Port Authority Transit Corp. Board Meeting

DELAWARE RIVER PORT AUTHORITY & PORT AUTHORITY TRANSIT CORP. BOARD MEETING

Wednesday, June 17, 2015 One Port Center Board Room Camden, NJ 9:00 a.m.

John Hanson, Chief Executive Officer DRPA BOARD DELAWARE RIVER PORT AUTHORITY BOARD MEETING Wednesday, June 17, 2015 at 9:00 a.m. One Port Center, 11th Floor, Board Room Camden, New Jersey ORDER OF BUSINESS

1. Roll Call

2. Report of the CEO – June 2015

3. Report of the CFO

Key Performance Indicators

4. Approval of May 20, 2015 Board Meeting Minutes

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

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

7. Approval of Operations & Maintenance Committee Minutes of June 3, 2015

8. Adopt Resolutions Approved by Operations & Maintenance Committee of June 3, 2015

DRPA-15-069 Construction for OPC 6th Floor Interior Renovations And Alterations

DRPA-15-070 Construction Monitoring Services for Contract No. BF-37-2013, Benjamin Franklin Bridge 5th Street Philadelphia Tunnel Rehabilitation

DRPA-15-071 Right of Entry Permit and Related Agreements with 4th Coast Productions

DRPA-15-072 2015 Dump Trucks Seven (7) and Hydraulic Systems Seven (7)

DRPA-15-073 Sole Source Procurement for Integration of Toll Lanes DMS Canopy Signs with Toll SATS Menu

DRPA-15-074 Right of Entry and Perpetual Aerial Easement for PSE&G Aerial Power/Fiber Cables over Route 90 near Betsy Ross Bridge

9. Approval of Finance Committee Minutes of June 3, 2015

10. Approval of Audit Committee Minutes of June 10, 2015 11. Adopt Resolution Approved by Audit Committee of June 10, 2015

DRPA-15-075 2014 Financial Audit – Exit Conference Report and Required Communications

12. Unfinished Business

13. New Business

DRPA-15-076 Consideration of Pending DRPA Contracts (Between $25,000 and $100,000)

DRPA-15-077 Interim Collective Bargaining Agreements Extension

14. Citizens Advisory Committee Report

15. Public Comment

16. Executive Session

17. Adjournment CEO REPORT Report of the Chief Executive Officer

JUNE, 2015

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

June 17, 2015

To the Commissioners:

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

Stewardship /Stewardship

 Train Operator Earl Robinson was one of the very first train operators at PATCO, and he has served our customers faithfully for 46 years. When called upon, he serves his fellow train operators as a mentor and as an alternate shop steward. As an exemplary employee and the most veteran train operator, Earl was chosen to be at the controls at the inaugural run of the first six refurbished cars re-entered service on May 28, with DRPA representatives and local politicians aboard.

 A customer wrote in to praise Police Officer Richard Christy: Thanks so much to the polite and professional PO Christy, who found my phone and got it back to me ASAP.

 A customer wrote in to praise Station Supervisor Heather Norris: One of your employees went above and beyond yesterday. My wallet fell out of my pocket before I got off the train yesterday at the Broadway station at about 6:00. After calling your customer service line on the gate phone, I sat down on the floor to wait for the return call. After a minute or two, Heather came out of the office and asked if I was alright. I said I was fine and explained my predicament. She reassured me that people leave things on the train all the time and they usually get returned. We had a lovely chat and she asked me how much I needed to get home. I said I needed $3 to be able to exit the station and $1.50 for the Riverline home. She didn't hesitate to reach into her own pocket and hand me $5. She also let me out of the station and refused to take any of her money back. Fortunately, the woman sitting next to me on the train had picked up my wallet and got in touch with me. All is well on that front. I had nothing to offer in return except for a hug and my gratitude. At the very least, she should get a commendation if not a raise and public recognition for her kindness. If it's possible, I'd like to return the money she gave me. It wasn't a lot of cash but it means an awful lot to me. Please let me know how I might go about doing that other than stalking the office at the station. Thank you.

 A customer wrote in to praise Train Operator Darrence DuBose and Station Supervisor Fran Egolf: I left my wallet on the train when I got off at Ashland around midnight; it had $147 dollars in it and I was sure the wallet would be gone. But when I arrived at Lindenwold, I was told my wallet was in lost and found. I was relieved a little but I still thought for sure my money was already gone. I finally was able to pick up my wallet and found my money still in it! Which shocked me because in this day and age loyalty is hard to come by. Thank you again PATCO staff for holding on to my wallet.

DRPA

 This June, we once again joined the National Safety Council in its national initiative to raise awareness about workplace safety. During the week of June 8, the Authority hosted Safety Awareness Open Houses at each bridge facility and at PATCO. This gave us an opportunity to come together as a community of stewards to celebrate the safety achievements of the year and to renew our commitment to working safely. Our focus is to promote “Safety First,” which is one of our most critical shared values. This year’s safety slogan winner, Alex Dubinchik, said it best: “Avoid the worst, put safety first.” A special thank you goes out to the Programs & Activities Subcommittee members, who collaborated (and volunteered their time) to plan this year’s very successful and well-attended Safety Awareness Open Houses.

 I am pleased to report the DRPA has been named a “2015 Healthiest Employer Award Winner” by the Philadelphia Business Journal and presenting sponsor UnitedHealthcare for the fourth year in a row. We were recognized as an organization with a culture and leadership commitment to the health of our employees, for our wellness program, and for our strategic planning for a healthier, more productive workforce. On Thursday, June 4, CAO Toni P. Brown, Acting Insurance Administrator and Wellness Coordinator Karen Fanning, Benefits Administration, Acting Administrative Coordinator Selina Thompkins and Project Analyst Ann DuVall attended the breakfast award ceremony. Annually, the Benefits Administration Department delivers educational health and wellness workshops, important health screenings, nutritional guidance and other healthy cooking tips. Together, these initiatives promote the “Growth & Development” of our stewards, one of the Authority’s guiding principles. Enterprise Resource Planning (ERP) Update

 We are now finished with all Integration Testing. This is an important milestone because our staff became more familiar working within SAP during this phase, and staff had the opportunity to make some adjustments to SAP based on our business needs and the blueprinting phase. We will use the information collected during Integration Testing to improve SAP for the following rounds of testing.

 Additional testing will take place in June, July and August. During this time, we will perform User Acceptance Testing and Parallel Payroll Testing, both of which will validate system functionality.

 Staff is identifying at least one training room at each facility that will be solely used for ERP training and is outfitting those selected rooms with the computers and equipment necessary for training sessions.

 In order to ensure all staff have basic computer skills, we will offer Computer 101 and Tablet 101 training in June and July before ERP training begins.

Finance

Every five (5) years the Authority must engage an arbitrage firm to conduct an arbitrage liability calculation related to individual bond issues to determine if the Authority has any tax liability. The five year anniversary (of issuance) of the 2010 ABV (variable rate bonds) just passed, and so our arbitrage firm, PFM, conducted the analysis to determine if the DRPA had any tax liability on the bonds. The report indicated that the DRPA has no rebate tax liability on these revenue refunding bonds.

PATCO Car Overhaul

A Press Event was held on May 28 at the Woodcrest Station for the inaugural run of the first six new PATCO cars. Following the event, public officials, senior leadership, and customers boarded the train as it was placed back into revenue service. Additional refurbished cars will continue to be placed into revenue service as they arrive at PATCO and are tested.

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 May 2015

Calls for Service: 7,892 Total Arrests: 175 Adults: 175 Juv.: CDS Arrests: 8 DWI Arrests: 41

Arrests: CBB:BFB:6 75 PATCO:BR45B: 5 WWB:43Arrests NJ: 130Arrests PA: 40

Reportable Accidents: CBB: 3BFB: 8 PATCO:7 BRB: 2 WWB:12

Non Reportable Accidents: CBB: 1BFB: 21 PATCO:5 BRB: 0 WWB:16

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

Incident Type CBBBFB PATCO BRB WWB Total 33 MV Stop 253 630 104 307 731 2,026 26 Assist-Routine PD Backup 108 603 293 120 500 1,625 25x Insufficient Funds 1 7 1 454 464 25 Escort 218 54 41 136 450 35X Motorist Aid/Service To Patron 31 77 204 35 82 429 302 Security Check 25 47 136 88 68 364 47 Disabled MV 26 86 2 35 179 328 50X Leaving Jurisdiction 18 81 31 15 43 188 46 Construction/Trades Backup 43 76 2 41 17 179 90 Other PD Assist 14 36 89 10 28 177 88X Parking Viol./Compl. 2 168 171 1 Headquarters Assignment 6 71 6 12 42 137 91 Ped Investigation/Stop 25 84 1 3 113 84 Check On Subject 18 75 4 7 105 33C CV Stop 1 23 4 73 101 15 MV Accident 6 33 11 2 38 90 86 Removal 3 83 86 79 Roadway Hazard/Station Hazard 10 22 14 30 76 302 Security Check/Detail 4 14 12 27 12 69 25T Fare Problem 60 3 63 78X Toll Evasion/TOS 21 14 2 10 47 999 Generated In Error 3 9 6 2 7 44 309 Special Detail 2 6 34 2 44 82 Notification 2 12 25 3 42 8 911 Hang Up/Mis-Dial 9 23 1 33 80 Break 2 14 3 5 8 32 58 Drivers License Check 4 24 1 1 30 29 Alarm Activation 1 8 14 2 1 26 Activity for the Month of May 2015

Calls for Service: 7,892 Total Arrests: 175 Adults: 175 Juv.: CDS Arrests: 8 DWI Arrests: 41

Arrests: CBB:BFB:6 75 PATCO:BR45B: 5 WWB:43Arrests NJ: 130Arrests PA: 40

Reportable Accidents: CBB: 3BFB: 8 PATCO:7 BRB: 2 WWB:12

Non Reportable Accidents: CBB: 1BFB: 21 PATCO:5 BRB: 0 WWB:16

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

Incident Type CBBBFB PATCO BRB WWB Total 12 Suspicious Person/Activity/Event 5 16 2 1 24 56 Med Emerg/Injury Report 4 16 2 22 341 Lost/Found Property 1 19 2 22 59 MV Look Up 1 10 8 2 21 25EZ Easy Pass Redirect 1 1 18 20 101 BOLO 2 6 5 1 5 20 60 Stolen Check/Wanted 1 5 7 3 2 18 78 Toll Dispute 2 4 2 9 17 33C CVI Stop 1616 52 Erratic Driver/Unfit Motorist 3 3 2 7 15 310 Bridge Damage/PATCO Damage 3 2 3 1 4 13 79X Debris Strike 3 2 5 10 16 Hit & Run 4 5 1 10 71 Fight/Disturbance 8 1 9 38 Transport Courtesy 4 1 3 8 309T Training Assignment Detail 1 1 5 7 220 Criminal History Check 7 7 49X Inspection Report 6 6 34 Suspicious Vehicle 1 1 4 6 65 Vandalism/Criminal Mischief 5 5 56 Medical Emerg/Injury Report 3 1 5 302K K9 Sweep 5 5 83 Counterfeit 1 3 4 77 Domestic 4 4 214 Court/Case Disposition 1 1 2 4 98 Panhandling/Soliciting 3 3 81 General Complaint 1 1 1 3 70 Animal Complaint 1 2 3 Activity for the Month of May 2015

Calls for Service: 7,892 Total Arrests: 175 Adults: 175 Juv.: CDS Arrests: 8 DWI Arrests: 41

Arrests: CBB:BFB:6 75 PATCO:BR45B: 5 WWB:43Arrests NJ: 130Arrests PA: 40

Reportable Accidents: CBB: 3BFB: 8 PATCO:7 BRB: 2 WWB:12

Non Reportable Accidents: CBB: 1BFB: 21 PATCO:5 BRB: 0 WWB:16

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

Incident Type CBBBFB PATCO BRB WWB Total 67 Mentally Disturbed 2 1 3 64 Larceny 3 3 TRN Train Problem Equipment/Mechanical 2 2 97 Traffic Pattern Adjust 2 2 96 Slow Traffic 22 88 Evacuation 2 2 83X Car Wash 1 1 2 49 Investigate Location Conditions 1 1 2 48 Minor Incident 1 1 2 39 Warrant Service 2 2 313 Complaint against Police 1 1 2 11 Fire 1 1 2 101S BOLO Suicidal 1 1 2 89 Pursuit Vehicle/Foot 1 1 85 Past Assault 1 1 74 Suicide Attempt 11 69 Juvenile Complaint 1 1 65U Urinating/Defecating 1 1 53 Abandoned Vehicle 11 5 Meet 1 1 34 Investigate/Suspicious Vehicle 1 1 25R Revenue Escort 1 1 20 Stolen/Recovered Vehicle 1 1 14 Intoxicated Subject (not DWI) 1 1 10 Investigation/Follow-Up 11 1 0 ATTACHMENT 1 FINANCE

REVENUE AUDIT

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

2014 2015 Cash Revenue $7,785,841.14 $7,649,244.21 ETC Revenue $15,985,611.45 $16,649,358.27 Total Revenue $23,771,452.59 $24,298,602.48 Non ETC Traffic 1,429,500 1,399,233 ETC Traffic 2,405,589 2,464,195 Total Traffic 3,835,089 3,863,428 DELAWARE RIVER PORT AUTHORITY Attachment 1 TRAFFIC & BRIDGE TOLL FIGURES FOR THE PERIODS INDICATED

MONTH OF MARCH TRAFFIC BRIDGE TOLLS -----2015------2014----- INC/(DEC) INC/(DEC) TRAFFIC TOLLS TRAFFIC TOLLS % AMOUNT % AMOUNT BEN FRANKLIN 1,449,729 $8,090,517.71 1,499,783 $8,316,586.18 -3.34 (50,054) -2.72 ($226,068.47) WALT WHITMAN 1,498,607 9,459,856.81 1,441,025 9,016,964.07 4.00 57,582 4.91 442,892.74 COMMODORE BARRY 510,137 3,970,228.71 502,912 3,780,456.21 1.44 7,225 5.02 189,772.50 BETSY ROSS 404,955 2,778,276.25 391,369 2,657,970.13 3.47 13,586 4.53 120,306.12 3,863,428 $24,298,879.48 3,835,089 $23,771,976.59 0.74 28,339 2.22 $526,902.89

YEAR TO DATE TRAFFIC BRIDGE TOLLS 1/1/15 TO 3/31/15 1/1/14 TO 3/31/14 INC/(DEC) INC/(DEC) TRAFFIC TOLLS TRAFFIC TOLLS % AMOUNT % AMOUNT BEN FRANKLIN 4,068,495 $22,668,888.32 4,073,017 $22,616,649.07 -0.11 (4,522) 0.23 $52,239.25 WALT WHITMAN 4,186,123 26,400,212.74 3,938,766 24,691,994.71 6.28 247,357 6.92 1,708,218.03 COMMODORE BARRY 1,426,728 11,062,693.93 1,388,511 10,501,955.96 2.75 38,217 5.34 560,737.97 BETSY ROSS 1,131,109 7,761,040.88 1,083,355 7,396,256.84 4.41 47,754 4.93 364,784.04 TOTALS 10,812,455 $67,892,835.87 10,483,649 $65,206,856.58 3.14 328,806 4.12 $2,685,979.29

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 JUNE 17, 2015 ARTICLE XII-A ATTACHMENT 2

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

Judith M. Weightman Temporary No Benefits Eff: 05/02/15 to 11/06/2015 Executive Division Corporate Communications & Community Relations (OPC)

APPOINTMENTS PatrickR.Allenbach PoliceOfficer Eff:05/14/15 Public Safety Division Public Safety (CBB)

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION

Darcie A. deBeaumont From: Senior Accountant To: Acting Manager, Accounting Finance Division Finance Division Accounting (OPC) Accounting (OPC) Eff: 05/02/15 to 11/06/15

Natasha A. Roman From: Purchasing Clerk To: Acting Purchasing Specialist Finance Division Finance Division Purchasing (OPC) Purchasing (OPC) Eff: 05/02/15 to 08/07/15

Trenace Y. Starks From: Building Services Clerk To: Acting Supervisor, Mailroom Administration Division Administration Division Mailroom (OPC) Mailroom (OPC) Eff: 05/02/15 to 07/03/15

Elizabeth M. McGee From: Administrative Coordinator To: Acting Records Manager General Counsel Division General Counsel Division Corporate Secretary’s Office (OPC) Corporate Secretary’s Office (OPC) Eff: 05/16/15 to 10/23/15 Edward O. Braun, III From: Auto Technician To: Acting Fleet Shop Manager- Operations Division North Fleet Operations (BFB) Operations Division Fleet Operations (North) Eff: 05/16/15 to 07/03/15 Actions of the Chief Executive Officer Commission Meeting of 06/17/15 Page 2 of 2

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION - continued Eric S. Rothman From: Fleet Service Mechanic To: Acting Auto Technician Operations Division Operations Division Fleet Operations (BRB) Fleet Operations (BFB) Eff: 05/16/15 to 07/03/15 Angela M. Carambot From: Toll Collector To: Acting Plaza Supervisor Operations Division Operations Division Bridge/Toll (WWB) Bridge/Toll (CBB) Eff: 05/30/15 to 07/24/15

PROMOTIONS David P. Shields, Jr. From: Maintenance Technician To: Maintenance Foreman Operations Division Operations Division Construction & Maintenance (BRB) Construction & Maintenance (BFB) Eff: 05/09/15

INTERAGENCY PROMOTION to PATCO - from DRPA - None

INTERAGENCY TRANSFERS to PATCO - from DRPA - None

INTERAGENCY TRANSFERS to DRPA - from PATCO - None

TRANSFERS - DEPARTMENTAL Gina M. Pozzi-Boujelajel From: Administrative Secretary To: Administrative Secretary Engineering Division Operations Division Engineering - Construction & Bridge Director’s Office (WWB) Maintenance (OPC) Eff: 05/02/15

Tyshia L. Ramos From: Administrative Secretary To: Administrative Secretary Public Safety Division Operations Division Public Safety Administration (BFB) Bridge Director’s Office (BRB) Eff: 05/09/15 RETIREMENTS Diana T. Fargoniere Administrative Secretary Eff: 05/02/15 Public Safety Division Public Safety Administration (BFB) Gregory J. Milano C&M Mechanic Eff: 05/29/15 Operations Division Construction & Maintenance (CBB)

RESIGNATIONS - None

DECEASED - None REPORT OF THE CHIEF EXECUTIVE OFFICER ATTACHMENT 3 CONTRACTS AND PURCHASES ATTACHMENT 3

MONTHLY REPORT GENERAL PROCUREMENT ACTIVITY

During the month of May there were 71 Purchase Orders awarded totaling $593,590.89.

Approximately 25% or $145,974.07 of the monthly dollar total was made available to MBE and WBE’s, representing 42.2% or 30 of the monthly total number of Purchase Orders.

Of the total monthly procurement available to MBE’s and WBE’s, approximately 45.2% or $65,997.31 was awarded to MBE’s and approximately 0% or $0.00 was awarded to WBE’s.

Of the total number of Purchase Orders available to MBE’s and WBE’s, approximately 66.6% or 20 Purchase Orders were awarded to MBE’s and approximately 0% or 0 Purchase Orders were awarded to WBE’s.

Page 1 SCHEDULE 1 ARTICLE XII-C, SECTION 5 SUMMARY OF AUTHORIZED CONTRACT AND ENGINEERING PAYMENTS BRIDGES AND PATCO SYSTEM June 17, 2015

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

American Bridge Company (DRPA-14-121) WWB Suspension Span Stiffening Truss $ 2,700,000 97.4% $ 2,629,926 $ - 2,306,104.00 6 $ 323,822

Brinkerhoff Enviromental Services, Inc. DRPA-14-030 Remedial Investigation for New Jersey Sites 574,379.31 62.3% 358,117.17 32,292.36 291,535.40 7 34,289.41

HNTB Corporation (DRPA-11-094) WWB Miscellaneous Approach Pavement & Pier Rehabilitation 88,412.81 83.5% 73,792.32 0.00 58,197.25 6-May 15,595.07 (DRPA-12-080) BFB PATCO Track Rehabilitation - C.M.S. for Contract No. 21-E 8,251,033.69 73.3% 6,051,845.71 577,314.27 5,264,432.50 27 210,098.94 (DRPA-11-094) CBB New Jersey Approach Pavement Rehabilitation-Design Services 87,061.56 79.8% 69,490.37 0.00 65,829.37 8 3,661.00 (DRPA-11-094) WWB NJ Approach Pier Analysis & Rehabilitation 40,546.30 88.3% 35,791.66 0.00 32,277.12 6 3,514.54 (DRPA-14-012) 2014 Biennial Inspection - BRB 515,140.00 77.2% 397,929.14 26,216.67 364,191.86 11 7,520.61 (DRPA-14-048) On Demand Contractor RFP Development 95,485.65 10.0% 9,507.26 0.00 0.00 1 9,507.26

HAKS Engineers, Architects & Land Surveyors, P.C. (DRPA-14-014) 2014 biennial inspection-WWB 901,000.00 96.1% 865,650.26 46,389.11 800,228.74 8 19,032.41

Ammann & Whitney (DRPA-13-042) WWB Design Services for Painting the Suspension Spans & Towers 381,295.00 66.5% 253,584.35 19,621.96 203,191.23 16 - 17 30,771.16 (DRPA-12-082) BFB South Walkway Bicycle & Pedestrian Ramp 772,682.80 47.8% 369,253.16 26,071.52 276,454.24 13 66,727.40

Urban Engineers, Inc. (DRPA-10-021) C.M.S. WWB Suspension & Anchorage Spans Deck Replacement 11,688,508.67 75.3% 8,805,986.32 1,245.65 8,790,520.24 46 14,220.43

Jacobs Engineering Group, Inc. (DRPA-14-048) General Engineering Support 89,442.00 94.5% 84,517.45 0.00 77,527.81 6 6,989.64 (DRPA-14-048) General Engineering Support 83,063.89 1.8% 1,475.29 0.00 0.00 1 1,475.29

Hatch Mott MacDonald (DRPA-11-094) Task Order # EG4411 Sixth Floor IS Reconfiguration 34,955.00 96.2% 33,622.58 0.00 29,233.16 8 4,389.42 (DRPA-11-094) Environmental Assessments of AWB Parcels - Gateway Park Project 98,500.00 94.5% 93,098.00 0.00 43,751.66 4 49,346.34

Pennoni Associates (DRPA-13-081) PATCO Outbound Study 1,738,212.24 77.5% 1,347,726.38 83,483.24 1,217,385.26 20 46,857.88 (DRPA-11-094) BFB Oil/Water Separator 14,652.00 51.2% 7,505.28 0.00 5,348.00 3 2,157.28

Parsons Brinckerhoff, Inc (DRPA-14-048) General Engineering Support 84,641.00 42.2% 35,680.12 0.00 11,153.97 2 - 4 24,526.15 (DRPA-14-048) PATCO Track Inspection 43,683.00 59.3% 25,888.88 0.00 21,994.13 3 3,894.75

STV Inc. (DRPA-11-094) Task Order # TT4316 BFB Pavement Repairs on Camden Approach 43,711.00 50.9% 22,258.74 0.00 0.00 1 22,258.74 (DRPA-14-150) Phase 1- NJ Approach Spans & U.S. 130 Overpass Construction Monitoring Services 2,305,499.92 3.5% 80,137.40 7,192.67 19,860.01 2 53,084.72

A.P. Construction, Inc. (DRPA-12-010) PATCO Escalator Replacements at Woodcrest, 12th-13th & 15th-16th & Locust Stations 4,718,000.00 99.4% 4,691,734.00 352,680.85 4,198,425.00 19 140,628.15

Burns Engineering, Inc. (DRPA-11-094) Task Order # EM4217 Replace CBB 4160V/480V Main Span Conduit & Cable 99,225.00 99.5% 98,759.20 0.00 98,500.74 12 258.46 (DRPA-12-011) Escalator Replacements at Woodcrest, 12th & 13th & Locust Streets 718,383.00 98.5% 707,814.30 70,781.39 622,856.02 37 14,176.89 (DRPA-11-094) Task Order # EM4226 Design & Construction Related Services for PATCO Cable Replacement 54,234.53 23.2% 12,592.30 0.00 0.00 1 12,592.30

1 ARTICLE XII-C, SECTION 5 SUMMARY OF AUTHORIZED CONTRACT AND ENGINEERING PAYMENTS BRIDGES AND PATCO SYSTEM June 17, 2015

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

AECOM (Formerly DMJM & Harris, Inc.) (DRPA-07-018) WWB Design Services for Suspension Span Replacement 5,239,896.41 98.7% 5,173,848.43 64,923.26 5,045,382.37 75 - 85 63,542.80 (DRPA-14-013) 2014 Biennial Inspection-CBB 523,000.00 91.0% 475,808.65 0.00 451,983.95 7 23,824.70 (DRPA-13-003) CBB Painting - Design Services 1,035,471.61 76.0% 786,531.62 59,458.70 707,804.35 15 19,268.57 (DRPA-13-001) PATCO Right of Way Embankment - Phase 5 610,096.00 54.7% 333,653.48 20,885.32 310,689.49 15 2,078.67

Remington & Vernick Engineers, Inc. (DRPA-13-058) BFB 5th Street Vehicular Tunnel Rehabilitation 128,834.00 86.1% 110,957.23 9,023.95 100,025.28 20 1,908.00 (DRPA-11-094) Task Order # EM4215 BFB Chiller Replacement, Design & Construction Admin. 35,882.22 64.0% 22,947.92 0.00 22,255.50 12 692.42 (DRPA-11-094) WWB Gusset Plate Rehabilitation Project 95,841.58 88.0% 84,357.55 0.00 81,814.05 6 2,543.50 (DRPA-11-094) BFB Administration, Maintenance & Annex Building Roof Replacement 45,616.35 50.9% 23,224.61 0.00 21,467.77 8 1,756.84 (DRPA-14-048) BRB Lower Box Chord Repairs 55,097.97 72.6% 40,011.61 0.00 0.00 1 - 2 40,011.61

Johnson, Mirmiran & Thompson (DRPA-14-098) Resurfacing & Approach Roadway Rehabilitation 1,158,404.00 2.2% 25,318.34 1,674.96 11,821.69 3 11,821.69

South State, Inc. (DRPA-14-009) WWB NJ Approach Structure Rehabilitation 1,738,052.14 100.0% 1,738,052.14 0.00 1,411,833.97 4 326,218.17

Free State Reporting, Inc. (DRPA-14-046) Audio and Transcription Services for DRPA Board and Committee Meetings 65,000.00 24.6% 16,019.03 0.00 13,620.28 9403 2,398.75

Interstate Mobile Care (DRPA-14-103) DOT CDL & FTA Physicals 540,000.00 6.9% 37,424.00 0.00 31,430.00 VARIOUS 5,994.00

LAZ Parking (DRPA-13-095) Temporary Toll Collectors 2,826,951.00 43.6% 1,233,130.17 0.00 1,191,745.95 VARIOUS 41,384.22

Railroad/Iron Bridge - A Joint Venture (DRPA-13-079) Benjamin Franklin Bridge PATCO Track Rehabilitation 102,800,314.00 76.7% 78,864,693.77 6,667,028.41 66,076,498.96 20 - 21 6,121,166.40

Canon Financial Services, Inc. (DRPA-11-027) Canon Copier Equipment - Lease Payment 382,260.00 63.3% 242,098.00 0.00 235,727.00 14831278 6,371.00 (DRPA-11-027) Canon Copier Equipment - Uniform Software Payment 73,669.20 65.1% 47,949.98 0.00 46,722.16 14848107 1,227.82

Networkfleet, Inc. (DRPA-13-085) Fuel Management System Upgrade GPS 123,479.20 83.2% 102,776.21 0.00 98,076.61 VARIOUS 4,699.60

Corcon, Inc. (DRPA-14-149) CBB Painting Phase 1 and New Jersey Approach Spans & U.S. 130 Overpass 19,736,000.00 6.4% 1,254,840.00 125,484.50 0.00 1 1,129,355.50

Sowinski Sullivan Architects (DRPA-13-080) Design Services for Installing Elevators in Remaining PATCO Stations 1,858,200.00 58.8% 1,091,990.62 45,730.15 977,301.09 12 68,959.38

Louis Berger Group (DRPA-11-094) WWW RAMP Inspection & Load Rating of Two Culverts 33,339.82 40.6% 13,543.88 0.00 0.00 1 - 3 13,543.88

Qual-Lynx Casualty Claim Administrators (DRPA-13-120) Third Party Claims Administration 327,750.00 82.6% 270,820.85 0.00 270,787.49 38315 33.36

SunGard Recovery Services (DRPA 10-135) System Disaster Recovery Services 04/01/2011 - 03/31/2016 225,240.00 84.5% 190,242.50 0.00 186,219.50 152562089 4,023.00

Total Contract and Engineer Payments $9,014,220.12

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

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

Purchase Order P15P0182, Corrpro Companies, Inc. West Chester, PA. Purchase Contract for Service and Maintenance of the Cathodic Protection System of the BFB. Contract Value: $21,760.00 (Low Bid of 2, 4 Vendors Solicited).

Purchase Order P15E0013, JPC Group, Inc. Blackwood, NJ. Purchase Contract for Emergency Repairs to Water Main Break on Backside of B Ramp. Contract Value: $14,696.36. (Emergency).

Purchase Order P15S0082, Sherwin Williams. Mt. Ephraim, NJ. Purchase Contract for Paint, Primer and Caulk for the Steel on the NJ Ramps at the WWB. Contract Value: $12,940.52. (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: $9,014,220.12

2015 CAPITAL BUDGET

2015 Capital Budget – Realignment of Funds – From Security Fence Improvement AB1501 to Schedule A DRPA Miscellaneous Projects – BFB Philadelphia 4th Street Garage Employee Bathroom A14005. This Funding will be used to Provide New Water Service and Construct a Permanent Unisex Utilitarian Bathroom for BFB Employees. Budget Amount: $15,000.00. June 17, 2015 1 REPORT OF THE CHIEF EXECUTIVE OFFICER ATTACHMENT 4 RISK MANAGEMENT & SAFETY DELAWARE RIVER PORT AUTHORITY INTEROFFICE COMMUNICATION

To: Toni P. Brown, Chief Administrative Officer

From: Marianne Staszewski, Director Risk Management & Safety

Subject: Risk Management & Safety May Activity Report

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

Contractor Meetings Attended By Risk Management & Safety DRPA CONTRACT DATE CONTRACTOR NO. PROJECT/WORK AREA McCormick 5/20 Taylor Kickoff Meeting for BFB WB Signing 5/27 IEW Construction BR-15-2012 Project progress meeting - resurfacing project 5/27 WW-23-2015 WWB Toll Plaza, Substructure & Paving Pre-Bid Meeting

Safety Meetings Attended By Safety Specialists * attended by Director of Risk Management DATE NAMEOFMEETING 5/7 Meeting with OPC Fire Captains 5/5, 5/20, Bi-weekly conference call with Safety staff & Construction & Maintenance Supervisors and Fleet 5/29 Managers 5/8, 5/21 * 2015 safety staff training initiatives meeting with the Director of Risk Management 5/12 * Monthly Incident Accident Investigation Committee meeting 5/12 Monthly Work Place Safety Meeting at the BFB 5/13 * Monthly Risk Management & Safety Staff meeting with CAO 5/14 Monthly Work Place Safety Meeting at the CBB 5/20 * Monthly Bridge Directors meeting with Safety, Risk Management, and Fleet Management Meeting with Safety staff, Director of Risk Management and CAO regarding AED Lifesaving 5/21 * Equipment 5/21 * Monthly staff meeting with the Director of Risk Management 5/27 * Central Safety & Health Committee meeting 5/27 Monthly Programs & Activities Subcommittee meeting

Risk Management Meetings Attended By Risk Management 5/4 Quarterly Certificates of Insurance Review Meeting with OPC Building Management staff 5/4, 5/11, Weekly conference call on OCIP litigated claims with AIG claim representatives, TSIB and defense 5/18, 5/28 counsel 5/8, 5/26 Weekly staff meetings with CAO 5/15 Monthly Senior Staff meeting 5/21 Meeting with CAO and staff from IS regarding 2016 technology needs Quarterly DRPA/PATCO Workers’ Compensation claims review conference call with DRPA Legal, 5/29 DRPA Claims staff and Qual-Lynx (third party provider)

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

Training Coordinated or Conducted by DRPA Safety - * Attended By Risk Management & Safety DATE TYPEOFTRAINING 5/18 Workplace Violence Awareness Training OPC 5/19 Workplace Violence Awareness Training OPC 5/20 Workplace Violence Awareness Training OPC Monthly Mandatory OSHA Training First Aid and HAZWOPER conducted by DRPA Safety staff at the 5/22 CBB Monthly Mandatory OSHA Training First Aid and HAZWOPER conducted by DRPA Safety staff at the 5/15 BFB and BRB Monthly Mandatory OSHA Training First Aid and HAZWOPER conducted by DRPA Safety staff at the 5/13 WWB 5/19 Summer work program new hire orientation 5/21 Summer work program new hire orientation

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

 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 May.

 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 May, “Safety on the Road”.

 Safety Specialist Khalil Christian attended the four-day OSHA 500 seminar, “Trainer Course in OSHA Standards for Construction Industry” conducted by Chesapeake Region Safety Council in Ocean City, Maryland.

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

STATE OF RESIDENCE JOB TITLE DE NJ PA

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

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

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

Page 1 of 7 As of MAY 31, 2015 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

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

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

OFFICIALS & MANAGERS (Total By State) 2 43 19

TOTAL OFFICIALS & MANAGERS 64

1 Lieutenant of Police 4 2

1 Plaza Supervisor 1 13 10

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

1 Project Manager, HS & EM 1 2 Administrator, Compensation/HRIS 1 3 Administrator, Employee Relations, Programs & Policies 1 4 Administrator, Staffing & Recruiting 1 5 Administrator, Training & Employee Development 1 6 Associate Engineer 3

Page 2 of 7 As of MAY 31, 2015 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

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

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

PROFESSIONALS (Total By State) 2 55 33

TOTAL PROFESSIONALS 90

1 Police Officer 2 72 22

1 Corporal of Police 12 2

1 Sergeant of Police 1 17 5

SERVICE WORKERS (Total By State) 3 101 29

TOTAL SERVICE WORKERS 133

1 HVAC Technician 7 2

1 Auto Technician 11 1

Page 3 of 7 As of MAY 31, 2015 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

1 Electrical Technician 17 6

1 Construction & Maintenance Mechanic 3 33 9

1 Maintenance Technician 32 8

1 Fleet Service Mechanic 3 2

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

TOTAL CRAFT WORKERS (SKILLED) 134

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

TECHNICIANS (Total By State) 1 17 2

TOTAL TECHNICIANS 20

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

Page 4 of 7 As of MAY 31, 2015 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

1 Sr. Accounting Clerk 1 2 Accounting Clerk 1 1 3 Central Stores Clerk 1 4 Data Base Clerk 2 5 Administrative Clerk (Revenue Audit) 1 6 Building Services Clerk 3 1 7 Dispatcher 12 2 8 File Clerk 1 9 Purchasing Clerk 1 1 10 Media Specialist 1

1 Administrative Secretary 8 3

1 Revenue Auditor 1 4 1

1 Toll Collector 39 20

1 Revenue Operations Clerk 2 1

OFFICE & CLERICAL (Total By State) 1 79 35

TOTAL OFFICE & CLERICAL 115

TOTAL EMPLOYEES BY STATE 12 398 146

TOTAL DRPA EMPLOYEES - 556 SUMMARY (Employee Class)

NON-REP 5 123 63

191

Page 5 of 7 As of MAY 31, 2015 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

IUOE 3 156 51

210

Page 6 of 7 As of MAY 31, 2015 DRPA EEO CATEGORIES (By State)

STATE OF RESIDENCE JOB TITLE DE NJ PA

IBEW 1 18 3

FOP 3 101 29

133

Page 7 of 7 As of MAY 31, 2015 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,Finance 1 6Director,TransitServices 1 7Director,Way&Power 1 8 TechnicalSupervisor,TransitServices 1 9 TechnicalSupervisor,Civil&MechanicalSystems 1 10Manager,Electrical&Electronics 1 11Manager,Mechanical&Custodial 1 12 Manager,Power,Signals&Communications 1 13Manager,SystemsSafety 1 14 Manager,Track,Structures&Mechanical 1 15Manager,Track&Signals 1 16SupervisingDispatcher 1 17Dispatcher 51 18DispatcherTrainee 1 19ElectricalForeman 4 1 20FareCollectionForeman 1 21MechanicalForeman 2 22 Payroll Administrator 1 23SeniorAccountant 3 24TrackForeman 1 1 25PurchasingAgent 1 26MaintenanceForeman 1 27Supervisor,PassengerServices 1 28MoneyRoomSupervisor 1 29Supervisor,TransitServices 5 30Supervisor/TrafficAnalyst 3 1 31TrafficAnalyst 1 32Supervisor,Storeroom 1 33CustodialForeman 1 34StationSupervisor 9

OFFICIALS & MANAGERS (Total By State) 0 56 6

TOTAL OFFICIALS & MANAGERS 62

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

STATE OF RESIDENCE JOB TITLE DE NJ PA

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

PROFESSIONALS (Total By State) 0 6 2

TOTAL PROFESSIONALS 8

1TrainOperator 1 44 8

OPERATIVES(SEMI-SKILLED)(TotalByState) 1 44 8

TOTAL OPERATIVES (SEMI-SKILLED) 53

1Custodian 248 2RevenueCollector 1 1

SERVICEWORKERS(TotalByState) 0 25 9

TOTALSERVICEWORKERS 34

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

OFFICE&CLERICAL(TotalByState) 0 17 4

TOTALOFFICE&CLERICAL 21

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

STATE OF RESIDENCE JOB TITLE DE NJ PA

1ElectronicTechnician 1 16 2Machinist1/C 2 3Machinist1/CToolMaker 1 4MaintenanceMechanic1/C 1 5 Mechanical&StructuralTechnician 12 1 6Maintainer 205 7EquipmentElectrician 4 3 8 Equipment Electrician A/C 4 9MachineOperator1/C 3 10EquipmentMechanic 20 1 11FareCollectionRepairman 2 1 12GroundsKeeper 2 13TrackMechanic 17 5 14 Welder 1

CRAFTWORKERS(SKILLED)(TotalByState) 1 105 16

TOTALCRAFTWORKERS(SKILLED) 122

TOTAL EMPLOYEES BY STATE 2 253 45

TOTAL PATCO EMPLOYEES - 300 SUMMARY (Employee Class)

NON-REP 0 79 12

TEAMSTERS 2 174 33

209

Page 3 of 3 As of May 31, 2015 REPORT OF THE CHIEF EXECUTIVE OFFICER ATTACHMENT 6 LEGAL STATISTICS REPORT Matter Count Report by Matter Sub-Type

Date Range: 05/01/2015to 05/31/2015 by Open Date ; opendate: from 05/01/2015 up to 05/31/2015

Total Pending Opened In Closed In Matter Sub-Type Matters Range Range Contracts / Construction 3 4 1 Contracts / Consulting 2 3 1 Contracts / Insurance 0 1 1 Contracts / License 1 2 1 Contracts / Loan Guaranty 1 1 0 Contracts / Process and Procedure 3 3 0 Contracts / Purchase 4 4 0 Contracts / Real Estate Lease 1 1 0 Contracts / Real Estate Right of Entry 6 7 1 Contracts / Release 1 1 0 Contracts / Service 2 2 0 Contracts / Termination 1 1 0 Employment / ADA 8 8 0 Employment / Discipline 1 2 1 Employment / Short Term Disability 1 1 0 Employment / Wage Issues 0 1 1 Employment / Workers' Compensation 10 10 0 Environmental / Certification 1 1 0 Ethics / 0 1 1 Labor / CBA Interpretation 1 1 0 Legal Research / Legal Opinion 1 1 0 Personal Injury / 1 1 0 Personal Injury / Slip and Fall 2 2 0

CaseTrack 06/09/2015 Page: 1 p nd I l sd ITtlPending Opened In Closed InTotal Matter Sub-Type Matters Range Range Property Damage / Bridges 1 1 0 RFP/Bid / Construction 1 1 0 RFP/Bid / Service 1 1 0 Right to Know / 1 1 0 Subpoena / Documents 1 1 0 28 Items 56 64 8

CaseTrack 06/09/2015 Page: 2 CFO REPORT DRPA DASHBOARD YEAR TO DATE SUMMARY SHEET CURRENT MONTH REPORTING MONTH: MARCH 2015 YEAR TO DATE AVERAGE TARGET DRPA Bridge Traffic % of Budget Target Variance Current Month 101.98% 100%-105% ON TARGET 101.98% Year to Date Average 102.61% 100%-105% ON TARGET 102.61%

50% 60% 70% 80% 90% 100% 110% DRPA Bridge Revenue % of Budget Target Variance Current Month 104.49% 100%-110% ON TARGET 104.49% Year to Date Average 104.68% 100%-110% ON TARGET 104.68%

50% 60% 70% 80% 90% 100% 110% DRPA Operating Budget % of Budget Target Variance Current Month 84.47% 95%-100% -10.53% 84.47% Year to Date Average 80.59% 95%-100% -14.41% 80.59%

50% 60% 70% 80% 90% 100% 110% DRPA Capital Budget % of Budget Target Variance Current Month 35.58% 95%-100% -59.42% 35.58% Year to Date Average 33.64% 95%-100% -61.36% 33.64%

0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% PATCO Ridership % of Budget Target Variance Current Month 97.57% 96.5%-105% ON TARGET 97.57% Year to Date Average 95.23% 96.5%-105% -1.27% 95.23%

50% 60% 70% 80% 90% 100% 110% PATCO Revenue % of Budget Target Variance Current Month 100.65% 100%-110% ON TARGET 100.65% Year to Date Average 96.35% 100%-110% -3.65% 96.35%

50% 60% 70% 80% 90% 100% 110% PATCO Operating Budget % of Budget Target Variance Current Month 90.38% 95%-105% -4.62% 90.38% Year to Date Average 87.25% 95%-105% -7.75% 87.25%

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

Actual vs. Budget % of Budget Target Variance 111.36% Current Month 111.36% 100%-110% 1.36% 110.42% Year to Date Average 110.42% 100%-110% 0.42%

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

PATCO On Time Performance % On Time Target Variance Current Month 97.81% 98%-100% -0.19% 97.81% Year to Date Average 97.25% 98%-100% -0.75% 97.25%

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

CONSULTATIVE AND DELIBERATIVE WORKPAPERS

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

DRPA TRAFFIC / PATCO RIDERSHIP AND REVENUE

YEAR-TO-YEAR COMPARISON 2014 vs. 2015 YTD thru 3/31/15 2014 Actual 2015 Actual Year-to-Year Change % Change DRPA Traffic 10,483,649 10,812,455 328,806 3.14% DRPA Toll Revenues $ 65,206,857 $ 67,892,836 $ 2,685,979 4.12%

Average Toll $ 6.2199 $ 6.2791 $ 0.0593 0.95% Note: Snow impacted January and February 2014 2014 vs. 2015 YTD thru 4/30/15 2014 Actual 2015 Actual Year-to-Year Change % Change PATCO Ridership 3,309,407 3,293,072 (16,335) -0.49% PATCO Net Passenger Revenues $ 8,076,743 $ 8,090,609 $ 13,866 0.17%

Average Fare $ 2.4405 $ 2.4569 $ 0.016 0.67%

BUDGET VS. ACTUAL 2015 YTD thru 3/31/15 2015 Budget (3 mo) 2015 YTD Actual (3 mo) (Under) / Over Budget % (Under) / Over Budget DRPA Traffic 10,537,669 10,812,455 274,786 2.61% DRPA Toll Revenues $ 64,858,423 $ 67,892,836 $ 3,034,412 4.68% Note: Snow impacted January and February 2014 2015 YTD thru 4/30/15 2015 Budget (4 mo) 2015 YTD Actual (4 mo) (Under) / Over Budget % (Under) / Over Budget PATCO Ridership 3,443,118 3,293,072 (150,046) -4.36% PATCO Net Passenger Revenues $ 8,076,743 $ 8,090,609 $ 13,866 0.17%

OPERATING EXPENSES - YTD March 31, 2015

BUDGET VS. ACTUAL 2015 YTD thru 4/30/15 2015 YTD Budget 2015 YTD Actual (Under) / Over Budget % (Under) / Over Budget DRPA Budget $ 29,676,105 $ 24,923,025 $ (4,753,080) -16.02% PATCO Budget $ 19,405,776 $ 17,734,623 $ (1,671,153) -8.61% Total $ 49,081,881 $ 42,657,648 $ (6,424,233) -13.09%

2015 YTD thru 4/30/15 2015 YTD Budget 2015 YTD Actual Under / (Over) Budget % Under / (Over) Budget PATCO Subsidy $ (8,592,567) $ (7,195,707) $ 1,396,860 16.26%

TOTAL CAPITAL EXPENDITURES 2014 vs. 2015 YTD (in millions) May YTD Funding Source 05/31/2014 Actual 05/31/2015 Actual Year-to-Year Change % Change Project Fund Drawdowns $ 37.3 $ 27.3 $ (10.0) 0% Economic Development $ - 0% General Fund $ - $ - 0% Total Capital Expenditures - Major Projects $ 37.3 $ 27.3 $ (10.0) -26.9%

Increase in expenditures since last month $ 10.0 million

(CAPITAL) PROJECT FUND BALANCE Estimated Balance as of 5/31/15 212.5$ million

Decrease in project fund balances since last month $ 10.0 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). $136.5 million in proceeds used to fund December 2013's through May's 2015's capital expenditures.

ESTIMATED GENERAL FUND BALANACE Estimated Balance as of 5/31/15 $ 477.5 million

Est. Change from previous month 9.1$ million - increase since 4/30/2015 *includes receipt of $4.3 million repayment of Victor Loans loan CONSULTATIVE AND DELIBERATIVE WORKPAPERS

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

DRPA TRAFFIC / PATCO RIDERSHIP AND REVENUE TOTAL DRPA BOND DEBT (in thousands of dollars) 1/1/2016 Outstanding Bond Issues 05/31/15 05/31/14 Maturities 2008 Rev. Refunding Bonds $ 270,180 $ 287,800 $ (18,575) 2010 Rev. Refunding Bonds 316,955 337,255 (21,460) 2010 Revenue Bonds 308,375 308,375 0 2013 Revenue Bonds 476,585 476,585 0 Total Senior (Revenue) Bonds $ 1,372,095 $ 1,410,015 $ (40,035)

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

TOTAL BOND DEBT BY TYPE As of 5/31/15 (in thousands of dollars) Bond Ratings Principal Outstanding % of Total (Moody's/S&P) Fixed Rate Bonds 950,410 $ 950,410 61.8% see below Variable Rate Bonds 587,135 38.2% see below Total Debt $ 1,537,545 100.0%

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

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

KEY 2013/2014/2015 FINANCE PLAN ACTIONS

1. LOC restructuring for 2010 Revenue Refunding Bonds closed on March 21, 2013. Three new LOC providers. LOCs fees range from 0.45% to 0.70%. 2. 2008 Revenue Bond LOCs extensions were completed on June 28. Retaining TD Bank and Bank of America with fees at 0.655% to 0.70%, respectively. 3. New Bond issue - Ratings agency (Moody's & S&P) and investor presentations completed in November. S&P Ratings increased from A- to A. 4. S&P affirms ratings December 2014. 5. Barclays agreed to extend the LOC to March 20, 2018, at a reduced facility rate of 7.5 basis points - expected $ 95k reduction in annual fees. 6. Swap Novation - Documents related to swap novation have been signed with TD Bank, Wells Fargo. Transaction expected to be completed by end of June. Total Swap Valuation -4/30/2015 (in millions) Original Notional Current Notional Amount Amount Active Swaps* MTM Value Change from 4/30/15 Est. Change from 12/31/14 $811 $587 ($153.9) $3.0 $5.3

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

3 BOARD MEETING

5 Arch Street Friends Meeting House 6 320 Arch Street Philadelphia, PA 7 Wednesday, May 20, 2015 8

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

1 PRESENT

2 Pennsylvania Commissioners

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

9 New Jersey Commissioners

10 Jeffrey Nash, Vice Chairman Charles Fentress 11 Albert Frattali E. Frank DiAntonio 12 Richard Sweeney (via telephone) Tamarisk Jones (via telephone) 13

14 DRPA/PATCO Staff

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

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

1 DRPA/PATCO Staff (continued)

12 Others Present John Dougherty, Business Manager, IBEW Local 98 13 Amy Herbold, Esq., New Jersey Governor's Authorities Unit 14 Obra Kernodle, Deputy Chief of Staff, Pennsylvania Governor's Office 15 David Dix, Assistant to Chairman Boyer Victoria Madden, Chief Counsel for Auditor General 16 Eugene DePasquale (via telephone) David Rapauno, Esq., Duane Morris LLP 17 (Pennsylvania Counsel) Stephanie Kosta, Esq., Duane Morris LLP 18 (Pennsylvania Counsel) Steve Benigno, Citizens Advisory Committee 19 Jeff Kessler, Citizens Advisory Committee Jonathan Latko, Citizens Advisory Committee 20 Omar Sabir Brian Stevenson, Business Agent, IBEW Local 98 21 Frank Keel, Spokesperson, IBEW Local 98 Weni Ford 22 Malik Benin

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

1 INDEX

2 Page

3 Roll Call 8

4 Report of the CEO - April 2015 9

5 Report of the CFO 27

6 Approval of April 15, 2015 Board Meeting Minutes 34

7 Monthly List of Payments Covering Month of April 35 2015; Monthly List of Purchase Orders and Contracts 8 of April 2015

9 Approval of Operations & Maintenance Committee 36 Meeting Minutes of May 6, 2015 10 Adopt Resolutions Approved by Operations & 11 Maintenance Committee on May 6, 2015

12 DRPA-15-049 Contract No. PATCO-28-2007 36 Rehabilitation of Track 13 Structure on the Westmont Viaduct 14 DRPA-15-050 Construction Monitoring 37 15 Services for Contract No. PATCO-28-2007, Rehabilitation 16 of Track Structure on the Westmont Viaduct 17 DRPA-15-051 Contract No. BF-37-2013, 37 18 Ben Franklin Bridge 5th Street Philadelphia Tunnel 19 Rehabilitation Project

20 DRPA-15-052 Contract No. CB-29-2014, 38 Commodore Barry Bridge 21 Administration Building Switchgear Replacement 22

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

1 INDEX

2 (continued)

3 Page

4 DRPA-15-053 Construction Monitoring 38 5 Services for Betsy Ross Bridge & I-95 Interchange Improvements 6 Project

7 DRPA-15-054 Capital Project Contract 39 Modifications 8 DRPA-15-055 Easement to Atlantic City 39 9 Electric Company for the Installation of a Service Pole 10 DRPA-15-056 Purchase of 10 Dynamic Message 40 11 Signs for Toll Lanes at the Ben Franklin, Walt Whitman and 12 Commodore Barry Bridges

13 DRPA-15-057 DRPA Bridge Facility Elevator 40 Maintenance and Service 14 Contract

15 DRPA-15-058 LEAP Academy University 41 Charter School In-Kind Bus 16 Parking at the Ben Franklin Bridge Facility 17 DRPA-15-059 DRPA Application for Grant 41 18 Funding through FY-2015 U.S. Department of Transportation 19 TIGER VII Discretionary Grant Program for the Reopening of 20 Franklin Square Station on the PATCO Transit Line 21 Approval of Finance Committee Meeting Minutes 22 of May 6,2015 42

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

1 INDEX

2 (continued)

3 Page

4 Adopt Resolutions Approved by Finance Committee on May 6, 2015 5 DRPA-15-060 Audiolog Recorder Upgrades 42 6

7 DRPA-15-061 Modification of Current 43 Temporary Workers Contracts 8 DRPA-15-062 Broker/Consultant for 43 9 Traditional Property & Casualty Insurance, including 10 Pollution Legal Liability

11 DRPA-15-063 Renewal of DRPA Bridge 43 Property Damage and Loss 12 Revenue Insurance

13 DRPA-15-064 Addendum to Extend the TSIB 44 Broker/Consultant Agreement 14 for the Owner-Controlled Insurance Program 15 Approval of Audit Committee Meeting Minutes 16 of May 6,2015 44

17 Adopt Resolution Approved by Audit Committee on May 6, 2015 18 DRPA-15-065 Approval of Citizens Advisory 45 19 Committee Membership Nomination 20 Approval of Labor Committee Meeting Minutes of 21 May 13, 2015 45

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

1 INDEX

2 (continued)

3 Page

4 Adopt Resolution Approved by Labor Committee on May 13, 2015 5 DRPA-15-066 Authorizing the Creation of 45 6 a Diversity and Inclusion Subcommittee of the Labor 7 Committee

8 Unfinished Business 47

9 New Business

10 DRPA-15-067 Consideration of Pending DRPA 54 Contracts (Between $25,000 11 and $100,000)

12 DRPA-15-068 Ben Franklin Bridge New Jersey 55 Approach Parapet Rehabilitation 13 Citizens Advisory Committee Report 55 14 Public Comment 63 15 Adjournment 63 16

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

1 PROCEEDINGS

2 (6:07 p.m.)

3 CHAIRMAN BOYER: If all the Commissioners can

4 take their seats? I will take this time to have a

5 moment of silence and the pledge to the American Flag.

6 (Pledge of Allegiance)

7 CHAIRMAN BOYER: Good evening to everyone. I

8 would like to call to order the Board meeting of the

9 Delaware River Port Authority and ask the Acting

10 Corporate Secretary to call roll.

11 MS. MAYOCK: Chairman Boyer?

12 CHAIRMAN BOYER: Present.

13 MS. MAYOCK: Vice Chairman Nash?

14 VICE CHAIRMAN NASH: Here.

15 MS. MAYOCK: General DePasquale?

16 COMMISSIONER DePASQUALE: Here.

17 MS. MAYOCK: Commissioner Fiol-Silva?

18 COMMISSIONER FIOL-SILVA: Present.

19 MS. MAYOCK: Commissioner Haider?

20 COMMISSIONER HAIDER: Here.

21 MS. MAYOCK: Commissioner Hepkins?

22 COMMISSIONER HEPKINS: Here.

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

1 MS. MAYOCK: Commissioner Lisko?

2 John Lisko, are you on the phone?

3 COMMISSIONER LISKO: Yes, sorry, on the phone.

4 MS. MAYOCK: No, that's okay.

5 Commissioner Moskowitz?

6 COMMISSIONER MOSKOWITZ: Here.

7 MS. MAYOCK: Commissioner White?

8 COMMISSIONER WHITE: Here.

9 MS. MAYOCK: Commissioner Dougherty?

10 UNIDENTIFIED SPEAKER: He's here.

11 MS. MAYOCK: Commissioner DiAntonio?

12 COMMISSIONER DiANTONIO: Here.

13 MS. MAYOCK: Commissioner Frattali?

14 COMMISSIONER FRATTALI: Here.

15 MS. MAYOCK: Commissioner Fentress?

16 COMMISSIONER FENTRESS: Here.

17 MS. MAYOCK: Commissioner Jones?

18 COMMISSIONER JONES: Here.

19 MS. MAYOCK: Commissioner Sweeney?

20 COMMISSIONER SWEENEY: Here.

21 MS. MAYOCK: You have a quorum, sir.

22 CHAIRMAN BOYER: Thank you. We'll have the

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

1 report of the Chief Executive Officer.

2 John Hanson, do you have any comments on your

3 report?

4 MR. HANSON: I do, Chairman. In keeping with

5 our practice, I'd like to highlight some of the

6 excellent stewards of the Authority. And the

7 following are recent examples of exemplary stewardship

8 demonstrated by our DRPA/PATCO employees. I am

9 extremely proud of their efforts and I'd like to ask

10 them to stand when their name is called.

11 The first example that I want to give you

12 really involves a dramatic event at the Ben Franklin

13 Bridge. A Ben Franklin Bridge pedestrian -- I'm going

14 to let the pedestrian tell the story in her own words.

15 The Ben Franklin Bridge pedestrian praised Patrol

16 Officer Eric Ford of the Public Safety Department.

17 And she said: "I live in Philadelphia and work

18 in Camden, and commute by walking over the Ben

19 Franklin Bridge. This morning, two other pedestrians

20 and I encountered a young man standing on the ledge of

21 the bridge contemplating jumping in an extremely

22 precarious location. We talked with him for a bit and

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

1 I snuck away to call the police. Officer Ford arrived

2 quickly and he was brilliant. While we pedestrians

3 had no idea what to say, Officer Ford immediately

4 jumped in and asked the perfect questions, and

5 eventually talked the young man off the ledge.

6 I was really affirmed and impressed by the

7 work of your officers and particularly Eric Ford.

8 Clearly, he was very well trained to encounter this

9 situation and he was 100 percent focused on this man's

10 safety. He was calm, had great eye contact, and

11 accomplished something the rest of us could not. I

12 thought it was exemplary work.

13 At a time when there are increased challenges

14 between communities and the police, I wanted to be

15 sure to write to DRPA and express my appreciation for

16 the work he did this morning. Your officers saved a

17 man's life."

18 Officer Ford is here with his family and I'd

19 like to ask you to give him the opportunity to have

20 him and his family's picture taken with the Chairman,

21 Vice Chairman, and Chief of Police.

22 MR. HANSON: Also, a PATCO rider praised

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

1 Officer Kenya Joyner. He wrote: "I left my iPad at

2 the Westmont train station. I exited the train at

3 Collingswood so I could take the train back to

4 Westmont. I asked the employee if there was anyone at

5 Westmont who could secure my iPad. Officer Kenya

6 Joyner was present and without hesitation jumped in

7 his car and went to the Westmont Station. Upon my

8 arrival, Officer Joyner greeted me with a smile and my

9 iPad.

10 Please pass along my sincere appreciation to

11 Officer Joyner and his superiors at the DRAP for his

12 quick response. I really didn't expect him to go

13 above and beyond the call of duty for my stupidity.

14 Clearly, not only does Officer Joyner protect and

15 serve, but also provides excellent customer service."

16 A PATCO customer wrote to praise

17 Administrative Coordinator Karen Dougherty. He wrote:

18 "PATCO needs to know what a gem it has in Karen

19 Dougherty. I sent in a routine lost and found query

20 about an umbrella, and she got back to me very

21 promptly. It was such a wonderful and enthusiastic

22 response that it totally made my day. I don't even

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

1 care if I get my umbrella back. Three cheers for

2 Karen."

3 A PATCO customer wrote and praised Train

4 Operator Ed Fletcher and a trainee he was working

5 with, Ciara Pinkston. "I felt compelled to bring to

6 your attention more excellence in service for Operator

7 Number 429, Ed Fletcher, and Student Number 82, Ciara

8 Pinkston. On Tuesday, 4/21/2015, there was a problem

9 with the train around Haddonfield. We soon pulled out

10 and stopped at 200 yards short of the Lindenwold

11 Station.

12 As I was sitting so close to the operators, I

13 could hear him coaching her. He was fabulous with

14 her. He was very alert to tell her to make the

15 announcements as they were radioed to the command

16 center so as to keep us posted on the situation. He

17 also walked through the crowd, apologizing for the

18 inconvenience, which made a huge difference when I saw

19 their smiles. Please commend both Number 429 and

20 Student Number 82 because she handled the stress of

21 the delay really well. She was as cool as a

22 cucumber."

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

1 On April 21st, Train Operator Joe Moscariello

2 responded quickly with concern for his passengers when

3 a traction motor failed. Joe acted efficiently,

4 inspecting, communicating, and coordinating with other

5 employees, and evacuating passengers from the car, and

6 delivering them to the car that took them to their

7 destinations. A police officer customer said, and

8 PATCO agrees, that Joe handled the incident awesomely.

9 Custodian Robert Davis happened to be

10 traveling on the car to his assignment. He

11 proactively maintained order by showing customers the

12 way and reassuring customers, and assisted the train

13 operator with the evacuation of the car. He applied

14 the handbrake, enabling the operator to communicate

15 with the center tower.

16 Once again, the Authority was recognized for

17 our efforts related to environmental regulatory

18 compliance and stewardship, this time at One Port

19 Center. New Jersey DEP acknowledged our work of

20 "voluntary proactive measures taken to go beyond

21 compliance in an effort to ensure a sustainable

22 future." This acknowledgement was a result of an

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

1 annual water quality program inspection. The

2 inspector, Ilene Cole, was very impressed with our

3 energy conservation, single-stream recycling, waste

4 stream and carbon footprint reduction policy. Most of

5 the categories we participate in were a result of the

6 biggest loser, energy reduction edition, and our

7 central safety and health committees.

8 The DRPA is one of the few highway agencies

9 with a permit who were acknowledged for their

10 environmental stewardship. This is the second time

11 the Authority has been recognized in the last two

12 years. This is quite an accomplishment and I commend

13 Chief Engineer Venuto and Mark Green, who worked with

14 him on this project.

15 Under CEO emergency powers, emergency repairs

16 to the New Jersey approach to the Ben Franklin Bridge

17 in the amount of $869,790 were approved. Sections of

18 the coping stone on the north side of the Ben Franklin

19 Bridge unexpectedly fell near the maintenance yard.

20 The coping stones sit atop the granite wall of the Ben

21 Franklin Bridge approach, in the roadway, in Camden.

22 During an investigation, it was discovered

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

1 that the underlying reinforced concrete has sustained

2 a significant amount of deterioration over time. The

3 integrity of the bridge parapet has been compromised

4 and Bridge Operations has taken the adjacent westbound

5 lane out of service for approximately 500 feet as a

6 buffer. So that is my emergency powers report.

7 I'd like to ask Director of IS, Kevin LaMarca,

8 to provide an update on the ERP.

9 MR. LaMARCA: Thank you, John. Good evening,

10 Commissioners.

11 In your packet, you will find an update to the

12 ERP project, so I just want to highlight a couple of

13 important items that have happened over the past month

14 or so.

15 The first phase of IT-2 testing took place the

16 last week of April and the first week of May, and went

17 very well. This was the first time that DRPA staff

18 had an opportunity to get into the system and perform

19 functionality scripts. The second phase of IT-2

20 testing starts next week and continues for two weeks.

21 That testing will encompass some of the same scripts,

22 but will also include some new scripts. The

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

1 expectation is that most of each department's

2 functionality will get some level of testing.

3 As I previously mentioned, a big and very

4 important part of the project is communication and

5 training. We are continuing our ERP briefings with

6 all staff. To date, we have held meetings with about

7 600 employees. We have also held meetings with senior

8 staff to discuss some high impact process changes, and

9 I've asked senior staff to communicate those changes

10 to their own staff.

11 Finally, during May, we have begun development

12 of the training plan. The plan will encompass

13 training for all employees and be completed via

14 various modes including computer-based, video, and

15 instructor-led. Thank you.

16 MR. HANSON: Thanks, Kevin.

17 As I think all of you are aware by now, PATCO

18 and DRPA have taken conditional acceptance of the six

19 new prototype train cars. There will be a press event

20 on Thursday, May 28th, to introduce the new cars, and

21 put them into revenue service. We look forward to

22 seeing you there at 10 a.m.

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

1 These cars, as everyone knows, are late. They

2 are beyond the schedule. And, at times, perhaps I'm a

3 little sensitive, but it seemed that there has been a

4 suggestion that this was the fault of DRPA and PATCO.

5 I just want to let everyone know the reason that the

6 cars are late is that DRPA and PATCO have refused

7 steadfastly to relax our standards, to lower our

8 standards, and insisted on having the cars right

9 before we take acceptance of them. We are finally

10 satisfied that these cars are right and we have taken

11 acceptance. I'd like to ask Mike Venuto for an update

12 on that car program.

13 MR. VENUTO: Yes, sir. Good evening.

14 As CEO Hanson said, we are happy to report

15 that we have accepted the first three married pairs of

16 the refurbished cars, which are the first six cars.

17 We accepted them on May 8th. This past Sunday, we ran

18 a final test simulating revenue service with

19 DRPA/PATCO staff as our passengers.

20 We are working at this time on accepting

21 Married Pair Number 4. We also have received Married

22 Pair Number 5 delivered to our Lindenwold yard and

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

1 that has begun to go through their acceptance testing.

2 Following the press event that CEO Hanson has

3 talked about, the first three married pair will be put

4 into revenue service during the non-rush hour periods.

5 MR. HANSON: So, Mike, you said we have 5

6 married pairs, so that means 10 cars now all together?

7 MR. VENUTO: Yes, sir. We have 10 cars in

8 Lindenwold and we have 2 more married pair ready to be

9 shipped from Hornell.

10 MR. HANSON: Mr. Rink, do you have anything to

11 add to that?

12 MR. RINK: Yes. As Mike said, this past

13 Sunday was a good milestone for us using our employees

14 as, if you want to call it, the final guinea pigs, as

15 we ran the cars in simulated revenue service and the

16 overwhelming comments from our employees was that our

17 customers will love the cars as much as they do. They

18 gave us valuable feedback to make sure that the cars

19 are ready to be put into revenue service next Thursday

20 after our event.

21 As Mike mentioned, the sixth married pair is

22 scheduled to come here next week and then the seventh

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

1 two weeks after that, so we're excited at this period

2 as we start to ramp up into production mode.

3 MR. HANSON: Thank you.

4 Mike, can you give us an update on the Ben

5 Franklin Bridge track rehab project?

6 MR. VENUTO: Yes, sir. Our work on the south

7 track is scheduled to be complete by the end of June.

8 Current work is being completed with the extended

9 weekend outages. After some internal evaluation and

10 discussions with the Operations & Maintenance

11 Committee, we have elected to provide a single track

12 outage for the north side track during the summer

13 months. The north side single tracking was well

14 managed last summer and this will expedite the

15 construction contract completion.

16 The contractor is expected to work two shifts

17 and six days a week during this outage. So we expect

18 that this contract will improve the construction

19 schedule from our current construction completion date

20 in spring of 2016 and will pull that back until the

21 end of 2015. We'll finish the project by the end of

22 the calendar year by having this outage.

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

1 MR. HANSON: Thanks, Mike.

2 John, do you have anything to add?

3 MR. RINK: It is for our customers' benefit;

4 in moving the fast track to schedule, we'll be able to

5 end these extended weekend outages that we're

6 currently in. As Mike mentioned, they would have

7 lasted until April of next year. With pulling this

8 accelerated schedule in, the outages will end this

9 year and we can return to normal service starting the

10 beginning of 2016. So we feel it's a big win for our

11 customers.

12 MR. HANSON: Thank you.

13 Chairman Boyer,that concludes my verbal

14 remarks. My written report stands as submitted.

15 CHAIRMAN BOYER: I want to make some comments

16 on your report. I would like to thank you and your

17 staff for taking a very proactive approach towards

18 safety and not taking any cars that aren't up to the

19 quality or standard that we've become accustomed to.

20 As we saw this week, safety on railways is very

21 important. It can have catastrophic effects when not

22 adhered to.

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

1 We took a tour of the facilities and it seems

2 like everything was thought about and was thoroughly

3 considered, and the safety that we have here is top

4 notch. I'd like to thank you and your staff for

5 taking a very proactive approach towards the safety of

6 our customers.

7 MR. HANSON: Thank you, Chairman.

8 CHAIRMAN BOYER: Anyone else have any

9 comments?

10 Commissioner Dougherty?

11 COMMISSIONER DOUGHERTY: Yes, thank you,

12 Chairman. I'm just wondering, I don't know if you

13 want to do it now or if you want to do it later, but

14 since you mentioned the Amtrak tragedy, what's the

15 makeup of the cars as it pertains to employees inside

16 the cars as they come across PATCO? How many people,

17 how many engineers are in front -- how many crew

18 throughout the run?

19 MR. HANSON: I'm going to let Mr. Rink answer

20 that question. But the one thing that I do want -- I

21 appreciate the opportunity to comment on this. One of

22 the things that they talk about in the Amtrak tragedy

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

1 is the lack of positive train control. And the PATCO

2 system has that and has had that since inception.

3 Assistant General Manager Cornelius, when he

4 talks about it, really comments on the fact that the

5 designers of this system were visionary in that

6 respect; our operators cannot go any faster than the

7 speed that the section of track -- the track block --

8 will not allow them to go. They can't exceed the

9 maximum speed. The automatic train control that we

10 have prevents that. It also prevents our trains from

11 bumping into each other. It's not possible. It has

12 never happened in the history of the PATCO line.

13 Mr. Rink, if you want to address the number of

14 employees in the cars?

15 MR. RINK: Commissioner Dougherty, we have one

16 operator that operates the train. From time-to-time,

17 we do have additional employees on the train that

18 travel to work sites. As John mentioned earlier in

19 his stewardship comments, we had a custodian on the

20 train who assisted the train operator when we had an

21 incident, and he was properly trained and was able to

22 assist. So all of our employees go through that type

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

1 of training to assist if any situation arises as

2 they're riding a train car.

3 COMMISSIONER DOUGHERTY: What are the checks

4 and balances -- I apologize for my back -- but what

5 are the checks and balances? For example, if you had

6 the engineer, how do we know he's awake? Is there a

7 key code or something he punches in and how regular is

8 that response?

9 MR. HANSON: John, how do you know the

10 engineer, the operator, is awake on the train?

11 CHAIRMAN BOYER: That he's awake or he doesn't

12 have a medical emergency?

13 MR. RINK: The employee goes through a check.

14 He reports to his supervisor when he reports for duty

15 and they do a fitness-for-duty evaluation. So they

16 report to a supervisor before they even go out on

17 site, and they go through their rules, checks, and

18 everything of that nature. So that's done. They see

19 a supervisor before they go on duty.

20 MR. HANSON: He's in regular contact with the

21 dispatcher though?

22 MR. RINK: Correct. We have a center tower

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

1 where our dispatchers are and they have 24/7

2 communication with the train. If something does

3 arise, the dispatchers can remove power from the third

4 rail to stop the train.

5 MR. HANSON: But there is an elaborate

6 signaling system in the tracks, and each track block

7 has its own signals, which control the speed. So it

8 would be impossible, even if something were to happen

9 to an operator, for them to throw the throttle and

10 just go out of control. They can't do that.

11 In addition, the dispatchers are regularly in

12 radio contact with the operators to talk to them about

13 things that are going on in the stations and on the

14 track. So there's regular interaction; but even if

15 something like that were to happen, the train may come

16 to a stop. There is a board in center tower that

17 looks a lot like what you might imagine in air traffic

18 control. The other Pennsylvania commissioners had the

19 opportunity to see it, where the dispatchers are

20 monitoring.

21 And our dispatchers are not just radio people.

22 They are trained supervisors of the track, so they're

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

1 constantly monitoring the progression of the trains

2 and in regular radio contact with the operators as

3 well.

4 COMMISSIONER DOUGHERTY: As you know, I've

5 been around here a while. And it almost takes a

6 tragedy for the mind to start heading in that

7 direction, which is terrible. But I was just

8 wondering if for some reason, if someone took ill, or

9 had a heart attack, or something, how do you know? I

10 know there is some concern that there weren't enough

11 people on the Amtrak train. One of the things Amtrak

12 is discussing is adding another engineer, if not

13 alongside, at least on each ride. So I’m just double

14 checking to make sure that we're discussing all the

15 possibilities.

16 MR. HANSON: Commissioner, as John mentioned,

17 we have ATO, “automatic train operation”, and ATC,

18 which is “automatic train control”. As John

19 mentioned, if something like that happened and the

20 train started to exceed the signal and the speed code,

21 the train would automatically have an emergency brake

22 application done.

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

1 So, if something happened to an operator and

2 he came upon a speed code change or did something of

3 that nature, the brakes would automatically be applied

4 to the train.

5 COMMISSIONER DOUGHERTY: Thank you.

6 CHAIRMAN BOYER: Any further questions for the

7 CEO?

8 With no further questions, I'll ask for a

9 motion to accept his report.

