DELAWARE RIVER PORT AUTHORITY PORT AUTHORITY …Apr 15, 2015 · Logistics Corp. for Access to DRPA Property at the Walt Whitman Bridge DRPA-15-045 Guided Technical Tours of DRPA

DELAWARE RIVERPORT AUTHORITY

&PORT AUTHORITY TRANSIT CORP.

April15, 2015 Board Meeting

Wednesday, April 15, 2015One Port Center

Board RoomCamden, NJ

9:00 a.m.

John Hanson, Chief Executive Officer

DRPA BOARD

DELAWARE RIVER PORT AUTHORITYBOARD MEETING

Wednesday, April 15, 2015ORDER OF BUSINESS

1. Swearing in of New Commissioner

2. Roll Call

3. Report of the CEO – April 2015

4. Report of the CFO

Key Performance Indicators

5. Approval of March 18, 2015 Board Meeting Minutes

6. Approval of April 1, 2015 Special Telephonic Board Meeting Minutes

7. Monthly List of Payments – Covering Month of March 2015

8. Monthly List of Purchase Orders and Contracts of March 2015

9. Unaudited Financial Statements for December 31, 2014

10. Approval of Finance Committee Minutes of April 1, 2015

11. Adopt Resolutions Approved by Finance Committee of April 1, 2015

DRPA-15-034 OPC Network Switch Replacement

DRPA-15-035 Disaster Recovery and Business ContinuityPlanning Services

DRPA-15-036 Renewal of DRPA/PATCO Commercial Non-BridgeProperty Policy

DRPA-15-037 Broker/Consultant for Health & Welfare Program

DRPA-15-038 Exercise of Option Year for Third Party AdministratorFor DRPA & PATCO Workers’ Compensation, GeneralLiability and Bodily Injury Claims

12. Approval of Audit Committee Minutes of April 1, 2015

13. Approval of Operations & Maintenance Committee Minutes of April 8, 2015

14. Adopt Resolutions Approved by Operations & Maintenance Committee of April 8,2015

DRPA-15-039 U.S. Route 130 Bridge Replacement overRaccoon Creek

DRPA-15-040 Sole Source Contracts for Construction &Construction Monitoring Services of Ramp DRoadway Restoration at the Betsy Ross Bridge

DRPA-15-041 Federal Transit Administration Section 5307/5340Grant Application

DRPA-15-042 Federal Transit Administration Section 5337 GrantApplication (formerly 5309)

DRPA-15-043 Public Safety Radio Five (5) Year Replacement Project(Year #3)

DRPA-15-044 Right of Entry and Related Agreements with the HoltLogistics Corp. for Access to DRPA Property at theWalt Whitman Bridge

DRPA-15-045 Guided Technical Tours of DRPA Bridge Facilities

15. Approval of Labor Committee Minutes of April 8, 2015

16. Adopt Resolution Approved by Labor Committee of April 8, 2015

DRPA-15-046 Organizational Structure and Staffing ResourceAnalysis

17. Unfinished Business

18. New Business

DRPA-15-047 Consideration of Pending DRPA Contracts (Between$25,000 and $100,000)

DRPA-15-048 Provision of Loan Guaranty to the Home Port Alliance(Battleship New Jersey)

19. Citizens Advisory Committee Report

19. Public Comment

20. Executive Session

21. Adjournment

CEO REPORT

APRIL 2015

Delaware River Port Authority

of Pennsylvania and New Jersey

One Port Center

2 Riverside Drive

Camden, New Jersey 08101-1949

April 15, 2015

To the Commissioners:

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

The following are examples of exemplary stewardship demonstrated by our DRPA and PATCO

employees

C&M Mechanics Patrick Fabbroni and William Sutherland, through our Motorist AssistanceProgram (M.A.P.), helped a motorist on the Walt Whitman Bridge. She wrote:

This morning as I was crossing the Walt Whitman Bridge, a rock flew out of a truck infront of me, and there was not much I could do. I ended up with a flat tire, and was ableto make it to the opposite side of the bridge right before the tolls. I was in the process ofcalling my roadside assistance when WWB Director Dan Auletto pulled up next to meand asked if I needed help. Within five minutes, Patrick and William arrived in a truck.They had my tire changed in no time and got me back on the road – I was able to make itto work on time, which I never thought would be possible.

They were timely, informative, and friendly. I greatly appreciated everything after therough start to my morning. Thank you and all of the Port Authority for your continuedhard work.

Heather Norris, Station Supervisor, helped a PATCO rider who got locked out of her car. Thecustomer wrote:

I ride PATCO daily into Philadelphia for work. This morning (3/30/15) I got to the trainstation and parked my car. I threw my keys into my bag and got out to walk around to theother side of my car to get my belongings and the car was completely locked. The lock

Report of the Chief Executive Officer

Stewardship

/Stewardship

button must have been triggered when I threw the keys into my bag. I had no access toanything in the car and no way to call anyone.

I used the emergency phone in the station and asked the person on the other end to getme a connection so I could call work to let them know I would be late. Heather then hadthem look up my insurance company phone number so I could call for lock-outassistance. Heather went above and beyond what you would expect these days. She wasmy angel today and she made what could have been a much worse situation not sodifficult. Help arrived in about 45 minutes and my car was unlocked and I was able to getto work.

The Ben Franklin Bridge was hit by not one but two lane-closing accidents on Easter Sunday.There was only one Plaza Supervisor on duty, Brian Everly, but he truly exemplified world-class stewardship by both handling the logistics of dealing with the incident and providinginformation and support to irate motorists.

Amidst steady traffic on an Easter Sunday, April 5th, around 2pm, there was a car fire on thewestbound Camden approach of the BFB. The bridge was closed to westbound traffic forover an hour so emergency responders could work; at one point, all but one of the eastboundlanes was also closed. During the closure, traffic at the toll lanes came to a complete stop.Some motorists were diverted to Camden side streets, but many were stuck at the toll plazafor almost an hour. Several motorists were extremely unpleasant about the situation.

The single Plaza Supervisor on duty, Brian Everly, quickly coordinated with police, bystopping toll collections, closing E-ZPass lanes, and reprogramming the lane lights to red. Hewas actively out in the toll lanes to check on collectors and conditions and help clear thePlaza where possible. During the full traffic stoppage, Brian went the extra step of walkingthrough several toll lanes, a few cars deep, speaking to motorists. He explained what washappening, encouraged their patience, and gave them an idea of how much longer it wouldbe, based on his contact with the duty sergeant. He also offered alternate directions to anotherbridge crossing, though most motorists elected to wait it out since they were concerned aboutgetting lost. Brian’s outreach to motorists surely helped quell some of the anger andunpleasantness.

Around 8:15pm, when Brian was preparing to leave for the day and turn the shift over to asingle nightshift supervisor, there was a separate four-vehicle incident on the westboundBFB. For the second time that day, there were traffic delays and a brief westbound stoppage.Despite an already long day, Brian stayed on for an hour past his own shift to provide on-sitesupport to the nightshift supervisor.

The Administration Division’s Efforts in Authority RebrandingCAO Toni P. Brown and her Administration Division staff have accepted my challenge to bethe lead division in the shaping, branding and roll-out of the Authority’s new “stewardship”vision. Their hard work over the last 10 months has resulted in a report with theirrecommendations on attracting, developing and retaining World-Class Stewards.Administration staff has emerged from the process more engaged and committed to theprinciples of true teamwork, collaboration and exemplary customer service.

I’d like to single out Mike Williams in our Corporate Communications Department for hisdesign work. He is working with a collaborative team that includes members from

Administration, Corporate Communications, IS and Finance as we move forward withrebranding. Some of the elements — a special login message on all employee computers;plasma screen updates; posters, signs and banners at all facilities — are already in place.Others, such as updates to our website and new stationery and business cards, are in theworks. You can see samples of these designs in the Board Room today.

Accomplishments of the Customer Service Department, Administration DivisionI would like to highlight the ongoing exemplary customer service provided by MariaMondile, the Manager of Customer Relations, and her only two full-time staffers, LauraHunter and Telete Garrison. In 2014, they processed approximately 16,000 customer calls.They provided direct and personal service to more than 12,000 customers — primarily bridgeand walkway users, E-ZPass account holders and participants in DRPA’s senior citizendiscount program — who called, wrote or emailed for assistance.

Our Customer Service staff resolves problems and answers inquiries courteously andexpediently. They exemplify one of the main tenets of the new Authority vision statement:our agency’s commitment to “building credibility, earning public trust and creating publicvalue.”

Printing Services Department, Administration DivisionAnother department deserving special recognition is Printing Services. Manager Fritz Simsand Senior Reproductive Technician Mike DiGiamberardino met many challenges in 2014after the department’s staff was reduced from five employees to two in March. Fritz andMike, the remaining staff, continue to meet all of the Authority’s printing needs; they alsocontinue to provide exemplary customer service to all departments at DRPA and PATCO.

One of their challenges has been – and continues to be – to support the PATCO Ben FranklinBridge New Track Rehabilitation Project by producing informational printed material for thepublic. Since the beginning of this project in January 2014, fifty-four (54) individual jobsinvolving 443,884 total pieces have been printed. Working together, the two committedstewards have produced 38,000 PATCO train schedules and 1,175 East & West Bound trainschedule station signs.

The jobs for the track rehab project are just some of the 1,148 jobs Printing Servicesproduced in 2014, which also include 230 large format printing projects, the conversion of403 files to be stored and read electronically, and 103 CDs with custom labels. Of the total1,148 jobs completed in 2014, 443 were also designed by Printing Services. In a costcomparison to outside commercial printers for six repetitive jobs, the department’s workresulted in a savings of $23,571.

Benefits Administration, Administration Divisiono On April 29, 2015, in conjunction with National Walk at Lunch Day, the Benefits

Administration Department will kick off the Authority’s annual Walking for Wellnessprogram. Employees will be encouraged to turn their working lunch into a walkinglunch.

o The department recently submitted an application for the Philadelphia BusinessJournal’s Healthiest Employer’s Award. Winners will be announced in April. TheAuthority received this award in 2012, 2013 and 2014.

Engineering

The project team involved in the Walt Whitman Bridge redecking project — the DelawareRiver Port Authority, AECOM, URS/Urban Engineers, and American Bridge Company —were recognized with the Honor Award by the American Council of Engineering Companiesat the 44th Engineering Excellence Awards Banquet. The multi-year, $140,000,000.00project to replace the roadway deck on the suspension span of the WWB was completed ontime and under budget.

Under CEO Emergency Powers

As a result of the tanker crash and fire at the Betsy Ross Bridge, Ramp D on February 23,2015, I approved work required for final roadway restoration on March 25, 2015. DRPAdoes not have the necessary equipment and manpower to perform the needed work. Theemergency contract authorization was approved to ensure that repairs are made in a timelyand effective manner. The amounts required are as follows:

o $79,992.00 for design services (from AECOM/JMT)o $588,761.90 for construction services (from IEW, which is the current contractor for

the BRB Resurfacing Project)o $46,048.00 for construction monitoring services (from JMT, which is currently

performing CM Services on BRB Resurfacing Project)o Total authorization: $714,801.90

I approved $25,000 for an emergency repair to the 8″ water main that feeds the Walt Whitman facility on March 26, 2015. This water main is the primary feed, and is needed tooperate the restrooms and also supply water to our boilers. JPC Group Inc. was called in dueto the location and depth (18′) of the pipe, which was such that special equipment was needed.

This main had previously been repaired by JPC Group, who replaced over 220 feet of 8″ pipe and added a valve box and shutoff valve in April 2014. However, the existing 8″ pipe, part of the original main, is in dire need of replacement in order to control water loss onto ourproperty and possibly the integrity of Ramp B, which services I-95 North to the WaltWhitman Bridge. We believe that the freezing of the ground this past winter has causedheaving, resulting in another leak somewhere at the tie-in point where the new pipe meets theold pipe.

Enterprise Resource Planning (ERP)

The Realization phase of the BOOST project is underway, with the team configuring,developing, testing and documenting the requirements defined in the Blueprint phase. In April,Quintel began Integration Test 1, which involves setting up the HP Quality Center to manage thetesting, as well as resolving initial issues with the test scripts. This testing is performed byQuintel with the DRPA staff observing, and it marks the first time that many of the DRPA teammembers will see the ERP system.

DRPA

The scripts are running well in many areas, such as Supply Chain and Payroll. Quintel continuesto review and scrub all data to ensure accuracy and minimize defects before entering data intoSAP. Functional teams continue to define roles for users in SAP and are in the process ofchoosing SAP “super users,” or subject matter experts. These super users will have access toSAP during the testing phase in order to provide feedback, and will help train staff in using SAP.

As the technical side is progressing, the project team is reviewing the levels of awareness aboutthe BOOST project among employees. We received 286 responses to our recent BOOSTAwareness Survey. After analyzing the results, we determined that while almost all OPCemployees are aware of the BOOST project, we need to increase communication efforts at thebridges and PATCO to ensure that those employees are aware how they will be affected. Theproject team has already met with over 200 employees during in-person briefings with variousdepartments, and meetings with the remaining departments are being scheduled.

In addition, the project team began creating a plan for communicating with, and providingassistance to, our vendors, who will need to update their contact and billing information beforewe migrate to SAP.

For a list of Bridge and Finance actions, see Attachment 1For a list of Personnel Actions, see Attachment 2

For a list of Contracts and Purchases, see Attachment 3For a list of Risk Management & Safety Actions, see Attachment 4

For the Affirmative Action Report, see Attachment 5For a list of Legal Statistics, see Attachment 6

____________________________________________________________

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

PATCO

REPORT OF THE CHIEF EXECUTIVE OFFICER

ATTACHMENT 1

BRIDGE AND FINANCE

Activity for the Month of March 2015

170Adults: Juv.: 8CDS Arrests: 39DWI Arrests:6,786Calls for Service:

TotalCBB BFB PATCO BRB WWB

CBB: BFB: PATCO: BRB: WWB: Arrests NJ: Arrests PA:2 63 54 3 45 136 30

Total Arrests: 170

Incident Type

BFB: PATCO: BRB: WWB:2 13 2 3 5CBB:Reportable Accidents:

BFB: PATCO: BRB: WWB:CBB:Non Reportable Accidents:

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

0 12 2 1 17

0 3 0 0 1

Arrests:

26 Assist-Routine PD Backup 1,52667 562 342 108 447

33 MV Stop 1,423120 531 94 195 482

25x Insufficient Funds 4442 1 5 1 433

302 Security Check 39930 40 136 84 109

25 Escort 365172 30 44 116

47 Disabled MV 35437 98 7 64 148

35X Motorist Aid/Service To Patron 28515 52 127 14 77

50X BREAK/LEAVING PROPERTY 22016 101 16 27 58

88X Parking Viol./Compl. 19411 182

90 Other PD Assist 17715 37 89 13 23

46 Construction/Trades Backup 16219 88 4 31 19

91 Ped Investigation/Stop 13718 116

86 Removal 1171 116

15 MV Accident 764 31 4 8 29

82 Notification 741 17 49 7

302 Security Check/Detail 734 8 48 7 6

84 Check On Subject 6812 48 5 3

79 Roadway Hazard/Station Hazard 6111 14 8 28

50X Leaving Jurisdiction 584 20 15 2 17

33C CVI Stop 512 13 9 27

58 Drivers License Check 353 32

8 911 Hang Up/Mis-Dial 311 8 19 3

999 Generated In Error 293 3 6

80 Break 296 12 1 2 8

78X Toll Evasion/TOS 2913 7 1 8

60 Stolen Check/Wanted 283 7 17 1

59 MV Look Up 263 12 8 3

56 Med Emerg/Injury Report 2621 1 4





Total Arrests: 170

Incident Type




0 12 2 1 17

0 3 0 0 1

Arrests:

25T Fare Problem 2624 2

12 Suspicious Person/Activity/Event 266 16 1 3

341 Lost/Found Property 251 23 1

25EZ Easy Pass Redirect 221 1 20

309 Special Detail 152 10 1 2

81 General Complaint 142 2 8 1 1

214 Court/Case Disposition 148 2 4

101 BOLO 121 4 6 1

10 Investigation/Follow-Up 102 8

302K K9 Sweep 91 7 1

29 Alarm Activation 93 6

71 Fight/Disturbance 81 6 1

52 Erratic Driver/Unfit Motorist 77

56 Medical Emerg/Injury Report 66

38 Transport Courtesy 63 1 2

310 Bridge Damage/PATCO Damage 51 1 1 2

83 Counterfeit 42 1 1

79X Debris Strike 41 3

78 Toll Dispute 41 3

65 Vandalism/Criminal Mischief 44

34 Investigate/Suspicious Vehicle 41 3

TRN Train Problem Equipment/Mechanical 33

98 Panhandling/Soliciting 33

96 Slow Traffic 31 1 1

74 Suicide Attempt 32

50X Break/Leaving Property 32 1

49 Investigate Location Conditions 31 2

25R Revenue Escort 33





Total Arrests: 170

Incident Type




0 12 2 1 17

0 3 0 0 1

Arrests:

16 Hit & Run 32 1

83X Car Wash 21 1

77 Domestic 21 1

76 Missing Person 21 1

67 Mentally Disturbed 22

53 Abandoned Vehicle 22

48 Minor Incident 21

17X Open/Secured Property 22

11 Fire 22

80 Meal Break 11

70 Animal Complaint 11

49X Inspection Report 11

312 Complaint against DRPA 11

18 Robbery 11

17 Breaking & Entering 11

0

ATTACHMENT 1

FINANCE

REVENUE AUDIT

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

2014 2015

Cash Revenue $6,761,729.70 $6,949,582.76

ETC Revenue $14,723,516.72 $15,270,881.50

Total Revenue $21,485,246.42 $22,220,464.26

Non ETC Traffic 1,239,128 1,275,434

ETC Traffic 2,199,923 2,268,333

Total Traffic 3,439,051 3,543,767

DELAWARE RIVER PORT AUTHORITY Attachment 1

TRAFFIC & BRIDGE TOLL FIGURES

FOR THE PERIODS INDICATED

MONTH OF JANUARY TRAFFIC BRIDGE TOLLS

-----2015----- -----2014-----INC/(DEC) INC/(DEC)

TRAFFIC TOLLS TRAFFIC TOLLS % AMOUNT % AMOUNT

BEN FRANKLIN 1,325,307 $7,372,309.22 1,322,308 $7,357,490.40 0.23 2,999 0.20 $14,818.82

WALT WHITMAN 1,374,799 8,658,674.43 1,294,436 8,147,907.16 6.21 80,363 6.27 510,767.27

COMMODORE BARRY 470,247 3,634,429.81 461,692 3,512,935.38 1.85 8,555 3.46 121,494.43

BETSY ROSS 373,414 2,555,404.80 360,615 2,467,327.48 3.55 12,799 3.57 88,077.32

3,543,767 $22,220,818.26 3,439,051 $21,485,660.42 3.04 104,716 3.42 $735,157.84

`

YEAR TO DATE TRAFFIC BRIDGE TOLLS

1/1/15 TO 1/31/15 1/1/14 TO 1/31/14

INC/(DEC) INC/(DEC)

TRAFFIC TOLLS TRAFFIC TOLLS % AMOUNT % AMOUNT

BEN FRANKLIN 1,325,307 $7,372,309.22 1,322,308 $7,357,490.40 0.23 2,999 0.20 $14,818.82

WALT WHITMAN 1,374,799 8,658,674.43 1,294,436 8,147,907.16 6.21 80,363 6.27 510,767.27

COMMODORE BARRY 470,247 3,634,429.81 461,692 3,512,935.38 1.85 8,555 3.46 121,494.43

BETSY ROSS 373,414 2,555,404.80 360,615 2,467,327.48 3.55 12,799 3.57 88,077.32

TOTALS 3,543,767 $22,220,818.26 3,439,051 $21,485,660.42 3.04 104,716 3.42 $735,157.84

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

Distribution: John Hanson

Jim White

SCHEDULE 1

Contract 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$ 79.4% 2,143,004$ -$ 1,786,974$ 4 356,030$

MODJESKI & MASTERS, INC

(DRPA-14-011) 2014 Biennial Inspection - BFB 520,000 92.3% 479,803 24,999 410,196 7-9 44,608

Brinkerhoff Environmental Services, Inc.

(DRPA-14-030) Remedial Investigation for New Jersey Sites 489,379 65.4% 320,018 28,482 230,867 5 60,668 HNTB Corporation

(DRPA-11-094) CBB New Jersey Approach Pavement Rehabilitation - Design Services 87,062 75.6% 65,829 0 38,581 7 27,249

(DRPA-12-080) BFB PATCO Track Rehabilitation - C.M.S. for Contract No. 21-E 8,251,034 66.7% 5,502,225 523,222 4,757,459 25 221,544

Ammann & Whitney

(DRPA-11-038) BRB Resurfacing Design Services 754,653 93.5% 705,694 2,726 692,377 18 10,592

Jacobs Engineering Group, Inc.

(DRPA-11-094) DRPA/PATCO RF Coverage Enhancement Design Services 51,744 29.8% 15,427 0 13,656 5 1,771

(DRPA-14-048) General Engineering Support 89,442 86.7% 77,528 0 27,629 3 & 4 49,899

Hatch Mott MacDonald

(DRPA-11-094) Environmental Assessments of AWB Parcels - Gateway Park Project 98,500 5.7% 5,591 0 0 1 5,591

Pennoni Associates

(DRPA-13-081) PATCO Outbound Study 1,738,212 66.6% 1,157,818 75,217 1,028,603 17 53,998

(DRPA-11-094) Task Order # EG4408 BRB Remedial Investigation for Historic Fill 8,249 100.0% 8,247 0 7,850 7 397

STV Inc.

(DRPA-11-094) PATCO Fleet Rehab Support Services 88,282 67.3% 59,415 0 0 1 & 2 59,415

(DRPA-11-094) Task Order # TT4312 Franklin Square Station Reopening Cost & Ridership Study 34,902 84.0% 29,316 0 10,268 3 & 4 19,048

A.P. Construction, Inc.

(DRPA-12-010) PATCO Escalator Replacements at Woodcrest, 12th-13th & 15th-16th & Locust Stations 4,718,000 94.5% 4,459,800 344,690 4,001,348 17 113,763

Burns Engineering, Inc.

(DRPA-11-094) Task Order # EM4217 Replace CBB 4160V/480V Main Span Conduit & Cable 99,225 99.3% 98,501 0 96,974 11 1,527

(DRPA-12-011) Escalator Replacements at Woodcrest, 12th & 13th & Locust Streets 718,383 93.7% 673,104 67,310 597,001 35 8,793

Gannett Fleming, Inc.

(CEO EMERGENCY AG.) PATCO Track Circuit Modification, Design & Construction Monitoring Services 563,114 32.6% 183,347 16,147 161,318 3 5,881

Alstom

(DRPA-10-154) PATCO Transit Car Overhaul 194,197,337 23.1% 44,805,633 2,240,282 41,067,581 24 1,497,770

AECOM (Formerly DMJM & Harris, Inc.)

(DRPA-11-094) Priority BRB Box Chord Repairs 76,359 47.5% 36,299 0 0 1 36,299

(DRPA-14-013) 2014 Biennial Inspection - CBB 523,000 91.0% 475,809 23,825 434,700 6 17,284

April 15, 2015

BRIDGES AND PATCO SYSTEM

SUMMARY OF AUTHORIZED CONTRACT AND ENGINEERING PAYMENTS

ARTICLE XII-C, SECTION 5

Completed Work (Billed)

1



April 15, 2015





Remington & Vernick Engineers, Inc.

(DRPA-11-094) BFB Miscellaneous ROW Repairs 42,647 50.1% 21,366 0 20,309 5 1,057

(DRPA-13-058) BFB 5th Street Vehicular Tunnel Rehabilitation 128,834 84.5% 108,858 8,833 97,445 18 & 19 2,580

(DRPA-11-094) Task Order # EM4210 BFB Standpipe Repairs - Phase II 95,100 65.1% 61,929 0 60,038 14 1,891

(DRPA-11-094) WWB Gusset Plate Rehabilitation Project 95,842 85.4% 81,814 0 61,717 5 20,097

(DRPA-11-094) BFB Administration, Maintenance & Annex Building Roof Replacement 45,616 47.1% 21,468 0 18,551 6 & 7 2,917

Johnson, Mirmiran & Thompson

(DRPA-14-098) Resurfacing & Approach Roadway Rehabilitation 1,158,404 1.1% 12,659 837 5,953 2 5,869

Quintel-MC, Inc.

(DRPA-14-072) ERP Software, Implementation, Hosting, & Support Services 14,388,298 28.3% 4,067,508 0 3,532,850 4 534,658

Sowinski Sullivan Architects

(DRPA-13-080) Design Services for Installing Elevators in Remaining PATCO Stations 1,858,200 54.8% 1,017,508 40,207 962,741 11 14,560

Interstate Mobile Care

(DRPA-14-103) DOT CDL & FTA Physicals 540,000 2.9% 15,594 0 13,784 13003 1,810

LAZ Parking

(DRPA-13-095) Temporary Toll Collectors 2,826,951 38.0% 1,075,633 0 1,061,146 VARIOUS 14,487

Benefit Harbor, LP

(DRPA-14-104) Benefits Consulting Services 242,934 2.2% 5,405 0 0 VARIOUS 5,405

Railroad/Iron Bridge - A Joint Venture

(DRPA-13-079) Benjamin Franklin Bridge PATCO Track Rehabilitation 102,800,314 70.4% 72,401,920 6,325,421 65,288,896 19 787,603

Watts Window Cleaning & Janitorial Co.

(DRPA-13-091) Custodial Services 777,612 40.0% 311,054 0 290,336 1720 20,718

Canon Financial Services, Inc.

(DRPA-11-027) Canon Copier Equipment - Lease Payment 382,260 60.0% 229,356 0 222,985 1464281 6,371

(DRPA-11-027) Canon Copier Equipment - Uniform Software Payment 73,669 61.8% 45,494 0 44,267 14659802 1,228

Networkfleet, Inc.

(DRPA-13-085) Fuel Management System Upgrade GPS 123,479 55.2% 68,156 0 63,456 OSV0-229238 4,700

Grant Thornton LLP

(DRPA-12-050) ERP Consulting Services 2,625,470 53.0% 1,390,205 0 1,285,710 VARIOUS 104,495

Total Contract and Engineer Payments 4,122,570$

2


ATTACHMENT 2

PERSONNEL ACTIONS

DELAWARE RIVER PORT AUTHORITYACTIONS OF THE CHIEF EXECUTIVE OFFICER

COMMISSION MEETING APRIL 15, 2015ARTICLE XII-A

ATTACHMENT 2

PERSONNEL

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

Jack J. Peffer Temporary No Benefits Eff: 03/06/15 to 06/05/15Finance DivisionRevenue Audit (OPC)

Phoebe E. Heeney Temporary No BenefitsOperations DivisionFleet Manager & Foreman (North)

Eff: 03/10/15 to 06/12/15

APPOINTMENTS

John J. Florich Electrical Technician Eff: 03/23/15Operations DivisionConstruction & Maintenance (BRB)

Ryan S. Kehoe Electrical Technician Eff: 03/23/15Operations DivisionConstruction & Maintenance (BRB)

Vincent W. Harple, Jr. C&M Mechanic Eff: 03/23/15Operations DivisionConstruction & Maintenance (BRB)

George J. Zisis Building Services Clerk Eff: 03/23/15Administration DivisionMail Room (OPC)

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION

George L. Byrd From: Highway Foreman To: Acting MaintenanceOperations Division ForemanConstruction & Maintenance (BFB) Operations Division

Construction & Maintenance(BFB)Eff: 03/07/15 to 03/20/15

Actions of the Chief Executive OfficerCommission Meeting of 04/15/15Page 2 of 4

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION - continued

Karen A. Fanning From: Administrative Coordinator To: Acting InsuranceAdministration Division AdministratorBenefits Administration (OPC) Administration Division

Benefits Administration (OPC)Eff: 03/07/15 to 09/04/15

Orville Parker, III From: Manager, Budget/FinancialAnalysisFinance DivisionBudget/Financial Analysis (OPC)

To: Acting Director, RevenueFinance DivisionDirector, Revenue’s Office(OPC)Eff: 03/07/15 to 06/05/15

Edward C. Smith From: Electrical Technician To: Acting Electrical ForemanOperations Division Operations DivisionConstruction & Maintenance (CBB) Construction & Maintenance

(CBB)Eff: 03/07/15 to 05/01/15

Erin M. Watterson From: Administrative SecretaryOperations DivisionBridge Director's Office (BRB)

To: Acting AdministrativeCoordinatorOperations DivisionFleet Operations (BFB)Eff: 03/07/15 to 04/17/15

Christina M. Maroney From: Manager, Special ProjectsExecutive DivisionRegional Development/RealEstate (OPC)

To: Acting Director, StrategicInitiativesExecutive DivisionOffice of the CEO (OPC)Eff: 03/14/15 to 09/11/15

Gary W. Thorpe From: Fleet Service Mechanic To: Acting Auto TechnicianOperations Division Operations DivisionFleet Operations (BFB) Fleet Operations (BFB)

Eff: 03/14/15 to 05/15/15

Daniel P. Tomarchio From: Auto Technician To: Acting Fleet Shop Manager -Operations Division NorthFleet Operations (BFB) Operations Division

Fleet Operations (North)Eff: 03/14/15 to 05/15/15

Jose A. Espino From: Corporal of Police To: Acting Sergeant of PolicePublic Safety Division Public Safety DivisionPublic Safety (WWB) Public Safety (Transit Unit)

Eff: 03/21/15 to 06/19/15


TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION - continued

Jessica E. Gabe From: Police Officer To: Acting Corporal of PolicePublic Safety Division Public Safety DivisionPublic Safety (BFB) Public Safety (WWB)

Eff: 03/21/15 to 06/19/15

Daniel M. Grazioli From: Police Officer To: Acting Corporal of PolicePublic Safety Division Public Safety DivisionPublic Safety (BFB) Public Safety (WWB)

Eff: 03/21/15 to 06/19/15

Timothy M. Hoagland From: Corporal of Police To: Acting Sergeant of PolicePublic Safety Division Public Safety DivisionPublic Safety (Transit Unit) Public Safety (BRB)

Eff: 03/21/15 to 06/19/15

William C. Kephart, Jr. From: Police Officer To: Acting Corporal of PolicePublic Safety Division Public Safety DivisionPublic Safety (CBB) Public Safety (CBB)

Eff: 03/21/15 to 06/19/15

Selina C. Thompkins From: Administrative Secretary To: Acting AdministrativeAdministration Division CoordinatorBenefits Administration (OPC) Administration Division

Benefits AdministrationEff: 03/21/15 to 09/25/15

Michael D. Williams From: Graphic Design Administrator To: Acting Manager, CorporateExecutive Division CommunicationsCorporate Communications & Executive DivisionCommunity Relations (OPC) Corporate Communications &

Community Relations (OPC)Eff: 03/28/15 to 09/25/15

Joseph F. Morrow From: Maintenance Technician To: Acting MaintenanceOperations Division ForemanConstruction & Maintenance (BFB) Operations Division

Construction & Maintenance(BFB)Eff: 03/28/15 to 05/22/15


PROMOTIONS

Dawn L. Hillman From: Administrative Coordinator To: User Support AdministratorOperations Division Executive DivisionFleet Manager & Foreman (North) Information Services -

Production Systems (OPC)Eff: 03/07/15

INTERAGENCY PROMOTION to PATCO - from DRPA - None

INTERAGENCY TRANSFERS to PATCO - from DRPA - None

INTERAGENCY TRANSFERS to DRPA - from PATCO - None

TRANSFERS - DEPARTMENTAL - None

RETIREMENTS - None

RESIGNATIONS - None

DECEASED - None


ATTACHMENT 3

CONTRACTS AND PURCHASES

April 15, 2015 1

ACTIONS OF THE CHIEF EXECUTIVE OFFICERARTICLE XII-C

ATTACHMENT 3CONTRACTS AND PURCHASES

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

Purchase Order P15L0010, Lindsay Transportation Solutions Sales & Services, LLC.Omaha, NE. Purchase Contract for Permanent Barrier 300 Series. Contract Value:$14,420.00 (Sole Source).

Purchase Order P15P0080, Control Group Companies, LLC. Cranford, NJ. PurchaseContract for Clear Plastic Tamper Resistant Deposit Bags. Contract Value: $14,610.00.(Low Bid of 1, 4 Vendors Solicited).

Purchase Order P15P0123, South Camden Iron Works. Mickleton, NJ. Purchase Contractfor Fencing Materials. Contract Value: $22,413.43. (Low Bid of 2, 4 Vendors Solicited).

Purchase Order P15S0054, Computech International. Great Neck, NY. Purchase Contractfor In-Car Video Cameras for Public Safety. Contract Value: $20,856.00. (GSA Contract).

Purchase Order P15S0053, Intercon Truck Equipment Inc. Boothwyn, PA. PurchaseContract for Omaha Standard 96V Utility Body. Contract Value: $17,850.00. (StateContract).

Purchase Order P15P0129, Praxair Distributor Mid Atlantic LLC DBA GTS Welco.Philadelphia, PA. Purchase Contract for Plasmacam Robotic Cutting Machine andAccessories. Contract Value: $18,521.00. (Low Bid of 1, 7 Vendors Solicited).

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 SystemsAs follows: (see accompanying Schedule 1)

Contracts and Engineers: $4,122,570.16

April 15, 2015 2

2015 CAPITAL BUDGET

2015 Capital Budget – Realignment of Funds – From Schedule T: Technology Projects &Equipment – Miscellaneous Hardware and Software T15000 to Schedule T: TechnologyProjects & Equipment – BFB 4th Street Garage Comm. Room. This Funding Will be Usedto Rehab the 4th Street Garage to Create a Separate & Clean Room for the New BFB FiberTermination Pont and the Corresponding Network Equipment. Budget Amount: $10,000.00.

2015 Capital Budget – Realignment of Funds – From PATCO: DRPA Funded – PATCOStation Enhancements PD1503 to PATCO: DRPA Funded – Lindenwold Station – East EndStairwell Concrete Repairs. This Funding Will be Used to Repair Concrete Spall on ExistingConcrete Beam Supporting the East End Stairwell at Lindenwold Station. Budget Amount:$30,000.00.

SCHEDULE 1



American Bridge Company

(DRPA-14-121) WWB Suspension Span Stiffening Truss 2,700,000$ 79.4% 2,143,004$ -$ 1,786,974$ 4 356,030$

MODJESKI & MASTERS, INC

(DRPA-14-011) 2014 Biennial Inspection - BFB 520,000 92.3% 479,803 24,999 410,196 7-9 44,608

Brinkerhoff Environmental Services, Inc.

(DRPA-14-030) Remedial Investigation for New Jersey Sites 489,379 65.4% 320,018 28,482 230,867 5 60,668 HNTB Corporation

(DRPA-11-094) CBB New Jersey Approach Pavement Rehabilitation - Design Services 87,062 75.6% 65,829 0 38,581 7 27,249

(DRPA-12-080) BFB PATCO Track Rehabilitation - C.M.S. for Contract No. 21-E 8,251,034 66.7% 5,502,225 523,222 4,757,459 25 221,544

Ammann & Whitney

(DRPA-11-038) BRB Resurfacing Design Services 754,653 93.5% 705,694 2,726 692,377 18 10,592

Jacobs Engineering Group, Inc.

(DRPA-11-094) DRPA/PATCO RF Coverage Enhancement Design Services 51,744 29.8% 15,427 0 13,656 5 1,771

(DRPA-14-048) General Engineering Support 89,442 86.7% 77,528 0 27,629 3 & 4 49,899

Hatch Mott MacDonald

(DRPA-11-094) Environmental Assessments of AWB Parcels - Gateway Park Project 98,500 5.7% 5,591 0 0 1 5,591

Pennoni Associates

(DRPA-13-081) PATCO Outbound Study 1,738,212 66.6% 1,157,818 75,217 1,028,603 17 53,998

(DRPA-11-094) Task Order # EG4408 BRB Remedial Investigation for Historic Fill 8,249 100.0% 8,247 0 7,850 7 397

STV Inc.

(DRPA-11-094) PATCO Fleet Rehab Support Services 88,282 67.3% 59,415 0 0 1 & 2 59,415

(DRPA-11-094) Task Order # TT4312 Franklin Square Station Reopening Cost & Ridership Study 34,902 84.0% 29,316 0 10,268 3 & 4 19,048

A.P. Construction, Inc.

(DRPA-12-010) PATCO Escalator Replacements at Woodcrest, 12th-13th & 15th-16th & Locust Stations 4,718,000 94.5% 4,459,800 344,690 4,001,348 17 113,763

Burns Engineering, Inc.

(DRPA-11-094) Task Order # EM4217 Replace CBB 4160V/480V Main Span Conduit & Cable 99,225 99.3% 98,501 0 96,974 11 1,527

(DRPA-12-011) Escalator Replacements at Woodcrest, 12th & 13th & Locust Streets 718,383 93.7% 673,104 67,310 597,001 35 8,793

Gannett Fleming, Inc.

(CEO EMERGENCY AG.) PATCO Track Circuit Modification, Design & Construction Monitoring Services 563,114 32.6% 183,347 16,147 161,318 3 5,881

Alstom

(DRPA-10-154) PATCO Transit Car Overhaul 194,197,337 23.1% 44,805,633 2,240,282 41,067,581 24 1,497,770

AECOM (Formerly DMJM & Harris, Inc.)

(DRPA-11-094) Priority BRB Box Chord Repairs 76,359 47.5% 36,299 0 0 1 36,299

(DRPA-14-013) 2014 Biennial Inspection - CBB 523,000 91.0% 475,809 23,825 434,700 6 17,284

April 15, 2015





1



April 15, 2015





Remington & Vernick Engineers, Inc.

(DRPA-11-094) BFB Miscellaneous ROW Repairs 42,647 50.1% 21,366 0 20,309 5 1,057

(DRPA-13-058) BFB 5th Street Vehicular Tunnel Rehabilitation 128,834 84.5% 108,858 8,833 97,445 18 & 19 2,580

(DRPA-11-094) Task Order # EM4210 BFB Standpipe Repairs - Phase II 95,100 65.1% 61,929 0 60,038 14 1,891

(DRPA-11-094) WWB Gusset Plate Rehabilitation Project 95,842 85.4% 81,814 0 61,717 5 20,097

(DRPA-11-094) BFB Administration, Maintenance & Annex Building Roof Replacement 45,616 47.1% 21,468 0 18,551 6 & 7 2,917

Johnson, Mirmiran & Thompson

(DRPA-14-098) Resurfacing & Approach Roadway Rehabilitation 1,158,404 1.1% 12,659 837 5,953 2 5,869

Quintel-MC, Inc.

(DRPA-14-072) ERP Software, Implementation, Hosting, & Support Services 14,388,298 28.3% 4,067,508 0 3,532,850 4 534,658

Sowinski Sullivan Architects

(DRPA-13-080) Design Services for Installing Elevators in Remaining PATCO Stations 1,858,200 54.8% 1,017,508 40,207 962,741 11 14,560

Interstate Mobile Care

(DRPA-14-103) DOT CDL & FTA Physicals 540,000 2.9% 15,594 0 13,784 13003 1,810

LAZ Parking

(DRPA-13-095) Temporary Toll Collectors 2,826,951 38.0% 1,075,633 0 1,061,146 VARIOUS 14,487

Benefit Harbor, LP

(DRPA-14-104) Benefits Consulting Services 242,934 2.2% 5,405 0 0 VARIOUS 5,405

Railroad/Iron Bridge - A Joint Venture

(DRPA-13-079) Benjamin Franklin Bridge PATCO Track Rehabilitation 102,800,314 70.4% 72,401,920 6,325,421 65,288,896 19 787,603

Watts Window Cleaning & Janitorial Co.

(DRPA-13-091) Custodial Services 777,612 40.0% 311,054 0 290,336 1720 20,718

Canon Financial Services, Inc.

(DRPA-11-027) Canon Copier Equipment - Lease Payment 382,260 60.0% 229,356 0 222,985 1464281 6,371

(DRPA-11-027) Canon Copier Equipment - Uniform Software Payment 73,669 61.8% 45,494 0 44,267 14659802 1,228

Networkfleet, Inc.

(DRPA-13-085) Fuel Management System Upgrade GPS 123,479 55.2% 68,156 0 63,456 OSV0-229238 4,700

Grant Thornton LLP

(DRPA-12-050) ERP Consulting Services 2,625,470 53.0% 1,390,205 0 1,285,710 VARIOUS 104,495

Total Contract and Engineer Payments 4,122,570$

2

ATTACHMENT 3

MONTHLY REPORTGENERAL PROCUREMENT ACTIVITY

During the month of March there were 79 Purchase Orders awarded totaling$632,995.13.

Approximately 45.37% or $287,188.24 of the monthly dollar total was madeavailable to MBE and WBE’s, representing 44.30% or 35 of the monthly totalnumber of Purchase Orders.

Of the total monthly procurement available to MBE’s and WBE’s, approximately9.67% or $27,767.00 was awarded to MBE’s and approximately 8.1% or $23,253.50was awarded to WBE’s.

Of the total number of Purchase Orders available to MBE’s and WBE’s,approximately 62.86% or 22 Purchase Orders were awarded to MBE’s andapproximately 5.71% or 2 Purchase Orders were awarded to WBE’s.

Page 1


ATTACHMENT 4

RISK MANAGEMENT & SAFETY

1

DELAWARE RIVER PORT AUTHORITYINTEROFFICE COMMUNICATION

To: Toni P. Brown, Chief Administrative Officer

From: Marianne Staszewski, Director Risk Management & Safety

Subject: Risk Management & Safety March Activity Report

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

Contractor Meetings Attended By Risk Management & Safety

DATE CONTRACTOR DRPA CONTRACT NO. PROJECT/WORK AREA

3/4American

Bridge BR-16-2014Pre-Construction Meeting- Betsy Ross Bridge & I-95 InterchangeImprovements

3/17American

Bridge BR-16-2014Kick-off Safety Meeting- Betsy Ross Bridge & I-95 InterchangeImprovements

3/10 CB-29-2014 Pre-Bid Meeting - CBB Admin Building Switchgear Replacement

3/23 RCC PATCO 21-E Zero Tolerance Training

Safety Meetings Attended By Safety Specialists * attended by Director of Risk Management

DATE NAME OF MEETING

3/3Meeting with Safety Staff and Training & Employee Development Administrator regarding 2015 SafetyDepartment Training Requests

3/9, 3/23 Bi-weekly conference call with Safety & Construction & Maintenance Supervisors and Fleet Managers

3/10 Monthly Work Place Safety Meeting at the BFB

3/10 * Monthly Incident Accident Investigation Committee meeting

3/12 * Attended event “No Shop Talk Moment”

3/18 Monthly Rules and Procedures Safety Subcommittee Meeting

3/19, 3/26 * Staff meeting with Safety Specialists & Director of Risk Management regarding 2015 training initiatives

3/19 * Monthly staff meeting with the Director of Risk Management

3/19 * Division Staff Meeting

3/23 * Monthly Risk Management & Safety Staff meeting with CAO

3/25 *Meeting with Risk Management, Claims Administration, Contract Administration, Safety and HRSstaff regarding WorkNet and Interstate Mobile Care Procedures

3/25 Monthly Programs & Activities Subcommittee meeting

3/25 * Central Safety & Health Committee meeting

3/25 Monthly Environmental Coordination Meeting

3/26 * ERP Division Briefing

Risk Management Meetings Attended By Risk Management

3/2Conference call with Director of Risk Management, CAO, General Counsel, AON and AIG on variouslitigated claims

3/4, 3/13, 3/30 Weekly staff meetings with CAO

3/9 Meeting with DRPA Real Estate Working Group

3/10Conference call with DRPA Associate General Counsel and Selective adjuster regarding a litigatedautomobile claim

3/20 Monthly Senior Staff meeting

3/23Conference call with Director of Risk Management, AON and defense attorney regarding OCIPlitigated Workers’ Compensation case

3/30 Mandatory Division Agenda Review Meeting

2

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

Training Coordinated or Conducted by DRPA Safety - * Attended By Risk Management & Safety

DATE TYPE OF TRAINING

3/11Monthly Mandatory OSHA Training “Powered Platforms, Man lifts, and Vehicle-Mounted WorkPlatforms” conducted by DRPA Safety staff at the WWB

3/11, 3/16 Defensive Driving Training conducted by DRPA Safety at the OPC

3/13Monthly Mandatory OSHA Training “Powered Platforms, Man lifts, and Vehicle-Mounted WorkPlatforms” conducted by DRPA Safety staff at the CBB

3/20Monthly Mandatory OSHA Training “Powered Platforms, Man lifts, and Vehicle-Mounted WorkPlatforms” conducted by DRPA Safety staff at the BRB

3/23 New Hire Safety Orientation conducted by DRPA Safety

3/24 New Hire Defensive Driving Training conducted by DRPA Safety at the OPC

3/27Monthly Mandatory OSHA Training “Powered Platforms, Man lifts, and Vehicle-Mounted WorkPlatforms” conducted by DRPA Safety staff at the BFB

3/31 Workplace Violence Awareness Training WWB and BFB

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

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

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

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

Risk Management reviewed and recommended the inclusion of proper insurance requirements on variousRequests 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 February;“Eye Wellness”.

The Director of Risk Management attended the quarterly OCIP Claim Services Review Meeting inWilmington, Delaware with DRPA Acting General Counsel, AIG claims specialists, and Turner SuretyInsurance Brokerage.


ATTACHMENT 5

AFFIRMATIVE ACTION REPORT

DRPA AFFIRMATIVE ACTION REPORT QUARTER ENDING: March 31, 2015

POs MBE/WBE AWARDED

TOTAL $ VALUE AVAILABLE FOR BID BY MBEs/WBEs THIS QUARTER:

$ MBE/WBE AWARDED MBE- WBE- 6.2%

goods and supplies

procurement card (p-card)

$606,295.33

20.3% AWARDED

14.1%

$122,856.24 TOTAL:

MBE: $37,464.91 $85,391.33

TOTAL # POs AWARDED TO ALL VENDORS THIS QUARTER:

275 MBE- WBE-

14.5% AWARDED 40 TOTAL:

MBE: 33 7 2.5% 12.0%

WBE:

WBE:

TOTAL $ P-CARD PURCHASES

$367,917.87

TOTAL P-CARD TRANSACTIONS

1,475

$ MBE/WBE/VOB AWARDED

TOTAL MBE/WBE/VOB TRANSACTIONS

5.4%

AWARDED

AWARDED

2.0%

MBE- WBE- VOB-

MBE- WBE- VOB-

KEY:

0.4% 4.2% 0.8%

0.2% 1.7% 0.1%

MBE: WBE:

VOB:

TOTAL:

WBE: MBE: VOB:

TOTAL:

PO=PURCHASE ORDER

MBE=MINORITY BUSINESS ENTERPRISE

WBE=WOMEN BUSINESS ENTERPRISE

VOB=VETERAN OWNED BUSINESS

$1,648.44 $15,355.94

$3,015.00

$20,019.38

3

2

25

30

DELAWARE RIVER PORT AUTHORITY AFFIRMATIVE ACTION SCORECARDATTACHMENT 5

QUARTER ENDING MARCH 31, 2015

CURRENT UTILIZATION

EEO CATEGORIES TOTAL BLACK or HISPANIC AMERICAN INDIAN TWO TOTAL

EMPLOYEES FEMALE AFRICAN or ASIAN or or MINORITY

AMERICAN LATINO ALASKA NATIVE MORE RACES

# % # % # % # % # % # % # %

OFFICIALS &

MANAGERS 64 14 22% 9 14% 1 2% 1 2% 0 0% 0 0% 11 17%

PROFESSIONALS 88 36 41% 23 26% 6 7% 4 5% 0 0% 0 0% 33 38%

TECHNICIANS 20 5 25% 1 5% 0 0% 2 10% 0 0% 0 0% 3 15%

SERVICE WORKERS 134 9 7% 18 13% 9 7% 0 0% 0 0% 0 0% 27 20%

OFFICE & CLERICAL 119 57 48% 33 28% 2 2% 0 0% 0 0% 2 2% 37 31%

CRAFT WORKERS

(SKILLED) 136 4 3% 5 4% 5 4% 1 1% 0 0% 0 0% 11 8%

TOTALS 561 125 22% 89 16% 23 4% 8 1% 0 0.00% 2 0.36% 122 22%

QUARTER ENDING DECEMBER 31, 2014

CURRENT UTILIZATION

EEO CATEGORIES TOTAL BLACK or HISPANIC AMERICAN INDIAN TWO TOTAL

EMPLOYEES FEMALE AFRICAN or ASIAN or or MINORITY

AMERICAN LATINO ALASKA NATIVE MORE RACES

# % # % # % # % # % # % # %

OFFICIALS &

MANAGERS 67 14 21% 9 13% 1 1% 1 1% 0 0% 0 0% 11 16%

PROFESSIONALS 91 37 41% 23 25% 6 7% 4 4% 0 0% 0 0% 33 36%

TECHNICIANS 18 3 17% 1 6% 0 0% 2 11% 0 0% 0 0% 3 17%

SERVICE WORKERS 135 9 7% 18 13% 9 7% 0 0% 0 0% 0 0% 27 20%

OFFICE & CLERICAL 118 58 49% 32 27% 2 2% 0 0% 0 0% 2 2% 36 31%

CRAFT WORKERS

(SKILLED) 135 4 3% 5 4% 5 4% 1 1% 0 0% 0 0% 11 8%

TOTALS 564 125 22% 88 16% 23 4% 8 1% 0 0.00% 2 0.35% 121 21%


ATTACHMENT 6

LEGAL STATISTICS REPORT

Matter Count Report

by Open Date ; opendate: from 03/01/2015 up to 03/31/2015

by Matter Sub-Type

Date Range: 03/01/2015 03/31/2015to

Range RangeMattersMatter Sub-Type

Opened In Closed InTotal Pending

Contracts / Construction 2 3 1

Contracts / Consulting 3 3 0Contracts / Default/Dispute 1 1 0Contracts / Funding 0 1 1

Contracts / Grant Received 1 1 0Contracts / Insurance 1 1 0Contracts / Non-Disclosure 1 1 0

Contracts / Operating 1 1 0Contracts / Option 1 1 0Contracts / Purchase 2 2 0

Contracts / Real Estate Lease 3 3 0Contracts / Real Estate License 1 1 0Contracts / Real Estate Right of Entry 3 5 2

Contracts / Real Estate Sale 1 1 0Contracts / Service 1 1 0Contracts / Termination 1 1 0

Employment / ADA 2 2 0Employment / Benefits 1 1 0Employment / Discipline 0 3 3

Employment / Long Term Disability 1 1 0Employment / Short Term Disability 3 3 0Employment / Workers' Compensation 17 17 0

Environmental / Remediation 1 1 0

CaseTrack

04/08/2015 1Page:

Range RangeMattersMatter Sub-Type

Opened In Closed InTotal Pending

Insurance / Certification 0 1 1

Labor / Arbitration 1 1 0Personal Injury / Slip and Fall 7 8 1Property Damage / Bridges 1 1 0

Property Damage / Vehicle 2 2 0Real Estate / Foreclosure 1 1 0Real Estate / Zoning 1 1 0

RFP/Bid / Construction 1 1 0RFP/Bid / Consulting Services 1 1 0RFP/Bid / Service 2 2 0

Right to Know / Open Public Records 1 1 0Subpoena / Documents 2 2 0Subpoena / Individual Testimony 1 1 0

36 Items 69 78 9

CaseTrack

04/08/2015 2Page:

CFO REPORT

As of March 30, 2015

2014 vs. 2015 YTD thru 1/31/15 2014 Actual 2015 Actual Year-to-Year Change % Change DRPA Traffic 3,439,051 3,543,767 104,716 3.04% DRPA Toll Revenues 21,485,660$ 22,220,818$ 735,158$ 3.42%

Average Toll 6.2476$ 6.2704$ 0.0228$ 0.37%

2014 vs. 2015 YTD thru 1/31/15 2014 Actual 2015 Actual Year-to-Year Change % Change PATCO Ridership 819,486 792,865 (26,621) -3.25% PATCO Net Passenger Revenues 2,015,688$ 1,926,267$ (89,421)$ -4.44%

Average Fare 2.4597$ 2.4295$ (0.030)$ -1.23%Note: Snow impacted January 2014

2015 YTD thru 1/31/15 2015 Budget (1 mo) 2015 YTD Actual (1 mo) (Under) / Over Budget % (Under) / Over Budget DRPA Traffic 3,462,430 3,543,767 81,337 2.35% DRPA Toll Revenues 21,383,450$ 22,220,818$ 837,368$ 3.92%

2015 YTD thru 1/31/15 2015 YTD Budget 2015 YTD Actual (Under) / Over Budget % (Under) / Over Budget PATCO Ridership 854,157 792,865 (61,292) -7.18% PATCO Net Passenger Revenues 2,053,806$ 1,926,267$ (127,539)$ -6.21%

2015 YTD thru 1/31/15 2015 YTD Budget 2015 YTD Actual (Under) / Over Budget % (Under) / Over Budget DRPA Budget 7,419,026$ 4,745,628$ (2,673,398)$ -36.03% PATCO Budget 4,829,976$ 3,772,335$ (1,057,641)$ -21.90% Total 12,249,002$ 8,517,963$ (3,731,039)$ -30.46%

2015 YTD thru 1/31/15 2015 YTD Budget 2015 YTD Actual Under / (Over) Budget % Under / (Over) Budget PATCO Subsidy (2,776,170)$ (1,846,068)$ 930,102$ 33.50%

Funding Source 02/28/2014 Actual 02/28/2015 Actual Year-to-Year Change % Change10.8$ 10.8$ 0.0$ 0%

-$ 0%-$ -$ 0%

10.8$ 10.8$ 0.0$ 0.0%

6.2$ million

Estimated Balance as of 2/28/15 228.9$ million

6.2$ million

Estimated Balance as of 2/28/15 458.1$ million

Est. Change from previous month 2.8$ million - increase since 1/31/2015*includes receipt of $4.3 million repayment of Victor Loans loan

Decrease in project fund balances since last month

YEAR-TO-YEAR COMPARISON

CONSULTATIVE AND DELIBERATIVE WORKPAPERS

DRPA/PATCO UNAUDITED FINANCIAL SUMMARY

DRPA TRAFFIC / PATCO RIDERSHIP AND REVENUE

2014 vs. 2015 YTD (in millions)

BUDGET VS. ACTUAL

OPERATING EXPENSES - YTD January 31, 2015

BUDGET VS. ACTUAL

TOTAL CAPITAL EXPENDITURES

February YTD

ESTIMATED GENERAL FUND BALANACE

Project Fund Drawdowns

Total Capital Expenditures - Major ProjectsGeneral Fund

*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). $120.1 million in proceeds used to fund December 2013's through February 2015's capital expenditures.

Increase in expenditures since last month

(CAPITAL) PROJECT FUND BALANCE

Economic Development

As of March 30, 2015

CONSULTATIVE AND DELIBERATIVE WORKPAPERS

DRPA/PATCO UNAUDITED FINANCIAL SUMMARY

DRPA TRAFFIC / PATCO RIDERSHIP AND REVENUE

TOTAL DRPA BOND DEBT(in thousands of dollars)

1/1/2016Outstanding Bond Issues 02/28/15 02/28/14 Maturities2008 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 02013 Revenue Bonds 476,585 476,585 0

1,372,095$ 1,410,015$ (40,035)$

1998 A&B Port District Project Bonds - - 01999 A Port District Project Bonds 24,010 27,675$ (3,945)1999 B Port District Project Bonds - - 02001 A Port District Project Bonds - - 02001 B Port District Project Bonds - - 02012 Port District Project Refunding Bonds 141,440 147,240 (6,030)

165,450$ 174,915$ (9,975)$ Total Debt Outstanding 1,537,545$ 1,584,930$ (50,010)$

TOTAL BOND DEBT BY TYPE As of 2/28/15 (in thousands of dollars)

Principal Outstanding % of TotalBond Ratings (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 positivePDP 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 Date2008 Rev. Ref. Bonds Series A 274,887$ Bank of America 130,214$ 7/22/16

Series B TD Bank 144,672 12/31/172010 Rev. Ref. Bonds Series A 322,476 Royal Bank of Canada 138,204$ 3/18/16

Series B Barclay's Bank 138,204 3/20/15Series C Bank of New York Mellon 46,064 3/18/16

Total Variable Debt 597,363$ 597,357$

KEY 2013/2014 FINANCE PLAN ACTIONS

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.

Original Notional Current Notional AmountAmount Active Swaps* MTM Value Change from 1/31/15

$811 $587 ($159.6) $10.5

*Current Notional Amounts: 1995 Revenue Bond swap currently $270.2 million; 1999 swap $317.0 million.

Total Swap Valuation - 2/28/2015 (in millions)

Total Subordinated Bonds

Total Senior (Revenue) Bonds

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.

1

2

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DELAWARE RIVER PORT AUTHORITY

BOARD MEETING

One Port CenterTwo Riverside DriveCamden, New Jersey

Wednesday, March 18, 2015

2

FREE STATE REPORTING, INC.Court Reporting Transcription

D.C. Area 301-261-1902Balt. & Annap. 410-974-0947

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PRESENT

Pennsylvania

Ryan Boyer, ChairmanEugene DePasquale, Pennsylvania Auditor General

(via telephone)Elinor HaiderRohan K. HepkinsChristopher Craig, Acting Pennsylvania State TreasurerMarian MoskowitzWhitney R. White

New Jersey

Jeffrey Nash, Esq., Vice ChairmanCharles FentressDenise MasonAlbert FrattaliE. Frank DiAntonioRick TaylorRichard Sweeney

(via telephone)

DRPA Staff

John Hanson, Chief Executive OfficerMichael Conallen, Deputy Chief Executive OfficerKristen Mayock, Acting General Counsel &

Corporate SecretaryStephen Holden, Deputy General CounselGerald Faber, Assistant General CounselKathleen Vandy, Assistant General CounselRichard J. Mosback, Jr., Assistant General CounselTimothy Pulte, Chief Operating OfficerJames White, Chief Financial OfficerToni Brown, Chief Administrative OfficerMichael Venuto, Chief EngineerDaniel Auletto, Bridge Director, Walt Whitman Bridge &

Commodore Barry Bridge

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DRPA Staff (continued)

Valerie Bradford, Bridge Director, Benjamin FranklinBridge & Betsy Ross Bridge

John Rink, General Manager, PATCOBennett Cornelius, Assistant General Manager, PATCOJack Stief, Chief, Public SafetyDavid Aubrey, Acting Inspector GeneralKevin LaMarca, Director, Information ServicesMark Lopez, Manager, Government RelationsSusan Squillace, Manager, Procurement & Stores,

DRPA/PATCOHoward Korsen, Manager, Contract AdministrationChristina Maroney, Manager, Special ProjectsMike Howard, Senior Engineer, Planning & DesignMike Williams, Acting Manager, Corporate Communications &

Community RelationsFran O’Brien, Manager, Corporate Communications &

Community RelationsSheila Milner, Administrative CoordinatorElizabeth McGee, Administrative CoordinatorLisa D’Arcangelo, Legal SecretaryNancy Farthing, Executive Assistant to the CEODawn Whiton, Administrative Coordinator to the CEO &

Deputy CEOSteve Reiners, Fleet Manager, Walt Whitman BridgeCraig Teschko, Highway Foreman, Walt Whitman BridgeTerrance Mitchell, Highway Foreman, Walt Whitman BridgeTony Fergione, Construction & Maintenance Manager, Walt

Whitman BridgeLarry Walton, Construction & Maintenance Manager, Walt

Whitman BridgeRocco Parisano, Highway Foreman, Walt Whitman BridgeGeorge Byrd, Highway Foreman, Ben Franklin BridgeMark Gallo, Highway Foreman, Ben Franklin BridgeJoe McAroy, Construction & Maintenance Manager, Betsy

Ross BridgeRich Ludovich, Fleet Shop ManagerGlenn Posey, M&S Technician, PATCOLuke Metz, Track Foreman, PATCOEulisis Delgado, Custodian/Equipment, PATCOLynnetta Leeds (Retiree)

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Others Present

John Spinello, Esq., Director, New Jersey Governor'sAuthorities Unit

Obra Kernodle, Deputy Chief of Staff, PennsylvaniaGovernor's Office David Dix, Assistant to ChairmanBoyer

Dione Frith, Assistant to Chairman BoyerJohn Lisko, Chief of Staff, Pennsylvania State TreasuryDavid Rapuano, Esq., Archer & Greiner

(New Jersey Counsel)Alan Kessler, Esq., Duane Morris

(Pennsylvania Counsel)Stephanie Kosta, Esq., Duane Morris

(Pennsylvania Counsel)John Dougherty, Business Manager, IBEWTara Chupka, Assistant to John DoughertyRich Franzini, Business Agent, IUOEBrett Toomey, Business Agent, IUOEJon Livingston,Jacobs Engineering GroupCharles McCammon, Vice President, Risk Consulting, WillisAdrienne ThomasJoe Quigley

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I N D E XPage

Swearing in of New Commissioners 10

Roll Call 10

Nominations for New Chairman 12

Statement of New Chairman 13

Report of the CEO 15

Report of the CFO/Key Performance Indicators 26

Approval of January 21, 2015 Board Minutes 47

Monthly List of Payments Covering Months 47of January and February 2015 and Monthly Listof Purchase Orders and Contracts of Januaryand February 2015

Approval of Operations & Maintenance Committee 48Minutes of February 5, 2015

Adopt Resolutions Approved by Operations & 48Maintenance Committee of February 5, 2015

DRPA-15-018 Contract No. BR-16-2014,Betsy Ross Bridge LowerBox Chord Repairs

DRPA-15-019 General EngineeringConsultant Services

DRPA-15-020 PARTSWG Contract IntelligenceAnalysts Phase III: Settlementand Release Agreement withCRA, Inc.

