper 4 2AccountingClerk 2 3 Payroll Clerk 1 4 Administrative Secretary 6 0 5PurchasingClerk 1 6 CustomerServiceAgent/TrafficChecker 5 0 7 Data Entry Clerk 1

OFFICE & CLERICAL (Total By State) 0 19 1

TOTAL OFFICE & CLERICAL 20

Page 2 of 3 As of October 31, 2016 PATCO EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

1ElectronicTechnician 1 20 2Machinist1/C 2 3Machinist1/CToolMaker 1 4MaintenanceMechanic1/C 2 1 5 Mechanical&StructuralTechnician 10 0 6Maintainer 195 7EquipmentElectrician 3 2 8 Equipment Electrician A/C 4 9MachineOperator1/C 3 10EquipmentMechanic 20 1 11FareCollectionRepairman 2 1 12GroundsKeeper 1 13TrackMechanic 15 7 14 Welder 1

CRAFT WORKERS (SKILLED) (Total By State) 1 103 17

TOTAL CRAFT WORKERS (SKILLED) 121

TOTAL EMPLOYEES BY STATE 3 254 51

TOTAL PATCO EMPLOYEES 308 SUMMARY (Employee Class)

NON-REP 0 80 13

93

TEAMSTERS 3 174 38

215

Page 3 of 3 As of October 31, 2016

REPORT OF THE CHIEF EXECUTIVE OFFICER ATTACHMENT 6 LEGAL STATISTICS REPORT

Matter Count Report by Matter Sub-Type

Date Range: 10/01/2016to 10/31/2016 by Open Date ; opendate: from 10/01/2016 up to 10/31/2016

Total Pending Opened In Closed In Matter Sub-Type Matters Range Range Contracts / Assignment 1 1 0 Contracts / Construction 5 5 0 Contracts / Insurance 1 1 0 Contracts / Memorandum of 2 3 1 Contracts / Non-Disclosure 1 1 0 Contracts / Project Labor Agreement 1 1 0 Contracts / Real Estate Lease 1 2 1 Contracts / Real Estate Mortgage 1 1 0 Contracts / Real Estate Right of Entry 4 4 0 Contracts / Sale 1 1 0 Contracts / Service 4 7 3 Employment / ADA 1 3 2 Employment / Discipline 0 12 12 Employment / Policies & Procedures 1 2 1 Employment / Workers' Compensation 12 12 0 Environmental / Application 1 1 0 Environmental / Certification 1 1 0 Environmental / Policies & Procedures 1 1 0 Insurance / Application 1 1 0 Insurance / Report 1 2 1 Labor / Arbitration 1 1 0 Legal Research / Legal Opinion 0 1 1 Permits and Lic / Research 1 1 0

CaseTrack 11/07/2016 Page: 1 p nd I l sd ITtlPending Opened In Closed InTotal Matter Sub-Type Matters Range Range Personal Injury / Assault and Battery 2 2 0 Personal Injury / Slip and Fall 7 7 0 Personal Injury / Train Door Closing 1 1 0 Property Damage / Vehicle 2 2 0 RFP/Bid / Construction 3 3 0 Subpoena / Documents 1 1 0 Subpoena / Individual Testimony 2 2 0 30 Items 61 83 22

CaseTrack 11/07/2016 Page: 2

CFO REPORT

Report of the Chief Financial Officer

NOVEMBER 2016 Delaware River Port Authority Of Pennsylvania and New Jersey One Port Center 2 Riverside Drive Camden, New Jersey 08101-1949

November 10, 2016 Commissioners:

Following this short summary, please find key unaudited information related to DRPA/PATCO’s financial operations (see “DRPA/PATCO Unaudited Financial Summary,” dated November 1, 2016, which follows), which was presented at the November 2 Finance Committee meeting. FINANCIAL UPDATE DRPA Traffic/Revenue (Actuals vs. Previous Year and vs. Budget): Reported year-to date traffic and revenue numbers through August 2016, continue to outpace 2015 actuals and 2016 budgeted numbers. Though not shown on the November Financial Summary, DRPA unaudited traffic for September and October are up by over 500,000 vehicles over the same period in 2015. The 2 month average of these numbers is above 6%, which closely matches the 2016 August YTD actual traffic numbers which are 5.6% above 2015 actuals. We should therefore see continued higher YTD numbers vs. September 2015 YTD actuals and against the September 2016 budget, once these numbers are published in the next few days. YTD Budget vs. Actual Traffic/Revenues Commuter Credit: Through August, $1.0 million has been paid to commuters with 18/trips or more a month, vs. an expected $3.9 million, this positive variance benefiting DRPA by $2.5 million. Delayed Transactions: Through August, almost $1.0 million in additional revenues have been received by correction of “mis-classified” E-ZPass transactions. (Note: September YTD will show a total “recapture” of revenues of over $1.2 million, as a result of this newly implemented program. These totals will be over $280K greater than budgeted thru Sept.) Other factors impacting the huge positive variance in revenue include: 1) YTD traffic is 2.5 million vehicles higher than budget or up 7.83%, including a significant increase in traffic at the Betsy Ross; 2) The inclement weather impact is $2.0 million less than budgeted; 3) The number of commercial vehicles increased by at least 3% resulting in a positive estimated impact of revenues of over $1.9 million vs. budget. PATCO Ridership/Net Revenues: As shown on the stats sheet, September YTD 2016 ridership was up slightly and was approximately 459K riders higher (up 6.08%) vs. the September 2015 YTD figures. Net passenger revenues were up slightly from the month of August increasing to $1.09 million vs. 2015 YTD numbers. YTD ridership is slightly above the budget (by 144K riders), whereas net passenger revenues total $957,000 (or 5.10%) above September 2016 YTD budgeted numbers. DRPA and PATCO Operating Budgets: DRPA and PATCO operating expenses are well under budget, as purchased power (PATCO , down $1.1 million), and payroll/ESE costs (due to vacant positions and other factors), contractual services are much lower than budgeted. We expect many of the expenses will impact numbers in the fourth quarter. Potential Bond Issuance” DRPA #16-098 - With the expiration of the Governor’s veto period, Authority will begin reviewing with its FAs on the merits of proceeding on an advanced refunding bond transaction, or all, or a portion of the outstanding callable bonds, related to its 2010D and/or 2013 revenue bonds. (As mentioned in last month’s CFO report, the Board resolution gives maximum flexibility also to engage in any swap related transactions to the extent that any are “economically advantageous and fiscally prudent.”)

CAPITAL/OPERATING BUDGET CREATION for 2017

2017 Capital Budget:

As mentioned in last month’s report, we conducted internal operating and capital budget hearings on proposed 2017 budgets for both operating and capital during October.

Included in the packet for this month’s Board meeting, is a SS&R related to the adoption of the 2017 Capital Budget Program. The 2017 Capital Budget was submitted to the O&M Committee on November 1, and then the next day was presented to the Finance Committee for review and approval. The revised SS&R, included in the packet, reflects budgeted spending in 2017 of $158.3 million (net of grants totaling approximately $29.7 million. (Total spending to complete this 2017 projects totals $655.8 million, or almost 87% of the entire 2017 5-year Capital Program spending of $754.9 million). 2017 Operating Budgets for DRPA and PATCO:

In October, we finished our internal reviews of the non-payroll related expenses and Finance/Budget personnel are actively engaged in finalizing the personnel budgets for 2017, so that preliminary numbers can be shared with the Finance Committee. We will present the final 2017 operating budget for review by the Finance Committee on November 30, and present the budget for adoption at the December Board meeting on December 7, after approval by the Finance Committee.

Respectfully submitted, James M. White, Jr. CFO/Treasurer CONSULTATIVE AND DELIBERATIVE WORKPAPERS DRPA/PATCO UNAUDITED FINANCIAL SUMMARY - November 2016 Finance Committee Meeting November 1, 2016

DRPA TRAFFIC / PATCO RIDERSHIP AND REVENUE YEAR-TO-YEAR COMPARISON 2015 vs. 2016 YTD thru 8/31/16 2015 Actual 2016 Actual Year-to-Year Change % Change

DRPA Traffic 32,806,984 34,637,166 1,830,182 5.58% DRPA Toll Revenues $204,611,350 $215,492,994 $10,881,644 5.32%

Average Toll $6.2368 $6.2214 ($0.0154) (0.25%)

Note: Snow impacted both February 2015 and 2016 DRPA Traffic Increase (Decrease) from prior month 211,895 DRPA Revenue Increase (Decrease) from prior month $1,552,558

2015 vs. 2016 YTD thru 9/30/16 2015 Actual 2016 Actual Year-to-Year Change % Change

PATCO Ridership 7,557,971 8,017,171 459,200 6.08% PATCO Net Passenger Revenues $18,625,986 $19,713,858 $1,087,872 5.84% Average Fare $2.4644 $2.4590 ($0.0055) (0.22%)

PATCO Ridership Increase (Decrease) from prior month 41,199 PATCO Revenue Increase (Decrease) from prior month $43,269

BUDGET VS. ACTUAL 2016 YTD thru 8/31/16 2016 Budget (8 mo) 2016 Actual (8 mo) (Under) / Over Budget % (Under) / Over Budget

DRPA Traffic 32,121,507 34,637,166 2,515,659 7.83% DRPA Toll Revenues $195,738,067 $215,492,994 $19,754,927 10.09%

DRPA Traffic Increase (Decrease) from prior month 358,307 DRPA Revenue Increase (Decrease) from prior month $2,688,725

Commuter Credits YTD $3,908,919 $1,132,128 ($2,776,791) -71.04%

Delayed Transaction (Net) Revenue $672,573 $954,058 $281,484 41.85% # of Transactions Reviewed: 253,021 since 5/16)

2016 YTD thru 9/30/16 2016 Budget (9 mo) 2016 YTD Actual (9 mo) (Under) / Over Budget % (Under) / Over Budget

PATCO Ridership 7,872,826 8,017,171 144,345 1.83% PATCO Net Passenger Revenues $18,756,882 $19,713,858 $956,976 5.10% PATCO Ridership Increase (Decrease) from prior month 69,310 PATCO Revenue Increase (Decrease) from prior month $142,907

OPERATING EXPENSES - YTD September 30, 2016 BUDGET VS. ACTUAL 2016 YTD thru 9/30/16 2016 YTD Budget 2016 YTD Actual (Under) / Over Budget % (Under) / Over Budget DRPA Budget $74,852,655 $65,021,835 ($9,830,820) (13.13%) PATCO Budget $40,858,210 $36,273,883 ($4,584,327) (11.22%) Total $115,710,865 $101,295,718 ($14,415,147) (12.46%)

Change in Budget variance (under budget # is less than prior month) ($4,794,987)

2016 YTD thru 9/30/16 2016 YTD Budget 2016 YTD Actual (Under) / Over Budget % (Under) / Over Budget PATCO Subsidy ($20,909,912) ($15,039,570) ($5,870,342) (28.07%)

(CAPITAL) PROJECT FUND BALANCE

Estimated Balance as of 10/31/16 $124.8 million Change in project fund balances since last month $0.0 million

*Project fund consists of proceeds from the December 2013 revenue bond issuance. $348.8 million in net proceeds (after costs of issuance, debt reserve fund requirements and reimbursement to the General Fund (per the Board's Resolution #12-051: Reimbursement of Expenditures Resolution). $216.6 million in proceeds used to fund December 2013's through September's 2016's capital expenditures. ESTIMATED GENERAL FUND BALANCE

Estimated Balance as of 10/31/16 $533.3 million Est. Change from previous month $6.4 million - increase since 9/30/16 CONSULTATIVE AND DELIBERATIVE WORKPAPERS DRPA/PATCO UNAUDITED FINANCIAL SUMMARY - November 2016 Finance Committee Meeting November 1, 2016

TOTAL BOND DEBT BY TYPE As of 10/31/16 (in thousands of dollars)

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

Fixed Rate Bonds 940,435 $940,435 63.2% see below Variable Rate Bonds (LOC backed) 259,065 17.4% see below Variable Rate Bonds (Direct Purchase) 288,035 19.4% Not rated Total Debt $1,487,535 100.0%

Revenue Bonds $1,332,060 89.5% A3 stable/ A stable PDP Bonds 155,475 10.5% Baa3 stable / A- stable Total Debt $1,487,535 100.0%

S&P upgraded DRPA Revenue and PDP Bonds in Nov. 2013 to A and BBB positive. In December 2014, S&P affirmed these ratings. In April 2016, S&P upgraded DRPA's PDP Bond ratings from BBB to "A-". The Revenue Bonds were affirmed at A.

Moody's moved all DRPA bonds to stable outlook in Nov. 2012 and reaffirmed DRPA ratings in December 2015.

Variable Rate Bond Issues LOC Principal Outstanding Letter of Credit Banks Bond Principal Outstanding Expiration Date

2008 Rev. Ref. Bonds Series A $0 Bank of America $0 LOC terminated 7/25/16 Series B 134,727 TD Bank 132,420 12/31/17 2010 Rev. Ref. Bonds Series A 0 Royal Bank of Canada $0 LOC terminated 7/25/16 Series B 128,727 Barclay's Bank 126,645 3/20/18 Series C 0 Bank of NY Mellon 0 LOC terminated 6/9/16 Total Letters of Credit $263,454 $259,065

Var Rate Direct Purchase Bank Loans Principal Outstanding Direct Purchase Banks Principal Outstanding Expiration Date

2008 Rev. Ref. Bonds Series A* $119,185 Bank of America $119,185 7/15/2020 2010 Rev. Ref. Bonds Series A* $60,815 Bank of America $60,815 7/15/2020 2010 Rev. Ref. Bonds Series A* $65,830 TD Bank $65,830 7/15/2021 2010 Rev. Ref. Bonds Series C* $42,205 Wells Fargo $42,205 6/9/2021 Total Direct Purchase Bonds $288,035 $288,035

*LIBOR Index Rate Mode

KEY 2013/2014/2015 FINANCE PLAN ACTIONS

1. LOC restructuring for 2010 Revenue Refunding Bonds closed on March 21, 2013. Three new LOC providers. LOCs fees range from 0.45% to 0.70%. 2. 2008 Revenue Bond LOCs extensions were completed on June 28. Retaining TD Bank and Bank of America with fees at 0.655% to 0.70%, respectively. 3. New Bond issue - Ratings agency (Moody's & S&P) and investor presentations completed in November. S&P Ratings increased from A- to A. 4. S&P affirms ratings December 2014. 5. February - 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. 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. December: DRPA renewed OCIP LOC for one year, as required by insurance carrier.

2016 Action Plan Initiatives

1. BNY Mellon and RBC LOCS extended to June 16 and August 1, respectively. 2. LOC RFP responses received and under evaluation. SS&R submitted to Finance Committee for April 13th meeting. 3. Underwriter/Remarketer RFQ to establish Bond Pool in progress. Bond pool established by Board Resolution. 4. BNY Mellon LOC terminated on June 9; replaced by direct purchase variable rate loan with Wells Fargo Bank. (see above) 5. 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) Total Swap Valuation - 10/31/2016 (in millions)

Original Notional Current Notional Amount Amount Active Swaps* MTM Value Change from 9/30/16 Est. Change from 12/31/15 $811 $547.1 ($130.0) $6.1 $9.6

TD Bank and Wells Fargo new swap counterparties as of July 2015. *Current Notional Amounts: 1995 Revenue Bond swap currently $251.6 million; 1999 swap $295.5 million. Total $547.1 million

DRPA BOARD MINUTES

1 DELAWARE RIVER PORT AUTHORITY

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3 BOARD MEETING

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5 Camden County Boathouse 7050 N. Park Drive 6 Pennsauken, NJ

7 Wednesday, October 19, 2016, at 6:00 PM 8

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

1 PRESENT

2 Pennsylvania Commissioners

3 Ryan Boyer, Chairman, DRPA/PATCO Boards Marian Moskowitz 4 Joseph Martz Carl Singley 5 Antonio Fiol-Silva John Dougherty (for Pennsylvania Auditor General Eugene 6 DePasquale)

7 New Jersey Commissioners

8 Jeffrey Nash, Esq., Vice Chairman E. Frank DiAntonio 9 Charles Fentress Albert Frattali (via telephone) 10 Tamarisk Jones (via telephone)

11 DRPA/PATCO Staff

12 John Hanson, Chief Executive Officer, DRPA/ President, PATCO 13 Maria Wing, Deputy Chief Executive Officer Raymond Santarelli, General Counsel and Corporate 14 Secretary Stephen Holden, Deputy General Counsel 15 Kathleen Vandy, Assistant General Counsel Gerald Faber, Assistant General Counsel 16 Richard Mosback, Assistant General Counsel Monica Gibbs, Assistant General Counsel 17 James White, Chief Financial Officer Toni Brown, Chief Administrative Officer 18 Michael Venuto, Chief Engineer Larry Walton, Bridge Director, Walt Whitman and 19 Commodore Barry Bridges William Shanahan, Director, Government Relations 20 Barbara Holcomb, Manager, Capital Grants Christina Maroney, Director, Strategic Initiatives 21 Jack Stief, Chief of Police, Public Safety Gary Smith, Captain, Public Safety 22

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

1 DRPA/PATCO Staff (continued)

2 Kyle Anderson, Director, Corporate Communications and Community Relations 3 Michael Williams, Acting Manager, Corporate Communications and Community Relations 4 John Rink, General Manager, PATCO Rohan Hepkins, Assistant General Manager, PATCO 5 John Lotierzo, Director of Finance, DRPA Mark Ciechon, Director of Finance, PATCO 6 David Aubrey, Manager, Internal Audit Susan Squillace, Manager, Procurement and Stores 7 Amy Ash, Manager, Contracts Administration Katherine Hilinski, Records Manager 8 Sheila Milner, Administrative Coordinator Elizabeth Saylor, Administrative Coordinator 9 Nancy Farthing, Executive Assistant to the CEO

10 Others Present

11 Mary Maples, Associate Counsel, New Jersey Governor's Authorities Unit (via telephone) 12 Chelsea Rosebud Guzowski, Director of Economic & Strategic Initiatives, Pennsylvania Governor's 13 Office of the Budget David Dix, Assistant to Chairman Boyer 14 David Rapuano, Esq., Archer & Greiner Alan Kessler, Esq., Duane Morris LLP 15 (Pennsylvania Counsel)(via telephone) Stephan Wahba, Esq., Duane Morris LLP (Pennsylvania 16 Counsel) Olivia C. Glenn, Regional Manager, New Jersey 17 Conservation Foundation Lucy Smith 18 Geraldine Smith Carol Rhoads 19 Mark McMichael Doug Wills 20 Jerry McFadden Joe Quigley 21 Michael Brown Niko Rodriguez 22

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

1 Citizens' Advisory Committee Members

2 John Boyle Robert Melikian 3 Jonathan Latko Michael Devlin 4 Tom Jordan Stephen Benigno 5 Kathy Venuti Judy Boldurian 6

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

1 INDEX

2 Page

3 Roll Call 8

4 Public Comment 10

5 Report of the CEO - October 2016 24

6 Report of the CFO 33

7 Approval of September 21, 2016 Board Meeting Minutes 35 8 2016 First Quarter Financial Statement and Notes 36 9 Monthly List of Previously Approved Payments 10 Covering Month of September 2016/Monthly List of Previously Approved Purchase Orders and 11 Contracts of September 2016 36

12 Approval of Operations & Maintenance Committee Meeting Minutes of October 11, 2016 37 13 Adoption of Resolutions Approved by Operations & 14 Maintenance Committee of October 11, 2016: 37

15 DRPA-16-110 Contract No. WW-21-2014 WWB Emergency Generator at New 16 Jersey Anchorage

17 DRPA-16-111 Construction Monitoring Services for Contract No. 14-N, PATCO 18 Lindenwold Yard and Viaduct Rehabilitation 19 DRPA-16-112 NJ DOT Transportation 20 Alternatives Program Grant for the BFB South Walkway 21 Bicycle & Pedestrian Ramp Project 22

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

1 INDEX (Continued)

2 Page

3 Approval of Finance Committee Meeting Minutes of October 11, 2016 38 4 Adoption of Resolutions Approved by Finance Committee 5 on October 11, 2016: 38

6 DRPA-16-113 Age 65 & Over Retiree Medicare Part D Prescription 7 Benefit - 2017 (DRPA/PATCO)

8 DRPA-16-114 Age 65 & Over Retiree Medicare Supplemental Benefits 9 - 2017 (DRPA/PATCO)

10 Approval of Audit Committee Meeting Minutes of October 11, 2016 39 11 Adoption of Resolutions Approved by Audit Committee 12 of September 14, 2016: 40

13 DRPA-16-115 Selection of Independent Consultant Services to Conduct 14 a Bridge Operations Management Audit 15 Unfinished Business 40 16 New Business 40 17 DRPA-16-116 Consideration of Pending DRPA 18 Contracts (Between $25,000 and $100,000) 19 DRPA-16-117 Adoption of Authority Premium 20 Payment Flexible Benefits Plan for Eligible Represented 21 Employees

22 Citizens Advisory Committee Report 41

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

1 INDEX (Continued)

2 Page

3 Adjournment 50

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

1 PROCEEDINGS

2 (6:00 p.m.)

3 CHAIRMAN BOYER: Good evening. The hour is

4 now 6 o'clock, so I'm going to ask everyone to rise

5 for a moment of silence, and then we'll say a pledge

6 to the American flag.

7 (Pledge of allegiance.)

8 CHAIRMAN BOYER: I would like to call to order

9 the meeting of the Delaware River Port Authority and

10 ask the Corporate Secretary to call roll.

11 MR. SANTARELLI: Chairman Boyer?

12 CHAIRMAN BOYER: Present.

13 MR. SANTARELLI: Vice Chairman Nash?

14 VICE CHAIRMAN NASH: Here.

15 MR. SANTARELLI: Commissioner Martz?

16 COMMISSIONER MARTZ: Present.

17 MR. SANTARELLI: Commissioner DiAntonio?

18 COMMISSIONER DiANTONIO: Present.

19 MR. SANTARELLI: Commissioner Moskowitz?

20 COMMISSIONER MOSKOWITZ: Present.

21 MR. SANTARELLI: Commissioner Fentress?

22 COMMISSIONER FENTRESS: Present.

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

1 MR. SANTARELLI: Commissioner Dougherty?

2 COMMISSIONER DOUGHERTY: Present.

3 MR. SANTARELLI: Commissioner Jones?

4 COMMISSIONER JONES: Here.

5 MR. SANTARELLI: Commissioner Singley?

6 COMMISSIONER SINGLEY: Present.

7 MR. SANTARELLI: You have a quorum.

8 CHAIRMAN BOYER: Thank you. It is with

9 extreme pleasure that we are pleased to announce that

10 as the result of hard work by Delaware River Port

11 Authority staff in cooperation with CCMUA, the

12 conveyance of four parcels of land took place on

13 Wednesday. The deeds to the land have been

14 transferred and delivered to the title company for the

15 CCMUA, and two additional parcels will be transferred

16 within the next few weeks, and an additional two

17 parcels within the next few months. That keeps our

18 promise that we were going to deliver the public park

19 to the CCMUA.

20 It is our expectation that, with the

21 cooperation of New Jersey DEP, the remaining parcels

22 that compose the Gateway Park project will be

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

1 transferred to the CCMUA by Spring of 2017. Soon

2 after being appointed Chairman, I made a commitment,

3 working with the community and all involved parties,

4 to assist with the delivery of this project's

5 properties to the CCMUA with the necessary clearances

6 from the Department of Environmental Protection. I am

7 pleased that we are well on our way to delivering on

8 our promise.

9 I would also like to extend my thanks to

10 Olivia Glenn and the New Jersey Conservation

11 Foundation for their support throughout this process.

12 We spent approximately $2.5 million to make sure that

13 the land is properly remediated and very safe for our

14 children to play on. I am very pleased about that.

15 With that being said, do we have any public

16 comments? There are four people here from the people

17 that helped on the project. We have Olivia Glenn.

18 Would you please stand? Joe Quigley. Could you

19 please come to the mike? We're taping off the mike

20 right there. And give your name and the correct

21 spelling for the record, please.

22 MS. GLENN: Good evening. My name is Olivia

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

1 Glenn, O-l-i-v-i-a G-l-e-n-n and I work for New Jersey

2 Conservation Foundation. I just want to extend my

3 congratulations to the DRPA and the CCMUA for

4 fulfilling their promise to begin a conveyance of the

5 parcels to open Gateway Park. New Jersey Conservation

6 Foundation has been working hand-in-hand with both

7 partners, the DRPA and the CCMUA. We are in a

8 management agreement with the CCMUA that once a

9 contiguous mass of the parcels are transferred, we're

10 going to manage and operate the park for public use

11 and enjoyment. So kudos, congratulations, and we're

12 looking forward to a long-term relationship with you.

13 CHAIRMAN BOYER: Thank you. Anyone else on

14 the public comment?

15 MR. QUIGLEY: My name is Quigley, Joe Quigley,

16 Q-u-i-g-l-e-y. I had a whole series of questions on

17 the General Fund amounts that were published, but Jim

18 White had all the answers.

19 MR. WHITE: Thank you.

20 MR. QUIGLEY: I do have a couple of questions

21 though about a check last month for $1.6 million and

22 change that went out to the Camden County Freeholders

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

1 for Cooper River Park improvements; there was some

2 nebulous reference to economic development. I didn't

3 see this on the list of economic development loans. I

4 have since learned that this is probably a grant and

5 not a loan, so that wasn't why it's on that list.

6 There is a list in your handouts in the financials of

7 the economic development loans. This is not on there,

8 so this is apparently a grant.

9 1, it says Cooper River Park. I had a

10 question about why are we paying it to Camden County.

11 And the answer, the answer I was given is that they

12 are managing the project, and the vendor sends the

13 invoices to Camden County, and then they send them to

14 us because we provide the grant. So the first

15 question is Cooper River Park improvements. I see a

16 lot of activity over at Audubon Lake, but what are

17 these improvements?

18 MR. HANSON: This is a legacy economic

19 development grant from years ago that was awarded to

20 the County of Camden for dredging of the Cooper River.

21 The Cooper River is being dredged. You may have read

22 about its outstanding properties for crew.

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

1 MR. QUIGLEY: Okay.

2 MR. HANSON: And, in fact, as we pulled up

3 today, there was a big group of students and other

4 people practicing crew here.

5 MR. QUIGLEY: Okay.

6 MR. HANSON: So it's an old project that's

7 been closed out. The grantee was the County of

8 Camden. They are the ones who are dredging the river.

9 It's a county -- this is a county park.

10 VICE CHAIRMAN NASH: And if I could just add,

11 Joe, because I think it's important; when the dredging

12 dispute on the Delaware River was resolved in 2006,

13 that's how long this goes back --

14 MR. QUIGLEY: With Ed Rendell.

15 VICE CHAIRMAN NASH: -- $19.5 million was set

16 aside for Philadelphia to dredge the Delaware River.

17 New Jersey did not participate in that dredging. In

18 addition, $19.5 million went to waterborne projects in

19 New Jersey. One of those projects that Governor

20 Christie had approved was $4 million to dredge the

21 Cooper River. So, it was the counterpart to the

22 dredging of the Delaware River that Pennsylvania was

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

1 anxious to do.

2 MR. QUIGLEY: Thank you. The last time this

3 appeared, Jeff, you and I had a conversation about Ed

4 Rendell and the dredging.

5 So then my second and last question is how

6 many more of these are we going to see?

7 MR. HANSON: There aren't many left. We were

8 just talking about this the other day. And I don't

9 know, Christina, do you have a sense of what's left of

10 the legacy economic development projects?

11 MS. MARONEY: In terms of the legacy grants,

12 we have approximately three projects remaining. We've

13 received the final invoice for Cooper River Park

14 improvements, but that hasn't paid. It will be in the

15 next payment cycle. Correct, Jim?

16 MR. WHITE: Yes. I think I have four, but --

17 you know I mean we have three or four.

18 MS. MARONEY: Gloucester County Improvement

19 Authority for the DuPont project.

20 MR. WHITE: We have the Victor Lofts.

21 MS. MARONEY: That's not a grant, though.

22 MR. WHITE: Oh, it's not a grant?

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

1 MS. MARONEY: That's a separate project.

2 MR. WHITE: Got it.

3 MS. MARONEY: And the New Jersey Economic

4 Development Authority grant for the redevelopment of

5 the former prison site. And then that should close

6 out the grant portion of the legacy economic

7 development projects. The Victor Lofts is a legacy

8 economic development project, but that is something

9 that we are responsible for on an ongoing basis.

10 MR. QUIGLEY: The prison redevelopment, there

11 was a motion last year of $2.1 million being paid to

12 four individuals who were going to redevelop that or

13 prepare it for development. I thought we were done

14 with that, with the prison. I thought that was

15 finished.

16 MS. MARONEY: To my knowledge, they have not.

17 They just received the permitting and the approval of

18 the redevelopment plan -- they being the New Jersey

19 Economic Development Authority, so those improvements

20 are currently underway. I'm not sure what transaction

21 you're referring to, but our agreement with the EDA

22 expires in March of 2017, and they have given us full

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

1 reassurance that that project and our participation

2 will be complete by that time.

3 MR. QUIGLEY: What I'm referring to was a loan

4 that was applied for by four individuals to prepare

5 the old prison site for redevelopment. And I stood at

6 this microphone uptown and said, “Wait a minute, it's

7 already ready for redevelopment; the pipes are in the

8 ground, the wires are on the road, everything is

9 cleared.” And then, then chairman, the lawyer at

10 Jefferson said, “Wait a minute, one of these four

11 people was a for-profit.” So he pulled it, I think.

12 I thought that was a dead issue.

13 CHAIRMAN BOYER: Mr. Quigley, we will look

14 into that and give you an answer in writing.

15 MR. QUIGLEY: Thank you. So then just to

16 close out the county, how many more of these

17 $1.6 million or whatever, how much is left on the

18 grant? Do we know?

19 MS. MARONEY: The payment that we just

20 processed, the final payment was approximately

21 $95,000, maybe $95,400.

22 MR. WHITE: Something like that.

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

1 CHAIRMAN BOYER: Thank you, Mr. Quigley.

2 Would Carol Rhoads please step to the mike?

3 MS. RHOADS: My name is Carol Rhoads. I'm

4 grateful to the DRPA Board for scheduling a meeting

5 outside of Camden. I have attended many Board

6 meetings over the years in Camden, but the escalating

7 homicide and crime rate is a true deterrent for me.

8 Now that Judge Hillman has exposed the DRPA Board for

9 business practices that give every indication of being

10 criminal, I hope the Federal Transit Administration

11 will have new and compelling evidence to deny approval

12 of the environmental document that is required for

13 federal funding of the Glassboro to Camden Light Rail

14 Line.

15 Allowing the DRPA and New Jersey Transit

16 access to federal funding on the proposed GCL would

17 provide political appointees masquerading as

18 transportation officials an ample, unfettered

19 opportunity to become full-fledged partners in crime.

20 Billions of dollars in transportation funds would be

21 at risk, along with the safety of thousands of

22 commuters. According to federal data, New Jersey

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

1 Transit trains have been involved in more than 150

2 accidents since 2011. That averages 30 accidents

3 every year for five years. New Jersey Transit also

4 bears full responsibility for the Hoboken train

5 disaster. And the lawsuits are just starting to get

6 filed on that, ladies and gentlemen.

7 Instead of bringing in someone independent to

8 helm New Jersey Transit, they took a page from the

9 DRPA, and they hired from within, which has proven to

10 be a disaster for the commuter. The DRPA Board voted

11 John a $40,000 salary bump and a fancy new title, but

12 all the commuters received from John was more

13 dishonesty and incompetence.

14 Promoting from within is like inbreeding and

15 choosing -- the pool you're choosing from doesn't have

16 any honest, ethical, or competent officials in it.

17 Over 5,000 Wells Fargo employees conspired to defraud

18 the bank's customers for their own financial gain. It

19 certainly is reasonable to believe that a few dozen

20 DRPA employees are guilty of putting their own

21 financial interests ahead of the safety and welfare of

22 the commuters.

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

1 Does the DRPA Board solicit bribes or

2 kickbacks to determine which company will be awarded a

3 contract, or are you simply following the orders of

4 the people who control the DRPA? Will Maureen

5 Sadowski, I'm sorry if I didn't pronounce that right,

6 be the Bridget Anne Kelly of the DRPA? Is she going

7 to take the fall while all those Commissioners plead

8 ignorance, but not innocence?

9 I want Judge Hillman to know that this is not

10 the first time documents disappeared or never existed

11 at the DRPA in the awarding of a multimillion dollar

12 contract. It's a matter of public record that I

13 requested the substantiating documentation, including

14 the voting record, for the $3 million Repaupo Creek

15 economic development project and was told not one

16 piece of paper existed.

17 The DRPA really got a lucky break when the

18 local press focused its attention on the sexual

19 harassment scandal at the Philadelphia Parking

20 Authority. I contacted a columnist for the Inquirer,

21 and I asked why the DRPA seemed to be getting a pass

22 after Judge Hillman's ruling. His response was that

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

1 corruption at the DRPA is old news, that the DRPA is

2 just a cesspool of corruption. Unfortunately for the

3 commuters, sex beats corruption when it comes to news

4 coverage.

5 New Jersey's former comptroller, Matthew

6 Boxer, and Thomas Rafferty, the former DRPA Inspector

7 General, both went to bat for the commuter. Now Judge

8 Hillman has spoken out. All the newspapers have

9 repeatedly printed articles referencing the

10 mismanagement at the DRPA Board. The Pennsylvania and

11 New Jersey Governors have completely failed the

12 commuter. What will it take to get their attention?

13 How about DRPA lawyers paid by the commuter

14 and DRPA employees paid by the commuter claiming

15 attorney-client privilege? The commuters are the

16 DRPA's clients, not the employees. Instructing

17 employees to destroy and manipulate evidence in an

18 attempt to hinder a federal investigation is

19 obstruction of justice and a federal crime. Those

20 DRPA lawyers should receive the same penalty as

21 Kathleen Kane.

22 So, Mr. Hanson, I want to know are you one of

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

1 those people claiming attorney-client privilege?

2 CHAIRMAN BOYER: I think that in light of

3 those comments, one thing needs to be said, that PATCO

4 trains have never had an accident, and those are the

5 trains that we're responsible for.

6 MS. RHOADS: No, but you're SEPTA partner with

7 New Jersey Transit.

8 CHAIRMAN BOYER: Excuse me, excuse me, Ms.

9 Rhoads.

10 CHAIRMAN BOYER: Mrs. Rhoads, your points are

11 well taken. Thank you. Any more public comments?

12 MS. RHOADS: Your families must be so proud.

13 Thank you.

14 COMMISSIONER FRATTALI: Hello. I wanted to

15 make sure the record reflected my attendance on the

16 line.

17 MR. SANTARELLI: Yes. Thank you, Commissioner

18 Frattali. We will add you to the roll.

19 CHAIRMAN BOYER: Is Mark McMichael here?

20 MR. McMICHAEL: Hello, ladies and gentleman

21 and distinguished department representatives of the

22 DRPA. I have chosen to come here rather than sing our

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

1 national anthem at the presidential debate in Las

2 Vegas, my true home, because I wanted to sing the

3 praises of the true local heroes that serve us day in

4 and day out live to you right now.

5 I would like to first say that Chairman Ryan

6 Boyer has been doing an unbelievable job for the DRPA

7 since taking over a couple of years ago. Vice

8 Chairman Jeff Nash has also been impeccable with the

9 direction the DRPA has taken as we head on a new

10 course, like his horse and of course those damn

11 Yankees.

12 Under the guidance of the Chairman of

13 Operations and Maintenance, Mr. Al Frattali, we have

14 ushered a new threshold of excellence with the jobs

15 that are done on time, under budget, and always clean.

16 Mike Venuto, Chief Engineer, doing a superb job

17 handling over a billion dollars in capital projects.

18 Let us not forget the Commissioner, my close and

19 dearest friend, Johnny Doc, for doing such an

20 outstanding job finding jobs in Philadelphia and the

21 surrounding areas that help unify the bond of trust by

22 bringing together the citizens of New Jersey and the

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

1 surrounding areas. See you, my friend, at the Eagles

2 games. Last to mention, but number one in our hearts,

3 Commissioner Richard Sweeney, a man who always looks

4 out for local business as well as the local populace,

5 a real people person.

6 I understand that new jobs may be opening at

7 the DRPA, and I would like to throw my hat into the

8 ring. As a graduate of Harvard and going for my

9 doctorate, I feel that this would be a tremendous

10 opportunity to do what I love, which is to serve the

11 people. Please rise for our national anthem.

12 CHAIRMAN BOYER: We're not going to do that

13 here.

14 MR. McMICHAEL: Okay. Okay. I'd like make

15 special announcement, and take a bow, Ms. Carol

16 Rhoads, and my friend, Greg Ferroty, please stand up

17 and take a bow. Thank you.

18 CHAIRMAN BOYER: Thank you, sir.

19 MR. McMICHAEL: Thank you.

20 CHAIRMAN BOYER: Thank you. In light of those

21 public comments, I have to say that over the past

22 several years, the DRPA has implemented a variety of

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

1 operational and organizational reforms designed to

2 improve transparency and efficiency. The organization

3 is constantly under budget and exceeds revenue

4 projections, has maintained toll prices through our

5 commuter discount program, and has actually reduced

6 the toll burden on frequent commuters. While we

7 understand and embrace the idea that there is always

8 room for additional improvement, we think our results

9 speak for themselves.

10 We will now have the report of the Chief

11 Executive Officer, John Hanson.

12 MR. HANSON: Thank you, Chairman Boyer. My

13 written report stands as submitted, but I would like

14 to highlight a few items. First, I'd like to ask the

15 unsung heroes of the DRPA and PATCO, our Citizens

16 Advisory Committee, to introduce themselves. They are

17 here for the Board meeting tonight. It is a pleasure

18 to have them again. They serve heroically with

19 suggestions, feedback, and they are sort of our eyes

20 and ears in the community. So if you men and women of

21 the CAC would please introduce yourselves, I would

22 appreciate it very much.

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

1 MR. BOYLE: My name is John Boyle. I am the

2 Chair of the Citizens Advisory Committee, and I am a

3 resident of Edgewater Park, New Jersey.

4 MR. DEVLIN: I'm Mike Devlin. I'm a New

5 Jersey resident and a user of PATCO and your bridges.

6 MS. BOLDURIAN: My name is Judy Boldurian.

7 I'm a New Jersey resident and regular user of PATCO.

8 MR. JORDAN: Tom Jordan, Pennsylvania

9 resident.

10 MR. MELIKIAN: Bob Melikian, Pennsylvania

11 resident and a bridge user. I'd like to just publicly

12 commend John Hanson.

13 MR. LATKO: Jonathan Latko, current secretary

14 of the DRPA CAC, Camden resident, I live next to the

15 Ben Franklin Bridge, and ride my bike over the bridge.

16 MS. VENUTI: My name is Kathy Venuti. I'm

17 from Sewell, New Jersey.

18 MR. HANSON: Thank you. As is my practice,

19 I'd like to highlight the following examples of

20 exemplary stewardship demonstrated by our DRPA and

21 PATCO employees. I am extremely proud of their

22 efforts.

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

1 On October 7th, the Police Officer of the Year

2 Award was issued to Captain Gary Smith for his

3 outstanding and dedicated years of service. I've had

4 the opportunity to work closely with Captain Smith

5 over my years here, and Captain Smith is courageous

6 and strong, compassionate and kind, and the type of

7 person that we need serving the public.

8 Captain Smith guides the Public Safety

9 Department with respect and admiration. He is eager

10 to share his insight with anyone who needs assistance.

11 He performs any task assigned with complete

12 professionalism. And his ability to lead by example

13 is a driving force behind the motivation of a large

14 number of members within the Department. He has

15 continually contributed his efforts to the Delaware

16 River Port Authority and displays the qualities of a

17 model law enforcement officer. As such, Captain Smith

18 is the finest example of what this award represents.

19 I would ask Captain Smith to come forward for a

20 picture.

21 (Pause.)

22 MR. HANSON: A grateful customer wrote in to

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

1 commend staff. "On Friday, September 9th, I had a

2 problem on the bridge. About halfway over, my tire

3 light came on, and then the car got hard to handle. I

4 put my flashers on and continued to the exit for

5 Route 168. I pulled over to check my car, and my back

6 tire on the driver's side was completely gone. I was

7 driving on the rims. I saw a police officer parked

8 near the buildings there. I waved my hands in the

9 air, and Police Officer Dan Kinkler drove up behind

10 me. He told me that the bridge has someone that could

11 come help me, but they were busy. He said he could

12 probably not change the tire. Well, he did with much

13 effort change the tire and in that terrible heat. I

14 am 78 years old and was quite shook up. He was so

15 polite and professional. Kudos to such a special

16 policeman. He made what could be a tragic situation

17 for me so much better." Roylene DiDio.

18 A customer wrote in to praise Police Officer

19 John Garvey. "On Saturday, September 10th, my wife

20 and I were on I-76 eastbound at 1100 hours heading for

21 the Temple football game. We noticed we had an auto

22 problem. We exited at Vare Avenue and pulled over to

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

1 the right as far as we could. Patrolman John Garvey

2 approached us around 1130 hours and told us we were in

3 precarious situation. But we were unable to start the

4 car and the temperature was in the 90s. Patrolman

5 Garvey offered us water and remained with us. Because

6 we were having trouble with our roadside service

7 provider, after about three hours, Officer Garvey got

8 in contact with a tow service, and we were finally

9 taken out of harm's way. It took a few hours, but he

10 stayed with us. We want to say thank you, Officer

11 Garvey." Sincerely, Allen and Michele Davis. "P.S.,

12 he also kept us informed of the football score."

13 A PATCO rider wrote to commend Transit Unit

14 Officer John Gioria and Train Operator Kendrick

15 Watkins. "I had a health issue and passed out on the

16 train just before the Ashland station. The crew was

17 very helpful in getting me to the bench in the

18 station. Please give them my kudos and thank you."

19 An appreciative customer wrote in to thank C&M

20 Mechanic Michael Russo and Highway Foreman Terrance

21 Mitchell. "I am writing to commend Michael Russo and

22 Terrance Mitchell for helping me survive a flat tire

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

1 on the . The flat occurred as soon

2 as I approached the bridge from Route 130.

3 Immediately, I moved the car to the right lane, not

4 knowing what happened. Terrance spotted me and

5 without hesitation pulled behind my vehicle and guided

6 me across the bridge. I was extremely frightened.

7 But, upon arriving at the tolls, Terrance approached

8 the car and said, “You have a flat, not a problem.”

9 He had already phoned Michael Russo to fix the tire.

10 Both men did their best to keep me calm and reassured

11 me that nothing else was wrong with the vehicle. I

12 want to extend my appreciation to both of them and to

13 commend them for excellent service and knowing their

14 job to perfection. I will always be in their debt and

15 hopefully will see them one day again when crossing

16 the bridge. In the meantime, I would like to

17 recommend both for some type of bonus or raise.

18 Please tell them I said thank you very much for coming

19 to my rescue." Sincerely, Rita Argenzio.

20 CEO Powers. Under my CEO powers, I approved

21 the purchase of 40 transit journal axle bearings

22 needed for requalification at a cost of $857 each, for

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

1 a total of $34,280. PATCO needed these axles and the

2 32-week lead time required the purchase of these

3 bearings immediately in order for us to accomplish the

4 necessary repairs.

5 DRPA was a finalist in the Women's Business

6 Enterprise Council Corporation of the Year Award for

7 diversity efforts. On Friday, September 16, 2016, the

8 DRPA and PATCO were represented at an awards luncheon

9 at the League. The luncheon was

10 hosted by the Women's Business Enterprise Council and

11 honored Women Business Enterprises and firms that make

12 it a priority to do business with them. Among the

13 awards given was the WBEC Corporation of the Year

14 Award, which is a prestigious honor for the company

15 that not only reports a high spend with WBEC members

16 but is a positive example of mentorship, outreach

17 efforts, and improvement. I am pleased to report that

18 DRPA was named as a top three finalist along with

19 Wells Fargo and the Day & Zimmerman Group. The Board

20 and staff's commitment to the shared values of

21 diversity and inclusion and continuous improvement

22 make it possible for the Authority to be back in the

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

1 running and considered for these prestigious awards.

2 That concludes my comments to the CEO report.

3 Thank you, Chairman.

4 CHAIRMAN BOYER: Thank you. Does anyone have

5 any comments on the CEO's report? Yes, Commissioner

6 Dougherty? Commissioner Dougherty, could you talk

7 into the microphone because we are taping from the

8 microphone.

9 COMMISSIONER DOUGHERTY: Yes, I was going to

10 take a moment of personal privilege after one of the

11 speakers. And I appreciate standing up at the mike

12 and voicing your First Amendment right. I'm

13 accustomed to usually getting letters that don't have

14 a signature on it. So, that's a step in the right

15 direction.

16 But there were a lot of statements that were

17 made, and I thought there were one or two that were

18 more personally centered on John. I want to let you

19 know and I want to let everybody know, okay, in this

20 room that I understand scrutiny as well as anybody on

21 both sides of the river. And I have to let you know

22 that in all my time, and I've been here two or three

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

1 times representing two or three different people, the

2 gentleman I'm representing right now, Eugene

3 DePasquale, is the most detail-oriented person that

4 I've ever represented anywhere. He is really

5 comfortable with the transparency that you offer.

6 There's two types of politics. There is the

7 group that's paralyzed by politics, which you're most

8 definitely not. And then there is the other type,

9 that's motivated to do good politics for the people.

10 And anybody that doesn't think there is that much

11 politics in everything every one of us do, including

12 the speeches given tonight, are off the reservation.

13 You have a series of checks and balances here, okay.

14 You've been through a series of leadership here, okay.

15 And I know the guy sitting to your left as well as

16 anybody in this room, okay, and he is also loaded with

17 integrity. He also understands the magnitude of the

18 role that he took over.

19 So I just want to go on the record saying I

20 respect the fact that someone came and said that, but

21 I think she's categorically wrong. I think that it

22 was almost insulting, okay. You've been underpaid.

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

1 You did your job for years around here, okay. In

2 fact, I think that if anything, we allowed the media

3 and commentary like that to hold back the proper

4 compensation that was due to the people that go to

5 work every day inside that Authority.

6 MR. HANSON: Thank you, Commissioner.

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

8 entertain a motion to accept John's report.

9 COMMISSIONER FENTRESS: Move the motion.

10 COMMISSIONER DiANTONIO: Second.

11 CHAIRMAN BOYER: All in favor?

12 ALL: Aye.

13 CHAIRMAN BOYER: All opposed? Ayes have it.

14 Now we'll have the Report of the Chief

15 Financial Officer, Jim White.

16 MR. WHITE: Mr. Chair, Mr. Vice Chair,

17 Commissioners, good evening. Let me just echo those

18 sentiments to John Hanson. I've worked with him for

19 14 years, and I have the greatest respect for him,

20 what he's done for this organization. I just want to

21 put that on the books.

22 I'd like to introduce our new Director of

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

1 Finance at PATCO, Mark Ciechon. Mark didn't know I

2 was going to do this. Mark, could you just stand for

3 a second? We welcome Mark from Connecticut. And

4 we're looking forward -- he's been thrown into the

5 budget process and some other things related to our

6 systems, so he's getting a good orientation. Mark,

7 thanks very much for joining us.

8 My report stands as stated. We continue to

9 have excellent results. I did mention in my report

10 some of the factors that are showing why we have such

11 a huge positive variance in our actual revenues versus

12 budget; those include traffic which is up

13 significantly and our commuter credit which was

14 mentioned earlier. We have paid out a little bit less

15 than we had anticipated. Also, we have a new revenue

16 source with delayed transactions where the revenues we

17 are capturing are greater than we budgeted, and we

18 have higher commercial vehicles. The Betsy Ross

19 vehicles are up, and we did not get hit as hard in

20 terms of inclement weather as we expected. So, again,

21 our results both in terms of PATCO and DRPA are

22 excellent.

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

1 I just wanted to update the Board on the

2 budget process. In October, we have gone through

3 internal hearings both for the Capital Budget and also

4 for the Operating Budgets. We're still doing some

5 scrubbing obviously related to that. We are making

6 good progress on the budgets. We typically present

7 the Capital Budget in November and then the Operating

8 Budget in December. I think we're on track to do

9 that, but I just wanted to give you that heads up.

10 And that concludes my report. Thank you.

11 CHAIRMAN BOYER: Any comments on the CFO

12 report?

13 Approval of September 21, 2016 DRPA Board

14 Minutes. The minutes of the September 21, 2016 Board

15 Minutes were previously provided to all Commissioners.

16 Is there any corrections? I'll make a motion to

17 accept them.

18 COMMISSIONER DiANTONIO: I'll move it.

19 VICE CHAIRMAN NASH: Second.

20 CHAIRMAN BOYER: Motion moved and properly

21 second. All in favor?

22 ALL: Aye.

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

1 CHAIRMAN BOYER: All opposed? Ayes have it.

2 2016 First Quarter Financial Statements and

3 Notes. I will accept a motion to receive and file the

4 2016 First Quarter Financial Statements and Notes.

5 COMMISSIONER DiANTONIO: So moved.

6 VICE CHAIRMAN NASH: Second.

7 CHAIRMAN BOYER: All in favor?

8 ALL: Aye.

9 CHAIRMAN BOYER: All opposed? Ayes have it.

10 Monthly List of Previously Approved Payments

11 Covering the Month of September 2016 and the Monthly

12 List of Previously Approved Purchase Orders and

13 Contracts Covering the Month of September 2016.

14 I will accept a motion to receive and file the

15 List of Previously Approved Payments Covering the

16 Month of September 2016 and the List of the Previously

17 Approved Purchase orders and Contracts Covering the

18 Month of September 2016.

19 COMMISSIONER MARTZ: So moved.

20 COMMISSIONER MOSKOWITZ: Second.

21 CHAIRMAN BOYER: All in favor?

22 ALL: Aye.

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

1 CHAIRMAN BOYER: All opposed? Ayes have it.

2 Approval of the Operations & Maintenance

3 Committee Minutes of October 11, 2016. The Operations

4 & Maintenance Committee Minutes of October 2016 were

5 previously provided to all Commissioners. Are there

6 any corrections? May I have a motion to accept the

7 Operations & Maintenance Committee Meeting Minutes?

8 COMMISSIONER FENTRESS: Move the motion.

9 COMMISSIONER MOSKOWITZ: Second.

10 CHAIRMAN BOYER: All in favor?

11 ALL: Aye.

12 CHAIRMAN BOYER: All opposed? Ayes have it.

13 Adoption of Resolutions Approved by the

14 Operations & Maintenance Committee on October 11,

15 2016. There are three items from the Operations &

16 Maintenance Committee for consideration. They are as

17 follows:

18 DRPA-16-110 regarding Contract No. WW-21-2014,

19 WWB Emergency Generator at New Jersey Anchorage.

20 DRPA-16-111 regarding Construction Monitoring

21 Services for Contract No. 14-N, PATCO Lindenwold Yard

22 and Viaduct Rehabilitation.

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

1 DRPA-16-112 regarding the NJ Department of

2 Transportation Alternatives Program Grant for the Ben

3 Franklin Bridge South Walkway Bicycle & Pedestrian

4 Ramp Project.

5 I'll accept a motion to adopt the resolutions.

6 COMMISSIONER FENTRESS: Move the motion.

7 COMMISSIONER DiANTONIO: Second.

8 CHAIRMAN BOYER: All in favor?

9 ALL: Aye.

10 CHAIRMAN BOYER: All opposed? Ayes have it.

11 Approval of the Finance Committee Minutes of

12 October 11, 2016. The Finance Committee Minutes of

13 October 11, 2016 were previously provided to all

14 Commissioners. I'll accept a motion to approve the

15 Finance Committee Meeting Minutes of October 11th.

16 COMMISSIONER MOSKOWITZ: So moved.

17 COMMISSIONER DiANTONIO: Second.

18 CHAIRMAN BOYER: All in favor?

19 ALL: Aye.

20 CHAIRMAN BOYER: All opposed? Ayes carry.

21 Adoption of Resolutions Approved by the

22 Finance Committee on October 11, 2016. There are two

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

1 items from the Finance Committee for consideration.

2 They are as follows:

3 DRPA-16-113 regarding the 2017 DRPA/PATCO Age

4 65 & Over Retiree Medicare Part D Prescription

5 Benefit.

6 DRPA-16-114 regarding the 2017 DRPA/PATCO Age

7 65 & Over Retiree Medicare Supplemental Benefits.

8 I'll accept a motion to adopt the resolutions.

9 MR. SANTARELLI: Mr. Chairman, you have one

10 abstention – Commissioner Fentress, who is a DRPA

11 retiree.

12 COMMISSIONER DiANTONIO: So moved.

13 COMMISSIONER MOSKOWITZ: Second.

14 CHAIRMAN BOYER: All in favor?

15 ALL: Aye.

16 CHAIRMAN BOYER: All opposed? We have

17 unanimity, with one abstention.

18 Approval of Audit Committee Minutes of

19 October 11, 2016. The Audit Committee Minutes of

20 October 11, 2016 were previously provided to all

21 Commissioners. Are there any corrections? I'll accept

22 a motion to approve.

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

1 COMMISSIONER DiANTONIO: Move the motion.

2 VICE CHAIRMAN NASH: Second.

3 CHAIRMAN BOYER: All in favor?

4 ALL: Aye.

5 CHAIRMAN BOYER: All opposed? Ayes have it.

6 Adoption of Resolutions Approved by the Audit

7 Committee on October 11, 2016. There is one item from

8 the Audit Committee for consideration. It is as

9 follows:

10 DRPA-16-115 regarding the Selection of

11 Independent Consultant Services to Conduct a Bridge

12 Operations Management Audit.

13 I will accept a motion to adopt DRPA-16-115.

14 COMMISSIONER DiANTONIO: So moved.

15 COMMISSIONER SINGLEY: Second.

16 CHAIRMAN BOYER: All in favor?

17 ALL: Aye.

18 CHAIRMAN BOYER: All opposed? Ayes have it.

19 Are there any items for Unfinished Business

20 for the Board?

21 There being none, there are two items for New

22 Business for consideration for approval. They are as

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

1 follows:

2 DRPA-16-116 regarding Consideration of Pending

3 DRPA Contracts Between $25,000 and $100,000.

4 DRPA-16-117 regarding Adoption of Authority's

5 Premium Payment Flexible Benefits Plan for Eligible

6 Represented Employees.

7 I'll accept a motion.

8 COMMISSIONER FENTRESS: Move the motion.

9 COMMISSIONER MARTZ: Second.

10 CHAIRMAN BOYER: All in favor?

11 ALL: Aye.

12 CHAIRMAN BOYER: All opposed? Ayes have it.

13 Citizens Advisory Committee Report. Is there

14 a report from the Citizens Advisory Committee?

15 MR. BOYLE: Thank you, Mr. Chair. I just want

16 to say that from my position at the corner of the

17 room, the most spectacular sunset was happening as I

18 was looking, so great location, thanks. So I just

19 wanted to, since we have an opportunity to have more

20 members of the CAC here tonight, I just wanted to sort

21 of go over some talking points that we think the

22 Authority should really look into as we move forward

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

1 into the future.

2 The first thing I want to say is that the

3 financial strength of the DRPA has never been

4 stronger. We really applaud the Board and the staff

5 for making this happen. It's always nice to see,

6 kind-of when you go to public meetings, often the

7 story here is we don't have enough money, we can't do

8 this, we can't do that. It's great that you guys are

9 in a great position to really make this Authority very

10 effective.

11 The DRPA CAC feels the position of Inspector

12 General is an important role, and it should be

13 continued. We want to make sure things stay in order

14 and move forward, so we support the continuation of

15 the Inspector General position and that he is a sort

16 of standalone type person.

17 As far as the Citizens Advisory Committee

18 goes, we have increased enrollment somewhat over the

19 years, but we need some more help to bring our

20 membership up to our original levels. We are still

21 looking for ideas to have incentives for people to

22 join. I think we are having some problems getting

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

1 people from the Pennsylvania side to come over to

2 Camden for these meetings. We just feel that we need

3 to sort of continue the discussion to give people the

4 incentive to come and really contribute to this

5 because this is really their chance to make things

6 happen.