10 COMMISSIONER FENTRESS: Move the motion.

11 CHAIRMAN BOYER: Second it?

12 COMMISSIONER WHITE: Second.

13 CHAIRMAN BOYER: All in favor?

14 ALL: Aye.

15 CHAIRMAN BOYER: All opposed?

16 Ayes have it.

17 Now, we're going to have the report of the

18 Chief Financial Officer, Jim White.

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

20 Chair, and Commissioners, and to the public as well,

21 and staff.

22 There are two items I want to just update you

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

1 on prior to going to some of the schedules that are

2 included in your Board packet.

3 Number one is the resolution the Board passed

4 several months ago related to the loan guarantee to

5 the USS Battleship. It is my understanding that at

6 this point, the Home Port Alliance, after looking at

7 several bank situations, is in the process of

8 negotiating with one bank. And so, at some point we

9 will be working with them in terms of constructing the

10 loan guarantee. In fact, General Counsel Mayock, who

11 is right next to me here, we've provided her with some

12 information and at some point we will engage with HPA

13 and whatever bank once they conclude the loan

14 guarantee -- the loan arrangement with that particular

15 bank.

16 The second item I wanted to update you on was

17 our goal to replace UBS as our swap counterparty.

18 That resolution was passed many months ago. We are

19 now on the final phase of getting ready to do a bid

20 situation related to two banks that have been

21 qualified for this bid transaction. According to our

22 bond indentures, we have to provide notice to the

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

1 rating agencies. We're still waiting for some

2 notification from them. And then, after that is

3 concluded, we can then proceed with the replacement

4 strategy or the transaction to replace UBS. So, I

5 wanted to update you on those two particular recent

6 Board resolutions.

7 If you'll turn into your packet, you'll find

8 that we have essentially three documents that provide

9 information related to the financial situation or

10 health of the Authority.

11 I have introduced a new summary page along

12 with the help of Adam Carmasine, who is in our

13 Purchasing Department but does some ad hoc reports for

14 various departments. And one of the things I wanted

15 to get across with this summary page is to give you a

16 better view of where we stood year-to-date.

17 So, I'm looking at a schedule that says "DRPA

18 Dashboard, Year-to-Date Summary Sheet," reporting the

19 month February 2015. Very, very briefly, we are doing

20 -- as we have mentioned in several meetings, both

21 Board and Finance Committees -- we're doing extremely

22 well related to bridge traffic. And also related to

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

1 bridge revenue, you'll see where we stand in terms of

2 percentage of budget. In both of these categories, we

3 are above budget.

4 On the operating side, we are below budget.

5 That's expected in the early part of the year, again.

6 But on the DRPA operating budget, we are year-to-date

7 through February; as per the Dashboard, we're at

8 78.65 percent of target. But, again, those numbers

9 will move up as they typically do throughout the year.

10 Again, one of the things that's a drag both on

11 the actuals in the DRPA and also PATCO is that we are

12 still significantly under budget as it relates to the

13 payroll side. We do have a number of unfilled

14 positions that are at least part of the reason for us

15 being under budget related to payroll.

16 On the capital budget, at least through

17 February, as shown on this summary, we are still below

18 budget relatively significantly. But, again, that

19 will change as we move forward through the year.

20 PATCO ridership and revenues are below budget.

21 Part of that is, we believe, related to lower gas

22 prices, which more recently are starting to move up.

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

1 And also there is some impact related to the track

2 rehab project that is ongoing and we'll probably see

3 the impact of that at least through June.

4 On the operating budget, PATCO is around

5 86 percent of budget in terms of the actuals. So,

6 again, payroll is a big factor as it relates to that,

7 and other areas as well. Operating ratio, we're

8 better than planned. And the final thing shown on

9 this summary sheet is the PATCO on-time performance,

10 which improved in February. I think -- John Rink, I

11 think your numbers, which are more current than this

12 Dashboard, might be helpful to hear.

13 MR. RINK: Thank you, Jim. As listed in my

14 General Manager's report for the month of April 2015,

15 our on-time performance exceeded our goal of 98

16 percent. It was 98.03 percent. So far, each month

17 this year we have improved and our on-time

18 performance. So far in 2015 it is 97.44 percent.

19 Again, we continue to make strides in that and we've

20 exceeded our on-time performance in the month of

21 April.

22 The question had come up at the last Board

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

1 meeting -- and in my General Manager report, I have

2 listed it -- about how we calculate our on-time

3 performance and what goes into that, I have also

4 listed how our on-time -- how we classify our late

5 trains, similar to SEPTA New Jersey Transit and APTA.

6 So if anyone has any questions about that, you can

7 look in my General Manager's report. I have detailed

8 that out and I'll be happy to answer any questions in

9 regards to that.

10 MR. WHITE: Thank you, John.

11 The second section in the CFO section is the

12 DRPA Dashboard. Again, I introduced the summary sheet

13 to give you a snapshot of what's happening currently

14 and year-to-date. The Dashboard as presently

15 constructed has limited functionality and as we

16 eventually go live with the ERP, we'll have a lot more

17 flexibility in terms of what we can do with the

18 Dashboards.

19 This data basically shows you the trends over

20 a 12-month moving average, so it's pretty interesting

21 to look at this section. I won't go into the data in

22 any detail, but this shows you the trends over the

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

1 past 12 months. Interesting, if you just look at the

2 first page here on “DRPA traffic” and “DRPA revenue”,

3 again, we are -- the actuals are better than budget.

4 Again, that's over a 12-month moving average; so,

5 again, the Dashboards are the 12-month moving average.

6 Nothing more that I really wanted to highlight there.

7 Finally, a report that we provide to the

8 Finance Committee is entitled "DRPA/PATCO Unaudited

9 Financial Summary". We provided that as of May the

10 1st. Again, very decent numbers related to DRPA and

11 PATCO. Again, PATCO ridership through the first three

12 months is still lagging the budget, which again we

13 hope to see improve over the years. But those are the

14 significant items I wanted to bring to your attention

15 tonight. Thank you.

16 CHAIRMAN BOYER: Any questions or comments?

17 Questions or comments?

18 There being no questions or comments, I'll

19 take a motion to accept the financial report.

20 COMMISSIONER FENTRESS: Move the motion.

21 COMMISSIONER DiANTONIO: Second.

22 CHAIRMAN BOYER: All in favor?

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

1 ALL: Aye.

2 CHAIRMAN BOYER: All opposed?

3 John Hanson has some things that he forgot

4 under his report.

5 MR. HANSON: Commissioners, I just wanted to

6 point out this handout that we left you today; this is

7 part of our continuing work. We've worked with the

8 new mission and vision statements. We've now added

9 the shared values, as well as behaviors to the model

10 weight section. So this is representative, again, of

11 our continuing effort to re-energize and positively

12 impact the culture.

13 This was the work of our Acting Director of

14 Strategic Initiatives, Christina Maroney, and Mike

15 Williams, who are both here with us tonight. So I

16 just wanted to make sure that you saw it, knew what it

17 was, and know that we're still working on the issues

18 of improving our culture.

19 CHAIRMAN BOYER: I want to ask for approval of

20 the April 15, 2015 DRPA Board minute meetings -- Board

21 meeting minutes. The minutes for April the 15th were

22 previously provided to all Commissioners.

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

1 Are there any corrections?

2 (No response.)

3 CHAIRMAN BOYER: With no necessary

4 corrections, I will accept a motion to approve the

5 minutes.

6 COMMISSIONER HAIDER: So moved.

7 CHAIRMAN BOYER: Second?

8 COMMISSIONER DiANTONIO: Second.

9 CHAIRMAN BOYER: All in favor?

10 ALL: Aye.

11 CHAIRMAN BOYER: All opposed?

12 Motion carries.

13 Monthly list of payments and the monthly list

14 of purchase orders and contracts covering the month of

15 April 2015. I will accept a motion to receive and

16 file the monthly list of payments and monthly list of

17 purchase order and contracts covering the month of

18 April 2015.

19 COMMISSIONER MOSKOWITZ: So moved.

20 CHAIRMAN BOYER: May I have a second?

21 COMMISSIONER FRATTALI: Second.

22 CHAIRMAN BOYER: All those in favor?

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

1 ALL: Aye.

2 CHAIRMAN BOYER: All those opposed?

3 Ayes carry.

4 Approval of the Operations & Maintenance

5 Committee meeting minutes of May 6, 2015.

6 COMMISSIONER FENTRESS: Move the motion.

7 COMMISSIONER DiANTONIO: Second.

8 CHAIRMAN BOYER: All those in favor?

9 ALL: Aye.

10 CHAIRMAN BOYER: All those opposed?

11 Ayes carry.

12 We have a motion to adopt resolutions approved

13 by the Operations & Maintenance Committee on May 6,

14 2015. There are 11 items from the Operations &

15 Maintenance Committee for consideration of approval.

16 They are as follows:

17 DRPA-15-049, a contract for PATCO

18 rehabilitation of track structure on the Westmont

19 Viaduct.

20 Accept a motion?

21 COMMISSIONER FENTRESS: Move the motion.

22 CHAIRMAN BOYER: Second?

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

1 COMMISSIONER DiANTONIO: Second.

2 CHAIRMAN BOYER: All in favor?

3 ALL: Aye.

4 CHAIRMAN BOYER: Ayes carry.

5 DRPA-15-050, construction monitoring services

6 for Contract PATCO-28-02007, rehabilitation of track

7 structure of Westmont Viaduct.

8 COMMISSIONER FENTRESS: Move the motion.

9 CHAIRMAN BOYER: Can I get a second?

10 COMMISSIONER MOSKOWITZ: Second.

11 CHAIRMAN BOYER: All in favor signify by

12 saying aye.

13 ALL: Aye.

14 CHAIRMAN BOYER: No's?

15 Ayes have it.

16 DRPA-15-051, Contract BF-37-2013, Ben Franklin

17 Bridge 5th Street Philadelphia Tunnel rehabilitation

18 project.

19 Can I get a motion?

20 COMMISSIONER FENTRESS: Move the motion.

21 CHAIRMAN BOYER: Second?

22 COMMISSIONER DiANTONIO: Second.

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

1 CHAIRMAN BOYER: All in favor?

2 ALL: Aye.

3 CHAIRMAN BOYER: All opposed?

4 Motion is carried.

5 DRPA-15-052, Contract Number CB-29-2014,

6 Commodore Barry Bridge administration building

7 switchgear replacement.

8 Any questions?

9 Can I get a motion?

10 COMMISSIONER DiANTONIO: So moved.

11 CHAIRMAN BOYER: Second?

12 COMMISSIONER FRATTALI: Second.

13 CHAIRMAN BOYER: All those in favor signify by

14 saying aye.

15 ALL: Aye.

16 CHAIRMAN BOYER: No?

17 Ayes carry.

18 DRPA-15-053, construction monitoring services

19 for Betsy Ross Bridge and I-95 interchange

20 improvements project.

21 Can I get a motion?

22 COMMISSIONER DiANTONIO: Move the motion.

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

1 CHAIRMAN BOYER: Second?

2 COMMISSIONER WHITE: Second.

3 CHAIRMAN BOYER: All in favor?

4 ALL: Aye.

5 CHAIRMAN BOYER: All opposed?

6 Ayes carry.

7 DRPA-15-054, capital project contract

8 modifications.

9 Can I get a motion?

10 COMMISSIONER WHITE: So moved.

11 CHAIRMAN BOYER: Second?

12 COMMISSIONER DiANTONIO: Second.

13 CHAIRMAN BOYER: All in favor signify by

14 saying aye.

15 ALL: Aye.

16 CHAIRMAN BOYER: No?

17 Motion carries.

18 DRPA-15-055, easement to Atlantic City

19 Electric Company for the installation of pole service.

20 Can I get a motion for adoption?

21 COMMISSIONER MOSKOWITZ: So moved.

22 CHAIRMAN BOYER: Second?

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

1 COMMISSIONER WHITE: Second.

2 CHAIRMAN BOYER: All in favor signify by

3 saying aye.

4 ALL: Aye.

5 CHAIRMAN BOYER: Opposed?

6 Ayes carry.

7 DRPA-15-056, purchase of 10 dynamic message

8 signs for toll lanes at the Ben Franklin, Walt

9 Whitman, and Commodore Barry Bridges.

10 COMMISSIONER HEPKINS: So moved.

11 CHAIRMAN BOYER: Second?

12 COMMISSIONER DiANTONIO: Second.

13 CHAIRMAN BOYER: All in favor?

14 ALL: Aye.

15 CHAIRMAN BOYER: All opposed?

16 Ayes have it.

17 DRPA-15-057, DRPA bridge facility elevator

18 maintenance and service contract.

19 COMMISSIONER FENTRESS: So moved.

20 CHAIRMAN BOYER: Second?

21 COMMISSIONER WHITE: Second.

22 CHAIRMAN BOYER: All in favor?

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

1 ALL: Aye.

2 CHAIRMAN BOYER: All opposed?

3 Ayes have it.

4 DRPA-15-058, LEAP Academy University Charter

5 School in-kind bus parking at the Ben Franklin Bridge

6 facility.

7 COMMISSIONER FENTRESS: Move the motion.

8 COMMISSIONER FRATTALI: Second.

9 CHAIRMAN BOYER: All in favor?

10 ALL: Aye.

11 CHAIRMAN BOYER: All opposed?

12 DRPA-15-059, DRPA application for grant

13 funding through fiscal year 2015 with the U.S.

14 Department of Transportation’s TIGER VII discretionary

15 grant program for the reopening of Franklin Square

16 Station on the PATCO transit line.

17 COMMISSIONER FIOL-SILVA: So moved.

18 COMMISSIONER WHITE: Second.

19 CHAIRMAN BOYER: All those in favor?

20 ALL: Aye.

21 CHAIRMAN BOYER: All those opposed?

22 Ayes carry.

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

1 Approval of the Finance Committee meeting

2 minutes of May 6, 2015. As I said before, the minutes

3 were previously provided to all Commissioners. May I

4 have a motion to accept the Finance Committee minutes

5 of May 6, 2015?

6 COMMISSIONER FENTRESS: Move the motion.

7 VICE CHAIRMAN NASH: Second.

8 CHAIRMAN BOYER: All in favor?

9 ALL: Aye.

10 CHAIRMAN BOYER: All opposed?

11 Ayes have it.

12 There are five resolutions approved by the

13 Finance Committee for the general Board's approval

14 today. They are DRPA-15-060, Audiolog recorder

15 upgrades.

16 May I have a motion?

17 COMMISSIONER FENTRESS: Move the motion.

18 CHAIRMAN BOYER: Second?

19 VICE CHAIRMAN NASH: Second.

20 CHAIRMAN BOYER: All in favor?

21 ALL: Aye.

22 CHAIRMAN BOYER: All opposed?

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

1 Ayes carry.

2 DRPA-15-061, modification of current temporary

3 workers’ contracts.

4 COMMISSIONER FENTRESS: Move the motion.

5 COMMISSIONER WHITE: Second.

6 CHAIRMAN BOYER: All in favor?

7 ALL: Aye.

8 CHAIRMAN BOYER: All opposed?

9 Ayes have it.

10 DRPA-15-062, broker/consultant for traditional

11 property casualty, including pollution legal

12 liability.

13 Motion?

14 COMMISSIONER DiANTONIO: Motion.

15 CHAIRMAN BOYER: Second?

16 COMMISSIONER FENTRESS: Second.

17 CHAIRMAN BOYER: All in favor?

18 ALL: Aye.

19 CHAIRMAN BOYER: All opposed?

20 The motion carries.

21 DRPA-15-063, renewal of DRPA bridge property

22 damage and loss of revenue insurance.

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

1 COMMISSIONER MOSKOWITZ: So moved.

2 COMMISSIONER FENTRESS: Second.

3 CHAIRMAN BOYER: All in favor?

4 ALL: Aye.

5 CHAIRMAN BOYER: All opposed?

6 Ayes have it.

7 DRPA-15-064, addendum to extend the TSIB

8 broker/consultant agreement for the owner-controlled

9 insurance program.

10 COMMISSIONER DiANTONIO: So moved.

11 CHAIRMAN BOYER: Second?

12 COMMISSIONER WHITE: Second.

13 CHAIRMAN BOYER: All those in favor?

14 ALL: Aye.

15 CHAIRMAN BOYER: All those opposed?

16 Ayes carry.

17 I'm going to ask for to approval of Audit

18 Committee meeting minutes of May 6, 2015.

19 COMMISSIONER FENTRESS: Move the motion?

20 CHAIRMAN BOYER: Can I get a second?

21 COMMISSIONER WHITE: Second.

22 CHAIRMAN BOYER: All in favor?

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

1 ALL: Aye.

2 CHAIRMAN BOYER: All opposed?

3 Ayes have it.

4 They have one resolution approved by the

5 committee for the general Board's approval today,

6 DRPA-15-065, approval of Citizens Advisory Committee

7 membership nomination.

8 COMMISSIONER MOSKOWITZ: Move the motion.

9 COMMISSIONER HAIDER: Second.

10 CHAIRMAN BOYER: All in favor?

11 ALL: Aye.

12 CHAIRMAN BOYER: All opposed?

13 Ayes have it.

14 Approval of the Labor Committee meeting

15 minutes of May 13, 2015.

16 COMMISSIONER HEPKINS: Move the motion.

17 VICE CHAIRMAN NASH: Second.

18 CHAIRMAN BOYER: All in favor?

19 ALL: Aye.

20 CHAIRMAN BOYER: All opposed?

21 We have one resolution and it's a resolution

22 that we're very proud of because we're very proud of

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

1 the DRPA's history of having diversity and inclusion.

2 They started in 1994, when they established the

3 Authority's Minority-Owned Business Enterprise and

4 Women-Owned Business Enterprise Program.

5 The Program, and two other nondiscriminatory

6 programs, is administered by the Authority's Office of

7 Business Development and Equal Opportunity. And since

8 its inception, we've had extensive outreach programs

9 to enhance greater diversity among our vendors,

10 contractors and subcontractors. We’ve also had

11 consultants do outreach that includes a lot of things,

12 including how to do business with the DRPA. In short,

13 we just did a great job and we want to get talent from

14 everywhere. Some Commissioners that were here helped

15 force that relationship and they've done a great, just

16 a fantastic job of doing it.

17 We have prepared for you our numbers; so we

18 not only can say it, we can quantify it. And they've

19 done a great job under the leadership of Toni Brown.

20 Toni, we'd like to thank you for keeping that up. And

21 the Authority likes to get talent from anywhere we can

22 get it from.

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

1 I know, Commissioner Dougherty, you were very

2 strong on minority participation and we would just

3 like to memorialize that and make that a part of a

4 subcommittee at this Board level, so when all of us

5 are gone, the principles of diversity and inclusion

6 stay at the Authority.

7 So with that being said, I'll take a motion

8 for DRPA-15-066 authorizing the creation of a

9 Diversity and Inclusion Subcommittee of the Labor

10 Committee.

11 COMMISSIONER DOUGHERTY: Move the motion.

12 COMMISSIONER DiANTONIO: Second.

13 CHAIRMAN BOYER: All those in favor?

14 ALL: Aye.

15 CHAIRMAN BOYER: All those opposed?

16 Ayes have it.

17 Are there any items for unfinished business

18 for the DRPA Board?

19 COMMISSIONER DOUGHERTY: Staying on that

20 issue, if you don't mind, Mr. Chairman?

21 CHAIRMAN BOYER: Yeah, go ahead.

22 COMMISSIONER DOUGHERTY: I'm glad to see the

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

1 world class steward piece that was given out today.

2 I'm also pleased to see the breakdown of the specific

3 jobs in the report because over the years, we've been

4 consistently asked for a breakdown. Through no fault

5 of anybody here, over a period of time, through

6 attrition, the numbers have grown completely out-of-

7 whack on job distribution between New Jersey and

8 Pennsylvania.

9 In fact, if you look at the reports here --

10 and like I said it's a really nice report -- but if

11 you look at it the numbers, as we stand today, there

12 are 653 New Jersey employees versus 194 Pennsylvania

13 employees. But more importantly, if you look at the

14 report you’ll see that one of the reasons why I

15 completely support and have emphasized over the years

16 breaking down the specific jobs -- not just in the

17 trifold, but in the actual document which states the

18 jobs – is because the numbers are so out-of-whack that

19 you never get an opportunity for Pennsylvania people

20 to ascend to the higher paying jobs.

21 If you look, you'll see that over a period of

22 time, when I did the study, the average was about a

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

1 $30,000 difference between New Jersey and Pennsylvania

2 employees in actual dollar value earned versus the

3 numbers here, 653 And I know there has been a more

4 cooperative effort in the last couple of years, and I

5 know Jeff Nash has been completely supportive of

6 trying to, you know, and it's not going to happen

7 overnight, but I also don't want us to lose focus that

8 25 jobs, even though we appreciate them at the lower

9 end, kind of keep us stagnant there and don't give us

10 an opportunity to ascend to positions where we can

11 engage in the process.

12 And to even get a little deeper, when you look

13 at -- and I've had this conversation publicly over the

14 police -- is that there is a system to get approved,

15 which is weighted heavily against Pennsylvanians in

16 the process because of the fact that there are certain

17 formulas that are accepted, that are mandated in the

18 townships over in Jersey versus the Philadelphia

19 police force.

20 So it's a point I've been bringing up over the

21 years and I'm glad to see that we're moving along,

22 even if it's in the form of resolutions, because you

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

1 need words before you need actions.

2 CHAIRMAN BOYER: Well, yeah, the first thing

3 we need to do is compile the facts, Commissioner. And

4 you've asked for that, and I've also asked for, and

5 demanded, and gotten the facts so that we can move.

6 Now, we can move to correct some of the ills of the

7 past. And I agree and we want to look towards parity

8 and making sure we have fairness, and we have a great

9 partner in Jeff Nash, and I think we can move towards

10 that. Thank you.

11 COMMISSIONER DOUGHERTY: Well, I'm talking

12 about a unified workforce. I've also been talking

13 about a strategic plan that would not only address

14 this in the long run and give us a better outlook for

15 the Pennsylvanian who gets a job working his way up

16 the ladder or the guy who is applying for the police

17 job, but would also -- as you say, we've got a world

18 class set of employees -- that strategic plan should

19 also -- when we start to make money and we hold up

20 tolls -- continue to have a long-term strategic

21 compensation program.

22 And I see that we're starting to address that.

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

1 But, again, we need something that covers all of these

2 issues. Instead of taking this piecemeal, we should

3 sit down and say, okay, here is our formula for the

4 workers. This is how you get a job and this is how

5 much money you will make. And when every year the

6 cost of living goes up in the region -- and over the

7 years we've used that, the number of people traveling,

8 more social environments, -- people who work in the

9 facility should be compensated because they put us in

10 that position. They've taken us from the bad position

11 we were in quite a few years ago to where we're at

12 today. We wouldn't have done this without the

13 workforce.

14 CHAIRMAN BOYER: I agree. And last month we

15 commissioned a compensation specialist to come in to

16 help us with that strategic plan so we can ensure that

17 we're paying our workers their worth on the open

18 market. We have compared it with peer facilities of

19 this size and, you know, I'm never going to disagree

20 about putting the workers first because we wouldn't be

21 here without the workers. So, point well taken,

22 Commissioner Dougherty.

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

1 Vice Chairman Nash?

2 VICE CHAIRMAN NASH: I do, first, thank you

3 very much. I do agree with what the Commissioner and

4 the Chairman are saying. I think I speak for all the

5 New Jersey Commissioners when I say that this is a

6 regional authority here. It doesn't matter if it's a

7 New Jersey resident or a Pennsylvania resident. I

8 think residents shop and spend money on both sides of

9 the river no matter where they live. And I think

10 that's an important factor. If there is no parity,

11 then we should be helping the Pennsylvania residents

12 strategically have an opportunity to apply for those

13 jobs.

14 The other thing that is really -- and this

15 surprises me -- I knew about the disparity in terms of

16 residency, but I didn't realize that there was such a

17 disparity between -- in gender -- between male and

18 female, that 80 percent of the Authority's workforce

19 is male versus less than 20 percent being female; and,

20 also, that we have a relatively low percentage of

21 minority employees in the Authority both at PATCO and

22 the DRPA.

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

1 So these are issues, Commissioner, that I do

2 think have to be addressed strategically by our Labor

3 Committee, perhaps, as we move it forward.

4 COMMISSIONER DOUGHERTY: Jeff, there's no -- I

5 mean, the people are great. I want to tell you that

6 when you walk into that building over in Camden, that

7 the five or six people that meet you have been there

8 for a while. They're always upbeat. And they're

9 probably some of the lowest paid people in that

10 building. They're really good people.

11 And when you have a building that's in that

12 neighborhood, you're supposed to take care of people

13 that live in that neighborhood. I believe in that.

14 But I'm not talking about any petty stuff. We've got a

15 world class steward report. We've got a report and

16 the document. The only thing missing is a strategic

17 plan.

18 Now, I asked for it three years ago. I know

19 we had a changing of the guard here, and I'm real

20 comfortable with the leadership here. The change in

21 the guard, it's time now. We don't need too many more

22 think tanks. We need a couple of more "do" tanks.

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

1 CHAIRMAN BOYER: Do tanks.

2 COMMISSIONER DOUGHERTY: We need a report. We

3 need a strategic report that says, hey, this is how,

4 over a period of time we can equalize the distribution

5 of jobs. And this is how we can add women, and people

6 of color. And this is how we can make sure that when

7 they are there, they have the same opportunities to

8 ascend to another level that the other guy did who was

9 grandfathered in because of something we didn't do for

10 three years while waiting for a strategic report.

11 VICE CHAIRMAN NASH: I completely agree.

12 COMMISSIONER DOUGHERTY: Listen, I love the

13 people in New Jersey. I want them to get as much of a

14 raise as the people in Pennsylvania. We just haven’t

15 given anyone a raise in seven years.

16 CHAIRMAN BOYER: Thank you.

17 COMMISSIONER DOUGHERTY: Aren't you glad we

18 have these meetings at night? I'm tired now.

19 (Laughter.)

20 VICE CHAIRMAN NASH: Can I make a motion we

21 always have meetings at night?

22 CHAIRMAN BOYER: There are two items under new

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

1 business for consideration and approval, DRPA-15-067,

2 consideration of pending DRPA contracts between

3 $25,000 and $100,000.

4 COMMISSIONER DiANTONIO: Move the motion.

5 CHAIRMAN BOYER: Second?

6 COMMISSIONER FRATTALI: Second.

7 CHAIRMAN BOYER: All in favor?

8 ALL: Aye.

9 CHAIRMAN BOYER: All opposed?

10 Ayes carry.

11 DRPA-068, Ben Franklin Bridge New Jersey

12 approach parapet rehabilitation.

13 COMMISSIONER DOUGHERTY: So moved.

14 CHAIRMAN BOYER: Second?

15 VICE CHAIRMAN NASH: Second.

16 CHAIRMAN BOYER: All in favor?

17 ALL: Aye.

18 CHAIRMAN BOYER: All opposed?

19 The motion carries.

20 We have the Citizens Advisory Committee

21 report. Is there a report from the Citizens Advisory

22 Committee? Could you please state your name for the

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

1 record, sir?

2 MR. KESSLER: Sure. Good evening,

3 Commissioners. My name is Jeff --

4 CHAIRMAN BOYER: Good evening.

5 MR. KESSLER: My name is Jeff Kessler and I am

6 a member of the Citizens Advisory Committee. Just to

7 give you a brief sort of update with what happened in

8 our last CAC meeting, we did meet with Acting

9 Inspector General David Aubrey, who has been following

10 up to some of our questions.

11 We have a couple of suggestions and commentary

12 to provide to the Board. First, is something that came

13 up in our previous meeting and relates to integrating

14 the PATCO Freedom Card system with the upcoming SEPTA

15 key system and the new Indego bike share system, not

16 only in operational compatibility, but also perhaps in

17 a fare and transfer policy program.

18 So, for example, being able to get off of

19 PATCO at 16th and Locust and then riding an Indego

20 bike might be something that the Board should consider

21 looking into.

22 Additionally, something that we --

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

1 CHAIRMAN BOYER: I did.

2 MR. KESSLER: Pardon me? Oh, no.

3 Additionally, something that we saw is the DVRPC

4 funding for the Ben Franklin Bridge ramp accessibility

5 and that's something, of course, the grant receipt,

6 that we would like to congratulate the Board on and we

7 look forward to its construction in the coming months.

8 Additionally, we would like to congratulate

9 the Board especially on the major PATCO capital

10 milestones, particularly with the new acceptance of

11 the first three married pairs of cars. I know all of

12 us, particularly those of us who are the transit

13 riders on the CAC, are very enthusiastic about this

14 and are looking forward to riding in the new cars.

15 Additionally, many of us have greatly

16 appreciated the movement in the track work schedule so

17 that all of the bridge track work will be completed by

18 the end of the year. That's a change that we think

19 will greatly impact all of the PATCO riders out there.

20 One thing that we do look forward to is the

21 Board's implementation of the GCR audit

22 recommendations, especially prior to -- there is an

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

1 upcoming audit that we believe that the -- excuse

2 me -- that is about to be conducted. Before some of

3 those audits are conducted, we do think it would be

4 helpful for another look at that audit report to be

5 done and have some of those changes implemented. And,

6 additionally, we'd like to review the status of that

7 report sometime in the future with Mr. Aubrey, as we

8 have been doing thus far.

9 In terms of our questions for the Board, we

10 have really two. One is very brief, which is the

11 comprehensive annual financial report for the end of

12 the 2014 calendar year. Do we know when that will be

13 made available?

14 MR. WHITE: Our expectation is that will be

15 available sometime after June 30th.

16 MR. KESSLER: Okay.

17 MR. WHITE: There are actually two milestones

18 related to the comprehensive annual report. The first

19 is that if we want to apply for the GFOA award we have

20 to have that submitted by June 30th. By our bond

21 indentures, we have the requirement to provide to the

22 bond trustee the annual report by July 31st.

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

1 MR. KESSLER: Okay.

2 MR. WHITE: So from an indenture perspective,

3 we actually have one month beyond that. But if we

4 want to apply for the GFOA, we have to have it done by

5 June 30th. So sometime after that, assuming we submit

6 by June 30th, we would make available the

7 comprehensive annual report.

8 MR. KESSLER: Great. And then the next, sort

9 of larger question is we'd appreciate if the Board and

10 perhaps some of the agency individuals can speak on

11 DRPA's plans for the Pope's upcoming visit in terms of

12 bridge-related planning, as well as PATCO operational

13 planning?

14 MR. HANSON: The planning for the Pope-related

15 visit is still underway. It's very fluid and there

16 really is nothing that we can say at this time,

17 because anything that I would tell you right now may

18 change tomorrow.

19 What I can tell you is that our planning is

20 actually being led by our Chief of Police. Our

21 Operations, both Bridge and PATCO, are working very

22 closely with him. We are putting safety and security

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

1 of our riders and of our facilities' equipment first.

2 The Chief is working very closely with other law

3 enforcement and operational agencies. Right now,

4 there really are no concrete plans.

5 MR. KESSLER: Okay. That concludes the CAC

6 report. Thank you all.

7 MR. HANSON: There is one point that you made

8 that I want to clarify for the Commissioners and also

9 for you. The CGR report that you spoke about is the

10 previous -- it's a previous management audit that was

11 done. Our contract requires us to have a management

12 audit every five years, a full management audit every

13 five years. As part of some of the resolutions that

14 we passed in 2010, however, that was broken up and we

15 audit -- do management auditing -- every other year,

16 in pieces. It puts us in a position where we're

17 working on the audit, quickly responding and working

18 to address as many of the issues as we can, but then

19 preparing for the next audit, the RFP, and dealing

20 with it.

21 The implementation, to the extent an

22 implementation of the CGR report is going to be done,

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

1 is completed. So we've completed everything that

2 we're going to do.

3 Another restriction with respect to that are

4 limitations that we have with the budget. Typically,

5 we are not permitted to increase the budget by more

6 than 2 percent, per year. Many of the CGR

7 recommendations are service enhancements and have

8 fallen into a category on the report -- and I don't

9 know, David, did we share that report with them yet,

10 the matrix that we did on the CGR report?

11 MR. AUBREY: Haven't shared that.

12 MR. HANSON: Okay. So many of the items that

13 we have fall into a category, which is budgetary

14 impact, and are not able to be implemented at this

15 time simply because we don't have the budget for them.

16 So, we have gone through -- there are -- you know, we

17 pick out what we are -- working with the Board,

18 working with the senior executive staff -- we pick out

19 what are the most important initiatives and we go to

20 work on them.

21 But, frequently, we're in this overlapping

22 situation of audit, respond, prepare for audit, and

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

1 there is not a great deal of time to actually

2 implement audits. We're mostly in the business of

3 commissioning audits, receiving them, and then

4 commissioning the audits. That's kind of how it

5 works.

6 MR. KESSLER: But these audits that are

7 upcoming are not related to the same topics of the

8 previous audit, according to --

9 MR. HANSON: They're not.

10 MR. KESSLER: Okay.

11 MR. HANSON: They're not. But most of the

12 resources that we have in terms of people will be

13 focused on -- are focused on dealing with the auditors

14 and then we'll be focused on finalizing the report.

15 We'll go through these as assiduously as we can to

16 deal with their recommendations. But there will not

17 be a great deal of time because those people who are

18 doing that will be required to work on the RFP, the

19 evaluation of proposals, and then begin to work with

20 the new auditors. We're in a cycle of perpetual

21 management audit. That is the reality of our approach

22 to management audit.

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

1 MR. KESSLER: Thank you.

2 CHAIRMAN BOYER: Do we have any public

3 comments? Do we have any public comments?

4 I'll entertain a motion for adjournment.

5 COMMISSIONER FRATTALI: Move the motion.

6 COMMISSIONER DiANTONIO: Second.

7 CHAIRMAN BOYER: All in favor?

8 ALL: Aye.

9 CHAIRMAN BOYER: All opposed?

10 The meeting of the Delaware River Port

11 Authority is adjourned.

12 (Whereupon, at 7:10 p.m., on Wednesday, May

13 20, 2015, the meeting adjourned.)

14 There being no further business, on motion duly

15 made and seconded, the meeting was adjourned.

17 Respectfully submitted,

19 Kristen K. Mayock 20 Acting Corporate Secretary 21

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

1 CERTIFICATE

2 This is to certify that the attached

3 proceedings before the Delaware River Port Authority

4 on May 20, 2015, were held as herein appears, and that

5 this is the original transcript thereof for the file

6 of the Authority.

7 FREE STATE REPORTING, INC. 8

9 ______10 Timothy J. Atkinson (Official Reporter) 11

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 MONTHLY LIST OF PAYMENTS DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 05/01/15 THRU 05/31/15 MEETING DATE 06/17/2015

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

REMINGTON & VERNICK ENGINEERS, INC 5th Street Tunnel 13-058 $1,908.00 ** 5th Street Tunnel Total $1,908.00 COUNTRY GAS SERVICES INC Alternate Fuel 25KTHRES $279.00 Alternate Fuel Total $279.00 TRANSPO INDUSTRIES INC Attenuator Repairs/Replacement 25KTHRES $5,740.00 Attenuator Repairs/Replacement Total $5,740.00 XEROX STATE & LOCAL SOLUTIONS, INC. Audit, Legal, Consultant & Other 04-031 $24,552.98 ARCHER & GREINER Audit, Legal, Consultant & Other 13-032 $5,263.53 AJILON PROFESSIONAL STAFFING Audit, Legal, Consultant & Other 14-092 $5,213.91 PERRY RESOURCES Audit, Legal, Consultant & Other 14-092 $591.76 BENEFIT HARBOR, LP Audit, Legal, Consultant & Other 14-104 $5,396.37 STANDARD & POOR'S Audit, Legal, Consultant & Other 25KTHRES $2,000.00 Audit, Legal, Consultant & Other Total $43,018.55 HATCH MOTT MACDONALD, LLC AWB Environmental Assessment 11-094 $53,735.76 ** AWB Environmental Assessment Total $53,735.76 REMINGTON & VERNICK ENGINEERS, INC BFB Chiller Replacement 11-094 $3,235.92 ** BFB Chiller Replacement Total $3,235.92 PENNONI ASSOCIATES INC BFB Oil/Water Separator 11-094 $2,157.28 BFB Oil/Water Separator Total $2,157.28 HNTB CORPORATION - NORTHEAST DIVISION BFB PATCO Track Rehabilitation 12-080 $210,098.94 ** RAILROAD/IRON BRIDGE - A JOINT VENTURE BFB PATCO Track Rehabilitation 13-079 $6,121,166.40 ** BFB PATCO Track Rehabilitation Total $6,331,265.34 STV, INC BFB Pavement Repairs 11-094 $22,258.74 ** BFB Pavement Repairs Total $22,258.74 REMINGTON & VERNICK ENGINEERS, INC BFB Roof Replacements 11-094 $1,756.84 ** BFB Roof Replacements Total $1,756.84 AMMANN & WHITNEY BFB South Walkway 12-082 $66,727.20 ** BFB South Walkway Total $66,727.20 BANK OF NEW YORK - MELLON Bond Service 99-091 $480,784.11 TD BANK, N.A. Bond Service Bond Resolutions $7,758,967.94 Bond Service Total $8,239,752.05 HNTB CORPORATION - NORTHEAST DIVISION BRB Biennial Inspection 11-094 $15,595.07 BRB Biennial Inspection Total $15,595.07 REMINGTON & VERNICK ENGINEERS, INC BRB Box Chord Repair 14-048 $40,011.61 BRB Box Chord Repair Total $40,011.61 AMERICAN BRIDGE CO BRB Structural Repairs 14-121 $323,822.00 ** BRB Structural Repairs Total $323,822.00 BRENDA L GREENE Business Meetings 25KTHRES $329.00 CITIZENS CRIME COMMISSION Business Meetings 25KTHRES $300.00 COMMONWEALTH OF PENNSYLVANIA Business Meetings 25KTHRES $450.00 Business Meetings Total $1,079.00 BURNS ENGINEERING INC CBB Cable Replacement 11-094 $12,850.76 ** CBB Cable Replacement Total $12,850.76 HNTB CORPORATION - NORTHEAST DIVISION CBB NJ Approaches 11-094 $7,175.54 ** CBB NJ Approaches Total $7,175.54 CORCON INC CBB Painting 14-149 $1,129,355.50 ** STV, INC CBB Painting 14-150 $53,084.72 ** CBB Painting Total $1,182,440.22 DANIEL MULLEN CDL License 25KTHRES $44.00 RICHARD J. DENNING CDL License 25KTHRES $69.50 THOMAS M MIHALIC CDL License 25KTHRES $44.00 WILLIAM J MAYO CDL License 25KTHRES $44.00 CDL License Total $201.50 ARCH STREET FRIENDS MEETING HOUSE Commissioner Meeting Expense 25KTHRES $800.00 Commissioner Meeting Expense Total $800.00 BROWN'S GRAPHIC SOLUTIONS, INC Commissioner Other Expense 25KTHRES $23.85 Commissioner Other Expense Total $23.85 MODSPACE Computer Equipment 25KTHRES $600.00 ** Computer Equipment Total $600.00 IRON MOUNTAIN INCORPORATED Contractual Services 12-044 $3,863.78 COURT LIAISON SERVICES, LLC Contractual Services 14-088 $2,500.00 TRANSTECH MANAGEMENT INC Contractual Services 14-097 $53,585.45 DELAWARE VALLEY REGIONAL PLANNING Contractual Services 14-113 $52,577.23

** Capital Expenditure Page 1 of 7 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 05/01/15 THRU 05/31/15 MEETING DATE 06/17/2015

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

BOWMAN & COMPANY LLP Contractual Services 14-158 $57,800.00 Contractual Services Total $170,326.46 CANON FINANCIAL SERVICES INC Copier Lease 11-027 $7,598.82 Copier Lease Total $7,598.82 WATTS WINDOW CLEANING & JANITORIAL CO.,INC. Custodial Services 13-091 $20,717.62 Custodial Services Total $20,717.62 RIGGINS Diesel Fuel 14-082 $7,078.09 Diesel Fuel Total $7,078.09 CLEAN VENTURE INC Disposal Fees 13-076 $3,978.00 Disposal Fees Total $3,978.00 BILLOWS ELECTRIC SUPPLY Electric Lamps 25KTHRES $2,237.32 Electric Lamps Total $2,237.32 ATLANTIC CITY ELECTRIC Electricity UTILITY $13,477.44 DIRECT ENERGY BUSINESS Electricity UTILITY $40,777.34 P S E & G Electricity UTILITY $15,190.76 PECO ENERGY Electricity UTILITY $28,062.43 Electricity Total $97,507.97 ADAM CARMASINE Employee Mileage 25KTHRES $8.05 ARTHUR MCLEAN Employee Mileage 25KTHRES $12.65 BETTY GREGORY Employee Mileage 25KTHRES $5.18 BRENDA L GREENE Employee Mileage 25KTHRES $355.78 CHARLES MAZZONE Employee Mileage 25KTHRES $10.35 CONSTANTINO PARISI Employee Mileage 25KTHRES $62.10 CURTIS JACKSON Employee Mileage 25KTHRES $5.18 DARYL JENIFER Employee Mileage 25KTHRES $12.65 DAVID J. AUBREY Employee Mileage 25KTHRES $32.60 EDWARD SCHLEY Employee Mileage 25KTHRES $12.65 ERIN WATTERSON Employee Mileage 25KTHRES $93.00 GAIL POLK Employee Mileage 25KTHRES $55.20 HALE RICHARDS Employee Mileage 25KTHRES $11.50 JAMES M WHITE JR Employee Mileage 25KTHRES $26.45 JAMES MURRAY Employee Mileage 25KTHRES $5.18 JANET ROMANI Employee Mileage 25KTHRES $25.89 JOHANNE CORKER Employee Mileage 25KTHRES $30.18 JOHN FRANKLIN Employee Mileage 25KTHRES $5.18 JOHN G. PETERSON Employee Mileage 25KTHRES $52.32 JOHN T HANSON Employee Mileage 25KTHRES $123.82 JOHN VINISKI Employee Mileage 25KTHRES $128.00 KELLY ZACHWIEJA Employee Mileage 25KTHRES $3.45 KRISTEN KLEPACKI Employee Mileage 25KTHRES $82.80 MICHAEL PELLEGRINO Employee Mileage 25KTHRES $11.50 MICHAEL VENUTO Employee Mileage 25KTHRES $85.70 NANCY FARTHING Employee Mileage 25KTHRES $104.17 NIASHA JORDAN Employee Mileage 25KTHRES $11.50 PATRICIA GRIFFEY Employee Mileage 25KTHRES $56.35 RICHARD DAVIS Employee Mileage 25KTHRES $37.95 SYVILLA WILLIAMS Employee Mileage 25KTHRES $11.50 THOMAS M KNETZ Employee Mileage 25KTHRES $76.48 TONI CORSEY Employee Mileage 25KTHRES $50.60 ROBIN VALENTINE Employee Mileage 25KTHRES $6.32 Employee Mileage Total $1,612.23 THE VETERAN JOURNAL, INC. EOE Advertisement 25KTHRES $595.00 EOE Advertisement Total $595.00 ALM Equipment 25KTHRES $195.90 ATLANTIC TACTICAL Equipment 25KTHRES $3,009.00 COMPUTECH INTERNATIONAL Equipment 25KTHRES $20,856.00 EPLUS TECHNOLOGY INC Equipment 25KTHRES $4,680.37 SCHNEIDER ELECTRIC Equipment 25KTHRES $9,984.00 SLATE BELT SAFETY Equipment 25KTHRES $1,672.00 SOFTWARE HOUSE INTERNATIONAL Equipment 25KTHRES $207.00 THOMSON REUTERS- WEST Equipment 25KTHRES $491.00 Equipment Total $41,095.27 SLATE BELT SAFETY Equipment & Tools 25KTHRES $1,529.50

** Capital Expenditure Page 2 of 7 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 05/01/15 THRU 05/31/15 MEETING DATE 06/17/2015

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

Equipment & Tools Total $1,529.50 XEROX STATE & LOCAL SOLUTIONS, INC. E-ZPass Clearing Account 04-031 $79,711.15 E-ZPass Clearing Account Total $79,711.15 NJ TURNPIKE AUTHORITY (NJ E-ZPASS) E-ZPass Credit Card Fee Settlement 04-031 $206,821.98 E-ZPass Credit Card Fee Settlement Total $206,821.98 AMERICAN EXPRESS E-ZPass Credit Card Fees 04-031 $9.46 PAYMENTECH E-ZPass Credit Card Fees 04-031 $316.83 E-ZPass Credit Card Fees Total $326.29 XEROX STATE & LOCAL SOLUTIONS, INC. E-ZPass Fixed Monthly Operations Fee 04-031 $27,810.29 E-ZPass Fixed Monthly Operations Fee Total $27,810.29 XEROX STATE & LOCAL SOLUTIONS, INC. E-ZPass VPC 04-031 $17,714.59 E-ZPass VPC Total $17,714.59 XEROX STATE & LOCAL SOLUTIONS, INC. E-ZPass Walk In CSC 04-031 $44,597.50 E-ZPass Walk In CSC Total $44,597.50 INTERNAL REVENUE SERVICE-CHICAGO Federal/FICA Payroll Taxes $880,847.09 Federal/FICA Payroll Taxes Total $880,847.09 NETWORKFLEET, INC. Fleet GPS 13-085 $4,699.60 Fleet GPS Total $4,699.60 RIGGINS Gasoline - Unleaded 14-082 $26,927.18 Gasoline - Unleaded Total $26,927.18 THE LOUIS BERGER GROUP, INC. General Engineering 11-094 $13,543.88 ** General Engineering Total $13,543.88 JACOBS ENGINEERING GROUP INC General Engineering Support Services 14-048 $1,475.29 PARSONS BRINCKERHOFF INC. General Engineering Support Services 14-048 $24,526.15 General Engineering Support Services Total $26,001.44 PPC LUBRICANTS Grease and Oil 14-022 $5,679.40 Grease and Oil Total $5,679.40 P S E & G Heat UTILITY $9,454.05 PHILADELPHIA GAS WORKS Heat UTILITY $6,408.49 SOUTH JERSEY GAS COMPANY Heat UTILITY $4,197.85 Heat Total $20,060.39 PORT AUTHORITY TRANSIT Intercompany Transfers $2,500,000.00 Intercompany Transfers Total $2,500,000.00 IUOE 542 BENEFIT FUNDS IUOE Medical Insurance 15-033 $281,907.00 IUOE Medical Insurance Total $281,907.00 BOXWOOD TECHNOLOGY INC Job Advertisement 25KTHRES $590.00 LIFE MEDIA, INC. Job Advertisement 25KTHRES $500.00 Job Advertisement Total $1,090.00 ADAM R. JACURAK Job Certifications & Licenses 25KTHRES $128.00 MICHAEL HOWARD Job Certifications & Licenses 25KTHRES $128.00 SURYAKANT T PATEL Job Certifications & Licenses 25KTHRES $129.75 Job Certifications & Licenses Total $385.75 UNI-SELECT USA, INC Landscaping - Equipment Repairs 14-037 $577.84 Landscaping - Equipment Repairs Total $577.84 SOUTH CAMDEN IRON WORKS Landscaping Equipment 25KTHRES $5,549.58 ** Landscaping Equipment Total $5,549.58 BANK OF AMERICA Letter of Credit Payment 12-021 $250.00 Letter of Credit Payment Total $250.00 TOTAL EQUIPMENT TRAINING License Fees 25KTHRES $3,849.97 License Fees Total $3,849.97 SOFTWARE HOUSE INTERNATIONAL Licensing Fees - Software 15-026 $32,825.26 Licensing Fees - Software Total $32,825.26 CAMDEN PARKING AUTHORITY Limited Mobility Parking 25KTHRES $636.65 Limited Mobility Parking Total $636.65 INTERSTATE MOBILE CARE, INC. Medical Testing 14-103 $1,873.00 Medical Testing Total $1,873.00 ARMA INTERNATIONAL Membership Dues 25KTHRES $410.00 ATTORNEY REGISTRATION Membership Dues 25KTHRES $200.00 CAMDEN COUNTY BAR ASSOC Membership Dues 25KTHRES $360.00 NEW JERSEY ASSOCIATION FOR JUSTICE Membership Dues 25KTHRES $295.00 NJ LAWYERS' FUND Membership Dues 25KTHRES $252.00 NJ POLICE TRAFFIC OFFICERS ASSOCIATION Membership Dues 25KTHRES $50.00 NJSCPA EDUCATION FOUNDATION, INC. Membership Dues 25KTHRES $320.00

** Capital Expenditure Page 3 of 7 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 05/01/15 THRU 05/31/15 MEETING DATE 06/17/2015

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

PENNSYLVANIA SELF-INSURERS' ASSOCIATION Membership Dues 25KTHRES $250.00 Membership Dues Total $2,137.00 TD BANK, N.A. Net Payroll $320,073.76 WELLS FARGO BANK, NA Net Payroll $2,345,109.50 Net Payroll Total $2,665,183.26 N.J. STATE - GIT NJ Payroll Taxes $68,151.39 NJ Payroll Taxes Total $68,151.39 BRINKERHOFF ENVIORNMENTAL SERVICES NJ Sites Remediation 14-030 $34,289.41 ** NJ Sites Remediation Total $34,289.41 HOWARD KORSEN NTI Training Expense 25KTHRES $1,168.48 ** NTI Training Expense Total $1,168.48 NATIONAL UNION FIRE INSURANCE OCIP Accrual 14-052 $68,307.67 OCIP Accrual Total $68,307.67 CANON SOLUTIONS AMERICA, INC. Office Supplies 11-027 $4,601.02 PAPER MART, INC. Office Supplies 14-144 $1,664.50 W.B. MASON CO. INC. Office Supplies 14-144 $2,395.88 Office Supplies Total $8,661.40 PA DEPT OF REVENUE PA Payroll Taxes $25,739.22 PA Payroll Taxes Total $25,739.22 PAPER MART, INC. Paper 14-144 $1,595.96 Paper Total $1,595.96 XEROX STATE & LOCAL SOLUTIONS, INC. Parking TXN Fees 04-031 $420.46 Parking TXN Fees Total $420.46 LAZ PARKING MID ATLANTIC LLC Part-time Toll Collectors 13-095 $68,611.16 Part-time Toll Collectors Total $68,611.16 BOWMAN & COMPANY LLP PATCO Contractual Services 14-158 $32,200.00 PATCO Contractual Services Total $32,200.00 CANON SOLUTIONS AMERICA, INC. PATCO Copier Expense 11-027 $754.78 PATCO Copier Expense Total $754.78 A.P. CONSTRUCTION INC PATCO Escalator Replacement 12-010 $140,628.15 ** BURNS ENGINEERING INC PATCO Escalator Replacement 12-011 $14,176.89 ** PATCO Escalator Replacement Total $154,805.04 QUAL-LYNX PATCO Insurance 12-006 $11,787.72 PATCO Insurance Total $11,787.72 PENNONI ASSOCIATES INC PATCO Outbound Survey 13-081 $46,857.88 ** PATCO Outbound Survey Total $46,857.88 SPRINT PATCO Telephone UTILITY $2,001.66 VERIZON PATCO Telephone UTILITY $8,131.09 VERIZON BUSINESS PATCO Telephone UTILITY $283.39 PATCO Telephone Total $10,416.14 PARSONS BRINCKERHOFF INC. PATCO Track Inspection 14-048 $3,894.75 PATCO Track Inspection Total $3,894.75 JACOBS ENGINEERING GROUP INC PATCO Train Dimensional Drawings 14-048 $6,989.64 PATCO Train Dimensional Drawings Total $6,989.64 PNC P-Card Purchases 25KTHRES $121,641.85 P-Card Purchases Total $121,641.85 N.J. PUBLIC EMPLOYEES RETIREMENT SYSTEM Pension & Benefits $3,000.00 Pension & Benefits Total $3,000.00 TREASURER, STATE OF NEW JERSEY Permit Fees 25KTHRES $20,755.00 Permit Fees Total $20,755.00 JESSICA GABE Personal Property Damage 25KTHRES $100.00 Personal Property Damage Total $100.00 CITY OF PHILADELPHIA Phila Employee W/H Taxes $22,665.90 Phila Employee W/H Taxes Total $22,665.90 UNITED PARCEL SERVICE (UPS) Postage 25KTHRES $218.04 Postage Total $218.04 ALLEN REPRODUCTION CO Printing 25KTHRES $116.91 CHESTNUT MARKETING GROUP Printing 25KTHRES $1,050.00 Printing Total $1,166.91 QUAL-LYNX Professional Services 12-006 $16,383.13 INTERSTATE MOBILE CARE, INC. Professional Services 14-103 $4,121.00 Professional Services Total $20,504.13 FREE STATE REPORTING, INC. Records Management 14-046 $2,398.75

** Capital Expenditure Page 4 of 7 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 05/01/15 THRU 05/31/15 MEETING DATE 06/17/2015

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

Records Management Total $2,398.75 AECOM TECHNICAL SERVICES, INC Rehabilitation Drainage 13-001 $2,078.67 ** Rehabilitation Drainage Total $2,078.67 THYSSENKRUPP ELEVATOR CORPORATION Repairs - Bridges 12-003 $12,293.63 TRI-M GROUP LLC Repairs - Bridges 14-123 $9,927.50 CORRPRO COMPANIES, INC. Repairs - Bridges 25KTHRES $1,500.00 KALWALL CORPORATION Repairs - Bridges 25KTHRES $7,061.00 ONE CALL CONCEPTS Repairs - Bridges 25KTHRES $16.46 Repairs - Bridges Total $30,798.59 COONEY BROTHERS INC Repairs - Buildings 25KTHRES $271.16 Repairs - Buildings Total $271.16 TRI-M GROUP LLC Repairs - Heating/AC System 14-123 $15,122.50 Repairs - Heating/AC System Total $15,122.50 THYSSENKRUPP ELEVATOR CORPORATION Repairs - Other Equipment 12-003 $912.50 T SLACK ENVIRONMENTAL SERVICES INC Repairs - Other Equipment 14-022 $612.04 TRI-M GROUP LLC Repairs - Other Equipment 14-123 $6,205.00 DRAEGER SAFETY DIAGNOSTICS, INC Repairs - Other Equipment 25KTHRES $240.00 TRAFCON INDUSTRIES, INC Repairs - Other Equipment 25KTHRES $4,544.00 Repairs - Other Equipment Total $12,513.54 SOUTH CAMDEN IRON WORKS Repairs Bridge 25KTHRES $16,863.85 ** WHARTON HARDWARE & SUPPLY Repairs Bridge 25KTHRES $335.33 ** Repairs Bridge Total $17,199.18 FRANKLIN ELECTRIC CO Repairs to Buildings 25KTHRES $2,506.89 ** GRAYBAR ELECTRIC COMPANY INC Repairs to Buildings 25KTHRES $190.84 ** PEIRCE-PHELPS INC Repairs to Buildings 25KTHRES $2,349.27 ** WINROC-SPI Repairs to Buildings 25KTHRES $1,440.00 ** Repairs to Buildings Total $6,487.00 R. E. PIERSON MATERIALS CORP. Replacement of Roadway 25KTHRES $2,824.21 ROBERT T WINZINGER, INC Replacement of Roadway 25KTHRES $77.00 WELDON ASPHALT Replacement of Roadway 25KTHRES $2,979.92 Replacement of Roadway Total $5,881.13 AMERIHEALTH INSURANCE Retiree Medical Insurance 14-115 $200,491.39 THE ESTATE OF THOMAS C. POUNTNEY Retiree Medical Insurance 25KTHRES $390.00 Retiree Medical Insurance Total $200,881.39 HNTB CORPORATION - NORTHEAST DIVISION RFP Development 14-048 $9,507.26 RFP Development Total $9,507.26 DAKTRONICS, INC Signs 14-118 $3,300.00 ** SIGNAL-TECH Signs 14-144 $49,385.00 ** M.H. CORBIN INC. Signs 25KTHRES $1,891.00 Signs Total $54,576.00 OCEANPORT, LLC Snow Removal - Salt 14-144 $20,104.36 Snow Removal - Salt Total $20,104.36 SUNGARD AVAILABILITY SERVICES LP Soft/Hardware Service Contracts 10-135 $4,023.00 ELLIOTT-LEWIS Soft/Hardware Service Contracts 25KTHRES $835.00 Soft/Hardware Service Contracts Total $4,858.00 SOWINSKI SULLIVAN ARCHITECTS, PC Station Improvements 13-080 $68,959.38 ** Station Improvements Total $68,959.38 LINDSAY TRANSPORTATION SOLUTIONS Stores Inventory 14-144 $12,000.00 A&A GLOVE & SAFETY CO. Stores Inventory 25KTHRES $714.00 ATLAS FLASHER AND SUPPLY CO INC Stores Inventory 25KTHRES $2,894.00 BORTEK INDUSTRIES, INC. Stores Inventory 25KTHRES $1,365.23 EASTERN DATA PAPER Stores Inventory 25KTHRES $1,867.50 GRIFFITH ELECTRIC SUPPLY Stores Inventory 25KTHRES $6,377.18 LACAL EQUIPMENT CO Stores Inventory 25KTHRES $5,852.00 MULTIFACET, INC. Stores Inventory 25KTHRES $666.47 PENDERGAST SAFETY EQUIP Stores Inventory 25KTHRES $743.40 RIBBONS EXPRESS INC Stores Inventory 25KTHRES $595.00 ROBERTS OXYGEN Stores Inventory 25KTHRES $144.00 SALERNO TIRE CORPORATION Stores Inventory 25KTHRES $3,614.88 SHERWIN WILLIAMS Stores Inventory 25KTHRES $243.60 U.S. MUNICIPAL SUPPLY INC Stores Inventory 25KTHRES $610.54 WHARTON HARDWARE & SUPPLY Stores Inventory 25KTHRES $747.70 Y-PERS Stores Inventory 25KTHRES $1,235.00

** Capital Expenditure Page 5 of 7 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 05/01/15 THRU 05/31/15 MEETING DATE 06/17/2015

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

Stores Inventory Total $39,670.50 BUSINESS & LEGAL RESOURCES INC (BLR) Subscriptions 25KTHRES $995.00 DIRECTV Subscriptions 25KTHRES $13.00 THOMSON REUTERS- WEST Subscriptions 25KTHRES $407.67 Subscriptions Total $1,415.67 UNI-SELECT USA, INC Supplies 14-037 $29.35 A & P CUSTOM KITCHENS Supplies 25KTHRES $650.00 FYR FYTER SALES AND SERVICE Supplies 25KTHRES $196.58 LAWMEN SUPPLY CO OF NEW JERSEY, INC. Supplies 25KTHRES $2,157.60 NJ STATE OFFICE OF WEIGHTS AND MEASURES Supplies 25KTHRES $400.00 SOUTH JERSEY WELDING Supplies 25KTHRES $436.17 TRI-COUNTY TERMITE & PEST CONTROL INC. Supplies 25KTHRES $90.00 Supplies Total $3,959.70 UBS GLOBAL ASSET MANAGEMENT Swap Interest Payments 01-019 $2,684,873.97 Swap Interest Payments Total $2,684,873.97 SPRINT Telephone UTILITY $2,489.46 THE CONFERENCE GROUP, LLC Telephone UTILITY $342.62 VERIZON Telephone UTILITY $32,458.39 VERIZON BUSINESS Telephone UTILITY $4,057.89 VERIZON WIRELESS Telephone UTILITY $6,720.69 Telephone Total $46,069.05 UNI-SELECT USA, INC Tires and Tubes 14-037 $64.60 JAY'S TIRE SERVICE Tires and Tubes 25KTHRES $3,230.00 Tires and Tubes Total $3,294.60 DUNBAR ARMORED, INC. Toll Deposit Processing Fee 14-093 $15,920.10 Toll Deposit Processing Fee Total $15,920.10 KAREN BARNARD Toll Refunds 25KTHRES $10.00 MARTIN CLARK Toll Refunds 25KTHRES $10.00 Toll Refunds Total $20.00 EEOC TRAINING INSTITUTE Training - Registration 13-093 $34,000.00 NEW JERSEY INSTITUTE Training - Registration 25KTHRES $210.00 NJCPA Training - Registration 25KTHRES $320.00 SKILLPATH SEMINARS Training - Registration 25KTHRES $149.00 STOCKTON UNIVERSITY Training - Registration 25KTHRES $299.00 Training - Registration Total $34,978.00 DAVID J. AUBREY Training, Travel and Subsistence 25KTHRES $39.60 JOHANNE CORKER Training, Travel and Subsistence 25KTHRES $14.16 KELLY L FORBES Training, Travel and Subsistence 25KTHRES $69.81 KHALIL CHRISTIAN Training, Travel and Subsistence 25KTHRES $254.86 MARIANNE STASZEWSKI Training, Travel and Subsistence 25KTHRES $92.56 RADISSON HOTEL Training, Travel and Subsistence 25KTHRES $505.00 SKILLPATH SEMINARS Training, Travel and Subsistence 25KTHRES $31.90 Training, Travel and Subsistence Total $1,007.89 XEROX STATE & LOCAL SOLUTIONS, INC. Transaction Fees 04-031 $226,949.14 Transaction Fees Total $226,949.14 WASTE MANAGEMENT OF NEW JERSEY, INC Trash Removal 13-071 $5,039.80 WASTE MANAGEMENT OF PA INC Trash Removal 13-071 $1,777.60 Trash Removal Total $6,817.40 JAMES BEACH Tuition Reimbursement 25KTHRES $1,830.00 NYDIA ROSARIO Tuition Reimbursement 25KTHRES $1,680.00 Tuition Reimbursement Total $3,510.00 ACME UNIFORM FOR INDUSTRY Uniforms 25KTHRES $562.00 ALKO DISTRIBUTORS, INC. Uniforms 25KTHRES $199.98 ATLANTIC TACTICAL Uniforms 25KTHRES $57.65 LAWMEN SUPPLY CO OF NEW JERSEY, INC. Uniforms 25KTHRES $3,029.00 Uniforms Total $3,848.63 EMPLOYEE PASS THROUGH PAYMENTS Union Dues, Employee Contributions, Etc. $371,708.17 Union Dues, Employee Contributions, Etc. Total $371,708.17 UNI-SELECT USA, INC Vehicle Repairs - Inside 14-037 $1,473.14 Vehicle Repairs - Inside Total $1,473.14 UNI-SELECT USA, INC Vehicle Repairs - Outside 14-037 $103.11 Vehicle Repairs - Outside Total $103.11 UNI-SELECT USA, INC Vehicle Supplies 14-037 $10,008.79

** Capital Expenditure Page 6 of 7 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 05/01/15 THRU 05/31/15 MEETING DATE 06/17/2015

RESOLUTION #/ VENDOR NAME ITEM DESCRIPTION AUTHORIZATION AMOUNT

Vehicle Supplies Total $10,008.79 NESTLE WATERS NORTH AMERICA Water and Sewer 14-058 $984.54 CITY OF PHILADELPHIA Water and Sewer UTILITY $7,358.10 NEW JERSEY AMERICAN WATER Water and Sewer UTILITY $686.96 PENNSAUKEN SEWERAGE AUTH Water and Sewer UTILITY $50.00 Water and Sewer Total $9,079.60 QUAL-LYNX Workmen's Compensation 12-105 $97,793.33 Workmen's Compensation Total $97,793.33 SOUTH STATE, INC WWB Approaches 14-009 $326,218.17 ** HNTB CORPORATION - NORTHEAST DIVISION WWB Approaches 14-012 $7,520.61 WWB Approaches Total $333,738.78 HAKS ENGINEERS, PC WWB Biennial Inspection 14-014 $19,032.41 WWB Biennial Inspection Total $19,032.41 AMMANN & WHITNEY WWB Painting 13-042 $30,771.16 ** WWB Painting Total $30,771.16 PA DEPT OF LABOR & INDUSTRY WWB Permit Fee 25KTHRES $132.00 WWB Permit Fee Total $132.00 AECOM TECHNICAL SERVICES, INC WWB Suspension Design 07-018 $72,823.17 ** URBAN ENGINEERS, INC./URS, A JOINT VENTURE WWB Suspension Design 10-021 $14,220.43 ** WWB Suspension Design Total $87,043.60

$28,781,275.18

** Capital Expenditure Page 7 of 7 PURCHASE ORDERS & CONTRACTS DRPA MONTHLY LIST OF PURCHASE ORDR CONTRACTS - MAY 2015

VENDOR NAME ITEM DESCRIPTION PO NUMBER AMOUNT RESOLUTION 503 CORP Stores Inventory Account P15P0180 $417.30 25KTHRES 503 CORP Stores Inventory Account P15P0191 $119.76 25KTHRES 84 LUMBER COMPANY, LP Repairs to Buildings P15P0165 $1,774.03 25KTHRES A&A GLOVE & SAFETY CO. Stores Inventory Account P15P0160 $570.00 25KTHRES A&A GLOVE & SAFETY CO. Stores Inventory Account P15P0179 $1,578.50 25KTHRES A&A GLOVE & SAFETY CO. Stores Inventory Account P15P0188 $326.00 25KTHRES A&A GLOVE & SAFETY CO. Uniforms P15P0102 $893.00 25KTHRES A&A GLOVE & SAFETY CO. Uniforms P15P0175 $68.50 25KTHRES A&A GLOVE & SAFETY CO. Uniforms P15P0196 $224.00 25KTHRES A&A GLOVE & SAFETY CO. Uniforms P15P0197 $608.00 25KTHRES A&A GLOVE & SAFETY CO. Uniforms P15P0198 $64.00 25KTHRES A&A GLOVE & SAFETY CO. Uniforms P15P0203 $352.00 25KTHRES A&A GLOVE & SAFETY CO. Uniforms P15P0204 $64.00 25KTHRES A&A GLOVE & SAFETY CO. Uniforms P15P0205 $32.00 25KTHRES ACE PLUMBING & ELECTRICAL SUPPLIES CO. INC Stores Inventory Account P15P0189 $289.00 25KTHRES AIRGAS SAFETY Stores Inventory Account P15P0173 $568.62 25KTHRES ALLIED ELECTRONICS Repair/Replacement Toll Equip P15P0190 $126.00 25KTHRES AMERICAN UNIFORM SALES INC Uniforms P15P0183 $531.58 25KTHRES AMERICAN UNIFORM SALES INC Uniforms P15P0184 $1,002.49 25KTHRES AMERICAN UNIFORM SALES INC Uniforms P15P0185 $650.03 25KTHRES AMERICAN UNIFORM SALES INC Uniforms P15P0186 $765.59 25KTHRES CHAMMINGS ELECTRIC, INC Repairs - Bridges P15C0028 $5,400.00 25KTHRES CORRPRO COMPANIES, INC. Repairs - Bridges P15P0182 $21,760.00 25KTHRES CREATIVE VISUAL SYSTEMS Repairs - Furniture and Fixtures P15P0176 $770.00 25KTHRES D.S. BROWN Repairs Bridge P15C0027 $21,893.00 25KTHRES GIANT ROOFING LLC Repairs - Buildings P15E0016 $2,550.00 25KTHRES GRIFFITH ELECTRIC SUPPLY Stores Inventory Account P15P0161 $240.00 25KTHRES GROUPE LACASSE LLC Furniture and Fixtures P15S0083 $2,082.08 25KTHRES GROVE SUPPLY Repairs - Buildings P15P0193 $7,044.00 25KTHRES HILLTOP BLOCK & SUPPLY Landscaping - Seed and Shrubs P15P0101 $5,259.76 25KTHRES JOHNSTONE SUPPLY Repairs to Buildings P15P0163 $2,117.88 25KTHRES JPC GROUP, INC. Repairs - Buildings P15E0013 $14,696.36 25KTHRES KEYPORT ARMY & NAVY Uniforms P15S0076 $122.50 25KTHRES KEYPORT ARMY & NAVY Uniforms P15S0077 $108.50 25KTHRES KEYPORT ARMY & NAVY Uniforms P15S0078 $332.50 25KTHRES KEYPORT ARMY & NAVY Uniforms P15S0079 $941.50 25KTHRES KEYPORT ARMY & NAVY Uniforms P15S0080 $476.00 25KTHRES KEYPORT ARMY & NAVY Uniforms P15S0081 $59.50 25KTHRES LINDSAY TRANSPORTATION SOLUTIONS Stores Inventory Account P15L0026 $9,600.00 DRPA-14-144 MULTIFACET, INC. Stores Inventory Account P15P0169 $648.00 25KTHRES MULTIFACET, INC. Stores Inventory Account P15P0174 $951.66 25KTHRES MULTIFACET, INC. Stores Inventory Account P15P0192 $1,028.60 25KTHRES NEXT GENERATION INC. DBA NEXGEN Stores Inventory Account P15P0181 $304.08 25KTHRES OLD DOMINION BRUSH Stores Inventory Account P15P0168 $480.00 25KTHRES PAPER MART, INC. Stores Inventory Account P15P0178 $145.80 25KTHRES PENDERGAST SAFETY EQUIP Stores Inventory Account P15P0162 $385.20 25KTHRES PENDERGAST SAFETY EQUIP Stores Inventory Account P15P0166 $743.40 25KTHRES PENDERGAST SAFETY EQUIP Stores Inventory Account P15P0177 $456.00 25KTHRES RIBBONS EXPRESS INC Stores Inventory Account P15P0195 $595.00 25KTHRES SALERNO TIRE CORPORATION Stores Inventory Account P15P0170 $2,688.00 25KTHRES SCHNEIDER ELECTRIC Miscellaneous Equipment P15S0071 $6,301.60 25KTHRES SHERWIN WILLIAMS Repairs Bridge P15S0082 $12,940.52 25KTHRES SOFTWARE HOUSE INTERNATIONAL Licensing Fees - Software P15S0075 $419.40 25KTHRES SOFTWARE HOUSE INTERNATIONAL Miscellaneous Equipment P15S0073 $9,004.88 25KTHRES DRPA MONTHLY LIST OF PURCHASE ORDR CONTRACTS - MAY 2015

VENDOR NAME ITEM DESCRIPTION PO NUMBER AMOUNT RESOLUTION STEEL DOORS, INC. Repairs to Buildings P15P0194 $1,795.00 25KTHRES SUNGARD AVAILABILITY SERVICES LP Licensing Fees - Software P15L0025 $8,498.00 25KTHRES THYSSENKRUPP ELEVATOR CORPORATION Repairs - Bridges P15E0017 $6,095.00 25KTHRES TRANSPO INDUSTRIES INC Attenuator Repairs/Replacement P15P0187 $2,525.00 25KTHRES TRI-M GROUP LLC Repairs - Heating/AC System P15L0027 $2,675.00 25KTHRES UNI-SELECT USA, INC Stores Inventory Account P15P0167 $314.80 25KTHRES W W GRAINGER INC Stores Inventory Account P15P0171 $865.00 25KTHRES WINROC-SPI Repairs to Buildings P15P0164 $1,440.00 25KTHRES Y-PERS Stores Inventory Account P15P0172 $531.25 25KTHRES OPERATIONS & MAINTENANCE 1 DELAWARE RIVER PORT AUTHORITY

2 Operations & Maintenance Committee Meeting

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

5 Wednesday, June 3, 2015

6 Committee Members:

7 Albert Frattali, Chairman Rohan Hepkins, Vice Chairman 8 Whitney White Frank DiAntonio 9 Charles Fentress Richard Sweeney 10 Antonio Fiol-Silva (via telephone) John Lisko, Chief of Staff, Pennsylvania Treasury 11 (for Acting Pennsylvania Treasurer Christopher Craig (via telephone) 12

13 Others Present:

14 Ryan Boyer, Chairman to DRPA/PATCO Board (via telephone) 15 Amy Herbold, Senior Counsel New Jersey Governor's Authorities Unit 16

17 DRPA/PATCO Staff:

18 John Hanson, Chief Executive Officer Michael Conallen, Deputy Chief Executive Officer 19 Kristen Mayock, Esq., Acting General Counsel & Acting Corporate Secretary 20 Stephen Holden, Deputy General Counsel Gerald Faber, Assistant General Counsel 21 Kathleen P. Vandy, Assistant General Counsel Richard J. Mosback, Jr., Assistant General Counsel 22 Dan Auletto, Acting Chief Operating Officer

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

1 DRPA/PATCO Staff: (continued)

2 Michael Venuto, Chief Engineer David Aubrey, Acting Inspector General 3 Valerie Bradford, Bridge Director, Ben Franklin and Betsy Ross Bridges 4 John Rink, General Manager, PATCO Bennett Cornelius, Assistant General Manager, PATCO 5 Steve Reiners, Fleet Manager, Walt Whitman Bridge Sheila Milner, Administrative Coordinator 6 Elizabeth McGee, Administrative Coordinator

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 Construction for OPC 6th Floor Interior 5 Renovations and Alterations 5 Construction Monitoring Services for Contract 6 6 No. BF-37-2013, BFB 5th Street Philadelphia Tunnel Rehabilitation 7 Right of Entry Permit and Related Agreements 8 8 with 4th Coast Productions

9 2015 Dump Trucks Seven (7) and Hydraulic 11 Systems Seven (7) 10 Installation of Cameras for PATCO Station 15 11 Bike Racks

12 Rental Uniforms and Laundry Services for PATCO 16

13 Sole Source Procurement for Integration of Toll 18 Lane DMS Canopy Signs with Toll SATS Menu 14 Right of Entry and Perpetual Aerial Easement 20 15 for PSEG Aerial Power/Fiber Cables over Route 90 near Betsy Ross Bridge 16 General Discussion 17 Change Order - American Bridge Company for 22 18 BRB Emergency Repairs

19 Spending Tracking 25

20 Executive Session 26

21 Adjourn 27

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

1 PROCEEDINGS

2 (8:07 a.m.)