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I N D E X, (Continued)

Page

Adopt Resolutions Approved by Operations &Maintenance Committee of February 5, 2015,(Continued)

DRPA-15-022 2015 F350 SRW Cab ChassisTruck (3); 2015 F350 DRWREG Cab Chassis Truck (2)

DRPA-15-023 Auto Parts Contract forDRPA and PATCO

DRPA-15-024 2015 Church Request forSpecial Event Parking underthe Ben Franklin Bridge inPhiladelphia

Approval of Finance Committee Minutes of 49February 11, 2015

Adopt Resolutions Approved by Finance Committee 50of February 11, 2015

DRPA-15-025 Additional Funding TowardsCurrent Contract with IronMountain for Off-Site Storage

Unfinished Business 51

New Business

DRPA-15-026 Consideration of Pending DRPA 51Contracts (Between $25,000 and$100,000)

DRPA-15-027 Sole Source Procurement for 52Replacement and Upgrade ofBen Franklin Bridge MoveableBarrier Wall System

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I N D E X, (Continued)

Page

New Business (continued)

DRPA-15-028 Cisco SMARTnet Maintenance 52Agreement

DRPA-15-029 Hewlett-Packard Maintenance 53Agreement

DRPA-15-030 Microsoft Software Agreement 54

DRPA-15-031 Agreements for Use of DRPA 54Properties

DRPA-15-032 2015 F150 Super Cab Ford 55Truck (2)

DRPA-15-033 Interim Collective Bargaining 55Agreements Extension

Citizens Advisory Committee Report 56

Public Comment 56

Executive Session 59

Adjournment 59

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P R O C E E D I N G S

(10:30 a.m.)

VICE CHAIRMAN NASH: Good morning, everybody.

ALL: Good morning.

VICE CHAIRMAN NASH: We're going to start the

meeting of the Delaware River Port Authority. I'm going

to ask everyone to please stand for a moment of silence

and the Pledge of Allegiance.

First, the pledge.

(Pledge of Allegiance)

VICE CHAIRMAN NASH: Also, please remain

standing. We are going to have a moment of silence in

memory of Philadelphia Police Officer Robert Wilson.

(Pause.)

VICE CHAIRMAN NASH: Thank you.

This is certainly a great day for the Delaware

River Port Authority and PATCO. On behalf of the New

Jersey commissioners and Governor Christie, I want to

welcome the new commissioners from Pennsylvania. We are

very excited and we look forward to working with you

during your tenure here at the Port Authority.

Most of the New Jersey commissioners were

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appointed about 175 years ago by Governor McGreevey and

it has been an exciting venture for us. I ask that for

the new commissioners, you learn from our mistakes and

that you build upon our successes. I do believe that you

will find while you are here that your tenure at the DRPA

is going to be the most exciting experience that you can

possibly have in government. There are so many good

things that are happening here.

And we are building upon the successes that I

believe have been led by our CEO John Hanson, Jim White,

and the management team who have done such a great job,

most importantly narrowing the scope of the Authority's

operations to its core mission, and also building and

strengthening the finances of the Authority, which has

placed us in a very positive position as we move forward.

The one constant that I think all the New

Jersey commissioners will tell you that you will soon

learn is that the men and women who work at this

Authority, who transport hundreds of thousands of people

from one side of the river to the other each and every

day, they are the most outstanding workers that you will

ever find in government. They do a great job and we are

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so appreciative of everything that the employees have

done.

And with that, I am looking forward to working

with the prospective chairman of the Authority and all of

the commissioners, and we look forward to advancing the

goals of this Authority.

And with that, I'm going to ask Kristen to

please give the oath of office -- to administer the oath

of office to the new commissioners.

MS. MAYOCK: If we could have all the new

commissioners come on down here and we'll do an oath.

Just repeat after me.

(Swearing in of new commissioners.)

MS. MAYOCK: Welcome. Thank you.

VICE CHAIRMAN NASH: Congratulations to all the

new commissioners.

At this time, I'm going to ask Kristen to call

the --

Do you want to call the roll first, Kristen?

MS. MAYOCK: That would be great, thank you.

Commissioner Boyer?

COMMISSIONER BOYER: Present.

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MS. MAYOCK: General DePasquale?

GENERAL DePASQUALE: Here.

MS. MAYOCK: Commissioner Haider?

COMMISSIONER HAIDER: Here.

MS. MAYOCK: Commissioner Hepkins?

COMMISSIONER HEPKINS: Present.

MS. MAYOCK: Treasurer Craig?

COMMISSIONER CRAIG: Here.

MS. MAYOCK: Commissioner Moskowitz?

COMMISSIONER MOSKOWITZ: Here.

MS. MAYOCK: Commissioner White?

COMMISSIONER WHITE: Here.

MS. MAYOCK: Vice Chairman Nash?

VICE CHAIRMAN NASH: Here.

MS. MAYOCK: Commissioner DiAntonio?

COMMISSIONER DiANTONIO: Here.

MS. MAYOCK: Commissioner Fentress?

COMMISSIONER FENTRESS: Here.

MS. MAYOCK: Commissioner Frattali?

COMMISSIONER FRATTALI: Here.

MS. MAYOCK: Commissioner Mason?

COMMISSIONER MASON: Here.

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MS. MAYOCK: Commissioner Taylor?

COMMISSIONER TAYLOR: Here.

MS. MAYOCK: We have a quorum, sir.

VICE CHAIRMAN NASH: Thank you very much.

COMMISSIONER SWEENEY: And Rick Sweeney, here.

MS. MAYOCK: Oh, welcome. Sorry, I didn't know

you were joining us. Thank you, Commissioner.

VICE CHAIRMAN NASH: With Chairman DePasquale

stepping down from the chairmanship, I would ask for a

nomination of the board member to serve as Chair to the

DRPA and the PATCO Boards.

Is there a nomination?

GENERAL DePASQUALE: Mr. Vice Chairman, this is

Eugene DePasquale. I'd like to nominate Ryan Boyer to be

Chairman of the Delaware River Port Authority. I've

known Ryan for almost going close to 10 years now and he

is someone of unquestioned integrity. And, even more

important than that, which is obviously important, is his

day-to-day fight to help the working men and women of

Southeastern Pennsylvania. I think he'll be the perfect

fit at the Delaware River Port Authority.

I would ask that the other members of the

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Authority join me in not just nominating, but supporting

his candidacy.

VICE CHAIRMAN NASH: Thank you, General

DePasquale.

Is there a second to that nomination?

COMMISSIONER FRATTALI: Second.

VICE CHAIRMAN NASH: There has been a

nomination and a second.

Is there any other nomination?

Seeing none, I'll take a motion -- I have a

nomination and a second.

All those in favor?

ALL: Aye.

VICE CHAIRMAN NASH: Opposed?

(No response.)

VICE CHAIRMAN NASH: Congratulations, Chairman.

CHAIRMAN BOYER: Thank you.

(Applause.)

CHAIRMAN BOYER: I would like to preface my

comments by saying that the overwhelming help and

hospitality that I've been welcomed with and the level of

professionalism of the existing staff of the DRPA has

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been nothing short of amazing. CEO Hanson has done a

great job. Vice Chairman Nash has walked me through

this. And I think that we at the Authority have a unique

opportunity to work with you and the men and women that

work here every day. As you said, they are the hardest

working professionals that we have.

I am honored to be elected to serve as chairman

of the 16-member board that oversees the operation of the

bi-state Delaware River Port Authority. I look forward to

this opportunity to work across state lines to further

the DRPA's mission of delivering and maintaining safe and

efficient transportation services and assets.

Working alongside my fellow board members and

the DRPA staff, we will strive to meet Governor Wolf's

goals of a government that works. The board will be

diligent and dedicated in making DRPA more open and

transparent, seeking innovations to improve operations

and customer service, while improving financial stability

to find more resources and improvements.

The DRPA and PATCO supports the Region's

economy and I look forward to leading our efforts towards

being stronger and better stewards of these important

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assets. Thank you.

Now, we'll have the report of the Chief

Executive Officer.

Mr. Hanson?

MR. HANSON: Thank you, Chairman Boyer. My

report stands as submitted, but I would like to highlight

a few items.

First, Chairman Boyer, Commissioner Haider,

Commissioner Hepkins, Commissioner Moskowitz,

Commissioner White, and Commissioner Craig, on behalf of

my colleagues, the staff of DRPA and PATCO, I would like

to welcome you to DRPA and thank you for joining the

cause of stewardship and service here at DRPA and PATCO.

Thank you very much for being here and we look forward to

working with you.

First, I would like to call attention to one of

our retirees who is here with us today, Lynnetta Leads.

Lynnetta, if you would please stand?

Lynnetta has been with PATCO for 30 years. She

retired from her position as a supervising dispatcher at

PATCO. We have appreciated the many accomplishments

during her career, including her willingness to even put

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off her retirement date to help us get a few things in

order before she went.

We extend best wishes to you, Lynnetta, in this

new chapter of your life. And I would ask you to come

forward to the flag, so we can take a picture of you with

the Chairman, the General Manager of PATCO, and

the Vice Chairman.

(Pause.)

MR. HANSON: In my report, there are numerous

examples of stewardship by DRPA and PATCO employees. But

at this meeting, we chose to highlight those employees

who have been heavily involved in ensuring our facilities

have been well maintained throughout the winter snow

storms. We had another very rough winter, cold, snowy,

wet, and I know that it was exhausting at times for the

staff, but they always answered the call.

In particular, we have with us today foremen

and construction managers who have gone above and beyond

the call in covering the snowstorms during this winter

season. I'm going to call all the names of all the

foremen. Not everyone could be here today, but I would

ask those of you who are with us and managers to please

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stand when I call your name.

From the Walt Whitman Bridge, Terrance

Mitchell, Rocco Parisano, Craig Teschko, Bill Nelson,

Larry Walton; at the Ben Franklin Bridge, Carl Casella,

George Byrd, Mark Gallo, Tony Fergione; at the Commodore

Barry Bridge, Tyrone Gunter and Anthony Caporelli, Rich

Tutak; Betsy Ross Bridge, Renee Nelson, Joe Fries, Dennis

New, Bill Strickler, Joe McAroy; PATCO, Mark Tucci, John

Dobleman, Luke Metz, Glenn Posey; and Fleet, Rich

Ludovich.

I also do not want to leave out the Bridge

Directors, Val Bradford and Dan Auletto, and our Chief

Operating Officer, Tim Pulte.

(Applause.)

MR. HANSON: We really appreciate your hard

work, your effort, your dedication, and service during

this rough winter. Thank you very much.

Continuing, there are two items from the report

that I want to highlight. The numbers are in. In 2014,

the Delaware River Port Authority and PATCO saved nearly

$2 million over default pricing for basic generation

services offered by local distribution companies. This

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was done by a reverse auction primarily and we want to

thank the efforts of the individuals who were involved in

that generating a nearly $2 million savings.

In addition, DRPA received one of only five New

Jersey Transportation Alternatives Program grants out of

39 applications awarded by the Delaware Valley Regional

Planning Commission. The money will fund the Ben

Franklin Bridge south walkway, bike and pedestrian ramp

project. This $800,000 grant will be added to the

$400,000 awarded last year by the William Penn

Foundation. So, great work by our team in seeking that

grant and getting that award.

There are several items that I'm required under

the bylaws to report to the Board.

The use of CEO emergency powers. Since the

last board meeting, procurement of 1,925 gallons of de-

icer fluid for PATCO rails was approved. This was used

to prevent icing and freezing of the PATCO electrified

third rail and without it, PATCO would have to shut down

to ensure passenger safety. The additional de-icer was

necessary because of extreme weather conditions and the

cost of that was $50,000.

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The elevator maintenance contract for DRPA

elevators at all facilities was extended. The current

contract would have expired March 1st and the extension

was necessary to allow us to complete the re-bid process

and get to this board meeting. It would have been

presented in February. The amount of this elevator

maintenance contract is $36,430.88.

Priority roadway repairs and installation of

concrete barriers to create a safe work zone were

approved. These were part of emergency repair work to

reopen Ramp D of the Betsy Ross Bridge following the

February 23rd tanker crash and fire. $114,331 for

Phase 1 intermediate repairs was necessary to reopen the

ramp.

During the biennial inspection, one of our

outside engineering firms, HNTB, observed corrosion,

deterioration, and weld cracking at the Betsy Ross Bridge

and a total of four bottom chord panel joints required

repair. Authorization of the emergency contract was

approved under CEO powers with American Bridge. This

would have been presented, again, in February and it is

actually on the board agenda for your consideration

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today. The amount of this contract for these emergency

repairs was $734,900.

Finally, under emergency powers, procurement of

a spare bidirectional amplifier for the 800 megahertz

radio coverage continuity throughout PATCO's subway.

This is important; if the bidirectional amplifier goes

down, we need to have a spare so that radios will work in

the tunnel. The amount of that contract was $53,916.92.

There are three projects that I would like to

have staff update the board on. The first is the

progress of our Enterprise Resource Planning Project and

I would like to ask Information Systems Director Kevin

LaMarca to provide an update there.

MR. LAMARCA: Thank you, John.

Good morning, and welcome to our new chairman

and commissioners. For the benefit of the new chairman

and commissioners, I would first like to describe the

project and give some background on the project.

ERP is an acronym for Enterprise Resource

Planning. Enterprise Resource Planning is a

comprehensive suite of software that allows organizations

to manage their business processes. It has an impact on

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all departments, including finance, human resources,

benefits, contracts, and asset management.

Currently, we are using two aged systems at

DRPA and PATCO. Those systems are very difficult to

support and maintain and over the years have forced staff

to adopt manual processes outside of those systems. Our

goal is to replace old with new and standardize the

business processes at the DRPA and PATCO. The system we

selected is SAP.

At this point in the project, we are in the

third phase of six phases. Our integrator has been

building and configuring the system at their location.

We have been meeting with staff at all levels, talking

about what's coming and the impact on them. We have been

working on data conversion, which will take the data from

our legacy systems and convert it into SAP.

Also, in this phase, we begin our testing

cycles. The first test cycle starts next week. It will

be the first test cycle of a full three test cycles.

Testing will continue into the summer. Once testing

completes, we'll start various types of training for all

staff. The training will continue through September,

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toward a go-live date of October 1st.

I know this was a very short briefing. I would

be happy to meet with any board members individually if

they would like more information on this project. Thank

you.

MR. HANSON: Any questions for Mr. LaMarca?

Thanks, Kevin.

Next, I would like to ask Chief Engineer Mike

Venuto to provide us with a status update of the Franklin

Square study.

As I think all of you are aware, we have

completed that milestone and the study is now available.

That's an important milestone in this project and on

behalf of staff, I would like to say that we are very

excited about having the ability to consider this service

enhancement with the PATCO line.

MR. VENUTO: Thank you, John. Good morning,

commissioners.

Originally opened in 1936, Franklin Square

Station was last used in 1976 for the bicentennial and

remained open for approximately three years. Recently,

we have done studies on the Franklin Square reopening in

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2003 and 2009. The studies include a conditional

assessment of the station structure, cost estimate for

reopening the station, and a forecast of ridership based

on the regional travel demand and the projected

demographics in the station area.

Those 2003 and 2009 studies were recently

updated, as CEO Hanson said, and we just received the

final version. The capital cost to reopen Franklin

Square Station is estimated to be about $18.4 million.

Much of the work will be to bring the station to current

standards, ADA standards, fire/life safety standards, to

make improvements to the station that we have made to

other stations like lighting, communication, signage,

security, ticket machines, those types of things, and to

perform repairs necessary that are due to the station

being idle for a number of years.

We are going to ask for a special meeting of

the O&M Committee as a next step to discuss the report

and the next step moving forward with the project.

MR. HANSON: Any questions for Mr. Venuto?

Thank you, Mike.

Finally, I would like to ask Chief Engineer

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Venuto to give us an update on the PATCO Car Overhaul

Project.

MR. VENUTO: Yes, sir. Thank you.

We are in the process of our largest single

project ever undertaken. It is a $194 million

rehabilitation of our 120-car PATCO fleet. The project

has been ongoing for a number of years.

We have eight of the pilot cars at our

Lindenwold shop and we are continuing to test those eight

cars and performing field modifications on those cars

based on the test results. The rebuilder is continuing

to have difficulties finalizing the cars to put us in the

position to have them in revenue service. However, the

management teams of our consultant, our rebuilder, and

DRPA/PATCO’s management team meet with them or discuss

with them every day the project status.

CEO Hanson and I, and Deputy CEO Mike Conallen

have requested Alstom executives come visit us and they

will be here on Monday. We'll go over many more

specifics of the project and their delivery.

MR. HANSON: Any questions for Mr. Venuto on

that issue?

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COMMISSIONER TAYLOR: Mike, in retrospect, was

this company unable to fill out their, I guess,

obligations? Was it because we did not have a lot to

choose from; there are limited companies that do this?

What is the background on this company?

MR. VENUTO: Yes, sir, Commissioner. I would

say it initially, ultimately, came -- there are very few

companies that do this type of work. And, ultimately, it

came down when we had proposals. We were negotiating

between two firms to do this work, two rebuilders and,

ultimately, we came down to a best and final offer, and

Alstom came in as the lower priced vendor.

There was, at the time, a bid evaluation and a

vetting of this consultant for his contractor to do this

type of work. The problems they are experiencing now are

integrating all of the car systems. Specifically, the

problem is coming down to the signaling system where the

car, itself, receives the signaling system from the PATCO

line. We are having difficulty getting the cab signals

to work correctly.

COMMISSIONER TAYLOR: Thank you.

MR. HANSON: Any other questions for Mr. Venuto

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on that?

Chairman Boyer that concludes my verbal

highlights of the CEO report.

CHAIRMAN BOYER: Any additional questions on

the report?

There are none.

May I have a motion to accept the CEO's report?

COMMISSIONER DiANTONIO: So moved.

CHAIRMAN BOYER: Can I get a second?


CHAIRMAN BOYER: The motion has been made and

seconded.

All those in favor signify by saying aye.

ALL: Aye.

CHAIRMAN BOYER: No's?

Ayes have it. The motion carries.

Now, we have the report of the Chief Financial

Officer, Jim White.

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

Chair, new commissioners, and all commissioners.

Congratulations to the PA commissioners who

were welcomed today.

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I'm going to facilitate this part of the

presentation a little bit differently because of the fact

we have some new commissioners.

I did distribute an email on Monday, but I have

also given a handout to everyone. Hopefully, everybody

has a copy of that.

Given the complexity of the DRPA in terms of

its budgets and its source of funding, particularly as

you are looking at summary statements and resolutions, I

thought this little cheat sheet would give you some

background and help you as you are actually evaluating

those.

Some information from -- and some of you who

have had an orientation may already have seen this

information, but I just wanted to give you some

highlights in terms of the budgets.

The DRPA budget is $89 million. The PATCO

budget is $52.3 million. The indenture or compact

budgets, which includes our debt service on our bonds is

$141.4 million and so the total DRPA budget is roughly

$283 million. So that's just a quick overview in terms

of the overall budgets.

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There are a couple of items I just wanted to

make mention. These were mentioned at the January board

meeting. But for the new commissioners, you may not be

aware of this information.

In December of last year, S&P affirmed the

DRPA's ratings. These ratings were upgraded in 2013,

when we went out and we issued roughly $500 million in

new revenue bonds to fund the five-year Capital Plan. So

that is a great win for us, again, S&P affirming those

ratings, which had been upgraded the year before.

Secondly, the DRPA has secured another three-

year term on its letter of credit with Barclays Bank. We

just secured that very recently. That LOC is roughly

around $138 million, but the Authority has secured that

at a rate that should save us roughly $95,000 a year for

the next three years. So we are, number one, very

thankful that we were able to extend that letter of

credit, but also save some money in the meantime.

The other notable thing is for the 22nd year in

a row, the GFOA has awarded the Authority its award

related to its comprehensive annual report. It's the

22nd consecutive year that we have gotten this award for

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excellence. So, again, that's something that may be

helpful for you to know.

MR. HANSON: And, Jim?

MR. WHITE: Yes?

MR. HANSON: GFOA is Government Finance

Officers Association?

MR. WHITE: Government Finance Officers

Association, sorry.

In your board packet, there is a lot of

financial information about traffic, revenues, etc. I'm

going to focus this morning on two schedules that we

essentially present to the board every month. One is a

dashboard and the other one is a financial summary that

we present to the Finance Committee every month.

The differences between those two are that the

financial summary essentially gives you year-to-date

information. The dashboard tends to give you a trend.

So, if you will -- okay, I'll attack that

first. I just want to call your attention to a couple of

things - again, in summary - for those of you who are new

to the Authority.

You'll notice in -- actually, could we go to

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the next page first? Good, okay. You'll notice on this

page the Authority has roughly $1.6 billion, actually,

$1.5 billion in total debt outstanding.

If you look at the DRPA historically, in 2004,

we had roughly $1.4 billion in debt; in 2012, we had $1.3

billion in debt; in 2013, we had to go out and issue

roughly $500 million related to the 2013 revenue bonds in

order to help fund the capital program. So what this

part of the chart just shows you is the total debt

outstanding, the total maturities related to -- that

we'll be paying off as of January 1, 2016.

Below that, you will see the total debt by

type. We have both fixed and variable rate debt, and we

also have revenue bonds and port district project bonds;

so that information is then shown in that section of the

chart. And then you'll see a section that talks about

the letter of credit.

One notable thing I wanted to mention here is,

again, we did secure an extension on the Barclays Bank

letter of credit. And I wanted to focus your attention

just for a second on the total swap valuation, which is

shown at the bottom of this particular chart. When swaps

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were issued back in the 2000 and 2001 timeframe, the

notional value was roughly $800 million. Those swaps’

notional amount is now around $587 million. Were we to

attempt to terminate those, we would have to come up with

roughly $170 million. So that just gives you some

perspective on some of the complexities of the DRPA's

debt.

Okay. If I can go back to the first --

MR. HANSON: Jim?

MR. WHITE: Yes?

MR. HANSON: Before we move off the debt, can I

just make one comment?

MR. WHITE: Yes, sure.

MR. HANSON: DRPA is $1.5 billion in debt. And

at budget time, you'll note -- and it is frequently

pointed out -- that debt service is a high percentage of

DRPA's budgets.

MR. WHITE: Absolutely.

MR. HANSON: And so I just want to -- I want to

make it clear why that is. Back in 2000, a decision was

made in funding the capital program to do that by

increasing tolls, creating a revenue stream, and then

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monetizing that revenue stream by bonding against it to

fund the capital program. And so the project fund that

we have was created in just that way. And it's about

$235 million that we have now.

The alternative back then would have been to

raise the tolls even higher and then try and fund it on a

pay-as-you-go basis directly out of the revenue stream

that was created.

Since Jim and I began working together, and

that was almost 10 years ago in Finance, we sought to

reverse that trend and we are on that path now. There is

$235 million left in the project fund. And you'll also

note that we have a general fund of approaching

$500 million.

Right, Jim?

MR. WHITE: Right.

MR. HANSON: So there is about $275 million

roughly available in the general fund now to fund

capital, as well as the project fund. We probably will

be -- we'll probably put another $40 million into the

general fund roughly by the end of this year and then in

future years. So we're on the path to reducing the debt

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by funding capital on a pay-go basis.

But the reason that the debt is so high is that

the funding mechanism for the capital budget was always

raise tolls, create a revenue stream, pledge that revenue

stream to bonds, and bond against it. So the debt and

the debt service is a result of the need to fund the

capital program.

There is a small amount of debt left. It's a

relatively small amount that's related to the old

economic development project programs; but most of it,

that's where it came from and that's how it came about.

Sorry for interrupting, Jim.

MR. WHITE: Right, no, that's all right. I'm

glad you added that.

COMMISSIONER CRAIG: Excuse me.

CHAIRMAN BOYER: Commissioner Craig has a

question.

COMMISSIONER CRAIG: Before we move on, can I

just ask a couple of questions just so I can understand

it?

MR. WHITE: Sure.

COMMISSIONER CRAIG: You indicated that it was

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a rate -- the Moody's or S&P increased the rating from

Triple B to a single A, or from an A to A-minus, if I'm

reading this correctly.

MR. WHITE: Right.

COMMISSIONER CRAIG: What were some of the

factors that they considered that gainfully improved?

MR. WHITE: There were a number of factors.

Number one, the Authority over the last couple of years

-- if you look back maybe three years ago or so, the

capital plan was around $1.1 billion. When we spoke to

the rating agencies, that gave them very much concern.

So staff, particularly led by John Hanson, then

CFO, and Mike Venuto, and others, we brought that capital

plan from around $1.1 billion to what is now the capital

plan, a five-year capital plan of roughly $726 million, I

think, give or take.

MR. HANSON: Without sacrificing the safety,

serviceability, or security of the assets.

MR. WHITE: Right. So, one of the issues was

the capital plan. One of the issues was concerns about

our swap portfolio. We had always shown historically

that we were under budget, but there were some other

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issues there.

If you look at the S&P report, and I can

certainly send a copy to you if you would like to see

that, they applauded what we have done over the last,

particularly three to five years, paying down debt,

reducing our risk with the swap portfolios. One of the

things we did last year, with the board's authorization,

is we actually did a split of the general fund so that we

set aside roughly $225 million for contingent

liabilities, like for example if we were to terminate the

swaps.

We then set aside the remainder in, as John

Hanson just mentioned, in a capital pay-go fund. So,

essentially, if you add the balance of the project fund

and if you add the pay-go fund, over time that's

going to be able to fund the five-year capital plan.

COMMISSIONER CRAIG: Pay-go fund?

MR. HANSON: Pay-as-you-go.

MR. WHITE: In other words, pay-as-you-go.

COMMISSIONER CRAIG: Oh, okay. Thank you.

MR. WHITE: Pay-as-you-go capital. So what

happens is once the project funds of roughly $200 and --

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let's see.

MR. HANSON: $235 million.

MR. WHITE: $235 million are expired, and that

will probably happen in like 2 to 3 years, then our

funding source will be the funds that we have set aside

in the pay-go capital fund and that will fund the

remaining couple of years of the capital program.

COMMISSIONER CRAIG: Okay.

MR. HANSON: In addition, there were a couple

of other factors that were cited. One was our strong

record of cost control here. Between 2003 and 2014, our

average annual budgetary increase has been 1.85 percent,

and our annual spending, actual spending increase in

those years has been 1.8 percent. So that was another

reason.

And, also, at the same time as we were putting

money into this pay-as-you-go capital fund, we have

funded the OPEB liability. We have begun to fund the

OPEB liability -- that's other post-employment

benefits -- for retiree health benefits.

COMMISSIONER CRAIG: What is that liability?

MR. HANSON: That liability, Jim?

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MR. WHITE: The liability was $40 million. And

then we made a contribution of $10.8 million last year.

MR. HANSON: That's the total liabilities?

MR. WHITE: Oh, the liability on the balance

sheet. I'm sorry. The total liability is around -- it's

over $100 million.

MR. HANSON: The balance sheet liability,

because of the number of years since we've been required

to recognize it, that have elapsed are about $40 million.

We put in $10 million. We plan to put another $5 million

in. DRPA has also taken the step of eliminating retiree

health benefits for new employees since 2007. So that

liability has stopped growing with the exception of any

changes in the actuarial numbers. So we expect that that

number ultimately -- it attrites away. Many municipal

and governmental entities have not taken that step, so

that's another step that we have taken to strengthen the

Authority's finances as well.

COMMISSIONER CRAIG: I wonder about, you

indicated what, is it about 38 percent of debt, is in

variable rates? Does that present any kind of

refinancing opportunity?

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MR. HANSON: No, because it's hedged through

the swaps into a synthetic fixed rate.

COMMISSIONER CRAIG: Oh, okay.

MR. HANSON: It's actually in a synthetic fixed

rate because of the interest rate swap arrangement.

COMMISSIONER CRAIG: Some municipalities and

other government agencies have been, I guess, moderately

successful in bringing legal challenges to swap

transactions.

Just for my education, has that been considered

by the DRPA?

MR. WHITE: We have received payments,

settlement payments, as a result of some of the swap

transactions from years ago.

MR. HANSON: Class action. We've been involved

in and received payments under some of the class action

suits.

MR. WHITE: Right.

MR. HANSON: But that was the advice of our

attorneys that that was the best that we could do, at

that point.

COMMISSIONER CRAIG: But, I mean, they're

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talking about school districts, other entities out there

challenging that, bringing kind of a fraud type of action

against that. Has that been considered? Is that

something that maybe wouldn't be applicable here?

MR. HANSON: I remember that we talked about

it. We obviously didn't take any action, but we'll look

into that again.

MR. WHITE: Yeah.

MR. HANSON: It's worth looking into.

COMMISSIONER CRAIG: I just don't know if it's

applicable under these circumstances, but it seems to be

a trend.

VICE CHAIRMAN NASH: It was discussed about

four or five years ago. It was the recommendation of our

counsel, at that time, not to participate. But we should

re-explore based on the history of what's been going on

over the last four years. I think it would be a good

opportunity.

COMMISSIONER CRAIG: I mean, from my

understanding there is a couple -- I mean, there is a

direct complaint. There is a complaint with the SEC, or

FINRA is the other angle that people have used to some

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moderate level of success. But, again, I don't know if

these circumstances are --

MR. HANSON: It's worth considering. We did

talk about it before. We haven't looked into it

recently.

And, Jim, we'll do that again.

MR. WHITE: Sure, sure.

COMMISSIONER CRAIG: Thank you.

MR. HANSON: Thank you for the suggestion.

MR. WHITE: Okay. So the one other thing that

we are in the process right now related to the swaps is,

first of all, every year we get a report from outside

consultants to look at our hedging related to the

variable rate debt. Our hedging is considered effective,

as I think John mentioned. So in terms of where we are

now, the swaps and the variable rate debt are functioning

effectively, based on analysis.

However, we are going forward with a strategy

to try and replace one of our counterparties, our

counterparty on our two major swaps, which is UBS. By

doing that, we will put ourselves in a much better

position because there is some cross-linkages in the swap

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documents that are tied to the Port District Project

bonds, some cross-default provisions that really should

not be there at this point.

So what we have to do is replace the

counterparty with another counterparty, then we will be

able to change some of those agreements and put ourselves

in a much more secure place than if we chose to terminate

some of those swaps, not the whole $170 million, we could

perhaps terminate a portion of those. So we're

looking. While the swaps are effective at this point, we

are looking at strategies to perhaps reduce even more the

risk associated with this.

Any other questions?

COMMISSIONER CRAIG: I don't want to suck up

everybody's time, so --

MR. WHITE: Let's feel free to take it

off-line.

COMMISSIONER CRAIG: I'll talk to you after.

MR. WHITE: Great, okay.

So that gives you kind of a summary of some of

the financial information. If you just go back to the

first page, now some of this information is dated, but

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what this information basically shows you is the year-to-

date information related to traffic and revenues related

to the DRPA, PATCO ridership and their net revenues,

budget versus actual; and it shows you some information

related to our capital expenditures year-to-date, and the

size of our general fund, and also the capital project

fund that we spoke about a few minutes ago.

We had a very excellent December so that

actually our traffic and revenue was much better than we

anticipated. And that will show up in the financial

stats that we provide at the next board meeting.

The other thing that we do have in there is the

DRPA dashboard, which as I mentioned, is essentially a

trend of various categories. So if you'll turn to that

in your books, you'll find various pages that give

aspects of our financial health.

For this particular dashboard, you have

essentially the historical trend over the last 12 months

in terms of bridge traffic. You'll see the bridge

traffic versus what's budgeted is actually in excess of

that. Bridge revenue was up roughly 2 percent versus our

budget. Actually, we were $6.6 million above what we

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budgeted last year, so that was a good success story for

the DRPA given the fact that in January, March, and

April, we had some severe weather last year that impacted

us.

The second page shows you the historical trend

on the DRPA operating budget. As John Hanson mentioned,

we are historically under budget with our actual

expenditures, so given what's shown on this chart, we're

roughly three percent under what was budgeted for 2014.

Related to the capital budget, we spent around

$114 million, based on this chart, versus a budget of

$163 million. So we didn't quite achieve 100 percent

expenditure, but that's still a good thing because I can

still hold onto that money a little bit.

Next, is the PATCO ridership, which was roughly

two percent below budget. That's related to two things,

bad weather in 2014 and also the Ben Franklin Bridge

PATCO Track Rehab Program. In terms of PATCO revenues,

you'll see actually a big number there, but part of that

actual number being higher than budget is a result of a

non-cash or a non-operating income adjustment. If you

just look from a cash perspective, PATCO's revenues were

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below budget in 2014.

The next page gives you … again PATCO operating

budget is roughly one percent below actual expenditures,

are roughly one percent below. And then you'll see the

figures of PATCO's operating ratio, which was favorable

last year.

The next dashboard is PATCO on-time

performance. You'll see the trend, which in the early

part of last year was down a bit; but over 2014, that

significantly improved.

And, John Rink, anything you want to say

historically on that?

MR. RINK: Also, for the new commissioners, in

the General Manager's Report, you'll find a pie chart,

another dashboard requirement that shows each month a

report on our operating percentage and the causes for us

not to make that before.

If you look on the dashboard, the on-time

performance is listed to December. In January of this

year, we achieved 96.92 percent; and in February, it was

97.01 percent. Our goal is 98 percent for the month of

January, 58 percent was the result of equipment or train

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problems, and 63 percent in February.

MR. WHITE: Thank you, John.

The next page is lost time claims and the

breakdown is showing you there was not a whole lot of

significant lost time claims, at this point. And,

finally, the DRPA open positions at PATCO and DRPA, as of

December, I believe, the number is 66 open positions

between the two organizations.

Certainly, feel free, particularly the new

commissioners, if you'd like more clarity on some of

these issues to talk to me after the board meeting.

CHAIRMAN BOYER: That ends your report?

MR. WHITE: Yes.

CHAIRMAN BOYER: We have a question.

Commissioner Hepkins?

COMMISSIONER HEPKINS: Yes, just one question,

thank you.

Just one question. How do you base your

on-time percentage, as a five-minute, six-minutes,

detailed by the industry standards? Do you have your own

standard, if I could ask, John?

MR. RINK: Commissioner, five minutes, which is

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pretty close to industry standard. But our on-time

performance is based on arriving within five minutes of

the scheduled time.

COMMISSIONER HEPKINS: Five minutes of the

scheduled time on the end of the line?

MR. RINK: Correct.

COMMISSIONER HEPKINS: Thank you.

CHAIRMAN BOYER: Any addition questions for the

financial report?

There being no additional questions, I'll

entertain a motion to approve the Financial Report.


COMMISSIONER MASON: Second.

CHAIRMAN BOYER: Second.

All in favor, signify by saying aye.

VICE CHAIRMAN NASH, COMMISSIONER DiANTONIO,

COMMISSIONER FRATTALI, COMMISSIONER MASON, COMMISSIONER

SWEENEY, COMMISSIONER TAYLOR, AND COMMISSIONER FENTRESS:

Aye.

CHAIRMAN BOYER: Those opposed, no.

The ayes have it.

At this time, the workers that diligently

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helped us through the snowstorm, you may be excused to

get back to helping us. We need you on those bridges.

And thank you very much.

I'm going to ask for approval of the Minutes of

the DRPA Board meeting held January 21, 2015.

COMMISSIONER FENTRESS: Move the motion.

COMMISSIONER TAYLOR: Second.

CHAIRMAN BOYER: All those in favor, signify by

saying aye.



SWEENEY, COMMISSIONER TAYLOR, and COMMISSIONER FENTRESS:

Aye.

CHAIRMAN BOYER: No?

Ayes have it.

I will accept a motion to Receive and File the

Monthly List of Payments and the Monthly List of Purchase

Orders and Contracts covering the Months of January and

February 2015.


VICE CHAIRMAN NASH: Second.

CHAIRMAN BOYER: The motion is seconded.

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All in favor signify by saying aye.




Aye.

CHAIRMAN BOYER: No? Ayes have it; motion

carries.

Approval of the Operations & Maintenance

Committee Meeting Minutes of February 5, 2015.


CHAIRMAN BOYER: Second?

COMMISSIONER DiANTONIO: Second.

CHAIRMAN BOYER: Motion is seconded.

All in favor, signify by saying aye.




Aye.


Ayes have it; motion carries.

Adopt Resolutions approved by Operations &

Maintenance Committee of February 5, 2015. There are six

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items from this. The first item was already reported

under the Emergency Powers and that was the Betsy Ross

Bridge Lower Box Chord Repairs.

The other ones are the General Engineering

Consultant Services; PARTSWG Contract Intelligence

Analysts Phase III, Settlement and Release Agreement with

CRA; Cab Chassis Trucks and Regular Cab Chassis Trucks

(2), so that's five trucks; Auto Parts Contracts for DRPA

and PATCO; and the Church Request for Special Event

Parking Under the Ben Franklin Bridge in Philadelphia.


CHAIRMAN BOYER: We have a motion.

Can we get a second?


CHAIRMAN BOYER: Are there any questions on

these motions?

All in favor of the motions, signify by saying

aye.




Aye.

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CHAIRMAN BOYER: No?

Ayes have it.

Approval of the Finance Committee Meeting

Minutes of February 11, 2015.

VICE CHAIRMAN NASH: So moved.


CHAIRMAN BOYER: Motion and second.





Aye.


Ayes have it.

Adopt Resolution approved by Finance Committee

of February 11, 2015. This is Additional Funding

towards Current Contract with Iron Mountain for Off-Site

Storage of Records.

Can I get a motion?




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CHAIRMAN BOYER: The motion is seconded.





Aye.

CHAIRMAN BOYER: No?

Ayes have it, motion carries.

The next item is Unfinished Business. Are

there any items for Unfinished Business for the DRPA

Board? Any items?

The next item is New Business? There are eight

items for New Business, for consideration for approval.

They are as follows: Consideration of Pending DRPA

Contracts between $25,000 and $100,000. If anyone has

any questions on those contracts between $25 and

$100,000? If not, I'll take a motion.




CHAIRMAN BOYER: All in favor say aye.


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Aye.

CHAIRMAN BOYER: Those opposed no?

(No response.)

Sole Source Procurement for Replacement and

Upgrade of BFB Moveable Barrier Wall Systems. Can I get

a motion?




CHAIRMAN BOYER: All in favor signify by saying

aye.




Aye.

CHAIRMAN BOYER: All those opposed no?


Cisco SMARTnet Maintenance Agreement. I'll

entertain a motion on the Cisco SMARTnet Maintenance

Agreement.

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CHAIRMAN BOYER: All in favor signify by saying

aye.




Aye.



Hewlett-Packard Maintenance Agreement. I'll

entertain a motion for that.


COMMISSIONER MASON: Second.


All in favor say aye.




Aye.

CHAIRMAN BOYER: All those opposed, nay.

Ayes have it. Motion carries.

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Microsoft Software Agreement.








Aye.

CHAIRMAN BOYER: All those opposed nay?


Agreements for Use of DRPA Properties.



CHAIRMAN BOYER: Any questions?

All those in favor say aye.




Aye.

CHAIRMAN BOYER: All those opposed, no?


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F150 Super Cab Ford trucks, 2. All in favor,

aye -- I mean, excuse me, motion?




CHAIRMAN BOYER: All those I favor, aye.




Aye.

CHAIRMAN BOYER: All those opposed, nay.


Interim Collective Bargaining Agreement

Extension.




All those opposed -- I mean, all those in

favor, aye?




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Aye.

CHAIRMAN BOYER: All those opposed, nay?

The ayes carry. Motion carries.

Is there a Report from the Citizens’ Advisory

Committee? Any report from the Citizens Advisory

Committee?

(No response.)

CHAIRMAN BOYER: Is there anyone from the

public that would like to speak?

We have one person that requested to speak, so

now we'll hear from Eulisis Delgado. Eulisis?

MR. DELGADO: Good morning. My name is Eulisis

Delgado. I am an employee for PATCO's B Line and a

resident of Camden, and a community activist in the city

of Camden.

I'm going to bring to the attention of the

board under the leadership of our chief of police. We

had a little incident about a month and a half ago. I

was coming in around 4 o'clock in the morning to come to

work and I see an officer having a confrontation with an

individual in our Ferry Station there. I don't know what

it was about. I just kept on walking. And the

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individual called me and asked me if I had a gun, what

are you going to do about it? And I just looked at him.

I says “You're acting stupid, why you don't go home?”

I wasn't aware that the officer called for

help. And it was real nice that the officer did not get

into a battle with the individual, an argument, and using

up his duties. But when I seen the officer -- I seen the

individual like grab something underneath; I panicked. I

went upstairs to the lobby and there were customers

there. And they asked me what was going on and I told

them, if anything happens there's all the way at the end

of the station, we have stairs there you continue to walk

straight down. And I seen my train; I hopped on it. I

was kind of scared.

When I came back, I told the Assistant General

Manager, Mr. John Rink, about it. They looked at the

tapes. And it could have been a further thing that

happened in there. And under the leadership, Chief,

you're doing a great job with our officers. This is like

Camden. I'm involved with the Metro Police Department

and the City of Camden, and our cops are doing a great

job in here, finally getting rid of the drugs in the City

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of Camden.

I want to invite some of the Commissioners and

the Chief. I'll be giving our Chief of Police, Mr. Scott

Thompson, a plaque for the great work he has done in the

City of Camden. I gave a plaque two and a half weeks ago

to our government in Moorestown. We had a private

conversation. And Mr. Steve Sweeney, the President of

the Senate, is coming to a Freeholder meeting in

Collingswood. I have spoken to his secretary. And he'll

be getting a plaque for the good work that they have done

in the City of Camden.

And Mr. Jeffrey Nash, continue the good work

you're doing for the residents of Camden. People around

the world are recognizing the good work under the

leaderships of our Freeholders, and our Mayor, and our

Governor. Bless you all. Have a great day.

(Applause.)


Do we have anyone else from the public?

No one else from the public? We're going to go

hold in abeyance the Delaware River Port Authority

meeting for the purpose of convening the PATCO Board

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meeting. We will then resume the Delaware River Port

Authority meeting and go into Executive Session.

Are there any objections? May I have a motion

to go into Executive Session?

COMMISSIONER DiANTONIO: Move the motion.

COMMISSIONER FENTRESS: Second.

CHAIRMAN BOYER: Seeing none, we are in

abeyance for the PATCO meeting.

(Off the record at 11:35 a.m.)

(On the record at 1:08 p.m.)

CHAIRMAN BOYER: May I have a motion to adjourn

the DRPA Board meeting?

COMMISSIONER FENTRESS: So moved.

COMMISSIONER: TAYLOR: Second.


All those in favor, aye?



TAYLOR, and COMMISSIONER FENTRESS: Aye.

CHAIRMAN BOYER: The DRPA Board meeting is

adjourned.

(Whereupon, at 1:08 p.m., the meeting adjourned

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on March 18, 2015.)

There being no further business, on motion duly made and

seconded, the meeting was adjourned.

Respectfully submitted,

Kristen K. MayockActing Corporate Secretary

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C E R T I F I C A T E

This is to certify that the attached

proceedings before the Delaware River Port Authority on

March 18, 2015, held as herein appears, that this is the

original transcript thereof for the file of the Agency.

FREE STATE REPORTING, INC.

______________________________Tim Atkinson(Official Reporter)



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SPECIAL TELEPHONIC BOARD MEETING

One Port Center2 Riverside DriveCamden, New Jersey

Wednesday, April 1, 2015

Pennsylvania

Ryan Boyer, Chairman (via telephone)Eugene DePasquale, Pennsylvania Auditor General

(via telephone)Rohan K. Hepkins (via telephone)John Lisko, Chief of Staff, Pennsylvania State

Treasury(via telephone)

Marian Moskowitz (via telephone)Whitney R. White (via telephone)Antonio Fiol-Silva (via telephone)

New Jersey

Charles Fentress (via telephone)Tamarisk Jones (via telephone)Denise Mason (via telephone)E. Frank DiAntonio (via telephone)Rick Taylor (via telephone)

DRPA Staff


Acting Corporate SecretaryStephen Holden, Deputy General CounselKathleen Vandy, Assistant General CounselTimothy Pulte, Chief Operating Officer (via telephone)



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James White, Chief Financial OfficerToni Brown, Chief Administrative Officer

(via telephone)John Rink, General Manager, PATCO (via telephone)Bennett Cornelius, Assistant General Manager, PATCO

(via telephone)Sheila Milner, Administrative CoordinatorElizabeth McGee, Administrative Coordinator

Others Present

Tyler Yingling, Esq., Assistant Counsel, New JerseyGovernor's Authorities Unit (via telephone)

David Dix, Assistant to Chairman Boyer (via telephone)Elizabeth Wagenseller, Deputy of External Affairs

(for Auditor General DePasquale)(via telephone)Christopher Gibson, Esq., Archer & Greiner

(New Jersey Counsel) (via telephone)Alan Kessler, Esq., Duane Morris

(Pennsylvania counsel) (via telephone)Stephanie Kosta, Esq., Duane Morris

(Pennsylvania counsel) (via telephone)John Dougherty, Business Manager, IBEW (via telephone)Tara Chupka, Assistant to John Dougherty (via

telephone)



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I N D E X

Page

Roll Call 3

DRPA-10-048 4

Adjourn 7



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(3:05 p.m.)

CHAIRMAN BOYER: It is 3:05. I'm going to

call the meeting to order and ask the Corporate

Secretary to take roll, please.

MS. MAYOCK: Chairman Boyer?

CHAIRMAN BOYER: Present.


COMMISSIONER MOSKOWITZ: Present.


COMMISSIONER DePASQUALE: Here.



MS. MAYOCK: We have John Lisko on behalf of

Treasurer Craig.

COMMISSIONER LISKO: Here.


COMMISSIONER HEPKINS: Here.

MS. MAYOCK: Soon-to-be new Pennsylvania

Commissioner Antonio Fiol-Silva?

COMMISSIONER FIOL-SILVA: Present.




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No, not yet.

Commissioner Sweeney? No.

Commissioner Mason?


MS. MAYOCK: Commissioner Jones?

COMMISSIONER JONES: Here.







MS. MAYOCK: We have a quorum. We're good.

Go ahead, Mr. Chairman.

CHAIRMAN BOYER: We have one item to discuss

today. It is DRPA-10-048, which was amended on

October 17, 2012, and will be further clarified today.

It is titled, "Restating the Authority's Policy on

Employment of Relatives," Series 168.

I want to make this clear, this is only –

Series 163, I'm sorry. It is only extending to

relatives and not the commissioners.



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MS. MAYOCK: And Toni Brown is on the line.

Ms. Brown, did you want to address this

matter?

MS. BROWN: Yes, I will, please. Thank you

and good afternoon, commissioners.

At the March board meeting, the board directed

me to prepare a summary statement and resolution that

clarifies the Authority's Policy on Employment of

Relatives, Series Number 163.

The resolution, as drafted, clarifies that the

Authority's employment of relatives policy does not

apply to temporary employment opportunities that are

associated with the Authority's annual summer intern

program.

So, accordingly, relatives of employees who

are full time, undergraduate, or graduate students at

an accredited college or university may participate in

the Authority's summer intern program.

Notwithstanding this clarification, no

relatives of any commissioners, officers, or employees

shall be offered full-time employment at DRPA and

PATCO.



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CHAIRMAN BOYER: Does anyone have any

questions for Ms. Brown?

MS. MAYOCK: And if you do have any questions,

please identify yourself, because we do have a court

reporter on the line. She is recording this. And we

just need everybody to identify themselves when they

are speaking.

(No response.)

CHAIRMAN BOYER: No further discussion?

I'll accept a motion to approve the

restatement of DRPA-10-048.


Fentress.

COMMISSIONER LISKO: John Lisko seconds.

CHAIRMAN BOYER: All in favor, signify by

saying aye.

ALL: Aye.

CHAIRMAN BOYER: All opposed?

(No response.)

CHAIRMAN BOYER: Motion carries.

MR. HANSON: Thank you, Commissioners.

There being no further business for the DRPA



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Board, I'll accept a motion to adjourn the DRPA

meeting.

COMMISSIONER TAYLOR: So moved.



MS. MAYOCK: Whoever made the motion, please

identify yourself?

COMMISSIONER TAYLOR: Rick Taylor.

MS. MAYOCK: Thank you, Commissioner.

And the second was?

COMMISSIONER DiANTONIO: Frank DiAntonio.

MS. MAYOCK: Thank you, Commissioners.

CHAIRMAN BOYER: All in favor?

ALL: Aye.


(No response.)

CHAIRMAN BOYER: The motion is carried and the

DRPA Board meeting is now adjourned.

(Whereupon, at 3:09 p.m., on Wednesday, April 1, 2015,

the meeting was adjourned.)



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There being no further business, on motion duly

made and seconded, the meeting was adjourned.





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proceedings before the Delaware River Port Authority

on April 1, 2015, held as herein appears, and that

this is the original transcript thereof for the file

of the Agency.


Laura Shanley(Official Reporter)

MONTHLY LIST OF PAYMENTS

DELAWARE RIVER PORT AUTHORITYMONTHLY LIST OF PAYMENTS 03/01/15 THRU 03/31/15

MEETING DATE 04/15/2015

VENDOR NAME ITEM DESCRIPTIONRESOLUTION #/ AUTHORIZATION AMOUNT

STANDARD INSURANCE COMPANY A/P Group Life & Accident 13-104 $55,309.71 A/P Group Life & Accident Total $55,309.71

COUNTRY GAS SERVICES INC Alternate Fuel 25KTHRES $21.00 Alternate Fuel Total $21.00

LINDSAY TRANSPORTATION SOLUTIONS Attenuator Repairs/Replacement 25KTHRES $19,039.97 Attenuator Repairs/Replacement Total $19,039.97

AJILON PROFESSIONAL STAFFING Audit, Legal, Consultant & Other 14-092 $6,728.45 ARCHER & GREINER Audit, Legal, Consultant & Other 13-032 $15,785.95 BALLARD SPAHR ANDREWS & INGERSOLL Audit, Legal, Consultant & Other 13-032 $67.50 BENEFIT HARBOR, LP Audit, Legal, Consultant & Other 14-104 $5,404.86 BROWN & CONNERY, LLP Audit, Legal, Consultant & Other 13-032 $6,903.26 BUCHANAN INGERSOLL & ROONEY PC Audit, Legal, Consultant & Other 13-032 $2,336.80 DEASEY MAHONEY & VALENTINI, LTD. Audit, Legal, Consultant & Other 13-032 $290.00 DILWORTH PAXSON LLP Audit, Legal, Consultant & Other 13-032 $1,192.50 DUANE MORRIS, LLP Audit, Legal, Consultant & Other 13-110 $19,049.97 PARKER MCCAY P.A. Audit, Legal, Consultant & Other 13-032 $1,890.00 PERRY RESOURCES Audit, Legal, Consultant & Other 14-092 $2,197.98 STANTEC CONSULTING SERVICES, INC Audit, Legal, Consultant & Other 14-106 $25,870.00 STEVENS & LEE Audit, Legal, Consultant & Other 13-032 $4,782.03

Audit, Legal, Consultant & Other Total $92,499.30HATCH MOTT MACDONALD, LLC AWB Assessment 11-094 $5,591.12 **

AWB Assessment Total $5,591.12UNI-SELECT USA, INC Batteries 14-037 $1,237.42

Batteries Total $1,237.42MODJESKI AND MASTERS, INC. BFB Biennial Inspection 14-011 $44,607.90

BFB Biennial Inspection Total $44,607.90HNTB CORPORATION - NORTHEAST DIVISION BFB PATCO Track Rehabilitation 12-080 $221,543.74 **RAILROAD/IRON BRIDGE - A JOINT VENTURE BFB PATCO Track Rehabilitation 13-079 $787,602.53 **

BFB PATCO Track Rehabilitation Total $1,009,146.27PENNONI ASSOCIATES INC BFB Remedial Investigation 11-094 $396.72

BFB Remedial Investigation Total $396.72REMINGTON & VERNICK ENGINEERS, INC BFB ROW Repairs 11-094 $21,154.48 **

BFB ROW Repairs Total $21,154.48REMINGTON & VERNICK ENGINEERS, INC BFB Standpipe Repairs 11-094 $1,890.72

BFB Standpipe Repairs Total $1,890.72BANK OF NEW YORK - MELLON Bond Service Bond Resolutions $480,784.11TD BANK, N.A. Bond Service Bond Resolutions $7,756,512.34

Bond Service Total $8,237,296.45TD WEALTH Bond Trustee Fees PRE 8-18 $1,500.00

Bond Trustee Fees Total $1,500.00AECOM TECHNICAL SERVICES, INC BRB Repairs 11-094 $36,298.69 **

BRB Repairs Total $36,298.69AMMANN & WHITNEY CONSULTING BRB Resurfacing 11-038 $10,591.53 **

BRB Resurfacing Total $10,591.53DAN COSGROVE Business Meetings 25KTHRES $40.00 ENGINEERS' SOCIETY OF WESTERN PENNSYLVANIA Business Meetings 25KTHRES $420.00 VITARELLI'S RESTAURANT & CATERING Business Meetings 25KTHRES $806.00 WOMEN'S BUSINESS ENTERPRISE COUNCIL Business Meetings 25KTHRES $130.00

Business Meetings Total $1,396.00CANCELLED/REISSUED CHECKS Cancelled/Reissued Checks $1,500.00

Cancelled/Reissued Checks Total $1,500.00AECOM TECHNICAL SERVICES, INC CBB Biennial Inspection 14-013 $17,283.77

CBB Biennial Inspection Total $17,283.77HNTB CORPORATION - NORTHEAST DIVISION CBB NJ Approaches 11-094 $27,248.59 **

CBB NJ Approaches Total $27,248.59BURNS ENGINEERING INC CBB Repairs 11-094 $1,527.24 **

CBB Repairs Total $1,527.24DAVID HEMSLEY CDL License 25KTHRES $44.00 DENNIS MOORE CDL License 25KTHRES $44.00 GREGORY M BLONIARZ CDL License 25KTHRES $44.00

** Capital Expenditures Page 1 of 8




ROBERT HAGAN CDL License 25KTHRES $44.00 CDL License Total $176.00

ROBERT MELIKIAN Citizen Advisory Committee Expenses 25KTHRES $26.28 Citizen Advisory Committee Expenses Total $26.28

VITARELLI'S RESTAURANT & CATERING Commissioner Meeting Expense 25KTHRES $655.00 Commissioner Meeting Expense Total $655.00

EPLUS TECHNOLOGY INC Computer Equipment 14-135 $44,930.68 **MODSPACE Computer Equipment 25KTHRES $600.00 **

Computer Equipment Total $45,530.68BERKSHIRE ASSOCIATES INC Contractual Services 25KTHRES $250.00 COURT LIAISON SERVICES, LLC Contractual Services 14-088 $2,500.00 HOMELAND DEFENSE SOLUTIONS INC Contractual Services 13-101 $4,824.00 IRON MOUNTAIN INCORPORATED Contractual Services 12-044 $8,915.22 MISTRAS GROUP INC. Contractual Services 25KTHRES $1,246.87

Contractual Services Total $17,736.09CANON FINANCIAL SERVICES INC Copier Lease 11-027 $7,598.82

Copier Lease Total $7,598.82AMERICAN EXPRESS Credit Card Fees 04-031 $6.54

Credit Card Fees Total $6.54WATTS WINDOW CLEANING Custodial Services 13-091 $20,717.62

Custodial Services Total $20,717.62BENTLEY SYSTEMS INC Data Processing 25KTHRES $190.50 BERKSHIRE ASSOCIATES INC Data Processing 25KTHRES $5,250.00 ETI, LLC Data Processing 25KTHRES $534.50 LEXISNEXIS Data Processing 25KTHRES $1,159.00 POWERDMS, INC Data Processing 25KTHRES $6,100.00 SOFTWARE HOUSE INTERNATIONAL Data Processing 25KTHRES $1,398.41

Data Processing Total $14,632.41CLEAN VENTURE INC Disposal Fees 13-076 $3,545.50 EMANUEL TIRE OF PA, INC. Disposal Fees 25KTHRES $911.85 SAFETY-KLEEN SYSTEMS, INC. Disposal Fees 25KTHRES $289.53

Disposal Fees Total $4,746.88ATLANTIC CITY ELECTRIC Electricity UTILITY $14,661.76 DIRECT ENERGY BUSINESS Electricity UTILITY $21,909.89 P S E & G Electricity UTILITY $8,263.56 PECO ENERGY Electricity UTILITY $34,946.46

Electricity Total $79,781.67COOPER UNIVERSITY HOSPITAL Employee Assistance Program 11-097 $11,280.00

Employee Assistance Program Total $11,280.00DELTA DENTAL Employee Dental Insurance 13-103 $59,282.81

Employee Dental Insurance Total $59,282.81AMERIHEALTH INSURANCE Employee Medical Insurance 13-102 $1,333,035.82

Employee Medical Insurance Total $1,333,035.82AISHA TOLEDO Employee Mileage 25KTHRES $5.18 BARBARA HOLCOMB Employee Mileage 25KTHRES $61.60 BRENDA L GREENE Employee Mileage 25KTHRES $40.90 BRIAN P. MCFADDEN Employee Mileage 25KTHRES $20.03 CHARLES MAZZONE Employee Mileage 25KTHRES $15.54 DANIELLE WOODARD Employee Mileage 25KTHRES $10.36 DARYL JENIFER Employee Mileage 25KTHRES $5.18 DAWN WHITON Employee Mileage 25KTHRES $18.98 EILEEN SMITH Employee Mileage 25KTHRES $23.00 ERIN WATTERSON Employee Mileage 25KTHRES $10.35 FRANKLIN MANN Employee Mileage 25KTHRES $7.84 FRANKLIN WASHINGTON Employee Mileage 25KTHRES $13.81 GERALD FABER Employee Mileage 25KTHRES $73.15 GLENN CARNEY Employee Mileage 25KTHRES $15.52 HOWARD KORSEN Employee Mileage 25KTHRES $54.05 JAMES CAMPBELL Employee Mileage 25KTHRES $10.36 JAMES MURRAY Employee Mileage 25KTHRES $15.53





JANET ROMANI Employee Mileage 25KTHRES $31.08 JEFFREY HARTNETT Employee Mileage 25KTHRES $16.10 JOHN CUJDIK Employee Mileage 25KTHRES $3.45 JOHN G. PETERSON Employee Mileage 25KTHRES $60.34 KELLY ZACHWIEJA Employee Mileage 25KTHRES $3.45 KRISTEN KIRK MAYOCK Employee Mileage 25KTHRES $272.65 MARK LOPEZ Employee Mileage 25KTHRES $18.40 MICHAEL VENUTO Employee Mileage 25KTHRES $62.75 MORTIQUE HILL Employee Mileage 25KTHRES $5.18 NIASHA JORDAN Employee Mileage 25KTHRES $11.50 SABRINA SPEI Employee Mileage 25KTHRES $14.95 SUSAN SQUILLACE Employee Mileage 25KTHRES $39.65 THOMAS M KNETZ Employee Mileage 25KTHRES $78.77 TIMOTHY AHERN Employee Mileage 25KTHRES $11.50 TONI CORSEY Employee Mileage 25KTHRES $6.90 WILLIAM J STRICKER Employee Mileage 25KTHRES $8.00

Employee Mileage Total $1,046.05VISION BENEFITS OF AMERICA Employee Vision Insurance 13-105 $5,924.40

Employee Vision Insurance Total $5,924.40ATLANTIC TACTICAL Equipment 25KTHRES $1,471.95 DELL MARKETING L.P. Equipment 25KTHRES $1,042.09 EPLUS TECHNOLOGY INC Equipment 25KTHRES $1,910.40 LAWMEN SUPPLY CO OF NEW JERSEY, INC. Equipment 25KTHRES $980.00 MPH INDUSTRIES INC Equipment 25KTHRES $8,368.00 SOFTWARE HOUSE INTERNATIONAL Equipment 25KTHRES $122.12 W.B. MASON CO. INC. Equipment 25KTHRES $64.73

Equipment Total $13,959.29GRANT THORNTON LLP ERP Consulting Services 12-050 $206,365.00 **

ERP Consulting Services Total $206,365.00QUINTEL-MC, INC. ERP Integration Services 14-072 $534,658.00

ERP Integration Services Total $534,658.00VERIZON WIRELESS ERP Tablet Data Fee UTILITY $160.04

ERP Tablet Data Fee Total $160.04XEROX STATE & LOCAL SOLUTIONS, INC. E-ZPass Clearing Account 04-031 $39,305.25

E-ZPass Clearing Account Total $39,305.25NJ TURNPIKE AUTHORITY (NJ E-ZPASS) E-ZPass Credit Card Fee 04-031 $180,116.47PAYMENTECH E-ZPass Credit Card Fee 04-031 $289.46

E-ZPass Credit Card Fee Total $180,405.93XEROX STATE & LOCAL SOLUTIONS, INC. E-ZPass Fixed Monthly Operations Fee 14-031 $27,810.29

E-ZPass Fixed Monthly Operations Fee Total $27,810.29XEROX STATE & LOCAL SOLUTIONS, INC. E-ZPass VPC 14-031 $17,714.59

E-ZPass VPC Total $17,714.59XEROX STATE & LOCAL SOLUTIONS, INC. E-ZPass Walk In CSC 14-031 $44,597.50

E-ZPass Walk In CSC Total $44,597.50INTERNAL REVENUE SERVICE-CHICAGO Federal/FICA Payroll Taxes $803,118.31

Federal/FICA Payroll Taxes Total $803,118.31ACACIA FINANCIAL GROUP INC Financial Advisory Services 11-080 $500.00 PUBLIC FINANCIAL MANAGEMENT, INC. Financial Advisory Services 14-144 $1,250.00

Financial Advisory Services Total $1,750.00NETWORKFLEET, INC. Fleet GPS 13-085 $4,699.60

Fleet GPS Total $4,699.60RIGGINS Gasoline - Unleaded 14-082 $27,345.93

Gasoline - Unleaded Total $27,345.93PPC LUBRICANTS Grease and Oil 14-022 $5,529.28