7 We applaud the advancement for the inclusion

8 of alternative transportation in the DRPA's capital

9 program, especially the walkway ramp. We also believe

10 that the Ben Franklin Bridge looms over the City of

11 Camden, and we want to make sure that the Authority is

12 a good neighbor to the City. So, with the explosion

13 of development going on in Camden, there is no

14 incentive, or we don't even have the capacity or

15 political will to build another bridge going across

16 the river, so I really think that the focus should be

17 on moving people across the river and not just

18 automobiles.

19 And we want to make sure that going back to

20 the thought of how the bridge interacts with the

21 growing community underneath it, that we like the idea

22 of making the passageways under the bridge, the

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

1 streets and the tunnels, more attractive for people to

2 go from North Camden to downtown and the waterfront.

3 A great example of this is right under the bridge on

4 the Philadelphia side. If you look at Race Street

5 under I-95, they've done a great job of making what

6 was once a dark passageway very attractive and feeling

7 safe, well-lit, and interesting for people who are

8 walking or biking through town.

9 We also support improvements to PATCO,

10 especially at the Walter Rand Transportation Center.

11 Although we know that improvements to Walter Rand are

12 definitely being done and moving forward, I think

13 there is stuff that we can do today to make sure that

14 Walter Rand doesn't feel as -- I wouldn't say scary,

15 but sort of like not a happy place. But the idea of

16 having better amenities at the Center, also having

17 real-time train information, these things will help

18 people get through this very important transit

19 intersection.

20 VICE CHAIRMAN NASH: John, that's a New Jersey

21 Transit facility. It's not a DRPA facility.

22 MR. BOYLE: Right, right, although you do

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

1 have a -- right. So, it's cooperation between the

2 Authority and New Jersey Transit and the City of

3 Camden. We also support fare integration, not only

4 with SEPTA's new SEPTA Key, but also with New Jersey

5 Transit and even Indego Bike Share.

6 So that's all that I have, and Jonathan Latko

7 is going to have some thoughts as well. Thank you.

8 MR. LATKO: Good evening. Jonathan Latko,

9 Secretary, and also resident of Camden, next to the

10 Ben Franklin Bridge. I just want to expand on some of

11 the comments made by Mr. Boyle on behalf of the DRPA

12 CAC, and some of them center around the legacy of the

13 Ben Franklin Bridge and the effect on the community

14 around it. It's literally a bridge that goes across

15 the river, but it also acts like a divider within the

16 community. And it's an unintended consequence to

17 expand the economy development in the region, which we

18 need; that's how South Jersey has grown and

19 Philadelphia has grown. But I live just south of the

20 bridge, and then moving north to North Camden, under

21 the bridge, it is not a very comfortable place, and we

22 need to rethink how we do that.

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

1 Within the next three years, there's about

2 $16.2 million going into infrastructures and roads,

3 sidewalks, about five or six blocks above the bridge,

4 and the link is going to be how do we get under the

5 bridge and make people feel comfortable moving

6 throughout the City. We do have our challenges, but

7 at some point we need to move forward and create

8 diverse communities. And the Ben Franklin Bridge does

9 stand as a potential barrier in allowing that to

10 happen.

11 With conversation on the Philadelphia side of

12 allowing parking under the bridge, I think it should

13 open up the conversation of can we continue the

14 promenade along the waterfront, under the Ben Franklin

15 Bridge, and connect to the prison site that we all

16 talked about. That project should be finished in the

17 spring, and there is literally the promenade ends on

18 the south side of the bridge, then you have to walk

19 out to Delaware and back to the waterfront, and

20 diverting the ability to go right under the bridge and

21 continue to the north. That greenway should continue

22 all the way around, up into Cramer Hill and

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

1 Pennsauken. So, the time to talk about these projects

2 is now. And it's not just to spend extra money. It's

3 to really look at the legacy of the DRPA and how

4 people move over the bridge, under the bridge, and

5 through those areas.

6 Other areas of concern, I ride my bike over

7 the bridge, and we have this great project coming to

8 deal with the steps. So it's going to, for an

9 extended period of time, shut down the south side, the

10 primary side of the transportation for people who walk

11 and ride their bike over the bridge. The concern is

12 ridership, and walking is at an all-time high. The

13 traffic is pretty amazing. That affects a lot of

14 people. A lot of people use that for transportation.

15 So we have socioeconomic-challenged communities in

16 Camden that need jobs that are in Philadelphia. So

17 when we shut down that bridge walk at eight o'clock,

18 there's people who work overnight, and they are forced

19 to use PATCO or other means of transportation when

20 they walk over. So we would consider expanding the

21 hours of that bridge walk later into the evening.

22 The other piece of it is the alternative

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

1 bridge walk is north side of the bridge. On the

2 Camden side, it's literally half a walk. It's a

3 catwalk and a half a sidewalk that we're going to be

4 forced to use for several years while we work on the

5 south side. Structurally and engineeringly, it can

6 handle cementing it and making it a full walkway on

7 the north side, but we haven't had any commitment or

8 true conversations about doing that. It may be the

9 time to look into that project to figure out can we

10 expand the walkway on the north side to its full

11 potential, which the infrastructure is already there.

12 Last comment is the Philadelphia side, there

13 is a 5th Street pedestrian tunnel that goes under the

14 roadway. One of the biggest questions I have is the

15 DRPA does a really good job of getting rid of the

16 graffiti and the urine and feces that people leave in

17 that walkway. I see people from the DRPA cleaning it

18 all the time. But I have concerns. I move through

19 that tunnel regularly, and I continually see people

20 defecate and urinate under that walkway. There is a

21 bathroom facility. I don't know if the DRPA put it

22 there, but there is a porta-john just on the one side,

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

1 the south side of the bridge. I'm thinking maybe some

2 signage to let people know that there is a place to go

3 to the bathroom, and it doesn't have to be on the DRPA

4 tunnel.

5 And my other last question with regards to

6 security, is there a camera under there? There may be

7 cameras looking in and out of the tunnel, but what

8 about what's happening in the tunnel, because I find

9 needles from time to time and other things happening

10 under that. And I use that, and my family traverses

11 that area with me.

12 So I just think when we move forward, we

13 really kind of think of the true, broad breadth of

14 what's available for DRPA and all the different forms

15 of transportation that we use from our feet to our

16 cars. So I hope you take some of these projects

17 seriously. If you have any questions for us, please

18 let us know.

19 CHAIRMAN BOYER: Thank you. We appreciate

20 your comments, and we'll take them under advisement.

21 Some of the suggestions will see fruition, thank you.

22 MR. LATKO: Thank you.

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

1 CHAIRMAN BOYER: Now I will accept a motion

2 for adjournment.

3 COMMISSIONER FENTRESS: Move the motion.

4 COMMISSIONER DiANTONIO: Second.

5 CHAIRMAN BOYER: All in favor?

6 ALL: Aye.

7 CHAIRMAN BOYER: All opposed? Ayes have it.

8 The DRPA meeting is adjourned.

9 (Whereupon, the meeting was adjourned on

10 Wednesday, October 19, 2016, at 6:53 p.m.)

11

12 Respectfully Submitted,

13

14 Raymond J. Santarelli General Counsel and 15 Corporate Secretary

16

17

18

19

20

21

22

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

1 CERTIFICATE

2 This is to certify that the attached

3 proceedings before the Delaware River Port Authority

4 on October 19, 2016, were held as herein appears, and

5 that this is the original transcript thereof for the

6 file of the Authority.

7

8

9

10 ______Timothy J. Atkinson, Jr. 11 FREE STATE REPORTING, INC.

12

13

14

15

16

17

18

19

20

21

22

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

DRPA MONTHLY LIST OF PREVIOUSLY APPROVED MONTHLY LIST OF PAYMENTS

DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 10/01/16 THRU 10/31/16 MEETING DATE 11/16/2016

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

REMINGTON & VERNICK ENGINEERS, INC. 4TH ST GARAGE CATHODIC PROTECTION D-15-019-51 $2,585.09 ** 4TH ST GARAGE CATHODIC PROTECTION TOTAL $2,585.09 FRANKLIN ELECTRIC CO 6TH FLOOR RECONFIGURATION 25KTHRES $2,396.79 ** 6TH FLOOR RECONFIGURATION TOTAL $2,396.79 JACOBS ENGINEERING GROUP INC 800MHZ REPLACEMENT/UPGRADE D-11-094-43 $21,909.87 ** 800MHZ REPLACEMENT/UPGRADE TOTAL $21,909.87 REMINGTON & VERNICK ENGINEERS, INC. ADMINISTRATION BUILDING CHILLER REPLACEM D-15-019-52 $952.24 ** ADMINISTRATION BUILDING CHILLER REPLACEM TOTAL $952.24 BRINKERHOFF ENVIRONMENTAL SERVICES ADMIRAL WILSON REMEDIATION D-14-030 $2,607.68 ** ADMIRAL WILSON REMEDIATION TOTAL $2,607.68 REMINGTON & VERNICK ENGINEERS, INC. AIR HANDLER #4 REPLACEMENT D-15-019-52 $313.56 ** AIR HANDLER #4 REPLACEMENT TOTAL $313.56 REMINGTON & VERNICK ENGINEERS, INC. ANNEX ROOF REPLACEMENT D-11-094-42 $2,678.29 ** US ROOFING CORPORATION ANNEX ROOF REPLACEMENT D-16-047 $458,228.16 ** ANNEX ROOF REPLACEMENT TOTAL $460,906.45 PARSONS TRANSPORTATION GROUP INC. BIENNIAL INSPECTION D-15-019-51 $11,607.46 AECOM TECHNICAL SERVICES, INC. BIENNIAL INSPECTION D-16-017 $49,522.60 HAKS ENGINEERS BIENNIAL INSPECTION D-16-018 $91,516.63 MODJESKI AND MASTERS, INC. BIENNIAL INSPECTION D-16-019 $100,900.47 HNTB CORPORATION BIENNIAL INSPECTION D-16-020 $94,621.91 REMINGTON & VERNICK ENGINEERS, INC. BIENNIAL INSPECTION D-16-021 $49,587.81 BIENNIAL INSPECTION TOTAL $397,756.88 EPLUS TECHNOLOGY, INC. BOARDROOM UPDATES D-15-121 $31,693.01 ** BOARDROOM UPDATES TOTAL $31,693.01 BANK OF NEW YORK - MELLON BOND SERVICE BOND RESOLUTIONS $481,303.19 TD BANK, N.A. BOND SERVICE BOND RESOLUTIONS $8,083,957.88 BOND SERVICE TOTAL $8,565,261.07 GRAYBAR ELECTRIC CO INC BRB & CBB TOLL CANOPY DMS 25KTHRES $12,668.81 ** DAKTRONICS, INC BRB & CBB TOLL CANOPY DMS D-16-060 $202,370.00 ** BRB & CBB TOLL CANOPY DMS TOTAL $215,038.81 IEW CONTRACTORS, INC. BRIDGE RESURFACING D-14-098 $910,658.61 ** JOHNSON, MIRMIRAN & THOMPSON, INC. BRIDGE RESURFACING D-14-099 $63,501.41 ** BRIDGE RESURFACING TOTAL $974,160.02 ALSTOM TRANSPORTATION, INC. CAR REHAB DESIGN D-10-154 $1,235,796.97 ** CAR REHAB DESIGN TOTAL $1,235,796.97 JACQUELINE MULLEN CDL LICENSE FEES 25KTHRES $10.80 JAMES P. MURRAY CDL LICENSE FEES 25KTHRES $5.94 CDL LICENSE FEES TOTAL $16.74 ROBERT MELIKIAN CITIZEN ADVISORY COMMITTEE EXPENSES 25KTHRES $5.00 VITARELLI'S INC CITIZEN ADVISORY COMMITTEE EXPENSES 25KTHRES $105.00 CITIZEN ADVISORY COMMITTEE EXPENSES TOTAL $110.00 FOUR CHEFS OF CHERRY HILL COMMISSIONER MEETING EXPENSE 25KTHRES $627.50 VITARELLI'S INC COMMISSIONER MEETING EXPENSE 25KTHRES $1,942.50 FREE STATE REPORTING, INC. COMMISSIONER MEETING EXPENSE D-14-046 $2,648.82 COMMISSIONER MEETING EXPENSE TOTAL $5,218.82 ELLIOTT-LEWIS COMPUTER SOFTWARE 25KTHRES $868.00 SHI INTERNATIONAL CORP COMPUTER SOFTWARE 25KTHRES $3,090.00 COMPUTER SOFTWARE TOTAL $3,958.00 IRON MOUNTAIN CONTRACT SERVICE EXPENSE D-12-044 $13,214.57 PHILADELPHIA MEDIA NETWORK CONTRACT SERVICE EXPENSE D-12-082 $2,131.14 NORTHEAST WORK & SAFETY BOATS, LLC CONTRACT SERVICE EXPENSE D-13-117 $10,409.04 COURT LIAISON SERVICES, LLC CONTRACT SERVICE EXPENSE D-14-088 $2,500.00 CONTRACT SERVICE EXPENSE TOTAL $28,254.75 LAZ PARKING CONTRACTED P/T TOLL COLLECTORS D-13-095 $87,629.78 CONTRACTED P/T TOLL COLLECTORS TOTAL $87,629.78 XEROX STATE & LOCAL SOLUTIONS CONTRACTORS - E-ZPASS VPC D-04-031 $59,051.14 CONTRACTORS - E-ZPASS VPC TOTAL $59,051.14 UNITED ELEVATOR COMPANY, LLC CONTRACTUAL SERVICES D-15-057 $910.00

** Capital Expenditures Page 1 of 9 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 10/01/16 THRU 10/31/16 MEETING DATE 11/16/2016

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

TRI-M GROUP LLC CONTRACTUAL SERVICES D-15-135 $19,815.00 CONTRACTUAL SERVICES TOTAL $20,725.00 CAMDEN COUNTY BOARD OF FREEHOLDERS COOPER RIVER PARK IMPROVEMENTS D-11-111 $95,207.43 SURETY TITLE COMPANY, LLC COOPER RIVER PARK IMPROVEMENTS D-14-136 $500.00 COOPER RIVER PARK IMPROVEMENTS TOTAL $95,707.43 CANON FINANCIAL SERVICES INC COPIER EXPENSES D-11-027 $11,346.49 COPIER EXPENSES TOTAL $11,346.49 AMERICAN EXPRESS CREDIT CARD FEES D-04-031 $18.55 PAYMENTECH CREDIT CARD FEES D-04-031 $1,876.88 CREDIT CARD FEES TOTAL $1,895.43 WATTS WINDOW CLEANING & JANITORIAL CUSTODIAL SERVICES D-13-091 $20,744.85 CUSTODIAL SERVICES TOTAL $20,744.85 BOTTOMLINE TECHNOLOGIES INC DATA PROCESSING 25KTHRES $496.00 CDW GOVERNMENT LLC DATA PROCESSING 25KTHRES $542.98 DELL MARKETING L.P. DATA PROCESSING 25KTHRES $10,409.75 E. J. WARD, INC. DATA PROCESSING 25KTHRES $7,491.00 SHI INTERNATIONAL CORP DATA PROCESSING 25KTHRES $5,564.18 SUNGARD AVAILABILITY SERVICES DATA PROCESSING D-16-015 $4,224.00 NAPLES LAW DATA PROCESSING D-16-028 $867.00 SIMPLEXGRINNELL LP DATA PROCESSING D-16-086 $34,150.00 DATA PROCESSING TOTAL $63,744.91 STV INCORPORATED DELEADING AND REPAINTING D-14-150 $157,908.95 ** CORCON, INC. DELEADING AND REPAINTING D-15-081 $3,393,816.37 ** DELEADING AND REPAINTING TOTAL $3,551,725.32 SAFETY-KLEEN SYSTEMS DISPOSAL FEES 25KTHRES $251.76 DISPOSAL FEES TOTAL $251.76 HERITAGE-CRYSTAL CLEAN, LLC DISPOSAL SERVICES 25KTHRES $240.80 DISPOSAL SERVICES TOTAL $240.80 SYSTRA CONSULTING, INC. DRPA LINDENWOLD WATER DISTRIB SYSTEM D-15-019-52 $11,087.35 ** DRPA LINDENWOLD WATER DISTRIB SYSTEM TOTAL $11,087.35 AECOM TECHNICAL SERVICES, INC. DRPA TRUCK PERMIT PROGRAM D-14-077 $613,444.70 ** DRPA TRUCK PERMIT PROGRAM TOTAL $613,444.70 THE ERIC RYAN CORPORATION ELECTRICITY EXPENSE D-13-088 $621.02 ATLANTIC CITY ELECTRIC ELECTRICITY EXPENSE UTILITY $6,373.06 DIRECT ENERGY MARKETING INC ELECTRICITY EXPENSE UTILITY $9,526.05 PECO - PAYMENT PROCESSING ELECTRICITY EXPENSE UTILITY $14,372.58 PSE&G CO. ELECTRICITY EXPENSE UTILITY $30,253.90 ELECTRICITY EXPENSE TOTAL $61,146.61 AECOM TECHNICAL SERVICES, INC. EMBANKMENT RESTORATION D-13-001 $537.14 ** EMBANKMENT RESTORATION TOTAL $537.14 BURNS ENGINEERING, INC. EMERGENCY GENERATOR AT NJ ANCHORAGE D-15-019-52 $2,486.38 ** EMERGENCY GENERATOR AT NJ ANCHORAGE TOTAL $2,486.38 DELTA DENTAL OF NEW JERSEY, INC. EMPLOYEE DENTAL INSURANCE D-15-105 $69,867.73 EMPLOYEE DENTAL INSURANCE TOTAL $69,867.73 AMERIHEALTH INSURANCE COMPANY EMPLOYEE MEDICAL INSURANCE D-15-104 $1,115,877.02 EMPLOYEE MEDICAL INSURANCE TOTAL $1,115,877.02 VISION BENEFITS OF AMERICA EMPLOYEE VISION INSURANCE D-15-106 $2,992.50 EMPLOYEE VISION INSURANCE TOTAL $2,992.50 RANDSTAD NORTH AMERICAN INC ENTERPRISE RESOURCE PLANNING SYSTEM D-14-136 $31,500.00 ** ENTERPRISE RESOURCE PLANNING SYSTEM TOTAL $31,500.00 PENDERGAST SAFETY EQUIPMENT CO EQUIPMENT & TOOLS 25KTHRES $1,217.99 A & A GLOVE & SAFETY CO. EQUIPMENT & TOOLS 25KTHRES $4,122.00 AIRGAS, INC EQUIPMENT & TOOLS 25KTHRES $664.50 ALKO DISTRIBUTORS EQUIPMENT & TOOLS 25KTHRES $99.99 ARBILL INDUSTRIES INC EQUIPMENT & TOOLS 25KTHRES $16.74 ATLAS FLASHER AND SUPPLY CO., INC. EQUIPMENT & TOOLS 25KTHRES $1,520.00 INDUSTRIAL SUPPLY CO EQUIPMENT & TOOLS 25KTHRES $657.36 LAWMEN SUPPLY CO OF NEW JERSEY INC EQUIPMENT & TOOLS 25KTHRES $2,062.00

** Capital Expenditures Page 2 of 9 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 10/01/16 THRU 10/31/16 MEETING DATE 11/16/2016

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

MULTIFACET, INC. EQUIPMENT & TOOLS 25KTHRES $1,674.00 PUBLIC SAFETY UNLIMITED EQUIPMENT & TOOLS 25KTHRES $640.00 WHARTON HARDWARE & SUPPLY EQUIPMENT & TOOLS 25KTHRES $107.10 AUTHORITY EQUIPMENT & TOOLS D-04-031 $51,535.43 STAUFFER GLOVE & SAFETY EQUIPMENT & TOOLS D-15-144 $1,638.20 AALL AMERICAN FASTENERS EQUIPMENT & TOOLS D-15-144 $569.70 BDF INDUSTRIAL FASTENERS EQUIPMENT & TOOLS D-15-144 $514.95 EQUIPMENT & TOOLS TOTAL $67,039.96 NJ E-ZPASS E-ZPASS BANK CHARGES D-04-031 $2,476.28 E-ZPASS BANK CHARGES TOTAL $2,476.28 NJ E-ZPASS E-ZPASS CREDIT CARD FEES D-04-031 $786,788.02 E-ZPASS CREDIT CARD FEES TOTAL $786,788.02 HMW ENTERPRISES, INC. FARE COLLECTION EQUIPMENT 25KTHRES $3,500.00 FARE COLLECTION EQUIPMENT TOTAL $3,500.00 RIGGINS INC. FUEL D-15-078 $1,626.35 FUEL TOTAL $1,626.35 KERSHNER OFFICE FURNITURE, INC FURNITURE 25KTHRES $415.25 FURNITURE TOTAL $415.25 ANN DUVALL GRANT RECEIVABLES 25KTHRES $111.54 GRANT RECEIVABLES TOTAL $111.54 THE ERIC RYAN CORPORATION HEATING EXPENSE D-13-088 $634.48 PHILADELPHIA GAS WORKS HEATING EXPENSE UTILITY $1,062.77 PSE&G CO. HEATING EXPENSE UTILITY $1,443.09 SOUTH JERSEY GAS COMPANY HEATING EXPENSE UTILITY $338.61 HEATING EXPENSE TOTAL $3,478.95 SOWINSKI SULLIVAN ARCHITECTS, PC INST ELEVATORS REMAINING STATIONS D-13-080 $50,319.84 ** JACOBS ENGINEERING GROUP INC INST ELEVATORS REMAINING STATIONS D-14-048-600 $9,533.67 ** INST ELEVATORS REMAINING STATIONS TOTAL $59,853.51 PORT AUTHORITY TRANSIT CORPORATION INTERCOMPANY TRANSFERS NONE $1,735,642.51 INTERCOMPANY TRANSFERS TOTAL $1,735,642.51 THE HAVERFORD TRUST COMPANY INVESTMENT MANAGEMENT FEES 25KTHRES $2,341.34 INVESTMENT MANAGEMENT FEES TOTAL $2,341.34 IUOE 542 BENEFIT FUNDS IUOE H&W D-15-132 $363,424.66 IUOE H&W TOTAL $363,424.66 MULTIFACET, INC. JANITORIAL SUPPLIES 25KTHRES $369.40 T. FRANK MCCALL'S, INC. JANITORIAL SUPPLIES 25KTHRES $2,025.00 Y-PERS, INC. JANITORIAL SUPPLIES 25KTHRES $2,348.00 CENTRAL POLY CORP. JANITORIAL SUPPLIES P-15-041 $1,900.00 JANITORIAL SUPPLIES TOTAL $6,642.40 DUANE MORRIS LLP LEGAL FEES - INDENTURE D-13-110 $22,484.39 LEGAL FEES - INDENTURE TOTAL $22,484.39 CAMDEN PARKING AUTHORITY LIMITED MOBILITY PARKING 25KTHRES $545.70 LIMITED MOBILITY PARKING TOTAL $545.70 HNTB CORPORATION LINDENWOLD YARD TRACK REHAB D-15-019-53 $6,001.55 ** LINDENWOLD YARD TRACK REHAB TOTAL $6,001.55 TRANSCORE LP MAINT. FEE - TOLL COLLECTION EQUIP D-15-011 $71,777.00 MAINT. FEE - TOLL COLLECTION EQUIP TOTAL $71,777.00 WINROC-SPI MAINTENANCE BUILDING MEN'S LOCKER ROOM 25KTHRES $1,354.80 ** MAINTENANCE BUILDING MEN'S LOCKER ROOM TOTAL $1,354.80 KING OF PRUSSIA EQUIPMENT INC. MAINTENANCE YARD CONCRETE 25KTHRES $1,480.00 ** R E PIERSON MATERIALS CORP MAINTENANCE YARD CONCRETE 25KTHRES $9,630.00 ** MAINTENANCE YARD CONCRETE TOTAL $11,110.00 IMX MEDICAL MANAGEMENT SVCS, INC. MEDICAL TESTING 25KTHRES $525.00 MEDICAL TESTING TOTAL $525.00 JAMES M. WHITE MEETING EXPENSES 25KTHRES $24.60 VITARELLI'S INC MEETING EXPENSES 25KTHRES $2,164.25 MEETING EXPENSES TOTAL $2,188.85 ALM MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $200.00

** Capital Expenditures Page 3 of 9 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 10/01/16 THRU 10/31/16 MEETING DATE 11/16/2016

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

ASCE/MEMBERSHIP MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $530.00 DIRECTV MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $14.00 MARIA J. WING MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $220.00 MARK A. ZITZLER MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $140.00 THOMSON REUTERS- WEST MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $856.00 MEMBERSHIPS & SUBSCRIPTIONS TOTAL $1,960.00 PAUL'S CUSTOM AWARDS & TROPHIES NAME PLATES 25KTHRES $308.00 NAME PLATES TOTAL $308.00 FRANKLIN ELECTRIC CO NAVIGATION LIGHT PLATFORMS 25KTHRES $1,135.00 ** NAVIGATION LIGHT PLATFORMS TOTAL $1,135.00 TD BANK, N.A. NET PAYROLL NONE $85,484.55 WELLS FARGO BANK, NA NET PAYROLL NONE $2,095,551.91 NET PAYROLL TOTAL $2,181,036.46 EPLUS TECHNOLOGY, INC. NETWORK SWITCHES FOR CBB DATA CENTER 25KTHRES $2,388.00 ** NETWORK SWITCHES FOR CBB DATA CENTER TOTAL $2,388.00 XEROX STATE & LOCAL SOLUTIONS NJ CSC TRANSACTIONS D-04-031 $314,545.07 NJ CSC TRANSACTIONS TOTAL $314,545.07 BILLOWS ELEC SUPPLY CO NJ FEEDERS & SUBSTATION UPGRADES D-16-076 $40,365.22 ** NJ FEEDERS & SUBSTATION UPGRADES TOTAL $40,365.22 N.J. STATE - GIT NJ PAYROLL TAXES NONE $29,123.72 NJ PAYROLL TAXES TOTAL $29,123.72 BROWN'S GRAPHIC SOLUTIONS, INC OFFICE SUPPLIES 25KTHRES $42.70 PAPER MART INC OFFICE SUPPLIES 25KTHRES $1,464.44 PENDERGAST SAFETY EQUIPMENT CO OFFICE SUPPLIES 25KTHRES $166.95 W.B. MASON CO. INC OFFICE SUPPLIES D-15-133 $2,672.13 OFFICE SUPPLIES TOTAL $4,346.22 NEWARK GRUBB KNIGHT FRANK OPERATING EXP ADVANCE NONE $120,000.00 OPERATING EXP ADVANCE TOTAL $120,000.00 GRAYBAR ELECTRIC CO INC OTHER MISC. EQUIPMENT 25KTHRES $983.53 OTHER MISC. EQUIPMENT TOTAL $983.53 XEROX STATE & LOCAL SOLUTIONS PARKING TRANSACTION FEES D-04-031 $27.00 PARKING TRANSACTION FEES TOTAL $27.00 CANON SOLUTIONS AMERICA, INC. PATCO COPIER EXPENSES 25KTHRES $569.88 PATCO COPIER EXPENSES TOTAL $569.88 HNTB CORPORATION PATCO HALL & WAY INTERLK REHAB D-15-019-51 $42,935.49 ** PATCO HALL & WAY INTERLK REHAB TOTAL $42,935.49 THOMSON REUTERS- WEST PATCO PROFESSIONAL FEES 25KTHRES $655.64 TURNER SURETY & INSURANCE BROKERAGE PATCO PROFESSIONAL FEES 25KTHRES $21,920.00 PATCO PROFESSIONAL FEES TOTAL $22,575.64 QUAL-LYNX CASUALTY PATCO PROFESSIONAL SERVICES D-12-098 $5,220.34 PATCO PROFESSIONAL SERVICES TOTAL $5,220.34 SPRINT PATCO TELEPHONE EXPENSE 25KTHRES $390.95 PATCO TELEPHONE EXPENSE TOTAL $390.95 CITY OF PHILADELPHIA PAYROLL TAXES NONE $25,232.95 INTERNAL REVENUE SERVICE PAYROLL TAXES NONE $1,207,566.73 PA DEPT OF REVENUE PAYROLL TAXES NONE $17,804.14 TREASURER - STATE OF NEW JERSEY PAYROLL TAXES NONE $77,442.28 PAYROLL TAXES TOTAL $1,328,046.10 PNC P-CARD PURCHASES 25KTHRES $110,852.74 P-CARD PURCHASES TOTAL $110,852.74 GANNETT FLEMING COMPANIES PEDESTRIAN BRIDGES AND TUNNELS D-15-019-51 $53,795.07 ** PEDESTRIAN BRIDGES AND TUNNELS TOTAL $53,795.07 AECOM TECHNICAL SERVICES, INC. PENNDOT I95 INTERCHANGE IMPROVEMENT D-15-053 $20,095.68 ** PENNDOT I95 INTERCHANGE IMPROVEMENT TOTAL $20,095.68 PA STATE EMPLOYEES RETIREMENT SYSTE PENSION - PA SERS NONE $2,662,608.40 PENSION - PA SERS TOTAL $2,662,608.40 N.J. PUBLIC EMPLOYEES RETIREMENT SYSTEM PENSION & BENEFITS NONE $6,660.12 PENSION & BENEFITS TOTAL $6,660.12

** Capital Expenditures Page 4 of 9 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 10/01/16 THRU 10/31/16 MEETING DATE 11/16/2016

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

BURNS ENGINEERING, INC. PERM POWER-CAMERAS/CALL BOXES D-15-019-53 $51,969.14 ** PERM POWER-CAMERAS/CALL BOXES TOTAL $51,969.14 TREASURER, STATE OF NEW JERSEY PERMIT FEES 25KTHRES $208.33 PERMIT FEES TOTAL $208.33 PITNEY BOWES POSTAGE EXPENSES 25KTHRES $179.47 UNITED PARCEL SERVICE (UPS) POSTAGE EXPENSES 25KTHRES $23.61 POSTAGE EXPENSES TOTAL $203.08 ALLEN REPRODUCTION CO., INC. PRINTING EXPENSE 25KTHRES $186.90 PRINTING EXPENSE TOTAL $186.90 REMINGTON & VERNICK ENGINEERS, INC. PRIORITY ROW REPAIRS 3-4TH ST CAMDEN D-11-094-42 $1,178.04 ** PRIORITY ROW REPAIRS 3-4TH ST CAMDEN TOTAL $1,178.04 MOODY'S INVESTORS SERVICES PROFESSIONAL FEES 25KTHRES $7,500.00 THOMSON REUTERS- WEST PROFESSIONAL FEES 25KTHRES $190.36 TURNER SURETY & INSURANCE BROKERAGE PROFESSIONAL FEES D-14-128 $54,962.00 PROFESSIONAL FEES TOTAL $62,652.36 BENEFIT HARBOR, LP PROFESSIONAL FEES - CONSULTING D-14-104 $10,940.14 PROFESSIONAL FEES - CONSULTING TOTAL $10,940.14 ARCHER & GREINER PROFESSIONAL FEES - LEGAL COSTS D-16-028 $8,780.13 BROWN & CONNERY LLP PROFESSIONAL FEES - LEGAL COSTS D-16-028 $33,136.70 BUCHANAN INGERSOLL & ROONEY PC PROFESSIONAL FEES - LEGAL COSTS D-16-028 $3,132.50 DEASEY, MAHONEY & VALENTINI LTD. PROFESSIONAL FEES - LEGAL COSTS D-16-028 $15,281.70 DILWORTH PAXSON LLP PROFESSIONAL FEES - LEGAL COSTS D-16-028 $12,671.60 DUANE MORRIS LLP PROFESSIONAL FEES - LEGAL COSTS D-16-028 $47,204.27 FLORIO PERRUCCI STEINHARDT & FADER PROFESSIONAL FEES - LEGAL COSTS D-16-028 $1,188.18 LAMB MCERLANE PROFESSIONAL FEES - LEGAL COSTS D-16-028 $618.75 PARKER MCCAY , P.A. PROFESSIONAL FEES - LEGAL COSTS D-16-028 $540.00 RESOLUTION MANAGEMENT CONSULTANTS, PROFESSIONAL FEES - LEGAL COSTS D-16-028 $80,053.10 ROBERT T. TATE PROFESSIONAL FEES - LEGAL COSTS D-16-028 $4,552.59 STEVENS & LEE PROFESSIONAL FEES - LEGAL COSTS D-16-028 $29,734.38 ZELLER & WIELICZKO, LLP PROFESSIONAL FEES - LEGAL COSTS D-16-028 $8,134.43 PROFESSIONAL FEES - LEGAL COSTS TOTAL $245,028.33 IMX MEDICAL MANAGEMENT SVCS, INC. PROFESSIONAL FEES - MEDICAL 25KTHRES $4,345.00 INTERSTATE MOBILE CARE PROFESSIONAL FEES - MEDICAL D-14-103 $6,209.00 US REGIONAL OCCUPATIONAL HEALTH II PROFESSIONAL FEES - MEDICAL D-14-103 $705.05 WORKNET OBOM PROFESSIONAL FEES - MEDICAL D-14-103 $255.00 PROFESSIONAL FEES - MEDICAL TOTAL $11,514.05 PFM SWAP ADVISORS LLC PROFESSIONAL SERVICES 25KTHRES $3,750.00 SAP PUBLIC SERVICES INC PROFESSIONAL SERVICES 25KTHRES $51.20 TRI-COUNTY TERMITE & PEST CONTROL, PROFESSIONAL SERVICES 25KTHRES $590.00 CAREER CONCEPTS, INC. PROFESSIONAL SERVICES D-13-134 $1,600.00 QUAL-LYNX CASUALTY PROFESSIONAL SERVICES D-12-098 $2,088.00 PROFESSIONAL SERVICES TOTAL $8,079.20 CAREER CENTER RUTGERS UNIV. PROMOTION & DEVELOPMENT 25KTHRES $250.00 PROMOTION & DEVELOPMENT TOTAL $250.00 KARPF, KARPF & CERUTTI, P.C. PUBLIC LIABILITY RESERVE NONE $3,000.00 PUBLIC LIABILITY RESERVE TOTAL $3,000.00 ROYAL BANK OF CANADA QUARTERLY REMARKETING FEES D-12-021 $3,886.09 QUARTERLY REMARKETING FEES TOTAL $3,886.09 TACTICAL PUBLIC SAFETY RADIO EQUIPMENT D-14-141 $7,579.97 RADIO EQUIPMENT TOTAL $7,579.97 JACOBS ENGINEERING GROUP INC REBUILD TRANSIT CAR TRUCKS-YEARLY D-15-019-52 $28,586.32 ** REBUILD TRANSIT CAR TRUCKS-YEARLY TOTAL $28,586.32 AECOM TECHNICAL SERVICES, INC. REHAB TRACK VIADUCT D-14-048-400 $14,221.78 ** RAILROAD CONSTRUCTION CO. INC REHAB TRACK VIADUCT D-15-049 $513,522.81 ** JACOBS ENGINEERING GROUP INC REHAB TRACK VIADUCT D-15-050 $83,398.26 ** REHAB TRACK VIADUCT TOTAL $611,142.85 TD HOLDINGS II INC REMARKETING FEES D-08-021 $23,300.13 BARCLAYS CAPITAL INC REMARKETING FEES D-15-016 $25,537.18

** Capital Expenditures Page 5 of 9 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 10/01/16 THRU 10/31/16 MEETING DATE 11/16/2016

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

REMARKETING FEES TOTAL $48,837.31 BRINKERHOFF ENVIRONMENTAL SERVICES REMEDIAL MANAGEMENT AND ENVIRONMENTAL D-15-147 $85,117.26 ** REMEDIAL MANAGEMENT AND ENVIRONMENTAL TOTAL $85,117.26 T. SLACK ENVIRONMENTAL SERVICES REPAIR PARTS - BRIDGES D-15-144 $270.00 REPAIR PARTS - BRIDGES TOTAL $270.00 FORTRESS PROTECTION, LLC REPAIR PARTS - OTHER EQUIPMENT 25KTHRES $300.00 FYR FYTER SALES AND SERVICE REPAIR PARTS - OTHER EQUIPMENT 25KTHRES $525.71 REPAIR PARTS - OTHER EQUIPMENT TOTAL $825.71 R E PIERSON MATERIALS CORP REPAIR-BRIDGES 25KTHRES $2,615.08 REPAIR-BRIDGES TOTAL $2,615.08 COONEY BROTHERS INC REPAIR-BUILDINGS 25KTHRES $377.36 SHERWIN WILLIAMS REPAIR-BUILDINGS 25KTHRES $1,650.72 UNIFIED DOOR & HARDWARE GROUP REPAIR-BUILDINGS 25KTHRES $3,879.36 BARTON SUPPLY REPAIR-BUILDINGS 25KTHRES $3,572.39 MCMASTER-CARR SUPPLY CO REPAIR-BUILDINGS 25KTHRES $11,147.50 NEW PIG CORP REPAIR-BUILDINGS 25KTHRES $2,843.31 UNITED ELECTRIC REPAIR-BUILDINGS 25KTHRES $6,535.29 REPAIR-BUILDINGS TOTAL $30,005.93 CAMDEN GLASS INC REPAIRS-BUILDINGS 25KTHRES $1,490.00 REPAIRS-BUILDINGS TOTAL $1,490.00 CITY AUTO PAINT & SUPPL VINC REPAIRS-VEHICLES 25KTHRES $701.00 VEHICLE SERVICE GROUP, LLC. REPAIRS-VEHICLES D-16-093 $39,992.32 ** REPAIRS-VEHICLES TOTAL $40,693.32 REMINGTON & VERNICK ENGINEERS, INC. REPLACE ADMIN COMPLEX SWITCHGEAR D-11-094-42 $5,512.96 ** CHAMMINGS ELECTRIC, INC. REPLACE ADMIN COMPLEX SWITCHGEAR D-15-052 $9,752.80 ** REPLACE ADMIN COMPLEX SWITCHGEAR TOTAL $15,265.76 JACOBS ENGINEERING GROUP INC REPLACE BRB & CBB FIBER D-15-019-52 $1,294.64 ** REPLACE BRB & CBB FIBER TOTAL $1,294.64 JACOBS ENGINEERING GROUP INC REPLACE EMERGENCY GENERATOR D-11-094-43 $2,655.30 ** REPLACE EMERGENCY GENERATOR TOTAL $2,655.30 LINDSAY TRANSPORTATION SOLUTIONS REPLACE MOVEABLE BARRIER MACHINE D-16-035 $462,216.67 ** REPLACE MOVEABLE BARRIER MACHINE TOTAL $462,216.67 JACOBS ENGINEERING GROUP INC REPLACE TRANSFORMERS-PHASE2 P-15-021 $27,548.22 ** SCALFO ELECTRIC, INC. REPLACE TRANSFORMERS-PHASE2 P-15-021 $379,070.57 ** REPLACE TRANSFORMERS-PHASE2 TOTAL $406,618.79 FRANKLIN ELECTRIC CO REPLACE UNDER DECK LIGHTING 25KTHRES $2,920.00 ** REPLACE UNDER DECK LIGHTING TOTAL $2,920.00 HORIZON BLUE CROSS BLUE SHIELD OF N RETIREE MEDICAL INSURANCE D-15-111 $104,866.94 UNITED HEALTHCARE RETIREE MEDICAL INSURANCE D-15-112 $240,153.09 RETIREE MEDICAL INSURANCE TOTAL $345,020.03 PA STATE EMPLOYEES RETIREMENT RETIREMENT FUND NONE $151,972.47 RETIREMENT FUND TOTAL $151,972.47 NEW JERSEY ECONOMIC DEVELOPMENT RIVERFRONT PRISON REMEDIATION D-11-111 $2,292.82 RIVERFRONT PRISON REMEDIATION TOTAL $2,292.82 NATIONAL PAVING CO ROADWAY MATERIALS & SUPPLIES 25KTHRES $134.10 ROADWAY MATERIALS & SUPPLIES TOTAL $134.10 ALENCO FENCE SECURITY FENCE IMPROVE - BFB/BRB/CB 25KTHRES $24,328.55 ** J.J. CUNNINGHAM & SON'S INC. SECURITY FENCE IMPROVE - BFB/BRB/CB 25KTHRES $11,362.72 ** LOWES HOME CENTERS INC SECURITY FENCE IMPROVE - BFB/BRB/CB 25KTHRES $609.45 ** SECURITY FENCE IMPROVE - BFB/BRB/CB TOTAL $36,300.72 AECOM TECHNICAL SERVICES, INC. SIGN GANTRY REHABILITATION D-15-019-51 $63,510.13 ** SIGN GANTRY REHABILITATION TOTAL $63,510.13 QUINTEL MANAGEMENT SOFTWARE LICENSE FEES D-14-072 $155,170.97 SOFTWARE LICENSE FEES TOTAL $155,170.97 ARAMARK/SFS SPECIAL EVENTS 25KTHRES $235.80 SODEXO OPERATIONS LLC SPECIAL EVENTS 25KTHRES $124.44 SPECIAL EVENTS TOTAL $360.24 M.C. FUHRMAN & ASSOC LLC STRATEGIC STUDIES D-16-008 $1,112.76

** Capital Expenditures Page 6 of 9 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 10/01/16 THRU 10/31/16 MEETING DATE 11/16/2016

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

VANTAGEPOINT ASSOCIATES INC STRATEGIC STUDIES D-16-030 $16,575.84 STRATEGIC STUDIES TOTAL $17,688.60 MODJESKI AND MASTERS, INC. STRUCTURAL REHABILITATION-PHASE II D-16-001 $24,567.27 ** STRUCTURAL REHABILITATION-PHASE II TOTAL $24,567.27 HADCO METAL TRADING CO SUPPLIES 25KTHRES $7,532.60 SOUTH JERSEY WELDING SUPPLY CO SUPPLIES 25KTHRES $476.10 UNITED SITE SERVICES NORTHEAST, INC SUPPLIES 25KTHRES $182.00 SUPPLIES TOTAL $8,190.70 TD BANK, N.A. SWAP INTEREST PAYMENTS D-14-116 $1,142,249.99 WELLS FARGO BANK, NA SWAP INTEREST PAYMENTS D- 14-116 $1,417,938.89 SWAP INTEREST PAYMENTS TOTAL $2,560,188.88 LEXISNEXIS TECHNOLOGY EXPENSE D-15-122 $1,159.00 TECHNOLOGY EXPENSE TOTAL $1,159.00 QUINTEL MANAGEMENT TECHNOLOGY SERVICE CONTRACTS D-14-072 $59,902.03 PELCO, INC. C/O SCHNEIDER ELECTRIC TECHNOLOGY SERVICE CONTRACTS D-15-121 $3,511.38 TECHNOLOGY SERVICE CONTRACTS TOTAL $63,413.41 THE ERIC RYAN CORPORATION TELEPHONE & TELECOM EXPENSE D-13-088 $3,898.58 SPRINT TELEPHONE & TELECOM EXPENSE UTILITY $1,563.79 THE CONFERENCE GROUP, LLC TELEPHONE & TELECOM EXPENSE UTILITY $564.99 VERIZON TELEPHONE & TELECOM EXPENSE UTILITY $22,228.97 TELEPHONE & TELECOM EXPENSE TOTAL $28,256.33 ACCOUNTANTS FOR YOU TEMPORARY SERVICES D-16-061 $11,132.14 AJILON PROFESSIONAL STAFFING TEMPORARY SERVICES D-16-061 $5,607.57 PERRY RESOURCES TEMPORARY SERVICES D-16-061 $23,446.16 TEMPORARY SERVICES TOTAL $40,185.87 DUNBAR ARMORED INC TOLL DEPOSIT FEES D-14-093 $36,211.15 TOLL DEPOSIT FEES TOTAL $36,211.15 ONE TIME VENDOR TOLL REFUNDS 25KTHRES $31.00 TOLL REFUNDS TOTAL $31.00 JOSEPH FAZZIO INC. TRACK REHABILIATION ACROSS BFB 25KTHRES $618.90 ** TRACK REHABILIATION ACROSS BFB TOTAL $618.90 STEPHANIE J. WOOLLEY TRAINING COSTS 25KTHRES $49.95 TRAINING COSTS TOTAL $49.95 CAMDEN COUNTY COLLEGE TRAINING REGISTRATION FEES 25KTHRES $8,250.00 FAUSTA DENISE BRITTON TRAINING REGISTRATION FEES 25KTHRES $3,500.00 MARIA J. WING TRAINING REGISTRATION FEES 25KTHRES $299.00 NECI TRAINING REGISTRATION FEES 25KTHRES $1,024.95 POLICE LEGAL SCIENCES INC TRAINING REGISTRATION FEES 25KTHRES $360.00 TRAINING REGISTRATION FEES TOTAL $13,433.95 GERALD FABER TRAINING TRAVEL COSTS 25KTHRES $109.67 STEPHEN M. HOLDEN TRAINING TRAVEL COSTS 25KTHRES $84.24 THOMAS B. MCNELIA TRAINING TRAVEL COSTS 25KTHRES $434.70 TRAINING TRAVEL COSTS TOTAL $628.61 EMANUEL TIRE OF PA, INC. TRASH REMOVAL 25KTHRES $749.35 POLLUTION CONTROL FINANCING TRASH REMOVAL 25KTHRES $4,591.48 WINZINGER, INC. TRASH REMOVAL 25KTHRES $196.00 WASTE MANAGEMENT OF PA INC TRASH REMOVAL D-15-067 $4,804.22 REPUBLIC SERVICES TRASH REMOVAL D-16-081 $1,292.12 TRASH REMOVAL TOTAL $11,633.17 AISHA I. TOLEDO TRAVEL EXPENSES 25KTHRES $45.90 AMERICAN AIRLINES INC TRAVEL EXPENSES 25KTHRES $9.00 ANNETTE MELENDEZ-FREEMAN TRAVEL EXPENSES 25KTHRES $6.48 ANWAR N. SABREE TRAVEL EXPENSES 25KTHRES $6.78 ARTHUR B. MCLEAN TRAVEL EXPENSES 25KTHRES $6.48 BARBARA HOLCOMB TRAVEL EXPENSES 25KTHRES $39.56 CHARLES F. MAZZONE TRAVEL EXPENSES 25KTHRES $3.24 CHARLES M. THORP TRAVEL EXPENSES 25KTHRES $32.40 CURTIS H. JACKSON TRAVEL EXPENSES 25KTHRES $11.88

** Capital Expenditures Page 7 of 9 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 10/01/16 THRU 10/31/16 MEETING DATE 11/16/2016

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

DANIELLE WOODARD TRAVEL EXPENSES 25KTHRES $4.86 DARYL A. JENIFER TRAVEL EXPENSES 25KTHRES $15.12 DAWN L. WALLACE TRAVEL EXPENSES 25KTHRES $3.24 DONALD L. TATHAM TRAVEL EXPENSES 25KTHRES $15.12 ERIN M. WATTERSON TRAVEL EXPENSES 25KTHRES $17.10 FRANKLIN D. WASHINGTON TRAVEL EXPENSES 25KTHRES $8.10 JAMES C. CAMPBELL TRAVEL EXPENSES 25KTHRES $3.24 JAMES M. WHITE TRAVEL EXPENSES 25KTHRES $15.12 JANEL M. AIELLO TRAVEL EXPENSES 25KTHRES $3.39 JANET D. ROMANI TRAVEL EXPENSES 25KTHRES $23.76 JENNIFER A. WOMACK TRAVEL EXPENSES 25KTHRES $11.88 JESSE G. GRAZIANI TRAVEL EXPENSES 25KTHRES $177.12 KEVAN D. RAHAMAN TRAVEL EXPENSES 25KTHRES $12.21 LENNART N. RUSTAM TRAVEL EXPENSES 25KTHRES $72.22 MECCA M. MUSE TRAVEL EXPENSES 25KTHRES $10.80 MONICA N. GIBBS TRAVEL EXPENSES 25KTHRES $70.00 NIASHA N. JORDAN TRAVEL EXPENSES 25KTHRES $11.88 PATRICIA A. GRIFFEY TRAVEL EXPENSES 25KTHRES $51.30 RONALD M. KELLY TRAVEL EXPENSES 25KTHRES $91.72 SELINA C. THOMPKINS TRAVEL EXPENSES 25KTHRES $15.12 TAMIKA E. ESPINO TRAVEL EXPENSES 25KTHRES $15.00 TINA M. THOMSON TRAVEL EXPENSES 25KTHRES $32.40 TONI CORSEY TRAVEL EXPENSES 25KTHRES $4.86 WILLIAM D. EDWARDS TRAVEL EXPENSES 25KTHRES $30.70 TRAVEL EXPENSES TOTAL $877.98 ACME UNIFORM FOR INDUSTRY UNIFORM EXPENSE 25KTHRES $604.65 KEYPORT ARMY NAVY UNIFORM EXPENSE 25KTHRES $2,856.70 KEYSTONE UNIFORM CAP INC UNIFORM EXPENSE 25KTHRES $512.50 PNC UNIFORM EXPENSE 25KTHRES $7,912.22 UNIFORM EXPENSE TOTAL $11,886.07 PARSONS BRINCKERHOFF UNION AVENUE AND ROUTE 130 OVERPASSES D-15-019-51 $20,903.53 ** UNION AVENUE AND ROUTE 130 OVERPASSES TOTAL $20,903.53 EMPLOYEE PASS THROUGH PAYMENTS UNION DUES, EMPLOYEE CONTRIBUTIONS, ETC. NONE $198,918.55 UNION DUES, EMPLOYEE CONTRIBUTIONS, ETC. TOTAL $198,918.55 STV INCORPORATED UPGRADE CENTER TWR SCADA SOFTWARE D-11-094-43 $535.24 ** UPGRADE CENTER TWR SCADA SOFTWARE TOTAL $535.24 EPLUS TECHNOLOGY, INC. UPGRADE DRPA NETWORK CORE ENVIRONMENT D-16-040 $26,434.83 ** UPGRADE DRPA NETWORK CORE ENVIRONMENT TOTAL $26,434.83 SCHNEIDER ELECTRIC BUILDINGS AMERIC UPGRADE OF NETWORK VIDEO MANAGEMENT D-16-039 $197,207.84 ** UPGRADE OF NETWORK VIDEO MANAGEMENT TOTAL $197,207.84 UNITED ELECTRIC UPGRADE WWB CENTRAL STOREROOM LIGHTING 25KTHRES $4,308.75 ** UPGRADE WWB CENTRAL STOREROOM LIGHTING TOTAL $4,308.75 CERTIFIED SPEEDOMETER SERVICE VEHICLE PARTS FOR REPAIRS 25KTHRES $704.00 MULTIFACET, INC. VEHICLE PARTS FOR REPAIRS 25KTHRES $2,206.86 GENUINE PARTS COMPANY VEHICLE PARTS FOR REPAIRS D-16-034 $5,744.55 NAPA AUTO PARTS VEHICLE PARTS FOR REPAIRS D-16-034 $3,045.69 VEHICLE PARTS FOR REPAIRS TOTAL $11,701.10 WHITMOYER FORD INC VEHICLES D-15-152 $48,140.00 ** MCCAFFERTY FORD VEHICLES D-16-027 $70,221.00 ** VEHICLES TOTAL $118,361.00 PENNONI ASSOCIATES INC. VICTOR LOFT REMEDIATION D-13-082 $32,549.85 VICTOR LOFT REMEDIATION TOTAL $32,549.85 CARAHSOFT TECHNOLOGY CORPORATION WAN EQUIPMENT D-15-088 $213,579.06 ** WAN EQUIPMENT TOTAL $213,579.06 NESTLE WATERS NORTH AMERICA WATER & SEWER EXPENSE D-15-026 $3,002.54 CAMDEN COUNTY MUA WATER & SEWER EXPENSE UTILITY $3,256.00 CITY OF PHILA WATER & SEWER EXPENSE UTILITY $2,217.82 MERCHANTVILLE-PENNSAUKEN WATER WATER & SEWER EXPENSE UTILITY $3,983.50

** Capital Expenditures Page 8 of 9 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 10/01/16 THRU 10/31/16 MEETING DATE 11/16/2016

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

NEW JERSEY AMERICAN WATER WATER & SEWER EXPENSE UTILITY $963.20 PENNSAUKEN SEWERAGE AUTHORITY WATER & SEWER EXPENSE UTILITY $391.04 WATER & SEWER EXPENSE TOTAL $13,814.10 LAUREL LAWNMOWER SERVICE WHEEL LOADER 25KTHRES $7,200.00 ** WHEEL LOADER TOTAL $7,200.00 QUAL-LYNX WORKMEN'S COMPENSATION D-12-098 $110,489.57 WORKMEN'S COMPENSATION TOTAL $110,489.57 UNITED ELECTRIC WWB TOLL PLAZA REHABILITATION 25KTHRES $2,605.25 ** SOUTH STATE, INC. WWB TOLL PLAZA REHABILITATION D-15-082 $251,932.44 ** MASER CONSULTING, P.A. WWB TOLL PLAZA REHABILITATION D-15-083 $156,537.28 ** WWB TOLL PLAZA REHABILITATION TOTAL $411,074.97