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

4 the meeting of the Operations & Maintenance Committee,

5 Delaware River Port Authority, and ask the Corporate

6 Secretary to call the roll.

7 MS. MAYOCK: On the telephone, we have Board

8 Chairman Boyer?

9 BOARD CHAIRMAN BOYER: Here.

10 MS. MAYOCK: O&M Chairman Frattali?

11 CHAIRMAN FRATTALI: Here.

12 MS. MAYOCK: Vice Chairman Hepkins?

13 VICE CHAIRMAN HEPKINS: Here.

14 MS. MAYOCK: Commissioner Fiol-Silva?

15 COMMISSIONER FIOL-SILVA: Here.

16 MS. MAYOCK: Commissioner Sweeney?

17 COMMISSIONER SWEENEY: Here.

18 MS. MAYOCK: Commissioner Fentress?

19 COMMISSIONER FENTRESS: Here.

20 MS. MAYOCK: Do we have Commissioner Lisko on

21 the line? No.

22 Commissioner White? No.

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

1 We still have a quorum. You're good.

2 COMMISSIONER DiANTONIO: I'm here, too.

3 MS. MAYOCK: Oh, sorry. Where did you come

4 from, Commissioner DiAntonio? My apologies.

5 Anybody else I'm not recognizing?

6 We have a quorum.

7 CHAIRMAN FRATTALI: All right. There are

8 eight items on the agenda, today. The first item is

9 construction for One Port Center, sixth floor interior

10 renovations and alterations.

11 Mr. Venuto?

12 MR. VENUTO: Thank you, Mr. Chairman. Good

13 morning, Commissioners. Staff is seeking

14 authorization to negotiate a construction contract

15 with the firm of Murphy Quigley Company to perform

16 interior renovations and alterations of the sixth

17 floor at One Port Center in the amount of $346,000.

18 The sixth floor was designed and configured

19 with the original fit-out of One Port Center in 1995.

20 Since that original configuration of the sixth floor,

21 the IS department has expanded and the space needs to

22 be reconfigured to accommodate their needs.

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

1 The project was publicly advertised. Nine

2 sets of documents were sold and three bids were

3 received. Staff has completed the evaluation of the

4 bids and recommends that a contract be awarded to

5 Murphy Quigley Company in the amount of $346,000 as

6 the lowest responsive and responsible bidder.

7 CHAIRMAN FRATTALI: Are there any questions on

8 this? If not, I need a motion.

9 COMMISSIONER DiANTONIO: So moved.

10 CHAIRMAN FRATTALI: Is there a second?

11 COMMISSIONER SWEENEY: Second.

12 CHAIRMAN FRATTALI: All in favor?

13 ALL: Aye.

14 CHAIRMAN FRATTALI: Any opposed?

15 The ayes have it.

16 The second item is construction monitoring

17 services for Contract Number BF-37-2013, the Ben

18 Franklin Bridge 5th Street Philadelphia Tunnel

19 rehabilitation.

20 Mike?

21 MR. VENUTO: Thank you. This is the project

22 -- this is the construction project we talked about

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

1 last month where the construction was approved for the

2 5th Street tunnel. This is for the CM services.

3 What is being handed out -- attached to the

4 summary statement and resolution in the packet is a

5 memo from me that talks about the selection process,

6 and we had a mistake on there. I just wanted to kind

7 of -- I wanted to replace the attachment to the

8 summary statement and resolution. What was changed is

9 the ranking on the firm we're recommending; it was the

10 highest technically ranked firm and somehow, on the

11 sheet there, we reversed the numbers. So I'm just

12 replacing the attachment. That's the new attachment,

13 yes.

14 So, staff is seeking authorization to

15 negotiate an agreement with Johnson, Mirmiran &

16 Thompson to provide construction monitoring service

17 for Contract BF-37-2013, the 5th Street tunnel

18 rehabilitation project, in an amount of $299,274.16.

19 The agreement will provide full-time, on-site

20 construction inspection and monitoring services for

21 the 5th Street tunnel rehabilitation project.

22 The services include a part-time resident

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

1 engineer and full-time support inspection staff for

2 inspecting all contract field activities and

3 monitoring of the contractor's compliance with the

4 plans and speculations.

5 CHAIRMAN FRATTALI: Any questions?

6 Seeing none, I need a motion.

7 COMMISSIONER DiANTONIO: So moved.

8 CHAIRMAN FRATTALI: Second?

9 COMMISSIONER SWEENEY: Second.

10 CHAIRMAN FRATTALI: I have a motion and

11 second.

12 All in favor?

13 ALL: Aye.

14 CHAIRMAN FRATTALI: Any opposed?

15 The ayes have it.

16 The third item is the right-of-entry permit

17 and related agreements with 4th Coast Productions.

18 Mike?

19 MR. VENUTO: Yes. Commissioners, we are

20 embarking on a challenging painting project of the

21 Commodore Barry Bridge; a de-leading and painting

22 project. We received the request from 4th Coast

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

1 Productions to film a documentary of the painting work

2 to show the importance of rehabbing major structures,

3 specifically for painting and coatings.

4 We have talked to -- following their inquiry

5 and request, we had a discussion with them -- from

6 engineering, from Legal, and Bridge Operations -- to

7 discuss what they want to do and what they are going

8 to use it for. We have satisfied ourselves that it

9 would be beneficial to both them and to the DRPA to

10 show the nature of this type of work.

11 At this point, Staff is seeking authorization

12 to negotiate and enter into an appropriate property

13 access agreement permitting 4th Coast Productions to

14 enter DRPA property on and adjacent to the Commodore

15 Barry Bridge. 4th Coast plans to bring limited

16 personnel and equipment onto the premises for the

17 purpose of filming a documentary motion picture

18 highlighting the bridge painting and rehabilitation

19 work.

20 The insurance and indemnifications provision

21 will be included as part of any agreement. And the

22 agreement will also include reservation of the

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

1 Authority's rights to review and edit any footage for

2 security sensitive information and/or other

3 operational purposes, as well as to limit the use of

4 any footage for commercial purposes for the contractor

5 or Corcon. So, this is intended to be a documentary

6 to document what it takes to paint a bridge like this,

7 not as collecting film for commercial purposes for the

8 contractor.

9 The contractor has agreed with 4th Coast

10 Productions to do this, but it's not going to be for

11 advertising purposes. And we are going to have the

12 rights to review any and all footage.

13 CHAIRMAN FRATTALI: Any questions?

14 BOARD CHAIRMAN BOYER: I have a question.

15 This is Ryan Boyer.

16 CHAIRMAN FRATTALI: Go ahead, Chairman.

17 BOARD CHAIRMAN BOYER: Did we run it by

18 Security and the Police Department, because they're

19 going to be concerned with the safety on the bridge.

20 Did we check their film crew to make sure that they

21 use that TWIC card, or some type of security check or

22 clearance?

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

1 MR. VENUTO: Yes, sir, Mr. Chairman. We also

2 vetted this with our Division of Homeland Security and

3 the Police Department and, yes, anybody on-site will

4 be -- they expect to have two people and maybe for a

5 short time a third person with the filming crew, and

6 they will be required to have the background checks

7 and a TWIC card prior to being on-site.

8 BOARD CHAIRMAN BOYER: Okay.

9 CHAIRMAN FRATTALI: Any other questions?

10 Seeing none, I need a motion.

11 COMMISSIONER FENTRESS: Move the motion.

12 CHAIRMAN FRATTALI: Any second?

13 COMMISSIONER DiANTONIO: Second.

14 CHAIRMAN FRATTALI: I have a motion and

15 second.

16 All in favor?

17 ALL: Aye.

18 CHAIRMAN FRATTALI: Any opposed?

19 Ayes have it.

20 The fourth item is the purchase of seven dump

21 trucks and hydraulic systems in 2015.

22 Mr. Reiners?

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

1 MR. REINERS: Yes. Good morning. We're

2 asking for three items here. The first item would be

3 to do a capital change order from Item WB-13-01 to

4 purchase these dump trucks at a cost of $637,000. The

5 second item is we're asking to purchase seven cab

6 chassis and seven hydraulic systems from two separate

7 contracts. The cab chassis are purchased on a New

8 Jersey State contract and the hydraulic systems are

9 purchased off the Coast Guard's contract with

10 Pennsylvania.

11 What we are finding out right now is that the

12 New Jersey State contract has been in place for four

13 years now and they are looking to increase their

14 pricing for the next year, which it could be a

15 substantial increase, as per the vendor. So what we

16 are asking to do is to purchase them this year. We

17 feel as though by purchasing them this year, we will

18 have a substantial cost savings. We are going to

19 repurpose some of the existing equipment on the dump

20 trucks we already own, so we're not going to need to

21 go out and buy the dump body, itself, because the ones

22 we have right now are stainless steel.

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

1 Our expectation is that we'd probably save

2 around $358,000 by purchasing it this year rather than

3 later.

4 MR. HANSON: And so, Steve, this is also the

5 issue where it's hard to get in on the State contract,

6 right?

7 MR. REINERS: That's a separate --

8 MR. HANSON: That's a separate issue?

9 MR. REINERS: Yeah, that's a separate issue

10 that we're going to address during the capital budget.

11 MR. HANSON: It doesn't affect these trucks?

12 MR. REINERS: No. By coming now -- if we wait

13 another month, we may not be able to get them in this

14 year, so that's why we're coming today. We'd like to

15 try and get them this year, rather than next year,

16 because the contract is only good up until December

17 31st.

18 COMMISSIONER DiANTONIO: So you're buying the

19 cab and chassis, and then using existing bodies?

20 MR. REINERS: Existing bodies off our old

21 trucks onto those.

22 COMMISSIONER DiANTONIO: With the hydraulic

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

1 system or is it going to be a new hydraulic system,

2 also?

3 MR. REINERS: It's going to be a new hydraulic

4 system, also.

5 COMMISSIONER DiANTONIO: Okay.

6 MR. REINERS: So, we're going to buy the cab

7 chassis. We're going to buy a new hydraulic system.

8 We're going to take the old spreaders, the old plows,

9 and the dump body, itself, and marry it to the new

10 truck, because they are stainless steel dump bodies.

11 COMMISSIONER DiANTONIO: So they will be

12 2015’s?

13 MR. REINERS: Yes, they will be 2015s. We

14 would disperse them out over the next two years, so

15 we're not flooding the market with our vehicles all at

16 one time.

17 COMMISSIONER DiANTONIO: Right, exactly.

18 Okay.

19 CHAIRMAN FRATTALI: Any other questions?

20 Seeing none, I need a motion.

21 COMMISSIONER DiANTONIO: So moved.

22 CHAIRMAN FRATTALI: Second?

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

1 COMMISSIONER SWEENEY: Second.

2 CHAIRMAN FRATTALI: All in favor?

3 ALL: Aye.

4 CHAIRMAN FRATTALI: Any opposed?

5 The ayes have it.

6 The fifth item is the installation of cameras

7 for PATCO station bike racks.

8 Mr. Rink?

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

10 Commissioners. We're seeking authorization to

11 negotiate a contract with Schneider Electric Buildings

12 for an amount not to exceed $108,850.40, for the

13 equipment installation of 12 new cameras that view the

14 bicycle racks at Lindenwold, Ashland, Woodcrest,

15 Haddonfield, Westmont, Ferry Avenue, and 8th and

16 Market Street stations. The purchase will have

17 pricing under the GSA contract for the labor and the

18 PA CoStars contract for the materials.

19 The equipment installation and cameras will

20 view the bicycle racks at the seven stations I

21 mentioned and improve security. Currently, we have

22 existing cameras at the concourse bike racks and our

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

1 new racks in our 9th and 10th, 12th and 13th, and 15th

2 and 16th, and Locust stations can be viewed by the

3 existing cameras.

4 We are seeking authorization to negotiate this

5 contract with Schneider Electric.

6 CHAIRMAN FRATTALI: Any questions?

7 Seeing none, I need a motion.

8 COMMISSIONER FENTRESS: Move the motion.

9 CHAIRMAN FRATTALI: Is there a second?

10 VICE CHAIRMAN HEPKINS: Second.

11 CHAIRMAN FRATTALI: All in favor?

12 ALL: Aye.

13 CHAIRMAN FRATTALI: Any opposed?

14 The ayes have it.

15 The sixth item is rental uniforms and laundry

16 services for PATCO.

17 Mr. Rink?

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

19 Commissioners. We're seeking to negotiate a contract

20 with UniFirst Corporation --

21 MS. MAYOCK: Chairman Boyer, do you mind

22 putting your phone on mute, please?

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

1 MR. RINK: We're seeking to negotiate a

2 contract with UniFirst to furnish and install our

3 rental uniforms, supply the uniform storage lockers,

4 and furnish and clean door and floor mats for a period

5 of three years. The amount would be $189,988.32.

6 Our labor agreements with our 240 maintenance

7 and operating employees state that we require them to

8 wear a uniform; PATCO is to provide that and maintain

9 it. This enables us to control the standard of

10 appearance and cleanliness of our uniformed employees.

11 There is no annual clothing allowance paid to the

12 employees.

13 Back on February 24th, we sent invitations to

14 bid to five potential suppliers. We also advertised

15 on our DRPA website. We had four bids received, two

16 which were no bids, and the lowest responsive bid was

17 submitted for an annual cost of $58,329.44 by

18 UniFirst, which is our current vendor.

19 For the three-year term and a one-year option,

20 as listed in the summary statement, they are using the

21 same annual price each year. There is no increase

22 from year to year.

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

1 The $189,988.32 total includes an allowance of

2 $15,000 to cover the cost of uniforms for any new

3 employees. If we have a new employee, we buy the

4 uniforms from the company and provide them to that

5 employee.

6 So we are seeking authorization to enter into

7 a contract with the lowest responsible bidder,

8 UniFirst.

9 CHAIRMAN FRATTALI: Any questions? If not, I

10 need a motion.

11 COMMISSIONER SWEENEY: So moved.

12 CHAIRMAN FRATTALI: Second?

13 VICE CHAIRMAN HEPKINS: Second.

14 CHAIRMAN FRATTALI: I have a motion and

15 second.

16 All in favor?

17 ALL: Aye.

18 CHAIRMAN FRATTALI: Any opposed?

19 Ayes have it.

20 The seventh item is for sole source

21 procurement for integration of toll lane digital

22 message canopy signs for scalable automatic toll

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

1 systems menu.

2 Ms. Bradford?

3 MS. BRADFORD: Good morning, Mr. Chairman,

4 Commissioners. This item is a request to authorize

5 staff to negotiate and enter into a sole source

6 procurement contract with TransCore to provide

7 services for the toll lane automatic system. The

8 service they would provide is a software application

9 that would integrate or tie-in the tolls system to the

10 digital lane message signs that currently or recently

11 were installed over the canopies to the bridges.

12 At this time they are not connected; they act

13 independently. But this enhancement through TransCore

14 we believe will increase safety because it would allow

15 the lanes to change in the closed mode or open mode

16 when the collector enters or exits the toll lane.

17 This gives the motorist immediate feedback as to which

18 lanes are open or closed; currently, they run

19 steadily.

20 TransCore is DRPA's current electronic toll

21 collection software vendor for maintenance; the

22 system is proprietary that they have designed,

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

1 developed, and maintained it. Because of its

2 proprietary nature and the fact there is not licensing

3 for other parties to maintain the system, we have

4 negotiated pricing with TransCore as sole source.

5 We have looked closely at the figures with our

6 IS Department and Bridge Operations, and find them

7 reasonable. They're within what we have budgeted.

8 The total cost is $112,595. We would just request

9 approval to move forward with this.

10 CHAIRMAN FRATTALI: Any questions?

11 Seeing none, I need a motion.

12 VICE CHAIRMAN HEPKINS: So moved.

13 CHAIRMAN FRATTALI: Second?

14 COMMISSIONER DiANTONIO: Second.

15 CHAIRMAN FRATTALI: All in favor?

16 ALL: Aye.

17 CHAIRMAN FRATTALI: Any opposed?

18 Ayes have it.

19 The last item is right-of-entry and perpetual

20 aerial easement for PSE&G aerial power and fiber

21 cables over Route 90 near the Betsy Ross Bridge.

22 Ms. Bradford?

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

1 MS. BRADFORD: Thank you. We are seeking

2 Board authorization to again negotiate and enter into

3 a right-of-entry indemnification and other related

4 agreements for a perpetual aerial easement for PSE&G

5 to install power fiber optic cabling across Route 90.

6 Route 90, in the area of Union Avenue in Pennsauken,

7 is DRPA jurisdiction. And in order for them to

8 install these cables, it would require a perpetual

9 easement.

10 The poles for the cables are just off DRPA's

11 property, so it's not within our -- the foundations

12 are not within our property; however, the cabling

13 would be passing over Route 90, east and westbound.

14 The proposed agreement would have all

15 necessary indemnifications and insurance requirements.

16 I might add that the project -- PSE&G's project -- is

17 called the Riverside Network. Apparently, it's an

18 attempt to fortify or increase their transmission

19 network in the Union Avenue area of Pennsauken, so

20 this is a key element that would link up this

21 particular network. So for that reason, we are

22 requesting this perpetual aerial easement for PSE&G.

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

1 CHAIRMAN FRATTALI: Have any questions?

2 Seeing none, I need a motion.

3 COMMISSIONER SWEENEY: Move the motion.

4 CHAIRMAN FRATTALI: Is there a second?

5 COMMISSIONER DiANTONIO: Second.

6 CHAIRMAN FRATTALI: All in favor?

7 ALL: Aye.

8 CHAIRMAN FRATTALI: Any opposed?

9 The ayes have it.

10 All right. We have two items for general

11 discussion today. The first one is a change order on

12 American Bridge Company for the Betsy Ross Bridge

13 emergency repairs.

14 Mike?

15 MR. VENUTO: Thank you. We recently completed

16 -- we did some lower box-chord repairs under emergency

17 authorization as a result of something we found in the

18 biennial inspection. We are complete with that work.

19 American Bridge Company completed that work.

20 The original contract amount was $734,900, of

21 which $25,000 was for unforeseen site conditions in

22 case we found something when we got out there. We

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

1 didn't find any necessary changes in the work.

2 However, when we initially went out for the emergency

3 procurement, we told the contractors that we didn't

4 need a bond to do the work. But after we received the

5 bids, we felt otherwise; we thought it would be better

6 to have a performance bond before they went out there,

7 so we asked them to procure one.

8 The cost of that was $5,122, so we're going to

9 deduct that from the unforeseen site conditions. This

10 will be the final change order. The job was closed

11 out. The original contract amount was $734,900. This

12 final change order will be a reduction of $19,878, for

13 an adjusted contract value of $715,022.

14 COMMISSIONER DiANTONIO: Mike, just a question

15 or a rule of thumb on change orders. Is there an

16 amount of money that's there, like an earmarked amount

17 of money to request a bond?

18 MR. VENUTO: To request a bond on a change

19 order of a project?

20 COMMISSIONER DiANTONIO: On a change order.

21 Say, if the change order is $100,000, or $50,000, or

22 $700,000, is there a number that you would put on it

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

1 to request a bond?

2 MR. VENUTO: The direct answer is no. We

3 don't have a specific "X" percent in that when we

4 request a bond. But if we do have a significant

5 change order -- we just had one recently on -- we're

6 talking about a change order on one of the projects

7 now where we're saying we do want to -- if it's a

8 significant portion, but we don't really have a

9 specific percentage of it.

10 COMMISSIONER DiANTONIO: Okay. The initial

11 bond that was set, I'm just wondering if that would

12 cover the change order amount of money.

13 MR. VENUTO: Generally, our change orders have

14 been less -- we run less than 3 percent on projects.

15 COMMISSIONER DiANTONIO: Okay.

16 MR. VENUTO: So that tends not to be a big

17 issue for us.

18 COMMISSIONER DiANTONIO: So it wouldn't be an

19 issue, right?

20 MR. VENUTO: In this case -- I'm sorry.

21 MR. HANSON: In this case, the change order is

22 the bond, though, right? We didn't ask for it at

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

1 first and now we're asking. So the change order right

2 now is just that we didn't get a bond at the beginning

3 and later decided that we wanted one.

4 COMMISSIONER DiANTONIO: Oh, okay. All right,

5 that makes sense. Okay.

6 MR. VENUTO: Yeah, so this was a separate

7 contract. Since it was an emergency repair, rather

8 than go with the sole source emergency, we priced it

9 with three contractors who were already on our site so

10 we could get a competitive price. Originally, when we

11 went out to those three, we said it's not a change

12 order to your original contract, it's going to be a

13 new contract and we didn't need a bond. But in

14 afterthought, we decided we did want a performance

15 bond in case something happened. So this $5,000 is to

16 pay for that bond, on that contract.

17 COMMISSIONER DiANTONIO: Okay. Now, it makes

18 sense.

19 CHAIRMAN FRATTALI: Any other questions?

20 The next item is the spending tracking.

21 MR. VENUTO: So 2015, again, the capital

22 budget for engineering projects is around $110

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

1 million, out of the $146 million 2015 overall capital

2 budget. At this point our projections were about $33

3 million to be spent.. We're running at a track of

4 about 50 percent of that; we've spent about $17

5 million. Last month was a particularly lower month,

6 but this month we hit 93 percent of our target; we

7 anticipated spending $10.3 million and we spent $9.6

8 million.

9 Some of the reasons for some of the lower

10 spend months included a couple of projects that got a

11 late start, the Walt Whitman Bridge painting being one

12 of them. Also late was the car overhaul project; we

13 intended to spend some money on it earlier this year

14 but, as we all know, the cars were only accepted and

15 put into revenue service last week. Over the next

16 month we will be making a large payment there, which

17 will affect our spending in the positive direction.

18 CHAIRMAN FRATTALI: Any questions?

19 All right. At this time, I'd like to call for

20 a motion to go into Executive Session. Decisions made

21 in Executive Session will be made public when the

22 issues are resolved.

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

1 COMMISSIONER FENTRESS: Move the motion.

2 CHAIRMAN FRATTALI: Is there a second?

3 COMMISSIONER DiANTONIO: Second.

4 CHAIRMAN FRATTALI: All in favor?

5 ALL: Aye.

6 CHAIRMAN FRATTALI: We are in executive

7 session.

8 (Off the record at 8:29 a.m.)

9 (On the record at 8:42 a.m.)

10 CHAIRMAN FRATTALI: I will now call for a

11 motion to close Executive Session and go back into

12 open session. Do I have a Motion?

13 COMMISSIONER DiANTONIO: So moved.

14 CHAIRMAN FRATTALI: Second?

15 COMMISSIONER HEPKINS: Second.

16 CHAIRMAN FRATTALI: If there is no further

17 business for the Operations & Maintenance Committee, I

18 need a motion for adjournment.

19 COMMISSIONER FENTRESS: Move the motion.

20 CHAIRMAN FRATTALI: Second?

21 COMMISSIONER DiANTONIO: Second.

22 CHAIRMAN FRATTALI: All in favor?

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

1 ALL: Aye.

2 CHAIRMAN FRATTALI: We are adjourned.

3 (Whereupon, at 8:43 a.m., on Wednesday,

4 June 3, 2015 the meeting adjourned.)

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

1 CERTIFICATE

2 This is to certify that the attached

3 proceedings before the Delaware River Port Authority,

4 Operations & Maintenance Committee on June 3, 2015,

5 were held as herein appears, and that this is the

6 original transcript thereof for the file of the

7 Authority.

8 FREE STATE REPORTING, INC. 9

10 ______11 Tom Bowman (Official Reporter) 12

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

ITEM NO.: DRPA-15-069 SUBJECT: Contract No. G-29-2014, OPC 6th Floor Interior Renovations & Alterations

COMMITTEE: Operations & Maintenance

COMMITTEEMEETINGDATE: June3,2015

BOARDACTIONDATE: June17,2015

PROPOSAL: That the Board authorizes staff to negotiate a construction contract with the firm of Murphy Quigley Co., Inc. to perform the interior renovations and alterations to the 6th floor at One Port Center.

Amount: $346,000.00

Contractor: Murphy Quigley Co., Inc. One Belmont Ave Suite 507 GSB Building Bala Cynwyd, PA 19004

Other Bidders: Aliano Brothers $357,685.00 Pride Enterprises Inc. NON-RESPONSIVE

Engineers Estimate: $359,050.00

PURPOSE: To complete the interior renovations and alterations for the 6th floor at One Port Center.

BACKGROUND: The 6th floor was designed and configured with the original fit-out of One Port Center in 1995. Since original configuration of the 6th floor, the IS department has expanded and the space needs to be reconfigured to accommodate the expansion.

The project was publicly advertised and bid documents were offered to the public beginning on March 17, 2015 with a bid opening date of April 9, 2015. Nine (9) sets of documents were sold. A total of three (3) bids were received. The low responsive and responsible bid was submitted by Murphy Quigley Co., Inc. in the amount of 346,000.00.

Staff has completed the evaluation of bids and recommends that the contract be awarded to Murphy Quigley Co., Inc., in the amount of $346,000.00 as the low responsive and responsible bidder. SUMMARY STATEMENT Contract No. G-29-2014, O&M 6/3/15 OPC 6th Floor Interior Renovations and Alterations ______

SUMMARY: Amount: $346,000.00 Source of Funds: 2013 Revenue Bonds Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 90 Calendar Days Other Parties Involved: N/A Estimated Number of Jobs Supported: 11 DRPA-15-069 Operations & Maintenance Committee: June 3, 2015 Board Date: June 17, 2015 Contract No. G-26-2014, OPC 6th Floor Interior Renovations and Alterations

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority accepts the bid of $346,000.00 to complete the interior renovations and alterations of the 6th floor at One Port Center, and that the proper officers of the Authority be and hereby are authorized to negotiate a contract with Murphy Quigley Co., Inc. for the required work in an amount not to exceed $346,000.00, as per the attached Summary Statement; and be it further

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

ITEM NO.: DRPA-15-070 SUBJECT: Construction Monitoring Services for Contract No. BF-37-2013 BFB 5th Street Philadelphia Tunnel Rehabilitation Project.

COMMITTEE: Operations and Maintenance

COMMITTEEMEETINGDATE: June3,2015

BOARDACTIONDATE: June17,2015

PROPOSAL: That the Board authorizes staff to negotiate an agreement with Johnson, Mirmiran & Thompson Inc. to provide Construction Monitoring Services for Contract No. BF-37-2013 BFB 5th Street Philadelphia Tunnel Rehabilitation Project.

Amount: $299,274.16 Consultant: Johnson, Mirmiran & Thompson Inc. 1800 Market Street, Suite 520 Philadelphia, PA 19103

Other Consultants: Ammann & Whitney MASER STV

Engineers Estimate: $337,050.54

PURPOSE: To provide, on-site construction inspection and monitoring services for Contract No. BF-37-2013, BFB – 5th Street Philadelphia Tunnel Rehabilitation. The services will include a part-time Resident Engineer and full time support inspection staff for inspecting all contract field activities and monitoring the contractor’s compliance with the plans and specifications.

BACKGROUND: The work to be completed under Contract No. BF-37-2013 consists of the rehabilitation of vehicular and pedestrian tunnels. Work includes but is not limited to spall repair, epoxy crack injection, hot mix asphalt repair, sidewalk repair, curb and railing installation, grout injection, replacement of the tunnel lighting, signage and protective coatings. The tunnel is located beneath the west approach of the Benjamin Franklin Bridge on 5th Street between Callowhill Street and Race Street. As a result of Biennial Inspections, and Interim Inspections various repairs have been recommended to be undertaken at 5th Street Philadelphia Vehicular and Pedestrian Tunnel. SUMMARY STATEMENT Construction Monitoring Services for O&M 6/3/15 Contract No. BF-37-2013 BFB 5th Street Philadelphia Tunnel Rehabilitation Project ______

The Construction Monitor will provide all project inspection and observation required to certify that all materials and workmanship for this project are completed in conformance with the Contract requirements and industry standards.

The Authority publicly advertised its intent to retain a consultant and invited interested firms to submit Statements of Qualifications. Seven (7) firms responded with Statements of Qualifications on December 4, 2014. Four (4) firms were deemed qualified and were sent a formal Request for Proposal. A review committee of four (4) staff engineers evaluated the Proposals on the basis of Technical merit.

Johnson, Mirmiran & Thompson Inc (JMT) was the highest technically ranked firm. The proposed Project Manager has previous experience with construction inspections and management in transportation projects. The proposed Resident Engineer has over 29 years of experience including similar type of rehabilitation projects. The Proposed Inspector has over 33 years of experience for type of work similar to those required for this contract. Overall, the team assembled by JMT was found to possess the necessary experience and qualifications to successfully complete the project.

In accordance with the Delaware River Port Authority’s qualification based selection procedure, the Price Proposal was evaluated against the Engineer’s Estimate and that of other recommended firms. Based on this evaluation and subsequent negotiation, JMT’s price was determined to be fair and reasonable.

It is recommended that an engineering services agreement be negotiated with Johnson, Mirmiran & Thompson Inc. for the costs and associated fees not to exceed $299,274.16 to provide engineering services in accordance with the Request for Proposal. SUMMARY STATEMENT Construction Monitoring Services for O&M 6/3/15 Contract No. BF-37-2013 BFB 5th Street Philadelphia Tunnel Rehabilitation Project ______

SUMMARY: Amount: $299,274.16 Source of Funds: 2013 Revenue bonds Capital Project #: RA1001 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 7.5 months Other Parties Involved: N/A Estimated Number of Jobs Supported: 1 DRPA-15-070 Operations and Maintenance Committee: June 3, 2015 Board Date: June 17, 2015 Construction Monitoring Services for Contract No. BF-37-2013, BFB 5th Street Philadelphia Tunnel Rehabilitation

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority accepts the Proposal of Johnson, Mirmiran & Thompson Inc. to provide Construction Monitoring Services for Contract No. BF-37-2013 BFB 5th Street Philadelphia Tunnel Rehabilitation Project and that the proper officers of the Authority be and hereby are authorized to negotiate an Agreement with Johnson, Mirmiran & Thompson Inc. for an amount not to exceed $299,274.16, as per the attached Summary Statement; and be it further

DELAWARE RIVER PORT AUTHORITY of Pennsylvania & New Jersey

TO: O&M Committee Members FROM: Michael P. Venuto, Chief Engineer SUBJECT: Professional Service Selection for Construction Monitoring Services for DRPA Contract No. BF-37-2013 BFB 5th Street Philadelphia Tunnel Rehabilitation Project Technical Proposal Evaluation, Findings and Recommendation Report

DATE: May 1, 2015

The Request for Qualifications (RFQs), which was posted on the Authority’s web-site, invited consultants to submit Statements of Qualifications (SOQs). Seven (7) firms firms submitted SOQs on December 4, 2014.

Policy 303a outlines the procedure for Request for Proposal selection of consultants by the Engineering Department. The SOQ evaluation serves as a method for developing a “short list” of firms to receive a Request for Proposal (RFP). The Review Committee evaluated the SOQ’s and recommended soliciting Technical and sealed Price Proposals from the top ranked firms: Ammann and Whitney Consulting Engineers, Johnson, Mirmiran & Thompson Inc., Maser Consulting P.A., and STV Inc.

The short listed firms were sent a RFP on March 12, 2015. The Technical Proposals and separate sealed Price Proposals were received on April 1, 2015 from Ammann and Whitney Consulting Engineers, Johnson, Mirmiran & Thompson Inc., Maser Consulting P.A., and STV Inc. The Review Committee, consisting of Suryakant Patel, Adam Jacurak, Dan Cosgrove and Mike Howard, reviewed and evaluated the Technical Proposals.

Johnson, Mirmiran & Thompson Inc. was the highest technically ranked firm. The proposed Project Manager has previous experience with construction inspections and management on transportation projects. The proposed Resident Engineer has over 29 years of experience in rehabilitation projects. Overall, the team assembled by Johnson, Mirmiran & Thompson Inc. was found to possess the necessary experience and qualifications to successfully complete the project.

The Review Committee recommended that the Price Proposal be opened and negotiations commence using other recommended firm’s Price Proposals and the Engineer’s Estimate in the amount of $337,050.54, as a guide. Price Proposals were opened on May 1, 2015.

Below are the Technical Proposal rankings, proposed hours and fees of these firms, along with Original Price Negotiated Rank Firm Hours Proposal Hours Fee Engineer’s Estimate 2680 $337,050.54 1 JMT 2408 $336,434.84 2408 $299,274.16 2 Ammann & Whitney 2368 $311,950.00 3 Maser 2418 $366,388.28 4 STV 2050 $258,611.27

The Price Proposal from the highest technically ranked firm, JMT, dated April 1, 2015 was reviewed by Engineering Department staff. It was observed to be within 1% of the Engineer’s Estimate. Negotiations commenced which resulted in a final Price Proposal in an amount of $299,274.16. Based on the Review Committee’s findings the Price Proposal of $299,274.16 has been determined to be fair and reasonable and therefore the committee recommends that an Engineering Services Agreement be issued to the highest technically ranked firm, Johnson, Mirmiran & Thompson Inc.

Based on a review of the Review Committee’s evaluation and supporting documentation, I concur with the recommendation to engage Johnson, Mirmiran & Thompson Inc. of Philadelphia, PA, in the amount of $299,274.16 for this Agreement.

:stp SUMMARY STATEMENT

ITEM NO.: DRPA-15-071 SUBJECT: Right of Entry Permit and Related Agreements with 4th Coast Productions

COMMITTEE: Operations and Maintenance

COMMITTEEMEETINGDATE: June3,2015

BOARDACTIONDATE: June17,2015

PROPOSAL: That the Board authorizes staff to negotiate and enter into appropriate property access agreements permitting 4th Coast Productions to enter DRPA property locations located on and adjacent to the Commodore Barry Bridge.

PURPOSE: To provide property access to 4th Coast Productions at the Commodore Barry Bridge to enter upon and use the facility and adjacent locations to photograph, film, reproduce and replicate the real and personal property (including the name, trademark, signs and identifying features thereof) and to bring limited personnel and equipment onto the premises for the purpose of filming a documentary motion picture.

BACKGROUND: The Commodore Barry Bridge was last painted in 1996. Biennial Inspections and coating condition assessment of the Bridge recommended that the Bridge be de-leaded and painted. On December 10, 2014, the Board approved Resolution DRPA-14-149 authorizing staff to negotiate a contract with Corcon, Inc. to perform Phase 1 of the Bridge painting project, which is scheduled to commence in 2015 (the “Project”).

In March 2015, filmmaker Matthew White, owner of 4th Coast Productions, and Louis Lyras, President and CEO of Corcon, Inc., contacted the Authority seeking permission to enter the Authority’s property located on and adjacent to the Commodore Barry Bridge for the purpose of recording footage of the bridge painting work, bridge rehabilitation and steel repair to be performed during the Project for a documentary film production.

Specifically, 4th Coast Productions plans to produce a documentary television show or film highlighting bridge painting and rehabilitation work and the contractors that paint and restore large bridges. SUMMARY STATEMENT Right of Entry Permit and Related O&M 6/3/15 Agreements with 4th Coast Productions

According to the filmmaker, the production will highlight and celebrate the dedication, professionalism, hard-work and history of the bridge painting and restoration industry, as well as the importance of maintaining and keeping safe our highway infrastructure.

Staff has engaged in preliminary discussions with 4th Coast Productions as to its intentions and believes that the production will not adversely impact operations or safety due, in part, to the limited amount of personnel and equipment planned for the production.

Staff recommends that an appropriate property access agreements be negotiated with 4th Coast Productions permitting access to Authority property located on or adjacent to the Commodore Barry Bridge for the purpose of obtaining video footage for a documentary motion picture. Insurance and Indemnification provisions will be included as part of such an agreement. The agreement will also include a reservation of the Authority’s rights to review and edit any footage for SSI and/or other operational purposes, as well as a limitation on Corcon’s use of the footage for its own commercial advertising purposes.

SUMMARY: Amount: N/A Source of Funds: N/A Operating Budget: N/A Capital Project #: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Two (2) years Other Parties Involved: N/A DRPA-15-071 Operations & Maintenance Committee: June 3, 2015 Board Date: June 17, 2015 Right of Entry and Related Agreements with 4th Coast Productions

RESOLUTION

RESOLVED: That the Board authorizes staff to negotiate and enter into appropriate property access agreements permitting 4th Coast Productions to enter upon Authority property located on and adjacent to the Commodore Barry Bridge to photograph, film, reproduce and replicate the real and personal property (including the name, trademark, signs and identifying features thereof) and to bring limited personnel and equipment onto the premises for the purpose of filming a documentary motion picture; and be it further

ITEM NO.: DRPA-15-072 SUBJECT: 2015 Dump Trucks Seven (7) And Hydraulic Systems Seven (7)

COMMITTEE: Operations and Maintenance

COMMITTEEMEETINGDATE: June3,2015

BOARDACTIONDATE: June17,2015

PROPOSAL: That the Board authorizes staff to negotiate a purchase contract with Buck Co. International 134 Old Oxford Road Langhorne, PA., 19047 to purchase seven (7) 2015 International Cab Chassis Trucks in the amount of $71,000.00 each ($497,000.00 total); and also with H.A.Dehart 311 Crown Point Road; Thorofare, NJ 08086 to purchase seven (7) Hydraulic Systems in the amount of $20,000.00 each ($140,000.00 total). We are also asking to do a change order to the Capital budget by moving funding from Capital Budget Item #WB1301 to purchase these Trucks and Hydraulic systems.

PURPOSE: To provide replacement Dump Trucks to keep Authority fleet operational to maintain facility roadways and provide safe passage during the winter season.

BACKGROUND: The 2015 Dump Trucks are being purchased under New Jersey Contract #T2787. Past experience has shown that state contract pricing is the most cost effective means of purchasing vehicles and equipment because pricing is quantity based. This is the last year of the New Jersey State contract at the price for $71,000 and we expect a big price increase next year. It would be beneficial for the DRPA to take advantage of this pricing. (At this time the PA. State contract Price is $142,000.00.) Additionally, we are looking to reuse the stainless dump bodies, so that the total cost savings should be around $358,000.00 by purchasing this year.

Capital budget change order to take funding from 2015 Capital Budget Item#WB1301 funding for the purchase of seven (7) Dump Trucks and seven (7) Hydraulic systems.

SUMMARY: Amount: $637,000.00 Source of Funds: General Fund Capital Project #: 64115, 64015, 63815, 43615, 86215, 23115, 23915 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A DRPA-15-072 Operations & Maintenance Committee: June 3, 2015 Board Date: June 17, 2015 2015 Dump Trucks Seven (7) and Hydraulic Systems Seven (7)

RESOLUTION

RESOLVED: That the Board authorizes staff to negotiate a purchase contract with Buck Co. International; 134 Old Oxford Road; Langhorne, PA., 19047 to purchase seven (7) 2015 Dump Truck in the amount of $497,000.00; and with H.A. Dehart 311 Crown Point Road Thorofare, NJ 08086 to purchase seven (7) Hydraulic Systems in the amount of $140,000.00; We are also asking to do a change order to the Capital budget by moving funding from Capital Budget Item #WB1301 to purchase these Trucks and Hydraulic systems; and be it further;

ITEM NO.: DRPA-15-073 SUBJECT: Sole Source Procurement For Integration of Toll Lane DMS Canopy Signs with Toll SATS Menu

COMMITTEE: Operations & Maintenance

COMMITTEEMEETINGDATE: June3,2015

BOARDACTIONDATE: June17,2015

PROPOSAL: That the Board authorize staff to negotiate and enter into a sole source procurement contract for services to modify the Scalable Automatic Toll System (SATS) application to integrate and interface with the Toll Lane Digital Message Signs (DMS) at the BFB, WWB and CBB including related software, documentation, terminations, commissioning and testing.

Vendor: Transcore 3721 Tecport Drive, Suite 102 Harrisburg, Penna.

Amount: $112,595.00

PURPOSE: Capital Project # TE1502 Integration of Toll Lane DMS Canopy Signs with Toll SATS Menu has been identified as part of the 2015 capital program. Design & development of software/hardware is required in order for the SATS Menu to control the new LED DMS signs via toll collector standby, card-in, and card-out functions at the toll booth. The software design would be implemented by Transcore. IS Dept. would provide project technical oversight and Bridge Ops would provide electrical cable installations. The integration of the SATS Menu to the DMS sign will enhance the visibility of the toll lane mode for motorists as to whether the lane is open or closed thereby also improving toll collector safety in the toll lanes.

BACKGROUND: Transcore is the Authority’s current electronic toll collection software and lane equipment maintenance contractor under the formal Agreement which includes the Scalable Automatic Toll System (SATS). Transcore has provided and licensed the software and systems integration services for the Electronic Toll Collection (ETC) system and has continued to maintain and upgrade these systems. These systems include proprietary designs at the lane level as well as in the backend systems / host software level. The hardware design, hardware components (custom boards) and software installed on the SUMMARY STATEMENT Sole Source Procurement For Integration of O&M 6/3/15 Toll Lane DMS Canopy Signs with Toll SATS Menu

______

DRPA ETC system is proprietary to Transcore and is licensed to a specific user which prohibits other firms from performing maintenance on Transcore proprietary items. Transcore has not entered into any licensing agreements and third parties to maintain the SATS software in use by DRPA. Transcore is considered to be the sole source for these services.

Transcore Statement of Work and Price quotation for the phased integration of the DMS signs into the existing toll system is $112,595.00. The budgeted amount for this capital project #TE1502 is $500,000. The actual cost is well within the budget and the cost breakdown has been examined and evaluated by IS and Bridge Operations and deemed reasonable. IS Dept. has verified that this capital project work is outside the scope of the current maintenance contract.

It is recommended by Staff that a contract be negotiated for sole source procurement of services to integrate the Toll Lane DMS canopy signs with the Toll SATS Menu with Transcore of Harrisburg, Penna. at an amount of $112,595.00.

SUMMARY: Amount: $112,595.00 Source of Funds: 2013 Revenue Bonds Capital Project #: TE1502 Operating Budget: N/A Master Plan Status: Included in Approved Five (5) Year Capital Program Other Fund Sources: N/A Other Parties Involved: N/A DRPA-15-073 Committee: Operations & Maintenance Committee Date: June 3, 2015 Board Date: June 17, 2015 Sole Source Procurement for Integration of Toll Lane DMS Canopy Signs with Toll SATS Menu

RESOLUTION

RESOLVED: That the Board authorize staff to negotiate and enter into a sole source procurement contract for services to modify the Scalable Automatic Toll System (SATS) application to integrate and interface with the Toll Lane Digital Message Signs (DMS) at the BFB, WWB and CBB including related software, documentation, terminations, commissioning and testing with all services to be performed by Transcore of Harrisburg, Penna. in the amount of $112,595.00.

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

ITEM NO.: DRPA-15-074 SUBJECT: Right of Entry and Perpetual Aerial Easement for PSE&G Aerial Power/ Fiber Cables Above Rt. 90 Near Betsy Ross Bridge

COMMITTEE: Operations & Maintenance

COMMITTEEMEETINGDATE: June3,2015

BOARDACTIONDATE: June17,2015

PROPOSAL: That the Board authorizes staff to negotiate and enter into appropriate Right of Entry Agreements, Perpetual Aerial Easement and any other related Agreements permitting Public Service Electric & Gas Company (PSE&G) and its contractors, consultants, agents, employees and other representatives to access DRPA property in carrying out the installation of power, fiber and neutral cables above and across N.J. Rt. 90 near the Betsy Ross Bridge and permitting PSE&G to occupy space above N.J. Rt. 90 through a perpetual aerial easement for said power, fiber and neutral cables. Such agreements will confirm that PSE&G is fully responsible for all construction activities and PSE&G shall provide all post-construction maintenance of the cables.

Prior to commencement of any work under the Right of Entry and Perpetual Aerial Easement Agreement, PSE&G shall provide the necessary indemnification and evidence of insurance coverage necessary to afford the DRPA the full protections arising out of all suits and claims for damages for loss or injury to person or property arising out of , or in any way connected with the Right of Entry and Perpetual Aerial Easement Agreement or that may be sustained as a result or consequence thereof.

PURPOSE: To adopt a resolution authorizing staff to negotiate and enter into appropriate Right of Entry Agreements, Perpetual Aerial Easement and any other related Agreements that would enable PSE&G to construct and install a series of power, fiber optic and neutral cables above and across a portion of NJ Rt. 90 which is within the property and jurisdiction of the DRPA near the Betsy Ross Bridge east of the N.J. Toll Plaza at the Rt. 90 overpass above Union Ave. in Pennsauken.

BACKGROUND: PSE&G is currently undertaking a project known as “Riverside Network” which involves the installation of two (2) poles on Union Avenue in Pennsauken Township (outside DRPA property) with power, SUMMARY STATEMENT Right of Entry and Perpetual Aerial O&M 6/3/15 Aerial Easement for PSE&G Aerial Power/ Fiber Cables Above Rt. 90 Near Betsy Ross Bridge

fiber optic and neutral cables that would cross NJ Rt. 90 (DRPA property and jurisdiction) thereby creating a new transmission circuit at Union Avenue. The aerial cable installation work will involve traffic control and periodic, short duration closures of Rt. 90 thereby impacting traffic to and from the Betsy Ross Bridge during overnight periods. The perpetual aerial easement would address the ongoing presence of the cabling infrastructure overhead and any future cable maintenance access. Indemnification and compliance with DRPA insurance requirements will be included in the negotiated agreements.

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: Perpetual Aerial Easement Other Parties Involved: Public Service Electric & Gas Company (PSE&G) DRPA-15-074 Operations & Maintenance Committee: June 3, 2015 Board Date: June 17, 2015 Right of Entry and Perpetual Aerial Easement for PSE&G Aerial Power/Fiber Cables Above Rt. 90 Near Betsy Ross Bridge

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority authorizes staff to negotiate and enter into appropriate Right of Entry Agreements, Perpetual Aerial Easement and any other related Agreements permitting Public Service Electric & Gas Company (PSE&G) and its contractors, consultants, agents, employees, and other representatives to access DRPA property in carrying out the installation of power, fiber optic and neutral cables above and across N.J. Rt. 90 near the Betsy Ross Bridge and permitting PSE&G to occupy space above NJ Rt. 90 through a perpetual aerial easement for said power, fiber optics and neutral cables whereby such agreements will confirm that PSE&G is fully responsible for all construction activities and shall provide all post-construction maintenance of the cables. Prior to commencement of any work under the Right of Entry and Perpetual Aerial Easement Agreement, PSE&G shall provide the necessary indemnification and evidence of insurance coverage necessary to afford the DRPA the full protections arising out of all suits and claims for damages for loss or injury to person or property; and be it further

RESOLVED: The Chair, Vice Chair and the Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the DRPA and PATCO. If such agreements, contracts, or other documents have been approved by the Chair, Vice Chair and Chief Executive Officer and if thereafter, either the Chair or Vice Chair is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA and PATCO along with the Chief Executive Officer. If both the Chair and Vice Chair are absent or unavailable and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of DRPA and PATCO. SUMMARY: Amount: N/A Source of Funds: N/A Operating Budget: N/A Capital Project #: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Perpetual Aerial Easement Other Parties Involved: Public Service Electric & Gas Company (PSE&G) PROGRAM PERFORMANCE REPORT Apr-15 (EXCLUDING FEDERAL FUNDING)

2015 PROJECTED 2015 PROJECT CATEGORY # OF PROJECTS 2015 % VALUE SPENT 2015 TARGET % SPENT SPENDING SPENT TO DATE

Ben Franklin Bridge9 $5,450,000 $76,825 1.4% 12.7%

Walt Whitman Bridge8 $16,050,000 $2,002,151 12.5% 16.2% Commodore Barry Bridge7 $27,300,000 $1,356,173 5.0% 20.3% Betsy Ross Bridge2 $9,400,000 $724,968 7.7% 37.2% Multi - or All Bridges7 $5,475,000 $888,537 16.2% 25.2%

DRPA Other2 $725,000 $101,598 14.0% 33.1%

PATCO - DRPA Funded8 $35,200,000 $11,404,117 32.4% 48.9%

PATCO - FTA Funded6 $10,551,000 $539,123 5.1% 19.5%

TOTAL $110,151,000 $17,093,492 15.5% 30.2% $140,000 2015 CUMULATIVE BUDGET $110,151 $120,000

$100,000

$80,000

$60,000 $33,221

$40,000

$20,000 $17,093 $0 JF MA MJ JA SO ND Data Date 2015 Projected Spending Spent to Date

PERFORMANCE COMPARISON TABLE (CUMULATIVE) LAST MONTH THIS MONTH VARS 33% 52% 19%

2015 MONTHLY BUDGET $11,404 $12,000 $11,155 $11,062 $10,389 $9,627 $10,133 $10,000 $9,149 $9,272 $8,119 $8,084 $8,591 $8,000 $6,629 $6,164 $6,000 $4,233 $4,000 $2,247 $2,000 $987

$0 JFM AMJ JAS OND

2015 Projected Spending Actual Monthly Spending

PERFORMANCE COMPARISON TABLE (MONTHLY) LAST MONTH THIS MONTH VARS 13% 93% 80%

FINANCE

1 DELAWARE RIVER PORT AUTHORITY

2 Finance Committee Meeting

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

5 Wednesday, June 3, 2015

6 Commissioners:

7 Jeffrey Nash, Chairman Whitney White 8 E. Frank DiAntonio Elinor Haider 9 John Lisko, Esq., Chief of Staff (for Acting Pennsylvania Treasurer Christopher 10 Craig)(via telephone) Charles Fentress 11

12 Others Present:

13 Amy Herbold, Senior Counsel, New Jersey Governor's Authorities Unit 14 Victoria Madden, Chief Counsel for Auditor General DePasquale (via telephone) 15 Arnold Alston, Vice President, Wells Fargo James Blanda, Executive Director, 16 Camden County Improvement Authority

17 DRPA/PATCO Staff: 18 John Hanson, Chief Executive Officer 19 Michael Conallen, Deputy Chief Executive Officer Kristen Mayock, Esq., Acting General Counsel & 20 Acting Corporate Secretary Stephen Holden, Deputy General Counsel 21 Kathleen Vandy, Assistant General Counsel Richard Mosback, Jr., Assistant General Counsel 22 James White, Chief Financial Officer

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

1 DRPA/PATCO Staff: (continued)

2 David Aubrey, Acting Inspector General Steve Reiners, Fleet Manager, Walt Whitman Bridge 3 John Rink, General Manager, PATCO Bennett Cornelius, Assistant General Manager, PATCO 4 Kathleen Imperatore, Director, Fare Collection Mike Williams, Acting Manager, Corp. Communications 5 Sheila Milner, Administrative Coordinator Elizabeth McGee, Administrative Coordinator 6

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 Action Items:

6 Approval of New PATCO Fare Schedule for 15 Pope's Visit 7 PATCO FREEDOM Card Acceptance on SEPTA Key 8 System 27 Readers - Amendment to Tariff 112 9 (Supplement 16)

10 Discussion:

11 Purchase of Seven (7) Cab Chassis and 33 Seven (7) Hydraulic Systems 12 Executive Session 13 Adjourn 45 14

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

1 PROCEEDINGS

2 (9:37 a.m.)

3 CHAIRMAN NASH: All right. I'm going to call

4 the meeting of the Finance Committee to order and ask

5 the Corporate Secretary to please call the roll.

6 MS. MAYOCK: Chairman Nash?

7 CHAIRMAN NASH: Here.

8 MS. MAYOCK: Commissioner Lisko?

9 COMMISSIONER LISKO: On the phone.

10 MS. MAYOCK: Commissioner DiAntonio?

11 COMMISSIONER DiANTONIO: Here.

12 MS. MAYOCK: Commissioner White?

13 COMMISSIONER WHITE: Here.

14 MS. MAYOCK: Commissioner Fentress?

15 COMMISSIONER FENTRESS: Here.

16 MS. MAYOCK: Commissioner Haider?

17 COMMISSIONER HAIDER: Here.

18 MS. MAYOCK: Do we have Vicci Madden on the

19 phone for General DePasquale?

20 MS. MADDEN: I am.

21 MS. MAYOCK: We have a quorum.

22 CHAIRMAN NASH: Thank you. And thank you,

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

1 everybody, for coming today. We're going to start

2 with a financial update.

3 Mr. White?

4 MR. WHITE: Okay, thank you. Good morning,

5 Commissioners. If you will -- hopefully, everybody

6 has in their packet the sheet that starts "DRPA/PATCO

7 Unaudited Financial Summary for June 2015, as of

8 June 1, 2015."

9 Before I get into that, I just wanted to

10 update the Finance Committee on a couple of things.

11 Number one, we are proceeding with working with the

12 Home Port Alliance related to the loan guarantee that

13 was passed by the Board a month or so ago. In fact,

14 the General Counsel's Office and Steve Holden are

15 working aggressively with them to move the process

16 forward.

17 Steve, do you want to say maybe something just

18 to update us on it?

19 MR. HOLDEN: We have a draft of the guarantee.

20 We have a draft of the agreement -- thanks for

21 inviting me to the big table. We have a draft of the

22 guarantee. We have a draft of an agreement with the

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

1 Home Port Alliance. We're waiting for the bank to

2 send us copies of the note and the security agreement

3 because we want to be sure that the things that we

4 guaranteed the last time are in or not in the

5 guarantee we are giving this time; we want to know

6 exactly what it is we are guaranteeing and what the

7 terms are. We can't know that until we see the note.

8 The bank has not yet prepared the new note.

9 Although, in my conversations with one of the bank

10 vice presidents I was assured that the bank intends to

11 grant the 10-year note and extension. They don't have

12 the documents yet. We're waiting to review them. So

13 we'll make the deadlines.

14 And in the event the bank hasn't prepared the

15 documents for us to review by the end of the term of

16 the note, which is likely, I have an email

17 representation, a guarantee from the bank that they

18 will not collapse the note. They won't enforce

19 payment on the note. That's the current status.

20 Thank you.

21 MR. WHITE: Thank you, Steve. After we

22 actually passed the loan guarantee, I think it was

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

1 even that evening, Home Port Alliance had a board

2 meeting. They were looking at the proposals from four

3 different banks. They narrowed it down to one bank

4 and that's the bank we are working with at this point.

5 So, that just updates you on where we stand in terms

6 of the loan guarantee.

7 The other thing I just wanted to bring to your

8 attention is that every five years we have to do an

9 arbitrage analysis on our bonds to determine if we owe

10 the IRS any money. We recently completed an arbitrage

11 analysis for the 2010 revenue refunding bonds, those

12 are the bonds that are variable-rate bonds and there

13 is no rebate liability, so we're in good shape in

14 terms of that particular analysis.

15 The third item I wanted to bring to your

16 attention before we get into the financials is that we

17 are getting very, very close to initiating the bid

18 process on the replacement transaction for UBS as our

19 counterparty. In bringing you up-to-date every now

20 and then on this, – there is a lot of paperwork

21 involved. There is information we have to send to the

22 rating agencies, etc., but we're looking for that

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

1 transaction to be completed by the end of June. So,

2 that will bring a lot of smiles around the table, at

3 least in terms of John Hanson and me. That will give

4 us a lot more flexibility in terms of dealings with

5 our swap portfolio.

6 So, if you'll turn to the DRPA/PATCO Unaudited

7 Financial Summary, I'll just briefly hit some

8 highlights. Again, because of the very mild winter --

9 it may not seem that way, but in terms of its impact

10 on traffic and revenue, it was mild -- you'll see DRPA

11 traffic is 328,000 vehicles above the March 31, 2014,

12 numbers, a 3.1 percent increase. That's down a little

13 bit from the last report we gave you where we were

14 above 4.5 percent, but my expectation is that our

15 traffic is going to be ahead of plan and higher than

16 the 2014 actuals as a result of the mild winter.

17 In terms of the toll revenues, toll revenues

18 are $2.7 million above last year. Again, we decrement

19 our forecast related to -- well, actually, I will get

20 to the budget piece. But, again, this reflects that

21 we didn't really have that much of a snow impact or

22 inclement weather during the first quarter, so really

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

1 excellent numbers both in terms of DRPA traffic and

2 revenues against last year.

3 In terms of PATCO ridership and net passenger

4 revenue, we are -- our numbers through April are

5 slightly worse, not by a whole lot, and there was

6 little change in terms of the net passenger revenue

7 numbers. So, we're slightly ahead in net passenger

8 revenue figures, slightly behind last year in terms of

9 ridership.

10 In terms of DRPA traffic and toll revenues

11 against the budget, you'll see that we are 2.6 percent

12 above the budget and we are 4.7 percent above the

13 budget related to toll revenues. Again, we forecasted

14 roughly $2.8 million, assuming we'll be impacted by

15 snow. Obviously, if that doesn't happen, then our

16 actual is going to be much higher than the budget.

17 PATCO ridership year-to-date versus the

18 budget; $150,000 below budget, or 4.4 percent. Again,

19 there is some snow impact as far as those numbers and

20 we do have the ongoing Track Rehab Project that's

21 still having some impact, we believe, on the ridership

22 and perhaps even some of the lower gas prices earlier

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

1 in the year.

2 Net passenger revenue is actually ahead of

3 budget, slightly ahead of budget, but that's a good

4 sign.

5 In terms of operating expenses, you see the

6 combined numbers between DRPA and PATCO. We're

7 roughly 13.1 percent below budget. Those numbers

8 again, as we go toward the summer and toward the fall,

9 those numbers are going to tighten up very, very

10 quickly. But, again, a lot of the impact right now is

11 on the payroll side where we, at this point, our

12 actuals are below budget significantly.

13 In terms of capital expenditures, you'll see

14 that is lagging against 2014. 2014 numbers were

15 higher than our May 31 numbers versus actual, but we

16 expect that to accelerate going forward.

17 Project Fund; we still have over $200 million

18 in the Project Fund. One error for those of you who

19 may be on the phone, but I did give the adjusted

20 numbers to those who are present, where it says

21 decrease in the project fund balances -- the

22 $1.6 million -- that actually should be $10 million,

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

1 to reflect the total capital expenditures right above

2 that line.

3 We still have good growth in the General Fund

4 balances.

5 If you'll turn to the next page; nothing too

6 much to highlight, other than the value of the swaps.

7 Were we to terminate them, it would be around

8 $154 million. It's a positive change from last month.

9 And again, we hope to have that transaction completed

10 by the end of June.

11 That summarizes the stats for this month. Any

12 questions?

13 CHAIRMAN NASH: Any questions on the phone?

14 MR. HANSON: Can I just make one comment?

15 With respect to the earlier item, the IRS arbitrage

16 analysis that Jim talked about; we're a government, so

17 we don't typically pay taxes. The issue here is that

18 we issue bonds at a tax-free rate and so we can't

19 invest the money and earn more than the interest rate

20 that we're paying.

21 In its simplest form, that's what we've done.

22 We ensure that we didn't earn more on the money than

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

1 we pay in interest or we would owe that to the IRS.

2 MR. WHITE: One thing that I failed to discuss

3 in terms of the April operating expenses related to

4 PATCO; that includes a $325,000 charge to direct

5 materials for obsolete inventory. The number could,

6 as we continue to analyze the inventory, grow to as

7 high as $600,000; so it's something that we have to

8 keep track of so that PATCO does not exceed its 2015

9 operating budget. I just wanted to make those

10 comments there.

11 CHAIRMAN NASH: All right. Looks like we're

12 in very good financial shape.

13 MR. HANSON: We're in good financial shape.

14 The point that Jim is making on the obsolete

15 inventory, though, is that the combination of obsolete

16 inventory and the Pope's visit is going to put a lot

17 of pressure on the operating budget.

18 The way that obsolete inventory works, it's

19 not a cash transaction. When inventory is purchased,

20 it's not -- it's reflected as a purchase, as an asset.

21 It doesn't go into expense. And then as we withdraw

22 the inventory to use it on the PATCO line, it gets

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

1 charged against the budget. So the money for the

2 obsolete inventory was spent many years ago. It

3 doesn't hit the operating budget until we withdraw it.

4 What has happened in our preparations for the

5 new computer system, the new ERP system, is that they

6 are identifying inventory that is no longer usable.

7 When they remove it from the store room and

8 essentially scrap it, it gets expensed to the

9 operating budget. So, even though there is no money

10 that's spent, there is a reflection that obsolete

11 inventory has now become an expense.

12 It's not something that was planned in the

13 course of this year's budget, so that is why Jim is

14 raising the issue.

15 CHAIRMAN NASH: That's fair. This sounds like

16 an accounting issue that you have to grapple with.

17 MR. HANSON: And it has to do with the

18 changeover to the new cars where all the old inventory

19 is not going to be useable anymore.

20 COMMISSIONER HAIDER: I'm sorry. What was the

21 dollar amount of obsolete inventory?

22 MR. WHITE: The chart through April is

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

1 $325,000, so PATCO was still -- as you look at the

2 numbers, it's still around $1.7 million under budget.

3 But that number is expected to get higher as we

4 complete that analysis in terms of obsolete inventory.

5 MR. RINK: The Director of Finance, he

6 anticipates that potentially that could be up to

7 $600,000 by year-end.

8 COMMISSIONER HAIDER: Okay, okay.

9 CHAIRMAN NASH: You should put an asterisk

10 next to that number when you're inputting in the

11 budget, so we know.

12 MR. WHITE: Very good.

13 COMMISSIONER HAIDER: And, I'm sorry, do we

14 see it somewhere in this financial statement? I'm

15 not --

16 MR. WHITE: Yeah, it would be -- well, you

17 don’t see it broken out, but actually you see it in

18 the 2015 year-to-date actuals.

19 CHAIRMAN NASH: Year-to-date actuals.

20 COMMISSIONER HAIDER: So you're netting it out

21 of that?

22 MR. WHITE: It's included in that number.

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

1 CHAIRMAN NASH: Part of it.

2 MR. WHITE: Yes, it's part of that number.

3 COMMISSIONER HAIDER: It's included. The

4 first $325 has been included there, okay.

5 MR. HANSON: Right. It's in there. It hit

6 the expenses already and it's in there, but it wasn't

7 planned for.

8 CHAIRMAN NASH: So your actuals are actually

9 $325,000 less, but you have to add this as an

10 accounting procedure.

11 MR. HANSON: Right.

12 CHAIRMAN NASH: So that's where you're even in

13 a better -- that's great. Okay. Now, we have some

14 exciting items on the agenda, today. No, I'm not

15 being sarcastic.

16 The first item is the new PATCO fare schedule

17 for the Pope's visit.

18 MR. RINK: Thank you, Mr. Vice Chair,

19 Commissioners. We're seeking authorization from the

20 Board to implement a revised schedule of fares that

21 will be effective on Saturday, September 26th, and

22 Sunday, September 27th, during the Pope's visit to

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

1 Philadelphia. We have it specifically described in

2 Attachment A to the Summary Statement and Resolution.

3 What we are looking at planning to do is, we

4 would implement a one-day pass to ride the system for

5 $5 and a two-day pass for $10. They will all be

6 placed on smart cards.

7 As you know, the Pope is visiting and there

8 will be various events held in the city on a Saturday

9 and Sunday. During this time, PATCO and the region

10 expects unprecedented crowds during the visits and

11 that will place strains on our regional

12 transportation. We need to move a very large number

13 of customers effectively and safely, and a lot of this

14 is based on our experience when the Phillies had won

15 the World Series.

16 During these two dates, PATCO will not sell

17 any of its standard, paper magnetic tickets. We will

18 only utilize the smart cards. The smart cards won't

19 jam our ticket machines or fare gates and we will not

20 have to empty the bins of numerous tickets during that

21 day. Emptying the bins of tickets would cause us to

22 take the fare gates out of service, which would lead

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

1 to backups.

2 The $5 and $10 charge that we propose will

3 allow easy change for cash transactions during window

4 sales and will allow for quick processing. By

5 utilizing only the smart cards, we'll also have the

6 ability to pre-sell the passes months in advance,

7 which we're gearing up for now.

8 Any of our existing customers with FREEDOM

9 Cards that ride the system that day, they can use

10 their cards as normal; they'll pay $2.50 for a single

11 ride. So that day, we will sell the passes and there

12 will be unlimited rides. You pay one fare -- $5 on

13 the Saturday -- and you could ride back and forth

14 unlimited. This varies versus our standard zone-based

15 system where you pay based on where you enter and exit

16 the system.

17 CHAIRMAN NASH: Can I ask a whole bunch of

18 questions?

19 MR. RINK: Sure.

20 CHAIRMAN NASH: You said you're selling the

21 cards in advance. Are you capping the number of cards

22 that you're going to sell to avoid overselling the

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

1 cards? Because people are going to go and come into

2 Philadelphia, presumably at a designated time in

3 advance of the Pope's, actual public participation.

4 How do you envision handling pre-sale, capping the

5 number of cards and avoiding the nightmare of too many

6 people showing up in our stations?

7 MR. RINK: With the presales, we haven't set

8 any limit on that. Most of it would be the tour buses

9 that are coming in and we would sell those in bunches

10 to them. The amount of tickets and what we can

11 process that day; we assume we could get over 10,000

12 people an hour through our gates, through our system,

13 into the city.

14 CHAIRMAN NASH: We can?

15 MR. HANSON: Yeah, we -- according to the work

16 that PATCO has done, we believe that about 10,000

17 people an hour can be moved, assuming that everything

18 runs smoothly. Whether we cap the sales or not, I

19 think that there is a likelihood that too many people

20 are going to show up, based on what we're hearing in

21 terms of projections.

22 People who don't hear about pre-sales are

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

1 going to show up with the expectation of buying a

2 ticket. We've made arrangements to be able to sell

3 tickets in accordance with some of your suggestions,

4 in fact, Vice Chairman Nash -- to be able to have

5 people with portable debit card readers set up to do

6 that or credit card readers set up to do that.

7 I think that there is going to be a lot of

8 people at PATCO. There's going to be a lot of people

9 in the city. I think that anywhere anybody goes,

10 there is going to be a long line, whether it's our

11 facility or anything else. And I don't believe that

12 us capping ticket sales is going to help that aspect

13 of it very much.

14 CHAIRMAN NASH: I agree with that. That's

15 true. People are going to show up not knowing what to

16 expect. But this is more than the Phillies. This is

17 the Phillies, Eagles, Sixers, and the Flyers all

18 having a parade on the same day and throwing us all in

19 the --

20 COMMISSIONER HAIDER: Wings. Union.

21 MR. RINK: We did purchase -- and that was

22 presented to the Board two months ago -- we did buy

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

1 75,000 extra cards, smart cards, for the event. So we

2 shouldn’t have a problem with the pre-sales with the

3 number of smart cards we'll have available for them.

4 CHAIRMAN NASH: You're limiting the number of

5 stations that are coming from Jersey?

6 MR. HANSON: No decisions have been made on

7 that yet. At this time, we're working closely with

8 our partners, our transit partners, as well as law

9 enforcement, to try and come up with how this is all

10 going to work. It's very fluid right now. There is a

11 lot of scenario-based planning going on and there

12 really is no solid information, yet, on how we could

13 do that.

14 CHAIRMAN NASH: And I have to compliment you.

15 I know that your administration has been working on

16 this from the day the Pope announced that he was

17 coming to Philadelphia. So it's a very difficult

18 operational task and I compliment you on working --

19 you know, the security alone is a full-time job, so

20 I'm confident that you'll be able to do it as well as

21 possible.

22 I did speak with counsel for SEPTA and I know

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

1 that they're grappling with the same issues. They are

2 also looking to have a special track, so what you're

3 doing is not different really than what SEPTA is

4 doing. So at the end of the day, it'll all work out.

5 It'll be a great event for the Delaware Valley.

6 MR. HANSON: We're working with SEPTA. We're

7 working with New Jersey Transit, with a myriad of law

8 enforcement agencies to do the best we can to

9 transport people safely, as many people as possible to

10 and from the city. And it is going to be a huge

11 event.

12 MR. RINK: We're seeking approval to revise

13 your schedule of fares to include those -- the one-

14 day, and the two-day passes.

15 CHAIRMAN NASH: One question that you briefly

16 touched on; there is a limited number of regular

17 riders, especially in the healthcare industry, that

18 use PATCO to get to and from Philadelphia. How are

19 you going to work with those, I guess, like 2,000

20 riders a weekend or a day during the weekend? How --

21 are you going to ask them to buy the passes as well?

22 MR. RINK: No. They’ll use our existing

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

1 FREEDOM Card.

2 CHAIRMAN NASH: It does work?

3 MR. RINK: It will work, yes. And they'll

4 only be charged --

5 CHAIRMAN NASH: Okay. I didn't understand

6 that. So you can use the FREEDOM Card --

7 MR. RINK: Correct.

8 CHAIRMAN NASH: -- without buying a pass.

9 MR. HANSON: The difference is it's just going

10 to be a one-way fare; whatever way you go, $2.50.

11 Because the one thing that I think we are pretty sure

12 of -- and, John, correct me if I'm wrong – is that

13 we're just going to have the gates open as they leave;

14 so we're not going to hold people up to have to tap

15 out. Since we're doing that, it's just going to be a

16 $2.50 fare one-way.

17 MR. RINK: Correct. You'll tap into the

18 system. You'll go over to the city and you'll exit

19 right away. You won't have to go through the fare

20 gates. And then, when we bring everyone back, it will

21 be the same. We'll just let you back on the train.

22 CHAIRMAN NASH: Okay. And, obviously, you're

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

1 going to have police there to make sure you're not

2 having 50,000 people running into our brand new cars.

3 MR. RINK: Correct.

4 CHAIRMAN NASH: Okay. Are there any

5 questions? This is very exciting. I know it's very

6 hard work.

7 COMMISSIONER WHITE: I have a question. You

8 guys probably addressed it, but please refresh my

9 memory.. Have we any projections on what we're

10 looking to make on this visit?

11 MR. HANSON: On what?

12 COMMISSIONER WHITE: On the Pope's visit, in

13 terms of revenue, any update? Do you have any

14 projections on that?

15 CHAIRMAN NASH: That's a good question.

16 MR. HANSON: Well, if we can move 100,000

17 people roughly -- is what we're planning -- in one

18 direction; so it would be 200,000 times $2.50,

19 essentially.

20 MR. RINK: Well, if they all bought one-day

21 passes, it could be up to a million.

22 MR. HANSON: Oh, yeah, two days.

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

1 MR. RINK: Yeah, it will be two days, 200,000

2 customers with a one-day pass at $5.00, it would be

3 roughly a million dollars.

4 MR. HANSON: So it could be a million dollars.

5 Expenses are going to be very high though.

6 MR. RINK: The amount of staff, as I said, the

7 operating expenses, and the amount of staff that we're

8 going to need to supplement, to run the service.