Grease and Oil Total $5,529.28P S E & G Heat UTILITY $14,834.39 PHILADELPHIA GAS WORKS Heat UTILITY $29,924.88 SOUTH JERSEY GAS COMPANY Heat UTILITY $33,907.24

Heat Total $78,666.51AON RISK SERVICES CENTRAL, INC. Insurance 14-069 $148,317.50





Insurance Total $148,317.50PORT AUTHORITY TRANSIT Intercompany Transfers $900,000.00

Intercompany Transfers Total $900,000.00IUOE 542 BENEFIT FUNDS IUOE Medical Insurance 14-107 $281,907.00

IUOE Medical Insurance Total $281,907.00KATHLEEN VANDY Job Certifications & Licenses 25KTHRES $212.00

Job Certifications & Licenses Total $212.00JESCO INC Landscaping - Equipment Repairs 25KTHRES $3,051.12

Landscaping - Equipment Repairs Total $3,051.12BANK OF AMERICA Letter of Credit Payment 12-021 $250.00

Letter of Credit Payment Total $250.00BMC SOFTWARE INC. Licensing Fees - Software 25KTHRES $11,865.63 CROSS MATCH TECHNOLOGIES, INC. Licensing Fees - Software 25KTHRES $1,813.55 ECONOMIC ANALYSIS GROUP, LTD. Licensing Fees - Software 25KTHRES $11,526.36

Licensing Fees - Software Total $25,205.54FRANKLIN ELECTRIC CO Lighting, Elect. & Lane Markers 25KTHRES $18,297.37 **

Lighting, Elect. & Lane Markers Total $18,297.37CAMDEN PARKING AUTHORITY Limited Mobility Parking 25KTHRES $818.55

Limited Mobility Parking Total $818.55TD BANK, N.A. LOC Fees 12-021 $235,093.14BARCLAY OPERATING CORP LOC Fees 12-021 $221,076.44

LOC Fees Total $456,169.58 BARCLAYS CAPITAL, INC. LOC Fees - 2010 Ref Rev Bonds 25KTHRES $750.00

LOC Fees - 2010 Ref Rev Bonds Total $750.00BANK OF NEW YORK - MELLON LOC Fees -2010 Rev Ref Bonds 12-021 $51,620.50

LOC Fees -2010 Rev Ref Bonds Total $51,620.50 INTERSTATE MOBILE CARE, INC. Medical Testing Services 14-103 $1,810.00 WORKNET OCCUPATIONAL MEDICINE Medical Testing Services 14-103 $92.25

Medical Testing Services Total $1,902.25 ALLEN SULLIVAN Membership Dues 25KTHRES $130.00 INTERNAL AFFAIRS BURLINGTON COUNTY Membership Dues 25KTHRES $50.00 NEW JERSEY BUSINESS & INDUSTRY Membership Dues 25KTHRES $2,140.00 NJ LAWYERS' FUND Membership Dues 25KTHRES $848.00 U.S.P.S. POSTMASTER Membership Dues 25KTHRES $146.00

Membership Dues Total $3,314.00 BROWN'S GRAPHIC SOLUTIONS, INC Nameplates 25KTHRES $142.70

Nameplates Total $142.70TD BANK, N.A. Net Payroll $81,142.16WELLS FARGO BANK, NA Net Payroll $1,814,014.55

Net Payroll Total $1,895,156.71N.J. STATE - GIT NJ Payroll Taxes $77,421.29

NJ Payroll Taxes Total $77,421.29 TREASURER, STATE OF NEW JERSEY NJDEP Fees BFB 25KTHRES $2,880.00

NJDEP Fees BFB Total $2,880.00 NATIONAL UNION FIRE INSURANCE CO OCIP Accrual 14-052 $91,672.08

OCIP Accrual Total $91,672.08 **CANON SOLUTIONS AMERICA, INC. Office Equipment 11-027 $985.00 G.A. BLANCO & SONS Office Equipment 25KTHRES $7,370.00

Office Equipment Total $8,355.00 CANON SOLUTIONS AMERICA, INC. Office Supplies 11-027 $3,583.86 PAPER MART, INC. Office Supplies 13-152 $272.50 W.B. MASON CO. INC. Office Supplies 14-144 $3,288.67

Office Supplies Total $7,145.03PA DEPT OF REVENUE PA Payroll Taxes $24,669.18

PA Payroll Taxes Total $24,669.18 XEROX STATE & LOCAL SOLUTIONS, INC. Parking TXN Fees 14-031 $390.67

Parking TXN Fees Total $390.67 LAZ PARKING MID ATLANTIC LLC Part-time Toll Collectors 13-095 $62,546.16

Part-time Toll Collectors Total $62,546.16 **CUBIC TRANSPORTATION SYSTEMS PATCO AFC Upgrade 14-036 $879,930.00





PATCO AFC Upgrade Total $879,930.00 CANON SOLUTIONS AMERICA, INC. PATCO Copier Expense 11-027 $592.85

PATCO Copier Expense Total $592.85 **A.P. CONSTRUCTION INC PATCO Escalator Replacement 12-010 $113,852.50 **BURNS ENGINEERING INC PATCO Escalator Replacement 12-011 $8,793.13

PATCO Escalator Replacement Total $122,645.63 **STV, INC PATCO Fleet Rehabilitation 11-094 $59,414.59

PATCO Fleet Rehabilitation Total $59,414.59 STV, INC PATCO Franklin Square Study 11-094 $19,047.54

PATCO Franklin Square Study Total $19,047.54 AON RISK SERVICES CENTRAL, INC. PATCO Insurance 14-069 $16,250.00

PATCO Insurance Total $16,250.00 **PENNONI ASSOCIATES INC PATCO Outbound Survey 13-081 $53,998.45

PATCO Outbound Survey Total $53,998.45 UNITED PARCEL SERVICE (UPS) PATCO Postage 25KTHRES $20.16

PATCO Postage Total $20.16 SPRINT PATCO Telephone UTILITY $2,137.80 VERIZON PATCO Telephone UTILITY $10,524.41 VERIZON BUSINESS PATCO Telephone UTILITY $270.70

PATCO Telephone Total $12,932.91 **GANNETT FLEMING, INC. PATCO Track Modifications CEOEMG $5,881.11

PATCO Track Modifications Total $5,881.11PNC P-Card Purchases 25KTHRES $107,302.98

P-Card Purchases Total $107,302.98N.J. PUBLIC EMPLOYEES RETIREMENT SYSTEM Pension & Benefits $6,319.54

Pension & Benefits Total $6,319.54 CITY OF PHILADELPHIA Phila Employee W/H Taxes $28,106.78

Phila Employee W/H Taxes Total $28,106.78 DELAWARE VALLEY REGIONAL PLANNING COMM. Philadelphia Port Impact Study 14-113 $25,962.38

Philadelphia Port Impact Study Total $25,962.38 UNITED PARCEL SERVICE (UPS) Postage 25KTHRES $323.98

Postage Total $323.98 ALLEN REPRODUCTION CO Printing 25KTHRES $1,217.39 STAPLES PRINT SOLUTIONS Printing 25KTHRES $740.00

Printing Total $1,957.39 ESKILL CORPORATION Professional Services 25KTHRES $3,500.00 HEALTHMARK INC Professional Services 25KTHRES $25.00 HR SIMPLIFIED, INC. Professional Services 25KTHRES $125.00

Professional Services Total $3,650.00 BOTTOMLINE TECHNOLOGIES INC Promotion and Development 25KTHRES $800.00

Promotion and Development Total $800.00 **BRINKERHOFF ENVIORNMENTAL SERVICES Remedial Investigation NJ Sites 14-030 $60,668.13

Remedial Investigation NJ Sites Total $60,668.13 KAPSCH TRAFFICCOM IVHS INC. Repair/Replacement Toll Equip 25KTHRES $726.20 W W GRAINGER INC Repair/Replacement Toll Equip 25KTHRES $254.00

Repair/Replacement Toll Equip Total $980.20 INTERNATIONAL ROAD DYNAMICS CORP. Repairs - Bridges 25KTHRES $7,019.75 JOHNSON CONTROLS INC Repairs - Bridges 25KTHRES $4,182.25 SCHNEIDER ELECTRIC Repairs - Bridges 25KTHRES $6,143.80 T SLACK ENVIRONMENTAL SERVICES INC Repairs - Bridges 14-022 $796.60 THYSSENKRUPP ELEVATOR CORPORATION Repairs - Bridges 12-003 $5,009.17

Repairs - Bridges Total $23,151.57 TRI-COUNTY TERMITE & PEST CONTROL INC. Repairs - Buildings 25KTHRES $90.00

Repairs - Buildings Total $90.00 ASSA ABLOY ENTRANCE SYSTEMS US INC. Repairs - Equipment 25KTHRES $662.00 FORTRESS PROTECTION, LLC Repairs - Equipment 25KTHRES $979.25 FYR FYTER SALES AND SERVICE Repairs - Equipment 25KTHRES $24.29 PRESSTEK INC Repairs - Equipment 25KTHRES $5,988.00

Repairs - Equipment Total $7,653.54 ONE CALL CONCEPTS Repairs - Signs 25KTHRES $43.92





PENNSYLVANIA ONE CALL SYSTEM INC Repairs - Signs 25KTHRES $19.68Repairs - Signs Total $63.60 **

AMERICAN BRIDGE CO Repairs Bridge 14-121 $356,030.00Repairs Bridge Total $356,030.00 **

ALLEN REPRODUCTION CO Repairs Roadway 25KTHRES $613.80 **REMINGTON & VERNICK ENGINEERS, INC Repairs Roadway 13-058 $2,580.00

Repairs Roadway Total $3,193.80 **JOHNSON, MIRMIRAN & THOMPSON, INC. Repairs to Buildings 14-099 $5,868.72 **REMINGTON & VERNICK ENGINEERS, INC Repairs to Buildings 11-094 $2,917.21 **ROBINSON STEEL PRODUCTS Repairs to Buildings 25KTHRES $5,555.00

Repairs to Buildings Total $14,340.93 NATIONAL PAVING CO, INC Replacement of Roadway 25KTHRES $261.56

Replacement of Roadway Total $261.56 STANDARD INSURANCE COMPANY Retiree Life Insurance 13-104 $26,808.80

Retiree Life Insurance Total $26,808.80 AMERIHEALTH INSURANCE Retiree Medical Insurance 13-102 $406,015.87 HORIZON BLUE CROSS BLUE SHIELD Retiree Medical Insurance 13-114 $103,892.15 UNITED HEALTHCARE/AARP Retiree Medical Insurance 13-115 $232,603.06

Retiree Medical Insurance Total $742,511.08 **JACOBS ENGINEERING GROUP INC RF Coverage Enhancements 11-094 $1,770.58

RF Coverage Enhancements Total $1,770.58 UNITED STATES COAST GUARD Riverlink Ferry Renew Application Fee 25KTHRES $26.00

Riverlink Ferry Renew Application Fee Total $26.00 MORTON SALT INC. Snow Removal - Salt 14-140 $106,027.85 OCEANPORT INDUSTRIES INC. Snow Removal - Salt 14-144 $37,532.50

Snow Removal - Salt Total $143,560.35 CROSS MATCH TECHNOLOGIES, INC. Soft/Hardware Service Contracts 25KTHRES $3,449.30 EMERSON NETWORK POWER Soft/Hardware Service Contracts 25KTHRES $14,613.87 SCHNEIDER ELECTRIC Soft/Hardware Service Contracts 14-102 $3,101.75 SUNGARD AVAILABILITY SERVICES LP Soft/Hardware Service Contracts 10-135 $4,023.00

Soft/Hardware Service Contracts Total $25,187.92SOWINSKI SULLIVAN ARCHITECTS, PC Station Improvements 13-080 $14,560.22 **

Station Improvements Total $14,560.22503 CORP Stores Inventory 25KTHRES $1,153.50 AIRGAS SAFETY Stores Inventory 25KTHRES $286.20 BDF INDUSTRIAL FASTENERS Stores Inventory 25KTHRES $442.60 FRANKLIN ELECTRIC CO Stores Inventory 25KTHRES $1,952.16 LANDSMAN UNIFORM Stores Inventory 25KTHRES $330.00 MULTIFACET, INC. Stores Inventory 25KTHRES $2,659.43 OLD DOMINION BRUSH Stores Inventory 25KTHRES $480.00 OPTICS PLANET INC Stores Inventory 25KTHRES $455.00 PENDERGAST SAFETY EQUIP Stores Inventory 25KTHRES $1,268.12 SALERNO TIRE CORPORATION Stores Inventory 25KTHRES $3,815.36 SHERWIN WILLIAMS Stores Inventory 25KTHRES $2,214.43 W W GRAINGER INC Stores Inventory 25KTHRES $787.28

Stores Inventory Total $15,844.08BUSINESS INSURANCE Subscriptions 25KTHRES $99.00 DIRECTV Subscriptions 25KTHRES $13.60 GOVERNMENT NEWS NETWORK - GOVNET Subscriptions 25KTHRES $165.00 THOMSON REUTERS- WEST Subscriptions 25KTHRES $815.34

Subscriptions Total $1,092.94ATLANTIC TACTICAL Supplies 25KTHRES $304.80 EAGLE POINT GUN Supplies 25KTHRES $1,230.45 FYR FYTER SALES AND SERVICE Supplies 25KTHRES $241.42 SOUTH JERSEY WELDING Supplies 25KTHRES $407.09 TRI-COUNTY TERMITE & PEST CONTROL INC. Supplies 25KTHRES $165.00 UNITED SITE SERVICES NORTHEAST, INC. Supplies 25KTHRES $367.84

Supplies Total $2,716.60GOVDEALS, INC. Surplus Sales Fee 25KTHRES $180.74

Surplus Sales Fee Total $180.74





UBS GLOBAL ASSET MANAGEMENT Swap Interest Payments 01-019 $2,691,162.23Swap Interest Payments Total $2,691,162.23

SPRINT Telephone UTILITY $2,636.36 VERIZON Telephone UTILITY $43,574.89 VERIZON BUSINESS Telephone UTILITY $2,522.45 VERIZON WIRELESS Telephone UTILITY $6,916.33

Telephone Total $55,650.03UNI-SELECT USA, INC Tires and Tubes 14-037 $287.06

Tires and Tubes Total $287.06DUNBAR ARMORED, INC. Toll Deposit Processing Fee 14-093 $14,982.65

Toll Deposit Processing Fee Total $14,982.65JOSEPH TAYLOR Toll Refunds 25KTHRES $5.00 LESTER WILLOUGHBY Toll Refunds 25KTHRES $5.00 YASSER HUSSAIN Toll Refunds 25KTHRES $4.00

Toll Refunds Total $14.00UNI-SELECT USA, INC Tools 14-037 $11.92

Tools Total $11.92ALLEN SULLIVAN Training - Registration 25KTHRES $240.00 BUSINESS & LEGAL RESOURCES INC (BLR) Training - Registration 25KTHRES $219.00 CAMDEN COUNTY POLICE ACADEMY Training - Registration 25KTHRES $750.00 FRED PRYOR SEMINARS Training - Registration 25KTHRES $199.00 KNOWLEDGE CONFERENCES, LLC Training - Registration 25KTHRES $275.00 NATIONAL SEMINARS TRAINING Training - Registration 25KTHRES $199.00 NECI Training - Registration 25KTHRES $555.00 PMA CONFERENCE MANAGEMENT Training - Registration 25KTHRES $3,994.00 SKILLPATH SEMINARS Training - Registration 25KTHRES $412.00 THE ROSSDALE GROUP, LLC Training - Registration 25KTHRES $139.00 VILLANOVA UNIVERSITY Training - Registration 25KTHRES $2,095.00

Training - Registration Total $9,077.00LORMAN EDUCATION SERVICES Training, Travel and Subsistence 25KTHRES $179.15 SKILLPATH SEMINARS Training, Travel and Subsistence 25KTHRES $33.65 VILLANOVA UNIVERSITY Training, Travel and Subsistence 25KTHRES $17.60

Training, Travel and Subsistence Total $230.40XEROX STATE & LOCAL SOLUTIONS, INC. Transaction Fees 04-031 $171,392.75 XEROX STATE & LOCAL SOLUTIONS, INC. Transaction Fees 04-031 $37,891.81

Transaction Fees Total $209,284.56ALSTOM TRANSPORTATION INCORPORATED Transit Car Overhaul 10-154 $1,497,770.48 **

Transit Car Overhaul Total $1,497,770.48WASTE MANAGEMENT OF NEW JERSEY, INC Trash Removal 13-071 $169.00 WASTE MANAGEMENT OF PA INC Trash Removal 13-071 $705.28

Trash Removal Total $874.28JAMES BEACH Tuition Reimbursement 25KTHRES $1,695.00

Tuition Reimbursement Total $1,695.00A&A GLOVE & SAFETY CO. Uniforms 25KTHRES $1,408.00 ACME UNIFORM FOR INDUSTRY Uniforms 25KTHRES $552.95 LAWMEN SUPPLY CO OF NEW JERSEY, INC. Uniforms 25KTHRES $2,036.00 QUALITY CONCEPTS, INC. Uniforms 25KTHRES $1,136.40

Uniforms Total $5,133.35EMPLOYEE PASS THROUGH PAYMENTS Union Dues, Employee Contributions, Etc. $415,307.16

Union Dues, Employee Contributions, Etc. Total $415,307.16UNI-SELECT USA, INC Vehicle Repairs - Inside 14-037 $2,204.37

Vehicle Repairs - Inside Total $2,204.37UNI-SELECT USA, INC Vehicle Supplies 14-037 $1,425.35

Vehicle Supplies Total $1,425.35CAMDEN COUNTY MUA Water and Sewer UTILITY $1,936.00 CITY OF CAMDEN Water and Sewer UTILITY $4,911.65 NESTLE WATERS NORTH AMERICA Water and Sewer 14-058 $298.59 NEW JERSEY AMERICAN WATER Water and Sewer UTILITY $351.53 WATER REVENUE BUREAU Water and Sewer UTILITY $6,861.78

Water and Sewer Total $14,359.55





QUAL-LYNX Workmen's Compensation 12-105 $119,271.10Workmen's Compensation Total $119,271.10

$25,060,563.12


PURCHASE ORDERS & CONTRACTS

DRPA MONTHLY LIST OF PURCHASE ORDER CONTRACTS - MARCH 2015

VENDOR NAME ITEM DESCRIPTION PO NUMBER AMOUNT RESOLUTION

503 CORP Stores Inventory Account P15P0083 $756.00 25KTHRES

A&A GLOVE & SAFETY CO. Stores Inventory Account P15P0084 $2,479.50 25KTHRES

A&A GLOVE & SAFETY CO. Stores Inventory Account P15P0118 $1,227.00 25KTHRES

A&A GLOVE & SAFETY CO. Uniforms P15P0086 $308.00 25KTHRES

A&A GLOVE & SAFETY CO. Uniforms P15P0087 $1,100.00 25KTHRES







ADVANCED MONEY SYSTEMS INC. Miscellaneous Equipment P15P0098 $5,442.93 25KTHRES

ALLIED ELECTRONICS Repair/Replacement Toll Equip P15P0109 $249.00 25KTHRES

ANYZEK FUEL INC Diesel Fuel P15B0079 $7,700.00 25KTHRES

ATLANTIC TACTICAL Miscellaneous Supplies P15P0044 $304.80 25KTHRES

AVANTI DATA PRODUCTS Repair/Replacement Toll Equip P15P0120 $280.00 25KTHRES

BDF INDUSTRIAL FASTENERS Stores Inventory Account P15P0104 $147.20 25KTHRES

BDF INDUSTRIAL FASTENERS Stores Inventory Account P15P0114 $305.87 25KTHRES

BILLOWS ELECTRIC SUPPLY Repairs - Bridges P15P0106 $3,449.00 25KTHRES

BORTEK INDUSTRIES Stores Inventory Account P15P0132 $1,320.00 25KTHRES

CHEMSEARCH Stores Inventory Account P15P0115 $1,438.96 25KTHRES

CHESTNUT MARKETING GROUP Printing P15P0111 $1,050.00 25KTHRES

COMPUTECH INTERNATIONAL DWI Enforcement P15S0054 $20,856.00 25KTHRES

CONTROL GROUP COMPANIES, LLC Stores Inventory Account P15P0080 $14,610.00 25KTHRES

EAGLE POINT GUN Miscellaneous Supplies P15S0049 $1,230.45 25KTHRES

EPLUS TECHNOLOGY INC Professional Services P15S0045 $8,700.00 25KTHRES

EPLUS TECHNOLOGY INC Professional Services P15S0055 $1,721.00 25KTHRES

FRANKLIN ELECTRIC CO Stores Inventory Account P15P0081 $2,000.00 25KTHRES

FRANKLIN ELECTRIC CO Stores Inventory Account P15P0127 $2,505.66 25KTHRES

G.A. BLANCO & SONS Furniture and Fixtures P15S0048 $640.00 25KTHRES

G.A. BLANCO & SONS Office Equipment P15P0091 $7,370.00 25KTHRES

GRIFFITH ELECTRIC SUPPLY Stores Inventory Account P15P0119 $6,201.59 25KTHRES

HENKE MANUFACTURING Stores Inventory Account P15P0105 $432.00 25KTHRES

HMW ENTERPRISES, INC. Stores Inventory Account P15P0117 $3,375.00 25KTHRES

HYATT'S GRAPHIC SUPPLY Signs P15P0095 $5,226.40 25KTHRES

INTERCON TRUCK EQUIPMENT INC Vehicles P15S0053 $17,850.00 25KTHRES

JESCO INC Landscaping - Equipment Repairs P15E0006 $3,051.12 25KTHRES

KERSHNER OFFICE FURNITURE Furniture and Fixtures P15P0094 $1,186.00 25KTHRES

LAUREL LAWNMOWER SERVICE Snow Removal - Equipment P15P0122 $3,058.00 25KTHRES

LAWMEN SUPPLY CO OF NEW JERSEY, INC. Miscellaneous Supplies P15P0085 $2,157.60 25KTHRES

LAWSON PRODUCTS INC Stores Inventory Account P15P0107 $712.80 25KTHRES

LINDSAY TRANSPORTATION SOLUTIONS Barrier System P15L0010 $14,420.00 25KTHRES

M.H. CORBIN INC. Signs P15L0019 $1,891.00 25KTHRES

MISTRAS GROUP INC. Contractual Services P15L0020 $19,350.00 25KTHRES

MULTIFACET, INC. Stores Inventory Account P15P0073 $389.00 25KTHRES


MULTIFACET, INC. Stores Inventory Account P15P0110 $1,141.55 25KTHRES


OLD DOMINION BRUSH Stores Inventory Account P15P0071 $480.00 25KTHRES

OLD DOMINION BRUSH Stores Inventory Account P15P0103 $2,400.00 25KTHRES

ORION SAFETY PRODUCTS Stores Inventory Account P15P0112 $2,470.00 25KTHRES

PABCO INDUSTRIES,INC Stores Inventory Account P15P0108 $2,397.50 25KTHRES

PAPER MART, INC. Office Supplies P15P0131 $439.80 25KTHRES

PITNEY BOWES Miscellaneous Equipment P15M0012 $4,556.80 25KTHRES

PITNEY BOWES Rentals P15M0017 $864.00 25KTHRES

PRAXAIR DISTRIBUTOR MID ATLANTIC LLC DBA GTS WELCO Other Equipment P15P0092 $6,165.38 25KTHRES

PRAXAIR DISTRIBUTOR MID ATLANTIC LLC DBA GTS WELCO Other Equipment P15P0129 $18,521.00 25KTHRES

RENO SOFTWARE LLC Licensing Fees - Software P15M0014 $2,750.00 25KTHRES

SOFTWARE HOUSE INTERNATIONAL Miscellaneous Equipment P15S0052 $4,615.00 25KTHRES

SOUTH CAMDEN IRON WORKS Repairs Bridge P15P0123 $22,413.43 25KTHRES

STAR LITE PRODUCTIONS Bridge Decorative Lighting P15P0097 $5,419.00 25KTHRES

TOTAL EQUIPMENT TRAINING License fees P15P0093 $3,849.97 25KTHRES

TRAFFIX DEVICES INC. Repairs - Other Equipment P15E0004 $3,726.90 25KTHRES

TRANE U.S. INC. Repairs - Heating/AC System P15L0018 $4,062.00 25KTHRES

TRANSPO INDUSTRIES INC Attenuator Repairs/Replacement P15L0017 $5,740.00 25KTHRES

UNITED ELECTRIC SUPPLY Electrical Supplies P15P0070 $1,627.92 25KTHRES

U.S. MUNICIPAL SUPPLY INC Stores Inventory Account P15P0113 $562.50 25KTHRES

W.B. MASON CO. INC. Office Supplies P15A0039 $150.00 DRPA-14-144

DRPA MONTHLY LIST OF PURCHASE ORDER CONTRACTS - MARCH 2015


Y-PERS Stores Inventory Account P15P0096 $1,692.00 25KTHRES

BALANCE SHEET


Combined Financial Statements andNotes to the Combined Financial Statements

Year Ended December 31, 2014

(Unaudited)


BALANCE SHEET

DECEMBER 31, 2014(Unaudited)

(Unaudited)

Restricted Funds Restricted Funds December 31, 2014 Dec. 31, 2013

ASSETS Capital Project Revenue Maintenance Bond Service Bond Reserve General Combined Combined

Fund Funds Fund Reserve Fund Funds Funds Fund Total Total

Cash (Schedule 1) - 536,831$ 3,833,777$ 3,855,503$ 8,226,111$ 5,759,841$

Investment in securities (Schedule 2):

Restricted 255,890,214 4,688,525$ 73,541,898$ 134,447,611$ 468,568,248 551,626,332

Unrestricted 13,910,069 457,239,756 471,149,824 425,680,424

255,890,214 13,910,069 4,688,525 73,541,898 134,447,611 457,239,756 939,718,073 977,306,756

Accrued interest receivable 3,605 - - - - 425,709 429,314 478,425

Accounts receivable 3,865,107 10,212,386 14,077,493 11,691,000

Transit system and stores inventory 415,568 5,584,046 5,999,614 6,511,752

Prepaid expenses and other assets - 2,419,942 1,834,523 4,254,465 3,742,741

Economic development loans - Net (Schedule 5) 15,943,277 15,943,277 16,700,580

Investment in facilities 2,127,232,646$ 1,910,433 2,129,143,079 2,001,962,089

Less accumulated depreciation 779,236,228 - 779,236,228 728,507,967

1,347,996,419 1,910,433 1,349,906,851 1,273,454,122

Debt issuance cost, net of amortization 1,031,134 303,917 1,335,051 1,395,834

Loss on Refunding of Debt 7,735,298 4,603,918 12,339,216 14,711,000

Deferred outflows on hedging derivatives 116,424,408 116,424,408 114,317,916

1,473,187,258 256,430,650 24,444,463 4,688,525 73,541,898 134,447,611 501,913,466 2,468,653,871 2,426,069,966

LIABILITIES AND FUND EQUITIES

Accounts payable:

Retained amount on contracts 135,440 14,131,074 14,266,514 8,938,572

Other 12,265,829 21,176,952 33,442,781 24,242,515

12,401,269 35,308,026 47,709,296 33,181,087

Accrued liabilities:

Interest 25,340,607 25,340,607 13,534,008

Pension 705,565 1,957,124 2,662,689 1,867,985

Sick and vacation leave benefits 2,809,566 1,255,301 4,064,867 4,121,393

Derivative Instruments 145,825,012 - 692,191 - 146,517,203 150,233,218

Other (Includes OPEB liability) 20,963,448 10,146,963 31,110,410 41,886,037

145,825,012 24,478,579 25,340,607 692,191 13,359,387 209,695,776 211,642,640

Deferred revenue 5,526,631 - 5,526,631 5,274,097

Provisions: - - - -

Other: Reserves for Contingent Liabilities 3,537,868 3,468,561 7,006,428 9,867,160

3,537,868 3,468,561 7,006,428 9,867,160

Funded and long term debt 1,420,723,841 192,454,003 1,613,177,844 1,654,715,000

Total Liabilities 1,566,548,852 45,944,347 25,340,607 244,589,977 1,883,115,975 1,914,679,984

Fund Equities (93,361,594) 256,430,650 (21,499,884) 4,688,525 48,201,290 133,755,420 257,323,489 585,537,896 511,389,982

1,473,187,258$ 256,430,650$ 24,444,463$ 4,688,525$ 73,541,898$ 134,447,611$ 501,913,466$ 2,468,653,871$ 2,426,069,966$

The accompanying notes are an integral part of the financial statements. These financial statements are unaudited. As a result of work done by our independent auditors, adjustment are sometimes made to the unaudited statements.

Page 1


STATEMENT OF REVENUES AND EXPENSES (Unaudited)


Period ending

31-Dec-14 31-Dec-13 4th Quarter 2014 4th Quarter 2013

Operating revenues and expenses:

Bridge:

Tolls (Schedule 4) $297,266,697 $294,597,876 $74,141,502 $71,153,284

Other operating revenues $7,681,152 $304,947,849 $6,064,202 $300,662,079 $1,315,143 $75,456,644 $1,447,294 $72,600,578

Operating expenses $47,690,923 $48,411,335 $14,361,227 $13,745,767

Depreciation $36,032,380 $83,723,303 $34,872,367 $83,283,702 $3,496,365 $17,857,592 $10,409,627 $24,155,394

$221,224,546 $217,378,377 $57,599,053 $48,445,184

Transit system:

Passenger fares $24,257,265 $26,024,064 $5,989,999 $6,457,725

Other operating revenues $4,989,011 $29,246,276 $1,620,816 $27,644,881 $3,486,020 $9,476,019 $494,643 $6,952,367


Lease & Community impact expense $3,744,942 $3,687,590 $936,236 $921,898

Depreciation $21,030,575 $71,427,019 $19,593,127 $68,462,927 $12,811,855 $35,033,084 $6,685,145 $20,239,865

($42,180,743) ($40,818,046) ($25,557,066) ($13,287,497)

$179,043,803 $176,560,330 $32,041,987 $35,157,687

General Administration expenses $43,582,627 $42,724,630 $12,575,839 $13,834,716

Operating revenues in excess of expenses $135,461,176 $133,835,700 $19,466,148 $21,322,971

Interest income (Schedule 3) $6,031,801 $6,001,228 $1,446,131 $1,450,813

Change in fair value of SWAPS (Note 4) $1,570,056 ($953,250)

Interest on funded debt (Note 12):

Port District Project bonds, Series 1998

Revenue bonds, Series 1999 ($16,491,743) ($17,415,106) ($2,290,172) ($2,478,541)

Port District Project bonds, Series 1999 ($2,889,776) ($2,949,681) ($722,444) ($783,008)

Port District Project bonds, Series 2001

Refunding Revenue bonds, Series 2010 ($691,869) ($1,486,255) ($166,443) ($192,377)

Revenue bonds, Series 2010 ($15,454,199) ($15,500,178) ($3,863,550) ($3,903,209)

Port District Project Refunding Bonds, Series 2012 ($5,341,059) ($5,387,257) ($1,335,265) ($1,473,572)

Revenue bonds, Series 2013 ($23,088,174) ($806,983) ($5,772,044) ($806,983)

Refunding Revenue bonds, Series 2008 ($15,805,403) ($79,762,223) ($15,596,877) ($59,142,337) ($3,677,557) ($17,827,475) ($2,540,089) ($12,177,778)

Excess of revenues over expenses

before other income (expenses) $63,300,810 $79,741,342 $3,084,805 $10,596,006

Other income (expenses):

Other ($271,042) ($271,042) ($315,469) ($315,469) ($130,628) ($130,628) ($104,257) ($104,257)

Port of Philadelphia and Camden ($92,646) ($66,513) ($44,489) ($6,829)

Depreciation and Amortization ($362,232) ($454,878) ($335,441) ($401,954) ($110,651) ($155,140) ($95,046) ($101,876)

Income (Loss) before other activities $62,574,890 $79,023,919 $2,799,037 $10,389,873

Economic Development Activities ($2,400,511) ($4,371,316) ($2,190,916) ($1,971,316)

Net Income (Loss) $60,174,379 $74,652,603 $608,121 $8,418,557

Page 2

CONSOLIDATED STATEMENT OF CASH FLOWSFor the period ended December 31 Unaudited)

12 Months 12 Months

OPERATING ACTIVITIES: 2014 2013

Operating revenues in excess of expenses 135,461,176$ 133,835,700$

Adjustments to reconcile operating income

to net cash provided by operating activities:

Depreciation 57,425,187 54,800,935

Port of Philadelphia and Camden (454,878) (66,513)

Economic development activities (2,400,511) (4,371,316)

Changes in assets and liabilities which provided (used) cash:

Accounts receivable/Interest receivable (2,337,381) (2,593,629)

Economic development loans - Net 757,303 521,292

Debt Issuance Cost 60,783

Loss on Refunding/Deferred Outflows on Hedging Derivatives 265,292 (3,428,283)

Transit system and stores inventory 512,138 283,953

Prepaid expenses and other assets (511,724) (583,248)

Accounts payable 14,528,209 (4,028,688)

Accrued pension, sick and other liabilities (10,037,448) 1,433,003

Deferred revenue 252,534 388,266

Other: Reserve for Contingent Liabilities (2,860,732) 588,197

Other G&A Expense (271,042) (650,910)

Derivative Instruments (3,716,015)

Net cash provided by operating activities 186,672,891 176,128,759

CAPITAL AND RELATED FINANCING ACTIVITIES:

Acquisition and construction of capital assets (133,877,916) (87,285,353)

Cash provided by capital grants 13,973,535 18,935,507

Repayment of funded debt (41,537,156) 469,088,509

Interest on Funded Debt (79,762,223) (54,474,891)

Interest Other Accrued 11,806,599

Net cash used for capital and related financing activities (229,397,161) 346,263,771

NET DECREASE IN CASH BEFORE INVESTING ACTIVITIES (42,724,270) 522,392,530

INVESTMENT ACTIVITIES:

Unrestricted:

Net Proceeds from sale (purchases) of investments 83,058,084 (399,992,634)

Decrease (Increase) in investments 83,058,084 (399,992,634)

Restricted:

Net Proceeds from sale (purchases) of investments (45,469,400) (127,324,186)

Decrease in investments (45,469,400) (127,324,186)

Change in fair value of Derivative instruments 1,570,056 (953,250)

Receipts of interest income 6,031,801 6,064,321

Net cash provided by investing activities 45,190,540 (522,205,749)

NET INCREASE IN CASH 2,466,270 186,781

CASH, BEGINNING OF YEAR 5,759,841 5,573,060

CASH, END OF PERIOD 8,226,111$ 5,759,841$

CASH AT SEPTEMBER 30

Unrestricted 7,689,280 5,223,010

Restricted 536,831 536,831

8,226,111$ 5,759,841$

Page 3

DELAWARE RIVER PORT AUTHORITYSTATEMENT OF CHANGES IN FUND EQUITIESFOR THE PERIOD ENDED DECEMBER 31, 2014

(Unaudited)

Restricted Funds Restricted Funds

Capital Project Revenue Maintenance Debt Service Debt Service General Combined

Fund Funds Fund Reserve Fund Funds Reserve Funds Fund Total

Fund equities at January 1, 2014 ($201,715,770) $363,993,014 ($27,253,840) $4,540,744 $38,616,055 $130,019,427 $203,190,351 $511,389,982

Revenue and expenses:

Operating revenues $304,947,849 $29,246,276 $334,194,125

Operating expenses ($57,062,954) ($47,690,923) ($50,396,444) ($155,150,322)

General administration expenses ($43,556,476) ($26,151) ($43,582,627)

Interest income $153,208 $360,061 $147,781 $2,249 $3,575,258 $1,793,244 $6,031,801

Change on fair value of Derivative Instruments $798,542 $160,735 $610,779 $1,570,056

Economic development activities ($2,400,511) ($2,400,511)

Interest on funded debt ($718,102) ($78,892,651) ($151,471) ($79,762,223)

Other income (expenses) ($362,232) ($363,688) ($725,920)

($57,344,746) $153,208 $214,060,511 $147,781 ($78,890,401) $3,735,993 ($21,687,966) $60,174,379

Contributions for capital improvements,

additions and other projects $13,973,535 $13,973,535

Interfund transfers and payments:

Bond service ($89,292,776) $131,378,088 ($42,085,311)

Funds in excess of Bond Reserve requirement

Funds free and clear of any lien or pledge ($119,013,778) $119,013,778

Retirement of Bonds $29,455,000 ($38,650,000) $9,195,000

Net equity From 2010 Rev Bonds D

Net equity from 2007 Ref Rev Bonds

Net equity from 2010 Ref Rev BondsNet equity from swap transactions $4,252,451 ($4,252,451)

Funds for permitted capital expenditures ($106,135,712) $106,135,712

net equity from 2013 Bonds

net equity from 2012 pdp refunding

Funds for permitted port projects ($1,579,861) $1,579,861

Capital additions $131,991,471 ($131,991,471)

Fund equities at December 31, 2014 ($93,361,594) $256,430,650 ($21,499,884) $4,688,525 $48,201,290 $133,755,420 $257,323,489 $585,537,896

Page 4

NOTES TO COMBINED FINANCIAL STATEMENTSFor the Period Ended December 31, 2014 (Dollars in Thousands) Unaudited

Page 5

Note 1. Summary of Significant Accounting Policies

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

The costs of providing facilities and services to the general public on a continuing basis are recoveredprimarily in the form of tolls and fares. The Authority is a member of the E-ZPass Interagency Group, thelargest 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-ZPasselectronic toll collection process grew to almost sixty-nine percent (68.9%) of its toll collection activityduring 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 FerrySystem which runs daily between Penn’s Landing in Philadelphia and the Camden Waterfront during itsoperating season, as well as the Authority’s eleven story office building in Camden, New Jersey.

Basis of Presentation: The Authority is a single enterprise fund and maintains its records on the accrualbasis of accounting. Enterprise Funds account for activities (i) that are financed with debt that is securedsolely by a pledge of the net revenues from fees and charges of the activity; or (ii) that are required by lawor regulations that the activity’s cost of providing services, including capital cost (such as depreciation ordebt service), be recovered with fees and charges, rather than with taxes or similar revenues; or (iii) thatthe pricing policies of the activity establish fees and charges designed to recover its costs, includingcapital costs (such as depreciation or debt service). Under the accrual basis of accounting, revenues arerecorded when earned and expenses are recorded when the related liability is incurred.

Cash and Cash Equivalents: The Authority considers all highly liquid investments with a maturity of threemonths or less when purchased to be cash equivalents (Note 2). In addition, according to the variousIndentures of Trust which govern the flow and accounting of the Authority’s financial resources, certainaccounts 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 equivalentsas restricted on the combined financial statements (Note 11).

Investment in Securities: Investments are stated at fair value, generally based on quoted market prices.Certain investments are maintained in connection with the Authority’s funded debt (Notes 3 and 12).Likewise, as with cash and cash equivalents, the accounts that are restricted as per the variousIndentures 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 uncollectibleaccounts based upon periodic analysis of collection history.

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

Debt Issuance Costs, Bond Premiums, Bond Discounts and Loss on Refunding: As more fully describedin Note 20, during 2013, the Authority adopted GASB Statement No. 65, Items Previously Reported asAssets and Liabilities. Under this statement, debt issuance costs, except for insurance costs arerecognized as expenses in the period incurred. Bond insurance costs are amortized by the straight-linemethod from the issue date to maturity. Loss on refunding of debt is classified as a deferred outflow ofresources. Premiums, discounts and loss on refunding arising from the issuance of the revenue bondsand port district project bonds are amortized by the effective interest method from the issue date tomaturity.


Page 6

Note 1. Summary of Significant Accounting Policies (Continued)

Investment in Facilities: Investment in facilities is stated at cost, which generally includes expenses forlegal expenses incurred during the construction period. Investment in facilities also includes the costincurred for port-related projects, and improvements, enlargements and betterments to the originalfacilities. Replacements of existing facilities (except for primarily police and certain other vehicles whoseestimated useful life is two years or less) are also recorded at cost. The related costs and accumulateddepreciation of the property replaced are removed from the respective accounts, and any gain or loss ondisposition is credited or charged to non-operating revenues or expenses. Assets capitalizable generallyhave an original cost of five thousand dollars ($5,000) 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 livesof the related assets, including those financed by federal and state contributions (Notes 7 and 15).

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 communication 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 bridgefacilities 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 estimatedclaims to be paid (Note 16).

Economic Development Activities: The Authority establishes loan loss provisions for economicdevelopment loans receivable, based upon collection history and analysis of creditor’s ability to pay. TheAuthority has established a loss reserve in the amount of $3,345 as of December 31, 2014 for itseconomic development loans outstanding.

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

Net Investment in Capital Assets: This component of net position consists of capital assets, net ofaccumulated depreciation, reduced, by the outstanding balances of any bonds, notes or otherborrowings that are attributable to the acquisition, construction, or improvement of those assets. Ifthere are significant unspent related debt proceeds at year-end, the portion of the debt attributable tothe 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 (suchas debt covenants), grantors, contributors, laws or regulations of other governments, or constraintsimposed by law through constitutional provisions or enabling legislation, that restricts the use of netposition.

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


Page 7


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

Operating expenses include expenses associated with the operation, maintenance and repair of thebridges, PATCO, PPC operations, and general administrative expenses. Non-operating expensesprincipally include expenses attributable to the Authority’s interest on funded debt and economicdevelopment activities.

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

Debt Management: Total outstanding bond debt reflected on the balance sheet is net of unamortizedbond 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 itsoutstanding long-term debt (Note 4).

Derivative Instruments and the Related Companion Instruments: The Authority has entered into twointerest rate swap agreements with Bank of America, N.A. for the primary purposes of investing and forthe aforementioned purpose of hedging interest rates on its outstanding long-term debt. In accordancewith Governmental Accounting Standards Board Statement No. 53, Accounting and Financial Reportingfor Derivative Instruments, all activity related to the interest rate swap agreements has been recorded onthe 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 andits Supplemental Indentures and Section 5.07 of the 1999 and 2012 Port District Project Bond Indenturesof Trust, the Authority must annually adopt an Annual Budget on or before December 31 for the ensuingyear. Section 5.15 of the 1998 Revenue Bond Indenture of Trust requires that the Authority, on or beforeDecember 31, in each fiscal year, adopt a final budget for the ensuing fiscal year of (i) operationalexpenses, (ii) the PATCO Subsidy, (iii) the amount to be deposited to the credit of the MaintenanceReserve Fund, and (iv) the estimated amounts to be deposited into the Debt Service Fund, the DebtService Reserve Fund, and the Rebate Fund. Each Annual Budget must also contain the Authority’sprojections of revenues for the ensuing fiscal year demonstrating compliance with the covenant as tofacility charges as set forth in Section 5.09 of the Indentures of Trust. On or before December 31 in eachfiscal year, the Authority must file a copy of the Annual Budget for the ensuing fiscal year with theTrustees.

The Port District Project Bond Indentures require the following: the adopted budget must set forth, interalia, the PATCO Subsidiary, the amount of any operating subsidy paid or payable by the Authority to orfor the account of any other subsidiary of the Authority (including, without limitation, the Port ofPhiladelphia and Camden) and all other material operating expenses of the Authority payable from theGeneral Fund. (See Note 11 for description of funds established under the Trust Indentures.) TheAuthority must also include the debt service payable on the Bonds and any Additional Subordinatedindebtedness during the ensuing fiscal year and all amounts required to be paid by the Authority into theDebt Service Reserve Fund or the Rebate Fund or to any Reserve Fund Credit Facility issuer during theensuing fiscal year. On or before December 31, in each fiscal year, the Authority must file a copy of theAnnual Budget for the ensuing fiscal year with the Trustees and Credit Facility Issuer.

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


Page 8


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

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

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

Income Taxes: The Authority is a public corporate instrumentality of the State of New Jersey and theCommonwealth of Pennsylvania, and is described in its amended governing Compact, has been “deemedto be exercising an essential government function in effectuating such purposes,” and therefore is exemptfrom 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 bankfailure, the Authority’s deposits might not be recovered. The Authority does not have a deposit policy forcustodial credit risk. As of December 31, 2014 and December 31, 2013, the Authority’s bank balances of$8,226 and $5,759 respectively, were exposed to custodial credit risk as follows:

Note 3. Investment in Securities

The Authority’s investments in various securities are maintained for specified funds in accordance withthe 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, inthe event of the failure of the counterparty, the Authority will not be able to recover the value of itsinvestments or collateral securities that are in possession of an outside party. Of the Authority’sinvestments at December 31, 2014 and 2013, $939,718 and $929,758, respectively, consisted ofinvestments 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, andU.S. government treasuries, are uninsured, not registered in the name of the Authority, and held by thecounterparty’s trust department or agent but not in the Authority’s name.

Interest Rate Risk: The Authority’s General Fund investment policy limits investment maturities as ameans of managing its exposure to fair value losses arising from increasing interest rates and is asfollows: the average effective duration of the portfolio is not to exceed twenty-four months, and themaximum effective duration of any individual security is not to exceed five years, unless otherwisespecified.

December 31, 2014 December 31, 2013Uninsured and uncollateralized 7,726$ 5,259$


Page 9

Note 3. Investment in Securities (Continued)

Credit Risk: Investments are purchased in accordance with the 1998 Indenture of Trust and itsSupplemental Indenture and General Fund investment parameters and generally include U.S.government obligations, money market funds, obligations of U.S. agencies or instrumentalities, andobligations of public agencies or municipalities rated in either of the two highest rating categories byStandard & Poor’s Ratings or Moody’s Investors Services. In accordance with the 1998 Indenture of Trustand 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 categoryfrom Moody’s Investors Service or Standard and Poor’s Rating Services.

At its February 20, 2013 meeting, the Authority’s Board approved Resolution 13-034, adopting a newcomprehensive General Fund investment policy, which revised and refined its existing investment policy.The policy clearly defines the approved, and non-approved, investment vehicles, in which its existinginvestment management firms may invest the Authority’s funds. This policy became effective July 1,2013.

Concentration of Credit Risk: The Authority’s investment policy on the concentration of credit risk for itsGeneral Fund investments states that no limitations exist on the purchase of investments in obligations ofthe U.S. government and U.S. federal agencies since they are fully guaranteed by the U.S. government.For the purchase of investments in obligations of all other issuers, total investments held from any oneissuer shall not exceed ten percent (10%) of the aggregate market value of the entire portfolio, except forrepurchase agreements, which, from any one issuer, shall not exceed twenty-five percent (25%) of theaggregate market value of the portfolio. As of December 31, 2014 and December 31, 2013, the Authorityhas $48,879 and $51,575 of investments in GECC commercial paper, respectively. These investmentsare held under the Indentures of Trust (Debt Service Reserve Funds) and represent 5% and 5% of theAuthority’s total investments, respectively.

Note 4. Derivative Instruments

In accordance with the requirements of GASB 53 related to derivative instruments, the Authority engageda financial advisory firm to analyze the effectiveness of the two “cash-flow hedges” (specifically the 1995and 1999 Revenue Bond swaptions). Both swaptions were found to be substantially effective. AtDecember 31, 2014 and 2013, the value of the Pay-fixed interest rate swap (1995 Revenue BondSwaption) was $52,714 and $51,708, respectively. At December 31, 2014 and 2013, the value of thePay-fixed interest rate swap (1999 Revenue Bond Swaption) was $63,710 and $62,610, respectively. ThePay-fixed interest rate swaps are classified as deferred outflows on the Combined Statement of NetPosition and total $116,424 and $114,318 at December 31, 2014 and 2013, respectively.


Page 10

Note 4. Derivative Instruments (Continued)

Objective and Terms of Hedging Derivative Instruments: The following table summarizes the objectiveand terms of the Authority’s hedging instruments outstanding at December 31, 2014:

Type ObjectiveNotionalAmount

EffectiveDate

MaturityDate

Terms

Pay-fixedinterest rateswap (1995RevenueBondsSwaption)

Hedge ofchanges in cashflows of the 2008RevenueRefunding Bonds

$287,800 01/01/06 01/01/26

Pay5.447%;receive66% ofone-monthLIBOR

Pay-fixedinterest rateswap (1999RevenueBondsSwaption)

Hedge ofchanges in cashflows of the 2010RevenueRefunding Bonds

$337,255 01/01/10 01/01/26

Pay5.738%;receive66% ofone-monthLIBOR

1995 Revenue Bonds Swaption: On May 2, 2001, the Authority entered into the 1995 Revenue BondsSwaption with UBS AG in the initial notional amount of $358,215. Under the 1995 Revenue BondsSwaption, 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 1next succeeding the exercise of the option. Under the 1995 Revenue Bonds Swaption, (i) UBS AG wasobligated to pay to the Authority $7,144 on January 1, 2006, as an exercise premium amount; (ii) UBS AGis obligated to pay periodic payments (payable monthly) to the Authority based upon a variable rate of66% of the USD-LIBOR-BBA index; and (iii), the Authority is obligated to pay periodic payments (payablemonthly) to UBS AG based upon a fixed rate of 5.447% per annum. The periodic interest rates areapplied 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 periodicpayments is to be exchanged between the Authority and UBS AG.

The periodic payment obligations of the Authority under the 1995 Revenue Bonds Swaption are securedand payable equally and ratably with Bonds issued under the 1998 Revenue Bond Indenture. Regularlyscheduled periodic payments to be made by the Authority under the 1995 Revenue Bonds Swaption areinsured by Ambac Assurance. In addition to other Events of Default and Termination Events (as definedin the 1995 Revenue Bond Swaption), there exists an Additional Termination Event with respect to theAuthority if the credit rating of Bonds issued under the 1998 Revenue Bond Indenture (without referenceto municipal bond insurance or credit enhancement) falls below “Baa3” with respect to Moody’s InvestorsService (“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 arestill in the business of rating obligations such as the Bonds). However, as provided in the 1995 RevenueBond Swaption, so long as no Insurer Credit Event (as defined therein) has occurred, no EarlyTermination Date can be designated unless Ambac Assurance has consented in writing thereto.

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


Page 11


1995 Revenue Bonds Swaption (Continued): On September 3, 2005, UBS AG advised the Authority thatit 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 a deferred revenue andis being amortized as interest revenue over the life of the interest rate swap agreement. The Authoritymade its initial net monthly swap payment in February 2006. The Authority is current on its 2014 monthlynet swap interest payments to UBS AG, which have totaled $15.4 million as of December 31, 2014..

On June 21, 2012, Moody’s downgraded UBS’ long-term ratings from Aa3 to A2. The ratings of thecounterparty (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 hada mark- to- mark value of ($70,166). (As of December 31, 2014, the notional value of the swap was$287.8 million.)

The following schedule represents the accretion of interest and amortization of the premium paymentpayable – derivative companion instrument through the term of the interest rate swap agreement, at aneffective interest rate of 4.62324% as of 12/31/14:

1999 Revenue Bonds Swaption: On May 2, 2001, the Authority entered into the 1999 Revenue BondsSwaption with UBS AG in the initial notional amount of $403,035. Under the 1999 Revenue BondsSwaption, 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 1next 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 variablerate of 66% of the USD-LIBOR-BBA index, and (ii), the Authority is obliged to pay periodic payments(payable monthly) to UBS AG based upon a fixed rate of 5.738% per annum. The periodic interest ratesare applied to the notional amount of the 1999 Revenue Bonds Swaption, which amortizes annually,commencing January 1, 2011, from its initial notional amount. Only the net difference in the periodicpayments is to be exchanged between the Authority and UBS AG.

Once exercised, the 1999 Revenue Bonds Swaption would continue (unless earlier terminated) throughJanuary 1, 2026. The periodic payment obligations of the Authority under the 1999 Revenue BondsSwaption (if exercised) are secured and payable equally and ratably with Bonds issued under the 1998Revenue Bond indenture. Regularly scheduled periodic payments to be made by the Authority under the1999 Revenue Bonds Swaption are insured by Ambac Assurance. In addition to other Events of Defaultand Termination Events (as defined in the 1999 Revenue Bonds Swaption), there exists an AdditionalTermination Event with respect to the Authority if the credit rating of Bonds issued under the 1998Revenue Bond Indenture (without reference to municipal bond insurance or credit enhancement), fallsbelow “Baa3” with respect to Moody’s or “BBB-” with respect to S&P or Fitch, or the Bonds cease to berated by one of Moody’s, S&P or Fitch (and such rating agencies are still in the business of ratingobligations such as the Bonds). However, as provided in the 1999 Revenue Bond Swap, so long as noInsurer Credit Event (as defined therein) has occurred, no Early Termination Date can be designatedunless Ambac Assurance has consented in writing thereto.

Year Ending

December 31,

Beginning

Balance

Interest

Accrual

Inputed Debt

Payment

Ending

Balance

2015 11,934$ 552$ (2,226)$ 10,260$

2016 10260 475 (1,911) 8,662

2017 8662 400 (1,741) 7,151

2018 7151 331 (5,810) 5,741

2019-2023 5741 791 (767) 722

2024-2025 722 45 0


Page 12


1999 Revenue Bonds Swaption (Continued): In consideration for entering into the 1999 Revenue BondsSwaption, the Authority received a net up-front, non-refundable option payment in the amount of $20,142from 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 ofGovernmental Accounting Standards Board Statement No. 53, Accounting and Financial Reporting forDerivative Instruments, this derivative companion instrument is considered a “borrowing” resulting fromthe intrinsic value of the swaption at inception. During the option period, interest accretes at the effectiverate implied by the cash flows on the borrowing at inception. Once the swaption is exercised, andbecomes an active swap, a portion of the swap interest payments are attributed to principal and interestpayments on the borrowing.

On September 3, 2009, UBS AG advised the Authority that it was exercising its option on this swaption asof 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 onits 2014 monthly net interest swap payments; having paid $19.0 million to UBS AG as of December 31,2014.

On June 21, 2012, Moody’s downgraded UBS’ long-term ratings from Aa3 to A2. The ratings of thecounterparty (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 hada mark- to- mark value of ($88,316). (As of December 31, 2014, the notional value of the swap was$337.3 million.)

The following schedule represents the accretion of interest and amortization of the premium paymentpayable – derivative companion instrument through the term of the interest rate swap agreement, at aneffective interest rate of 4.71425% as of 12/31/14:

Net Swap Payments: Using rates as of December 31, 2014 and assuming the rates are unchanged forthe remaining term of the bonds, the following table shows the debt service requirements and net swappayments for the Authority’s hedged variable rate bonds:

Year ending

December 31,

Beginning

Balance

Interest

Accrual

Imputed Debt

Pmt.

Ending

Balance

2015 17,401$ 820$ (3,245)$ 14,976$

2016 14,976 706 (3,025) 12,656

2017 12,656 597 (2,793) 10,461

2018 10,459 493 (2,547) 8,408

2019-2023 8,408 1,184 (8,528) 1,063

2024-2025 1,063 67 (1,131) 0

Year Ending Total Bonds

December 31, Principal Interest Total Fixed Pay Var. Received Net Pay & Swaps

2015 37,920$ 652$ 38,572$ 32,904$ 654$ 32,250$ 70,822$

2016 40,035 601 40,636 30,660 609 30,051 70,687

2017 42,290 548 42,838 28,291 562 27,729 70,567

2018 44,645 492 45,137 25,789 513 25,276 70,413

2019-2023 263,740 1,501 265,241 86,217 1,713 84,504 349,745

2024-2026 196,425 82 196,507 11,409 227 11,182 207,689

625,055$ 3,876$ 628,931$ 215,270$ 4,278$ 210,992$ 839,923$

Variable Rate Bonds Swap Interest Payments


Page 13


Objective and Terms of Investment Derivative Instruments: On August 21, 2000, the Authority enteredinto 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 futuredates (two business days preceding July 1, 2005 and each January 1 and July 1 thereafter through andincluding 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 the2000 Swaption #2) to cause the 2000 Swaption #1 or the 2000 Swaption #2, as applicable, to commenceon the next succeeding January 1 or July 1. If an option is exercised, the 2000 Swaption #1, or the 2000Swaption #2, as applicable, would continue (unless earlier terminated) through January 1, 2026. TheAuthority’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 fixedrate of 5.9229% per annum and the Authority is obligated to pay periodic interest payments (payablemonthly) to Bank of America, N.A. at a variable rate based upon the Securities Industry and FinancingMarkets Association (SIFMA) (formerly the BMA Municipal Swap Index) (a tax-exempt variable rateindex). Only the net difference in the periodic payments owed would be exchanged between Bank ofAmerica, N.A. and the Authority. As of September 30, 2014, Bank of America, N.A. has not exercised itsoptions on the aforementioned swaptions with a value totaling ($692).

In consideration for entering into the 2000 Swaptions, the Authority received net up-front, non-refundableoption payments in the aggregate amount of $1,400 from Bank of America, N.A., which represented thetime value for holding the written option. Such payments have been recorded as deferred revenue andamortized as interest revenue in prior years.

Risks Related to Derivative Instruments:

Credit Risk: For the period ended December 31, 2014 the Authority is not exposed to credit riskon its hedging derivative instruments or investment derivatives as all such derivative instrumentsare 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.

Interest Rate Risk: The Authority is exposed to interest rate risk on its derivative instruments. Onits pay-variable, received-fixed interest rate swaptions, as the Securities Industry and FinancingMarkets Association (SIFMA) rate increases, the Authority’s net payments on the swaptions, ifexercised, increases. On its pay-fixed, receive-variable interest rate swaps, as the LIBOR ratedecreases, the Authority’s net payments on the swaps increases. While the Authority’s netpayments 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 hedgingderivative instruments because the variable-rate payments received by the Authority on thesehedging derivative instruments are based on a rate or index other than interest rates the Authoritypays 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 theother 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 debtmatures, unless the Authority opts for earlier termination.


Page 14


Market-Access Risk: If a particular option is exercised and refunding bonds are not issued, theaffected series of bonds would not be refunded, and the Authority would make net swappayments as required by the terms of the applicable aforementioned contracts. If the option isexercised and the variable-rate bonds issued, the actual difference ultimately recognized by thetransaction will be affected by the relationship between the interest rate terms of the to-be-issuedvariable-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 isthe direction and intention of the Board that the DRPA not enter into any new debt-related swapagreements...”, and (ii) that the staff of the Authority” takes all steps necessary to immediately begin theprocess of recommending to the Board whether, when, and how to terminate the Authority’s currentswaps, with all such terminations, if determined to be advisable, to occur in a methodical and carefulmanner which avoids to the fullest extent possible additional costs or risks may be associated withtermination; and that staff report to the Finance Committee of the Board on a monthly basis the status ofall current swap agreements…”

At its September meeting, the Authority’s Board approved resolution DRPA 14-116 (Authorization toTerminate and Replace Existing UBS Swaps with New swap counterparty (ies)… “which authorized theAuthority to terminate its existing swaps with UBS “in order to reduce Authority swap exposure and toprovide more favorable terms to the Authority.” In addition, the Authority adopted a written swap policy.(Note subsequent to the passage of DRPA-14-116 the Authority issued a RFQ related to the possiblereplacement of its existing counterparty, and is presently working with several respondents to completethe ISDA Master agreement and other documentation necessary to change the current counterparty.

Note 5. Accounts Receivable

Accounts receivable for December 31, 2014 and December 31, 2013 are as follows:

2014 2013

improvements to the PATCO system due from the

Federal Transit Administration $6,123 $4,199

FEMA, PEMA, and U.S. and NJ Homeland Security 136 1,487

3,500 3,500

2,176 4,348

5,643 1,657

17,577 15,191

(3,500) (3,500)

$14,077 $11,691

Gross Receivables

Less: allowance for uncollectible

Net total receivables

Reimbursements from governmental agencies - capital

Reimbursements from governmental agencies - FTA, DOT,

Development Projects

E-ZPass in Transit

Other


Page 15

Note 6. Changes in Long-Term Liabilities

Long-term liability activity for the period ended December 31, 2014 is as follows:

Beginning Ending Due within

Balance Increases Decreases Balance 1 year

Bonds and loans 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 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

Less: issuance discounts/premiums -

and loss on refunding 31,135 (2,888) 28,247 -

Total bonds payable 1,654,715 - (41,538) 1,613,177 47,385



Other liabilities:

Claims and judgments 6,854 3,942 (3,084) 7,713 1,382

Self-insurance 3,687 1,697 (803) 4,581 1,574

Sick and vacation leave 4,122 61 (119) 4,064 950

Deferred revenue 8,682 162 (3,317) 5,527 3,051

OPEB Obligation 41,502 15 (10,790) 30,726

Premium payment payable - derivative -

companion instrument 33,588 - - 29,335 5,727

Derivative instrument - interest rate swap 116,646 (536) 117,182

Total long-term liabilities 1,869,796$ 5,877$ (60,187)$ 1,812,305$ 60,068$


Page 16

Note 6. Changes in Long-Term Liabilities (Continued)

Long-term liability activity for the year ended December 31, 2013 is as follows:



Bonds and loans payable:

1999 Port District Project Bonds 34,250$ (3,170)$ 31,080$ 3,405$


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

and Loss on Refunding 21,778 11,818 (2,461) 31,135 -

Total bonds payable 1,187,788 488,403 (21,746) 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

Deferred revenue 8,986 619 (923) 8,682 3,312

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 -

Total long-term liabilities 1,457,721$ 501,697$ (89,622)$ 1,869,796$ 52,026$


Page 17

Note 7. Investment in Facilities

Capital assets for the period ended December 31, 2014 were as follows:

Capital assets for the year ended December 31, 2013 were as follows:

Beginning Ending

Balance Increases Decreases Balance

Capital assets not being depreciated

Land 74,225$ -$ -$ 74,225$

Construction in progress 290,453 133,879 (74,167) 350,165

Total capital assets not being depreciated 364,678 133,879 (74,167) 424,390

Capital assets being depreciated

Bridges and related building and equipment 1,124,425 58,832 (4,358) 1,178,899

Transit property and equipment 506,193 15,298 (2,339) 519,152

Port enhancements 6,665 38 6,703

Total capital assets being depreciated 1,637,283 74,167 (6,697) 1,704,753

Less: accumulated depreciation for:

Bridges and related building and equipment (489,630) (36,032) 4,358 (521,304)

Transit property and equipment (234,427) (21,031) 2,339 (253,118)

Port enhancements (4,450) (362) - (4,812)

Total accumulated depreciation (728,507) (57,425) 6,697 (779,236)

Total capital assets being depreciated, net 908,776 16,742 - 925,518

Total capital assets, net 1,273,454$ 150,621$ (74,167)$ 1,349,907$

Beginning Ending

Balance 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 periods ended December 31, 2014 and December 31, 2013 was $57,425

and $54,801, respectively.