$34,958,327.06

** Capital Expenditures Page 9 of 9

DRPA MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDERS & CONTRACTS

DRPA MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS - OCTOBER 2016

Purchasing Document Item Resolution Document Date Vendor Name Material Group Desc. Net Order Value D=DRPA 4500001504 1 25KTHRES 10/5/2016100968 LAWMENSUPPLYCOOFNEWJERSEYINC POLICEEQPANDSUPP $880.00 4500001504 2 25KTHRES 10/5/2016100968 LAWMENSUPPLYCOOFNEWJERSEYINC POLICEEQPANDSUPP $69.00 4500001504 3 25KTHRES 10/5/2016100968 LAWMENSUPPLYCOOFNEWJERSEYINC POLICEEQPANDSUPP $150.00 4500001504 4 25KTHRES 10/5/2016100968 LAWMENSUPPLYCOOFNEWJERSEYINC POLICEEQPANDSUPP $30.00 4500001504 5 25KTHRES 10/5/2016100968 LAWMENSUPPLYCOOFNEWJERSEYINC POLICEEQPANDSUPP $94.50 4500001504 6 25KTHRES 10/5/2016100968 LAWMENSUPPLYCOOFNEWJERSEYINC POLICEEQPANDSUPP $49.00 4500001504 7 25KTHRES 10/5/2016100968 LAWMENSUPPLYCOOFNEWJERSEYINC POLICEEQPANDSUPP $42.00 4500001504 8 25KTHRES 10/5/2016100968 LAWMENSUPPLYCOOFNEWJERSEYINC POLICEEQPANDSUPP $250.00 4500001504 $1,564.50 4500002146 1 25KTHRES 10/4/2016101459 FEDERALRENTAFENCE,INC. FENCING $637.00 4500002146 2 25KTHRES 10/4/2016101459 FEDERALRENTAFENCE,INC. FENCING $104.00 4500002146 3 25KTHRES 10/4/2016101459 FEDERALRENTAFENCE,INC. FENCING $418.60 4500002146 4 25KTHRES 10/4/2016101459 FEDERALRENTAFENCE,INC. FENCING $48.77 4500002146 5 25KTHRES 10/4/2016101459 FEDERALRENTAFENCE,INC. FENCING $2,775.50 4500002146 6 25KTHRES 10/4/2016101459 FEDERALRENTAFENCE,INC. FENCING $488.00 4500002146 7 25KTHRES 10/4/2016101459 FEDERALRENTAFENCE,INC. FENCING $1,823.90 4500002146 8 25KTHRES 10/4/2016101459 FEDERALRENTAFENCE,INC. FENCING $75.00 4500002146 $6,370.77 4500002276 1 25KTHRES 10/31/2016101518 A-1UNIFORMCITYINC. CLOTHINGUNIFORM $150.00 4500002276 2 25KTHRES 10/31/2016101518 A-1UNIFORMCITYINC. CLOTHINGUNIFORM $69.00 4500002276 3 25KTHRES 10/31/2016101518 A-1UNIFORMCITYINC. CLOTHINGUNIFORM $34.00 4500002276 4 25KTHRES 10/31/2016101518 A-1UNIFORMCITYINC. SHOESANDBOOTS $85.00 4500002276 5 25KTHRES 10/31/2016101518 A-1UNIFORMCITYINC. CLOTHINGUNIFORM $40.00 4500002276 6 25KTHRES 10/31/2016101518 A-1UNIFORMCITYINC. CLOTHINGUNIFORM $32.00 4500002276 7 25KTHRES 10/31/2016101518 A-1UNIFORMCITYINC. CLOTHINGUNIFORM $104.00 4500002276 8 25KTHRES 10/31/2016101518 A-1UNIFORMCITYINC. CLOTHINGUNIFORM $69.00 4500002276 9 25KTHRES 10/31/2016101518 A-1UNIFORMCITYINC. CLOTHINGUNIFORM $16.00 4500002276 10 25KTHRES 10/31/2016101518 A-1UNIFORMCITYINC. CLOTHINGUNIFORM $20.00 4500002276 11 25KTHRES 10/31/2016101518 A-1UNIFORMCITYINC. SHOESANDBOOTS $85.00 4500002276 12 25KTHRES 10/31/2016101518 A-1UNIFORMCITYINC. CLOTHINGUNIFORM $50.00 4500002276 13 25KTHRES 10/31/2016101518 A-1UNIFORMCITYINC. CLOTHINGUNIFORM $63.00 4500002276 14 25KTHRES 10/31/2016101518 A-1UNIFORMCITYINC. CLOTHINGUNIFORM $44.00 4500002276 15 25KTHRES 10/31/2016101518 A-1UNIFORMCITYINC. CLOTHINGUNIFORM $50.00 4500002276 16 25KTHRES 10/31/2016101518 A-1UNIFORMCITYINC. CLOTHINGUNIFORM $72.00 4500002276 17 25KTHRES 10/31/2016101518 A-1UNIFORMCITYINC. CLOTHINGUNIFORM $18.00 4500002276 $1,001.00 4500002405 1 25KTHRES 10/28/2016101686 WINROC-SPI MAINT/REPAIR-BLDG $1,046.40 4500002405 2 25KTHRES 10/28/2016101686 WINROC-SPI MAINT/REPAIR-BLDG $249.60 4500002405 3 25KTHRES 10/28/2016101686 WINROC-SPI MAINT/REPAIR-BLDG $466.56 4500002405 4 25KTHRES 10/28/2016101686 WINROC-SPI MAINT/REPAIR-BLDG $233.28 4500002405 5 25KTHRES 10/28/2016101686 WINROC-SPI MAINT/REPAIR-BLDG $73.44 4500002405 6 25KTHRES 10/28/2016101686 WINROC-SPI MAINT/REPAIR-BLDG $60.00 4500002405 7 25KTHRES 10/28/2016101686 WINROC-SPI MAINT/REPAIR-BLDG $195.00 4500002405 8 25KTHRES 10/28/2016101686 WINROC-SPI MAINT/REPAIR-BLDG $32.30 4500002405 9 25KTHRES 10/28/2016101686 WINROC-SPI MAINT/REPAIR-BLDG $212.48 4500002405 10 25KTHRES 10/28/2016101686 WINROC-SPI MAINT/REPAIR-BLDG $10.00 4500002405 11 25KTHRES 10/28/2016101686 WINROC-SPI MAINT/REPAIR-BLDG $85.00 4500002405 12 25KTHRES 10/28/2016101686 WINROC-SPI MAINT/REPAIR-BLDG $116.72 4500002405 13 25KTHRES 10/28/2016101686 WINROC-SPI MAINT/REPAIR-BLDG $16.00 4500002405 14 25KTHRES 10/28/2016101686 WINROC-SPI MAINT/REPAIR-BLDG $52.00 4500002405 15 25KTHRES 10/28/2016101686 WINROC-SPI MAINT/REPAIR-BLDG $144.00 4500002405 16 25KTHRES 10/28/2016101686 WINROC-SPI MAINT/REPAIR-BLDG $22.65 4500002405 17 25KTHRES 10/28/2016101686 WINROC-SPI MAINT/REPAIR-BLDG $105.00 4500002405 18 25KTHRES 10/28/2016101686 WINROC-SPI BUILDER'SSUPPLIES $573.76 4500002405 19 25KTHRES 10/28/2016101686 WINROC-SPI BUILDER'SSUPPLIES $93.00 4500002405 20 25KTHRES 10/28/2016101686 WINROC-SPI BUILDER'SSUPPLIES $11.58 4500002405 21 25KTHRES 10/28/2016101686 WINROC-SPI BUILDER'SSUPPLIES $106.70 4500002405 22 25KTHRES 10/28/2016101686 WINROC-SPI BUILDER'SSUPPLIES $28.50 4500002405 $3,933.97 4500002682 1 25KTHRES 10/3/2016101672 KERSHNEROFFICEFURNITURE,INC FURNITURE $518.00 4500002682 2 25KTHRES 10/3/2016 101672 KERSHNER OFFICE FURNITURE, INC FURNITURE $35.00 4500002682 3 25KTHRES 10/3/2016101672 KERSHNEROFFICEFURNITURE,INC FURNITURE $150.00 4500002682 $703.00 4500002684 1 25KTHRES 10/3/2016100288 MBIGROUP,INC. MAINT/REPAIR-POWEQP $3,992.00 4500002684 $3,992.00 4500002688 1 25KTHRES 10/3/2016100288 MBIGROUP,INC. PWRTRANSMISSIONEQP $4,852.00 4500002688 $4,852.00 4500002692 1 25KTHRES 10/3/2016101771 FLUKEELECTRONICSCORP COMPACCESS./SUPP. $156.00 4500002692 $156.00 4500002707 1 25KTHRES 10/5/2016101774 RITTERCARPETS FLOORCOV&INSTALL $194.40 4500002707 2 25KTHRES 10/5/2016101774 RITTERCARPETS FLOORCOV&INSTALL $1,684.80 4500002707 3 25KTHRES 10/5/2016101774 RITTERCARPETS FLOORCOV&INSTALL $172.80 4500002707 4 25KTHRES 10/5/2016101774 RITTERCARPETS FLOORCOV&INSTALL $1,497.60 4500002707 5 25KTHRES 10/5/2016101774 RITTERCARPETS FLOORCOV&INSTALL $104.00 4500002707 6 25KTHRES 10/5/2016101774 RITTERCARPETS FLOORCOV&INSTALL $129.60 4500002707 7 25KTHRES 10/5/2016101774 RITTERCARPETS FLOORCOV&INSTALL $1,123.20 4500002707 8 25KTHRES 10/5/2016101774 RITTERCARPETS FLOORCOV&INSTALL $136.00 4500002707 9 25KTHRES 10/5/2016101774 RITTERCARPETS FLOORCOV&INSTALL $36.00 4500002707 $5,078.40 4500002715 1 25KTHRES 10/6/2016100288 MBIGROUP,INC. MAINT/REPAIR-POWEQP $3,915.00 4500002715 2 25KTHRES 10/6/2016100288 MBIGROUP,INC. MAINT/REPAIR-POWEQP $3,830.00 4500002715 3 25KTHRES 10/6/2016100288 MBIGROUP,INC. PWRTRANSMISSIONEQP $3,612.00 4500002715 $11,357.00 4500002716 1 25KTHRES 10/6/2016101776 SUNBELTRENTALS,INC. MAINT/REPAIR-PLUMB. $1,500.00 4500002716 2 25KTHRES 10/6/2016101776 SUNBELTRENTALS,INC. MAINT/REPAIR-PLUMB. $2,350.00 4500002716 3 25KTHRES 10/6/2016101776 SUNBELTRENTALS,INC. MAINT/REPAIR-PLUMB. $22.50 4500002716 4 25KTHRES 10/6/2016101776 SUNBELTRENTALS,INC. MAINT/REPAIR-PLUMB. $53.90 4500002716 5 25KTHRES 10/6/2016101776 SUNBELTRENTALS,INC. MAINT/REPAIR-PLUMB. $125.00 4500002716 6 25KTHRES 10/6/2016101776 SUNBELTRENTALS,INC. MAINT/REPAIR-PLUMB. $125.00 4500002716 $4,176.40 4500002729 1 25KTHRES 10/7/2016100837 DELLMARKETINGL.P. COMPACCESS./SUPP. $16,987.76 DRPA MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS - OCTOBER 2016

4500002729 2 25KTHRES 10/7/2016100837 DELLMARKETINGL.P. COMPACCESS./SUPP. $1,229.88 4500002729 $18,217.64 4500002731 1 25KTHRES 10/11/2016100646 GRAINGER HANDTOOLS $30.00 4500002731 2 25KTHRES 10/11/2016100646 GRAINGER HANDTOOLS $30.92 4500002731 3 25KTHRES 10/11/2016100646 GRAINGER HANDTOOLS $16.94 4500002731 4 25KTHRES 10/11/2016100646 GRAINGER HANDTOOLS $11.78 4500002731 5 25KTHRES 10/11/2016100646 GRAINGER HANDTOOLS $16.73 4500002731 6 25KTHRES 10/11/2016100646 GRAINGER HANDTOOLS $28.84 4500002731 7 25KTHRES 10/11/2016100646 GRAINGER HANDTOOLS $36.22 4500002731 8 25KTHRES 10/11/2016100646 GRAINGER HANDTOOLS $316.80 4500002731 9 25KTHRES 10/11/2016100646 GRAINGER HANDTOOLS $962.25 4500002731 10 25KTHRES 10/11/2016100646 GRAINGER HANDTOOLS $41.98 4500002731 11 25KTHRES 10/11/2016100646 GRAINGER HANDTOOLS $62.97 4500002731 12 25KTHRES 10/11/2016100646 GRAINGER HANDTOOLS $39.43 4500002731 13 25KTHRES 10/11/2016100646 GRAINGER HANDTOOLS $113.24 4500002731 14 25KTHRES 10/11/2016100646 GRAINGER HANDTOOLS $35.80 4500002731 15 25KTHRES 10/11/2016100646 GRAINGER HANDTOOLS $52.40 4500002731 16 25KTHRES 10/11/2016100646 GRAINGER HANDTOOLS $33.33 4500002731 17 25KTHRES 10/11/2016100646 GRAINGER HANDTOOLS $22.70 4500002731 18 25KTHRES 10/11/2016100646 GRAINGER HANDTOOLS $202.05 4500002731 19 25KTHRES 10/11/2016100646 GRAINGER HANDTOOLS $82.23 4500002731 20 25KTHRES 10/11/2016100646 GRAINGER HANDTOOLS $35.50 4500002731 21 25KTHRES 10/11/2016100646 GRAINGER HANDTOOLS $85.44 4500002731 22 25KTHRES 10/11/2016100646 GRAINGER HANDTOOLS $26.88 4500002731 23 25KTHRES 10/11/2016100646 GRAINGER HANDTOOLS $730.30 4500002731 24 25KTHRES 10/11/2016100646 GRAINGER HANDTOOLS $7.39 4500002731 25 25KTHRES 10/11/2016100646 GRAINGER HANDTOOLS $65.26 4500002731 26 25KTHRES 10/11/2016100646 GRAINGER HANDTOOLS $12.41 4500002731 27 25KTHRES 10/11/2016100646 GRAINGER HANDTOOLS $14.66 4500002731 $3,114.45 4500002732 1 25KTHRES 10/11/2016100143 E.J.WARD,INC. COMPACCESS./SUPP. $1,803.00 4500002732 2 25KTHRES 10/11/2016100143 E.J.WARD,INC. COMPACCESS./SUPP. $5,688.00 4500002732 $7,491.00 4500002779 1 25KTHRES 10/19/2016101784 FRANCENVIROMENTALINC RENT/LEASE-HVYEQP $1,020.00 4500002779 2 25KTHRES 10/19/2016101784 FRANCENVIROMENTALINC RENT/LEASE-HVYEQP $2,760.00 4500002779 3 25KTHRES 10/19/2016101784 FRANCENVIROMENTALINC RENT/LEASE-HVYEQP $600.00 4500002779 $4,380.00 4500002788 1 25KTHRES 10/17/2016100318 NEWPIGCORP MATHANDLING&STORG $1,763.29 4500002788 2 25KTHRES 10/17/2016100318 NEWPIGCORP FLOORCOV&INSTALL $460.62 4500002788 3 25KTHRES 10/17/2016100318 NEWPIGCORP FLOORCOV&INSTALL $619.40 4500002788 $2,843.31 4500002789 1 25KTHRES 10/17/2016100530 SHIINTERNATIONALCORP COMPACCESS./SUPP. $2,045.20 4500002789 $2,045.20 4500002792 1 25KTHRES 10/18/2016100972 LINDSAYTRANSPORTATIONSOLUTIONS AUTO/RELATEDTRANSPO $1,101.62 4500002792 2 25KTHRES 10/18/2016100972 LINDSAYTRANSPORTATIONSOLUTIONS AUTO/RELATEDTRANSPO $1,220.19 4500002792 3 25KTHRES 10/18/2016100972 LINDSAYTRANSPORTATIONSOLUTIONS AUTO/RELATEDTRANSPO $400.87 4500002792 4 25KTHRES 10/18/2016100972 LINDSAYTRANSPORTATIONSOLUTIONS AUTO/RELATEDTRANSPO $292.68 4500002792 $3,015.36 4500002796 1 25KTHRES 10/18/2016101122 SAMZIE'SUNIFORMS CLOTHINGUNIFORM $514.00 4500002796 2 25KTHRES 10/18/2016101122 SAMZIE'SUNIFORMS CLOTHINGUNIFORM $308.00 4500002796 3 25KTHRES 10/18/2016101122 SAMZIE'SUNIFORMS CLOTHINGUNIFORM $334.00 4500002796 $1,156.00 4500002797 1 25KTHRES 10/18/2016100512 WHARTONHARDWARE&SUPPLY MAINT/REPAIR-PLUMB. $550.00 4500002797 2 25KTHRES 10/18/2016100512 WHARTONHARDWARE&SUPPLY MAINT/REPAIR-PLUMB. $290.00 4500002797 3 25KTHRES 10/18/2016100512 WHARTONHARDWARE&SUPPLY MAINT/REPAIR-PLUMB. $135.00 4500002797 4 25KTHRES 10/18/2016100512 WHARTONHARDWARE&SUPPLY MAINT/REPAIR-PLUMB. $474.72 4500002797 5 25KTHRES 10/18/2016100512 WHARTONHARDWARE&SUPPLY MAINT/REPAIR-PLUMB. $14.64 4500002797 $1,464.36 4500002798 1 25KTHRES 10/18/2016100408 SABER&SONSSUPPLYCO.,INC MAINT/REPAIR-PLUMB. $124.50 4500002798 2 25KTHRES 10/18/2016100408 SABER&SONSSUPPLYCO.,INC MAINT/REPAIR-PLUMB. $85.34 4500002798 3 25KTHRES 10/18/2016100408 SABER&SONSSUPPLYCO.,INC MAINT/REPAIR-PLUMB. $116.63 4500002798 4 25KTHRES 10/18/2016100408 SABER&SONSSUPPLYCO.,INC MAINT/REPAIR-PLUMB. $54.18 4500002798 5 25KTHRES 10/18/2016100408 SABER&SONSSUPPLYCO.,INC MAINT/REPAIR-PLUMB. $21.52 4500002798 6 25KTHRES 10/18/2016100408 SABER&SONSSUPPLYCO.,INC MAINT/REPAIR-PLUMB. $32.75 4500002798 7 25KTHRES 10/18/2016100408 SABER&SONSSUPPLYCO.,INC MAINT/REPAIR-PLUMB. $30.55 4500002798 8 25KTHRES 10/18/2016100408 SABER&SONSSUPPLYCO.,INC MAINT/REPAIR-PLUMB. $18.00 4500002798 9 25KTHRES 10/18/2016100408 SABER&SONSSUPPLYCO.,INC MAINT/REPAIR-PLUMB. $1.66 4500002798 10 25KTHRES 10/18/2016100408 SABER&SONSSUPPLYCO.,INC MAINT/REPAIR-PLUMB. $12.69 4500002798 11 25KTHRES 10/18/2016100408 SABER&SONSSUPPLYCO.,INC MAINT/REPAIR-PLUMB. $11.66 4500002798 12 25KTHRES 10/18/2016100408 SABER&SONSSUPPLYCO.,INC MAINT/REPAIR-PLUMB. $5.33 4500002798 $514.81 4500002803 1 25KTHRES 10/19/2016101794 KEYSUPPLYINC. MAINT/REPAIR-PLUMB. $139.69 4500002803 2 25KTHRES 10/19/2016101794 KEYSUPPLYINC. MAINT/REPAIR-PLUMB. $82.30 4500002803 3 25KTHRES 10/19/2016101794 KEYSUPPLYINC. MAINT/REPAIR-PLUMB. $239.75 4500002803 $461.74 4500002807 1 25KTHRES 10/20/2016100380 REPIERSONMATERIALSCORP MAINT/REPAIR-PLUMB. $510.00 4500002807 2 25KTHRES 10/20/2016100380 REPIERSONMATERIALSCORP MAINT/REPAIR-PLUMB. $1,020.00 4500002807 $1,530.00 4500002815 1 25KTHRES 10/21/2016101799 INTEGRITYCUSTOMCOLLISIONLLC AUTOMAINT/RPRPRTS $153.70 4500002815 2 25KTHRES 10/21/2016101799 INTEGRITYCUSTOMCOLLISIONLLC AUTOMAINT/RPRPRTS $203.50 4500002815 3 25KTHRES 10/21/2016101799 INTEGRITYCUSTOMCOLLISIONLLC AUTOMAINT/RPRPRTS $14.08 4500002815 4 25KTHRES 10/21/2016101799 INTEGRITYCUSTOMCOLLISIONLLC AUTOMAINT/RPRPRTS $550.00 4500002815 5 25KTHRES 10/21/2016101799 INTEGRITYCUSTOMCOLLISIONLLC AUTOMAINT/RPRPRTS $1,055.57 4500002815 6 25KTHRES 10/21/2016101799 INTEGRITYCUSTOMCOLLISIONLLC AUTOMAINT/RPRPRTS $49.99 4500002815 7 25KTHRES 10/21/2016101799 INTEGRITYCUSTOMCOLLISIONLLC AUTOMAINT/RPRPRTS $86.25 4500002815 8 25KTHRES 10/21/2016101799 INTEGRITYCUSTOMCOLLISIONLLC AUTOMAINT/RPRPRTS $15.43 4500002815 9 25KTHRES 10/21/2016101799 INTEGRITYCUSTOMCOLLISIONLLC AUTOMAINT/RPRPRTS $360.14 4500002815 10 25KTHRES 10/21/2016101799 INTEGRITYCUSTOMCOLLISIONLLC AUTOMAINT/RPRPRTS $196.49 4500002815 11 25KTHRES 10/21/2016101799 INTEGRITYCUSTOMCOLLISIONLLC AUTOMAINT/RPRPRTS $59.25 4500002815 12 25KTHRES 10/21/2016101799 INTEGRITYCUSTOMCOLLISIONLLC AUTOMAINT/RPRPRTS $325.00 4500002815 13 25KTHRES 10/21/2016101799 INTEGRITYCUSTOMCOLLISIONLLC AUTOMAINT/RPRPRTS $575.00 4500002815 14 25KTHRES 10/21/2016101799 INTEGRITYCUSTOMCOLLISIONLLC AUTOMAINT/RPRPRTS $9.00 4500002815 15 25KTHRES 10/21/2016101799 INTEGRITYCUSTOMCOLLISIONLLC AUTOMAINT/RPRPRTS $15.00 DRPA MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS - OCTOBER 2016

4500002815 16 25KTHRES 10/21/2016101799 INTEGRITYCUSTOMCOLLISIONLLC AUTOMAINT/RPRPRTS $7.00 4500002815 17 25KTHRES 10/21/2016101799 INTEGRITYCUSTOMCOLLISIONLLC AUTOMAINT/RPRPRTS $3.00 4500002815 18 25KTHRES 10/21/2016101799 INTEGRITYCUSTOMCOLLISIONLLC AUTOMAINT/RPRPRTS $267.00 4500002815 19 25KTHRES 10/21/2016101799 INTEGRITYCUSTOMCOLLISIONLLC AUTOMAINT/RPRPRTS $20.00 4500002815 20 25KTHRES 10/21/2016101799 INTEGRITYCUSTOMCOLLISIONLLC AUTOMAINT/RPRPRTS $402.00 4500002815 21 25KTHRES 10/21/2016101799 INTEGRITYCUSTOMCOLLISIONLLC AUTOMAINT/RPRPRTS $1,867.20 4500002815 22 25KTHRES 10/21/2016101799 INTEGRITYCUSTOMCOLLISIONLLC AUTOMAINT/RPRPRTS $475.20 4500002815 23 25KTHRES 10/21/2016101799 INTEGRITYCUSTOMCOLLISIONLLC AUTOMAINT/RPRPRTS $96.00 4500002815 24 25KTHRES 10/21/2016101799 INTEGRITYCUSTOMCOLLISIONLLC AUTOMAINT/RPRPRTS $643.20 4500002815 $7,449.00 4500002818 1 25KTHRES 10/21/2016100620 BILLOWSELECSUPPLYCOINC MAINT/REPAIR-ELECT. $582.00 4500002818 2 25KTHRES 10/21/2016100620 BILLOWSELECSUPPLYCOINC MAINT/REPAIR-ELECT. $880.65 4500002818 3 25KTHRES 10/21/2016100620 BILLOWSELECSUPPLYCOINC MAINT/REPAIR-ELECT. $5,822.78 4500002818 4 25KTHRES 10/21/2016100620 BILLOWSELECSUPPLYCOINC MAINT/REPAIR-ELECT. $60.65 4500002818 5 25KTHRES 10/21/2016100620 BILLOWSELECSUPPLYCOINC MAINT/REPAIR-ELECT. $1,649.20 4500002818 6 25KTHRES 10/21/2016100620 BILLOWSELECSUPPLYCOINC MAINT/REPAIR-ELECT. $45.23 4500002818 7 25KTHRES 10/21/2016100620 BILLOWSELECSUPPLYCOINC MAINT/REPAIR-ELECT. $18.83 4500002818 $9,059.34 4500002829 1 25KTHRES 10/24/2016100530 SHIINTERNATIONALCORP DATAPROCSRVS&SW $1,301.06 4500002829 $1,301.06 4500002853 1 25KTHRES 10/25/2016100169 EPLUSTECHNOLOGY,INC. COMPHW/PERIPH-MICRO $9,964.00 4500002853 2 25KTHRES 10/25/2016100169 EPLUSTECHNOLOGY,INC. COMPHW/PERIPH-MICRO $970.88 4500002853 3 25KTHRES 10/25/2016100169 EPLUSTECHNOLOGY,INC. COMPHW/PERIPH-MICRO $1,344.00 4500002853 4 25KTHRES 10/25/2016100169 EPLUSTECHNOLOGY,INC. COMPHW/PERIPH-MICRO $1,848.00 4500002853 5 25KTHRES 10/25/2016100169 EPLUSTECHNOLOGY,INC. COMPHW/PERIPH-MICRO $132.00 4500002853 6 25KTHRES 10/25/2016100169 EPLUSTECHNOLOGY,INC. COMPHW/PERIPH-MICRO $1,400.00 4500002853 $15,658.88 4500002872 1 25KTHRES 10/27/2016100169 EPLUSTECHNOLOGY,INC. DATAPROCSRVS&SW $4,740.00 4500002872 $4,740.00 4500002880 1 25KTHRES 10/31/2016101476 UNITEDELECTRIC MAINT/REPAIR-ELECT. $850.00 4500002880 2 25KTHRES 10/31/2016101476 UNITEDELECTRIC MAINT/REPAIR-ELECT. $562.50 4500002880 3 25KTHRES 10/31/2016101476 UNITEDELECTRIC MAINT/REPAIR-ELECT. $54.92 4500002880 4 25KTHRES 10/31/2016101476 UNITEDELECTRIC MAINT/REPAIR-ELECT. $1,270.56 4500002880 5 25KTHRES 10/31/2016101476 UNITEDELECTRIC MAINT/REPAIR-ELECT. $125.00 4500002880 $2,862.98

OPERATIONS & MAINTENANCE

1 DELAWARE RIVER PORT AUTHORITY

2 Operations and Maintenance Committee Meeting

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

5 Tuesday, November 1, 2016

6 Committee Members:

7 Ryan Boyer, Chairman of the DRPA and PATCO Boards Albert Frattali, Chairman, O&M Committee 8 Marian Moskowitz, Vice Chair, O&M Committee E. Frank DiAntonio 9 Richard Sweeney Charles Fentress 10 Joseph Martz (via telephone) Antonio Fiol-Silva (via telephone) 11 Kathryn Joyce (for Pennsylvania Timothy Treasurer Reese; via telephone) 12 Others Present: 13 Mary Maples, Associate Counsel, New Jersey 14 Governor's Authorities Unit (via telephone) David Dix, Assistant to Chairman Boyer (via telephone) 15 DRPA/PATCO Staff: 16 John Hanson, Chief Executive Officer/President 17 Maria Wing, Deputy Chief Executive Officer Raymond Santarelli, General Counsel and Corporate 18 Secretary Stephen Holden, Deputy General Counsel 19 Toni Brown, Chief Administrative Officer Gerald Faber, Assistant General Counsel 20 Kathleen Vandy, Assistant General Counsel Richard Mosback, Assistant General Counsel 21 Katherine Hilinski, Records Manager Dan Auletto, Acting Chief Operations Officer 22 Michael Venuto, Chief Engineer Lennart Rustam, II, Engineering Program Manager

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

1 DRPA/PATCO Staff: (Continued)

2 Valerie Bradford, Bridge Director, Ben Franklin and Betsy Ross Bridges 3 David Aubrey, Manager, Internal Audit Christina Maroney, Director, Strategic Initiatives 4 Larry Walton, Bridge Director, Walt Whitman and Commodore Barry Bridges 5 John Rink, General Manager, PATCO John Lotierzo, Director of Finance 6 Rohan Hepkins, Assistant General Manager, PATCO Amy Ash, Manager, Contract Administration 7 Phil Spinelli, Project Manager, PATCO James White, Chief Financial Officer 8 Steve Reiner, Director, Fleet Management William Shanahan, Director, Government Relations 9 John Viniski, Manager, Engineering Planning & Design Elizabeth Saylor, Administrative Coordinator 10 Others: 11 Perry Kutz, EPA 12 Russ Rousseau, EPA

13

14

15

16

17

18

19

20

21

22

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

1 INDEX

2 Page

3 Roll Call 5

4 Executive Session 6

5 Contract No. 11-G, PATCO SCADA-CTC Office System Upgrade 7 6 Contract No. PATCO-56-2016 - PATCO Birch Street 7 Substation Ceiling and Wall Repairs 8

8 In-Kind Support of 2017 Community Initiatives 10

9 Promotion of PATCO to Students in 2017 11 10 Industry, Historical and Technical Societies and Schools Touring PATCO Facilities in 2017 11 11 PATCO Cares Program in 2017 11 12 PATCO Marketing thru Promotional Efforts with 13 Local Organizations, Venues and Sport Franchises in 2017 13 14 Passenger Information & Messaging System – 15 Phase 3 13

16 Extension of Consent to Access Agreement with Environmental Protection Agency - Welsbach 17 Superfund Site 16

18 OPC Café 18

19 General Discussion

20 AON Risk Solutions - Loss Control & Safety Services 19 21 Change Orders 22 Contract No. WW-23-2015 - Walt Whitman

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

1 INDEX (Continued)

2

3 Bridge Toll Plaza, Substructure and Paving Rehabilitation 21 4 Contract No. CB-30-2015 - Commodore Barry 5 Bridge New Jersey Approach Repaving 25

6 5th Street Philadelphia Tunnel Rehabilitation 27 7 2017 Capital Budget 28 8 Adjournment 43 9

10

11

12

13

14

15

16

17

18

19

20

21

22

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

1 PROCEEDINGS

2 (9:02 a.m.)

3 CHAIRMAN FRATTALI: Good morning. I'd like to

4 call to order the meeting of the Operations and

5 Maintenance Committee of the Delaware River Port

6 Authority and ask the Corporate Secretary to call the

7 roll.

8 MR. SANTARELLI: Good morning. Chairman

9 Frattali?

10 CHAIRMAN FRATTALI: Here.

11 MR. SANTARELLI: Commissioner Fentress?

12 COMMISSIONER FENTRESS: Here.

13 MR. SANTARELLI: Commissioner Joyce?

14 COMMISSIONER JOYCE: Here.

15 MR. SANTARELLI: Commissioner DiAntonio?

16 COMMISSIONER DiANTONIO: Here.

17 MR. SANTARELLI: Commissioner Sweeney?

18 COMMISSIONER SWEENEY: Here.

19 MR. SANTARELLI: Commissioner Martz?

20 COMMISSIONER MARTZ: Here.

21 MR. SANTARELLI: You have a quorum. We will

22 keep the roll open and add members to the official

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

1 roll as they join.

2 CHAIRMAN FRATTALI: All right, we're going to

3 change things up a little bit this morning and we're

4 going to start off with Executive Session. But,

5 before we do that, the Corporate Secretary is going to

6 provide a brief review of some topics which are

7 appropriate for Executive Session.

8 MR. SANTARELLI: Thank you. Today we will be

9 reviewing in Executive Session matters relating to

10 pending and anticipated litigation, pending and

11 anticipated contract negotiation, and matters relating

12 to long-range planning.

13 CHAIRMAN FRATTALI: At this time, I need a

14 motion to go into Executive Session.

15 COMMISSIONER FENTRESS: Move the motion.

16 CHAIRMAN FRATTALI: Second?

17 COMMISSIONER DiANTONIO: Second.

18 CHAIRMAN FRATTALI: All in favor?

19 ALL: Aye.

20 CHAIRMAN FRATTALI: We're in Executive

21 Session. We ask that those not part of the Executive

22 Session to please clear the room.

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

1 (Off the record at 9:03 a.m.)

2 CHAIRMAN FRATTALI: I will now call for a

3 motion to close Executive Session and go back into

4 Open Session.

5 COMMISSIONER FENTRESS: So moved.

6 COMMISSIONER DIANTONIO: Second.

7 CHAIRMAN FRATTALI: We are back in Open

8 Session.

9 (On the record at 9:48 a.m.)

10

11 MR. SANTARELLI: During the Executive Session,

12 Board Chairman Boyer, O&M Vice Chair Moskowitz, and

13 Commissioner Fiol-Silva joined the meeting and are

14 added to the official roll.

15 CHAIRMAN FRATTALI: All right, we have 10

16 items on the agenda for Open Session. The first item

17 is Contract Number 11-G, PATCO SCADA-CTC Office System

18 Upgrade. Mike, are you going to take this one?

19 MR. VENUTO: Staff is seeking authorization to

20 negotiate a construction contract with the firm of B&C

21 Transit, Inc., to perform construction services for

22 the PATCO SCADA-CTC Office System Upgrade in the

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

1 amount of $1,848,680. The work to be completed under

2 this contract consists of all work required to

3 configure, test, and install new software and hardware

4 at Center Tower that provides the PATCO dispatchers

5 the ability to supervise and control train movements

6 and power systems along the PATCO line. The software

7 and hardware communicates with the Supervisory Control

8 and Data Acquisitions (SCADA_ and Centralize Train

9 Control (CTC) units in the field over a closed

10 dedicated network.

11 The project was publicly advertised and bid

12 documents were offered to the public beginning on

13 August 1st, with a bid opening date of September 22nd.

14 Five sets of documents were sold. We only received

15 one bid. Staff did complete an evaluation of the bid

16 and recommends that a contract be awarded to B&C

17 Transit.

18 CHAIRMAN FRATTALI: Are there any questions?

19 Seeing none, I need a motion to move this item to the

20 Board for approval.

21 COMMISSIONER FENTRESS: So moved.

22 CHAIRMAN FRATTALI: Second?

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

1 COMMISSIONER DiANTONIO: Second.

2 CHAIRMAN FRATTALI: All in favor?

3 ALL: Aye.

4 CHAIRMAN FRATTALI: Any opposed? Ayes have

5 it.

6 The second item is Contract Number

7 PATCO-56-2016, Birch Street Substation Ceiling and

8 Wall Repairs.

9 MR. VENUTO: Staff is seeking authorization to

10 negotiate a construction contract with AP Construction

11 in the amount of $990,400 to perform the construction

12 services for the PATCO Birch Street Substation

13 Transformer Room Wall and Ceiling Repair Project.

14 The work to be completed under this contract

15 consists of removal of all loose paint, which contains

16 lead, and prep work for interior concrete and plaster

17 surfaces, doors and frames, exposed steel on walls,

18 exposed ceiling beams, exterior steel angle frames at

19 the garage doors, railings, ladders, and window frames

20 to be repainted. The existing garage doors and wire

21 mesh screen are also to be replaced with new motor-

22 operated overhead roll-up doors and wire mesh.

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

1 The project was publicly advertised with a bid

2 opening date of October 18th. Seven sets of documents

3 were sold, and two bids were received. The lowest

4 responsive and responsible bid was submitted by AP

5 Construction.

6 CHAIRMAN FRATTALI: Are there any questions?

7 Seeing none, I need a motion to move this item to the

8 Board for approval.

9 COMMISSIONER FENTRESS: Move the motion.

10 CHAIRMAN FRATTALI: Second?

11 COMMISSIONER DiANTONIO: Second.

12 CHAIRMAN FRATTALI: All in favor?

13 ALL: Aye.

14 CHAIRMAN FRATTALI: Any opposed? Ayes have

15 it.

16 The next five items we're going to read

17 together. John is going to take them and discuss them

18 a little bit so we speed up. The third item is In-

19 Kind Support of 2017 Community Initiatives. The

20 fourth item is Promotion of PATCO to Students in 2017.

21 The fifth item is Industry, Historical and Technical

22 Societies and Schools Touring PATCO Facilities in

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

1 2017. The sixth item is PATCO Cares Program in 2017.

2 And, seventh is PATCO Marketing thru Promotional

3 Efforts with Local Organizations, Venues and Sport

4 Franchises in 2017.

5 MR. RINK: Thank you, Mr. Chairman. Good

6 morning, Commissioners.

7 CHAIRMAN FRATTALI: Good morning, John.

8 MR. RINK: As the Chairman listed, these are

9 our annual submissions we present to the Board for the

10 various groups that we deal with at our facilities.

11 In regards to the In-Kind Support of Community

12 Initiatives; we allow nonprofit community

13 organizations to collect donations and sell items at

14 our facilities. These groups include the Boy and Cub

15 Scouts, the Collingswood Farmers' Market, the Food

16 Bank, the Girl Scouts, and the Lions Club.

17 Promotion of PATCO to Students; this

18 resolution allows us to promote PATCO ridership

19 through special programs for students in 2017. We

20 basically familiarize young people in a primarily the

21 car culture region with public transit and to make

22 school field trips affordable, we allow them to travel

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

1 at half the fare. The school purchases a one-ride

2 ticket for each student and they have chaperones.

3 Also, we promote the FREEDOM Card to students by

4 waiving the $5 fee if they register for a card. As of

5 October 17th of this year, we sold 180 cards to

6 college students. We have also had 11 school field

7 trips to date.

8 Industry and Historical Tours, this resolution

9 authorizes staff to allow tours of PATCO facilities to

10 industry peer groups, historical and technical

11 societies, and schools throughout the year.

12 Our PATCO Cares Program; this resolution

13 allows us to be a good neighbor to the towns along the

14 PATCO line by allowing nonprofit and charitable

15 organizations that serve the local communities to

16 occasionally use PATCO station lobbies to share

17 information about their organization and its mission.

18 The PATCO riders who are interested in supporting

19 charitable organizations find it convenient and

20 informative. Since the inception of the program, such

21 organizations such as the following have participated:

22 Alex's Lemonade Stand; American Red Cross; Big

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

1 Brothers/Big Sisters; Boys and Girls Clubs; and those

2 types of events.

3 The last resolution is seeking authorization

4 to promote PATCO ridership through co-promotions and

5 marketing with various community organizations, venues

6 and local sports franchises through the use of DRPA

7 and PATCO facilities in 2017. This allows us to

8 maximize opportunity for co-promotions with these

9 organizations and sporting events and to increase

10 PATCO ridership to these events.

11 CHAIRMAN FRATTALI: Any questions on those

12 five items? I'm going to take them all as a group.

13 Can I have a motion to move these five items to the

14 Board for approval?

15 COMMISSIONER DiANTONIO: So moved.

16 CHAIRMAN FRATTALI: Is there a second?

17 COMMISSIONER FENTRESS: Second.

18 CHAIRMAN FRATTALI: All in favor?

19 ALL: Aye.

20 CHAIRMAN FRATTALI: Any opposed? Ayes have

21 it.

22 The next item is Passenger Information &

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

1 Messaging System - Phase 3. John?

2 MR. RINK: Thank you, Mr. Chairman,

3 Commissioners. We're seeking authorization to

4 negotiate a contract with Johnston Communications to

5 procure and program LCD monitors for Phase 3 of the

6 Passenger Information and Messaging System Project.

7 The amount will be up to $659,013. The contract was

8 provided with New Jersey State Contract pricing under

9 Contracts #T-1778 and #T-1316.

10 Previously -- in 2014, 2015, as part of our

11 Bridge Rehab Project, we installed new information LCD

12 monitors in all stations and installed new LED station

13 signs on the platforms. This next phase, Phase 3,

14 we're looking to actually install additional new

15 signage on the platforms to allow us to provide

16 detailed, station-specific scheduling.

17 Currently, any time we have a new schedule we

18 have to printed them out and tape them up all over the

19 facility. What we're going to do in Phase 3 is to

20 procure monitors and place them in set positions at

21 all of our platforms where they will display the

22 station information. This will allow us to make any

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

1 necessary special changes instantly and from a remote

2 location. If we have some kind of a track problem

3 during snowstorms and things like that, this will

4 allow us to quickly post emergency schedules. Also,

5 we'd be very up-to-date on our current schedule and

6 our customers will always know to go to one spot to

7 see the schedules and that the information will be

8 current.

9 CHAIRMAN FRATTALI: That would be at each

10 station, right?

11 MR. RINK: That would be at each station.

12 Currently, if we want to change the schedule on the

13 weekends to support a track, we have to print new

14 schedules, go out and tape up the new schedule, and

15 take the old one down. So, efficiencies are gained by

16 not printing out paper schedules and taping and we'll

17 be able to provide current messaging.

18 We're going to do this is two phases. First,

19 we're looking to purchase just the monitors and have

20 them programmed. It's a four-month lead time. Then,

21 we'll come back to the Board for authority to

22 negotiate a contract to have this installed. This is

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

1 the last phase of our initiative to provide better

2 information to our customers.

3 COMMISSIONER MOSKOWITZ: John, are they two

4 different vendors? Why do we have to go back?

5 MR. RINK: Well, the frames they'll sit in and

6 the installation could be done by a different GSA or

7 New Jersey State contract. We're specifically going

8 to this vendor to buy the monitor. They specifically

9 will just do that portion. And, we'd like to get it

10 started now because it is a four-month lead-time to

11 have them fabricated.

12 CHAIRMAN FRATTALI: Any questions? I need a

13 motion to move this item to the Board for approval.

14 COMMISSIONER DiANTONIO: So moved.

15 CHAIRMAN FRATTALI: Second?

16 COMMISSIONER FENTRESS: Second.

17 CHAIRMAN FRATTALI: All in favor?

18 ALL: Aye.

19 CHAIRMAN FRATTALI: Any opposed? Ayes have

20 it.

21 The next item is the Extension of Consent to

22 Access Agreement with the Environmental Protection

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

1 Agency - Welsbach Superfund Site. Mr. Walton.

2 MR. WALTON: Good morning, Mr. Chair, Vice

3 Chair, and the Members of the Committee. At this

4 time, I want to make the Committee aware that we have

5 two visitors from the EPA here today. Mr. Perry Kutz

6 is the project manager for the remediation of the

7 Welsbach Superfund Site and Mr. Russ Rousseau will be

8 the designer for the project.

9 We're asking to authorize staff to negotiate

10 an extension of the Consent to Access Agreement with

11 the Environmental Protection Agency,

12 known as EPA, to enter DRPA property locations for the

13 purpose of conducting environmental testing and

14 remediation activities.

15 We currently have a contract that extends to

16 through the year of 2018. However, we're looking to

17 extend the contract through the end-of-year 2021 for

18 remediation purposes. We have four parcels of

19 property located in New Jersey-- from Collings Avenue

20 back to the Hope area, that were previously identified

21 as one of the EPA’s Superfund hazardous waste sites.

22 So, we have the funding at this time and we are

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

1 looking to extend the existing contract so that the

2 EPA can conduct environmental testing and remediation

3 activities.

4 CHAIRMAN FRATTALI: Any questions? Seeing

5 none, I need a motion to move this item to the Board

6 for approval.

7 COMMISSIONER DiANTONIO: So moved.

8 CHAIRMAN FRATTALI: Second?

9 COMMISSIONER SWEENEY: Second.

10 CHAIRMAN FRATTALI: All in favor?

11 ALL: Aye.

12 CHAIRMAN FRATTALI: Any opposed? Ayes have

13 it.

14 The final item is the OPC Café. Mr. Mosback?

15 MR. SANTARELLI: Mr. Chairman, before we

16 proceed, I just want to note for the record that CEO

17 John Hanson has left the room and will not be

18 participating in discussion or consideration of this

19 resolution.

20 MR. MOSBACK: Good morning, Commissioners.

21 Staff is seeking authorization to enter into a

22 contract with Andreotti's Catering to provide food

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

1 service at the OPC Café located within One Port

2 Center. The term of the contract will be 36 months

3 from the Notice to Proceed, which shall be on or

4 around December 31, 2016. The contract has an option

5 exercisable by DRPA for an additional 24 months. The

6 vendor has agreed to pay DRPA five (5) percent of

7 daily gross revenue or $50 per day, whichever is

8 greater, for each day the café is open. The vendor

9 will pay utility costs and equipment maintenance

10 consistent with the proposal.

11 In addition to the Andreotti's Catering

12 proposal, we received proposals from Aunt Berta's

13 Kitchen, Market Street Pizzeria and Vitarelli's

14 Catering, the current provider. All proposals were

15 strong, but staff reviewed and evaluated the proposals

16 and determined that Andreotti's would provide the best

17 level of service required by the DRPA, at least for

18 the immediate future.

19 Any questions on this proposal?

20 CHAIRMAN FRATTALI: Any questions? Seeing

21 none, I need a motion to move the item to the Board

22 for approval.

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

1 COMMISSIONER DiANTONIO: So moved.

2 CHAIRMAN FRATTALI: Second?

3 COMMISSIONER MOSKOWITZ: Second.

4 CHAIRMAN FRATTALI: All in favor?

5 ALL: Aye.

6 CHAIRMAN FRATTALI: Any opposed? Ayes have

7 it.

8 All right, there are four items for discussion

9 today. The first item we'll take is the AON Risk

10 Solutions - Loss Control & Safety Services. Ms.

11 Brown?

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

13 CHAIRMAN FRATTALI: Good morning.

14 MS. BROWN: On occasion, I come to you and I

15 give you an update as to how this firm is performing.

16 If you'll recall, we entered into a two-year agreement

17 with AON Risk Services in August of 2014. The

18 contract, or the agreement, expired on August 2016,

19 and we had an option to extend for an additional year.

20 We did exercise that option, and so this contract will

21 expire on August 17, 2017. But, in the meantime, I do

22 want to advise the Committee that we continue to be

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

1 very pleased with AON Risk Services.

2 In front of you, you have to two copies of

3 reports, two different reports. One was prepared by

4 AON, and the primary contractor is IEW. The second

5 report was prepared by AON, and the primary contractor

6 is Railroad Construction Corporation.

7 You'll see on the IEW report that they note

8 there were 3 noncompliant conditions that were

9 observed and 10 compliant conditions. We like the

10 fact that they not only identify noncompliant

11 conditions, but they also take the time to identify

12 those conditions that are compliant.

13 With the RCC report, you'll note that there

14 were no noncompliant conditions. There were seven

15 compliant conditions and one best practice

16 recommendation. Again, that's something that we have

17 seen from them during this contract. They take the

18 time to identify best practices.

19 So, we wanted to again come to you -- and we

20 come every quarter, to let you know how things are

21 going with this firm. We continue to be very pleased

22 with the services being provided. The reports are

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

1 detailed and AON staff interacts very well with the

2 safety personnel that each of the prime contractors

3 must have on the site.

4 I'm happy to answer any questions, but I do

5 want to end by saying that we'll be going out with an

6 RFP sometime in early 2017.

7 CHAIRMAN FRATTALI: Any questions? All right,

8 the next item for discussion is Change Orders for

9 Contract No. WW-23-2015 - Walt Whitman Bridge Toll

10 Plaza, Substructure and Paving Rehabilitation, and

11 Contract No. CB-30-2015, Commodore Barry Bridge New

12 Jersey Approach Repaving. Mr. Venuto?

13 MR. VENUTO: Thank you. We have two change

14 orders. They don't affect the overall contract price;

15 they are just some pluses or minuses within the

16 contract. We're using the site coordination and

17 condition amount.

18 The first one, the Walt Whitman Bridge Toll

19 Plaza, Substructure and Paving Rehabilitation, is an

20 approximately $6.2 million contract of which $500,000

21 was for site coordination and conditions. We

22 previously allocated approximately $229,000, and we're

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

1 now seeking to allocate an additional $78,736 out of

2 that for unforeseen conditions.

3 We have six new contract items. This is

4 Change Order Number 3. We have six new contract

5 items, increases in seven existing contract items, and

6 a decrease in the one site coordination and condition

7 number. Each of these items are recommended by our

8 onsite construction monitor, Maser Consulting.

9 We had a few changes. Our trucks use the

10 outside lane at the toll plaza and it was not noted in

11 the contract that when we closed that outside lane, we

12 would need some additional space for our staff to work

13 and process permits. So, we had to lease an office

14 trailer.

15 We also had some modifications to the

16 handrail. We realized once construction got underway

17 and we were working with operations staff that the

18 handrail that was designed was not appropriate. It

19 was a little too thick to grab onto. So, we had some

20 changes. We had to redo it three that were already

21 done., Changing the materials for the remainder of the

22 15 toll lanes was about $1,400, but to change the

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

1 three that we already had installed and basically had

2 to reinstall, that was $9,900.

3 Next, we had some issues with the concrete.

4 Because they were such large slabs, there was an

5 issue with cracking. So, we asked the contractor to

6 add fiber to the concrete, add fiberglass to control

7 some of that cracking. That change was for materials

8 only, that was $7,165. We also asked the contractor

9 to cut additional joints in the concrete to try to

10 control some of that cracking; that was $2,100.

11 We had to add some galvanized flashing. The

12 contract only called for flashing for 14 lanes, but we

13 actually have 15 lanes out there, so we had to add the

14 one additional lane. The additional $5,000 was

15 consistent with what we paid for the other lanes, but

16 the one outside lane was bigger. The toll plaza is

17 actually bigger than the remaining, so that was a lump

18 sum price.

19 They had to do some additional excavation,

20 some additional paving and some additional stone.

21 Those were existing quantities, and these are just

22 unit price items that changed when they were in the

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

1 field. So, the total changes would be $78,736.66 and

2 would come out of site coordination and conditions.

3 CHAIRMAN FRATTALI: I'd just like to say,

4 Mike, the tolls really look good. I go through them

5 every day and it's really a big improvement. It

6 really enhances the whole plaza, and I like the way it

7 came out, I really do.

8 MR. VENUTO: Thank you. We did a couple of

9 things. I would note again three change orders on

10 this job. We've done a lot of things on this job that

11 we noticed when we were out there; changes to make it

12 last longer and things like that. So, thanks for the

13 compliment.

14 CHAIRMAN FRATTALI: It's clean looking. It's

15 nice.

16 MR. VENUTO: The second contract is the

17 Commodore Barry Bridge New Jersey Approach Repaving.

18 That was an approximately $1.9 million contract of

19 which $250,000 was for unforeseen conditions. This is

20 a contract closeout. The Number 1 change order is the

21 final change order. When we do these types of

22 projects – like this paving contract at the Commodore

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

1 Barry, there are a lot of unit prices; unit prices for

2 striping, unit prices for tack gallons and tack coat,

3 those type of things. We had white stripes and yellow

4 stripes all the way through.

5 So, what we do at the end of these contracts

6 is go through them and zero out each of the line

7 items; so, pluses or minuses were actual feet of curb,

8 gallons of tack coat, those type of things. So, at

9 the end of this project, we're going to deduct the

10 $250,000 from the unforeseen site conditions because

11 we didn't need to use it. And, we're going to deduct

12 another approximately $21,000 worth of unit prices,

13 pluses and minuses. For the net changes, we have a

14 deduct change order for the final change order of

15 $271,381.11. The final project came in at $1,632,188,

16 and that closes out that contract.

17 CHAIRMAN FRATTALI: Any questions?

18 Commissioner DiAntonio?

19 COMMISSIONER DiANTONIO: Good morning. There

20 was an increase in the price of gasoline, as you know.

21 Do you anticipate any contractors coming back with

22 contracts already in progress to get more money in

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

1 reference to fuel?

2 MR. VENUTO: We've had that in the past when

3 oil prices shot up many years ago. We had a few

4 contractors come back and claim additional prices;

5 mostly with the big paving contracts. Our specs are

6 clear that we won’t factor in any changes in commodity

7 prices. So, we have some language in there; we denied

8 the requests back then, and we'll be in a position to

9 deny them again this year. But, with the amount of

10 work we have going on, it wouldn't be surprising if we

11 had a couple of contractors submit something.

12 COMMISSIONER DiANTONIO: Okay. So, we have

13 something in the agreement to cover that.

14 MR. VENUTO: Yes.

15 COMMISSIONER DiANTONIO: Okay, sounds good.

16 CHAIRMAN FRATTALI: Any other questions? All

17 right, the next item is the Ben Franklin Bridge 5th

18 Street Philadelphia Tunnel Rehabilitation. Mr.

19 Venuto?

20 MR. VENUTO: Okay. Program Manager Len Rustam

21 is coming around with a handout on the Ben Franklin

22 Bridge 5th Street Tunnel Rehab project. It was a

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

1 project where we closed the tunnel. We had an initial

2 contract to do concrete repairs to the wing walls. We

3 cancelled that contract and wound up doing a second

4 contract. We also improved the bike lane through the

5 tunnel and we improved lighting and painting. The

6 handout will give you a good overview of the project.

7 It was a successful project in the end. We opened it

8 prior to the July Fourth activities and prior to the

9 coming of the DNC. So, I thought it would be good to

10 show you some picture, some before and after photos,

11 to give you a good idea of the type of work that we

12 did out there and what it looked like in the end.

13 CHAIRMAN FRATTALI: Any questions? All right,

14 the last item for discussion today is the Capital

15 Budget.

16 MR. VENUTO: Mr. Rustam is handing out a hard

17 copy of the Five Year Capital Program as of 1/1/2017

18 for everyone to review. I'll start off describing the

19 process of how we got here, and then we can go through

20 some of the bigger projects. Len Rustam, who is

21 handing out the books, is a program manager in the

22 Engineering Department, and he's had a lot to do with

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

1 helping prepare the budget and put it through the SAP

2 system.

3 To describe the process a bit. We have a

4 budget call in July. The Finance Department puts out

5 a budget call for the Capital Budget in July.

6 Authority staff fills out our budget forms and submits

7 them. Engineering -- the overseer of the Capital

8 Budget, starts to submit the forms needed to get

9 projects to be initially considered in the budget.

10 When we get that first initial set of

11 documents, we may be somewhere around $180-

12 $200 million worth of initial requests for projects.

13 We know we can't process that many. We can't do that

14 much work in a single year. We start meeting with

15 each bridge and PATCO individually and we'll talk

16 about specific projects for that facility. Then, we

17 start looking to prioritize. We also look at

18 schedules, to determine what projects can be done

19 concurrently and which ones have to be done

20 sequentially. So, we prioritize by bridge initially.

21 Then we start looking at the program as a

22 whole. After we have the individual bridge meetings,

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

1 the Engineering Department starts look at projects as

2 a whole. Not every project in the Capital Budget

3 comes through Engineering, but I'd say about 80

4 percent of them are the capital projects that we talk

5 about here at the O&M Committee.

6 So, we look at the project as a whole. We

7 start looking at the capacity of our department, the

8 capacity of Finance and Legal, because every

9 department touches each of the capital project. We

10 also look at the capacity at our facilities. For

11 instance, how many lanes can we begin -- you can only

12 take out so many lanes at one time. You can only have

13 so many tracks blocks out at PATCO at one time. Also,

14 this year also we did the biannual inspections, so we

15 had the biannual inspection information that was

16 coming in as we were preparing this budget.

17 Ultimately, what we do is we look at it across

18 all facilities and we come up with what you see here

19 presented to you. We believe we have a reasonable

20 plan with priorities and a reasonable plan moving

21 forward.

22 As far as the color-coding, if you turn to the

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

1 back page, you’ll see that the program is broken out

2 into a couple of categories. The beginning of the book

3 is the plan for 2017 followed by each of the

4 schedules. Then, on the last pages is the five-year

5 plan. Starting on page 13 is the five-year plan which

6 shows all the projects. We budget for the year, for

7 2017, but then we also have the five-year outlook.

8 What we did for that five-year outlook, similar to

9 what we've done in previous years, is we've color-

10 coded them to give a little visualization.

11 As far as the red projects -- the projects

12 that we highlighted in red, they are projects

13 identified by the biannual inspections or identified

14 by our staff as preventative maintenance. The idea

15 with the color red being that if we have to pull

16 projects out, those would be the last to go, if we

17 needed to.

18 The yellow projects -- similar to a traffic

19 light, the caution, are projects that are operational

20 in nature; HVAC-type projects, building roofs, those

21 type of things. We could still operate our normal

22 business, we could still collect tolls if those

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

1 projects were pulled. Then, the green projects are

2 customer enhancement projects.

3 For 2017, we have a budget of $158,213,000;

4 for the five-year plan it is $754,747,000. These are

5 comparative numbers. Again, for 2017 we’re looking at

6 approximately $158 million, and for 2016 we had

7 budgeted $166 million. Then, this five-year plan

8 shows $754 million, and the five-year plan last year

9 was $728 million.

10 Keep in mind that there are some additional

11 projects added to the five-year plan that weren't on

12 it last year because we're going one more year out.

13 Keep in mind that these numbers are net of federal

14 funds. Any federal funding that we get comes off the

15 bottom line. So, we are essentially processing more

16 throughput than these dollars; these are only DRPA

17 dollars. So. if a project is federally funded, it

18 comes off the bottom line, but we're still executing

19 that value of work.

20 It is aggressive, we realize that. We are in

21 an aggressive time here as the facilities are aging.

22 We do try to stay proactive in trying to get to these

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

1 projects prior to them becoming emergencies.

2 We also know that every project isn't going to

3 go as planned. We put some educated guess work into

4 it as far as we can. There is a capital change request

5 in the event some money has to move between projects.

6 For instance, this past year we had a significant

7 amount of money budgeted for the Commodore Barry

8 Bridge painting. We had some delays, and that didn't

9 happen. The same thing with the Lindenwold Yard,

10 those type of things. We know we're going to hit some

11 bumps in the road, so we try to factor some of that in

12 so we're not overly -- we don't have the budget too

13 high where we can't spend anywhere near that.

14 So, with that, we thought we would point out a

15 couple of the bigger, high profile projects, and

16 explain what we're doing. Then we can take questions

17 or, if at any point you want to dig into any specific

18 projects, we'll be prepared to do that.