9 MR. HANSON: And at the bridges, as well.

10 We're going to be facing significant staffing,

11 scheduling challenges, as well as costs.

12 CHAIRMAN NASH: So, the million dollars will

13 be offset by the extra costs that we're going to have

14 to face.

15 COMMISSIONER WHITE: Overtime, etc.

16 MR. HANSON: If I'm guessing, it's going to

17 more than offset.

18 COMMISSIONER HAIDER: Would revenue from

19 advertising be impacted in some way? Presumably, you

20 could price it differently.

21 CHAIRMAN NASH: And as a supplement to that,

22 it's a very good question. I'm sure you've been

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

1 approached by vendors who are looking to set up. Any

2 time you have those kind of numbers running through

3 one spot, the vendors are going to look to sell

4 memorabilia, things like that.

5 MR. HANSON: We haven't been approached. And

6 I don't know --

7 CHAIRMAN NASH: I don't know where you would

8 put them, but --

9 MR. HANSON: Yeah. I don't know what our

10 response would be to that. In terms of advertising

11 though, John, can you touch base with Titan on that,

12 who is our -- that's our company that handles that.

13 MR. RINK: They have been looking at ideas for

14 that and the fact that the Pope will be here, so I'll

15 follow-up with Titan on that. There might be --

16 they're looking at opportunities in regards to that.

17 COMMISSIONER DiANTONIO: Just a thought that

18 came to mind, how about the handling of handicapped

19 persons with wheelchairs and so forth; any provisions

20 made in reference to that?

21 MR. RINK: All the stations have elevators, so

22 that won't be an issue if somebody --

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

1 COMMISSIONER DiANTONIO: No, I mean in lines

2 and so forth.

3 MR. RINK: We're going to have staff on the

4 platforms and on the trains, so we would make sure

5 that they are accommodated.

6 CHAIRMAN NASH: You know that's a very good

7 question. It's going to be crowded.

8 Any other questions?

9 Good job.

10 MR. RINK: We need approval?

11 CHAIRMAN NASH: I was just going to say put

12 another asterisk in your -- we'll have a double

13 asterisk, that's money from the Pope versus -- you're

14 going to need a keyboard to figure out your big chart.

15 So there is a resolution that's been

16 presented. Is there a motion to adopt?

17 COMMISSIONER HAIDER: So moved.

18 COMMISSIONER DiANTONIO: Second.

19 CHAIRMAN NASH: All those in favor?

20 ALL: Aye.

21 CHAIRMAN NASH: Opposed?

22 So this goes on this coming June 17th agenda,

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

1 John?

2 MR. RINK: Correct.

3 CHAIRMAN NASH: All right. The next item is

4 PATCO FREEDOM Card acceptance on SEPTA key system

5 readers, amendment to Tariff 112, Supplement 16.

6 John?

7 MR. RINK: Thank you, Mr. Vice Chair,

8 Commissioners. We're seeking authorization to

9 negotiate a memorandum of agreement with SEPTA and

10 amend our current interline transfer agreement to

11 allow acceptance of PATCO's FREEDOM stored-value card

12 at SEPTA's transit system key program point-of-entry

13 readers at a non-discounted rate.

14 The purpose of the agreement is to continue

15 the transfers under our current tariff by allowing use

16 of the FREEDOM Card on any SEPTA vehicle. That's

17 their bus, regional rail, the regular rail trolley.

18 Any place that SEPTA will have their new key system

19 point-of-entry readers, we'll be able to use --

20 customers will be able to use -- their FREEDOM Card to

21 do that, but at a non-discounted rate.

22 Under our current agreement, we currently sell

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

1 roundtrip, two-part paper transfers at our ticket

2 vending machines and we act as an agent for SEPTA.

3 The first part of the transfer is valid for 60 minutes

4 from the time-of-issue and then they get a second part

5 that's valid for 24 hours.

6 Our customers pay about -- they pay $3.10.

7 The normal roundtrip cost is $3.60. This 50-cent fare

8 discount is equally shared between us and SEPTA. It

9 allows only transfers on select SEPTA's routes – the

10 Market-Frankford subway elevated, the Broad-Ridge

11 subway, and some trolleys and bus routes.

12 When SEPTA goes to their new system, they will

13 no longer accept these paper transfers; therefore,

14 we'll no longer accept those paper transfers from our

15 TVMs. So once SEPTA goes to their new system, the

16 paper transfers that we currently have will disappear.

17 CHAIRMAN NASH: Do you know when that is,

18 John?

19 MR. RINK: I have Kathy. Kathy Imperatore is

20 Director of Fare Collections. She has been working

21 with SEPTA on this. I'll let Kathy answer that one.

22 CHAIRMAN NASH: Kathy?

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

2 MS. IMPERATORE: SEPTA is currently in a pilot

3 phase and they have not announced when they're going

4 to roll-out their system.

5 CHAIRMAN NASH: Are they going to implement

6 that in their entire system eventually?

7 MS. IMPERATORE: Yes.

8 MR. RINK: So if our customers want to

9 transfer onto SEPTA, they will have to re-register

10 their cards, their FREEDOM Cards. Right now, you

11 currently can register or not register your cards. We

12 recommend to all of our customers to register their

13 card in case it's lost. You can make sure we put the

14 money back on the card and turn it off, and then

15 transfer that balance onto a new card. If they don't

16 register, we have no way to assist them.

17 However, if they register for us, in order for

18 them to work on the SEPTA system, they'll have to

19 re-register their cards and that will allow them use

20 their cards on the SEPTA system. So what this

21 agreement will allow is, once you register your card,

22 you'll be able to use that throughout SEPTA's system.

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

1 And then SEPTA will bill us and we'll reimburse them

2 for any of those transactions.

3 It's a great new day in regards to that.

4 Basically, right now, we have about 800 of our

5 customers purchase these paper transfers from our

6 system. One thing that will disappear is that ability

7 to get that discounted transfer rate.

8 CHAIRMAN NASH: There are 800 customers a-day

9 that transfer?

10 MR. RINK: There's more than that, but only

11 800 purchase the transfer ticket, the $3.10 ticket.

12 CHAIRMAN NASH: I'm surprised it's that high.

13 MR. RINK: They are moving to eliminate those

14 paper transfers from not just here but throughout the

15 whole system, correct?

16 MS. IMPERATORE: That's correct.

17 CHAIRMAN NASH: What about reverse? Will we

18 accept SEPTA's version of the FREEDOM Card?

19 MR. RINK: At this time, no, but there is that

20 capability to do it in the future, if we so desire.

21 But for our customers right now who transfer over, if

22 they register their cards, they can use their cards on

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

1 SEPTA's system.

2 So what we'd like to do with this is to

3 develop a memorandum of understanding that will allow

4 us -- for our customers to use their FREEDOM Card on

5 SEPTA's system. And then it allows us -- allows SEPTA

6 to bill us and for us to reimburse them for that cost.

7 Kathy, did I miss anything else?

8 CHAIRMAN NASH: Any questions?

9 COMMISSIONER HAIDER: Yeah, can you go through

10 aggregate cost and savings? I mean, what is the

11 current cost with the paper transfer system, for

12 example? Can you give me a little bit of a

13 cost/benefit on this?

14 MR. RINK: Actually, with that portion, the

15 discount transfer rate as listed in the Summary

16 Statement. Basically, PATCO puts out over $50,000 a

17 year in costs. It costs us. We are picking up that

18 difference in that discount, so it would be a net

19 savings to us over $50,000.

20 COMMISSIONER HAIDER: Any other forms of

21 savings; for example, managing the paper transfer

22 system? I have no idea what those kinds of costs

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

1 involve in a paper system like the --

2 MS. IMPERATORE: Actually, we're going to be

3 taking those costs onto the back-end, so we're going

4 to have to electronically take care of these

5 transactions now. So, I don't really see a cost

6 savings.

7 MR. RINK: One thing we will have to do is --

8 we will have costs to modify our software systems in

9 Cubic. We are working on those proposals and we'll

10 present them to the board for approval. But we will

11 have to modify our -- as Kathy mentioned -- our

12 backroom software to be able to do all those

13 transactions; so, there's a cost associated with it.

14 COMMISSIONER HAIDER: So it would be helpful

15 to see a cost/benefit analysis of the whole system at

16 some point? I mean, I understand this just allows for

17 the negotiation with SEPTA. But when you're ready

18 with that information, it would be helpful to see that

19 --

20 MR. RINK: Sure. We'll put that together.

21 CHAIRMAN NASH: I don't know, are you okay

22 with moving forward?

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

1 COMMISSIONER HAIDER: Sure, yes, of course.

2 CHAIRMAN NASH: Are there any other questions?

3 Seeing none, I'll take a motion to adopt this

4 resolution of the Finance Committee.

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?

11 All right, that will also be on this coming

12 agenda.

13 The third item was presented at the O&M

14 Committee earlier this morning. I'm presuming that's

15 true since this was drafted prior to the O&M

16 Committee.

17 MR. HANSON: Correct.

18 CHAIRMAN NASH: It's the purchase of seven cab

19 chassis trucks and seven hydraulic systems.

20 Mr. Reiners?

21 MR. WHITE: Before Steve gives us some

22 background on this, one of the reasons CEO Hanson

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

1 suggested that we bring this before the Finance

2 Committee is because this represents part of a

3 different approach that we're taking to vehicle

4 purchases. Steve and/or Dan Auletto, Acting COO, will

5 get into it -- but essentially, Operations approached

6 me and John Hanson, about putting together a five-year

7 plan related to when we go about purchasing vehicles.

8 We pass the capital budget at the end of the

9 year and it goes into effect in January. What happens

10 in many cases is that we find ourselves at the back-

11 end of the manufacturing cycle and, therefore,

12 sometimes we can't get the vehicles, or sometimes I

13 believe we get the vehicles actually at a higher

14 price.

15 As mentioned by Vice Chair Nash, this was

16 presented to the O&M Committee, but we wanted to at

17 least advise the Finance Committee of a different

18 approach related to vehicle purchases and how we're

19 going to carry that forward in the Capital Plan.

20 So, Steve or Dan, do you want to speak to the

21 resolution?

22 MR. REINERS: Yeah. We took the same approach

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

1 that Engineering takes with their five-year look-ahead

2 for projects. We will have a better understanding as

3 to what we expect we're going to spend over the next

4 five years for vehicles. This being said --

5 CHAIRMAN NASH: Steve, when you say

6 "vehicles," it's not all trucks. You're talking about

7 the entire fleet?

8 MR. REINERS: Police cars, pickup trucks; not

9 only for the Port Authority, but for PATCO, also.

10 MR. WHITE: Right.

11 MR. REINERS: So this way we have an

12 understanding of what the budget is going to look like

13 over the next five years, similar to what Engineering

14 does.

15 That being said, one of the things we looked

16 at with the chassis this year was that New Jersey has

17 not changed their pricing for five years now.

18 Pennsylvania has changed the pricing on the State

19 contract. So we thought it would be of benefit to the

20 Port Authority to take advantage of that pricing this

21 year and purchase the vehicles this term.

22 I think one of the reasons that we're bringing

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

1 it to the Finance Committee is because we're also

2 asking to do a capital change order from WB-13-01,

3 which is the Walt Whitman Bridge paint contract, to

4 take the money from that contract to purchase the

5 trucks this year.

6 Our expectation is that we would roughly be

7 saving around $358,000 by purchasing this year. Right

8 now, the State contract for PA is $142,000 per truck;

9 we would be purchasing just the cab for $71,000 off

10 New Jersey's contract and another $20,000 per truck

11 off the PA CoStar contract for the hydraulic systems,

12 at this point.

13 Again, we talked -- Mr. White talked about the

14 purchasing process. We run a calendar-based budget at

15 this point, and the states are always on a fiscal

16 budget from July to June. One of the problems that we

17 run into there is we are constantly -- in January and

18 February -- running into a situation where we're right

19 up against cut-off dates, which at that point means

20 we're not receiving the trucks till middle of the

21 summertime. And by the time we retrofit the trucks,

22 we're actually getting them out even later in the

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

1 year, rather than seeing at the beginning of the year.

2 MR. HANSON: So another way to explain it, to

3 sort of combine Jim's explanation and Steve's

4 explanation, the vehicle -- we've always been a year

5 behind in the way we budget for these types of

6 vehicles. The State contracts are based on the way

7 manufacturers roll out the vehicles. Manufacturers

8 roll out the vehicles late summer or early fall.

9 That's how it starts.

10 Our budget gets presented in December and then

11 goes through a veto period, so that we can't really

12 access the budget until late in January and then

13 you've got our procurement process to go through,

14 which always puts us up against the deadlines for the

15 purchase of vehicles. It makes it difficult in terms

16 of going through the procurement process to meet the

17 end-of-the-model year, essentially, for vehicles.

18 So what they're talking about doing is

19 budgeting essentially a year ahead. What that means

20 is -- that's why the discussion about the paint

21 contract -- is we're adding essentially what would

22 have been next year's vehicle purchase under the old

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

1 way. We're not going to increase the capital budget.

2 We're going to move money into a project that won't be

3 spent this year in order to cover that so the capital

4 budget doesn't need to be increased. Then going

5 forward every year, we'll be ahead of the model year

6 with the budget, as opposed to chasing it and being

7 behind.

8 I don't know if that was any easier to

9 understand?

10 CHAIRMAN NASH: Not really. But why don't you

11 just amend the capital budget to reflect that you --

12 instead of borrowing money from the Walt Whitman

13 project, just amend the budget to place money from the

14 Walt Whitman into --

15 MR. HANSON: That's what we're asking you to

16 do. That's exactly what we're asking you to do.

17 CHAIRMAN NASH: Okay.

18 MR. HANSON: We're not borrowing it. We're

19 just saying that we're not going to spend it, so we

20 want to amend the capital budget as part of this to

21 take the money that won't be spent in the Walt Whitman

22 Bridge --

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

1 CHAIRMAN NASH: Got it.

2 MR. HANSON: -- and add it to vehicles and

3 then that's going to put us a year ahead so that we'll

4 be purchasing right in the model year, as opposed to

5 chasing the end of the model year.

6 CHAIRMAN NASH: Got you. You had a question?

7 COMMISSIONER DiANTONIO: Yeah, well, actually,

8 a comment. Which makes sense in a way, because if

9 you're buying the chassis with the hydraulic system

10 and the truck, using the bed that's on the previous

11 truck, that makes sense.

12 Also, the model year usually changes in

13 September, which would be a 2016 versus a 2015.

14 MR. HANSON: Right.

15 MR. WHITE: Correct.

16 COMMISSIONER DiANTONIO: So you're using that

17 money ahead, which, in my opinion, makes a lot of

18 sense if the bed, itself, is material that's not

19 rotting away.

20 What type of material is that? Is it aluminum

21 --

22 MR. REINERS: Stainless steel.

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

1 COMMISSIONER DiANTONIO: Stainless steel?

2 MR. REINERS: Stainless steel or aluminum.

3 COMMISSIONER DiANTONIO: In my opinion, it's

4 excellent in reference to doing it that way. We

5 mentioned that at the O&M, but I didn't know that it

6 went to cars also, as far as police cars and whatever,

7 looking ahead like that.

8 MR. HANSON: Because the model year -- you're

9 exactly right. The model years, that's when they

10 change, in September. That's why, historically, the

11 new television shows have always been rolled out in

12 September to capitalize on the automobile advertising.

13 CHAIRMAN NASH: Now, I support getting

14 vehicles, but only when you need them, you know. I

15 don't want you -- one of the dangers of doing a

16 five-year plan is that if you have this -- I don't

17 mean dangerous in a dangerous sense.

18 I mean, one of the concerns that I have is

19 that if you have it budgeted over a five-year period

20 like you're planning to do, are you going to simply

21 replace vehicles that don't need to be replaced

22 earlier than they should?

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

1 MR. REINERS: Most of the vehicles that we're

2 looking at under the five-year plan right now, there

3 are a few that are '99, and we're excluding the

4 heavier equipment. These are just cars and trucks, at

5 this point. Most of those vehicles are either from

6 2004 or older at this point, and we're going to try

7 and go from the older vehicles first to where the

8 2004s would be later in the budget process.

9 COMMISSIONER DiANTONIO: Would they be traded

10 or would they be auctioned?

11 MR. REINERS: They would be auctioned out.

12 We're not looking to increase the number of vehicles

13 that we have, just the -- because, again, by the end

14 of the five-year plan, you're looking at 2019, and

15 those 2004 vehicles are 15 years old.

16 COMMISSIONER DiANTONIO: Right. So they would

17 be auctioned off at 15 years old.

18 MR. REINERS: Yeah.

19 COMMISSIONER DiANTONIO: Okay.

20 CHAIRMAN NASH: And as you're planning, Steve,

21 -- this is sort of a parenthetical to what we're

22 talking about -- we have partners to engage in

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

1 sustainability talks and to reduce our carbon

2 footprint, and vehicles are a part of that. I would

3 like to work with you to make sure that we are getting

4 the best vehicles for the environment as possible.

5 And anytime there is, you know, whether it be

6 a natural gas vehicle or a battery fueled vehicle, if

7 there is a practical possibility of buying one, even

8 if it may be a little bit more expensive, I think that

9 is something that we should talk to our soon-to-be -

10 formed Sustainability Committee about. So, we'd like

11 to work with you on that.

12 MR. HANSON: But, they're not just a little

13 more expensive. The lifecycle costs right now are

14 significantly more expensive. I think it's a great

15 idea to have this committee so that we can get

16 direction on goals that we should be meeting in terms

17 of reducing the carbon footprint and what we're

18 prepared to spend in additional costs on vehicles and

19 costs on other things to meet those goals.

20 I think that's a great idea and it needs to be

21 done in an integrated fashion where we have goals,

22 targets, and we're prepared to talk about just how

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

1 much money we are willing to invest to meet those

2 goals.

3 CHAIRMAN NASH: That's why I used the word

4 "practical." My practical may be different than your

5 practical.

6 MR. HANSON: But once the Board gives us the

7 goals, once the Sustainability Committee gives us

8 those goals and cost parameters, there is recognition

9 that we're spending money to achieve those goals, and

10 to me, then it is practical. What isn't practical is

11 to spend significantly more money if you're not

12 chasing a goal.

13 CHAIRMAN NASH: Right, I agree.

14 MR. HANSON: If you're not going after a

15 target.

16 CHAIRMAN NASH: No, I totally agree. I think

17 all the commissioners would agree with that, John.

18 COMMISSIONER DiANTONIO: One more question.

19 The hydraulic system, was that bidded-out with DeHart?

20 Were there other bids besides DeHart for hydraulic

21 systems?

22 MR. REINERS: It was off the CoStar contract

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

1 in PA, which is a State contract. It was not -- it

2 was in the standard, the same kind that we currently

3 have right now, which is a new electronic that came

4 off the PA State contract, so we standardized that

5 whole system.

6 COMMISSIONER DiANTONIO: Okay.

7 CHAIRMAN NASH: Was a resolution presented to

8 O&M?

9 MR. REINERS: Yes.

10 CHAIRMAN NASH: So we don't need to move on

11 anything on that by Finance.

12 Are there any other questions for this issue?

13 Anybody on the phone have any final questions on this?

14 Seeing none, I am going to -- are there any

15 other issues for public discussion?

16 CHAIRMAN NASH: All right. Seeing none, I'll

17 take a motion to go into closed session to talk about

18 issues with the contract.

19 COMMISSIONER FENTRESS: Move the motion.

20 COMMISSIONER DiANTONIO: Second.

21 CHAIRMAN NASH: All those in favor?

22 ALL: Aye.

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

1 CHAIRMAN NASH: Opposed?

2 (Whereupon, at 10:23 a.m., on Wednesday,

3 June 3, 2015, the meeting adjourned.)

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

1 CERTIFICATE

2 This is to certify that the attached

3 proceedings before the Delaware River Port Authority,

4 Finance Committee on June 3, 2015, were held as herein

5 appears, and that this is the original transcript

6 thereof for the file of the Authority.

7 FREE STATE REPORTING, INC. 8

9 ______10 Tom Bowman (Official Reporter) 11

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 AUDIT 1 DELAWARE RIVER PORT AUTHORITY

2 Audit Committee Meeting

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

5 Wednesday, June 10, 2015

6 Committee Members:

7 Eugene DePasquale, Chairman (via telephone) Rick Taylor, Vice Chairman 8 Elinor Haider (via telephone) Richard Sweeney (via telephone) 9

10 Others Present:

11 Ryan Boyer, Chairman to DRPA/PATCO Board Rohan Hepkins, Commissioner 12 David Dix, Assistant to Chairman Boyer Amy Herbold, Senior Counsel, New Jersey Governor's 13 Authorities Unit (via telephone) Victoria Madden, Chief Counsel for Auditor General 14 Eugene DePasquale (via telephone) John Dougherty, Business Manager, IBEW Local 98 15 David Rapauno, Esq., Duane Morris LLP (Pennsylvania Counsel) 16 Jennifer Bertino, Bowman & Company Jarred Corn, Bowman & Company 17 Charles Holmes, Holmes & Company

18 DRPA/PATCO Staff: 19 John Hanson, Chief Executive Officer 20 Michael Conallen, Deputy Chief Executive Officer Kristen Mayock, Acting General Counsel & 21 Acting Corporate Secretary Stephen Holden, Deputy General Counsel 22 James White, Chief Financial Officer

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

1 DRPA/PATCO Staff: (continued)

2 Toni Brown, Chief Administrative Officer David Aubrey, Acting Inspector General 3 John Rink, General Manager, PATCO (via telephone) Bennett Cornelius, Assistant General Manager, PATCO 4 (via telephone) John Lotierzo, Director of Finance, PATCO 5 (via telephone) Sheila Milner, Administrative Coordinator 6 Elizabeth McGee, Administrative Coordinator

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 Executive Session 5

5 Approval of 2014 Financial Audit Exit Conference 6 Report and Required Communications and 6 the Summary Statement & Resolution

7 Adjourn 8

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

1 PROCEEDINGS

2 (9:37 a.m.)

3 CHAIRMAN DePASQUALE: I'd like to call the

4 meeting of the Audit Committee of the Delaware River

5 Port Authority to order and ask the Corporate

6 Secretary to call the roll.

7 MS. MAYOCK: Board Chairman Boyer?

8 BOARD CHAIRMAN BOYER: Here.

9 MS. MAYOCK: General DePasquale?

10 CHAIRMAN DePASQUALE: Here.

11 MS. MAYOCK: Vice Chairman Taylor?

12 VICE CHAIRMAN TAYLOR: Here.

13 MS. MAYOCK: Commissioner Haider?

14 COMMISSIONER HAIDER: Here.

15 MS. MAYOCK: Commissioner Hepkins?

16 COMMISSIONER HEPKINS: Here.

17 MS. MAYOCK: Commissioner Sweeney?

18 Commissioner Sweeney, are you on the line? He was

19 just a moment ago.

20 COMMISSIONER TAYLOR: He's still on.

21 MS. MAYOCK: He's still on? Okay.

22 Regardless, that's a quorum. We're good.

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

1 CHAIRMAN DePASQUALE: Great, thank you very

2 much.

3 MS. MAYOCK: Did someone else just join?

4 COMMISSIONER SWEENEY: I'm here. Sweeney is

5 here. I had it on mute.

6 MS. MAYOCK: Super.

7 CHAIRMAN DePASQUALE: Okay, thanks.

8 MS. MAYOCK: And then Commissioner Dougherty

9 just joined us as well. So still a quorum.

10 CHAIRMAN DePASQUALE: Great, thank you.

11 I'd like to ask for a motion to go into

12 Executive Session. The decisions made in Executive

13 Session will be made public when the issues are

14 resolved. But, again, I'd like a motion, because

15 there are some issues that we need to discuss there.

16 Is there a motion?

17 VICE CHAIRMAN TAYLOR: So moved.

18 CHAIRMAN DePASQUALE: Second?

19 BOARD CHAIRMAN BOYER: Second.

20 MS. MAYOCK: There was a second.

21 CHAIRMAN DePASQUALE: Any negative votes? If

22 not, we are now in Executive Session.

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

1 Please let me know if the room is not clear;

2 let me know when it is clear.

3 MS. MAYOCK: Okay, we'll let you know. We

4 have a few people we have to move on out.

5 (Off the record at 9:39 a.m.)

6 (On the record at 10:29 a.m.)

7 MS. MAYOCK: General DePasquale, we are back

8 on the record.

9 CHAIRMAN DePASQUALE: Great, thank you. There

10 is one item for open session. It is the consideration

11 of approval of the 2014 Financial Audit Exit

12 Conference Report and Required Communications.

13 Mr. Aubrey, anything you want to add to that

14 before we call a vote?

15 MR. AUBREY: Just very briefly. Within your

16 supplied meeting materials is the summary statement

17 and resolution, titled 2014 Financial Audit Exit

18 Conference Report and Required Communications.

19 The purpose of the SS&R is to allow the Board

20 to formally acknowledge receipt of the 2014 Financial

21 Audit Exit Conference Report and Required

22 Communications as presented by Bowman & Company to the

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

1 Audit Committee and approved by the Audit Committee on

2 June 10, 2014.

3 We request the Audit Committee approve the

4 proposed SS&R. Upon approval and acceptance by the

5 Audit Committee, Bowman's Exit Conference Report and

6 preliminary draft Financial Report shall be entered in

7 the record at the June 17, 2015 Board meeting.

8 Thank you.

9 CHAIRMAN DePASQUALE: Thank you. Are there

10 any questions for Mr. Aubrey?

11 Hearing none, I'd ask for a motion for a vote

12 to approve this report and send it to the Board for

13 final consideration.

14 Do I have a motion?

15 VICE CHAIRMAN TAYLOR: So moved to take it to

16 the board.

17 CHAIRMAN DePASQUALE: Is there a second?

18 COMMISSIONER HAIDER: Second.

19 CHAIRMAN DePASQUALE: Second. Are there any

20 negative votes?

21 Hearing none, it is approved and onto the

22 board for final consideration at the next meeting,

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

1 which will be on June 17th.

2 Is there any further business?

3 Hearing none, I'd ask for a motion to adjourn

4 the meeting.

5 VICE CHAIRMAN TAYLOR: So moved.

6 CHAIRMAN DePASQUALE: Second?

7 COMMISSIONER HAIDER: Second.

8 CHAIRMAN DePASQUALE: Okay. Any negative

9 votes?

10 Hearing none, everyone thank you very much for

11 your time. Great work, today.

12 (Whereupon, at 10:31 a.m., on Wednesday,

13 June 10, 2015, the meeting adjourned.)

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

1 CERTIFICATE

2 This is to certify that the attached

3 proceedings before the Delaware River Port Authority

4 Audit Committee on June 10, 2015, were held as herein

5 appears, and that this is the original transcript

6 thereof for the file of the Authority.

7 FREE STATE REPORTING, INC. 8

9 ______10 Tom Bowman (Official Reporter) 11

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

ITEM NO.: DRPA-15-075 SUBJECT: 2014 Financial Audit – Exit Conference Report and Required Communications

COMMITTEE: Audit

COMMITTEEMEETINGDATE: June10,2015

BOARDACTIONDATE: June17,2015

PROPOSAL: That the Board acknowledge receipt of the 2014 Financial Audit – Exit Conference Report and Required Communications as presented by Bowman and Company LLP (External Auditors) and approved by the Audit Committee on June 10, 2015.

PURPOSE: To acknowledge receipt of the 2014 Financial Audit – Exit Conference Report and Required Communications as presented by Bowman and Company LLP (External Auditors) and approved by the Audit Committee on June 10, 2015.

BACKGROUND: As part of the conclusion of the 2014 Annual Financial Audit, Bowman and Company LLP is required to communicate the results of said audit, as well as other required communications, to the appropriate governing body of the Authority, in this case the Audit Committee.

The attached Exit Conference Report was presented to the Audit Committee, along with a preliminary draft financial report, by Bowman and Company LLP (External Auditors), for Audit Committee review, discussion, and acceptance.

Upon approval and acceptance by the Audit Committee, the Exit Conference Report, and preliminary draft financial report, shall be entered into record at the June 17, 2015 Board meeting. SUMMARY STATEMENT DRPA 2014 Financial Audit – Exit Audit 6/10/2015 Conference Report and Required Communications

SUMMARY: Amount: N/A Source of Funds: N/A Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A Estimated Number of Jobs Supported: N/A DRPA-15-075 Audit Committee: June 10, 2015 Board Date: June 17, 2015 2014 Financial Audit – Exit Conference Report and Required Communications

RESOLUTION

RESOLVED: That the Board acknowledge receipt of the 2014 Financial Audit – Exit Conference Report and Required Communications as presented by Bowman and Company LLP (External Auditors) and approved by the Audit Committee on June 10, 2015.

DELAWARE RIVER PORT AUTHORITY of Pennsylvania & New Jersey

EXIT CONFERENCE REPORT

INCLUDING REQUIRED COMMUNICATIONS WITH THOSE CHARGED WITH GOVERNANCE AND MANAGEMENT

RESULTING FROM THE AUDIT OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2014

A. SCOPE OF SERVICES

Scope of Services

The Engagement Letter, signed April 21, 2015, for the audit of the combined financial statements of the Delaware River Port Authority and its subsidiary (collectively referred to as the “Authority”), between Bowman & Company LLP (the “Auditor”) and the Authority, included a full description of the scope of services to be provided during the conduct of the audit for the year ended December 31, 2014. A copy of the executed Engagement Letter can be found in Appendix I of this document. The scope of services included the audit of the combined statement of net position, the combined statement of revenues, expenses and changes in net position, the combined statement of cash flows, the combined statement of trust net position available for benefits, the combined statement of changes in trust net position, and the related notes to the combined financial statements, which collectively comprise the basic financial statement of the Authority as of and for the year ended December 31, 2014. Our audit was designed and performed for the purpose of expressing an opinion as to whether these financial statements are fairly presented, in all material respects, in conformity with accounting principles generally accepted in the United States of America.

Responsibilities Under Generally Accepted Auditing Standards

We conducted our audit in accordance with auditing standards generally accepted in the United States of America and in accordance with the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free of material misstatement. Full disclosure of all responsibilities of the Authority and the Auditor is included in the Engagement Letter (Appendix I).

Risk of Fraud

Auditing standards generally accepted in the United States of America require that we plan and perform the audit to detect material misstatements in the combined financial statements whether caused by error or fraud. During the conduct of our audit, we identified and assessed fraud risk factors and subsequently designed our audit tests in compliance with the standards. It is important to note that fraud risk factors do not necessarily indicate the existence of fraud; however, they are often present where fraud exists. While auditing standards related to the detection of material misstatements in the combined financial statements as a result of fraud have significantly changed, it is vital that management of the Authority understand, and take seriously, its role in fraud prevention and detection by establishing programs and controls to help prevent, deter and detect fraud, by monitoring those programs and controls for compliance, and by setting the proper “tone at the top” that fraudulent activity will not be tolerated.

The results of our audit did not disclose the existence of any material misstatements in the combined financial statements caused by fraud or error.

-1- B. OTHER MATTERS AND SIGNIFICANT FINDINGS

Significant Accounting Policies

The accounting policies utilized by the Authority for the audit year are in conformity with accounting principles generally accepted in the United States of America (GAAP) as applied to governmental units. The Governmental Accounting Standards Board (GASB) is the accepted standard- setting body for establishing governmental accounting and financial reporting principles. No issues arose in connection with the application of these principles.

The following accounting standards issued by the Governmental Account Standards Board were required to be adopted by the Authority for the year ended December 31, 2014; however, neither of these pronouncements had an impact on the Authority’s combined financial statements:

 Statement No. 69, Government Combinations and Disposals of Government Operations  Statement No. 70, Accounting and Financial Reporting for Nonexchange Financial Guarantees

Management’s Judgments and Accounting Estimates

Accounting estimates, based upon management’s judgments, are an integral part of the combined financial statements. Those judgments are normally based on knowledge and experience concerning past and current events, and assumptions concerning future events. Certain accounting estimates are particularly sensitive because of their significance to the combined financial statements and because of the possibility that future events affecting them may differ markedly from management’s current judgments. Such accounting estimates included in the Authority’s combined financial statements include:

 allowances for uncollectible accounts receivable  useful lives and depreciation related to capital assets  claims and judgments (e.g.: legal, workers’ compensation)  derivative financial instruments which are reported at fair value  other postemployment benefits (OPEB) plan

We are not aware of any unusual matters or inconsistencies with accounting principles generally accepted in the United State of America (GAAP), as applied to governmental units, concerning management’s judgments and estimates.

Audit Adjustments and Passed Audit Adjustments

We have informed the appropriate members of management of any required audit adjustments that, either individually or in the aggregate, have a material effect on the Authority’s financial reporting process. For purposes of this report, professional standards define an audit adjustment, whether or not recorded, as a proposed correction of the combined financial statements and financial records that, in our judgment, may not have been detected except through our auditing procedures. The definition also includes adjustments that were not recorded by the Authority because they were not material to the combined financial statements but could be material to future financial statements. We are unaware of any unrecorded audit adjustments. -2- B. OTHER MATTERS AND SIGNIFICANT FINDINGS (CONT’D)

Audit Adjustments and Passed Audit Adjustments (Cont’d)

Passed audit adjustments include all adjustments to the financial records of the Authority for which, in the judgment of the Auditor, were not necessary because such adjustments, individually or in the aggregate, did not have a material effect on the Authority’s financial reporting process. There were no passed audit adjustments for the year under audit.

Our Responsibility for Other Information in Documents Containing Audited Financial Statements

Pursuant to professional standards, the responsibility of the Auditor for other information in documents containing the combined financial statements of the Authority does not extend beyond the combined financial statements, identified in the Independent Auditor’s Report, and the Auditor is not required to perform procedures to corroborate such other information; however, in accordance with such standards, the Auditor is required to read the information in the document and consider whether such information, or the manner of its presentation, was materially inconsistent with its presentation in the combined financial statements. It is also our responsibility to call to the attention of management any information that we believe is a material misstatement of fact.

Major Issues Discussed with Management Prior to Our Retention

Professional standards require that we report major issues, discussed with management, in connection with our recurring retention, regarding the application of accounting principles, financial reporting policies and practices, and auditing standards. We are pleased to report that there were no such discussions with management prior to our retention as auditors of the combined financial statements.

Difficulties Encountered in Performing the Audit

We are pleased to report that there were no significant difficulties in performing the audit of the combined financial statements.

Management Representations

We will request certain representations from management that are included in the management representation letter, which will be dated the date of the independent auditor’s report in June 2015. A draft copy of the management representation letter can be found in Appendix II of this document.

Supplementary Information

With respect to the supplementary information accompanying the combined financial statements, we made certain inquiries of management and evaluated the form, content, and methods of preparing the information to determine that the information complies with accounting principles generally accepted in the United States of America, the method of preparing it has not changed from the prior period, and the information is appropriate and complete in relation to our audit of the combined financial statements. We compared and reconciled the supplementary information to the underlying accounting records used to prepare the combined financial statements or to the combined financial statements themselves. -3- B. OTHER MATTERS AND SIGNIFICANT FINDINGS (CONT’D)

Audit Findings Reported in Accordance with Applicable Audit Standards

Significant deficiencies and material weaknesses related to internal control deficiencies and matters of noncompliance with applicable laws and regulations are required, by all applicable audit standards, to be communicated to those charged with governance and management. Such significant deficiencies and / or material weaknesses would require the Authority to develop and implement corrective action. The attached “Summary of Audit Findings,” Appendix III, does not include such items, but includes matters for purposes of discussion only, which have been reviewed with members of management.

-4- C. KEY FINANCIAL HIGHLIGHTS

The purpose of the following section is to provide summarized financial information, in an illustrative format, of a few indicators that are useful in measuring the Authority’s financial performance.

Combined Net Position (in thousands)

A comparison of the Authority’s combined net position for the year of audit and previous two years is as follows:

Combined Operating Revenues (in thousands)

A comparison of the Authority’s combined operating revenues for the year of audit and previous two years is as follows:

-5- C. KEY FINANCIAL HIGHLIGHTS (CONT’D)

Combined Operating Revenues (in thousands) (cont’d)

A recapitulation of the components of the Authority’s combined operating revenues for the year ended December 31, 2014 is as follows:

Combined Operating Expenses (in thousands)

A comparison of the Authority’s combined operating expenses for the year of audit and previous two years is as follows:

-6- C. KEY FINANCIAL HIGHLIGHTS (CONT’D)

Combined Operating Expenses (in thousands) (cont’d)

A recapitulation of the components of the Authority’s combined operating expenses for the year ended December 31, 2014 is as follows:

-7- D. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Governmental Accounting Standards Board Statement No. 68

In June 2012, the GASB issued Statement 68, Accounting and Financial Reporting for Pensions - an amendment of GASB Statement No. 27. GASBS 68 is to improve accounting and financial reporting by state and local governments for pensions. It also improves information provided by state and local governmental employers about financial support for pensions that is provided by other entities. This Statement results from a comprehensive review of the effectiveness of existing standards of accounting and financial reporting for pensions with regard to providing decision-useful information, supporting assessments of accountability and interperiod equity, and creating additional transparency.

In addition, this Statement replaces the requirements of Statement No. 27, Accounting for Pensions by State and Local Governmental Employers, as well as the requirements of Statement No. 50, Pension Disclosures, as they relate to pensions that are provided through pension plans administered as trusts or equivalent arrangements that meet certain criteria. The requirements of Statements 27 and 50 remain applicable for pensions that are not covered by the scope of this Statement. This Statement is effective for periods beginning after June 15, 2014.

Governmental Accounting Standards Board Statement No. 71

In November 2013, the GASB issued Statement 71, Pension Transition for Contributions made Subsequent to the Measurement Date - an amendment of GASB Statement No. 68. GASBS 71 is to address an issue regarding application of the transition provisions of Statement No. 68, Accounting and Financial Reporting for Pensions. The issue relates to amounts associated with contributions, if any, made by a state or local government employer or nonemployer contributing entity to a defined benefit pension plan after the measurement date of the government's beginning net pension liability. The requirements of this Statement will eliminate the source of a potential significant understatement of restated beginning net position and expense in the first year of implementation of Statement 68 in the accrual-basis financial statements of employers and nonemployer contributing entities. This Statement is effective for periods beginning after June 15, 2014.

Governmental Accounting Standards Board Statement No. 72

In February 2015, the GASB issued Statement 72, Fair Value Measurement and Application. GASBS 72 is to address accounting and financial reporting issues related to fair value measurements. The definition of fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This Statement provides guidance for determining a fair value measurement for financial reporting purposes. This Statement also provides guidance for applying fair value to certain investments and disclosures related to all fair value measurements. This Statement is effective for periods beginning after June 15, 2015.

-8- E. USE OF THIS REPORT AND APPRECIATION

This report is intended solely for the information and use of those charged with governance, the Audit Committee, and management of the Delaware River Port Authority, and is not intended to be, and should not be distributed to, or used by, anyone other than these specified parties. It is not to be distributed, copied, used, circulated, quoted, or excerpted for any other purpose. We appreciate this opportunity to serve the Delaware River Port Authority.

Respectfully submitted,

BOWMAN & COMPANY LLP Certified Public Accountants & Consultants

Voorhees, New Jersey June 3, 2015

-9-

APPENDIX I

ENGAGEMENT LETTER

January 28, 2015

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

To the Governing Body and Management:

We are pleased to confirm our understanding of the services we are to provide the Delaware River Port Authority and its subsidiary (hereinafter collectively referred to as the “Authority”) for the year ended December 31, 2014. We will audit the statement of net position, the statement of revenues, expenses and changes in net position, statement of cash flows, and the related notes to the financial statements, which collectively comprise the basic financial statements of the Authority as of and for the year ended December 31, 2014. Accounting standards generally accepted in the United States of America provide for certain required supplementary information (RSI), such as management’s discussion and analysis (MD&A), to supplement the Authority’s basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. As part of our engagement, we will apply certain limited procedures to the Authority’s RSI in accordance with auditing standards generally accepted in the United States of America. These limited procedures will consist of inquiries of management regarding the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We will not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. The following RSI is required by generally accepted accounting principles and will be subjected to certain limited procedures, but will not be audited:

Management’s Discussion and Analysis Schedule of Funding Progress for Health Benefits Plan

We have also been engaged to report on supplementary information other than RSI that accompanies the Authority’s financial statements. We will subject the following supplementary information to the auditing procedures applied in our audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America, and we will provide an opinion on it in relation to the financial statements as a whole, in a report combined with our auditor’s report on the financial statements:

Combined Supplemental Schedule of Net Position Information by Fund Combined Supplemental Schedule of Changes in Fund Net Position Information by Fund Combined Supplemental Schedule of Net Position Information for Combined Bond and Project Funds Combined Supplemental Schedule of Changes in Net Position Information for Combined Bond and Project Funds Schedule of Expenditures of Federal Awards

Audit Objectives The objective of our audit is the expression of opinions as to whether your basic financial statements are fairly presented, in all material respects, in conformity with U.S. generally accepted accounting principles and to report on the fairness of the supplementary information referred to in the second paragraph when considered in relation to the financial statements as a whole.

APPENDIX II

DRAFT MANAGEMENT REPRESENTATION LETTER Delaware River Port Authority of Pennsylvania & New Jersey

Finance One PortCenter

2 Riverside Drive Dated: June XX, 2015 Camden NJ

L. Jarred Corn Bowman & Company LLP 601 White Horse Road Voorhees, New Jersey 08043

Dear Mr. Corn:

This representation letter is provided in connection with your audit of the financial statements of the Delaware River Port Authority and its subsidiary (collectively refe1^||K as the "Au^^lty"), which comprise the combined statement of net position, the combined statement of rl^k^s, exR|^^^and changes in'^T position, the combined statement of cash flows, the combined statern^^^^try^Hm position available for benefits, the combined statement of changes in trust net position, and the to the combined financial statements, as of and for the year ended December 31, 2014, for the purpose of expressing opinions as to whether the combinedprinciples generallyfinancial acceptedstatementsin theareUnitedpresentedStatesfairly,of Americain all (U.S.materialGAAP^^jj^respects, in accordance with accounting Certain representations in this letter are described as being limited to matters that are material. Items are considered material, regardless of size, ifthey involve an omission or misstatement of accounting information that, in light of surrounding circumstances, makes it probable that the judgment of a reasonable person relying on the information would be changed or influenced by the omission or misstatement. An omission or misstatement that is monetarily small in amount could be considered material as a result of qualitative factors.

We confirm, to the best of our knowledge and belief, as of_June XX, 2015, the foilowing representations made to you during your audit.

Financial Statements

1) We have fulfilled our responsibilities, as set out in the terms of the audit engagement letter signed April 21, 2015, including our responsibility for the preparation and fair presentation of the combined financial statements in accordance with U.S. GAAP and for preparation of the supplementary information in accordance with the applicable criteria.

2) The combined financial statements referred to above are fairly presented in conformity with U.S. GAAP and include all properly classified funds and other financial information of the primary government and all component units required by generally accepted accounting principles to be included in the financial reporting entity. W 3) We acknowledge our responsibility for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. 4) We acknowledge our responsibility for the design, implementation, and maintenance of internal control to prevent and detect fraud. 5) Significant assumptions we used in making accounting estimates, including those measured at fair value, are reasonable. DRPA isan equal opp^ortunity employer

Mailing Address: PO Box 1949 Camden New Jersey 08101-1949 Telephone: 856.968.2132 Fax: 856.968.2193 215.218.3750 L. Jarred Corn Bowman & Company LLP Dated: June XX, 2015

Financial Statements (Cont’d)

6) Related party relationships and transactions, including revenues, expenditures/expenses, loans, transfers, leasing arrangements, and guarantees, and amounts receivable from or payable to related parties have been appropriately accounted for and disclosed in accordance with U.S. GAAP. 7) Adjustments or disclosures have been made for all events, including instances of noncompliance, subsequent to the date of the combined financial statements that would require adjustment to or disclosure in the combined financial statements and in the schedule of findings and questioned costs.

8) We are in agreement with the adjusting journal entries you have proposed, and they have been posted to the accounts.

9) The effects of all known actual or possible litigation, claims, and assessments have been accounted for and disclosed in accordance with U.S. GAAP.

10) Guarantees, whether written or oral, under which the Authority is contingently liable, if any, have been properly recorded or disclosed.

Information Provided

11) We have provided you with:

a) Access to all information, of which we are aware, that is relevant to the preparation and fair presentation of the combined financial statements, such as records, documentation, and other matters and all audit or relevant monitoring reports, if any, received from funding sources.

b) Additional information that you have requested from us for the purpose of the audit.

c) Unrestricted access to persons within the Authority from whom you determined it necessary to obtain audit evidence.

d) Minutes of the meetings of the Authority or summaries of actions of recent meetings for which minutes have not yet been prepared.

12) All material transactions have been recorded in the accounting records and are reflected in the combined financial statements and the schedule of expenditures of federal awards.

13) We have disclosed to you the results of our assessment of the risk that the financial statements may be materially misstated as a result of fraud.

14) We have no knowledge of any fraud or suspected fraud that affects the Authority and involves:

 Management,

 Employees who have significant roles in internal control, or

 Others where the fraud could have a material effect on the combined financial statements.

15) We have no knowledge of any allegations of fraud or suspected fraud affecting the Authority’s combined financial statements communicated by employees, former employees, regulators, or others.

16) We have no knowledge of instances of noncompliance or suspected noncompliance with provisions of laws, regulations, contracts, or grant agreements, or abuse, whose effects should be considered when preparing combined financial statements.

17) We have disclosed to you all known actual or possible litigation, claims, and assessments whose effects should be considered when preparing the combined financial statements.

L. Jarred Corn Bowman & Company LLP Dated: June XX, 2015

Information Provided (Cont’d)

18) We have disclosed to you the identity of the Authority’s related parties and all the related party relationships and transactions of which we are aware.

Government - Specific

19) There have been no communications from regulatory agencies concerning noncompliance with, or deficiencies in, financial reporting practices.

20) We have identified to you any previous audits, attestation engagements, and other studies related to the audit objectives and whether related recommendations have been implemented.

21) The Authority has no plans or intentions that may materially affect the carrying value or classification of assets, liabilities, or equity.

22) We are responsible for compliance with the laws, regulations, and provisions of contracts and grant agreements applicable to us, including tax or debt limits and debt contracts; and legal and contractual provisions for reporting specific activities in separate funds.

23) We have identified and disclosed to you all instances, which have occurred or are likely to have occurred, of fraud and noncompliance with provisions of laws and regulations that we believe have a material effect on the combined financial statements or other financial data significant to the audit objectives, and any other instances that warrant the attention of those charged with governance.

24) We have identified and disclosed to you all instances, which have occurred or are likely to have occurred, of noncompliance with provisions of contracts and grant agreements that we believe have a material effect on the determination of combined financial statement amounts or other financial data significant to the audit objectives.

25) We have identified and disclosed to you all instances that have occurred or are likely to have occurred, of abuse that could be quantitatively or qualitatively material to the combined financial statements or other financial data significant to the audit objectives.

26) There are no violations or possible violations of budget ordinances, laws and regulations (including those pertaining to adopting, approving, and amending budgets), provisions of contracts and grant agreements, tax or debt limits, and any related debt covenants whose effects should be considered for disclosure in the combined financial statements, or as a basis for recording a loss contingency, or for reporting on noncompliance.

27) The Authority has satisfactory title to all owned assets, and there are no liens or encumbrances on such assets nor has any asset been pledged as collateral.

28) The Authority has complied with all aspects of contractual agreements that would have a material effect on the financial statements in the event of noncompliance.

29) The combined financial statements include all component units as well as joint ventures with an equity interest, and properly disclose all other joint ventures and other related organizations.

30) The combined financial statements properly classify all funds and activities, in accordance with GASB Statement No. 34.

31) All funds that meet the quantitative criteria in GASBS Nos. 34 and 37 for presentation as major are identified and presented as such and all other funds that are presented as major are particularly important to combined financial statement users.

L. Jarred Corn Bowman & Company LLP Dated: June XX, 2015

Government - Specific (Cont’d)

32) Components of net position (net investment in capital assets; restricted; and unrestricted), are properly classified and, if applicable, approved.

33) Investments, derivative instruments, and land and other real estate held by endowments are properly valued, if any.

34) Provisions for uncollectible receivables have been properly identified and recorded.

35) Expenses have been appropriately classified in the combined statement of revenues, expenses and changes in net position.

36) Revenues are appropriately classified in the combined statement of revenues, expenses and changes in net position.

37) Interfund, internal, and intra-entity activity and balances have been appropriately classified and reported.

38) Deposits and investment securities and derivative instruments are properly classified as to risk and are properly disclosed.

39) Capital assets, including infrastructure and intangible assets, are properly capitalized, reported, and, if applicable, depreciated.

40) We have appropriately disclosed the Authority’s policy regarding whether to first apply restricted or unrestricted resources when an expense is incurred for purposes for which both restricted and unrestricted net position is available and have determined that net position is properly recognized under the policy.

41) We acknowledge our responsibility for the required supplementary information (RSI). The RSI is measured and presented within prescribed guidelines and the methods of measurement and presentation have not changed from those used in the prior period. We have disclosed to you any significant assumptions and interpretations underlying the measurement and presentation of the RSI.

42) With respect to the supplementary information, as listed in the table of contents of the report of audit, on which an in-relation-to opinion is issued:

a) We acknowledge our responsibility for presenting the supplementary information in accordance with accounting principles generally accepted in the United States of America, and we believe the supplementary information, including its form and content, is fairly presented in accordance with accounting principles generally accepted in the United States of America. The methods of measurement and presentation of the supplementary information have not changed from those used in the prior period, and we have disclosed to you any significant assumptions or interpretations underlying the measurement and presentation of the supplementary information.

b) If supplementary information is not presented with the audited combined financial statements, we will make the audited financial statements readily available to the intended users of the supplementary information no later than the date we issue the supplementary information and the auditor’s report thereon.

43) With respect to federal award programs:

a) We are responsible for understanding and complying with and have complied with the requirements of OMB Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations, including requirements relating to preparation of the schedule of expenditures of federal awards.

L. Jarred Corn Bowman & Company LLP Dated: June XX, 2015

Government - Specific (Cont’d)

43) With respect to federal award programs (cont’d):

b) We acknowledge our responsibility for presenting the schedule of expenditures of federal awards (SEFA) in accordance with the requirements of OMB Circular A-133 §310.b, and we believe the SEFA, including its form and content, is fairly presented in accordance with OMB Circular A-133 §310.b. The methods of measurement or presentation of the SEFA have not changed from those used in the prior period and we have disclosed to you any significant assumptions and interpretations underlying the measurement or presentation of the SEFA.

c) If the SEFA is not presented with the audited financial statements, we will make the audited financial statements readily available to the intended users of the SEFA no later than the date we issue the SEFA and the auditor’s report thereon.

d) We have identified and disclosed to you all of our government programs and related activities subject to OMB Circular A-133, and have included in the SEFA expenditures made during the audit period for all awards provided by federal agencies in the form of grants, federal cost-reimbursement contracts, loans, loan guarantees, property (including donated surplus property), cooperative agreements, interest subsidies, insurance, food commodities, direct appropriations, and other direct assistance.

e) We are responsible for understanding and complying with, and have complied with, the requirements of laws, regulations, and the provisions of contracts and grant agreements related to each of our federal programs and have identified and disclosed to you the requirements of laws, regulations, and the provisions of contracts and grant agreements that are considered to have a direct and material effect on each major program.

f) We are responsible for establishing and maintaining, and have established and maintained, effective internal control over compliance for federal programs that provides reasonable assurance that we are managing our federal awards in compliance with laws, regulations, and the provisions of contracts and grant agreements that could have a material effect on our federal programs. We believe the internal control system is adequate and is functioning as intended.

g) We have made available to you all contracts and grant agreements (including amendments, if any) and any other correspondence with federal agencies or pass-through entities relevant to federal programs and related activities.

h) We have received no requests from a federal agency to audit one or more specific programs as a major program.

i) We have complied with the direct and material compliance requirements, including when applicable, those set forth in the OMB Circular A-133 Compliance Supplement, relating to federal awards and have identified and disclosed to you all amounts questioned and all known noncompliance with the direct and material compliance requirements of federal awards.

j) We have disclosed any communications from grantors and pass-through entities concerning possible noncompliance with the direct and material compliance requirements, including communications received from the end of the period covered by the compliance audit to the date of the auditor’s report.

k) We have disclosed to you the findings received and related corrective actions taken for previous audits, attestation engagements, and internal or external monitoring that directly relate to the objectives of the compliance audit, including findings received and corrective actions taken from the end of the period covered by the compliance audit to the date of the auditor’s report.

L. Jarred Corn Bowman & Company LLP Dated: June XX, 2015

Government - Specific (Cont’d)

43) With respect to federal award programs (cont’d):

l) Amounts claimed or used for matching were determined in accordance with relevant guidelines in OMB Circular A-87, Cost Principles for State, Local, and Tribal Governments, and OMB’s Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments.

m) We have disclosed to you our interpretation of compliance requirements that may have varying interpretations.

n) We have made available to you all documentation related to compliance with the direct and material compliance requirements, including information related to federal program financial reports and claims for advances and reimbursements.

o) We have disclosed to you the nature of any subsequent events that provide additional evidence about conditions that existed at the end of the reporting period affecting noncompliance during the reporting period.

p) There are no such known instances of noncompliance with direct and material compliance requirements that occurred subsequent to the period covered by the auditor’s report.

q) No changes have been made in internal control over compliance or other factors that might significantly affect internal control, including any corrective action we have taken regarding significant deficiencies or material weaknesses in internal control over compliance, subsequent to the date as of which compliance was audited.

r) Federal program financial reports and claims for advances and reimbursements are supported by the books and records from which the financial statements have been prepared.

s) The copies of federal program financial reports provided you are true copies of the reports submitted, or electronically transmitted, to the respective federal agency or pass-through entity, as applicable.

t) We have charged costs to federal awards in accordance with applicable cost principles.

u) We are responsible for and have accurately prepared the summary schedule of prior audit findings to include all findings required to be included by OMB Circular A-133 and we have provided you with all information on the status of the follow-up on prior audit findings by federal awarding agencies and pass- through entities, including all management decisions.

v) We are responsible for and have accurately prepared the auditee section of the Data Collection Form as required by OMB Circular A-133.

______Chief Financial / Treasurer

______Director of Finance - PATCO

______Accounting Manager 6

APPENDIX III

EXIT CONFERENCE SUMMARY OF AUDIT FINDINGS BOWMAN & COMPANY LLP

EXIT CONFERENCE SUMMARY OF AUDIT FINDINGS Appendix III

Client: Delaware River Port Authority Year: December 31, 2014

Disposition Finding Discussion Corrective No. Brief Description of Finding Only Action

The following was noted during our inspection of capital assets: (1) several of the assets inspected did not contain a tag number. In order to strengthen the existing internal controls over compliance requirements for federal awards and capital asset management, all assets should include an identifying tag number as appropriate. (2) for two assets tested, the tag number reported in the capital 2014-1 asset records did not agree to the actual tag number located on the asset. X

Though the audit adjustments from the year ended December 31, 2013 were recorded to the DRPA's general ledger, the opening balances for several accounts as of January 1, 2014 did not agree to the December 31, 2013 report of audit because the prior year reclassification entries were not posted to the 2014-2 DRPA's general ledger. X

The following was noted during our test of bank reconciliations for December 31, 2014: (1) the balance per the bank reconciliation for three of the DRPA cash accounts did not agree to the corresponding balances in the general ledger (variances were insignificant) and (2) the bank reconciliation for the DRPA disbursement concentration account (S3) included checks that have been 2014-3 outstanding for over a year. X

The following was noted while scanning DRPA disbursement invoices: the payroll attachment invoice and check stub were unable to be located for the payment made to the Fraternal Order of Police in the amount of $10,480.00 on 3/27/14 2014-4 (check number 280359). X

The following was noted during our testing of capital asset additions: original invoices were unable to be located for two of the items tested, however copies of 2014-5 the invoices were requested and subsequently made available for inspection. X

Other Matters for Consideration:

The roll forward analysis of estimated costs for other postemployment benefits (OPEB) performed by the actuary should be updated to agree to the audited balances as of December 31, 2014. The adjustments needed to the actuary's report are related to the pay-as-you-go costs and the contribution made to the irrevocable trust.

The Authority will need to obtain an updated actuarial calculation for its OPEB plan as of January 1, 2015. The last comprehensive calculation was performed by the actuary as of January 1, 2013. Based on the number of plan members, the Authority is required to obtain such a calculation every two years. BOWMAN & COMPANY LLP

EXIT CONFERENCE SUMMARY OF AUDIT FINDINGS Appendix III

Client: Delaware River Port Authority Year: December 31, 2014

Date of Exit Conference: June 3, 2015

Persons in Attendance:

DELAWARE RIVER PORT AUTHORITY of Pennsylvania & New Jersey

PRELIMINARY DRAFT Review and Discussion Purposes Only - Subject to Change - COMPREHENSIVE ANNUAL FINANCIAL REPORT

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

32300 Exhibit A

DELAWARE RIVER PORT AUTHORITY

Combined Statements of Net Position December 31, 2014 and 2013 (amounts expressed in thousands)

2014 2013

Assets Current Assets Cash and cash equivalents $ 31,049 $ 23,549 Investments 434,116 390,260 Accounts receivable, net of allowance for uncollectibles 9,137 11,691 Accrued interest receivable 426 475 Transit system and storeroom inventories 6,000 6,512 Economic development loans - current 3,774 1,925 Prepaid expenses 5,253 2,323 Restricted assets Cash and cash equivalents 3,247 6,981 Investments 240,692 216,479 Accrued interest receivable 4 4

Total current assets 733,698 660,198

Noncurrent Assets PRELIMINARY DRAFT Restricted investmentsReview for capital projects and Discussion Purposes Only239,730 345,216 Capital assets, net of accumulated depreciation Land - Subject to Change - 74,225 74,225 Construction in progress 348,278 290,453 Bridges and related buildings and equipment 616,193 634,795 Transit property and equipment 307,436 271,767 Port enhancements 1,890 2,214

Total capital assets 1,348,022 1,273,454

Other Economic development loans, net of allowance for uncollectibles 14,169 16,776 Debt insurance costs, net of amortization 1,295 1,396

Total other assets 15,464 18,172

Total noncurrent assets 1,603,216 1,636,842

Total assets 2,336,914 2,297,040

Deferred Outflows of Resources Accumulated decrease in fair value of hedging derivatives 116,424 114,318 Loss on refunding of debt 12,339 14,711

Total deferred outflows of resources 128,763 129,029

(Continued) 32300 Exhibit A

DELAWARE RIVER PORT AUTHORITY

Combined Statements of Net Position December 31, 2014 and 2013 (amounts expressed in thousands)

2014 2013

Liabilities Current Liabilities Accounts payable Retained amounts on contracts$ 10,390 $ 8,938 Other 27,406 19,356 Accrued liabilities Claims and judgments 721 1,500 Self-insurance 2,000 1,709 Pension 2,660 1,867 Sick and vacation leave benefits 975 1,031 Other 1,484 1,189 Unearned revenue 4,421 3,408 Liabilities payable from restricted assets Accrued interest payable 24,285 13,534 Bonds payable - current 47,385 38,650

Total current liabPRELIMINARYilities DRAFT 121,727 91,182

Noncurrent LiabilitiesReview and Discussion Purposes Only Accrued liabilities Claims and judgments- Subject to Change - 1,936 5,354 Self-insurance 2,583 1,978 Sick and vacation leave benefits 2,922 3,091 Other postemployment benefits 31,445 41,502 Unearned revenue 4,908 5,274 Premium payment payable - derivative companion instrument 29,335 33,588 Derivative instrument - interest rate swap 117,182 116,646 Bonds payable, net of unamortized discounts and premiums 1,565,793 1,616,065

Total noncurrent liabilities 1,756,105 1,823,498

Total liabilities 1,877,832 1,914,680

Net Position Net investment in capital assets 174,762 213,138 Restricted for: Debt requirements 198,302 140,743 Port projects 16,702 18,778 Unrestricted 198,079 138,730

Total net position $ 587,845 $ 511,389

The accompanying notes to the combined financial statements are an integral part of these statements. 32300 Exhibit B

DELAWARE RIVER PORT AUTHORITY

Combined Statements of Revenues, Expenses and Changes in Net Position For the Years Ended December 31, 2014 and 2013 (amounts expressed in thousands)

2014 2013

Operating Revenues Bridges Tolls $ 297,267 $ 293,863 Other operating revenues 7,702 6,451

Total bridge operating revenues 304,969 300,314

Transit system Passenger fares 24,257 25,908 Other operating revenues 1,506 1,699

Total transit system operating revenues 25,763 27,607

Other Miscellaneous 150 203

Total operatingPRELIMINARY revenues DRAFT 330,882 328,124

Operating ExpensesReview and Discussion Purposes Only Operations 100,596 97,436 Community impact - Subject to Change - 3,745 3,688 General and administration 41,347 38,932 Port of Philadelphia and Camden 189 62 Depreciation 57,425 54,801

Total operating expenses 203,302 194,919

Operating Income 127,580 133,205

Nonoperating Revenues (Expenses) Investment income 6,909 5,581 Change in fair value of derivative instruments 1,570 (953)

8,479 4,628 Interest expense (78,377) (58,784) Amortization expense (100) (100) Economic development activities (2,401) (4,371) Other nonoperating revenues 3,613 49 Other grant revenues 1,307 2,776 Bond issuance costs (2,516) Other nonoperating expenses (76)

Total nonoperating revenues (expenses) (67,555) (58,318)

Income before capital contributions 60,025 74,887 (Continued) 32300 Exhibit B

DELAWARE RIVER PORT AUTHORITY

Combined Statements of Revenues, Expenses and Changes in Net Position For the Years Ended December 31, 2014 and 2013 (amounts expressed in thousands)

2014 2013

Capital Contributions Federal and state capital improvement grants$ 16,431 $ 17,673

Change in net position 76,456 92,560

Net Position, January 1 511,389 418,829

Net Position, December 31 $ 587,845 $ 511,389

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

PRELIMINARY DRAFT Review and Discussion Purposes Only - Subject to Change - 32300 Exhibit C

DELAWARE RIVER PORT AUTHORITY

Combined Statements of Cash Flows For the Years Ended December 31, 2014 and 2013 (amounts expressed in thousands)

2014 2013

Cash Flows from Operating Activities Receipts from customers and users$ 334,374 $ 327,157 Payments for other goods or services (55,606) (69,415) Payments for employees services (99,187) (71,186) Other receipts 3,613 49

Net cash provided by operating activities 183,194 186,605

Cash Flows from Noncapital Financing Activities Payments for economic development activities (1,743) (4,371) Repayments of economic development loans 737 521 Grants received 1,192 1,701

Net cash used in noncapital financing activities 186 (2,149)

Cash Flows from Capital and Related Financing Activities Acquisition and constructionPRELIMINARY of capital assets DRAFT (129,153) (88,503) Proceeds from sales of capital assets 49 Capital contributionsReview received and Discussion Purposes Only16,632 16,770 Proceeds from capital debt 488,403 Payment of bond issuance- Subject costs to Change - (2,698) Principal paid on bonded debt (38,650) (19,015) Interest paid on debt (72,394) (58,667)

Net cash provided by (used in) capital and related financing activities (223,565) 336,339

Cash Flows from Investing Activities Proceeds from sales and maturities of investments 819,383 633,140 Purchase of investments (781,032) (1,135,377) Interest received 5,601 6,072

Net cash (used in) provided by investing activities 43,952 (496,165)

Net increase (decrease) in cash and cash equivalents 3,767 24,630

Cash and Cash Equivalents, January 1, (including $4,297 and $5,070 reported as restricted) $ 30,529 $ 5,899

Cash and Cash Equivalents, December 31, (including $3,247 and $6,981 reported as restricted) $ 34,296 $ 30,529

(Continued) 32300 Exhibit C

DELAWARE RIVER PORT AUTHORITY

Combined Statements of Cash Flows For the Years Ended December 31, 2014 and 2013 (amounts expressed in thousands)

2014 2013

Cash Flows from Operating Activities Reconciliation of Operating Income to Net Cash Provided by Operating Activities: Operating income $ 127,580 $ 133,205 Adjustments to reconcile operating income to net cash provided by operating activities: Depreciation 57,425 54,801 Changes in assets and liabilities: Decrease (increase) in accounts receivable 2,488 (665) Decrease in transit system and storeroom inventories 512 282 (Increase) in prepaid expenses (2,930) (969) Increase (decrease) in accounts payable and accrued wages 6,000 (2,460) Increase in accrued pension payable 782 1,312 Increase (decrease) in unearned revenue 1,004 (304) (Decrease) increase in claims and self-insurance (3,300) 1,397 (Decrease) in sick and vacation leave benefits payable (223) (272) (Decrease) increasePRELIMINARY in other accrued liabilities DRAFT (9,757) 229 Other revenues Review and Discussion Purposes Only3,613 49 Net cash provided- Subjectby operating activities to Change - $ 183,194 $ 186,605

Noncash Investing, Capital and Financing Activities: Accretion of interest on premium payment payable - derivative companion instrument $ 1,571 $ 1,776 Increase (decrease) in accumulated change in fair value of hedging derivatives resulting from change in fair value $ 2,106 $ (52,385) Grant revenue included in accounts receivable $ 709 $ 1,487 Capital contributions included in accounts receivable $ 3,481 $ 4,199 Acquisition of capital assets included in accounts payable $ 12,211 $ 8,938

The accompanying notes to the combined financial statements are an integral part of these statements. 32300 Exhibit D

DELAWARE RIVER PORT AUTHORITY

Other Postemployment Benefits Trust Combined Statement of Trust Net Position Available for Benefits December 31, 2014 (amounts expressed in thousands)

Assets Investments $ 10,780

Total current assets 10,780

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

Total net position $ 10,780

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

PRELIMINARY DRAFT Review and Discussion Purposes Only - Subject to Change - 32300 Exhibit E

DELAWARE RIVER PORT AUTHORITY

Other Postemployment Benefits Trust Combined Statement of Changes in Trust Net Position For the Year Ended December 31, 2014 (amounts expressed in thousands)

Additions Employer contributions $ 15,600 Investment income 1

Total additions 15,601

Deductions Benefit payments 4,810 Administrative expenses 11

Total deductions 4,821

Increase in net position 10,780

Net Position, January 1 -

Net Position, DecemberPRELIMINARY 31 DRAFT $ 10,780 Review and Discussion Purposes Only

The accompanying notes- Subject to combined financial to Change statements are -an integral part of this statement. DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

Note 1. Summary of Significant Accounting Policies

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

The costs of providing facilities and services to the general public on a continuing basis are recovered primarily in the form of tolls and fares. The Authority is a member of the E-ZPass Interagency Group, the largest interoperable Electronic Toll Collection System in the world, comprised of twenty-five (25) agencies in fifteen (15) states. Through December 31, 2014, customer participation in the E-ZPass electronic toll collection process grew to almost sixty-nine percent (68.9%) of its toll collection activity during rush hour periods. Toll revenues collected through E-ZPass now exceed sixty-eight percent (68.1%) of total toll revenues. The Office of the Chief Operating Officer manages the RiverLink Ferry System, which runs daily between Penn’s Landing in Philadelphia and the Camden Waterfront during its operating season, as well as the Authority’s eleven-story office building in Camden, New Jersey.

Basis of Presentation: The combined financial statements of the Authority have been prepared in conformity with accounting principles generally accepted in the United States of America, as applied to governmental PRELIMINARYunits. The Governmental Accounting DRAFT Standards Board (“GASB”) is the accepted standard setting body for establishing governmental accounting and financial reporting principles. Review and Discussion Purposes Only As part of the Authority’s combined financial statements, two funds are maintained: a proprietary fund (enterprise fund)- Subjectand a fiduciary fundto (otherChange employee benefit- trust fund). The focus of enterprise funds is the measurement of economic resources, that is, the determination of operating income, changes in net position (or cost recovery), financial position, and cash flows. The focus of fiduciary funds is also the measurement of economic resources.

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

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

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

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

Note 1. Summary of Significant Accounting Policies (Continued)

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

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

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

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

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

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

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

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

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

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

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

Note 1. Summary of Significant Accounting Policies (Continued)

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

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

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

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

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

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

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

Debt Management: Total outstanding bond debt reflected on the statement of net position is net of unamortized bond discounts and premiums (Note 12). The Authority presently has two active interest rate hedge (swap) agreements (derivative instruments) with UBS AG to hedge interest rates on a portion of its outstanding long-term debt (Note 4).

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

Budget: In accordance with Section 5.15 of the 1998 Revenue Refunding Bonds Indenture of Trust and its Supplemental Indentures and Section 5.07 of the 1999 and 2012 Port District Project Bond Indentures of Trust, the Authority must annually adopt an Annual Budget on or before December 31 for the ensuing year. Section 5.15 of the 1998 Revenue Bond Indenture of Trust requires that the Authority, on or before December 31, in each fiscal year, adopt a final budget for the ensuing fiscal year of (i) operational expenses, (ii) the PATCO Subsidy, (iii) the amount to be deposited to the credit of the Maintenance Reserve Fund, and (iv) the estimated amounts to be deposited into the Debt Service Fund, the Debt Service Reserve Fund, and the Rebate Fund. Each Annual Budget must also contain the Authority’s projections of revenues for the ensuing fiscal year demonstrating compliance with the covenant as to facility charges as set forth in Section 5.09 of the Indentures of Trust. On or before December 31 in each fiscal year, the Authority must file a copy of the Annual Budget for the ensuing fiscal year with the Trustees. DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

Note 1. Summary of Significant Accounting Policies (Continued)

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

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

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

Interfunds: Interfund receivables/payables represent amounts that are owed, other than charges for goods and services rendered, to/from a particular fund. These receivables/payables are eliminated during the aggregation process. PRELIMINARY DRAFT Use of Estimates: The preparation of financial statements in conformity with accounting principles generally acceptedReview in the United and States Discussion of America requires Purposes management to Only make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the combined financial statements and the reported amounts of revenues and expenses during- Subjectthe reporting period. to ChangeActual results could - differ from those estimates.

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

Note 2. Cash and Cash Equivalents

Custodial Credit Risk Related to Deposits: Custodial credit risk is the risk that, in the event of a bank failure, the Authority’s deposits might not be recovered. The Authority does not have a deposit policy for custodial credit risk. As of December 31, 2014 and 2013, the Authority’s bank balances of $52,130 and $55,146 (including certificates of deposit of $13,622 and $22,197 classified as investments in the statement of net position) respectively, were exposed to custodial credit risk as follows:

2014 2013

Uninsured and uncollateralized $ 49,982 $ 50,054

Uninsured and collateralized (collateral held by bank's department or agent, but not in the Authority's name) $ 685 $ 855

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

Note 3. Investment in Securities

Excluding the investments of the OPEB Trust, the Authority’s investments in various securities are maintained for specified funds in accordance with the provisions of the Indenture of Trust adopted as of July 1, 1998.

Custodial Credit Risk Related to Investments: For an investment, custodial credit risk is the risk that, in the event of the failure of the counterparty, the Authority will not be able to recover the value of its investments or collateral securities that are in possession of an outside party. Of the Authority’s investments at December 31, 2014 and 2013, $914,538 and $929,758, respectively, consisted of investments in asset backed securities, commercial paper, corporate bonds and notes, mortgage pass- through securities, municipal bonds, repurchase agreements, U.S. federal agency notes and bonds, and U.S. government treasuries, are uninsured, not registered in the name of the Authority, and held by the counterparty’s trust department or agent but not in the Authority’s name.