Page 18

Note 8. Deferred Compensation Plan

The Authority offers its employees a deferred compensation plan in accordance with Internal RevenueCode Section 457. The plan, available to all full-time employees, permits them to defer a portion of theirsalary 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 theplan. To comply with changes in federal regulations and GASB 32, Accounting and Financial Reportingfor Internal Revenue Code 457 Deferred Compensation Plans, the Authority amended the plan in 1998 sothat all amounts of compensation deferred under the plan, all property and rights purchased with thoseamounts, and all income attributable to those amounts, property, or rights are solely the property of theemployees.

Note 9. Pension Plans

Employees of the Authority participate in the Pennsylvania State Employees’ Retirement System, thePublic Employees’ Retirement System of New Jersey, or the Teamsters Pension Plan of Philadelphia andVicinity.

Pennsylvania State Employees’ Retirement System:

Plan Description: Permanent full-time and part-time employees are eligible and required to participate inthis cost-sharing multiple-employer defined benefit plan that provides pension, death and disabilitybenefits. A member may retire after completing three years of service and after reaching normalretirement age (the age of 60, except police officers at age 50, or the age at which 35 years of servicehas been completed, whichever occurs first). Benefits vest after five years of service, or after 10 years ofservice for those hired on or after 01/01/2011. If an employee terminates his or her employment after atleast five years of service (10 years if hired on or after 01/01/2011) but before the normal retirement age,he or she may receive pension benefits immediately or defer pension benefits until reaching retirementage. Employees who retire after reaching the normal retirement age with at least three years of creditedservice who started on or prior to 12/31/2010 are entitled to receive pension benefits equal to 2.5% (2.0%for employees starting on or after 01/01/2011, unless they opt to pay more to be eligible for the 2.5%) oftheir final average compensation (average of the three highest years in earnings) times the number ofyears for which they were a participant in the plan. The pension benefits received by an employee whoretires after five years of credited service but before normal retirement age are reduced for the number ofyears that person is under normal retirement age.

Pension provisions include death benefits, under which the surviving beneficiary may be entitled toreceive the employee’s accumulated contributions less the amount of pension payments that theemployee received, the present value of the employees’ account at retirement less the amount of pensionbenefits 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 tothe employee previously described may be reduced depending on the benefits elected for the survivingbeneficiary.

The Pennsylvania State Employees’ Retirement System issues a publicly available annual financialreport, including financial statements, which may be obtained by writing to Pennsylvania StateEmployees’ Retirement System, 30 North Third Street, Harrisburg, Pennsylvania 17108-1147.

Funding Policy: The contribution requirements of plan members and the Authority are established andamended 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 forthe 2.5% pension compensation) of their gross earnings to the plan. The Authority was required to, anddid, contribute an actuarially determined amount to the plan, which equaled 12.57%, 9.42% and 6.03%, ofcovered payroll in 2013, 2012 and 2011, respectively. In 2013, 2012 and 2011, the Authority’s requiredcontributions to the plan were $5,407, $4,084, and $2,604, respectively, which represented 100% of therequired contribution for the aforementioned years.


Page 19

Note 9. Pension Plans (Continued)

New Jersey Public Employees Retirement System (NJ PERS):

Plan Description: Permanent full-time employees, hired after January 1, 2002, who were members ofNJPERS when they were hired, are eligible to participate in the cost-sharing multiple-employer definedbenefit plan (administered by the New Jersey Division of Pensions and Benefits). The PERS wasestablished in 1955. The PERS provides retirement, death and disability, and medical benefits to qualifiedmembers. 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. Inaccordance with Chapter 92, P.L. 2007 and Chapter 103, P.L. 2007, plan members enrolled in the PublicEmployees’ Retirement System were required to contribute 5.5% of their annual covered salary, effectiveJuly 1, 2007. However, under the new provisions of Chapter 78, P.L. 2011, employee pensioncontribution rates will be increased by the following amounts: the employee pension contribution rate willincrease from 5.5% to 6.5% of salary, effective October 1, 2011. An additional increase to be phased overthe next 7 years will bring the total pension contribution rate to 7.5% of salary. The phased increase from6.5% to 7.5% will be applied equally over a 7-year period beginning July 1, 2012. The contribution ratewill increase by 0.14% each year with the first payroll of July 2012 until the 7.5% contribution rate isreached in July 2018. The State Treasurer has the right under the current law to make temporaryreductions 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 nolonger exist. The Authority is billed annually for its normal contribution, plus any accrued liability. TheAuthority began sending employee contributions to NJ PERS beginning in January 2006. The fiscal year2008 was the first year that the Authority was required to, and did, contribute an actuarially determinedamount to the plan. For the years ended December 31, 2013, 2012 and 2011, the Authority’s totalcontribution to the plan was $83, $117 and $135, respectively, which represented 100% of the requiredcontribution for the aforementioned years. For the years ended December 31, 2013, 2012 and 2011, thecontributions consisted of a normal contribution amount of $25, $33 and $45, respectively and an accruedliability amount of $58, $84 and $90, respectively.

Teamsters Pension Plan of Philadelphia and Vicinity:

Plan Description: Certain represented employees are eligible and required to participate in the TeamstersPension Plan of Philadelphia and Vicinity, which is a cost-sharing, multiple-employer benefit plan whichprovides pension, death and disability benefits. A member may retire at the later of (a) the date theemployee reaches 65 or (b) the tenth anniversary of the employee’s commencement of participation inthe plan. Additionally, employees are eligible for early retirement after 10 years of participation in the planand (a) completion of 30 years of vested service or (b) attainment of age 50 and completion of 10 years ofvested service. Benefits vest after 10 years of service. An employee who retires on or after his or hernormal retirement age is entitled to receive benefits based on his or her credited years of servicemultiplied by a monthly benefit rate, which is determined based on the employer’s daily contributions. Thebenefits are subject to maximum rates that vary according to employer daily contribution rates. Membersmay 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 yearsof vested service and 5 years of continuous service with at least 300 covered days of contributions) isentitled to receive two hundred dollars per month until retirement age, when retirement benefits wouldcommence.

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


Page 20

Note 9. Pension Plans (Continued)

Teamsters Pension Plan of Philadelphia and Vicinity (Continued):

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

Funding Policy: The Teamsters Pension Plan is controlled by the Teamsters Pension Plan of Philadelphiaand Vicinity Board. The employer’s contribution requirements are determined under the terms of oneCollective Bargaining Agreement in force between the employer and the Teamsters. During 2013, theAuthority was required to and did contribute twenty-one dollars and eighty cents ($21.80) per day for eachPATCO participating employee. The Authority’s contributions totaled 8.02%, 8.22% and 9.81% of coveredpayroll in 2013, 2012 and 2011, respectively. The employees of the Authority make no contributions tothe plan. The Authority contributed $1,066, $1,076, and $1,077 in 2013, 2012 and 2011, respectively,which represented 100% of the required contribution for the aforementioned years.

Note 10. Post-Employment Healthcare Plan

Plan Description: The Authority provides certain health care and life insurance benefits for retiredemployees, where such benefits are established and amended by the Authority’s Board ofCommissioners. The Authority’s plan provides two agent multiple-employer post-employment healthcareplans which cover two retiree populations: eligible retirees under the age of sixty-five (65) receive benefitsthrough Amerihealth and eligible retirees sixty-five (65) and over receive benefits through the UnitedHealth Group (in partnership with AARP) and Aetna. Life insurance benefits to qualifying retirees areprovided through Prudential. The plans are administered by the Authority; therefore, premium paymentsare made directly by the Authority to the insurance carriers.

Funding Policy: Employees become eligible for retirement benefits based on hire date and years ofservice. For employees hired after January 1, 2007, no subsidized retiree benefits are offered. Thecontribution requirements of plan members and the Authority are established and may be amended bythe Authority’s Board of Commissioners. Plan members receiving benefits contribute the followingamounts: $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 (inpartnership with AARP) and Aetna coverages. An additional amount is required for those retirees, underage sixty-five (65), who opt to participate in the “buy-up plan” for retirees and their dependents.

Retirees: The Authority presently funds its current retiree post-employment benefit costs on a “pay-as-you-go” basis and, as shown above, receives annual contributions from retirees to offset a portion of thisannual cost. The Authority’s contributions to the plan for the years ended 2014, 2013, and 2012 were$5,528, $5,304 and $4,242, respectively.

Future Retirees: In accordance with Statement No.45 of the Government Accounting Standards Board,the Authority is required to expense the annual required contribution of the employer (ARC), an amountactuarially determined in accordance with the parameters of Statement No. 45. The ARC represents alevel of funding that, if paid on an ongoing basis, is projected to cover normal cost each year andamortize 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 determinedto be $5,056, at an unfunded discount rate of 5%. As stated above, the Authority has funded the cost ofexisting retirees in the amount of $5,528 and has accrued the benefit costs for future eligible employees.The Authority began funding a portion of this outstanding liability when it transferred $10.8 million to theirrevocable trust account in June 2014.


Page 21

Note 10. Post-Employment Healthcare Plan (Continued)

Annual OPEB Cost: The Authority’s annual required contribution (ARC), the interest on the net OPEBobligation, the adjustment to the ARC, the increase or decrease in the net OPEB obligation, the netOPEB obligation, and the percentage of annual OPEB cost contributed to the plan for 2014, 2013 and2012 are as follows:

Funded Status and Funding Progress: Using the report from January 1, 2013, the most recent actuarialvaluation date, the results were rolled forward to calculate year-end December 31, 2014. The actuarialaccrued liability for benefits as of December 31, 2014 was $115,245, and the actuarial value of planassets was $10,780 or 9.3% funded, resulting in an unfunded actuarial accrued liability (UAAL) of$104,465. The covered payroll (annual payroll of active employees covered by the plan) was $43,453 andthe ratio of the UAAL to the covered payroll was 259.9%. (For additional information, please refer to the“Required Supplementary Information Schedule of Funding Progress for Health Benefits Plan” shown atthe end of the footnote section.) Actuarial valuations of an ongoing plan involve estimates of the value ofreported 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 theemployer are subject to continual revision as actual results are compared with past expectations and newestimates are made about the future. The schedule of funding progress, presented as requiredsupplementary information following the notes to the financial statements, presents multiyear trendinformation that shows whether the actuarial value of the plan assets is increasing or decreasing overtime relative to the actuarial accrued liabilities for benefits.

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

Actuarial Methods and Assumptions (Continued): In the January 1, 2013 actuarial valuation, the projectedunit credit actuarial cost method was used. Under this method an actuarial accrued liability is determinedas the actuarial present value of the portion of projected benefits which is allocated to service before thecurrent plan year. In addition, a normal cost is determined as the actuarial present value of the portion ofprojected benefits which is allocated to service in the current plan year for each active participant underthe assumed retirement age. The UAAL is being amortized (straight-line) for thirty (30) year on an openbasis. The actuarial assumptions included the following:

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 (1,589) (1,588) (1,270)

Annaul OPEB Cost 5,543 5,443 6,055

Pay as You Go Cost (Existing Retirees) (5,528) (5,304) (4,242)

Increase (Decrease) in the Net OPEB Obligation 14 139 1,813

41,502 41,363 39,550

Net OPEB Obligation, January 1 41,516 41,502 41,363

Net OPEB Obligation, December 31 100% 97% 70%


Page 22

Note 10. Post-Employment Healthcare Plan (Continued)

Mortality: The mortality table employed in the valuation was the RP2000 Healthy Table Male andFemale.

Inflation Rate: 2.5% per annum compounded annually.

Discount Rate: Future costs have been discounted at the rate of 5.00% compounded annually forGASB 45 purposes.

Turnover: Assumptions for terminations of employment other than for death or retirement will vary byage and years of service with rates of turnover based on State Employees Retirement System ofPennsylvania.

Disability: No terminations of employment due to disability were assumed. Retirees resulting from adisability were factored into the determination of age at retirement.

Age of Retirement: The assumption that the active participants, on average, will receive their benefitswhen eligible, but no earlier than age 55.

Spousal Coverage: Married employees will remain married.

Prior Service: No prior service for active employees was assumed.

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 hundredand eleven ($2,611) per year for family medical coverage and eight hundred eighty four ($884) forsingle medical coverage.

Note 11. Indentures of Trust

The Authority is subject to the provisions of the following indentures of Trust: Revenue Refunding Bondsof 1998, dated July 1, 1998; the Revenue Refunding Bonds of 2008, dated July 25, 2008 and theRevenue Refunding Bonds of 2010 and the 2010 Revenue Bonds (Series D), dated May 15, 2010 andJuly 15, 2010 respectively; and the 2013 Revenue Bonds with TD Bank N.A., dated December 1, 2013,respectively (collectively the “Bond Resolution”); the Port District Project Bonds of 1999, dated December1, 1999,and the 2012 Port District Project Refunding Bonds, dated December 1, 2012.

The Bond Resolution requires the maintenance of the following accounts:

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


Page 23

Note 11. Indentures of Trust (Continued)

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

Debt Service Reserve Fund: This restricted account was established in accordance with Section6.05 of the Bond Resolution. The amount of funds on deposit must be maintained at a level equalto 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 6.06of the Bond Resolution to account for amounts received from any source for the redemption ofBonds, other than mandatory sinking fund payments.

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

Revenue Fund: This unrestricted account was established in accordance with Section 6.03 of theBond Resolution for the Authority to deposit all Revenues. On or before the 20

thday of each

calendar month, the Trustee shall, to the extent money is available, after deduction of cash andinvestment balances for the 15% working capital reserve, transfer to or credit funds needed in thefollowing order: (1) the Debt Service Fund, (2) the Debt Service Reserve Fund, (3) any ReserveFund 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 Section6.08 of the Bond Resolution. These funds are maintained for reasonable and necessaryexpenses with respect to the system for major repairs, renewals, replacements, additions,betterments, enlargements, improvements and extraordinary expenses, all to the extent notprovided for in the then current Annual Budget. Money in this account is pledged for the securityof payment principal and interest on the bonds. Whenever the amount in this account exceedsthe “Maintenance Reserve Fund Requirement”, the excess shall be deposited in the GeneralFund. 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 theBond Resolution. All excess funds of the Authority are recorded in the General Account. If theAuthority is not in default in the payment of bond principal or interest and all fund requirementsare satisfied, the excess funds may be used by the Authority for any lawful purpose.

Note 12. Funded and Long-Term Debt

At December 31, 2014, the Authority had $1,613,177 in Revenue, Revenue Refunding, and Port DistrictProject Bonds outstanding, consisting of bonds issued in 1999, 2008, 2010, 2012 and 2013. The 1999Port District Project Bonds were issued to an Indenture of Trust dated December 1, 1999. The 2008Revenue Refunding Bonds were issued pursuant to the Indenture of Trust dated July 1, 1998, assupplemented by a Fourth Supplemental Indenture dated October 1, 2007 and a Fifth SupplementalIndenture dated July 15, 2008. The 2010 Revenue Refunding Bonds were issued pursuant to anIndenture of Trust as previously supplemented by five supplemental indentures thereto and as furthersupplemented by a Sixth Supplemental Indenture dated as of March 15, 2010. The 2010 Revenue Bondswere 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


Page 24

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

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 SupplementalIndenture, dated as of December 1, 2013.

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

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

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

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

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

The 1999 Port District Project Bonds (Series A) outstanding at December 31, 2014 are as follows:

Optional Redemption: The Series A Port District Project Bonds are redeemable by the Authority on anyinterest payment date in whole or in part, and if in part, in any order of maturity specified by the Authorityand in any principal amount within a maturity as specified by the Authority. Any such redemption shall bemade at a redemption price equal to accrued interest to the redemption date plus the greater of (i) theprincipal amount of the Series A Port District Project Bonds to be redeemed, and (ii) an amount equal tothe discounted remaining fixed amount payments applicable to the Series A Port District Project Bonds tobe redeemed.

Maturity Date Interest Principal Maturity Date Interest Principal

(January 1) Rate/Yield Amount (January 1) Rate/Yield Amount

2015 7.63% 3,665$ 2018 7.63% 4,570$

2016 7.63% 3,945 2019 7.63% 4,920

2017 7.63% 4,245 2020 7.63% 5,295

2021 7.63% 1,035

Total par value of 1999 Port District Project Bonds 27,675$

Term Bonds


Page 25


1999 Port District Project Bonds (Continued):

Optional Redemption (Continued): Allocation of the amounts of Series A Port District Project Bonds to beredeemed shall be proportionate nearly as reasonably possible having due regard for minimumauthorized denominations of the 1999 Port District Project Bonds among the respective interest of theholders of the Series A Port District Project Bonds to be redeemed at the time of selection of such SeriesA Port District Project Bonds for redemption regard for minimum authorized denominations of the 1999Port District Project Bonds among the respective interest of the holders of the Series A Port DistrictProject Bonds to be redeemed at the time of selection of such Series A Port District Project Bonds forredemption.

2008 Revenue Refunding Bonds: On July 25, 2008, the Authority issued $358,175 in Revenue RefundingBonds as variable rate demand obligations (VRDO’s). The 2008 Revenue Refunding Bonds were issuedto provide funds, together with other funds available: (a) to finance the current refunding of $358,175aggregate principal amount of the Authority’s Revenue Refunding Bonds, Series of 2007, consisting of allof the outstanding bonds of such series; and (b) to pay the costs of issuance of the 2008 RevenueRefunding Bonds.

The 2008 Revenue Refunding Bonds were issued pursuant to the Compact, the New Jersey Act, thePennsylvania 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 CommerceBank, 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 asof December 1, 1999, a Fourth Supplemental Indenture dated as of October 1, 1997 and a FifthSupplemental 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 1998Revenue Bond Indenture and any parity obligations hereafter issued under the 1998 Revenue BondIndenture, 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 heldby the Authority or the Trustee in any Fund created or established under the 1998 Revenue BondIndenture and (iii) the proceeds of all the foregoing, except for the moneys, instruments and securitiesheld in the 1998 General Fund and the 1998 Rebate Fund. The 2008A Letter of Credit (as defined herein)secures only the 2008A Revenue Refunding Bonds and the 2008B Letter of Credit (as defined herein)secures only the 2008B Revenue Refunding Bonds.

The 2008 Revenue Refunding Bonds are subject to purchase on the demand of the holder at a priceequal 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 ofthe 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 purchaseprice of the bonds delivered to it. The letters of credit require the Authority to make immediate payment ofany draws under the line and were valid through July 23, 2013. In 2013, the letters of credit wereextended 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 amountavailable under the line based on the Authority’s bond ratings, as determined by Moody’s and S&P. Inaddition, the Authority was required to pay an annual remarketing fee, payable quarterly in arrears, equalto 0.07% of the aggregate principal amount of the bonds outstanding at the beginning of the period.


Page 26


2008 Revenue Refunding Bonds (Continued): On June 28, 2013, the Authority amended and extended itsDPLOC with TD Bank, N.A. supporting the 2008 Revenue Refunding Bonds, Series B, to expire onDecember 31, 2017. In addition, the Authority amended and extended its DPLOC with the Bank ofAmerica, N.A., effective on July 22, 2013, to expire on July 22, 2016.The new LOC fees range from0.65% to 0.70%. The annual remarketing fees remained unchanged.

The 2008 Revenue Refunding Bonds outstanding at December 31, 2014 are as follows:

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

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

2008 Revenue Refunding Bonds (Continued):



2026 Variable 136,330$ 2026 Variable 151,470$

287,800$

Rate in Effect at December 31, 2014: Series A - 0.040%; Series B - 0.030%

Series BSeries A

Total par value of 2008 Revenue Refunding Bonds

Interest Rate Mode: Weekly

Rate Determination Date: Generally each Wednesday

Interest Payment Dates: First Business day of each month

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$

Sinking Fund Installments


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2010 Revenue Refunding Bonds: On June 30, 2010, the Authority issued $350,000 in RevenueRefunding Bonds, Series A of 2010, Revenue Refunding Bonds, Series B of 2010 and RevenueRefunding Bonds, Series C of 2010 as variable rate demand obligations (“VRDOs”). The 2010 RevenueRefunding Bonds were issued pursuant to the Indenture of Trust dated as of July 1, 1998 by and betweenthe 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 furthersupplemented 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 toprovide funds, together with other available funds, to (i) currently refund $349,360 aggregate principalamount of the Authority’s outstanding Revenue Bonds, Series of 1999, (ii) fund any required deposit tothe 1998 Debt Service Reserve Fund (defined herein), and (iii) pay the costs of issuance of the 2010Revenue Refunding Bonds.

The 2010 Revenue Refunding Bonds are subject to purchase on the demand of the holder at a priceequal 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 ofthe 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 PNCBank, N.A., the trustee or the remarketing agent is entitled to draw an amount sufficient to pay thepurchase price of the bonds delivered to it. The letters of credit require the Authority to make immediatepayment of any draws under the line and were valid through March 29, 2013. In 2013, the letters of creditwere replaced as noted below.

Initially, the Authority was required to pay annual facility fees to J.P. Morgan Chase, N.A., Bank ofAmerica, N.A. and PNC Bank, N.A. for the letters of credit in percentages varying from 1.35% to 1.675%of the gross amount available under the LOC, through March 21, 2013, when these LOCs were replaced.In addition, the Authority was required to pay an annual remarketing fee, payable quarterly in arrears,equal to 0.10% of the aggregate principal amount of the bonds outstanding at the beginning of the period.On March 21, 2013 the Authority completed its LOC substitution/replacement program, replacing theexisting LOC providers with three new banks: Royal Bank (Series A), Barclays Bank (Series B), and Bankof New York Mellon (Series C). The LOC fees were reduced, ranging from 0.45% to 0.70%, and theremarketing fee for each series was reduced to 0.08%/annum (see Note 20, Subsequent Events, relativeto the February 2015 Barclays Bank (Series B) LOC extension).



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$

Rate in Effect at December 31, 2014: : Series A - 0.040%; Series B - 0.030%; Series C - 0.040%

Rate Determination Date: Generally each Wednesday

Interest rate Mode: Weekly


Page 28



Optional Redemption: While in the Weekly Mode, each Series of the 2010 Revenue Refunding Bonds issubject to optional redemption by the Authority, in whole or in part, in Authorized Denominations on anyBusiness Day, at a redemption price equal to the principal amount thereof, plus accrued interest, if any, tothe applicable Redemption Date.

Mandatory Sinking Fund Redemption: The 2010 Revenue Refunding Bonds are subject to mandatoryredemption in part on January 1 of each year and in the respective principal amounts set forth below at100% of the principal amount of 2010 Revenue Refunding Bonds to be redeemed, plus interest accruedto the Redemption Date, from funds which the Authority covenants to deposit in the 2010A Bonds SinkingFund Account, 2010B Bonds Sinking Fund Account, and 2010C Bonds Sinking Fund Account created inthe 1998 Debt Service Fund established pursuant to 1998 Revenue Bond Indenture, in amounts sufficientto redeem on January 1 of each year the principal amount of such 2010 Revenue Refunding Bonds foreach 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

2018 10,280 10,280 3,430 23,990

2019 10,875 10,875 3,625 25,375

2020 11,500 11,500 3,830 26,830

2021 12,160 12,160 4,055 28,375

2022 12,855 12,860 4,285 30,000

2023 13,595 13,595 4,530 31,720

2024 14,375 14,375 4,790 33,540

2025 15,200 15,200 5,065 35,465

2026 16,075 16,070 5,355 37,500

$ 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 of2010 (the “2010 Revenue Bonds”). The 2010 Revenue Bonds were issued by means of a book-entry-onlysystem evidencing ownership and transfer of 2010 Revenue Bonds on the records of The DepositoryTrust Company, New York, New York (“DTC”), and its participants. Interest on the 2010 Revenue Bondswill be payable semi-annually on January 1 and July 1 of each year commencing January 1, 2011 (eachan “Interest Payment Date”).


Page 29


2010 Revenue Bonds (Continued):

The 2010 Revenue Bonds were issued pursuant to the Compact, the New Jersey Act, the PennsylvaniaAct (as such terms are defined herein) and an Indenture of Trust, dated as of July 1, 1998, by andbetween 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, aSecond Supplemental Indenture, dated as of August 15, 1998, a Third Supplemental Indenture, dated asof December 1, 1999, a Fourth Supplemental Indenture, dated as of October 1, 2007, a FifthSupplemental Indenture, dated as of July 15, 2008, a Sixth Supplemental Indenture, dated as of March15, 2010, and a Seventh Supplemental Indenture, dated as of July 1, 2010 (collectively, the “1998Revenue Bond Indenture”). The 2010 Revenue Bonds were issued for the purpose of: (i) financing aportion of the costs of the Authority’s approved Capital improvement Program; (ii) funding the DebtService Reserve Requirement for the 2010 Revenue Bonds; and (iii) paying the costs of issuance of the2010 Revenue Bonds (Series D). (Note: As per its 2008 Reimbursement Resolution, upon issuance of the2010 Revenue Bonds, the Authority reimbursed its General Fund, for approximately $100 million, for priorcapital 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 sourcesreferred to in the 2010 Revenue Bonds and the 1998 Revenue Bond Indenture. Neither the credit nor thetaxing 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 Commonwealthor the State is or shall be pledged for the payment of the principal, redemption premium, if any, or intereston the 2010 Revenue Bonds. The 2010 Revenue Bonds are not and shall not be deemed to be a debt orliability of the Commonwealth or the State or of any such county, city, borough, village, township or othermunicipality, 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, redemptionpremium, or interest. The Authority has no taxing power.

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


Page 30


The 2010 Revenue Bonds outstanding at December 31, 2014 are as follows:

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 theAuthority shall specify, or if the Authority shall fail to specify, by lot or by such other method as the PayingAgent determines to be fair and reasonable and in any principal amount in Authorized Denominations) atany time on or after January 1, 2020. Any such redemption shall be made at a redemption price equal to100% of the principal amount of the 2010 Bonds to be redeemed, plus accrued interest to theRedemption Date.

2012 Port District Project Refunding Bonds: On December 20, 2012, the Authority issued $153,030 inPort District Project Refunding Bonds, Series 2012. The Port District Project Refunding Bonds, Series2012 (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 andinterest accrued on the Authority's outstanding Port District Project Bonds, Series B of 1998, (the "1998Refunded Bonds"), Port District Project Bonds, Series B of 1999 (the "1999 Refunded Bonds"), and PortDistrict Project Bonds, Series A of 2001 (the "2001 Refunded Bonds").



2027 5.00% 3,465$

2028 5.00% 17,210

2029 5.00% 18,070

2030 5.00% 18,975

57,720

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$

Serial Bonds

Term Bonds


Page 31


2012 Port District Project Refunding Bonds (Continued):

The refunding resulted in a loss (difference between the reacquisition price and the net carrying amountof the old debt) of $7 million. This difference, reported in the accompanying financial statements as adeferred outflow of resources, is being charged to operations through the year 2025 using the effectiveinterest method. The Authority completed the refunding to reduce its total debt service payments over thenext 15 years by $69.3 million and to obtain an economic gain (difference between the present values ofthe old debt and new debt service payments) of $37 million. See Note 13.

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

Redemption Provisions:

Optional Redemption: The 2012 Bonds maturing on or after January 1, 2024 are subject to redemptionprior to maturity at the option of the Authority on or after January 1, 2023, in whole at any time, or in partat any time and from time to time, in any order of maturity specified by the Authority and within a maturityas 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 bemade at a redemption price equal to the principal amount of the Bonds to be redeemed plus interestaccrued to the date fixed for redemption.

Payment of Redemption Price: Notice of redemption having been given in the manner provided in theIndenture, or written waivers of notice having been filed with the Trustee prior to the date set forredemption, the 2012 Bonds (or portions thereof) so called for redemption shall become due and payableon the redemption date so designated and interest on such 2012 Bonds (or portions thereof) shall ceaseto accrue from the redemption date whether or not such Bonds shall be presented for payment. Theprincipal amount of all 2012 Bonds so called for redemption, together with the redemption premium, ifany, 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 theappropriate Fund or other funds deposited for the purpose.

Selection of 2012 Bonds to be Redeemed: If less than all of the 2012 Bonds are to be redeemed and paidprior to maturity, 2012 Bonds registered in the name of the Authority shall be redeemed before other 2012Bonds are redeemed. Thereafter, the portion of 2012 Bonds to be redeemed shall be selected by theAuthority, or if no such selection is made, by lot by the Trustee from among all Outstanding 2012 Bondseligible for redemption. In the case of a partial redemption of 2012 Bonds when 2012 Bonds ofdenominations greater than the minimum Authorized Denomination are Outstanding, then for all purposesin connection with such redemption, each principal amount equal to the minimum Authorizeddenomination shall be treated as though it were a separate 2012 Bond for purposes of selecting the 2012Bonds to be redeemed, provided that no 2012 Bonds shall be redeemed in part if the principal amount tobe Outstanding following such partial redemption is not an Authorized Denomination.


Page 32


The 2012 Port District Project Refunding Bonds outstanding at December 31, 2014 are as follows:

2013 Revenue Bonds: On December 18, 2013, the Delaware River Port Authority issued its RevenueBonds, Series of 2013 in the aggregate principal amount of $476,585. The 2013 Revenue Bonds wereissued by means of a book-entry-only system evidencing ownership and transfer of 2013 Revenue Bondson 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 yearcommencing July 1, 2014 (each an “Interest Payment Date”).

The 2013 Revenue Bonds were issued pursuant to the Compact, the New Jersey Act, the PennsylvaniaAct (as such terms are defined herein) and an Indenture of Trust, dated as of July 1, 1998, by andbetween the Authority and TD Bank, National Association, Cherry Hill, New Jersey, as successor toCommerce Bank, National Association, as trustee (the “Trustee”), as heretofore supplemented from timeto 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 thepurpose 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 specificallydefined in the 1998 Revenue Bond Indenture; and (iii) paying the costs of issuance of the 2013 RevenueBonds.

The 2013 Revenue Bonds are limited obligations of the Authority and are payable solely from the sourcesreferred to in the 2013 Revenue Bonds and the 1998 Revenue Bond Indenture. Neither the credit nor thetaxing 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 Commonwealthor the State is or shall be pledged for the payment of the principal, redemption premium, if any, or intereston the 2013 Revenue Bonds. The 2013 Revenue Bonds are not and shall not be deemed to be a debt orliability of the Commonwealth or the State or of any such county, city, borough, village, township or othermunicipality, 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.



2015 4.00% 5,800$ 2021 5.00% 12,350$

2016 5.00% 6,030 2022 5.00% 14,085

2017 5.00% 6,335 2023 3.00% 240

2018 2.00% 225 2023 5.00% 14,545

2018 5.00% 6,425 2024 5.00% 15,520

2019 5.00% 6,975 2025 5.00% 16,300

2020 5.00% 7,320 2026 5.00% 17,115

2027 5.00% 17,975

147,240

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$


Page 33


The 2013 Revenue Bonds outstanding at December 31, 2014 are as follows:

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 theAuthority shall specify, or if the Authority shall fail to specify, by lot or by such other method as the PayingAgent determines to be fair and reasonable and in any principal amount in Authorized Denominations), atany time on or after January 1, 2024. Any such redemption shall be made at a redemption price equal to100% of the principal amount of the 2013 Revenue Bonds to be redeemed, plus accrued interest to theRedemption Date.

Maturities of Principal and Interest on Bonds: The following presents the principal and interest due on allbonds outstanding as of December 31, 2014 (assuming the letter of credit agreements with respect to thevariable rate 2008 and 2010 Revenue Refunding Bonds are renewed over the term of the bonds and thebonds are remarketed):



2027 5.000% 23,560$ 2034 5.000% 33,355$

2027 4.125% 845 2034 4.625% 810

2028 5.000% 25,615 2035 5.000% 35,870

2029 5.000% 26,895 2036 5.000% 37,660

2030 5.000% 28,070 2037 5.000% 36,540

2030 4.500% 170 2038 4.750% 3,000

2031 5.000% 29,650 2038 5.000% 41,515

2032 4.500% 31,135 2039 5.000% 43,590

2033 5.000% 32,535 2040 5.000% 45,770

476,585

Total par value of 2013 Revenue Bonds 476,585

Add unamortized bond premium 11,204

Total 2013 Revenue Bonds, net 487,789$


Page 34


Maturities of Principal and Interest on Bonds (Continued):

The interest on variable rate debt is computed using the interest rate effective at December 31, 2014. Theinterest rates on the Authority’s variable 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 extendedwith Bank of America, N.A. and TD Bank, N.A. to July 2016 and December 2017, respectively. If the letterof credit agreements supporting the 2008 variable rate bonds are not renewed in 2016 and 2017 and the2008 bonds are mandatorily redeemed, the 2016 debt service requirements will be $169,195, rather thanthe $50,010 shown in the table above and the 2017 debt service requirements will be $174,980, ratherthan the $52,870 shown in the table above.

In March 2013, the letters of credit supporting the 2010 variable rate bonds were replaced with newletters of credit from Royal Bank of Canada (Series A), Barclay’s Bank PLC (Series B), and The Bank ofNew York Mellon (Series C), which expire in March 2016, March 2015, and March 2016, respectively. Ifthe letter of credit agreements supporting the 2010 Series A and Series C variable rate bonds are notrenewed in 2016 and the 2010 Series A and Series C bonds are mandatorily redeemed, the 2016 debtservice requirements will be $206,595, rather than the $50,010 shown in the table above. If the letter ofcredit agreement supporting the 2010 Series B variable rate bonds is not renewed in 2015 and the 2010Series B bonds are mandatorily redeemed, the 2015 debt service requirement will be $165,330, ratherthan 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 in1999, 2010, 2012 and 2013) is payable semi-annually on January 1 and July 1 in each year. Interest onthe 2008 and 2010 Revenue Refunding Bonds is payable monthly on the first business day of eachmonth. The Authority is current on all of its monthly debt service payments on all obligations.

Period Ending December 31, 2014 Principal Interest* Total

2015 47,385$ 22,698$ 70,083$

2016 50,010 22,349 72,359

2017 52,870 21,982 74,852

2018 55,865 21,603 77,468

2019-2023 330,505 92,787 423,292

2024-2028 334,030 68,294 402,324

2029-2033 248,305 56,609 304,914

2034-2038 316,235 28,506 344,741

2039-2041 149,725 1,548 151,273

1,584,930 336,376$ 1,921,306$

Net unamortized bond discounts

and premiums 28,248

1,613,178$


Page 35


Debt Authorized But Not Issued: At its August 2013 meeting, the Authority’s Board authorized theissuance, sale and delivery of up to $550 million in taxable or tax-exempt fixed rate bonds, to fund the5-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, theAuthority issued $476.6 million in fixed rate bonds (the 2013 Revenue Bonds) based on this resolution.As of December 31, 2014, approximately $73.4 million remains as authorized, but not issued.

Bond Ratings

Moody’s Investors Service Bond Ratings (Moody’s): Concurrent with the issuance of the $153.03 millionin Port District Project Refunding Bonds, on November 30, 2012, Moody’s affirmed the ratings on allAuthority 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 $476.6 million in new revenue bonds, in its report datedNovember 22, 2013; Moody’s assigned a rating of “A3” to the 2013 Revenue Bonds, and affirmed itsexisting ratings on all Authority bonds (revenue bonds at “A3”, port district bonds at “Baa3”). The outlookremains 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 $153.03 millionin Port District Project Refunding Bonds, on November 30, 2012, S&P affirmed the ratings on all AuthorityRevenue and Port District Project Bonds; however the outlook improved from “stable” to “positive” on allbonds. (This represented the first change in S&P’s ratings outlook since it had assigned a “stable”outlook on all the Authority’s bonds since July 2009).

Concurrent with the Authority’s issuance of $476.6 million in new revenue bonds, in its report datedNovember 27, 2013, S&P assigned a rating of “A” on the new series, and upgraded the Authority’s ratingson 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 Refundingand 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’sRatings Services, a division of The McGraw-Hill Companies, Inc. (“S&P”), initially assigned their municipalbond ratings to the 2008 Revenue Refunding Bonds based upon the understanding that upon delivery ofthe 2008A Revenue Refunding Bonds or 2008B Revenue Refunding Bonds, the respective Letter ofCredit securing the payment when due of the principal of, or purchase price of 2008A Revenue RefundingBonds or 2008B Revenue Refunding Bonds tendered for purchase and not otherwise remarketed andinterest on the 2008A Revenue Refunding Bonds or 2008B Revenue Refunding Bonds will be deliveredby 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 jointlysupported 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 RefundingBonds. Since a loss to a bondholder of a 2008A Revenue Refunding Bond or a 2008B RevenueRefunding Bond would occur only if both the bank providing the applicable Letter of Credit and theAuthority default in payment, Moody’s and S&P have assigned a long-term rating to the 2008 RevenueRefunding Bonds based upon the joint probability of default by both applicable parties. In determining thejoint probability of default, Moody’s considers the level of correlation between the bank providing theapplicable Letter of Credit and the Authority. Moody’s has determined that there is a low level ofcorrelation between the bank providing the applicable Letter of Credit and the Authority.


Page 36


Ratings on Jointly Supported Transactions (Continued): No provider of a Letter of Credit is obligated tomaintain its present or any other credit rating and shall have no liability if any such credit rating islowered, 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 ofborrowing 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’sjurisdiction that are transferred to the third party either by lease or by sale. The underlying lease ormortgage loan agreement, which serves as collateral for the promise of payments by the third party, callsfor 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 madeby the third-party directly to an independent trustee, who is appointed to service and administer thearrangement. The Authority assumes no responsibility for repayment of this debt beyond the resourcesprovided by the underlying leases or mortgage loans.

As of December 31, 2014, there was one series of Charter School Project Bonds outstanding, issued forthe LEAP Academy Charter School, Inc. The corresponding aggregate principal totaling $8,500 is treatedstrictly as conduit debt obligations under Interpretation No. 2 of the Governmental Accounting StandardsBoard (GASB) and accordingly is not included in the financial statements. The following schedule detailsthe series together with the amount outstanding:

In 2013 the Authority was advised by the bond trustee, and counsel for LEAP Academy, that LEAP hadlost its tax exemption for failure to file Form 990 for the past three years. LEAP bonds were issuedthrough the Authority; however, DRPA has no responsibility for repayment of this debt, as the debt isguaranteed by Rutgers University. After various appeal, in September 2013, the IRS rescinded its letterthereby 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 systemfrom the Federal Transit Administration and other government agencies. Capital improvement grant fundsof $13,974 were received in 2014. The Authority receives federal and state grants for specificconstruction purposes that are subject to review and audit by the grantor agencies. Although such auditscould result in disallowances under terms of the grants, it is the opinion of management that any requiredreimbursements will not be material to the Authority’s net position.

12/31/2012 12/31/2013 12/31/2014

Issue Issued Ending 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$


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Note 15. Contingencies

Public Liability claim exposures are self-insured by the Authority within its self-insured retention limit of $5million for each occurrence, after which, exists a $25 million limit of Claims made Excess LiabilityInsurance 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 isretained 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, forWorkers’ Compensation claims, after which a $5 million limit of Excess Workers’ Compensation insuranceis retained to respond to significant claims.

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 havea material adverse effect on the Authority’s combined net position and combined results of operations.

The Authority purchases commercial insurance for all other risks of loss, e.g. bridge and non-bridgeproperty, crime, terrorism, etc. The Authority reviews annually, and where appropriate, adjusts policy losslimits and deductibles as recommended by its insurance consultants in response to prevailing marketconditions, loss experience, and revenues. Policy loss limits are established with the professionalassistance of independent insurance broker consultants to ensure that sufficient coverage exists toaccommodate 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 providedin those years.

Per Article 5.11 of the 1998 Bond Indenture, the Authority must certify and submit to the bond trustee, byApril 30 of each year, that it has sufficient coverage with regards to “multi-risk insurance” (on DRPA andPATCO facilities), “use and occupancy insurance” (i.e., business interruption), etc. The Authoritysubmitted 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’sBoard of Commissioners authorized loan guarantees to various banks to complete the financing aspectsof a particular project. The Authority’s Board has authorized loan guarantees in an amount not to exceed$27,000.

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 ($10.0 million) and the HomePort Alliance ($0.9 million). These guarantees all remain in force; however, the Authority has made nocash outlays relating to these guarantees.

Self-Insurance 2014

Beginning balance 3,687$

Incurred claims 3,299

Payment of claims (2,403)

Other - administrative fees, recoveries -

Ending balance 4,583$


Page 38

Note 16. Commitments (Continued)

Development Projects (Continued):

L3 Communications Loan Guarantee: At its March 2010 meeting, the Authority’s Board approveda modification of the $10 million guarantee relating to a letter of credit (LOC) supporting the L3Communications project in order to accommodate a change in the bank providing the letter ofcredit, following the expiration of the original LOC. The guarantee survives the expiration of theoriginal LOC. Following the modification, in April 2010, NJ EDA provided a $20 million guaranteeto the LOC provider, while the Authority provided a $10 million guarantee in favor of NJ EDA,(and not the bank). The changes in the guarantee do not increase exposure or risk. As was thecase with the original guarantee, the Authority’s guarantee will be accessed only if NJ EDA mustpay more than $10 million on its guarantee. (See Note 20, “Subsequent Events” related to the L3Loan Guarantee).

Home Port Alliance Guarantee (extended 2012): On June 6, 2012, the Authority negotiated athree-year extension of the existing $0.9 million loan guarantee that supports a loan from TDBank, N.A. to the Home Port Alliance for the Battleship New Jersey. The loan guarantee expireson June 6, 2015.

Community Impact: The Authority has an agreement with the City of Philadelphia (City) for CommunityImpact regarding the PATCO high-speed transit system (“Locust Street Subway Lease”). The agreementexpires on December 31, 2050. In 2015, the base amount payable to the City will total $3,281 as adjustedfor the cumulative increases in the Consumer Price Index (CPI) between 1999 and 2014. Base paymentsremaining in 2016 through 2018 shall equal the previous year’s base payment adjusted by any increasein the CPI for that year. For the years 2018 through 2050, the annual base payment shall equal onedollar.

In addition, for the duration of the lease the Authority is required to annually create a PATCO CommunityImpact Fund in the amount of $500, with payment of such fund to be divided annually betweencommunities within the Commonwealth and the State, based on PATCO track miles in the respectivestates.

The minimum commitment, adjusted for the effect of the increase in the CPI at December 31, 2014, is asfollows:

Year Amount

2015 $ 3,781

2016 3,787

2017 3,827

2018 500

Thereafter 16,000

$27,895


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OCIP Letters of Credit: In May 2008, the Authority entered into two new separate irrevocable standbyLetters of Credit with TD Bank, N.A. (formerly Commerce Bank) and Wachovia Bank in support of theAuthority’s “Owner Controlled Insurance Program (OCIP)”. Under this program, the Authority purchasedcoverage 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 theamount 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 eachMay, in the amount of $816, until it expired on May 7, 2012.

During 2012, the Authority extended its OCIP for a six-month period. As a consequence, in consultationwith 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 toexpire 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 OCIPfrom June 30, 2014 to December 31, 2014. In December 2014, the Authority extended the $5,462 letterof 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 havebeen made against any Letter of Credit.

Direct Pay Letters of Credit (2008 Revenue Refunding Bonds): The Authority’s 2008 Revenue RefundingBonds (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$172.6 million and $191.8 million, respectively. The Authority entered into separate ReimbursementAgreements 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 amountof and up to fifty-three (53) days of accrued interest (at a maximum interest rate of 12%) on the related2008A Revenue Refunding Bonds or 2008B Revenue Refunding Bonds, when due, and the PurchasePrice of the 2008A Revenue Refunding Bonds or the 2008B Revenue Refunding Bonds tendered ordeemed tendered for purchase and not remarketed. The Credit Provider for the 2008A RevenueRefunding Bonds is only responsible for payments with respect to the 2008A Revenue Refunding Bondsfor which the 2008A Letter of Credit was issued and the Credit Provider for the 2008B RevenueRefunding Bonds is only responsible for payments with respect to the 2008B Revenue Refunding Bondsfor which the 2008B Letter of Credit was issued. The 2008A Letter of Credit and the 2008B Letter ofCredit 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 ofCredit for principal, interest or Purchase Price creates a reimbursement obligation on the part of theAuthority that is secured by the 1998 Revenue Bond Indenture on a parity basis with the 2008 RevenueRefunding Bonds.” (Additional information related to this transaction and the accompanying Letters ofCredit 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 newletters of credit with Bank of America, N.A. and TD Bank, N.A. expire on July 22, 2016 and December 31,2017, respectively.


Page 40


Letter of Credit Provider Ratings (Unaudited): Ratings for these banks as of December 31, 2014 areshown below:

* In April 2012, at the Authority’s request, Fitch Ratings assigned a rating of “A/F1” (stable outlook) tothe Authority’s 2008 Series A Revenue Refunding Bonds, based on the DPLOC support provided bythe Bank of America, N.A. (“A/F1”, stable outlook) on the bonds.

Direct Pay Letters of Credit (2010 Revenue Refunding Bonds): The Authority’s 2010 Revenue RefundingBonds (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. andPNC 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 theissuance of said DPLOCs. These DPLOC’s were terminated in March 2013, and replaced with new lettersof credit from Royal Bank of Canada (Series A), Barclay’s Bank PLC (Series B), and Bank of New YorkMellon (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 CreditProvider to pay to the Trustee, upon request and in accordance with the terms thereof, amounts sufficientto pay the unpaid principal amount and up to fifty-three (53) days (or such greater number of days asrequired by the rating agencies) days’ accrued interest (at the maximum interest rate of 12%) on therelated 2010 Revenue Refunding bonds, 2010 Revenue Refunding Bonds or 2010 Revenue RefundingBonds when due, whether at the stated maturity thereof or upon acceleration or call for redemption, andamounts sufficient to pay the Purchase Price of the 2010 Revenue Refunding Bonds, the 2010 RevenueRefunding bonds or the 2010 Revenue Refunding bonds, as applicable, tendered for purchase and notremarketed. A draw under a Letter of Credit for principal and interest or Purchase Price creates aReimbursement Obligation (as defined in the 1998 Revenue Bond Indenture) on the part of the Authority.

Letter of Credit Provider Ratings (Unaudited): Ratings for these banks as of December 31, 2014 areshown below:

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

Long-Term Short-Term

Moody's S&P Fitch * Moody's S&P Fitch *

Royal Bank of Canada Aa3 AA- AA P-1 A-1+ F1+

Negative Negative Stable

Barclay's Bank PLC A2 A A P-1 A-1 F1

Negative Negative Stable

Bank of New York Mellon Aa2 AA- AA- P-1 A-1+ F1+

Stable Stable Stable

Long-Term Short-Term


Page 41


Contractual Commitments: As of December 31, 2014, the Authority had board-approved contracts withremaining balances as follows:

Total

Benjamin Franklin Bridge and Administrative:

BFB Bridge & Pavement Repairs & Inspection 3,640$

Temporary Toll, Clerical, Admin. & Custodial Workers 3,702

Toll Revenue Transportation & Processing & System Upgrade 3,351

ERP Consulting Services 12,134

Engineering services - Program Management & Task Orders 14,177

Other 1,056

Walt Whitman Bridge:

BRB & WWB Camera Installation 75

Deck Design, Construction, Rehabilitation & Inspection 3,386

WWB Suspension Span Stiffening 130,012

Suspension Rope Investigation & Painting 619

Commodore Barry Bridge:

Bridge Inspection 281

Structural Repairs & Pavement Markings 132

CBB Painting Design Services 311

Betsy Ross Bridge:

BRB Resurfacing Design Services, Structural Repairs & Inspection 17,997

PATCO System:

Car Overhaul Program 151,899

Track Rehabilitation Across BFB 38,357

Escalator/Elevator Replacement 1,852

Other 3,350

Other:

OPC Remedial Investigation 314

Other Equipment and System Upgrades and Maintenance 273

386,918$


Page 42

Note 17. Bridge and PATCO Fare Schedules

Bridge Fares: On July 1, 2011, the approved new bridge toll schedule was implemented as shown:

Class 1 - Motorcycle 5.00$Class 2 - Automobile 5.00Class 3 - Two Axle Trucks 15.00Class 4 - Three Axle Trucks 22.50Class 5 - Four Axle Trucks 30.00Class 6 - Five Axle Trucks 37.50Class 7 - Six Axle Trucks 45.00Class 8 - Bus 7.50Class 9 - Bus 11.25Class 10 - Senior Citizen (With 2 Tickets Only) 2.50Class 13 - Auto w/trailer (1 axle) 8.75

PATCO Passenger Fares: On July 1, 2011, a new fare schedule was implemented as shown:

Lindenwold/Ashland Woodcrest 3.00$Haddonfield/West Haddonfield/Collingswood 2.60Ferry Avenue 2.25New Jersey 1.60City Hall/Broadway/Philadelphia 1.40Off-peak Reduced Fare Program 0.70

As noted above, PATCO has a federally mandated reduced off-peak fare program for “elderly personsand persons with disabilities”. These off-peak rates increased from $0.62/trip to $0.70/trip.

In December 2015, The Authority’s Board passed DRPA-14-147 (DRPA Resolution Authorizing Deferralof Biennial CPI toll increase) which deferred the CPI-indexed biennial toll increase from January 1, 2015to January 1, 2017.

Note 18. New Governmental Accounting Pronouncements

The Governmental Accounting Standards Board (GASB) has issued several statements that haveeffective dates that may impact future financial presentations. Management has not completed theprocess of evaluating the impact the following statements will have on the financial statements but hasdetermined that the effect of implementing GASB Statements No. 68 and No. 71 will be material to thefinancial statements.

GASB Statement No. 68, Accounting and Financial Reporting for Pensions—an amendment of GASBStatement No. 27, issued in June 2012, will be effective for the Authority beginning with the year endingDecember 31, 2015. This statement replaces the requirements of Statement No. 27, Accounting forPensions by State and Local Governmental Employers and Statement No. 50, Pension Disclosures, asthey relate to governments that provide pensions through pension plans administered as trusts or similararrangements that meet certain criteria. Statement 68 requires governments providing defined benefitpensions to recognize their long-term obligation for pension benefits as a liability for the first time, and tomore comprehensively and comparably measure the annual costs of pension benefits. The Statementalso enhances accountability and transparency through revised and new note disclosures and requiredsupplementary information (RSI).


Page 43

Note 18. New Governmental Accounting Pronouncements (Continued)

GASB Statement No. 69, Government Combinations and Disposals of Government Operations, issuedJanuary 2013, will be effective for the Authority beginning with the year ending December 31, 2014. ThisStatement establishes accounting and financial reporting standards related to government combinationsand disposals of government operations. As used in this Statement, the term government combinationsincludes a variety of transactions referred to as mergers, acquisitions, and transfers of operations.

This Statement requires disclosures to be made about government combinations and disposals ofgovernment operations to enable financial statement users to evaluate the nature and financial effects ofthose transactions.

GASB Statement No. 70, Accounting and Financial Reporting for Nonexchange Financial Guarantees,issued April 2013, will be effective for the Authority beginning with the year ending December 31, 2014.Some governments extend financial guarantees for the obligations of another government, a not-for-profitentity, or a private entity without directly receiving equal or approximately equal value in exchange (anonexchange transaction). As a part of this nonexchange financial guarantee, a government commits toindemnify the holder of the obligation if the entity that issued the obligation does not fulfill its paymentrequirements. Also, some governments issue obligations that are guaranteed by other entities in anonexchange transaction. The objective of this Statement is to improve accounting and financial reportingby state and local governments that extend and receive nonexchange financial guarantees.

This Statement specifies the information required to be disclosed by governments that extendnonexchange financial guarantees. In addition, this Statement requires new information to be disclosedby governments that receive nonexchange financial guarantees.

GASB Statement No. 71, Pension Transition for Contributions Made Subsequent to Measurement Date,issued in November 2103, 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, agovernment recognize a beginning deferred outflow of resources for its pension contributions, if any,made subsequent to the measurement date of the beginning net pension liability. GASB Statement No.68, as amended, continues to require that beginning balances for other deferred outflows of resourcesand deferred inflows of resources related to pensions be reported at transition only if it is practical todetermine all such amounts. The provisions of GASB No. Statement 71 should be appliedsimultaneously with the provisions of GASB No. Statement 68.

Note 19. Blended Component Unit

In 2013, the Authority adopted GASB Statement No. 61, The Financial Reporting Entity: Omnibus anamendment of GASB Statements No. 14 and No. 34. This Statement is intended to improve financialreporting 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 reportingentity.

Port Authority Transit Corporation (PATCO) is a wholly-owned subsidiary of the DRPA, established tooperate and maintain the rapid transit system owned and constructed by DRPA. PATCO and DRPAshare the same board of Commissioners. A financial benefit or burden relationship exists between DRPAand PATCO as DRPA subsidizes the losses of PATCO and intends to continue to do so. PATCO’sfinancial results have been blended with those of DRPA in the financial statements.


Page 44

Note 19. Blended Component Unit (Continued)

Rent of Transit System Facilities: All rapid transit system facilities used by PATCO are leased from theAuthority, under terms of an agreement dated April 18, 1969 and amended June 3, 1974. The leaserequires PATCO to operate and maintain the Locust-Lindenwold line. The terms of the amendedagreement, 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 annualinterest expense to the Authority for that portion of its indebtedness attributable to the construction andequipping of the leased facilities plus the provision for depreciation of the rapid transit facilities asrecorded by the Authority. In addition, the lease requires PATCO to pay to the Authority any net earningsfrom operations for the Locust-Lindenwold line less a reasonable amount to be retained for workingcapital and operating reserves.

PATCO’s outstanding liability to the DRPA for period January 1, 1974 to December 31, 2014 related tothis agreement totals $250,852.

Net Position: The net position totaling ($644,302) and ($620,419) as of December 31, 2014 andDecember 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 endedDecember 31, 2014 is as follows:

DRPA PATCO TOTAL

Current assets 556,228$ 13,327$ 569,556$

Receivable from primary government (498) 498 0

Noncurrent assets 403,149 0 403,149

Capital Assets 1,349,907 0 1,349,907

Other Assets 17,278 0 17,278

Intercompany 0 0 0

Total Assets 2,326,065 13,825 2,339,890

Deferred Outflows 128,764 128,764

Total Assets & Deferred Outflows 2,454,829 13,825 2,468,654

Current Liabilities 261,617 8,321 269,938

Noncurrent Liabilities 1,599,562 13,616 1,613,178

Total Liabilities 1,861,180 21,936 1,883,116

Lease Agreement (250,852) 250,852 0

Advances from Delaware River Port Authority (385,339) 385,339 0

Net Investment in Capital Assets 93,362 0 93,362

Restricted net Position 230,155 0 230,155

Unrestricted 906,323 (644,302) 262,021

Total net Position 593,649$ (8,111)$ 585,538$

December 31, 2014


Page 45


DRPA PATCO Total

Operating Revenues

Bridge Revenues 297,267$ -$ 297,267$

Transit Systems 0 24,257 24,257

Other 7,682 4,989 12,671

Total operating Revenues 304,948 29,246 334,194

Operating Expenes

Operating Expenses 50,867 47,221 98,087

Depreciation 57,063 0 57,063

Total Operating Expenses 107,930 47,221 155,150

Operating Income 197,018 (17,974) 179,044

Nonoperating Revenues (Expenses)

Interest Expense (117,313) 0 (117,313)

Bond Issuance Costs 1,570 0 1,570

Economic Development Activities (2,401) 0 (2,401)

Lease Rental 6,122 (6,122) 0

Other (939) 213 (726)

Total Nonoperating Revenues (Expenses) (112,960) (5,909) (118,869)

Capital Contributions 13,974 0 13,974

Change in Net Position 98,032 (23,883) 74,148

0 0 0

Net Position, January 1, 2014 1,131,809 (620,418) 511,390

Net Position, December 31, 2014 1,229,841$ (644,302)$ 585,538$

Net Cash Provided by Operating Expenses 209,861$ (23,188)$ 186,673$

Net Cash (Used by) Provided by Financing Activities (252,588) 23,191 (229,397)

Net Cash Provided by Investing Activities 45,190 0 45,191

Net Increase (Decrease) in Cash & Cash Equivalents 2,463 3 2,466

Cash & Cash Equivalents, January 1, 2014 4,702 1,058 5,760

Cash & Cash Equivalents, December 31, 2014 7,164$ 1,062$ 8,226$

Period Ended December 31, 2014


Page 46



DRPA PATCO TOTAL

Current assets 649,840$ 10,358$ 660,198$

Receivable from primary government (712) 712 -$

Noncurrent assets 345,216 0 345,216$

Capital Assets 1,273,454 0 1,273,454$

Other Assets 18,172 0 18,172$

Intercompany 0 0 0

Total Assets 2,285,970 11,070 2,297,040

Defferred Outflows 129,029 0 129,029

Tota; Assets & Deferred Outflows 2,414,999 11,070 2,426,069

Current Liabilities 84,716 6,466 91,182

Noncurrent Liabilities 1,803,965 19,533 1,823,498

Total Liabilities 1,888,681 25,999 1,914,680

Lease Agreement (244,730) 244,730 0

Advances from Delaware River Port Authority (360,760) 360,760 0

Net Investmetn in Capital Assets 213,138 0 213,138

Restricted net Position 159,521 0 159,521

Unrestricted 759,149 (620,419) 138,730

Total net Position 526,318$ (14,929)$ 511,389$

December 31, 2013


Page 47



DRPA PATCO Total

Operating Revenues

Bridge Revenues 300,314$ -$ 300,314$

Transit Systems 0 27,607 27,607

Other 165 38 203

Total operating Revenues 300,479 27,648 328,124

Operating Expenes

Operating Expenses 95,724 44,394 140,118

Depreciation 54,801 0 54,801

Total Operating Expenses 150,525 44,394 194,919

Operating Income 149,954 (16,749) 133,205

Nonoperating Revenues (Expenses)

Interset Expense (58,784) 0 (18,308)

Bond Issuance Costs (2,516) 0 0

Economic Development Activities (4,371) 0 (210)

Lease Rental 6,122 (6,122) 0

Other 7,353 0 (155)

Total Nonoperating Revenues (Expenses) (52,196) (6,122) (18,672)

Capital Contributions 17,673 0 17,673

Change in Net Position 115,431 (22,871) 92,5600 0 0

Net Position, January 1, 2013 1,016,377 (597,548) 418,829

Net Position, December 31, 2013 1,131,808$ (620,419)$ 511,389$

Net Cash Provided by Operating Expenses 203,562$ (16,957)$ 186,605$

Net Cash (Used by) Provided by Financing Activities 316,750 17,440 334,190

Net Cash Provided by Investing Activities (496,167) 2 496,165

Net Increase (Decrease) in Cash & Cash Equivalents 24,145 485 24,630

Cash & Cash Equivalents, January 1, 2013 5,327 572 5,8990 0

Cash & Cash Equivalents, December 31, 2013 29,472$ 1,057$ 30,529$

Year Ended December 31, 2013

NOTES TO COMBINED FINANCIAL STATEMENTSFor the Year Period Ended December 31, 2014 (Dollars in Thousands) Unaudited

Page 48

Note 20. Subsequent Events

Status of Union Labor Negotiations: The collective bargaining agreement between the Authority and theIUOE expired on December 31, 2012. Employees continue to work with an expired contract while contractnegotiations are ongoing.

The second largest labor organization representing Authority personnel is FOP Local 30 (representingAuthority and PATCO patrol officers, corporals and sergeants). The parties have concluded an interestarbitration litigation in the Federal District Court, Camden, New Jersey. The parties had been waiting foran 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 representsoperating and maintenance personnel at PATCO which expired on May 31, 2011. Currently the partiesare 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 documentproduction concerning economic development spending from 2008 to the present. The Authority hasbeen fully cooperating with the government and has directed its special outside counsel to continue to beopen and transparent in providing assistance to the federal investigation. Compliance costs and counselfees have been significant, but do not materially impact the Authority's financial position. The authoritywas recently granted permission by the government to lift the litigation holds in this matter.

2010 Revenue Refunding Bonds - Extension of Barclays Bank Direct-Pay Letter of Credit: In March2013, the Authority executed new Reimbursement Agreements with several banks, with various expirydates. The Barclays Bank Direct-Pay Letter of Credit supporting the 2010 Revenue Refunding Bonds,Series B was issued for a term of two years with an expiry date of March 20, 2015.

At its January meeting, the Authority’s Board authorized staff to extend the LOC with Barclays, for a “to-be-determined” term. In February 2015, the Authority requested that Barclays extend the letter of creditfor a three year period. On February 18, 2015. Barclays Bank PLC delivered a “Notice of Extension” toTD Bank (trustee for bonds), to extend the “stated Expiration Date” in the LOC to March 20, 2018. TheAuthority expects to reduce its annual LOC fees by approximately $95,000 annually, as a result of thisextension.

Victor Lofts Loan: On January 30, 2015, the Authority received $4.28 million in full repayment of the VictorLofts economic development loan of $3.0 million dollars, and accumulated interest.

Loan Guarantee – L3 Communications: On April 16, 2010, the DRPA provided a loan guaranty, of up to$10 million, to NJEDA related to properties leased by L3 Communications in Camden, NJ. On February6, 2015, the Authority entered into a Mutual Release of Guaranty agreement with NJEDA, wherein bothparties released each other from any obligations under the DRPA Guaranty of $10 million.