19 So, with that, Len will take it from here.

20 MR. RUSTAM: Good morning, Commissioners. I'd

21 like to start with the Ben Franklin Bridge first,

22 Project Number BF1601, the Maintenance Painting and

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

1 Steel Repairs. This project was identified through

2 our biannual inspections. It's a combination of

3 several items that were noted in the biannual

4 inspections. It is steel repairs and associated

5 maintenance painting. It is going to be approximately

6 $49 million.

7 The next item, BF1602, Bridge Deck Resurfacing

8 and Deck Joints; again, this was identified in the

9 biannual inspections and is a combination of multiple

10 items that were identified. This is resurfacing of

11 the bridge deck and repairs to expansion joints

12 throughout the deck.

13 BF1901, Cable Dehumidification. This was

14 identified in the biannual inspection. We're

15 currently doing an investigation into the cables right

16 now to determine their condition. This would be a

17 project that would come online closer to 2019, for the

18 total cost of around $20 million.

19 BF1302, the South Walkway, Bicycle, and

20 Pedestrian Ramp. This would provide for uninterrupted

21 ADA and bicycle access across the bridge. The current

22 total project cost is $10,282,000.

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

1 Jumping down to Walt Whitman Bridge, WB1301,

2 De-Leading and Repainting. This is currently in the

3 third and final phase, and there is approximately

4 $30 million remaining on that contract.

5 WB1503, Corridor Rehabilitation at I-76 on the

6 PA Approach. This was identified in the biannual

7 reports, and it will include a number of steel

8 repairs, concrete repairs, and roadway resurfacing

9 leading up to the Walt Whitman Bridge. The

10 approximate cost is around $20 million.

11 The next item I want to talk about is the

12 Tower Link Rehabilitation. This is a new item for the

13 budget. It was identified on the biannual inspection

14 and we're going to begin some investigation; it has a

15 total cost of around $12 million.

16 On the next page -- for the Commodore Barry

17 Bridge, is CB1203, De-Leading and Repainting. We have

18 completed Phase 1 and we are expecting to start Phase

19 2 shortly. The total remaining cost is around

20 $78 million.

21 CB1302, Structural Rehabilitation, Phase 2.

22 These were a number of items that were identified on

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

1 the biannual inspections; it has a total cost of

2 around $9.9 million.

3 CB1602, Deck Condition Assessment and

4 Feasibility Study and Rehabilitation of Deck Bridge.

5 There are ongoing repairs that we do every year at the

6 facility, and this is an investigation to determine

7 the condition of the deck; total cost is around

8 $2.1 million.

9 , RB1602, Painting and Steel

10 Repairs. These are steel repairs that were identified

11 in the biannual inspections. This is actually going to

12 be a full de-leading and repainting of the bridge

13 structure, with a total cost around $57 million.

14 The New Jersey Approach Roadway Resurfacing;

15 this was a project that was previously on the five-

16 year plan. It's kind of a combination of the Union

17 Avenue, Route 130 overpass, and Route 90 project.

18 That has turned into a temporary repair. This will be

19 a full repair of the approach roadway leading up to

20 the Betsy Ross Bridge.

21 Mike, did you want to touch on the --

22 MR. VENUTO: Yes, if you look at the chart

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

1 under ‘Multi – or All Bridges,’ you’ll see an item

2 there for general construction services. This is a

3 new item this year. In past years, we have talked

4 with this Committee about on-call engineering

5 services, the GEC's on-call program managers. We have

6 talked about using some on-call construction services

7 as task orders, similar to what we've had for

8 engineers. It would be for projects where we may not

9 have the ability to go get the equipment readily, or

10 we don't have the equipment or a particular expertise.

11 This is where we haven't put it out to bid yet. We

12 would actually put something out to bid where we have

13 unit prices similar to how the DOTs do it, where we

14 can get general unit prices. Then, when we have a

15 task, we can get a task based off the unit prices that

16 they give us with markups already. We haven't bid

17 that out yet; we're in the process of pulling

18 documents together. Before we do, we'll come to talk

19 with the O&M Committee, but we wanted to get something

20 in the budget now so that if we approve that as a

21 contracting strategy moving forward, we have placement

22 structure.

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

1 CHAIRMAN FRATTALI: What is the truck permit

2 program?

3 MR. VENUTO: When overweight vehicles cross

4 the bridges, they'll get New Jersey or Pennsylvania

5 permits. Before they come across our bridge, we

6 require them to get a permit, too. They will tell us

7 the amount of axles and the weight and the spacing on

8 the axles, and we run it through a computer program to

9 make sure that's not going to overly stress any part

10 of the bridge. The program that we use now is

11 antiquated.

12 CHAIRMAN FRATTALI: Didn't we get a new

13 program?

14 MR. VENUTO: We're writing the new program,

15 yes.

16 BOARD CHAIRMAN BOYER: Now, are we doing it

17 in-house?

18 MR. VENUTO: The truck permit program is being

19 written outside of DRPA. We have an outside

20 consultant writing it.

21 BOARD CHAIRMAN BOYER: Do you trust that

22 outside consultant?

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

1 MR. VENUTO: We do. Our engineers are

2 overseeing the project. We're make it a little bit

3 more robust. We're taking into account what we've

4 learned of the bridges and the structural aspects of

5 them over the years since the last program. And yes,

6 we do have some checks and balances in the system. We

7 run tests and compare them to make sure that we're

8 confident in the output of the program.

9 CHAIRMAN FRATTALI: The feeling of the

10 Chairman is anything we could do in-house, we want to

11 do in-house.

12 MR. VENUTO: Yes, sir.

13 MR. RUSTAM: Continuing on with page 16,

14 PATCO/DRPA Funded Program, PD1205, Rehabilitation of

15 Track Structure on Viaduct at Westmont; this is

16 ongoing and expected to be complete in 2018 with a

17 total remaining cost of $7.3 million.

18 PD1504, the PATCO Hall and Way Interlocking

19 Rehabilitation -- John, did you want to speak on that?

20 MR. RINK: We have what we call an

21 interlocking. It is a situation where we have four

22 switches that allow movement from one track to

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

1 another. This is replacing the track switches at that

2 particular interlocking. So, the interlocking Hall

3 and Way -- there are switches just east of Broadway

4 Station and just west of City Hall Station we have

5 another four switches. These are original to the

6 system, and we're replacing them.

7 MR. RUSTAM: PD1603, the Woodcrest Parking Lot

8 Reconstruction. This is going to be a total

9 reconstruction of the parking lot, with a total cost

10 of around $7.5 million.

11 Jumping down to PD1618, PATCO Interlocking

12 Track Rehabilitation, Phase 2. John?

13 MR. RINK: This is similar to the Way and Hall

14 Interlockings. Back in 2004 and 2005, we had a capital

15 project that replaced certain switches along the

16 railroad. Phase 2 is to replace the remaining

17 switches that were not replaced as part of Phase 1.

18 MR. RUSTAM: Continuing onto Page 17, PATCO,

19 DRPA, and FTA Funded Projects, PF0503, Rehabilitation

20 of Fleet; this is ongoing with a remaining cost of

21 around $90 million.

22 PF1202, Lindenwold Yard Track Rehabilitation

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

1 and Lindenwold Viaduct; this is the replacement of all

2 the tracks in the Lindenwold Yard and on the

3 Lindenwold Viaduct. We have a total cost of around

4 $48.5 million.

5 PF9903, Bank Restoration, Drainage

6 Improvements, and Retaining Walls Rehab. These are

7 improvements throughout the PATCO right-of-way, with a

8 total cost of around $8.3 million.

9 PF1201, Install Elevators in Remaining

10 Stations; this is an effort to make all of the PATCO

11 stations ADA accessible. These are the final six

12 stations that require elevators, with a total cost of

13 around $27 million.

14 Continuing onto Technology, TE1501; this is

15 the Replacement of the Betsy Ross and the Commodore

16 Barry Fiber. It's a combination project with a total

17 cost of around $8 million.

18 Then, finally, TE0702, Enterprise Resource

19 Planning System; these are additional funds to help

20 with the implementation of SAP.

21 That's all I have for now. Any questions?

22 MR. VENUTO: I have a couple more little

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

1 things. If you notice in year 2017, you'll see some

2 odd numbers that are not round numbers. And, if you

3 notice going out, 18, 19, 20, there have been multiple

4 rounded numbers. That has to do with the capital

5 labor. In past years, we used to have PATCO labor as

6 one particular line item. With the switch over to

7 SAP, we're inputting capital labor right into the

8 budget at this point for future tracking purposes, so

9 that's why you see round numbers on the current year.

10 Second thing is we are still -- this is

11 generally the budget that we are moving forward with.

12 We're still making a few tweaks to capital labor and

13 things like that, so if you see it another day, you

14 might not see it with the exact dollar amount. But,

15 in general, this is the magnitude of dollars we're

16 talking about.

17 We are going to be presenting this in its

18 final form tomorrow to the Finance Committee.

19 Typically, we present it to the O&M Committee and then

20 present it to the Finance Committee. If the Finance

21 Committee is okay with what they see, I'll see if Jim

22 White has a resolution prepared. If they're in a

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

1 position to vote on it tomorrow, then we can pass it

2 out at the Finance Committee and bring it to the Board

3 in November so as not to have to deal with it in

4 December. If they have some questions, it will give

5 us time in December if we had to do that.

6 CHAIRMAN FRATTALI: Any questions on the

7 budget? If there's no other business for the O&M

8 Committee, I'll accept a motion for adjournment.

9 COMMISSIONER FENTRESS: Move the motion.

10 CHAIRMAN FRATTALI: Second?

11 COMMISSIONER DiANTONIO: Second.

12 CHAIRMAN FRATTALI: All in favor?

13 ALL: Aye.

14 CHAIRMAN FRATTALI: Any opposed? We're

15 adjourned.

16 (Whereupon, the Operations & Maintenance

17 Committee Meeting ended at 10:30 a.m.)

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

1 CERTIFICATE

2 This is to certify that the attached

3 proceedings before the Delaware River Port Authority

4 Operations and Maintenance Committee on November 1,

5 2016, were held as herein appears, and that this is

6 the original transcript thereof for the file of the

7 Authority.

8

9

10 ______11 Tom Bowman, Reporter FREE STATE REPORTING, INC. 12

13

14

15

16

17

18

19

20

21

22

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

ITEM NO. DRPA-16-118 SUBJECT: Contract No. PATCO-56- 2016, Birch St. Substation Transformer Room Wall & Ceiling Repair Project

COMMITTEE: Operations & Maintenance

COMMITTEE MEETING DATE: November 1, 2016

BOARD ACTION DATE: November 16, 2016

PROPOSAL: That the Board authorizes staff to negotiate a construction contract with the firm of A.P. Construction to perform the construction services for the PATCO Birch St. Substation Transformer Room Wall & Ceiling Repair Project.

Amount: $990,400.00

Contractor: A.P. Construction, Inc. 915 S. Black Horse Pike Blackwood, NJ 08012

Other Bidders: JPC Group, Inc. $1,277,514.82

Engineers Estimate: $912,000.00

PURPOSE: To repair and remove lead base paint from Birch St. Substation transformer room ceiling and walls.

BACKGROUND: The work to be completed under this contract consists of the removal of all loose paint, which contains lead, and prep work for all interior concrete and plaster surfaces, as well as door & frames, exposed steel on walls, exposed ceiling beams, exterior steel angle frames at garage doors, railings, ladders and window frames to be repainted. Wet scraping will be required for the removal of all existing paint. Existing garage doors and wire mesh screening are to be replaced with new motor operated overhead roll up doors and wire mesh screening.

The project was publicly advertised and bid documents were offered to the public beginning on September 27, 2016 with a bid opening date of October 18, 2016. Seven (7) sets of documents were sold. A total of two (2) bids were received. The low responsive and responsible bid was submitted by A.P. Construction in the amount of $990,400.00. SUMMARY STATEMENT Contract No. PATCO-56-2016 O&M November 1, 2016 Birch St. Substation Transformer Room Wall & Ceiling Repair Project ______

Staff has completed the evaluation of bids and recommends that the contract be awarded to A.P. Construction in the amount of $$990,400.00 as the low responsive and responsible bidder.

SUMMARY: Amount: $990,400.00 Source of Funds: 2013 Revenue Bonds Capital Project #: PD1610 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 180 Days Other Parties Involved: N/A Estimated Number of Jobs Supported: 29 DRPA-16-118 Operations & Maintenance Committee: November 1, 2016 Board Date: November 16, 2016 Contract No. PATCO-56-2016, Birch St. Substation Transformer Room Wall & Ceiling Repair Project

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority accepts the bid of $990,400.00 to complete the Birch St. Substation Transformer Room Wall & Ceiling Repair Project and that the proper officers of the Authority be and hereby are authorized to negotiate a contract with A.P. Construction, Inc. for the required work in an amount not to exceed $990,400.00 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: $990,400.00 Source of Funds: 2013 Revenue Bonds Capital Project #: PD1610 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 180 Days Other Parties Involved: N/A Estimated Number of Jobs Supported: 29 SUMMARY STATEMENT

ITEM NO.: DRPA-16-119 SUBJECT: Extension of Consent to Access Agreement with the Environmental Protection Agency- Welsbach Superfund Site

COMMITTEE: Operations and Maintenance

COMMITTEE MEETING DATE: November 1, 2016

BOARD ACTION DATE: November 16, 2016

PROPOSAL: That the Board authorizes staff to negotiate an extension of the Consent to Access Agreement with The United States Environmental Protection Agency (“EPA”) to enter DRPA property locations for the purpose of conducting environmental testing and remediation activities.

PURPOSE: To negotiate an extension of the Consent to Access Agreement with EPA and related Agencies and Contractors to enter onto DRPA Property for the purpose of continuing environmental testing and conducting remediation activities.

BACKGROUND: There are four (4) DRPA Property locations in New Jersey (Block 2.01, Lot 4; Block 3, Lot 7; Block 209, Lot 1; and Block 212, Lot 2) that were previously identified as one of the EPA Superfund’s hazardous waste sites. The site is contaminated with Radium and Thorium from the Welsbach Gas Mantle Manufacturing plant. Contaminated soils were identified by the EPA in the early 1980s, and placed on the Superfund site list in 1996. Since the EPA Record of Decision was issued in June 1999, this agency and its related Federal Agency, the Army Corps of Engineers, along with EPA’s Consultants and Contractors, have conducted studies on DRPA property. Pursuant to DRPA-14-110, for the continuing investigation and design phase of work, there is a Consent to Access Agreement which expires on December 31, 2018. SUMMARY STATEMENT Extension of Consent to Access O&M 11/1/2016 Agreement with the Environmental Protection Agency – Welsbach Superfund Site

The EPA has conducted surface exposure rate scans to identify areas that may be of concern. The EPA has also conducted downhole gamma logging to identify if the subsurface soils have elevated radiological measurements. A remediation design plan has been completed for the bulk of the subject properties and some investigation and design work remains to be completed.

The work which is the subject of this Proposal includes, but is not limited to excavation of thorium-contaminated soil and its associated support work. EPA will restore these areas to the pre-existing conditions at the completion of the remedial action.

Federal Law prohibits EPA from entering into formal agreements concerning conditions which restrict or impede the manner or extent of an inspection or response action, impose indemnity or compensatory obligations on the EPA or operate as a release of liability. Notwithstanding the above, EPA has agreed to require its consultants/contractors to fully insure their operations, and has submitted Certificates of Insurance to DRPA. In addition EPA shall continue to comply with all necessary health, safety, security, and other requirements for the protection of DRPA.

It is recommended that a contract be negotiated to allow right of entry for the purpose of completing soil testing and performing radium and thorium-contaminated soil remediation activities at four (4) locations by the EPA, the Army Corps of Engineers and EPA’s retained Consultants and Contractors.

SUMMARY: Amount: N/A Source of Funds: N/A Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: December 31, 2021 Other Parties Involved: N/A DRPA-16-119 Operations and Maintenance: November 1, 2016 Board Date: November 16, 2016 Extension of Consent to Access Agreement with the Environmental Protection Agency- Welsbach Superfund Site

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority authorizes staff to negotiate an Agreement with EPA (individually and on behalf of its related Federal Agencies, Consultants and Contractors) extending the current Consent to Access Agreement with EPA to enter DRPA property for the purpose of conducting additional testing and remediation of contaminated soil; and be it further

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

SUMMARY: Amount: N/A Source of Funds: N/A Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: December 31, 2021 Other Parties Involved: N/A SUMMARY STATEMENT

ITEM NO: DRPA-16-121 SUBJECT: Food Service Contract for One Port Center

COMMITTEE: Operations and Maintenance

COMMITTEE MEETING DATE: November 1, 2016

BOARD ACTION DATE: November 16, 2016

PROPOSAL: That the Board authorizes staff to enter into a contract with Andreotti’s Catering to provide food service at the café located within One Port Center. The term of the contract will be thirty six (36) months from the notice to proceed, which term shall begin at the scheduled current vendor’s end date of 12/31/2016 or sooner if necessary. The contract shall also contain an option exercisable by DRPA for an additional twenty-four (24) months. The vendor will pay DRPA 5% of daily gross revenue or $50.00 for each day the café is open, whichever is greater. The vendor shall also pay utility costs and equipment maintenance consistent with its proposal in response to the RFP.

PURPOSE: To provide an on-site cafeteria services for Authority staff, tenants and visitors for the convenience of purchasing breakfast, lunch and snack items within the confines of One Port Center.

BACKGROUND: A Request for Proposal was issued and publicly advertised on April 12, 2016. A mandatory pre-proposal meeting was held on Monday, May 16, 2016 and a mandatory On-Site Inspection was immediately held following the pre-proposal meeting. In addition to Andreotti’s Catering, proposals were received from the following companies. Aunt Berta’s Kitchen Market Street Pizzeria Vitarelli’s Catering

Andreotti Catering is located at 1601 Chapel Avenue West, in Cherry Hill, NJ. and has been a family owned and operated business for over 30 years. They currently service the Battleship New Jersey, PRA-Health Sciences, Will Work 4 Food Catering and Trinity Church, and the Collingswood Grand Ballroom, the Moorestown Community House, U-Penn Department of Engineering and King’s Grant Community Center as a preferred vendor. Andreotti caters over 700 events per year. A committee of staff has completed a detail review and evaluation of the proposals. Based upon the proposals submitted, staff determined that Andreotti’s Catering would provide the level of service required by DRPA. SUMMARY STATEMENT -2- Food Service Contract for One O&M Committee 11/01/2016 Port Center

______

SUMMARY: Amount: N/A Source of Funds: N/A Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Three (3) years with Twenty Four (24) month option. Other Parties Involved: N/A DRPA-16-121 Operations & Maintenance Committee: November 1, 2016 Board Date: November 16, 2016 Food Service Contract for One Port Center

RESOLUTION

RESOLVED: That the Board authorizes staff to enter into a contract with Andreotti’s Catering to provide food service at the café located within One Port Center. The term of the contract will be thirty six (36) months from the notice to proceed, which term shall begin at the scheduled current vendor’s end date of 12/31/2016 or sooner if necessary. The contract shall also contain an option exercisable by DRPA for an additional twenty-four (24) months. The vendor will pay DRPA 5% of daily gross revenue or $50.00 for each day the café is open, whichever is greater. The vendor shall also pay utility costs and equipment maintenance consistant with its proposal in response to the RFP.

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

SUMMARY: Amount: N/A Source of Funds: N/A Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Three (3) Years with Twenty Four (24) month option. Other Parties Involved: N/A

FINANCE

1 DELAWARE RIVER PORT AUTHORITY

2 Finance Committee Meeting

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

5 Wednesday, November 2, 2016

6 Commissioners:

7 Ryan Boyer, Chairman of the DRPA & PATCO Boards (via telephone) 8 Jeffrey Nash, Finance Committee Chairman Kathryn Cerulli Joyce, Finance Committee Vice Chair 9 (for Pennsylvania State Treasurer Timothy Reese; via telephone) 10 Joseph Martz Carl Singley, Esq. (via telephone) 11 E. Frank DiAntonio Charles Fentress 12 Others Present: 13 Chelsea Rosebud Guzowski, Director of Economic and 14 Strategic Initiatives, Pennsylvania Governor's Office of the Budget 15 David Dix, Assistant to Chairman Ryan Boyer (via telephone) 16 DRPA/PATCO Staff: 17 John Hanson, Chief Executive Officer/President 18 Maria Wing, Deputy Chief Executive Officer Raymond Santarelli, General Counsel & Corporate 19 Secretary Stephen Holden, Deputy General Counsel 20 Kathleen Vandy, Assistant General Counsel Richard Mosback, Assistant General Counsel 21 Toni Brown, Chief Administrative Officer James White, Chief Financial Officer 22 Michael Venuto, Chief Engineer

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

1 DRPA/PATCO Staff: (continued)

2 Mark S. Ciechon, Director, PATCO Finance Timothy Johnson, Project Manager 3 Kyle Anderson, Director, Corporate Communications Patricia Griffey, Manager, Revenue Audit 4 Kevin LaMarca, Director of Information Services John Lotierzo, Director of Finance 5 Orville Parker, Manager, Budget/Financial Analysis Christina Maroney, Director Strategic Initiatives 6 Rohan Hepkins, Assistant General Manager, PATCO David Aubrey, Manager, Manager, Internal Audit, OIG 7 John Rink, General Manager, PATCO Lennart Rustam, II, Engineering Program Manager 8 Tracy Overton, Attorney Katherine Hilinski, Records Manager 9 Elizabeth Saylor, Administrative Coordinator

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

1 INDEX

2 Page

3 Roll Call 4

4 Financial Update 5

5 SS&R Required Action

6 Resolution Determining that Net Revenues Satisfy the Net Revenue Requirement for the 7 2016 Fiscal Year, in Accordance with Section 5.09 of the 1998 Indenture of Trust 8 with TD Bank, N.A. 16

9 In-Kind Support for Employee-Funded Charitable Giving and Fundraising Campaigns 18 10 2017 Capital Budget 20 11 Executive Session 55 12 NJ E-ZPass Memorandum of Agreement/Addendum 55 13 Adjournment 56 14

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

1 PROCEEDINGS

2 (9:11 a.m.)

3 VICE CHAIRMAN JOYCE: I'll call to order the

4 meeting of the Finance Committee of the Delaware River

5 Port Authority and ask the Corporate Secretary to call

6 the roll.

7 MR. SANTARELLI: Good morning. Commissioner

8 Joyce?

9 VICE CHAIRMAN JOYCE: Yes, here.

10 MR. SANTARELLI: Commissioner Martz?

11 COMMISSIONER MARTZ: Here.

12 MR. SANTARELLI: Commissioner DiAntonio?

13 COMMISSIONER DiANTONIO: Here.

14 MR. SANTARELLI: Commissioner Singley?

15 COMMISSIONER SINGLEY: Here.

16 MR. SANTARELLI: Commissioner Fentress?

17 COMMISSIONER FENTRESS: Here.

18 MR. SANTARELLI: Board Chairman Boyer?

19 BOARD CHAIRMAN BOYER: Here.

20 MR. SANTARELLI: Finance Committee Chairman

21 Nash will be joining us shortly. Commissioner Joyce

22 will be chairing the meeting until Finance Committee

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

1 Chair Nash's arrival. You have a quorum, and you are

2 ready to go.

3 VICE CHAIRMAN JOYCE: Okay, thank you.

4 MR. SANTARELLI: Committee Chairman Nash has

5 arrived and will now assume the Chair.

6 CHAIRMAN NASH: All right. We have four items

7 for the Open Session. The first is the Financial

8 Update.

9 MR. WHITE: Good morning, Commissioners. I'd

10 like to make some comments relating to our numbers and

11 financial statistics. As you'll see in the SS&R

12 section, we have a resolution related to our net

13 revenues. We will be doing a presentation of the 2017

14 Capital Budget for you this morning. But now, just

15 some introductory remarks.

16 We continue to just show great numbers. We

17 don't yet have the numbers for the month of September

18 for traffic and revenue. But, based on the unaudited

19 figures that I've seen for the month of September,

20 traffic was at least 415,000 vehicles higher than the

21 previous year. So, that means we are going to see

22 continued increase in our year-to-year numbers both in

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

1 terms of traffic and revenues and also traffic versus

2 budget.

3 We have a huge differential there, some of

4 which I explained in last month's Board meeting and in

5 the CFO Report. But there are a number of key factors

6 that have had an impact, including things like the

7 change in the average toll. Our forecasts there were

8 a little bit more optimistic and we're seeing some

9 savings there versus budget. In addition -- as you

10 can see in our fact sheet, we show the delayed

11 transaction revenue. We're going to be around 300,000

12 above what we anticipated and by the end of the year

13 we're going to be at least probably a million dollars

14 higher than that. So, there are a lot of factors

15 going on.

16 The traffic at the Betsy Ross is huge versus

17 last year. We have a lot more commercial vehicles

18 going across the facilities all across the board, so

19 that helps to explain the average toll numbers and the

20 fact that we are continuing to be above budget as it

21 relates to both traffic and revenues.

22 On the PATCO side, ridership went up again

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

1 during the month of September. We're showing year-to-

2 year 459,000 passengers above last year, which is

3 roughly a 6-plus percent increase in the revenues or

4 almost $1.1 million above last year. So again, we're

5 seeing in terms of both year-to-date traffic and

6 revenues and PATCO ridership and net passenger

7 revenues that the numbers are up substantially versus

8 last year and even versus budget.

9 I apologize for sending the stat sheet out

10 late last night, but I was trying to get you the most

11 updated numbers. You'll see that DRPA and PATCO

12 versus budget, actuals versus budget is a huge number;

13 a huge 12.5 percent below budget. Now, part of the

14 reason for that is that we have found that there are

15 some reconciliations that we still have to address; so

16 those numbers are going to change a bit.

17 We also are aware that some of the large

18 checks that we sometimes send out for various things

19 like insurance, etc., are delayed a little bit, so

20 that number is going to change. But historically, we

21 are a lot closer to budget than we are at this point.

22 I just want to warn you that that's an exceptional

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

1 number, but those numbers might change because that's

2 the best information we now have from our system.

3 We continue to show growth in our General Fund

4 and that, again, is because of the increase in traffic

5 and toll revenues. That increase ultimately

6 translates to a transfer from the Revenue Fund to the

7 General Fund and that's why the General Fund continues

8 to increase. On page number 2, we show the debt

9 information and the key finance action plans that we

10 have had over the last three or four years and what

11 we've done for the year 2016. The only key change as

12 far as this particular page is our swap valuation;

13 it's improved by $6 million. That number fluctuates,

14 but over time -- as the notional value continues to

15 decrease or amortize down, that MTA --depending upon

16 interest rates, is going to continue to reduce there.

17 So, all in all, whether you look at the

18 revenue side, the expense side, our swap portfolio, or

19 the increase in our General Fund, we really have a

20 great story to tell.

21 MR. HANSON: One of the big things this means

22 is that we're very much on track to not have a toll

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

1 increase until at least 2020, as we have said all

2 along. A big chunk of the General Fund is projected

3 to be used for pay-as-you-go capital. We still have

4 $125 million in the Project Fund as well. Jim

5 mentioned the swaps, but in total dollars in the

6 market value, as well as relatively speaking compared

7 to the size of our General Fund, that $130 million

8 negative value of the General Fund is much more

9 manageable than it was 10 years ago when we really

10 struggled with it. So, again, the financial

11 performance and the financial position of the

12 Authority vis-à-vis the things that people really care

13 about -- our ability to afford to run the operation

14 and fund the Capital Program, are very strong. That

15 translates into being able to keep toll increases at

16 bay.

17 MR. WHITE: Just to add to John's point, and I

18 don't want to steal Mike Venuto's thunder when he

19 presents the 2017 Capital Budget, but just from the

20 preliminary numbers I've done -- again, on the

21 operating side we're still doing some scrubbing and

22 still vetting some of the numbers we have for the

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

1 payroll and non-payroll expenses both for DRPA and

2 PATCO. But, just from the preliminary numbers that I

3 see, as John mentioned, we are able to fund the five-

4 year Capital Program -- which you'll hear about in a

5 few minutes, well into 2020.

6 So, just to echo John's comments, both the

7 combination between the General Fund and the Project

8 Fund, we're in very, very good shape in terms of being

9 able to fund our Capital Program.

10 COMMISSIONER MARTZ: Sorry, Jim. How much of

11 that long-term debt will be paid down by 2020?

12 MR. WHITE: I don't have that schedule with

13 me, but it's a little bit more than $50 million a

14 year, so it's around $200 plus, probably between $200

15 and $225 million.

16 COMMISSIONER MARTZ: So the balance sheet

17 opportunities --

18 MR. WHITE: Yes.

19 COMMISSIONER MARTZ: -- million dollars less

20 debt on our books by that point in time --

21 MR. WHITE: Exactly.

22 COMMISSIONER MARTZ: -- funded operational

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

1 needs.

2 MR. WHITE: Right. So you're going to be able

3 to do that on the long-term side. Swaps are going to

4 amortize, so those numbers are going to come down.

5 And if we do decide to do a 2013 refunding, those

6 numbers may change as well.

7 MR. HANSON: And that's a huge point,

8 Commissioner Martz, because after the $125 million in

9 the Project Fund is gone, which were bond proceeds,

10 for the first time in probably close to 20 years, DRPA

11 won't be funding its Capital Program by issuing debt.

12 We should be able to go several years, which is years

13 of paying down the debt. You know, a lot is made in

14 the press about the amount of debt that we carry. But

15 the way that came about was we enact a toll increase,

16 and then the heuristic is that for every dollar for

17 passenger cars and proportional increase on the

18 trucks, there is a $50 million revenue stream that's

19 created roughly, and it can be bonded 10 times. So, a

20 dollar translates to about $500 million in bond

21 proceeds.

22 What has always happened is rather than … what

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

1 you have to do is raise the tolls dramatically to fund

2 the Capital Program. Rather than do that … nobody

3 likes to raise tolls, but compared to what we would

4 have to have done to fund on pay-go, we've had much

5 smaller toll increases. And then bond pushes the debt

6 way up and the debt service. We're going to have a

7 period of maybe three years where we're seeing paying

8 off debt, not issuing debt, and that's going to go way

9 down.

10 COMMISSIONER MARTZ: Yeah, I see. Just out of

11 curiosity, in talking to your national advisors, what

12 are they suggesting to you as far as the rating

13 agencies' views of the organization as you start

14 programming stuff out? Do you have any conversations

15 with that, raise it?

16 MR. WHITE: We haven't had recent ones. SAP,

17 of course, moved this up earlier this year, and part

18 of that was really a wonderful thing because they

19 changed their criteria in terms of looking at debt.

20 Typically, they looked at the revenue bond part as

21 opposed to the PDP bonds or the subordinate bonds

22 separately. With their new criteria, they began to

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

1 look at them as kind of looking at it overall. So to

2 be honest with you, I had crossed fingers in terms of

3 that.

4 COMMISSIONER MARTZ: But will they see this

5 story, Jim, as a whole?

6 MR. WHITE: Right.

7 COMMISSIONER MARTZ: They have to revisit even

8 their previous review and re-review. I mean the

9 potential for upgrade is obviously there again.

10 MR. HANSON: The things that they consistently

11 go into are like the boardwalk ad of many years ago.

12 The concerns that they have is that sometimes we don't

13 do things based on the bond holders’ interests.

14 That's their concern.

15 MR. WHITE: Right.

16 COMMISSIONER MARTZ: Sort of looking for

17 stability in this group and then that governance.

18 MR. WHITE: Right. But in addition to that,

19 the fact is they look at governance. They look at the

20 quality of the leadership. They look at liquidity; at

21 the fact that we have a huge General Fund that gives

22 us so many days outstanding in terms of our ability to

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

1 fund our operating expenses, etc. They look at what

2 we've done in terms of our swaps. In 2015, when we

3 did a swap novation, that actually put us in a much,

4 much better situation because it broke the link

5 between the subordinate debt and the revenue debt to

6 the point where we're far removed from ever being in a

7 situation -- as we were before, where we could

8 potentially have had to, if there was a downgrade, to

9 collateralize our swaps. So they're looking at all

10 those factors.

11 We have a good story to tell. Sometimes I

12 think what you see is the change in analysts. They

13 don't necessarily always see the story over a couple

14 of years’ period, so sometimes we've got to re-educate

15 them, and I think that's the case, particularly

16 recently. But at least we've been successful with

17 SAP.

18 MR. HANSON: When they introduced the new

19 criteria, we met with them, and it sounded like a

20 canned speech that they were giving everybody.

21 They're preparing you really to go down. And I

22 exploded during the call because I was like with all

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

1 these things, and now you're telling us you're going

2 to … and the analyst was like, no, I'm just telling

3 you that things are different now. And then we wound

4 up actually going up.

5 COMMISSIONER MARTZ: Again, my gut just tells

6 me that 12 months of this kind of performance, you

7 want to take the message on the road. You want to

8 praise them.

9 MR. HANSON: They're talking about coming

10 here.

11 COMMISSIONER MARTZ: Oh, you should. You

12 should absolutely have them do that.

13 MR. HANSON: It would be great if we could

14 actually see participation.

15 COMMISSIONER MARTZ: And we should see the

16 Board's participation in that from both sides of the

17 river really. Sorry, Jim.

18 MR. WHITE: Right, very good. It's in our

19 game plan.

20 MR. HANSON: That would be great.

21 CHAIRMAN NASH: Are there any other questions

22 for Jim? Seeing none, I'll go to the second item,

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

1 which is a Resolution Determining that Net Revenues

2 Satisfy the Net Revenue Requirement for the 2016

3 Fiscal Year. Is this a bit premature?

4 MR. WHITE: Say again?

5 CHAIRMAN NASH: Is this resolution premature?

6 MR. WHITE: No. Actually, we have a

7 requirement to submit this to our bond trustees by

8 December the 1st.

9 CHAIRMAN NASH: Okay.

10 MR. WHITE: It helps me, actually; as part of

11 the bond indenture, there are two net revenue

12 calculations that we have to do. There is the one

13 calculation that we do for the present fiscal year;

14 this is what we call the 509 requirement, which you

15 see in front of you.

16 When we pass the Operating Budget in December,

17 we will also have to provide a certification -- the

18 515 certification, which is projected to show our

19 ability to have net revenues higher than our expenses

20 and our debt for the next fiscal year, the year 2017.

21 That requirement is that we must provide that to them

22 by December 31st.

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

1 So we have two requirements: the 509 which is

2 required by December 1st and the 515 which is then

3 required as part of the budget package on December 31.

4 So, if you'll just turn to the certificate you'll see

5 that we do a calculation on the estimated 12-month net

6 revenues. We're anticipating that our bridge tolls, if

7 they continue at this rate, will be somewhere around

8 $312 million, which is up significantly from last

9 year.

10 You have interest and other income related to

11 the Revenue Fund. And then, as part of this

12 calculation, you take out all of the Revenue Fund

13 operating expenses -- that is essentially the DRPA

14 operating expenses and our administrative expenses --

15 and then you come up with a calculation for net

16 revenue. So, in this case, the net revenues are

17 estimated to be around $228 million. So, you can see

18 that our bridges do a great job bringing in a whole

19 lot more money than they expend.

20 Then there are two different calculations for

21 the net revenue requirement. One is based simply on

22 the debt service; so, you can see our debt service for

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

1 the revenue bonds only. It does not include the Port

2 District project bonds of around $112 million. So, a

3 calculation is based on that. In addition, there is a

4 calculation that is made using the debt service and

5 the PATCO subsidy; you can see the estimated operating

6 subsidy for PATCO, including the Locust Street subway

7 lanes. We do those two calculations, and whichever is

8 the larger number, we subtract that number from the

9 $228 million. So, we satisfy the net revenue

10 requirement.

11 CHAIRMAN NASH: Are there any questions on the

12 resolution? Seeing none, I will accept a motion to

13 move this item to the Board for its consideration.

14 COMMISSIONER MARTZ: So moved.

15 CHAIRMAN NASH: Is there a second?

16 COMMISSIONER DiANTONIO: Second

17 COMMISSIONER NASH: All in favor?

18 ALL: Aye.

19 CHAIRMAN NASH: Opposed? The motion carries..

20 CHAIRMAN NASH: The third item is In-Kind

21 Support for Employee-Funded Charitable Giving and

22 Fund-raising Campaigns. Ms. Brown?

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

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

2 Staff is seeking Committee approval to continue the

3 In-Kind Support for Employee-Funded Charitable Giving

4 Events and Campaigns. The campaigns are generally

5 organized and coordinated by four departments:

6 Customer Service, Community Relations, Benefits

7 Administration, and Public Safety. The value of

8 staff, time, and materials is approximately $1,500

9 annually. The materials generally include the

10 photocopying or creation of posters or flyers when the

11 organizations cannot provide those.

12 In addition, we use the Authority's e-mail

13 system to notify employees about the campaigns and the

14 events. Past Employee-Funded Charitable Giving

15 Campaigns include: Wear Red for Women, in support of

16 the American Heart Association; Wear Jeans for Babies,

17 in support of March of Dimes; Wear Pink for the Cure,

18 in support of Susan G. Komen Foundation; and, food

19 drives in Pennsylvania and New Jersey. Employees

20 donate canned and dry goods and those goods are

21 distributed to agencies and organizations in

22 Pennsylvania and New Jersey that have been vetted by

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

1 the Department of Human Relations and ultimately

2 approved by the CEO.

3 CHAIRMAN NASH: I will accept a motion to move

4 this item to the Board for its consideration.

5 COMMISSIONER DiANTONIO: So moved.

6 CHAIRMAN NASH: Is there a second?

7 COMMISSIONER FENTRESS: Second.

8 CHAIRMAN NASH: All those in favor?

9 ALL: Aye.

10 CHAIRMAN NASH: Opposed? The ayes have it.

11 Next is the Capital Budget. And this one

12 we're probably not going to cut you short because this

13 is very, very important.

14 MR. WHITE: Actually, I will be short on this

15 one because Mike Venuto is going to present it.

16 Essentially, there's a lot of hard work that's been

17 done by my staff, by Mike Venuto and his engineers --

18 and particularly Lennart, in terms of pulling this

19 together. He is circulating for you the most recent

20 copy of the Capital Budget. After their presentation,

21 we will ask for approval to move the resolution to the

22 Board.

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

1 CHAIRMAN NASH: Jim, a couple of questions.

2 First, is this different than what was e-mailed to us

3 yesterday? Is it the same?

4 MR. WHITE: It's the same.

5 CHAIRMAN NASH: And the second, has this been

6 presented to the O&M Committee?

7 MR. WHITE: Yes.

8 MR. VENUTO: Yes, yesterday.

9 CHAIRMAN NASH: Did O&M Vote on it?

10 MR. VENUTO: Typically, we don't ask them for

11 a vote. We only ask for a vote from the Finance

12 Committee. But, we go over it with the O&M Committee

13 and we presented it to them yesterday.

14 CHAIRMAN NASH: No revisions suggested?

15 MR. VENUTO: We didn't have any revisions

16 after yesterday.

17 CHAIRMAN NASH: All right, that's what I

18 wanted to know.

19 MR. VENUTO: We're going to talk about what

20 was e-mailed, which is what we went over with the O&M

21 Committee. We did explain, and I'll get into it that

22 later, that the capital labor part of the budget is

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

1 still in a bit of flux. We're still tweaking some of

2 those numbers. But, we did explain that the final

3 number for 2017 may change due to the capital labor,

4 but not due to the projects themselves.

5 CHAIRMAN NASH: Great, thank you.

6 MR. VENUTO: Good morning, Commissioners.

7 What I'd like to do is explain the process of how we

8 get to the budget. I know some Commissioners are on

9 the O&M Committee and heard this yesterday, so I

10 apologize. I'll briefly go through the process and

11 explain how we got here. As Jim mentioned, to my

12 right is Len Rustam. He has been with the Authority

13 since March of this year, and he has been working with

14 us to work with the budgets in the SAP system. This

15 is the first year that we're actually budgeting within

16 the SAP system. Len will explain some of the details

17 of the projects; we'll take a couple of the big

18 projects from each of the bridges and PATCO and talk

19 about how they are going and how they affect the

20 overall budget. Then we can take questions.

21 CHAIRMAN NASH: Thank you. Welcome aboard,

22 Len.

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

1 MR. VENUTO: So, as we said, we went over this

2 with the O&M Committee yesterday. The Finance

3 Department puts out a budget call in July. Staff

4 throughout the Authority -- including all of the

5 operations units of the bridges and PATCO and within

6 the Engineering Department, put in their requests for

7 the Capital Budget. The Engineering Department is

8 responsible for putting together the overall Capital

9 Budget for all of the departments.

10 Once we get the forms, we typically are

11 somewhere in the $180- $200 million range of requests

12 per year. We know that's not feasible for us to do in

13 a one-year period. So, at that point, we meet with

14 each of the operating facilities, each of the bridges

15 individually, and with PATCO. We start looking at

16 prioritizing projects across each facility.

17 Once we get them in a priority order per

18 facility, some projects wind up getting phased out

19 into other years. Then we start looking at what we're

20 capable of doing at each facility. For instance, we

21 can only have so many lane outages and so many track

22 outages, things like that. As we look at the projects

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

1 per facility, we kind of spread them out, and then we

2 still have some work to do from that.

3 After meeting with each facility, and with the

4 Engineering managers and group, we start looking at

5 the throughput of the agency as a whole. For instance,

6 how do the interrelationships work; do any of the

7 projects work between bridges? Sometimes we'll

8 combine projects. For instance, we had a big project

9 on the bridge at PATCO where we couldn't have lane

10 outages on the Ben Franklin Bridge at the same time.

11 So we start looking at that, the capacity. There's

12 only so much throughput through Engineering, and every

13 project pretty much touches every group here at the

14 organization. So we look at the capacity of

15 Engineering, of Legal, of Finance, of the Office of

16 Business Development, and we start paring it down from

17 there.

18 This year, the results started coming in of

19 our biannual inspections. So we looked at how that

20 affects and how that work got planned into the Capital

21 Budget to do projects.

22 MR. HANSON: Mike, I'm not sure if you said

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

1 this in the beginning, but the vast majority of the

2 projects in the Capital Budget come from the biannual

3 inspection, right? Both in terms of actual number of

4 projects, but even more in terms of percentage of

5 dollars; that's really where they come from.

6 MR. VENUTO: Yes. Every two years we do the

7 biannual inspection on the bridges and PATCO. That

8 makes up the backbone the capital projects or capital

9 program. Also, the operations groups and the

10 Engineering group identify projects.

11 The budget that you have in front of you is

12 color-coded. You'll notice -- starting on page 13,

13 it's the five-year plan. But, we budget year-to-year,

14 so the first pages are the 2017-specific budget, and

15 then, starting on page 13, is our five-year program.

16 To explain why you see some color-coding back

17 at the back of the book; we started a number of years

18 ago to categorize some of the projects. The projects

19 that are color-coded red are generally projects that

20 are a result of the biannual inspections or that our

21 Facility Operations and/or Engineering Department

22 identified as having to do with the structure and

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

1 integrity of the facilities.

2 The colors are like a traffic light; red,

3 yellow, and green. The yellow projects are the ones

4 that, if we had to remove projects, those would be

5 sort of cautionary, but not critical. They have to do

6 with the general, daily operation in and around our

7 facilities. They are things like HVACs, storage

8 buildings; things that, if we don’t do them this year,

9 we still can operate the bridges and we still can

10 collect tolls.

11 And then the green projects are customer

12 enhancement projects. The VMS signs, the decorative

13 lighting, those types of things are customer

14 enhancement projects that we're doing across all the

15 facilities.

16 The 2017 budget is approximately $158 million.

17 As we talked about earlier when you asked if these

18 were the final numbers, we're still tweaking the

19 capital labor. As the Operating Budget gets

20 developed, there is that dichotomy between the

21 Operating Budget and the Capital Budget and at the

22 facilities and Engineering, even throughout the

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

1 organization. When we're working on capital projects,

2 our labor gets associated to those capital projects

3 and not necessarily through the Operating Budget.

4 That process is still ongoing. We'll talk about how

5 we're going to present the Summary Statement when we

6 get to that part.

7 The overall five-year program is about

8 $754 million. That’s down from over a billion

9 dollars, $1.1 billion, from five years ago.

10 MR. HANSON: And that's when we started the

11 color-coding. Before that, the Capital Budget became

12 almost more of a wish list than a budget. We wound up

13 having problems with the rating agencies because they

14 were concerned about affordability, and so that's when

15 we adopted the color-coding. It was a big partnership

16 between Finance and Engineering to meet to pare it

17 down. A lot of -- I guess you would call them green

18 projects, went out the window back then. So we've

19 reduced the budget by probably over $300 million.

20 CHAIRMAN NASH: Can I ask a question? Many of

21 these projects are partially federally-funded. Do you

22 identify which ones? I was trying to figure out,

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

1 looking at the five-year capital plan, which ones; how

2 much is federal, how much is DRPA.

3 MR. VENUTO: Yes. The overall numbers when

4 you're looking at the Capital Budget is net of federal

5 funding.

6 CHAIRMAN NASH: Oh, I see.

7 MR. VENUTO: The $158 million and the

8 $754 million are DRPA dollars. That's all net of

9 federal funding. Now, this budget, if you look in

10 there, there are the federal projects. We are getting

11 federal funding for a number of these projects, so in

12 the end, the dollar figures come out. But that's a

13 very valid point. We were actually doing -- when we

14 accomplish these projects, we're doing more dollar

15 value work than what you actually see as capital

16 spending because the federal dollars are on top of

17 what we spend.

18 MR. HANSON: The federal funds are only

19 associated with PATCO projects.

20 MR. VENUTO: As a general rule, the federal

21 money is for the PATCO projects. We are getting some;

22 like, for instance, on the Ben Franklin Bridge, we had

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

1 some FHWA money. And we had some of the projects

2 grant-funded and used DOT money for the bike ramp.

3 But if we could turn to page 13, Mr. Chairman,

4 and look at the top where it says ‘Ben Franklin

5 Bridge’ and then down at the end of that section where

6 it says ‘Ben Franklin Bridge Projects Subtotal’ --

7 below that it will say ‘Less Federal Share.’ So

8 you'll see $4,286,000 in that 2017 column for the

9 ‘less federal share.’ That will show that we're doing

10 approximately $18 million worth of work on the Ben

11 Franklin, and then $4,286,000 would be taken out for

12 federal.

13 CHAIRMAN NASH: I understand. Is the $750

14 million total figure net of federal funds?

15 MR. VENUTO: Yes, sir.

16 MR. WHITE: Yes.

17 CHAIRMAN NASH: What's the gross?

18 MR. WHITE: If you look at page 17, you’ll see

19 $118 million that's related to PATCO. So, if you add

20 the $118 plus the $7, you're at around $125 million.

21 MR. VENUTO: So generally, on page 17 for the

22 DRPA, for PATCO, we have a separate section of PATCO

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

1 projects. So, we'll have a PATCO section that's just

2 DRPA funded, and then a PATCO section that is DRPA and

3 FTA funded. So in the ‘Less Federal Share’ on that

4 DRPA/PATCO funded section, if you look out all the way

5 in the right-hand column under ‘Totals’ -- look under

6 the ‘Less Federal Share, there is about $118 million

7 of federal funding included in that section for PATCO

8 projects over the five years.

9 CHAIRMAN NASH: And my second question is how

10 come the technology is not color-coded? Does that

11 mean it's all being funded?

12 MR. VENUTO: Yes. Back when we started the

13 color-coding, a lot of the projects that John talked

14 about as wish list projects were on the bridges and

15 PATCO; so that's where we did the color-coding, and

16 they're not identified through line-out specials.

17 COMMISSIONER MARTZ: So when we are projecting

18 out the funding and removing the federal share, we’re

19 comfortable that in 2018 we're spending $72 million on

20 PATCO projects and that we are going to draw $31

21 million. We know the match is based on that amount of

22 spend, right?

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

1 MR. VENUTO: I'll try to explain, and maybe

2 John can jump in here. We have a certain amount of

3 funding that we already know we're getting. We have

4 grants already allocated to us. So, they come and

5 they draw down, they're already assigned.

6 COMMISSIONER MARTZ: Sure.

7 MR. VENUTO: We have other grants that have

8 already been appropriated to the DRPA where we're

9 still doing the grant agreements or we know that money

10 has already been allocated. And then in the very

11 out-years, we had taken based on what we've gotten the

12 last couple of years, we have taken I will even say a

13 conservative estimate of.

14 COMMISSIONER MARTZ: Reasonable assumption,

15 I've got it.

16 MR. HANSON: Yes, right.

17 MR. LOTIERZO: Basically, we get FTA money

18 every year; it's based on a formula grant for the

19 region, so we know that's going to be around

20 $12 million a year. Plus, there's some transit

21 security grants that we get money for every year,

22 grants people go after. I think there is another

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

1 grant out there for the Transit Car Overhaul Project

2 that's going to be coming in soon.

3 MR. VENUTO: The Grants Department is looking

4 for money all the time; any time a new opportunity

5 comes up, they're filing for it. Similar to when we

6 got the bike grant, we got some additional money this

7 year. And, like John said, we have -- I think, over

8 $70 million in the Car Overhaul Program. But, the

9 Grants Department is continuing as more opportunities

10 open up to try to get some more funds for that

11 project.

12 COMMISSIONER MARTZ: But from a bridging

13 perspective, there's no Homeland Security dollars and

14 things that we're drawing down or finding grants for?

15 I'm just curious.

16 MR. VENUTO: We do look for them. There are

17 just not as many. We've had some Homeland Security

18 money, when we did the hardening and things like that.

19 It's just not as plentiful as the FTA dollars.

20 MR. HANSON: It doesn't really move the

21 needle. The biggest piece of it is FTA funding. It's

22 associated with PATCO, and it's formula-related.

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

1 MR. LOTIERZO: There were two Homeland

2 Security projects. We had about a little over

3 $800,000 for two projects, for cameras and access

4 control.

5 MR. VENUTO: So as you flip through it, you

6 can see we have many big projects. I would say we

7 have a fairly aggressive program, as we have had for

8 the last number of years. As the facilities age, you

9 have to take a proactive approach. We're out there

10 with the biannual inspections every two years. We've

11 taken the proactive approach to stay on top of the big

12 projects.

13 We know every project is not going to go

14 according to plan for 2017. And if we budget it that

15 way, if everything went right, we spend the total, the

16 budget would be way higher than we can reasonably

17 spend. So we do take some reasonable assumptions,

18 knowing that in every project we're going to hit some

19 weather, we're going to hit some delays and those type

20 of things. Sp. we try to reasonably factor in some

21 assumptions based on previous years in order to get to

22 a reasonable number that we believe we can execute.

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

1 So, with that, I'm going to ask Len to go

2 through a couple of the big projects and then ask

3 questions.

4 MR. RUSTAM: Good morning, Commissioners. I'm

5 going to run through this fairly quickly. If you have

6 any questions, feel free to stop me.

7 The first project we're looking at is BF1601,

8 on page 13. It is the Maintenance Painting and Steel

9 Repairs. Deficiencies were noted in the last biannual

10 inspection. The last painting project was in 1999,

11 and this is a project to address some of the

12 deficiencies noted in the last biannual inspection,

13 plus maintenance painting on top of that.

14 MR. RUSTAM: BF1602, on page 13, is Bridge

15 Deck Resurfacing and Deck Joints; this was identified

16 in the biannual inspection. It was last repaved in

17 2004 and the deck was last redone in 1985. This is a

18 combination of multiple repairs. It's going to be a

19 total resurfacing and expansion joint repairs

20 throughout the bridge.

21 BF1901 is an effort to install Cable

22 Dehumidification. We're currently underway with an

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

1 investigatory project of the cables to determine their

2 current condition.

3 BF1302, the South Walkway Bicycle and

4 Pedestrian Ramp, will provide ADA and bike access

5 across the entire bridge. The total cost there is

6 about $10.2 million.

7 The Walt Whitman Bridge, WB1301, De-Leading

8 and Repainting. We're currently in Phase 3. The

9 total project cost that's remaining is around $30.3

10 million. Again, this was noted on the biannual

11 inspections.

12 WB1503, Corridor Rehabilitation at I-76, PA

13 Approach. Again this was brought up in the biannual

14 inspections. It was last rehabbed in 1993. The

15 project will include structural and concrete repairs

16 and roadway resurfacing, for a total cost of around

17 $20 million.

18 The next item is a new item, the Tower Link

19 Rehabilitation. This was brought up in the biannual

20 inspections. The first phase is a monitoring phase of

21 the pin and link assembly. This is an original part

22 of the bridge. It's about 60 years old. The total

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

1 project cost is around $12 million, which would

2 include future planning for any rehabilitation needed.

3 Continuing onto page 14 with the Commodore

4 Barry Bridge, CB1203, De-Leading and Repainting. This

5 is a three-phrase project with a total remaining cost

6 of around $78 million. We have just completed Phase

7 1, and we are awaiting the start of Phase 2.

8 The next project is CB1302, Structural

9 Rehabilitation, Phase 2; the total project cost is

10 around $9.9 million. This was, again, brought up in

11 our biannual inspections. It is going to include

12 structural repairs, including bearing concrete and

13 substructure repairs.

14 CB1602, Deck Condition Assessment Feasibility

15 Study and Rehabilitation of Bridge Deck, with an

16 approximate cost around $2.1 million. Every year we

17 do deck repairs to the facilities, and this is an

18 assessment to see the condition of the deck and to

19 determine if we need to make any further repairs.

20 Continuing onto the Betsy Ross Bridge, RB1602,

21 BRB Painting and Steel Repairs. The biannual

22 inspections noted deficiencies that needed correction

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

1 with the structural steel and the consultant has

2 recommended a full removal and repaint of the bridge.

3 It was last painted in 1988.

4 New Jersey Approach Roadway Resurfacing is a

5 new item. This was noted in the biannual inspections.

6 It's kind of a combination of the Union Avenue and

7 Route 130 Overpass Project. This will include a full

8 mill and overlay and full deck reconstruction where

9 needed on the New Jersey side of the bridge.

10 Continuing onto page 15 … Mike, did you want

11 to take that?

12 MR. VENUTO: If I could, I'll address the

13 GCS16, the third or the fourth one down, ‘General

14 Construction Services.’ For many years we've used the

15 two lines above, the General Engineering Consulting

16 Services and the Program Management for Capital

17 Projects, as on call for the consulting engineers.

18 What we would like to do -- and we've talked about it

19 in the past, this will be the first time that this is

20 a new item for the budget. It will be the first time

21 we add it.

22 What we would like to do for the year 2017 is

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

1 have on-call services for our contractors for task

2 orders, similar that we would give to engineers for

3 smaller engineering projects. And we'll be back to

4 the O&M Committee to talk about how we implement this.

5 But the plan is to bid -- similar to what the DOTs and

6 other agencies do, to bid out services, on-call

7 services, for contractors; we'll get pricing on the

8 unit rates for labor and then unit rates for materials

9 for on-call services if a project comes up.

10 We typically do lots of work on a number of

11 in-house projects with our own forces at each of the

12 facilities and we will continue doing that. Actually,

13 that trend has been increasing; We've been doing more

14 and more work in-house. However, there are some

15 projects that are either beyond our capability or

16 beyond the equipment that we have readily available to

17 us. For those projects, it is more efficient to have

18 a contractor; likewise, if there's an emergency that

19 we can't get to.

20 So, there's nothing planned. There are no

21 projects planned for that particular item, but we

22 wanted to have that in the budget to pursue that later

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

1 on this year.

2 MR. RUSTAM: Continuing onto page 16, the

3 PATCO/DRPA funded projects, PD1205 --

4 CHAIRMAN NASH: One minute, just to clarify

5 what you're saying. You do an RFP for all those

6 contractors, right? It's not as though you're

7 selecting contractors arbitrarily?

8 MR. VENUTO: Correct. We would do a bid

9 through our normal bid process. When we need

10 engineers we do an RFP process and we select engineers

11 who are on a qualified list. Then, when we have a job

12 that they're able to do, we have this task order

13 proposal. We review that task order proposal, and we

14 have limits on tasks we can give.

15 Our protocol is going to be to do the same

16 thing for general contractors. So we would bid -- put

17 the plans and specs out for bids. We would have a

18 competitive situation for rates. And then the top two

19 or three contractors would be on that qualified list.