As of December 31, 2014 and 2013, the Authority had the following investments:

Investment Maturities 2014 2013 Asset back securities 337.48 months average $ 193 $ 914 Commercial paper 6.40 months average 50,092 51,575 Corporate bonds and notes 38.98 months average 44,714 49,728 Mortgage pass-through securities 216.95 months average 3,897 Municipal bonds 26.73 months average 110 2,556 Repurchase agreements daily 1,001 933 Short-term investmentsPRELIMINARY DRAFT2.48 months average 746,452 771,245 U.S. federal agency notes and bonds 213.02 months average 11,751 1,304 U.S. governmentReview treasuries and Discussion31.86 months average Purposes 46,603 Only 47,606 900,916 929,758 Certificates of- deposits Subject held at banks to Change - 13,622 22,197 Total $ 914,538 $ 951,955

The weighted average maturity of the Authority’s investment portfolio was 8.85 and 4.97 months as of December 31, 2014 and 2013, respectively.

The short-term investments listed above consist of money market funds. Since it is the policy of the Authority to utilize these funds for the purchase of investments with longer maturities, these amounts have been classified as investments in the statement of net position as opposed to cash and cash equivalents.

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

Credit Risk: Investments are purchased in accordance with the 1998 Indenture of Trust and its Supplemental Indenture and General Fund investment parameters and generally include U.S. government obligations, money market funds, obligations of U.S. agencies or instrumentalities, and obligations of public agencies or municipalities rated in either of the two highest rating categories by Standard & Poor’s Ratings or Moody’s Investors Services. In accordance with the 1998 Indenture of Trust and its Supplemental Indentures, the Authority invests in corporate bonds and commercial paper rated A-1 by Standard and Poor’s Corporation. Guaranteed Income Contracts are collateralized by U.S. government and agency securities, and debt obligations having a rating in the highest rating category from Moody’s Investors Service or Standard and Poor’s Rating Services. DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

Note 3. Investment in Securities (Continued)

Credit Risk (Continued): On February 20, 2013, the Authority’s Board approved Resolution 13-034, adopting a new comprehensive General Fund investment policy, which revised and refined its original investment policy. The policy redefined the approved, and non-approved, investment vehicles, in which its existing investment management firms can invest the Authority’s funds. This policy became effective July 1, 2013.

As of December 31, 2014, the following are the actual ratings by Standard & Poor’s:

Asset Corporate U.S. Federal US Actual Backed Commercial Bonds Municipal Repurchase Agency Notes Government Rating Securities Paper and Notes Bonds Agreements and Bonds Treasuries AAA - - $ 1,189 - - - $ 350 AA+ - $ 50,092 2,097 $ 110 - $ 10,789 45,303 AA $ 4 - 3,038 - - - - AA1 - - 7,047 - - - - A+ - - 9,628 - - - - A- - 9,180 - - - - A1 - - 9,340 - - - - BBB+ - - 1,738 - - - - CC 56 ------D 133 ------Unrated PRELIMINARY - - DRAFT 1,457 - $ 1,001 962 950 $ 193 $ 50,092 $ 44,714 $ 110 $ 1,001 $ 11,751 $ 46,603

Review and Discussion Purposes Only As of December 31, 2014, the following are the actual ratings by Moody’s: - Subject to Change - Asset Corporate U.S. Federal US Actual Backed Commercial Bonds Municipal Repurchase Agency Notes Government Rating Securities Paper and Notes Bonds Agreements and Bonds Treasuries Aaa - - $ 1,488 - - $ 10,789 $ 45,304 Aa1 - - 1,517 - - - - Aa2 - - 5,764 - - - - Aa3 - $ 50,092 4,472 - - - - A- - 497 - - - - A1 - - 6,411 - - - - A2 $ 4 - 10,256 $ 110 - - - A3 - - 6,675 - - - - Baa1 - - 524 - - - - Baa2 - - 4,605 - - - - Bbb - - 229 - - - - C 189 ------Unrated - - 2,276 - $ 1,001 962 1,299 $ 193 $ 50,092 $ 44,714 $ 110 $ 1,001 $ 11,751 $ 46,603

Concentration of Credit Risk: The Authority’s investment policy on the concentration of credit risk for its General Fund investments states that no limitations exist on the purchase of investments in obligations of the U.S. government and U.S. federal agencies since they are fully guaranteed by the U.S. government. DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

Note 3. Investment in Securities (Continued)

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

As of December 31, 2014 and 2013, the Authority had $50,092 and $51,575 of investments in Fortis Funding commercial paper, respectively. These investments are held under the Indentures of Trust (Debt Service Reserve Funds) and represent 5% of the Authority’s total investments for 2014 and 2013.

OPEB Trust:

As of December 31, 2014, the initial year of the OPEB Trust (Note 10), investments were as follows:

Investment Maturities 2014

Mutual funds - money market 1.00 months average $ 10,780

Interest Rate Risk: The Authority’s investment policy for the OPEB Trust calls for highly liquid, short-term investments. As a result, the fund invests in a variety of high quality money market securities designed to allow the fund to maintain a stable net asset value of $1.00 per share. These instruments include commercial paper, U.S. government agency notes, certificates of deposit, time deposits, and other obligations issuedPRELIMINARY by domestic and foreign banks. DRAFT Such investments in an open-end mutual fund are not subject to custodial credit risk because their existence is not evidenced by securities that exist in physical or book entry form. Review and Discussion Purposes Only Credit Risk: As of December 31, 2014, the actual rating by Standard & Poor’s for the mutual fund was A1+. The credit- ratingSubject reflects Standard to Change & Poor’s short-term - issuer debt rating.

Note 4. Derivative Instruments

In accordance with the requirements of Governmental Accounting Standards Board Statement No. 53, Accounting and Financial Reporting for Derivative Instruments (“GASBS 53”), related to derivative instruments, the Authority engaged a financial advisory firm to analyze the effectiveness of the two “cash- flow hedges” (specifically the 1995 and 1999 Revenue Bond swaptions). Both swaptions were found to be substantially effective. At December 31, 2014 and 2013, the value of the pay-fixed interest rate swap (1995 Revenue Bond Swaption) was $52,714 and $51,708, respectively. At December 31, 2014 and 2013, the value of the pay-fixed interest rate swap (1999 Revenue Bond Swaption) was $63,710 and $62,610, respectively. The pay-fixed interest rate swaps are classified as deferred outflows of resources on the combined statement of net position, and total $116,424 and $114,318 at December 31, 2014 and 2013, respectively.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

Note 4. Derivative Instruments (Continued)

The fair value balance and notional amounts of derivative instruments outstanding at December 31, 2014 and 2013, classified by type, and the changes in fair value of such derivative instruments for the year ended as reported in the 2014 and 2013 combined financial statements are as follows (debit (credit)):

Changes in Fair Value Fair Value at December 31, Classifi- Classifi- cation Amount cation Amount Notional 2014 2013 2014 2013 2014 2013 Investment derivatives: Receive-fixed interest rate swaption (1999 PDP, Series B, Debt Interest Derivative Service Reserve Fund) revenue $ 161 $ (120) instrument $ (144) $ (305) $ 10,436 $ 10,436 Receive-fixed interest rate swaption (1999 Revenue Bonds Debt Interest Derivative Service Reserve Fund) revenue 611 (458) instrument (548) (1,159) 39,657 39,657 Pay-fixed interest rate Interest Derivative swap revenue 49 (375) instrument (65) (114) 24,595 24,595 Cash flow hedges: Pay-fixed interest rate swap (1995 Revenue Deferred Derivative Bonds Swaption) outflow (1,006) 24,096 instrument (52,714) (51,708) 287,800 304,510 Pay-fixed interestPRELIMINARY rate DRAFT swap (1999 Revenue Deferred Derivative Bonds Swaption) outflow (1,100) 28,290 instrument (63,710) (62,610) 312,660 331,840 Review and Discussion Purposes Only At December 31, 2010, the Authority determined that a portion of the 1999 Revenue Bonds cash flow hedge, pay-fixed- Subject interest rate swap to noChange longer met the - criteria for effectiveness due to the partial 2010 refunding of the 1999 Revenue Bonds; therefore, this cash flow hedge was reclassified as an investment derivative, with a notional value of $24,595 as of December 31, 2014. The fair values of the interest rate swaptions and swaps are indicative value based on mid-market levels as of the close of business on December 31, 2014 and 2013, and were derived from proprietary models based upon well-recognized financial principles and reasonable estimates about relevant future market conditions.

Objective and Terms of Hedging Derivative Instruments: The following table summarizes the objective and terms of the Authority’s hedging instruments outstanding at December 31, 2014:

Notional Effective Maturity Type Objective Amount Date Date Terms Pay-fixed interest Hedge of changes Pay 5.447%; rate swap (1995 in cash flows of the receive 66% of Revenue Bonds 2008 Revenue one-month Swaption) Refunding Bonds $ 287,800 01/01/06 01/01/26 LIBOR Pay-fixed interest Hedge of changes Pay 5.738%; rate swap (1999 in cash flows of the receive 66% of Revenue Bonds 2010 Revenue one-month Swaption) Refunding Bonds $ 312,660 01/01/10 01/01/26 LIBOR

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

Note 4. Derivative Instruments (Continued)

1995 Revenue Bonds Swaption: On May 2, 2001, the Authority entered into the 1995 Revenue Bonds Swaption with UBS AG in the initial notional amount of $358,215. Under the 1995 Revenue Bonds Swaption, UBS AG had the option, exercisable 120 days preceding January 1, 2006, January 1, 2007, and January 1, 2008, to elect to have the 1995 Revenue Bonds Swaption commence on the January 1 next succeeding the exercise of the option. Under the 1995 Revenue Bonds Swaption, (i) UBS AG was obligated to pay to the Authority $7,144 on January 1, 2006, as an exercise premium amount; (ii) UBS AG is obligated to pay periodic payments (payable monthly) to the Authority based upon a variable rate of 66% of the USD-LIBOR-BBA index; and (iii), the Authority is obligated to pay periodic payments (payable monthly) to UBS AG based upon a fixed rate of 5.447% per annum. The periodic interest rates are applied to the notional amount of the 1995 Revenue Bonds Swaption, which amortizes annually, commencing January 1, 2007, from its initial notional amount. Only the net difference in the periodic payments is to be exchanged between the Authority and UBS AG.

The periodic payment obligations of the Authority under the 1995 Revenue Bonds Swaption are secured and payable equally and ratably with Bonds issued under the 1998 Revenue Bond Indenture. Regularly scheduled periodic payments to be made by the Authority under the 1995 Revenue Bonds Swaption are insured by Ambac Assurance. In addition to other Events of Default and Termination Events (as defined in the 1995 Revenue Bond Swaption), there exists an Additional Termination Event with respect to the Authority if the credit rating of Bonds issued under the 1998 Revenue Bond Indenture (without reference to municipal bond insurance or credit enhancement) falls below “Baa3” with respect to Moody’s Investors Service (“Moody’s”) or “BBB-” with respect to Standard & Poor’s Ratings Group (“S&P”) or Fitch Ratings (“Fitch”), or the Bonds cease to be rated by one of Moody’s, S&P or Fitch (and such rating agencies are still in the businessPRELIMINARY of rating obligations such asDRAFT the Bonds). However, as provided in the 1995 Revenue Bond Swaption, so long as no Insurer Credit Event (as defined therein) has occurred, no Early Termination DateReview can be designated and unless Discussion Ambac Assurance Purposes has consented in writing Only thereto.

In consideration- Subjectfor entering into to the Change1995 Revenue Bonds- Swaption, the Authority received a net up- front, non-refundable option payment in the amount of $22,446 from UBS AG, which has been recorded on the combined financial statements as a noncurrent liability (premium payment payable - derivative companion instrument). In accordance with the provisions of GASBS No. 53, this derivative companion instrument is considered a “borrowing” resulting from the intrinsic value of the swaption at inception. During the option period, interest accretes at the effective rate implied by the cash flows on the borrowing at inception. Once the swaption is exercised, and becomes an active swap, a portion of the swap interest payments are attributed to principal and interest payments on the borrowing.

On September 3, 2005, UBS AG advised the Authority that it was exercising its option on this swaption as of January 1, 2006. As a result, UBS AG paid the Authority $7,144 on January 3, 2006 as an exercise premium, which has been recorded as an unearned revenue and is being amortized as interest revenue over the life of the interest rate swap agreement. The Authority made its initial net monthly swap payment in February 2006. The Authority is current on its 2014 monthly net swap interest payments to UBS AG, which totaled $13,642 and $14,410 as of December 31, 2014 and 2013, respectively.

On June 21, 2012, Moody’s downgraded UBS’ long-term ratings from Aa3 to A2. The ratings of the counterparty (UBS AG) to the 1995 Revenue Bonds Swap by Moody’s, S&P, and Fitch are A2, A, and A, respectively, as of December 31, 2014. As of December 31, 2014 the 1995 Revenue Bond Swaption had a mark-to-mark value of ($70,166). As of December 31, 2014, the notional value of the swap was $287,800.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

Note 4. Derivative Instruments (Continued)

1995 Revenue Bonds Swaption (Continued): The following schedule represents the accretion of interest and amortization of the premium payment payable – derivative companion instrument through the term of the interest rate swap agreement, at an effective interest rate of 4.62324%:

Imputed Year Ending Beginning Interest Debt Ending December 31, Balance Accrual Payment Balance 2015$ 11,934 $ 552 $ (2,226) $ 10,260 2016 10,260 474 (2,072) 8,662 2017 8,662 400 (1,911) 7,151 2018 7,151 331 (1,741) 5,741 2019 5,741 265 (1,561) 4,445 2020-2024 4,445 559 (4,755) 249 2025 249 11 (260) -

1999 Revenue Bonds Swaption: On May 2, 2001, the Authority entered into the 1999 Revenue Bonds Swaption with UBS AG in the initial notional amount of $403,035. Under the 1999 Revenue Bonds Swaption, UBS AG had the option, exercisable 120 days preceding January 1, 2010, January 1, 2011, and January 1, 2012, to elect to have the 1999 Revenue Bonds Swaption commence on the January 1 next succeeding the exercise of the option. Under the 1999 Revenue Bonds Swaption, if exercised, (i) UBS AG is obligated to pay periodic payments (payable monthly) to the Authority based upon a variable rate of 66% ofPRELIMINARY the USD-LIBOR-BBA index, andDRAFT (ii), the Authority is obliged to pay periodic payments (payable monthly) to UBS AG based upon a fixed rate of 5.738% per annum. The periodic interest rates are applied toReview the notional amount and of Discussion the 1999 Revenue Bonds Purposes Swaption, which Only amortizes annually, commencing January 1, 2011, from its initial notional amount. Only the net difference in the periodic payments is to- be Subject exchanged between to Change the Authority and - UBS AG.

Once exercised, the 1999 Revenue Bonds Swaption would continue (unless earlier terminated) through January 1, 2026. The periodic payment obligations of the Authority under the 1999 Revenue Bonds Swaption (if exercised) are secured and payable equally and ratably with Bonds issued under the 1998 Revenue Bond indenture. Regularly scheduled periodic payments to be made by the Authority under the 1999 Revenue Bonds Swaption are insured by Ambac Assurance. In addition to other Events of Default and Termination Events (as defined in the 1999 Revenue Bonds Swaption), there exists an Additional Termination Event with respect to the Authority if the credit rating of Bonds issued under the 1998 Revenue Bond Indenture (without reference to municipal bond insurance or credit enhancement), falls below “Baa3” with respect to Moody’s or “BBB-” with respect to S&P or Fitch, or the Bonds cease to be rated by one of Moody’s, S&P or Fitch (and such rating agencies are still in the business of rating obligations such as the Bonds).

However, as provided in the 1999 Revenue Bond Swap, so long as no Insurer Credit Event (as defined therein) has occurred, no Early Termination Date can be designated unless Ambac Assurance has consented in writing thereto.

In consideration for entering into the 1999 Revenue Bonds Swaption, the Authority received a net up- front, non-refundable option payment in the amount of $20,142 from UBS AG, which has been recorded on the combined financial statements as a noncurrent liability (premium payment payable – derivative companion instrument). In accordance with the provisions of GASBS 53, this derivative companion instrument is considered a “borrowing” resulting from the intrinsic value of the swaption at inception. During the option period, interest accretes at the effective rate implied by the cash flows on the borrowing at inception. Once the swaption is exercised, and becomes an active swap, a portion of the swap interest payments are attributed to principal and interest payments on the borrowing. DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

Note 4. Derivative Instruments (Continued)

1999 Revenue Bonds Swaption (Continued): On September 3, 2009, UBS AG advised the Authority that it was exercising its option on this swaption as of January 1, 2010. The Authority began making net interest payments to USB AG, the counterparty, commencing in February 2010, representing January’s net interest payment. The Authority is current on its 2014 monthly net swap interest payments to UBS AG, which totaled $16,492 and $17,415 as of December 31, 2014 and 2013, respectively.

On June 21, 2012, Moody’s downgraded UBS’ long-term ratings from Aa3 to A2. The ratings of the counterparty (UBS AG) to the 1999 Revenue Bonds Swap by Moody’s, S&P, and Fitch are A2, A, and A, respectively, as of December 31, 2014. As of December 31, 2014 the 1999 Revenue Bond Swaption had a mark-to-mark value of ($88,316). As of December 31, 2014, the notional value of the swap was $312,660.

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

Imputed Year Ending Beginning Interest Debt Ending December 31, Balance Accrual Payment Balance 2015$ 17,401 820$ $ (3,245) $ 14,976 2016 14,976 706 (3,024) 12,658 PRELIMINARY2017 12,658 DRAFT 597 (2,793) 10,462 2018 10,462 493 (2,547) 8,408 Review2019 and Discussion 8,408 396 Purposes (2,287) 6,517Only 2020-2024 6,517 837 (6,987) 367 - Subject2025 to Change 367 - 17 (384) -

Net Swap Payments: Using rates as of December 31, 2014 and assuming the rates are unchanged for the remaining term of the bonds, the following table shows the debt service requirements and net swap payments for the Authority’s hedged variable rate bonds:

Variable Rate Bonds Swap Interest Payments Total Year Ending Variable Net Bonds and December 31, Principal Interest Total Fixed Pay Received Pay Swaps 2015 $ 37,920 $ 126 $ 38,046 $ 35,028 $ 654 $ 34,374 $ 72,420 2016 40,035 118 40,153 32,904 609 32,295 72,448 2017 42,290 109 42,399 30,660 562 30,098 72,497 2018 44,645 100 44,745 28,291 513 27,778 72,523 2019 47,155 90 47,245 25,789 464 25,325 72,570 2020-2024 278,525 291 278,816 86,217 1,325 84,892 363,708 2025-2026 134,485 29 134,514 11,408 151 11,257 145,771 $ 625,055 $ 863 $ 625,918 $ 250,298 $ 4,278 $ 246,020 $ 871,938

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

Note 4. Derivative Instruments (Continued)

Objective and Terms of Investment Derivative Instruments: On August 21, 2000, the Authority entered into two (2) interest rate agreements with Bank of America, N.A. in the notional amounts of $39,657 (the “2000 Swaption #1”) and $10,436 (the “2000 Swaption #2”, and together with the 2000 Swaption #1, the “2000 Swaptions”). Under the 2000 Swaptions, Bank of America, N.A. has the option on certain future dates (two business days preceding July 1, 2005 and each January 1 and July 1 thereafter through and including July 1, 2025 with respect to the 2000 Swaption #1 and two business days preceding January 2, 2006 and each July 1 and January 1 thereafter through and including July 1, 2025 with respect to the 2000 Swaption #2) to cause the 2000 Swaption #1 or the 2000 Swaption #2, as applicable, to commence on the next succeeding January 1 or July 1. If an option is exercised, the 2000 Swaption #1, or the 2000 Swaption #2, as applicable, would continue (unless earlier terminated) through January 1, 2026. The Authority’s obligations under the 2000 Swaptions are general unsecured corporate obligations.

If the options relating to the 2000 Swaption #1 or the 2000 Swaption #2 are exercised, Bank of America, N.A. is obligated to pay periodic interest payments (payable monthly) to the Authority based upon a fixed rate of 5.9229% per annum, and the Authority is obligated to pay periodic interest payments (payable monthly) to Bank of America, N.A. at a variable rate based upon the Securities Industry and Financing Markets Association (SIFMA) (formerly the BMA Municipal Swap Index) (a tax-exempt variable rate index). Only the net difference in the periodic payments owed would be exchanged between Bank of America, N.A. and the Authority. As of December 31, 2014, Bank of America, N.A. has not exercised its options on the aforementioned swaptions with a value totaling ($692).

In consideration for entering into the 2000 Swaptions, the Authority received net up-front, non-refundable option paymentsPRELIMINARY in the aggregate amount of DRAFT$1,400 from Bank of America, N.A., which represented the time value for holding the written option. Such payments were recorded as unearned revenue and amortized as interestReview revenue andin prior years.Discussion No balance remained Purposes as of December Only 31, 2014 and 2013.

Risks Related -to SubjectDerivative Instruments: to Change -

Credit Risk: For the years ended December 31, 2014 and 2013, the Authority was not exposed to credit risk on its hedging derivative instruments or investment derivatives as all such derivative instruments were in a liability position based on their fair values. The credit ratings of the counterparties, however, are A2, A, and A as rated by Moody’s, S&P, and Fitch, respectively, as of December 31, 2014 and 2013.

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

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

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

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

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

Note 4. Derivative Instruments (Continued)

Risks Related to Derivative Instruments (Continued):

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

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

At its September 2014 meeting, the Authority’s Board approved resolution DRPA 14-116 entitled “Authorization to Terminate and Replace Existing UBS Swaps with New Swap Counterparty(ies)“ which authorized the Authority to terminate its existing swaps with UBS “in order to reduce Authority swap exposure andPRELIMINARY to provide more favorable terms DRAFT to the Authority.” In addition, the Authority adopted a written swap policy. (Note: subsequent to the passage of DRPA-14-116, the Authority issued a RFQ related to the Reviewpossible replacement and ofDiscussion its existing counterparty, Purposes and is presently Only working with several respondents to complete the ISDA Master agreement and other documentation necessary to change the current counterparty.- Subject to Change -

Note 5. Accounts Receivable

Accounts receivable for December 31, 2014 and December 31, 2013 are as follows:

2014 2013 Reimbursements from governmental agencies - capital improvements to the PATCO system due from the $ 3,481 $ 4,199 Federal Transit Administration Reimbursements from governmental agencies - FTA, DOT, FEMA, PEMA, and U.S. and NJ Homeland Security 709 1,487 Development projects 3,563 3,500 E-ZPass bridge tolls from other agencies 3,762 4,348 Other 1,122 1,657 Gross receivables 12,637 15,191 Less: allowance for uncollectibles (3,500) (3,500) Net total receivables $ 9,137 $ 11,691

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

Note 6. Changes in Long-Term Liabilities

Long-term liability activity for the year ended December 31, 2014 is as follows:

Beginning Ending Due within Balance Increases Decreases Balance 1 Year Bonds payable 1999 Port District Project Bonds $ 31,080 $ (3,405) $ 27,675 $ 3,665 2008 Revenue Refunding Bonds 304,510 (16,710) 287,800 17,620 2010 Revenue Refunding Bonds 350,000 (12,745) 337,255 20,300 2010 Revenue Bonds 308,375 308,375 2012 Port District Project Refunding Bonds 153,030 (5,790) 147,240 5,800 2013 Revenue Bonds 476,585 476,585 Issuance discounts/premiums 31,135 $ 25 (2,912) 28,248 Total bonds payable 1,654,715 25 (41,562) 1,613,178 47,385 Other liabilities Claims and judgments 6,854 6,234 (10,431) 2,657 721 Self-insurance 3,687 3,484 (2,588) 4,583 2,000 Sick and vacation leave 4,122 22 (246) 3,898 975 Unearned revenue 8,682 1,670 (1,023) 9,329 4,421 Other (includes net OPEB obligation) 41,502 5,543 (15,600) 31,445 Premium payment payable - derivative companion instrument 33,588 (4,253) 29,335 5,471 Derivative instrumentPRELIMINARY - interest rate swap 116,646DRAFT 2,106 (1,570) 117,182 $ 1,869,796 $ 19,084 $ (77,273) $ 1,811,607 $ 60,973

Review and Discussion Purposes Only Long-term liability activity for the year ended December 31, 2013 is as follows:

- Subject to ChangeBeginning - Ending Due within Balance Increases Decreases Balance 1 Year

Bonds payable 1999 Port District Project Bonds $ 34,250 $ (3,170) $ 31,080 $ 3,405 2008 Revenue Refunding Bonds 320,355 (15,845) 304,510 16,710 2010 Revenue Refunding Bonds 350,000 350,000 12,745 2010 Revenue Bonds 308,375 308,375 2012 Port District Project Refunding Bonds 153,030 153,030 5,790 2013 Revenue Bonds $ 476,585 476,585 Issuance discounts/premiums 21,778 11,818 (2,461) 31,135

Total bonds payable 1,187,788 488,403 (21,476) 1,654,715 38,650

Other liabilities Claims and judgments 5,892 3,330 (2,368) 6,854 1,500 Self-insurance 3,252 2,040 (1,605) 3,687 1,709 Sick and vacation leave 4,394 86 (358) 4,122 1,031 Unearned revenue 8,986 619 (923) 8,682 3,312 Other (includes net OPEB obligation) 41,363 5,443 (5,304) 41,502 Premium payment payable - derivative companion instrument 37,969 1,776 (6,157) 33,588 5,824 Derivative instrument - interest rate swap 168,077 (51,431) 116,646

$ 1,457,721 $ 501,697 $ (89,622) $ 1,869,796 $ 52,026

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

Note 7. Investment in Facilities

Capital assets for the year ended December 31, 2014 were as follows:

Beginning Ending Balance Increases Decreases Balance Capital assets not being depreciated Land $ 74,225 $ 74,225 Construction in progress 290,453 $ 131,992 $ (74,167) 348,278 Total capital assets not being depreciated 364,678 131,992 (74,167) 422,503 Capital assets being depreciated Bridges and related building and equipment 1,124,425 18,118 (4,358) 1,138,185 Transit property and equipment 506,193 56,012 (2,339) 559,866 Port enhancements 6,665 38 6,703 Total capital assets being depreciated 1,637,283 74,168 (6,697) 1,704,754 Less: accumulated depreciation for: Bridges and related building and equipment (489,630) (36,720) 4,358 (521,992) Transit property and equipment (234,427) (20,342) 2,339 (252,430) Port enhancements (4,450) (363) (4,813) Total accumulated depreciation (728,507) (57,425) 6,697 (779,235) Total capital assets being depreciated, net 908,776 16,743 - 925,519 Total capitalPRELIMINARY assets, net DRAFT$ 1,273,454 $ 148,735 $ (74,167) $ 1,348,022

Capital assetsReview for the year ended and December Discussion 31, 2013 were as Purposes follows: Only

Beginning Ending - Subject to ChangeBalance - Increases Decreases Balance Capital assets not being depreciated Land $ 74,225 $ 74,225 Construction in progress 304,030 $ 87,468 $ (101,045) 290,453 Total capital assets not being depreciated 378,255 87,468 (101,045) 364,678 Capital assets being depreciated Bridges and related building and equipment 1,059,369 65,056 1,124,425 Transit property and equipment 470,756 35,578 (141) 506,193 Port enhancements 6,254 411 6,665 Total capital assets being depreciated 1,536,379 101,045 (141) 1,637,283 Less: accumulated depreciation for: Bridges and related building and equipment (455,216) (34,414) (489,630) Transit property and equipment (214,375) (20,052) (234,427) Port enhancements (4,115) (335) (4,450) Total accumulated depreciation (673,706) (54,801) (728,507) Total capital assets being depreciated, net 862,673 46,244 (141) 908,776 Total capital assets, net $ 1,240,928 $ 133,712 $ (101,186) $ 1,273,454

Total depreciation expense for the years ended December 31, 2014 and 2013 was $57,425 and $54,801, respectively.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

Note 8. Deferred Compensation Plan

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

Note 9. Pension Plans

Employees of the Authority participate in the Pennsylvania State Employees’ Retirement System, the Public Employees’ Retirement System of New Jersey, or the Teamsters Pension Plan of Philadelphia and Vicinity.

Pennsylvania State Employees’ Retirement System:

Plan Description: Permanent full-time and part-time employees are eligible and required to participate in this cost-sharing multiple-employer defined benefit plan that provides pension, death and disability benefits.

A member may retire after completing three years of service and after reaching normal retirement age (the age of 60,PRELIMINARY except police officers at age DRAFT 50, or the age at which 35 years of service has been completed, whichever occurs first). Benefits vest after five years of service, or after 10 years of service for those hiredReview on or after January and 1, Discussion2011. If an employee Purposes terminates his or her Only employment after at least five years of service (10 years if hired on or after January 1, 2011) but before the normal retirement age, he or she- Subjectmay receive pension to Change benefits imm ediately- or defer pension benefits until reaching retirement age. Employees who retire after reaching the normal retirement age with at least three years of credited service who started on or prior to December 31, 2010 are entitled to receive pension benefits equal to 2.5% (2.0% for employees starting on or after January 1, 2011, unless they opt to pay more to be eligible for the 2.5%) of their final average compensation (average of the three highest years in earnings) times the number of years for which they were a participant in the plan. The pension benefits received by an employee who retires after five years of credited service but before normal retirement age are reduced for the number of years that person is under normal retirement age.

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

The Pennsylvania State Employees’ Retirement System issues a publicly available annual financial report, including financial statements, which may be obtained by writing to Pennsylvania State Employees’ Retirement System, 30 North Third Street, Harrisburg, Pennsylvania 17108-1147.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

Note 9. Pension Plans (Continued)

Pennsylvania State Employees’ Retirement System (Continued):

Funding Policy: The contribution requirements of plan members and the Authority are established and amended by the Pennsylvania State Employees’ Retirement System Board. As of January 1, 2002, employees are required to contribute 6.25% (unless opting for 9.33% deductions in order to be eligible for the 2.5% pension compensation) of their gross earnings to the plan. The Authority was required to, and did, contribute an actuarially determined amount to the plan, which equaled 12.57%, 12.57% and 9.42%, of covered payroll in 2014, 2013 and 2012, respectively. In 2014, 2013 and 2012, the Authority’s required contributions to the plan were $6,850, $5,407, and $4,084, respectively, which represented 100% of the required contribution for the aforementioned years.

New Jersey Public Employees Retirement System (NJ PERS):

Plan Description: Permanent full-time employees, hired after January 1, 2002, who were members of NJ PERS when they were hired, are eligible to participate in the cost-sharing multiple-employer defined benefit plan (administered by the New Jersey Division of Pensions and Benefits). The NJ PERS was established in 1955. The PERS provides retirement, death and disability, and medical benefits to qualified members. Vesting and benefit provisions are established by N.J.S.A. 43:15A and 43:3B.

Funding Policy: The contribution requirements of plan members are determined by State statute. In accordance with Chapter 62, P.L. 1994, plan members enrolled in the NJ PERS were required to contribute 5% of their annual covered salary. Effective July 1, 2008, however, in accordance with Chapter 92, P.L.PRELIMINARY 2007 and Chapter 103, P.L. DRAFT 2007, plan members were required to contribute 5.5% of their annual covered salary. For employees enrolled in the retirement system prior to July 1, 2008, the increase was effectiveReview with the and payroll Discussionperiod that began immediately Purposes after July 1, Only2008. Pursuant to the provisions of Chapter 78, P.L. 2011, effective October 1, 2011, the active member contribution rate increased to 6.5%, plus an additional 1.0% phased-in over seven years. The phase-in of the additional incremental member- Subject contribution toamount Change began July 1, -2012 and increases each subsequent July 1. The State Treasurer has the right under the current law to make temporary reductions in member rates based on the existence of surplus pension assets in the retirement system; however, the statute also requires the return to the normal rate when such surplus pension assets no longer exist.

The Authority is billed annually for its normal contribution, plus any accrued liability. The Authority began sending employee contributions to NJ PERS beginning in January 2006. The year 2008 was the first year that the Authority was required to, and did, contribute an actuarially determined amount to the plan. For the years ended December 31, 2014, 2013 and 2012, the Authority’s total contribution to the plan was $93, $83 and $117, respectively, which represented 100% of the required contribution for the aforementioned years. For the years ended December 31, 2014, 2013 and 2012, the contributions consisted of a normal contribution amount of $26, $25 and $33, respectively and an accrued liability amount of $67, $58 and $84, respectively.

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

Teamsters Pension Plan of Philadelphia and Vicinity:

Plan Description: Certain represented employees are eligible and required to participate in the Teamsters Pension Plan of Philadelphia and Vicinity, which is a cost-sharing, multiple-employer benefit plan which provides pension, death and disability benefits. A member may retire at the later of (a) the date the employee reaches 65 or (b) the tenth anniversary of the employee’s commencement of participation in the plan.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

Note 9. Pension Plans (Continued)

Teamsters Pension Plan of Philadelphia and Vicinity (Continued):

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

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

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

Funding Policy: The Teamsters Pension Plan is controlled by the Teamsters Pension Plan of Philadelphia and Vicinity Board. The employer’s contribution requirements are determined under the terms of one Collective Bargaining Agreement in force between the employer and the Teamsters. During 2014, the Authority was PRELIMINARYrequired to and did contribute twenty- DRAFTone dollars and eighty cents ($21.80) per day for each PATCO participating employee. The Authority’s contributions totaled 8.02%, 8.02% and 8.22% of covered payrollReview in 2014, 2013 and and 2012,Discussion respectively. ThePurposes employees of theOnly Authority make no contributions to the plan. The Authority contributed $1,066, $1,066, and $1,076 in 2014, 2013 and 2012, respectively, which represented 100% of the required contribution for the aforementioned years. - Subject to Change - The Teamsters Pension Plan of Philadelphia and Vicinity issues a publicly available annual financial report, including financial statements, which may be obtained by writing to Teamsters Pension Plan of Philadelphia and Vicinity, Fourth and Cherry Streets, Philadelphia, Pennsylvania 19106.

Note 10. Postemployment Healthcare Plan

Plan Description: The Authority provides certain health care and life insurance benefits for retired employees, where such benefits are established and amended by the Authority’s Board of Commissioners. The Authority’s Plan provides two agent multiple-employer post-employment healthcare plans which cover two retiree populations: eligible retirees under the age of sixty-five (65) receive benefits through Amerihealth and eligible retirees sixty-five (65) and over receive benefits through the United Health Group (in partnership with AARP) and Aetna. Life insurance benefits to qualifying retirees are provided through Prudential. The plans are administered by the Authority; therefore, premium payments are made directly by the Authority to the insurance carriers.

During 2014, the Authority’s Board of Commissioners passed resolution DRPA-14-057 authorizing the Authority to make an initial OPEB contribution in the amount of $10,790 to the newly established OPEB Trust, which was established with PNC Institutional Management. The OPEB Trust is irrevocable and is exempt from federal and state income taxes under Internal Revenue Code Section 115. The sole purpose of the OPEB Trust is to provide funds to pay postemployment benefits to qualified retirees and their dependents.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

Note 10. Postemployment Healthcare Plan (Continued)

Funding Policy: Employees become eligible for retirement benefits based on hire date and years of service. For employees hired after January 1, 2007, no subsidized retiree benefits are offered. The contribution requirements of plan members and the Authority are established, and may be amended, by the Authority’s Board of Commissioners. Plan members receiving benefits contribute the following amounts: $65 per month for retiree-only coverage for the base plan, $130 per month for retiree/spouse (or retiree/child) coverage, and $195 per month for retiree/family (or children) coverage to age sixty-five (65) for the base plan, and $55 per month per retiree, per dependent for both the United Health Group (in partnership with AARP) and Aetna coverages. An additional amount is required for those retirees, under age sixty-five (65), who opt to participate in the “buy-up plan” for retirees and their dependents.

As previous stated, the Authority made its initial irrevocable contribution to the OPEB Trust during 2014. Prior to 2014, the Authority funded its current retiree postemployment benefits cost on a “pay-as-you-go“ basis, net of plan member contributions. The Authority’s contributions to the Plan, which includes the “pay-as-you-go“ costs, net of plan member contributions, for the years ended 2014, 2013, and 2012 were $15,600, $5,304 and $4,242, respectively.

Future Retirees: In accordance with GASBS No.45, the Authority is required to expense the annual required contribution (ARC) of the employer, an amount actuarially determined in accordance with the parameters of GASBS 45. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any unfunded actuarial liabilities (or funding excess) over a period not to exceed thirty (30) years. The ARC includes the costs of both current and future retirees. The current ARC was determined to be $5,056, at an unfunded discount rate of 5%. As stated above, PRELIMINARYthe Authority has begun funding DRAFT the actuarial accrued liability for postemployment benefits.

Annual OPEBReview Cost: The Authority’s and aDiscussionnnual required contribution Purposes (ARC), the interest Only on the net OPEB obligation, the adjustment to the ARC, the increase or decrease in the net OPEB obligation, the net OPEB obligation,- Subject and the percentage to Change of annual OPEB - cost contributed to the plan for 2014, 2013 and 2012 are as follows:

2014 2013 2012 Annual required contribution (arc)$ 5,056 $ 4,963 $ 5,347 Interest on the net OPEB obligation 2,075 2,068 1,978 Adjustment to the arc (1,588) (1,588) (1,270) Annual OPEB cost 5,543 5,443 6,055 Pay-as-you go cost (existing retirees) (4,810) (5,304) (4,242) Increase (decrease) in the net OPEB obligation 733 139 1,813 Net OPEB Obligation, January 1 41,502 41,363 39,550 OPEB Obligation, December 31 42,235 41,502 41,363 OPEB Trust Contributions (10,790) - -

Net OPEB Obligation, December 31 $ 31,445 $ 41,502 $ 41,363

Percentage of Annual OPEB Cost Contributed 281% 97% 70%

Funded Status and Funding Progress: Using the report from January 1, 2013, the most recent actuarial valuation date, the results were rolled forward to calculate year-end December 31, 2014. The actuarial accrued liability for benefits as of December 31, 2014 was $115,245, and the actuarial value of plan assets was $10,780, or 9.4% funded, resulting in an unfunded actuarial accrued liability (UAAL) of $104,465. DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

Note 10. Postemployment Healthcare Plan (Continued)

Funded Status and Funding Progress (Continued): The covered payroll (annual payroll of active employees covered by the plan) was $43,453 and the ratio of the UAAL to the covered payroll was 240.4%. (For additional information, please refer to the “required supplementary information schedule of funding progress for health benefits plan” shown at the end of the footnote section.) Actuarial valuations of an ongoing plan involve estimates of the value of reported amounts and assumptions about the probability of occurrence of events far into the future.

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

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

In the JanuaryPRELIMINARY 1, 2013 actuarial valuation, theDRAFT projected unit credit actuarial cost method was used. Under this method an actuarial accrued liability is determined as the actuarial present value of the portion of projected benefitsReview which is allocatedand Discussion to service before the currentPurposes plan year. In Onlyaddition, a normal cost is determined as the actuarial present value of the portion of projected benefits which is allocated to service in the -current Subject plan year for to each Change active participant - under the assumed retirement age. The UAAL is being amortized (straight-line) for thirty (30) year on an open basis. The actuarial assumptions included the following:

Mortality: The mortality table employed in the valuation was the RP2000 Healthy Table Male and Female.

Inflation Rate: 2.5% per annum compounded annually.

Discount Rate: Future costs have been discounted at the rate of 5.00% compounded annually for GASBS 45 purposes.

Turnover: Assumptions for terminations of employment other than for death or retirement will vary by age and years of service with rates of turnover based on State Employees Retirement System of Pennsylvania.

Disability: No terminations of employment due to disability were assumed. Retirees resulting from a disability were factored into the determination of age at retirement.

Age of Retirement: The assumption that the active participants, on average, will receive their benefits when eligible, but no earlier than age 55.

Spousal Coverage: Married employees will remain married.

Prior Service: No prior service for active employees was assumed.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

Note 10. Postemployment Healthcare Plan (Continued)

Actuarial Methods and Assumptions (Continued):

Health Care Cost Trend Rate:

Year Pre-65 Post-65

Initial Trend 01/01/15 to 01/01/18 9.0% 9.0% Ultimate Trend 01/01/19 to later 5.0% 5.0% Grading Per Year 1.0% 1.0%

Projected Salary Increase: Annual salary increase is 2.5%.

Administration Expenses: The annual cost to administer the retiree claims was assumed at 2.5% which was included in the annual health care costs.

Employee Contributions: It was assumed that employees will contribute two thousand six hundred and eleven ($2,611) per year for family medical coverage and eight hundred eighty four ($884) for single medical coverage.

Note 11. Indentures of Trust

The Authority is subject to the provisions of the following indentures of Trust: Revenue Refunding Bonds of 1998, dated July 1, 1998; the Revenue Refunding Bonds of 2008, dated July 25, 2008 and the Revenue RefundingPRELIMINARY Bonds of 2010 and the 2010DRAFT Revenue Bonds (Series D), dated May 15, 2010 and July 15, 2010 respectively; and the 2013 Revenue Bonds, dated December 1, 2013, respectively (collectively theReview “Bond Resolution”) and; the Discussion Port District Project Bonds Purposes of 1999, dated OnlyDecember 1, 1999,and the 2012 Port District Project Refunding Bonds, dated December 1, 2012. - Subject to Change - The Bond Resolution requires the maintenance of the following accounts:

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

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

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

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

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

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

Note 11. Indentures of Trust (Continued)

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

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

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

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

Note 12. Funded and Long-Term Debt Review and Discussion Purposes Only At December 31, 2014, the Authority had $1,613,178 in Revenue, Revenue Refunding, and Port District Project Bonds- outstanding, Subject consisting to Change of bonds issued - in 1999, 2008, 2010, 2012 and 2013. The 1999 Port District Project Bonds were issued pursuant to an Indenture of Trust dated December 1, 1999. The 2008 Revenue Refunding Bonds were issued pursuant to the Indenture of Trust dated July 1, 1998, as supplemented by a Fourth Supplemental Indenture dated October 1, 2007 and a Fifth Supplemental Indenture dated July 15, 2008. The 2010 Revenue Refunding Bonds were issued pursuant to an Indenture of Trust as previously supplemented by five supplemental indentures thereto and as further supplemented by a Sixth Supplemental Indenture dated as of March 15, 2010. The 2010 Revenue Bonds were issued pursuant to Indenture of Trust, dated as of July 1, 1998, a Sixth Supplemental Indenture, dated as of March 15, 2010, and a Seventh Supplemental Indenture, dated as of July 1, 2010. The 2012 Port District Project Refunding Bonds were issued pursuant to an Indenture of Trust dated December 1, 2012. The 2013 Revenue Bonds were issued pursuant an Indenture of Trust, a Ninth Supplemental Indenture, dated as of December 1, 2013.

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

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

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

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

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

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

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

The 1999 Port District Project Bonds (Series A) outstanding at December 31, 2014 are as follows: PRELIMINARY DRAFT Maturity Date Interest Principal Maturity Date Interest Principal Review(January 1) and Rate/Yield Discussion Amount (January Purposes 1) Rate/Yield Only Amount - Subject to ChangeTerm -Bonds 2015 7.63%$ 3,665 2019 7.63%$ 4,920 2016 7.63% 3,945 2020 7.63% 5,295 2017 7.63% 4,245 2021 7.63% 1,035 2018 7.63% 4,570 Total par value of 1999 Port District Project Bonds$ 27,675

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

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

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

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

The 2008 Revenue Refunding Bonds were issued pursuant to the Compact, the New Jersey Act, the Pennsylvania Act (as such terms are defined herein) and an Indenture of Trust dated as of July 1, 1998, by and between the Authority and TD Bank, N.A., Cherry Hill, New Jersey, as successor to Commerce Bank, N.A. (the “Trustee”), as supplemented by a First Supplemental Indenture dated as of July 1, 1998, a Second Supplemental Indenture dated as of August 15, 1998, a Third Supplemental Indenture dated as of December 1, 1999, a Fourth Supplemental Indenture dated as of October 1, 1997 and a Fifth Supplemental Indenture dated as of July 15, 2008 (the “Fifth Supplemental Indenture”) (collectively, the “1998 Revenue Bond Indenture”).

The 2008 Revenue Refunding Bonds, together with all other indebtedness outstanding under the 1998 Revenue Bond Indenture and any parity obligations hereafter issued under the 1998 Revenue Bond Indenture, are equally and ratably payable solely from and secured by a lien on and security interest in (i) the Net Revenues described herein, (ii) all moneys, instruments and securities at any time and from held by the Authority or the Trustee in any Fund created or established under the 1998 Revenue Bond Indenture and (iii) the proceeds of all the foregoing, except for the moneys, instruments and securities held in the 1998PRELIMINARY General Fund and the 1998 RebateDRAFT Fund. The 2008A Letter of Credit (as defined herein) secures only the 2008A Revenue Refunding Bonds and the 2008B Letter of Credit (as defined herein) secures only theReview 2008B Revenue and Refunding Discussion Bonds. Purposes Only

The 2008 Revenue- Subject Refunding Bondsto Change are subject to purchase- on the demand of the holder at a price equal to principal plus accrued interest on seven days’ notice and delivery to the Authority’s tender agent, TD Bank, N.A. The tender agent shall provide a copy of said notice to the applicable remarketing agent, who is authorized to use its best efforts to sell the repurchased bonds at a price equal to 100 percent of the principal plus accrued interest to the purchase date.

Under irrevocable direct pay letters of credit (“DPLOC”) issued by Bank of America, N.A. and TD Bank, N.A., the trustee or the remarketing agent is entitled to draw an amount sufficient to pay the purchase price of the bonds delivered to it. The letters of credit (“LOC”) require the Authority to make immediate payment of any draws under the line and were valid through July 23, 2013. In 2013, the letters of credit were extended as noted below.

The Authority was initially required to pay annual facility fees to Bank of America, N.A. and TD Bank, N.A. for the letters of credit. The initial facility fee was calculated based on 1.35% of the gross amount available under the line based on the Authority’s bond ratings, as determined by Moody’s and S&P. In addition, the Authority was required to pay an annual remarketing fee, payable quarterly in arrears, equal to 0.07% of the aggregate principal amount of the bonds outstanding at the beginning of the period.

On June 28, 2013, the Authority amended and extended its DPLOC with TD Bank, N.A. supporting the 2008 Revenue Refunding Bonds, Series B, to expire on December 31, 2017. In addition, the Authority amended and extended its DPLOC with the Bank of America, N.A., effective on July 22, 2013, to expire on July 22, 2016. The new LOC fees range from 0.65% to 0.70%. The annual remarketing fees remained unchanged.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

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

2008 Revenue Refunding Bonds (Continued): The 2008 Revenue Refunding Bonds outstanding at December 31, 2014 are as follows:

Series A Series B Maturity Date Interest Principal Maturity Date Interest Principal (January 1) Rate/Yield Amount (January 1) Rate/Yield Amount 2026 Variable$ 136,330 2026 Variable $ 151,470 Total par value of 2008 Revenue Refunding Bonds $ 287,800

Interest Rate Mode: Weekly Rate Determination Date: Generally each Wednesday Interest Rate Payment Dates: First Business day of each month Rate in Effect at December 31, 2014: Series A - .020%; Series B - .020%

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

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

Sinking Fund Installments January 1 Series A Series B Total

2015$ 8,345 $ 9,275 $ 17,620 2016 8,800 9,775 18,575 2017 9,280 10,310 19,590 2018 9,785 10,870 20,655 2019 10,315 11,465 21,780 2020 10,880 12,090 22,970 2021 11,475 12,745 24,220 2022 12,100 13,440 25,540 2023 12,755 14,175 26,930 2024 13,455 14,945 28,400 2025 14,185 15,760 29,945 2026 14,955 16,620 31,575 $ 136,330 $ 151,470 287,800$

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

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

2010 Revenue Refunding Bonds: On June 30, 2010, the Authority issued $350,000 in Revenue Refunding Bonds, Series A of 2010, Revenue Refunding Bonds, Series B of 2010 and Revenue Refunding Bonds, Series C of 2010 as variable rate demand obligations (“VRDOs”). The 2010 Revenue Refunding Bonds were issued pursuant to the Indenture of Trust dated as of July 1, 1998 by and between the Authority and TD Bank, N.A., Cherry Hill, New Jersey, as successor to Commerce Bank, N.A. (“Trustee”), as previously supplemented by five supplemental indentures thereto and as further supplemented by a Sixth Supplemental Indenture (“Sixth Supplemental Indenture”) dated as of March 15, 2010 (collectively, “1998 Revenue Bond Indenture”). The 2010 Revenue Refunding Bonds were issued to provide funds, together with other available funds, to (i) currently refund $349,360 aggregate principal amount of the Authority’s outstanding Revenue Bonds, Series of 1999, (ii) fund any required deposit to the 1998 Debt Service Reserve Fund (defined herein), and (iii) pay the costs of issuance of the 2010 Revenue Refunding Bonds.

The 2010 Revenue Refunding Bonds are subject to purchase on the demand of the holder at a price equal to principal plus accrued interest on seven days’ notice and delivery to the Authority’s tender agent, TD Bank, N.A. The tender agent shall provide a copy of said notice to the applicable remarketing agent, who is authorized to use its best efforts to sell the repurchased bonds at a price equal to 100 percent of the principal plus accrued interest to the purchase date.

Under irrevocable letters of credit issued by J.P. Morgan Chase, N.A., Bank of America, N.A. and PNC Bank, N.A., the trustee or the remarketing agent is entitled to draw an amount sufficient to pay the purchase price of the bonds delivered to it. The letters of credit (“LOC”) require the Authority to make immediate paymentPRELIMINARY of any draws under the lineDRAFT and were valid through March 29, 2013. In 2013, the letters of credit were replaced as noted below. Review and Discussion Purposes Only Initially, the Authority was required to pay annual facility fees to J.P. Morgan Chase, N.A., Bank of America, N.A. -and Subject PNC Bank, N.A. to for Change the letters of credit - in percentages varying from 1.35% to 1.675% of the gross amount available under the LOC, through March 21, 2013, when these LOCs were replaced. In addition, the Authority was required to pay an annual remarketing fee, payable quarterly in arrears, equal to 0.10% of the aggregate principal amount of the bonds outstanding at the beginning of the period. On March 21, 2013, the Authority completed its LOC substitution/replacement program, replacing the existing LOC providers with three new banks: Royal Bank (Series A), Barclays Bank (Series B), and Bank of New York Mellon (Series C). The LOC fees were reduced, ranging from 0.45% to 0.70%, and the remarketing fee for each series was reduced to 0.08%/annum.

The 2010 Revenue Refunding Bonds outstanding at December 31, 2014 were as follows:

Maturity Date Interest Principal (January 1) Rate/Yield Amount Series A 2026 Variable$ 144,540 Series B 2026 Variable 144,540 Series C 2026 Variable 48,175 Total par value of 2010 Revenue Refunding Bonds$ 337,255

Interest Rate Mode: Weekly Rate Determination Date: Generally each Wednesday Rate in Effect at December 31, 2014: Series A - .020%; Series B - .020%; Series C - .030%

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

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

2010 Revenue Refunding Bonds (Continued):

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

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

Sinking Fund Installments January 1 Series A Series B Series C Total 2015$ 8,700 $ 8,700 $ 2,900 $ 20,300 2016 9,195 9,195 3,070 21,460 2017 9,730 9,730 3,240 22,700 2018PRELIMINARY 10,280 DRAFT 10,280 3,430 23,990 2019 10,875 10,875 3,625 25,375 2020Review and 11,500 Discussion 11,500 Purposes 3,830 Only 26,830 2021 12,160 12,160 4,055 28,375 2022- Subject to 12,855 Change 12,860 - 4,285 30,000 2023 13,595 13,595 4,530 31,720 2024 14,375 14,375 4,790 33,540 2025 15,200 15,200 5,065 35,465 2026 16,075 16,070 5,355 37,500 $ 144,540 $ 144,540 $ 48,175 $ 337,255

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

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

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

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

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

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

Mandatory Sinking Fund Redemption: The 2010 Revenue Bonds maturing January 1, 2035 and January 1, 2040 are subject to mandatory redemption prior to maturity by the Authority, in part, on January 1 of each year in the respective principal amounts set forth below at 100% of the principal amount thereof, plus accrued interest to the Redemption Date from sinking fund installments which are required to be paid in amounts sufficient to redeem on January 1 of each year the principal amount of such 2010 Revenue Bonds specifiedPRELIMINARY for each of the years set forth DRAFT below. Payment of principal and interest on the 2010 Revenue Bonds (the “2010 Insured Bonds”), in the principal amount of $60,000 maturing January 1, 2040 is guaranteed Reviewunder an insurance and policy Discussion issued by Assured Guaranty Purposes Municipal Corp. Only (formerly known as Financial Security Assured, Inc.). - Subject to Change - The 2010 Revenue Bonds outstanding at December 31, 2014 are as follows:

Maturity Date Interest Principal Maturity Date Interest Principal (January 1) Rate/Yield Amount (January 1) Rate/Yield Amount Serial Bonds 2027 5.00%$ 3,465 2028 5.00% 17,210 2029 5.00% 18,070 2030 5.00% 18,975 57,720 Term Bonds 2031 5.00%$ 16,245 2036 5.00% 14,575 2031 5.05% 3,675 2036 5.00% 10,860 2032 5.00% 17,055 2037 5.00% 15,310 2032 5.05% 3,865 2037 5.00% 11,400 2033 5.00% 17,905 2038 5.00% 16,075 2033 5.05% 4,060 2038 5.00% 11,970 2034 5.00% 18,810 2039 5.00% 16,875 2034 5.05% 4,260 2039 5.00% 12,570 2035 5.00% 19,750 2040 5.00% 17,720 2035 5.05% 4,475 2040 5.00% 13,200 250,655 Total par value of 2010 Revenue Bonds 308,375 Less: unamortized bond discount (495) Total 2010 Revenue Bonds, net$ 307,880

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

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

2010 Revenue Bonds (Continued):

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

2012 Port District Project Refunding Bonds: On December 20, 2012, the Authority issued $153,030 in Port District Project Refunding Bonds, Series 2012. The Port District Project Refunding Bonds, Series 2012 (the “2012 Bonds”) were issued pursuant to the Compact, the New Jersey Act, the Pennsylvania Act (as such terms are defined herein) and an Indenture of Trust (the "Indenture") dated as of December 1, 2012, between the Authority and TD Bank, N.A., Cherry Hill, New Jersey, as trustee (the "Trustee"). The 2012 Bonds were issued to (i) refund and redeem all of the outstanding principal balance of and interest accrued on the Authority's outstanding Port District Project Bonds, Series B of 1998, (the "1998 Refunded Bonds"), Port District Project Bonds, Series B of 1999 (the "1999 Refunded Bonds"), and Port District Project Bonds, Series A of 2001 (the "2001 Refunded Bonds").

The refunding resulted in a loss (difference between the reacquisition price and the net carrying amount of the old debt) of $7,000. This difference, reported in the accompanying combined financial statements as a deferredPRELIMINARY outflow of resources, is being DRAFT charged to operations through the year 2025 using the effective interest method. Review and Discussion Purposes Only The 2012 Bonds are general corporate obligations of the Authority. The 2012 Bonds are not secured by a lien or charge on, or pledge of, any revenues or other assets of the Authority other than the moneys, if any, on deposit- fromSubject time to time to in theChange Funds established - under the Indenture, except for the Rebate Fund. No tolls, rents, rates or other charges are pledged for the benefit of the 2012 Bonds. The 2012 Bonds are equally and ratably secured by the monies, if any, on deposit in the Funds established under Indenture, except for the Rebate Fund. The 2012 Bonds are payable from such Funds and from other monies of the Authority legally available therefore.

Redemption Provisions:

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

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

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

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

2012 Port District Project Refunding Bonds (Continued):

Redemption Provisions (Continued):

Selection of 2012 Bonds to be Redeemed: If less than all of the 2012 Bonds are to be redeemed and paid prior to maturity, 2012 Bonds registered in the name of the Authority shall be redeemed before other 2012 Bonds are redeemed. Thereafter, the portion of 2012 Bonds to be redeemed shall be selected by the Authority, or if no such selection is made, by lot by the Trustee from among all outstanding 2012 Bonds eligible for redemption. In the case of a partial redemption of 2012 Bonds when 2012 Bonds of denominations greater than the minimum Authorized Denomination are outstanding, then for all purposes in connection with such redemption, each principal amount equal to the minimum authorized denomination shall be treated as though it were a separate 2012 Bond for purposes of selecting the 2012 Bonds to be redeemed, provided that no 2012 Bonds shall be redeemed in part if the principal amount to be outstanding following such partial redemption is not an authorized denomination.

The 2012 Port District Project Refunding Bonds outstanding at December 31, 2014 are as follows:

Maturity Date Interest Principal Maturity Date Interest Principal (January 1) Rate/Yield Amount (January 1) Rate/Yield Amount 2015 4.00%$ 5,800 2022 5.00%$ 14,085 2016 5.00% 6,030 2023 5.00% 240 2017PRELIMINARY 5.00% 6,335 DRAFT 2023 3.00% 14,545 2018 2.00% 225 2024 5.00% 15,520 2019Review 5.00% and Discussion 6,425 2025 Purposes 5.00% Only 16,300 2020 5.00% 6,975 2026 5.00% 17,115 2021- Subject 5.00% to Change 7,320 - 2027 5.00% 17,975 2021 5.00% 12,350 Total par value of 2012 Port District Project Refunding Bonds 147,240 Add: unamortized bond premium 17,539 Total 2012 Port District Project Refunding Bonds, net$ 164,779

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

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

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

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

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

The 2013 Revenue Bonds outstanding at December 31, 2014 are as follows:

Maturity Date Interest Principal Maturity Date Interest Principal (January 1) Rate/Yield Amount (January 1) Rate/Yield Amount 2027 5.000%$ 23,560 2034 5.000%$ 33,355 2027 4.125% 845 2034 4.625% 810 2028 5.000% 25,615 2035 5.000% 35,870 2029 5.000% 26,895 2036 5.000% 37,660 2030 5.000% 28,070 2037 5.000% 36,540 2030PRELIMINARY 4.500% 170DRAFT 2038 4.750% 3,000 2031 5.000% 29,650 2038 5.000% 41,515 2032Review 4.500% and Discussion 31,135 2039 Purposes 5.000% Only 43,590 2033- Subject 5.000% to Change 32,535 - 2040 5.000% 45,770 Total par value of 2013 Revenue Bonds 476,585 Add: unamortized bond premium 11,204 Total 2013 Revenue Bonds, net$ 487,789

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

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

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

Maturities of Principal and Interest on Bonds: The following presents the principal and interest due on all bonds outstanding as of December 31, 2014 (assuming the letter of credit agreements with respect to the variable rate 2008 and 2010 Revenue Refunding Bonds are renewed over the term of the bonds and the bonds are remarketed):

Years Ending December 31, Principal Interest * Total 2015 $ 47,385 $ 48,358 $ 95,743 2016 50,010 47,793 97,803 2017 52,870 47,163 100,033 2018 55,865 46,496 102,361 2019 59,050 45,787 104,837 2020-2024 348,915 217,810 566,725 2025-2029 301,535 191,583 493,118 2030-2034 260,575 135,596 396,171 2035-2039 332,035 62,284 394,319 2040 76,690 1,917 78,607 1,584,930 $ 844,787 $ 2,429,717 Net unamortized bond discounts and premiums 28,248 $ 1,613,178

* PRELIMINARY DRAFT * does not include the net swap payments on the Authority’s hedged variable rate bonds (Note 4) Review and Discussion Purposes Only The interest on variable rate debt is computed using the interest rate effective at December 31, 2014. The interest rates- Subject on the Authority’s to variableChange rate debt - are set by the remarketing agent and are reset weekly.

In June 2013, the letters of credit supporting the 2008 variable rate bonds were renewed and extended with Bank of America, N.A. and TD Bank, N.A. to July 2016 and December 2017, respectively. If the letter of credit agreements supporting the 2008 variable rate bonds are not renewed in 2016 and 2017 and the 2008 bonds are mandatorily redeemed, the 2016 debt service requirements will be $169,195, rather than the $50,010 shown in the table above and the 2017 debt service requirements will be $174,980, rather than the $52,870 shown in the table above.

In March 2013, the letters of credit supporting the 2010 variable rate bonds were replaced with new letters of credit from Royal Bank of Canada (Series A), Barclay’s Bank PLC (Series B), and The Bank of New York Mellon (Series C), which expire in March 2016, March 2015, and March 2016, respectively. If the letter of credit agreements supporting the 2010 Series A and Series C variable rate bonds are not renewed in 2016 and the 2010 Series A and Series C bonds are mandatorily redeemed, the 2016 debt service requirements will be $206,595, rather than the $50,010 shown in the table above. If the letter of credit agreement supporting the 2010 Series B variable rate bonds is not renewed in 2015 and the 2010 Series B bonds are mandatorily redeemed, the 2015 debt service requirement will be $165,330, rather than the $47,385 shown in the table above.

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

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

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

Debt Authorized but not Issued: At its August 2013 meeting, the Authority’s Board authorized the issuance, sale and delivery of up to $550,000 in taxable or tax-exempt fixed rate bonds, to fund the 5- year 2013 Capital Plan (DRPA-13-094). This resolution rescinded and repealed all prior resolutions (DRPA-09-064 and DRPA-13-030) and any prior inconsistent resolutions. In December 2013, the Authority issued $476,600 in fixed rate bonds (the 2013 Revenue Bonds) based on this resolution. As of December 31, 2014, approximately $73,400 remains as authorized, but not issued.

Bond Ratings:

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

Concurrent with the Authority’s issuance of the $476,600 in new revenue bonds, in its report dated November 22, 2013; Moody’s assigned a rating of “A3” to the 2013 Revenue Bonds, and affirmed its existing ratings on all Authority bonds (revenue bonds at “A3”, port district bonds at “Baa3”). The outlook remains at “stable” for all bonds. As of December 31, 2014, these ratings and outlook remain in place.

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

On December 23, 2014, S&P reaffirmed the Authority’s ratings for all of its Revenue/ Revenue Refunding and Port District Project bonds, at “A” and “BBB,” respectively, with a stable outlook. At December 31, 2014, these ratings, and outlook, remained unchanged.

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

The long-term ratings assigned by Moody’s and S&P reflect each organization’s approach to rating jointly supported transactions and are based upon the Direct Pay Letters of Credit provided by Bank of America, N.A. for the 2008A Revenue Refunding Bonds and TD Bank, N.A. for the 2008B Revenue Refunding Bonds. Since a loss to a bondholder of a 2008A Revenue Refunding Bond or a 2008B Revenue Refunding Bond would occur only if both the bank providing the applicable Letter of Credit and the Authority default in payment, Moody’s and S&P have assigned a long-term rating to the 2008 Revenue Refunding Bonds based upon the joint probability of default by both applicable parties. In determining the joint probability of default, Moody’s considers the level of correlation between the bank providing the applicable Letter of Credit and the Authority. Moody’s has determined that there is a low level of correlation between the bank providing the applicable Letter of Credit and the Authority. DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

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

Ratings on Jointly Supported Transactions (Continued): No provider of a Letter of Credit is obligated to maintain its present or any other credit rating and shall have no liability if any such credit rating is lowered, withdrawn, or suspended.

Note 13. Conduit Debt Obligations

The Authority is authorized to plan, finance, develop, acquire, construct, purchase, lease, maintain, market, improve and operate any project within the Port District including, but not limited to, any terminal, terminal facility, transportation facility, or any other facility of commerce or economic development activity, from funds available after appropriate allocation for maintenance of bridge and other capital facilities. Utilizing this authorization, the Authority has issued certain debt bearing its name to lower the cost of borrowing for specific governmental entities. This debt is commonly referred to as conduit (or non- commitment) debt. Typically, the debt proceeds are used to finance facilities within the Authority’s jurisdiction that are transferred to the third party either by lease or by sale. The underlying lease or mortgage loan agreement, which serves as collateral for the promise of payments by the third party, calls for payments that are essentially the same as collateral for the promise of payments by the third party, calls for payments that are essentially the same as those required by the debt. These payments are made by the third-party directly to an independent trustee, who is appointed to service and administer the arrangement. The Authority assumes no responsibility for repayment of this debt beyond the resources provided by the underlying leases or mortgage loans.

As of December 31, 2014, there was one series of Charter School Project Bonds outstanding, issued for the LEAP AcademyPRELIMINARY Charter School, Inc. The DRAFTcorresponding aggregate principal totaling $8,500 is treated strictly as conduit debt obligations under Interpretation No. 2 of the Governmental Accounting Standards Board (GASB)Review and accordingly and is not includedDiscussion in the financial Purposesstatements. The following Only schedule details the series together with the amount outstanding: - Subject to Change - 01/01/13 12/31/13 12/31/14 Issue Issue Beginning Ending Ending Issue Date Amount Balance Paid Balance Paid Balance

Charter School Project Bonds, Series 2003 09/01/03$ 8,500 $ 6,755 $ (295) $ 6,460 $ (310) $ 6,150

In 2013 the Authority was advised by the bond trustee, and counsel for LEAP Academy, that LEAP had lost its tax exemption for failure to file Form 990 for the past three years. LEAP bonds were issued through the Authority; however, DRPA has no responsibility for repayment of this debt, as the debt is guaranteed by Rutgers University. After various appeal, in September 2013, the IRS rescinded its letter thereby fully reinstating LEAP’s tax exemption.

Note 14. Government Contributions for Capital Improvements, Additions and Other Projects

The Authority receives contributions in aid for financing capital improvements to the rapid transit system from the Federal Transit Administration and other government agencies. Capital improvement grant funds of $16,431 and $17,673 were received in 2014 and 2013, respectively. The Authority receives federal and state grants for specific construction purposes that are subject to review and audit by the grantor agencies. Although such audits could result in disallowances under terms of the grants, it is the opinion of management that any required reimbursements will not be material to the Authority’s net position.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

Note 15. Contingencies

Public Liability claim exposures are self-insured by the Authority within its self-insured retention limit of $5 million for each occurrence, after which, exists a $25 million limit of Claims made Excess Liability Insurance per occurrence, and in the aggregate, to respond to any large losses exceeding the retention. The Authority, excluding PATCO, self-insures the initial $1 million limit, per accident, for Workers’ Compensation claims, after which a $5 million limit of Excess Workers’ Compensation insurance is retained to respond to significant claims. (Note: PATCO was completely self-insured for Workers’ Compensation claim until 2014 when DRPA-14-020 approved the purchase of Excess Workers’ Compensation insurance for PATCO.) PATCO self-insures the initial $1 million limit, per accident, for Workers’ Compensation claims, after which a $5 million limit of Excess Workers’ Compensation insurance is retained to respond to significant claims.

Self-Insurance 2014 2013

Beginning balance $ 3,687 $ 3,252 Incurred claims 3,484 2,040 Payment of claims (2,588) (1,605) Other - administrative fees, recoveries - -

Ending balance $ 4,583 $ 3,687

The Authority is involved in various actions arising in the ordinary course of business and from Workers’ Compensation claims. In the opinion of management, the ultimate outcome of these actions will not have a material adversePRELIMINARY effect on the Authority’s combi DRAFTned net position and combined results of operations.

The Authority Reviewpurchases commercial and Discussioninsurance for all other Purposes risks of loss, e.g. Onlybridge and non-bridge property, crime, terrorism, etc. The Authority reviews annually, and where appropriate, adjusts policy loss limits and deductibles- Subject as recommended to Change by its insuranc - e consultants in response to prevailing market conditions, loss experience, and revenues. Policy loss limits are established with the professional assistance of independent insurance broker consultants to ensure that sufficient coverage exists to accommodate the maximum probable loss that may result in the ordinary course of business. In addition, the amounts of settlements for the last three years have not exceeded the insurance coverage provided in those years.

Per Article 5.11 of the 1998 Bond Indenture, the Authority must certify and submit to the bond trustee, by April 30 of each year, that it has sufficient coverage with regards to “multi-risk insurance” (on DRPA and PATCO facilities), “use and occupancy insurance” (i.e., business interruption), etc. The Authority submitted its annual certification to the bond trustee, prior to the deadline, in April 2014.

Note 16. Commitments

Development Projects: In support of previously authorized economic development projects, the DRPA’s Board of Commissioners authorized loan guarantees to various banks to complete the financing aspects of a particular project. The Authority’s Board authorized loan guarantees in an amount not to exceed $27,000, prior to 2011 when the Board stopped funding new economic development projects.

As of December 31, 2014, the Authority had two (2) loan guarantees outstanding with various banks, totaling $10,900. The loan guarantees are as follows: L3 Communications ($10,000) and the Home Port Alliance ($900). These guarantees all remain in force; however, the Authority has made no cash outlays relating to these guarantees.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

Note 16. Commitments (Continued)

Development Projects (Continued):

L3 Communications Loan Guarantee: At its March 2010 meeting, the Authority’s Board approved a modification of the $10,000 guarantee relating to a letter of credit (“LOC”) supporting the L3 Communications project in order to accommodate a change in the bank providing the letter of credit, following the expiration of the original LOC. The guarantee survives the expiration of the original LOC. Following the modification, in April 2010, NJ EDA provided a $20,000 guarantee to the LOC provider, while the Authority provided a $10,000 guarantee in favor of NJ EDA, (and not the bank). The changes in the guarantee do not increase exposure or risk. As was the case with the original guarantee, the Authority’s guarantee will be accessed only if NJ EDA must pay more than $10,000 on its guarantee.

Home Port Alliance Guarantee (extended 2012): On June 6, 2012, the Authority negotiated a three- year extension of the existing $900 loan guarantee that supports a loan from TD Bank, N.A. to the Home Port Alliance for the Battleship New Jersey. The loan guarantee expires on June 6, 2015.

Community Impact: The Authority has an agreement with the City of Philadelphia (City) for Community Impact regarding the PATCO high-speed transit system (“Locust Street Subway Lease”). The agreement expires on December 31, 2050. In 2015, the base amount payable to the City will total $3,281 as adjusted for the cumulative increases in the Consumer Price Index (CPI) between 1999 and 2014. Base payments remaining in 2016 through 2018 shall equal the previous year’s base payment adjusted by any increase in the CPI for that year. For the years 2018 through 2050, the annual base payment shall equal one dollar. PRELIMINARY DRAFT In addition, for the duration of the lease the Authority is required to annually create a PATCO Community Impact Fund Reviewin the amount andof $500, Discussion with payment of such Purposes fund to be divided Only annually between communities within the Commonwealth and the State, based on PATCO track miles in the respective states. - Subject to Change -

The minimum commitment, adjusted for the effect of the increase in the CPI at December 31, 2014, is as follows:

Year Amount 2015 $ 3,781 2016 3,787 2017 3,827 2018 500 2019 500 Thereafter 15,500

$ 27,895

OCIP Letters of Credit: In May 2008, the Authority entered into two new separate irrevocable standby Letters of Credit with TD Bank, N.A. (formerly Commerce Bank) and Wachovia Bank in support of the Authority’s “Owner Controlled Insurance Program (OCIP).” Under this program, the Authority purchased coverage for all contractors working on major construction projects.

The Letter of Credit with Wells Fargo Bank (formerly Wachovia Bank) was for a four-year term in the amount of $5,000 with an expiration date of May 7, 2012. The Letter of Credit with TD Bank, N.A. (formerly Commerce Bank) was in an initial amount of $3,015 and automatically increased annually each May, in the amount of $816, until it expired on May 7, 2012.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

Note 16. Commitments (Continued)

OCIP Letters of Credit (Continued): During 2012, the Authority extended its OCIP for a six-month period. As a consequence, in consultation with the insurance carrier, the Authority’s LOC requirement supporting the program was reduced by $5,000. The Letter of Credit with TD Bank, N.A. was renewed on May 7, 2012 in the amount of $5,462 to expire on December 31, 2013, and again renewed on December 11, 2013 to expire December 31, 2014. The OCIP Letter of Credit with Wells Fargo Bank, in the amount of $5,000, was not renewed.

At its April 12, 2014 meeting, the Authority’s Board passed resolution DRPA-14-052 to extend the OCIP from June 30, 2014 to December 31, 2014. In December 2014, the Authority extended the $5,462 letter of credit with TD Bank, to expire on December 31, 2015.

As of December 31, 2014, the unused amount of the Letter of Credit totaled $5,462. No drawdowns have been made against any Letter of Credit.