As of this date, the only remaining loan guaranty is with the Home Port Alliance (USS Battleship NJ) inthe amount of $900,000, as described in Footnote 16 (Commitments).

DELAWARE RIVER PORT AUTHORITY Schedule 1

CASH

DECEMBER 31, 2014

REVENUE FUND:

Cash on hand:

Change funds for bridges $18,500

Undeposited tolls and ticket sales $1,518,206 $1,536,706

Santander $2,840

TD Bank N.A. $1,008,635

Bank of America $908,835

Bank Of New York Mellon ($6,259)

Wells Fargo Bank $383,020 $3,833,777

1998 PORT DISTRICT PROJECT FUND:

Santander $4,108


Wells Fargo Bank $473,158

1999 PROJECT FUND:

Santander $59,566

GENERAL FUND:

Cash on hand - change and working funds for PATCO Transit

System Stations $245,358

Wells Fargo Bank $219,904

Santander $1,284,073

TD Bank N.A. $2,106,168 $3,855,503

Total $8,226,111

Page 49


INVESTMENTS

DECEMBER 31, 2014

Par Value Fair Value

REVENUE FUND:

AIM Money Market $ 12,909,069 12,909,069

Mellon Bank Money Market 1,001,000 1,001,000

$ 13,910,069 13,910,069

MAINTENANCE RESERVE FUND (Restricted):

Goldman Sachs Money Market $ 4,578,132 4,688,525

$ 4,578,132 4,688,525

1999 PDP DEBT SERVICE FUND (Restricted):

Federated Treasury Cash Series II $ 5,784,025 5,784,025

$ 5,784,025 5,784,025

2012 PDP DEBT SERVICE FUND (Restricted):


2010 DEBT SERVICE FUND (Restricted):






1998B BOND RESERVE FUND (Restricted):


Abbey National N.A. Paper due 07/01/15 (includes accrued interest) 40,830,000 39,655,607

$ 116,828,425 115,654,032

2010 REVENUE REFUNDING DEBT SERVICE FUND (Restricted):


2012 PORT DISTRICT DEBT SERVICE RESERVE FUND (Restricted):

Abbey National N.A. Paper due 07/01/15 (includes accrued interest) $ 10,745,000 10,745,000

Goldman Sachs Treasury Obligation Money Market 8,048,580 8,048,580

$ 18,793,580 18,793,580

Page 50


INVESTMENTS

DECEMBER 31, 2014

Par Value Fair Value

GENERAL FUND:

AIM Money Market $ 74,331,385 74,331,385

PFM Cash Reserve Money Market 3,179,547 3,179,547

UBS Investments 31,635,146 31,635,146

Morgan Stanley / Dean Witter Investments 26,812,554 26,812,554

Swarthmore Group Investments 53,652,527 53,652,527

Haverford Trust Investments 5,381,209 5,381,209

Haverford Trust C/D 6,397,126 6,397,126

TD Bank Investment Account 38,621,874 38,621,874

WF Cap Res Pay-as-You-Go Money Market 217,711,256 217,711,256

US Treasury Bills due 07/01/15 2,655,000 2,655,000

Unrealized loss on investments (3,137,869) (3,137,869)

$ 457,239,756 457,239,756


PFM Cash Reserve Money Market $ 312 312

$ 312 312

1999 PORT DISTRICT PROJECT FUND


$ 15,156,063 15,156,063



$ 1,004,421 1,004,421

2013 REVENUE BOND PROJECT FUND:

Wells Fargo Money Markets $ 239,729,418 239,729,418

$ 239,729,418 239,729,418

Total investments $ 928,929,285 939,718,073

Page 51

DELAWARE RIVER PORT AUTHORITYINTEREST INCOME BY FUND Schedule 3


Period Ended

12/31/2014 12/31/2013

Revenue Fund $360,061 $272,214

Maintenance Reserve Fund $147,781 $147,590

1998 Port Project Fund $1 $0

1999 Port Project Fund $1,165 $1,197

2001 Port Project Fund $85 $92

2010 Project Fund $0 $0

1998 Port District Debt Service Fund $303 $296

1999 Debt Service Fund $0 $0



2010 Debt Service Fund A, B, C $684 $450

2010 Debt Service Fund D $282 $264

1998 Bond Reserve Fund $2,958,265 $2,351,015

1998 Port Debt Service Reserve Fund $0 $0



2012 Port Debt Service Reserve Fund $616,992 $618,524


2013 Project Fund $151,958 $0


General Fund $1,793,244 $2,609,294

$6,031,801 $6,001,228

Page 52


BRIDGE REVENUES AND OPERATING EXPENSES


12/31/2014 12/31/2013 2014 2013

BENJAMIN FRANKLIN BRIDGE

Operating revenues:

Bridge tolls $97,923,032 $101,828,706 $23,737,154 $24,323,239

Other $7,350,909 $5,704,413 $1,195,679 $1,289,067

Total operating revenues $105,273,942 $107,533,119 $24,932,833 $25,612,307


Net operating revenues $90,136,254 $90,285,557 $20,242,737 $20,516,898

WALT WHITMAN BRIDGE

Operating revenues:

Bridge tolls $116,255,674 $111,255,870 $29,195,637 $26,795,153

Other $330,243 $359,790 $119,464 $158,227




COMMODORE BARRY BRIDGE

Operating revenues:

Bridge tolls $49,680,133 $47,935,075 $12,432,809 $11,629,587

Other $0 $0 $0 $0




BETSY ROSS BRIDGE

Operating revenues:

Bridge tolls $33,407,857 $33,578,225 $8,775,901 $8,405,305

Other $0 $0 $0 $0




COMBINED TOTALS

Operating revenues:

Bridge tolls $297,266,697 $294,597,876 $74,141,502 $71,153,284

Other $7,681,152 $6,064,202 $1,315,143 $1,447,294




4th QuarterPeriod Ended

Page 53


ECONOMIC DEVELOPMENT ACTIVITY

FOR THE PERIOD ENDED DECEMBER 31, 2014

2014 YTD Activity

Period Ended (New Loans and

12/31/14 12/31/2013 Principal Payments)

ECONOMIC DEVELOPMENT LOANS:

Cooper River Boathouse 706,016$ 752,106$ (46,090)$

Camden Yards Steel Co. 0 0 -

LEAP Academy 1,212,665 1,448,944 (236,278)

Victor Lofts 2,976,762 2,976,762 -

Camden Aquarium 14,188,179 14,634,090 (445,911)

Home Line Furniture 204,206 233,230 (29,023)

Total Loans 19,287,828$ 20,045,131$ (757,303)$

Provision for loan losses (3,344,551)$ (3,344,551)$ -$

Total Loans per Balance Sheet - Net 15,943,277$ 16,700,580$ (757,303)$

Page 54

FINANCE



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Finance Committee Meeting



Commissioners:

Jeffrey Nash, ChairmanWhitney WhiteDenise Mason (via telephone)E. Frank DiAntonio (via telephone)Elinor Haider (via telephone)John Lisko, Esq., Chief of Staff/Chief InvestmentOfficer, Pennsylvania Treasury (via telephone)

Others Present:

Tyler Yingling, Assistant Counsel, New JerseyGovernor's Authorities Unit

Elizabeth Wagenseller, Deputy of External Affairs (forAuditor General DePasquale)

Stephanie Kosta, Esq. (Duane Morris, PennsylvaniaCounsel)

Arnold Alston, Wells FargoCraig Hrinekevich, Wells Fargo

DRPA/PATCO Staff:

John Hanson, Chief Executive OfficerMichael Conallen, Deputy Chief Executive OfficerKristen Mayock, Esq., Acting General Counsel &

Acting Corporate SecretaryStephen Holden, Esq., Deputy General CounselKathleen Vandy, Esq., Assistant General CounselTimothy Pulte, Chief Operating OfficerJames White, Chief Financial Officer

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DRPA/PATCO Staff: (continued)

Toni Brown, Chief Administrative OfficerDavid Aubrey, Acting Inspector GeneralJohn Rink, General Manager, PATCOBennett Cornelius, Assistant General Manager, PATCOKevin LaMarca, Director of Information SservicesAmy Ash, Contract AdministratorBrenda Greene, Claims AdministratorSheila Milner, Administrative CoordinatorElizabeth McGee, Administrative Coordinator

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I N D E X

Page

Roll Call 4

Financial Update 6

Replacement of OPC Network Switches 11

Disaster Recovery and Business Continuity 15Planning Services

Renewal of DRPA/PATCO Commercial Non-Bridge 20Property Policy

Renewal of the PATCO Rolling Stock Property 27Coverage for Rehabilitated Passenger Trains

Broker/Consultant for Health & Welfare 31Program

Exercise of Option Year for Third Party 36Administrator for DRPA and PATCO Workers'Compensation, General Liability andBodily Injury Claims

Adjourn 40

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(9:36 a.m.)

CHAIRMAN NASH: Good morning. Welcome to the

Finance Committee, especially to our new member who is

here with us, today. I think you're going to enjoy

this committee, which we don’t want to tell the other

committees but this the most important.

Right, John?

MR. HANSON: It's the most fun. All the fun

people are on finance.

CHAIRMAN NASH: Let's call the roll for the

committee.

MS. MAYOCK: Chairman Nash?

CHAIRMAN NASH: Here.









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MS. MAYOCK: We have John Lisko for Vice

Chairman Craig.

COMMISSIONER LISKO: Present.

MS. MAYOCK: We have Liz Wagenseller, on

behalf of General DePasquale?

MS. WAGENSELLER: Here.

MS. MAYOCK: Do we have Commissioner Taylor on

the line?

No, okay. We still have a quorum regardless.

CHAIRMAN NASH: Okay, good.

I know Rick had an injury, so I hope he's

recuperating.

And, Denise, this is Jeff, can you call me

after the meeting?

COMMISSIONER MASON: I'm actually on my way to

a meeting, so I can call you this afternoon.

CHAIRMAN NASH: Yeah, that's fine. I'll talk

to you about it.

COMMISSIONER MASON: Okay.

CHAIRMAN NASH: Thanks.

There are six items on today's agenda and we

have a full -- we have a full agenda. I know that

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there are several issues in closed session. But we'll

start with Mr. White, James White, and ask for a

financial update.

MR. WHITE: Thank you, Mr. Chair,

commissioners, and everyone, good morning.

Even though it's April 1st, what I'm about to

speak to you about is true and accurate. I can attest

to these unaudited numbers.

Before I start, I did send out an email on a

couple of things, on Monday. I, again, distributed

the summary that gives you an idea on budgets and on

the various sources of funds just as a reminder,

particularly to some of the new commissioners.

Before I get to the financial results, one of

the things required under the resolution -- the

extension resolution for the Barclays Letter of Credit

-- was for me to provide a summary to the Finance

Committee on various aspects related to that. I did

distribute that on Monday.

In summary, we extended the Barclays Letter of

Credit for three years, starting from March 20, 2015

to March 20 -- or 21, 2018. The amount was

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$138.1 million. As a result of this extension, we are

able to actually get a reduction in the basis points

on the LOC facility fee, which will result in savings

of approximately $95,000 per annum for the next three

years. So, that new LOC is in place.

I provided to the Finance Committee a summary

that basically is our total fees related to the

transaction, including those fees that we had to pay

on behalf of Barclays Bank, which were $12,500. So

that concludes my summary related to the Barclays

Letter of Credit extension.

Anyone have any questions related to that at

all?

Secondly, I want to call to your attention

that, yesterday, we filed or sent out a packet to the

governors and the legislatures, a packet of

information. Per our Compact, by March 31st of every

year, we have to send out what we call the "Governors’

Report". It's a pretty thick document. It includes a

strategic plan. It includes the capital budget. It

includes contracts over $100,000, our financial

statements as of December 31, 2014, and various

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budgets versus actual summaries.

As I mentioned, the hard copy is pretty thick.

But if anyone is interested, I can send to you an

electronic version of this. Just see me after the

meeting and I can accommodate you related to that.

We are presently still moving forward in terms

of a potential swap novation transaction. We are

still working on documents with one particular bank.

But once those documents are finalized, we will be in

a position where, hopefully, we can do a transaction,

or transactions, which will result in us replacing UBS

as our counterparty on our swaps.

It will put the DRPA in a much better position

related to our swap portfolio and give us some

flexibility in terms of early terminations, etc.,

which is something we've been looking to do for a

number of years. So we are making some progress

related to that.

If you will turn to -- hopefully, everyone has

a copy of the document that says "DRPA Unaudited

Financial Summary". I just wanted to be brief since,

as the Chairman mentioned, we do have a fairly

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aggressive agenda, today.

Essentially, and hopefully you have it in

front of you, it should say that as of March 30, 2015,

in terms of traffic and revenues for DRPA, we're ahead

of last year both in terms of traffic and revenues.

One thing we experienced in January of last year was

some snow. We did have some, obviously, this year,

but the impact to us was very minor relative to 2014.

So as you see on the chart, we are 105,000 vehicles

ahead of last January. In terms of toll revenues, we

are roughly $735,000 ahead of last year. Part of the

reason, again, for that is lack of snow in 2014.

In terms of PATCO ridership, we are slightly

below where we were last year in terms of ridership in

net passenger revenues, so we're looking at that

closely; but, we believe we'll be on track to

accomplish or get pretty close to the ridership in

revenue numbers that we forecasted for 2015.

In terms of budget versus actual DRPA traffic

and revenues, we are also ahead of budget both in

terms of the DRPA traffic -- it's 81,000 vehicles

ahead of the budget -- and we are $837,000 ahead of

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the budget through the month of January 2015. That's

a good sign. On the PATCO side, year-to-date, we are

a little bit behind in terms of the budget, 61,000

riders, and $127,000 in terms of net passenger

revenue.

On the DRPA/PATCO budget side, for the first

full month, our unaudited numbers show that we are

around 30 percent below budget; 36 percent on the part

of the DRPA and 22 percent on the part of PATCO. This

is actually better than last year, where we were only

21 percent below in terms of the DRPA budget and PATCO

was 7 percent. Again, at least in terms of PATCO,

part of that is lower expenses related to snow

removal, etc.

In terms of capital expenditures, we're still

approximately where we were last year, $10.8 million

versus $10.8 million for 2015. We had a slight

decrease in the Project Fund, but we still have

$229 million there. The General Fund continues to

grow. It usually grows slower in January, February,

and March, but it continues to grow.

The only other thing, on the second page, I

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just wanted to re-emphasize we did -- you'll see the

yellow line where we did extend the Barclays LOC to

March 20, 2018.

We have received some more updated numbers but

essentially, again, these are -- in terms of budget,

the budget numbers are a little bit closer to -- I

actually have that in front of me. For the month of

February, we're still well under budget. But during

the month of February, that gap between budget versus

actual has decreased.

That concludes my report on the financials.

CHAIRMAN NASH: Are there any questions?

MR. WHITE: Any questions -- oh, sorry.


Thank you, Jim.

MR. WHITE: Okay. Thank you.

CHAIRMAN NASH: The next item is the OPC

network switch replacement.

Is Kevin here?

MR. LaMARCA: Over here.

CHAIRMAN NASH: Oh, there he is.

MR. LaMARCA: Thank you, Mr. Chairman.

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Good morning, commissioners. For this item,

staff is asking the board to authorize and negotiate a

contract with ePlus Technology for an amount not to

exceed $168,678.50 for the procurement of hardware and

software that operates the Authority's network

infrastructure. This purchase is provided with

pricing under State of New Jersey WSCA Contract

A87720.

I'll give you some background. In 2003 to

2006, we embarked on a very large contract to improve

the local area and wide area networks of the DRPA and

PATCO, in addition to implementing a voice-over IP

network.

Over the past few years, we have started

upgrading some of those facilities. They have been in

place now for a little more than 10 years. This piece

here will be the last piece. It will take care of

replacing the switches at One Port Center, seven

switches on each of the operating DRPA floors. It

will be done with ePlus and with support from Cisco

Technology Systems.

CHAIRMAN NASH: This is under a state

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contract?

MR. LaMARCA: Yes, it is.

CHAIRMAN NASH: Maybe you should tell

generally the procedures for selection of a

contractor, whether it be through a procurement

process or by state contract.

Do you want to review that briefly?

MR. LaMARCA: Yeah, sure. Normally, with the

DRPA, we are allowed to purchase under several

vehicles, either a New Jersey state contract or a

Commonwealth of Pennsylvania contract, or GSA. We can

also go out for bids or request for proposals. In

this case, the vendor that we are dealing with has

provided pricing under the New Jersey state contract

and we have chosen that method.

MR. HANSON: Just to put a little bit of a

finer point on that, the procurement process is

handled by whose contract it is. So if we're under

New Jersey state contract, the state of New Jersey

does the procurement in accordance with all the public

contracting laws. If it's the Pennsylvania state

contract, the procurement is done and the prices are

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arrived at under Pennsylvania procurement laws, with

GSA under the federal laws.

CHAIRMAN NASH: Why did you select this

company under the New Jersey state contract versus

something else?

MR. LaMARCA: We've used them several times in

the past on the other parts of this project as well;

for upgrading the switches, and the voice systems at

each of the facilities, and also for the wide area

network. We're very satisfied with their work.

CHAIRMAN NASH: Is there any similar vendor

that could provide it at less cost?

MR. LaMARCA: Under state contract, no.

Everybody is guided by the same state contract

pricing.

CHAIRMAN NASH: Thank you, Kevin.

Are there any questions for Mr. LaMarca?

Seeing none, we have a resolution.

Would you like that to be put on the agenda?

MR. LaMARCA: Yes, please.

CHAIRMAN NASH: There is a resolution that's

been provided in our packet. I'll take a motion to

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accept this resolution for the full board meeting.

COMMISSIONER LISKO: So moved.

CHAIRMAN NASH: Is there a second?

COMMISSIONER WHITE: I'll second.

CHAIRMAN NASH: Second.

All those in favor?

ALL: Aye.

CHAIRMAN NASH: Opposed?

Thank you. That will go on the board agenda

for the April meeting.

Thank you, Kevin.

The next item is the disaster recovery and

business continuity planning services.

Kevin?

MR. LaMARCA: Yes, thanks.

For this item, we're asking the board to

authorize staff to negotiate a contract with Grant

Thornton LLP for an amount not to exceed $108,675, for

disaster recovery and business continuity planning

services. For this one, pricing has been provided

under the GSA Contract DS-35F-5461H.

The purpose of this is to provide the

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Authority with an engagement that will help to ensure

the availability and recoverability of key business

processes and technology systems that support them in

the event of a disaster.

To give you some background, in an effort to

improve the DRPA and PATCO's ability to address any

disaster and continuity of business requirements, we

are engaging with Grant Thornton on a multiphase

project. This engagement will cover the first phase

of the project.

During this phase, we will conduct a business

impact analysis where we will determine our recovery

time objectives and recovery point objectives with

each business unit. Additionally, we will produce a

risk assessment which will determine how well the

existing infrastructure supports the RTOs and RPOs.

The third part of this engagement will cover

technology assessment, which evaluates our systems

that support the RTOs and RPOs. The final part will

produce a roadmap of our strategy to address the needs

determined in the previous three parts.

Future engagements will address mitigation

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activities, implementing technology capabilities,

disaster recovery and business continuity plans, and

the testing of those plans. We will return back to

the board for those future phases.

CHAIRMAN NASH: Have you done this before?

MR. LaMARCA: No. What we have done in the

past is we've had disaster recovery services with

SunGard. I've come to the board for renewal of our

contract with SunGard.

CHAIRMAN NASH: What prompted this contract?

MR. LaMARCA: What promoted this contract; we

have some needs within the department as far as our

software and hardware infrastructure that supports our

backup environment. And also, we would like to reach

out to all the business units and determine what their

risks are in their business unit so we can have a

better strategy in place for backing up and restoring

in the event of a disaster.

CHAIRMAN NASH: Any questions?

COMMISSIONER LISKO: I'll just offer up that

Treasury went through this process about three or four

years ago and SunGard was our provider. The

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alternative solution we came up with saved us over six

figures a year. So it's a good thing to check into

it. It's not exactly great for SunGard, but it was to

the benefit of Treasury, so I wouldn't be surprised if

you find the same thing here.

CHAIRMAN NASH: You support this?

COMMISSIONER LISKO: Yes.

Are there any other questions? Jim?

MR. WHITE: Just to clarify, and I just

noticed this, for both the resolution before and for

this one, it should read as a source of funds, the

2013 revenue bonds. And it can also have the general

fund. But I just wanted bring to the attention the

source of funds should be adjusted a little there.

CHAIRMAN NASH: Do we need to amend the

resolution by vote or anything?

John?

MR. HANSON: I don't think --

MS. MAYOCK: We can add that in before we vote

on it, on the 15th.

MR. HANSON: We can put it on the file.

CHAIRMAN NASH: Okay. Are there any other

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questions for Mr. LaMarca?

I see none. I'll take a motion to place this

resolution on the agenda for the April 15th meeting.


CHAIRMAN NASH: Is there a second, please?

Sorry -- no. April Fool's?

COMMISSIONER WHITE: Yeah, seconded.

CHAIRMAN NASH: We have a motion and second.

All those in favor?

ALL: Aye.


Okay, thank you. That will be on the agenda.

MR. PULTE: Kevin, excuse me. Do you want to

mention what we're building at the Commodore Barry?

MR. LaMARCA: Well, that was a separate

resolution.

MR. PULTE: Yeah, but just for the benefit of

the committee.

MR. LaMARCA: Yeah, sure. We're also in the

process, as Tim just mentioned, it was approved by the

Board last year; we're building our own backup

disaster recovery center down at the Commodore Barry

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Bridge. With the help of the staff of the Commodore

Barry, we'll be able to replicate and duplicate our

current environment here at the Commodore Barry

Bridge.

Hopefully, the plan is, in conjunction with

these planning services and that disaster recovery

center down at the CBB, we'll be able to break away

from SunGard and manage everything ourselves, and save

considerable expense.

MR. HANSON: And what you're doing there is in

case we ever cannot access this building.

MR. LaMARCA: Correct.

CHAIRMAN NASH: All right. Thank you, again,

Kevin.

The next item is the renewal of the DRPA/PATCO

commercial non-bridge property policy.

Let me compliment Ms. Brown on finding

chartreuse in the color, in the model. I didn't know

we had that many colors available to us in the print

shop.

MS. BROWN: Yes, it continues to grow. Yes.

CHAIRMAN NASH: But that's very impressive.

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Anyway, Toni?

MS. BROWN: Yes, thank you. Good morning,

commissioners. And for the benefit of those

commissioners who are new to the Finance Committee, I

wanted to let you know that whenever I bring renewals

to your attention, for your consideration, I like to

bring these oversized schematics to you so that you

can see all of the policies at a glance.

And so, today, the two policies that I am

going to be referring to are part of our traditional

property and casualty program, including pollution

legal liability. So you have that big schematic in

front of you.

The policy that I am going to be speaking

about first is the commercial and non-bridge property

policy. It is, again, part of this program.

CHAIRMAN NASH: Which color is that?

MS. BROWN: Yes, it is over here. I guess

this is the chartreuse over here. It is over to the

right and it is the second one from the right.

CHAIRMAN NASH: Thank you.

MS. BROWN: I will say that the broker, first

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of all, for this program is Aon. All of these

policies that you see on this spreadsheet or on this

schematic are placed for us net of commission. They

receive an annual fee from us for $129,000 and we pay

that in quarterly installments of $32,250.

Now, for reasons that I'm going to discuss in

Executive Session, there are these two policies that

I'm getting ready to speak about. One expires in June

and one expires in August; we're looking to get their

expiration dates moved to December 31, 2015.

The current carrier on this policy, the

commercial non-bridge policy, is Affiliated FM Global.

The policy does expire on August 1, 2015. This policy

covers all of our non-bridge assets, which would

include this building, One Port Center, PATCO

buildings and garages, and the surrounding bridge

facility buildings, so for instance, all of the

administration buildings at the various bridges. In

2014, the policy coverage was based on a blanket loss

limit of $521,396,978.

The second schematic that I have provided to

you, it looks like this.This provides you with all of

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the deductibles and coverage information. So I won't

go through all of that with you.

The broker, Aon, has recommended that we trend

the value of our real property, the buildings, and

also our personal property, which would be furniture,

office equipment, computers and equipment, and other

items like that. So to trend the real property by

2.9 percent and to trend the personal property values

by 1.6 percent; by doing that, that increases the

overall blanket loss limit by $12.2 million, a little

over $12.2 million, bringing the new total blanket

limit to $533 million, a little over $533 million.

Now, despite the overall increase in the

blanket loss limit, which is a good thing for us, the

current carrier has agreed to lower the rate, so to

take the rate from .0595 cents to .0584 cents for a

16-month policy. If you approve this, then this would

give us a chance to lock-in on this rate for a 16-

month period, which is what our broker recommends. If

approved, the existing policy would be converted from

a 12-month policy to 16 months, and it would bring us

to that December 31, 2015, expiration date; we're

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trying to get as many of our policies on one

expiration date for ease of administration.

The premium for this 16-month term would be

$456,479; the new term would be August 1, 2015 to

December 31, 2016. It's our broker's recommendation

that we take this proposal for 16 months and staff

supports that recommendation as well.

CHAIRMAN NASH: Let me try to understand what

you're saying. So the current policy ends this

August?

MS. BROWN: This August.

CHAIRMAN NASH: And your recommendation is to

take it from that August to the December 16 -- I'm

sorry -- December 2016.

MS. BROWN: That's right.

CHAIRMAN NASH: And they'll do that for less

money?

MR. HANSON: More coverage and less money.

MS. BROWN: Yes. They're going to give us a

lower rate in terms of cents for locking in for the 16

months. And we would like to take advantage of that

rate. And now we're getting a higher blanket loss

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limit, also, because we have trended the value of the

real property, as well as the personal property.

CHAIRMAN NASH: And that sounds great; except

how does that affect us in terms of our requirement

that we have to procure policies? Don't we have to go

out to bid every time we do a policy renewal?

MS. BROWN: Well, they have -- this is our

current.

CHAIRMAN NASH: Is this an extension?

MS. BROWN: This would be an extension, okay,

and so this is a renewal extension.

CHAIRMAN NASH: Okay. No other questions.

So we're extending the policy, getting it on

target with our other policies, and doing it for less

money.

MS. BROWN: And more coverage.

CHAIRMAN NASH: Right, and increased coverage.

MS. BROWN: Exactly. You'll understand a

little bit more in Executive, but the key thing is we

are getting more coverage.

CHAIRMAN NASH: More for less.

MS. BROWN: For less. The rate is lower. And

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we're locking it in, in case there is something else

that happens out here that would cause rates to

increase.


MS. MAYOCK: Did somebody else just join us on

the phone?

MS. KOSTA: Yes. This is Stephanie Kosta in

Pennsylvania, counsel for the Committee.

MS. MAYOCK: Okay. Thanks, Stephanie. Audit

is set for 11. You're a little early, but welcome to

Finance.

MS. KOSTA: Thanks.

MS. MAYOCK: Sure.

MR. HANSON: That's great work on that, Toni.

CHAIRMAN NASH: As always. And the charts are

-- I kid about the colors, but it is for someone who

needs colors to understand what you're doing; this is

very helpful. So thank you, Toni.

MS. BROWN: You're welcome.

So here is the second policy, if I may?

CHAIRMAN NASH: Do we need to pass the

resolution first?

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MS. MAYOCK: Yes, we do.

MS. BROWN: Yes, sorry.

CHAIRMAN NASH: I'll take a motion on the

policy that Toni was just speaking to us about, the


Is there a motion to accept that

recommendation or that resolution?

COMMISSIONER WHITE: Moved.

MR. LISKO: Second.

COMMISSIONER MASON: So moved. This is

Commissioner Mason.

CHAIRMAN NASH: All right, Denise, thank you.

There has been a motion and second.

All those in favor?

ALL: Aye.


So that resolution is now going to be on the

April 15th agenda.

MS. BROWN: Yes.

CHAIRMAN NASH: And you have another policy

you want to discuss?

MS. BROWN: Yes. The second policy, again, is

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part of the traditional program. It is to the very

far right. It's your PATCO rolling stock policy.

It's in purple.

Last year, you'll recall that the board

authorized for the first time the placement of this

coverage. This covers the PATCO rail cars -- not the

automobiles -- the rail cars. And the current policy

runs from June 18, 2014 to June 18, 2015. This

policy, again, was placed by Aon, net of commission,

with Ace American Insurance Company. The policy

premium was for $167,820, and that was excluding the

New Jersey PLIGA tax.

We were required to make this payment in full

at the time the policy was placed, so we made the

payment. The policy is subject to audit at the end of

the policy term. Had we received any cars, we would

have had -- the policy would have been audited this

June.

Under the terms of the policy, we are required

to pay a certain minimum earned premium. And that

minimum earned premium is $41,944. So no matter what

number of cars we receive, we would have had to pay at

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least $41,944. In 2014, we did anticipate that we

would receive 52 rehabilitated PATCO cars and we have

not yet received those. So as a result, we now have a

credit, a premium credit of $125,876.

We are expecting that we are going to receive

44 rehabilitated cars between March 31st of 2015 and

December 31st of 2015. Again, in order to bring this

policy to a December 31, 2015 expiration date, our

broker asked Ace American Insurance to quote a

short-term renewal policy taking us from June 18,

2015, when it would have expired, to December 31,

2015; and that would bring this policy in line with

all of the other policies.

The premium for this short-term extension

would be $121,169. However, because we have a credit

of over $125,000, and there is nothing to audit at

this time, the short-term -- the premium for the

short-term extension will be zero dollars. And then

the almost $5,000 credit that the company is holding,

they'll continue to hold it until there is an audit at

the end of the December 31, 2015 term.

So it's at this point Aon recommends, and

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staff agrees, that we accept the short-term extension

policy that's been offered by Ace American, effective

June 18, 2015 through December 31, 2015, at zero

premium, and the understanding that the terms and

conditions that exist right now would continue to

exist under the short-term policy extension.

Again, it is staff's recommendation that we

accept this short-term extension proposal and that we

submit this to the board for consideration on

April 15th.


So one is going down; the other one is zero.

So far, so good. Let's see about the next two.

Is there a motion to accept this resolution?

MR. LISKO: So moved.


COMMISSIONER WHITE: Second.

CHAIRMAN NASH: All those in favor?

ALL: Aye.


That will also be on the April 15th agenda.

MS. BROWN: Thank you.

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CHAIRMAN NASH: Two for two.

Next?

MS. BROWN: Okay. So, the last one has

nothing to do with the schematic in front of you.

This has to do with our broker consultant for our

health and welfare program. This is the broker that

places our medical and prescription coverage for our

active, benefit-eligible employees (and) for our

retirees. The broker also places the dental and the

vision coverages, the short and long-term disability

policy, and group life. Also, helps us get our

employee assistance program vendor and our third-party

administrator for benefits.

Currently, our broker is Gallagher Benefit

Services. That's a firm -- it's a national firm, but

it's headquartered in Mount Laurel, New Jersey. The

Board appointed Gallagher three years ago after a

competitive selection process. The initial term was

for a two-year period with an option to extend the

contract for an additional one year at DRPA's sole

discretion.

Because we had been very pleased with the

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services provided by Gallagher, we chose to exercise

that one-year option and the existing agreement will

now expire on September 24, 2015. We issued an RFP on

January 12, 2015. In addition to posting that RFP on

our website, we also posted it -- it was printed in

the Business Insurance periodical and also placed on

that periodical's website.

Two firms submitted proposals for our

consideration, the Gallagher firm, which is the

incumbent, and also Alamo Insurance Group, a firm

located out of North Jersey. The Staff Review

Committee consisted of four individuals; our director

of risk management and safety, our acting insurance

administrator, a project analysis in the Office of the

CAO, and myself. We were interviewed by the acting

inspector general, David Aubrey, and we were cleared

of any personal conflicts and then, therefore, deemed

to be able to proceed with the process.

The contract administration department managed

the process. Amy Ash is here with us and she was over

the process. The review team evaluated the two

proposals on the basis of technical merit and, after

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careful consideration, deemed that Gallagher was the

top technically ranked firm.

The review team was impressed with a number of

the credentials that Gallagher brought to the table,

and many of those are outlined for you in the summary

statement. But I would like to highlight just a few

of those for you this morning.

First of all, Gallagher does enjoy a

longstanding relationship with many of the national

carriers, which gives them a lot of leverage when it

comes to placing coverage on our behalf. They have a

very large public sector practice, so they are very

familiar with our need to be transparent. The account

would continue to be serviced by four highly qualified

professional individuals. And although it is a

national company, the account would still be serviced

by professionals in Mount Laurel and also in

Philadelphia.

There are many other things that Gallagher has

done for us that have been very beneficial. But I

will say that they have been particularly helpful when

it comes to the renewal timelines, making sure that we

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stay on course, and also providing compliance guidance

with respect to the federal Affordable Care Act.

There would be no learning curve with them because

they know us very well.

Now, last year, they recommended -- or the

year before last, they recommended moving to

AmeriHealth, which saved us over $1.5 million with

that move. They also successfully negotiated a

second-year rate cap letter with AmeriHealth, which

saved us quite a bit last year and provided us with

some critical rate stability.

CHAIRMAN NASH: Toni, can I just interject?

You had me at hello.

MS. BROWN: Great, great. All right. So I'll

move it along.

CHAIRMAN NASH: I mean, we could go on and on,

but --

MS. BROWN: I'll move it along.

CHAIRMAN NASH: I'm assuming you're

recommending them?

MS. BROWN: I am.

CHAIRMAN NASH: Yeah, okay. I wouldn't know

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that.

MS. BROWN: They are highly qualified.

CHAIRMAN NASH: What was the price

differential with Alamo?

MS. BROWN: Yes, okay. Well, they were at

$135,000, this is the Gallagher group. They've gone

up $10,000. The Alamo group was $238,716.

CHAIRMAN NASH: Oh, well, this is a

no-brainer.

MS. BROWN: See, it's three for three.

CHAIRMAN NASH: Well, I do appreciate it, and

especially for the record. I think it's important

that you provide that.

MS. BROWN: Yes.

CHAIRMAN NASH: But we do have to move on so I

can have dinner. So I'll take it that there is a

resolution for the April 15th meeting.

Is there a motion to adopt?





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ALL: Aye.

CHAIRMAN NASH: So that is approved.

MS. BROWN: I'm done.

CHAIRMAN NASH: Sorry. All right.

Are there any other items for the open agenda?

MS. MAYOCK: Yes, one more item. It's on your

agenda, the exercise of the option year for the third-

party administrator.

CHAIRMAN NASH: Yeah, I didn't see that on my

script. I maybe have an old script that I'm working

from. I have that, yeah, I thought that might go into

closed session.

But it's -- there is a resolution for the

exercise of an option year for the third-party

administrator for DRPA and PATCO workers'

compensation, general liability, and bodily injury

claims.

Is that yours, Toni?

MS. MAYOCK: That will be mine.

CHAIRMAN NASH: Okay, I'm sorry.

MS. MAYOCK: That's okay. I'm sorry you don't

have the updated script in front of you.

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Staff is seeking authorization to accept the

existing contract with Qual-Lynx. It's a renewal for

the additional option year. We're seeking permission

to use discretion as to whether to exercise the second

option year.

Qual-Lynx is our third-party claims

administrator; it processes our workers' compensation

and general liability claims. With us here this

morning is our Claims Administrator, Brenda Greene.

If anybody has specific questions about this, Brenda

is our go-to for this information.

After a competitive process in 2012, the board

approved Resolution DRPA-12-098, which accepted

Qual-Lynx's proposal for their TPA services for a

5-year term, for an amount not to exceed $415,450.

Three of those five years have passed, thus far. The

contract automatically renewed on February 1st.

However, we have the ability to terminate now at any

time with 30 days written notice.

We are seeking authorization to exercise

Option Year 1 from the Board. That amount is $85,100

for Year 4. And then, we are also seeking the

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discretion from this board to potentially exercise

Option Year 2 in the amount of $87,700. We are

shortly going out for an RFQ for our TPA services. We

may make a determination to stay with Qual-Lynx, if

it's in the best interest of the Authority to lock in

these rates, or we may find that there is a preferable

vendor out there.

So we're seeking the board's authorization to;

one, lock in the Option Year 4; and have the

discretion for Option Year 5.

CHAIRMAN NASH: Are you happy with their

services?

MS. MAYOCK: We are somewhat happy with our

services with Qual-Lynx. We think it's very possible

we may be able to do better and we want to see what's

out there.

Brenda, did you have anything you wanted to

add?

MR. GREENE: We've been with them for quite a

long time, since the mid-90s. But three years ago, we

did exercise our option to send an RFP out. We chose

them again from the financial offers. But I do think

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we could do better with the service.

CHAIRMAN NASH: I'm glad you're challenging

them. I think that's important.

MS. MAYOCK: Thank you.

CHAIRMAN NASH: Any other questions?

All right, seeing no other questions, I'll

take a motion to move this proposed resolution to the

April 15th meeting.





ALL: Aye.


Okay, so that will go on the agenda as well.


CHAIRMAN NASH: I appreciate that.

Any other items for open session?

Seeing none, I'll have a motion to go into

executive session. The decisions made in executive

session will be made public when the issues are

resolved.

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Is there a motion to go into executive

session?




ALL: Aye.


Okay, so we are now in executive session.

(Adjourn to executive session)

CHAIRMAN NASH: We are back in open session.

I'll have a motion to adjourn.



Chairman Nash: All those in favor?

ALL: Aye.

CHAIRMAN NASH: We are adjourned.

(Whereupon, at 10:14 a.m., on Wednesday, April

1, 2015 the meeting adjourned.)

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Finance Committee on April 1, 2015, held as herein

appears, and that this is the original transcript

thereof for the file of the Agency.


______________________________Tom Bowman(Official Reporter)

SUMMARY STATEMENT

ITEM NO.: DRPA-15-034 SUBJECT: OPC Network SwitchReplacement

COMMITTEE: Finance Committee

COMMITTEE MEETING DATE: April 1, 2015

BOARD ACTION DATE: April 15, 2015

PROPOSAL: That the Board authorizes staff to negotiate a contract with ePlusTechnology, Inc., for an amount not to exceed $168,678.50 for theprocurement of hardware and software upgrades to the Authority’snetwork infrastructure. This purchase is provided with pricing underthe State of New Jersey WSCA Contract #A87720.

PURPOSE: To provide the Authority with the necessary upgrades in support of theAuthority’s network infrastructure.

BACKGROUND: In 2003, the Authority entered into a contract to completely upgradethe Authority’s network infrastructure, including the wide areanetwork, local area networks at each facility and the telephone system.That contract provided the Authority with industry leader CiscoSystems switches, routers and voice systems.

At this time, some of the equipment has outlived its useful life and it isnow necessary to refresh some of that equipment. The Authority hasbeen advised by Cisco that the hardware and software components willreach its “End of Support” and will no longer be supported by Cisco.Because of the obvious criticality in maintaining a working and viablenetwork and to continue receiving support the Authority must proceedwith this necessary upgrade. The upgrade will supply the Authoritywith the latest hardware and software components and moreimportantly will extend our support with Cisco.

Over the past few years we completed other phases of the networkrefresh. This final piece will be necessary to replace the networkswitches located on each of the DRPA’s floors at One Port Center. Staffrecommends that the contract be awarded to ePlus Technology, Inc.who have supplied pricing under the State of New Jersey WSCAContract #A87720.

SUMMARY STATEMENT -2- OPC Network Switch ReplacementFinance 04/1/2015______________________________________________________________________________

Staff therefore recommends, negotiating a contract with ePlusTechnology, Inc. for an amount not to exceed $168,678.50 for theprocurement of hardware and software upgrades to the Authority’snetwork switches.

SUMMARY: Amount: $168,678.50Source of Funds: General FundCapital Project #: T15005Operating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: N/A

DRPA-15-034Finance Committee: April 1, 2015

Board Date: April 15, 2015OPC Network Switch Replacement

RESOLUTION

RESOLVED: That the Board authorizes staff to negotiate a contract with ePlusTechnology, Inc., for an amount not to exceed $168,678.50 for theprocurement of hardware and software upgrades to the Authority’snetwork switches.

RESOLVED: The Chair, Vice Chair and the Chief Executive Officer must approveand are hereby authorized to approve and execute all necessaryagreements, contracts, or other documents on behalf of the DRPA. Ifsuch agreements, contracts, or other documents have been approvedby the Chair, Vice Chair and Chief Executive Officer and if thereaftereither the Chair or Vice Chair is absent or unavailable, the remainingOfficer may execute the said document(s) on behalf of DRPA alongwith the Chief Executive Officer. If both the Chair and Vice Chairare absent or unavailable and if it is necessary to execute the saiddocument(s) while they are absent or unavailable, then the ChiefExecutive Officer shall execute such documents on behalf of DRPA.

SUMMARY: Amount: $168,678.50Source of Funds: General FundCapital Project #: T15005Operating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: N/A

SUMMARY STATEMENT

ITEM NO.: DRPA-15-035 SUBJECT: Disaster Recovery andBusiness Continuity Planning Services

COMMITTEE: Finance



PROPOSAL: That the Board authorizes staff to negotiate a contract with GrantThornton, LLP for an amount not to exceed $108,675.00 for disasterrecovery and business continuity planning services. Pricing for thisprocurement is provided under GSA Contract # GS-35F-5461H.

PURPOSE: To provide the Authority with an engagement that will help to ensurethe availability and recoverability of key business processes andtechnology systems that support them in the event of a disaster.

BACKGROUND: In an effort to improve the DRPA and PATCO’s ability to addressany disaster and continuity of business requirements, we are engagingwith Grant Thornton on a multi-phased project. This engagement willcover the first phase of the project. During this phase we will conducta Business Impact Analysis where we will determine our recoverytime objectives (RTO’s) and recovery point objectives (RPO’s) witheach business unit. Additionally, we will produce a Risk Assessment,which will determine how well the existing infrastructure supports theRTO’s and RPO’s. The third part of this engagement will cover aTechnology Assessment, which evaluates our systems that support theRTO’s and RPO’s. The final part will produce a Roadmap of ourstrategy to address the needs determined in the previous three parts.Future engagements will address Mitigation Activities, ImplementingTechnology Capabilities, Disaster Recovery and Business ContinuityPlans, and the Testing of those plans. We will return back to theBoard for those future phases.

SUMMARY STATEMENT -2- Disaster Recovery and BusinessContinuity Planning Services

______________________________________________________________________________

SUMMARY: Amount: $108,675.00Source of Funds: 2013 Revenue Bonds/General FundCapital Project #: TE1507Operating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: N/A


Board Date: April 15, 2015Disaster Recovery & Business Continuity Planning Services

RESOLUTION

RESOLVED: That the Board authorizes staff to negotiate a contract with GrantThornton, LLP for an amount not to exceed $108,675.00 for disasterrecovery and business continuity planning services. Pricing for thisprocurement is provided under GSA Contract # GS-35F-5461H.

RESOLVED: The Chair, Vice Chair and the Chief Executive Officer must approveand are hereby authorized to approve and execute all necessaryagreements, contracts, or other documents on behalf of the DRPA. Ifsuch agreements, contracts, or other documents have been approvedby the Chair, Vice Chair and Chief Executive Officer and if thereaftereither the Chair or Vice Chair is absent or unavailable, the remainingOfficer may execute the said document(s) on behalf of DRPA alongwith the Chief Executive Officer. If both the Chair and Vice Chair areabsent or unavailable, and if it is necessary to execute the saiddocument(s) while they are absent or unavailable, then the ChiefExecutive Officer shall execute such documents on behalf of DRPA.

SUMMARY:Amount: $108,675.00Source of Funds: 2013 Revenue Bonds/General FundCapital Project #: TE1507Operating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: N/A

SUMMARY STATEMENT

ITEM NO.: DRPA-15-036 SUBJECT: Renewal of DRPA/PATCOCommercial Non-Bridge Property Policy

COMMITTEE: Finance



PROPOSAL: That the Board authorizes staff to bind the renewal of the DRPA/PATCOCommercial Non-Bridge Property insurance policy.

This policy is placed by our Broker/Consultant, Aon Risk Services, net ofcommission. Pursuant to DRPA-12-066, Aon is paid a fixed annual servicefee not-to-exceed $129,000, payable in quarterly installments of $32,250.

For purposes of administration, staff recommends that we renew theexisting policy term from 8/1/2015 to 12/31/16. The purchase of a 16-monthpolicy will lock-in the proposed annual rate of .0584, which is a decreasefrom the expiring annual rate of .0595.

PURPOSE: To reduce the Authority’s exposure to risk by insuring against physicaldamage to non-bridge property, economic loss, and businessinterruption.

BACKGROUND: The incumbent carrier is Affiliated FM Global. DRPA-14-087approved an annual policy term of 8/1/2014-8/1/2015, at a ratereduction of 2% @ 0.0595 cents. The expiring premium for the 12-month policy is $322,746, including Terrorism Risk Insurance Act(TRIA) and NJ Property-Liability Insurance Guaranty Association(PLIGA) tax.

The Commercial Non-Bridge Property policy provides insurance fornon-bridge assets including One Port Center, PATCO buildings andgarages to name a few. In addition, the policy provides coverage forBoiler and Machinery, Business Interruption, and Terrorism. The propertyinsurance for non-bridge assets insures DRPA and PATCO’s real and

SUMMARY STATEMENT Renewal of DRPA/PATCOFinance 4/1/2015 Commercial Non-Bridge Property

Policy

personal property (premises, buildings, equipment, substations, computers,furniture, rental income, machinery and inventories, etc.) against directphysical loss in the event of, amongst other perils – fire, flood, explosion,collapse, interruption of utility service, theft or theft damage, and terrorism.

The policy also provides coverage for Business Interruption due to a coveredloss at various locations including the One Port Center and PATCO Facilities.The policy carries a $100,000 deductible (higher deductibles apply to lossesresulting from Earth Movement and Flood).

In 2014, the policy coverage was based on a blanket loss limit of $521,396,978.For the 16-month policy term from 8/1/2015 to 12/31/2016, Aon recommendedtrending the real property (buildings) by 2.9% and the personal propertyvalues by 1.6% or by $12,268,639, increasing the total blanket loss limit to$533,665,617.

Despite the overall increase in blanket loss limits, Affiliated FM Global hasoffered a lower annual renewal rate of 0.0584 cents for a 16-month extendedrenewal policy term. The total premium for the 16-month renewal policy termfrom 8/1/2015-12/31/2016 is estimated at $456,479, including TRIA and the NJPLIGA tax.

Aon recommends that we accept the proposed renewal quote from AffiliatedFM Global for the 16-month policy term of August 1, 2015 to December 31,2016. If approved, the estimated premium for the 16-month renewal term willbe $456,479, including NJ PLIGA tax and TRIA, and net of commission. Staffagrees with Aon’s recommendation.

SUMMARY STATEMENT Renewal of DRPA/PATCOFinance 4/1/2015 Commercial Non-Bridge Property

Policy

SUMMARY: Amount: Estimated 16-month term premium$456,479 (including NJ PLIGA tax andTRIA, net of commission)

Source of Funds: Revenue and General FundsCapital Project #: N/AOperating Budget: DRPA Risk Mgt. C/E #8

(DRPA/OPC)PATCO Admin. Ins & Claims – TBD

Master Plan Status: N/AOther Fund Sources: N/ADuration of Contract: August 1, 2015-December 31, 2016Other Parties Involved: Aon and Affiliated FM Global


Board Date: April 15, 2015Renewal of DRPA/PATCO Commercial Non-Bridge Property Policy

RESOLUTION

RESOLVED: That the Board of Commissioners authorizes staff to accept the 16-monthpolicy term quote from incumbent, Affiliated FM Global Insurance Company,for the Commercial Non-Bridge Property Policy, for the policy term of August1, 2015 – December 31, 2016, at an estimated premium of $456,479, includingNJ PLIGA tax and TRIA, and net of commission; and be it further

RESOLVED: That the Chairman, Vice Chairman and the Chief Executive Officer mustapprove and are hereby authorized to approve and execute all necessaryagreements, contracts, or other documents on behalf of the DRPA. Ifsuch agreements, contracts, or other documents have been approved by theChairman, Vice Chairman and Chief Executive Officer and if thereaftereither the Chairman or Vice Chairman is absent or unavailable, theremaining Officer may execute the said document(s) on behalf of DRPAalong with the Chief Executive Officer. If both the Chairman and ViceChairman are absent or unavailable, and if it is necessary to execute the saiddocument(s) while they are absent or unavailable, then the Chief ExecutiveOfficer shall execute such documents on behalf of DRPA.

SUMMARY: Amount: Estimated 16-month term premium$456,479 (including NJ PLIGA tax andTRIA, net of commission)

Source of Funds: Revenue and General FundsCapital Project #: N/AOperating Budget: DRPA Risk Mgt. C/E #8

(DRPA/OPC)PATCO Admin. Ins & Claims – TBD

Master Plan Status: N/AOther Fund Sources: N/ADuration of Contract: August 1, 2015-December 31, 2016Other Parties Involved: Aon and Affiliated FM Global

SUMMARY STATEMENT

ITEM NO.: DRPA-15-037 SUBJECT: Broker/Consultant forHealth & Welfare Program

COMMITTEE: Finance



PROPOSAL: That the Board authorizes staff to appoint a Broker/Consultant for theAuthority’s Health & Welfare Program, and to negotiate an agreementwith the Broker/Consultant.

PURPOSE: To appoint a Broker/Consultant for the Authority’s Health & WelfareProgram, which would include insurance marketing, open enrollmentsupport, claims management/adjudication, among other tasks.

The broker appointment will be validated upon the following: (1) theexpiration of the New Jersey Governor’s Veto Period; (2) a fullyexecuted Broker/Services Agreement between the Delaware River PortAuthority and the broker; and (3) receipt of the signed Broker of RecordLetter.

BACKGROUND: The Authority has determined that contracts should be awarded in amanner that is fair and transparent, both with respect to contractssubject to sealed bidding, as well as those contracts where an award tothe lowest responsible bidder is not desirable, such as in the procurementof professional services where price is a factor, but is not always the onlyfactor in determining the award of the contract. At the Board’sdirection, and pursuant to Resolution DRPA-10-044, which establishesprocedures requiring a uniform review process for professional services,a formal Request for Proposal was issued.

The Authority publicly advertised on January 12, 2015 its intent toretain a Broker/Consultant and invited interested firms to submitTechnical and Cost Proposals. The RFP was advertised on DRPA’swebsite and in the Business Insurance periodical. Responses were due onFebruary 6, 2015, by 3 pm.

The following two (2) firms submitted proposals for consideration:

Gallagher Benefit Services, Inc.Alamo Insurance Group, Inc

SUMMARY STATEMENT Broker/Consultant for Health & WelfareFinance Committee 4/1/2015 Program______________________________________________________________________________

Each proposer submitted three envelopes marked as follows: (1)Technical Proposal; (2) Cost Proposal; and (3) Political ContributionDisclosure Forms, which were submitted to the Contract AdministrationDepartment. The Manager, Contract Administration immediatelydelivered the all sealed envelopes to the Office of the Inspector General(OIG) for review.

The Staff Review Committee consisted of the following individuals:

Chief Administrative OfficerDirector, Risk Management & SafetyActing Insurance AdministratorProject Analyst, Office of CAO

All team members were interviewed by the Acting Inspector General forpotential conflicts of interest. No conflicts were noted. The ActingInspector General reviewed the Political Contribution Disclosure Formsfor compliance. No issues were noted. The proposals were thendelivered to Contract Administration for distribution to the Staff ReviewCommittee.

On Tuesday, February 24, 2015, the Staff Review Committee met todiscuss and evaluate the proposals on the basis of technical merit. Aftercareful review, the incumbent, Gallagher Benefit Services, Inc., wasdeemed the top technically-ranked firm. The Review Committee wasimpressed with the qualifications and broker/consulting experience ofthe dedicated Service Team of four (4) individuals proposed byGallagher. Gallagher enjoys longstanding relationships with all nationalcarriers, serves on numerous carrier advisory boards at the national andregional levels, and has access to a wide network of national experts.Gallagher has a large public sector practice. Our account will continueto be services from Gallagher’s Mt. Laurel and Philadelphia offices.With Gallagher, there would be no learning curve, as they have served asour broker since 2012. The Gallagher team has proven to beparticularly skilled at developing and maintaining renewal timelines,providing compliance guidance regarding the federal Affordable CareAct. Gallagher’s recommendation to move to AmeriHealth resulted in areduction of the total cost for DRPA in excess of $1.5 million and asecond year rate cap. In addition, Gallagher successfully negotiated a 50% increase in the Authority’s wellness budget from AmeriHealth, whichhelped to underwrite the cost of the annual Health & Wellness HealthFairs at DRPA and PATCO. Other professional services offered byGallagher (at no additional fee) include, but are not limited to legal,


actuarial, underwriting and benchmarking services, compliancenewsletters, Healthcare Reform Toolkits, webinars and regulatoryguidance, open enrollment support, third party vendor selection andcustomer service in both English and Spanish. In addition, allinsurances placed on behalf of DRPA will be done net of commission. Ifapproved, Gallagher’s compensation will be limited to the proposedannual fee of $135,000, payable in quarterly installments of $33,750 (tobe paid by DRPA and PATCO in appropriate pro rata portions to bedetermined by staff).

In addition to being the highest technically-ranked firm, Gallaghersubmitted the lowest Cost Proposal, which is $135,000 per year.Gallagher guaranteed the annual service fee for a three (3) year term.Gallagher Benefit Services, Inc. agrees to comply with the Authority’sprohibition against fee-sharing, fee-splitting or receipts of any funds orconsideration not earned by any broker or agent on behalf of the DRPA.To ensure transparency of costs, the Authority will require thedisclosure of all payments made by or to any brokers as compensationfor services provided under the terms of the Broker/Consultant contract.

Gallagher is willing to instruct carriers to remove DRPA fromGallagher’s national book of business, thus making it ineligible for anyoverrides.

For the reasons stated herein, staff recommends that Broker/ConsultantAgreement be negotiated with Gallagher Benefit Services, Inc. Ifapproved, the term of the contract will be for two-years, with an optionfor a third year, unilaterally exercisable by the DRPA at its solediscretion. If approved, the annual service fee would be $135,000, whichshall be paid in quarterly installments of $33,750, in accordance with theterms outlined in the RFP. If the third year option is exercised byDRPA, the annual service fee for services to be provided by GallagherBenefit Services shall remain at $135,000, and shall continue to be paidin installments. The professional service fee will be paid by DRPA andPATCO in appropriate pro rata portions to be determined by staff.


SUMMARY: Amount: Total: $135,000 per year (annual rate isguaranteed for a three (3) year term to bepaid in quarterly installments of $33,750,in pro rata distribution as determined bystaff)

Source of Funds: Revenue Fund and General FundCapital Project #: N/AOperating Budget: DRPA Benefits Administration C/E #15

PATCO Professional Services-Insurance P/C 1100-249

Master Plan Status: N/AOther Fund Sources: N/ADuration of Contract: 2 years, with an option for a third year,

unilaterally exercisable by the DRPA atits sole discretion without additionalBoard action

Other Parties Involved: Gallagher Benefit Services, Inc. andDelaware River Port Authority

DRPA-15-037Finance Committee: 4/1/2015

Board Date: 4/15/2015Broker/Consultant for Health

& Welfare Program

RESOLUTION

RESOLVED: That the Board appoints Gallagher Benefit Services, Inc.Broker/Consultant to serve as DRPA’s Health & Welfare Program for aperiod of two (2) years; and be it further

RESOLVED: That the fixed annual service fee for each of the two years shall be$135,000, payable in equal quarterly payments as set forth by the DRPAin the RFP; and be it further

RESOLVED: That Gallagher Benefit Services, Inc. agrees that the fixed annual servicefee of $135,000 for the broker/consulting services to be provided shall beguaranteed for the length of the two-year agreement; and be it further

RESOLVED: That DRPA shall have an option for a third year, unilaterally exercisableat its sole discretion, and that Gallagher Benefit Services, Inc. agrees thatthe fixed annual service fee of $135,000 for the broker/consultingservices shall be guaranteed for the third year, and continue to bepayable in quarterly installments; and be it further

RESOLVED: That the Board authorizes staff to exercise the third year option withoutBoard action, provided staff and the CEO continue to be satisfied withthe service team, as well as the quality of the professional serviceprovided by Gallagher Benefit Services, Inc.; and be it further

RESOLVED: That the Board authorizes that the broker appointment shall bevalidated upon the following: (1) the expiration of the New JerseyGovernor’s Veto Period; (2) a fully executed Broker/Services Agreementbetween the Delaware River Port Authority and Gallagher BenefitServices, Inc.; and (3) receipt of the signed Broker of Record Letter.

RESOLVED: The Chair, Vice Chair and the Chief Executive Officer must approveand are hereby authorized to approve and execute all necessaryagreements, contracts, or other documents on behalf of the DRPA. Ifsuch agreements, contracts, or other documents have been approvedby the Chair, Vice Chair and Chief Executive Officer and if thereafter

either the Chair or Vice Chair is absent or unavailable, the remainingOfficer may execute the said document(s) on behalf of DRPA along withthe Chief Executive Officer. If both the Chair and Vice Chair are absentor unavailable and if it is necessary to execute the said document(s) whilethey are absent or unavailable, then the Chief Executive Officer shallexecute such documents on behalf of DRPA.

SUMMARY: Amount: Total: $135,000 per year (annual rate isguaranteed for a three (3) year term, to bepaid in quarterly installments of $33,750, inpro rata distribution as determined by staff)

Source of Funds: Revenue Fund and General FundCapital Project #: N/AOperating Budget: DRPA Benefits Administration CE#15

PATCO Professional Services –Insurance P/C 1100-249

Master Plan Status: N/AOther Fund Sources: N/ADuration of Contract: 2 years, with an option for a third year,

unilaterally exercisable by the DRPA at itssole discretion without additional Boardaction

Other Parties Involved: DRPA and Gallagher Benefit Services, Inc.

SUMMARY STATEMENT

ITEM NO. DRPA-15-038 SUBJECT: Exercise of Option year forThird Party Administrator for DRPA &PATCO Workers’ Compensation,General Liability and Bodily InjuryClaims

COMMITTEE: Finance



PROPOSAL: That the Board authorizes staff to accept and permit the existingcontract with Qual-Lynx (formerly SCIBAL Associates, Inc.) to renewfor an additional option year as provided in Agreement GN-0011-12,and permit staff to use its discretion (based on a performanceevaluation) as to whether to exercise the second year option for Qual-Lynx services consistent with the intent of this resolution as providedby DRPA-12-098. Qual-Lynx will continue to report, investigate andprocess all DRPA and PATCO (hereinafter referred to collectively asthe “Authority”) workers’ compensation and general liability claimsfor a period of one year. Staff may use its discretion as to whether toexercise the second year option for Qual-Lynx services.

PURPOSE: To continue the services provided by Qual-Lynx for third partyclaims administration services for the Authority’s workers’compensation and general liability programs. Qual-Lynx willcontinue to provide medical bill repricing/network access services(“MR”) in connection with the workers’ compensation and generalliability programs and coordinate its services and activities withdesignated DRPA claims administration personnel, the DPRA’s LegalDepartment, and other financial and outside legal professionals.

BACKGROUND: On November 21, 2012, the Board approved Resolution DRPA-12-098which accepted the proposal of SCIBAL Associates, Inc., (hereinafter,Qual-Lynx), for the performance of third-party claims administrationservices for a period of five (5) years at the not to exceed amount ofFour Hundred Fifteen Thousand, Four Hundred Fifty Dollars($415,450.00) as set forth in the proposal submitted by Qual-Lynx andrecommended for Board approval by staff. Three of the five contractyears have passed. The Proposal set forth optional compensation to

SUMMARY STATEMENT Third Party Administrator for theFinance 4/1/15 DRPA & PATCOWorkers’ Compensation, GeneralLiability and Bodily Injury Claims

______________________________________________________________________________

Qual-Lynx for two (2) one (1) year options as follows: 1) in the firstoption year Qual-Lynx would receive Eighty-Five Thousand OneHundred Dollars ($85,100.00) ($56,650.00 for third-party claimsadministration, plus $26,000.00 for general liability claimsadministration), and 2) for the second option year Qual-Lynx wouldreceive Eighty-Seven Thousand Seven Hundred Dollars for optionyear Five ($87,700.00) ($56,650.00 for third party claimadministration, plus $26,000.00 for general liability claimsadministration).

SUMMARY: Amount: Two (1) year options at $85,100.00 for the1st option year and $87,700.00 for the 2nd

option year.Source of Funds: Revenue and General FundCapital Project #: N/AOperating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: Two one year optionsOther Parties Involved: N/A


Board Date: April 15, 2015Third Party Administrator for the

Finance 4/1/15 DRPA & PATCO Workers’ Compensation,General Liability and Bodily Injury Claims

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River PortAuthority hereby authorize proper officer staff to use its discretion asto whether to exercise the second year option for Qual-Lynxservices of consistent with the intent of this resolution; and be itfurther provided by DRPA-12-098. Qual-Lynx will continue toreport, investigate and process all DRPA and PATCO (hereinafterreferred to collectively as the “Authority”) workers’ compensationand general liability claims for a period of one year as set forth in thissummary statement and resolution; and be it further

RESOLVED: That the Board of Commissioners of the Delaware River PortAuthority hereby authorize proper officer staff (specifically GeneralCounsel, with concurrence with the CEO) to use its discretion as towhether to exercise the second year option for Qual-Lynx services ofconsistent with the intent of this resolution; and be it further

RESOLVED: The Chairman, Vice Chairman and the Chief Executive Officer mustapprove and are hereby authorized to approve and execute allnecessary agreements, contracts, or other documents on behalf of theDRPA. If such agreements, contracts, or other documents have beenapproved by the Chairman, Vice Chairman and Chief ExecutiveOfficer and if thereafter either the Chairman or Vice Chairman isabsent or unavailable, the remaining Officer may execute the saiddocument(s) on behalf of DRPA along with the Chief ExecutiveOfficer. If both the Chairman and Vice Chairman are absent orunavailable, and if it is necessary to execute the said document(s)while they are absent or unavailable, then the Chief Executive Officershall execute such documents on behalf of DRPA.