20 And when we have a task, then we would be able to go

21 to them based on rates that they previously provided

22 in a competitive situation.

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

1 CHAIRMAN NASH: Got it.

2 MR. RUSTAM: PD1205, Rehabilitation of Track

3 Structure on the Viaduct at Westmont. This is an

4 ongoing project with a remaining total cost around

5 $7.3 million. It's an effort to replace existing

6 track structure.

7 PD1504, PATCO Hall and Way Interlocking

8 Rehabilitation has about $6.7 million left. John?

9 MR. HANSON: Basically, the term

10 ‘interlocking’ for PATCO refers to switches that allow

11 our trains to go from one track to the other. An

12 interlocking basically has four switches. These two

13 interlockings are adjacent to the City Hall, Broadway

14 Stations. One is original to the line, the other was

15 built in the early '90s. We are replacing those

16 switches, the plates, the rail switches, and switching

17 sheets.

18 MR. RUSTAM: Continuing on, PD1603, Woodcrest

19 Parking Lot Reconstruction. This is going to be a

20 full-depth reconstruction of the lot.

21 PD16-18, PATCO Interlocking and Track

22 Rehabilitation, Phase 2, with a total cost around

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

1 $16 million. Similar to the PATCO Hall and Way

2 interlocking project, back in the early to mid-2000s

3 we had our first phase interlocking project where we

4 placed switches, ties, switch machines at various

5 interlockings on the right-of-way. This is Phase 2

6 and addresses those switches that were not replaced as

7 part of Phase 1.

8 Continuing onto page 17 --

9 CHAIRMAN NASH: Before you go there, on 16, I

10 see in the green column you have station enhancements

11 and reopening Franklin Square. Does that mean you're

12 not doing that this year?

13 MR. VENUTO: No. Any other projects here that

14 are shown with money in 2017 we were planning to --

15 once the budget is approved or if it's approved, we

16 plan to execute those projects. The only reason why

17 they're green is to show they're customer

18 enhancements rather than identified as a biannual

19 project, that sort of thing.

20 MR. HANSON: So, everything that's in the

21 budget we're recommending to be funded, well, subject

22 to the Commissioners' input.

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

1 CHAIRMAN NASH: Got it.

2 MR. RUSTAM: Page 17, PATCO/DRPA and FTA

3 Funded; these are the projects that receive the

4 majority of the FTA funds here.

5 PF0503 is the Rehabilitation of the Fleet. We

6 have approximately $90 million remaining in that.

7 We're almost halfway, I'd say, right, Mike, to the

8 fleet?

9 MR. VENUTO: Not quite, about 30 percent.

10 MR. RINK: By the end of the year, we should

11 have one-third of our fleet replaced and in service.

12 CHAIRMAN NASH: I got a new car going, and I

13 got a new car coming back yesterday.

14 MR. VENUTO: They worked well?

15 CHAIRMAN NASH: They did. They worked great.

16 They're beautiful.

17 MR. RUSTAM: PF1202 is the Lindenwold Yard

18 Track Rehabilitation and Lindenwold Viaduct. Again,

19 this is replacement of the yard tracks and the track

20 structure on the Lindenwold Viaduct, with a total cost

21 of around $48.5 million.

22 PF9903, the Embankment Restoration, Drainage

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

1 Improvements, and Retaining Wall Rehab has a project

2 cost of around $8.3 million. This has to do with a

3 number of repairs throughout the PATCO right-of-way to

4 prevent erosion and preserve drainage and also address

5 fencing.

6 MR. RINK: Just to add to that, this is

7 Phase 5 of the project. It started back in the early

8 '90s, and we've used our federal grant money since

9 that time to get through five phases of this type of

10 project.

11 MR. RUSTAM: PF1201, install elevators in

12 remaining stations; this is an effort to install

13 elevators in the remaining six stations that are not

14 ADA accessible. This will make the whole transit line

15 ADA compliant, with a total project cost of around $27

16 million.

17 Finally, in technology, TE1501, the

18 Replacement of the BRB and CBB fiber, the total

19 project cost of $8 million. This is a replacement of

20 the fiber lines going across Betsy Ross Bridge and

21 Commodore Barry Bridge.

22 COMMISSIONER MARTZ: Real quick, 0702, the ERP

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

1 System, is that new, or is that just a continuation?

2 MR. HANSON: It's a continuation.

3 MR. WHITE: Correct.

4 MR. RUSTAM: Any other questions?

5 COMMISSIONER MARTZ: No. Thank you.

6 MR. WHITE: Briefly, I will just mention that

7 Mike and Lennart have gone through the major projects.

8 You'll also see in your packet various schedules. For

9 example, on page number 7, there are DRPA projects,

10 miscellaneous projects by facility. Schedule B on

11 page 8 is furniture and equipment necessary or

12 requested for various facilities. Schedule D has some

13 miscellaneous projects relating to PATCO. There are

14 some smaller technology projects that are shown on

15 page number 10. And on page number 11, Schedule B,

16 you see DRPA vehicles and related equipment.

17 As Mike said at the outset, after Engineering

18 pulls together all of the requests, we go through a

19 Capital Budget hearing. We vet both the major

20 projects and each of the individual schedules, asking

21 questions to the Ben Franklin Bridge director, same

22 thing for Walt Whitman, Commodore Barry, PATCO, etc.

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

1 As we go through that process, where possible we cut

2 the numbers based on clarifications that we get. But,

3 I just wanted you to be aware of the reason for the

4 schedules being differentiated from the major

5 projects.

6 So, if you would go, for example, go to page

7 number 1. Page number 1 shows you the 2017 Capital

8 Budget, and that's what the resolution is really

9 asking you to do, to pass funding for 2017,

10 recognizing that we have a five-year capital program,

11 but we look for funding solely for 2017. You'll see

12 the number there, total capital program $158,213,000.

13 Included in those are the major projects. And then

14 you'll see a line there that says ‘All Schedules.”

15 That includes vehicles, furniture, miscellaneous

16 projects -- whether it's replacement of a boiler or

17 whatever, all those schedules are shown; the amount

18 to that is $7,994,000. I just wanted to make sure

19 you're aware of that in your packet.

20 MR. HANSON: Put another way, when you look at

21 page 1, you're approving the Capital Plan for 2017

22 only. You're not approving the entire five-year

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

1 Capital Plan. However, we have given you what the

2 2017 projects are and what the projected cost is.

3 So, you're approving us starting or continuing

4 $158 million worth of projects, but the conclusion of

5 it is we take $665- $663 million, which is most of the

6 capital five-year plan to finish.

7 MR. VENUTO: And if I can add one other thing;

8 we approve the budget moving forward when we approve

9 these projects, as John explained earlier. As we

10 present this, it's all the projects we plan to move

11 forward on. But keep in mind that for any capital

12 project that's in here where we have to go to a

13 consultant for design or a contractor for a

14 construction project, each of those individual

15 projects, each of the individual parts of the project,

16 this only funds the project. We come back to the O&M

17 Committee for a design contract. We come back to the

18 O&M Committee for construction projects and the like.

19 CHAIRMAN NASH: Mike, we've been working, as

20 you know, on the Sustainability Plan. Is any of the

21 projects flowing from the Sustainability Committee

22 incorporated in this? Christina?

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

1 MS. MARONEY: Yes. John?

2 MR. RINK: Yes.

3 CHAIRMAN NASH: Where?

4 MR. VENUTO: For PATCO, there's some projects

5 listed on the one schedule, on page 9. You have the

6 electric vehicle charging stations. You also have

7 replacement of parking lot lighting LED fixtures.

8 17011, the Lindenwold HVAC installation of the

9 variable speed drive. There are smaller projects are

10 listed in that schedule.

11 And then back on page 16, Vice Chair, you see

12 we have new LED lighting for our shop complex. You

13 also have the Energy Steward System.

14 CHAIRMAN NASH: Just for PATCO or --

15 MR. VENUTO: That's a PATCO project, too.

16 MS. MARONEY: And, Commissioners, I met with

17 my team yesterday, and we actually scrubbed the

18 Capital Budget; any opportunity there for a

19 sustainable design component will be discussed,

20 considered, and then hopefully incorporated into the

21 project design, so it's not just PATCO. There are a

22 lot of other projects that aren't specifically

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

1 sustainability projects, but they have sustainability

2 aspects; whether it's replacement of boilers,

3 chillers, HVAC units. There are also bank

4 stabilization projects. And Mike and Len, you could

5 probably expand a little bit more.

6 CHAIRMAN NASH: No, that's good, as long as

7 we're comfortable that the work that we're doing is

8 somehow translated into the Capital Budget.

9 MR. VENUTO: Yes. We were looking. It does

10 translate to the Capital Budget in those projects, so

11 it will be incorporated, as Christina said. We have

12 someone who is really looking into sustainable design

13 practices, and we have put language in our RFPs.

14 We've even gone so far as to add some language in the

15 construction contracts about construction waste debris

16 and all those type of things as we work forward in the

17 Capital Program.

18 CHAIRMAN NASH: Thank you.

19 MR. WHITE: Are there any other questions on

20 the Capital Program?

21 CHAIRMAN NASH: No. I just want to say that

22 this Capital Budget is outstanding, and I want to

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

1 congratulate everyone who is participating in that.

2 It has covered every single base, incorporates some of

3 the progressive projects that we've talked about;

4 we're going to finish the car rehabilitation, the bike

5 ramp finally off the Ben Franklin Bridge, the

6 sustainability issues, possible expansion into

7 Franklin Square, and the station enhancements which

8 desperately need to be done. And it's all done within

9 the money that we have in-house, so there is no need

10 to go out and borrow or raise tolls. I think that you

11 have done -- and the color-coding in particular is

12 very helpful, an outstanding job, you and your team,

13 Mike, and the administration that worked on this. I

14 do want to express my congratulations. And, I think I

15 speak for all, everybody here.

16 MR. VENUTO: Thank you.

17 MR. WHITE: If we can turn to the resolution,

18 just a couple of clarifications I'd like to make here.

19 Again, this again is the culmination of a four- to

20 five-month, maybe six-month process. Even though the

21 budget call starts in July, Mike's group particularly

22 and some of the other groups are actually working on

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

1 the projects even before we have the budget call.

2 Again, we're looking to pass the Capital

3 Budget for 2017 for, as it says here, $158,213,000.

4 Now, as of this morning, we've done some additional

5 calculations. If you need clarification on that, I'll

6 ask Lennart to talk about them. But one of the things

7 is that the Capital Budget includes Capital Labor.

8 We've done a run this morning. I think we're heading

9 around $600,000 or so to the Capital Labor figure.

10 So, we'd like to amend the number shown in the

11 resolution to say a net spending, because we're still

12 tweaking numbers, not to exceed $159 million. So

13 we're replacing that number -- the $158,213,000; when

14 we finally submit it to the Board will be reworked.

15 MR. HANSON: I just want to put a final point.

16 When we talk about numbers being tweaked, it's only

17 the capital labor numbers that we're going to change,

18 no other numbers. And the issue is that there is a

19 more direct and far more sensitive connection between

20 Operating and Capital Labor in the SAP system than we

21 had in the past. So, as they work the Operating

22 Budget, there will be changes that are not going to be

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

1 material in amount, but the numbers will change a

2 little bit, not materially. It's only related to

3 Capital Labor, and it's a function of there's going to

4 be so many heads budgeted. Whatever is not on the

5 Operating side is on the Capital side and as they

6 refine the Operating Budget to make sure that it's

7 within the guidelines we've been given by the Board

8 and the Governors' offices, there may be changes that

9 are not material in amount, but the numbers will

10 change a little bit.

11 MR. WHITE: Right. As John said -- and thank

12 you for that refinement, essentially we're not

13 changing any of the projects. We're just going to be

14 adjusting this for the Capital Labor. So, the numbers

15 here are going to change a little bit.

16 To answer one of your previous questions,

17 Chairman, the net of the Federal State Grants is shown

18 here. The estimated number of $29.7 million is part

19 of the 2017 plan. As it relates to funding required

20 to complete projects, that number -- we're looking to

21 adjust that number to $656,500,000. And finally,

22 where it says the multiyear capital program proposes

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

1 total net expenditures of $754,747,000, we're looking

2 to adjust that number to $755,500,000.

3 MR. HANSON: For purposes of moving it out of

4 Committee we are using a ‘not to exceed’ number, but

5 we will have the final number in the resolution.

6 CHAIRMAN NASH: Okay. Are you going to be

7 giving the full Board an overview of the Capital

8 Budget before the vote?

9 MR. WHITE: We certainly can do that.

10 CHAIRMAN NASH: Okay. I think that's

11 important.

12 MR. WHITE: We've done that in the past.

13 CHAIRMAN NASH: I think most of the

14 Commissioners have had a taste of it, but I think it's

15 important that it be presented in public before the

16 vote and all the Commissioners be given an opportunity

17 to weigh in. Given those amendments --

18 MR. WHITE: One final thing, one final

19 comment, and then I'll ask for Finance Committee

20 approval. In addition, there is some wording I want

21 to add that essentially gives us permission to move

22 money around as needed. So, for example, if we're

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

1 underfunded in a particular project but we need

2 additional funds for another project, to essentially

3 shift those internally.

4 CHAIRMAN NASH: Right.

5 MR. WHITE: It doesn't increase the Capital

6 Budget number at all. It just gives us authorization.

7 CHAIRMAN NASH: Gives you the flexibility, if

8 a project goes over with extras, and I'm sure that

9 some projects will go under.

10 MR. WHITE: Right.

11 MR. HANSON: And it doesn't change our

12 contracting ability because that always has to come

13 through the Board.

14 CHAIRMAN NASH: That's right. Any extras have

15 to be approved by the Board anyway. You just need the

16 budget flexibility to do that.

17 MR. WHITE: Exactly, internally.

18 MR. HANSON: I just want to be clear. The

19 review for the Board members, do you want that at the

20 Board meeting before it's proposed, or do you want a

21 special Board meeting?

22 CHAIRMAN NASH: Yeah, but not a special Board

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

1 meeting. I think at the Board meeting, in a public

2 session, the Capital Budget should be identified in

3 public session before the vote, and maybe then you

4 would have comments from the public. I'm not sure how

5 that would work out logistically, but that's the

6 better way to do it, I think, in terms of

7 transparency.

8 So with those amendments, is there a motion to

9 adopt the resolution?

10 COMMISSIONER FENTRESS: So moved.

11 COMMISSIONER DiANTONIO: Second.

12 CHAIRMAN NASH: All those in favor?

13 ALL: Aye.

14 CHAIRMAN NASH: Opposed? So it is approved

15 for the November meeting.

16 MR. WHITE: Thank you.

17 CHAIRMAN NASH: Are there any other items for

18 Open Session? Seeing none, before we go into

19 Executive Session, the Corporate Secretary is going to

20 provide a brief review of the topics which are

21 appropriate for Executive Session and a general

22 description of the items which will be discussed this

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

1 morning. Mr. Santarelli?

2 MR. SANTARELLI: The general subjects to be

3 discussed in Executive Session today include pending

4 or anticipated contract negotiations and pending or

5 anticipated legal issue.

6 CHAIRMAN NASH: With that, I'll take a motion

7 to go into Executive Session.

8 COMMISSIONER FENTRESS: Move the motion.

9 COMMISSIONER DiANTONIO: Second.

10 CHAIRMAN NASH: All those in favor?

11 ALL: Aye.

12 CHAIRMAN NASH: Opposed? There will not be

13 any other items?

14 MR. SANTARELLI: There may be an item coming

15 out of the Executive Session, Mr. Chairman to be

16 presented and voted upon.

17 CHAIRMAN NASH: Okay.

18 (Off the record at 10:15 a.m.)

19 CHAIRMAN NASH: I will now call for a motion

20 to close Executive Session and go back into Open

21 Session.

22 COMMISSIONER MARTZ: So moved.

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

1 COMMISSIONER DIANTONIO: Second.

2 CHAIRMAN NASH: We are back in Open Session.

3 (On the record at 11:16 a.m.)

4 CHAIRMAN NASH: All right, we have one item,

5 and that is the New Jersey Turnpike E-ZPass Memorandum

6 of Agreement. We will participate with the New Jersey

7 Turnpike, South Jersey Transportation Authority,

8 Delaware River Bay Authority, Delaware River Joint

9 Toll Bridge Commission, and the Burlington County

10 Bridge Commission to participate in the agreement at a

11 cost of $2,226,055.34, which is our pro-rata share of

12 revenue. And with that, I'll take a motion for that

13 SS&R to go on the November agenda.

14 COMMISSIONER FENTRESS: Move the motion.

15 COMMISSIONER DiANTONIO: Second.

16 CHAIRMAN NASH: All those in favor?

17 ALL: Aye.

18 CHAIRMAN NASH: Opposed? That will go on the

19 November Board Agenda.

20 So there's no other items for this Finance

21 Committee, I'll take a motion to adjourn.

22 COMMISSIONER FENTRESS: Move the motion.

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

1 COMMISSIONER DiANTONIO: Second.

2 CHAIRMAN NASH: All those in favor?

3 ALL: Aye.

4 CHAIRMAN NASH: Opposed? All right.

5 (Whereupon, the Finance Committee Meeting was

6 adjourned at 11:20 a.m.)

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

1 CERTIFICATE

2 This is to certify that the attached

3 proceedings before the Delaware River Port Authority

4 Finance Committee on November 2, 2016, were held as

5 herein appears, and that this is the original

6 transcript thereof for the file of the Authority.

7

8

9

10 ______Tom Bowman, Reporter 11 FREE STATE REPORTING, INC.

12

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

ITEM NO.: DRPA-16-122 SUBJECT: Resolution Determining that Net Revenues Satisfy the Net Revenue Requirement for the 2016 Fiscal Year, in Accordance with Section 5.09 of the 1998 Indenture of Trust with TD Bank, N.A.

COMMITTEE: Finance

COMMITTEE MEETING DATE: November 2, 2016

BOARD ACTION DATE: November 16, 2016

PROPOSAL: That Section 5.09 of the 1998 Indenture of Trust with TD Bank, N.A., (as successor Trustee by acquisition to Commerce Bank, N.A.) adopted by the Board of Commissioners as of July 1, 1998, provides in pertinent part:

The Authority further covenants that on or before December 1 in each Fiscal Year it will complete a review of its financial condition for the purpose of estimating whether the Net Revenues for such Fiscal Year will be sufficient to satisfy the Net Revenue Requirement for such Fiscal Year and shall, by resolution, make a determination with respect thereto. A copy of such resolution, certified by the Secretary of the Authority, together with a certificate of the Chief Financial Officer, Chairman and Vice-Chairman of the Authority setting forth a reasonably detailed statement of the actual and estimated Revenues, Debt Service Requirement on Bonds and Senior Bonds, Operating Expenses, PATCO Subsidy, Maintenance Reserve Fund deposits, 1998 Rebate Fund deposits and other pertinent information for such Fiscal Year with respect to which such determination was made, shall be filed with the Trustee on or before said December 1.

A Certificate of the Chief Financial Officer, Chairman and Vice- Chairman, to be certified by the Chief Financial Officer, Chairman and Vice-Chairman is attached.

PURPOSE: To fulfill the requirements pursuant to Section 5.09 of the 1998 Indenture of Trust with TD Bank, N.A. SUMMARY STATEMENT 2 Finance 11/02/16 Resolution Determining that Net Revenues Satisfy the Net Revenue Requirement for the 2016 Fiscal Year, in Accordance with Section 5.09 of the 1998 Indenture of Trust with TD Bank, N.A.

BACKGROUND: N/A

SUMMARY: Amount: N/A Source of Funds: N/A Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A DRPA-16-122 Finance Committee: November 2, 2016 Board: November 16, 2016 Resolution Determining that Net Revenues Satisfy Net Revenue Requirement for the 2016 Fiscal Year, in Accordance with Section 5.09 of the 1998 Indenture of Trust with TD Bank, N.A.

RESOLUTION

RESOLVED: That pursuant to Section 5.09 of the 1998 Indenture of Trust with TD Bank, N.A., it is hereby determined that the Net Revenues received and estimated, as of December 31, 2016, will be sufficient to satisfy the Net Revenue Requirement for the 2016 Fiscal Year; and be it further

RESOLVED: That a copy of this Resolution, certified by the Secretary, together with a certificate of the Chief Financial Officer, Chairman and Vice-Chairman setting forth a reasonably detailed statement of the actual and estimated Revenues, Debt Service Requirement on Bonds and Senior Bonds, Operating Expenses, PATCO Subsidy, Maintenance Reserve Fund Deposits, 1998 Rebate Fund Deposits, and other pertinent information (as prepared by the Chief Financial Officer in support of his aforesaid certification) be filed with the Trustee on or before the first (1st) day of December 2016; and be it further

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

SUMMARY: Amount: N/A Source of Funds: N/A Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A DELAWARE RIVER PORT AUTHORITY CERTIFICATE IN ACCORDANCE WITH SECTION 5.09 OF THE 1998 INDENTURE OF TRUST WITH TD BANK, N.A. DATED JULY 1, 1998 TO DETERMINE THAT NET REVENUES SATISFY THE NET REVENUE REQUIREMENT FOR THE 2016 FISCAL YEAR (thousands of dollars) DRAFT

Unaudited Eight Estimated Twelve Months Ending Months Ending 8/31/2016 12/31/2016 NET REVENUES: Revenues: Bridge tolls $215,493 $311,864 Interest and other income 6,064 8,901 Total Revenues 221,557 320,765

Less Operating expenses: Bridge and Administration 61,006 92,212

NET REVENUES $160,550 $228,553

NET REVENUE REQUIREMENT (greater of A or B shown below): Debt Service Requirement: 2008 Revenue Refunding Bonds 22,197 33,295 2010 Revenue Refunding Bonds 26,437 39,656 2010 Revenue Bonds 10,286 15,429 2013 Revenue Bonds 15,770 23,655 Total 74,689 112,034

Deposit to Debt Reserve Fund 0 0 Deposit to 1998 Maintenance Reserve Fund 0 0 PATCO Subsidy: Operating subsidy 12,851 22,144 Locust Street Subway Lease 2,525 3,790 Total PATCO Subsidy 15,375 25,934 Total Senior Debt Service / PATCO Subsidy) 90,065 137,968

A)NetRevenueRequirement@105% $94,568 $144,867

B)120%ofDebtServiceRequirement $89,627 $134,441

NETREVENUEREQUIREMENT(greaterofAorBabove): $94,568 $144,867

CERTIFICATE OF THE CHIEF FINANCIAL OFFICER, CHAIRMAN AND VICE-CHAIRMAN I hereby certify that the foregoing, to the best of my information, knowledge and belief, is a correct statement of the estimated Net Revenues and Net Revenue Requirement as calculated in accordance with the 1998 Indenture of Trust with TD Bank, N.A.; and further, for the 2016 Fiscal Year, that estimated Net Revenues of $228,553 are sufficient to satisfy the Net Revenue Requirement of $144,867; and further, that Net Revenues available for transfer to the 1998 General Fund for the 2016 Fiscal Year willbe sufficient to provide payment in full of the sum of the PATCO Subsidy and debt service (included any deposits to any debt service fund) due and unpaid on Subordinated Indebtedness in those fiscal years.

Dated: Chief Financial Officer

Dated: Chairman

Dated: Vice-Chairman SUMMARY STATEMENT

ITEM NO.: DRPA-16-123 SUBJECT: In-Kind Support for Employee-Funded Charitable Giving and Fund-raising Campaigns

COMMITTEE: Finance Committee

COMMITTEE MEETING DATE: November 2, 2016

BOARD ACTION DATE: November 16, 2016

PROPOSAL: That the Board authorizes staff to continue to provide in-kind support for employee - funded charitable giving events/campaigns beginning in January, 2017.

Amount: A total estimated 40 hours per year of staff time from Customer Services & Community Relations, six (6) hours per year of staff time from Benefit Administration Department staff, four (4) hours per year of staff time from Public Safety and six (6) hours per year of staff time from HRS Administration Department staff, one (1) hour per year of Printing Services Department, plus materials.

Staff seeks Board approval to continue in-kind support for employee- funded charitable giving events/campaigns. Typically, the value of staff time for these events is no more than $1,500 annually, and under $10 in materials.

PURPOSE: To continue employee-funded annual charitable giving campaigns sponsored by various regional non-profits.

BACKGROUND: DRPA employees have a long history of charitable giving. At the request of various non-profit organizations, over the years, DRPA’s Customer Service Department and Benefits Administration Departments have presented DRPA/PATCO employees with opportunities to donate to various charitable campaigns throughout the year.

In the case of the food drives and initiatives in support of veterans, the selection of designated organizations may alternate between Pennsylvania and New Jersey each year. This is based on whether there are enough donations to share between the groups. SUMMARY STATEMENT (2) In-Kind Support for Employee- Finance 11/2/2016 Funded Charitable Giving and Fund-raising Campaigns

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DRPA staff involvement includes collecting donated money or items from employee/donors, providing each employee who donates with a receipt and presenting the donated checks or cash in a money order or Authority check to the organization.

Some campaigns involve collection of goods as well as money. The collection of goods requires placement of the items in barrels at various Authority locations. Collected items are usually picked up by the organizations.

While some organizations provide informational flyers and posters, some are unable to. In those cases, the DRPA Printing Services Department copies or prints approximately 150 copies per year for all of the employee–funded charitable events for distribution to our facilities.

Additionally, DRPA and PATCO employees are notified of the events by the Authority’s group email system. The organizations provide receipts to donors upon request.

Past employee-funded charitable giving campaigns have included initiatives such as:

1) Wear Red for Women – American Heart Association

Held annually on a Friday in February, this campaign benefits the American Heart Association’s (AHA) efforts related to women’s heart disease. Employees who donate are asked to wear red on a specific day to show support for the cause. Employees are also permitted to wear blue jeans that designated Friday. The AHA supplies DRPA with pins for donors and informational materials. Employees are notified of the campaign via the Authority’s email system. Estimated staff time is six (6) hours and a total of $124.00 in salary cost.

2 SUMMARY STATEMENT (3) In-Kind Support for Employee- Finance 11/2/2016 Funded Charitable Giving and Fund-raising Campaigns

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2) Wear Jeans for Babies – March of Dimes (Camden County)

Held annually on a Friday in March, this campaign benefits the March of Dimes. Employees who donate are permitted to wear blue jeans a designated Friday. The March of Dimes supplies T-shirts for $10 donors and informational materials. Employees are notified of the campaign via the Authority’s email system. Estimated staff time is six (6) hours and a total of $124.00 in salary cost. Since 2015, candy bars have also been available for purchase for $1.

3) Wear Pink for the Cure – Susan G. Komen Foundation (National)

Held annually on a Friday in October, this campaign benefits the Susan G. Komen Foundation for Breast Cancer. Employees who donate are asked to wear pink on a specific Friday to show support for the cause. Employees who donate are also permitted to wear blue jeans that designated Friday. Komen supplies DRPA with pins for donors and informational materials. Employees are notified of the campaign via the Authority’s email system. Estimated staff time is six (6) hours and a total of $138.00 in salary cost.

4) Food Drives – PA and NJ

Held annually in the weeks before Thanksgiving and Easter, this campaign benefits groups in PA and NJ. Employees may donate canned and dry goods that are then distributed in the community by various organizations to be vetted by the Department of Community Relations and approved by the CEO. Employees contributed goods filling a large barrel to each of the agencies. Employees are notified of the campaign via the Authority’s email system. Estimated staff time is six (6) hours and a total of $124.00 in salary cost.

3 SUMMARY STATEMENT In-Kind Support for Employee- Finance 11/2/2016 Funded Charitable Giving and Fund-raising Campaigns

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5) Adopt a Family – PA and NJ Social Services Agencies

Held annually in mid to late December, this campaign benefits needy families in the past, employees from HR selected needy families. From recommendations provided by requesting social service organizations. Staff from participating DRPA departments then select a family for which they will shop based on the family’s “wish list.” Employees are notified of the campaign via the Authority’s email system. Estimated staff time is four (4) hours and a total of $83.00 in salary cost.

6) Holiday Toy Drive (NJ and PA )

Organized by the Authority’s Public Safety Department, this event is held annually in the weeks before the December holidays. This campaign benefits needy children in NJ and PA. Employees may donate unwrapped, non-violence-promoting gifts that are then distributed in the community by the above organizations. Employees are notified of the campaign via the Authority’s email system. Estimated staff time is 4 hours and a total of $96.00 in salary cost.

7) Sunshine Foundation

The Sunshine Foundation is the oldest wish granting organization, established in Philadelphia in 1976 by Bill Sample, a then Philadelphia Police Officer. Their policy of not using their donor's money on a large advertising budget began with Bill Sample back in 1976 and continues through today. They believe that the donors who contribute to the Sunshine Foundation do so to answer the dreams of the chronically ill, seriously ill, physically challenged and abused children they serve, not to pay for advertising. They report this is why 83% of each dollar donated is spent to answer the dreams of the special children who require their services in Philadelphia/New Jersey and through the United States. Events such as the Benjamin Franklin Bridge Lighting serve as a means of getting the Sunshine

4 SUMMARY STATEMENT In-Kind Support for Employee- Finance 11/2/2016 Funded Charitable Giving and Fund-raising Campaigns

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Foundation’s name out to the public, while attracting donors to help children.

On November 18, 2016, the Sunshine Foundation will celebrate its 40th Anniversary, having answered the dreams of over 39,000 children since its origination.

Employees without uniform restrictions would also be allowed to have wear jeans on a Friday in April 2017 and make a donation of $5 five dollars for this charity.

Staff is seeking authorization to continue to participate in these and other similar employee-funded charitable giving campaigns beginning in January 2017, and continuing into the future.

SUMMARY: Amount: Approximately $1,500.00 per year, based on of staff hourly rates. Cost of materials: under $10.00 Source of Funds: Operating Budget Capital Project #: N/A. Operating Budget: Approximately $ 1,500.00, plus less than $10 in materials Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: Authority staff; various regional non-profit organizations

5 DRPA-16-123 Finance Committee: November 2, 2016 Board Date: November 16, 2016 In-Kind Support for Employee-Funded Charitable Giving and Fund-raising Campaigns

RESOLUTION

RESOLVED: That the Board authorizes the Authority to continue providing in-kind support for the employee-funded charitable giving campaigns as outlined herein or for similar campaigns in the future, beginning in January 2017, and continuing into the future.

SUMMARY: Amount: Approximately $1,500.00 per year, based on of staff hourly rates. Cost of materials: under $10.00 Source of Funds: Operating Budget Capital Project #: N/A Operating Budget: Approximately $ 1,500.00, plus less than $10 in materials Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: Authority staff; various regional non-profit organizations

6 SUMMARY STATEMENT

ITEMNO.: DRPA-16-124 SUBJECT:2017DRPACapitalBudget

COMMITTEE: Finance

COMMITTEE MEETING DATE: November 2, 2016

BOARD ACTION DATE: November 16, 2016

PROPOSAL: That DRPA approve and adopt a 2017 DRPA Capital Budget.

PURPOSE: To establish the 2017 DRPA Capital Budget.

BACKGROUND: Each year the DRPA adopts an updated five-year Capital Program and an annual Capital Budget. The Capital Program was developed based on input from Division Chiefs, Department and Facility Directors, and bridge and PATCO personnel and is then refined through a formal review process led by the Chief Executive Officer (CEO), Chief Financial Officer, Chief Engineer, and the Capital Budget Review Committee. This review process utilizes a framework that prioritizes projects based on essential maintenance, security, safety, customer service, operational enhancements, available funding and operational capacity.

The 2017 Capital Budget reflects the DRPA's commitment to maintain and improve its bridge and transit facilities in support of providing safe, reliable transportation facilities for the region. In addition to the inspections conducted by our Engineering Department, Biennial Inspections are conducted at each facility by outside consultants. As a result, many of the capital improvement projects included in the Capital Program are in response to recommendations made during the Biennial Inspection.

The 2017 Capital Budget proposes estimated net spending of $158,339,000 (net of federal/state grants of approximately $29,734,000) on projects identified for the year 2017. Net funding required to complete projects included in the 2017 capital budget totals $655,789,000. It includes essential on-going and new start Capital Projects on all four bridge facilities, and the PATCO High Speed Line to maintain the current state of repair of the facilities and to ensure the safety and security of customers and employees. The multi-year Capital Program proposes total net expenditures of $754,874,000. Six (6) of the largest projects, all with estimated 2017 costs in excess of $20.0 million, total $57.6 million (including $10.0 million in federal funding) and nets to $47.6 million in DRPA funding. These are shown below: SUMMARY STATEMENT 2017 DRPA Capital Budget Finance 11/2/16

1) Rehabilitation of Fleet (PATCO) Total 2017 - $40.5 million and nets to $34.1 million ($6.4 million in FTA funding). (Total project costs $91.9 million in years 2017-2019)

2) Install Elevators in Remaining Stations Total 2017 - $2.0 million and $1.6 million in FTA funding). (Total project cost of $27.3 million in 5-year plan)

3) Lindenwold Yard Track Rehabilitation & Lindenwold Viaduct Total 2017 - $4.0 million. (Total project costs of $48.5 million in 5- year plan.)

4) De-leading and Re-painting (Commodore Barry Bridge) Total 2017 - $10.0 million. (Total project costs of $78.0 million in 5-year plan.)

5) BFB Maintenance Painting and Steel repairs Total 2017 - $0.8 million. (Total project costs of $49.1 million in 5-year plan.)

6) Reopening Franklin Square Total 2017 - $0.5 million. (Total project costs of $28.3 million in 5-year plan.)

The 2017 Capital Budget projects will be funded by the remaining project funds from the issuance of revenue bonds in 2013 and through the “pay-go capital fund” (established within the General Fund.) (Note: certain short-lived capital expenditures (vehicles, equipment, etc.), reflected on the 2017 schedules (Schedules A, B, D, T and V), will be funded by the General Fund.) (Note: When necessary, staff may, through use of an internal Capital Change Form, adjust budgeted funds, within the constraints of the total approved 2017 budgeted amount.) SUMMARY STATEMENT 2017 DRPA Capital Budget Finance 11/2/16

SUMMARY: Amount: $158,339,000 (for the year 2017) Source of Funds: 2013 Revenue Bonds/General Fund Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: Federal/State Grants approximately $29.7 million Duration of Contract: N/A Other Parties Involved: N/A DRPA-16-124 Finance Committee Date: November 2, 2016 Board Date: November 16, 2016 2017 DRPA Capital Budget

RESOLUTION

RESOLVED: Thatthe2017DRPACapitalBudgetisherebyapprovedby the Board of Commissioners (subject to the availability of funds); and be it

FURTHER RESOLVED: That the DRPA shall not expend funds in excess of the total authorized 2017 Capital Budget, in the amount not-to-exceed $158,339,000 unless such Budget shall be amended by Resolutions of the Board of Commissioners to increase said authorization. (Staff is authorized to adjust or reallocate budgeted funds, within the total approved 2017 budget, to other projects, if necessary, using a Capital Change order form process.)

SUMMARY: Amount: $158,339,000 (for the year 2017) Source of Funds: 2013 Revenue Bonds/General Fund Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: Federal/State Grants approximately $29.7 million Duration of Contract: N/A Other Parties Involved: N/A

Delaware River Port Authority

2017 Capital Program

January 1, 2017

Draft Resolution DRPA-16-124 DELAWARE RIVER PORT AUTHORITY 2017 Capital Budget As of 1/1/2017 Estimated Project Cost ($000's)

Total Cost to 2017 Complete (*)

Benjamin Franklin Bridge $13,815 $115,436 Walt Whitman Bridge $35,492 $90,067 Commodore Barry Bridge $11,869 $93,449 Betsy Ross Bridge $4,321 $76,061 Multi-Bridges or All Facilities $3,078 $11,078 Facility Security $1,551 $16,601 DRPA Other $635 $635 PATCO $63,743 $217,847 Technology $15,866 $25,682 All Schedules (A, B, D, T and V) $7,968 $8,932 Total Capital Program $158,339 $655,789

* Net of Federal/State Funding

1 (*) Includes years 2017 beyond Delaware River Port Authority Five Year Capital Program Estimated Project Cost in ($000's)

Project Number Description 2017 Total WBS

Benjamin Franklin Bridge BF1504 Replace Moveable Barrier $5,449 $5,570 BFB.01504 BF1302 South Walkway Bicycle & Pedestrian Ramp $4,282 $10,282 BFB.01302 BF1502 4th Street Garage - Repair of the columns and bents with Cathodic Protection System $2,626 $3,876 BFB.01502 BF1306 Suspension Cable Inspection/Cable Rehabilitation Design $1,523 $2,223 BFB.01306 BF1401 BFB Priority ROW Repairs and Standpipe Repairs Phase II $1,152 $2,652 BFB.01401 BF1601 Maintenance Painting and Steel Repairs $818 $49,118 BFB.01601 New Item 17 Pedestrian Walkway Preservation $750 $3,750 BFB.01902 BF1602 Bridge Deck Resurfacing and Deck Joints $523 $30,023 BFB.01602 BF1403 West Side Mitigation Signage Improvements $523 $4,023 BFB.01403 BF1503 Administration, Maintenance and Annex Building Roof Replacements $254 $254 BFB.01503 New Item 17 Decorative Lighting Replacement $100 $5,650 BFB.01904 BF1701 Masonry Rehabilitation $100 $5,800 BFB.01701 BFB Projects: Subtotal $18,101 $123,222 Less: Federal Share $4,286 $7,786 DRPA Share of Costs $13,815 $115,436 Walt Whitman Bridge WB1301 Deleading and Repainting - Phase 3 (Suspended Span, Towers & Anchorages) $25,367 $30,367 WWB.01301 WB1101 Toll Plaza Rehabilitation $2,454 $2,454 WWB.01101 WB1601 Sign Gantry Rehabilitation (Approach Spans) $1,526 $4,026 WWB.01601 WB1504 NJ Feeders and Substation Upgrades $1,306 $1,306 WWB.01504 New Item 17 Cable Investigation $750 $3,000 WWB.01707 WB1604 Emergency Generator at Administration Building $735 $735 WWB.01604 New Item 17 Administration, Maintenance and Toll Canopy Building Roof Replacements $657 $1,307 WWB.01701 WB1503 Corridor Rehabilitation at I-76 - PA Approach $562 $20,062 WWB.01503 WB1402 Emergency Generator at NJ Anchorage $543 $543 WWB.01402 New Item 17 Anchorage Preservation $423 $4,823 WWB.01702 WB1603 Administration Building Chiller Replacement $260 $260 WWB.01603 New Item 17 Centerline Catwalk Rehabilitation $250 $1,700 WWB.02001 New Item 17 NJ Approach Bridges Painting $207 $6,707 WWB.01902 WB1602 Navigation Light Platforms $205 $205 WWB.01602 New Item 17 Slope Protection and Stabilization $132 $257 WWB.01705 New Item 17 Tower Link Rehabilitation $113 $12,313 WWB.01703 WWB Projects: Subtotal $35,492 $90,067 Less: Federal Share $0 $0 DRPA Share of Costs $35,492 $90,067

2 Delaware River Port Authority Five Year Capital Program Estimated Project Cost in ($000's)

Project Number Description 2017 Total WBS

Commodore Barry Bridge CB1203 Deleading and Repainting (3 Phase Project) $10,021 $78,021 CBB.01203 CB1302 Structural Rehabilitation - Phase II $718 $9,918 CBB.01302 CB1604 Ramp AC and BC Joint Rehabilitation $315 $1,015 CBB.01604 CB1401 Bridge Deck Repairs $269 $469 CBB.01401 CB1601 Elevator Replacement $179 $1,159 CBB.01601 New Item 17 PA Switchgear Replacement $108 $608 CBB.01701 CB1602 Deck Condition Assessment/Feasibility Study & Rehabilitation of Bridge Deck $107 $2,107 CBB.01602 CB1501 Leachfield Pump Replacement $100 $100 CBB.01501 CB1603 "A" Gantry VMS sign replacement $52 $52 CBB.01603 CBB Projects: Subtotal $11,869 $93,449 Less: Federal Share $0 $0 DRPA Share of Costs $11,869 $93,449 Betsy Ross Bridge RB1602 BRB Painting and Steel Repairs $2,197 $57,197 BRB.01602 RB1001 Bridge Resurfacing $1,005 $1,005 BRB.01001 A15012 Air Handler #4 Replacement $446 $446 SCA.15012 New Item 17 NJ Approach Roadway Resurfacing $260 $16,260 BRB.01702 RB1501 PennDOT I-95 Interchange Improvements $235 $325 BRB.01501 New Item 17 Toll Booth HVAC System Replacement $157 $807 BRB.01701 RB1601 Union Avenue and Route 130 Overpasses at Route 90 $20 $20 BRB.01601 BRB Projects: Subtotal $4,321 $76,061 Less: Federal Share $0 $0 DRPA Share of Costs $4,321 $76,061

3 Delaware River Port Authority Five Year Capital Program Estimated Project Cost in ($000's)

Project Number Description 2017 Total WBS

Multi - or All Bridges AB2016 Rehabilitation Work Due to Biennial/In-House Inspections - Yearly $544 $2,544 MTB.02016 GE2016 General Engineering Consulting Services (GEC) $500 $2,500 MTB.01702 PGMG16 Program Management for Capital Projects $500 $2,500 MTB.01701 GCS16 General Construction Services $500 $2,500 MTB.01703 AB1603 Replace Moveable Barrier Machine - BFB/WWB $467 $467 MTB.01603 AB1301 DRPA Truck Permit Program $267 $267 MTB.01301 AB1601 BRB & CBB Toll Canopy DMS Signs with SATS Integration $197 $197 MTB.01601 AB1001 PATCO Outbound Survey and Topographic Study $103 $103 MTB.01001 Multi - or All Bridges Projects: Subtotal $3,078 $11,078 Less: Federal Share $0 $0 DRPA Share of Costs $3,078 $11,078 Facility Security New Item 17 PATCO NJ Tunnel Infra-red Camera System $1,209 $1,209 PTD.31718 AB1501 Security Fence Improvements - BFB/BRB/CBB $437 $487 MTB.01501 New Item 17 PATCO Automotive Shop and Annex Building Access Control $402 $402 PTD.31707 New Item 17 Bridge Hardening - WWB $250 $15,250 WWB.01706 AB1602 9-1-1 Trunk Lines $150 $150 SCM.01602 Facility Security Projects: Subtotal $2,447 $17,497 Less: Federal Share $896 $896 DRPA Share of Costs $1,551 $16,601 DRPA Other OP1503 Remedial Management and Environmental Services at Gateway Properties $510 $510 SCM.01503 OP1302 Admiral Wilson Boulevard Remediation and Construction $125 $125 OTR.01302 DRPA Other: Subtotal $635 $635 Less: Federal Share $0 $0 DRPA Share of Costs $635 $635

4 Delaware River Port Authority Five Year Capital Program Estimated Project Cost in ($000's)

Project Number Description 2017 Total WBS

PATCO - DRPA Funded PD1205 Rehabilitation of Track Structure on Viaduct at Westmont $6,340 $7,390 PTD.01205 New Item 17 PATCO Track Surfacing $3,847 $4,847 PTD.01720 PD1617 Traction Motor Rebuilds - Yearly $3,000 $9,000 PTD.31617 PD1404 Rebuild Transit Car Trucks - Yearly $2,345 $9,578 PTD.31404 PD1503 PATCO Station Enhancements $2,200 $6,150 PTD.31503 PD1504 PATCO Hall and Way Interlocking Rehabilitation $1,964 $6,714 PTD.01504 PD1602 Tamper Replacement $1,120 $1,120 PTD.31602 PD1603 Woodcrest Parking Lot Reconstruction $1,012 $7,512 PTD.11603 PD1501 Substation Equipment Replacement Program $912 $8,912 PTD.01501 PD0806 Lindenwold Shop DC Power Upgrade $850 $850 PTD.00806 PD1610 PATCO Birch Street Substation Transformer Room Lead Abatement $836 $1,036 PTD.31610 PD1604 Collingswood Station Parking Lot - Stormwater Drainage Rehabilitation $817 $817 PTD.11604 PD1608 Equipment Shop Climate Control & Electrical Rewire $616 $616 PTD.31608 PD1612 Lindenwold Water Distribution System Replacement $610 $610 PTD.11612 PD1204 Replace Transformers at Electrical Substations - Phase 2 $558 $558 PTD.01204 PATCO Fire Alarm System Replacement (Subway Stations, Woodcrest, Ferry, Center PD1601 Tower and the Lindenwold Complex) $556 $556 PTD.31601 New Item 17 Hi-Rail Speed Swing $515 $515 PTD.31710 PD1502 Re-opening Franklin Square $510 $28,260 PTD.01502 PD1609 Backup Generator Program (Center Tower, Haddonfield and Ashland Stations) $510 $864 PTD.31609 New Item 17 Radio System Upgrades $508 $508 PTD.01713 New Item 17 Upgrade SCADA Field Equipment $491 $591 PTD.31719 New Item 17 Energy Storage System for Woodcrest $409 $1,609 PTD.31705 PD1505 Gearbox Rebuild - Yearly $400 $2,000 PTD.31505 New Item 17 Transmission Line Trimming $400 $1,200 PTD.31722 Camera-ECB and Parking Lot Entry Gate Rewire Project (Woodcrest, Ferry Avenue PD1607 and Collingswood Stations) $385 $737 PTD.31607 New Item 17 Emergency Gate Access Control $351 $351 PTD.31703 New Item 17 Westmont Interior and Platform LED Lighting $267 $267 PTD.31717 New Item 17 Relocation of City Hall Fare Maintenance Shop $264 $264 PTD.31715 New Item 17 Relocation of Freedom Center & Sump Pump Rehabilitation $260 $260 PTD.31714 New Item 17 PATCO Lindenwold Shop and Office Improvements $250 $3,750 PTD.31702 New Item 17 TVM Pin Pad Replacement $213 $213 PTD.31721 New Item 17 Center Tower Pump Room Rehabilitation $210 $1,510 PTD.01708 New Item 17 Replace Transformers at Electrical Substations - Phase 3 $208 $1,058 PTD.01709 New Item 17 PATCO Roof Replacement $173 $2,173 PTD.31701 New Item 17 Subway Structure Renovation $109 $8,109 PTO.01712 PD1618 PATCO Interlocking and Track Rehabilitation Phase II $108 $16,458 PTD.11618 PD1605 Install New In-Floor Train Car Hoist $108 $4,108 PTD.01605 PD0915 Wayside Improvements $100 $200 PTD.00915 PD1405 PATCO Track Circuit Modifications Design and Oversight $52 $52 PTD.01405 PATCO - DRPA Funded: Subtotal $34,386 $141,325 Less: Federal Share $0 $0 DRPA Share of Costs $34,386 $141,325

5 Delaware River Port Authority Five Year Capital Program Estimated Project Cost in ($000's)

Project Number Description 2017 Total WBS

PATCO - DRPA/FTA Funded PF0503 Rehabilitation of Fleet $40,485 $92,085 PFA.00503 PF1202 Lindenwold Yard Track Rehabilitation & Lindenwold Viaduct $4,011 $48,511 PFA.01202 PF9903 Embankment Restoration, Drainage Improvements, & Retaining Walls Rehab. $2,099 $8,399 PFA.09903 PF1201 Install Elevators in Remaining Stations $2,079 $27,379 PFA.01201 PF1302 Upgrade Center Tower SCADA Software $2,018 $2,118 PFA.01302 PF1504 Center Tower/Command & Control Center Relocation $1,522 $5,522 PFA.01504 PF1601 Pedestrian Bridges and Tunnels $607 $607 PFA.31601 New Item 17 Replace Electrical Cables in Subways $508 $9,008 PFA.01703 PF1602 Transit Enhancements - Yearly $345 $603 PFA.31602 New Item 17 Evesham Pedestrian Bridge Replacement $235 $1,035 PFA.01702 PATCO - DRPA/FTA Funded: Subtotal $53,910 $195,268 Less: Federal Share $24,552 $118,745 DRPA Share of Costs $29,358 $76,523 Technology TE1501 Replacement of BRB & CBB Fiber $3,589 $8,089 TEP.01501 TE0702 Enterprise Resource Planning System $3,581 $3,581 TEP.00702 TE1406 Passenger Information & Messaging System $1,406 $1,406 TEP.31406 TE1505 Compatibility of FREEDOM Card to SEPTA New Payment Technology $925 $1,099 TEP.31505 TE1704 MPR2 Readers & Lane Kits $637 $637 TEP.01704 TE1507 Backup and Archiving of Authority Digital Data $567 $567 TEP.01507 TE1204 Upgrade of Fare Collection Central System Software and Device Monitoring Software $554 $554 TEP.31204 TE1606 Violation Enforcement System (VES) $533 $533 TEP.01606 New Item 17 SAP Enhancements $500 $500 TEP.01703 TE1503 Electronic Records Management Software $500 $500 TEP.01503 TE1509 EMV Conversion/PATCO - Automated Fare Collection System $473 $1,446 TEP.11509 TE1402 E-Z Pass Transponders - Mark IV E-Z Pass Transponders - Yearly $375 $3,000 TEP.01402 New Item 17 Purchase of 5 new Ticket Office Terminals $300 $300 TEP.31705 New Item 17 Open Payments at Fare Gates $300 $300 TEP.31706 New Item 17 Bill Recycling Unit TVM Pilot $300 $300 TEP.31707 T13003 6th Floor Reconfiguration $266 $266 SCT.13003 TE1508 TVM Multi-Language Conversion - PATCO Fare Collection - Title VI $237 $281 TEP.31508 TE1203 800MHz Replacement/Upgrade $236 $236 TEP.01203 TE1604 Video Monitoring for IT Closets $169 $169 TEP.01604 TE1605 Access Control for IT Closets $164 $164 TEP.01605 TE1504 Upgrade of AFC Devices to Windows 7 Operating System $126 $126 TEP.31504 New Item 17 IS Network Rooms for PATCO Stations $122 $1,622 TEP.01701 TE1602 Upgrade of Network Video Management System (NVMS) $6 $6 TEP.01602 Technology: Subtotal $15,866 $25,682 Less: Federal Share $0 $0 DRPA Share of Costs $15,866 $25,682 Schedule A: DRPA Miscellaneous Projects $2,908 $2,908 Schedule B: Furniture & Fixtures $1,247 $1,247 Schedule D: PATCO Miscellaneous Projects and Equipment $1,337 $1,982 Schedule T: Technology Projects and Equipment $790 $1,109 Schedule V: Vehicle and Vehicle Related Equipment $1,686 $1,686 Total DRPA Capital Program $158,339 $655,789

6 DELAWARE RIVER PORT AUTHORITY 2017 CAPITAL BUDGET SCHEDULE A: DRPA MISCELLANEOUS PROJECTS (Rounded to the Nearest Thousandth)

Project Number Project Description 2017 WBS Operations Benjamin Franklin Bridge A16004 Men's Locker Room Rehabilitation 340,000$ SCA.16004 A16003 Electronic Speed Limit Sign Replacement 183,000$ SCA.16003 A13001 Oil/Water Separator Pit Replacement 181,000$ SCA.13001 New Item 17 5th St. Phila Vehicle/Pedestrian Tunnel Mural Program 150,000$ SCA.17003 A16001 Biennial Handrail Repairs 139,000$ SCA.16001 New Item 17 Moveable Platform Drive/ Trolley Wheel 134,000$ SCA.17002 A16002 Maintenance Building - (10) Doors 126,000$ SCA.16002 A14001 Under Deck Lighting 79,000$ SCA.14001 A15001 Roadway Conduit Lighting 76,000$ SCA.15001 New Item 17 First Floor Training Room 54,000$ SCA.17022 New Item 17 5th Street Vehicle Tunnel Mechanical Room Door 12,000$ SCA.17023 Subtotal: Benjamin Franklin Bridge 1,474,000$ Operations Walt Whitman Bridge New Item 17 Maintenance Building - Entrance Doors 239,000$ SCA.17013 New Item 17 Retaining Wall 238,000$ SCA.17021 New Item 17 High Mast LED Lighting - Philly 162,000$ SCA.17010 New Item 17 LED Lighting Under Towers 152,000$ SCA.17011 New Item 17 Fleet Shop Steam Heater 32,000$ SCA.17016 New Item 17 Facility Backflow Preventer 22,000$ SCA.17017 New Item 17 Sign Shop A/C Unit 13,000$ SCA.17014 New Item 17 Fleet Tool Room A/C Unit 13,000$ SCA.17015 Subtotal: Walt Whitman Bridge 871,000$ Operations Commodore Barry Bridge New Item 17 Ground Rod & Handhole Repair 102,000$ SCA.17004 New Item 17 Install Signal Strobe Lanes 1 & 5 58,000$ SCA.17005 New Item 17 Toll Booth Heating & A/C Unit 55,000$ SCA.17009 New Item 17 Toll Booth VAV Heating Coil Box 55,000$ SCA.17008 A16010 Toll Lane Conversion to E-Z Pass - Lane 2 26,000$ SCA.16010 Subtotal: Commodore Barry Bridge 296,000$ Operations Betsy Ross Bridge A16017 ABS-1500 Brine ManufacturingSystem with 5000 Gallon Tank 39,000$ SCA.16017 New Item 17 Lennox Street Substation Electrical Monitoring 17,000$ SCA.17018 Subtotal: Betsy Ross Bridge 56,000$ Operations One Port Center New Item 17 OPC Roof Replacements $108,000 OTR.01701 New Item 18 OPC Exterior Front Security Cameras $50,000 OTR.01703 New Item 19 OPC Kitchen Tenant Improvements $30,000 OTR.01704 New Item 17 OPC Replacement of Front Entrance Doors $23,000 OTR.01702 Subtotal: One Port Center 211,000$

Grand Total: Schedule A - DRPA Miscellaneous Projects $ 2,908,000

7 DELAWARE RIVER PORT AUTHORITY 2017 CAPITAL BUDGET SCHEDULE B: DRPA FURNITURE AND EQUIPMENT (Rounded to the Nearest Thousandth)

Project Furniture/Equipment Description 2017 WBS Number Benjamin Franklin Bridge New Item 17 Facility Security Door Locks Upgrade $65,000 SCB.17002 B16002 Accu Shear (Carry Over) $55,000 SCB.16002 New Item 17 Cable Tugger $15,000 SCB.17010 New Item 17 Industrial Panel Saw $6,000 SCB.17008 New Item 17 Welder $6,000 SCB.17009 Subtotal: Benjamin Franklin Bridge $147,000 Commodore Barry Bridge New Item 17 Spreader Sprayer $7,000 SCB.17007 Subtotal: Commodore Barry Bridge $7,000 Walt Whitman Bridge New Item 17 Press Brake $100,000 SCB.17015 New Item 17 Accu Shear $75,000 SCB.17005 New Item 17 Plate Roller $27,000 SCB.17016 New Item 17 Administration & Maintenance Buildings Window Shades $21,000 SCB.17014 New Item 17 Admin Building First Floor Carpet $13,000 SCB.17012 New Item 17 North Toll House Vestibule - East End $13,000 SCB.17013 Subtotal: Walt Whitman Bridge $249,000 Fleet New Item 17 Swap Loader (HA DeHart) $108,000 SCB.86217 New Item 17 Heavy Trailer (Stephenson Equipment) $75,000 SCB.60517 New Item 17 Shop Compressor / Oil System $75,000 SCB.74417 New Item 17 Forklift (Bestline Equipment) $63,000 SCB.25817 New Item 17 Veeter Root (T Slack) $38,000 SCB.74317 New Item 17 Multi-Purpose Welder/Plasma Cutter $20,000 SCB.74017 New Item 17 Heavy Truck Scanner (Snap-On) $19,000 SCB.74117 New Item 17 VMS (American Signal) $15,000 SCB.89717 New Item 17 VMS (American Signal) $15,000 SCB.89817 New Item 17 VMS (American Signal) $15,000 SCB.70817 New Item 17 VMS (American Signal) $15,000 SCB.26117 New Item 17 Light Scanner (Snap-On) $13,000 SCB.74217 New Item 17 2" Crimper $9,000 SCB.74517 New Item 17 Landscape Trailer (AJ's Truck and Trailer) $8,000 SCB.68817 New Item 17 Landscape Trailer (AJ's Truck and Trailer) $8,000 SCB.65399 Subtotal: Fleet $496,000 All / Multi- Bridges New Item 17 Upgrade Portable Radios to 800 MHz (Multi-Bridge) $98,000 SCB.17001 New Item 17 Outboard Motors $96,000 SCB.17011 B16015 Replacement and Upgrade Digital PTZ Cameras $94,000 MTB.16015 New Item 17 Alcotest Alcohol Testing Device $60,000 MTB.17001 Subtotal: All / Multi-Bridges $348,000