Direct Pay Letters of Credit (2008 Revenue Refunding Bonds): The Authority’s 2008 Revenue Refunding Bonds (Series A and B), are secured by irrevocable transferable Direct Pay Letters of Credit (DPLOC) issued by two credit providers, the Bank of America, N.A. and TD Bank, N.A., in the initial amounts of $172,600 and $191,800, respectively. The Authority entered into separate Reimbursement Agreements with each credit provider to facilitate the issuance of said DPLOCs.

Each Letter of Credit is in an original stated amount which is sufficient to pay the unpaid principal amount of and up to fifty-three (53) days of accrued interest (at a maximum interest rate of 12%) on the related 2008A RevenuePRELIMINARY Refunding Bonds or 2008B DRAFTRevenue Refunding Bonds, when due, and the Purchase Price of the 2008A Revenue Refunding Bonds or the 2008B Revenue Refunding Bonds tendered or deemed tenderedReview for purchase and and Discussionnot remarketed. The Purposes Credit Provider for Only the 2008A Revenue Refunding Bonds is only responsible for payments with respect to the 2008A Revenue Refunding Bonds for which the 2008A Letter of Credit was issued and the Credit Provider for the 2008B Revenue Refunding Bonds- Subject is only responsible to forChange payments with - respect to the 2008B Revenue Refunding Bonds for which the 2008B Letter of Credit was issued. The 2008A Letter of Credit and the 2008B Letter of Credit were renewed in July of 2010 and which expired in July of 2013.

As described in the Official Statement for the 2008 Revenue Refunding Bonds, “any draw under Letter of Credit for principal, interest or Purchase Price creates a reimbursement obligation on the part of the Authority that is secured by the 1998 Revenue Bond Indenture on a parity basis with the 2008 Revenue Refunding Bonds.” (Additional information related to this transaction and the accompanying Letters of Credit can be found under Note 12).

These letters of credit were renewed with the Bank of America, N.A. and TD Bank, N.A. in 2013. The new letters of credit with Bank of America, N.A. and TD Bank, N.A. expire on July 22, 2016 and December 31, 2017, respectively.

Letter of Credit Provider Ratings: Ratings for these banks as of December 31, 2014 are as follows:

Long-Term Short-Term Moody's S&P Fitch * Moody's S&P Fitch * Bank of America, N.A. (Series A) A2 A A P-1 A-1 F1 Stable Negative Negative

TD Bank, N.A. (Series B) Aa3 AA- AA- P-1 A-1+ F1+ Stable Negative Stable

* In April 2012, at the Authority’s request, Fitch Ratings assigned a rating of “A/F1” (stable outlook) to the Authority’s 2008 Series A Revenue Refunding Bonds, based on the DPLOC support provided by the Bank of America, N.A. (“A/F1”, stable outlook) on the bonds DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

Note 16. Commitments (Continued)

Direct Pay Letters of Credit (2010 Revenue Refunding Bonds): The Authority’s 2010 Revenue Refunding Bonds (Series A, B and C), were secured by irrevocable transferable Direct Pay Letters of Credit (DPLOC) issued by three credit providers, the Bank of America, N.A., JP Morgan Chase Bank, N.A. and PNC Bank, N.A. in the initial amounts of $152.6 million, $152.6 million and $50.9 million, respectively. The Authority entered into separate Reimbursement Agreements with each credit provider to facilitate the issuance of said DPLOCs. These DPLOC’s were terminated in March 2013, and replaced with new letters of credit from Royal Bank of Canada (Series A), Barclay’s Bank PLC (Series B), and Bank of New York Mellon (Series C). These new letters of credit expire on March 18, 2016, March 20, 2015, and March 18, 2016, respectively.

Each Letter of Credit is an irrevocable transferable direct-pay obligation of the respective issuing Credit Provider to pay to the Trustee, upon request and in accordance with the terms thereof, amounts sufficient to pay the unpaid principal amount and up to fifty-three (53) days (or such greater number of days as required by the rating agencies) days’ accrued interest (at the maximum interest rate of 12%) on the related 2010 Revenue Refunding bonds, 2010 Revenue Refunding Bonds or 2010 Revenue Refunding Bonds when due, whether at the stated maturity thereof or upon acceleration or call for redemption, and amounts sufficient to pay the Purchase Price of the 2010 Revenue Refunding Bonds, the 2010 Revenue Refunding bonds or the 2010 Revenue Refunding bonds, as applicable, tendered for purchase and not remarketed. A draw under a Letter of Credit for principal and interest or Purchase Price creates a Reimbursement Obligation (as defined in the 1998 Revenue Bond Indenture) on the part of the Authority.

Letter of Credit Provider Ratings: Ratings for these banks as of December 31, 2014 are as follows: PRELIMINARY DRAFT Long-Term Short-Term Review andMoody's DiscussionS&P PurposesFitch Moody's Only S&P Fitch * Royal Bank of Canada Aa3 AA- AA P-1 A-1+ F1+ - Subject toStable ChangeStable - Stable Barclay's Bank PLC A2 A A P-1 A-1 F1 Negative Stable Stable Bank of New York Mellon Aa2 AA- AA- P-1 A-1 F-1+ Stable Stable Stable

Contractual Commitments: As of December 31, 2014, the Authority had board-approved contracts with remaining balances as follows:

Total Benjamin Franklin Bridge: Bridge and pavement repairs and inspection $ 3,640 Temporary toll, clerical, administration and custodial workers 3,702 Toll revenue, transportation, processing and systems upgrade 3,351 ERP consulting services 12,134 Engineering services - program management and task orders 14,177 Other 1,056 Walt Whitman Bridge: Camera installation 75 Deck design, construction, rehabilitation and inspection 3,386 Suspension span stiffening 130,012 Suspension rope investigation and painting 619

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

Note 16. Commitments (Continued)

Contractual Commitments (Continued):

Commodore Barry Bridge: Bridge inspection $ 281 Structural repairs and pavement markings 132 Painting design services 311 Betsy Ross Bridge: Resurfacing design services, structural repairs and inspection 17,997 PATCO System: Car overhaul program 151,899 Track rehabilitation across Ben Franklin Bridge 38,357 Escalator/elevator replacement 1,852 Other 3,350 Other: One Port Center remedial investigation 314 Other equipment and system upgrades and maintenance 273 $ 386,918

Note 17. Bridge and PATCO Fare Schedules

Bridge Fares: On July 1, 2011, the approved new bridge toll schedule was implemented as follows: PRELIMINARY DRAFT Class 1 - Motorcycle $ 5.00 Class 2 -Review Automobile and Discussion Purposes Only 5.00 Class 3 - Two Axle Trucks 15.00 Class 4 - Three Subject Axle Trucks to Change - 22.50 Class 5 - Four Axle Trucks 30.00 Class 6 - Five Axle Trucks 37.50 Class 7 - Six Axle Trucks 45.00 Class 8 - Bus 7.50 Class 9 - Bus 11.25 Class 10 - Senior Citizen (with 2 tickets only) 2.50 Class 13 - Auto with Trailer (1 axle) 8.75

PATCO Passenger Fares: On July 1, 2011, a new fare schedule was implemented as follows:

Lindenwold/Ashland Woodcrest $ 3.00 Haddonfield/West Haddonfield/Collingswood 2.60 Ferry Avenue 2.25 New Jersey 1.60 City Hall/Broadway/Philadelphia 1.40 Off-Peak Reduced Fare Program 0.70

As noted above, PATCO has a federally mandated reduced off-peak fare program for “elderly persons and persons with disabilities.” These off-peak rates increased from $0.62/trip to $0.70/trip.

In December 2015, the Authority’s Board of Commissioners passed DRPA-14-147 (DRPA Resolution Authorizing Deferral of Biennial CPI toll increase) which deferred the CPI-indexed biennial toll increase from January 1, 2015 to January 1, 2017.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

Note 18. New Governmental Accounting Pronouncements The Governmental Accounting Standards Board (GASB) has issued several statements that have effective dates that may impact future financial presentations. Management has not completed the process of evaluating the impact the following statements will have on the financial statements but has determined that the effect of implementing GASB Statements No. 68 and No. 71 will be material to the financial statements.

GASB Statement No. 68, Accounting and Financial Reporting for Pensions - an amendment of GASB Statement No. 27, issued in June 2012, will be effective for the Authority beginning with the year ending December 31, 2015. This statement replaces the requirements of Statement No. 27, Accounting for Pensions by State and Local Governmental Employers and Statement No. 50, Pension Disclosures, as they relate to governments that provide pensions through pension plans administered as trusts or similar arrangements that meet certain criteria. Statement 68 requires governments providing defined benefit pensions to recognize their long-term obligation for pension benefits as a liability for the first time, and to more comprehensively and comparably measure the annual costs of pension benefits. The Statement also enhances accountability and transparency through revised and new note disclosures and required supplementary information (RSI).

GASB Statement No. 71, Pension Transition for Contributions Made Subsequent to Measurement Date, issued in November 2013, will be effective for the Authority beginning with the year ending December 31, 2015. This statement amends paragraph 137 of GASB Statement No. 68 to require that, at transition, a government recognize a beginning deferred outflow of resources for its pension contributions, if any, made subsequent to the measurement date of the beginning net pension liability. GASB Statement No. 68, as amended,PRELIMINARY continues to require that beginni DRAFTng balances for other deferred outflows of resources and deferred inflows of resources related to pensions be reported at transition only if it is practical to determine all Reviewsuch amounts. and The Discussion provisions of GASB Purposes Statement No. 71Only should be applied simultaneously with the provisions of GASB Statement No. 68.

In 2013, the Authority- Subject adopted GASBto Change Statement No. -61, The Financial Reporting Entity: Omnibus an amendment of GASB Statements No. 14 and No. 34. This Statement is intended to improve financial reporting for a governmental financial reporting entity by improving guidance for including, presenting, and disclosing information about component units and equity interest transactions of a financial reporting entity.

Note 19. Blended Component Unit

In 2013, the Authority adopted GASB Statement No. 61, The Financial Reporting Entity: Omnibus an amendment of GASB Statements No. 14 and No. 34. This Statement intended to improve financial reporting for a governmental financial reporting entity by improving guidance for including, presenting, and disclosing information about component units and equity interest transactions of a financial reporting entity.

Port Authority Transit Corporation (PATCO) is a wholly-owned subsidiary of the DRPA, established to operate and maintain the rapid transit system owned and constructed by DRPA. PATCO and DRPA share the same Board of Commissioners. A financial benefit or burden relationship exists between DRPA and PATCO as DRPA subsidizes the losses of PATCO and intends to continue to do so. The financial results of PATCO have been blended with those of DRPA in the financial statements.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

Note 19. Blended Component Unit (Continued)

Rent of Transit System Facilities: All rapid transit system facilities used by PATCO are leased from the Authority, under terms of an agreement dated April 18, 1969 and amended June 3, 1974. The lease requires PATCO to operate and maintain the Locust-Lindenwold line. The terms of the amended agreement, which was made retroactive to January 1, 1974, and which is to continue from year to year, provide that PATCO pay a minimum annual rental of $6,122, which approximates the sum of the annual interest expense to the Authority for that portion of its indebtedness attributable to the construction and equipping of the leased facilities plus the provision for depreciation of the rapid transit facilities as recorded by the Authority. In addition, the lease requires PATCO to pay to the Authority any net earnings from operations for the Locust-Lindenwold line less a reasonable amount to be retained for working capital and operating reserves.

PATCO’s outstanding liability to the DRPA for period January 1, 1974 to December 31, 2014 related to this agreement totals $250,852.

Net Position: The net position totaling ($644,424) and ($620,419) as of December 31, 2014 and December 31, 2013, respectively, represents the total losses for PATCO since inception.

Condensed combining financial information applicable to DRPA and PATCO as of and for the year ended December 31, 2014 is as follows:

Condensed Combining Statements of Net Position December 31, 2014 PRELIMINARY DRAFT DRPA PATCO Total

Current assetsReview and Discussion$ Purposes 720,900 $ Only 12,798 $ 733,698 Receivable from- Subject primary government to Change - (1,028) 1,028 Noncurrent assets 239,730 239,730 Capital assets 1,348,022 1,348,022 Other assets 15,464 15,464

Total assets 2,323,088 13,826 2,336,914

Deferred outflows of resources 128,763 128,763

Total assets and deferred outflows of resources 2,451,851 13,826 2,465,677

Current liabilities 114,181 7,546 121,727 Noncurrent liabilities 1,741,592 14,513 1,756,105

Total liabilities 1,855,773 22,059 1,877,832

Lease agreement (250,852) 250,852 Advances from DRPA (385,339) 385,339 Net investment in capital assets 174,762 174,762 Restricted 215,004 215,004 Unrestricted 842,503 (644,424) 198,079

Total net position $ 596,078 $ (8,233) $ 587,845

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

Note 19. Blended Component Unit (Continued)

Condensed combining financial information applicable to DRPA and PATCO as of and for the year ended December 31, 2014 is as follows (continued):

Condensed Combining Statements of Revenues, Expenses and Changes in Net Position December 31, 2014 DRPA PATCO Total Operating revenues Bridge revenues$ 304,969 $ 304,969 Transit systems$ 25,763 25,763 Other 150 150 Total operating revenues 305,119 25,763 330,882 Operating expenses Operations 98,747 47,130 145,877 Depreciation 57,425 57,425 Total operating expenses 156,172 47,130 203,302 Operating income 148,947 (21,367) 127,580 Nonoperating revenues (expenses) Interest expensePRELIMINARY DRAFT (78,377) (78,377) Economic development activities (2,401) (2,401) Lease rentalReview and Discussion Purposes 6,122 Only (6,122) Other 9,739 3,484 13,223 Total nonoperating- Subject revenues to(expenses) Change - (64,917) (2,638) (67,555) Capital contributions 16,431 - 16,431 Change in net position 100,461 (24,005) 76,456 Net position, January 1 1,131,808 (620,419) 511,389 Net position, December 31$ 1,232,269 $ (644,424) $ 587,845

Condensed Combining Statements of Cash Flows December 31, 2014 DRPA PATCO Total Net cash provided by operating activities$ 205,247 $ (22,053) $ 183,194 Net cash (used in) provided by noncapital financing activities (21,871) 22,057 186 Net cash provided by capital and related financing activities (223,565) (223,565) Net cash (used in) provided by investing activities 43,951 1 43,952 Net increase in cash and cash equivalents 3,762 5 3,767 Cash and cash equivalents, January 1 29,472 1,057 30,529 Cash and cash equivalents, December 31 $ 33,234 1,062$ $ 34,296

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

Note 19. Blended Component Unit (Continued)

Condensed combining financial information applicable to DRPA and PATCO as of and for the year ended December 31, 2013 is as follows:

Condensed Combining Statements of Net Position

December 31, 2013 DRPA PATCO Total

Current assets$ 649,840 $ 10,358 $ 660,198 Receivable from primary government (712) 712 Noncurrent assets 345,216 345,216 Capital assets 1,273,454 1,273,454 Other assets 18,172 18,172

Total assets 2,285,970 11,070 2,297,040

Deferred outflows of resources 129,029 129,029

Total assets and deferred outflows of resources 2,414,999 11,070 2,426,069 Current liabilitiesPRELIMINARY DRAFT 84,716 6,466 91,182 Noncurrent liabilities 1,803,965 19,533 1,823,498 Review and Discussion Purposes Only Total liabilities 1,888,681 25,999 1,914,680 - Subject to Change - Lease agreement (244,730) 244,730 Advances from DRPA (360,760) 360,760 Net investment in capital assets 213,138 213,138 Restricted 159,521 159,521 Unrestricted 759,149 (620,419) 138,730 Total net position$ 526,318 $ (14,929) $ 511,389

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

Note 19. Blended Component Unit (Continued)

Condensed combining financial information applicable to DRPA and PATCO as of and for the year ended December 31, 2013 is as follows (continued):

Condensed Combining Statements of Revenues, Expenses and Changes in Net Position December 31, 2013 DRPA PATCO Total Operating revenues Bridge revenues $ 300,314 $ 300,314 Transit systems $ 27,607 27,607 Other 165 38 203 Total operating revenues 300,479 27,645 328,124 Operating expenses Operations 95,724 44,394 140,118 Depreciation 54,801 54,801 Total operating expenses 150,525 44,394 194,919 Operating income 149,954 (16,749) 133,205 Nonoperating revenues (expenses) Interest expense (58,784) (58,784) Bond issuancePRELIMINARY costs DRAFT (2,516) (2,516) Economic development activities (4,371) (4,371) Lease rental 6,122 (6,122) Other Review and Discussion Purposes7,353 Only 7,353 Total nonoperating- Subject revenues to(expenses) Change - (52,196) (6,122) (58,318) Capital contributions 17,673 17,673 Change in net position 115,431 (22,871) 92,560 Net position, January 1 1,016,377 (597,548) 418,829 Net position, December 31 $ 1,131,808 $ (620,419) $ 511,389

Condensed Combining Statements of Cash Flows December 31, 2013 DRPA PATCO Total

Net cash provided by operating activities$ 203,562 $ (16,957) $ 186,605 Net cash (used in) provided by noncapital financing activities (19,589) 17,440 (2,149) Net cash provided by capital and related financing activities 336,339 336,339 Net cash (used in) provided by investing activities (496,167) 2 (496,165) Net increase in cash and cash equivalents 24,145 485 24,630 Cash and cash equivalents, January 1 5,327 572 5,899 Cash and cash equivalents, December 31$ 29,472 1,057$ $ 30,529

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

Note 20. Subsequent Events

Status of Union Labor Negotiations: The collective bargaining agreement between the Authority and the IUOE expired on December 31, 2012. Employees continue to work with an expired contract while contract negotiations are ongoing.

The second largest labor organization representing Authority personnel is FOP Local 30 (representing Authority and PATCO patrol officers, corporals and sergeants). The parties have concluded an interest arbitration litigation in the Federal District Court, Camden, New Jersey. The parties had been waiting for an interest arbitration decision, which was received in March 2015.

The collective bargaining agreement with the IBEW expired by its terms on December 31, 2011. Employees continue to work with an expired contract while contract negotiations are ongoing. PATCO has a collective bargaining agreement with Teamsters’ Union Local 676, which represents operating and maintenance personnel at PATCO, which expired on May 31, 2011. Currently the parties are involved in contract negotiations and the employees continue to work with an expired contract.

Federal Subpoena: The Authority was served with a subpoena in March 2013 requiring document production concerning economic development spending from 2008 to the present. The Authority has been fully cooperating with the government and has directed its special outside counsel to continue to be open and transparent in providing assistance to the federal investigation. Compliance costs and counsel fees have been significant, but do not materially impact the Authority's financial position. The Authority was recently granted permission by the government to lift the litigation holds in this matter.

2010 RevenuePRELIMINARY Refunding Bonds - Extension ofDRAFT Barclays Bank Direct-Pay Letter of Credit: In March 2013, the Authority executed new Reimbursement Agreements with several banks, with various expiry dates. The Barclays ReviewBank Direct-Pay and Letter ofDiscussion Credit supporting the Purposes2010 Revenue Refunding Only Bonds, Series B was issued for a term of two years with an expiry date of March 20, 2015.

At its January -meeting, Subject the Author toity’s Change Board authorized - staff to extend the LOC with Barclays, for a “to- be-determined” term. In February 2015, the Authority requested that Barclays extend the letter of credit for a three-year period. On February 18, 2015, Barclays Bank PLC delivered a “Notice of Extension” to TD Bank (trustee for bonds), to extend the “stated Expiration Date” in the LOC to March 20, 2018. The Authority expects to reduce its annual LOC fees by approximately $95,000 annually, as a result of this extension.

Victor Lofts Loan: On January 30, 2015, the Authority received $4,280 in full repayment of the Victor Lofts economic development loan of $3,000, and accumulated interest.

Loan Guarantee - L3 Communications: On April 16, 2010, the DRPA provided a loan guaranty, of up to $10,000, to NJEDA related to properties leased by L3 Communications in Camden, NJ. On February 6, 2015, the Authority entered into a “Mutual Release of Guaranty” agreement with NJEDA, wherein both parties released each other from any obligations under the DRPA Guaranty of $10,000.

As of this date, the only remaining loan guaranty is with the Home Port Alliance (USS Battleship NJ) in the amount of $800.

Loan Guarantee - Home Port Alliance: At the April 2015, meeting, the Authority’s Board approved DRPA- 15-048, entitled “Loan Guaranty Battleship”, authorizing staff to provide a loan guaranty, in the amount of $800, for a period of ten (10) years, provided that the loan be fully amortized in that time period. 32300 RSI-1

DELAWARE RIVER PORT AUTHORITY

Required Supplementary Information (Unaudited) Schedule of Funding Progress for Health Benefits Plan (amounts expressed in thousands)

Actuarial Accrued Liability UAAL as a Actuarial (AAL) - Unfunded Percentage Actuarial Value of Projected AAL Funded Covered of Covered Valuation Assets Unit Credit (UAAL) Ratio Payroll Payroll Date (a) (b) (b-a) (a/b) (c) [(b-a)/c]

01/01/13 - $ 112,923 $ 112,923 - $ 43,453 259.9%

01/01/11 - $ 113,422 $ 113,422 - $ 46,949 241.6%

01/01/09 - $ 132,467 $ 132,467 - $ 51,071 259.4%

PRELIMINARY DRAFT Review and Discussion Purposes Only - Subject to Change - 32300 Exhibit S-1

DELAWARE RIVER PORT AUTHORITY

Combined Supplemental Schedule of Net Position Information by Fund December 31, 2014 (amounts expressed in thousands)

Maintenance Combined Combined Capital Revenue Reserve General Bond Project Fund Fund Fund Fund Funds Funds Total

Assets Current Assets Cash and cash equivalents $ 1,633 29,416$ $ 31,049 Investments 1,001 433,115 434,116 Accounts receivable, net of allowance for uncollectibles 4,064 5,073 9,137 Accrued interest receivable 426 426 Transit system and storeroom inventories 416 5,584 6,000 Economic development loans - current 3,774 3,774 Prepaid expenses 3,418 1,835 5,253 Restricted assets Cash and cash equivalents 2,710 $ 537 3,247 Investments 12,909 $ 4,689 $ 206,933 16,161 240,692 Accrued interest receivable 44

Total current assets - 26,151 4,689 479,223 206,933 16,702 733,698

Noncurrent Assets Restricted investments for capital projects - - - - - 239,730 239,730

Capital assets, net of accumulated depreciation Land $ 74,200 25 74,225 Construction in progressPRELIMINARY348,278 DRAFT 348,278 Bridges and related buildings and equipment 616,193 616,193 Transit property and equipmentReview and307,436 Discussion Purposes Only 307,436 Port enhancements - Subject to Change1,890 - 1,890 Total capital assets 1,347,997 - - 25 - - 1,348,022

Other Economic development loans, net of allowance for uncollectibles 14,169 14,169 Debt insurance costs, net of amortization 991 304 1,295

Total other assets 991 - - 14,473 - - 15,464

Total noncurrent assets 1,348,988 - - 14,498 - 239,730 1,603,216

Total assets 1,348,988 26,151 4,689 493,721 206,933 256,432 2,336,914

Deferred Outflows of Resources Accumulated decrease in fair value of hedging derivatives 116,424 116,424 Loss on refunding of debt 7,735 4,604 12,339

Total deferred outflows of resources 124,159 - - 4,604 - - 128,763

(Continued) 32300 Exhibit S-1

DELAWARE RIVER PORT AUTHORITY

Combined Supplemental Schedule of Net Position Information by Fund December 31, 2014 (amounts expressed in thousands)

Maintenance Combined Combined Capital Revenue Reserve General Bond Project Fund Fund Fund Fund Funds Funds Total

Liabilities Current Liabilities Accounts payable Retained amounts on contracts$ 135 $ 10,255 $ 10,390 Other 12,540 14,866 27,406 Accrued liabilities Claims and judgments 58 663 721 Self-insurance 1,120 880 2,000 Pension 706 1,954 2,660 Sick and vacation leave benefits 663 312 975 Other 433 1,051 1,484 Unearned revenue 618 3,803 4,421 Liabilities payable from restricted assets Accrued interest payable $ 24,285 24,285 Bonds payable - current $ 37,920 9,465 47,385

Total current liabilities 37,920 16,273 - 43,249 24,285 - 121,727

Noncurrent Liabilities Accrued liabilities Claims and judgments 162 1,774 1,936 Self-insurance 1,435 1,148 2,583 Sick and vacation leave benefits 1,980 943 2,923 Other PRELIMINARY DRAFT21,175 10,270 31,445 Unearned revenue 4,908 4,908 Premium payment payable - derivative companion instrument Review and 29,335 Discussion Purposes Only 29,335 Derivative instrument - interest rate swap 116,490 692 117,182 Bonds payable, net of unamortized- Subject discounts to Change - and premiums 1,382,804 182,989 1,565,793

Total noncurrent liabilities 1,528,629 29,660 - 197,124 692 - 1,756,105

Total liabilities 1,566,549 45,933 - 240,373 24,977 - 1,877,832

Net Position Net investment in capital assets (64,993) 25 $ 239,730 174,762 Restricted for: Debt requirements 13,346 $ 3,000 181,956 198,302 Port projects 16,702 16,702 Unrestricted (deficiency) (28,409) (33,128) 1,689 257,927 198,079

Total net position $ (93,402) $ (19,782) $ 4,689 257,952$ $ 181,956 $ 256,432 $ 587,845 32300 Exhibit S-2

DELAWARE RIVER PORT AUTHORITY

Combined Supplemental Schedule of Changes in Fund Net Position Information by Fund For the Year Ended December 31, 2014 (amounts expressed in thousands)

Maintenance Combined Combined Capital Revenue Reserve General Bond Project Fund Fund Fund Fund Funds Funds Total

Net Position (Deficiency), January 1$ (201,717) $ (27,253) $ 4,541 $ 203,189 $ 168,635 $ 363,994 $ 511,389

Revenues and Expenses Operating revenues 304,969 25,913 330,882 Operating expenses (57,425) (49,824) (54,706) (161,955) General administration expenses (41,058) (289) (41,347) Investment income 799 361 148 3,280 3,738 153 8,479 Interest expense (718) 1,234 (78,893) (78,377) Economic development activities (2,401) (2,401) Other nonoperating revenues (expenses) (40) (1) 3,478 3,437 Other grant revenues 1,307 1,307

Total revenues and expenses (57,384) 214,447 148 (22,184) (75,155) 153 60,025

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

Interfund Transfers and Payments Bond service (87,969) (43,409) 131,378 Funds free and clear of any lien or pledge (119,033) 119,033 Funds for permitted capital expenditures 105,638 (105,638) Retirement of bonds 29,455 9,195 (38,650) Funds for permitted port projects 2,077 (2,077) Capital additions PRELIMINARY131,992 DRAFT (131,992) Net equity transfers 4,252 26 (26) (4,252)

Total interfund transfersReview and payments and Discussion165,699 (206,976) Purposes - 60,516 Only 88,476 (107,715) Net Position (Deficiency), December- Subject 31 to$ Change (93,402) $ (19,782 -) $ 4,689 $ 257,952 $ 181,956 $ 256,432 $ 587,845 32300 Exhibit S-3

DELAWARE RIVER PORT AUTHORITY

Supplemental Schedule of Net Position Information for Bond and Project Funds December 31, 2014 (amounts expressed in thousands)

1998 1999 2001 Bond Bond Port District 1999 Port District Port District 2013 Total Reserve Service Project Project Project Project Project Combined Fund Fund Fund Fund Fund Fund Fund Funds

Assets Current Assets Cash and cash equivalents Restricted assets Cash and cash equivalents$ 4 60$ $ 473 $ 537 Investments $ 134,447 72,486$ 15,156$ 1,005 223,094 Accrued interest receivable 44

Total current assets 134,447 72,486 4 60 15,633 1,005 - 223,635

Noncurrent Assets Restricted investments for capital projects $ 239,730 239,730

Total assets 134,447 72,486 4 60 15,633 1,005 239,730 463,365

Liabilities Current Liabilities Liabilities payable from restricted assets Accrued interest payable 24,285 24,285

Total current liabilities - 24,285 - - - - - 24,285

Noncurrent Liabilities PRELIMINARY DRAFT Derivative instrument - interest rate swap 692 692

Total noncurrent liabilitiesReview and692 Discussion - - Purposes - - Only - - 692

Total liabilities - Subject 692to Change 24,285 ------24,977

Net Position Net investment in capital assets 239,730 239,730 Restricted for Revenue and port district project bonds 133,755 133,755 Revenue and port district bond service 48,201 48,201 Port projects 4 60 15,633 1,005 16,702

Total net position $ 133,755 48,201$ $ 4 60$ $ 15,633 $ 1,005 $ 239,730 $ 438,388 32300 Exhibit S-4

DELAWARE RIVER PORT AUTHORITY

Supplemental Schedule of Changes in Net Position Information for Bond and Project Funds For the Year Ended December 31, 2014 (amounts expressed in thousands)

1998 1999 2001 Bond Bond Port District 1999 Port District Port District 2013 Total Reserve Service Project Project Project Project Project Combined Fund Fund Fund Fund Fund Fund Fund Funds

Net Position, January 1 130,019$ 38,616$ $ 4 60$ $ 17,212 $ 1,502 $ 345,216 $ 532,629

Revenues and Expenses: Investment income 3,736 2 1 152 3,891 Interest expense (78,893) (78,893)

Total revenues and expenses 3,736 (78,891) - 1 152 (75,002)

Interfund Transfers and Payments: Bond service 131,378 131,378 Funds for permitted capital expenditures (105,638) (105,638) Retirement of bonds (38,650) (38,650) Funds for permitted port projects (1,580) (497) (2,077) Net equity transfers (4,252) (4,252)

Total interfund transfers and payments - 88,476 - - (1,580) (497) (105,638) (19,239)

Net Position, December 31 133,755$ 48,201$ $ 4 60$ $ 15,633 $ 1,005 $ 239,730 $ 438,388

PRELIMINARY DRAFT Review and Discussion Purposes Only - Subject to Change - 32300 Exhibit ST-1

DELAWARE RIVER PORT AUTHORITY

Financial Trend Data Last Ten Fiscal Years (amounts expressed in thousands) Unaudited

NET POSITION

2014 * 2013 * 2012 * 2011 * 2010 * 2009 * 2008 2007 2006 2005

Net investment in capital assets $ 174,762 $ 213,138 $ 272,905 $ 214,632 $ 239,390 $ 325,973 $ 281,146 $ 245,959 $ 244,194 $ 245,211 Restricted 215,004 159,521 143,692 185,219 158,589 142,435 147,850 176,895 199,758 236,796 Unrestricted (deficiency) 198,079 138,730 2,232 (67,153) (111,050) (138,043) (94,317) (92,855) (113,329) (158,624)

Total Net Position $ 587,845 $ 511,389 $ 418,829 $ 332,698 $ 286,929 $ 330,365 $ 334,679 $ 329,999 $ 330,623 $ 323,383

CHANGES IN NET POSITION

2014 * 2013 * 2012 * 2011 * 2010 * 2009 * 2008 2007 2006 2005 Operating Revenues Bridges: Tolls$ 297,267 $ 293,863 $ 292,810 $ 267,685 $ 243,879 $ 242,620 $ 208,856 $ 196,069 $ 194,958 $ 190,930 Other operating revenues 7,702 6,451 6,372 5,049 4,753 4,944 5,815 5,540 4,170 4,219

Total bridge operating revenues 304,969 300,314 299,182 272,734 248,632 247,564 214,671 201,609 199,128 195,149

Transit system: Passenger fares 24,257 25,908 26,035 24,004 21,956 22,028 21,459 18,978 19,014 19,067 Other operating revenues 1,506 1,699 1,957 1,817 1,968 1,606 1,507 1,438 1,600 1,871

Total transit system operating revenues 25,763 27,607 27,992 25,821 23,924 23,634 22,966 20,416 20,614 20,938

Port of Philadelphia and Camden: Ameriport 1,838 Cruise terminal 2 369 309 571 683 1,043 1,608 1,264 RiverLink PRELIMINARY DRAFT68 61 62 73 50 72 51

Total Port of Philadelphia and CamdenReview - and - Discussion2 437 Purposes370 633 756Only 1,093 1,680 3,153

Other: Miscellaneous - Subject150 to203 Change 224 556 - 1,801 1,456 590 852 1,697 623

Total operating revenues 330,882 328,124 327,400 299,548 274,727 273,287 238,983 223,970 223,119 219,863

Operating Expenses Operations 100,596 97,436 98,581 94,259 99,518 97,735 100,515 94,762 88,482 82,239 Community impact 3,745 3,688 3,611 3,560 3,473 3,483 3,380 3,306 3,198 3,078 General and administration 41,347 38,932 44,277 40,536 46,272 35,457 34,974 31,025 27,780 26,857 Port of Philadelphia and Camden 189 62 29 246 824 1,269 1,447 1,698 1,824 3,548 Depreciation 57,425 54,801 55,018 49,216 47,751 45,776 45,486 44,634 42,355 38,432

Total operating expenses 203,302 194,919 201,516 187,817 197,838 183,720 185,802 175,425 163,639 154,154

Operating Income 127,580 133,205 125,884 111,731 76,889 89,567 53,181 48,545 59,480 65,709 Nonoperating Revenues (Expenses) Interest revenue (net of change in fair value of derivative instruments) 8,479 4,628 7,638 13,633 (25,867) 8,718 17,592 26,704 28,383 27,282 Interest expense (78,377) (58,784) (66,540) (77,870) (72,527) (65,584) (75,654) (74,668) (78,267) (72,213) Amortization expense (100) (100) (100) (100) (1,511) (1,356) (1,353) (1,353) (1,346) (2,059) Economic development activities (2,401) (4,371) (8,695) (2,025) (39,657) (26,794) (3,960) (9,841) (7,050) (9,704) Other 4,844 2,825 4,276 3,055 (1,366) (985) 457 (35) (1,065) (1,533) Bond issuance costs (2,516) (1,374) Loss on abandonment of Aerial Tram project (18,318) Loss on disposal of capital assets (7,929)

Total nonoperating revenues (expenses) (67,555) (58,318) (64,795) (89,554) (140,928) (86,001) (62,918) (59,193) (59,345) (58,227)

Income (Loss) Before Capital Contributions 60,025 74,887 61,089 22,177 (64,039) 3,566 (9,737) (10,648) 135 7,482

Capital Contributions Federal and state capital improvement grants 16,431 17,673 25,042 33,021 20,603 11,443 14,417 10,024 12,076 7,786

Discontinued Operations Loss on disposal of Ameriport ------(4,971) - Change in Net Position $ 76,456 $ 92,560 $ 86,131 $ 55,198 $ (43,436) $ 15,009 $ 4,680 $ (624) $ 7,240 $ 15,268

* Figures for the years 2014, 2013, 2012, 2011 and 2009 include the implementation of Governmental Accounting Standards Board Statement No. 53,Accounting and Financial Reporting for Derivative Instruments. Figures for 2014, 2013, 2012 and 2011 include the implementation of Governmental Accounting Standards Board Statement No. 65,Items Previously Reported as Assets and Liabilities. Figures for the years 2010 and 2009 have been restated to remove the projected cost of bridge repainting. 32300 Exhibit ST-2

DELAWARE RIVER PORT AUTHORITY

Revenue Capacity Data Last Ten Fiscal Years Unaudited

MAJOR REVENUES BY SOURCE (In Thousands)

2014 2013 2012 2011 2010 2009 2008 2007 2006 2005

Bridge operating revenues $ 304,969 $ 300,314 $ 299,182 $ 272,734 $ 248,632 $ 247,564 $ 214,671 $ 201,609 $ 199,128 $ 195,149 PATCO transit system operating revenues 25,763 27,607 27,992 25,821 23,924 23,634 22,966 20,416 20,614 20,938 Port of Philadelphia and Camden 2 437 370 633 756 1,093 1,680 3,153 Investment income 6,909 5,581 5,803 4,968 8,176 9,252 17,592 26,704 28,383 27,282

Total revenues $ 337,641 $ 333,502 $ 332,979 $ 303,960 $ 281,102 $ 281,083 $ 255,985 $ 249,822 $ 249,805 $ 246,522

On September 14, 2008, the Authority implemented a new bridge toll schedule which increased tolls in each vehicle class and restructured the E-ZPass and senior citizen programs. Additionally, passenger fares, with the exception of fares for elderly persons and persons with disabilities, were increased by 10% across all zones. On July 1, 2011, the Authority implemented a new bridge toll schedule which increased tolls in each vehicle class. The Authority also implemented a second 10% increase in PATCO passenger fares.

TOLL REVENUE BY BRIDGE (In Thousands)

2014 2013 2012 2011 2010 2009 2008 2007 2006 2005

Walt Whitman Bridge $ 116,256 $ 111,256 $ 111,900 $ 103,191 $ 95,180 $ 96,319 $ 82,198 $ 77,109 $ 77,528 $ 76,255 Ben Franklin Bridge 97,923 101,094 100,443 89,824 80,083 79,848 67,188 62,235 61,577 60,550 Betsy Ross Bridge 33,408 33,578 34,084 32,295 30,610 29,062 27,590 26,734 26,906 26,305 Commodore Barry Bridge 49,680 47,935 46,383 42,375 38,006 37,391 31,880 29,991 28,947 27,820

Total toll revenues $ 297,267 $ 293,863 $ 292,810 $ 267,685 $ 243,879 $ 242,620 $ 208,856 $ 196,069 $ 194,958 $ 190,930

BRIDGE CASH TOLL RATES

PRELIMINARY2014 2013 2012 DRAFT2011 2010 2009 2008 2007 2006 2005

Class 1 - Motorcycle 5.00$ $ 5.00 $ 5.00 $ 5.00 $ 4.00 $ 4.00 $ 4.00 $ 2.00 $ 2.00 $ 2.00 Class 2 - Automobile Review5.00 and5.00 Discussion5.00 5.00 Purposes4.00 4.00 4.00Only 3.00 3.00 3.00 Class 3 - Two axle trucks 15.00 15.00 15.00 15.00 12.00 12.00 12.00 9.00 9.00 9.00 Class 4 - Three axle trucks 22.50 22.50 22.50 22.50 18.00 18.00 18.00 13.50 13.50 13.50 Class 5 - Four axle trucks - Subject30.00 to 30.00 Change 30.00 30.00- 24.00 24.00 24.00 18.00 18.00 18.00 Class 6 - Five axle trucks 37.50 37.50 37.50 37.50 30.00 30.00 30.00 22.50 22.50 22.50 Class 7 - Six axle trucks 45.00 45.00 45.00 45.00 36.00 36.00 36.00 27.00 27.00 27.00 Class 8 - Bus 7.50 7.50 7.50 7.50 6.00 6.00 6.00 4.50 4.50 4.50 Class 9 - Bus 11.25 11.25 11.25 11.25 9.00 9.00 9.00 6.75 6.75 6.75 Class 10 - Senior citizen (with ticket only) 2.50 2.50 2.50 2.50 2.00 2.00 2.00 1.00 1.00 1.00 Class 13 - Auto w/trailer (1 axle) 8.75 8.75 8.75 8.75 6.00 6.00 6.00 5.25 5.25 5.25 Class 14 - Senior citizens (with 2 tickets only) ------0.70 0.70 0.70

The toll rates shown above are cash toll rates in effect for the period indicated. On September 14, 2008, the Authority implemented a new bridge toll schedule which increased tolls in each vehicle class and restructured the E-ZPass and senior citizen programs. On July 1, 2011, the Authority implemented a new bridge toll schedule which increased tolls in each vehicle class. 32300 Exhibit ST-3

DELAWARE RIVER PORT AUTHORITY

Revenue Capacity Data (Continued) Last Ten Fiscal Years Unaudited

BRIDGE TRAFFIC BY VEHICLE CLASSIFICATION (In Thousands)

2014 2013 2012 2011 2010 2009 2008 2007 2006 2005

Vehicle classification: Automobiles & light trucks 43,644 43,732 43,931 44,757 46,245 46,580 48,310 49,678 49,395 48,667 Trucks 2,713 2,571 2,505 2,542 2,603 2,548 2,890 3,038 3,035 2,974 Buses 228 231 236 250 260 276 287 301 314 317 Senior citizens 1,245 1,344 1,405 1,440 1,305 1,229 1,906 1,998 2,032 2,005 Other 2 2 3 3 1 4 6 61 89 102

Total traffic 47,832 47,880 48,080 48,992 50,414 50,637 53,399 55,076 54,865 54,065

BRIDGE TRAFFIC BY BRIDGE (In Thousands)

2014 2013 2012 2011 2010 2009 2008 2007 2006 2005

Walt Whitman Bridge 18,665 18,086 18,311 18,806 19,579 20,022 20,877 21,473 21,577 21,293 Ben Franklin Bridge 17,642 18,292 18,285 18,286 18,459 18,571 19,296 19,759 19,600 19,363 Betsy Ross Bridge 4,923 4,993 5,090 5,429 5,821 5,595 6,511 6,900 6,906 6,788 Commodore Barry Bridge 6,602 6,509 6,394 6,471 6,555 6,449 6,715 6,944 6,782 6,621

Total traffic 47,832 47,880 48,080 48,992 50,414 50,637 53,399 55,076 54,865 54,065

PATCO TRANSIT SYSTEM OPERATINGPRELIMINARY REVENUES (In Thousands) DRAFT 2014 2013 2012 2011 2010 2009 2008 2007 2006 2005

Passenger fares Review 24,257$ and 25,908$ Discussion 26,035$ 24,004$ 21,956$ Purposes 22,028$ 21,459$ Only 18,978$ 19,014$ 19,067$ Other revenues 1,506 1,699 1,957 1,817 1,968 1,606 1,507 1,438 1,600 1,871

Total operating revenues - Subject 25,763$ 27,607$ to Change 27,992$ 25,821$ - 23,924$ 23,634$ 22,966$ 20,416$ 20,614$ 20,938$

On September 14, 2008, passenger fares, were increased by 10% across all zones. On July 1, 2011, passenger fares were increased by an additional 10%.

PATCO PASSENGER FARES

2014 2013 2012 2011 2010 2009 2008 2007 2006 2005

Lindenwold / Ashland / Woodcrest 3.00$ 3.00$ 3.00$ 3.00$ 2.70$ 2.70$ 2.70$ 2.45$ 2.45$ 2.45$ Haddonfield / West Haddonfield / Collingswood 2.60 2.60 2.60 2.60 2.35 2.35 2.35 2.15 2.15 2.15 Ferry Avenue 2.25 2.25 2.25 2.25 2.05 2.05 2.05 1.85 1.85 1.85 New Jersey 1.60 1.60 1.60 1.60 1.45 1.45 1.45 1.30 1.30 1.30 City Hall / Broadway / Philadelphia 1.40 1.40 1.40 1.40 1.25 1.25 1.25 1.15 1.15 1.15

On September 14, 2008, passenger fares, were increased by 10% across all zones. On July 1, 2011, passenger fares were increased by an additional 10%.

PATCO TRANSIT SYSTEM RIDERSHIP (In Thousands)

2014 2013 2012 2011 2010 2009 2008 2007 2006 2005

Passengers 10,007 10,542 10,613 10,506 10,109 10,022 10,338 9,406 9,377 9,363 32300 Exhibit ST-4

DELAWARE RIVER PORT AUTHORITY

Debt Capacity Data Last Ten Fiscal Years (amounts expressed in thousands) Unaudited

DEBT SERVICE COVERAGE

2014 2013 2012 2011 * 2010 * 2009 * 2008 2007 2006 2005

Revenues available for Debt Service: Bridge operating$ 304,969 $ 300,314 $ 299,182 $ 272,734 $ 248,632 $ 247,564 $ 214,671 $ 201,609 $ 199,128 $ 195,149 Interest income 152 152 154 155 156 559 777 3,516 4,392 2,635

305,121 300,466 299,336 272,889 248,788 248,123 215,448 205,125 203,520 197,784

Less expenses: Bridge operating 53,466 53,042 56,325 49,369 52,003 49,924 54,393 52,294 50,644 46,505 General and administration 41,347 38,932 44,277 40,536 46,272 35,457 34,974 31,025 27,780 26,856

94,813 91,974 100,602 89,905 98,275 85,381 89,367 83,319 78,424 73,361

Net revenues available for Debt Service: 1995 Revenue Bond Indenture $ 125,096 $ 124,423

Add: Bridge repainting expense 4,363 4,498 $ 3,892 $ 3,779 OPEB Expense (GASB 45) (exclusive of PATCO) 4,694 400 1,635 1,005 6,012 6,012 6,219 6,219 Interest income: 1998, 1999, 2008, 2010 and 2013 Revenue Bonds 2,349 2,352 2,086 2,387 983 2,602 3,226 2,989 2,776 3,195

7,043 2,752 3,721 3,392 6,995 8,614 13,808 13,706 6,668 6,974

Net revenues available for Debt Service: 1998 Revenue Bond Indenture$ 217,351 $ 211,244 $ 202,455 $ 186,376 $ 157,508 $ 171,356 $ 139,889 $ 135,512 $ 131,764 $ 131,397

Debt Service (Revenue Bonds): 1995 Revenue Bonds $ 14,652 $ 19,535 $ 19,535 Swap payments (net) $ 30,134 $ 31,825 $ 33,248 $ 39,249 $ 40,687 $ 18,793 $ 12,634 7,045 7,538 1998, 1999, Revenue Bonds 6,450 19,391 26,956 42,026 56,839 51,803 48,519 48,527 2008 Revenue Bonds 16,836 16,091 16,337 15,532 12,497 12,189 3,584 2010 Revenue Refunding and Revenue Bonds 28,318 15,717 15,986 16,020 7,823 2013 Revenue Bonds 23,655 854 Total Debt Service PRELIMINARY$ 98,943 $ 64,487 $ 72,021 DRAFT$ 90,192 $ 87,963 $ 73,008 $ 73,057 $ 73,500 $ 75,592 $ 68,062 Debt Service coverage (times): 1995 Bond Indenture Review and Discussion Purposes Only 4.62 6.37 Debt Service coverage (times): 1998 Bond Indenture - Subject 2.20 to 3.28 Change 2.81 2.07- 1.79 2.35 1.91 1.84 1.74 1.93 For 2006, the Authority has reflected the net swap debt service expense related to its annual payment under the 1995 Revenue Bond swap, which was exercised in January 2006. The Authority believes that this calculation, based on Generally Accepted Accounting Principles, fairly, clearly and completely represents the economic condition of the Authority as it relates to the debt service coverage calculation. For periods prior to 2006, the schedule reflects calculations made in accordance with the Authority’s 1995 and 1998 Indentures of Trust. The Authority believes that this calculation is also consistent with Generally Accepted Accounting Principles and fairly, clearly and completely represents the economic condition of the Authority as it relates to the debt service coverage calculation for the periods specified. ‘Under a “legally enacted basis” (as prescribed by the governing Revenue Bond Indentures), debt service coverage under the 1995 and 1998 Indentures, for 2006, would be 3.21 and 1.51 times, respectively. (Under a legally enacted basis, only the gross swap interest payment to the counter party, or $19.46 million, is used in the calculation, while the net interest revenue payment of $11.92 million to the Authority is not included in the calculation). In 2007, the supplemental indenture to the 1998 Indenture was revised which changed the “legally enacted basis” calculation to allow for inclusion of the swap interest paid to the Authority in the debt service coverage calculation.

* During 2011, the Authority changed its accounting method to remove the projected costs of bridge repainting. Figures for 2010 and 2009 have been restated.

FUNDED DEBT

2014 * 2013 * 2012 * 2011 * 2010 2009 2008 2007 2006 2005

Outstanding Revenue Bond related debt $ 1,420,724 $ 1,450,720 $ 978,185 $ 1,034,519 $ 1,065,375 $ 785,075 $ 807,890 $ 820,392 $ 847,472 $ 867,277 Outstanding Port District Project Bond debt 192,454 203,995 209,603 314,470 303,554 321,915 339,645 360,510 364,715 377,932

Total outstanding debt $ 1,613,178 $ 1,654,715 $ 1,187,788 $ 1,348,989 $ 1,368,929 $ 1,106,990 $ 1,147,535 $ 1,180,902 $ 1,212,187 $ 1,245,209

* Figures for 2014, 2013, 2012 and 2011 include the implementation of Governmental Accounting Standards Board Statement No. 65, Items Previously Reported as Assets and Liabilities .

RATIO OF DEBT PER CUSTOMER (Based on Revenue Bond Debt)

2014 2013 2012 2011 2010 2009 2008 2007 2006 2005

Outstanding Revenue Bond related debt $ 1,420,724 $ 1,450,720 $ 978,185 $ 1,034,519 $ 1,065,375 $ 785,075 $ 807,890 $ 820,392 $ 847,472 $ 867,277 Total annual debt service related to Revenue Bonds $ 98,943 $ 64,487 $ 72,021 $ 90,192 $ 87,963 $ 73,008 $ 73,057 $ 73,500 $ 75,592 $ 68,062 Total traffic 47,832 47,880 48,080 48,992 50,414 50,637 53,399 55,076 54,865 54,065 Outstanding Revenue Bond debt per customer $ 29.70 $ 30.30 $ 20.34 $ 21.12 $ 21.13 $ 15.50 $ 15.13 $ 14.90 $ 15.45 $ 16.04 Debt service per customer $ 2.07 $ 1.35 $ 1.50 $ 1.84 $ 1.74 $ 1.44 $ 1.37 $ 1.33 $ 1.38 $ 1.26 32300 Exhibit ST-5

DELAWARE RIVER PORT AUTHORITY

Demographic and Economic Data Last Ten Fiscal Years Unaudited

PENNSYLVANIA PORT DISTRICT

2013 2012 2011 2010 2009 2008 2007 2006 2005 2004

Population (1) 4,051,649 4,054,478 4,030,926 4,010,290 4,012,573 3,991,897 3,882,564 3,879,207 3,873,792 3,870,442 Total Personal Income (1) $ 222,749,066 $ 212,668,430 $ 204,488,875 $ 195,158,270 $ 191,619,984 $ 189,058,438 $ 184,342,322 $ 174,120,302 $ 164,091,035 $ 155,961,239 Per Capita Personal Income (1) $ 54,977 $ 52,453 $ 50,730 $ 48,664 $ 47,755 $ 47,361 $ 47,480 $ 44,886 $ 42,359 $ 40,295 Unemployment Rate (2) 8.67% 8.75% 8.50% 8.71% 7.91% 5.37% 4.36% 4.26% 4.58% 5.00%

Sources: (1) Bureau of Economic Analysis, Regional Economic Accounts, Metropolitan Divisions (Philadelphia, PA Metropolitan Division) (2) United States Department of Labor, Bureau of Labor Statistics, Local Area Unemployment Statistics

PENNSYLVANIA PORT DISTRICT TOP TEN EMPLOYERS

# of Employees % of Employment # of Employees % of Employment

Albert Einstein Healthcare Network (Jefferson 1. Health System) 12,632 0.34% 6. Aramark Corp. 10,026 0.27%

2. Merek & Company, Inc. 12,000 0.32% 7. Supervalu Inc. (Acme) 10,000 0.27%

3. University of Pennsylvania Health System 11,908 0.32% 8. Temple University Health System 8,000 0.21%

4. Wal-Mart 11,445 0.30% 9. Children's Hospital 7,800 0.21%

5. Comcast Corporation 10,200 0.28% 10. Tenet Health System 6,021 0.16%

List excludes Federal Government Agencies (Federal Reserve Bank, U.S. Mint, U.S. District Court, Internal Revenue Service and U.S. Military), City Departments (Police and Fire Departments, Streets Department, Courts and the Water and Gas Company) and area School Systems (including Board of Education).

Source: Select Greater Philadelphia, Regional Data

NEW JERSEY PORT DISTRICT

2013 2012 2011 2010 2009 2008 2007 2006 2005 2004

Population 2,462,132 2,438,673 2,425,526 2,422,041 2,419,475 2,411,118 2,401,441 2,391,435 2,378,301 2,364,176 Total Personal Income $ 110,208,947PRELIMINARY$ 103,930,739 $ 102,916,280 $ 101,195,650DRAFT$ 99,031,079 $ 98,568,702 $ 92,444,597 $ 89,285,614 $ 84,062,922 $ 80,794,632 Per Capita Personal Income $ 44,762 $ 42,618 $ 42,430 $ 41,781 $ 40,931 $ 40,881 $ 38,495 $ 37,336 $ 35,346 $ 34,175 Unemployment Rate Review10.07% 10.20% and11.10% Discussion11.51% 10.84% Purposes6.07% 5.16% Only5.44% 5.14% 5.45% Source: United States Department of Labor, Bureau of Labor Statistics, Local Area Unemployment Statistics - Subject to Change - NEW JERSEY PORT DISTRICT TOP TEN EMPLOYERS

# of Employees % of Employment # of Employees % of Employment

1. Virtua Health 9,000 0.41% 6. Cooper Health System 5,000 0.22%

2. Wells Fargo 8,800 0.40% 7. Kennedy Health System 4,973 0.22%

3. TD Bank 5,900 0.26% 8. St. Barnabus Health Care System 4,600 0.21%

4. Lourdes Health System 5,500 0.25% 9. PHH Mortgage 4,400 0.20%

5. Lockheed Martin Corp. 5,000 0.22% 10. Six Flags Theme Park 4,340 0.19%

List excludes Federal Government Agencies, City Departments, area School Systems (including Board of Education) and NJ Casinos

Sources: Select Greater Philadelphia, Regional Data, Ocean County Data Book, The Press, Atlantic City

EMPLOYMENT SHARES BY SECTOR: GREATER PHILADELPHIA REGION 2013 32300 Exhibit ST-6

DELAWARE RIVER PORT AUTHORITY

Operating Information Last Ten Fiscal Years (amounts expressed in thousands) Unaudited

BRIDGE OPERATING REVENUES

2014 2013 2012 2011 2010 2009 2008 2007 2006 2005

Toll revenues by vehicle classification: Automobiles, light trucks and commuters$ 219,197 $ 219,379 $ 220,379 $ 201,483 $ 184,439 $ 184,260 $ 155,009 $ 144,835 $ 143,843 $ 141,057 Trucks 72,377 68,298 66,087 60,383 54,856 53,697 49,467 47,363 47,145 45,618 Buses 2,278 2,310 2,370 2,271 2,074 2,187 1,640 1,434 1,500 1,515 Senior citizens 3,113 3,360 3,512 3,123 2,308 2,268 2,389 1,999 2,033 2,005 Other 302 516 462 425 202 208 351 438 437 735

Total toll revenues 297,267 293,863 292,810 267,685 243,879 242,620 208,856 196,069 194,958 190,930

Other bridge operating revenues 7,702 6,451 6,372 5,049 4,753 4,944 5,815 5,540 4,170 4,219

Total bridge operating revenues $ 304,969 $ 300,314 $ 299,182 $ 272,734 $ 248,632 $ 247,564 $ 214,671 $ 201,609 $ 199,128 $ 195,149

GENERAL EXPENSES BY FUNCTION

2014 2013 2012 2011 2010 2009 2008 2007 2006 2005

Bridge operations: Salaries and employee benefits$ 35,955 $ 34,184 $ 32,790 $ 30,743 $ 31,743 $ 32,496 31,551$ $ 30,047 $ 29,059 $ 26,954 Equipment and supplies 187 209 159 194 259 212 212 176 156 136 Maintenance and repairs PRELIMINARY3,905 3,356 1,990 DRAFT 3,327 3,433 3,234 3,417 3,277 2,966 1,511 Utilities 2,256 1,591 1,636 1,694 2,819 2,562 2,783 2,621 2,386 1,678 Insurance 3,053 5,719 2,877 4,974 5,765 5,130 4,644 5,093 5,813 6,617 Other Review8,110 and 7,983 Discussion 16,873 8,437 12,335 Purposes 10,442 11,786 Only 11,080 10,264 9,609 Total bridge operations - Subject 53,466 53,042 to Change56,325 49,369 - 56,354 54,076 54,393 52,294 50,644 46,505 PATCO transit system: Maintenance of way and power 11,469 11,263 10,770 10,865 11,261 11,552 10,229 9,774 9,438 8,884 Maintenance of equipment 6,728 6,547 6,157 6,149 7,666 7,156 6,696 6,679 6,370 7,046 Purchased power 4,712 4,688 4,270 5,230 5,667 5,359 5,656 4,933 4,984 3,335 Transportation 16,070 16,015 15,012 14,347 13,986 15,114 14,489 13,015 11,800 11,622 General insurance 2,564 1,583 1,276 4,288 876 767 1,256 692 704 823 Administration 5,587 4,298 4,771 4,011 8,059 7,863 7,795 7,375 4,542 4,024

Total PATCO transit system 47,130 44,394 42,256 44,890 47,515 47,811 46,121 42,468 37,838 35,734

Community impact 3,745 3,688 3,611 3,560 3,473 3,483 3,380 3,306 3,198 3,078 General and administration 41,347 38,932 44,277 40,536 46,272 35,457 34,974 31,025 27,780 26,857 Port of Philadelphia and Camden 189 62 29 246 824 1,269 1,447 1,698 1,824 3,548 Interest 78,377 58,784 66,540 77,870 72,527 65,584 75,654 74,668 78,267 72,213

Total expenses $ 224,254 $ 198,902 $ 213,038 $ 216,471 $ 226,965 $ 207,680 $ 215,969 $ 205,459 $ 199,551 $ 187,935

Since 2010, general expenses at DRPA and PATCO have shown a downward trend, decreasing from $226.96 million in 2010 to $198.55 million, a 12.5% decrease over the period. Total expenses for 2012 dropped below $200 million annually, the first time this has happened since 2006. 32300 Exhibit ST-7

DELAWARE RIVER PORT AUTHORITY

Operating Information (Continued) Last Ten Fiscal Years Unaudited

OPERATING STATISTICS (In Thousands)

2014 2013 2012 2011 2010 2009 2008 2007 2006 2005

DRPA: Total traffic 47,832 47,880 48,080 48,992 50,414 50,637 53,399 55,076 54,865 54,065 Non-commercial traffic 45,119 45,309 45,575 46,450 47,811 48,089 50,509 52,038 51,830 51,091 Commercial traffic 2,713 2,571 2,505 2,542 2,603 2,548 2,890 3,038 3,035 2,974 Average daily traffic 131 131 132 134 138 139 146 151 150 148 Average toll per customer 6.21$ 6.14$ 6.09$ 5.46$ 4.84$ 4.79$ 3.91$ 3.56$ 3.55$ 3.53$ E-ZPass traffic 30,182 29,635 29,098 28,983 28,911 28,367 28,130 27,987 26,946 25,522 % of E-ZPass traffic 63.1% 61.9% 60.5% 59.2% 57.3% 56.0% 52.7% 50.8% 49.1% 47.2%

PATCO: Total passengers 10,007 10,542 10,613 10,506 10,109 10,022 10,338 9,406 9,377 9,363 Average daily passengers 27 29 29 29 28 27 28 26 26 26 Average fare per passenger 2.42$ 2.46$ 2.45$ 2.28$ 2.17$ 2.20$ 2.08$ 2.02$ 2.03$ 2.04$

Average fare per passenger based on PATCO net passenger fare revenues.

FULL-TIME AUTHORITY EMPLOYEES

2014 2013 2012 2011 2010 2009 2008 2007 2006 2005

DRPA 564 572 567 564 582 595 589 589 553 554 PATCO 302 308 296 302 309 305 301 302 355 358

Total full-time PRELIMINARY 866 880 863 DRAFT 866 891 900 890 891 908 912 Review and Discussion Purposes Only CAPITAL EXPENDITURES (In -Thousands) Subject to Change - 2014 2013 2012 2011 2010 2009 2008 2007 2006 2005

Bridge and transit system 131,992$ 87,468$ 118,056$ 158,812$ 71,494$ 75,481$ 58,498$ 23,395$ 31,109$ 44,501$

CAPITAL ASSET STATISTICS

2014 2013 2012 2011 2010 2009 2008 2007 2006 2005 Facility - Lane Miles

Walt Whitman Bridge Main Span (lane miles) 14.7 14.7 14.7 14.7 14.7 14.7 14.7 14.7 14.7 14.7 Miles per Lane 2.1 2.1 2.1 2.1 2.1 2.1 2.1 2.1 2.1 2.1 Number of Lanes 7 7 7 7 7 7 7 7 7 7

Ben Franklin Bridge Main Span (lane miles) 12.67 12.67 12.67 12.67 12.67 12.67 12.67 12.67 12.67 12.67 Miles per Lane 1.81 1.81 1.81 1.81 1.81 1.81 1.81 1.81 1.81 1.81 Number of Lanes 7 7 7 7 7 7 7 7 7 7

Betsy Ross Bridge Main Span (lane miles) 7.5 7.5 7.5 7.5 7.5 7.5 7.5 7.5 7.5 7.5 Miles per Lane 1.25 1.25 1.25 1.25 1.25 1.25 1.25 1.25 1.25 1.25 Number of Lanes 6 6 6 6 6 6 6 6 6 6

Commodore Barry Bridge Main Span (lane miles) 14.0 14.0 14.0 14.0 14.0 14.0 14.0 14.0 14.0 14.0 Miles per Lane 2.8 2.8 2.8 2.8 2.8 2.8 2.8 2.8 2.8 2.8 Number of Lanes 5 5 5 5 5 5 5 5 5 5

Track Mileage PATCO Transit System 14.9 14.9 14.9 14.9 14.9 14.9 14.9 14.9 14.9 14.9

Number of PATCO NJ Stations 9 9 9 9 9 9 9 9 9 9 Number of PATCO PA Stations 4 4 4 4 4 4 4 4 4 4 32300 Exhibit ST-8

DELAWARE RIVER PORT AUTHORITY

Operating Information (Continued) Last Ten Fiscal Years Unaudited

BRIDGE & PATCO OPERATIONS

DRPA Bridge Traffic 2005-2014 DRPA Bridge Toll Revenues 2005-2014 (in millions of vehicles) (in millions of dollars)

$300 56

54 $225 52

50 $150

48 $75 46

44 ‐ '05 '06 '07 '08PRELIMINARY '09 '10 '11 '12 '13 '14 DRAFT '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 Review and Discussion Purposes Only PATCO Passenger Ridership 2005-2014 PATCO Passenger Fare Revenues 2005-2014 (in millions of passengers)- Subject to Change - (in millions of dollars)

11 $28 $24 11 $20 10 $16

10 $12 $8 9 $4 9 ‐ '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14

Note:

On September 14, 2008, the Authority implemented a new bridge toll schedule which increased tolls in each vehicle class and restructured the E-ZPass and senior citizen program. PATCO fares also increased.

On July 1, 2011, the Authority implemented a 25% across-the-board toll increase and a 10% PATCO passenger fare increase. NEW BUSINESS SUMMARY STATEMENT

ITEM NO.: DRPA-15-076 SUBJECT: Consideration of Pending DRPA Contracts (Between $25,000 and $100,000)

COMMITTEE: New Business

COMMITTEEMEETINGDATE: N/A

BOARDACTIONDATE: June17,2015

PROPOSAL: That the Board consider authorizing staff to enter into contracts as shown on the Attachment to this Resolution.

PURPOSE: To permit staff to continue and maintain DRPA operations in a safe and orderly manner.

BACKGROUND: At the Meeting held August 18, 2010 the DRPA Commission adopted Resolution 10-046 providing that all DRPA contracts must be adopted at an open meeting of the DRPA Board. The Board proposed modifications to that Resolution at its meeting of September 15, 2010; specifically that all contracts between $25,000 and $100,000 be brought to the Board for approval. The contracts are listed on the Attachment hereto with the understanding that the Board may be willing to consider all of these contracts at one time, but if any member of the Board wishes to remove any one or more items from the list for separate consideration, each member will have that privilege.

SUMMARY: Amount: N/A Source of Funds: See Attached List Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A DRPA-15-076 New Business: June 17, 2015 Board Date: June 17, 2015 Consideration of Pending DRPA Contracts (Between $25,000 and $100,000)

RESOLUTION

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

SUMMARY: Amount: N/A Source of Funds: See Attached List Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A CONSIDERATION OF PENDING DRPA CONTRACTS (BETWEEN $25,000 - $100,000) – JUNE 17, 2015 DRPA

Item # Vendor/Contractor Description Amount ProcurementMethod BidsReceived BidAmounts SourceofFunds 1 Reuter-Hanney Co. Inc. Purchase of Switchgear $25,700.00 Competitive Formal Bid- IFB 1. Reuter-Hanney Co. Inc. 1. $25,700.00 General Fund Ivyland, PA Testing, Maintenance and B0006326 was publicly advertised Ivyland, PA Calibration at the Walt and issued to eight (8) prospective Whitman Bridge Facility. bidders. Four (4) bids were received 2. M+L Power Systems 2. $36,500.00 and publicly opened on May 21, Old Bridge, NJ 2015. 3. Trace Testing 3. $58,575.00 Hamilton, NJ

4. Chammings Electric 4. NO BID Vineland, NJ

2 Pioneer Supply Co. Inc. Purchase and Installation of $30,302.00 Competitive Formal Bid- IFB 1. Pioneer Supply Co. Inc. 1. $30,302.00 General Fund Pittsburgh, PA One (1) RollsRoller Flatbed B0006325 was publicly advertised Cinnaminson, NJ Applicator at the Walt and issued to five (5) prospective Whitman Bridge Facility. bidders. Two (2) bids were received 2. Wensco Sign Supply 2. NON-RESPONSIVE and publicly opened on May 27, Belmont, MI 2015.

3 SHI (Software House One (1) year maintenance $28,540.88 In accordance with New Jersey State 1. SHI (Software House 1. $28,540.88 Revenue Fund International) agreement for LawSoft Contract #M-0003, vendor award International) Somerset, NJ software. LawSoft is the #77560. Somerset, NJ software utilized by the Authority's Public Safety department for computer- aided dispatch. This maintenance keeps up to date with the latest software upgrades as well as technical support. CONSIDERATION OF PENDING DRPA CONTRACTS (BETWEEN $25,000 - $100,000) – JUNE 17, 2015 DRPA (CONT’D)

Item # Vendor/Contractor Description Amount ProcurementMethod BidsReceived BidAmounts SourceofFunds 4 JPC Group, Inc. Purchase and Installation of $45,000.00 Competitive Formal Bid- IFB 1. JPC Group, Inc 1. $45,000.00 General Fund Blackwood, NJ New Water Line Service at B0006317 was publicly advertised Blackwood, NJ the Ben Franklin Bridge 4th and issued to seventeen (17) Street Abutment Garage - prospective bidders. Four (4) bids 2. Seravelli, Inc. 2. $84,500.00 Philadelphia, PA. were received and publicly opened Philadelphia, PA on April 30, 2015. 3. East Coast Minority Supply 3. $120,000.00 Wilmington, DE

4. Winzinger, Inc. 4. NO BID Hainesport, NJ

5 SimplexGrinnell One (1) year maintenance $34,150.00 In accordance with Commonwealth of 1. SimplexGrinnell 1. $34,150.00 Revenue Fund Cranberry Township, PA agreement for Access Pennsylvania Contract Cranberry Township, PA Control System hardware #4400010438. and software maintenance for One Port Center/DRPA Headquarters and all DRPA bridge facilities.

6 EEOC Training Institute Provide in-house 2015 $34,000.00 Sole Source Provider - see attached 1. EEOC Training Institute 1. $34,000.00 Revenue Fund McLean, VA EEOC training to DRPA and Sole Source Justification Memo McLean, VA PATCO employees. marked as Exhibit "1".

SUMMARY STATEMENT

ITEM NO.: DRPA-15-077 Interim Collective Bargaining Agreements Extension

COMMITTEE: N/A

COMMITTEE MEETING DATE: New Business

BOARDACTIONDATE: June17,2015

PROPOSAL: That the Board of Commissioners of the Delaware River Port Authorize (DRPA) authorize staff to negotiate an extension of the Benefit Contribution Agreements with Teamsters Local 676 and the International Union of Operating Engineers (IUOE) Local 542 for a term of July 1, 2015 through September 30, 2015, and permit staff to use its discretion with regard to entering into an optional three (3) month extension through December 31, 2015.

PURPOSE: To temporarily provide payment of rates with the intent to continue Health and Welfare and Pension coverage for our Teamster employees and Health and Welfare Coverage for our IUOE employees, recognizing that any additional rates paid will be credited at the time of final settlement of the Agreements.

BACKGROUND: The Collective Bargaining Agreement (“CBA”) between PATCO and the Teamsters Local 676 expired May 31, 2011, and the CBA between the DRPA and the IUOE Local 542 expired on December 31, 2012. The parties have been adhering to the terms of those CBAs since those dates and DRPA has continued to contribute to the respective Health and Welfare Funds at a rate prescribed by the Funds, per month, per employee. The Trustees of both funds have indicated that they would discontinue the employees’ health benefits if contributions were discontinued or payments are not made at the prevailing rates the Trustees have established. Similarly, the Trustees of the Teamsters Pension Fund have indicated that a failure to pay contributions at the level prevailing form time-to-time could result in a “withdrawal” from the Fund and the imposition of withdrawal liability on DRPA. In order to avoid cessation or interference with our Teamster and IUOE employees’ healthcare coverage or our Teamster employees’ pension coverage, the DRPA, for a prospective period of three (3) months, with the option of an additional three (3) month extension, agrees to provide payment of prescribed contributions, recognizing that the money paid will be credited at the time of final settlement of the Agreements. SUMMARY STATEMENT Interim Collective Bargaining Agreements Extension

SUMMARY: Amount: Source of Funds: General Fund Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A DRPA-15-077 Committee: New Business Board Date: June 17, 2015 Interim Collective Bargaining Agreements Extension

RESOLUTION

RESOLVED: That the Board of Commissioners of the DRPA authorize staff to negotiate an extension of the Benefit Contribution Agreements for Teamsters Local 676 and IUOE Local 542 for a term of July 1, 2015 through September 30, 2015, and permit staff to use its discretion with regard to entering into a three (3) month extension through December 31, 2015, to temporarily provide payment of rates with the intent to continue Health and Welfare coverage for our Teamster and IUOE employees and pension benefits for our Teamster employees, recognizing that any additional rates paid will be credited at the time of final settlement of the Agreements.

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: Source of Funds: General Fund Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A DELAWARE RIVER PORT AUTHORITY & PORT AUTHORITY TRANSIT CORP. BOARD MEETING

Wednesday, June 17, 2015 One Port Center Board Room Camden, NJ 9:00 a.m.

John Hanson, Chief Executive Officer PATCO BOARD PORT AUTHORITY TRANSIT CORPORATION BOARD MEETING Wednesday, June 17, 2015 at 9:00 a.m. One Port Center, 11th Floor, Board Room Camden, New Jersey ORDER OF BUSINESS

1. Roll Call

2. Report of the General Manager - June 2015

3. Approval of May 20, 2015 PATCO Board Meeting Minutes

4. Monthly List of Payments – Covering Month of May 2015

5. Monthly List of Purchase Orders and Contracts of May 2015

6. Balance Sheet and Equity Statement dated April 30, 2015

7. Approval of Operations & Maintenance Committee Minutes of June 3, 2015

8. Adopt Resolutions Approved by Operations & Maintenance Committee of June 3, 2015

PATCO-15-014 Installation of Cameras for PATCO Station Bike Racks

PATCO-15-015 Rental Uniforms and Laundry Services for PATCO

9. Approval of Finance Committee Minutes of June 3, 2015

10. Adopt Resolutions Approved by Finance Committee of June 3, 2015

PATCO-15-016 Approval of New PATCO Fare Schedule for Pope’s Visit on September 26 and 27, 2015

PATCO-15-017 PATCO FREEDOM Card Acceptance on SEPTA Key System readers – Amendment to Tariff 112 (Supplement 16)

11. Unfinished Business

12. New Business

PATCO-15-018 Consideration of Pending PATCO Contracts (Between $25,000 and $100,000)

13. Adjournment GENERAL MANAGER’S REPORT

REPORT OF THE GENERAL MANAGER

As stewards of public assets, we provide for the safe and efficient operation of transportation services and facilities in a manner that creates value for the public we serve.