SUMMARY: Amount: Two (1) year options at$85,100.00 for the 1st option year and$87,700.00 for the 2nd option year.

Source of Funds: Revenue and General FundCapital Project #: N/AOperating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: Three years with two one year optionsOther Parties Involved: N/A

AUDIT



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Audit Committee Meeting



Committee Members:

Eugene DePasquale, Chairman (via telephone)Rick Taylor, Vice Chairman (via telephone)Marian Moskowitz (via telephone)Elinor Haider (via telephone)

Other:


Stephanie Kosta, Esq., Duane Morris(Pennsylvania Counsel) (via telephone)

Christopher Gibson, Esq., Archer & Greiner(New Jersey Counsel)

DRPA Staff:

John Hanson, Chief Executive OfficerMichael Conallen, Deputy Chief Executive OfficerKristen Mayock, Acting General Counsel and

Acting Corporate SecretaryStephen Holden, Deputy General CounselKathleen Vandy, Assistant General CounselToni Brown, Chief Administrative OfficerDavid Aubrey, Acting Inspector GeneralJohn Rink, General Manager, PATCOBennett Cornelius, Assistant General Manager, PATCOSheila Milner, Administrative CoordinatorElizabeth McGee, Administrative Coordinator



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I N D E X

Page

Roll Call 3

Update from outside counsel

- Ethics Policy (DRAFT) 4

- OIG SOP (DRAFT) 8

Update from Acting Inspector General 14

- Pending matters Requiring Audit CommitteeImmediate Input

- Other Matters

Audit Committee Charter (DRAFT) 25

Adjourn 29



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(11:06 a.m.)

CHAIRMAN DePASQUALE: I'd like to call to

order the meeting of the Audit Committee of the

Delaware River Port Authority.

Will the corporate secretary call the roll?


CHAIRMAN DePASQUALE: Here.


COMMISSIONER MOSKOWITZ: Here.


Commissioner Haider?

Who just joined us on the phone, please?

Well, if we lost Commissioner Haider, we may

not have a quorum.

Vice Chairman Taylor?

VICE CHAIRMAN TAYLOR: Here.

MS. MAYOCK: Do we have Commissioner Mason?

No.

Commissioner Sweeney? No.

Chairman Boyer? No.

We do not have quorum. I guess we lost



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Commissioner Haider.

CHAIRMAN DePASQUALE: Was she on the phone?

MS. MAYOCK: She was on the phone for Finance

and, I guess, dropped off. We will give her a ring.

Hi, who just called in?

COMMISSIONER HAIDER: This is Commissioner

Haider again. My apologies. I got bumped off

somehow, so I am back.

MS. MAYOCK: Our apologies for you getting

bumped off. You give us a quorum, so thank you for

jumping back in.

We also have Pennsylvania Counsel Stephanie

Kosta on the line and New Jersey Counsel Chris Gibson

present. We're good to go.

CHAIRMAN DePASQUALE: Okay, great.

First item on the agenda is an update from

outside counsel.

First on the ethics policy, and also on the

SOP review.

Mr. Gibson? Ms. Kosta? What are the updates

on those two issues?

MR. GIBSON: Hi, General, how are you doing?



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This is Chris Gibson. I'll talk first about the

ethics policy. We have exchanged a few of what I

think that I would put into the category of “nits”

with Pennsylvania counsel and I think that we're

pretty much done on the ethics policy. I know that's

hard to believe, but it's true nevertheless.

And I'll leave the rest to Stephanie, unless

she disagrees.

MS. KOSTA: No, I agree on the ethics policy.

I didn't know whether or not we had dealt with the one

outstanding question, which was whether or not the

chair or the audit chair was going to be the reporting

person --

MR. GIBSON: I don't know whether that has

been completely resolved, but I can --

MS. KOSTA: to supervise the CEO

investigation. So I don't know if that's something

that the board wants to decide or if we had other

directions for that, the ethics --

MR. GIBSON: Well, we provided some --

CHAIRMAN DePASQUALE: I think that should be a

board decision.



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VICE CHAIRMAN TAYLOR: I agree.

MS. KOSTA: I think between the two counsels

that was the only outstanding issue that we didn't

have guidance on, so the board can be aware of that.

CHAIRMAN DePASQUALE: Let's consider, from my

point of view, the report as agreed to other than that

issue, which will be settled by the board. And then,

what are our next steps from there regarding the

ethics policy -- to formalize it?

MR. GIBSON: I would believe that the next

steps would simply be to run it by the entire

committee, the Audit Committee. If that's what's

happening here, then maybe we do not have to do that

at some other meeting, and then just put it via

resolution to the board --

CHAIRMAN DePASQUALE: Especially considering

we have some newer members, what I'd like to do is

give them a chance to review it over the next month.

And then we can formally take a vote on it at the next

meeting.

MR. GIBSON: That sounds like a plan, General.

CHAIRMAN DePASQUALE: Are there any objections



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to that?

VICE CHAIRMAN TAYLOR: No.

MS. MAYOCK: Do you want to vote on it?

MS. KOSTA: Thank you. That would be

appreciated.

MS. MAYOCK: Do you want to vote on it, on

April 15th, General DePasquale, or at the May 20th

meeting?

CHAIRMAN DePASQUALE: We have newer members,

so I'm going to ask, is that enough time to review it?

In full disclosure, it's not the United States

Constitution. Although, I think there has been more

wrangling over this than what happened with that, but

that's a separate issue.

MS. MAYOCK: We can put it in for the May 20th

Board meeting.

CHAIRMAN DePASQUALE: Let's do it the May 20

meeting. And then we'll have the April 15th Audit

Committee vote on it, then it will go before the board

on the May meeting.

MS. MAYOCK: Perfect.

CHAIRMAN DePASQUALE: Okay.



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Stephanie, I assume no objections there?

MS. KOSTA: No objection.

CHAIRMAN DePASQUALE: Great. Our next item is

the SOP review, which is -- for everyone, and I

apologize, we get into these lingos -- for the

standard operating procedures of the inspector

general.

MS. KOSTA: We are also getting there with the

SOP. I have gone over both policies and incorporated

-- just by way of background for the new

commissioners, the SOP, the standard operating

procedures for the Office of the -- the OIG.

CHAIRMAN DePASQUALE: Inspector General.

MS. KOSTA: Inspector General. I was trying

to get away from auditor general and I couldn't find

the word.

There were two policies that were drafted last

year. One policy was drafted by an aide to one of the

commissioners. It's referred to as the Boockvar

policy; you'll hear that. One policy was drafted by

Duane Morris counsel. There was some discussion over

which policy was better.



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I have made changes to both policies. And we

are here to do the bidding of the Commissioners. We

have presented both policies and I believe they have

been distributed around. Both policies will get us

where we need to go. So it's really up to the Audit

Committee as to what policy they like or if they

prefer one policy with changes, obviously, we're happy

to do that. But both policies do set up a process by

which the OIG's office can function.

CHAIRMAN DePASQUALE: Let me give a little

background for the newer commissioners on this.

First of all, this has been a bigger debate

than the Iranian deal that we are negotiating. And I

only slightly exaggerated on that, obviously not as

important, but important.

I have been committed to getting this done

before we hire a full-time inspector general; meaning

I believe it's important because of past issues. And

I think, Rick, I think you and I are in 100 percent

agreement that before we make that pick, we want this

in place so it doesn't look like there is any

retroactive punishment. The new person, whether it's



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the acting one that gets it permanent or a new person,

once they get the position, they will know exactly how

we expect them to function.

VICE CHAIRMAN TAYLOR: I agree. We agree on

that.

CHAIRMAN DePASQUALE: Again, let's get -- how

about this? Again, let's get everyone to weigh in on

this in the next two weeks. And on April 15th, let's

make a recommendation from this committee as to which

policy we want to do and look at strengths and

weaknesses of both. We'll make the call and then

we'll go from there. But it's important to have bi-

state buy-in on this, because if an issue comes up

down the line with the inspector general, we want to

have something where both states have agreed to how

we're going to handle it.

MR. GIBSON: General, this is Chris Gibson. I

was wondering if I might make a suggestion.

CHAIRMAN DePASQUALE: Absolutely.

MR. GIBSON: As Stephanie pointed out, there

are two drafts, one of which was more or less, I

think, commissioned by the previous chairman, Mr.



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Simon and there was the draft that was drafted or

created in the first instance by Kathy Boockvar.

The draft that Commissioner Boockvar prepared

and which Stephanie has revised has -- if that is kind

of the jumping off spot, the Boockvar draft -- that's

the one that New Jersey has agreed would be the best

jumping off spot.

I know there have been a lot of changes on the

board recently, but there hasn't been a tremendous

amount of change in the New Jersey office. So I was

wondering whether it might make sense to circulate the

Boockvar draft with the revisions and with our

comments -- because I think that's the one that has

the best chance of getting that bi-state support from

both New Jersey and Pennsylvania -- rather than

circulate both drafts.

I know, of course, Stephanie was asked to give

both drafts and she followed her instructions. But I

suspect that the draft that is not based upon or built

upon Kathy Boockvar's original draft -- which was, as

you well know, an exercise of diplomacy that might

rival what's going on in Iran right now or in



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Switzerland -- probably will run into troubles. I

just wonder if it's worth having two drafts circulated

right now.

CHAIRMAN DePASQUALE: I hear what you're

saying. I would rather circulate both for

consideration so the members can get a feel for it,

because it's only a few members so I don't want it to

seem like we're shoving anyone one way or the other.

But I appreciate what you're saying.

Rick and I, when we're weighing in with our

recommendation at the next meeting, we'll certainly

make that point known.

MR. GIBSON: Okay. Thank you, General.

MS. MAYOCK: And just to add, I had a

conversation with the chairman this morning, and he

asked to see both drafts, and so he has those

currently and is reviewing both.

CHAIRMAN DePASQUALE: Chris, I think your

point is well taken, but I want to make sure we're

giving people the opportunity, because there may be a

day where, you know, just the full information is out

there.



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MR. GIBSON: Absolutely. That's fine,

General.

CHAIRMAN DePASQUALE: Any other comments on

the SOP issue?

MS. KOSTA: General, I just wanted to make a

point that it's not a take it or leave it, one draft

or the other. I think that if there are things on the

one draft that people would just like to see

incorporated in the other draft, obviously, that's a

good thing and we can certainly revise again.

CHAIRMAN DePASQUALE: We'll make note of that

that. Yeah, this is not rooting for the Patriots or

the Seahawks; there can be a little bit of both in

here.

Anything else?

Again, I want to try to wrap up both of these

items at the next meeting. Preferably, it will be

sometime before I die. I want them done, but by the

next meeting will be okay.

Next item on the agenda is an update from the

acting inspector general regarding pending matters

requiring Audit Committee immediate input and any



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other issues that he has.

Mr. Aubrey?

MR. AUBREY: Thank you, Auditor General.

To start, I'd like to communicate the status

of work completed and our work in progress. The

Office of the Inspector General has released a report

on the audit of records management program and three

memorandums supporting our view on the reallocation of

economic development funds.

We released our audit of the records

management program during January. The objective of

the audit was to evaluate the effectiveness of, and

compliance with, DRPA and PATCO policies, procedures

and processes, governing record management, retention,

and destruction.

We also assessed the management of the current

Iron Mountain contract, which is our off-site records

storage firm, for compliance and billing accuracy.

The scope included Authority-wide local departmental

and external storage vendor policies, procedures and

processes. The assessment included both hard copy and

electronic media.



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We performed on-site visits at Iron Mountain,

Incorporated's Malvern, PA, and Sharon Hill, PA

facilities. Meetings, discussions, and correspondence

with representatives from the Authority's Office of

the Corporate Secretary, Office of the General

Counsel, Finance Department, Information Services

Department, as well as Iron Mountain representatives,

took place during the course of the audit.

Multiple findings and recommendations were

developed. The reported findings were reviewed with

responsible Authority management. It subsequently

resolved some of identified findings and established a

timeline to implement corrective actions for the

remaining open issues.

The resolution of the majority of the issues

and recommendations reported are contingent upon the

Authority hiring of a records manager. The associated

hiring process has been initiated by our acting

general counsel and is currently in progress.

As background, a records management program

and associated infrastructure was put in place during

the late 1990s. However, the function of the records



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management and associated responsibilities has shifted

and as a result, focus has shifted as well.

Some of the opportunities for improvement that

we reported included internal policy language;

however, there were compliance issues that were

observed. Opportunities for savings pertaining to

storage and destruction methods were identified and

presented. Opportunities to improve contract

documentation and retention were noted.

As a result of the structuring of the new Iron

Mountain contract, a duplicate payment to Iron

Mountain was observed and recovered during the audit.

Also, the need to internally charge PATCO for their

portion of the invoice charges was overlooked. This

was also communicated during the course of the audit

and effectively addressed.

The need for formal guidance pertaining to the

handling and retention of email and other electronic

mediums used to store records was presented.

Opportunities to improve the communication of and

results from IS disaster recovery exercises,

particularly to the board level, was recommended, as



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well as improvement to related internal procedures,

including those procedures that are associated with

backup and recovery.

The need for periodic visits to the Iron

Mountain facilities to assure our records are being

stored in compliance with the contracted terms was

recommended. Opportunities for improvement in the

areas of training and communications associated with

the importance of records management and records

management compliance was identified and presented to

management.

We also completed reviews of transactions

applied against reallocated funds previously

designated for economic development projects. Working

with the CFO, we completed reviews of all transactions

associated with the reallocated funds applied to the

Ben Franklin Bridge and PATCO Track Rehabilitation

Project, as authorized by SS&R DRPA-14-126.

Based on our review of the documentation

packages provided by the CFO, we determined that the

authorized economic development funds were

appropriately transferred from the Authority's



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investment accounts to fund the transactions. The

associated contract vouchers and invoices were

properly approved by DRPA management and agreed to by

supporting documentation.

The reallocated funds were applied to fund the

disbursements associated with work performed for the

Ben Franklin Bridge and PATCO Track Rehabilitation

Project during the period of October 11, 2014 through

January 10, 2015. The associated accounting was

recorded accurately, reflected the transfer of funds,

and the values of the transactions and the

transactions were completed in compliance with the

approved resolution.

As of the completion of the review, a total of

$3,688,234 has been reallocated and disbursed,

representing the total dollars approved to be

allocated to the Ben Franklin Bridge and PATCO Track

Rehabilitation Project.

The results of these reviews were positive and

have been communicated and successfully closed out

with the CFO and his team. A balance of $500,000

remains, which is earmarked for operating expenses



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associated with ongoing economic development projects.

The CFO agreed to notify the Office of the Inspector

General as the remaining balance of the $500,000 is

applied.

We also have three audit projects that are

still in progress and are being completed and closed

out with responsible Authority management. Two

projects near completion include the audit of

insurance and the annual PATCO storeroom inventory.

We are also wrapping up field work on an audit of cash

and investments.

Next, I'd like to provide a brief update on

the external contracted audits we are overseeing

pertaining to the Authority's annual financial audit

and the PATCO management audit.

Regarding the annual financial and single

audit being performed by Bowman & Company, we held our

entrance meeting with Bowman & Company on January 22

with Bowman staff and key members of the Authority who

will be interacting with Bowman during the performance

of the engagement. Collectively, we reviewed the

audit plan proposed by Bowman.



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A meeting with Charles Holmes of Holmes &

Company, the engagement project’s minority business

enterprise, was held on February 19th. We have also

been active in coordinating the assignment and

delivery of requested documentation; the engagement

field work was initiated out of the PATCO office on

March 9th and initiated at DRPA headquarters on March

13th. Bowman actually informed me earlier that the

field work at PATCO is wrapping up.

Regarding our PATCO management audit being

conducted by Trans Tech, Incorporated, we held our

initial coordination teleconference with Trans Tech on

February 26th. Our office, along with PATCO

management, has reviewed the Trans Tech work plan and

provided comments to Trans Tech for clarification and

plan revision where appropriate.

Trans Tech's entrance meeting and preliminary

interviews with PATCO management, our CEO, and the

Office of the Inspector General was accomplished

during the week of March 2nd. We are also actively

coordinating Trans Tech documentation and interview

requests with the assistance of PATCO management.



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Trans Tech was introduced and presented their

work plan to Audit Committee leadership on March 17th.

And as an update, Trans Tech plans to return on-site

at PATCO next week to resume their field work and

interviews.

We have scheduled a regular status meeting

with both firms to monitor progress and ensure proper

cooperation. And, as a report on that, the level of

cooperation from all involved with these engagements

has been excellent.

I'd like to move to just some quick statistics

we gathered on our Ethics Point hotline. Our office

is investigating and addressing ethics hotline

concerns, as received. During the past quarter and

going back over the past six months, we have started

developing statistics in order to better evaluate

trends and assist us in reporting activity, while

respecting sensitivity and confidentiality of reported

matters.

During the last quarter, January through March

2015, a total of three concerns and allegations have

been reported. Two concerns were communicated using



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our ethics hotline and one was personally communicated

to our office internally. All three have been

investigated.

Two allegations, one classified as an area of

environmental health and safety and the other related

to misuse/misappropriation of assets, were

investigated and deemed unfounded. One issue also

associated with environmental health and safety was

preliminarily investigated and referred within the

Authority. It was determined that a summons

associated with the communicated concern had been

issued and the outcome is subject to court

adjudication.

Over the past six months, a total of nine

issues and allegations have been communicated to our

office; two related to business integrity, four

classified within the areas of environmental health

and safety, two pertaining to misuse/misappropriation

of assets, and one dealing with an internal work

practice issue.

Of the nine concerns communicated and

investigated, six were deemed unfounded and



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unsubstantiated. One was a work practice issue and

corrective actions were recommended. Two involved

summons being issued, with outcomes subject to court

adjudication.

In support of the Authority's procurement

processes, our office has also performed 119 reviews

of political contribution disclosures and 39 conflict

of interest reviews associated with 25 procurement

transactions during the past quarter.

To conclude, we are also involved in reviewing

economic development vouchers. We continue to assist

the Deputy CEO and our Acting General Counsel in the

role of administering the accurate payment of current

invoice cost by providing feedback and recommendation

based on preliminary invoice review.

We are maintaining involvement with the SAP

Project, interacting with the ERP project management,

most recently discussing paperless environment

considerations and associated controls, and also our

process flow and control. We will also be reviewing

related role mapping, segregation of duties, system

and data access security, and assurance of documented



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workflows and procedures.

We have also documented and improved our own

internal OIG process, including our political

contribution disclosure review process and our

conflict of interest review process.

With the assistance of our Legal, Contract

Administration and our IS departments, we have

developed and have piloted our new I-form, which

allows us to efficiently forward our conflict of

interest questionnaire via Authority email and capture

electronic certification for quick review and

standardized documentation for our files. This has

also allowed for improvements in efficiency and

convenience for our office, as well as for those

individuals recommended for participation in

procurement-related evaluation committees.

Lastly, our office has implemented a formal

recommendation follow-up process which will allow for

future reporting to the Audit Committee and Authority

management on the status of implementing corrective

actions by management.

This concludes the update from the Office of



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the Inspector General. Thank you.

CHAIRMAN DePASQUALE: Any questions for

Mr. Aubrey?

MS. KOSTA: No.

CHAIRMAN DePASQUALE: Last item on the

Committee agenda are any charter revisions.

Mr. Aubrey?

MR. AUBREY: Okay. Just as we have done with

the ethics policy and the SOP, just to quickly bring

us up to speed and for the benefit of the new

committee members; over the past three months and

specifically in our January meeting, we were at a

point where we were ready to vote on a final version

of the Audit Committee Charter.

I guess at this point, we're just awaiting

feedback again on its current content so we can move

the process toward committee and board approval.

As background for the new commissioners, in

developing this draft, I have referenced and drawn

from the previous drafted versions of the charter,

reformatted the presentation of the charter,

consolidated language where possible, referenced



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Authority resolutions when possible, as well as

benchmarked against the following references and

resources including the audit committee charters from

the Port Authority of New York and New Jersey, Exelon

Corporation, Comcast Corporation, Coca-Cola Company,

and General Electric.

I also referred to the Institute of Internal

Auditors' Model Audit Committee Charter, their

International Standards for the Professional Practice

of Internal Auditing, and their Report on Independent

Audit Committees in the Public Sector Organization, as

well as the Association of Inspector Generals’

Principles and Standards for Offices of the Inspector

Generals.

Regarding next steps and with the concurrence

of the Committee, I will address open items related to

the Audit Committee meeting protocol section based on

my recent conversations with our Acting General

Counsel, and will also revise the wording associated

with externally-contracted auditing activities to

reflect best practices.

I will recirculate the revised draft charter



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with the committee next week with the goal of

presenting the final version of the charter for

adoption at our next meeting.

CHAIRMAN DePASQUALE: Thank you.

Any questions for David?

COMMISSIONER MOSKOWITZ: Just a comment. This

is Marian Moskowitz.

I'm assuming this first draft that we have is

the one you're looking at now. That's the

highlighted. And the one behind it is the previous

one; is that correct?

MR. AUBREY: We sent out another version of

that. There was only supposed to be one draft that

went out.

COMMISSIONER MOSKOWITZ: Okay, all right. So

in the draft --

MR. AUBREY: That would have been the one that

I guess had the heading in the box, "DRPA/PATCO Audit

Committee Charter Draft".

COMMISSIONER MOSKOWITZ: Yes. Okay, I must

have printed them both out. I would just make one,

it's a silly comment, but on your first paragraph, you



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have the date 2010.

MR. AUBREY: That will give you some idea how

long we've been working on this. That will be

revised; I promise.

COMMISSIONER MOSKOWITZ: And also, documents

are through Iron Mountain that you're going to keep

for this, the audit?

MR. AUBREY: Excuse me. What was that

question?

COMMISSIONER MOSKOWITZ: The secure location

for all the Audit Committee information, is that the

Iron Mountain or it will be?

MS. MAYOCK: Iron Mountain maintains all of

our documents that go to storage, all of DRPA and

PATCO's documents.

COMMISSIONER MOSKOWITZ: Okay, that was my

question. Thank you.

CHAIRMAN DePASQUALE: Any other questions for

David?

We have one item that we need to address in

Executive Session, so I'd ask for a motion to go into

Executive Session.



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COMMISSIONER MOSKOWITZ: So moved.

CHAIRMAN DePASQUALE: Is there a second?

VICE CHAIRMAN TAYLOR: Second.

CHAIRMAN DePASQUALE: Negative votes?

Hearing none, we are in Executive Session.

Please someone let me know when we have the

room cleared.

MS. MAYOCK: I will let you know, General.

(Executive Session from 11:32 a.m. to 11:51 a.m.)

CHAIRMAN DePASQUALE: Back in regular session.

Newer members, thank you very much. I know it

sometimes can be tedious, but we have a lot of

important stuff to get to. Thank you everyone, have a

good day.

MS. MAYOCK: We'll “see” you on the phone at

3:00.

CHAIRMAN DePASQUALE: That's right, take care.

3 o'clock, yeah, I'll quote/unquote “see” everyone

there. I'll have a motion to adjourn.

COMMISSIONER TAYLOR: So moved.

COMMISSIONER MOSKOWITZ: Second.

CHAIRMAN DePASQUALE: All those in favor?



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ALL: Aye.

CHAIRMAN DePASQUALE: We are adjourned.

(Whereupon, at 11:52 a.m., on Wednesday,

April 1, 2015, the meeting was adjourned.)



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Audit Committee on April 1, 2015, held as herein





OPERATIONS & MAINTENANCE



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Operations & Maintenance Committee Meeting



Committee Members:

Albert Frattali, ChairmanRohan Hepkins, Vice ChairmanWhitney WhiteFrank DiAntonioCharles FentressRichard Sweeney (via telephone)John Lisko(via telephone)Antonio Fiol-Silva (via telephone)

Others Present:

Tyler Yingling, Assistant Counsel,New Jersey Governor's Authorities Unit

DRPA/PATCO Staff:


Acting Corporate SecretaryGerald Faber, Assistant General CounselKathleen P. Vandy, Assistant General CounselRichard J. Mosback, Jr., Assistant General CounselJames White, Chief Financial OfficerTimothy Pulte, Chief Operating OfficerMichael Venuto, Chief EngineerDavid Aubrey, Acting Inspector GeneralJohn Rink, General Manager, PATCO

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Bennett Cornelius, Assistant General Manager, PATCO William Shanahan, Director, Government Relations Mark Lopez, Manager, Grants ManagementChief Jack Stief, Public SafetySgt. Mike Reher, Police-Bridge SupervisionVijay Pandya, Principal EngineerMike Howard, Senior Engineer, Project & DesignLarry Walton, Manager, Construction & Maintenance,

Walt Whitman BridgeMike Williams, Acting Manager, Corporate CommunicationFran O'Brien, Manager, Community RelationsKathleen Imperatore, Director, Fare Collection, PATCO Sheila Milner, Administrative CoordinatorElizabeth McGee, Administrative Coordinator

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I N D E X

Page

Roll Call 5

NJ DOT Agreement With DRPA for Route 130 Bridge 6Replacement Over Raccoon Creek

Emergency Purchase Approval, BRB Ramp "D" 8Emergency Restoration

Installation of New Servers and Support Devices 12for Fare Collection System

TMV Additional Languages 14

Service Contract Modification 16

2015 City to Shore Bike MS Event at Woodcrest 17Station

Track Utility Vehicle for Snow and Leave Removal 19

Federal Transit Administration Section 5307/5340 22Grant Application and Federal TransitAdministration Section 5337 Grant Application

Public Safety Radio Five-Year Replacement 26Project Year #3

Right of Entry and Related Agreements With Holt 28Logistics, Inc.

In-Kind Guided Technical Tours of DRPA Bridge 30Facilities

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I N D E X (Continued)

Page

General Discussion:

Change Order/Supplement Update 36

AECOM Settlement on WWB Finger Joints 43

American Council of Engineering Companies 44Award - WWB Re-decking Project

Spending Tracking 48

Executive Session 52

Adjournment 53

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(9:33 a.m.)

CHAIRMAN FRATTALI: At this time, I'd like to

call to order the meeting of the Operations &

Maintenance Committee of the Delaware River Port

Authority. Can I have the Corporate Secretary call the

roll?

MS. MAYOCK: Chairman Frattali?

CHAIRMAN FRATTALI: Here.

MS. MAYOCK: Vice Chairman Hepkins?

VICE CHAIRMAN HEPKINS: Here.



MS. MAYOCK: We have John Lisko for Acting

Treasurer Craig?

COMMISSIONER LISKO: On the phone.

MS. MAYOCK: Thank you. Commissioner

Fentress?




MS. MAYOCK: Commissioner Sweeney?

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COMMISSIONER SWEENEY: Here.

MS. MAYOCK: Do we have Antonio Fiol-Silva on

the line?

No, we do not. That's all right; we have a

quorum regardless.

CHAIRMAN FRATTALI: Okay. We have 12 items on

the agenda, today.

The first item is US Route 130 bridge

replacement over Raccoon Creek.

MR. VENUTO: Good morning, Commissioners.

Staff is seeking authorization for the sale and

transfer of approximately 0.17 acres of vacant DRPA

property, and the transfer of existing easements to

the New Jersey Department of Transportation in the

amount of $2,500.

The New Jersey DOT is acquiring property in

preparation for construction of a new bridge to

replace the existing structure over Raccoon Creek.

The property being sold is located at the

northwest corner of US 130 and Island Road. The

existing agreements are along the west side of

US Route 130.

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The existing DRPA property and easements were

acquired in 1973 as part of the construction of the

Commodore Barry Bridge and it has been determined that

DRPA does not need this property for its operations.

The property was appraised in December of 2014 for the

$2,500.

The New Jersey Department of Transportation

will create a joint DRPA/NJDOT maintenance easement in

order for both parties to access and maintain the

drainage system.

CHAIRMAN FRATTALI: Are there any questions?

Do I have a motion?


CHAIRMAN FRATTALI: Is there a second?


CHAIRMAN FRATTALI: Motion and second.

All in favor?

ALL: Aye.

CHAIRMAN FRATTALI: Any opposed?

The ayes have it.

The next item, do you want to do the amendment

first, Mike?

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MR. VENUTO: Yes, sir.

CHAIRMAN FRATTALI: Is emergency purchase

approval regarding sole-source contract for Ramp D,

roadway restoration at the Betsy Ross Bridge. But

there is an amendment to this.

MR. VENUTO: Yes, sir. Commissioners, a few

weeks ago, there was an overturned tanker truck on

Ramp D at the Betsy Ross Bridge which had a subsequent

fire, which caused damage to our roadway. Immediately,

we went to a Phase 1 restoration, where we were able

to get a contractor under emergency powers and reopen

the ramp for Phase 1, reopen one lane of the ramp to

keep traffic flowing. Environmental work has been

ongoing out there and that environmental remediation

company has been hired by the truck lines.

For Phase 2 of this work, to restore and

rebuild Ramp D, to reopen it for construction, there

was a sole source with a company, with IEW

Construction, who is onsite working at the Betsy Ross

Bridge, on the roadway resurfacing project.

Staff is seeking authorization to ratify the

sole source emergency procurement set for the second

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phase of work for both. So the amendment to the

resolution, as the initial resolution only had the

sole source approval for the contractor, the amended

resolution has the contractor and the construction

monitoring firm to do the work, which both were

approved for emergency authorization. We'll pass

around the amended summary statement of resolution.

MR. HANSON: So, Mike, these were done under

emergency powers with chair and vice chair consent.

So we're done under the CEO's emergency powers

after receiving consent from chair and vice chair.

MS. MAYOCK: So if we can just take a motion

first on the amendment and then we'll vote on amended

resolution.

MR. VENUTO: And then I can go through the

whole thing.

CHAIRMAN FRATTALI: I need a motion on the

amendment only.





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All in favor?

ALL: Aye.


Ayes have it.

MR. VENUTO: Okay. So for the full summary

statement, the staff is requesting that the Board

ratify the emergency authorization approved by the

CEO, chair, and vice chair, of the sole source

procurement contract with IEW Construction to perform

repair and restoration of Ramp D in an amount of

$588,761.90, and Johnson, Mirmiram & Thompson to

provide construction monitoring services in the amount

of $46,048.

Damage to the roadway and embankment occurred

as a result of the tanker truck accident and

subsequent fire. Temporary work was previously

approved under emergency authorization and completed

by IEW to reopen one lane of vehicular traffic. This

work was reimbursed by the tanker line's insurance

company.

As I mentioned, environmental remediation work

was performed by an environment company hired by Penn

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Tank Lines, again, the owner of the trucking company.

Under Phase 2 of this restoration, the

contractor will complete all the necessary repairs and

reconstruct Ramp D. IEW is current onsite for the

Betsy Ross Bridge resurfacing project and has the

expertise to perform the rehabilitation work in a

timely manner.

In an effort to keep the cost down, DRPA

bridge operations is performing repairs to the roadway

lighting and replacing the guardrail. Again, the cost

for Phase 2 of the restoration and the cost for our

own internal work is being collected and will be

reimbursed by the insurance company for the trucking

company.

CHAIRMAN FRATTALI: Any questions?

I need a motion.


CHAIRMAN FRATTALI: Second?

COMMISSIONER SWEENEY: Second.

CHAIRMAN FRATTALI: All in favor?

ALL: Aye.


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Ayes have it.

MR. PULTE: Mr. Chairman? If I can make one

quick comment on this?

First of all, I want to thank engineering for

their help in diligently working on getting this ramp

open. I have to really thank public service or the

police department, and also Joe McAroy and Dennis New

at the Betsy Ross Bridge. They did a great job with

our staff there getting that lane back open and

getting electrical power. So I just want to thank

them.

CHAIRMAN FRATTALI: All right. The third item

is installation of new servers and support devices for

the automated fare collection system.

Mr. Rink?

MR. RINK: Thank you, Mr. Chairman.

Commissioners, we are seeking the Board's

authorization to negotiate a contract with ePlus

Technology to install new servers and related services

for our automated fare collection system. Pricing is

in accordance with New Jersey state contracts. The

contract amount would be for $266,629.30. We need to

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provide a new server environment for our automated

fare collection system and to support the migration of

the current AFC applications to the new environment.

PATCO is currently undergoing a comprehensive

update of our system. The current server environment

is over five years old and has reached its end of

life. The contractor will assist in installation of

10 HP servers, 2 Nexus 9000 server switches, and

perform site readiness, ensuring hardware environment

is ready for the migration of the AFC data.

The contract includes the basic set-up, the

site configuration of the network, and net at failover

testing. The breakdown is $242,129.30 for the service

and storage, and then consulting to do the work is

$24,500. With that, we are seeking Board's

authorization to enter into that contract.

CHAIRMAN FRATTALI: Any questions on this

resolution?

Seeing none, I need a motion.

COMMISSIONER SWEENEY: Move the motion.



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All in favor?

ALL: Aye.


Ayes have it.

The fourth item is the PATCO ticket vending

machine, Multilanguage conversion.

Mr. Rink?

MR. RINK: Thank you, Mr. Chairman,

Commissioners.

We're seeking authorization from the Board to

negotiate a sole source contract with Cubic to change

our automated fare collection ticket vending machine

software to include the following languages; Russian,

Korean, Vietnamese, and traditional Chinese. Amount

not to exceed is $443,071.

Under our Title 6 requirements, which the

Board approved our plan last year, FTA requires

recipients/operators to make sure we take reasonable

steps to ensure that limited English-proficient

persons have meaningful access to our transit programs

and activities. Our current machines only contain

Spanish and English.

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As part of our evaluation, our plan submitted

to FTA for Title 6; we are required to add those

following four languages to our machines, so the work

involved requires Cubic to redo our system software in

order to provide those languages. So we're seeking

sole source authorization to enter into contract with

Cubic.

CHAIRMAN FRATTALI: So it's those four on top

of the two we have.

MR. RINK: Correct.

CHAIRMAN FRATTALI: How about Italian? It

would add Italian? I'd feel left out if you're

Italian.

MR. RINK: Yes, at this time --

CHAIRMAN FRATTALI: My grandmother would never

be able to ride the train.

MR. RINK: I know.

CHAIRMAN FRATTALI: All right, any questions?




VICE CHAIRMAN HEPKINS: Second.

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All in favor?

ALL: Aye.


Ayes carry.

The fifth item is service contract

modifications.

John?


Commissioners.

We are seeking authorization to execute a

service contract modification with Acadaca in the

amount of $25,000. This is required for necessary

upgrades to the web application and continued transfer

of data with the automated fare collection system.

This upgrade is necessary due to the upgrade in the

Nextfare and CPA software that we presented before.

It's a three-year contract. It was approved

under resolution PATCO-13-018. The current contract

amount is $338,968. The modification would not exceed

$25,000, for an adjusted contract agreement amount of

$363,968. The contract does have 17 months remaining

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on it and will expire in September of next year.


Need a motion?


CHAIRMAN FRATTALI: Second? Is there a

second?

VICE CHAIRMAN HEPKINS: Second.

CHAIRMAN FRATTALI: I have a motion and

second.

All in favor?

ALL: Aye.


Ayes have it.

The next item is the 2015 City to Shore bike

MS event at Woodcrest Station.

Mr. Rink, again.


Commissioners.

This is the annual MS 150 Shore bike event

that originates and ends at our Woodcrest Station.

We're asking the Board permit us to provide the

support services necessary for this event on October

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2nd, 3rd, and 4th of this year. Costs are captured

and reimbursed by MS. The estimated amount is

$15,000.

As I mentioned last year, this ride grows each

and every year. And last year, the event raised over

$6.5 million. That was the most successful in its 35

years. This year, they have relocated. They

typically do the last weekend in September. We had

the event moved to the first week in October to avoid

the Pope's visit come the end of September.

So we are seeking authorization from the Board

to continue with this event.

CHAIRMAN FRATTALI: Any questions on this?






ALL: Aye.


The ayes have it.

The next item is PATCO track utility vehicle

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for snow and leaf removal.

Mr. Rink, again.


Commissioners.

Mr. Cornelius is passing out some visual aids.

We're seeking authorization to negotiate a contract

with Arva Industries for the purpose of one track

utility vehicle. The amount is not to exceed

$1,995,410.

This was an RFP process, not your typical low

bid, whereas we reviewed the proposals submitted based

on technical and cost. There were three other

proposals for this system.

Basically, what we're seeking is this track

utility vehicle will be used for snow removal from

tracks, our third rail deicing, leaf removal, cleaning

of the rails, and occasional rescue of train cars.

If you look at the front part, you'll see

pictures of tanks on the car. This is our current

configuration of our ice deicing train. As you see

through all the photos, each year we set up this on

one of our existing PATCO cars. As we are going

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through the overhaul program, we do not want to

reconfigure one of our brand new $1.656 million

overhaul cars.

CHAIRMAN FRATTALI: John, this will replace

this?

MR. RINK: No. I'll go through that.

So the new TUV that we're proposing to have

fabricated and delivered will have a specific deicing

system, thereby, we will not have to reconfigure one

of our current overhaul cars in order to set up for

deicing of the third rail. I have attached at the

very end of the presentation is a picture of what the

vehicle would look like. It's a standalone vehicle.

The other piece is, in the other handout,

you'll see here; this is our leaf rail cleaning

operation. It was a hand-built fabricated machine

between Way and Power and our equipment division.

This equipment is towed behind one of our cranes. And

we use this to clean the leaf residue off the rails

during the winter. It does an adequate job. But now

this new machine will actually have the capacity of

more water capacity with bigger brushes and more

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horsepower to be able to effectively clean our rails.

So this is one operation that's towed by

another vehicle. And currently, this is how our

deicing is done.

One of the other things that we do not have

the ability to do is we do not have a snow plow or

brushes to remove snow from our track area or a third

rail. Currently, what we do, we'll run continuous

trains through the night, and the action of the train

will push that through. With some of the snow we've

been getting and what you read with Boston, if we got

that type of snow here, we have no way to remove that

from our track area.

So in our planning stages, this vehicle has a

snow plowing and a blower operation, and also has

brushes to be able to clean the third rail. This will

be now a multipurpose machine. It will be able to

clean our rails during the fall from the leaves and

will deice our third rail that we effectively need

during the winter. We actually sprayed deicer fluid

on the third rail to keep it from freezing. And we'll

be able to remove snow from the track area and off our

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third rails.

And it has the ability if we have a train that

is disabled; this equipment could connect to that

train car and bring it back to Lindenwold.







All in favor?

ALL: Aye.


Ayes have it.

Bill, these next two, could we do them

together?

MR. SHANAHAN: Yes, we could do them both

together for brevity.

CHAIRMAN FRATTALI: All right. The next two

items are Federal Transit Administration grant

applications and Mr. Shanahan is presenting.

MR. SHANAHAN: Yes, Mr. Chairman, at your

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request, I'll give a brief description for the new

members of the Board.

CHAIRMAN FRATTALI: Yes, appreciate it.

MR. SHANAHAN: Each year, the DRPA receives

Federal funding for PATCO capital projects. This

money originates in the Omnibus Transportation Bill.

Within this multi-year, self-appropriating bill are

specific line items dedicated for transit capital

projects. These are administrated by the Federal

Transit Administration.

Also called formula grants, this money goes to

a regional consortium of transportation agencies.

Ours here in the Delaware Valley is the Delaware

Valley Regional Planning Commission. It is our

metropolitan planning organization that handles these

funds for the region.

Together, we work with other transit agencies,

our peer groups, and our peer agencies, to dedicate

this funding for capital projects. So on a macro

level, what's done there are setting aside the

specific funding lines to specific projects. We also

create the TIPS, the Transportation Infrastructure

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Plans and the like. This is the necessary step to

take before you can draw down federal funding. Again,

DBRPC has been doing this many years and we're proud

to be a member of that.

Our relevant grants are 5307, 5340, and 5337

grants, which are the resolutions that I'm going to

brief you on. You should know this has been our

mainstay grant for years and we've recently seen

increases in this. It was static for years and now

we're seeing an increase. And that's due to the hard

work of my grant manager, Ms. Holcomb. She works

closely with them and if there is any vacuum, she'll

take some of that and apply to it. We've seen an

increase of over $3 million. That helps us with

capital grants.

So before you the two resolutions that I'd ask

you to look at and approve are the 2014 fiscal year

2014 grant money. The first one is 5307/5340 grant.

You can see the projects down there are rebuild PATCO

cars, embankment restoration, preventive maintenance,

and transit enhancements. The projects associated

with this funding total up to be $5.6 million. The

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federal funding for that is $4.5 million, and the

20 percent match that we have to provide for these

projects is $1.1 million.

On the other grant, the 5337 grant, we're

looking at a total project amount of $9.93 million and

a federal funding of $7.994 million, with a 20 percent

match of $1.998, almost $2 million.

MS. MAYOCK: If I can just interrupt, whoever

just joined us on the phone, could you please let us

know who you are?

Did somebody just join us?

MR. FIOL-SILVA: Yes, sorry, I'm on mute. I'm

on the street. Antonio Fiol-Silva.

MS. MAYOCK: Hello, thank you for joining us.

MR. FIOL-SILVA: Okay. Sorry for being late.

MS. MAYOCK: No worries.

CHAIRMAN FRATTALI: Is that it, Bill?

MR. SHANAHAN: Yes. You can see that the

total federal share now is $12.5 million. That's up

from $9.9 in previous years.

CHAIRMAN FRATTALI: Kristen, I do one motion

for both of them?

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MS. MAYOCK: Yes, you can do one motion for

the both.

CHAIRMAN FRATTALI: All right.

Do I have a motion on both these resolutions?

COMMISSIONER WHITE: Motion.


CHAIRMAN FRATTALI: I have a motion and

second.

All in favor?

ALL: Aye.


The ayes have it.

The next item is public safety radio five-year

replacement project, Year #3.

Sgt. Reher?

SGT. REHER: Good morning. Thank you,

Chairman.

The public safety five-year radio replacement

project is now in the third year of the ongoing

project to the end user equipment for public safety,

to upgrade the radio equipment that is now obsolete,

and upgrade our inner-operability with nearby

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agencies; Philadelphia City, Camden City, Camden

County, Gloucester County, Chester County, two New

Jersey state inner-operability systems, and two

separate national inner-operability systems.

The newer model radios are replacing portable

radios, which are radios carried by the officers and

mobile radios, which are the radios installed in the

police cars.

The radios that are being replaced are

obsolete and are both unrepairable and un-upgradable.

The new radio provides a Project 25 capability, which

is the national authorized FCC inner-operability

standard radio protocol, as well as dual band

capability in both the 700 and 800 megahertz band

width. Camden County has moved to 700 megahertz, and

Gloucester County this year announced that they are

moving to 700 megahertz as well.

Public safety is seeking to have the Board

authorize the staff to negotiate an agreement with the

current contracted maintainer, Tactical Public Safety,

out of West Berlin, New Jersey, for the purchase of

the public safety portables and mobiles to replace the

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radios that are outdated, which were purchased in the

year 2003. This equipment is a public safety industry

standard, not to exceed the amount of $230,994.40,

which is the New Jersey state contract pricing.

CHAIRMAN FRATTALI: Is that it, sergeant?

SGT. REHER: Yes. Are there any questions?

CHAIRMAN FRATTALI: Any questions? Seeing

none, I need a motion to accept.





ALL: Aye.

CHAIRMAN FRATTALI: Any opposed? Ayes have

it.

The next item is the right of entry and

related agreements with Holt Logistics.

Mr. Pulte?

MR. PULTE: Thank you, Mr. Chairman.

Staff is asking authorization to negotiate an

agreement with Holt Logistics to enter the DRPA

property underneath the Walt Whitman Bridge to add

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some improvements that Holt needs for their business.

I'd like to thank our legal department, Rick

Mosback, for working on the agreement. Also, bridge

operations and engineering have looked at what Holt

has requested and it is not an impact on our operation

at all.

If there are any questions, I would direct

them to our legal staff.

MR. MOSBACK: Any questions?

Before, I just want to give a little bit of

background on the Holt arrangements. There is a

relationship with the Authority with Holt going back

decades, and so we've run into some issues as we've

been looking at current agreements with Holt, trying

to identify the nature of the current relationships as

needs have changed over the years from the '60s

through current times.

So what we're looking at right now is a narrow

agreement with Holt for their current request to

install some improvements at their gate facilities in

Philadelphia. But that will probably lead to other

discussions with Holt to modernize some of the other

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agreements and arrangements we have with respect to

other properties and access rights to provide the

Authority with the added protections we need in 2015.

So if there are any questions, I'd be happy to answer

those as best I can.

CHAIRMAN FRATTALI: Questions?

All right, I need a motion.





All in favor?

ALL: Aye.


Ayes have it.

The last item is in-kind guided technical

tours of the DRPA bridge facilities.

Ms. O'Brien?

MS. O'BRIEN: Good morning, Commissioner.

This resolution is the renewal of an annual

resolution that authorizes DRPA to offer in-kind

guided technical tours for members of the community,

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mostly professional organizations, universities, and

organizations that have a demonstrated interest in our

bridge facilities.

The requests come in through community

relations. They are circulated to internal

stakeholders for feedback. The feedback is then

submitted to the CEO, who considers the request, and

the tour is scheduled and tries to reflect the

interests of the groups that are requesting.

Some of these groups in the past have included

the United States Naval Academy, Widener, Villanova,

Drexel, engineering schools, the New Jersey Institute

of Technology, the American Society of Civil

Engineers, Ashtel, IBTTA, Bridge Turnpike and Tunnel

Association. These groups are interested in seeing

the internal facilities of our bridges, the anchorage,

and secured areas.

Along with this request, the group must give

us documentation as to who they are and what their

mission is. Participants also must provide us with

identification and background information so our

public safety department can do a security check. The

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tours typically take about two hours total, and no

additional incremental cost is associated with these

tours. I'd be happy to answer any questions you may

have.

CHAIRMAN FRATTALI: John?

MR. HANSON: Just a couple of points on this,

and both the chairman and vice chairman are supportive

of this resolution. I've talked to both of them.

I want to make it clear that this does not

mean that we're necessarily going to do any tours.

However, from time to time, the requests come up and

we make a decision to do them.

As I think you know, it's been the policy of

the Board that in-kind type contributions to any group

must be Board approved. So this would be giving us

the approval to do it on a case-by-case basis,

understanding that we are very resource constrained

and so we're not going in the tour business. It's

something that we haven't done many of in the past

couple of years, if any at all.

Mike, have we?

MR. VENUTO: We do about three to four a year.

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MR. HANSON: So it's not something that we've

done a lot of. We don't plan to do a lot of them.

But we need the authority to be able to do them in

those cases where we do them, the exceptions where we

do them.

CHAIRMAN FRATTALI: Anybody have any

questions?

The only concern I have is the security,

especially like they're looking at the anchorages.

But you said you do background checks; you check them

out thoroughly and make sure we don't have anybody

looking to do some damage later.

MR. HANSON: Right. And that's why, again,

there are no incremental costs, but it does take staff

time, staff time of who is already here.

Mike Howard, who is with us today, frequently

accompanies the people on the tours because he is sort

of the Authority's historian. The police have to do

work. And, again, they're here. Nobody is working

overtime necessarily to do it. However, it's a

diversion of Authority's resources in those times when

we do them.

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We are stewards of these assets on behalf of

the community. We do try to accommodate requests when

we can, but we're not necessarily in a position to

begin to wholesale run tours. That's not the intent.

CHAIRMAN FRATTALI: Well, you can see my

concern, John. We live in a dangerous world.

MR. HANSON: Absolutely. That's another

reason why we don't tend to do a lot of them.

CHAIRMAN FRATTALI: Commissioner Fentress

brought up a good point. Maybe our Pennsylvania

commissioners should be asked to go on the tour. I

know when I first became a commissioner, they took us

on a tour of the facilities so we could see everything

and see what you're responsible for.

VICE CHAIRMAN HEPKINS: We'd love to.

COMMISSIONER WHITE: And, well, since we're on

it, I might as well say I've actually toured the

Commodore Barry; Tim took me on a tour and I was very

impressed with the operations. I have to tell you,

I've not seen a cleaner operation anywhere.

COMMISSIONER FENTRESS: The Ben Franklin and

the Walt Whitman is an entirely different thing with

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the anchor bridges. The humidity has to be a certain

temperature in the rooms with the cables.

CHAIRMAN FRATTALI: That's part of being a

commissioner; you have to walk up the bridge to the

top, look over the side, and come back.

MR. PULTE: Mr. Chairman, bridge operations is

available any time the commissioners would like to

tour.

CHAIRMAN FRATTALI: It's open to you if you

guys are interested.

MR. HANSON: Generally, that will be handled

through Chairman Boyer.

CHAIRMAN FRATTALI: All right. Any other

questions? If not, I need a motion.





All in favor?

ALL: Aye.


The ayes have it.

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All right. Under general discussion, we have

four items today.

The first item is the change order/supplement

update on contract PATCO-48-2011, PATCO escalator

replacements at Woodcrest, 12th and 13th Streets and

Locust, at 15th and 16th Streets and Locust.

Mr. Venuto?

MR. VENUTO: Yes, thank you, Mr. Chairman.

On construction contracts, and I'm just going

to take a step back for the benefit of the new O&M

Committee members. On construction contracts, we

typically put in a line item for unforeseen

construction conditions; things that would not have

been foreseen when we go out into the field. That

line item is generally less than 3 percent of the

contract value and it gives us some latitude to

complete some work that may not have been identified

during the contract.

Then what we do with those, rather than having

blanket approval to just go ahead and make those, when

we identify items that are unforeseen that need to be

completed due to the nature of the work, we come back

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to the O&M Committee and explain the items, explain

how we're using that unforeseen dollars. So this is

an allocation.

Since we're not going above the contract

value, there is no need for a vote by the full Board.

But, again, we come back to the O&M Committee to

basically ratify what we're doing in the use of that

money. So this change order is going to explain what

we're doing with some of the unforeseen condition

money in the escalator project.

So the escalator project, we replaced

escalators at 12th, 13th and Locust; 15th, 16th and

Locust; and two at Woodcrest Station in New Jersey.

The original contract amount was $4,718,000, and the

unforeseen site coordination and condition amount was

$150,000.

So what we're seeking is to utilize with these

seven the project is just about complete. The

escalators are in service at this point. And there

were seven unforeseen items, or seven items, that we

deemed necessary to complete the construction

contract. And these are those seven items.

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I'll give you the gist of the seven items. So

the first two were some unforeseen in the amount of

approximately $50,000. We're allocating $138,694 of

the $150. The first two items come to approximately

$50,000, and those are when we found the escalator.

When we went to put the escalator in, these escalators

were somewhat bigger than the existing ones and we

found some electrical conduits and high voltage power

cables that weren't identified on as-built drawings.

We encountered them once we started doing the

excavation for the new escalators. So those two items

account for the unforeseen condition there.

Once we got into this project, included an

upgrade to what's called the VTRMS monitoring system,

so the vertical transportation remote monitoring

system, where PATCO operations can monitor each

escalator to see if they're in service or we're having

some problems. This contract provided for a new

system, upgrade to the entire system, not just the

escalators that we're putting in.

Once we got into modifying the existing

stations, we realized that some of the cameras that we

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had out there and some of the software were not

compatible with the new system, so we had to provide

for some upgrades. The contractor had to provide some

upgrades and that was around $30,000.

At Woodcrest Station and at 12th and 13th, we

encountered, once we got into the demolition of the

existing escalator and the new escalators, the new

modern ones are about 3-feet bigger than the existing

ones. So once we got into the new cavities, we found

some conduits and some interference that we did not

anticipate or didn't know was there. We had to adjust

for some of those. Those three items amounted to or

those two items amounted to approximately $16,000.

One other item for $36,000 was some additional

conduit, and wiring, and cameras that needed wiring

and conduit for cameras, and the wiring and conduits

were not shown on the drawings. This was an error on

the designer's part by not showing them. We have a

design error there, so we had to account for that with

the contractor.

The final item is the Woodcrest drainage pit,

approximately $5,000. Once we got into changing out

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the escalators at Woodcrest, we noted that the water

table is extremely high there and we noticed that we

had a significant amount of water infiltration into

that pit. With the new escalators, we did not want

that moisture in there, possibly causing problems, so

we put a waterproofing membrane around the existing

pit to try to keep some of that water out of there,

for $5,000.

Again, the total contract value was

$4,718,000, of which $150,000 was the unforeseen

conditions. We're seeking to allocate $138,694, which

leaves us $11,306 remaining in that item.


VICE CHAIRMAN HEPKINS: I have one. Will this

take care of all the existing malfunctioning elevators

and escalators? My understanding, if my memory serves

me correctly, from my SEPTA days, because some of

these were shared in Center City, is that there is an

elevator inoperable for several years around the

Walnut, Locust area, between those stations; am I

correct? And does that take care of everything?

MR. RINK: It won't take care of that. I

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think the elevator you're referencing is the 16th and

Locust elevator. It goes from concourse to street

level. And that is maintained and operated by the

city of Philadelphia.

We installed and built the escalator. And at

the time the construction was completed, it was

outside our lease hold area, so that elevator was

turned over to the city. Also, 8th and South was the

same, 8th and Market South. But since then, SEPTA has

taken over maintenance of that elevator.

This system is only for the escalators in the

systems. We don't have the system for the elevators.

VICE CHAIRMAN HEPKINS: How do we take care of

this because it is like a labyrinth down there, SEPTA

owns some; we own some; the city owns some; and

sometimes like that elevator I'm referring to gets

into no man's land. How do we get a handle or ensure

that it all functions as a unit or cooperate to the

extent that it's efficient for our customers?

MR. RINK: Our elevator and escalator

maintenance currently is being performed by SEPTA

under a five-year contract. We're in our first year.

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I report to the Board in my GM report monthly; I

report our availability. And since we've started that

contract, we have met our target percentage each

month.

We're extremely satisfied with the service

that SEPTA's been providing. It has been better than

any of the third-party contractors we've had. So our

service to our customers has dramatically improved

since we've entered into that.

We get calls from our customers regarding the

city's elevator; we will contact the appropriate

people in the city's office to report that. The only

one that's in our system that our customer rely on is

that 15th and 16th and Locust elevator. Since SEPTA

took over the portion at 8th and Market South,

availability of that elevator has increased also.

That was part of the deal that SEPTA had arranged with

the city of Philadelphia, when they were discussing

improving and amending their lease for the concourses.

The concourse that runs from 12th, 13th, down

to 15th, 16th, in the free area, is maintained by the

city of Philadelphia. So any time we get complaints,

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I do go through the appropriate channels; we have

contact people and refer that to them.

VICE CHAIRMAN HEPKINS: Okay, thank you.

CHAIRMAN FRATTALI: Any other questions?

Now, these are discussion items, so I don't

need a vote.

The next item is AECOM settlement on the Walt

Whitman Bridge finger joints.

Mike?

MR. VENUTO: Yes, thank you.

We wanted to update the O&M Committee. We've

talked about this with this committee a number of

times over the past couple of years, so we just wanted

to update the O&M Committee on that issue that we

previously discussed.

When we completed the major re-decking of the

Walt Whitman Bridge in spring of 2014, during the

course of the project. We determined that the new

joints at the towers were not performing properly, so

they were redesigned, refabricated, and reconstructed.

The project designer agreed to reimburse DRPA

for the costs associated with that joint work in the

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amount of $1,731,549.74. It was determined that we

would accept the reimbursement following the project

closeout by the contractor to make sure there were no

additional claims on the contract. So the project is

now fully complete, all of our documentation complete.

Our legal department is finalizing the

agreement with the designer. So upon that completion

of negotiated terms, we're going to accept the

payment, the reimbursement of the $1.7 million and

then we'll pay the consultants' invoices. We have

held their last number of invoices until this gets

resolved. But that should put a close to the project.

But we just wanted to kind of close the loop with the

O&M Committee.

MS. MAYOCK: We have Gerry Faber here from our

legal team, if anybody has any specific questions.


All right. The next item is the American

Council of Engineering Companies award for the Walt

Whitman Bridge re-decking project.

Mike?

MR. VENUTO: Yes, sir. On the same project,

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the Walt Whitman re-deck was the final phase of the

Walt Whitman Bridge corridor re-decking or corridor

replacement project. That went on for a number of

years. It was a multiple phase project.

This project replaced the existing suspension

span grid deck with a lightweight concrete grid fill

deck, installed four new gantries, steel-encased media

barrier, and new roadway lighting. It was a multi-

year project that was completed in 2014.

The team of AECOM, Urban Engineers, URS,

American Bridge, and DRPA was recently recognized by

the American Council of Engineering Companies and

presented an honor award. So if you would look to the

board furthest to the left, that was the board that

was presented. There was a ceremony up in North

Jersey and the plaque there is sitting on the counter.

This project was a great success for the DRPA.

We received significant support from the O&M

Committee. Right from the design concepts, we'd been

talking about it in this committee. And we wanted to

share the award with you. We're going to have the

other boards I brought up. They were boards that

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we've used before just to show the kind of different

phases of the project, and we'll leave them up

following the meeting.

CEO Hanson will talk about this in his normal

report, in the CEO report, to the Board, and we're

going to have the boards up again for the Board

meeting. Again, since this committee was so

intimately involved in that project, I wanted to share

the award and thank you for your support on that

successful project.

And while I have it, there's a lot of credit

to go around. This was one team effort. It really

was a combination of a lot of people jumping in and

really pulling in the same direction is how we got

here. But two particular people from the DRPA,

there's a ton of people to recognize, but I asked two

in particular, Larry and Vijay, if you guys can stand

up for one second?

Vijay Pandya is a principal engineer here in

the DRPA engineering department, for 27 years, an

integral part of the department. He was the project

manager on the project, and Larry Walton, the C&M

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manager at the Walt Whitman Bridge.

This really demonstrates the collaborative

effort of kind of getting out there, assisted with

lane closures, and coordinate with public safety; and

really it was a good team effort between bridge ops

and engineering. So I just wanted to point those two

guys out because we wouldn't be here with this type of

award if it wasn't for folks like this. So, thank you.

CHAIRMAN FRATTALI: I've been here long enough

when we were involved in conversations whether or not

to use orthotropic deck or lightweight concrete, so

I've been around here a long time, and no way we're

buying something out of China. But I'd like to

commend the Philadelphia and the South Jersey Building

Trades for their efforts of bringing this job under

budget and ahead of schedule.

There was some negativity going back and forth

about a PLA, but I think this is proof that PLAs work.

Coordinated the job, there was no job stoppages, the

trades worked together, and I'd just like to have that

in the record that I think the Building Trades

deserves some of that credit, too.

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MR. VENUTO: Commissioner, rather than throw

out a bunch of numbers and dates, it was ahead of

schedule. But as far as under budget, we did, you

know, if you look just total numbers, because we had

the finger joints in there, but if you take out the

reimbursement and take out some of the stuff that we

did for the gusset plates, which weren't part of this

project, we were under budget by about $860,000 on a

$128 million contract.

CHAIRMAN FRATTALI: All right. Any other

questions?

The last item is the spending tracking.

Mike?

MR. VENUTO: Yes. So, Commissioners, each

month -- we started doing this a number of years ago,

when we had a lean government team, we'd look at our

budget process. Each month, engineering reports to

the O&M Committee as far as how we are to our

projected spending.

For the beginning of the year, we kind of

project out the amount of spending we're going to do

month by month and work with finance for that, and

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each month we track that to kind of get an idea of

where we are.

So, at this point, we have projected invoices.

We get invoiced a month after they happen and we pay

the following month. So when I report, sort of when

I'm reporting in April, I'm reporting as of close of

business in February, the end of February.

So, at that point, we had project at the end

of February, we projected to spend about $14.7 million

by that point. By this point, we've only spent about

$6.5, so we're about 44 percent of what we projected.

So we didn't get off, I hate to initiate you at the

first O&M meeting with some bad news, but we didn't

get off to the start that we anticipated. We had a

rough start to the winter, the way it worked out. And

we had some really optimistic projections of how we

were going to get a few projects started. There are a

number of issues that caused project delays.

But our target at the end of the year, the

engineering capital projects is about $110 million,

and we'll track it month to month to see where we're

going. I have a detailed report, not only overall,

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but per bridge and per project, and that's how we

track the projects as we go along.

CHAIRMAN FRATTALI: Any questions or comments?

At this time, I need a motion to go into

Executive Session.

VICE CHAIRMAN HEPKINS: Mr. Chairman?

Mr. Chairman, before we do that can I go back

and ask the chief a question concerning the radio

system?

CHAIRMAN FRATTALI: Sure.

VICE CHAIRMAN HEPKINS: And I apologize.

CHAIRMAN FRATTALI: I think Sgt. Reher left.

CHIEF STIEF: Sgt. Reher, I just excused him.

But maybe I can answer your question, Commissioner?

VICE CHAIRMAN HEPKINS: Just a question. Do

you know if we have any dead spots in our radio

system, especially in the subway? And is this

contract just for the radio system, not any relays

that would mitigate against that, do you know?

CHIEF STIEF: We did have several dead spots.

We were working along with engineering.

Mike, can you chime in on that where they were

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in the city?

MR. VENUTO: We've had some dead spots, but

very few. This project is for upgrade, for new radios

and things like that. This isn't addressing --

VICE CHAIRMAN HEPKINS: Just radio, okay.

MR. VENUTO: -- radio system. But as we're

upgrading the PATCO radio system, as we move from the

500- to the 800-megahertz systems, we are improving

the dead spot areas; I guess I would say. And we do

have a specific engineer who works closely with Sgt.

Reher, as we identify those spots, to put amplifiers

and things like that.

MR. HANSON: And we've done that both with the

PATCO radios. Wayne Quesada is the engineer. PATCO

radios, as well as the police radios, have included

things like bidirectional amplifiers and other fixes

to make sure that we have as much radio coverage as

possible. So there are still a few, but it's getting

less and less. We're aggressively working that.

VICE CHAIRMAN HEPKINS: Thank you.