Grand Total: Schedule B - DRPA Furniture & Equipment $1,247,000

8 DELAWARE RIVER PORT AUTHORITY 2017 CAPITAL BUDGET SCHEDULE D: PATCO Miscellaneous Projects (Rounded to the Nearest Thousandth)

Project # Description 2017 WBS Way and Power Department D01702 Replace Parking Lot Lighting with LED Fixtures (Haddonfield & Westmont Stations) $216,000 SCD.31702 D17004 Lindenwold Admin Build Camera Project $154,000 SCD.37004 D16001 Replace Lindenwold Escalator Step Chain $150,000 SCD.36001 D17014 Interlocking Lighting Project $89,000 SCD.37014 D16002 W&P Bulk Storage & Track Component Storage Facility $63,000 SCD.36002 D17005 Third Rail Side Approach Procurement - Phase 2 @ Haddon Interlocking $60,000 SCD.37005 D15006 #15 and #20 Turnouts Mainline Interlocking $55,000 SCD.35006 D17006 4000 Amp M.O. 3rd Rail Switch - Phase 2 (Wood Interlocking) $50,000 SCD.37006 D17010 Electric Vehicle Charging Stations $45,000 SCD.37010 D17007 4000 Amp M.O. 3rd Rail Switch - Phase 3 (Ashland West Substation) $45,000 SCD.37007 D17011 Lindenwold HVAC- Installation of Variable Speed Drive (Schnieder) $22,000 SCD.37011 D16012 Train Starting LED Clocks $20,000 SCD.36012 D17008 Dragging Equipment Detector Indicator Stations Procurement - Phase 3 (Wood Interlocking) $15,000 SCD.37008 Way and Power Department - Subtotal $984,000 Less: Federal Share $0 Subtotal: Way and Power $984,000 Purchasing Department D17003 Bomaq Forklift $70,000 SCD.37003 Purchasing Department - Subtotal $70,000 Less: Federal Share $0 Subtotal: Purchasing $70,000 Equipment Department D15015 Overhaul Shop Truck Turn Tables $60,000 SCD.35015 D17012 Tool Control System $18,000 SCD.37012 Equipment Department - Subtotal $78,000 Less: Federal Share $0 Subtotal: Equipment $78,000 Finance Department D16020 Reconfigure Finance Office Space in Lindenwold Shop $205,000 SCD.36020 Finance Department - Subtotal $205,000 Less: Federal Share $0 Subtotal: Finance $205,000

Grand Total: Schedule D Projects - PATCO $1,337,000

9 DELAWARE RIVER PORT AUTHORITY 2017 CAPITAL BUDGET SCHEDULE T: TECHNOLOGY PROJECTS AND EQUIPMENT (Rounded to the Nearest Thousandth)

Total Materials/ Project Project/Item Description Equipment/ WBS Number Contracts

PATCO T37009 Upgrade DVS Signage Software 40,000$ SCT.37009 T37008 Firebug Safety Software 30,000$ SCT.37008 Subtotal: PATCO $ 70,000 Fare Collection T37005 Parking Kiosk Pilot at Collingswood Station 100,000$ SCT.37005 Subtotal: Fare Collection $ 100,000 Public Safety T15007 Body Worn Cameras 199,000$ SCT.15007 T17001 WWB Radio Room Upgrades 83,000$ SCT.17001 Subtotal: Public Safety $ 282,000 Information Services T17003 Misc Hardware/Software - Yearly 130,000$ SCT.17003 T14001 Data Center Server Replacement 128,000$ SCT.14001 Subtotal: Information Services $ 258,000 Purchasing T17002 Authority Wide Copiers and Printers 80,000$ SCT.17002 Subtotal: Purchasing $ 80,000

Grand Total: Schedule T - Technology Projects & Equipment $ 790,000

10 DELAWARE RIVER PORT AUTHORITY 2017 CAPITAL BUDGET SCHEDULE V: DRPA VEHICLES AND RELATED EQUIPMENT (Rounded to the Nearest Thousandth)

Project Number Description 2017 F-150 & F-250 Trucks (PATCO) F57717 F250 Crew Cab Plow $42,000 F57517 F250 Crew Cab Plow $42,000 F53217 F150 Super Cab $36,000 F-150 & F-250 Trucks: Subtotal $120,000 Van (PATCO) F09017 PATCO Van $33,000 Van: Subtotal $33,000

PATCO Vehicles: Subtotal $153,000

F350 & F550 Pick-up Trucks (DRPA) F61117 Truck Pick-Up F550 Utility Body $68,000 F61917 Truck Pick-Up F550 Utility Body $68,000 F42617 Truck Pick-Up F350 Utility Body $47,000 F42217 Service Truck F350 $47,000 Specialty: Subtotal $230,000 F150 Pick-up Truck, Staff Cars (DRPA) F81417 Truck Pick-Up F150 $31,000 F42517 Truck Pick-Up F150 $31,000 F40217 Truck Pick-Up F150 $31,000 1/2 Ton: Pick-Up Subtotal $93,000 Dump Trucks (DRPA) F83317 Dump Truck Plow and Spreader $126,000 F63517 Dump Truck Plow and Spreader $126,000 F40917 Tractor Trailer $115,000 Dump Trucks: Subtotal $367,000 Wheel Loaders, Stakebody,Flusher,Sweeper, Vactor, Backhoe (DRPA) F66417 Bucket Truck (Versalift) $225,000 F66217 SWAP Loader $186,000 F66517 Pick-Up Truck Crew Cab $36,000 Stake Body, Flusher, Sweeper: Subtotal $447,000 Public Safety Patrol Vehicle (DRPA) F04714 Patrol Vehicle $42,000 F04814 Patrol Vehicle $42,000 F07111 Patrol Vehicle $41,000 F07512 Patrol Vehicle $41,000 F07611 Patrol Vehicle $41,000 F04414 Patrol Vehicle $39,000 F04614 Patrol Vehicle $39,000 F04914 Patrol Vehicle $39,000 F05413 Patrol Vehicle $39,000 F06017 Patrol Vehicle $33,000 Public Safety: Subtotal $396,000

DRPA Vehicles: Subtotal $1,533,000

PATCO & DRPA Vehicles Subtotal: $1,686,000 Less: Federal Share $0 Total DRPA Capital Program $1,686,000 11 DELAWARE RIVER PORT AUTHORITY Five Year Capital Program Summary Estimated Project Cost in ($000's)

DRPA Share Estimated Project Cost ($000's)* 2017 2018 2019 2020 2021/Later Total

Benjamin Franklin Bridge $13,815 $16,521 $34,325 $37,675 $40,700 $143,036 Walt Whitman Bridge $35,492 $11,875 $11,250 $23,050 $44,000 $125,667 Commodore Barry Bridge $11,869 $22,380 $24,600 $20,800 $17,500 $97,149 Betsy Ross Bridge $4,321 $25,590 $27,650 $14,000 $5,000 $76,561 Multi-Bridges or All Facilities $3,078 $2,000 $2,900 $8,800 $5,800 $22,578 Facility Security $1,551 $2,050 $6,250 $8,750 $2,000 $20,601 DRPA Other $635 $0 $0 $0 $0 $635 PATCO $63,743 $70,327 $37,505 $37,468 $24,598 $233,641 Technology $15,866 $5,512 $2,820 $375 $1,500 $26,073 All Schedules (A, B, D, T and V) $7,968 $235 $240 $245 $245 $8,932 Total Capital Program $158,339 $156,489 $147,540 $151,163 $141,343 $754,874

* Net of Federal/State Funding

12 Delaware River Port Authority Five Year Capital Program Estimated Project Cost in ($000's)

Project Number Description 2017 2018 2019 2020 2021/Later Total WBS

Benjamin Franklin Bridge BF1504 Replace Moveable Barrier $5,449 $121 $5,570 BFB.01504 BF1302 South Walkway Bicycle & Pedestrian Ramp $4,282 $4,000 $2,000 $10,282 BFB.01302 BF1502 4th Street Garage - Repair of the columns and bents with Cathodic Protection System $2,626 $1,250 $3,876 BFB.01502 BF1306 Suspension Cable Inspection/Cable Rehabilitation Design $1,523 $500 $200 $2,223 BFB.01306 BF1401 BFB Priority ROW Repairs and Standpipe Repairs Phase II $1,152 $1,000 $500 $2,652 BFB.01401 BF1601 Maintenance Painting and Steel Repairs $818 $3,000 $14,000 $14,000 $17,300 $49,118 BFB.01601 New Item 17 Pedestrian Walkway Preservation $750 $1,750 $1,250 $3,750 BFB.01902 BF1602 Bridge Deck Resurfacing and Deck Joints $523 $4,500 $9,000 $8,000 $8,000 $30,023 BFB.01602 BF1403 West Side Mitigation Signage Improvements $523 $1,500 $2,000 $4,023 BFB.01403 BF1503 Administration, Maintenance and Annex Building Roof Replacements $254 $254 BFB.01503 New Item 17 Decorative Lighting Replacement $100 $550 $3,500 $1,500 $5,650 BFB.01904 BF1701 Masonry Rehabilitation $100 $500 $1,000 $4,200 $5,800 BFB.01701 BF1703 Maintenance Building Boiler Replacement $200 $275 $475 BFB.01703 BF1702 Toll Plaza HVAC Equipment Replacement $150 $650 $800 BFB.01702 BF1901 Cable Dehumidification $500 $8,000 $11,500 $20,000 BFB.01901 BF2001 Vehicle Storage Building $300 $700 $1,000 BFB.02001 BF1903 Camden Fourth Street Vehicular Underpass $100 $800 $900 BFB.01903 BF1905 5th Street Realignment $50 $475 $3,900 $4,425 BFB.01905 BFB Projects: Subtotal $18,101 $19,021 $35,325 $37,675 $40,700 $150,822 Less: Federal Share $4,286 $2,500 $1,000 $0 $0 $7,786 DRPA Share of Costs $13,815 $16,521 $34,325 $37,675 $40,700 $143,036 Walt Whitman Bridge WB1301 Deleading and Repainting - Phase 3 (Suspended Span, Towers & Anchorages) $25,367 $5,000 $30,367 WWB.01301 WB1101 Toll Plaza Rehabilitation $2,454 $2,454 WWB.01101 WB1601 Sign Gantry Rehabilitation (Approach Spans) $1,526 $2,000 $500 $4,026 WWB.01601 WB1504 NJ Feeders and Substation Upgrades $1,306 $1,306 WWB.01504 New Item 17 Cable Investigation $750 $1,000 $1,250 $3,000 WWB.01707 WB1604 Emergency Generator at Administration Building $735 $735 WWB.01604 New Item 17 Administration, Maintenance and Toll Canopy Building Roof Replacements $657 $650 $1,307 WWB.01701 WB1503 Corridor Rehabilitation at I-76 - PA Approach $562 $1,500 $2,000 $8,000 $8,000 $20,062 WWB.01503 WB1402 Emergency Generator at NJ Anchorage $543 $543 WWB.01402 New Item 17 Anchorage Preservation $423 $750 $3,000 $650 $4,823 WWB.01702 WB1603 Administration Building Chiller Replacement $260 $260 WWB.01603 New Item 17 Centerline Catwalk Rehabilitation $250 $250 $1,200 $1,700 WWB.02001 New Item 17 NJ Approach Bridges Painting $207 $500 $2,000 $2,000 $2,000 $6,707 WWB.01902 WB1602 Navigation Light Platforms $205 $205 WWB.01602 New Item 17 Slope Protection and Stabilization $132 $125 $257 WWB.01705 New Item 17 Tower Link Rehabilitation $113 $100 $100 $1,500 $10,500 $12,313 WWB.01703 WB1901 Cable Dehumidification $1,000 $9,000 $10,000 $20,000 WWB.01901 New Item 17 PA Approach Bridges Painting $200 $1,000 $8,500 $9,700 WWB.01704 New Item 17 Administration Parking Lot Rehabilitation & Utility Upgrades $500 $5,000 $5,500 WWB.02002 WB1304 Heavy Duty Vehicle Repair Shop $400 $400 WWB.01304 WWB Projects: Subtotal $35,492 $11,875 $11,250 $23,050 $44,000 $125,667 Less: Federal Share $0 $0 $0 $0 $0 $0 DRPA Share of Costs $35,492 $11,875 $11,250 $23,050 $44,000 $125,667

13 Delaware River Port Authority Five Year Capital Program Estimated Project Cost in ($000's)

Project Number Description 2017 2018 2019 2020 2021/Later Total WBS

Commodore Barry Bridge CB1203 Deleading and Repainting (3 Phase Project) $10,021 $15,000 $20,000 $18,000 $15,000 $78,021 CBB.01203 CB1302 Structural Rehabilitation - Phase II $718 $3,900 $3,500 $1,800 $9,918 CBB.01302 CB1604 Ramp AC and BC Joint Rehabilitation $315 $700 $1,015 CBB.01604 CB1401 Bridge Deck Repairs $269 $200 $469 CBB.01401 CB1601 Elevator Replacement $179 $980 $1,159 CBB.01601 New Item 17 PA Switchgear Replacement $108 $500 $608 CBB.01701 CB1602 Deck Condition Assessment/Feasibility Study & Rehabilitation of Bridge Deck $107 $1,000 $1,000 $2,107 CBB.01602 CB1501 Leachfield Pump Replacement $100 $100 CBB.01501 CB1603 "A" Gantry VMS sign replacement $52 $52 CBB.01603 CB1801 Variable Messaging Signs $100 $100 $1,000 $2,000 $3,200 CBB.01801 CB1002 Vehicle Storage Building Expansion $500 $500 CBB.01002 CBB Projects: Subtotal $11,869 $22,380 $24,600 $20,800 $17,500 $97,149 Less: Federal Share $0 $0 $0 $0 $0 $0 DRPA Share of Costs $11,869 $22,380 $24,600 $20,800 $17,500 $97,149 Betsy Ross Bridge RB1602 BRB Painting and Steel Repairs $2,197 $18,000 $18,000 $14,000 $5,000 $57,197 BRB.01602 RB1001 Bridge Resurfacing $1,005 $1,005 BRB.01001 A15012 Air Handler #4 Replacement $446 $446 SCA.15012 New Item 17 NJ Approach Roadway Resurfacing $260 $6,750 $9,250 $16,260 BRB.01702 RB1501 PennDOT I-95 Interchange Improvements $235 $90 $325 BRB.01501 New Item 17 Toll Booth HVAC System Replacement $157 $650 $807 BRB.01701 RB1601 Union Avenue and Route 130 Overpasses at Route 90 $20 $20 BRB.01601 RB1703 Richmond Street Substation $100 $400 $500 BRB.01703 BRB Projects: Subtotal $4,321 $25,590 $27,650 $14,000 $5,000 $76,561 Less: Federal Share $0 $0 $0 $0 $0 $0 DRPA Share of Costs $4,321 $25,590 $27,650 $14,000 $5,000 $76,561

14 Delaware River Port Authority Five Year Capital Program Estimated Project Cost in ($000's)

Project Number Description 2017 2018 2019 2020 2021/Later Total WBS

Multi - or All Bridges AB2016 Rehabilitation Work Due to Biennial/In-House Inspections - Yearly $544 $500 $500 $500 $500 $2,544 MTB.02016 GE2016 General Engineering Consulting Services (GEC) $500 $500 $500 $500 $500 $2,500 MTB.01702 PGMG16 Program Management for Capital Projects $500 $500 $500 $500 $500 $2,500 MTB.01701 GCS16 General Construction Services $500 $500 $500 $500 $500 $2,500 MTB.01703 AB1603 Replace Moveable Barrier Machine - BFB/WWB $467 $467 MTB.01603 AB1301 DRPA Truck Permit Program $267 $267 MTB.01301 AB1601 BRB & CBB Toll Canopy DMS Signs with SATS Integration $197 $197 MTB.01601 AB1001 PATCO Outbound Survey and Topographic Study $103 $103 MTB.01001 AB1104 Standpipe System Rehabilitation - BFB/WWB $700 $6,000 $3,000 $9,700 MTB.01104 AB1401 VMS Installation - BFB, BRB and CBB $200 $800 $800 $1,800 MTB.01401 Multi - or All Bridges Projects: Subtotal $3,078 $2,000 $2,900 $8,800 $5,800 $22,578 Less: Federal Share $0 $0 $0 $0 $0 $0 DRPA Share of Costs $3,078 $2,000 $2,900 $8,800 $5,800 $22,578 Facility Security New Item 17 PATCO NJ Tunnel Infra-red Camera System $1,209 $1,209 PTD.31718 AB1501 Security Fence Improvements - BFB/BRB/CBB $437 $50 $487 MTB.01501 New Item 17 PATCO Automotive Shop and Annex Building Access Control $402 $402 PTD.31707 New Item 17 Bridge Hardening - WWB $250 $2,000 $5,500 $5,500 $2,000 $15,250 WWB.01706 AB1602 9-1-1 Trunk Lines $150 $150 SCM.01602 PD1902 Interlocking Security Cameras $750 $3,250 $4,000 PTD.01902 Facility Security Projects: Subtotal $2,447 $2,050 $6,250 $8,750 $2,000 $21,497 Less: Federal Share $896 $0 $0 $0 $0 $896 DRPA Share of Costs $1,551 $2,050 $6,250 $8,750 $2,000 $20,601 DRPA Other OP1503 Remedial Management and Environmental Services at Gateway Properties $510 $510 SCM.01503 OP1302 Admiral Wilson Boulevard Remediation and Construction $125 $125 OTR.01302 DRPA Other: Subtotal $635 $0 $0 $0 $0 $635 Less: Federal Share $0 $0 $0 $0 $0 $0 DRPA Share of Costs $635 $0 $0 $0 $0 $635

15 Delaware River Port Authority Five Year Capital Program Estimated Project Cost in ($000's)

Project Number Description 2017 2018 2019 2020 2021/Later Total WBS

PATCO - DRPA Funded PD1205 Rehabilitation of Track Structure on Viaduct at Westmont $6,340 $1,050 $7,390 PTD.01205 New Item 17 PATCO Track Surfacing $3,847 $1,000 $4,847 PTD.01720 PD1617 Traction Motor Rebuilds - Yearly $3,000 $3,000 $3,000 $9,000 PTD.31617 PD1404 Rebuild Transit Car Trucks - Yearly $2,345 $1,808 $1,808 $1,808 $1,808 $9,578 PTD.31404 PD1503 PATCO Station Enhancements $2,200 $2,200 $1,750 $6,150 PTD.31503 PD1504 PATCO Hall and Way Interlocking Rehabilitation $1,964 $4,750 $6,714 PTD.01504 PD1602 Tamper Replacement $1,120 $1,120 PTD.31602 PD1603 Woodcrest Parking Lot Reconstruction $1,012 $4,000 $2,500 $7,512 PTD.11603 PD1501 Substation Equipment Replacement Program $912 $2,000 $3,000 $3,000 $8,912 PTD.01501 PD0806 Lindenwold Shop DC Power Upgrade $850 $850 PTD.00806 PD1610 PATCO Birch Street Substation Transformer Room Lead Abatement $836 $200 $1,036 PTD.31610 PD1604 Collingswood Station Parking Lot - Stormwater Drainage Rehabilitation $817 $817 PTD.11604 PD1608 Equipment Shop Climate Control & Electrical Rewire $616 $616 PTD.31608 PD1612 Lindenwold Water Distribution System Replacement $610 $610 PTD.11612 PD1204 Replace Transformers at Electrical Substations - Phase 2 $558 $558 PTD.01204 PATCO Fire Alarm System Replacement (Subway Stations, Woodcrest, Ferry, Center PD1601 Tower and the Lindenwold Complex) $556 $556 PTD.31601 New Item 17 Hi-Rail Speed Swing $515 $515 PTD.31710 PD1502 Re-opening Franklin Square $510 $1,550 $200 $10,000 $16,000 $28,260 PTD.01502 PD1609 Backup Generator Program (Center Tower, Haddonfield and Ashland Stations) $510 $355 $864 PTD.31609 New Item 17 Radio System Upgrades $508 $508 PTD.01713 New Item 17 Upgrade SCADA Field Equipment $491 $100 $591 PTD.31719 New Item 17 Energy Storage System for Woodcrest $409 $1,200 $1,609 PTD.31705 PD1505 Gearbox Rebuild - Yearly $400 $400 $400 $400 $400 $2,000 PTD.31505 New Item 17 Transmission Line Trimming $400 $400 $400 $1,200 PTD.31722 Camera-ECB and Parking Lot Entry Gate Rewire Project (Woodcrest, Ferry Avenue and PD1607 Collingswood Stations) $385 $352 $737 PTD.31607 New Item 17 Emergency Gate Access Control $351 $351 PTD.31703 New Item 17 Westmont Interior and Platform LED Lighting $267 $267 PTD.31717 New Item 17 Relocation of City Hall Fare Maintenance Shop $264 $264 PTD.31715 New Item 17 Relocation of Freedom Center & Sump Pump Rehabilitation $260 $260 PTD.31714 New Item 17 PATCO Lindenwold Shop and Office Improvements $250 $1,250 $2,250 $3,750 PTD.31702 New Item 17 TVM Pin Pad Replacement $213 $213 PTD.31721 New Item 17 Center Tower Pump Room Rehabilitation $210 $1,300 $1,510 PTD.01708 New Item 17 Replace Transformers at Electrical Substations - Phase 3 $208 $850 $1,058 PTD.01709 New Item 17 PATCO Roof Replacement $173 $2,000 $2,173 PTD.31701 New Item 17 Subway Structure Renovation $109 $2,000 $4,000 $2,000 $8,109 PTO.01712 PD1618 PATCO Interlocking and Track Rehabilitation Phase II $108 $3,250 $7,500 $5,600 $16,458 PTD.11618 PD1605 Install New In-Floor Train Car Hoist $108 $2,000 $2,000 $4,108 PTD.01605 PD0915 Wayside Improvements $100 $100 $200 PTD.00915 PD1405 PATCO Track Circuit Modifications Design and Oversight $52 $52 PTD.01405 PD1801 Intrusion Detection System for Fence Line - Phase I $915 $915 PTD.31801 PD1802 Rehabilitate M&W Building, Lindenwold Yard $850 $850 PTD.31802 PD1803 W&P Equipment Storage Facility $579 $579 PTD.31803 New Item 17 New LED Lighting for Lindenwold Administrative Complex $200 $200 PTD.31704 PD1902 Walter Rand Transportation Center Improvements $750 $750 PTD.31902 PD1901 Woodcrest Station Platform Rehabilitation $300 $3,000 $3,000 $6,300 PTD.01901 PATCO - DRPA Funded: Subtotal $34,386 $39,659 $29,858 $25,808 $21,208 $150,919 Less: Federal Share $0 $0 $0 $0 $0 $0 DRPA Share of Costs $34,386 $39,659 $29,858 $25,808 $21,208 $150,919

16 Delaware River Port Authority Five Year Capital Program Estimated Project Cost in ($000's)

Project Number Description 2017 2018 2019 2020 2021/Later Total WBS

PATCO - DRPA/FTA Funded PF0503 Rehabilitation of Fleet $40,485 $42,000 $9,600 $92,085 PFA.00503 PF1202 Lindenwold Yard Track Rehabilitation & Lindenwold Viaduct $4,011 $15,000 $20,000 $9,500 $48,511 PFA.01202 PF9903 Embankment Restoration, Drainage Improvements, & Retaining Walls Rehab. $2,099 $5,000 $1,300 $8,399 PFA.09903 PF1201 Install Elevators in Remaining Stations $2,079 $5,000 $7,000 $7,000 $6,300 $27,379 PFA.01201 PF1302 Upgrade Center Tower SCADA Software $2,018 $100 $2,118 PFA.01302 PF1504 Center Tower/Command & Control Center Relocation $1,522 $2,000 $2,000 $5,522 PFA.01504 PF1601 Pedestrian Bridges and Tunnels $607 $607 PFA.31601 New Item 17 Replace Electrical Cables in Subways $508 $2,000 $5,000 $1,500 $9,008 PFA.01703 PF1602 Transit Enhancements - Yearly $345 $102 $52 $52 $52 $603 PFA.31602 New Item 17 Evesham Pedestrian Bridge Replacement $235 $800 $1,035 PFA.01702 PF1001 Smoke & Fire Control, Forced Air Ventilation $2,500 $2,700 $1,000 $6,200 PFA.01001 PATCO - DRPA/FTA Funded: Subtotal $53,910 $72,002 $47,452 $20,752 $7,352 $201,468 Less: Federal Share $24,552 $41,334 $39,805 $9,092 $3,962 $118,745 DRPA Share of Costs $29,358 $30,668 $7,647 $11,660 $3,390 $82,723 Technology TE1501 Replacement of BRB & CBB Fiber $3,589 $3,000 $1,500 $8,089 TEP.01501 TE0702 Enterprise Resource Planning System $3,581 $3,581 TEP.00702 TE1406 Passenger Information & Messaging System $1,406 $1,406 TEP.31406 TE1505 Compatibility of FREEDOM Card to SEPTA New Payment Technology $925 $174 $1,099 TEP.31505 TE1704 MPR2 Readers & Lane Kits $637 $637 TEP.01704 TE1507 Backup and Archiving of Authority Digital Data $567 $567 TEP.01507 TE1204 Upgrade of Fare Collection Central System Software and Device Monitoring Software $554 $554 TEP.31204 TE1606 Violation Enforcement System (VES) $533 $533 TEP.01606 New Item 17 SAP Enhancements $500 $500 TEP.01703 TE1503 Electronic Records Management Software $500 $500 TEP.01503 TE1509 EMV Conversion/PATCO - Automated Fare Collection System $473 $973 $1,446 TEP.11509 TE1402 E-Z Pass Transponders - Mark IV E-Z Pass Transponders - Yearly $375 $375 $375 $375 $1,500 $3,000 TEP.01402 New Item 17 Purchase of 5 new Ticket Office Terminals $300 $300 TEP.31705 New Item 17 Open Payments at Fare Gates $300 $300 TEP.31706 New Item 17 Bill Recycling Unit TVM Pilot $300 $300 TEP.31707 T13003 6th Floor Reconfiguration $266 $266 SCT.13003 TE1508 TVM Multi-Language Conversion - PATCO Fare Collection - Title VI $237 $44 $281 TEP.31508 TE1203 800MHz Replacement/Upgrade $236 $236 TEP.01203 TE1604 Video Monitoring for IT Closets $169 $169 TEP.01604 TE1605 Access Control for IT Closets $164 $164 TEP.01605 TE1504 Upgrade of AFC Devices to Windows 7 Operating System $126 $126 TEP.31504 New Item 17 IS Network Rooms for PATCO Stations $122 $750 $750 $1,622 TEP.01701 TE1602 Upgrade of Network Video Management System (NVMS) $6 $6 TEP.01602 TE1506 PA Replacement System $195 $195 $391 TEP.01506 Technology: Subtotal $15,866 $5,512 $2,820 $375 $1,500 $26,073 Less: Federal Share $0 $0 $0 $0 $0 $0 DRPA Share of Costs $15,866 $5,512 $2,820 $375 $1,500 $26,073 Schedule A: DRPA Miscellaneous Projects $2,908 $0 $0 $0 $0 $2,908 Schedule B: Furniture & Fixtures $1,247 $0 $0 $0 $0 $1,247 Schedule D: PATCO Miscellaneous Projects and Equipment $1,337 $155 $160 $165 $165 $1,982 Schedule T: Technology Projects and Equipment $790 $80 $80 $80 $80 $1,109 Schedule V: Vehicle and Vehicle Related Equipment $1,686 $0 $0 $0 $0 $1,686 Total DRPA Capital Program $158,339 $156,489 $147,540 $151,163 $141,343 $754,874

17 SUMMARY STATEMENT

ITEM NO.: DRPA-16-125 Authorization for DRPA to Participate In New Jersey E-ZPass Group and Execute First Addendum to NJ E-ZPass Customer Service Center Services Contract

COMMITTEE: Finance

COMMITTEE MEETING DATE: November 2, 2016

BOARD ACTION DATE: November 16, 2016

PROPOSAL: That the Board authorizes staff to execute a Memorandum of Agreement (“MOA”), first proposed by the New Jersey Turnpike Authority (“NJTA”), which will establish a multi-agency group (the “New Jersey E-ZPass Group”) to effectively implement and administer the New Jersey E-ZPass Customer Service Center, Violations Processing, and Financial Back Office Professional Services Contract (“CSC Contract”) between the New Jersey E-ZPass Group and Xerox State and Local Solutions, Inc. (“Xerox”), as well as the First Addendum to the CSC Contract (“First Addendum”).

PURPOSE: To Authorize the DRPA to Execute the MOA and First Addendum, which serve to clarify the rights and responsibilities of the members of the New Jersey E-ZPass Group with respect to the terms and conditions of the current CSC Contract, which expires on January 31, 2017, and the new CSC Contract, which shall be effective on February 1, 2017, including, but not limited to, each member’s rights to the assets of and electronic toll revenue collected by the New Jersey E-ZPass Group, as well as the member obligations for expenses and liabilities of the New Jersey E-ZPass Group.

BACKGROUND: At the October 21, 2015 Board of Commissioners meeting, the Board authorized the Authority’s participation in the new CSC Contract with Xerox to provide: 1) a Customer Service Center (“CSC”); 2) Violations Processing; and 3) Financial Back Office services for the NJ EZ-Pass System (DRPA-15-120). The CSC Contract shall have a term of eight years from the "Cut-Over" date, with the option to extend for one two-year term. The Cut-Over date is the date on which Xerox will successfully complete the migration process from the existing CSC System to the new CSC System, as required by the Contract. The Cut- Over date is anticipated to occur at some point in 2017. SUMMARY STATEMENT Authorization for DRPA to Participate Finance 11/2/2016 in New Jersey E-ZPass Group and Execute First Addendum to NJ E-ZPass Customer Service Center Services Contract

The NJTA is currently the Lead Agency of the New Jersey E-ZPass Group, and will continue in this role under the new CSC Contract. As Lead Agency, NJTA is entrusted with the power, often in its sole discretion, to coordinate, oversee and administer the operation of the New Jersey E-ZPass CSC, pursuant to the CSC Contracts, on behalf of the other Group members. Other Group members presently include: the South Jersey Transportation Authority (“SJTA”), the DRPA, the Delaware River and Bay Authority (“DRBA”), the Delaware River Joint Toll Bridge Commission (“DRJTBC”) and the Burlington County Bridge Commission (“BCBC”).

After the new CSC Contract was fully executed in or around October 2015, NJTA, acting in its capacity as Lead Agency, approached the other Group members and requested that they each execute a necessary MOA and First Addendum to the CSC Contract in order to formally establish additional rights and obligations of each of the Agencies as members of the New Jersey E-ZPass Group, as well as certain additional rights and obligations of each of the Agencies under the new CSC Contract.

Specifically, the MOA will formally establish a multi-agency group, the New Jersey E-ZPass Group, to effectively implement and administer the CSC Contract. Under the MOA, NJTA will be designated the "Lead Agency" of the New Jersey E-ZPass Group, with the responsibility to oversee and administer the operation of the CSC pursuant to the CSC Contract and any ancillary contracts. NJTA serves in this capacity under the existing CSC Contract. Thus, the MOA simply formalizes some of NJTA’s rights and duties as Lead Agency vis-à-vis the New Jersey E-ZPass Group and the new CSC Contract. Continued participation in the New Jersey E-ZPass Group may be conditioned on agreement to and execution of the MOA by the Group member Agencies.

The MOA further sets forth how certain non-toll revenues and expenses of the New Jersey E-ZPass Group incurred, in addition to those arising under the CSC Contract will be shared among the Agencies. Certain revenues and expenses, including negative balances, credit card fees and banking fees, will be shared among the Agencies in accordance with the Revenue Allocation; that is, the proportion of the amount of electronic toll revenue, violation toll revenue, and administrative fee revenue earned by each Agency to the total amount SUMMARY STATEMENT Authorization for DRPA to Participate Finance 11/2/2016 in New Jersey E-ZPass Group and Execute First Addendum to NJ E-ZPass Customer Service Center Services Contract

of such revenue earned by the New Jersey E-ZPass Group. Other revenues and expenses, including “Procurement Costs” (e.g. legal and consulting costs), “Implementation Costs” (e.g. legal, consulting and equipment costs) and transponder purchases, will be shared among the Agencies in accordance with the Transaction Allocation; that is, the proportion of the number of electronic toll transactions at the toll facilities of each Agency to the total number of electronic toll transactions for the New Jersey E-ZPass Group.

The Authority's initial Revenue Allocation share is 12.3% and its Transaction Allocation share is 5.2%. These Allocations will result in an initial upfront payment of $2,554,858 under the Revenue Allocation, which sum consists mostly of DRPA’s pro-rata share of past negative balance accounts, and $71,197.34 under the Transaction Allocation, which consists of DRPA’s pro-rata share of the Procurement and Implementation Costs of the CSC Contract. Per the MOA, both the Revenue and the Transaction Allocations will be updated annually, beginning in 2018.

Upon information and belief, the other Group members, including NJTA, have each agreed to execute the MOA and pay their pro-rata share of fees and costs, including their pro-rata share of past negative account balances.

The First Addendum to the CSC Contract incorporates the applicable provisions of the MOA, including the application of the Revenue and Transaction allocations to certain revenue and expenses, into the fully executed, but not yet implemented, new CSC Contract. Under the existing CSC Contract, only the Transaction Allocation was used and, upon information and belief, was not updated on an annual (or any) basis. Thus, NJTA believes that the Addendum is necessary to clarify the Allocation and other processes, including the invoicing process, under the new CSC Contract.

Specifically, as set forth in the Addendum, Xerox will invoice each Agency, including the Authority directly, on a monthly basis, for the variable fees due under the contract for all toll transactions occurring at that Agency's facilities, as well as for the percentage due to Xerox of the administrative fees collected by Xerox for violations arising at that Agency's toll facilities. The fixed fees due to Xerox under the Contract shall be allocated among the Agencies in accordance with the SUMMARY STATEMENT Authorization for DRPA to Participate Finance 11/2/2016 in New Jersey E-ZPass Group and Execute First Addendum to NJ E-ZPass Customer Service Center Services Contract

Transaction Allocation; that is, the proportion of the number of electronic toll transactions at the toll facilities of each Agency to the total number of electronic toll transactions for the New Jersey E-ZPass Group. The Authority's initial Transaction Allocation share is 5.2%. Other fees, such as Monthly Variable Fees for Negative Balance E- ZPass Accounts and Change Orders which benefit all of the Agencies, shall be allocated in accordance with the Revenue Allocation; that is, the proportion of the amount of electronic toll revenue, violation toll revenue, and administrative fee revenue earned by each Agency to the total amount of such revenue earned by the New Jersey E-ZPass Group. The Authority's initial Revenue Allocation share is 12.3%. Per the Addendum, both the Revenue and the Transaction Allocations will be updated annually, beginning in 2018.

According to NJTA, in its capacity as Lead Agency, no additional funds are required for the Addendum, as it will not increase the cost of the CSC Contract as approved under Resolution DRPA-15-120. Upon information and belief, the other Group members, including NJTA, have each agreed to execute the First Addendum to the new CSC Contract.

Accordingly, it is recommended that the Board of Commissioners authorize the Authority to execute the MOA with NJTA, SJTA, DRBA, DRJBTC and BCBC to create the New Jersey E-ZPass Group in accordance with the terms set forth above. It is further recommended that the Commissioners authorize the Authority to execute the First Addendum to the CSC Contract. SUMMARY STATEMENT Authorization for DRPA to Participate Finance 11/2/2016 in New Jersey E-ZPass Group and Execute First Addendum to NJ E-ZPass Customer Service Center Services Contract

SUMMARY: Amount: $2,626,055.34 in 2017; TBD for Remaining years of CSC Contract Source of Funds: Revenue Fund, General Fund Capital Project #: N/A Operating Budget: Customer Service Center Operating Budget Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 8 year initial term + two-year Extension term option Other Parties Involved: New Jersey Turnpike Authority; South Jersey Transportation Authority; Delaware River and Bay Authority; Delaware River Joint Toll Bridge Commission; Burlington County Bridge Commission DRPA-16-125 Finance Committee: November 2, 2016 Board Date: November 16, 2016 Authorization for DRPA to Participate in New Jersey E-ZPass Group and Execute First Addendum to NJ E-ZPass Customer Service Center Services Contract

RESOLUTION

RESOLVED: That the Board authorizes staff to execute a Memorandum of Agreement, proposed by the New Jersey Turnpike Authority, which will establish a multi-agency group (the “New Jersey E-ZPass Group”) to effectively implement and administer the New Jersey E- ZPass Customer Service Center, Violations Processing, and Financial Back Office Professional Services Contract (“CSC Contract”) between the New Jersey E-ZPass Group and Xerox State and Local Solutions, Inc. (“Xerox”), as well as a necessary First Addendum to the CSC Contract; and

RESOLVED: That the Chair, Vice Chair and Chief Executive Officer, with the advice and counsel of the Authority’s Chief Financial Officer/Treasurer, General Counsel and appropriate staff, must approve and are hereby authorized to approve and execute any and all necessary schedules, agreements, instruments, certificates, contracts or other documents on behalf of the Authority necessary or required in connection with the CSC Contract. If such schedules, agreements, certificates, contracts or other documents have been approved by the Chair, Vice Chair or Chief Executive Officer and if, thereafter, the Chair, Vice Chair or Chief Executive Officer is absent or unavailable, and it is necessary to execute said document(s) while the Chair, Vice Chair or Chief Executive Officer is absent or unavailable, the Chief Financial Officer/Treasurer may execute said document(s) on behalf of the Authority; and

RESOLVED: That Authority staff are hereby authorized to take all other necessary and convenient actions, subject in each case to review and advice of the Chief Executive Officer, Chief Financial Officer/Treasurer and General Counsel, in order to undertake and effectuate on behalf of the DRPA the Authority’s continued participation in the New Jersey E- ZPass Group, all in accordance and consistent with the Compact and Bylaws. SUMMARY: Amount: $2,626,055.34 in 2017; TBD for Remaining years of CSC Contract Source of Funds: Revenue Fund, General Fund Capital Project #: N/A Operating Budget: Customer Service Center Operating Budget Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 8 year initial term + two-year Extension term option Other Parties Involved: New Jersey Turnpike Authority; South Jersey Transportation Authority; Delaware River and Bay Authority; Delaware River Joint Toll Bridge Commission; Burlington County Bridge Commission

NEW BUSINESS

SUMMARY STATEMENT

ITEM NO.: DRPA-16-126 SUBJECT: Consideration of Pending DRPA Contracts (Between $25,000 and $100,000)

COMMITTEE: New Business

COMMITTEEMEETINGDATE: N/A

BOARD ACTION DATE: November 16, 2016

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-16-126 New Business: November 16, 2016 Board Date: November 16, 2016 Consideration of Pending DRPA Contracts (Between $25,000 and $100,000)

RESOLUTION

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

SUMMARY: Amount: N/A Source of Funds: See Attached List Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A CONSIDERATION OF PENDING DRPA CONTRACTS (BETWEEN $25,000 - $100,000) – NOVEMBER 16, 2016 DRPA

Item # Vendor/Contractor Description Amount ProcurementMethod BidsReceived BidAmounts SourceofFunds 1 HRsoft One (1) year agreement to provide $42,333.00 Sole Source Provider - see attached Sole Source 1. HRsoft 1. $42,333.00 Revenue Fund Pittsburg, PA Performance Management and Stayview Justification Memo marked as Exhibit "1". Pittsburgh, PA employee engagement software solutions and services for DRPA & PATCO.

2 Rabco Equipment Purchase of forty-nine (49) Duty Lockers for $55,615.00 Competitive Formal Bid - Invitation for Bid DRPA-12-2016 1. Rabco Equipment 1. $55,615.00 General Fund Freehold, NJ the Ben Franklin Bridge. was publicly advertised and issued to fourteen (14) Freehold, NJ prospective bidders. Three (3) bids were received and publicly opened on October 11, 2016. 2. Robinson Steel Co. 2. $59,290.00 Norristown, PA

3. Hertz Furniture 3. $61,099.70 Ramsey, NJ 3 Willier Electric Motor Repair Co. Purchase and Installation of Submersible $39,532.00 Competitive Formal Bid - Invitation for Bid DRPA-06-2016 1. Willier Electric Motor Repair Co. 1. $39,532.00 General Fund Gibbsboro, NJ Pumps and Pump Control Panels for the was publicly advertised and issued to fifteen (15) Gibbsboro, NJ Commodore Barry Bridge. prospective bidders. Three (3) bids were received and publicly opened on October 12, 2016. 2. Scalfo Electric Inc. 2. $81,000.00 Vineland, NJ

3. Kaser Mechanical, LLC Jobstown, NJ 3. $82,400.00 CONSIDERATION OF PENDING DRPA CONTRACTS (BETWEEN $25,000 - $100,000) – NOVEMBER 16, 2016 DRPA (CONT’D)

Item # Vendor/Contractor Description Amount ProcurementMethod BidsReceived BidAmounts SourceofFunds 4 Stauffer Glove & Safety 2nd Year Contract Renewal to Supply Various $39,111.14 Competitive Formal Bid- On November 18, 2015, 1. Stauffer Glove & Safety 1. $39,111.14 Revenue Fund Red Hill, PA Gloves for DRPA and PATCO Storeroom Resolution DRPA-15-144 was Board approved for a one (1) Red Hill, PA Operations. year Contract to Supply Various Gloves for DRPA and Arbill $14,806.40 PATCO Storeroom Operations. The contract included a 2nd 2. Arbill 2. $14,806.40 Philadelphia, PA year firm fixed price option to renew for one (1) additional Philadelphia, PA year. Stauffer Glove & Safety and Arbill submitted their 2nd year firm price with a 3.96% overall cost increase. This requirement was originally publicly advertised and issued to thirty-eight (38) prospective bidders. Twelve (12) bids were received and publicly read on September 10, 2015. Bid was structured to award on "low bid per item" or "overall low bid" basis. Not all bidders bid all items, therefore, bid award is based on "low bid per item" basis. Bid includes 66 work and safety glove line items, which will be provided contractually for a one (1) year period on an "as needed basis". Based on pricing and satisfaction with the contractors performance, Purchasing recommends awarding the 2nd year contract renewal option.

5 The Revenue Markets Purchase rolling stock inventory of 8 foot $35,000.00 Sole Source Provider, see attached Sole Source 1. The Revenue Markets 1. $35,000.00 Revenue Fund Accord, NY single strip toll treadles for DRPA Toll (N.T.E) Justification Memo marked as Exhibit "2". Accord, NY (N.T.E) Operations.

SUMMARY STATEMENT

ITEM NO.: DRPA-16-127 SUBJECT: 2017 DRPA Board/Committee Meeting Schedules

COMMITTEE New Business

COMMITTEE DATE: N/A

BOARD ACTION DATE: November 16, 2016

PROPOSAL: That the Board approves and adopts the schedules of Board and Committee meetings for the year 2017.

PURPOSE: To adopt 2017 Board and Committee Meeting dates in compliance with the DRPA By Laws.

BACKGROUND: The DRPA By Laws provide, at Article VI (B)(3)(b), that within ten days of the beginning of each calendar year the Authority shall establish a schedule of its regularly scheduled meeting during the year. The Authority shall give public notice of the established schedule and any change in it.

The Corporate Secretary has prepared the schedule for the entire year 2017 as and it is attached hereto.

SUMMARY: Amount: NA Source of Funds: NA Capital Project #: NA Operating Budget: NA Master Plan Status: NA Other Fund Sources: NA Duration of Contract: NA Other Parties Involved: NA DRPA-16-127 New Business: N/A Board Date: November 16, 2017 2017 DRPA Board Meeting Schedule

RESOLUTION

RESOLVED: That the schedule of meetings for the calendar year 2017 as attached hereto be and hereby is adopted by the Board. There will be one (1) off- site evening meeting in Pennsylvania and one (1) off-site evening meeting in New Jersey.

SUMMARY: Amount: NA Source of Funds: NA Capital Project #: NA Operating Budget: NA Master Plan Status: NA Other Fund Sources: NA Duration of Contract: NA Other Parties Involved: NA 2017 DRPA/PATCO BOARD MEETING DATES

January 4, 2017 (if necessary) January 18, 2017

February 1, 2017 (if necessary) February 15, 2017

March 1, 2017 (if necessary) March 15, 2017

April 5, 2017 (if necessary) April 19, 2017

May 3, 2017 (if necessary) May 17, 2017 (6:00 p.m. – Philadelphia - TBD)

June 7, 2017 (if necessary) June 21, 2017

July 5, 2017 (if necessary) July 19, 2017

August 2, 2017 (if necessary) August 16, 2017

September 6, 2017 (if necessary) September 20, 2017

October 4, 2017 (if necessary) October 18, 2017 (6:00 p.m. - New Jersey Meeting – TDB)

November 1, 2017 (if necessary) November 15, 2017

December 6, 2017 2017 COMMITTEE MEETING DATES

OPERATIONS & MAINTENANCE

Tuesday, January 10, 2017 at 9:00 a.m. Tuesday, February 1, 2017 at 9:00 a.m. Tuesday, March 7, 2017 at 9:00 a.m. Tuesday, April 4, 2017 at 9:00 a.m. Tuesday, May 2, 2017 at 9:00 a.m. Tuesday, June 6, 2017 at 9:00 a.m. Tuesday, July 11, 2017 at 9:00 a.m. Tuesday, August 1, 2017 at 9:00 a.m. Tuesday, September 12, 2017 at 9:00 a.m. Tuesday, October 2, 2017 at 9:00 a.m. Tuesday, October 31, 2017 at 9:00 a.m. Tuesday, November 28, 2017 at 9:00 a.m.

LABOR

Tuesday, January 10, 2017 at 10:30 a.m. Tuesday, February 1, 2017 at 10:30 a.m. Tuesday, March 7, 2017 at 10:30 a.m. Tuesday, April 4, 2017 at 10:30 a.m. Tuesday, May 2, 2017 at 10:30 a.m. Tuesday, June 6, 2017 at 10:30 a.m. Tuesday, July 11, 2017 at 10:30 a.m. Tuesday, August 1, 2017 at 10:30 a.m. Tuesday, September 12, 2017 at 10:30 a.m. Tuesday, October 2, 2017 at 10:30 a.m. Tuesday, October 31, 2017 at 10:30 a.m. Tuesday, November 28, 2017 at 10:30 a.m.

FINANCE

Wednesday, January 4, 2017 at 9:00 a.m. Wednesday, February 7, 2017 at 9:00 a.m. Wednesday, March 1, 2017 at 9:00 a.m. Wednesday, April 5, 2017 at 9:00 a.m. Wednesday, May 3, 2017 at 9:00 a.m. Wednesday, June 7, 2017 at 9:00 a.m. Wednesday, July 12, 2017 at 9:00 a.m. Wednesday, August 2, 2017 at 9:00 a.m. Wednesday, September 6, 2017 at 9:00 a.m. Wednesday, October 4, 2017 at 9:00 a.m. Wednesday, November 1, 2017 at 9:00 a.m. Wednesday, November 29, 2017 at 9:00 a.m. AUDIT

Wednesday, March 1, 2017 at 10:30 a.m. Wednesday, June 7, 2017 at 10:30 a.m. Wednesday, September 6, 2017 at 10:30 a.m. Wednesday, November 29, 2017 at 10:30 a.m. (This would be the December meeting) SUMMARY STATEMENT

ITEM NO: DRPA-16-120 SUBJECT: Custodial Services for DRPA Bridge and Facilities

COMMITTEE: NewBusiness

COMMITTEE MEETING DATE: N/A

BOARD ACTION DATE: November 16, 2016

PROPOSAL: That the Board Authorizes staff to negotiate a three year contract with Team Clean of Philadelphia for custodial services at the DRPA Bridge Facilities in an amount not-to-exceed $1,780,656.89 over the three (3) year period.

PURPOSE: To provide custodial services for DRPA buildings and toll booths at each of the four bridges.

BACKGROUND: DRPA’s existing three (3) year contract for custodial services is due to expire on January 15, 2017. WATTS Window Cleaning & Janitorial of Philadelphia is the current vendor for the facilities.

A Request for Proposal (RFP) was publicly advertised by DRPA for a new custodial services contract. Five proposals were received in response to the RFP. The scope of work included all labor, equipment and supplies to provide the services at the bridge facilities on a five day per week basis as well as periodic special cleaning services during the course of a year (i.e. carpets, windows, floor strip/wax, 3 day weekends and emergency services). Site inspections of all facilities were conducted. Proposals were received from the following companies.

 ABM Building Value of Philadelphia  ATS Group of Camden, NJ  Service master Clean of Camden, NJ  Team Clean of Philadelphia  Watts Window Cleaning & Janitorial of Philadelphia

A committee of staff has completed a detail review and evaluation of the proposals including the technical approach to the scope, quality assurance and quality control and proposed hourly rates and costs.

Based upon the proposals submitted and examination of client references, staff determined that Team Clean of Philadelphia would provide the level of service and oversight required by Bridge Operations. Team Clean is a Women Business Enterprise (WBE) based in Philadelphia from which they would staff and manage DRPA services. Staff recommends that a professional service agreement be awarded to Team Clean of Philadelphia in an amount not to exceed $1,780,656.89 over a three year period. SUMMARY STATEMENT -2- Custodial Services for DRPA Bridge and Facilities

______

SUMMARY: Amount: N-T-E $1,780,656.89 over three year period Source of Funds: Operating Budget - Revenue Fund Capital Project #: N/A Operating Budget: N-T-E $1,780,656.89 Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Three (3) years Other Parties Involved: N/A DRPA-16-120 New Business: November 16, 2016 Board Date: November 16, 2016 Custodial Services for the DRPA Bridges and Facilities

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority authorize DRPA staff to negotiate a three (3) year contract with Team Clean of Philadelphia for custodial services at the DRPA Facilities in an amount not to exceed $1,780,656.89 over the three (3) year period; and be it further

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

SUMMARY: Amount: N-T-E $1,780,656.89 Source of Funds: Operating Budget - Revenue Fund Capital Project #: N/A Operating Budget: N-T-E $1,780,656.89 Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Three (3) Years Other Parties Involved: N/A DELAWARE RIVER PORT AUTHORITY & PORT AUTHORITY TRANSIT CORP.

BOARD MEETING

Wednesday, November 16, 2016 9:00 a.m.

Board Room One Port Center Camden, NJ

John T. Hanson, Chief Executive Officer

PATCO BOARD

PORT AUTHORITY TRANSIT CORPORATION BOARD MEETING

Wednesday, November 16, 2016 at 9:00 a.m. One Port Center, 11th Floor, Board Room Camden, New Jersey

ORDER OF BUSINESS

1. Roll Call

2. Public Comment

3. Report of the General Manager – November 2016

4. Approval of October 19, 2016 PATCO Board Meeting Minutes

5. Monthly List of Previously Approved Payments – Covering Month of October 2016

6. Monthly List of Previously Approved Purchase Orders and Contracts of October 2016

7. Approval of Balance Sheet and Equity Statement dated September 30, 2016

8. Approval of Operations & Maintenance Committee Meeting Minutes of November 1, 2016

9. Adopt Resolution Approved by Operations & Maintenance Committee of November 1, 2016

PATCO-16-031 Contract No. 11-G, PATCO SCADA-CTC Office System Upgrade

PATCO-16-032 In-Kind Support of 2017 Community Initiatives

PATCO-16-033 Promotion of PATCO to Students in 2017

PATCO-16-034 Industry, Historical and Technical Societies and Schools Touring PATCO Facilities in 2017

PATCO-16-035 PATCO Cares Program in 2017

PATCO-16-036 PATCO Marketing thru Promotional Efforts with Local Organizations, Venues and Sport Franchises in 2017

PATCO-16-037 Passenger Information & Messaging System – Phase 3

10. Approval of Labor Committee Meeting Minutes of November 1, 2016 11. Adopt Resolutions Approved by Labor Committee of November 1, 2016

PATCO-16-038 PATCO Electrical Maintainer Apprenticeship Program

12. Unfinished Business

13. New Business

PATCO-16-039 Consideration of Pending PATCO Contracts (Between $25,000 and $100,000)

PATCO-16-040 2017 PATCO Board/Committee Meeting Schedules

PATCO-16-041 Service Contract Modifications

14. 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.

November 16, 2016

To the Commissioners:

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

HIGHLIGHTS

STEWARDSHIP

Leaf Schedule & Rail Spraying Operations - Each autumn, PATCO implements special operating procedures to minimize the effect of leaves falling on the rails. When the wheels of the train crush leaves, the oily leaf residue can cause wheels to slide, and the friction of the sliding wheels on the rails results in flattened wheels. Trains with flattened wheels would have to be taken out of service. Also the slippery conditions reduce our trains’ ability to accelerate and brake. To minimize this inconvenience to our customers and added cost to our operations, PATCO limits acceleration and braking rates for its in- service trains and uses a special high-pressure washer to remove as much of the residue as possible. The speed restrictions result in a slightly longer trip. The “Leaf Schedule” will be in effect from October 22 through the beginning of December.

TUV – Track Utility Vehicle – The Board approved the acquisition of a Track Utility Vehicle via PATCO-15-012. At long last this versatile piece of equipment has arrived. The TUV is currently going through acceptance testing, and staff are undergoing training and will be prepared to clean rails, deice the third rail, and clear snow.

General Manager’s Report – for November 16, 2016 Meeting

Solar Powered Pedestrian Crossing Signs – To enhance pedestrian safety, PATCO has installed two new pedestrian crossing signs at our busiest New Jersey station, Lindenwold. Each year the Cross County Connection Transportation Management Association offers its members the opportunity to apply for a grant within specific parameters. PATCO, a long- standing member of CCCTMA, was approved for a $3,500 grant for this initiative. The solar panel fully powers the flashing LED lights along the perimeter of the signs.

Escalators / Elevators Availability – In October we again exceeded our goals. Availability of all escalators was 97.30% in October and 98.18% for the year to date. Availability of elevators was 99.73% in October and 99.44% for the year to date.

Car

Overhaul Program – Thirty-six refurbished cars are serving our customers, and two more are undergoing qualification testing on- site. Another two cars are expected from the car builder on November 17.

SERVICE

Improved Communications – As part of our continuing effort to improve communications with our customers, PATCO installed new speakers at Lindenwold and 15th/16th/Locust Street Stations, where staff make announcements regarding train arrivals and departures. These installations have resulted in noticeably clearer broadcasts.

Lost and Found - During the month of October, a total of 61 items were claimed through the Lost & Found office in Lindenwold Station. Customers especially appreciated the 20 cell phones, 10 sets of keys, 6 wallets, and 5 IDs. In addition, Lost & Found proactively mailed letters to six individuals who had lost their identification but had not reached out to PATCO regarding their loss.

Occasionally a customer realizes just as s/he is exiting the station that s/he has left something valuable on the train and reaches out for immediate assistance. At least 5 times this month, we successfully retrieved and returned valuable items to our customers within minutes of their loss.

Ridership – Ridership in October, 2016 was 910,738, a decrease of 4,298 (-0.47%) when compared to the same period of 2015. The number of weekdays was one fewer in 2016 than in 2015, with 5 Sundays in 2016 compared to 4 in 2015. A comparison of average weekday ridership in the month of October in 2016 vs. 2015 is as follows: 38,040 in 2016 vs. 35,449 in 2015, a 7.3% increase.

Year to Date ridership as of 10/31/2016 was 8,927,909, an increase of 454,902 (+5.37%) when compared to the same period of 2015.