June 17, 2015

To the Commissioners:

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

HIGHLIGHTS

STEWARDSHIP

Introduction of Refurbished Trains – On May 28 the first refurbished cars re-entered revenue service. U.S. Representatives Bob Brady and Donald Norcross, NJ State Senate President Steve Sweeney and DRPA/PATCO officials celebrated this exciting milestone, cutting the ribbon on the first of the 120 cars to be rehabilitated by Alstom Transport. Customers are especially pleased with the upgrades to the communications system, which includes both visual and audio automated station announcements, external speakers, video displays, and an intercom to the train operator in case of emergency. In addition to all new seats and slip-resistant flooring, each car can accommodate wheelchairs and bicycles. New windows, lighting, HVAC, and propulsion and braking controls also provide an enhanced travel experience for our customers.

New Signage and Variable Message Systems – The installation of LCDs and LEDs to improve communication with our customers in our stations and on the platforms is nearing completion. The next step in this project is training of staff to program the messages to be displayed through these media.

General Manager’s Report – for June 17, 2015 Meeting

SERVICE

On-Time Performance – PATCO’s on-time performance in May, 2015 was 97.64%. Our on-time performance so far in 2015 is 97.48%.

Escalators / Elevators – Elevator availability for the month of May was 98.5%. Availability of all escalators was 96%, significantly exceeding the 90% goal. Year to date averages are 99.3% for elevators and 92.5% for escalators.

COMMUNITY

School Field Trips – In May PATCO hosted one class traveling from New Jersey into Center City and two schools traveling from Center City to Camden for educational field trips. As approved by the Board, PATCO facilitates the purchase of one-ride tickets for each participant, effectively halving the cost of the students’ round trip.

FINANCE

PATCO Income year to date (through 4/30/15) amounted to $8,498,251 compared with a Budget Anticipated Income of $8,772,545, an unfavorable variance of $274,294 or 3.13%.

Operating expenses during April 2015 amounted to $4,157,626, compared with a Budget Anticipated Expense of $4,136,069, an unfavorable variance of $21,557 or 0.52%. Year to date expenses totaled $15,693,960, compared with a Budget Anticipated Expense of $17,365,112, a favorable variance of $1,671,152 or 9.62%.

During the month of April 2015, PATCO experienced a Net Operating Loss (excluding rental and non- recurring charges) of $1,927,682. The cumulative Net Operating Loss (excluding rental and non- recurring charges) through 4/30/15 totaled $7,195,709. Total Cumulative Loss year to date (including Lease Rental charges) equaled $9,236,373.

Net Transit Loss (including lease expense) for the month ending 4/30/15 was $2,437,849.

The passenger count for the month of April 2015 totaled 866,830, a decrease of 9,564 (-1.09%) when compared to April 2014. Ridership for the year to date as of 4/30/15 totaled 3,293,072, a decrease of 16,335 (-0.49%) when compared to the same period of 2014.

2015 2015 Through April 30, 2015 Budget Actual Variance Income $8,772,545 $8,498,251 $274,294 U Expenses $17,365,112 $15,693,960 $1,671,152 F Operating Ratio .5052 .5415

Passengers 3,443,118 3,293,072 150,046 U Car Miles 1,598,379 1,575,436 22,943

PERSONNEL TRANSACTIONS

The following personnel transactions occurred in May, 2015:

NAME POSITION DEPT. DATE

APPOINTMENT(S) - None

APPOINTMENT(S) – TEMPORARY - None

PROMOTION(S) - None

UPGRADE - None

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION

Phil P. Olivo, Jr. From: Fare Collection Foreman Fare Collection To: Acting Manager, Fare Collection Fare Collection 5/02/15 – 7/02/15

Raymond C. Lewis From: Manager, Mechanical & Custodial Equipment To: Acting Technical Supervisor Equipment 5/30/15 – 7/31/15

Albert J. Profico, Sr. From: Mechanical Foreman Equipment To: Acting Manager, Mechanical & Custodial Equipment 5/30/15 – 7/31/15

TRANSFER(S)

John Dobleman From: Track Foreman Way & Power To: Maintenance Foreman Way & Power 5/16/15

General Manager’s Report – for June 17, 2015 Meeting

RESIGNATION(S)

Bruce J. Ruhl Train Operator Transit Services 5/02/15

RETIREMENT(S)

Michael D. Miller Maintenance Mechanic 1/C Equipment 5/15/15 Madeline Gorko Train Operator Transit Services 5/28/15

DECEASED

John Moody Custodian Way Power 5/13/15

PURCHASING & MATERIAL MANAGEMENT

During the month of May, 138 purchase orders were issued with a total value of $707,960. Of the $31,543 in monthly purchases where minority vendors could have served PATCO needs, $9,735 was awarded to MBEs and $4,246 to WBEs. The $13,981 total MBE/WBE purchases represent 1.9% of the total spent and 44.3% of the purchases available to MBE/WBEs. The storeroom completed 3,077 transactions in May; book value of inventory on hand at the end of the month was $5,417,075.

TRANSIT SERVICES

The on-time performance for the 4,494 scheduled trips in May was 97.64%. PATCO’s performance was 100% on 7 days this month. The number of incidents in May 2015 was again less than the comparable period in 2014.

Although we conducted extensive training prior to introduction of the refurbished cars into service, we are experiencing minor “growing pains” as train operators become comfortable with the new equipment.

General Manager’s Report – for June 17, 2015 Meeting

May Incidents

Other, 26% Equipment Defect, 40%

Familiarization w/ Alstom Cars 6 Doors 7 President's Visit 2 Propulsion 4 Heavy volume 2 Brake/Comp 2 Track Spike 1 OLCB 2 Slippery rail 1 Unusual noise 2 Suspension 1 Other 1

Transit Operations, 13%

Public Safety Issues, Lack of Equipment, 4% 2% Speed W&P Elec - Signal - Passenger Issues, Trespasser, 4% Restrictions, Radio, 6% 2% 2%

MAINTENANCE

The following significant maintenance initiatives progressed in May:  Two (2) rebuilt motors are available for installation as needed. Fifteen (15) motors are being processed for shipment, and seventy-three (73) motors are at vendors for repair. All vendors were asked to provide a 30-day look ahead schedule: o Swinger – 33 at their facility – pending reply o Ram – 23 at their facility – pending reply o Sherwood – 17 at their facility – 4 this week and pending reply General Manager’s Report – for June 17, 2015 Meeting

 As reported previously, we have established a goal of 50 truck overhauls in 2015. Thirteen (13) trucks have been assembled so far this year, with two (2) additional units in the works. Lack of available motors and gear boxes is impeding progress.  No (0) rebuilt gearboxes are available, and no (0) wheelsets are assembled and ready for truck building. We are still relying primarily on UTC to support our gearbox overhaul program. Sixty-two (62) gearboxes are at vendors for repair with 28 at UTC and 34 at Penn Machine.  The car wash brush overhaul and the PLC CPU programming were completed, and the car wash returned to service on May 26. We are performing exterior washes on both shifts and completed fifty-two (52) exterior washes in May.  Interior heavy cleaning was performed on twenty-seven (27) cars in May.  Car overhaul o Pilot Cars 1047/48, 1095/96 and 1101/02 were conditionally accepted on May 8 and the acceptance ceremony was held on May 28. They began running in base service with introduction into loadline scheduled a couple of weeks thereafter. o Cars 101 and 125 were shipped to Alstom on May 14, and Cars 102 and 112 were shipped on May 28. o Cars 1017/18 were received from Alstom on May 14, and Cars 1019/20 were received on May 28.  Car Overhaul – Alstom-supplied test equipment – New valve room equipment arrived on March 25, but we are still awaiting documentation pertaining to its usage, preventive maintenance requirements and calibrations. The automated test station S500 arrived on May 11. We are awaiting commissioning dates for the diagnostics bench, communication equipment and the S500. Delivery of the software work station is expected within a few weeks.  An inspection of the fleet overhead car shell coating has been completed. A cost estimate was received and a logistical plan has been formulated that will not disrupt car availability.  New running rail was installed throughout Mickle Street tunnel on both north and south rails.  An insulated rail joint at MP 9.17 was replaced.  Track area between MP4.88-4.25 was resurfaced.  Frog was welded (93W) at East Crest interlocking.  Multiple mainline engine wheel burns were addressed and multiple insulated joints were profiled.  Station parking lot curb “lines” in areas affected by winter snow removal activities were repaired.  Storm drain culverts at Woodcrest Station were rebuilt.  ROW inspections were performed.  Security fencing was repaired as needed.  Relay testing was performed and repairs made at interlockings and substations.  Stations, subway tunnels, and parking lots were relamped as necessary.  Support services were provided as required for the following projects: o Testing of refurbished transit cars o Maintenance of fire-alarm systems o Maintenance of and enhancements to the 800 MHz radio system o Maintenance and repairs of escalators and elevators o Ben Franklin Bridge track structure inspections and repairs – provided flagging, scheduling and guidance General Manager’s Report – for June 17, 2015 Meeting

o Assisted with 2.4kV (south signal line), 4160V (south lighting & power) and #1 track (BFB) signal cutovers

SAFETY

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

KEY PERFORMANCE INDICATORS (KPI’s)

PATCO is tracking availability of escalators and elevators, as shown below:

Operational Percentage – May, 2015 Favorable / Equipment Target Actual Variance Unfavorable Escalators (14) 90% 96.0% +6.0% F Elevators (11) 97% 98.5% +1.5% F

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 – May 2015

DATE: June 5, 2015

1. Staff was involved in the following activities concerning Contractor Safety:  Conducted Contractor’s Safety Briefings and created the necessary follow-up reports of safety briefings as shown below:

NUMBER PATCO PROJECT/WORK DATE CONTRACTOR IN CONTRACT NO. AREA ATTENDANCE 05/04/15 Perry Resources Temporary Transit Ambassadors 2 05/04/15 Accountants for You Temporary Transit Ambassadors 1 05/04/15 Beach/Vanalt-JV 21-E BFB Track Rehab 1 Agreement No. Inspection over 05/04/15 Buchart-Horn 3 2015B1006B PATCO tracks Repair Pump 05/07/15 Xylem Corp. Site Specific 1 Controller 05/11/15 Perry Resources Temporary Equipment Custodian 1 05/11/15 HNTB 21-E BFB Track Rehab 1 05/11/15 RCC/IBC-JV 21-E BFB Track Rehab 1 05/11/15 PATCO New Hire Transit Services Train Operator 1 05/11/15 Beach/Vanalt-JV 21-E BFB Track Rehab 1 Summer 05/18/15 PATCO New Hires Way & Power 4 Interns Summer 05/18/15 PATCO New Hires Clerical 2 Interns 05/18/15 Perry Resources Temporary Equipment Custodian 1 05/26/15 No Safety Briefing

Drug & Alcohol Tests – for May 2015 Random Drug only 10 Random Alcohol only 2 Reasonable Suspicion Drug only 0 Reasonable Suspicion Alcohol only 0 Post Accident 0 TOTAL TESTS COMPLETED 12

2. Internal PATCO Safety Activities:  Conducted and participated in monthly SACC and Joint Workplace Committee meetings.  Started the process of Way & Power internal audit.  Conducted a Bloodborne Pathogens training session for PATCO Summer Interns

3. Involvement in Authority Activities:  Participated in Central Safety & Health Meeting.  Participated in Incident/Accident Subcommittee meeting.  Participated in the PATCO Safety & Security RFP pre-proposal meeting.

4. Outside Agency Involvement:  Interstate Mobile conducted Respirator Fit physicals for Equipment Department personnel (day and night shift).  Interstate Mobile subcontractor, Apple Occupational Health conducted Asbestos Chest X-Rays for Equipment and Way & Power employees.  First Aid training for PATCO day shift employees conducted by Bob Diaz

1 PORT AUTHORITY TRANSIT CORPORATION

3 BOARD MEETING

5 Arch Street Friends Meeting House 6 320 Arch Street Philadelphia, PA 7 Wednesday, May 20, 2015 8

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

1 PRESENT

2 Pennsylvania Commissioners

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

9 New Jersey Commissioners

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

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

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

1 DRPA/PATCO Staff (continued)

2 Jack Stief, Police Chief, Public Safety David Aubrey, Acting Inspector General 3 Kevin LaMarca, Director, Information Services Mark Lopez, Manager, Government Relations 4 Susan Squillace, Manager, Procurement & Stores, DRPA/PATCO 5 Howard Korsen, Manager, Contract Administration Mike Williams, Acting Manager, Corporate 6 Communications & Community Relations Fran O'Brien, Manager, Corporate Communications & 7 Community Relations Elizabeth McGee, Administrative Coordinator 8 Lisa D'Archangelo, Legal Secretary Nancy Farthing, Executive Assistant to the CEO 9 Dawn Whiton, Administrative Coordinator to the CEO & Deputy CEO 10 Christina Maroney, Manager, Special Projects Eric Ford, DRPA Police Officer 11 Others Present 12 Amy Herbold, Esq., New Jersey Governor's Authorities 13 Unit Obra Kernodle, Deputy Chief of Staff, Pennsylvania 14 Governor's Office David Dix, Assistant to Chairman Boyer 15 Victoria Madden, Chief Counsel for Auditor General Eugene DePasquale (via telephone) 16 David Rapauno, Esq., Duane Morris LLP (Pennsylvania Counsel) 17 Stephanie Kosta, Esq., Duane Morris LLP (Pennsylvania Counsel) 18 Steve Benigno, Citizens Advisory Committee Jeff Kessler, Citizens Advisory Committee 19 Jonathan Latko, Citizens Advisory Committee Omar Sabir 20 John Dougherty, Business Manager, IBEW Local 98 Brian Stevenson, Business Agent, IBEW Local 98 21 Frank Keel, Spokesperson, IBEW Local 98 Weni Ford 22 Malik Benin

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

1 INDEX

2 Page

3 Roll Call 5

4 Report of the General Manager 6

5 Approval of April 15, 2015 PATCO Board Meeting 7 Minutes 6 Monthly List of Payments - Covering Month of 7 7 April 2015; Monthly List of Purchase Orders and Contracts of April 2015 8 Balance Sheet and Equity Statement dated 8 9 March 31, 2015

10 Unfinished Business 8

11 New Business 8

12 Adjournment 8

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

1 PROCEEDINGS

2 (7:05 p.m.)

3 CHAIRMAN BOYER: I would like to call to order

4 the monthly meeting of PATCO and ask the Corporate

5 Secretary to call roll.

6 MS. MAYOCK: Chairman Boyer?

7 CHAIRMAN BOYER: Present.

8 MS. MAYOCK: Vice Chairman Nash?

9 VICE CHAIRMAN NASH: Here.

10 MS. MAYOCK: General DePasquale?

11 COMMISSIONER DePASQUALE: Here.

12 MS. MAYOCK: Commissioner Fiol-Silva?

13 COMMISSIONER FIOL-SILVA: Present.

14 MS. MAYOCK: Commissioner Haider?

15 COMMISSIONER HAIDER: Here.

16 MS. MAYOCK: Commissioner Hepkins?

17 COMMISSIONER HEPKINS: Present.

18 MS. MAYOCK: Commissioner Lisko? We may have

19 lost Commissioner Lisko.

20 Commissioner Moskowitz?

21 COMMISSIONER MOSKOWITZ: Here.

22 MS. MAYOCK: Commissioner White?

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

1 COMMISSIONER WHITE: Here.

2 MS. MAYOCK: Commissioner Dougherty?

3 COMMISSIONER DOUGHERTY: Present.

4 MS. MAYOCK: Commissioner DiAntonio?

5 COMMISSIONER DiANTONIO: Here.

6 MS. MAYOCK: Commissioner Frattali?

7 COMMISSIONER FRATTALI: Here.

8 MS. MAYOCK: Commissioner Fentress?

9 COMMISSIONER FENTRESS: Here.

10 MS. MAYOCK: Commissioner Jones? I believe

11 she had to drop off.

12 Commissioner Sweeney?

13 COMMISSIONER SWEENEY: Here. Here.

14 MS. MAYOCK: Thank you. That's a quorum, sir.

15 CHAIRMAN BOYER: Thank you. We had a report

16 of the General Manager?

17 MR. RINK: Thank you, Mr. Chairman. No

18 changes to the report as submitted. The only

19 highlight is I look forward to seeing you all next

20 Thursday, at 10 a.m., at Woodcrest Station, as we put

21 our new cars into revenue service. So, I look forward

22 to seeing you all there and then. That's all,

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

1 Mr. Chairman.

2 CHAIRMAN BOYER: Thank you.

3 Anyone have any questions on the General

4 Manager's report?

5 Can I have a motion to accept it?

6 COMMISSIONER FENTRESS: Move the motion.

7 CHAIRMAN BOYER: Second?

8 COMMISSIONER DiANTONIO: Second.

9 CHAIRMAN BOYER: All those in favor?

10 ALL: Aye.

11 CHAIRMAN BOYER: All opposed?

12 Ayes have it.

13 Approval of the April 15, 2015 PATCO Board

14 meeting minutes. Can I have a motion to accept?

15 COMMISSIONER HAIDER: So moved.

16 CHAIRMAN BOYER: Second?

17 COMMISSIONER FIOL-SILVA: Second.

18 CHAIRMAN BOYER: All those in favor?

19 ALL: Aye.

20 CHAIRMAN BOYER: All opposed?

21 Ayes have it.

22 Monthly list of payments and monthly list of

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

1 purchase orders and contracts covering the month of

2 April 2015. Motion to accept?

3 COMMISSIONER FENTRESS: Move the motion.

4 COMMISSIONER FIOL-SILVA: Second.

5 CHAIRMAN BOYER: All in favor?

6 ALL: Aye.

7 CHAIRMAN BOYER: All opposed?

8 Ayes have it.

9 Balance sheet and equity statement dated

10 March 31, 2015. I'll take a motion to accept the

11 balance sheet.

12 COMMISSIONER FENTRESS: So moved.

13 COMMISSIONER DiANTONIO: Second.

14 CHAIRMAN BOYER: All in favor?

15 ALL: Aye.

16 CHAIRMAN BOYER: All opposed?

17 Ayes have it.

18 Unfinished business. There are no items for

19 unfinished business, no items for new business.

20 If there is no further business for the PATCO

21 Board, I will accept a motion to adjourn the PATCO

22 Board meeting.

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

1 COMMISSIONER FENTRESS: So moved.

2 CHAIRMAN BOYER: Second?

3 COMMISSIONER FRATTALI: Second.

4 CHAIRMAN BOYER: All in favor?

5 ALL: Aye.

6 CHAIRMAN BOYER: All opposed?

7 Meeting adjourned.

8 (Whereupon, at 7:10 p.m., on Wednesday, May

9 20, 2015, the meeting adjourned.)

10 There being no further business, on motion duly

11 made and seconded, the meeting was adjourned.

12 Respectfully submitted, 13

15 Kristen K. Mayock 16 Acting Corporate Secretary

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

1 CERTIFICATE

2 This is to certify that the attached

3 proceedings before the Port Authority Transit

4 Corporation on May 20, 2015, were held as herein

5 appears, and that this is the original transcript

6 thereof for the file of the Corporation.

7 FREE STATE REPORTING, INC.

9 ______Timothy J. Atkinson 10 (Official Reporter)

FREE STATE REPORTING, INC. Court Reporting Transcription D.C. Area 301-261-1902 Balt. & Annap. 410-974-0947 MONTHLY LIST OF PAYMENTS Port Authority Transit Corporation Monthly List Of Payments 05/01/15 through 05/31/15 Meeting Date 06/17/15

Vendor Name Item Description Resolution # / Authorization Amount Cubic Transportation Systems AFC Customer Service Center PATCO-13-032 $21,950.17 AFC Customer Service Center Total $21,950.17 Cubic Transportation Systems AFC IS System Administration Support PATCO-12-001 $23,251.42 AFC IS System Administration Support Total $23,251.42 Acadaca AFC System Website Host PATCO-13-018 $9,154.00 AFC System Website Host Total $9,154.00 Dunbar Armored Inc. Armored Car Services-Revenue Transport DRPA-14-093 $433.32 Dunbar Armored Inc. Armored Car Services-Revenue Transport PATCO-12-024 $12,458.80 Armored Car Services-Revenue Transport Total $12,892.12 City of Philadelphia Canine Costs 25K Threshold $350.00 PetSmart Store# 1225 Canine Costs 25K Threshold $140.93 Canine Costs Total $490.93 Global Equipment Co. Car Overhaul, Preparation costs for car shipment 25K Threshold $1,279.81 Car Overhaul, Preparation costs for car shipment $1,279.81 City Of Philadelphia City Wage Tax $4,749.15 City Wage Tax Total $4,749.15 Tele-Source Ind. Inc. Communications 25K Threshold $471.70 Communications Total $471.70 Benefit Harbor, LP Consulting Services DRPA-14-104 $1,404.00 Consulting Services Total $1,404.00 Atlantic City Electric Electric Power Utility $30.98 PECO Energy Electric Power Utility $52,622.49 PSE&G Co. Electric Power Utility $13,971.25 SEPTA Electric Power Utility $92.87 Electric Power Total $66,717.59 AmeriHealth insurance Company of New Jersey Employee Benefits DRPA-14-115 $197,014.11 Delta Dental Plan of NJ, Inc. Employee Benefits DRPA-13-103 $7,309.92 Standard Insurance Company Employee Benefits PATCO-13-104 $55,873.43 Teamsters Health & Welfare Funds Employee Benefits DRPA-15-033 $290,342.48 Teamsters Pension Fund Employee Benefits DRPA-14-047 $94,686.84 Vision Benefits of America Employee Benefits DRPA-13-105 $802.15 Employee Benefits Total $646,028.93 Treasury Direct Employee Deduction U.S. Savings Bonds $125.00 Employee Deduction U.S. Savings Bonds Total $125.00 Commonwealth Of Pennsylvania Employee Payroll Deductions $42,461.32 ING Employee Payroll Deductions $41,875.80 National Drive Employee Payroll Deductions $18.00 PATCO - Flexible Spending Account Employee Payroll Deductions $2,679.52 South Jersey Federal Credit Union Employee Payroll Deductions $118,947.05 State Of New Jersey GITAX Employee Payroll Deductions $52,859.84 Teamsters Local Union 676 Employee Payroll Deductions $11,500.00 United Way Of Camden County Employee Payroll Deductions $105.84 Employee Payroll Deductions Total $270,447.37 Internal Revenue Service Employee Withholding Tax Deposits $559,159.71 Pa Dept Of Revenue Employee Withholding Tax Deposits $9,114.40 Employee Withholding Tax Deposits Total $568,274.11 DIRECTV Business Service Center Equipment Rental 25K Threshold $101.98 Equipment Rental Total $101.98 Control Papers Company Fare Collection Material 25K Threshold $1,391.02 Fare Collection Material Total $1,391.02 Federal Express Corp. Freight Charges 25K Threshold $286.96 New Penn Motor Express Freight Charges 25K Threshold $133.45 Freight Charges Total $420.41 South Jersey Gas Company Fuel Expenses Utility $30,163.64 South Jersey Welding Supply Company Fuel Expenses 25K Threshold $286.57 Fuel Expenses Total $30,450.21 Qual Lynx (Wire Transfers Only) Insurance and Claims DRPA-12-098 $136,449.08 Insurance and Claims Total $136,449.08 BioChem Systems Inc. Inventory 25K Threshold $686.80 M S C Industrial Supply Co. INC. Inventory 25K Threshold $452.66 SABIC Polymershapes Inventory 25K Threshold $241.04 South Jersey Welding Supply Company Inventory 25K Threshold $72.04 Inventory Total $1,452.54 Colonial Electric Supply Co.,Inc. Inventory - Buildings and Grounds 25K Threshold $4,030.22 ERICO, Inc Inventory - Buildings and Grounds 25K Threshold $1,162.12 General Chemical & Supply Inventory - Buildings and Grounds 25K Threshold $1,133.90 Homeland Industrial Supply Inventory - Buildings and Grounds 25K Threshold $1,368.67 Kaeser Compressors Inventory - Buildings and Grounds 25K Threshold $909.66 Nelco Product Inc. Inventory - Buildings and Grounds 25K Threshold $1,092.39 Nexgen Inventory - Buildings and Grounds 25K Threshold $413.09 Tactical Public Safety, LLC Inventory - Buildings and Grounds 25K Threshold $900.00 W E Timmerman Co Inc Inventory - Buildings and Grounds 25K Threshold $83.30 Inventory - Buildings and Grounds Total $11,093.35 Alstom Signaling, Inc. Inventory - Tools 25K Threshold $308.77 Camden Tool Company Inventory - Tools 25K Threshold $703.99 Contemporary Machinery & Engineering Inventory - Tools 25K Threshold $2,819.45 Hilti Inc Inventory - Tools 25K Threshold $1,892.96 Republic Drill Corporation Inventory - Tools 25K Threshold $790.31 Snap-On Industrial Inventory - Tools 25K Threshold $2,701.56 Tri-State Industrial Distributors of NJ, Inc. Inventory - Tools 25K Threshold $3,118.78 Uline Inventory - Tools 25K Threshold $79.89 Inventory - Tools Total $12,415.71 American Microsemiconductor Inventory-Electrical/Electronic Supplies 25K Threshold $185.00 Cooper Electric Supply Co. Inventory-Electrical/Electronic Supplies 25K Threshold $228.47 Electronics Connections, Inc. Inventory-Electrical/Electronic Supplies 25K Threshold $1,308.00 Electronics Exchange Inventory-Electrical/Electronic Supplies 25K Threshold $267.18

Page 1 of 5 Port Authority Transit Corporation Monthly List Of Payments 05/01/15 through 05/31/15 Meeting Date 06/17/15

Vendor Name Item Description Resolution # / Authorization Amount Franklin Electric Co. Inventory-Electrical/Electronic Supplies PATCO-15-007 $17,715.45 Grainger Inventory-Electrical/Electronic Supplies 25K Threshold $4,092.41 Graybar Electric Co. Inc. Inventory-Electrical/Electronic Supplies 25K Threshold $6,742.00 Home Depot Inventory-Electrical/Electronic Supplies 25K Threshold $154.15 J. Mikulsky Railway Supply Co., Inc. Inventory-Electrical/Electronic Supplies 25K Threshold $146.00 KC Electrical Distributors, Inc. Inventory-Electrical/Electronic Supplies 25K Threshold $300.00 Lighting Solutions Inventory-Electrical/Electronic Supplies 25K Threshold $662.50 MAC Products Inc Inventory-Electrical/Electronic Supplies 25K Threshold $4,153.23 Marlac Electronics, a Div.of Syscom Tech, LLC Inventory-Electrical/Electronic Supplies 25K Threshold $641.03 Newark Element 14 Inventory-Electrical/Electronic Supplies 25K Threshold $290.06 Pemberton Electrical Supply Company Inventory-Electrical/Electronic Supplies 25K Threshold $2,647.40 Power Modules Incorporated Inventory-Electrical/Electronic Supplies 25K Threshold $543.88 Redy Battery Inventory-Electrical/Electronic Supplies 25K Threshold $48.00 Rumsey Electric Company Inventory-Electrical/Electronic Supplies 25K Threshold $895.16 Inventory-Electrical/Electronic Supplies Total $41,019.92 Cubic Transportation Systems Inventory-Fare Collection Material PATCO-14-045 $30,041.03 L.B. Foster Co. Inventory-Fare Collection Material 25K Threshold $2,750.40 National Battery Inventory-Fare Collection Material 25K Threshold $250.00 Team One Repair, Inc. Inventory-Fare Collection Material PATCO-14-048 $38,215.00 Inventory-Fare Collection Material Total $71,256.43 Digi-Key Corp. Inventory-Hardware 25K Threshold $1,331.27 Effective Controls East, Inc. Inventory-Hardware 25K Threshold $276.88 Mc Master-Carr Supply Co Inventory-Hardware 25K Threshold $314.53 Shallcross Bolt and Specialties Co. Inventory-Hardware 25K Threshold $45.94 Inventory-Hardware Total $1,968.62 Ansaldo STS USA, Inc. Inventory-Track and Signal 25K Threshold $875.25 BDF Industrial Fasteners Inventory-Track and Signal 25K Threshold $6,787.85 Graybar Electric Co. Inc. Inventory-Track and Signal 25K Threshold $5,340.00 Siemens Rail Automation Corporation Inventory-Track and Signal 25K Threshold $6,196.86 Twinco Mfg. Co., Inc. Inventory-Track and Signal 25K Threshold $10,500.00 Utility Relay Company Inventory-Track and Signal 25K Threshold $11,085.30 Inventory-Track and Signal Total $40,785.26 Allied Electronics, Inc. Inventory-Transit Vehicle Material 25K Threshold $114.30 Applied Industrial Technologies Inventory-Transit Vehicle Material 25K Threshold $600.18 Atlantic Detroit Diesel-Allison LLC Inventory-Transit Vehicle Material 25K Threshold $807.59 Control Chief Inventory-Transit Vehicle Material 25K Threshold $1,068.28 Gray Manufacturing Industries, LLC Inventory-Transit Vehicle Material PATCO-14-043 $43,403.04 Helwig Carbon Products, Inc. Inventory-Transit Vehicle Material PATCO-14-048 $44,686.92 Hoerbiger Corp. of America, Inc. Inventory-Transit Vehicle Material 25K Threshold $4,647.84 Horne Products Inventory-Transit Vehicle Material PATCO-14-045 $5,857.43 Indusco, Ltd Inventory-Transit Vehicle Material 25K Threshold $2,274.50 Newark Element 14 Inventory-Transit Vehicle Material 25K Threshold $216.78 Penn Machine Company Inventory-Transit Vehicle Material PATCO-14-044 $145,043.20 Precision Flow LLC Inventory-Transit Vehicle Material 25K Threshold $1,652.86 United Refrigeration Inc Inventory-Transit Vehicle Material 25K Threshold $53.14 Wabtec Global Services Inventory-Transit Vehicle Material PATCO-14-045 $46,092.45 WABTEC Passenger Transit Inventory-Transit Vehicle Material PATCO-14-045 $11,302.50 Inventory-Transit Vehicle Material Total $307,821.01 A & B Wiper Supply Inc Janitorial Supplies 25K Threshold $1,023.50 Calico Industries, Inc. Janitorial Supplies 25K Threshold $3,131.60 Del-Vel Chemical Janitorial Supplies 25K Threshold $91.40 Fastenal Company Janitorial Supplies 25K Threshold $545.18 INDCO Inc. Janitorial Supplies 25K Threshold $1,990.83 Tri-State Industrial Distributors of NJ, Inc. Janitorial Supplies 25K Threshold $1,341.60 Y-Pers, Inc. Janitorial Supplies 25K Threshold $3,050.00 Janitorial Supplies Total $11,174.11 Barton Supply Inc. Maintenance Of Buildings and Grounds 25K Threshold $49.30 Billows Electric Supply Co. Inc. Maintenance Of Buildings and Grounds 25K Threshold $3,298.80 Chemsearch Maintenance Of Buildings and Grounds 25K Threshold $1,450.21 Chicks Block Co. Maintenance Of Buildings and Grounds 25K Threshold $437.60 Conroy's Corner Maintenance Of Buildings and Grounds 25K Threshold $129.40 Denny Septic Service & Portable Toilets Maintenance Of Buildings and Grounds 25K Threshold $3,675.00 Home Depot Maintenance Of Buildings and Grounds 25K Threshold $2,388.90 James Doorcheck Inc. Maintenance Of Buildings and Grounds 25K Threshold $914.86 Johnstone Supply Maintenance Of Buildings and Grounds 25K Threshold $213.18 Kenseal Construction Products Corp. Maintenance Of Buildings and Grounds 25K Threshold $463.88 Lowe's Commercial Services Maintenance Of Buildings and Grounds 25K Threshold $154.93 National Paving Co., Inc. Maintenance Of Buildings and Grounds 25K Threshold $232.52 PA Dept Of Labor & Industry - E'. Maintenance Of Buildings and Grounds 25K Threshold $449.00 Railwel Industries Inc. Maintenance Of Buildings and Grounds 25K Threshold $1,235.77 SEPTA Maintenance Of Buildings and Grounds PATCO-14-016 $172,834.50 SimplexGrinnell LP Maintenance Of Buildings and Grounds 25K Threshold $1,471.31 South Jersey Short Load RMC Maintenance Of Buildings and Grounds 25K Threshold $600.00 South Jersey Welding Supply Company Maintenance Of Buildings and Grounds 25K Threshold $34.00 Terminix Commerical Maintenance Of Buildings and Grounds 25K Threshold $350.00 Wharton Hardware & Supply Maintenance Of Buildings and Grounds 25K Threshold $247.55 Maintenance Of Buildings and Grounds Total $190,630.71 Cubic Transportation Systems Maintenance Of Fare Collection Equipment PATCO-14-045 $1,451.40 Team One Repair, Inc. Maintenance Of Fare Collection Equipment 25K Threshold $2,225.22 Maintenance Of Fare Collection Equipment Total $3,676.62 American Auto Glass Maintenance Of Highway Vehicles 25K Threshold $235.00 Echelon Ford Maintenance Of Highway Vehicles 25K Threshold $2,631.93 Goodyear Wholesale Tire Centers Maintenance Of Highway Vehicles 25K Threshold $625.95 Haddon Locksmith Maintenance Of Highway Vehicles 25K Threshold $133.30 Lawson Products Maintenance Of Highway Vehicles 25K Threshold $410.16 Mall Chevrolet Maintenance Of Highway Vehicles 25K Threshold $3,827.04

Page 2 of 5 Port Authority Transit Corporation Monthly List Of Payments 05/01/15 through 05/31/15 Meeting Date 06/17/15

Vendor Name Item Description Resolution # / Authorization Amount NAPA Auto Parts - Berlin Maintenance Of Highway Vehicles 25K Threshold $807.86 Posh Car Wash & Express Lube Maintenance Of Highway Vehicles 25K Threshold $218.95 Stanley's Auto Repair Inc. Maintenance Of Highway Vehicles 25K Threshold $82.40 Tire Corral Maintenance Of Highway Vehicles 25K Threshold $245.60 UniSelect USA, Inc. Maintenance Of Highway Vehicles DRPA-14-037 $1,020.39 Maintenance Of Highway Vehicles Total $10,238.58 All Seasons Rental & Repair Maintenance Of Shop Equipment 25K Threshold $300.35 NAPA Auto Parts - Berlin Maintenance Of Shop Equipment 25K Threshold $38.62 Simco Electronics Maintenance Of Shop Equipment 25K Threshold $337.00 UniSelect USA, Inc. Maintenance Of Shop Equipment DRPA-14-037 $101.46 Maintenance Of Shop Equipment Total $777.43 Cherry Valley Tractor Maintenance Of Track & Signal Equipment 25K Threshold $114.00 Nolan Company Maintenance Of Track & Signal Equipment 25K Threshold $2,124.43 Maintenance Of Track & Signal Equipment Total $2,238.43 Walco Electric Co. Maintenance of Transportation Equipment 25K Threshold $2,300.00 Maintenance of Transportation Equipment Total $2,300.00 WORKNET Occ Med Medical-Drug and Alcohol Testing DRPA-14-103 $1,150.00 Medical-Drug and Alcohol Testing Total $1,150.00 Interstate Mobile Care, Inc. Medical-Physical Exam DRPA-14-103 $15,836.00 WORKNET Occ Med Medical-Physical Exam DRPA-14-103 $563.00 Medical-Physical Exam Total $16,399.00 East Coast Flag & Banner Company Office Expense 25K Threshold $74.20 Nestle Waters North America Inc. Office Expense DRAP-14-058 $987.17 Shawn McGovern Office Expense 25K Threshold $20.00 Office Expense Total $1,081.37 G A Blanco & Sons Inc. Office Supplies And Equipment 25K Threshold $549.00 Liberty Rubber Stamp Co. Office Supplies And Equipment 25K Threshold $19.85 Municipal Record Service Office Supplies And Equipment 25K Threshold $686.00 Paper Mart Inc. Office Supplies And Equipment DRPA-14-144 $124.48 Staples Advantage Office Supplies And Equipment 25K Threshold $142.40 Treco Incorporated Office Supplies And Equipment 25K Threshold $120.00 W.B. Mason Co., Inc. Office Supplies And Equipment DRPA-14-144 $2,452.03 Office Supplies And Equipment Total $4,093.76 Penn Machine Company Overhaul Transit Vehicle Trucks PATCO-14-015 $6,452.20 UTC/Rail & Air Sources, Inc. Overhaul Transit Vehicle Trucks PATCO-14-015 $38,723.48 Overhaul Transit Vehicle Trucks Total $45,175.68 SimplexGrinnell LP Passenger Information & Messaging System PATCO-15-005 $1,566,117.32

Passenger Information & Messaging System Total $1,566,117.32 PATCO - Payroll Account Payroll For Accounting Period $1,240,549.66 Payroll For Accounting Period Total $1,240,549.66 PNC BANK P-Card Purchases DRPA-09-075 $2,036.75 P-Card Purchases Total $2,036.75 Postmaster Postage 25K Threshold $220.00 United States Postal Service Postage 25K Threshold $1,500.00 Postage Total $1,720.00 SunGard Availability Services LP. Professional Ser. Information Systems DRPA-10-135 $1,825.00 Professional Ser. Information Systems Total $1,825.00 Craig Testing Laboratories Professional Services - Engineering 25K Threshold $564.00 Professional Services - Engineering Total $564.00 Archer & Greiner, A Professional Corp. Professional Services - Legal DRPA-13-032 $2,306.25 Professional Services - Legal Total $2,306.25 Brenda De Bojorquez Refunds 25K Threshold $22.00 Brian Ratcliff Refunds 25K Threshold $30.00 Charles Ferreriz Refunds 25K Threshold $20.00 Christie Asquith Refunds 25K Threshold $10.00 Christof Richter Refunds 25K Threshold $10.00 Christopher Sawello Refunds 25K Threshold $9.60 David Davila Sr. Refunds 25K Threshold $17.00 Denise Malinosky Refunds 25K Threshold $20.00 Erica Ostrom Refunds 25K Threshold $20.00 Gregory Wanamaker Refunds 25K Threshold $18.40 Justin Highman Refunds 25K Threshold $11.00 Kathleen M. Healey Refunds 25K Threshold $10.00 Ken Doherty Refunds 25K Threshold $20.00 Khalfi Goodwin Refunds 25K Threshold $20.00 Linda Parker Refunds 25K Threshold $10.40 Mark Heston Refunds 25K Threshold $14.80 Marlene Matarazzo Refunds 25K Threshold $20.00 Matthew Dalessio Refunds 25K Threshold $20.00 Michael Pavlovich Refunds 25K Threshold $10.00 Michelle Patton Refunds 25K Threshold $20.00 Reuel Robinson Refunds 25K Threshold $20.00 Richard C. Harris Refunds 25K Threshold $10.00 Richard H. Rauetz Refunds 25K Threshold $10.00 Roberta Hermann Refunds 25K Threshold $26.00 Ron Gorman JR Refunds 25K Threshold $14.00 Sara Woolf Refunds 25K Threshold $25.00 Sean Jones Refunds 25K Threshold $20.00 Susan Mangiaracina Refunds 25K Threshold $12.00 Tiesaen Marshall Refunds 25K Threshold $20.00 Turquoise Morton Refunds 25K Threshold $20.00 Vanessa Byington Refunds 25K Threshold $20.00 Vincent Busbee Refunds 25K Threshold $10.00 Refunds Total $540.20 A & A Glove & Safety Co. Safety Expenses 25K Threshold $1,207.07

Page 3 of 5 Port Authority Transit Corporation Monthly List Of Payments 05/01/15 through 05/31/15 Meeting Date 06/17/15

Vendor Name Item Description Resolution # / Authorization Amount Airgas Safety, Inc. Safety Expenses 25K Threshold $455.58 Burlington Safety Lab Inc Safety Expenses 25K Threshold $2,057.34 Clean Venture, Inc. Safety Expenses PATCO-13-019 $1,721.05 Gempler's, Inc. Safety Expenses 25K Threshold $373.55 Homeland Industrial Supply Safety Expenses 25K Threshold $115.36 Irvine Fire & Safety Safety Expenses 25K Threshold $578.50 New Pig Corp Safety Expenses 25K Threshold $491.26 Orr Safety Corporation Safety Expenses 25K Threshold $486.20 Pendergast Safety Equipment Co Safety Expenses 25K Threshold $4,868.19 SAF-GARD Safety Shoe Company Safety Expenses 25K Threshold $10,503.39 Security and Data Technologies, Inc. Safety Expenses 25K Threshold $5,646.20 Stauffer Glove & Safety Co. Safety Expenses 25K Threshold $425.89 Treasurer - State Of New Jersey Safety Expenses 25K Threshold $835.00 V.E. Ralph & Sons, Inc. Safety Expenses 25K Threshold $228.00 Western-Cullen-Hayes Inc Safety Expenses 25K Threshold $1,788.72 Safety Expenses Total $31,781.30 Schneider Electric Security/Law Enforcement Costs DRPA-14-102 $20,884.66 Security/Law Enforcement Costs Total $20,884.66 Republic Services Service Contract - Trash Removal PATCO-13-034 $2,146.01 Waste Management of New Jersey, Inc. Service Contract - Trash Removal PATCO-14-001 $3,523.35 Service Contract - Trash Removal Total $5,669.36 Slack Envoronmental Service Inc. Service Contracts DRPA-14-022 $569.12 Tab Inc. Service Contracts 25K Threshold $300.00 Service Contracts Total $869.12 Borough of Haddonfield Sewer Water Charges Utility $101.77 Camden County Municipal Utilities Authority Sewer Water Charges Utility $3,354.00 City of Camden Sewer Water Charges Utility $204.63 NJ-American Water Co. Sewer Water Charges Utility $1,946.88 Township Of Haddon Sewer Water Charges Utility $84.75 Water Revenue Bureau City of Philadelphia Sewer Water Charges Utility $4,897.89 Sewer Water Charges Total $10,589.92 Laurel Lawnmower Service Shop Equipment 25K Threshold $1,404.83 SAR Automotive Shop Equipment 25K Threshold $537.00 UniSelect USA, Inc. Shop Equipment DRPA-14-037 $128.50 Shop Equipment Total $2,070.33 Applied Maintenance Supplies and Solutions Shop Supplies 25K Threshold $164.62 Home Depot Shop Supplies 25K Threshold $78.66 Hough Petroleum Shop Supplies 25K Threshold $415.20 Mc Master-Carr Supply Co Shop Supplies 25K Threshold $497.32 Metro Hydraulic Jack Co. Shop Supplies 25K Threshold $212.92 Newark Element 14 Shop Supplies 25K Threshold $210.69 South Jersey Welding Supply Company Shop Supplies 25K Threshold $351.86 Shop Supplies Total $1,931.27 NJSCPA Subscriptions & Memberships 25K Threshold $320.00 Subscriptions & Memberships Total $320.00 Verizon Telephone Expenses Utility $386.05 Verizon Business Telephone Expenses Utility $1,474.33 Telephone Expenses Total $1,860.38 Accountants for You, Inc. Temporary Services DRPA-14-092 $30,553.07 Perry Resources Temporary Services DRPA-14-092 $28,377.78 Temporary Services Total $58,930.85 Railroad Tools and Solutions(LLC) Track & Signal Equipment 25K Threshold $2,940.00 Track & Signal Equipment Total $2,940.00 Railwel Industries Inc. Track Upgrade 25K Threshold $23,798.94 Track Upgrade Total $23,798.94 City of Philadelphia Training Expenses 25K Threshold $200.00 NJSCPA Education Foundation Training Expenses 25K Threshold $149.00 USDOT / Transporation Safety Institute Training Expenses 25K Threshold $95.00 Training Expenses Total $444.00 SEPTA Transfer Payments PATCO-95-002 $61,160.95 Transfer Payments Total $61,160.95 Thortex America Transit Vehicle Material 25K Threshold $789.91 Transit Vehicle Material Total $789.91 RAM Industrial Services LLC Transit Vehicles Traction Motor Repairs PATCO-14-028 $42,033.00 Sherwood Electromotion Inc. Transit Vehicles Traction Motor Repairs PATCO-14-028 $123,265.00 Swiger Coil Systems A Wabtec Company Transit Vehicles Traction Motor Repairs PATCO-14-028 $18,499.14 Transit Vehicles Traction Motor Repairs Total $183,797.14 SHI International Corporation Trapeze Scheduling Software Enhancements PATCO-13-006 $83,104.31

Trapeze Scheduling Software Enhancements Total $83,104.31 Albert Green Travel Expenses 25K Threshold $51.75 American Airlines Travel Expenses 25K Threshold $412.20 Fred R. Rossi Travel Expenses 25K Threshold $69.00 Joseph Mc Gonigle Travel Expenses 25K Threshold $50.03 Lyle Hutnick Travel Expenses 25K Threshold $665.80 Travel Expenses Total $1,248.78 American Uniforms Sales, Inc. Uniform Purchases 25K Threshold $78.00 Atlantic Tactical Uniform Purchases 25K Threshold $1,203.60 Gen El Safety; Industrial Products Uniform Purchases 25K Threshold $633.75 Lawmen Supply Company Uniform Purchases 25K Threshold $646.00 Quik Stitch Embroidery Uniform Purchases 25K Threshold $6,072.25 Uniform Purchases Total $8,633.60 Chief & Law Enforcement Supply Uniform Rental & Cleaning 25K Threshold $144.49 ITU AbsorbTech, LLC Uniform Rental & Cleaning 25K Threshold $220.44 UniFirst Corporation Uniform Rental & Cleaning PATCO-12-011 $5,598.75 Uniform Rental & Cleaning Total $5,963.68

Page 4 of 5 Port Authority Transit Corporation Monthly List Of Payments 05/01/15 through 05/31/15 Meeting Date 06/17/15

Vendor Name Item Description Resolution # / Authorization Amount Cubic Transportation Systems Upgrade of Single Board Computers in AFC Gates PATCO-13-015 $294,155.00 Upgrade of Single Board Computers in AFC Gates Total $294,155.00 Expertpay Child Support Wage Attachments 25K Threshold $11,745.15 Isabel C. Balboa, Trustee Wage Attachments 25K Threshold $650.00 New Jersey Family Support Payment Center Wage Attachments 25K Threshold $1,500.00 Trust Account of Frank Todoro Wage Attachments 25K Threshold $208.44 US Department of Education Wage Attachments 25K Threshold $789.37 Wage Attachments Total $14,892.96 Qual Lynx (Wire Transfers Only) Workers Compensation Costs DRPA-12-098 $176,221.27 Workers Compensation Costs Total $176,221.27 PATCO - Petty Cash Working Fund Replenishment 25K Threshold $583.21 Working Fund Replenishment Total $583.21 Grand Total $6,381,097.65

Page 5 of 5 PURCHASE ORDERS & CONTRACTS PATCO MONTHLY LIST OF PURCHASE ORDER CONTRACTS - MAY 2015

VENDOR NAME ITEM DESCRIPTION PO NUMBER AMOUNT RESOLUTION A & A GLOVE & SAFETY CO. Stores Inventory - Lindenwold 136095 $480.00 25KTHRES A&A Sales Associates, LLC Purchase Of Uniforms 136018 $6,910.00 25KTHRES A&A Sales Associates, LLC Purchase Of Uniforms 136019 $1,058.75 25KTHRES AAF International Stores Inventory - Lindenwold 136056 $1,617.44 25KTHRES AIM ELECTRONICS Stores Inventory - Lindenwold 136083 $107.70 25KTHRES Airgas Refrigerants Stores Inventory - Lindenwold 301600 $15,660.00 25KTHRES AIRLINE HYDRAULICS CORP. Stores Inventory - Lindenwold 136065 $9,881.54 25KTHRES ALMOND GLASS WORKS INC. Vandalism 136025 $483.00 25KTHRES ALTEC INDUSTRIES, INC. Auto-materials, Oil,& Repairs 136099 $152.18 25KTHRES ALTEC INDUSTRIES, INC. Auto-materials, Oil,& Repairs 136104 $108.56 25KTHRES American Crane & Equipment Co. Bridge Cranes & Hoists 136098 $3,823.66 25KTHRES Ansaldo STS USA, Inc. Stores Inventory - Lindenwold 136066 $14,010.20 25KTHRES Ansaldo STS USA, Inc. Stores Inventory - Lindenwold 136021 $199.80 25KTHRES BDF INDUSTRIAL FASTENERS Stores Inventory - Lindenwold 136006 $3,150.00 25KTHRES BDF INDUSTRIAL FASTENERS Stores Inventory - Lindenwold 136041 $1,088.00 25KTHRES BDF INDUSTRIAL FASTENERS Stores Inventory - Lindenwold 136064 $1,026.55 25KTHRES Billows Electric Supply Co. Inc. Stores Inventory - Lindenwold 136051 $652.58 25KTHRES Bruce's Collision Center Auto-materials, Oil,& Repairs 136068 $3,218.33 25KTHRES Bruce's Collision Center Auto-materials, Oil,& Repairs 136076 $2,188.75 25KTHRES C.L. PRESSER COMPANY Stores Inventory - Lindenwold 136089 $759.85 25KTHRES C.L. PRESSER COMPANY Stores Inventory - Lindenwold 136012 $42.60 25KTHRES CAMDEN TOOL COMPANY Stores Inventory - Lindenwold 136008 $545.55 25KTHRES CONROY'S CORNER Stores Inventory - Lindenwold 136024 $331.92 25KTHRES SER.INC. Stores Inventory - Lindenwold 136031 $3,540.00 25KTHRES Cooper Electric Supply Co. Stores Inventory - Lindenwold 136044 $4,748.00 25KTHRES Cooper Electric Supply Co. Stores Inventory - Lindenwold 136093 $3,897.20 25KTHRES Cubic Transportation Systems Stores Inventory - Lindenwold 136042 $19,522.55 PATCO-14-045 Cubic Transportation Systems Stores Inventory - Lindenwold 84252 $580.70 PATCO-14-045 Cubic Transportation Systems Stores Inventory - Lindenwold 84253 $580.70 PATCO-14-045 Delaware Valley Truck Service, Inc. Auto-materials, Oil,& Repairs 136101 $1,782.96 25KTHRES DELL MARKETING L.P. Purchases 136097 $5,699.85 25KTHRES DELL MARKETING L.P. Purchases 136030 $3,595.89 25KTHRES East Coast Event Rental Public Relations 136054 $170.00 25KTHRES ECHELON FORD Auto-materials, Oil,& Repairs 136034 $779.73 25KTHRES Electrical Test Instruments Supervisory Control 136055 $1,041.00 25KTHRES Electro Wire, Inc. Stores Inventory - Lindenwold 136081 $285.00 25KTHRES Electronics Connections, Inc. Stores Inventory - Lindenwold 136084 $594.80 25KTHRES Encore Commercial Products, Inc. SYSTEM 136078 $4,168.50 25KTHRES ENGINEERED HYDRAULICS INC. Stores Inventory - Lindenwold 136011 $134.96 25KTHRES EQUIPMENT TRADE SERVICE COMPANY INC Steam Cleaner 136016 $803.48 25KTHRES Fast Access Security Corporation Stores Inventory - Lindenwold 136023 $2,252.00 25KTHRES Franklin Electric Co. Stores Inventory - Lindenwold 136045 $1,757.00 25KTHRES FRANKLIN FIBRE-LAMITEX CORP. Stores Inventory - Lindenwold 136063 $3,444.00 25KTHRES FRANKLIN FIBRE-LAMITEX CORP. Stores Inventory - Lindenwold 136007 $355.00 25KTHRES Fuchs Lubricants, Co. Stores Inventory - Lindenwold 136087 $928.56 25KTHRES G A Blanco & Sons Inc. Stationary Forms, Print 136071 $3,165.00 25KTHRES GKY Industries Stores Inventory - Lindenwold 136059 $142.50 25KTHRES Global Equipment Co. Ladders & Work Benches 136107 $750.30 25KTHRES Harsco Rail Inspection Right-of-way Machinery 136020 $7,325.49 25KTHRES Hunter Truck Sales & Service Auto-materials, Oil,& Repairs 136052 $1,135.86 25KTHRES INDCO INC. Stores Inventory - Lindenwold 136032 $2,506.90 25KTHRES JESCO Auto-materials, Oil,& Repairs 136103 $1,267.57 25KTHRES Johnson & Towers Inc Auto-materials, Oil,& Repairs 136100 $893.12 25KTHRES Kaman Industrial Technologies Corp. Stores Inventory - Lindenwold 136077 $1,519.80 25KTHRES KC Electrical Distributors, Inc. Stores Inventory - Lindenwold 136085 $488.90 25KTHRES KSL SUPPLIES INC. Stores Inventory - Lindenwold 136088 $540.00 25KTHRES L.B. Foster Co. Tie Plates 136040 $3,024.00 25KTHRES Laurel Lawnmower Service Shop Equip-grounds/gen Maint 136029 $583.98 25KTHRES Lawson Products Auto-materials, Oil,& Repairs 136072 $793.88 25KTHRES Lighting Solutions Stores Inventory - Lindenwold 136079 $662.50 25KTHRES Lubrication Engineers, Inc. Gear Unit Ge 7ga56b1 136106 $325.00 25KTHRES Lubrication Engineers, Inc. Gear Unit Ge 7ga56b1 136105 $196.35 25KTHRES M S C INDUSTRIAL SUPPLY CO. INC. Stores Inventory - Lindenwold 136009 $383.56 25KTHRES Magnus Computers Maintenance-radio 301598 $2,500.00 25KTHRES Marlac Electronics, a Div.of Syscom Tech, LLC Stores Inventory - Lindenwold 136094 $682.08 25KTHRES Marlac Electronics, a Div.of Syscom Tech, LLC Stores Inventory - Lindenwold 136010 $619.12 25KTHRES MC MASTER-CARR SUPPLY CO Stores Inventory - Lindenwold 136086 $441.37 25KTHRES Modern Group Power System Shop Equipment 136049 $249.00 25KTHRES Modern Track Machinery, Inc. Joint Bars And Compromises 136033 $2,200.00 25KTHRES PATCO MONTHLY LIST OF PURCHASE ORDER CONTRACTS - MAY 2015

VENDOR NAME ITEM DESCRIPTION PO NUMBER AMOUNT RESOLUTION NATIONAL BATTERY Stores Inventory - Lindenwold 136061 $412.50 25KTHRES National Safety Council TRAINING 136070 $747.00 25KTHRES Nestle Waters North America Inc. Stores Inventory - Lindenwold 301597 $10,771.90 DRPA-15-026 Nestle Waters North America Inc. Miscellaneous Office Exp. 301596 $2,329.44 DRPA-15-026 NEW PIG CORP Stores Inventory - Lindenwold 136082 $475.20 25KTHRES Newark Element 14 Stores Inventory - Lindenwold 136022 $61.26 25KTHRES North American Equipment Sales Co., Inc. Stores Inventory - Lindenwold 136060 $406.04 25KTHRES NS Wash Systems CAR WASH BRUSH ASSEMBLY OVERHAUL 136015 $9,500.00 25KTHRES Orr Safety Corporation Stores Inventory - Lindenwold 136074 $348.00 25KTHRES PEIRCE-PHELPS, INC. Building H.a.v.c. 136027 $1,213.79 25KTHRES Pemberton Electrical Supply Company Stores Inventory - Lindenwold 136092 $1,851.32 25KTHRES Pemberton Electrical Supply Company Stores Inventory - Lindenwold 136043 $611.08 25KTHRES PENDERGAST SAFETY EQUIPMENT CO Stores Inventory - Lindenwold 136096 $1,422.09 25KTHRES PENDERGAST SAFETY EQUIPMENT CO Stores Inventory - Lindenwold 136090 $894.98 25KTHRES PENDERGAST SAFETY EQUIPMENT CO Stores Inventory - Lindenwold 136073 $605.80 25KTHRES PENDERGAST SAFETY EQUIPMENT CO Stores Inventory - Lindenwold 136005 $284.88 25KTHRES PRIME GROUP ASSOCIATES INC. Battery Maintenance 136038 $11,000.00 25KTHRES Pulse Supply Radio Communications 301599 $15,344.00 25KTHRES Quik Stitch Embroidery Purchase Of Uniforms 136058 $261.00 25KTHRES Quik Stitch Embroidery Purchase Of Uniforms 136039 $43.50 25KTHRES RAM Industrial Services LLC TRACTION MOTOR REBUILD 84264 $21,733.00 PATCO-14-028 RAM Industrial Services LLC TRACTION MOTOR REBUILD 84261 $20,916.00 PATCO-14-028 RAM Industrial Services LLC TRACTION MOTOR REBUILD 84257 $5,930.00 PATCO-14-028 RAM Industrial Services LLC TRACTION MOTOR REBUILD 84260 $5,909.00 PATCO-14-028 RAM Industrial Services LLC TRACTION MOTOR REBUILD 84259 $5,730.00 PATCO-14-028 RAM Industrial Services LLC TRACTION MOTOR REBUILD 84258 $5,407.00 PATCO-14-028 Reflective Apparel Factory, Inc. Purchase Of Uniforms 136053 $87.25 25KTHRES Rumsey Electric Company Sump 135784 $16.78 25KTHRES Shallcross Bolt and Specialties Co. Stores Inventory - Lindenwold 136062 $75.30 25KTHRES Shamong Mfg. Co. Stores Inventory - Lindenwold 136035 $1,031.64 25KTHRES Shamong Mfg. Co. Contactors 136017 $633.10 25KTHRES Sherwin-Williams Co., Woodbury, NJ Shop Equip-grounds/gen Maint 136050 $831.30 25KTHRES Sherwood Electromotion Inc. TRACTION MOTOR REBUILD 84272 $14,522.00 PATCO-14-028 Sherwood Electromotion Inc. TRACTION MOTOR REBUILD 84277 $6,267.00 PATCO-14-028 Sherwood Electromotion Inc. TRACTION MOTOR REBUILD 84268 $6,155.00 PATCO-14-028 Sherwood Electromotion Inc. TRACTION MOTOR REBUILD 84269 $6,155.00 PATCO-14-028 Sherwood Electromotion Inc. TRACTION MOTOR REBUILD 84270 $6,155.00 PATCO-14-028 Sherwood Electromotion Inc. TRACTION MOTOR REBUILD 84271 $6,155.00 PATCO-14-028 Sherwood Electromotion Inc. TRACTION MOTOR REBUILD 84275 $6,155.00 PATCO-14-028 Sherwood Electromotion Inc. TRACTION MOTOR REBUILD 84276 $6,155.00 PATCO-14-028 Siemens Industry Inc. Stores Inventory - Lindenwold 84251 $1,400.00 25KTHRES SIMCO ELECTRONICS Relays Repair Or Adjust 84255 $64.00 25KTHRES SNAP-ON INDUSTRIAL Stores Inventory - Lindenwold 136047 $49.18 25KTHRES SOUTH JERSEY WELDING SUPPLY COMPANY Stores Inventory - Lindenwold 136048 $469.17 25KTHRES Specialty Pipe & Tubing Inc. Wheel Axle Assy Spare 136075 $13,600.00 25KTHRES Swiger Coil Systems A Wabtec Company TRACTION MOTOR REBUILD 84263 $17,158.00 PATCO-14-028 Swiger Coil Systems A Wabtec Company TRACTION MOTOR REBUILD 84250 $17,008.00 PATCO-14-028 Swiger Coil Systems A Wabtec Company TRACTION MOTOR REBUILD 84256 $17,008.00 PATCO-14-028 Swiger Coil Systems A Wabtec Company TRACTION MOTOR REBUILD 84249 $16,748.00 PATCO-14-028 Swiger Coil Systems A Wabtec Company TRACTION MOTOR REBUILD 84262 $15,968.00 PATCO-14-028 Swiger Coil Systems A Wabtec Company Stores Inventory - Lindenwold 84267 $8,970.00 25KTHRES Swiger Coil Systems A Wabtec Company TRACTION MOTOR REBUILD 84274 $8,338.00 PATCO-14-028 Swiger Coil Systems A Wabtec Company TRACTION MOTOR REBUILD 84273 $4,068.00 PATCO-14-028 Team One Repair, Inc. Stores Inventory - Lindenwold 84265 $706.22 25KTHRES Team One Repair, Inc. Stores Inventory - Lindenwold 84266 $676.66 25KTHRES Tire Corral Auto - TIRES 136069 $782.96 25KTHRES Tire Corral Auto - TIRES 136102 $458.03 25KTHRES TRI - DIM FILTER CORP Stores Inventory - Lindenwold 136057 $2,902.32 25KTHRES TRI - DIM FILTER CORP Stores Inventory - Lindenwold 136080 $429.00 25KTHRES TRI-STATE INDUSTRIAL DISTRIBUTORS OF NJ, INC. Stores Inventory - Lindenwold 136013 $105.79 25KTHRES TRU-FIT FRAME & DOOR CORP Station Doors 136028 $707.66 25KTHRES Wabtec Global Services Stores Inventory - Lindenwold 136014 $2,594.20 PATCO-14-045 WABTEC Passenger Transit Stores Inventory - Lindenwold 136067 $4,555.00 PATCO-14-045 WALCO Electric Co. Stores Inventory - Lindenwold 84254 $11,000.00 25KTHRES WHARTON HARDWARE & SUPPLY Stores Inventory - Lindenwold 136091 $358.54 25KTHRES BALANCE SHEET PORT AUTHORITY TRANSIT CORPORATION

BALANCE SHEET April 30, 2015

ASSETS December 31,2014 April 30, 2015

Cash (Includes $107,460 in Station Escrow Funds) $1,061,666 $1,815,627 Investments (Note 1) 2,655,000 2,655,000 Accounts Receivable 1,208,970 1,460,050 Inventory at lower of cost (first-in, first-out) or market 5,584,046 5,192,704 Prepaid Expenses 1,430,192 1,121,938 Work Orders in Progress 1,885,433 1,173,601 $13,825,307 $13,418,920

LIABILITIES AND EQUITY Liabilities: Accounts Payable: Trade $ 2,368,155 $1,817,809 Delaware River Port Authority (Note 2) 250,852,000 252,892,664 Accrued Liabilities: Reserve for Other Post Employment Benefits (Note 4) 10,269,503 10,269,503 Deferred Revenue (Note 5) 3,706,376 3,821,307 Wages 756,490 596,911 Payroll taxes 51,842 72,201 Pension and Other 663,315 499,002 Sick Leave Benefits 417,209 394,636 Reserve for Unused Vacation 357,291 328,582 Reserve for contingent liabilities (Note 3) 3,468,561 3,170,628 $ 272,910,742 $ 273,863,243

Equity: Advances from Delaware River Port Authority 385,338,619 393,216,106 Deficit ($ 644,424,054) ($ 653,660,429)

$ 13,825,307 $ 13,418,920 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

April 30, 2015 April 30, 2015 Operating Revenues: Passenger fares $8,049,633 $2,110,428 Passenger parking 263,561 70,882 Passenger - other 40,976 9,816 Advertising 141,791 37,137 Miscellaneous 2,290 1,681 Interest Income From Investments 0 0 $8,498,251 $2,229,944

Operating Expenses: Maintenance of Way and Power 4,258,557 952,701 Maintenance of Equipment 2,734,643 908,347 Purchased Power 1,828,622 409,131 Transportation 5,154,292 1,351,129 General Insurance 237,003 164,472 Superintendence and General Office 1,480,843 371,846 15,693,960 4,157,626 Rent of Rapid Transit System Facilities (Note 2) 2,040,664 510,167 Other Post Employment Benefits Accrual (Note 4) 0 0 $17,734,624 $4,667,793

Net Income (loss) ( $ 9,236,373) ( $ 2,437,849)

Deficit, December 31, 2014 ($ 644,424,054)

Deficit, April 30, 2015 ($ 653,660,429)

See Notes To Financial Statements PORT AUTHORITY TRANSIT CORPORATION (A Wholly Owned Subsidiary of the Delaware River Port Authority) April 30, 2015

NOTES TO FINANCIAL STATEMENTS

1. Investments:

The Corporation has set aside $2,655,000. to partially fund its liability for self-insurance with the following limits: (a) Totally self-insured for Voluntary Workers Compensation.

(b) Comprehensive General Liability from the first dollar to $5,000,000 per occurrence.

2. Rent of transit system facilities:

All rapid transit system facilities used by the Corporation are leased from the Delaware River Port Authority, under terms of an agreement dated April 18, 1969 and amended June 3, 1974. The lease requires the Corporation to operate and maintain the Locust-Lindenwold line.

The terms of the amended agreement, which was made retroactive to January 1, 1974, and which is to continue from year to year, provide that the Corporation pay a minimum annual rental of $6,122,000, which approximates the sum of the annual interest expense to the Delaware River Port Authority for that portion of its indebtedness attributable to the construction and equipping of the leased facilities plus the provision for depreciation of the rapid transit facilities as recorded by the Authority. In addition, the lease requires the Corporation to pay to the Authority any net earnings from operations for the Locust-Lindenwold line less a reasonable amount to be retained for working capital and operating reserves.

The rent is payable semi-annually on June 30 and December 31. The Corporation is in default of this agreement as payments totaling $252,892,664 from January 1, 1974 through April 30, 2015 have not been made to the Authority.

3. Reserves for Contingent Liabilities:

Pursuant to a policy of self-insurance, the Corporation has reserved $ 999,479 for Comprehensive General Liability and $ 2,171,149 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 postemployment 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 postemployment health care, represents an actuarial determined amount upon an unfunded assumption under a 30-year amortization period at a discount rate of 5%.

5. Deferred Revenue:

Deferred revenue consists of the prepayment of fares related to the unearned values on passengers’ smart cards for unused trips. OPERATIONS & MAINTENANCE 1 DELAWARE RIVER PORT AUTHORITY

2 Operations & Maintenance Committee Meeting

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

5 Wednesday, June 3, 2015

6 Committee Members:

13 Others Present:

14 Ryan Boyer, Chairman to DRPA/PATCO Board (via telephone) 15 Amy Herbold, Senior Counsel New Jersey Governor's Authorities Unit 16

17 DRPA/PATCO Staff:

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

1 DRPA/PATCO Staff: (continued)

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

9 2015 Dump Trucks Seven (7) and Hydraulic 11 Systems Seven (7) 10 Installation of Cameras for PATCO Station 15 11 Bike Racks

12 Rental Uniforms and Laundry Services for PATCO 16

19 Spending Tracking 25

20 Executive Session 26

21 Adjourn 27

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

1 PROCEEDINGS

2 (8:07 a.m.)

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

4 the meeting of the Operations & Maintenance Committee,

5 Delaware River Port Authority, and ask the Corporate

6 Secretary to call the roll.

7 MS. MAYOCK: On the telephone, we have Board

8 Chairman Boyer?

9 BOARD CHAIRMAN BOYER: Here.

10 MS. MAYOCK: O&M Chairman Frattali?

11 CHAIRMAN FRATTALI: Here.

12 MS. MAYOCK: Vice Chairman Hepkins?

13 VICE CHAIRMAN HEPKINS: Here.

14 MS. MAYOCK: Commissioner Fiol-Silva?

15 COMMISSIONER FIOL-SILVA: Here.

16 MS. MAYOCK: Commissioner Sweeney?

17 COMMISSIONER SWEENEY: Here.

18 MS. MAYOCK: Commissioner Fentress?

19 COMMISSIONER FENTRESS: Here.

20 MS. MAYOCK: Do we have Commissioner Lisko on

21 the line? No.

22 Commissioner White? No.

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

1 We still have a quorum. You're good.

2 COMMISSIONER DiANTONIO: I'm here, too.

3 MS. MAYOCK: Oh, sorry. Where did you come

4 from, Commissioner DiAntonio? My apologies.

5 Anybody else I'm not recognizing?

6 We have a quorum.

7 CHAIRMAN FRATTALI: All right. There are

8 eight items on the agenda, today. The first item is

9 construction for One Port Center, sixth floor interior

10 renovations and alterations.

11 Mr. Venuto?

12 MR. VENUTO: Thank you, Mr. Chairman. Good

13 morning, Commissioners. Staff is seeking

14 authorization to negotiate a construction contract

15 with the firm of Murphy Quigley Company to perform

16 interior renovations and alterations of the sixth

17 floor at One Port Center in the amount of $346,000.

18 The sixth floor was designed and configured

19 with the original fit-out of One Port Center in 1995.

20 Since that original configuration of the sixth floor,

21 the IS department has expanded and the space needs to

22 be reconfigured to accommodate their needs.

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

1 The project was publicly advertised. Nine

2 sets of documents were sold and three bids were

3 received. Staff has completed the evaluation of the

4 bids and recommends that a contract be awarded to

5 Murphy Quigley Company in the amount of $346,000 as

6 the lowest responsive and responsible bidder.

7 CHAIRMAN FRATTALI: Are there any questions on

8 this? If not, I need a motion.

9 COMMISSIONER DiANTONIO: So moved.

10 CHAIRMAN FRATTALI: Is there a second?

11 COMMISSIONER SWEENEY: Second.

12 CHAIRMAN FRATTALI: All in favor?

13 ALL: Aye.

14 CHAIRMAN FRATTALI: Any opposed?

15 The ayes have it.

16 The second item is construction monitoring

17 services for Contract Number BF-37-2013, the Ben

18 Franklin Bridge 5th Street Philadelphia Tunnel

19 rehabilitation.

20 Mike?

21 MR. VENUTO: Thank you. This is the project

22 -- this is the construction project we talked about

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

1 last month where the construction was approved for the

2 5th Street tunnel. This is for the CM services.

3 What is being handed out -- attached to the

4 summary statement and resolution in the packet is a

5 memo from me that talks about the selection process,

6 and we had a mistake on there. I just wanted to kind

7 of -- I wanted to replace the attachment to the

8 summary statement and resolution. What was changed is

9 the ranking on the firm we're recommending; it was the

10 highest technically ranked firm and somehow, on the

11 sheet there, we reversed the numbers. So I'm just

12 replacing the attachment. That's the new attachment,

13 yes.

14 So, staff is seeking authorization to

15 negotiate an agreement with Johnson, Mirmiran &

16 Thompson to provide construction monitoring service

17 for Contract BF-37-2013, the 5th Street tunnel

18 rehabilitation project, in an amount of $299,274.16.

19 The agreement will provide full-time, on-site

20 construction inspection and monitoring services for

21 the 5th Street tunnel rehabilitation project.

22 The services include a part-time resident

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

1 engineer and full-time support inspection staff for

2 inspecting all contract field activities and

3 monitoring of the contractor's compliance with the

4 plans and speculations.

5 CHAIRMAN FRATTALI: Any questions?

6 Seeing none, I need a motion.

7 COMMISSIONER DiANTONIO: So moved.

8 CHAIRMAN FRATTALI: Second?

9 COMMISSIONER SWEENEY: Second.

10 CHAIRMAN FRATTALI: I have a motion and

11 second.

12 All in favor?

13 ALL: Aye.

14 CHAIRMAN FRATTALI: Any opposed?

15 The ayes have it.

16 The third item is the right-of-entry permit

17 and related agreements with 4th Coast Productions.

18 Mike?

19 MR. VENUTO: Yes. Commissioners, we are

20 embarking on a challenging painting project of the

21 Commodore Barry Bridge; a de-leading and painting

22 project. We received the request from 4th Coast

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

1 Productions to film a documentary of the painting work

2 to show the importance of rehabbing major structures,

3 specifically for painting and coatings.

4 We have talked to -- following their inquiry

5 and request, we had a discussion with them -- from

6 engineering, from Legal, and Bridge Operations -- to

7 discuss what they want to do and what they are going

8 to use it for. We have satisfied ourselves that it

9 would be beneficial to both them and to the DRPA to

10 show the nature of this type of work.

11 At this point, Staff is seeking authorization

12 to negotiate and enter into an appropriate property

13 access agreement permitting 4th Coast Productions to

14 enter DRPA property on and adjacent to the Commodore

15 Barry Bridge. 4th Coast plans to bring limited

16 personnel and equipment onto the premises for the

17 purpose of filming a documentary motion picture

18 highlighting the bridge painting and rehabilitation

19 work.