MR. RINK: Just to add to add to that, there

is a firm we have under contract that does the system

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maintenance and troubleshooting. And if we do have

reports of problem areas or somebody experiencing, we

call on that company to come up and do an analysis to

see why, make any changes, repairs, things of that

nature.

VICE CHAIRMAN HEPKINS: Thank you. Thank you,

Mr. Chairman.

CHAIRMAN FRATTALI: Any other questions?

At this time, I need a motion to go into

Executive Session. Decisions made in Executive

Session will be made public when the issues are

resolved.





ALL: Aye.

CHAIRMAN FRATTALI: All right, we're in

Executive Session.


(On the record at 11:01 a.m.)

CHAIRMAN FRATTALI: At this time, I need a

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motion to go back into open session.





ALL: Aye.

CHAIRMAN FRATTALI: Is there any other

business for the Operations & Maintenance Committee?

Seeing none, I need a motion to adjourn.





ALL: Aye.

CHAIRMAN FRATTALI: We're adjourned. Thank

you.


April 8, 2015, the meeting adjourned.)

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Operations & Maintenance Committee on April 8, 2015,

held as herein appears, and that this is the original

transcript thereof for the file of the Agency.



PROJECT CATEGORY # OF PROJECTS2015 PROJECTED

SPENDING

Ben Franklin Bridge 9 $5,450,000

Walt Whitman Bridge 8$16,050,000

Commodore Barry Bridge

7$27,300,000

Betsy Ross Bridge 2 $9,400,000Multi - or All Bridges 7 $5,475,000

DRPA Other 2$725,000

PATCO - DRPA Funded 8$35,200,000

PATCO - FTA Funded 6$10,551,000

TOTAL $110,151,000

LAST MONTH THIS MONTH VARS

64% 44% -20%

LAST MONTH THIS MONTH VARS

64% 28% -36%

PERFORMANCE COMPARISON TABLE (MONTHLY)

PROGRAM PERFORMANCE REPORT Feb-15 (EXCLUDING FEDERAL FUNDING)

PERFORMANCE COMPARISON TABLE (CUMULATIVE)

2015 SPENT TO DATE

$2,838

$1,383,080

$0$18,436

$6,479,204

2015 % VALUE SPENT 2015 TARGET % SPENT

0.1% 0.7%

8.6% 6.9%

0.0% 7.3%0.2%6.6%

16.0%11.5%$362,503

$63,499 8.8% 13.8%

11.7% 24.3%$4,125,079

$523,770

5.9% 13.4%

5.0% 7.8%

$14,748

$110,151

$6,479

$0

$20,000

$40,000

$60,000

$80,000

$100,000

$120,000

$140,000

J F M A M J J A S O N D

2015 CUMULATIVE BUDGET

Data Date 2015 Projected Spending Spent to Date

$0

$2,000

$4,000

$6,000

$8,000

$10,000

$12,000

J F M A M J J A S O N D

$6,629

$8,119 $8,084

$10,389 $11,404 $11,155 $11,062

$10,133 $9,149 $9,272

$8,591

$6,164

$4,233

$2,247

2015 MONTHLY BUDGET

2015 Projected Spending Actual Monthly Spending

SUMMARY STATEMENT

ITEM NO.: DRPA-15-039 SUBJECT: U.S. Route 130 BridgeReplacement over Raccoon Creek

COMMITTEE: Operations & Maintenance



PROPOSAL: That the Board authorizes staff to negotiate an Agreement of Sale for0.17 acres of a vacant DRPA property and transfer of existing easementsto the New Jersey Department of Transportation in the amount of$2,500.00. The property is located at the northwest corner of U. S. Route130 and Island Road. The existing easements are along the west side ofU. S. Route 130 between Ramp F and Island Road. In addition, NJDOTwill create a new joint DRPA/NJDOT maintenance easement in order forboth parties to access and maintain the system.

Amount: $2,500.00

Other Party: New Jersey Department of TransportationP.O. Box 600Trenton, NJ 08625

PURPOSE: To sell 0.17 acres of DRPA property and transfer existing easements toNJDOT and obligate NJDOT to pay the Authority $2,500.00; and toaccept a new joint DRPA/NJDOT maintenance easement.

BACKGROUND: The New Jersey Department of Transportation is acquiring propertyparcels along U.S. Route 130 in preparation for the construction of anew bridge to replace the existing structure across Raccoon Creek.Construction of the new bridge and approach roadway will result in arealignment of U.S. Route 130 which will require NJDOT to acquire anexisting DRPA property at the northwest corner of U.S. Route 130 andIsland Road, Logan Township, NJ as well as an existing DRPAeasements along the west side of U.S. Route 130 between Ramp F andIsland Road. The existing DRPA property and easements were acquiredin 1973 as part of construction of the Commodore Barry Bridge. Theproperty and easements provide access to maintain an existing drainagesystem which conveys stormwater from the U.S. Route 130/322interchange into Raccoon Creek. NJDOT will be removing the existingdrainage system and installing a new system outside of the new roadwayalignment. DRPA outside counsel has opined that the sum of $2,500 isfair and reasonable compensation to the DRPA. NJDOT will create a

SUMMARY STATEMENT -2- U.S. Route 130 Bridge Replacement overO&M 4/8/15 Raccoon Creek

new joint DRPA/NJDOT maintenance easement in order for both partiesto access and maintain the system. On December 14, 2014, the DRPAreceived an appraisal of $2,500.00 for the land.

SUMMARY: Amount: $2,500.00Source of Funds: N/ACapital Project #: N/AOperating Budget: N/AMaster Plan Status: N/AOther Fund Sources: New Jersey Department of

TransportationDuration of Contract: N/AOther Parties Involved: New Jersey Department of

Transportation

DRPA-15-039Operations & Maintenance: April 8, 2015

Board Date: April 15, 2015U.S. Route 130 Bridge Replacement

Over Raccoon Creek

RESOLUTION

RESOLVED: That the Board authorizes staff to negotiate an Agreement of Sale for0.17 acres of vacant DRPA property and the transfer of existingeasements to the New Jersey Department of Transportation in theamount of $2,500.00. The property is located northwest corner of U.S.Route 130 and Island Road, Logan Township, NJ and the existing DRPAeasements are along the west side of U.S. Route 130 between Ramp F andIsland Road. In addition, NJDOT will create a new joint DRPA/NJDOTmaintenance easement in order for both parties to access and maintainthe system.

RESOLVED: The Chair, Vice Chair and the Chief Executive Officer must approveand are hereby authorized to approve and execute all necessaryagreements, contracts, or other documents on behalf of the DRPA. Ifsuch agreements, contracts, or other documents have been approved bythe Chair, Vice Chair and Chief Executive Officer and if thereaftereither the Chair or Vice Chair is absent or unavailable, the remainingOfficer may execute the said document(s) on behalf of DRPA along withthe Chief Executive Officer. If both the Chair and Vice Chair are absentor unavailable, and if it is necessary to execute the said document(s)while they are absent or unavailable, then the Chief Executive Officershall execute such documents on behalf of DRPA.

SUMMARY: Amount: $2,500.00Source of Funds: N/ACapital Project #: N/AOperating Budget: N/AMaster Plan Status: N/AOther Fund Sources: New Jersey Department of

TransportationDuration of Contract: N/AOther Parties Involved: New Jersey Department of

Transportation

SUMMARY STATEMENT

ITEM NO. DRPA-15-040 SUBJECT: Sole Source Contracts forConstruction & Construction MonitoringServices of Ramp D Roadway Restorationat the Betsy Ross Bridge




PROPOSAL: That the Board ratifies the emergency authorization approved by theChief Executive Officer a sole source procurement contract withJohnson, Mirmiran & Thompson to provide Construction MonitoringServices and a sole source procurement contract with the IEWCompany to perform the repair and restoration of Ramp D.

PURPOSE: To ratify the emergency authorization approved by the ChiefExecutive Officer for a sole source procurement contract withJohnson, Mirmiran & Thompson in the amount set forth herein toprovide inspection and monitoring services and a sole sourceprocurement contract with IEW Company in the amount and time setforth herein to perform the repair and restoration of the damage toRamp D caused by a truck fire.

BACKGROUND: A tanker truck was involved in an accident on February 23, 2015. Thetruck was exiting NJ Route 90 onto NJ Route 130 utilizing Betsy RossBridge Ramp D. The truck overturned on the ramp and spilled fuelalong the ramp and surrounding embankment. The truck and fuelcaught fire causing significant damage to the roadway andembankment. Under Phase 1, temporary work was completed toreopen one lane to vehicular traffic and included the environmentalremediation work being performed by an environmental company hireby Penn Tank Lines (owner of truck). All costs were submitted toGreat West Casualty (Penn Tank Lines' insurance carrier) through theDRPA's Claims Department and all costs for this work will bereimbursed by Great West Casualty.

Under Phase 2, the contractor will complete all necessary repairs andreconstruct Ramp “D”. Additional repairs to roadway lighting andguiderail will be performed by DRPA Bridge Operations.

SUMMARY STATEMENT Sole Source Contracts for Construction & ConstructionO&M April 8, 2015 Monitoring Services of Ramp D Roadway

Restoration at the Betsy Ross Bridge______________________________________________________________________________

Separate sole source procurement contracts are being recommendedwith Johnson, Mirmiran & Thompson and IEW Company to ensurethat the required repairs are made in a timely, effective and efficientmanner. Johnson, Mirmiran & Thompson has the necessary expertiseto manage and inspect this specialized rehabilitation work and IEWCompany has the necessary expertise to perform this specializedrehabilitation work. Their personnel are already mobilized, areavailable to monitor, inspect and complete the work and possess thenecessary resources. A significant amount of time will be saved byeliminating the steps required to bid and award a separate contract.

SUMMARY: Amount: Johnson, Mirmiran & Thompson$46,048.00IEW Company$588,761.90

Source of Funds: 2013 Revenue BondsCapital Project #: N/AOperating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: 30 Calendar DaysOther Parties Involved: N/A

DRPA-15-040Operations & Maintenance Committee: April 8, 2015

Board Date: April 15, 2015Sole Source Contracts for Construction & Construction MonitoringServices of Ramp D Roadway Restoration at the Betsy Ross Bridge

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority toratify the emergency authorization approved by the Chief ExecutiveOfficer for a sole source procurement contract with Johnson, Mirmiran &Thompson in an amount not to exceed $46,048.00 to provide monitoringand inspection services and a sole source procurement contract with IEWCompany in an amount not to exceed $588,761.90 to perform the repairand restoration of Ramp D at the Betsy Ross Bridge; and be it further,

RESOLVED: The Chairman, Vice Chairman and the Chief Executive Officer mustapprove and are hereby authorized to approve and execute all necessaryagreements, contracts, or other documents on behalf of the DRPA. If suchagreements, contracts, or other documents have been approved by theChairman, Vice Chairman and Chief Executive Officer and if thereaftereither the Chairman or Vice Chairman is absent or unavailable, theremaining Officer may execute the said document(s) on behalf of DRPAalong with the Chief Executive Officer. If both the Chairman and ViceChairman are absent or unavailable, and if it is necessary to execute thesaid document(s) while they are absent or unavailable, then the ChiefExecutive Officer shall execute such documents on behalf of DRPA.

SUMMARY: Amount: Johnson, Mirmiran & Thompson$46,048.00IEW Company$588,761.90

Source of Funds: 2013 Revenue BondsCapital Project #: N/AOperating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: 30 Calendar DaysOther Parties Involved: N/A

SUMMARY STATEMENT

ITEM NO. DRPA-15-041 SUBJECT: Federal TransitAdministration Section 5307/5340Grant Application




PROPOSAL: That the DRPA Commission authorizes staff to prepare an application tothe Federal Transit Administration for Sections 5307/5340 funds in theamount of $4,525,261 for PATCO capital improvements having a totalplanned project cost of $5,656,576. Also, that the DRPA Commissionauthorize the non-federal matching share which must be provided by theauthority in the amount of $1,131,315 or 20% of the total.

PURPOSE: To make application to the federal government for FY 2014 FTA capitalfunds for PATCO improvements in the amount of $4,525,261. Thesefunds must be matched by the Authority in the amount of $1,131,315.

BACKGROUND: The Federal Transit Administration Sections 5307/5340 program makesfunds available to urbanized areas on the basis of a statutory formula.Federal Transit Law mandates that applications be advanced in relationto adopted regional programs for transportation improvements. Thisapplication contains programs which are part of the approvedTransportation Improvement Program of the Delaware Valley RegionalPlanning Commission for FY 2014.Staff is now preparing an application which requests funding under 49U.S.C. 5307/5340 for use in the advancement of four capital projects:

1. Rebuild PATCO Cars2. Embankment Restoration3. Preventive Maintenance4. Transit Enhancements

The accompanying resolution has been drawn to satisfy federalrequirements concerning specific Board approvals which are necessaryto the grant approval process.

SUMMARY STATEMENT Federal Transit AdministrationO&M 4/8/2015 Sections 5307/5340 Grant Application_____________________________________________________________________________

SUMMARY: Amount: $5,656,576Source of Funds: 2013 Revenue BondsCapital Project #: PF0503; PF9903; PF1401Other Fund Sources: Federal Transit Administration 80%

$4,525,261Duration of Contract: Grant CompletionOther Parties Involved: Federal Transit Administration; DVRPC


Board Date: April 15, 2015Federal Transit Administration Grant Application Sections 5307/5340

RESOLUTION

RESOLVED: That the appropriate officers of the Delaware River Port Authority beand hereby are authorized to execute and file an application in properform on behalf of the Authority with the U.S. Department ofTransportation, requesting financial assistance pursuant to 49 U.S.C.5307/5340 in the amount of $4,525,261 and to expend such funds fromFY 2014 appropriations; and be it further

RESOLVED: That the appropriate officers of the Authority be and hereby areauthorized to negotiate an agreement to commit Authority funds in theamount of $1,131,315 and to expend such funds as a non-federalcontribution to secure the federal grant; and be it further

RESOLVED: The Chair, Vice Chair and the Chief Executive Officer must approveand are hereby authorized to approve and execute all necessaryagreements, contracts, or other documents on behalf of the DRPA. Ifsuch agreements, contracts, or other documents have been approved bythe Chair, Vice Chair and Chief Executive Officer and if thereaftereither the Chair or Vice Chair is absent or unavailable, the remainingOfficer may execute the said document(s) on behalf of DRPA along withthe Chief Executive Officer. If both the Chair and Vice Chair are absentor unavailable, and if it is necessary to execute the said document(s)while they are absent or unavailable, then the Chief Executive Officershall execute such documents on behalf of DRPA.

SUMMARY: Amount: $5,656,576Source of Funds: 2013 Revenue BondsCapital Project #: PF0503; PF9903; PF1401Other Fund Sources: Federal Transit Administration 80%


SUMMARY STATEMENT `

ITEM NO.: DRPA-15-042 SUBJECT: Federal TransitAdministration Section 5337 GrantApplication (formerly 5309)




PROPOSAL: That the DRPA Commission authorize staff to prepare an application tothe Federal Transit Administration for Section 5337 funds (formerly5309 funds) in the amount of $7,994,636 for PATCO capitalimprovements having a total planned project cost of $9,993,295. Also,that the DRPA Commission authorize the non-federal matching sharewhich must be provided by the authority in the amount of $1,998,659 or20% of the total.

PURPOSE: To make application to the federal government for FY 2014 FTA capitalfunds for PATCO improvements in the amount of $7,994,636. Thesefunds must be matched by the Authority in the amount of $1,998,659.

BACKGROUND: The Federal Transit Administration Section 5337 program makes fundsavailable from previously agreed distributions within the GreaterPhiladelphia area. Federal Transit Law mandates that applications beadvanced in relation to adopted regional programs for transportationimprovements. This application contains programs which are part ofthe approved Transportation Improvement Program of the DelawareValley Regional Planning Commission for FY 2014.Staff is now preparing an application which requests funding under 49U.S.C. 5337 for use in the advancement of four capital projects:

1. Smoke and Fire Control2. Lindenwold Yard Track & Viaduct Rehabilitation3. Install Elevators at PATCO Stations4. Center Tower SCADA

The accompanying resolution has been drawn to satisfy federalrequirements concerning specific Board approvals which are necessaryto the grant approval process.

SUMMARY STATEMENT Federal Transit Administration SectionO&M 4/8/15 5337 Grant Application (formerly 5309)______________________________________________________________________________

SUMMARY: Amount: $9,993,295Source of Funds: 2013 Revenue BondsCapital Project #: PF1001; PF1202; PF1201; PF1302Other Fund Sources: Federal Transit Administration 80%



Board Date: April 15, 2015Federal Transit Administration Grant

Application Section 5337 (Formerly 5309)

RESOLUTION

RESOLVED: That the appropriate officers of the Delaware River Port Authority beand hereby are authorized to execute and file an application in properform on behalf of the Authority with the U.S. Department ofTransportation, requesting financial assistance pursuant to 49 U.S.C.5337 (formerly 5309) in the amount of $7,994,636 and to expend suchfunds from FY14 appropriations; and be it further

RESOLVED: That the appropriate officers of the Authority be and hereby areauthorized to negotiate an agreement to commit Authority funds in theamount of $1,998,659 and to expend such funds as a non-federalcontribution to secure the federal grant; and be it further

RESOLVED: The Chair, Vice Chair and the Chief Executive Officer must approveand are hereby authorized to approve and execute all necessaryagreements, contracts, or other documents on behalf of the DRPA. Ifsuch agreements, contracts, or other documents have been approved bythe Chair, Vice Chair and Chief Executive Officer and if thereaftereither the Chair or Vice Chair is absent or unavailable, the remainingOfficer may execute the said document(s) on behalf of DRPA along withthe Chief Executive Officer. If both the Chair and Vice Chair are absentor unavailable, and if it is necessary, to execute the said document(s)while they are absent or unavailable, then the Chief Executive Officershall execute such documents on behalf of DRPA.

SUMMARY: Amount: $9,993,295Source of Funds: 2013 Revenue BondsCapital Project #: PF1001; PF1202; PF1201; PF1302Other Fund Sources: Federal Transit Administration 80%


SUMMARY STATEMENT

ITEM NO.: DRPA-15-043 SUBJECT: Public Safety Radio Five (5)Year Replacement Project (Year #3)




PROPOSAL: That the Board authorizes staff to negotiate an agreement withTactical Public Safety, West Berlin, NJ; for the purchase of newHarris Communications P25 compliant 800 MHz radios. These radioswill be purchased over a period of five (5) years to replace the currentportable, mobile, and control station radios. These radios will be usedby both the DRPA and PATCO Public Safety Staff. This proposal isfor the second phase (Year #3) of this five (5) year radio replacementplan. The radio replacement project is under NJ State Contract is T-0109 (award #83932).

Amount: $230,994.40

Design/Builder: Tactical Public Safety1036 Industrial DriveWest Berlin, NJ 08091

Other Proposers: None.

PURPOSE: To replace the current aging radio hardware in use currentlythroughout all of public safety while increasing radio interoperabilityvia upgrade to Phase II P25 TDMA compliant technology using AES256 bit encryption. To ensure continuing provisions of police/securityservice on behalf of DRPA, PATCO and its fare payers whileenhancing security, safety and streamlining productivity and staffingto meet with staffing cuts from prior years in Public Safety.

BACKGROUND: Interoperable emergency communication is integral to initialresponse, public health, safety of communities, national security andeconomic stability. Of all the problems experienced during disasterevents, one of the most serious problems is communication due to lackof appropriate and efficient means to collect, process and transmitimportant and timely information. In some cases, radiocommunication systems are not compatible and inoperable not justwithin a jurisdiction but within departments or agencies within the

SUMMARY STATEMENT Public Safety Radio Five (5) Year ReplacementO&M 4/8/15 Project (Year #3)_____________________________________________________________________________

same community. Non-operability occurs due to use of outdatedequipment, limited availability of radio frequencies, isolated orindependent planning, lack of coordination and cooperation betweenagencies, community priorities competing for resources, funding andownership and control of communications systems. Recognizing andunderstanding this need, Project 25 (P25) was initiated collaborativelyby public safety agencies and manufacturers to address the issue withemergency communication systems. P25 is collaborative project toensure that two-way radios are interoperable. The goal of P25 is toenable public safety responders to communicate with each other and,thus, achieve enhanced coordination, timely response, and efficientand effective use of communications equipment.

P25 was established to address the need for common digital publicsafety radio communications standards for first-responders andhomeland security/emergency response professionals. Encryption isnow used in the region by outside law enforcement agencies to preventthe public from listening to their voice transmissions.

Due to the multi-jurisdictional nature of the footprint that the DRPAPolice Department operates in and the sensitive nature of the DRPAproperties, radio interoperability is crucial. This radio replacementproject will not only allow the agency to continue to effectively andsafely communicate internally, but it will also allow for DRPA Policepersonnel to assist more seamlessly throughout the region in the eventof a major incident/disaster. This communication would then bereciprocal as we may require assistance from outside agencies in atime of need.

SUMMARY: Amount: $230,994.40Source of Funds: 2013 Revenue BondsCapital Project #: Project # TE1203Operating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: NoneEstimated Number ofJobs Supported: 160 Internally / 25 Externally

DRPA-15-043Operations & Maintenance: April 8, 2015

Board Date: April 15, 2015Public Safety Radio Five (5) Year Replacement Project (Year #3)

RESOLUTION

RESOLVED: That the Board authorizes that the proper officers of the DelawareRiver Port Authority are hereby authorized to negotiate a contract topurchase, through Tactical Public Safety West Berlin, NJ for a totalcost not to exceed $230,994.40; and be it further

RESOLVED: The Chair, Vice Chair and the Chief Executive Officer must approveand are hereby authorized to approve and execute all necessaryagreements, contracts, or other documents on behalf of the DRPA. Ifsuch agreements, contracts, or other documents have been approvedby the Chair, Vice Chair and Chief Executive Officer and if thereaftereither the Chair or Vice Chair is absent or unavailable, the remainingOfficer may execute the said document(s) on behalf of DRPA alongwith the Chief Executive Officer. If both the Chair and Vice Chairare absent and/or unavailable and if it is necessary to execute the saiddocument(s) while they are absent or unavailable, then the ChiefExecutive Officer shall execute such documents on behalf of DRPA.

SUMMARY: Amount: $230,994.40Source of Funds: 2013 Revenue BondsCapital Project #: Project # TE1203Operating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: NoneEstimated Number ofJobs Supported: 160 Internally / 25 Externally

SUMMARY STATEMENT

ITEM NO.: DRPA-15-044 SUBJECT: Right of Entry and RelatedAgreements with the Holt Logistics Corp.for Access to DRPA Property at the WaltWhitman Bridge

COMMITTEE: Operations and Maintenance



PROPOSAL: That the Board authorizes staff to negotiate and enter into anappropriate property access agreement permitting Holt Logistics Corp.(hereinafter “Holt”) and its authorized contractors, subcontractors,agents, employees and other representatives to access and utilize DRPAproperty located at the Walt Whitman Bridge facility in connection withHolt’s Packer Avenue Marine Terminal (hereinafter the “Terminal”),which is located in Philadelphia, Pennsylvania.

PURPOSE: To authorize Holt to access the area beneath the Walt Whitman Bridgeand within the Bridge right-of-way for the purpose of advancingimprovements to Holt’s Terminal gate facilities.

BACKGROUND: DRPA is the owner and operator of the Walt Whitman Bridge betweenGloucester City, New Jersey and Philadelphia, Pennsylvania. Holt is theowner and operator of hauling, warehousing and marine terminalfacilities, portions of which are located adjacent to and within the Bridgeright-of-way in Philadelphia. In 1984, Holt and DRPA entered into alease agreement (the “Agreement”) whereby DRPA permitted Holt toenter upon its lands beneath and within the Bridge right-of-way inconnection with its Terminal operations. As part of its Terminaloperations Holt constructed, operates and maintains gate facilities onPacker Avenue and an asphalt access road that passes beneath theBridge, providing access to Holt’s Terminal (the access road hereinafterreferred to as the “Terminal Access Road”).

Holt wishes to improve and modernize, at its exclusive cost, the Terminalgate facilities (the “Project”). The Project will involve the installation of2 communication conduits and 2 electrical lines that will be buriedbeneath the Terminal Access Road, including that portion of the Roadpassing beneath and within the Bridge right-of-way. DRPA Engineeringand Operations Departments have reviewed the Project plans andspecifications and have concluded that the Project will not adverselyimpact DRPA facilities. DRPA supports Holt’s efforts to improve and

SUMMARY STATEMENT Right of Entry and RelatedO&M 4/8/15 Agreements with the Holt

Logistics

modernize the Terminal gate facilities and has concluded that the Projectmust be addressed by a modified property access agreement with Holtproviding greater liability protections to DRPA through updatedinsurance and indemnification provisions.

Staff recommends that an appropriate property access agreement benegotiated with Holt permitting access to DRPA Property at the WaltWhitman Bridge for the purpose of making improvements to Holt’sTerminal facilities beneath and within the Bridge right-of-way.

SUMMARY: Amount: N/ASource of Funds: N/ACapital Project #: N/AOperating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: 5 years from Execution of Property

Access Agreement (with three, 5-yearrenewal options).

Other Parties Involved: N/A

DRPA-15-044Operations and Maintenance Committee: April 8, 2015

Board Date: April 15, 2015Right of Entry and Related Agreements with the

Holt Logistics Corp. for Access to DRPAProperty at the Walt Whitman Bridge

RESOLUTION

RESOLVED: That the Board of Commissioners authorizes staff to negotiate and enterinto an appropriate property access agreement permitting Holt LogisticsCorp. (hereinafter referred to as “Holt”) and its authorized contractors,subcontractors, agents, employees and other representatives to accessand utilize DRPA property located beneath and within the WaltWhitman Bridge right-of-way in connection with the design andconstruction of improvements to Holt’s Packer Avenue Marine Terminalfacilities in Philadelphia, Pennsylvania; and be it further

RESOLVED: That the Chairman, Vice Chairman and the Chief Executive Officermust approve and are hereby authorized to approve and execute allnecessary agreements, contracts, or other documents on behalf of theDRPA. If such agreements, contracts, or other documents have beenapproved by the Chairman, Vice Chairman and Chief Executive Officerand if thereafter either the Chairman or Vice Chairman is absent orunavailable, the remaining Officer may execute the said document(s) onbehalf of DRPA along with the Chief Executive officer. If both theChairman and Vice Chairman are absent or unavailable and if it isnecessary to execute the said document(s) while they are absent orunavailable, then the Chief Executive Officer shall execute suchdocuments on behalf of DRPA.

SUMMARY: Amount: N/ASource of Funds: N/ACapital Project #: N/AOperating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: 5 years from Execution of Property

Access Agreement (with three, 5-yearrenewal options).

Other Parties Involved: N/A

SUMMARY STATEMENT

ITEM NO.: DRPA-15-045 SUBJECT: Guided TechnicalTours of DRPA Bridge Facilities




PROPOSAL: That the Board authorizes staff to continue to provide in-kind guidedtechnical tours of DRPA bridge facilities for educational, professionaland community organizations, now and into the future, provided thatthe requesting organization comply with all requisite security, safetyand insurance regulations and requirements.

.

PURPOSE: To allow guided technical tours of DRPA bridge facilities forprofessional, community and/or educational organizations.

BACKGROUND: As stewards of public assets, DRPA has a history of providingeducational, technical, professional and community groups with anopportunity to visit our facilities. Some organizations that haverequested and been approved for tours in the past include:International Bridge Turnpike and Tunnel Association (IBTTA);American Association of State Highway and Transportation Officials(AASHTO); Society of Industrial Archeology (SIA); American Societyof Civil Engineers (ASCE); local universities and engineering andtechnical schools.

Groups will be required to provide DRPA with information abouttheir organization’s mission and goals and the purpose of the tour.Groups must have a demonstrated educational, technical, communityand/or professional mission in order to be considered for a guidedtechnical bridge tour. The group must also submit all informationnecessary for background security screenings for participants whichmay include social security numbers and photo ID.

Written requests for tours will be submitted to and reviewed byCommunity Relations staff prior to the requested tour date.Community Relations staff will circulate requests to appropriate stafffrom Engineering, Public Safety, Operations, Risk Management/

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SUMMARY STATEMENT Guided Technical Tours ofO&M 4/8/15 DRPA Bridge Facilities

Safety, for review and feedback. Requests and feedback will beevaluated and approved by CEO after consultation with Chairmanand Vice-Chairman.

Requesting groups must comply with all requisite security, safety andinsurance regulations and requirements as determined byEngineering, Public Safety, Operations and Risk Management/Safety.

Management evaluation and discretion shall be exercised with regardto technical tour requests involving security-sensitive areas.

There is no additional incremental cost associated with these tours.Overtime personnel costs are not incurred since support for tours isprovided by existing staff. On-duty staff from departments across theAuthority, including Engineering, Public Safety, Operations, CustomerService, Corporate Communications and Community Relations, maybe asked to participate in the planning and presentation of these tours.

Anticipated amount of staff time for each tour is approximately two (2)hours. A report on the tours will be provided to the Board by the CEOon an annual basis.

SUMMARY:

Amount: N/ASource of Funds: N/ACapital Project #: N/AOperating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: N/A

3

DRPA-15-045Operations and Maintenance Committee: April 8, 2015

Board Date: April 15, 2015Guided Technical Tours of DRPA

Bridge Facilities

RESOLUTION

RESOLVED: That the Board authorizes staff to continue to provide in-kindguided technical tours of the DRPA bridge facilities foreducational, professional and community organizations, nowand into the future, provided that the requesting organizationcomply with all requisite security, safety and insuranceregulations and requirements.

SUMMARY: Amount: N/ASource of Funds: N/ACapital Project #: N/AOperating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: N/A

LABOR



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Labor Committee Meeting



Committee Members:

Ryan Boyer, ChairmanAl Frattali, Vice ChairmanE. Frank DiAntonioRichard SweeneyRohan HepkinsCharles Fentress

Others Present:

David Dix, Assistant to Chairman BoyerTyler Yingling, Assistant Counsel,

New Jersey Governor's Authorities UnitVictoria Madden (for Auditor General DePasquale)

(via telephone)Paul Lewis, Esq. (Stevens & Lee)William Cook, Esq. (Brown & Connery)

DRPA/PATCO Staff:


Acting Corporate SecretaryToni Brown, Chief Administrative OfficerJack Stief, Police Chief, Public SafetyJohn Rink, General Manager, PATCO (via telephone)Bennett Cornelius, Assistant General Manager, PATCO

(via telephone)

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I N D E X

Page

Roll Call 3

Organizational Structure and 5Staffing Resource Analysis

Adjourn 8

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(8:06 a.m.)

CHAIRMAN BOYER: I'd like to call the meeting

to order of the Labor Committee of the Delaware River

Port Authority and ask the corporate secretary to call

the roll.


CHAIRMAN BOYER: Present.

MS. MAYOCK: Vice Chairman Frattali?

VICE CHAIRMAN FRATTALI: Present.




COMMISSIONER FENTRESS: Here, present.


COMMISSIONER SWEENEY: Here.



MS. MAYOCK: We have Vicci Madden on the line

for General DePasquale.

COMMISSIONER MADDEN: Yes.

MS. MAYOCK: We have a quorum.

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CHAIRMAN BOYER: Since we have a quorum, I'll

entertain a motion to go into Executive Session.

VICE CHAIRMAN FRATTALI: So motioned.


CHAIRMAN BOYER: Motion moved and seconded.


ALL: Aye.

CHAIRMAN BOYER: No’s? Ayes have it.

We are ready to go into Executive Session.

We'll be in public session when the issues are

resolved.


(On the record at 9:11 a.m.)

CHAIRMAN BOYER: I'll take a motion to go back

into open session.


VICE CHAIRMAN FRATTALI: Second.

CHAIRMAN BOYER: We'll take a vote. All in

favor signify by saying aye.

ALL: Aye.

CHAIRMAN BOYER: Nos? Ayes carry.

There is one item on the agenda for open

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session. That is the Organizational Structure and

Staffing Resource Analysis.

Ms. Brown, you're up.

MS. BROWN: Okay. Do you want me to go

through all of that?

CHAIRMAN BOYER: The Cliffs Notes version.

MS. BROWN: Okay, very good. I like that.

As the Committee knows, it has been some time

since the Authority employees have -- since the

Authority has conducted a comprehensive structural

review. It dates back to the 1990s, the mid-1990s.

And so after a competitive process -- we issued an RFP

recently, on January 5, 2015. After that competitive

process, we received three proposals from three firms:

CCI, located in Blue Bell, Pennsylvania; and also

Grant Thornton, located in Philadelphia, Pennsylvania;

and Bronner Group, located in Chicago, Illinois.

A staff review team of four individuals,

including the Director of Human Resource Services, the

Director of Information Services, the Manager of

Special Projects, and myself, the Chief Administrative

Officer, carefully reviewed all of the proposals. It

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was agreed that CCI is the top technically ranked

firm.

It is staff's recommendation that we accept

CCI's cost proposal which would not exceed $428,700.

We would be billed based on a monthly basis. The work

would be done in milestones and we would come back to

the Labor Committee and to the Board, as appropriate,

with reports along the way.

We are confident that the firm will be able to

meet all of the expectations that were outlined in

detail in the RFP.

CHAIRMAN BOYER: I'll accept a motion to move

this item for Board approval.

COMMISSIONER SWEENEY: So moved.



ALL: Aye.


Any discussion?

The motion carries.

We have to move the other one, too, right?

MS. MAYOCK: Yes, we did have a motion in

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Executive Session, so if you could summarize.

CHAIRMAN BOYER: Could you rewind that for me?

We made a motion that all the non-exempt --

MS. MAYOCK: Well, the Excepted list.

CHAIRMAN BOYER: The Excepted list employees

be included with the merit-based raise program and

that we review the CEO's salary to be commensurate

with the last CEO’s salary.

COMMISSIONER FRATTALI: Per the industry

standard.

CHAIRMAN BOYER: Per the industry standard.

We have those grouped. They can add that into their

work, the industry standard.

COMMISSIONER FRATTALI: When does that merit

raise go into effect? I know it's retroactive back to

the 1st.

MS. BROWN: January 1, 2015.

COMMISSIONER FRATTALI: It's retroactive. Are

we going to get it now?

CHAIRMAN BOYER: No, we're going to vote on it

at the -- we have to vote on it at the board meeting,

the 15th. So that is the motion.

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ALL: Aye.


Ayes have it.

If there is no further business for the Labor

Committee, can I have a motion for adjournment?

VICE CHAIRMAN FRATTALI: So moved.



CHAIRMAN BOYER: All in favor signify by

saying aye.

ALL: Aye.

CHAIRMAN BOYER: The meeting is adjourned.


April 8, 2015, the meeting adjourned.)

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Labor Committee on April 8, 2015, were held as herein





SUMMARY STATEMENT

ITEM NO.: DRPA-15-046 SUBJECT: Organizational Structureand Staffing Resource Analysis

COMMITTEE: Labor



PROPOSAL: That the Board authorizes staff to enter into an agreement with CareerConcepts, Inc., dba, CCI Consulting (“CCI”) to perform anOrganizational Structure and Staffing Resource Analysis and to providerecommendations to the Authority resulting therefrom at a cost not toexceed $428,700. The projected due date for the deliverable is no laterthan nine (9) months from the execution of the agreement.

PURPOSE: To enter into an agreement with CCI for the purpose of conducting anOrganizational Structure and Staffing Resource Analysis pursuant tothe requirements set forth in the Request for Proposal (“RFP”) andfurther, to provide recommendations as per the findings of the analysis.

BACKGROUND: On January 5, 2015 staff of the Authority publicly advertised on theDRPA website a Request for Proposal (“RFP”) to all independentqualified compensation consulting firms and invited them to submit acomprehensive proposal to analyze the Authority’s currentorganizational structure, recruiting, employee performance andcompensation practices, and employee training, development andretention methods. The consultant would be required to review theAuthority’s background materials including, job descriptions, includingthe exempt/non-exempt designations, organizational structure, salariesand pay grades/ranges, internal Salary Administration Policy andProcedures document and other related materials to gain anunderstanding of the current structure and pay practices of theAuthority, including a review and assessment of the salaries, benefits,and perquisites provided to staff employed by the DRPA and PATCO,and provide a report of recommendations for both entities. Responseswere due January 30, 2015.

The following three (3) firms submitted proposals for consideration:

CCI ConsultingGrant Thornton, LLPBronner Group, LLC

SUMMARY STATEMEN Organizational Structure and StaffingLabor 4/8/15 Resource Analysis______________________________________________________________________________

Each proposer submitted a Technical and Cost Proposal and a PoliticalContribution Disclosure Form, which were submitted to the ContractAdministration Department. The Manager, Contract Administrationimmediately delivered all sealed envelopes to the Office of the InspectorGeneral (OIG) for review.

The Staff Review Committee consisted of the following individuals:

Chief Administrative OfficerDirector, Human Resource ServicesDirector, Information ServicesManager, Special Projects

All team members were interviewed by the Acting Inspector Generalfor potential conflicts of interest. No conflicts were noted. The ActingInspector General reviewed the Political Contribution Disclosure Formsfor compliance. No issues were noted. The proposals were thendelivered to Contract Administration for distribution to the Staff ReviewCommittee.

On February 18, 2015, the Staff Review Committee met to discuss andevaluate the proposals on the basis of technical merit and cost. It wasnoted that as a result of a prior successful RFP bid, CCI has beenperforming ad hoc salary reviews for the Authority for over one year.The work performed by CCI has been professional, thorough andotherwise satisfactory. After a careful review and discussion of all of theproposals submitted, the Committee agreed that CCI was deemed thetop technically-ranked firm. Because CCI is familiar with our currentorganizational structure there would be no learning curve.

The Committee did want to know more about one of the clientsreferenced in CCI’s proposal because the work performed for that clientwas very similar to the analysis we are seeking to have performed, andtherefore the Committee wanted specific information regarding the staffresources, the timetable and the deliverables for that project. TheCommittee decided to invite CCI to meet with the members to answertheir questions related to that particular project

CCI provided the Committee with the requested information andanswered all of the questions posed to the committee’s satisfaction.Additionally, because the cost proposal submitted by CCI contained costranges for various milestones, the Committee asked CCI to revise thecost proposal to remove the ranges and replace them with firm numbers

SUMMARY STATEMEN Organizational Structure and StaffingLabor 4/8/15 Resource Analysis______________________________________________________________________________

for each phase of the project. CCI complied and submitted therequested revision in a timely manner.

While CCI did not submit the lowest Cost Proposal, the Committeebelieves that CCI’s was the most thorough of all the proposals submitted.Specifically, the timeline, the deliverables and the professionalexperience of the proposed team all spoke to an understanding of andappreciation for the complexity of the task. As stated earlier, CCI has aproven track record with the Authority and has earned the confidence ofstaff.

For the reasons stated herein, staff recommends that an agreement benegotiated with CCI Consulting to perform an Organizational Structureand Staffing Resource Analysis and to provide recommendations to theAuthority resulting therefrom at a cost not to exceed $428,700. Theprojected due date for the deliverable is no later than nine (9) monthsfrom the execution of the agreement.

SUMMARY: Amount: Not to Exceed $428,700Source of Funds: General Fund (Indenture budget)Capital Project #: N/AOperating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: Not to exceed 9 months from the

execution of the agreement.Other Parties Involved: N/A

DRPA-15-046Labor Committee: 4/8/2015

Board Date: 4/15/2015Organizational Structure and

Staffing Resource Analysis

RESOLUTION

RESOLVED: That the Board authorizes staff to enter into an agreement with CareerConcepts, Inc., dba CCI Consulting (“CCI”) to perform anOrganizational Structure and Staffing Resource Analysis, and to providerecommendations to the Authority resulting therefrom at a cost not toexceed $428,700. The projected due date for the deliverable is no laterthan nine (9) months from the execution of the agreement; and be itfurther

RESOLVED: The Chair, Vice Chair and the Chief Executive Officer must approveand are hereby authorized to approve and execute all necessaryagreements, contracts, or other documents on behalf of the DRPA. Ifsuch agreements, contracts, or other documents have been approvedby the Chair, Vice Chair and Chief Executive Officer and if thereaftereither the Chair or Vice Chair is absent or unavailable, the remainingOfficer may execute the said document(s) on behalf of DRPA along withthe Chief Executive Officer. If both the Chair and Vice Chair are absentor unavailable and if it is necessary to execute the said document(s) whilethey are absent or unavailable, then the Chief Executive Officer shallexecute such documents on behalf of DRPA.

SUMMARY: Amount: Not to Exceed $428,700Source of Funds: General Fund (Indenture budget)Capital Project #: N/AOperating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: Not to exceed 9 months from the

execution of the agreement.Other Parties Involved: N/A

NEW BUSINESS

SUMMARY STATEMENT

ITEM NO.: DRPA-15-047 SUBJECT: Consideration of Pending DRPAContracts (Between $25,000 and $100,000)

COMMITTEE: New Business

COMMITTEE MEETING DATE: N/A


PROPOSAL: That the Board consider authorizing staff to enter into contracts as shownon the Attachment to this Resolution.

PURPOSE: To permit staff to continue and maintain DRPA operations in a safe andorderly manner.

BACKGROUND: At the Meeting held August 18, 2010 the DRPA Commission adoptedResolution 10-046 providing that all DRPA contracts must be adopted at anopen meeting of the DRPA Board. The Board proposed modifications tothat Resolution at its meeting of September 15, 2010; specifically that allcontracts between $25,000 and $100,000 be brought to the Board forapproval. The contracts are listed on the Attachment hereto with theunderstanding that the Board may be willing to consider all of thesecontracts at one time, but if any member of the Board wishes to remove anyone or more items from the list for separate consideration, each memberwill have that privilege.

SUMMARY: Amount: N/ASource of Funds: See Attached ListCapital Project #: N/AOperating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: N/A

DRPA-15-047New Business: April 15, 2015

Board Date: April 15, 2015Consideration of Pending DRPA Contracts

(Between $25,000 and $100,000)

RESOLUTION

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


CONSIDERATION OF PENDING DRPA CONTRACTS (BETWEEN $25,000 - $100,000) – APRIL 15, 2015

DRPA

Item # Vendor/Contractor Description Amount Procurement Method Bids Received Bid Amounts Source of Funds

1 R.E. Pierson Materials Corp.

Bridgeport, NJ

Hot-Poured Liquid Asphalt

Binder for DRPA BridgeFacilities.

$28,025.00 Competitive Bid- Invitation for Bid

B0006301 was publicly advertisedand issued to eleven (11) prospective

bidders. Five (5) bids were received

and publicly opened on March 19,

2015.

1. R.E. Pierson Materials Corp.

Bridgeport, NJ

2. Trap Rock Industries Inc.

Kingston, NJ

3. AE Stone Inc.

Egg Harbor Township, NJ

4. Asphalt Care Equipment Inc.Bensalem, PA

5. James J. AndersonConstruction Company, Inc.

Philadelphia, PA

1. $28,025.00

2. No Bid

3. No Bid

4. No Bid

5. No Bid

Revenue Fund

2 SHISomerset, NJ

One (1) year WebsenseEnterprise maintenance

contract renewal.

Websense Enterprise is

used for Authority emailand web filtering services.

$44,680.00 In accordance with New Jersey StateContract #M-0003, vendor award

#77560.

1. SHISomerset, NJ

1. $44,680.00 Revenue Fund

3 ACS, A Xerox Company

Waite Park, MN

One (1) year maintenance

agreement for Banner

Finance, HumanResources and Web

modules. Banner is the

DRPA's current operating

software system.Maintenance program

includes ongoing product

support, product input,

updates, enhancementsand continuous client

communication. The

maintenance agreementterm is June 1, 2015 - May

31, 2016.

$84,991.70 Sole Source Provider - see attached

Sole Source Justification Memo

marked as Exhibit "1".

1. ACS, A Xerox Company

Waite Park, MN

1. $84,991.70 Revenue Fund

CONSIDERATION OF PENDING DRPA CONTRACTS (BETWEEN $25,000 - $100,000) – APRIL 15, 2015

DRPA(CONT’D)

Item # Vendor/Contractor Description Amount Procurement Method Bids Received Bid Amounts Source of Funds

4 Schneider Electric

Horsham, PA

Purchase and installation of

new replacement cameras

for One Port Center. Areasinclude parking lot, building

and lobby.

$45,000.00 In accordance with Federal GSA

Contract #GS-07F-7851C (labor) and

Commonwealth of PA Co-StarsContract #008-198 (equipment).

1. Schneider Electric

Horsham, PA

1. $45,000.00 General Fund

5 Schneider ElectricHorsham, PA

Purchase and installation ofWalt Whitman Bridge

gantry video surveillance

equipment.

$52,480.00 In accordance with Federal GSAContract #GS-07F-7851C (labor) and

Commonwealth of PA Co-Stars

Contract #008-198 (equipment).

1. Schneider ElectricHorsham, PA

1. $52,480.00 General Fund

SUMMARY STATEMENT

ITEM NO.: DRPA-15-048 SUBJECT: Provision of Loan Guarantyto the Home Port Alliance (Battleship NewJersey)



PROPOSAL: That the Board authorizes staff to provide a loan guaranty that willsupport a loan to be provided to the Home Port Alliance for theBattleship New Jersey in the amount of $800,000 for a period of ten(10) years.

PURPOSE: To continue support for the Battleship New Jersey and the Home PortAlliance by the provision of a loan guaranty for a ten (10) year periodto enable favorable borrowing terms for the extension and/orrefinancing of an existing loan provided to the Home Port Alliance.

BACKGROUND: On March 19, 2003, the Delaware River Port Authority ("DRPA")adopted Resolution DRPA-03-034 ("Original Resolution")authorizing DRPA to guaranty a loan provided by Commerce Bank(as predecessor to TD Bank) to the Home Port Alliance (copy of theResolution attached) for the purposes of providing much neededfunds to maintain and preserve Battleship New Jersey, moored in theCity of Camden. Pursuant to the Original Resolution, DRPA enteredexecuted and delivered a $1,000,000 loan guarantee with CommerceBank and Home Port Alliance for a three (3) year period ("OriginalLoan Guaranty"), which Original Loan Guaranty expired on April 1,2006.

Pursuant to the authority provided by the Original Resolution, at therequest of the Home Port Alliance, the Original Loan Guarantee wasrenewed and extended for an additional three (3) year period in theamount of $1,000,000 ("Second Loan Guaranty"), which SecondLoan Guaranty expired on April 1, 2009.

In 2009, prior to the expiration of the Second Loan Guaranty, TDBank, as successor to Commerce Bank, agreed to extend the HomePort Alliance's loan in the amount of $1,000,000 for an additionalthree (3) year period subject to DRPA's agreement to renew andextend the Second Loan Guaranty for the same period. As a result,on February 18, 2009, the DRPA adopted Resolution DRPA-09-012("Second Resolution") authorizing the renewal and extension of the

SUMMARY STATEMENT Provision of Loan Guaranty to theHome Port Alliance (Battleship NewJersey)

Second Loan Guaranty in the amount of $1,000,000 for an additionalthree (3) year period ("Third Loan Guaranty"). The Third LoanGuaranty expired on April 1, 2012.

Subsequent to the provision of the Third Loan Guaranty, but prior tothe expiration thereof, the Home Port Alliance reduced theoutstanding principal amount of the loan to approximately $900,000.

Prior to the expiration of the Third Loan Guaranty, at the request ofthe Home Port Alliance, and as a condition to TD Bank's willingnessto extend the loan, the DRPA adopted Resolution DRPA-12-053("Third Resolution"), which renewed and extended the loanguarantee for an additional three (3) year period in the amount of$900,000 ("Fourth Loan Guaranty"), which Fourth Loan Guarantyexpires on June 6, 2015.

DRPA staff has recently engaged in several meetings with theExecutive Director and legal counsel to the Home Port Alliance todiscuss the further renewal and extension of the Fourth LoanGuaranty by the provision of a new loan guaranty for an additionalten (10) year period in the amount of $800,000 ("New LoanGuaranty") with the shared belief that the provision of a ten (10) yearloan guaranty will allow Home Port Alliance to negotiate better loanterms with TD Bank or other interested lenders in connection withthe extension or refinancing of Home Port Alliance's existing loan.

After submission of a formal proposal from the Home Port Alliancein late March, the Finance Committee was briefed on the request forthe provision of the New Loan Guaranty and the terms thereof, andafter careful consideration, recommended to the Board that theDRPA agree to enter into the New Loan Guaranty with the HomePort Alliance and a lending bank, provided that the new loan termsfor the Home Port Alliance required full amortization of the principalof such loan within the ten (10) year period in which the New LoanGuaranty will be provided.

SUMMARY STATEMENT Provision of Loan Guaranty to theHome Port Alliance (Battleship NewJersey)

SUMMARY: Amount: $800,000Source of Funds: General FundCapital Project #: N/AOperating Budget: N/AMaster Plan Status:Other Fund Sources: Home Port AllianceDuration of Contract: Ten (10) yearsOther Parties Involved: TD Bank (or new lender); Home Port

Alliance, Battleship New Jersey, Inc.

DRPA-15-048New Business: April 15, 2015

Board Date: April 15, 2015Provision of Loan Guaranty to the Home

Port Alliance (Battleship New Jersey)

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authority("DRPA") authorizes staff to execute and deliver a new loan guaranty forthe benefit of Home Port Alliance in the amount of $800,000 for a period often (10) years ("New Loan Guaranty"); and be it further

RESOLVED: That the New Loan Guaranty shall be entered into with the Home PortAlliance and the banking institution extending and/or refinancing the$800,000 loan provided by such banking institution to the Home PortAlliance ("HPA Loan"); and be it further

RESOLVED: That, as a condition to the provision by the DRPA of the New LoanGuaranty, the Home Port Alliance, for and on behalf of the USS NewJersey, Inc./Battleship New Jersey Museum & Memorial, any loanagreement entered into by the Home Port Alliance in connection with theHPA Loan shall require that the principal and interest on the HPA Loanshall be fully amortized and paid within a period of ten (10) years to becoterminous with the expiration of the New Loan Guaranty, and that suchloan agreement shall contain provisions to this effect; and be it furtherresolved

RESOLVED: That the Chairman, Vice Chairman and the Chief Executive Officer mustapprove and are hereby authorized to approve and execute all necessaryagreements, contracts, or other documents on behalf of the DRPA inconnection with the New Loan Guaranty. If such agreements, contracts, orother documents have been approved by the Chairman, Vice Chairman andChief Executive Officer and if thereafter either the Chairman or ViceChairman is absent or unavailable, the remaining Officer may execute thesaid document(s) on behalf of DRPA along with the Chief ExecutiveOfficer. If both the Chairman and Vice Chairman are absent orunavailable, and if it is necessary to execute the said document(s) while theyare absent or unavailable, then the Chief Executive Officer shall executesuch documents on behalf of DRPA.

SUMMARY: Amount: $800,000Source of Funds: General FundCapital Project #: N/AOperating Budget: N/AMaster Plan Status:Other Fund Sources: Home Port AllianceDuration of Contract: Ten (10) yearsOther Parties Involved: TD Bank (or new lender); Home Port

Alliance, Battleship New Jersey, Inc.

DELAWARE RIVERPORT AUTHORITY

&PORT AUTHORITY TRANSIT CORP.

April15, 2015 Board Meeting

Wednesday, April 15, 2015One Port Center

Board RoomCamden, NJ

9:00 a.m.

John Hanson, Chief Executive Officer

PATCO BOARD

PORT AUTHORITY TRANSIT CORPORATIONBOARD MEETING

Wednesday, April 15, 2015ORDER OF BUSINESS

1. Roll Call

2. Report of the General Manager –April 2015

3. Approval of March 18, 2015 PATCO Board Meeting Minutes

4. Monthly List of Payments – Covering Month of March 2015

5. Monthly List of Purchase Orders and Contracts of March 2015

6. Balance Sheet and Equity Statement dated February 28, 2015

7. Approval of Finance Committee Minutes of April 1, 2015

8. Adopt Resolutions Approved by Finance Committee of April 1, 2015

PATCO-15-007 Renewal of PATCO Rolling Stock PropertyCoverage for Rehabilitated Passenger Trains

9. Approval of Operations & Maintenance Committee Minutes of April 8, 2015

10. Adopt Resolutions Approved by Operations & Maintenance Committee of April 8, 2015

PATCO-15-008 Installation of New Servers and Support Devicesfor the Automated Fare Collection System

PATCO-15-009 PATCO Ticket Vending Machine Multi-languageConversion

PATCO-15-010 Service Contract Modifications

PATCO-15-011 2015 City to Shore Bike MS Event at WoodcrestStation

PATCO-15-012 PATCO Track Utility Vehicle

11. Unfinished Business

12. New Business

PATCO-15-013 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.

April 15, 2015

To the Commissioners: The following is a summary of recent PATCO activities, with supplemental information attached. HIGHLIGHTS

STEWARDSHIP On Sunday, March 22, 2015, the Way and Power crews worked together to replace 35E switch, which had been in-service for 35 years at our Way Interlocking at the east end of Broadway Station in Camden NJ. The crews spent four days preparing the replacement rails at our Lindenwold Maintenance of Way building prior to delivery to the field. Working together, day and night shift personnel installed new switch points, stock rails, closure rails, and associated hardware on the right-hand turnout in two 12-hour shifts. The department was able to meet our goal and ensure the safe facilitation of train movement for Monday morning’s rush hour. The following weekend Maintenance Technicians installed a gutter system to capture ground water leaking from the subway ceiling and divert it to the floor drains. The diversion of this water from the track area will help assure the long-term stability of the infrastructure. The remaining old track material was removed.

General Manager’s Report – for April 15, 2015 Meeting

New Signage and Variable Message Systems - The first phase of the passenger information signage project is approximately 87% complete with most of the conduit and wiring installed. Both LED and LCD signs are operational at Lindenwold Station. LED signs have been installed at Woodcrest, Haddonfield, Ferry and Broadway, and installation of LCD signs is underway. The first seven stations should be complete around mid-April depending on track availability. PATCO will continue with Phase 2, which will complete the remaining stations not addressed in Phase I, upon issuance of a Purchase Order to SimplexGrinnell.

SERVICE

New Bicycle Racks – Thanks to CAC and Bicycle Coalition member John Boyle, PATCO is implementing recommendations of the DVRPC’s “PATCO Concourse Level Bicycle Improvement Evaluation” study. Using FTA funding under a Transit Enhancement Grant, PATCO has purchased 33 bicycle racks. Cyclists will be able to secure their bikes at concourse level, with the first units already installed at Locust Street Stations. Escalators / Elevators – Elevator availability for the month of March was 99.4%, and availability of all escalators was 92.1%, meeting the 90% goal even with seven escalators taken out of service for comprehensive annual state inspections. Assistance to NJ Transit – PATCO partnered with NJ Transit to serve the public’s transportation needs on Sunday, March 29. NJ Transit requested that PATCO cross honor tickets for their passengers from 7 a.m. until noon because a street in Camden was shut down, affecting their ability to provide bus service to Center City. PATCO provided rides for 52 passengers. This is the fifth occasion so far this year that PATCO has cross-honored tickets. Although PATCO very rarely needs to call upon NJ Transit to reciprocate, we make information about alternate transportation available to our customers on our website, in bulletin boards, and on special tear-off tablets for hand-out to customers if our service were to be suspended.

COMMUNITY Girl Scouts - As reported last month and with Board approval, the Girl Scouts had sold cookies to hungry PATCO passengers on Friday evenings. We continue to receive thank you notes from numerous troops, and we are pleased to share the benefits of this initiative. As a fund raiser, the proceeds give the Scouts opportunities for camping, overnights at Franklin Institute, and programs that serve their schools and communities. In addition, through Girl Scout cookie sales, the girls develop five essential


abilities: goal setting, decision making, money management, people skills, and business ethics. The Girl Scouts very much appreciate DRPA/PATCO’s commitment to the community and contribution to their endeavor through allowing cookie sales in PATCO stations. Food Bank - On March 28, the Food Bank of South Jersey and White Horse Rotary Club kicked off their monthly “mobile food pantry” in Lindenwold Station’s parking lot. This Board-approved endeavor provides meat, rice, pasta, juice and many other basic foods to families who qualify based on residency and need and augments the weekly Saturday afternoon distribution of fresh foods by Philabundance. The White Horse Rotary Club reported that approximately 140 of the eligible 200 families attended their first “mobile food pantry” at Lindenwold Station and they expect many more as the weather improves and their clients become accustomed to this new location. FINANCE

PATCO Income year to date (through 2/28/15) amounted to $3,996,324 compared with a Budget Anticipated Income of $4,248,734, an unfavorable variance of $252,410 or 5.94%. Operating expenses during February 2015 amounted to $3,946,565, compared with a Budget Anticipated Expense of $4,175,368, a favorable variance of $228,803 or 5.48%. Year to date expenses totaled $7,718,900, compared with a Budget Anticipated Expense of $9,005,344, a favorable variance of $1,286,444 or 14.29%. During the month of February 2015, PATCO experienced a Net Operating Loss (excluding rental and non-recurring charges) of $1,978,587. The cumulative Net Operating Loss (excluding rental and non-recurring through 2/28/15 totaled $3,722,576. Total Cumulative Loss year to date (including Lease Rental charges) equaled $4,742,906. Net Transit Loss (including lease expense) for the month ending 2/28/15 was $2,488,754. The passenger count for the month of February 2015 totaled 768,061, an increase of 6,863 (+0.90%) when compared to February 2014. Ridership for the year to date as of 2/28/15 totaled 1,560,926, a decrease of 19,758 (-1.25%) when compared to the same period of 2014. Through February 28, 2015

2015 Budget

2015 Actual

Variance

Income $4,248,734 $3,996,324 $252,410 U Expenses $9,005,344 $7,718,900 $1,286,444 F Operating Ratio .4718 .5177 Passengers 1,660,926 1,560,926 100,000 U Car Miles 794,460 798,120 3,660


PERSONNEL TRANSACTIONS

The following personnel transactions occurred in March, 2015: NAME POSITION DEPT. DATE APPOINTMENT(S) Andy W. Castillo Train Operator Transit Services 3/09/15 Ronald T. Pierre Train Operator Transit Services 3/09/15 Grace V. Parris Supervisor/Traffic Analyst Transit Services 3/09/15 Robert J. Repetto Dispatcher Trainee Transit Services 3/09/15 Ciara J. Pinkston Train Operator Transit Services 3/09/15 APPOINTMENT(S) – TEMPORARY - None PROMOTION(S) James E. Comose, Jr. From: Train Operator Transit Services To: Dispatcher Trainee Transit Services 3/09/15 James R. Cox From: Custodian Way & Power To: Train Operator Transit Services 3/09/15 Raymond D. Michalak From: Train Operator Transit Services To: Supervisor/Traffic Analyst Transit Services 3/09/15 Mark Dixon From: Electrical Foreman Way & Power To: Manager, Track & Signals Way & Power 3/12/15 William B. Shaw From: Technical Supervisor, Electrical Systems Way & Power To: Director Way & Power 3/21/15 UPGRADE - None TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION Mary Stires From: Payroll Clerk Finance (Retro) To: Acting Payroll Administrator Finance 5/24/13 – 2/09/14 Jesse L. Weber From: Purchasing Clerk Purchasing To: Acting Purchasing Specialist Purchasing 2/16/15 – 5/31/15


Santina M. Ridolfi From: Administrative Secretary Transit Services To: Acting Traffic Analyst Transit Services 3/14/15 – 9/11/15 TRANSFER(S) - None RESIGNATION(S) Ronald T. Pierre Train Operator Transit Services 3/11/15 RETIREMENT(S) Jose A. Fernandez Custodian Equipment 3/20/15 George F. Hults Equipment Electrician A/C Equipment 3/31/15 The quarterly Affirmative Action Scorecard is attached to this report. PURCHASING & MATERIAL MANAGEMENT During the month of March, 164 purchase orders were issued with a total value of $725,583. Of the $61,887 in monthly purchases where minority vendors could have served PATCO needs, $0 was awarded to MBEs and $43,384 to WBEs. The $43,384 total MBE/WBE purchases represent 5.9% of the total spent and 70% of the purchases available to MBE/WBEs. Attached to this report is the Affirmative Action Report summarizing purchases during the first quarter of 2015. The storeroom completed 3,319 transactions in March; book value of inventory on hand at the end of the month was $5,527,446. TRANSIT SERVICES The on-time performance for the 4,990 scheduled trips in March was 97.81%. PATCO’s performance was 100% on ten days this month. The number of incidents in March 2015 was just over half that of March 2014.


MAINTENANCE The following significant maintenance items were progressed in March:

Eleven (11) rebuilt motors are available for installation as needed. Sixty-nine (69) motors are at vendors for repair and twenty-seven (27) others are awaiting shipment to vendors.

Although we have established a goal of 50 trucks for the year, so far only one-half of one truck has been assembled. We have pending material orders for journal housings and axles, with enough material on-hand to assemble ten (10) trucks. Delivery of the clam shell insulating shields is expected in April. We are ramping up fabrication in April.

No (0) rebuilt gearboxes are available. We are essentially relying on UTC to support our overhaul program while Penn Machine is working to resolve its issues. The gearbox that had been returned to Penn Machine for warranty repair is still awaiting shipment to PATCO. Penn Machine has also repaired three additional gearboxes, shipment of which is also awaiting resolution of administrative processes on their part. Fifty-seven (57) gearboxes are at vendors for rebuild, with twenty-one (21) at UTC and thirty-six (36) at Penn Machine.

The car wash failed to restart after the winter and has a PLC fault. We have reached out to NS, the manufacturer, for technical support. NS also supplied a quote to install the overhauled brush and motor assemblies and we plan to have them complete the work. In the interim, hand-cleaning of the operator’s windshield continues.

Interior heavy cleaning was performed on twenty-eight (28) cars in March.