COMMUNITY

PATCO Cares – PATCO welcomed the “Commitment to Community” agency to our PATCO Cares program. Representatives met with commuters at Lindenwold Station to explain the need to replenish supplies as the school year progresses. Barrels were set out in Lindenwold, Ashland, Woodcrest, and Haddonfield Stations to collect donations from PATCO riders.

General Manager’s Report – for November 16, 2016 Meeting

FINANCE

PATCO Income year to date (through 9/30/2016) amounted to $21,234,400 compared with a Budget Anticipated Income of $19,948,298, a favorable variance of $1,286,102 or 6.45%.

Operating expenses during September 2016 amounted to $4,202,225, compared with a Budget Anticipated Expense of $4,539,801, a favorable variance of $337,576 or 7.44%. Year to date expenses totaled $35,860,205 compared with a Budget Anticipated Expense of $40,858,210, a favorable variance of $4,998,004 or 12.23%.

During the month of September 2016, PATCO experienced a Net Operating Loss (excluding rental and non-recurring charges) of $1,775,302. The cumulative Net Operating Loss (excluding rental and non- recurring charges through 9/30/2016) totaled $14,625,805. Total Cumulative Loss year to date (including Lease Rental charges) equaled $19,217,307.

Net Transit Loss (including lease expense) for the month ending 9/30/2016 was $2,285,468.

2016 2016 Through September 30, 2016 Budget Actual Variance Income $19,948,298 $21,234,400 $1,286,102 F Expenses $40,858,210 $35,860,205 $4,998,004 F Operating Ratio .4882 .5921

Passengers 7,872,826 8,017,171 144,345 F Car Miles 3,571,554 3,497,618 73,936

Ridership in September, 2016 was 903,997, an increase of 40,199 (+4.65%) when compared to the same period of 2015. The number of weekdays was the same in 2016 as in 2015, but we would note that the Pope’s visit did give us a bump in weekend ridership last September. A more meaningful comparison of ridership in the month of September in 2016 vs. 2015 might be the average weekday: 38,038 in 2016 vs. 35,792 in 2015, a 6.2% increase. Year to Date ridership as of 9/30/2016 was 8,017,171, an increase of 459,200 (+6.08%) when compared to the same period of 2015.

PERSONNEL TRANSACTIONS

The following personnel transactions occurred in October, 2016:

NAME POSITION DEPT. DATE

APPOINTMENT(S)

Ronald J. Cochran Electronic Technician Equipment 10/17/2016

APPOINTMENT(S) – TEMPORARY - None

PROMOTION(S) - None General Manager’s Report – for November 16, 2016 Meeting

UPGRADE - None

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION

Mary Stires From: Accounting Clerk Payroll To: Acting Payroll Administrator Payroll 10/08/2016 – 10/17/2016

TRANSFER(S) – PATCO / DRPA - None

TRANSFERS - None

RESIGNATION(S) - None

RETIREMENT(S) - None

DECEASED – None

PURCHASING & MATERIAL MANAGEMENT

During the month of October, 117 purchase orders were issued with a total value of $871,697. Of the $15,639 in monthly purchases where minority vendors could have served PATCO needs, $6,344 was awarded to MBEs and $1,482 to WBEs. The $7,826 total MBE/WBE purchases in October represent 0.90% of the total spent and 50.04% of the purchases available to MBE/WBEs.

TRANSIT SERVICES

On-time Performance - The on-time performance for the 5,462 scheduled trips in October was 95.93%. Performance for the year to date was 95.91%. When examining our performance during peak periods in October, we find 15 “rush hours” in which no trains at all were delayed. We improved compared to last month (September, 2016 - 95.67%) but did not do as well as October of last year (97.95%).

Three incidents involving slippery rail and the deployment of our rail spraying equipment resulted in delays of several trains. One train had a traction motor problem, causing 10 trains to be late and 3 to be annulled. One other incident involving 10 late trains involved a clinking sound reported by a passenger on the train; subsequent thorough investigation revealed no defect. In every case, although we are reluctant to inconvenience our customers, PATCO’s procedures prioritize safety over convenience.

A summary of the causes of delay incidents is provided below. It should be noted that in only one case did a lack of available equipment cause a delay this month.

General Manager’s Report – for November 16, 2016 Meeting

Delay Incidents - October, 2016 Other, 9%

Transit Operations, 5%

Public Safety Issues, 1% Equipment Defect, 68% Trespasser, 5% Fault 13 Cab Window 10 Doors 10 Passenger Issues, 3% Train in Emerg. 5 OLCB 4 Speed Restrictions, 3% Emerg. Lighting 3 Yard Equipment 3 W&P Track - Wayside, 3% Brake/Comp 2 Air Blow 2 W&P Elec - Signal - Radio, 1% Bypass Light 2 Lack of Equipment, 1% Lights 2 Unusual Noise 2 Miscellaneous 7

MAINTENANCE

The following significant maintenance initiatives progressed in October:

 One quality used and fifteen (15) rebuilt motors are available for installation as needed. Seventy- five (75) motors are at vendors for repair, including 31 at Swiger Coil, 38 at RAM, 5 at WALCO and 1 at Sherwood. New three-year contracts were sent to four vendors: Ram Industrial, Sherwood Locomotion, Swiger Coil and WALCO Electric. Swiger Coil has suggested that we take on a coil replacement campaign, and they estimated this will cost $1700 per motor for 100% new coils. We are gathering data concerning the percentage of new coils already in place.  We had established a goal of 50 truck overhauls in 2016. Nineteen (19) trucks have been assembled and four (4) more are in progress.  Truck assembly kits maintain control of planned issued parts and will highlight material shortages well before work stoppage occurs. Six (6) mechanical kits have been built comprising materials for twelve (12) trucks. We have created an electrical inventory list, and one kit (for four trucks) has been assembled with another in progress.  One (1) rebuilt gearbox is currently available. Four (4) wheelsets are assembled and ready for truck building. Ninety-seven (97) gearboxes are at vendors for repair with 51 at UTC and 46 at Penn Machine. Both UTC and Penn Machine have had an issue with obtaining the high speed and intermediate bearings from Timken (November delivery date). To keep our gearbox rebuild General Manager’s Report – for November 16, 2016 Meeting

progressing, we have sent 60 bearings (for 15 gear boxes) to UTC and 108 bearings (for 27 gearboxes) to Penn Machine. UTC also expressed difficulty in obtaining low speed (quill) bearings for both the B1 and B2 gearboxes; they are currently working through this situation. The existing contract for this work ends in July of 2017.  In October we completed 90 exterior washes. We performed scrubs (intensive interior cleaning) on 26 cars this month.  Overhaul of the shop continues. Installation of new Stanley Vidmar cabinets/work benches is progressing. The in-floor hoist replacement running rails were received, and installation is scheduled for mid-November.  Car overhaul - We have 38 overhauled cars on-site and 36 have been conditionally accepted. Married Pair #19 was delivered on October 13, and qualification testing is in progress. The next married pair is scheduled for delivery from the car builder’s plant on November 17.  Alstom continues to work on warranty repairs and operational service issues.  Alstom-provided training – Training on HVAC and Communications was completed. Cab signal and Truck training has been scheduled and will be completed by the end of November. The S500 test station training is pending.  Welding repairs were performed on 83W frog at West Linden Interlocking.  Track was resurfaced between Mileposts 13.21 and 13.25.  Track ties were replaced at Ferry and Woodcrest Interlockings – center track.  Way & Power assisted with placement of the Track Utility Vehicle and testing functions.  Maintenance was performed on third rail cabling and extension plates.  Stations were inspected and maintenance was performed.  Right of Way and signal inspections were performed.  Relay testing and repairs at interlockings and substations were performed.  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 new installation of subway fire-alarm systems o Maintenance of and enhancements to the 800 MHz radio system o Maintenance and repairs of escalators and elevators o VCOMM/Verizon Wireless – continued flagging support o Westmont Viaduct project – provided flagging and scheduling o Substation Transformer Replacement project – provided flagging and scheduling

SAFETY

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

Respectfully submitted,

John D. Rink General Manager

MEMORANDUM

PORT AUTHORITY TRANSIT CORPORATION of Pennsylvania & New Jersey

TO: John Rink

FROM: David Fullerton SUBJECT: Monthly Report: Safety Department – October, 2016

DATE: November 2, 2016

1. Staff was involved in the following activities concerning Contractor Safety:  Conducted Contractor’s Safety Briefings and created the necessary follow-up reports of safety briefings as shown below (total of 47 people trained):

PATCO NUMBER DATE CONTRACTOR CONTRACT PROJECT/WORK AREA IN NO. ATTENDANCE 10/03/16 DRPA Employee Dan Cosgrove 1 Advanced Infrastructure Woodcrest Platform 10/03/16 CS5118 1 Design Condition and Evaluation Woodcrest Platform 10/03/16 Greenman-Peterson, Inc. CS5118 3 Condition and Evaluation PMC Task Fiber Optic Evaluation 10/03/16 Jacobs Engineering 1 Order and Assessment 10/03/16 RCC # 28-2007 Westmont Viaduct 1

10/03/16 50 States Engineering #28-2007 Westmont Viaduct 2

10/03/16 Stokes Creative Group #28-2007 Westmont Viaduct 1

10/03/16 SPI Communications VB0008 BFB Relocation 1 BFB South Walkway, 10/03/16 Verizon BF-46-2016 Bicycle and Pedestrian 2 Ramp Advanced Infrastructure Woodcrest Platform 10/10/16 CS5118 3 Design Condition and Evaluation Verizon Wireless Above- 10/10/16 Advantage Engineers 2 Ground Projects Verizon Wireless Under 10/10/16 Carr & Duff and Above Ground 4 Projects

Camera and Callbox 10/10/16 Schneider Electric Co. 5 Maintenance 10/10/16 Simplex Grinnell Fire Alarm System 1 BFB Instrumentation and 10/17/16 AECOM 4 Monitoring Project Threat & Vulnerability 10/17/16 TRA 6 Assessments Electronic Tech/ 10/17/16 PATCO New Hire 1 Equipment Maintenance Training 10/17/16 JTM Concepts 1 Alstom Trains 10/24/16 Accountants For You Transit Ambassadors 3 Verizon Wireless Under 10/24/16 Carr & Duff and Above Ground 1 Projects 10/24/16 Simplex Grinnell Fire Alarm Project 2

10/31/16 Simplex Grinnell Fire Alarm Project 1

Drug & Alcohol Tests – for October 2016 Random Drug only 10 Random Alcohol only 0 Random Drug & Alcohol 2 Reasonable Suspicion Drug only 0 Reasonable Suspicion Alcohol only 0 Post-Accident 0 TOTAL EMPLOYEES TESTED: 10

2. Internal PATCO Safety Activities:

 Conducted and participated in weekly PATCO Safety Briefings on October 3, 10, 17, 24 and 31, 2016.  Attended and participated in TVA Workshop, TRA Headquarters, October 3, 17, and 18, 2016.  Conducted and participated in Familiarization Training for Haddon Township Police Department, October 4th, 2016  Attended PATCO #28-2007 Westmont Viaduct Progress Meeting, October 4 and 18, 2016.  Attended PATCO Directors’ Meeting, October 4, 2016.  Attended and participated in Strategic Planning Break-Out Group #3, October 4, 2016.  Coordinated Asbestos Training for PATCO personnel October 4, 5, 6, 12,, 13,, 18, and 19, 2016  Attended Internal Safety and Security and Emergency Preparedness Meeting, October 5, 2016.  Attended Track Allocation Meeting, October 5, 2016.  Attended Kick-off Meeting for Woodcrest Station Platform Testing and Evaluation, October 6, 2016.  Attended PATCO Staff Weekly Meeting, October 7 and 12, 2016.

 Attended Prime Group meeting at City Hall Station, October 11, 2016.  Assisted with coordination of and participated in 2016 PATCO Health Fair, October 11, 2016.  Conducted Environmental Audit, Equipment Department, October 13, 2016  Attended 54-2014 Bi-Weekly Progress Meeting, October 12 and 26, 2016  Conducted and participated in monthly SACC/Joint Workplace Committee meeting, October 13, 2016  PATCO Security Working Group Meeting, October 13, 2016  Attended Labor Management Meeting, October 18, 2016  Attendance at 2016 Senior Staff Meeting, October 21, 2016  Attendance at Discipline Group, October 21, 2016  Participation and attendance at DRPA/PATCO TVA Site Visits, October 24 and 27, 2016  Conducted Reasonable Suspicion Training, October 25 and 27, 2016  Attendance at PATCO Fire Alarm Progress Meeting, October 26, 2016  Participation and attendance at Programs and Activities Subcommittee Meeting, October 26, 2016  Attendance at DRPA/PATCO Site Visits, October 27, 2016  Conducted Environmental Audit, PATCO Store Room, October 31, 2016  Attendance at Bi-Weekly Lunchtime Leadership Discussions, October 31, 2016

3. Involvement in Authority Activities:

 Attended and participated in IAIC Committee Meeting, October 11, 2016  Participated in Quarterly Central Safety & Health Committee Meeting, October 26, 2016

4. Outside Agency Involvement.

None.

PATCO BOARD MINUTES

1 PORT AUTHORITY TRANSIT CORPORATION

2

3 BOARD MEETING

4

5 Camden County Boathouse 7050 N. Park Drive 6 Pennsauken, NJ

7 Wednesday, October 19, 2016, at 6:00 PM 8

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

1 PRESENT

2 Pennsylvania Commissioners

3 Ryan Boyer, Chairman, DRPA/PATCO Boards Marian Moskowitz 4 Joseph Martz Carl Singley 5 Antonio Fiol-Silva John Dougherty (for Pennsylvania Auditor General Eugene 6 DePasquale)

7 New Jersey Commissioners

8 Jeffrey Nash, Esq., Vice Chairman E. Frank DiAntonio 9 Charles Fentress Albert Frattali (via telephone) 10 Tamarisk Jones (via telephone)

11 DRPA/PATCO Staff

12 John Hanson, Chief Executive Officer, DRPA/ President, PATCO 13 Maria Wing, Deputy Chief Executive Officer Raymond Santarelli, General Counsel and Corporate 14 Secretary Stephen Holden, Deputy General Counsel 15 Kathleen Vandy, Assistant General Counsel Gerald Faber, Assistant General Counsel 16 Richard Mosback, Assistant General Counsel Monica Gibbs, Assistant General Counsel 17 James White, Chief Financial Officer Toni Brown, Chief Administrative Officer 18 Michael Venuto, Chief Engineer Larry Walton, Bridge Director, Walt Whitman and 19 Commodore Barry Bridges William Shanahan, Director, Government Relations 20 Barbara Holcomb, Manager, Capital Grants Christina Maroney, Director, Strategic Initiatives 21 Jack Stief, Chief of Police, Public Safety

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

1 DRPA/PATCO Staff (continued)

2 Gary Smith, Captain, Public Safety Kyle Anderson, Director, Corporate 3 Communications and Community Relations Michael Williams, Acting Manager, Corporate 4 Communications and Community Relations John Rink, General Manager, PATCO 5 Rohan Hepkins, Assistant General Manager, PATCO John Lotierzo, Director of Finance, DRPA 6 Mark Ciechon, Director of Finance, PATCO David Aubrey, Manager, Internal Audit 7 Susan Squillace, Manager, Procurement and Stores Amy Ash, Manager, Contracts Administration 8 Katherine Hilinski, Records Manager Sheila Milner, Administrative Coordinator 9 Elizabeth Saylor, Administrative Coordinator Nancy Farthing, Executive Assistant to the CEO 10 Others Present 11 Mary Maples, Associate Counsel, New Jersey 12 Governor's Authorities Unit (via telephone) Chelsea Rosebud Guzowski, Director of Economic & 13 Strategic Initiatives, Pennsylvania Governor's Office of the Budget 14 David Dix, Assistant to Chairman Boyer David Rapuano, Esq., Archer & Greiner 15 Alan Kessler, Esq., Duane Morris LLP (Pennsylvania Counsel)(via telephone) 16 Stephan Wahba, Esq., Duane Morris LLP (Pennsylvania Counsel) 17 Olivia C. Glenn, Regional Manager, New Jersey Conservation Foundation 18 Lucy Smith Geraldine Smith 19 Mark McMichael Doug Wills 20 Jerry McFadden Joe Quigley 21 Michael Brown Niko Rodriguez 22

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

1 Citizens' Advisory Committee Members

2 John Boyle Robert Melikian 3 Jonathan Latko Michael Devlin 4 Tom Jordan Stephen Benigno 5 Kathy Venuti Judy Boldurian 6

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

1 I N D E X Page

2 Roll Call 7

3 Public Comment 8

4 Report of the General Manager - October 2016 8

5 Approval of September 21, 2016 PATCO Board Meeting Minutes 10 6 Monthly List of Previously Approved Payments 7 Covering the Month of September 2016/Monthly List of Previously Approved Purchase Orders and 8 Contracts of September 2016 11

9 Approval of Balance Sheet and Equity Statement dated August 31, 2016 11 10 Approval of Operations & Maintenance Committee 11 Meeting Minutes of October 11, 2016 12

12 Adoption of Resolutions Approved by Operations & Maintenance Committee of October 11, 2016: 12 13 PATCO-16-024 Webhosting & Maintenance of 14 FREEDOM Card e-Commerce Application 15 PATCO-16-025 Replacement of Ticket Vending 16 Machine Debit Pin Pads

17 PATCO-16-026 FREEDOM Card Service Center Operations 18 PATCO-16-027 Sole/Single Source Vendors for 19 Replacement Parts for PATCO - CY 2017 20 PATCO-16-028 W&P Materials Storage 21 PATCO-16-029 Center Tower Backup Generator 22

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

1 INDEX (Continued)

2 Page

3 Unfinished Business 13

4 New Business 13

5 PATCO-16-030 Consideration of Pending PATCO Contracts (Between 6 $25,000 and $100,000)

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

1 PROCEEDINGS

2 CHAIRMAN BOYER: I would like to call to order

3 the monthly board meeting of PATCO and ask the

4 Corporate Secretary to call roll.

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

6 Chairman Boyer?

7 CHAIRMAN BOYER: Present.

8 MR. SANTARELLI: Vice Chairman Nash?

9 VICE CHAIRMAN NASH: Here.

10 MR. SANTARELLI: Commissioner Fiol-Silva?

11 COMMISSIONER FIOL-SILVA: Present.

12 MR. SANTARELLI: Commissioner DiAntonio?

13 COMMISSIONER DiANTONIO: Present.

14 MR. SANTARELLI: Commissioner Martz?

15 COMMISSIONER MARTZ: Here.

16 MR. SANTARELLI: Commissioner Fentress?

17 COMMISSIONER FENTRESS: Here.

18 MR. SANTARELLI: Commissioner Moskowitz?

19 COMMISSIONER MOSKOWITZ: Here.

20 MR. SANTARELLI: Commissioner Frattali?

21 COMMISSIONER FRATTALI: Here.

22 MR. SANTARELLI: Commissioner Dougherty?

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

1 COMMISSIONER DOUGHERTY: Present.

2 MR. SANTARELLI: Commissioner Jones?

3 COMMISSIONER JONES: Here.

4 MR. SANTARELLI: Commissioner Singley?

5 COMMISSIONER SINGLEY: Here.

6 MR. SANTARELLI: You have a quorum.

7 CHAIRMAN BOYER: Thank you. Do we have any

8 public comments about PATCO business?

9 Hearing none, we will proceed with the Report

10 of the General Manager, John Rink?

11 MR. RINK: Thank you, Mr. Chairman. Good

12 evening, Commissioners. My report stands as

13 submitted, but I'd like to highlight the community

14 service and stewardship that goes along on our system.

15 First, in regards to community: back in September we

16 supported over 6,000 cyclists on the annual MS Bike

17 Run, including a selfie from one of our equipment

18 mechanics. Unfortunately, I don't have a selfie of

19 the Vice Chairman, who also participated in that

20 event. I would have been sure to share that with you.

21 The MS raised over $6 million from that event.

22 We also recognize two of our employees for

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

1 excellent service. I received a tweet from one of our

2 customers, “Props to PATCO for ingenuity.” Two of our

3 employees came up with an ingenious idea in order to

4 correct a problem and make sure the trains stayed in

5 service.

6 In regards to service, our ridership continues

7 to show upward trends. From September of this year

8 compared to last year, we're up 4.6 percent. Our

9 average weekday between September of this year and

10 last year was up 6.2 percent. Year-to-date totals at

11 the end of September were up 6.1 percent.

12 In regards to stewardship: Verizon has

13 completed their cell phone service equipment

14 installation at 12th and 13th Street, and at City

15 Hall, Camden. For those with Verizon service, they

16 now receive 4G service and better on our platforms.

17 Lastly, in regards to stewardship, we received

18 two more Alstom cars. They were delivered last week,

19 bringing it up to 38 on-site. Currently, the two cars

20 are going through their conditional acceptance

21 testing. The goal is to have them in revenue service

22 sometime next week.

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

1 One item that's not in my report; we will

2 start a new schedule come this Saturday. Our staff

3 will be out in the stations tomorrow handing out our

4 new timetables. This coincides with our annual leaf

5 season. With the fall leaves slowly coming down, our

6 trains will run slower in and out of the station due

7 to the fine, oily residue that they leave behind.

8 With that, that concludes my report, Chairman.

9 CHAIRMAN BOYER: Thank you. Any comments on

10 the General Manager's report? I'll entertain a motion

11 to accept his report.

12 COMMISSIONER MOSKOWITZ: So moved.

13 COMMISSIONER DiANTONIO: Second.

14 CHAIRMAN BOYER: All in favor?

15 ALL: Aye.

16 CHAIRMAN BOYER: All opposed? Ayes have it.

17 Approval of September 21, 2016 PATCO Board

18 Minutes. The Minutes from the September 21, 2016

19 PATCO Board Meeting were previously provided to all

20 Commissioners. Are there any corrections? I'll accept

21 a motion to accept those meeting minutes.

22 COMMISSIONER DiANTONIO: Move the motion.

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

1 CHAIRMAN BOYER: Can I get a second?

2 VICE CHAIRMAN NASH: Second.

3 CHAIRMAN BOYER: All in favor?

4 ALL: Aye.

5 CHAIRMAN BOYER: All opposed? Ayes have it.

6 The Monthly List of Previously Approved

7 Payments Covering the Month of September 2016 and the

8 Monthly List of Previously Approved Purchase Orders

9 and Contracts Covering the Month of September 2016.

10 I'll accept a motion to receive and file.

11 VICE CHAIRMAN NASH: So moved.

12 COMMISSIONER DiANTONIO: Second.

13 CHAIRMAN BOYER: All in favor?

14 ALL: Aye.

15 CHAIRMAN BOYER: All opposed? Ayes have it.

16 Balance Sheet and Equity Statements dated August 31,

17 2016. I'll accept a motion to receive and file.

18 COMMISSIONER MOSKOWITZ: So moved.

19 COMMISSIONER MARTZ: Second.

20 CHAIRMAN BOYER: All in favor?

21 ALL: Aye.

22 CHAIRMAN BOYER: All opposed? Ayes have it.

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

1 Approval of the Operations & Maintenance

2 Committee Minutes of October 11, 2016. The Operations

3 & Maintenance Committee Minutes of October 11, 2016

4 were previously provided to all Commissioners. Are

5 there any corrections? May I have a motion to accept

6 the Operations & Maintenance Committee Minutes of

7 October 11, 2016?

8 COMMISSIONER FENTRESS: Move the motion.

9 COMMISSIONER DiANTONIO: Second.

10 CHAIRMAN BOYER: All in favor?

11 ALL: Aye.

12 CHAIRMAN BOYER: All opposed? Ayes have it.

13 Adoption of Resolutions Approved by the

14 Operations & Maintenance Committee on October 11,

15 2016. There are six items from the Operations &

16 Maintenance Committee for consideration. They are as

17 follows:

18 PATCO-16-024 regarding Webhosting &

19 Maintenance of FREEDOM Card e-Commerce Application.

20 PATCO-16-025 regarding the Replacement of

21 Ticket Vending Machine Debit Pin Pads.

22 PATCO-16-026 regarding FREEDOM Card Service

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

1 Center Operations.

2 PATCO-16-027 regarding Sole/Single Source

3 Vendors for Replacement Parts for PATCO - CY 2017.

4 PATCO-16-028 regarding W&P Materials Storage.

5 PATCO-16-029 regarding Center Tower Backup

6 Generator.

7 I will accept a motion to adopt the six

8 resolutions.

9 COMMISSIONER MARTZ: I'll make the motion.

10 COMMISSIONER SINGLEY: Second.

11 CHAIRMAN BOYER: All in favor?

12 ALL: Aye.

13 CHAIRMAN BOYER: All opposed? Ayes have it.

14 Are there any items for Unfinished Business

15 for the PATCO Board?

16 Hearing none, we will proceed with New

17 Business. There is one item in New Business for

18 consideration for approval, and it is as follows:

19 PATCO-16-030 regarding Consideration of

20 Pending DRPA Contracts Between $25,000 and $100,000.

21 I will accept a motion to adopt PATCO-16-030.

22 COMMISSIONER FENTRESS: Move the motion.

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

1 COMMISSIONER DiANTONIO: Second.

2 CHAIRMAN BOYER: All in favor?

3 ALL: Aye.

4 CHAIRMAN BOYER: All opposed? Ayes have it.

5 If there is no further business for the PATCO

6 Board, I will accept a motion to adjourn the Board

7 meeting.

8 VICE CHAIRMAN NASH: So moved.

9 COMMISSIONER FRATTALI: Second.

10 CHAIRMAN BOYER: All in favor?

11 ALL: Aye.

12 CHAIRMAN BOYER: All opposed? Ayes have it.

13 Meeting adjourned.

14 (Whereupon, the meeting ended on Wednesday,

15 October 19, 2016 at 7:10 p.m.)

16 Respectfully Submitted, 17

18 Raymond J. Santarelli 19 General Counsel and Corporate Secretary 20

21

22

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

1 CERTIFICATE

2 This is to certify that the attached

3 proceedings before the Port Authority Transit

4 Corporation on October 19, 2016, were held as herein

5 appears, and that this is the original transcript

6 thereof for the file of the Authority.

7

8

9

10 ______Timothy J. Atkinson, Jr. 11 FREE STATE REPORTING, INC.

12

13

14

15

16

17

18

19

20

21

22

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

PATCO MONTHLY LIST OF PREVIOUSLY APPROVED MONTHLY LIST OF PAYMENTS

Port Authority Transit Corporation Monthly List Of Previously Approved Payments 10/01/16 through 10/31/16 Meeting Date 11/16/16

Vendor Name Item Description Resolution # / Authorization Amount A & A GLOVE & SAFETY CO. 1st Aid & Safety Equip. 25KTHRES 1,524.00 AIRGAS USA, LLC 1st Aid & Safety Equip. 25KTHRES 1,162.59 ARAMSCO, INC. 1st Aid & Safety Equip. 25KTHRES 86.18 ARBILL INDUSTRIES INC 1st Aid & Safety Equip. D-15-144 125.16 PENDERGAST SAFETY EQUIPMENT CO 1st Aid & Safety Equip. 25KTHRES 1,731.22 1st Aid & Safety Equip. Total 4,629.15 SELCO MANUFACTURING CORP. 4000 Ampere Motor Operated Third Rail 25KTHRES 6,090.00 4000 Ampere Motor Operated Third Rail Total 6,090.00 SPECTRUM MARKETING COMM. INC. Advertising - Promotions 25KTHRES 621.00 Advertising - Promotions Total 621.00 CUBIC TRANSPORTATION SYSTEMS AFC Customer Service Center P-15-032 22,815.00 AFC Customer Service Center Total 22,815.00 DUNBAR ARMORED INC. Armored Car Services D-14-093 24,723.44 Armored Car Services Total 24,723.44 ALTEC INDUSTRIES Auto-materials, Oil and Repairs 25KTHRES 1,182.45 BRUCES COLLISION CENTER Auto-materials, Oil and Repairs 25KTHRES 3,824.87 DEJANA TRUCK & UTILITY EQUIPMENT Auto-materials, Oil and Repairs 25KTHRES 127.09 FLANAGAN'S AUTO&TRUCK SERVICE OF NJ Auto-materials, Oil and Repairs 25KTHRES 150.00 FRANKLIN TRAILERS, INC. Auto-materials, Oil and Repairs 25KTHRES 96.10 HUNTER TRUCK SALES & SERVICE Auto-materials, Oil and Repairs 25KTHRES 31.35 INDUSTRIAL PRODUCTS LIMITED, LLC Auto-materials, Oil and Repairs 25KTHRES 389.70 LAWSON PRODUCTS Auto-materials, Oil and Repairs 25KTHRES 1,407.69 MODERN TRACK MACHINERY INC. Auto-materials, Oil and Repairs 25KTHRES 1,119.64 NAPA AUTO PARTS Auto-materials, Oil and Repairs D-16-034 3,090.76 PETRO CHOICE Auto-materials, Oil and Repairs 25KTHRES 510.00 PRIME LUBE, INC. Auto-materials, Oil and Repairs 25KTHRES 12,139.80 SHERWIN-WILLIAMS Auto-materials, Oil and Repairs 25KTHRES 154.44 STANLEY'S AUTO REPAIR INC. Auto-materials, Oil and Repairs 25KTHRES 197.80 TRANSAXLE LLX Auto-materials, Oil and Repairs 25KTHRES 657.21 W.E. TIMMERMAN CO., INC Auto-materials, Oil and Repairs 25KTHRES 881.02 WINNER FORD Auto-materials, Oil and Repairs 25KTHRES 285.50 Auto-materials, Oil and Repairs Total 26,245.42 BIRD B GONE, INC. Bldgs./Grounds- Maint. 25KTHRES 974.65 KAESER COMPRESSORS Bldgs./Grounds- Maint. 25KTHRES 934.24 REPUBLIC SERVICES Bldgs./Grounds- Maint. P-13-034 5,810.72 TERMINIX Bldgs./Grounds- Maint. 25KTHRES 664.00 Bldgs./Grounds- Maint. Total 8,383.61 PELCO INC, /CO SCHNEIDER ELECTRIC CCTV Surveillance System D-15-121 11,591.83 CCTV Surveillance System Total 11,591.83 PENETONE CORPORATION Cleaning Materials 25KTHRES 5,191.56 Cleaning Materials Total 5,191.56 ALMOND GLASS WORKS, INC. Contract Service Expense 25KTHRES 3,107.00 CITY OF PHILADELPHIA Contract Service Expense 25KTHRES 100.00 EDWARD KURTH & SONS INC Contract Service Expense 25KTHRES 4,372.38 EVOQUA WATER TECHNOLOGIES, LLC. Contract Service Expense P-14-030 4,247.90 ITU ABSORBTECH, INC. Contract Service Expense 25KTHRES 174.45 TOZOUR ENERGY SYSTEMS, INC. Contract Service Expense 25KTHRES 13,931.38 Contract Service Expense Total 25,933.11 A & L SEPTIC SERVICES Direct Materials 25KTHRES 1,368.00 COLONIAL ELECTRIC SUPPLY Direct Materials 25KTHRES 714.62 CONROY, INC. Direct Materials 25KTHRES 705.01 DOOR DEVICE INC. Direct Materials 25KTHRES 300.00 EASTERN LIFT TRUCK CO INC Direct Materials 25KTHRES 413.44 HADDON LOCKSMITH Direct Materials 25KTHRES 180.12 HD SUPPLY WATERWORKS, LTD. Direct Materials 25KTHRES 1,208.00 HOME DEPOT CREDIT SERVICES Direct Materials 25KTHRES 248.14 IRVINE FIRE & SAFETY Direct Materials 25KTHRES 1,155.00 JOSEPH FAZZIO INC. Direct Materials 25KTHRES 22.50 LOWE'S Direct Materials 25KTHRES 461.00 MAGNUS COMPUTERS Direct Materials 25KTHRES 82.00 NORRIS SALES COMPANY Direct Materials 25KTHRES 696.00 PAYPHONE.COM Direct Materials 25KTHRES 137.25 PETSMART STORE# 1225 Direct Materials 25KTHRES 418.00 SOUTH JERSEY WELDING SUPPLY CO Direct Materials 25KTHRES 1,075.16 TRANSCAT, INC. Direct Materials 25KTHRES 234.95 UNITED REFRIGERATION, INC. Direct Materials 25KTHRES 1,923.83 WHARTON HARDWARE & SUPPLY Direct Materials 25KTHRES 551.25 Direct Materials Total 11,894.27 WASTE MANAGEMENT OF NEW JERSEY Disposal Services P-14-001 1,637.00 Disposal Services Total 1,637.00 GRAYBAR ELECTRIC CO INC Elec Equipment & Supply 25KTHRES 920.67 Elec Equipment & Supply Total 920.67 ALLIED ELECTRONICS Electrical Equip & Supply 25KTHRES 124.88 BILLOWS ELEC SUPPLY CO I NC Electrical Equip & Supply 25KTHRES 632.15 COOPER ELECTRIC SUPPLY CO. Electrical Equip & Supply 25KTHRES 231.60 FASTENAL COMPANY Electrical Equip & Supply 25KTHRES 204.44 FRANKLIN ELECTRIC CO Electrical Equip & Supply 25KTHRES 3,069.49 GARDEN STATE HIGHWAY PRODUCTS, INC. Electrical Equip & Supply 25KTHRES 1,452.00 K.C. ELECTRONICS DISTRIBUTORS, INC. Electrical Equip & Supply 25KTHRES 148.97 PEMBERTON ELECTRICAL SUPPLY COMPANY Electrical Equip & Supply 25KTHRES 727.14 PROVANTAGE LLC Electrical Equip & Supply 25KTHRES 3,816.00 Electrical Equip & Supply Total 10,406.67 DIRECT ENERGY BUSINESS Electricity Expense Utility 12,037.49 PSE&G CO. Electricity Expense Utility 4,297.78 Electricity Expense Total 16,335.27 Karen E Dougherty Employee Awards 25KTHRES 34.14 Employee Awards Total 34.14 AFLAC Employee Payroll Deductions NONE 9,924.19 NATIONAL DRIVE Employee Payroll Deductions NONE 8.00 UNITED WAY OF GREATER PHILA Employee Payroll Deductions NONE 147.04 VOYA FINANCIAL Employee Payroll Deductions NONE 39,186.00 Employee Payroll Deductions Total 49,265.23 TREASURER - STATE OF NEW JERSEY Employee Withholding Tax Deposits NONE 38,693.24 Employee Withholding Tax Deposits Total 38,693.24 AMERICAN CRANE & EQUIPMENT Equipment & Tools 25KTHRES 1,513.00 DELL MARKETING L.P. Equipment & Tools 25KTHRES 16,845.50 LAUREL LAWNMOWER SERVICE Equipment & Tools 25KTHRES 89.81 TRACK-WELD Equipment & Tools 25KTHRES 578.70 Equipment & Tools Total 19,027.01 NORTHEAST COMMUNICATIONS GROUP INC. Equipment Shop Overhaul P-16-016 402,290.43 STV INCORPORATED Equipment Shop Overhaul P-15-024 1,189.03 Equipment Shop Overhaul Total 403,479.46 CUBIC TRANSPORTATION SYSTEMS Fare Collection Equip. P-15-032 2,620.00 TEAM ONE REPAIR, INC. Fare Collection Equip. 25KTHRES 983.46 Fare Collection Equip. Total 3,603.46 AALL AMERICAN FASTENERS Fasteners D-15-144 249.50 BDF INDUSTRIAL FASTENERS Fasteners D-15-144 1,592.88 CL PRESSER CO Fasteners 25KTHRES 517.50 GKY INDUSTRIES FASTENERS D-15-144 235.20 Fasteners Total 2,595.08 INTERNAL REVENUE SERVICE Federal/FICA Payroll Taxes NONE 419,468.50 Federal/FICA Payroll Taxes Total 419,468.50 STATE OF NEW JERSEY Fees & Permits 25KTHRES 561.78 Fees & Permits Total 561.78 RIGGINS INC. Fuel Oil Inventory D-15-078 8,621.22 Fuel Oil Inventory Total 8,621.22 PENN MACHINE COMPANY LLC Gearbox Rebuild P-14-015 12,530.52 Gearbox Rebuild Total 12,530.52 STANDARD INSURANCE COMPANY Group Life & Accident Insurance Payable D-15-108 31,554.51 Group Life & Accident Insurance Payable Total 31,554.51 CAMDEN TOOL Hand Tools 25KTHRES 44.11 CONTEMPORARY MACHINERY & Hand Tools 25KTHRES 3,473.06 M S C INDUSTRIAL SUPPLY CO. INC. Hand Tools 25KTHRES 314.46 REGAL CUTTING TOOLS Hand Tools 25KTHRES 438.43 SEARS COMMERCIAL Hand Tools 25KTHRES 1,065.70 Hand Tools Total 5,335.76 TURNER SURETY & INSURANCE BROKERAGE Insurance Expense - Other D-14-128 3,865.00 Insurance Expense - Other Total 3,865.00 ALL AMERICAN POLY Janitorial Supplies P-15-041 2,194.68 INDCO INC Janitorial Supplies 25KTHRES 1,348.44 Janitorial Supplies Total 3,543.12 SWS VIDMARLISTA Machinery and Tool Storage Cabinet P-16-015 49,213.52 Machinery and Tool Storage Cabinet Total 49,213.52 ARBOR MATERIAL HANDLING INC Material Inventory 25KTHRES 703.62 BARTUK HOSE & HYDRAULICS Material Inventory 25KTHRES 360.70 FUCHS LUBRICANTS CO Material Inventory 25KTHRES 854.72 HUBBEL INDUSTRIAL CONTROLS, INC. Material Inventory 25KTHRES 118.58 JAMAICA BEARINGS CO INC. Material Inventory 25KTHRES 9,470.03 MCMASTER-CARR SUPPLY COMPANY Material Inventory 25KTHRES 152.67 MOOR METALS, INC. Material Inventory 25KTHRES 558.00 SHAMONG MFG. COMPANY Material Inventory 25KTHRES 1,514.00 SNAP-ON INDUSTRIAL Material Inventory 25KTHRES 484.54 STAUFFER GLOVE & SAFETY Material Inventory D-15-144 545.50 TRI-STATE INDUSTRIAL DISTRIB. OF NJ Material Inventory 25KTHRES 836.86 Material Inventory Total 15,599.22 DELTA DENTAL OF NEW JERSEY, INC. Medical Insurance D-15-105 15,478.44 HORIZON BLUE CROSS BLUE SHIELD OF N Medical Insurance D-15-111 38,129.70 UNITED HEALTHCARE Medical Insurance D-15-112 83,147.96 VISION BENEFITS OF AMERICA Medical Insurance D-15-106 900.00 Medical Insurance Total 137,656.10 AMERIHEALTH INSURANCE COMPANY Medical Insurance Deduction Payable D-15-104 243,748.45 TEAMSTERS HEALTH & WELFARE Medical Insurance Deduction Payable D-15-132 319,744.76 Medical Insurance Deduction Payable Total 563,493.21 AMERICAN PUBLIC TRANSPORTATION ASSO Memberships & Subscriptions P-16-019 35,028.00 CONFERENCE OF MINORITY TRANSPORTATI Memberships & Subscriptions 25KTHRES 125.00 SMART CARD ALLIANCE Memberships & Subscriptions 25KTHRES 1,750.00 Memberships & Subscriptions Total 36,903.00 OXYGEN SUPPORT SYSTEMS Miscellaneous Supplies 25KTHRES 243.50 Miscellaneous Supplies Total 243.50 G A BLANCO & SONS INC. Office Equipment 25KTHRES 1,021.00 OAK SYSTEMS Office Equipment 25KTHRES 3,857.21 Office Equipment Total 4,878.21 PAPER MART INC Office Supplies 25KTHRES 1,563.95 W.B. MASON CO. INC Office Supplies D-15-133 2,609.87 Office Supplies Total 4,173.82 NESTLE WATERS NORTH AMERICA INC. Other Office Expenses D-15-026 1,515.22 Other Office Expenses Total 1,515.22 PA DEPT OF REVENUE PA Payroll Taxes NONE 6,620.60 PA Payroll Taxes Total 6,620.60 SIMPLEXGRINNELL LP PATCO Fire Alarm System Replacement P-16-008 1,066,072.19 PATCO Fire Alarm System Replacement Total 1,066,072.19 PATCO - Payroll Account Payroll For Accounting Period NONE 1,038,964.37 Payroll For Accounting Period Total 1,038,964.37 PNC BANK (ACH TRANSFER ONLY) P-Card Purchases 25KTHRES 4,313.78 P-Card Purchases Total 4,313.78 PA STATE EMPLOYEES RETIREMENT SYSTE Pension & Benefits NONE 33,746.90 Pension & Benefits Total 33,746.90 CITY OF PHILADELPHIA Philadelphia Payroll Taxes NONE 10,913.00 Philadelphia Payroll Taxes Total 10,913.00 CUMBERLAND VALVE, INC. Plumbing Equip & Supply 25KTHRES 535.28 HOTSY EQUIPMENT COMPANY Plumbing Equip & Supply 25KTHRES 192.00 Plumbing Equip & Supply Total 727.28 FEDERAL EXPRESS CORP. Postage Expenses 25KTHRES 269.10 Postage Expenses Total 269.10 BENEFIT HARBOR, LP Professional Fees - Consulting D-14-104 2,904.03 TRANSPORTATION RESOURCE ASSOCIATES, Professional Fees - Consulting 25KTHRES 12,190.67 Professional Fees - Consulting Total 15,094.70 STEVENS & LEE Professional Fees - Labor Relations D-16-028 2,815.53 Professional Fees - Labor Relations Total 2,815.53 ARCHER & GREINER Professional Fees - Litigation Expenses D-16-028 61,026.42 Professional Fees - Litigation Expenses Total 61,026.42 CRITERION LABORATORIES, INC. Professional Fees - Medical 25KTHRES 940.00 THOMSON REUTERS- WEST Professional Fees - Medical 25KTHRES 423.00 US REGIONAL OCCUPATIONAL HEALTH II Professional Fees - Medical D-14-103 694.00 Professional Fees - Medical Total 2,057.00 PECO ENERGY Purchased Power NONE 45,837.58 PSE&G CO. Purchased Power NONE 578,920.47 Purchased Power Total 624,758.05 CLEAN VENTURE, INC. Rail Car Cleaning Materials P-15-013 14,102.60 Rail Car Cleaning Materials Total 14,102.60 BARBARA MUELLER Refund 25KTHRES 22.52 CHRIS MATTERA Refund 25KTHRES 10.40 CHRISTINE FRITZ Refund 25KTHRES 19.71 EVE GIETKA Refund 25KTHRES 10.00 GAY DAIN Refund 25KTHRES 16.00 KAREN SINGH Refund 25KTHRES 46.80 MARIA RAZO Refund 25KTHRES 16.00 MARK JARVIS Refund 25KTHRES 13.00 MARK MILES Refund 25KTHRES 33.24 MARTHA LOVE Refund 25KTHRES 28.00 NELSON DIAZ Refund 25KTHRES 20.00 PAULA BAHAMON Refund 25KTHRES 26.05 SHENUSKA DECASTRO Refund 25KTHRES 30.00 Vijaya Sarathy Tupil Venugopal Refund 25KTHRES 20.00 VINCENT BUSBEE Refund 25KTHRES 10.00 Refund Total 321.72 MODSPACE Rental - Property & Other Equipment 25KTHRES 708.00 Rental - Property & Other Equipment Total 708.00 DIRECTV Rental Expenses - Other 25KTHRES 52.99 PITNEY BOWES Rental Expenses - Other 25KTHRES 360.00 Rental Expenses - Other Total 412.99 EFFECTIVE CONTROLS EAST Repairs and Maintenance - Other 25KTHRES 269.78 JOHNSTONE SUPPLY Repairs and Maintenance - Other 25KTHRES 4,611.49 Repairs and Maintenance - Other Total 4,881.27 EUROFINS QC, INC Sampling, Testing and Analysis 25KTHRES 405.00 Sampling, Testing and Analysis Total 405.00 TAB INC. Service Fee For Recycling 25KTHRES 150.00 Service Fee For Recycling Total 150.00 ULINE, INC Shop Supplies 25KTHRES 197.09 Y-PERS, INC. Shop Supplies 25KTHRES 2,722.50 Shop Supplies Total 2,919.59 COMCAST BUSINESS Software License Fees P-16-010 1,000.00 Software License Fees Total 1,000.00 TEAMSTERS LOCAL UNION 676 Teamsters Union Dues NONE 11,684.00 Teamsters Union Dues Total 11,684.00 ACADACA, LLC Technology Expense P-13-018 10,063.00 ANSALDO STS USA, INC. Technology Expense P-15-041 462.60 SUNGARD AVAILABILITY SERVICES LP. Technology Expense 25KTHRES 1,825.00 Technology Expense Total 12,350.60 VERIZON Telephone & Telecom Expense Utility 251.29 Telephone & Telecom Expense Total 251.29 ACCOUNTANTS FOR YOU Temporary Services D-16-061 34,898.44 PERRY RESOURCES Temporary Services D-16-061 15,380.16 Temporary Services Total 50,278.60 TIRE CORRAL Tires and Tubes 25KTHRES 1,221.06 Tires and Tubes Total 1,221.06 RAM INDUSTRIAL SERVICES, LLC Traction Motor Rebuilds P-14-028 127,446.00 SWIGER COIL SYSTEMS Traction Motor Rebuilds P-14-028 180,284.00 Traction Motor Rebuilds Total 307,730.00 ACCOUNTANTS FOR YOU Transit Ambassadors P-16-003 23,971.50 Transit Ambassadors Total 23,971.50 A&M INDUSTRIAL SUPPLY Transit Car Equip Supplies 25KTHRES 169.09 ASSOCIATED SPRING RAYMOND Transit Car Equip Supplies 25KTHRES 923.34 CARRIER TRANSICOLD OF PA Transit Car Equip Supplies 25KTHRES 258.86 MAC PRODUCTS, INC Transit Car Equip Supplies 25KTHRES 2,723.25 MORGAN ADVANCED MATERIALS Transit Car Equip Supplies 25KTHRES 1,195.00 WABTEC GLOBAL SERVICES Transit Car Equip Supplies P-14-045 26,653.25 WABTEC PASSENGER TRANSIT Transit Car Equip Supplies P-15-032 16,525.05 Transit Car Equip Supplies Total 48,447.84 Jesse D. Pachell Travel Expenses 25KTHRES 17.06 John G. Peterson Travel Expenses 25KTHRES 39.42 Joseph M. Mcgonigle Travel Expenses 25KTHRES 97.20 Monica Moorehead-Kopakowski Travel Expenses 25KTHRES 71.28 Philip A. Wames Travel Expenses 25KTHRES 21.59 Travel Expenses Total 246.55 ATLANTIC TACTICAL Uniform Expense 25KTHRES 231.00 GEN-EL SAFETY & INDUSTRIAL PRODUCTS Uniform Expense 25KTHRES 1,182.52 Kevin M. McClintock Uniform Expense 25KTHRES 80.00 REFLECTIVE APPAREL FACTORY, INC Uniform Expense 25KTHRES 650.11 SAF-GARD SAFETY SHOE COMPANY Uniform Expense 25KTHRES 202.98 TACTICAL PUBLIC SAFETY Uniform Expense 25KTHRES 2,660.00 UNIFIRST CORPORATION Uniform Expense P-15-015 4,727.07 Uniform Expense Total 9,733.68 CAMDEN COUNTY SHERIFF'S OFFICE Wage Attachments NONE 709.48 EXPERTPAY CHILD SUPPORT Wage Attachments NONE 8,147.64 NEW JERSEY FAMILY SUPPORT PAYMENT Wage Attachments NONE 1,200.00 Pennsylvania SCDU Wage Attachments NONE 549.56 US DEPARTMENT OF EDUCATION Wage Attachments NONE 490.64 Wage Attachments Total 11,097.32 BOROUGH OF COLLINGSWOOD Water & Sewer Expense Utility 289.50 CAMDEN COUNTY MUNICIPAL UTILITIES Water & Sewer Expense Utility 2,376.00 CITY OF CAMDEN Water & Sewer Expense Utility 295.63 CITY OF PHILA Water & Sewer Expense Utility 5,144.13 NEW JERSEY AMERICAN WATER Water & Sewer Expense Utility 1,239.03 TOWNSHIP OF HADDON Water & Sewer Expense Utility 99.25 Water & Sewer Expense Total 9,443.54 QUAL LYNX (ACH TRANSFERS ONLY) Worker's Comp NONE 87,332.06 Worker's Comp Total 87,332.06 PATCO - MALFUNCTION FUND Working Fund Replenishment NONE 48.00 Working Fund Replenishment Total 48.00 Grand Total 5,459,387.96 * 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 - OCTOBER 2016

Purchasing Document Item Resolution Document Date Vendor Name Material Group Desc. Net Order Value P=PATCO 4500002681 1 25KTHRES 10/3/2016 101328 EAGLE POINT GUN / T.J. MORRIS & SON POLICE EQP AND SUPP $1,359.60 4500002681 2 25KTHRES 10/3/2016 101328 EAGLE POINT GUN / T.J. MORRIS & SON POLICE EQP AND SUPP $2,691.00 4500002681 3 25KTHRES 10/3/2016 101328 EAGLE POINT GUN / T.J. MORRIS & SON POLICE EQP AND SUPP $936.00 4500002681 $4,986.60 4500002691 1 25KTHRES 10/3/2016 100373 PROVANTAGE LLC ELECTRON COMPON/PRTS $3,816.00 4500002691 $3,816.00 4500002693 1 25KTHRES 10/4/2016 100145 EAST COAST EVENT RENTAL LLC RENT/LEASE-GEN EQP $178.50 4500002693 2 25KTHRES 10/4/2016 100145 EAST COAST EVENT RENTAL LLC RENT/LEASE-GEN EQP $57.50 4500002693 3 25KTHRES 10/4/2016 100145 EAST COAST EVENT RENTAL LLC RENT/LEASE-GEN EQP $55.00 4500002693 $291.00 4500002694 1 25KTHRES 10/4/2016 100603 WORTHINGTON COMPRESSOR SERVICES BLDGS/GRNDS- MAINT. $3,840.00 4500002694 2 25KTHRES 10/4/2016 100603 WORTHINGTON COMPRESSOR SERVICES BLDGS/GRNDS- MAINT. $158.40 4500002694 3 25KTHRES 10/4/2016 100603 WORTHINGTON COMPRESSOR SERVICES BLDGS/GRNDS- MAINT. $38.00 4500002694 4 25KTHRES 10/4/2016 100603 WORTHINGTON COMPRESSOR SERVICES BLDGS/GRNDS- MAINT. $52.40 4500002694 $4,088.80 4500002695 1 25KTHRES 10/4/2016 101772 INDUSTRIAL PRODUCTS LIMITED, LLC PAINT-COATINGS, ETC $133.20 4500002695 2 25KTHRES 10/4/2016 101772 INDUSTRIAL PRODUCTS LIMITED, LLC PAINT-COATINGS, ETC $256.50 4500002695 $389.70 4500002696 1 25KTHRES 10/4/2016 101763 ARBOR MATERIAL HANDLING INC MAT HANDLING & STORG $141.28 4500002696 2 25KTHRES 10/4/2016 101763 ARBOR MATERIAL HANDLING INC MAT HANDLING & STORG $521.97 4500002696 3 25KTHRES 10/4/2016 101763 ARBOR MATERIAL HANDLING INC MAT HANDLING & STORG $40.37 4500002696 $703.62 4500002718 1 25KTHRES 10/7/2016 101777 FRANKLIN ALARM CO., INC. FIRE PROTECTION EQP $1,280.00 4500002718 $1,280.00 4500002719 1 25KTHRES 10/7/2016 100044 AMERICAN CRANE & EQUIPMENT MAT HANDLING & STORG $1,591.00 4500002719 $1,591.00 4500002720 1 25KTHRES 10/7/2016 100186 GENERAL FLOOR MAINT/REPAIR-BLDG $122.96 4500002720 2 25KTHRES 10/7/2016 100186 GENERAL FLOOR MAINT/REPAIR-BLDG $21.25 4500002720 3 25KTHRES 10/7/2016 100186 GENERAL FLOOR MAINT/REPAIR-BLDG $16.74 4500002720 $160.95 4500002721 1 25KTHRES 10/7/2016 100601 V.E.RALPH & SON,INC. POLICE EQP AND SUPP $359.50 4500002721 $359.50 4500002722 1 25KTHRES 10/7/2016 101141 SPENCER TECHNOLOGIES FARE COLLECTION EQP $480.00 4500002722 $480.00 4500002730 1 25KTHRES 10/10/2016 101756 ELECTRONIC DATA MAGNETICS, INC. FARE COLLECTION EQP $3,500.00 4500002730 $3,500.00 4500002735 1 25KTHRES 10/11/2016 100295 MITCHELL REPAIR INFORMATION CO, LLC AUTO MAINT/RPR PRTS $996.00 4500002735 2 25KTHRES 10/11/2016 100295 MITCHELL REPAIR INFORMATION CO, LLC AUTO MAINT/RPR PRTS $204.00 4500002735 3 25KTHRES 10/11/2016 100295 MITCHELL REPAIR INFORMATION CO, LLC AUTO MAINT/RPR PRTS $1,020.00 4500002735 $2,220.00 4500002736 1 25KTHRES 10/11/2016 100530 SHI INTERNATIONAL CORP COMPUTER SOFTWARE $891.16 4500002736 $891.16 4500002738 1 25KTHRES 10/11/2016 101778 PEGGS SMALL ENGINES, LLC AUTO MAINT/RPR PRTS $297.00 4500002738 2 25KTHRES 10/11/2016 101778 PEGGS SMALL ENGINES, LLC AUTO MAINT/RPR PRTS $72.76 4500002738 $369.76 4500002747 1 P-14-015 10/12/2016 100345 PENN MACHINE COMPANY LLC TRANS CAR EQUIP-ELEC $6,698.00 4500002747 $6,698.00 4500002748 1 P-14-015 10/12/2016 100345 PENN MACHINE COMPANY LLC TRANS CAR EQUIP-ELEC $6,698.00 4500002748 $6,698.00 4500002749 1 P-14-015 10/12/2016 100345 PENN MACHINE COMPANY LLC TRANS CAR EQUIP-ELEC $6,698.00 4500002749 $6,698.00 4500002750 1 P-14-015 10/12/2016 100345 PENN MACHINE COMPANY LLC TRANS CAR EQUIP-ELEC $6,698.00 4500002750 $6,698.00 4500002755 1 P-14-028 10/12/2016 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC $21,734.00 4500002755 $21,734.00 4500002757 1 P-14-028 10/12/2016 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC $21,592.00 4500002757 $21,592.00 4500002758 1 P-14-028 10/12/2016 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC $5,333.00 4500002758 $5,333.00 4500002759 1 P-14-028 10/12/2016 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC $19,643.00 4500002759 $19,643.00 4500002760 1 P-14-028 10/12/2016 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC $19,952.00 4500002760 $19,952.00 4500002761 1 P-14-028 10/12/2016 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC $21,560.00 4500002761 $21,560.00 4500002762 1 P-14-028 10/12/2016 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC $19,853.00 4500002762 $19,853.00 4500002763 1 P-14-028 10/12/2016 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC $22,045.00 4500002763 $22,045.00 4500002765 1 P-14-028 10/12/2016 100443 SWIGER COIL SYSTEMS TRANS CAR EQUIP-ELEC $4,077.00 4500002765 $4,077.00 4500002766 1 P-14-028 10/12/2016 100443 SWIGER COIL SYSTEMS TRANS CAR EQUIP-ELEC $8,228.00 PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS - OCTOBER 2016

Purchasing Document Item Resolution Document Date Vendor Name Material Group Desc. Net Order Value P=PATCO 4500002766 $8,228.00 4500002767 1 P-14-028 10/12/2016 100443 SWIGER COIL SYSTEMS TRANS CAR EQUIP-ELEC $7,318.00 4500002767 $7,318.00 4500002768 1 P-14-028 10/12/2016 100443 SWIGER COIL SYSTEMS TRANS CAR EQUIP-ELEC $8,818.00 4500002768 $8,818.00 4500002769 1 P-14-028 10/12/2016 100443 SWIGER COIL SYSTEMS TRANS CAR EQUIP-ELEC $16,858.00 4500002769 $16,858.00 4500002770 1 P-14-028 10/12/2016 100443 SWIGER COIL SYSTEMS TRANS CAR EQUIP-ELEC $13,918.00 4500002770 $13,918.00 4500002771 1 P-14-028 10/12/2016 100443 SWIGER COIL SYSTEMS TRANS CAR EQUIP-ELEC $17,118.00 4500002771 $17,118.00 4500002772 1 P-14-028 10/12/2016 100443 SWIGER COIL SYSTEMS TRANS CAR EQUIP-ELEC $16,338.00 4500002772 $16,338.00 4500002787 1 25KTHRES 10/17/2016 100393 REFLECTIVE APPAREL FACTORY, INC CLOTHING UNIFORM $68.85 4500002787 $68.85 4500002794 1 25KTHRES 10/18/2016 101788 STATICON LIMITED ELEC EQP/SUPP-NO CBL $14,490.00 4500002794 2 25KTHRES 10/18/2016 101788 STATICON LIMITED ELEC EQP/SUPP-NO CBL $550.00 4500002794 $15,040.00 4500002795 1 25KTHRES 10/18/2016 101755 MOOR METALS, INC. TRAN CAR EQUIP-MECH $1,783.80 4500002795 $1,783.80 4500002802 2 25KTHRES 10/19/2016 101315 UNITED REFRIGERATION INC INDUSTRIAL GASES $600.00 4500002802 $600.00 4500002804 1 25KTHRES 10/19/2016 100337 PAPER MART INC FORMS CONTINUOUS $147.68 4500002804 $147.68 4500002854 1 25KTHRES 10/25/2016 100169 EPLUS TECHNOLOGY, INC. DATA PROC SRVS & SW $10,239.23 4500002854 $10,239.23 4500002855 1 25KTHRES 10/25/2016 101779 YORK-JOHNSON CONTROLS ELEC EQP/SUPP-NO CBL $2,577.71 4500002855 2 25KTHRES 10/25/2016 101779 YORK-JOHNSON CONTROLS ELEC EQP/SUPP-NO CBL $20.40 4500002855 $2,598.11 4500002860 1 25KTHRES 10/26/2016 100699 A&A SALES ASSOCIATES, LLC CLOTHING UNIFORM $101.25 4500002860 $101.25 4500002862 1 25KTHRES 10/26/2016 100697 A & A GLOVE & SAFETY CO. CLOTHING UNIFORM $1,920.00 4500002862 2 25KTHRES 10/26/2016 100697 A & A GLOVE & SAFETY CO. CLOTHING UNIFORM $960.00 4500002862 $2,880.00 4500002867 1 25KTHRES 10/27/2016 101745 CRANEZ, INC. ELEC EQP/SUPP-NO CBL $2,203.00 4500002867 $2,203.00 4500002869 1 25KTHRES 10/27/2016 101779 YORK-JOHNSON CONTROLS ELEC EQP/SUPP-NO CBL $2,577.71 4500002869 2 25KTHRES 10/27/2016 101779 YORK-JOHNSON CONTROLS ELEC EQP/SUPP-NO CBL $175.00 4500002869 3 25KTHRES 10/27/2016 101779 YORK-JOHNSON CONTROLS ELEC EQP/SUPP-NO CBL $20.40 4500002869 $2,773.11 4500002870 1 25KTHRES 10/27/2016 100762 BLAESE'S TIRE SERVICE INC. AUTO MAINT/RPR PRTS $1,794.00 4500002870 $1,794.00 4500002881 1 25KTHRES 10/31/2016 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM $91.50 4500002881 2 25KTHRES 10/31/2016 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM $91.50 4500002881 $183.00 4500002883 1 25KTHRES 10/31/2016 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM $36.60 4500002883 2 25KTHRES 10/31/2016 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM $219.60 4500002883 3 25KTHRES 10/31/2016 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM $63.90 4500002883 4 25KTHRES 10/31/2016 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM $133.80 4500002883 5 25KTHRES 10/31/2016 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM $106.50 4500002883 6 25KTHRES 10/31/2016 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM $73.20 4500002883 7 25KTHRES 10/31/2016 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM $109.80 4500002883 8 25KTHRES 10/31/2016 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM $42.60 4500002883 9 25KTHRES 10/31/2016 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM $63.90 4500002883 10 25KTHRES 10/31/2016 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM $63.90 4500002883 $913.80 4500002884 1 25KTHRES 10/31/2016 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM $38.60 4500002884 2 25KTHRES 10/31/2016 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM $38.60 4500002884 $77.20 4500002885 1 25KTHRES 10/31/2016 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM $256.20 4500002885 2 25KTHRES 10/31/2016 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM $183.00 4500002885 3 25KTHRES 10/31/2016 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM $109.80 4500002885 4 25KTHRES 10/31/2016 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM $36.60 4500002885 $585.60

BALANCE SHEET

PORT AUTHORITY TRANSIT CORPORATION

BALANCE SHEET September 30, 2016

ASSETS December 31, 2015 September 30, 2016

Cash (Includes $107,460 in Station Escrow Funds) 1,015,566 (168,896) Investments (Note 1) 2,656,101 2,663,189 Accounts Receivable 3,636,309 5,893,781 Inventory at lower of cost (first-in, first-out) or market 5,580,312 5,822,602 Prepaid Expenses 1,319,239 665,984 14,207,527 14,876,660

LIABILITIES AND EQUITY Liabilities: Accounts Payable: Trade 1,890,398 894,440 Delaware River Port Authority (Note 2) 256,974,000 261,565,502 Accrued Liabilities: Reserve for Other Post Employment Benefits (Note 4) 21,580,542 21,580,542 Deferred Revenue (Note 5) 4,115,824 4,331,750 Wages 476,100 116,396 Payroll taxes 40,986 - Pension and Other 514,720 1,318,708 Sick Leave Benefits 333,950 321,012 Reserve for Unused Vacation 411,669 411,669 Reserve for contingent liabilities (Note 3) 3,510,203 3,379,662 289,848,392 293,919,681

Equity: Advances from Delaware River Port Authority 409,877,929 425,693,081 Deficit (685,518,794) (704,736,102)

14,207,527 14,876,660 PORT AUTHORITY TRANSIT CORPORATION (A Wholly Owned Subsidiary Of Delaware River Port Authority) STATEMENT OF REVENUES AND EXPENSES AND DEFICIT FOR THE PERIOD INDICATED

Year to date ended Month ended

September 30, 2016 September 30, 2016 Operating Revenues: Passenger fares 19,633,200 2,216,369 Passenger parking 690,205 77,897 Passenger - other 80,746 10,728 Advertising 612,522 58,338 Miscellaneous 210,632 61,325 Interest Income From Investments 7,096 2,267 $21,234,400 $2,426,923

Operating Expenses: Maintenance of Way and Power 9,316,846 1,037,368 Maintenance of Equipment 4,880,841 567,656 Purchased Power 2,783,276 287,903 Transportation 12,754,023 1,542,029 General Insurance 1,433,264 404,042 Superintendence and General Office 4,691,955 363,229 35,860,205 4,202,225 Rent of Rapid Transit System Facilities (Note 2) 4,591,502 510,166 Other Post Employment Benefits Accrual (Note 4) 0 0 $40,451,707 $4,712,391

Net Income (loss) ( $ 19,217,307) ( $ 2,285,468)

Deficit, December 31, 2015 ($ 685,518,794)

Deficit, September 30, 2016 ($ 704,736,102)

See Notes To Financial Statements PORT AUTHORITY TRANSIT CORPORATION (A Wholly Owned Subsidiary of the Delaware River Port Authority) September 30, 2016

PRELIMINARY

NOTES TO FINANCIAL STATEMENTS

1. Investments:

The Corporation has set aside $2,655,000 to partially fund its liability for self-insurance with the following limits: (a) Totally self-insured for Voluntary Workers Compensation.