20 The insurance and indemnifications provision

21 will be included as part of any agreement. And the

22 agreement will also include reservation of the

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

1 Authority's rights to review and edit any footage for

2 security sensitive information and/or other

3 operational purposes, as well as to limit the use of

4 any footage for commercial purposes for the contractor

5 or Corcon. So, this is intended to be a documentary

6 to document what it takes to paint a bridge like this,

7 not as collecting film for commercial purposes for the

8 contractor.

9 The contractor has agreed with 4th Coast

10 Productions to do this, but it's not going to be for

11 advertising purposes. And we are going to have the

12 rights to review any and all footage.

13 CHAIRMAN FRATTALI: Any questions?

14 BOARD CHAIRMAN BOYER: I have a question.

15 This is Ryan Boyer.

16 CHAIRMAN FRATTALI: Go ahead, Chairman.

17 BOARD CHAIRMAN BOYER: Did we run it by

18 Security and the Police Department, because they're

19 going to be concerned with the safety on the bridge.

20 Did we check their film crew to make sure that they

21 use that TWIC card, or some type of security check or

22 clearance?

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

1 MR. VENUTO: Yes, sir, Mr. Chairman. We also

2 vetted this with our Division of Homeland Security and

3 the Police Department and, yes, anybody on-site will

4 be -- they expect to have two people and maybe for a

5 short time a third person with the filming crew, and

6 they will be required to have the background checks

7 and a TWIC card prior to being on-site.

8 BOARD CHAIRMAN BOYER: Okay.

9 CHAIRMAN FRATTALI: Any other questions?

10 Seeing none, I need a motion.

11 COMMISSIONER FENTRESS: Move the motion.

12 CHAIRMAN FRATTALI: Any second?

13 COMMISSIONER DiANTONIO: Second.

14 CHAIRMAN FRATTALI: I have a motion and

15 second.

16 All in favor?

17 ALL: Aye.

18 CHAIRMAN FRATTALI: Any opposed?

19 Ayes have it.

20 The fourth item is the purchase of seven dump

21 trucks and hydraulic systems in 2015.

22 Mr. Reiners?

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

1 MR. REINERS: Yes. Good morning. We're

2 asking for three items here. The first item would be

3 to do a capital change order from Item WB-13-01 to

4 purchase these dump trucks at a cost of $637,000. The

5 second item is we're asking to purchase seven cab

6 chassis and seven hydraulic systems from two separate

7 contracts. The cab chassis are purchased on a New

8 Jersey State contract and the hydraulic systems are

9 purchased off the Coast Guard's contract with

10 Pennsylvania.

11 What we are finding out right now is that the

12 New Jersey State contract has been in place for four

13 years now and they are looking to increase their

14 pricing for the next year, which it could be a

15 substantial increase, as per the vendor. So what we

16 are asking to do is to purchase them this year. We

17 feel as though by purchasing them this year, we will

18 have a substantial cost savings. We are going to

19 repurpose some of the existing equipment on the dump

20 trucks we already own, so we're not going to need to

21 go out and buy the dump body, itself, because the ones

22 we have right now are stainless steel.

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

1 Our expectation is that we'd probably save

2 around $358,000 by purchasing it this year rather than

3 later.

4 MR. HANSON: And so, Steve, this is also the

5 issue where it's hard to get in on the State contract,

6 right?

7 MR. REINERS: That's a separate --

8 MR. HANSON: That's a separate issue?

9 MR. REINERS: Yeah, that's a separate issue

10 that we're going to address during the capital budget.

11 MR. HANSON: It doesn't affect these trucks?

12 MR. REINERS: No. By coming now -- if we wait

13 another month, we may not be able to get them in this

14 year, so that's why we're coming today. We'd like to

15 try and get them this year, rather than next year,

16 because the contract is only good up until December

17 31st.

18 COMMISSIONER DiANTONIO: So you're buying the

19 cab and chassis, and then using existing bodies?

20 MR. REINERS: Existing bodies off our old

21 trucks onto those.

22 COMMISSIONER DiANTONIO: With the hydraulic

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

1 system or is it going to be a new hydraulic system,

2 also?

3 MR. REINERS: It's going to be a new hydraulic

4 system, also.

5 COMMISSIONER DiANTONIO: Okay.

6 MR. REINERS: So, we're going to buy the cab

7 chassis. We're going to buy a new hydraulic system.

8 We're going to take the old spreaders, the old plows,

9 and the dump body, itself, and marry it to the new

10 truck, because they are stainless steel dump bodies.

11 COMMISSIONER DiANTONIO: So they will be

12 2015’s?

13 MR. REINERS: Yes, they will be 2015s. We

14 would disperse them out over the next two years, so

15 we're not flooding the market with our vehicles all at

16 one time.

17 COMMISSIONER DiANTONIO: Right, exactly.

18 Okay.

19 CHAIRMAN FRATTALI: Any other questions?

20 Seeing none, I need a motion.

21 COMMISSIONER DiANTONIO: So moved.

22 CHAIRMAN FRATTALI: Second?

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

1 COMMISSIONER SWEENEY: Second.

2 CHAIRMAN FRATTALI: All in favor?

3 ALL: Aye.

4 CHAIRMAN FRATTALI: Any opposed?

5 The ayes have it.

6 The fifth item is the installation of cameras

7 for PATCO station bike racks.

8 Mr. Rink?

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

10 Commissioners. We're seeking authorization to

11 negotiate a contract with Schneider Electric Buildings

12 for an amount not to exceed $108,850.40, for the

13 equipment installation of 12 new cameras that view the

14 bicycle racks at Lindenwold, Ashland, Woodcrest,

15 Haddonfield, Westmont, Ferry Avenue, and 8th and

16 Market Street stations. The purchase will have

17 pricing under the GSA contract for the labor and the

18 PA CoStars contract for the materials.

19 The equipment installation and cameras will

20 view the bicycle racks at the seven stations I

21 mentioned and improve security. Currently, we have

22 existing cameras at the concourse bike racks and our

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

1 new racks in our 9th and 10th, 12th and 13th, and 15th

2 and 16th, and Locust stations can be viewed by the

3 existing cameras.

4 We are seeking authorization to negotiate this

5 contract with Schneider Electric.

6 CHAIRMAN FRATTALI: Any questions?

7 Seeing none, I need a motion.

8 COMMISSIONER FENTRESS: Move the motion.

9 CHAIRMAN FRATTALI: Is there a second?

10 VICE CHAIRMAN HEPKINS: Second.

11 CHAIRMAN FRATTALI: All in favor?

12 ALL: Aye.

13 CHAIRMAN FRATTALI: Any opposed?

14 The ayes have it.

15 The sixth item is rental uniforms and laundry

16 services for PATCO.

17 Mr. Rink?

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

19 Commissioners. We're seeking to negotiate a contract

20 with UniFirst Corporation --

21 MS. MAYOCK: Chairman Boyer, do you mind

22 putting your phone on mute, please?

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

1 MR. RINK: We're seeking to negotiate a

2 contract with UniFirst to furnish and install our

3 rental uniforms, supply the uniform storage lockers,

4 and furnish and clean door and floor mats for a period

5 of three years. The amount would be $189,988.32.

6 Our labor agreements with our 240 maintenance

7 and operating employees state that we require them to

8 wear a uniform; PATCO is to provide that and maintain

9 it. This enables us to control the standard of

10 appearance and cleanliness of our uniformed employees.

11 There is no annual clothing allowance paid to the

12 employees.

13 Back on February 24th, we sent invitations to

14 bid to five potential suppliers. We also advertised

15 on our DRPA website. We had four bids received, two

16 which were no bids, and the lowest responsive bid was

17 submitted for an annual cost of $58,329.44 by

18 UniFirst, which is our current vendor.

19 For the three-year term and a one-year option,

20 as listed in the summary statement, they are using the

21 same annual price each year. There is no increase

22 from year to year.

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

1 The $189,988.32 total includes an allowance of

2 $15,000 to cover the cost of uniforms for any new

3 employees. If we have a new employee, we buy the

4 uniforms from the company and provide them to that

5 employee.

6 So we are seeking authorization to enter into

7 a contract with the lowest responsible bidder,

8 UniFirst.

9 CHAIRMAN FRATTALI: Any questions? If not, I

10 need a motion.

11 COMMISSIONER SWEENEY: So moved.

12 CHAIRMAN FRATTALI: Second?

13 VICE CHAIRMAN HEPKINS: Second.

14 CHAIRMAN FRATTALI: I have a motion and

15 second.

16 All in favor?

17 ALL: Aye.

18 CHAIRMAN FRATTALI: Any opposed?

19 Ayes have it.

20 The seventh item is for sole source

21 procurement for integration of toll lane digital

22 message canopy signs for scalable automatic toll

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

1 systems menu.

2 Ms. Bradford?

3 MS. BRADFORD: Good morning, Mr. Chairman,

4 Commissioners. This item is a request to authorize

5 staff to negotiate and enter into a sole source

6 procurement contract with TransCore to provide

7 services for the toll lane automatic system. The

8 service they would provide is a software application

9 that would integrate or tie-in the tolls system to the

10 digital lane message signs that currently or recently

11 were installed over the canopies to the bridges.

12 At this time they are not connected; they act

13 independently. But this enhancement through TransCore

14 we believe will increase safety because it would allow

15 the lanes to change in the closed mode or open mode

16 when the collector enters or exits the toll lane.

17 This gives the motorist immediate feedback as to which

18 lanes are open or closed; currently, they run

19 steadily.

20 TransCore is DRPA's current electronic toll

21 collection software vendor for maintenance; the

22 system is proprietary that they have designed,

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

1 developed, and maintained it. Because of its

2 proprietary nature and the fact there is not licensing

3 for other parties to maintain the system, we have

4 negotiated pricing with TransCore as sole source.

5 We have looked closely at the figures with our

6 IS Department and Bridge Operations, and find them

7 reasonable. They're within what we have budgeted.

8 The total cost is $112,595. We would just request

9 approval to move forward with this.

10 CHAIRMAN FRATTALI: Any questions?

11 Seeing none, I need a motion.

12 VICE CHAIRMAN HEPKINS: So moved.

13 CHAIRMAN FRATTALI: Second?

14 COMMISSIONER DiANTONIO: Second.

15 CHAIRMAN FRATTALI: All in favor?

16 ALL: Aye.

17 CHAIRMAN FRATTALI: Any opposed?

18 Ayes have it.

19 The last item is right-of-entry and perpetual

20 aerial easement for PSE&G aerial power and fiber

21 cables over Route 90 near the Betsy Ross Bridge.

22 Ms. Bradford?

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

1 MS. BRADFORD: Thank you. We are seeking

2 Board authorization to again negotiate and enter into

3 a right-of-entry indemnification and other related

4 agreements for a perpetual aerial easement for PSE&G

5 to install power fiber optic cabling across Route 90.

6 Route 90, in the area of Union Avenue in Pennsauken,

7 is DRPA jurisdiction. And in order for them to

8 install these cables, it would require a perpetual

9 easement.

10 The poles for the cables are just off DRPA's

11 property, so it's not within our -- the foundations

12 are not within our property; however, the cabling

13 would be passing over Route 90, east and westbound.

14 The proposed agreement would have all

15 necessary indemnifications and insurance requirements.

16 I might add that the project -- PSE&G's project -- is

17 called the Riverside Network. Apparently, it's an

18 attempt to fortify or increase their transmission

19 network in the Union Avenue area of Pennsauken, so

20 this is a key element that would link up this

21 particular network. So for that reason, we are

22 requesting this perpetual aerial easement for PSE&G.

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

1 CHAIRMAN FRATTALI: Have any questions?

2 Seeing none, I need a motion.

3 COMMISSIONER SWEENEY: Move the motion.

4 CHAIRMAN FRATTALI: Is there a second?

5 COMMISSIONER DiANTONIO: Second.

6 CHAIRMAN FRATTALI: All in favor?

7 ALL: Aye.

8 CHAIRMAN FRATTALI: Any opposed?

9 The ayes have it.

10 All right. We have two items for general

11 discussion today. The first one is a change order on

12 American Bridge Company for the Betsy Ross Bridge

13 emergency repairs.

14 Mike?

15 MR. VENUTO: Thank you. We recently completed

16 -- we did some lower box-chord repairs under emergency

17 authorization as a result of something we found in the

18 biennial inspection. We are complete with that work.

19 American Bridge Company completed that work.

20 The original contract amount was $734,900, of

21 which $25,000 was for unforeseen site conditions in

22 case we found something when we got out there. We

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

1 didn't find any necessary changes in the work.

2 However, when we initially went out for the emergency

3 procurement, we told the contractors that we didn't

4 need a bond to do the work. But after we received the

5 bids, we felt otherwise; we thought it would be better

6 to have a performance bond before they went out there,

7 so we asked them to procure one.

8 The cost of that was $5,122, so we're going to

9 deduct that from the unforeseen site conditions. This

10 will be the final change order. The job was closed

11 out. The original contract amount was $734,900. This

12 final change order will be a reduction of $19,878, for

13 an adjusted contract value of $715,022.

14 COMMISSIONER DiANTONIO: Mike, just a question

15 or a rule of thumb on change orders. Is there an

16 amount of money that's there, like an earmarked amount

17 of money to request a bond?

18 MR. VENUTO: To request a bond on a change

19 order of a project?

20 COMMISSIONER DiANTONIO: On a change order.

21 Say, if the change order is $100,000, or $50,000, or

22 $700,000, is there a number that you would put on it

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

1 to request a bond?

2 MR. VENUTO: The direct answer is no. We

3 don't have a specific "X" percent in that when we

4 request a bond. But if we do have a significant

5 change order -- we just had one recently on -- we're

6 talking about a change order on one of the projects

7 now where we're saying we do want to -- if it's a

8 significant portion, but we don't really have a

9 specific percentage of it.

10 COMMISSIONER DiANTONIO: Okay. The initial

11 bond that was set, I'm just wondering if that would

12 cover the change order amount of money.

13 MR. VENUTO: Generally, our change orders have

14 been less -- we run less than 3 percent on projects.

15 COMMISSIONER DiANTONIO: Okay.

16 MR. VENUTO: So that tends not to be a big

17 issue for us.

18 COMMISSIONER DiANTONIO: So it wouldn't be an

19 issue, right?

20 MR. VENUTO: In this case -- I'm sorry.

21 MR. HANSON: In this case, the change order is

22 the bond, though, right? We didn't ask for it at

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

1 first and now we're asking. So the change order right

2 now is just that we didn't get a bond at the beginning

3 and later decided that we wanted one.

4 COMMISSIONER DiANTONIO: Oh, okay. All right,

5 that makes sense. Okay.

6 MR. VENUTO: Yeah, so this was a separate

7 contract. Since it was an emergency repair, rather

8 than go with the sole source emergency, we priced it

9 with three contractors who were already on our site so

10 we could get a competitive price. Originally, when we

11 went out to those three, we said it's not a change

12 order to your original contract, it's going to be a

13 new contract and we didn't need a bond. But in

14 afterthought, we decided we did want a performance

15 bond in case something happened. So this $5,000 is to

16 pay for that bond, on that contract.

17 COMMISSIONER DiANTONIO: Okay. Now, it makes

18 sense.

19 CHAIRMAN FRATTALI: Any other questions?

20 The next item is the spending tracking.

21 MR. VENUTO: So 2015, again, the capital

22 budget for engineering projects is around $110

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

1 million, out of the $146 million 2015 overall capital

2 budget. At this point our projections were about $33

3 million to be spent.. We're running at a track of

4 about 50 percent of that; we've spent about $17

5 million. Last month was a particularly lower month,

6 but this month we hit 93 percent of our target; we

7 anticipated spending $10.3 million and we spent $9.6

8 million.

9 Some of the reasons for some of the lower

10 spend months included a couple of projects that got a

11 late start, the Walt Whitman Bridge painting being one

12 of them. Also late was the car overhaul project; we

13 intended to spend some money on it earlier this year

14 but, as we all know, the cars were only accepted and

15 put into revenue service last week. Over the next

16 month we will be making a large payment there, which

17 will affect our spending in the positive direction.

18 CHAIRMAN FRATTALI: Any questions?

19 All right. At this time, I'd like to call for

20 a motion to go into Executive Session. Decisions made

21 in Executive Session will be made public when the

22 issues are resolved.

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

1 COMMISSIONER FENTRESS: Move the motion.

2 CHAIRMAN FRATTALI: Is there a second?

3 COMMISSIONER DiANTONIO: Second.

4 CHAIRMAN FRATTALI: All in favor?

5 ALL: Aye.

6 CHAIRMAN FRATTALI: We are in executive

7 session.

8 (Off the record at 8:29 a.m.)

9 (On the record at 8:42 a.m.)

10 CHAIRMAN FRATTALI: I will now call for a

11 motion to close Executive Session and go back into

12 open session. Do I have a Motion?

13 COMMISSIONER DiANTONIO: So moved.

14 CHAIRMAN FRATTALI: Second?

15 COMMISSIONER HEPKINS: Second.

16 CHAIRMAN FRATTALI: If there is no further

17 business for the Operations & Maintenance Committee, I

18 need a motion for adjournment.

19 COMMISSIONER FENTRESS: Move the motion.

20 CHAIRMAN FRATTALI: Second?

21 COMMISSIONER DiANTONIO: Second.

22 CHAIRMAN FRATTALI: All in favor?

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

1 ALL: Aye.

2 CHAIRMAN FRATTALI: We are adjourned.

3 (Whereupon, at 8:43 a.m., on Wednesday,

4 June 3, 2015 the meeting adjourned.)

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

1 CERTIFICATE

2 This is to certify that the attached

3 proceedings before the Delaware River Port Authority,

4 Operations & Maintenance Committee on June 3, 2015,

5 were held as herein appears, and that this is the

6 original transcript thereof for the file of the

7 Authority.

8 FREE STATE REPORTING, INC. 9

10 ______11 Tom Bowman (Official Reporter) 12

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

ITEM NO.: PATCO-15-014 SUBJECT: Installation of Cameras for PATCO Station Bike Racks

COMMITTEE: Operations and Maintenance

COMMITTEEMEETINGDATE: June3,2015

BOARDACTIONDATE: June17,2015

PROPOSAL: That the Board authorizes staff to negotiate a contract with Schneider Electric Buildings Americas, Inc. for an amount not to exceed $108,850.40 for the equipment and installation of twelve (12) new cameras to view bicycle racks at Lindenwold, Ashland, Woodcrest, Haddonfield, Westmont, Ferry Avenue, and 8th/Market Street Stations. This purchase is provided with pricing under GSA Contract #GS-07F-7851C for the labor and the PA Costars Contract #008-198 for the materials.

PURPOSE: To provide for the equipment installation of cameras to view bicycle racks at seven (7) PATCO stations and improve security.

BACKGROUND: In order to improve the security of bicycles locked in racks at PATCO stations, twelve (12) cameras will be installed to visually monitor bicycle racks at the Lindenwold, Ashland, Woodcrest, Haddonfield, Westmont, Ferry Avenue, and 8th/Market Street Stations.

Staff therefore recommends negotiating a contract with Schneider Electric Buildings Americas, Inc. for the equipment and installation of cameras for an amount not to exceed $108,850.40.

SUMMARY: Amount: $108,850.40 Source of Funds: General Fund Capital Project #: T14005 Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A PATCO-15-014 Operations & Maintenance: June 3, 2015 Board Date: June 17, 2015 Installation of Cameras for PATCO Station Bike Racks

RESOLUTION

RESOLVED: That the Board authorizes staff to negotiate a contract with Schneider Electric Buildings Americas, Inc. for an amount not to exceed $108,850.40 for the equipment and installation of cameras to view bicycle racks at Lindenwold, Ashland, Woodcrest, Haddonfield, Westmont, Ferry Avenue, and 8th/Market Street Stations. This purchase is provided with pricing under GSA Contract #GS-07F- 7851C for the labor and the PA Costars Contract #008-198 for the materials.

RESOLVED: 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 PATCO. If such agreements, contracts, or other documents have been approved by the Chair, Vice Chair and President and if thereafter either the Chair of Vice Chair is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of PATCO along with the President. 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 President shall execute such documents on behalf of PATCO.

ITEM NO.: PATCO-15-015 SUBJECT: Rental Uniforms and Laundry Services for PATCO

COMMITTEE: Operations and Maintenance

COMMITTEEMEETINGDATE: June3,2015

BOARDACTIONDATE: June17,2015

PROPOSAL: That the Board authorizes staff to negotiate a contract with UniFirst Corporation to furnish and launder rental uniforms, supply uniform storage lockers, and furnish and clean door and floor mats for a period of three (3) years.

Amount: $189,988.32

Contractor: UniFirst Corporation 940 River Road Croydon, PA 19021

PURPOSE: To furnish the PATCO maintenance and operating departments with clean rental uniforms that are designed and manufactured to be durable and serviceable for their intended environment and functions.

BACKGROUND: PATCO’s labor agreement with its 240 maintenance and operating employees states “...if any employee is required to wear any kind of uniform ... such uniform shall be furnished and maintained by PATCO.” This enables PATCO to control the standard of appearance and cleanliness for its uniformed employees. No annual clothing allowance is paid to the employees. The current uniform styles and material choices were developed in concert with the maintenance and operating crafts that are issued uniforms.

On February 24, 2015, Invitation for Bids (IFBs) were sent to five (5) suppliers potentially capable of providing this material and service. The procurement was also advertised on the DRPA web site from February 24, 2015 through March 19, 2015. Four (4) bids were received; two (2) of which were submitted as “No Bids.” The results are as follows: SUMMARY STATEMENT -2- Rental Uniforms and Laundry Services O&M 6/3/15 for PATCO

UniFirst Corporation $58,329.44 per year Clean Rental $58,584.24 per year Aramark No Bid Wash Cycle Laundry No Bid

The lowest responsive bid of $58,329.44 was submitted by UniFirst Corporation and will be the annual cost of this contract. UniFirst Corporation is the current vendor.

The breakdown for the initial three (3) year term and one (1) option year is:

Year #1: $58,329.44 Year #2 $58,329.44 Year #3 $58,329.44 Option Year: $58,329.44

Staff recommends that PATCO be authorized to enter into a three (3) year agreement with an option for one (1) additional year with UNIFIRST CORPORATION to provide rental uniforms and laundry services. The annual cost of this contract will be constant through the length of this contract.

*The $189,988.32 total includes an allowance of $15,000.00 to cover the cost of uniforms for any new employees.

SUMMARY: Amount: $189,988.32 Source of Funds: Revenue Fund Operating Budget: Contractual Services Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: Three (3) years with one (1) year renewal option Other Parties Involved: N/A PATCO-15-015 Operations and Maintenance Committee: June 3, 2015 Board Date: June 17, 2015 Rental Uniforms and Laundry Services for PATCO

RESOLUTION

RESOLVED: That the Board authorizes the appropriate officers of the Port Authority Transit Corporation to negotiate a contract with UniFirst Corporation of Croydon, Pennsylvania for a period of three (3) years for rental uniforms and laundry services in an amount not to exceed $200,000; 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.

2 Finance Committee Meeting

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

5 Wednesday, June 3, 2015

6 Commissioners:

12 Others Present:

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

1 DRPA/PATCO Staff: (continued)

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 Action Items:

6 Approval of New PATCO Fare Schedule for 15 Pope's Visit 7 PATCO FREEDOM Card Acceptance on SEPTA Key 8 System 27 Readers - Amendment to Tariff 112 9 (Supplement 16)

10 Discussion:

11 Purchase of Seven (7) Cab Chassis and 33 Seven (7) Hydraulic Systems 12 Executive Session 13 Adjourn 45 14

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

1 PROCEEDINGS

2 (9:37 a.m.)

3 CHAIRMAN NASH: All right. I'm going to call

4 the meeting of the Finance Committee to order and ask

5 the Corporate Secretary to please call the roll.

6 MS. MAYOCK: Chairman Nash?

7 CHAIRMAN NASH: Here.

8 MS. MAYOCK: Commissioner Lisko?

9 COMMISSIONER LISKO: On the phone.

10 MS. MAYOCK: Commissioner DiAntonio?

11 COMMISSIONER DiANTONIO: Here.

12 MS. MAYOCK: Commissioner White?

13 COMMISSIONER WHITE: Here.

14 MS. MAYOCK: Commissioner Fentress?

15 COMMISSIONER FENTRESS: Here.

16 MS. MAYOCK: Commissioner Haider?

17 COMMISSIONER HAIDER: Here.

18 MS. MAYOCK: Do we have Vicci Madden on the

19 phone for General DePasquale?

20 MS. MADDEN: I am.

21 MS. MAYOCK: We have a quorum.

22 CHAIRMAN NASH: Thank you. And thank you,

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

1 everybody, for coming today. We're going to start

2 with a financial update.

3 Mr. White?

4 MR. WHITE: Okay, thank you. Good morning,

5 Commissioners. If you will -- hopefully, everybody

6 has in their packet the sheet that starts "DRPA/PATCO

7 Unaudited Financial Summary for June 2015, as of

8 June 1, 2015."

9 Before I get into that, I just wanted to

10 update the Finance Committee on a couple of things.

11 Number one, we are proceeding with working with the

12 Home Port Alliance related to the loan guarantee that

13 was passed by the Board a month or so ago. In fact,

14 the General Counsel's Office and Steve Holden are

15 working aggressively with them to move the process

16 forward.

17 Steve, do you want to say maybe something just

18 to update us on it?

19 MR. HOLDEN: We have a draft of the guarantee.

20 We have a draft of the agreement -- thanks for

21 inviting me to the big table. We have a draft of the

22 guarantee. We have a draft of an agreement with the

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

1 Home Port Alliance. We're waiting for the bank to

2 send us copies of the note and the security agreement

3 because we want to be sure that the things that we

4 guaranteed the last time are in or not in the

5 guarantee we are giving this time; we want to know

6 exactly what it is we are guaranteeing and what the

7 terms are. We can't know that until we see the note.

8 The bank has not yet prepared the new note.

9 Although, in my conversations with one of the bank

10 vice presidents I was assured that the bank intends to

11 grant the 10-year note and extension. They don't have

12 the documents yet. We're waiting to review them. So

13 we'll make the deadlines.

14 And in the event the bank hasn't prepared the

15 documents for us to review by the end of the term of

16 the note, which is likely, I have an email

17 representation, a guarantee from the bank that they

18 will not collapse the note. They won't enforce

19 payment on the note. That's the current status.

20 Thank you.

21 MR. WHITE: Thank you, Steve. After we

22 actually passed the loan guarantee, I think it was

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

1 even that evening, Home Port Alliance had a board

2 meeting. They were looking at the proposals from four

3 different banks. They narrowed it down to one bank

4 and that's the bank we are working with at this point.

5 So, that just updates you on where we stand in terms

6 of the loan guarantee.

7 The other thing I just wanted to bring to your

8 attention is that every five years we have to do an

9 arbitrage analysis on our bonds to determine if we owe

10 the IRS any money. We recently completed an arbitrage

11 analysis for the 2010 revenue refunding bonds, those

12 are the bonds that are variable-rate bonds and there

13 is no rebate liability, so we're in good shape in

14 terms of that particular analysis.

15 The third item I wanted to bring to your

16 attention before we get into the financials is that we

17 are getting very, very close to initiating the bid

18 process on the replacement transaction for UBS as our

19 counterparty. In bringing you up-to-date every now

20 and then on this, – there is a lot of paperwork

21 involved. There is information we have to send to the

22 rating agencies, etc., but we're looking for that

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

1 transaction to be completed by the end of June. So,

2 that will bring a lot of smiles around the table, at

3 least in terms of John Hanson and me. That will give

4 us a lot more flexibility in terms of dealings with

5 our swap portfolio.

6 So, if you'll turn to the DRPA/PATCO Unaudited

7 Financial Summary, I'll just briefly hit some

8 highlights. Again, because of the very mild winter --

9 it may not seem that way, but in terms of its impact

10 on traffic and revenue, it was mild -- you'll see DRPA

11 traffic is 328,000 vehicles above the March 31, 2014,

12 numbers, a 3.1 percent increase. That's down a little

13 bit from the last report we gave you where we were

14 above 4.5 percent, but my expectation is that our

15 traffic is going to be ahead of plan and higher than

16 the 2014 actuals as a result of the mild winter.

17 In terms of the toll revenues, toll revenues

18 are $2.7 million above last year. Again, we decrement

19 our forecast related to -- well, actually, I will get

20 to the budget piece. But, again, this reflects that

21 we didn't really have that much of a snow impact or

22 inclement weather during the first quarter, so really

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

1 excellent numbers both in terms of DRPA traffic and

2 revenues against last year.

3 In terms of PATCO ridership and net passenger

4 revenue, we are -- our numbers through April are

5 slightly worse, not by a whole lot, and there was

6 little change in terms of the net passenger revenue

7 numbers. So, we're slightly ahead in net passenger

8 revenue figures, slightly behind last year in terms of

9 ridership.

10 In terms of DRPA traffic and toll revenues

11 against the budget, you'll see that we are 2.6 percent

12 above the budget and we are 4.7 percent above the

13 budget related to toll revenues. Again, we forecasted

14 roughly $2.8 million, assuming we'll be impacted by

15 snow. Obviously, if that doesn't happen, then our

16 actual is going to be much higher than the budget.

17 PATCO ridership year-to-date versus the

18 budget; $150,000 below budget, or 4.4 percent. Again,

19 there is some snow impact as far as those numbers and

20 we do have the ongoing Track Rehab Project that's

21 still having some impact, we believe, on the ridership

22 and perhaps even some of the lower gas prices earlier

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

1 in the year.

2 Net passenger revenue is actually ahead of

3 budget, slightly ahead of budget, but that's a good

4 sign.

5 In terms of operating expenses, you see the

6 combined numbers between DRPA and PATCO. We're

7 roughly 13.1 percent below budget. Those numbers

8 again, as we go toward the summer and toward the fall,

9 those numbers are going to tighten up very, very

10 quickly. But, again, a lot of the impact right now is

11 on the payroll side where we, at this point, our

12 actuals are below budget significantly.

13 In terms of capital expenditures, you'll see

14 that is lagging against 2014. 2014 numbers were

15 higher than our May 31 numbers versus actual, but we

16 expect that to accelerate going forward.

17 Project Fund; we still have over $200 million

18 in the Project Fund. One error for those of you who

19 may be on the phone, but I did give the adjusted

20 numbers to those who are present, where it says

21 decrease in the project fund balances -- the

22 $1.6 million -- that actually should be $10 million,

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

1 to reflect the total capital expenditures right above

2 that line.

3 We still have good growth in the General Fund

4 balances.

5 If you'll turn to the next page; nothing too

6 much to highlight, other than the value of the swaps.

7 Were we to terminate them, it would be around

8 $154 million. It's a positive change from last month.

9 And again, we hope to have that transaction completed

10 by the end of June.

11 That summarizes the stats for this month. Any

12 questions?

13 CHAIRMAN NASH: Any questions on the phone?

14 MR. HANSON: Can I just make one comment?

15 With respect to the earlier item, the IRS arbitrage

16 analysis that Jim talked about; we're a government, so

17 we don't typically pay taxes. The issue here is that

18 we issue bonds at a tax-free rate and so we can't

19 invest the money and earn more than the interest rate

20 that we're paying.

21 In its simplest form, that's what we've done.

22 We ensure that we didn't earn more on the money than

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

1 we pay in interest or we would owe that to the IRS.

2 MR. WHITE: One thing that I failed to discuss

3 in terms of the April operating expenses related to

4 PATCO; that includes a $325,000 charge to direct

5 materials for obsolete inventory. The number could,

6 as we continue to analyze the inventory, grow to as

7 high as $600,000; so it's something that we have to

8 keep track of so that PATCO does not exceed its 2015

9 operating budget. I just wanted to make those

10 comments there.

11 CHAIRMAN NASH: All right. Looks like we're

12 in very good financial shape.

13 MR. HANSON: We're in good financial shape.

14 The point that Jim is making on the obsolete

15 inventory, though, is that the combination of obsolete

16 inventory and the Pope's visit is going to put a lot

17 of pressure on the operating budget.

18 The way that obsolete inventory works, it's

19 not a cash transaction. When inventory is purchased,

20 it's not -- it's reflected as a purchase, as an asset.

21 It doesn't go into expense. And then as we withdraw

22 the inventory to use it on the PATCO line, it gets

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

1 charged against the budget. So the money for the

2 obsolete inventory was spent many years ago. It

3 doesn't hit the operating budget until we withdraw it.

4 What has happened in our preparations for the

5 new computer system, the new ERP system, is that they

6 are identifying inventory that is no longer usable.

7 When they remove it from the store room and

8 essentially scrap it, it gets expensed to the

9 operating budget. So, even though there is no money

10 that's spent, there is a reflection that obsolete

11 inventory has now become an expense.

12 It's not something that was planned in the

13 course of this year's budget, so that is why Jim is

14 raising the issue.

15 CHAIRMAN NASH: That's fair. This sounds like

16 an accounting issue that you have to grapple with.

17 MR. HANSON: And it has to do with the

18 changeover to the new cars where all the old inventory

19 is not going to be useable anymore.

20 COMMISSIONER HAIDER: I'm sorry. What was the

21 dollar amount of obsolete inventory?

22 MR. WHITE: The chart through April is

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

1 $325,000, so PATCO was still -- as you look at the

2 numbers, it's still around $1.7 million under budget.

3 But that number is expected to get higher as we

4 complete that analysis in terms of obsolete inventory.

5 MR. RINK: The Director of Finance, he

6 anticipates that potentially that could be up to

7 $600,000 by year-end.

8 COMMISSIONER HAIDER: Okay, okay.

9 CHAIRMAN NASH: You should put an asterisk

10 next to that number when you're inputting in the

11 budget, so we know.

12 MR. WHITE: Very good.

13 COMMISSIONER HAIDER: And, I'm sorry, do we

14 see it somewhere in this financial statement? I'm

15 not --

16 MR. WHITE: Yeah, it would be -- well, you

17 don’t see it broken out, but actually you see it in

18 the 2015 year-to-date actuals.

19 CHAIRMAN NASH: Year-to-date actuals.

20 COMMISSIONER HAIDER: So you're netting it out

21 of that?

22 MR. WHITE: It's included in that number.

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

1 CHAIRMAN NASH: Part of it.

2 MR. WHITE: Yes, it's part of that number.

3 COMMISSIONER HAIDER: It's included. The

4 first $325 has been included there, okay.

5 MR. HANSON: Right. It's in there. It hit

6 the expenses already and it's in there, but it wasn't

7 planned for.

8 CHAIRMAN NASH: So your actuals are actually

9 $325,000 less, but you have to add this as an

10 accounting procedure.

11 MR. HANSON: Right.

12 CHAIRMAN NASH: So that's where you're even in

13 a better -- that's great. Okay. Now, we have some

14 exciting items on the agenda, today. No, I'm not

15 being sarcastic.

16 The first item is the new PATCO fare schedule

17 for the Pope's visit.

18 MR. RINK: Thank you, Mr. Vice Chair,

19 Commissioners. We're seeking authorization from the

20 Board to implement a revised schedule of fares that

21 will be effective on Saturday, September 26th, and

22 Sunday, September 27th, during the Pope's visit to

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

1 Philadelphia. We have it specifically described in

2 Attachment A to the Summary Statement and Resolution.

3 What we are looking at planning to do is, we

4 would implement a one-day pass to ride the system for

5 $5 and a two-day pass for $10. They will all be

6 placed on smart cards.

7 As you know, the Pope is visiting and there

8 will be various events held in the city on a Saturday

9 and Sunday. During this time, PATCO and the region

10 expects unprecedented crowds during the visits and

11 that will place strains on our regional

12 transportation. We need to move a very large number

13 of customers effectively and safely, and a lot of this

14 is based on our experience when the Phillies had won

15 the World Series.

16 During these two dates, PATCO will not sell

17 any of its standard, paper magnetic tickets. We will

18 only utilize the smart cards. The smart cards won't

19 jam our ticket machines or fare gates and we will not

20 have to empty the bins of numerous tickets during that

21 day. Emptying the bins of tickets would cause us to

22 take the fare gates out of service, which would lead

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

1 to backups.

2 The $5 and $10 charge that we propose will

3 allow easy change for cash transactions during window

4 sales and will allow for quick processing. By

5 utilizing only the smart cards, we'll also have the

6 ability to pre-sell the passes months in advance,

7 which we're gearing up for now.

8 Any of our existing customers with FREEDOM

9 Cards that ride the system that day, they can use

10 their cards as normal; they'll pay $2.50 for a single

11 ride. So that day, we will sell the passes and there

12 will be unlimited rides. You pay one fare -- $5 on

13 the Saturday -- and you could ride back and forth

14 unlimited. This varies versus our standard zone-based

15 system where you pay based on where you enter and exit

16 the system.

17 CHAIRMAN NASH: Can I ask a whole bunch of

18 questions?

19 MR. RINK: Sure.

20 CHAIRMAN NASH: You said you're selling the

21 cards in advance. Are you capping the number of cards

22 that you're going to sell to avoid overselling the

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

1 cards? Because people are going to go and come into

2 Philadelphia, presumably at a designated time in

3 advance of the Pope's, actual public participation.

4 How do you envision handling pre-sale, capping the

5 number of cards and avoiding the nightmare of too many

6 people showing up in our stations?

7 MR. RINK: With the presales, we haven't set

8 any limit on that. Most of it would be the tour buses

9 that are coming in and we would sell those in bunches

10 to them. The amount of tickets and what we can

11 process that day; we assume we could get over 10,000

12 people an hour through our gates, through our system,

13 into the city.

14 CHAIRMAN NASH: We can?

15 MR. HANSON: Yeah, we -- according to the work

16 that PATCO has done, we believe that about 10,000

17 people an hour can be moved, assuming that everything

18 runs smoothly. Whether we cap the sales or not, I

19 think that there is a likelihood that too many people

20 are going to show up, based on what we're hearing in

21 terms of projections.

22 People who don't hear about pre-sales are

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

1 going to show up with the expectation of buying a

2 ticket. We've made arrangements to be able to sell

3 tickets in accordance with some of your suggestions,

4 in fact, Vice Chairman Nash -- to be able to have

5 people with portable debit card readers set up to do

6 that or credit card readers set up to do that.

7 I think that there is going to be a lot of

8 people at PATCO. There's going to be a lot of people

9 in the city. I think that anywhere anybody goes,

10 there is going to be a long line, whether it's our

11 facility or anything else. And I don't believe that

12 us capping ticket sales is going to help that aspect

13 of it very much.

14 CHAIRMAN NASH: I agree with that. That's

15 true. People are going to show up not knowing what to

16 expect. But this is more than the Phillies. This is

17 the Phillies, Eagles, Sixers, and the Flyers all

18 having a parade on the same day and throwing us all in

19 the --

20 COMMISSIONER HAIDER: Wings. Union.

21 MR. RINK: We did purchase -- and that was

22 presented to the Board two months ago -- we did buy

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

1 75,000 extra cards, smart cards, for the event. So we

2 shouldn’t have a problem with the pre-sales with the

3 number of smart cards we'll have available for them.

4 CHAIRMAN NASH: You're limiting the number of

5 stations that are coming from Jersey?

6 MR. HANSON: No decisions have been made on

7 that yet. At this time, we're working closely with

8 our partners, our transit partners, as well as law

9 enforcement, to try and come up with how this is all

10 going to work. It's very fluid right now. There is a

11 lot of scenario-based planning going on and there

12 really is no solid information, yet, on how we could

13 do that.

14 CHAIRMAN NASH: And I have to compliment you.

15 I know that your administration has been working on

16 this from the day the Pope announced that he was

17 coming to Philadelphia. So it's a very difficult

18 operational task and I compliment you on working --

19 you know, the security alone is a full-time job, so

20 I'm confident that you'll be able to do it as well as

21 possible.

22 I did speak with counsel for SEPTA and I know

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

1 that they're grappling with the same issues. They are

2 also looking to have a special track, so what you're

3 doing is not different really than what SEPTA is

4 doing. So at the end of the day, it'll all work out.

5 It'll be a great event for the Delaware Valley.

6 MR. HANSON: We're working with SEPTA. We're

7 working with New Jersey Transit, with a myriad of law

8 enforcement agencies to do the best we can to

9 transport people safely, as many people as possible to

10 and from the city. And it is going to be a huge

11 event.

12 MR. RINK: We're seeking approval to revise

13 your schedule of fares to include those -- the one-

14 day, and the two-day passes.

15 CHAIRMAN NASH: One question that you briefly

16 touched on; there is a limited number of regular

17 riders, especially in the healthcare industry, that

18 use PATCO to get to and from Philadelphia. How are

19 you going to work with those, I guess, like 2,000

20 riders a weekend or a day during the weekend? How --

21 are you going to ask them to buy the passes as well?

22 MR. RINK: No. They’ll use our existing

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

1 FREEDOM Card.

2 CHAIRMAN NASH: It does work?

3 MR. RINK: It will work, yes. And they'll

4 only be charged --

5 CHAIRMAN NASH: Okay. I didn't understand

6 that. So you can use the FREEDOM Card --

7 MR. RINK: Correct.

8 CHAIRMAN NASH: -- without buying a pass.

9 MR. HANSON: The difference is it's just going

10 to be a one-way fare; whatever way you go, $2.50.

11 Because the one thing that I think we are pretty sure

12 of -- and, John, correct me if I'm wrong – is that

13 we're just going to have the gates open as they leave;

14 so we're not going to hold people up to have to tap

15 out. Since we're doing that, it's just going to be a

16 $2.50 fare one-way.

17 MR. RINK: Correct. You'll tap into the

18 system. You'll go over to the city and you'll exit

19 right away. You won't have to go through the fare

20 gates. And then, when we bring everyone back, it will

21 be the same. We'll just let you back on the train.

22 CHAIRMAN NASH: Okay. And, obviously, you're

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

1 going to have police there to make sure you're not

2 having 50,000 people running into our brand new cars.

3 MR. RINK: Correct.

4 CHAIRMAN NASH: Okay. Are there any

5 questions? This is very exciting. I know it's very

6 hard work.

7 COMMISSIONER WHITE: I have a question. You

8 guys probably addressed it, but please refresh my

9 memory.. Have we any projections on what we're

10 looking to make on this visit?

11 MR. HANSON: On what?

12 COMMISSIONER WHITE: On the Pope's visit, in

13 terms of revenue, any update? Do you have any

14 projections on that?

15 CHAIRMAN NASH: That's a good question.

16 MR. HANSON: Well, if we can move 100,000

17 people roughly -- is what we're planning -- in one

18 direction; so it would be 200,000 times $2.50,

19 essentially.

20 MR. RINK: Well, if they all bought one-day

21 passes, it could be up to a million.

22 MR. HANSON: Oh, yeah, two days.

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

1 MR. RINK: Yeah, it will be two days, 200,000

2 customers with a one-day pass at $5.00, it would be

3 roughly a million dollars.

4 MR. HANSON: So it could be a million dollars.

5 Expenses are going to be very high though.

6 MR. RINK: The amount of staff, as I said, the

7 operating expenses, and the amount of staff that we're

8 going to need to supplement, to run the service.

9 MR. HANSON: And at the bridges, as well.

10 We're going to be facing significant staffing,

11 scheduling challenges, as well as costs.

12 CHAIRMAN NASH: So, the million dollars will

13 be offset by the extra costs that we're going to have

14 to face.

15 COMMISSIONER WHITE: Overtime, etc.

16 MR. HANSON: If I'm guessing, it's going to

17 more than offset.

18 COMMISSIONER HAIDER: Would revenue from

19 advertising be impacted in some way? Presumably, you

20 could price it differently.

21 CHAIRMAN NASH: And as a supplement to that,

22 it's a very good question. I'm sure you've been

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

1 approached by vendors who are looking to set up. Any

2 time you have those kind of numbers running through

3 one spot, the vendors are going to look to sell

4 memorabilia, things like that.

5 MR. HANSON: We haven't been approached. And

6 I don't know --

7 CHAIRMAN NASH: I don't know where you would

8 put them, but --

9 MR. HANSON: Yeah. I don't know what our

10 response would be to that. In terms of advertising

11 though, John, can you touch base with Titan on that,

12 who is our -- that's our company that handles that.

13 MR. RINK: They have been looking at ideas for

14 that and the fact that the Pope will be here, so I'll

15 follow-up with Titan on that. There might be --

16 they're looking at opportunities in regards to that.

17 COMMISSIONER DiANTONIO: Just a thought that

18 came to mind, how about the handling of handicapped

19 persons with wheelchairs and so forth; any provisions

20 made in reference to that?

21 MR. RINK: All the stations have elevators, so

22 that won't be an issue if somebody --

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

1 COMMISSIONER DiANTONIO: No, I mean in lines

2 and so forth.

3 MR. RINK: We're going to have staff on the

4 platforms and on the trains, so we would make sure

5 that they are accommodated.

6 CHAIRMAN NASH: You know that's a very good

7 question. It's going to be crowded.

8 Any other questions?

9 Good job.

10 MR. RINK: We need approval?

11 CHAIRMAN NASH: I was just going to say put

12 another asterisk in your -- we'll have a double

13 asterisk, that's money from the Pope versus -- you're

14 going to need a keyboard to figure out your big chart.

15 So there is a resolution that's been

16 presented. Is there a motion to adopt?

17 COMMISSIONER HAIDER: So moved.

18 COMMISSIONER DiANTONIO: Second.

19 CHAIRMAN NASH: All those in favor?

20 ALL: Aye.

21 CHAIRMAN NASH: Opposed?

22 So this goes on this coming June 17th agenda,

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

1 John?

2 MR. RINK: Correct.

3 CHAIRMAN NASH: All right. The next item is

4 PATCO FREEDOM Card acceptance on SEPTA key system

5 readers, amendment to Tariff 112, Supplement 16.

6 John?

7 MR. RINK: Thank you, Mr. Vice Chair,

8 Commissioners. We're seeking authorization to

9 negotiate a memorandum of agreement with SEPTA and

10 amend our current interline transfer agreement to

11 allow acceptance of PATCO's FREEDOM stored-value card

12 at SEPTA's transit system key program point-of-entry

13 readers at a non-discounted rate.

14 The purpose of the agreement is to continue

15 the transfers under our current tariff by allowing use

16 of the FREEDOM Card on any SEPTA vehicle. That's

17 their bus, regional rail, the regular rail trolley.

18 Any place that SEPTA will have their new key system

19 point-of-entry readers, we'll be able to use --

20 customers will be able to use -- their FREEDOM Card to

21 do that, but at a non-discounted rate.

22 Under our current agreement, we currently sell

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

1 roundtrip, two-part paper transfers at our ticket

2 vending machines and we act as an agent for SEPTA.

3 The first part of the transfer is valid for 60 minutes

4 from the time-of-issue and then they get a second part

5 that's valid for 24 hours.

6 Our customers pay about -- they pay $3.10.

7 The normal roundtrip cost is $3.60. This 50-cent fare

8 discount is equally shared between us and SEPTA. It

9 allows only transfers on select SEPTA's routes – the

10 Market-Frankford subway elevated, the Broad-Ridge

11 subway, and some trolleys and bus routes.

12 When SEPTA goes to their new system, they will

13 no longer accept these paper transfers; therefore,

14 we'll no longer accept those paper transfers from our

15 TVMs. So once SEPTA goes to their new system, the

16 paper transfers that we currently have will disappear.

17 CHAIRMAN NASH: Do you know when that is,

18 John?

19 MR. RINK: I have Kathy. Kathy Imperatore is

20 Director of Fare Collections. She has been working

21 with SEPTA on this. I'll let Kathy answer that one.

22 CHAIRMAN NASH: Kathy?

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

2 MS. IMPERATORE: SEPTA is currently in a pilot

3 phase and they have not announced when they're going

4 to roll-out their system.

5 CHAIRMAN NASH: Are they going to implement

6 that in their entire system eventually?

7 MS. IMPERATORE: Yes.

8 MR. RINK: So if our customers want to

9 transfer onto SEPTA, they will have to re-register

10 their cards, their FREEDOM Cards. Right now, you

11 currently can register or not register your cards. We

12 recommend to all of our customers to register their

13 card in case it's lost. You can make sure we put the

14 money back on the card and turn it off, and then

15 transfer that balance onto a new card. If they don't

16 register, we have no way to assist them.

17 However, if they register for us, in order for

18 them to work on the SEPTA system, they'll have to

19 re-register their cards and that will allow them use

20 their cards on the SEPTA system. So what this

21 agreement will allow is, once you register your card,

22 you'll be able to use that throughout SEPTA's system.

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

1 And then SEPTA will bill us and we'll reimburse them

2 for any of those transactions.

3 It's a great new day in regards to that.

4 Basically, right now, we have about 800 of our

5 customers purchase these paper transfers from our

6 system. One thing that will disappear is that ability

7 to get that discounted transfer rate.

8 CHAIRMAN NASH: There are 800 customers a-day

9 that transfer?

10 MR. RINK: There's more than that, but only

11 800 purchase the transfer ticket, the $3.10 ticket.

12 CHAIRMAN NASH: I'm surprised it's that high.

13 MR. RINK: They are moving to eliminate those

14 paper transfers from not just here but throughout the

15 whole system, correct?

16 MS. IMPERATORE: That's correct.

17 CHAIRMAN NASH: What about reverse? Will we

18 accept SEPTA's version of the FREEDOM Card?

19 MR. RINK: At this time, no, but there is that

20 capability to do it in the future, if we so desire.

21 But for our customers right now who transfer over, if

22 they register their cards, they can use their cards on

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

1 SEPTA's system.

2 So what we'd like to do with this is to

3 develop a memorandum of understanding that will allow

4 us -- for our customers to use their FREEDOM Card on

5 SEPTA's system. And then it allows us -- allows SEPTA

6 to bill us and for us to reimburse them for that cost.

7 Kathy, did I miss anything else?

8 CHAIRMAN NASH: Any questions?

9 COMMISSIONER HAIDER: Yeah, can you go through

10 aggregate cost and savings? I mean, what is the

11 current cost with the paper transfer system, for

12 example? Can you give me a little bit of a

13 cost/benefit on this?

14 MR. RINK: Actually, with that portion, the

15 discount transfer rate as listed in the Summary

16 Statement. Basically, PATCO puts out over $50,000 a

17 year in costs. It costs us. We are picking up that

18 difference in that discount, so it would be a net

19 savings to us over $50,000.

20 COMMISSIONER HAIDER: Any other forms of

21 savings; for example, managing the paper transfer

22 system? I have no idea what those kinds of costs

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

1 involve in a paper system like the --

2 MS. IMPERATORE: Actually, we're going to be

3 taking those costs onto the back-end, so we're going

4 to have to electronically take care of these

5 transactions now. So, I don't really see a cost

6 savings.

7 MR. RINK: One thing we will have to do is --

8 we will have costs to modify our software systems in

9 Cubic. We are working on those proposals and we'll

10 present them to the board for approval. But we will

11 have to modify our -- as Kathy mentioned -- our

12 backroom software to be able to do all those

13 transactions; so, there's a cost associated with it.

14 COMMISSIONER HAIDER: So it would be helpful

15 to see a cost/benefit analysis of the whole system at

16 some point? I mean, I understand this just allows for

17 the negotiation with SEPTA. But when you're ready

18 with that information, it would be helpful to see that

19 --

20 MR. RINK: Sure. We'll put that together.

21 CHAIRMAN NASH: I don't know, are you okay

22 with moving forward?

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

1 COMMISSIONER HAIDER: Sure, yes, of course.

2 CHAIRMAN NASH: Are there any other questions?

3 Seeing none, I'll take a motion to adopt this

4 resolution of the Finance Committee.

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?

11 All right, that will also be on this coming

12 agenda.

13 The third item was presented at the O&M

14 Committee earlier this morning. I'm presuming that's

15 true since this was drafted prior to the O&M

16 Committee.

17 MR. HANSON: Correct.

18 CHAIRMAN NASH: It's the purchase of seven cab

19 chassis trucks and seven hydraulic systems.

20 Mr. Reiners?

21 MR. WHITE: Before Steve gives us some

22 background on this, one of the reasons CEO Hanson

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

1 suggested that we bring this before the Finance

2 Committee is because this represents part of a

3 different approach that we're taking to vehicle

4 purchases. Steve and/or Dan Auletto, Acting COO, will

5 get into it -- but essentially, Operations approached

6 me and John Hanson, about putting together a five-year

7 plan related to when we go about purchasing vehicles.

8 We pass the capital budget at the end of the

9 year and it goes into effect in January. What happens

10 in many cases is that we find ourselves at the back-

11 end of the manufacturing cycle and, therefore,

12 sometimes we can't get the vehicles, or sometimes I

13 believe we get the vehicles actually at a higher

14 price.

15 As mentioned by Vice Chair Nash, this was

16 presented to the O&M Committee, but we wanted to at

17 least advise the Finance Committee of a different

18 approach related to vehicle purchases and how we're

19 going to carry that forward in the Capital Plan.

20 So, Steve or Dan, do you want to speak to the

21 resolution?

22 MR. REINERS: Yeah. We took the same approach

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

1 that Engineering takes with their five-year look-ahead

2 for projects. We will have a better understanding as

3 to what we expect we're going to spend over the next

4 five years for vehicles. This being said --

5 CHAIRMAN NASH: Steve, when you say

6 "vehicles," it's not all trucks. You're talking about

7 the entire fleet?

8 MR. REINERS: Police cars, pickup trucks; not

9 only for the Port Authority, but for PATCO, also.

10 MR. WHITE: Right.

11 MR. REINERS: So this way we have an

12 understanding of what the budget is going to look like

13 over the next five years, similar to what Engineering

14 does.

15 That being said, one of the things we looked

16 at with the chassis this year was that New Jersey has

17 not changed their pricing for five years now.

18 Pennsylvania has changed the pricing on the State

19 contract. So we thought it would be of benefit to the

20 Port Authority to take advantage of that pricing this

21 year and purchase the vehicles this term.

22 I think one of the reasons that we're bringing

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

1 it to the Finance Committee is because we're also

2 asking to do a capital change order from WB-13-01,

3 which is the Walt Whitman Bridge paint contract, to

4 take the money from that contract to purchase the

5 trucks this year.

6 Our expectation is that we would roughly be

7 saving around $358,000 by purchasing this year. Right

8 now, the State contract for PA is $142,000 per truck;

9 we would be purchasing just the cab for $71,000 off

10 New Jersey's contract and another $20,000 per truck

11 off the PA CoStar contract for the hydraulic systems,

12 at this point.

13 Again, we talked -- Mr. White talked about the

14 purchasing process. We run a calendar-based budget at

15 this point, and the states are always on a fiscal

16 budget from July to June. One of the problems that we

17 run into there is we are constantly -- in January and

18 February -- running into a situation where we're right

19 up against cut-off dates, which at that point means

20 we're not receiving the trucks till middle of the

21 summertime. And by the time we retrofit the trucks,

22 we're actually getting them out even later in the

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

1 year, rather than seeing at the beginning of the year.

2 MR. HANSON: So another way to explain it, to

3 sort of combine Jim's explanation and Steve's

4 explanation, the vehicle -- we've always been a year

5 behind in the way we budget for these types of

6 vehicles. The State contracts are based on the way

7 manufacturers roll out the vehicles. Manufacturers

8 roll out the vehicles late summer or early fall.

9 That's how it starts.

10 Our budget gets presented in December and then

11 goes through a veto period, so that we can't really

12 access the budget until late in January and then

13 you've got our procurement process to go through,

14 which always puts us up against the deadlines for the

15 purchase of vehicles. It makes it difficult in terms

16 of going through the procurement process to meet the

17 end-of-the-model year, essentially, for vehicles.

18 So what they're talking about doing is

19 budgeting essentially a year ahead. What that means

20 is -- that's why the discussion about the paint

21 contract -- is we're adding essentially what would

22 have been next year's vehicle purchase under the old

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

1 way. We're not going to increase the capital budget.

2 We're going to move money into a project that won't be

3 spent this year in order to cover that so the capital

4 budget doesn't need to be increased. Then going

5 forward every year, we'll be ahead of the model year

6 with the budget, as opposed to chasing it and being

7 behind.

8 I don't know if that was any easier to

9 understand?

10 CHAIRMAN NASH: Not really. But why don't you

11 just amend the capital budget to reflect that you --

12 instead of borrowing money from the Walt Whitman

13 project, just amend the budget to place money from the

14 Walt Whitman into --

15 MR. HANSON: That's what we're asking you to

16 do. That's exactly what we're asking you to do.

17 CHAIRMAN NASH: Okay.

18 MR. HANSON: We're not borrowing it. We're

19 just saying that we're not going to spend it, so we

20 want to amend the capital budget as part of this to

21 take the money that won't be spent in the Walt Whitman

22 Bridge --

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

1 CHAIRMAN NASH: Got it.

2 MR. HANSON: -- and add it to vehicles and

3 then that's going to put us a year ahead so that we'll

4 be purchasing right in the model year, as opposed to

5 chasing the end of the model year.

6 CHAIRMAN NASH: Got you. You had a question?

7 COMMISSIONER DiANTONIO: Yeah, well, actually,

8 a comment. Which makes sense in a way, because if

9 you're buying the chassis with the hydraulic system

10 and the truck, using the bed that's on the previous

11 truck, that makes sense.

12 Also, the model year usually changes in

13 September, which would be a 2016 versus a 2015.

14 MR. HANSON: Right.

15 MR. WHITE: Correct.

16 COMMISSIONER DiANTONIO: So you're using that

17 money ahead, which, in my opinion, makes a lot of

18 sense if the bed, itself, is material that's not

19 rotting away.

20 What type of material is that? Is it aluminum

21 --

22 MR. REINERS: Stainless steel.

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

1 COMMISSIONER DiANTONIO: Stainless steel?

2 MR. REINERS: Stainless steel or aluminum.

3 COMMISSIONER DiANTONIO: In my opinion, it's

4 excellent in reference to doing it that way. We

5 mentioned that at the O&M, but I didn't know that it

6 went to cars also, as far as police cars and whatever,

7 looking ahead like that.

8 MR. HANSON: Because the model year -- you're

9 exactly right. The model years, that's when they

10 change, in September. That's why, historically, the

11 new television shows have always been rolled out in

12 September to capitalize on the automobile advertising.

13 CHAIRMAN NASH: Now, I support getting

14 vehicles, but only when you need them, you know. I

15 don't want you -- one of the dangers of doing a

16 five-year plan is that if you have this -- I don't

17 mean dangerous in a dangerous sense.

18 I mean, one of the concerns that I have is

19 that if you have it budgeted over a five-year period

20 like you're planning to do, are you going to simply

21 replace vehicles that don't need to be replaced

22 earlier than they should?

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

1 MR. REINERS: Most of the vehicles that we're

2 looking at under the five-year plan right now, there

3 are a few that are '99, and we're excluding the

4 heavier equipment. These are just cars and trucks, at

5 this point. Most of those vehicles are either from

6 2004 or older at this point, and we're going to try

7 and go from the older vehicles first to where the

8 2004s would be later in the budget process.

9 COMMISSIONER DiANTONIO: Would they be traded

10 or would they be auctioned?

11 MR. REINERS: They would be auctioned out.

12 We're not looking to increase the number of vehicles

13 that we have, just the -- because, again, by the end

14 of the five-year plan, you're looking at 2019, and

15 those 2004 vehicles are 15 years old.

16 COMMISSIONER DiANTONIO: Right. So they would

17 be auctioned off at 15 years old.

18 MR. REINERS: Yeah.

19 COMMISSIONER DiANTONIO: Okay.

20 CHAIRMAN NASH: And as you're planning, Steve,

21 -- this is sort of a parenthetical to what we're

22 talking about -- we have partners to engage in

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

1 sustainability talks and to reduce our carbon

2 footprint, and vehicles are a part of that. I would

3 like to work with you to make sure that we are getting

4 the best vehicles for the environment as possible.

5 And anytime there is, you know, whether it be

6 a natural gas vehicle or a battery fueled vehicle, if

7 there is a practical possibility of buying one, even

8 if it may be a little bit more expensive, I think that

9 is something that we should talk to our soon-to-be -

10 formed Sustainability Committee about. So, we'd like

11 to work with you on that.

12 MR. HANSON: But, they're not just a little

13 more expensive. The lifecycle costs right now are

14 significantly more expensive. I think it's a great

15 idea to have this committee so that we can get

16 direction on goals that we should be meeting in terms

17 of reducing the carbon footprint and what we're

18 prepared to spend in additional costs on vehicles and

19 costs on other things to meet those goals.

20 I think that's a great idea and it needs to be

21 done in an integrated fashion where we have goals,

22 targets, and we're prepared to talk about just how

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

1 much money we are willing to invest to meet those

2 goals.

3 CHAIRMAN NASH: That's why I used the word

4 "practical." My practical may be different than your

5 practical.

6 MR. HANSON: But once the Board gives us the

7 goals, once the Sustainability Committee gives us

8 those goals and cost parameters, there is recognition

9 that we're spending money to achieve those goals, and

10 to me, then it is practical. What isn't practical is

11 to spend significantly more money if you're not

12 chasing a goal.

13 CHAIRMAN NASH: Right, I agree.

14 MR. HANSON: If you're not going after a

15 target.

16 CHAIRMAN NASH: No, I totally agree. I think

17 all the commissioners would agree with that, John.

18 COMMISSIONER DiANTONIO: One more question.

19 The hydraulic system, was that bidded-out with DeHart?

20 Were there other bids besides DeHart for hydraulic

21 systems?

22 MR. REINERS: It was off the CoStar contract

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

1 in PA, which is a State contract. It was not -- it

2 was in the standard, the same kind that we currently

3 have right now, which is a new electronic that came

4 off the PA State contract, so we standardized that

5 whole system.

6 COMMISSIONER DiANTONIO: Okay.

7 CHAIRMAN NASH: Was a resolution presented to

8 O&M?

9 MR. REINERS: Yes.

10 CHAIRMAN NASH: So we don't need to move on

11 anything on that by Finance.

12 Are there any other questions for this issue?

13 Anybody on the phone have any final questions on this?

14 Seeing none, I am going to -- are there any

15 other issues for public discussion?

16 CHAIRMAN NASH: All right. Seeing none, I'll

17 take a motion to go into closed session to talk about

18 issues with the contract.

19 COMMISSIONER FENTRESS: Move the motion.

20 COMMISSIONER DiANTONIO: Second.

21 CHAIRMAN NASH: All those in favor?

22 ALL: Aye.

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

1 CHAIRMAN NASH: Opposed?

2 (Whereupon, at 10:23 a.m., on Wednesday,

3 June 3, 2015, the meeting adjourned.)

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

1 CERTIFICATE

2 This is to certify that the attached

3 proceedings before the Delaware River Port Authority,

4 Finance Committee on June 3, 2015, were held as herein

5 appears, and that this is the original transcript

6 thereof for the file of the Authority.

7 FREE STATE REPORTING, INC. 8

9 ______10 Tom Bowman (Official Reporter) 11

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

ITEM NO.: PATCO-15-016 SUBJECT: Approval of New PATCO Fare Schedule for Pope’s Visit on September 26 and 27, 2015

COMMITTEE: Finance

COMMITTEEMEETINGDATE: June3,2015

BOARDACTIONDATE: June17,2015

PROPOSAL: That the Board authorizes staff to implement a revised schedule of fares to be effective on September 26 and 27, 2015, during the Pope’s visit to Philadelphia, as specifically described in Attachment A hereto. Cost for a one-day pass will be $5.00 and the cost for a two-day pass will be $10.00 on smart cards.

PURPOSE: To provide one-day and two-day smart card passes for travel on September 26 and 27, 2015 during the Pope’s visit to Philadelphia.

BACKGROUND: The Pope will be visiting Philadelphia on September 26 and 27, 2015, and will be holding various events in the City. PATCO and the region expects unprecedented crowds during the visit, and these crowds will place strains on the region’s transportation. We need to move very large numbers of customers effectively and safely.

During these two dates, PATCO will not be selling its standard paper magnetic tickets. Smart cards will not jam ticket machines or fare gates, and bins will not need to be emptied numerous times. Emptying bins of tickets would lead to back-ups at the fare gates.

The $5 and $10 charge for smart card passes allows easy change for cash transactions during window sales and will allow for quick processing. By utilizing only smart cards, PATCO will also have the ability to presell the passes months in advance. Customers with existing FREEDOM cards will be able to use the system and card as normal and will pay $2.50 for a single ride. SUMMARY STATEMENT -2- Approval of New PATCO Fare Schedule Finance 6/3/15 for Pope’s Visit on September 26 and 27, 2015

It is recommended that the appropriate staff be authorized and directed to implement the series of programmed fare changes for PATCO shown in Attachment 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 PATCO-15-016 Finance: June 3, 2015 Board Date: June 17, 2015 Approval of New PATCO Fare Schedule For Pope’s Visit on September 26 and 27, 2015

RESOLUTION

RESOLVED: That the Board authorizes amendment of the current PATCO Fare Schedule (Attachment A to Summary Statement) to change specific fares on September 26 and 27, 2015, during the Pope’s visit to Philadelphia

Current September 26 and 27, 2015 From To (Since 7/2011) One-Day Pass Two-Day Pass Lindenwold, Ashland Philadelphia $3.00 & Woodcrest Haddonfield, Westmont Philadelphia $2.60 & Collingswood $5.00 $10.00 Ferry Avenue Philadelphia $2.25 Any New Jersey station Any New Jersey station $1.60 Broadway & City Hall Philadelphia $1.40 Any Philadelphia Station Any Philadelphia Station $1.40 $2.50 per single ride Any Station using a Any Station using a (see above) for those using FREEDOM Card FREEDOM Card an existing FREEDOM Card

ATTACHMENT A SUMMARY STATEMENT

ITEM NO.: PATCO-15-017 SUBJECT: PATCO FREEDOM Card Acceptance on SEPTA Key System Readers - Amendment to Tariff 112 (Supplement 16)

COMMITTEE: Finance

COMMITTEEMEETINGDATE: June3,2015

BOARDACTIONDATE: June17,2015

PROPOSAL: That the Board authorizes staff to negotiate a Memorandum of Agreement with the Southeastern Pennsylvania Transportation Authority (SEPTA) and amend the current Interline Transfer Agreement (Tariff No. 112, Supplement No. 16) to allow acceptance of PATCO’s FREEDOM stored value card at SEPTA’s Transit System Key Program point-of-entry readers at a non-discounted rate.

PURPOSE: The purpose of this agreement is to continue the interline transfers under the current PATCO-SEPTA Tariff by allowing use of the FREEDOM Card on SEPTA’s point-of-entry readers at a non- discounted rate.

BACKGROUND: SEPTA and PATCO have maintained an Interline Fare Agreement which provides for a discounted SEPTA round trip fare (transfer) when used in conjunction with a ride originating or culminating in a ride on PATCO.

Under the current agreement, round-trip, two-part paper SEPTA transfers are sold from the PATCO Ticket Vending Machine (TVM). PATCO acts as the agent for SEPTA. The first part of the transfer is valid for 60 minutes from time of issue and the 2nd part of the transfer is valid for 24 hours. The cost to the customer for the two-part transfer is $3.10. The normal cost of a round-trip SEPTA fare is $3.60. The $0.50 fare discount cost is equally shared between SEPTA and PATCO. The transfers are valid on SEPTA’s Market–Frankford subway-elevated, Broad-Ridge Subway, Green Line Trolleys as well as Bus Routes 2, 4, 9, 12, 16, 21, 23, 27, 32, 33, 38, 42, 44, 47, 48 and 61.

SEPTA’s new Key System will no longer accept paper transfers. Therefore, PATCO will no longer vend SEPTA’s paper transfer from its TVMs. To continue interoperability with SEPTA, PATCO’s FREEDOM card customers who register their cards will be able to use their FREEDOM cards on SEPTA’s contactless card readers. SUMMARY STATEMENT -- 2 - PATCO FREEDOM Card Acceptance Finance: 6/3/15 on SEPTA Key System Readers - Amendment to Tariff 112 (Supplement 16)

The agreement would allow a FREEDOM card that’s registered to be used on any SEPTA contactless reader. The transit trips would be priced at SEPTA’s full fare.

The proposed agreement will allow PATCO customers who register for the SEPTA option and have FREEDOM cards in good standing to use SEPTA’s point-of-entry readers for fare payment. PATCO will send SEPTA a daily file of registered cards in good standing for download to readers. SEPTA will allow access for all transit locations and record the use of the card, identifying the date/time, station/bus route where it was used, as well as the SEPTA fare for the service.

Upon receipt of SEPTA’s daily file, the PATCO Automated Fare Collection system will download the charges to the FREEDOM card. PATCO will deduct the funds due from the customer’s FREEDOM card. PATCO and SEPTA will settle the funds once a month and PATCO will electronically transmit funds for the full amount owed to SEPTA for the preceding month.

Each weekday, over 800 customers purchase SEPTA paper transfers from the TVM. PATCO’s portion of the discounted transfer fare was $50,718 in 2014.

SUMMARY: Amount: N/A Source of Funds: 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-15-017 Finance: June 3, 2015 Board Date: June 17, 2015 PATCO FREEDOM Card Acceptance on SEPTA Key System Readers - Amendment to Tariff 112 (Supplement 16)

RESOLUTION

RESOLVED: That the Board of Commissioners of the Port Authority Transit Corporation authorizes staff to negotiate an agreement with SEPTA whereby SEPTA will allow use of PATCO’s FREEDOM Card for registered customers on all SEPTA Bus Validators or at SEPTA Transit gating equipment which have Key contactless readers per the attached Summary Statement; and be it further

RESOLVED: 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 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 along with the President. 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 President shall execute such documents on behalf of PATCO.

SUMMARY: Amount: N/A Source of Funds: 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-15-018 SUBJECT: Consideration of Pending PATCO Contracts (Between $25,000 and $100,000)

COMMITTEE: New Business

COMMITTEEMEETINGDATE: N/A

BOARDACTIONDATE: June17,2015

PROPOSAL: That the Board consider authorizing staff to enter into contracts as shown on the Attachment to this Resolution.

PURPOSE: To permit staff to continue and maintain PATCO operations in a safe and orderly manner.

BACKGROUND: At the Meeting held August 18, 2010 the PATCO Commission adopted Resolution 10-046 providing that all PATCO contracts must be adopted at an open meeting of the PATCO Board. The Board proposed modifications to that Resolution at its meeting of September 15, 2010; specifically that all contracts between $25,000 and $100,000 be brought to the Board for approval. The contracts are listed on the Attachment hereto with the understanding that the Board may be willing to consider all of these contracts at one time, but if any member of the Board wishes to remove any one or more items from the list for separate consideration, each member will have that privilege.

SUMMARY: Amount: N/A Source of Funds: See Attached List Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A PATCO-15-018 New Business: June 17, 2015 Board Date: June 17, 2015 Consideration of Pending PATCO Contracts (Between $25,000 and $100,000)

RESOLUTION

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) – JUNE 17, 2015

Item# Vendor/Contractor Description Amount ProcurementMethod BidsReceived BidAmounts SourceofFunds 1 Hoppecke Batteries, Inc. Purchase of a single $31,763.00 Sole Source Provider, see attached 1. Hoppecke Batteries, Inc 1. $31,763.00 General Fund Hainesport, NJ point water filling system Sole Source Justification Memo Hainesport, NJ for Hoppecke NiCad marked as "Exhibit 1" Batteries for PATCO Equipment.

2 Billows Electric Supply Purchase of Fifty (50) $48,699.50 Competitive Formal Bid, IFB 15- 1. Billows Electric Supply 1. $48,669.50 FTA Funded 80% Haddon Heights, NJ Mongoose LED PATCO 0009 was publicly advertised and Haddon Heights, NJ PATCO Funded 20% Parking Lot Fixtures. issued to eight (8) prospective from General Fund bidders. Four (4) bids were received 2. Pemberton Electrical Supply 2. $49,246.50 and publicly opened on May 21, Lumberton, NJ 2015. 3. Graybar Electric Company 3. $51,900.00 Teterboro, NJ

4. Franklin Electric Supply 4. $52,450.00 Moorestown, NJ