(b) Comprehensive General Liability from the first dollar to $5,000,000 per occurrence.

2. Rent of transit system facilities:

All rapid transit system facilities used by the Corporation are leased from the Delaware River Port Authority, under terms of an agreement dated April 18, 1969 and amended June 3, 1974. The lease requires the Corporation to operate and maintain the Locust-Lindenwold line.

The terms of the amended agreement, which was made retroactive to January 1, 1974, and which is to continue from year to year, provide that the Corporation pay a minimum annual rental of $6,122,000, which approximates the sum of the annual interest expense to the Delaware River Port Authority for that portion of its indebtedness attributable to the construction and equipping of the leased facilities plus the provision for depreciation of the rapid transit facilities as recorded by the Authority. In addition, the lease requires the Corporation to pay to the Authority any net earnings from operations for the Locust-Lindenwold line less a reasonable amount to be retained for working capital and operating reserves.

The rent is payable semi-annually on June 30 and December 31. The Corporation is in default of this agreement as payments totaling $261,565,510 from January 1, 1974 through September 30, 2016 have not been made to the Authority.

3. Reserves for Contingent Liabilities:

Pursuant to a policy of self-insurance, the Corporation has reserved $1,320,743 for Comprehensive General Liability and $2,058,919 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

Refer to Operations and Maintenance Minutes in the DRPA Board Packet

SUMMARY STATEMENT

ITEM NO.: PATCO-16-031 SUBJECT: Contract No. 11-G, PATCO SCADA-CTC Office System Upgrade

COMMITTEE: Operations & Maintenance

COMMITTEE MEETING DATE: November 1, 2016

BOARD ACTION DATE: November 16, 2016

PROPOSAL: That the Board authorizes staff to negotiate a contract with the firm of B&C Transit, Inc. to perform the PATCO SCADA-CTC Office System Upgrade.

Amount: $1,848,680.00

Contractor: B&C Transit, Inc. 7955 Edgewater Drive Oakland, CA 94621

Other Bidders: None

Engineers Estimate: $2,010,000.00

PURPOSE: The work to be completed under this contract consists of all work required to configure, test, and install new software and hardware at Center Tower that provides PATCO dispatchers the ability to supervise and control train movements and power systems along the PATCO line. This software and hardware communicates with Supervisory Control and Data Acquisition (SCADA) and Centralized Train Control (CTC) units in the field over a closed, dedicated network and is critical to the day-to-day operation of the PATCO transit system.

BACKGROUND: The existing office system was installed in 2005 under Contract 11-F, PATCO SCADA and CTC Upgrades, which also replaced units in the field. The office system was intended to be replaced in only a few years when a new control center was to be built under the later-cancelled construction of a new administration building for PATCO. The existing office system was developed to keep costs at a minimum and is very inflexible, making it difficult to update and accept new inputs from the field units to reflect changes made as projects occur. The existing hardware is outdated, cannot be replaced in kind, and may not remain reliable for much longer.

The project was publicly advertised and bid documents were offered to the public beginning on August 1, 2016 with a bid opening date of September 22, 2016. Five (5) sets of documents were sold. One (1) bid was received. The low responsive and responsible bid was submitted SUMMARY STATEMENT Contract No. 11-G, O&M 11/1/16 PATCO SCADA-CTC Office System Upgrade ______

by B&C Transit, Inc. in the amount of $1,848,680.00.

Staff has completed the evaluation of bid and recommends that the contract be awarded to B&C Transit, Inc., in the amount of $1,848,680.00 as the low responsive and responsible bidder.

SUMMARY: Amount: $1,848,680.00 Source of Funds: 2013 Revenue Bonds, General Fund, FTA Capital Project #: PF1302 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Twelve (12) months Other Parties Involved: N/A Estimated Number of Jobs Supported: 8 PATCO-16-031 Operations & Maintenance Committee: November 1, 2016 Board Date: November 16, 2016 Contract No. 11-G, PATCO SCADA-CTC Office System Upgrade

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority accepts the bid of $1,848,680.00 to replace the PATCO SCADA and CTC office-system hardware and software at Center Tower, and that the proper officers of the Authority be and hereby are authorized to negotiate a contract with B&C Transit, Inc. for the required work in an amount not to exceed $1,848,680.00, as per the attached Summary Statement; and be it further

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

SUMMARY: Amount: $1,848,680.00 Source of Funds: 2013 Revenue Bonds, General Fund, FTA Capital Project #: PF1302 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Twelve (12) months Other Parties Involved: N/A Estimated Number of Jobs Supported: 8 SUMMARY STATEMENT

ITEM NO.: PATCO-16-032 SUBJECT: In Kind Support of 2017 Community Initiatives

COMMITTEE: Operations & Maintenance

COMMITTEE MEETING DATE: November 1, 2016

BOARD ACTION DATE: November 16, 2016

PROPOSAL: That the Board authorizes staff to provide in-kind services to support several annual community initiatives. In each case, an appropriate Right of Entry Agreement including proof of insurance coverage and indemnification of the Authority will be required.

PURPOSE: To allow community organizations to continue to use DRPA/PATCO facilities to collect donations.

BACKGROUND: For years PATCO has allowed several non-profit community organizations to collect donations and to sell items at its facilities. These initiatives involved very little expense on the part of DRPA/PATCO.

Boy / Cub Scouts - PATCO has received requests from Boy Scouts and Cub Scouts for the opportunity to sell popcorn, peanuts, and candy at PATCO stations. The cost to PATCO/DRPA consists only of staff time to produce and execute a Right of Entry Agreement, to ensure appropriate insurance coverage and indemnification, and to alert staff that the Scouts would be on our property.

Collingswood Farmer’s Market - For more than a decade, the Borough of Collingswood and DRPA have executed an Addendum to their Agreement regarding the use of DRPA property under the viaduct for the weekly Collingswood Farmer’s Market. PATCO has no practical use for this property. The Addendum limits the use of the site to Saturdays and makes the Borough responsible for any and all expenses incurred in connection with the Farmer’s Market. The Borough is required to indemnify DRPA for any claims associated with this use of the property.

Food Bank - For over 20 years, PATCO posts notices in the stations to alert passengers and employees to the opportunity to contribute non- perishable foods in red barrels in all New Jersey stations during the morning rush. PATCO’s staff assembles all the donations at one station, from which a representative of the South Jersey Food Bank picks up hundreds of pounds of donated food. The cost to PATCO/DRPA consists of staff time to produce and execute a Right of Entry Agreement, SUMMARY STATEMENT - 2 - In Kind Support of O&M 11/1/2016 2017 Community Initiatives

to ensure appropriate insurance coverage and indemnification, and to consolidate donations in one location.

Food Bank of South Jersey and the White Horse Rotary Club – In 2015 the Food Bank of South Jersey and the White Horse Rotary Club initiated a monthly food distribution program at our Lindenwold Station parking lot, as approved by the Board via PATCO-15-002. Meat, rice, pasta, juice and many other basic foods are available to approximately 200 needy local families through this program. The cost to PATCO/DRPA consists only of staff time to produce and execute a Right of Entry Agreement to ensure appropriate insurance coverage and indemnification.

Girl Scouts - The Girl Scouts rely on the sale of cookies to support their programs. Over several weeks starting in January, various troops have sold Girl Scout cookies in PATCO stations. The cost to PATCO/DRPA consists only of staff time to produce and execute a Right of Entry Agreement, to ensure appropriate insurance coverage and indemnification, and to alert staff that the Girl Scouts would be on our property.

Haddonfield Parking Lot –Through an Agreement with DRPA, the Borough of Haddonfield has been permitted to utilize Haddonfield Station Parking Lots N-2 and N-3 to provide its residents and visitors with access to the Borough’s shopping and commercial center. At its own expense, the Borough had installed a special gate in the back of the parking lot, and the Borough opens that gate during specific weekend hours when ample parking is available for PATCO customers and no parking fees are collected at pay lots. This arrangement does not affect PATCO revenues. The cost to PATCO/DRPA consists only of staff time to produce and execute a Right of Entry Agreement, to ensure appropriate insurance coverage and indemnification.

Haddonfield Y’s Service Club – For over 20 years, in late November and December, the Haddonfield Y’s Service Club has sold Christmas Trees from DRPA property that is located east of, but not adjacent to, Haddonfield Station. This property is small and has no other use for PATCO, other than snow disposal. The cost to PATCO/DRPA consists only of staff time to produce and execute a Right of Entry Agreement, to ensure appropriate insurance coverage and indemnification. SUMMARY STATEMENT - 3 - In Kind Support of O&M 11/1/2016 2017 Community Initiatives

Lions Club - The Haddonfield Lions Club’s annual “white cane” fundraiser enables the Lions to serve the community and disadvantaged citizens. The cost to PATCO/DRPA consists only of staff time to produce and execute a Right of Entry Agreement, to ensure appropriate insurance coverage and indemnification, and to alert staff that the Lions would be on DRPA property.

Other organizations who have seen such fund-raising events have requested access to customers at PATCO stations. In the spirit of fairness, we propose to allow such access under the following conditions:  Organization provides proof of its 501(c)(3) status or registration with the State of New Jersey as a charitable organization.  Organization provides an approved Certificate of Insurance.  Presence in stations must not occur within the same week as any other previously arranged community initiative.  Requests will be handled on a first-come, first-served basis.  A Right of Entry Agreement has been executed.  An organization may schedule more than one visit to a PATCO station only if the organization has recognized sub-groups. For example, the Boy Scouts or Girl Scouts include many different troops from various communities. In the interest of efficiency, one Right of Entry Agreement and submission of a Certificate of Insurance can cover the efforts of multiple groups.  Only prepackaged and sealed containers of food with USDA or FDA certification may be offered for sale or distribution. Sale or distribution of liquids is prohibited.

The comparable 2016 initiative had been approved by the Board via PATCO-15-035.

It is recommended that the Board authorize PATCO to support these ongoing community initiatives for the 2017 calendar year through in- kind support as described above.

SUMMARY: Amount: $0 Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A PATCO-16-032 Operations & Maintenance: November 1, 2016 Board Date: November 16, 2016 In-Kind Support of 2017 Community Initiatives

RESOLUTION

RESOLVED: That the Board authorizes PATCO to continue to support the community initiatives listed in the Summary Statement for the 2017 calendar year through in-kind services.

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

ITEM NO.: PATCO-16-033 SUBJECT: Promotion of PATCO to Students in 2017

COMMITTEE: Operations & Maintenance

COMMITTEE MEETING DATE: November 1, 2016

BOARD ACTION DATE: November 16, 2016

PROPOSAL: That the Board authorizes staff to promote PATCO ridership through special programs for students in 2017.

Amount: For School Field Trips: Annual estimated value of free rides = $1,500

For FREEDOM Card Discount: Annual estimated 200 cards x $5/card = $1,000

Total Cost of Special Student Programs: $2,500

PURPOSE: To promote future ridership by familiarizing students with PATCO.

BACKGROUND: PATCO’s basic fare structure offers no student or group discounts. To familiarize the young people of a primarily car culture region with public transit and to make school field trips affordable, PATCO has in the past allowed school groups to travel at half fare. School groups have purchased a one-ride ticket for each student and chaperone participating in a field trip. Staff accompanied the group on their initial trip, using this opportunity to convey essential safety tips and the advantages of public transit. The school group then has used its tickets for its return ride. With the limited budgets that schools have for activities such as field trips, the half fare encourages them to use PATCO, thereby introducing students to the benefits of public transportation. We have provided the hosted such field trips and provided tickets as follows:

Dollar value of Year # of Field Trips Discount 2013 11 $1,500 2014 10 $1,000 2015 17 $1,430 2016 11 $1,100 SUMMARY STATEMENT -2- Promotion of PATCO to Students O&M 11/1/2016 in 2017 ______

In 2013 PATCO expanded this initiative by offering an incentive to students to become regular riders. Typically a customer purchases a FREEDOM card from the vending machine for $5 and preloads at least $20 value onto the card. To encourage students to commute on the train, PATCO made the FREEDOM card available to students who register at the FREEDOM Card Service Center, waiving the $5 fee for the card itself. (Students would pay the regular fare for each trip.) The $5 saving for the card itself has been promoted on PATCO’s website; the “coupon” is also available to local colleges and universities to post on their websites. Through this student FREEDOM card discount initiative, we distributed the following to new customers:

Year # of Student FREEDOM Cards 2013 171 2014 168 2015 191 Through 10/17/2016 180

The cost to PATCO for this program is estimated at $1,000 (200 students x $5 per FREEDOM card). The benefit to PATCO is the fares paid not only as the student is commuting to school but also over his/her lifetime.

These initiatives to promote PATCO to students had been approved by the Board for calendar year 2016 via PATCO-15-036.

It is recommended that the Board authorize PATCO to continue to its promotion of public transit through school discounts in 2017.

SUMMARY: Amount: $2,500 Source of Funds: Operating Budget Capital Project #: N/A Operating Budget: General Fund Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A PATCO-16-033 Operations & Maintenance: November 1, 2016 Board Date: November 16, 2016 Promotion of PATCO to Students in 2017

RESOLUTION

RESOLVED: That the Board authorizes PATCO to promote use of public transit by students throughout 2017.

SUMMARY: Amount: $2,500 Source of Funds: Operating Budget Capital Project #: N/A Operating Budget: General fund Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A SUMMARY STATEMENT

ITEM NO.: PATCO-16-034 SUBJECT: Industry, Historical and Technical Societies and Schools Touring PATCO Facilities in 2017

COMMITTEE: Operations & Maintenance

COMMITTEE MEETING DATE: November 1, 2016

BOARD ACTION DATE: November 16, 2016

PROPOSAL: That the Board authorizes staff to allow tours of PATCO facilities to Industry, Peer Groups, Historical and Technical Societies, and Schools in 2017.

PURPOSE: To promote the exchange of information about Transit Car Technology and Maintenance and Repair activities.

BACKGROUND: Tours of PATCO facilities may be requested by Industry organizations, such as the New York Regional Railcar Consortium (a group of Maintenance and Purchasing professionals employed by various Transit Agencies); by Technical societies, such as the Institute of Electrical and Electronic Engineers, the American Society of Mechanical Engineers, and the Electric Railroaders’ Association; and Historical Societies, such as the National Railway Historical Society. These tours serve as a way of exchanging information within the transit industry or as a good will gesture to the Educational and Historical society communities. Staff support is required to procure appropriate indemnity assurance and provide the tour guide services.

Some small school groups have also taken a tour of PATCO facilities. Such cases are limited to small groups of older students who can be safely accommodated. Staff support is required to procure appropriate indemnity assurance and to speak with students on-site.

The 2016 initiative had been approved by the Board via PATCO-15-033.

It is recommended that the Board authorize PATCO to provide these tours in 2017 on an as-requested basis when convenient and safe for staff to provide. SUMMARY STATEMENT -2- Industry, Historical, and O&M 11/1/2016 Technical Societies and Schools Touring PATCO Facilities in 2017 ______

SUMMARY: Amount: $0 Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A PATCO-16-034 Operations & Maintenance: November 1, 2016 Board Date: November 16, 2016 Industry, Historical and Technical Societies and Schools Touring PATCO Facilities in 2017

RESOLUTION

RESOLVED: That the Board authorizes PATCO to continue to promote the exchange of information about transit car technology through provision of tours of facilities to interested groups in 2017.

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

ITEM NO.: PATCO-16-035 SUBJECT: PATCO Cares Program in 2017

COMMITTEE: Operations & Maintenance

COMMITTEE MEETING DATE: November 1, 2016

BOARD ACTION DATE: November 16, 2016

PROPOSAL: That the board authorizes staff to continue the PATCO Cares Program in 2017.

PURPOSE: To be a good neighbor to the towns along the PATCO line by allowing non-profit and charitable organizations that serve the local communities to occasionally use PATCO station lobbies to share information about the organization and its mission.

BACKGROUND: PATCO initiated the PATCO Cares program in September 2009. The PATCO riders who are interested in supporting charitable organizations find it convenient and informative. Since the inception of the program, organizations such as the following have participated:  Alex’s Lemonade Stand  American Red Cross  Animal Welfare Association  Big Brothers/Big Sisters  Boys and Girls Clubs (Camden County/Philadelphia)  Cathedral Kitchen (provides meals for the homeless)  Center for Family Services  Department of Children & Families (Division of Child Protection)  Gift of Life (organ donation)  Habitat for Humanity  Live Strong (cancer research)  Marine Corps (services for veterans and Toys for Tots)  National Multiple Sclerosis Society  Operation Gratitude  Our Lady of Lourdes Hospital  RSVP (Retired Seniors Volunteer Program)  Salvation Army (KROC Center)  Samaritan Hospice;  South Jersey Land & Water Trust  Wish Upon a Hero SUMMARY STATEMENT -2- PATCO Cares Program in 2017 O&M 11/1/2016 ______

We host an organization at a station, usually from 4 p.m. to 6 p.m. In advance, PATCO posts signage announcing the visit and seat drops a flyer (if provided by the organization). A staff person coordinates with the organization on station location and logistics.

The Board had approved the 2016 PATCO Cares initiative via PATCO-15-034.

It is recommended that the Board authorize PATCO to continue the PATCO Cares Program to work with 501(c)(3) organizations including but not limited to those listed above.

SUMMARY: Amount: $0 Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A PATCO-16-035 Operations & Maintenance: November 1, 2016 Board Date: November 16, 2016 PATCO Cares Program in 2017

RESOLUTION

RESOLVED: That the Board authorizes PATCO to continue to work as a good neighbor with the towns along the line through the PATCO Cares program throughout 2017.

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

ITEM NO.: PATCO-16-036 SUBJECT: PATCO Marketing through Promotional Efforts with Local Organizations, Venues, and Sport Franchises in 2017

COMMITTEE: Operations & Maintenance

COMMITTEE MEETING DATE: November 1, 2016

BOARD ACTION DATE: November 16, 2016

PROPOSAL: That the Board authorizes staff to promote PATCO ridership through co-promotions and marketing with various community organizations, venues, and local sport franchises through use of DRPA/PATCO facilities in 2017.

PURPOSE: To maximize opportunities for co-promotions with local community organizations, venues, and sports franchises in support of their events and to increase ridership on PATCO.

BACKGROUND: Co-promoting and marketing local events, venues, and sport franchises is a low cost marketing tool and encourages passengers to ride the train to access these events.

Promotion of Community Events PATCO would promote community events through social media, non- print messaging in stations, and seat dropping flyers on trains. Such efforts encourage off-peak ridership on PATCO and draw attendees to various community events including Collingswood’s May Fair, Haddonfield’s Arts and Crafts Festival and many others. It is to our mutual benefit to promote ridership on PATCO to and from such events, which are held on weekends.

The cost to PATCO per event would be minimal, involving distribution of event-organizer’s flyers and preparation of messaging on social media and LED and/or LCD signage. PATCO’s promotion of such community events would be contingent upon PATCO approval of the messaging on the flyers and on such events being located in areas accessible by riding PATCO.

PATCO participation in community events gives PATCO the opportunity to speak with many potential and current riders and build good will with the community. SUMMARY STATEMENT -2- PATCO Marketing through O&M 11/1/2016 Promotional Efforts with Local Organizations, Venues, and Sport Franchises in 2017 ______

Access to PATCO Stations PATCO would co-promote with local pro-sport franchises, colleges/universities, theaters, concert venues, museums, and community events. PATCO would allow employees and/or mascot(s) to utilize our stations to distribute flyers/pamphlets to attend local events. Specific language and details promoting the use of PATCO to get to the event would be provided by the venue as a condition of approval to use DRPA/PATCO facilities. Joining forces with other venues for co-promotions is a particularly efficient way to promote ridership on PATCO.

In each case, an appropriate Right of Entry Agreement including proof of insurance coverage and indemnification of the Authority will be required.

It is recommended that the Board authorize PATCO to support such initiatives for the 2017 calendar year as described above.

SUMMARY: Amount: $0 Source of Funds: N/A Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A PATCO-16-036 Operations & Maintenance: November 1, 2016 Board Date: November 16, 2016 PATCO Marketing through Promotional Efforts with Local Organizations, Venues, and Sport Franchises in 2017

RESOLUTION

RESOLVED: That the Board authorizes PATCO to promote ridership through co- marketing and promotion with local community groups, venues, and sport franchises in 2017.

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

ITEM NO.: PATCO-16-037 SUBJECT: Passenger Information and Messaging System – Phase 3

COMMITTEE: Operations & Maintenance

COMMITTEE MEETING DATE: November 1, 2016

BOARD ACTION DATE: November 16, 2016

PROPOSAL: That the Board authorizes staff to negotiate a contract with Johnston Communications, Inc. to procure and program LCD monitors for Phase 3 of the Passenger Information and Messaging Systems.

Amount: Up to $659,013.00

Consultant: Johnston Communications, Inc. 322 Belleville Turnpike North Arlington, NJ 07031 PO Box 390 Kearny, NJ 07031

PURPOSE: To adopt a resolution authorizing staff to negotiate a contract with Johnston Communications, Inc. to procure and program 80 LCD monitors for Phase 3 of the Passenger Information and Messaging Project. This contract is provided with NJ State Contract pricing under Contracts #T-1778 and #T-1316.

BACKGROUND: In 2014, PATCO completed Phase 1 of the Passenger Information and Messaging System. Phase 1 entailed placing LCD monitors and LED displays at high volume PATCO stations which included Lindenwold, Woodcrest, Haddonfield, Ferry Ave, Broadway, 8th & Market and 15th/16th & Locust, to provide customers information regarding the status of the system. In 2015, Phase 2 was completed which included the stations not covered in Phase 1. Stations included in Phase 2 were Ashland, Westmont, Collingswood, City Hall, 9th/10th & Locust and 12th/13th & Locust. The LCDs and LEDs have proven to be an asset to both PATCO and the riding public in pushing general information out to customers.

It is PATCO’s intent to expand this program in Phase 3 by procuring additional LCD monitors to be installed on all station platforms and will provide detailed, station specific scheduling information, which cannot be effectively displayed on the existing LCD screens. The LCD placement will be similar on all platforms so passengers will know immediately where to go for scheduling information. Having the SUMMARY STATEMENT -2- Passenger Information and O&M 11/1/2016 Messaging System – Phase 3

additional LCDs would eliminate the need for PATCO to print numerous track schedules, eliminate the need for personnel to manually post schedules in stations and allow PATCO to make instantaneous changes should situations arise and a change to the schedule be warranted. This would include such items as track work schedules, emergency schedules and snow schedules. Fabrication of LCD monitors takes approximately 16 to 20 weeks. Phase 4 of this project will cover installing the monitors and will be submitted to the Board mid-2017 for approval.

SUMMARY: Amount: Not to exceed $659,013.00 Source of Funding: 2013 Revenue Bonds Operating Budget: N/A Capital Project #: TEP.01406 Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Six (6) months Other Parties Involved: N/A PATCO-16-037 Operations & Maintenance: November 1, 2016 Board Date: November 16, 2016 Passenger Information and Messaging System – Phase 3

RESOLUTION

RESOLVED: That the Board of Commissioners of the Port Authority Transit Corporation authorizes staff to negotiate a contract with Johnston Communications, Inc. to procure and program 80 LCD monitors for Phase 3 of the Passenger Information and Messaging Systems; not to exceed $659,013.00; and be it further

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

SUMMARY: Amount: Not to exceed $659,013.00 Source of Funding: 2013 Revenue Bonds Operating Budget: N/A Capital Project #: TEP.01406 Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Six (6) months Other Parties Involved: N/A

LABOR

1 DELAWARE RIVER PORT AUTHORITY

2 Labor Committee Meeting

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

5 Tuesday, November 1, 2016

6 Committee Members:

7 Ryan Boyer, Chairman, Labor Committee Albert Frattali 8 E. Frank DiAntonio Richard Sweeney 9 Charles Fentress Marian Moskowitz 10 John Dougherty (via telephone) Kathryn Joyce (for Pennsylvania Treasurer Timothy 11 Reese; via telephone)

12 Others Present:

13 Mary Maples, Associate Counsel, New Jersey Governor's Authorities Unit (via telephone) 14 David Dix, Assistant to Chairman Boyer (via telephone)

15 DRPA/PATCO Staff:

16 John Hanson, Chief Executive Officer/President Maria Wing, Deputy Chief Executive Officer 17 Raymond Santarelli, General Counsel and Corporate Secretary 18 Stephen Holden, Deputy General Counsel Toni Brown, Chief Administrative Officer 19 Monica Gibbs, Assistant General Counsel Katherine Hilinski, Records Manager 20 John Rink, General Manager, PATCO Rohan Hepkins, Assistant General Manager, PATCO 21 Elizabeth Saylor, Administrative Coordinator

22 Others:

Paul Lewis, Esquire, Stevens & Lee, P.C., Labor Counsel

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

1 INDEX

2 Page

3 Roll Call 3

4 Executive Session 4

5 Hiring of a Labor Liaison 5

6 PATCO Electrical Maintainer Apprenticeship Program 5 7 Adjournment 10 8

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

1 PROCEEDINGS

2 (10:46 a.m.)

3 CHAIRMAN BOYER: I'd like to call to order the

4 meeting of the Labor Committee of the Delaware River

5 Port Authority and ask the Corporate Secretary to call

6 the roll.

7 MR. SANTARELLI: Good morning. Chairman

8 Boyer?

9 CHAIRMAN BOYER: Present.

10 MR. SANTARELLI: Vice Chairman Frattali?

11 VICE CHAIRMAN FRATTALI: Present.

12 MR. SANTARELLI: Commissioner DiAntonio?

13 COMMISSIONER DiANTONIO: Present.

14 MR. SANTARELLI: Commissioner Moskowitz?

15 COMMISSIONER MOSKOWITZ: Present.

16 MR. SANTARELLI: Commissioner Sweeney?

17 COMMISSIONER SWEENEY: Here.

18 MR. SANTARELLI: Commissioner Dougherty?

19 COMMISSIONER DOUGHERTY: Present.

20 MR. SANTARELLI: Thank you. And Commissioner

21 Fentress is here. We will add him to the roll. You

22 have a quorum.

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

1 CHAIRMAN BOYER: Thank you. Before we go into

2 Executive Session, the Corporate Secretary is going to

3 provide a brief review of the topics which are

4 appropriate for Executive Session and a general

5 description of the items which will be discussed this

6 morning. Ray?

7 MR. SANTARELLI: Thank you. Mr. Chairman and

8 Commissioners, the items intended to be discussed

9 today during Executive Session relate to labor

10 negotiations, the status of labor arbitrations, and

11 other personnel matters.

12 CHAIRMAN BOYER: Thank you. I will now call

13 for a motion to go into Executive Session.

14 COMMISSIONER SWEENEY: So moved.

15 COMMISSIONER DiANTONIO: Second.

16 CHAIRMAN BOYER: I have a second. All in

17 favor?

18 ALL: Aye.

19 CHAIRMAN BOYER: All opposed? Ayes have it.

20 We're in Executive Session.

21 (Off the record at 10:47 a.m.)

22

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

1 CHAIRMAN BOYER: I will now call for a motion

2 to close Executive Session and go back into Open

3 Session.

4 COMMISSIONER SWEENEY: So moved.

5 COMMISSIONER DIANTONIO: Second.

6 CHAIRMAN BOYER: We are back in Open

7 Session.

8 (On the record at 11:14 a.m.)

9 CHAIRMAN BOYER: Before we talk about the

10 PATCO Electrical Maintainer Apprenticeship Program, I

11 would like to entertain a motion that we work with CAO

12 Toni Brown to create a position of Labor Liaison to

13 help with a lot of grievances on the Jersey problem.

14 COMMISSIONER FENTRESS: Move the motion.

15 COMMISSIONER SWEENEY: Second.

16 CHAIRMAN BOYER: All in favor?

17 ALL: Aye.

18 CHAIRMAN BOYER: All opposed? Ayes carry.

19 We've got one item for Open Session, and that

20 is the apprenticeship program. I would first like to

21 thank John Rink for his hard work and diligence in

22 putting this program together. The program will help

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

1 us get new blood in the system and also will reach out

2 to communities that heretofore have not been reached

3 out to or given the opportunities to be a part of the

4 way these programs were done. I want to thank you for

5 your leadership and you pushing me on this, and I

6 would like to give you just that from this Committee.

7 Thank you.

8 MR. RINK: I appreciate that, Mr. Chairman.

9 It is my pleasure to present for your approval today

10 this Electrical Maintainer Apprenticeship Program at

11 PATCO. The program is designed to train selected

12 candidates in the various responsibilities and

13 functions unique to the Electrical Maintainer position

14 in our Weigh & Power Department. The program will

15 last about 18 to 24 months and will provide the

16 apprentice with the fundamentals of electrical and

17 signal maintenance divided over three distinct tiers;

18 foundation, transit-specific, and PATCO-specific.

19 The electrical maintainer plays an important

20 role in the daily, safe operation of the rail system.

21 The very nature of working on third rail in high-speed

22 transit presents many unique challenges and hazards.

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

1 These are compounded by the fact that our cars are

2 powered by an electrified third-rail network. We

3 developed this apprenticeship program to ensure a

4 continued pool of high-quality candidates for the

5 position and to assure that we have consistent,

6 rigorous training for those personnel. It is also

7 designed to ensure that all electrical maintainers

8 receive standardized basic training on how to best to

9 perform their job responsibilities in a safe and

10 effective manner.

11 Through HR, we're going to arrange for

12 classroom instruction to be provided at Camden County

13 College. Classroom instruction will support on-the-

14 job training led by designated Weigh & Power

15 Electrical Maintainers and Forepersons. Together, the

16 classroom instruction and the on-the-job training will

17 instruct the apprentice in the techniques and

18 knowledge required for the work of a maintainer. The

19 program is designed to be approximately 18- to 24-

20 months.

21 The creation of this program was a

22 collaborative effort between PATCO, DRPA, HR and

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

1 Teamsters Local 676. Once this is approved, we will

2 add the program to the Teamsters’ collective

3 bargaining agreement.

4 You'll see on the chart that's being passed

5 around that we do have openings for the maintainer

6 position. We will fill those vacant slots with an

7 apprentice. There will be various tests, checklists

8 and reviews done during the program. So, when the

9 person who is selected for the apprenticeship

10 completes their training, they will be brought in at

11 the full rate of one of our Electrician Maintainers.

12 This is a pilot that we have put together. We

13 are also looking to expand it to other jobs at PATCO.

14 I've met with our Fleet Department and also DRPA

15 Bridge Operations which are both interested in

16 exploring the same type of program.

17 Once approved, we'll be able to post the job

18 internally. There are internal candidates that have

19 taken electrical courses on their own, using our

20 reimbursement program. So, there are current PATCO

21 employees that are very interested in applying. We

22 will also post it on the outside.

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

1 CHAIRMAN BOYER: Also, can we move quickly on

2 this? I think that part of the purpose of the program

3 is to open up the pipeline and the pathway for people;

4 so that as people move up the pathway we are prepared

5 to fill the job that they left. So, we best start

6 adding support to that. If we think that one job skill

7 set is complementary and we know that most of the

8 people will be coming from there to there, how do we

9 then backfill that position as well.

10 MR. RINK: I think that the current position

11 might be filled from one gentleman that is interested

12 in applying once it's posted. I believe we have a

13 current list that we can select qualified candidates

14 from. It's a very exciting time, and I'm happy to

15 push this forward and look to expand this to our

16 current employees.

17 CHAIRMAN BOYER: With that, I'll entertain a

18 motion to move this item to the Board for approval.

19 VICE CHAIRMAN FRATTALI: So moved.

20 COMMISSIONER SWEENEY: Second.

21 CHAIRMAN BOYER: All in favor?

22 ALL: Aye.

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

1 CHAIRMAN BOYER: All opposed? Ayes have it.

2 If there is no further business for the Labor

3 Committee, I'll take a motion for adjournment.

4 COMMISSIONER FENTRESS: Move the motion.

5 COMMISSIONER DiANTONIO: Second.

6 CHAIRMAN BOYER: All in favor?

7 ALL: Aye.

8 CHAIRMAN BOYER: Meeting adjourned.

9 (Whereupon, the Labor Committee Meeting ended

10 at 11:19 a.m.)

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

1 CERTIFICATE

2 This is to certify that the attached

3 proceedings before the Delaware River Port Authority

4 Labor Committee on November 1, 2016, were held as

5 herein appears, and that this is the original

6 transcript thereof for the file of the Authority.

7

8

9 ______10 Tom Bowman, Reporter FREE STATE REPORTING, INC. 11

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

ITEM NO.: PATCO-16-038 SUBJECT: PATCO Electrical Maintainer Apprenticeship Program

COMMITTEE: Labor

COMMITTEE MEETING DATE: November 1, 2016

BOARD ACTION DATE: November 16, 2016

PROPOSAL: That the Board authorizes staff to create an Electrical Maintainer Apprenticeship Program at PATCO designed to train selected candidates in the various responsibilities and functions unique to the position of Electrical Maintainer in the Way & Power Department. PURPOSE: To create a PATCO Electrical Maintainer Apprenticeship Program as a professional development opportunity for both current and potential PATCO employees with the demonstrated potential for success as Electrical Maintainers. This 18-24 month program provides each Apprentice with the fundamentals of electrical and signal maintenance, divided over three distinct tiers: Foundational, Transit-Specific, and PATCO-Specific courses. BACKGROUND: The Electrical Maintainer position at PATCO plays an important role in the daily, safe operation of the rail system. The very nature of working on a high-speed rail system presents many unique challenges and hazards. These are compounded by the fact that PATCO’s rail cars are powered by an electrified third-rail network. PATCO has developed this Electrical Maintainer Apprenticeship Program to ensure a continued pool of high-quality candidates for the position, and to ensure consistent, rigorous training for those personnel. The Program is designed to ensure all Electrical Maintainers receive standardized basic training on how to best perform their job responsibilities in a safe and efficient manner. The PATCO Electrical Maintainer Apprenticeship Program is designed to be an approximately 18-24 month training program. Classroom instruction, taught by Camden County College, will support on-the-job training (OJT) led by designated Way and Power Electrical Maintainers and Forepersons who have demonstrated an in-depth knowledge of a particular area of expertise and a desire to assist with the training. Together, the classroom training and OJT will be instructive in the techniques and knowledge required to perform the work of an Electrical Maintainer. SUMMARY STATEMENT -2- PATCO Electrical Maintainer Labor 10/11/2016 Apprenticeship Program

Throughout the training program, much emphasis will be placed on the proper safety precautions required for working around an electrified rail system. While emphasizing the fundamentals of electrical and relevant mathematical principles, the training will include, but not be limited to, self-protection when working around rail cars and work equipment, proper use of personal protective equipment (PPE), safety equipment, the proper use of test equipment, and PATCO’s Safety Rules and Procedures. The creation of this Apprenticeship program was a collaborative effort between PATCO, DRPA Human Resources and Teamsters Local 676. In addition, this program will be added to the Collective Bargaining Agreement (CBA) with the Teamsters.

SUMMARY: Amount: $24,000 Source of Funds: Operating Budget / Training Operating Budget: N/A Capital Project #: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A PATCO-16-038 Labor: November 1, 2016 Board Date: November 16, 2016 PATCO Electrical Maintainer Apprenticeship Program

RESOLUTION

RESOLVED: That the Board authorizes staff to create an Electrical Maintainer Apprenticeship Program at PATCO; and be it further RESOLVED: That the Chairman, Vice Chairman and the President must approve and are hereby authorized to approve and execute all necessary agreements, contracts or other documents on behalf of PATCO. If such agreements, contracts, or other documents have been approved by the Chairman, Vice Chairman and President and if thereafter either the Chairman or Vice Chairman is absent or unavailable, the remaining Officer may execute the said document(s) on half 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 half of PATCO.

SUMMARY: Amount: $24,000 Source of Funds: Operating Budget / Training Operating Budget: N/A Capital Project #: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A

NEW BUSINESS

SUMMARY STATEMENT

ITEM NO.: PATCO-16-039 SUBJECT: Consideration of Pending PATCO Contracts (Between $25,000 and $100,000)

COMMITTEE: New Business

COMMITTEEMEETINGDATE: N/A

BOARD ACTION DATE: November 16, 2016

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-16-039 New Business: November 16, 2016 Board Date: November 16, 2016 Consideration of Pending PATCO Contracts (Between $25,000 and $100,000)

RESOLUTION

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

SUMMARY: Amount: N/A Source of Funds: See Attached List Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A CONSIDERATION OF PENDING PATCO CONTRACTS (BETWEEN $25,000 - $100,000) – NOVEMBER 16, 2016

Item# Vendor/Contractor Description Amount ProcurementMethod BidsReceived BidAmounts SourceofFunds 1 Filnor, Inc. Purchase of six (6) 4000 $30,900.00 Competitive FormalBid 1. Filnor, Inc. 1. $30,900.00 General Funds Alliance, OH Ampere Manual IFB 16-0008 was publicly Alliance, OH Sectionalizing advertised and issued to six (6) Switches. prospective bidders. Four (4) bids 2. Lindley Electric 2. $35,742.00 were received and publicly opened Southhampton, PA on October 27, 2016. 3. Billows Electric 3. $38,130.00 Haddon Heights, NJ

4. Chamming Electric 4. No Bid Vineland, NJ

2 Jamaica Bearings Co., Inc. Purchase and delivery of $34,280.00 Emergency Procurement - see 1. Jamaica Bearings Co., Inc. 1. 34,280.00 General Funds New Hyde Park, NY forty (40) transit car attached Emergency Procurement New Hyde Park, NY journal (axle) bearings. Memo marked as Exhibit "1". Emergency procurement executed in accordance with DRPA By-Laws Article XIIC (8) CEO Administrative Powers. Chairman and Vice Chairman approval was secured prior to emergency purchase.

3 Helwig Carbon Products Purchase rolling stock $95,000.00 (N.T.E.) Sole Source Provider, see 1. Helwig Carbon Products $95,000.00 (N.T.E.) General Funds Milwaukee, WI inventory of carbon attached Sole Source Justification Milwaukee, WI brushes for DC motors Memo marked as Exhibit "2". for PATCO Operations.

4 Midwest Industrial Supply Purchase rolling stock $80,000.00 (N.T.E.) Sole Source Provider, see 1. Midwest Industrial Supply $80,000.00 (N.T.E.) General Funds Canton, OH inventory of Zero Gravity attached Sole Source Justification Canton, OH Deicer Fluid for PATCO Memo marked as Exhibit "3". Operations.

5 Railroad Friction Products Purchase rolling stock $80,000.00 (N.T.E.) Sole Source Provider, see 1. Railroad Friction Products $80,000.00 (N.T.E.) General Funds Laurinburg, NC inventory of friction attached Sole Source Justification Laurinburg, NC brake shoes for PATCO Memo marked as Exhibit "4". Operations.

6 Alstom Transportation Purchase rolling stock $50,000.00 (N.T.E.) Sole Source Provider, see 1. Alstom Transportation $50,000.00 (N.T.E.) General Funds Hornell, NY inventory of consumable attached Sole Source Justification Hornell, NY parts for refurbished Memo marked as Exhibit "5". cars for PATCO Operations. CONSIDERATION OF PENDING PATCO CONTRACTS (BETWEEN $25,000 - $100,000) – NOVEMBER 16, 2016

(CONT’D)

Item# Vendor/Contractor Description Amount ProcurementMethod BidsReceived BidAmounts SourceofFunds 7 Ansaldo Purchase rolling stock $45,000.00 (N.T.E.) Sole Source Provider, see 1. Ansaldo $45,000.00 (N.T.E.) General Funds Batesburg, SC inventory of specific attached Sole Source Justification Batesburg, SC transit signaling Memo marked as Exhibit "6". equipment for PATCO Operations. 8 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 Plattburgh, NY inventory of suspension attached Sole Source Justification Plattburgh, NY system components for Memo marked as Exhibit "7". PATCO Operations.

9 Barber Spring Company Purchase rolling stock $30,000.00 (N.T.E.) Sole Source Provider, see 1. Barber Spring Company $30,000.00 (N.T.E.) General Funds Greensburg, PA inventory of truck shock attached Sole Source Justification Greensburg, PA pads for PATCO Memo marked as Exhibit "8". Operations.

10 Horne Products Purchase rolling stock $30,000.00 (N.T.E.) Sole Source Provider, see 1. Horne Products $30,000.00 (N.T.E.) General Funds E. Farmingdale, NY inventory of third rail attached Sole Source Justification E. Farmingdale, NY fuses and fuse boxes Memo marked as Exhibit "9". and associated hardware for PATCO Operations. 11 Erico International Purchase rolling stock $30,000.00 (N.T.E.) Sole Source Provider, see 1. Erico International $30,000.00 (N.T.E.) General Funds Corporation inventory of transit rail attached Sole Source Justification Corporation Solon, OH bonding equipment for Memo marked as Exhibit "10". Solon, OH PATCO Operations.

12 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 transit car attached Sole Source Justification Carlstadt, NJ acid and alkaline Memo marked as Exhibit "11". cleaning solution for PATCO Operations.

SUMMARY STATEMENT

ITEM NO.: PATCO-16-040 SUBJECT: 2017 PATCO Board/Committee Meeting Schedule

COMMITTEE New Business

COMMITTEE DATE: N/A

BOARD ACTION DATE:

PROPOSAL: That the Board approves and adopts the schedules of Board and Committee meetings for the year 2017.

PURPOSE: To adopt 2017 Board and Committee Meeting dates in compliance with the PATCO By Laws.

BACKGROUND: The PATCO By Laws provide, at Article VI (B)(3)(b), that within ten days of the beginning of each calendar year the Authority shall establish a schedule of its regularly scheduled meeting during the year. The Authority shall give public notice of the established schedule and any change in it.

The Corporate Secretary has prepared the schedule for the entire year 2017 as and it is attached hereto.

SUMMARY: Amount: NA Source of Funds: NA Capital Project #: NA Operating Budget: NA Master Plan Status: NA Other Fund Sources: NA Duration of Contract: NA Other Parties Involved: NA PATCO-16-040 New Business: N/A Board Date: November 16, 2016 2017 PATCO Board/Committee Meeting Schedules

RESOLUTION

RESOLVED: That the schedule of meetings for the calendar year 2017 as attached hereto be and hereby is adopted by the Board. There will be one (1) off- site evening meeting in Pennsylvania and one (1) off-site evening meeting in New Jersey.

SUMMARY: Amount: NA Source of Funds: NA Capital Project #: NA Operating Budget: NA Master Plan Status: NA Other Fund Sources: NA Duration of Contract: NA Other Parties Involved: NA 2017 DRPA/PATCO BOARD MEETING DATES

January 4, 2017 (if necessary) January 18, 2017

February 1, 2017 (if necessary) February 15, 2017

March 1, 2017 (if necessary) March 15, 2017

April 5, 2017 (if necessary) April 19, 2017

May 3, 2017 (if necessary) May 17, 2017 (6:00 p.m. – Philadelphia - TBD)

June 7, 2017 (if necessary) June 21, 2017

July 5, 2017 (if necessary) July 19, 2017

August 2, 2017 (if necessary) August 16, 2017

September 6, 2017 (if necessary) September 20, 2017

October 4, 2017 (if necessary) October 18, 2017 (6:00 p.m. - New Jersey Meeting – TDB)

November 1, 2017 (if necessary) November 15, 2017

December 6, 2017 2017 COMMITTEE MEETING DATES

OPERATIONS & MAINTENANCE

Tuesday, January 10, 2017 at 9:00 a.m. Tuesday, February 1, 2017 at 9:00 a.m. Tuesday, March 7, 2017 at 9:00 a.m. Tuesday, April 4, 2017 at 9:00 a.m. Tuesday, May 2, 2017 at 9:00 a.m. Tuesday, June 6, 2017 at 9:00 a.m. Tuesday, July 11, 2017 at 9:00 a.m. Tuesday, August 1, 2017 at 9:00 a.m. Tuesday, September 12, 2017 at 9:00 a.m. Tuesday, October 2, 2017 at 9:00 a.m. Tuesday, October 31, 2017 at 9:00 a.m. Tuesday, November 28, 2017 at 9:00 a.m.

LABOR

Tuesday, January 10, 2017 at 10:30 a.m. Tuesday, February 1, 2017 at 10:30 a.m. Tuesday, March 7, 2017 at 10:30 a.m. Tuesday, April 4, 2017 at 10:30 a.m. Tuesday, May 2, 2017 at 10:30 a.m. Tuesday, June 6, 2017 at 10:30 a.m. Tuesday, July 11, 2017 at 10:30 a.m. Tuesday, August 1, 2017 at 10:30 a.m. Tuesday, September 12, 2017 at 10:30 a.m. Tuesday, October 2, 2017 at 10:30 a.m. Tuesday, October 31, 2017 at 10:30 a.m. Tuesday, November 28, 2017 at 10:30 a.m.

FINANCE

Wednesday, January 4, 2017 at 9:00 a.m. Wednesday, February 7, 2017 at 9:00 a.m. Wednesday, March 1, 2017 at 9:00 a.m. Wednesday, April 5, 2017 at 9:00 a.m. Wednesday, May 3, 2017 at 9:00 a.m. Wednesday, June 7, 2017 at 9:00 a.m. Wednesday, July 12, 2017 at 9:00 a.m. Wednesday, August 2, 2017 at 9:00 a.m. Wednesday, September 6, 2017 at 9:00 a.m. Wednesday, October 4, 2017 at 9:00 a.m. Wednesday, November 1, 2017 at 9:00 a.m. Wednesday, November 29, 2017 at 9:00 a.m. AUDIT

Wednesday, March 1, 2017 at 10:30 a.m. Wednesday, June 7, 2017 at 10:30 a.m. Wednesday, September 6, 2017 at 10:30 a.m. Wednesday, November 29, 2017 at 10:30 a.m. (This would be the December meeting) SUMMARY STATEMENT

ITEM NO.: PATCO-16-041 SUBJECT: Service Contract Modifications

COMMITTEE: New Business

COMMITTEE MEETING DATE: N/A

BOARD ACTION DATE: November 16, 2016

PROPOSAL: That the Board authorize the execution of service contract modifications to certain PATCO projects and that the Board amend the 2016 Capital Budget to include the increase in contract amount being requested in this Resolution.

PURPOSE: To approve contract modifications in the amounts and times set forth herein for the identified PATCO projects and to assure that the service contract reflects the actual Board approved project costs.

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

PATCO staff has evaluated the contract modification identified in the Attachment and any supporting documentation and has determined the contract adjustments as proposed are fair and reasonable and meet the needs of PATCO.

SUMMARY: Amount See Attachment Source of Funds: General Fund/PATCO Operating Budget Capital Project#: See Attachment Operating Budget: PATCO – Contractual Services – 5ZC Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: See Attachment Other Parties: N/A PATCO-16-041 New Business: November 16, 2016 Board Date: November 16, 2016 Service Contract Modifications

RESOLUTION

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

RESOLVED: That the Chair, Vice Chair and the President must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the PATCO. If such agreements, contracts, or other documents have been approved by the Chair, Vice Chair and President 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 PATCO. If both the Chair and Vice Chair are absent or unavailable, and any agreement or agreements need to be executed during their absence, then the President may execute on behalf of PATCO.

RESOLVED: That the 2016 Capital Budget be and hereby is amended to increase the line item amounts allocated for the PATCO project as indicated in the attached.

SUMMARY: Amount See Attachment Source of Funds: General Fund/PATCO Operating Budget Capital Project#: See Attachment Operating Budget: PATCO – Contractual Services – 5ZC Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: See Attachment Other Parties: N/A ATTACHMENT

November 3, 2016

Summary of Change Modifications

Current Adjusted Contract/ Change Contract/ Approved Consultant/ Summary Agreement Modification Agreement Resolution Title Contractor of Request Amount Amount Amount Duration

PATCO-13-020 Transit Car 1. Ram Additional funding $7.8 million Not to $8.8 30 day Traction Motor Industrial to accommodate Exceed $1.0 million extension Repairs Services, necessary traction million to contract LLC. motor repairs end date of 2. Sherwood 9/12/16. Electromotion, New Inc. contracts 3. Swiger Coil were Systems executed on 10-12- 16 under approved Resolution PATCO- 16-018