Car overhaul – We continue to work through open issues. New cab signal software was installed and preliminary testing is positive. Alstom completed the vast majority of punch list items, and

Equipment Defect, 58%

Lack of Equipment, 19%

W&P Elec - Signal - Radio, 2%

Speed Restrictions, 2%

Passenger Issues, 6%

Trespasser, 2%

Public Safety Issues, 8%

Transit Operations, 4%

Brake/Comp 8 OLCB 8 Doors 7 Cab Signal 3 Propulsion 1 Other 3

March 2015 Incidents


three of the four married pairs have been leveled on-site. LTK is checking the received capital spares inventory against the invoices and, upon confirmation, we will pay Alstom for the spare parts.

Car Overhaul – Manuals - Alstom, JTM (the manuals contractor), vendors, LTK, and PATCO reviewed every running-maintenance manual chapter this month, focusing on preventive maintenance, troubleshooting and parts replacement sections. However, the running maintenance manuals will require a full sectional review before they are approved. Alstom expects to return the targeted sections by April 22. The heavy maintenance manuals were not reviewed as part of this scope and will require a similar comprehensive effort.

Car Overhaul – Alstom supplied test equipment – New valve room equipment was received, and we are developing a plan to support the legacy car valves and Alstom car valves concurrently. Quester Tangent had been expected for a March 27 acceptance test of the diagnostic test bench, but the testing will be rescheduled. Alstom notified us of the pending delivery of the S500 automated test station and the communications bench test equipment.

Way & Power staff addressed snowstorm-related tasks at PATCO station parking lots, access roads and platforms.

Way & Power assisted Maser Engineering in surveying Fern Rock curve running rail on both #1 and #2 tracks. Maser will forward survey data to Cleveland Track to fabricate the required rail curvature.

Way & Power replaced running rail along 8th/Market platform.

Way & Power replaced 35E switch point movement at Way Interlocking. PVC guttering systems were installed above 35E switch to address water runoff/icing issues. Storm drains at this interlocking were also cleared to improve drainage and lengthen track life.

High voltage substation power grid insulators were replaced at Lindenwold Substation.

Way & Power completed fabricating custodial material storage areas at 13th Street and City Hall Stations. Shelving was installed.

The Woodcrest Police Substation has been refurbished (sheetrock, paint, electrical and communications). The temporary police trailer was removed from the site.

Septic issues at Woodcrest were addressed.

Right of way inspections were performed.

Security fencing was repaired as needed.

Way & Power relamped stations, subway tunnels, and parking lots as necessary.

Support services were provided as required for the following projects: Car overhaul and testing Ben Franklin Bridge track structure inspections and repairs – provided flagging, scheduling and

guidance Maintenance of fire alarm systems Maintenance of and enhancements to the 800 MHz radio system Maintenance and repairs of escalators and elevators Fiber raceway installations at Broadway, Market and 9th Street Stations – provided scheduling,

guidance and coordination Assisted Verizon, Comcast, V-COMM and Advantage Engineering with site inspections for the

design and installation of a wireless network.


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 – March, 2015

Equipment Target Actual Variance Favorable / Unfavorable

Escalators (14) 90% 92.1% +2.1% F

Elevators (11) 97% 99.4% +2.4% F

Respectfully submitted, John D. Rink General Manager

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:

DATE CONTRACTOR PATCO

CONTRACT NO. PROJECT/WORK

AREA

NUMBER IN

ATTENDANCE

03/09/15 PATCO New Hires Train Operators Transit Services 3

03/09/15 PATCO New Hires Dispatcher Transit Services 1

03/09/15 PATCO New Hires Supervisor/Traffic

Analyst Transit Services 1

03/16/15 Beach/Vanalt Electric 21-E BFB Track Rehab 1

03/16/15 RCC/IBC-JV 21-E BFB Track Rehab 4

03/16/15 Comcast/MJK Electric Survey for WiFi 2

03/16/15 Titan Outdoor PATCO Advertising 5

03/16/15 Perry Resources Temporary Transit Ambassadors 2

03/16/15 Accountants for You Temporary Transit Ambassadors 1

03/16/15 Accountants for You Temporary Center Tower (Media)

1

03/23/15 PSE&G/Nelson Tree Tree Trimming 6

03/23/15 Comcast/MJK Electric Survey for Live Wi-Fi 3

03/23/15 Maser Consulting Rail survey 3

03/26/15 Rockwell Automated Site specific Troubleshooting VFD 1

03/30/15 PSE&G/Nelson Tree Tree Trimming 7

MEMORANDUM PORT AUTHORITY TRANSIT CORPORATION of Pennsylvania & New Jersey

TO: John Rink

FROM: David Fullerton

SUBJECT: Monthly Report: Safety Department – March 2015

DATE: March 31, 2015

DATE CONTRACTOR PATCO

CONTRACT NO. PROJECT/WORK

AREA

NUMBER IN

ATTENDANCE

03/30/15 HNTB 21-E BFB & PATCO R-O-W 1

03/30/15 PSE&G Tree Trimming 1

03/30/15 Burns Engineering 10-G Pole Line 1

Drug & Alcohol Tests – for March 2015

Random Drug only 11 Random Alcohol only 2 Reasonable Suspicion Drug only Reasonable Suspicion Alcohol only

0 0

Post Accident 0 TOTAL TESTS COMPLETED 13

2. Internal PATCO Safety Activities:

Conducted and participated in monthly SACC and Joint Workplace Committee meetings.

The on-site smoking cessation program “Beat the Pack” is completed.

Participated in meeting with new Prescription Safety Eyeglass vendor. 3. Involvement in Authority Activities:

Participated in Central Safety & Health Meeting.

Participated in the IAIC Subcommittee meeting.

Participated in Programs and Activities Subcommittee meeting.

Participated in Defensive Driver Training.

Participated in WorkNet and Interstate Mobile Care Procedures meeting. 4. Outside Agency Involvement

Participated in Quarterly SSO meeting in Union, NJ.

Participated in State Safety Oversight (SSO) Program NPRM Webinar.

Participated in Emergency Preparedness and Security Seminar in Parsippany, NJ.

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PORT AUTHORITY TRANSIT CORPORATION

BOARD MEETING

One Port CenterTwo Riverside DriveCamden, New Jersey

Wednesday, March 18, 2015

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PRESENT

Pennsylvania

Ryan Boyer, ChairmanEugene DePasquale, Pennsylvania Auditor General

(via telephone)Elinor HaiderRohan K. HepkinsChristopher Craig, Acting Pennsylvania State TreasurerMarian MoskowitzWhitney R. White

New Jersey

Jeffrey Nash, Esquire, Vice ChairmanCharles FentressDenise MasonAlbert FrattaliE. Frank DiAntonioRick Taylor

DRPA Staff


Corporate SecretaryStephen Holden, Deputy General CounselGerald Faber, Assistant General CounselKathleen Vandy, Assistant General CounselRichard J. Mosback, Jr., Assistant General CounselTimothy Pulte, Chief Operating OfficerJames White, Chief Financial OfficerToni Brown, Chief Administrative OfficerMichael Venuto, Chief EngineerDaniel Auletto, Bridge Director, Walt Whitman Bridge &

Commodore Barry BridgeValerie Bradford, Bridge Director, Benjamin Franklin

Bridge and Betsy Ross Bridge

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John Rink, General Manager, PATCOBennett Cornelius, Assistant General Manager, PATCOJack Stief, Chief, Public SafetyDavid Aubrey, Acting Inspector GeneralKevin LaMarca, Director, Information ServicesMark Lopez, Manager, Government RelationsSusan Squillace, Manager, Procurement & Stores,

DRPA/PATCOHoward Korsen, Manager, Contract AdministrationChristina Maroney, Manager, Special ProjectsMike Howard, Senior Engineer, Planning & DesignMike Williams, Acting Manager, Corporate Communications &

Community RelationsFran O’Brien, Manager, Corporate Communications &

Community RelationsSheila Milner, Administrative CoordinatorElizabeth McGee, Administrative CoordinatorLisa D’Arcangelo, Legal SecretaryNancy Farthing, Executive Assistant to the CEODawn Whiton, Administrative Coordinator to the CEO and

Deputy CEO

Others Present

John Spinello, Esquire, Director, New Jersey Governor'sAuthorities Unit

Obra Kernodle, Deputy Chief of Staff, PennsylvaniaGovernor's Office

David Dix, Assistant to Chairman BoyerDione Frith, Assistant to Chairman BoyerJohn Lisko, Chief of Staff, Pennsylvania State TreasuryDavid Rapuano, Esq., Archer & Greiner

(New Jersey Counsel)Alan Kessler, Esq., Duane MorrisStephanie Kosta, Esq., Duane Morris

(Pennsylvania Counsel)John Dougherty, Business Manager, IBEWTara Chupka, Assistant to John DoughertyRich Franzini, Business Agent, IUOE

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Others Present (Continued)

Brett Toomey, Business Agent, IUOEJon Livingston, Jacobs Engineering GroupCharles McCammon, Vice President, Risk Consulting, WillisAdrienne ThomasJoe Quigley

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I N D E XPage

Roll Call 7

Report of the General Manager 8

Approval of January 21, 2015, PATCO Board 11Meeting Minutes

Monthly List of Payments Covering Months 12of January and February 2015 and Monthly Listof Purchase Orders and Contracts of Januaryand February 2015

Balance Sheet and Equity Statement dated 12December 31, 2014

Approval of Operations & Maintenance Committee 13Minutes of February 5, 2015

Adopt Resolutions Approved by Operations & 13Maintenance Committee of February 5, 2015

PATCO-15-005 Passenger Information andMessage System Phase 2

Unfinished Business 14

New Business 14

PATCO-15-006 Consideration of PendingPATCO Contracts (Between($25,000 & $100,000)

Adjournment 15

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(11:35 a.m.)

CHAIRMAN BOYER: I would like to call to order

the monthly Board meeting of PATCO and ask the corporate

secretary to call the roll.


CHAIRMAN BOYER: Present


GENERAL DePASQUALE: Present, here.





MS. MAYOCK: Treasurer Craig?

COMMISSIONER CRAIG: Present.


COMMISSIONER MOSKOWITZ: Present.


COMMISSIONER WHITE: Present.


VICE CHAIRMAN NASH: Here.


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MS. MAYOCK: Commissioner Frattali?

COMMISSIONER FRATTALI: Here.






We've lost Commissioner Sweeney, but we still

have a quorum.


We're going to first have the report of the

General Manager, John Rink.

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

congratulations on your appointment. I look forward to

working with you. Also our new Commissioners,

congratulations, I also look forward to working with you.

I know in the future we'll arrange for you to take a tour

of our facilities. We'd be happy to show you that.

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No changes to the report as submitted,

Mr. Chairman, but I'd like to highlight a couple of

things.

First off, back on February 12th, we moved to a

new schedule for our Ben Franklin Bridge Track Project.

The contractor works from 10 a.m., Thursday, until late

Sunday night. So during the Thursday p.m. and Friday

a.m. and p.m. shifts, we run a special schedule to

accommodate the contractor. The contractor is currently

working on the south track of the bridge replacing the

electrical signal and communication cables.

Also, on page 2 of the report, there are a

couple of pictures of a new signage system that's

currently being installed. We are installing new VMS

signs in all of our -- on seven of our 13 station

platforms, along with LCD panels within the head houses

of the station.

The first phase of the project will be

completed around April. The contractor has installed the

new VMS signs, the bottom picture on the report, at

Lindenwold and Woodcrest Stations, and is currently

working in Haddonfield.

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Later in the agenda today, we'll ask for

approval for Phase 2 of this system, which will take

place and install the same signs in the six remaining

stations.

In regards to our elevators and escalators,

each month we have a report on our KPIs. For elevators,

in January they were available 99.5 percent and in

February they were available 99.99 percent to our

customers. For our escalators, in the month of January

they were available 90.2 and in February, 92.9 percent,

with a target goal of 90.

Back in February, we completed the last

replacement of the four escalators. It was a capital

project with Engineering. That was the up escalator at

Woodcrest. So the 4 escalators, the remaining four

escalators that were 30 years old, have been replaced and

are now in service.

That's all, Mr. Chairman.


Are there any questions for the General

Manager's Report?

There being no questions, I will entertain a

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motion to accept the General Manager's Report.

COMMISSIONER FRATTALI: So moved.








CHAIRMAN BOYER: All those opposed?


I'm going to ask for the approval of the

January 21, 2015 PATCO Board Minute Meetings.



CHAIRMAN BOYER: Motion properly seconded.





CHAIRMAN BOYER: No?

Motion carries.

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Monthly List of Payments and Monthly List of

Purchase Orders covering the months of January and

February 2015.

I'll accept a motion to Receive and File the

Monthly List of Payments and Monthly List of Purchase

Orders and Contracts covering the Months of January and

February 2015.


CHAIRMAN BOYER: May I have a second?


CHAIRMAN BOYER: All those in favor say aye.




CHAIRMAN BOYER: All those opposed say nay.

The ayes have it.

I'll accept a motion to receive and file the

balance sheet and equity statement dated December 31,

2014.

COMMISSIONER DiANTONIO So moved.

CHAIRMAN BOYER: Can I have a second?


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Motion carries.

Approval of the Operations & Maintenance

Committee Meeting Minutes of January 7, 2015.










There is one item in Operations & Maintenance

for consideration for approval. It is as follows.

The Passenger Information and Message System,

Phase 2, as General Manager Rink earlier talked about.

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Can I get a motion?

COMMISSIONER FRATTALI: Move the motion.









(No response.)

CHAIRMAN BOYER: Are there any items for

Unfinished Business for the PATCO Board? Any items for

Unfinished Business for the PATCO Board?

(No response.)

CHAIRMAN BOYER: New Business. There is one

item in New Business for consideration for approval. It

is as follows.

Consideration of Pending PATCO Contracts

between $25,000 and $100,000. I'll accept a motion.



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CHAIRMAN BOYER: The motion is properly

seconded.





CHAIRMAN BOYER: No? Ayes have it, motion

carries.

If there is no other business before the PATCO

Board, I will accept a motion to adjourn the PATCO Board

meeting.

COMMISSIONER FRATTALI: So moved.



CHAIRMAN BOYER: All those in favor?





The PATCO Board meeting is adjourned.

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(Whereupon, at 11:45 a.m., the meeting adjourned on

March 18, 2015.)

There being no further business, on motion duly made and

seconded, the meeting was adjourned.



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proceedings before the Port Authority Transit

Corporation on March 18, 2015, held as herein appears,

and that this is the original transcript thereof for

the file of the Agency.


______________________________Tim Atkinson(Official Reporter)

MONTHLY LIST OF PAYMENTS

Vendor Name Item Description Resolution # / Authorization Amount

Acadaca AFC IS System Administration Support PATCO-13-018 $9,154.00Cubic Transportation Systems AFC IS System Administration Support PATCO-13-032 $41,712.47

AFC IS System Administration Support Total $50,866.47Dunbar Armored Inc. Armored Car Services-Revenue Transport PATCO-12-024 $10,464.64

Armored Car Services-Revenue Transport Total $10,464.64Benefit Harbor, LP Consulting Services DRPA-14-104 $1,391.48Grant Thornton LLP Consulting Services PATCO-14-019 $44,476.91

Consulting Services Total $45,868.39Hampton Inn Costs in Connection with the 03/5/15 Snow Storm 25K Threshold $560.00

Costs in Connection with the 03/5/15 Snow Storm $560.00PECO Energy Electric Power Utility $63,005.91PSE&G Co. Electric Power Utility $139,516.86

Electric Power Total $202,522.77

AARP Health Care Options Employee Benefits DRPA-14-133 $40,552.62AmeriHealth insurance Company of New Jersey Employee Benefits DRPA-14-115 $194,358.16Commonwealth Of Pennsylvania Employee Benefits $266,954.44Delta Dental Plan of NJ, Inc. Employee Benefits DRPA-13-103 $7,126.55Horizon Blue Cross Blue Shield of NJ Employee Benefits DRPA-14-132 $19,286.75Standard Insurance Company Employee Benefits PATCO-13-104 $55,356.24Teamsters Health & Welfare Funds Employee Benefits DRPA-14-047 $290,342.48Teamsters Pension Fund Employee Benefits DRPA-14-047 $86,640.14Vision Benefits of America Employee Benefits DRPA-13-105 $798.10

Employee Benefits Total $961,415.48

Treasury Direct Employee Deduction U.S. Savings Bonds $100.00Employee Deduction U.S. Savings Bonds Total $100.00

AFLAC Employee Payroll Deductions $20,619.05Commonwealth Of Pennsylvania Employee Payroll Deductions $31,075.71ING Employee Payroll Deductions $32,320.64National Drive Employee Payroll Deductions $8.00PATCO - Flexible Spending Account Employee Payroll Deductions $2,554.55South Jersey Federal Credit Union Employee Payroll Deductions $96,863.64State Of New Jersey GITAX Employee Payroll Deductions $43,235.93Teamsters Local Union 676 Employee Payroll Deductions $11,820.00United Way Of Camden County Employee Payroll Deductions $47.04

Employee Payroll Deductions Total $238,544.56

Internal Revenue Service Employee Withholding Tax Deposits $458,081.67Pa Dept Of Revenue Employee Withholding Tax Deposits $7,402.24

Employee Withholding Tax Deposits Total $465,483.91

Cooper Electric Supply Co. Enterprise Resource Planning System (ERP) 25K Threshold $2,689.00Enterprise Resource Planning System (ERP) Total $2,689.00

DIRECTV Business Service Center Equipment Rental 25K Threshold $101.98East Coast Event Rental Equipment Rental 25K Threshold $275.50

Equipment Rental Total $377.48

Federal Express Corp. Freight Charges 25K Threshold $705.26Freight Charges Total $705.26

Riggins Inc. Fuel Expenses DRPA-14-082 $9,167.13Fuel Expenses Total $9,167.13

Ehmke Manufacturing Co., Inc. Inventory 25K Threshold $976.24Fuchs Lubricants, Co. Inventory 25K Threshold $1,114.45Hough Petroleum Inventory 25K Threshold $280.00KSL Supplies Inc. Inventory 25K Threshold $2,972.20New Pig Corp Inventory 25K Threshold $820.66Sosmetal Products Inc. Inventory 25K Threshold $206.74Uline Inventory 25K Threshold $169.85

Inventory Total $6,540.14

Cembre Inc. Inventory - Buildings and Grounds 25K Threshold $425.10Kaeser Compressors Inventory - Buildings and Grounds 25K Threshold $15,797.41MOR Electric Heating Inventory - Buildings and Grounds 25K Threshold $199.21

Inventory - Buildings and Grounds Total $16,421.72

C.L. Presser Company Inventory - Tools 25K Threshold $2,170.80Camden Tool Company Inventory - Tools 25K Threshold $394.79G & B Specialties, Inc. Inventory - Tools 25K Threshold $252.23Grainger Inventory - Tools 25K Threshold $340.00Hilti Inc Inventory - Tools 25K Threshold $99.49Lowe's Commercial Services Inventory - Tools 25K Threshold $402.97M S C Industrial Supply Co. INC. Inventory - Tools 25K Threshold $213.44Mc Master-Carr Supply Co Inventory - Tools 25K Threshold $1,320.48Modern Track Machinery, Inc. Inventory - Tools 25K Threshold $410.19Snap-On Industrial Inventory - Tools 25K Threshold $817.84Techsouth Inc. Inventory - Tools 25K Threshold $49.00Tri-State Industrial Distributors of NJ, Inc. Inventory - Tools 25K Threshold $33.79

Inventory - Tools Total $6,505.02

Ansaldo STS USA, Inc. Inventory-Electrical/Electronic Supplies 25K Threshold $3,983.61Cooper Electric Supply Co. Inventory-Electrical/Electronic Supplies 25K Threshold $1,717.50Electronics Connections, Inc. Inventory-Electrical/Electronic Supplies 25K Threshold $2,505.57Franklin Electric Co. Inventory-Electrical/Electronic Supplies 25K Threshold $819.96Knopp Inc Inventory-Electrical/Electronic Supplies 25K Threshold $2,040.00Lighting Solutions Inventory-Electrical/Electronic Supplies 25K Threshold $574.50Marlac Electronics, a Div.of Syscom Tech, LLC Inventory-Electrical/Electronic Supplies 25K Threshold $170.64Pemberton Electrical Supply Company Inventory-Electrical/Electronic Supplies 25K Threshold $7,251.76

Inventory-Electrical/Electronic Supplies Total $19,063.54

Cubic Transportation Systems Inventory-Fare Collection Material PATCO-14-035 $5,852.30Team One Repair, Inc. Inventory-Fare Collection Material 25K Threshold $395.37

Inventory-Fare Collection Material Total $6,247.67

BDF Industrial Fasteners Inventory-Hardware 25K Threshold $4,902.30Digi-Key Corp. Inventory-Hardware 25K Threshold $831.93

Port Authority Transit CorporationMonthly List Of Payments 03/01/15 through 03/31/15

Meeting Date 04/15/15

Page 1 of 4




Fastenal Company Inventory-Hardware 25K Threshold $597.72Inventory-Hardware Total $6,331.95

A & K Railway Mat'ls Inc Inventory-Track and Signal PATCO-14-039 $51,972.00Modern Track Machinery, Inc. Inventory-Track and Signal 25K Threshold $118.50Orr Safety Corporation Inventory-Track and Signal 25K Threshold $396.50Railroad Tools and Solutions(LLC) Inventory-Track and Signal 25K Threshold $664.24

Inventory-Track and Signal Total $53,151.24

BDF Industrial Fasteners Inventory-Transit Vehicle Material 25K Threshold $2,256.30Bergen Auto Upholstery Co., Inc. Inventory-Transit Vehicle Material 25K Threshold $5,388.75Faiveley Transport North America Inventory-Transit Vehicle Material 25K Threshold $998.55Franklin Fibre-Lamitex Corp. Inventory-Transit Vehicle Material PATCO-14-042 $38,433.50Fried Brothers Inventory-Transit Vehicle Material 25K Threshold $50.24H.C. Warner, Inc. Inventory-Transit Vehicle Material 25K Threshold $1,226.20Hadady Corporation Inventory-Transit Vehicle Material 25K Threshold $3,293.10Horne Products Inventory-Transit Vehicle Material PATCO-14-006 $8,734.77Jamaica Bearings Inc Inventory-Transit Vehicle Material 25K Threshold $2,251.63Mouser Electronics Inventory-Transit Vehicle Material 25K Threshold $583.51PEI-Genesis Inventory-Transit Vehicle Material 25K Threshold $35.00REPCO, Inc. Inventory-Transit Vehicle Material 25K Threshold $1,339.86Tri-State Industrial Distributors of NJ, Inc. Inventory-Transit Vehicle Material 25K Threshold $1,351.49UKM Transit Products, Inc. Inventory-Transit Vehicle Material PATCO-14-034 $4,060.00UKM Transit Products, Inc. Inventory-Transit Vehicle Material PATCO-13-035 $3,417.90United Fabrics, Inc. Inventory-Transit Vehicle Material 25K Threshold $2,199.80Vapor - WABTEC Inventory-Transit Vehicle Material 25K Threshold $937.04WABTEC Passenger Transit Inventory-Transit Vehicle Material PATCO-13-035 $7,068.10WABTEC Passenger Transit Inventory-Transit Vehicle Material PATCO-14-032 $89,135.00

Inventory-Transit Vehicle Material Total $172,760.74

Aramsco Janitorial Supplies 25K Threshold $244.42Calico Industries, Inc. Janitorial Supplies 25K Threshold $1,584.00GEN-EL Safety & Industrial Products, LLC Janitorial Supplies 25K Threshold $104.40INDCO Inc. Janitorial Supplies 25K Threshold $1,634.21

Janitorial Supplies Total $3,567.03

AmSan Interlines Brand Co. Maintenance Of Buildings and Grounds 25K Threshold $739.00Billows Electric Supply Co. Inc. Maintenance Of Buildings and Grounds 25K Threshold $856.75Cantol USA Inc. Maintenance Of Buildings and Grounds 25K Threshold $521.80Conroy's Corner Maintenance Of Buildings and Grounds 25K Threshold $457.38Denny Septic Service & Portable Toilets Maintenance Of Buildings and Grounds 25K Threshold $1,500.00Global Equipment Co. Maintenance Of Buildings and Grounds 25K Threshold $1,762.06Haddon Locksmith Maintenance Of Buildings and Grounds 25K Threshold $90.90Home Depot Maintenance Of Buildings and Grounds 25K Threshold $1,648.66Homeland Industrial Supply Maintenance Of Buildings and Grounds 25K Threshold $1,581.25JPC Group, Inc. Maintenance Of Buildings and Grounds PATCO-14-002 $46,510.00Joseph Fazzio Inc. Maintenance Of Buildings and Grounds 25K Threshold $122.94Kennedy Culvert & Supply Co. Maintenance Of Buildings and Grounds 25K Threshold $363.00Lowe's Commercial Services Maintenance Of Buildings and Grounds 25K Threshold $346.52QC Inc. Maintenance Of Buildings and Grounds 25K Threshold $1,388.00SEPTA Maintenance Of Buildings and Grounds PATCO-14-016 $42,633.02Tab Inc. Maintenance Of Buildings and Grounds 25K Threshold $150.00Terminix Commerical Maintenance Of Buildings and Grounds 25K Threshold $350.00Wharton Hardware & Supply Maintenance Of Buildings and Grounds 25K Threshold $179.01Willier Electric Company Maintenance Of Buildings and Grounds 25K Threshold $187.50Xylem Inc. Maintenance Of Buildings and Grounds 25K Threshold $1,064.00Tru-Fit Frame & Door Corp Maintenance Of Buildings and Grounds 25K Threshold $199.95

Maintenance Of Buildings and Grounds Total $102,651.74

Cubic Transportation Systems Maintenance Of Fare Collection Equipment PATCO-14-045 $3,126.70Spencer Technologies Maintenance Of Fare Collection Equipment 25K Threshold $256.00Team One Repair, Inc. Maintenance Of Fare Collection Equipment 25K Threshold $4,797.84

Maintenance Of Fare Collection Equipment Total $8,180.54

Bruce's Collision Center Maintenance Of Highway Vehicles 25K Threshold $8,603.96Clean Venture, Inc. Maintenance Of Highway Vehicles 25K Threshold $1,261.25Echelon Ford Maintenance Of Highway Vehicles 25K Threshold $1,215.93NAPA Auto Parts Stratford Maintenance Of Highway Vehicles 25K Threshold $377.75Tire Corral Maintenance Of Highway Vehicles 25K Threshold $59.96UniSelect USA, Inc. Maintenance Of Highway Vehicles DRPA-14-037 $1,025.95

Maintenance Of Highway Vehicles Total $12,544.80

All Industrial Safety Products Inc Maintenance Of Shop Equipment 25K Threshold $384.50All Seasons Rental & Repair Maintenance Of Shop Equipment 25K Threshold $179.80Laurel Lawnmower Service Maintenance Of Shop Equipment 25K Threshold $1,343.46Simco Electronics Maintenance Of Shop Equipment 25K Threshold $192.00

Maintenance Of Shop Equipment Total $2,099.76

Hoover Truck Centers Maintenance Of Track & Signal Equipment 25K Threshold $95.73Johnson & Towers Inc Maintenance Of Track & Signal Equipment 25K Threshold $861.49NAPA Auto Parts Stratford Maintenance Of Track & Signal Equipment 25K Threshold $131.36Nordco Equipment Services Maintenance Of Track & Signal Equipment 25K Threshold $4,702.96Norris Sales Co. INC. Maintenance Of Track & Signal Equipment 25K Threshold $239.20Penn-Jersey Machinery, LLC Maintenance Of Track & Signal Equipment 25K Threshold $254.21

Maintenance Of Track & Signal Equipment Total $6,284.95

Siemens Rail Automation Corporation Maintenance of Transportation Equipment 25K Threshold $2,023.92Walco Electric Co. Maintenance of Transportation Equipment 25K Threshold $10,022.00

Maintenance of Transportation Equipment Total $12,045.92

WORKNET Occ Med Medical-Drug and Alcohol Testing DRPA-14-103 $1,674.70Medical-Drug and Alcohol Testing Total $1,674.70

CUH Employee Assistance Program Medical-Physical Exam DRPA-11-097 $6,040.00WORKNET Occ Med Medical-Physical Exam DRPA-14-103 $760.00

Medical-Physical Exam Total $6,800.00

City of Philadelphia Office Expense 25K Threshold $1,138.04

Page 2 of 4




Nestle Waters North America Inc. Office Expense DRAP-14-058 $226.31Office Expense Total $1,364.35

Automation Aids, Inc. Office Supplies And Equipment 25K Threshold $284.00Communications Paper Limited, Inc. Office Supplies And Equipment 25K Threshold $2,970.60Dell Marketing L.P. Office Supplies And Equipment 25K Threshold $10,457.54G A Blanco & Sons Inc. Office Supplies And Equipment 25K Threshold $50.00Liberty Rubber Stamp Co. Office Supplies And Equipment 25K Threshold $197.80Office Basics, Inc. Office Supplies And Equipment 25K Threshold $86.49Optima Inc. Office Supplies And Equipment 25K Threshold $498.95Paper Mart Inc. Office Supplies And Equipment DRPA-14-144 $2,146.66SHI International Corporation Office Supplies And Equipment 25K Threshold $1,526.25W.B. Mason Co., Inc. Office Supplies And Equipment DRPA-14-144 $1,366.53

Office Supplies And Equipment Total $19,584.82

PATCO - Payroll Account Payroll For Accounting Period $1,002,272.92Payroll For Accounting Period Total $1,002,272.92

PNC BANK P-Card Purchases DRPA-09-075 $2,975.84P-Card Purchases Total $2,975.84

SunGard Availability Services LP. Professional Ser. Information Systems DRPA-10-135 $1,825.00Professional Ser. Information Systems Total $1,825.00

Archer & Greiner, A Professional Corp. Professional Services - Legal DRPA-13-032 $405.00Dilworth Paxson LLP Professional Services - Legal DRPA-13-032 $4,230.00

Professional Services - Legal Total $4,635.00

Graybar Electric Co. Inc. Purchase optical time-delay reflectometer (OTDR) 25K Threshold $20,433.61Purchase optical time-delay reflectometer (OTDR) Total $20,433.61

Eric Wallace Refunds 25K Threshold $17.00LaMark Foster Refunds 25K Threshold $13.40Tiffany Williams Refunds 25K Threshold $18.40

Refunds Total $48.80

A & A Glove & Safety Co. Safety Expenses 25K Threshold $7,993.64Airgas Safety, Inc. Safety Expenses 25K Threshold $54.47Brandywine Packaging Safety Expenses 25K Threshold $314.77Chums LTD. Safety Expenses 25K Threshold $491.76Grainger Safety Expenses 25K Threshold $53.80Irvine Fire & Safety Safety Expenses 25K Threshold $1,025.00Pendergast Safety Equipment Co Safety Expenses 25K Threshold $2,726.66Stauffer Glove & Safety Co. Safety Expenses 25K Threshold $1,490.15V.E. Ralph & Sons, Inc. Safety Expenses 25K Threshold $308.00

Safety Expenses Total $14,458.25

AccuScreen.com Security/Law Enforcement Costs 25K Threshold $19.70Schneider Electric Security/Law Enforcement Costs DRPA-14-102 $10,442.33

Security/Law Enforcement Costs Total $10,462.03

Republic Services Service Contract - Trash Removal PATCO-13-034 $1,901.81Waste Management of New Jersey, Inc. Service Contract - Trash Removal PATCO-14-001 $1,443.20

Service Contract - Trash Removal Total $3,345.01

Borough of Haddonfield Sewer Water Charges Utility $83.03NJ-American Water Co. Sewer Water Charges Utility $1,099.74Water Revenue Bureau City of Philadelphia Sewer Water Charges Utility $4,867.78

Sewer Water Charges Total $6,050.55

Global Equipment Co. Shop Equipment 25K Threshold $625.76Mc Master-Carr Supply Co Shop Equipment 25K Threshold $603.66Rodio Tractor Sales Inc Shop Equipment 25K Threshold $9,285.00Snap-On Industrial Shop Equipment 25K Threshold $3,962.66U.S. Jetting, LLC Shop Equipment 25K Threshold $247.63

Shop Equipment Total $14,724.71

Bartuk Hose & Hydraulics Shop Supplies 25K Threshold $667.15Gexpro Shop Supplies 25K Threshold $236.94Janel, Inc. Shop Supplies 25K Threshold $2,352.63Lowe's Commercial Services Shop Supplies 25K Threshold $377.60Snap-On Industrial Shop Supplies 25K Threshold $231.00South Jersey Welding Supply Company Shop Supplies 25K Threshold $334.63

Shop Supplies Total $4,199.95

NIGP Subscriptions & Memberships 25K Threshold $425.00Subscriptions & Memberships Total $425.00

Verizon Telephone Expenses Utility $763.11Verizon Business Telephone Expenses Utility $1,466.90

Telephone Expenses Total $2,230.01

Accountants for You, Inc. Temporary Services DRPA-14-092 $17,761.50Perry Resources Temporary Services DRPA-14-092 $25,760.10

Temporary Services Total $43,521.60

Harsco Rail Inspection Track & Signal Equipment 25K Threshold $178.88Track & Signal Equipment Total $178.88

City of Philadelphia Training Expenses 25K Threshold $200.00Environmental Resources Center Training Expenses 25K Threshold $4,306.50

Training Expenses Total $4,506.50

SEPTA Transfer Payments DRPA-95-002 $115,280.20Transfer Payments Total $115,280.20

CycleSafe Transit Enhancements Bicycle Racks 25K Threshold $6,915.00Transit Enhancements Bicycle Racks Total $6,915.00

RAM Industrial Services LLC Transit Vehicles Traction Motor Repairs PATCO-14-028 $33,500.50Sherwood Electromotion Inc. Transit Vehicles Traction Motor Repairs PATCO-14-028 $125,109.00Swiger Coil Systems A Wabtec Company Transit Vehicles Traction Motor Repairs PATCO-14-028 $20,726.65

Transit Vehicles Traction Motor Repairs Total $179,336.15

Gerald Powers Travel Expenses 25K Threshold $17.25John A. DiReigo Travel Expenses 25K Threshold $65.55John Lotierzo Travel Expenses 25K Threshold $108.71

Travel Expenses Total $191.51

Page 3 of 4




American Uniforms Sales, Inc. Uniform Purchases 25K Threshold $211.00Galls Inc. Uniform Purchases 25K Threshold $258.00

Uniform Purchases Total $469.00

ITU AbsorbTech, LLC Uniform Rental & Cleaning 25K Threshold $149.63UniFirst Corporation Uniform Rental & Cleaning PATCO-12-011 $5,074.38

Uniform Rental & Cleaning Total $5,224.01

Williams Scotsman, Inc. Upgrade AFCMS Software 25K Threshold $277.19Upgrade AFCMS Software Total $277.19

Cubic Transportation Systems Upgrade Single Board Computers (SBCs) in AFC Gates and TVMs PATCO-14-039 $98,644.00Upgrade Single Board Computers (SBCs) in AFC Gates and TVMs Total $98,644.00

City Of Philadelphia Wage Attachments 25K Threshold $4,959.81Expertpay Child Support Wage Attachments 25K Threshold $9,814.13Isabel C. Balboa, Trustee Wage Attachments 25K Threshold $380.00New Jersey Family Support Payment Center Wage Attachments 25K Threshold $1,200.00Trust Account of Frank Todoro Wage Attachments 25K Threshold $208.44US Department of Education Wage Attachments 25K Threshold $789.60

Wage Attachments Total $17,351.98

Qual Lynx (Wire Transfers Only) Workers Compensation Costs DRPA-12-098 $186,192.59Workers Compensation Costs Total $186,192.59

Grand Total $4,198,761.01

Page 4 of 4

PURCHASE ORDERS & CONTRACTS

PATCO MONTHLY LIST OF PURCHASE ORDER CONTRACTS - MARCH 2015


A & M Industrial Supply Stores Inventory - Lindenwold 135750 $481.50 25KTHRES

Airgas Safety, Inc. Stores Inventory - Lindenwold 135816 $450.87 25KTHRES

Airgas Safety, Inc. Stores Inventory - Lindenwold 135843 $154.75 25KTHRES

ALL INDUSTRIAL SAFETY PRODUCTS INC Inspection 84170 $149.50 25KTHRES

All Seasons Rental & Repair Snow & Ice Removal 135803 $281.15 25KTHRES

ALLIED ELECTRONICS, INC. Stores Inventory - Lindenwold 135777 $103.72 25KTHRES

American Uniforms Sales, Inc. Purchase Of Uniforms 135765 $78.00 25KTHRES

Ansaldo STS USA, Inc. Stores Inventory - Lindenwold 135827 $3,501.62 25KTHRES

ARBILL INDUSTRIES INC Stores Inventory - Lindenwold 135771 $367.50 25KTHRES

Billows Electric Supply Co. Inc. Stores Inventory - Lindenwold 135773 $218.00 25KTHRES

Billows Electric Supply Co. Inc. Sectionalizing Switch 135850 $631.58 25KTHRES

C.L. PRESSER COMPANY Stores Inventory - Lindenwold 135743 $827.40 25KTHRES

CAMDEN TOOL COMPANY Stores Inventory - Lindenwold 135774 $203.40 25KTHRES

Colonial Electric Supply Co.,Inc. Stores Inventory - Lindenwold 135833 $3,547.65 25KTHRES

Comade, Inc. SAFETY 135785 $147.50 25KTHRES

Construction Specialties, Inc. Stores Inventory - Lindenwold 135739 $107.20 25KTHRES

Coober International AXLE AND WHEEL WORK 135842 $4,600.00 25KTHRES

Cooper Electric Supply Co. Stores Inventory - Lindenwold 135775 $228.00 25KTHRES

Cubic Transportation Systems Stores Inventory - Lindenwold 84166 $580.70 PATCO-14-045


Cubic Transportation Systems Warranty Repair 84168 $0.00 PATCO-14-045





CUMMINS-ALLISON CORP. Dollar/Coin Count Equip. 301585 $3,000.00 25KTHRES

Delaware Valley Truck Service, Inc. Right-of-Way Machinery 135835 $163.00 25KTHRES

DIRECTV Business Service Center TELECOMMUNICATIONS 301542 $43.99 25KTHRES

ECHELON FORD Auto-materials, Oil,& Repairs 135755 $632.70 25KTHRES

ECHELON FORD Auto-materials, Oil,& Repairs 135837 $338.38 25KTHRES

Electronics Connections, Inc. Stores Inventory - Lindenwold 135752 $1,129.04 25KTHRES

INC Steam Cleaner 135838 $350.86 25KTHRES

ERICO, INC Stores Inventory - Lindenwold 135830 $5,308.68 25KTHRES

Franklin Electric Co. Stores Inventory - Lindenwold 135811 $1,088.40 25KTHRES

GALLS INC. Purchase Of Uniforms 135754 $129.00 25KTHRES

Gen El Safety; Industrial Products TRANSIT AMBASADORS 135768 $633.75 25KTHRES

GENERAL CHEMICAL & SUPPLY Stores Inventory - Lindenwold 135810 $395.18 25KTHRES

GKY Industries Stores Inventory - Lindenwold 135792 $317.50 25KTHRES

Global Equipment Co. CAR OVERHAUL, PREP CARS FOR SHIPMENT 135757 $3,628.90 25KTHRES

Global Equipment Co. CAR OVERHAUL, PREP CARS FOR SHIPMENT 135783 $4,194.10 25KTHRES

Grainger Stores Inventory - Lindenwold 135828 $151.50 25KTHRES

Grainger Buildings-elect.-maint. 135851 $626.88 25KTHRES

Graybar Electric Co. Inc. Conductor 135764 $1,447.06 25KTHRES

Graybar Electric Co. Inc. Band Saw 135782 $420.88 25KTHRES

HAMPTON INN Emergency Snow Operations 135763 $400.00 25KTHRES

Homeland Industrial Supply Janitorial Services 135836 $1,303.00 25KTHRES

Hoover Truck Centers Right-of-way Machinery 135808 $294.99 25KTHRES

HOUGH PETROLEUM Auto-materials, Oil,& Repairs 135799 $194.70 25KTHRES

INDCO INC. Stores Inventory - Lindenwold 135741 $1,105.30 25KTHRES

INDCO INC. Stores Inventory - Lindenwold 135770 $555.00 25KTHRES

Indusco, Ltd Stores Inventory - Lindenwold 135769 $2,345.00 25KTHRES

Indusco, Ltd Stores Inventory - Lindenwold 135791 $3,375.00 25KTHRES

ITT Enidine Inc. Stores Inventory - Lindenwold 135849 $14,156.55 PATCO-14-045

JAMAICA BEARINGS INC Stores Inventory - Lindenwold 135748 $1,967.70 25KTHRES

JESCO Right-of-way Machinery 301586 $2,500.00 25KTHRES

Jesco Inc. Right-of-way Machinery 135762 $167.78 25KTHRES

Kaeser Compressors Stores Inventory - Lindenwold 135744 $479.70 25KTHRES

KC Electrical Distributors, Inc. Stores Inventory - Lindenwold 135749 $427.32 25KTHRES

KENNEDY CULVERT & SUPPLY CO. Type "E" Inlet Bicycle Type Grate 135794 $788.00 25KTHRES

CORP. Concrete 135853 $401.88 25KTHRES

Lawson Products Auto-materials, Oil,& Repairs 135801 $802.37 25KTHRES

Liberty Rubber Stamp Co. Stationary Forms, Print 135845 $13.90 25KTHRES

LINDLEY ELECTRIC SUPPLY DC Sectionalizing Switches 135813 $16,410.00 25KTHRES

Lowe's Commercial Services Stores Inventory - Lindenwold 135742 $1,024.34 25KTHRES

Magnus Computers Supervisory Control 135840 $125.00 25KTHRES

MC MASTER-CARR SUPPLY CO Stores Inventory - Lindenwold 135746 $198.88 25KTHRES






MONOGRAMS & MORE Purchase Of Uniforms 135753 $85.00 25KTHRES

MUNICIPAL RECORD SERVICE Stationary Forms, Print 135841 $686.00 25KTHRES

NAPA Auto Parts Auto-materials, Oil,& Repairs 301587 $3,762.42 25KTHRES

NEW PIG CORP Stores Inventory - Lindenwold 135747 $475.20 25KTHRES

Ohio Belting & Transmission Circuit Breaker Maint. 135766 $227.95 25KTHRES

Optima Inc. Purchases 135761 $399.95 25KTHRES

Orr Safety Corporation Stores Inventory - Lindenwold 135740 $696.00 25KTHRES

PC Furniture CAR OVERHAUL, PREP CARS FOR SHIPMENT 135781 $1,575.00 25KTHRES

PENDERGAST SAFETY EQUIPMENT CO Stores Inventory - Lindenwold 135751 $647.40 25KTHRES



Penn-Jersey Machinery, LLC Stores Inventory - Lindenwold 135789 $157.92 25KTHRES

Penn-Jersey Machinery, LLC Stores Inventory - Lindenwold 135815 $188.00 25KTHRES

POWER MODULES INCORPORATED Stores Inventory - Lindenwold 135779 $708.10 25KTHRES

Quik Stitch Embroidery TRANSIT AMBASADORS 135758 $460.00 25KTHRES

Quik Stitch Embroidery Purchase Of Uniforms 135796 $333.50 25KTHRES




Quik Stitch Embroidery Purchase Of Uniforms 135820 $2,352.00 25KTHRES






RAM Industrial Services LLC TRACTION MOTOR REBUILD 84182 $19,971.00 PATCO-14-028

Reflective Apparel Factory, Inc. Purchase Of Uniforms 135767 $1,632.50 25KTHRES

Rumsey Electric Company Sump 135784 $2,555.00 25KTHRES

SAR Automotive Solvent Removal 135848 $537.00 25KTHRES

Sherwood Electromotion Inc. TRACTION MOTOR REBUILD 84171 $20,352.00 PATCO-14-028













SIMCO ELECTRONICS Stores Inventory - Lindenwold 84187 $64.00 25KTHRES



SimplexGrinnell LP Communications 135802 $490.00 25KTHRES

Slate Belt Safety SAFETY 301584 $7,000.00 25KTHRES

SNAP-ON INDUSTRIAL Stores Inventory - Lindenwold 135790 $1,592.00 25KTHRES

SNAP-ON INDUSTRIAL Auto Equipment 135800 $192.46 25KTHRES

SNAP-ON INDUSTRIAL Stores Inventory - Lindenwold 135852 $123.35 25KTHRES

Stauffer Glove & Safety Co. Stores Inventory - Lindenwold 135812 $97.08 25KTHRES

Swiger Coil Systems A Wabtec Company TRACTION MOTOR REBUILD 84190 $15,050.00 PATCO-14-028










Team One Repair, Inc. Stores Inventory - Lindenwold 84183 $862.61 25KTHRES






Terminix Commerical Trash Removal-contract 135798 $500.00 25KTHRES

Tire Corral Auto - TIRES 135809 $1,089.76 25KTHRES



NJ, INC. Stores Inventory - Lindenwold 135776 $438.21 25KTHRES

NJ, INC. Stores Inventory - Lindenwold 135826 $3,188.76 25KTHRES

NJ, INC. Stores Inventory - Lindenwold 135846 $1,371.00 25KTHRES

Twinco Mfg. Co., Inc. Stores Inventory - Lindenwold 135834 $10,500.00 25KTHRES

Uline Stores Inventory - Lindenwold 135745 $146.00 25KTHRES

Uline Stationary Forms, Print 135805 $32.00 25KTHRES

Uline Stores Inventory - Lindenwold 135806 $927.80 25KTHRES

UTC/Rail & Air Sources, Inc. GEAR UNITS 84204 $6,304.53 PATCO-14-015




Utility Relay Company Stores Inventory - Lindenwold 135778 $11,000.00 25KTHRES

W.B. Mason Co., Inc. Purchases 135760 $252.49 25KTHRES

W.B. Mason Co., Inc. Stationary Forms, Print 135807 $342.60 25KTHRES

W.B. Mason Co., Inc. Stationary Forms, Print 135832 $69.99 25KTHRES

Wabtec Global Services Stores Inventory - Lindenwold 135759 $3,667.20 PATCO-14-045

WABTEC Passenger Transit Stores Inventory - Lindenwold 135788 $10,907.25 PATCO-14-045

WILSON CLEANERS & DYERS Purchase Of Uniforms 301583 $250.00 25KTHRES

Xylem Inc. Pump 135797 $1,553.37 25KTHRES

Xylem Inc. Install Watts Street Pump RM Controller 135804 $12,058.00 25KTHRES

Y-Pers, Inc. Stores Inventory - Lindenwold 135839 $3,000.00 25KTHRES

BALANCE SHEET

FINANCE



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Finance Committee Meeting



Commissioners:

Jeffrey Nash, ChairmanWhitney WhiteDenise Mason (via telephone)E. Frank DiAntonio (via telephone)Elinor Haider (via telephone)John Lisko, Esq., Chief of Staff/Chief InvestmentOfficer, Pennsylvania Treasury (via telephone)

Others Present:


Elizabeth Wagenseller, Deputy of External Affairs (forAuditor General DePasquale)

Stephanie Kosta, Esq. (Duane Morris, PennsylvaniaCounsel)

Arnold Alston, Wells FargoCraig Hrinekevich, Wells Fargo

DRPA/PATCO Staff:

John Hanson, Chief Executive OfficerMichael Conallen, Deputy Chief Executive OfficerKristen Mayock, Esq., Acting General Counsel &

Acting Corporate SecretaryStephen Holden, Esq., Deputy General CounselKathleen Vandy, Esq., Assistant General CounselTimothy Pulte, Chief Operating OfficerJames White, Chief Financial Officer

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Toni Brown, Chief Administrative OfficerDavid Aubrey, Acting Inspector GeneralJohn Rink, General Manager, PATCOBennett Cornelius, Assistant General Manager, PATCOKevin LaMarca, Director of Information SservicesAmy Ash, Contract AdministratorBrenda Greene, Claims AdministratorSheila Milner, Administrative CoordinatorElizabeth McGee, Administrative Coordinator

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I N D E X

Page

Roll Call 4

Financial Update 6

Replacement of OPC Network Switches 11

Disaster Recovery and Business Continuity 15Planning Services

Renewal of DRPA/PATCO Commercial Non-Bridge 20Property Policy

Renewal of the PATCO Rolling Stock Property 27Coverage for Rehabilitated Passenger Trains

Broker/Consultant for Health & Welfare 31Program

Exercise of Option Year for Third Party 36Administrator for DRPA and PATCO Workers'Compensation, General Liability andBodily Injury Claims

Adjourn 40

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(9:36 a.m.)

CHAIRMAN NASH: Good morning. Welcome to the

Finance Committee, especially to our new member who is

here with us, today. I think you're going to enjoy

this committee, which we don’t want to tell the other

committees but this the most important.

Right, John?

MR. HANSON: It's the most fun. All the fun

people are on finance.

CHAIRMAN NASH: Let's call the roll for the

committee.

MS. MAYOCK: Chairman Nash?

CHAIRMAN NASH: Here.









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MS. MAYOCK: We have John Lisko for Vice

Chairman Craig.

COMMISSIONER LISKO: Present.

MS. MAYOCK: We have Liz Wagenseller, on

behalf of General DePasquale?

MS. WAGENSELLER: Here.

MS. MAYOCK: Do we have Commissioner Taylor on

the line?

No, okay. We still have a quorum regardless.

CHAIRMAN NASH: Okay, good.

I know Rick had an injury, so I hope he's

recuperating.

And, Denise, this is Jeff, can you call me

after the meeting?

COMMISSIONER MASON: I'm actually on my way to

a meeting, so I can call you this afternoon.

CHAIRMAN NASH: Yeah, that's fine. I'll talk

to you about it.

COMMISSIONER MASON: Okay.

CHAIRMAN NASH: Thanks.

There are six items on today's agenda and we

have a full -- we have a full agenda. I know that

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there are several issues in closed session. But we'll

start with Mr. White, James White, and ask for a

financial update.

MR. WHITE: Thank you, Mr. Chair,

commissioners, and everyone, good morning.

Even though it's April 1st, what I'm about to

speak to you about is true and accurate. I can attest

to these unaudited numbers.

Before I start, I did send out an email on a

couple of things, on Monday. I, again, distributed

the summary that gives you an idea on budgets and on

the various sources of funds just as a reminder,

particularly to some of the new commissioners.

Before I get to the financial results, one of

the things required under the resolution -- the

extension resolution for the Barclays Letter of Credit

-- was for me to provide a summary to the Finance

Committee on various aspects related to that. I did

distribute that on Monday.

In summary, we extended the Barclays Letter of

Credit for three years, starting from March 20, 2015

to March 20 -- or 21, 2018. The amount was

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$138.1 million. As a result of this extension, we are

able to actually get a reduction in the basis points

on the LOC facility fee, which will result in savings

of approximately $95,000 per annum for the next three

years. So, that new LOC is in place.

I provided to the Finance Committee a summary

that basically is our total fees related to the

transaction, including those fees that we had to pay

on behalf of Barclays Bank, which were $12,500. So

that concludes my summary related to the Barclays

Letter of Credit extension.

Anyone have any questions related to that at

all?

Secondly, I want to call to your attention

that, yesterday, we filed or sent out a packet to the

governors and the legislatures, a packet of

information. Per our Compact, by March 31st of every

year, we have to send out what we call the "Governors’

Report". It's a pretty thick document. It includes a

strategic plan. It includes the capital budget. It

includes contracts over $100,000, our financial

statements as of December 31, 2014, and various

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budgets versus actual summaries.

As I mentioned, the hard copy is pretty thick.

But if anyone is interested, I can send to you an

electronic version of this. Just see me after the

meeting and I can accommodate you related to that.

We are presently still moving forward in terms

of a potential swap novation transaction. We are

still working on documents with one particular bank.

But once those documents are finalized, we will be in

a position where, hopefully, we can do a transaction,

or transactions, which will result in us replacing UBS

as our counterparty on our swaps.

It will put the DRPA in a much better position

related to our swap portfolio and give us some

flexibility in terms of early terminations, etc.,

which is something we've been looking to do for a

number of years. So we are making some progress

related to that.

If you will turn to -- hopefully, everyone has

a copy of the document that says "DRPA Unaudited

Financial Summary". I just wanted to be brief since,

as the Chairman mentioned, we do have a fairly

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aggressive agenda, today.

Essentially, and hopefully you have it in

front of you, it should say that as of March 30, 2015,

in terms of traffic and revenues for DRPA, we're ahead

of last year both in terms of traffic and revenues.

One thing we experienced in January of last year was

some snow. We did have some, obviously, this year,

but the impact to us was very minor relative to 2014.

So as you see on the chart, we are 105,000 vehicles

ahead of last January. In terms of toll revenues, we

are roughly $735,000 ahead of last year. Part of the

reason, again, for that is lack of snow in 2014.

In terms of PATCO ridership, we are slightly

below where we were last year in terms of ridership in

net passenger revenues, so we're looking at that

closely; but, we believe we'll be on track to

accomplish or get pretty close to the ridership in

revenue numbers that we forecasted for 2015.

In terms of budget versus actual DRPA traffic

and revenues, we are also ahead of budget both in

terms of the DRPA traffic -- it's 81,000 vehicles

ahead of the budget -- and we are $837,000 ahead of

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the budget through the month of January 2015. That's

a good sign. On the PATCO side, year-to-date, we are

a little bit behind in terms of the budget, 61,000

riders, and $127,000 in terms of net passenger

revenue.

On the DRPA/PATCO budget side, for the first

full month, our unaudited numbers show that we are

around 30 percent below budget; 36 percent on the part

of the DRPA and 22 percent on the part of PATCO. This

is actually better than last year, where we were only

21 percent below in terms of the DRPA budget and PATCO

was 7 percent. Again, at least in terms of PATCO,

part of that is lower expenses related to snow

removal, etc.

In terms of capital expenditures, we're still

approximately where we were last year, $10.8 million

versus $10.8 million for 2015. We had a slight

decrease in the Project Fund, but we still have

$229 million there. The General Fund continues to

grow. It usually grows slower in January, February,

and March, but it continues to grow.

The only other thing, on the second page, I

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just wanted to re-emphasize we did -- you'll see the

yellow line where we did extend the Barclays LOC to

March 20, 2018.

We have received some more updated numbers but

essentially, again, these are -- in terms of budget,

the budget numbers are a little bit closer to -- I

actually have that in front of me. For the month of

February, we're still well under budget. But during

the month of February, that gap between budget versus

actual has decreased.

That concludes my report on the financials.


MR. WHITE: Any questions -- oh, sorry.


Thank you, Jim.

MR. WHITE: Okay. Thank you.

CHAIRMAN NASH: The next item is the OPC

network switch replacement.

Is Kevin here?

MR. LaMARCA: Over here.

CHAIRMAN NASH: Oh, there he is.

MR. LaMARCA: Thank you, Mr. Chairman.

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Good morning, commissioners. For this item,

staff is asking the board to authorize and negotiate a

contract with ePlus Technology for an amount not to

exceed $168,678.50 for the procurement of hardware and

software that operates the Authority's network

infrastructure. This purchase is provided with

pricing under State of New Jersey WSCA Contract

A87720.

I'll give you some background. In 2003 to

2006, we embarked on a very large contract to improve

the local area and wide area networks of the DRPA and

PATCO, in addition to implementing a voice-over IP

network.

Over the past few years, we have started

upgrading some of those facilities. They have been in

place now for a little more than 10 years. This piece

here will be the last piece. It will take care of

replacing the switches at One Port Center, seven

switches on each of the operating DRPA floors. It

will be done with ePlus and with support from Cisco

Technology Systems.

CHAIRMAN NASH: This is under a state

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contract?

MR. LaMARCA: Yes, it is.

CHAIRMAN NASH: Maybe you should tell

generally the procedures for selection of a

contractor, whether it be through a procurement

process or by state contract.

Do you want to review that briefly?

MR. LaMARCA: Yeah, sure. Normally, with the

DRPA, we are allowed to purchase under several

vehicles, either a New Jersey state contract or a

Commonwealth of Pennsylvania contract, or GSA. We can

also go out for bids or request for proposals. In

this case, the vendor that we are dealing with has

provided pricing under the New Jersey state contract

and we have chosen that method.

MR. HANSON: Just to put a little bit of a

finer point on that, the procurement process is

handled by whose contract it is. So if we're under

New Jersey state contract, the state of New Jersey

does the procurement in accordance with all the public

contracting laws. If it's the Pennsylvania state

contract, the procurement is done and the prices are

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arrived at under Pennsylvania procurement laws, with

GSA under the federal laws.

CHAIRMAN NASH: Why did you select this

company under the New Jersey state contract versus

something else?

MR. LaMARCA: We've used them several times in

the past on the other parts of this project as well;

for upgrading the switches, and the voice systems at

each of the facilities, and also for the wide area

network. We're very satisfied with their work.

CHAIRMAN NASH: Is there any similar vendor

that could provide it at less cost?

MR. LaMARCA: Under state contract, no.

Everybody is guided by the same state contract

pricing.

CHAIRMAN NASH: Thank you, Kevin.

Are there any questions for Mr. LaMarca?

Seeing none, we have a resolution.

Would you like that to be put on the agenda?

MR. LaMARCA: Yes, please.

CHAIRMAN NASH: There is a resolution that's

been provided in our packet. I'll take a motion to

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accept this resolution for the full board meeting.



COMMISSIONER WHITE: I'll second.

CHAIRMAN NASH: Second.

All those in favor?

ALL: Aye.


Thank you. That will go on the board agenda

for the April meeting.

Thank you, Kevin.

The next item is the disaster recovery and

business continuity planning services.

Kevin?

MR. LaMARCA: Yes, thanks.

For this item, we're asking the board to

authorize staff to negotiate a contract with Grant

Thornton LLP for an amount not to exceed $108,675, for

disaster recovery and business continuity planning

services. For this one, pricing has been provided

under the GSA Contract DS-35F-5461H.

The purpose of this is to provide the

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Authority with an engagement that will help to ensure

the availability and recoverability of key business

processes and technology systems that support them in

the event of a disaster.

To give you some background, in an effort to

improve the DRPA and PATCO's ability to address any

disaster and continuity of business requirements, we

are engaging with Grant Thornton on a multiphase

project. This engagement will cover the first phase

of the project.

During this phase, we will conduct a business

impact analysis where we will determine our recovery

time objectives and recovery point objectives with

each business unit. Additionally, we will produce a

risk assessment which will determine how well the

existing infrastructure supports the RTOs and RPOs.

The third part of this engagement will cover

technology assessment, which evaluates our systems

that support the RTOs and RPOs. The final part will

produce a roadmap of our strategy to address the needs

determined in the previous three parts.

Future engagements will address mitigation

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activities, implementing technology capabilities,

disaster recovery and business continuity plans, and

the testing of those plans. We will return back to

the board for those future phases.

CHAIRMAN NASH: Have you done this before?

MR. LaMARCA: No. What we have done in the

past is we've had disaster recovery services with

SunGard. I've come to the board for renewal of our

contract with SunGard.

CHAIRMAN NASH: What prompted this contract?

MR. LaMARCA: What promoted this contract; we

have some needs within the department as far as our

software and hardware infrastructure that supports our

backup environment. And also, we would like to reach

out to all the business units and determine what their

risks are in their business unit so we can have a

better strategy in place for backing up and restoring

in the event of a disaster.


COMMISSIONER LISKO: I'll just offer up that

Treasury went through this process about three or four

years ago and SunGard was our provider. The

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alternative solution we came up with saved us over six

figures a year. So it's a good thing to check into

it. It's not exactly great for SunGard, but it was to

the benefit of Treasury, so I wouldn't be surprised if

you find the same thing here.

CHAIRMAN NASH: You support this?

COMMISSIONER LISKO: Yes.

Are there any other questions? Jim?

MR. WHITE: Just to clarify, and I just

noticed this, for both the resolution before and for

this one, it should read as a source of funds, the

2013 revenue bonds. And it can also have the general

fund. But I just wanted bring to the attention the

source of funds should be adjusted a little there.

CHAIRMAN NASH: Do we need to amend the

resolution by vote or anything?

John?

MR. HANSON: I don't think --

MS. MAYOCK: We can add that in before we vote

on it, on the 15th.

MR. HANSON: We can put it on the file.

CHAIRMAN NASH: Okay. Are there any other

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questions for Mr. LaMarca?

I see none. I'll take a motion to place this

resolution on the agenda for the April 15th meeting.


CHAIRMAN NASH: Is there a second, please?

Sorry -- no. April Fool's?

COMMISSIONER WHITE: Yeah, seconded.

CHAIRMAN NASH: We have a motion and second.

All those in favor?

ALL: Aye.


Okay, thank you. That will be on the agenda.

MR. PULTE: Kevin, excuse me. Do you want to

mention what we're building at the Commodore Barry?

MR. LaMARCA: Well, that was a separate

resolution.

MR. PULTE: Yeah, but just for the benefit of

the committee.

MR. LaMARCA: Yeah, sure. We're also in the

process, as Tim just mentioned, it was approved by the

Board last year; we're building our own backup

disaster recovery center down at the Commodore Barry

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Bridge. With the help of the staff of the Commodore

Barry, we'll be able to replicate and duplicate our

current environment here at the Commodore Barry

Bridge.

Hopefully, the plan is, in conjunction with

these planning services and that disaster recovery

center down at the CBB, we'll be able to break away

from SunGard and manage everything ourselves, and save

considerable expense.

MR. HANSON: And what you're doing there is in

case we ever cannot access this building.

MR. LaMARCA: Correct.

CHAIRMAN NASH: All right. Thank you, again,

Kevin.

The next item is the renewal of the DRPA/PATCO


Let me compliment Ms. Brown on finding

chartreuse in the color, in the model. I didn't know

we had that many colors available to us in the print

shop.

MS. BROWN: Yes, it continues to grow. Yes.

CHAIRMAN NASH: But that's very impressive.

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Anyway, Toni?

MS. BROWN: Yes, thank you. Good morning,

commissioners. And for the benefit of those

commissioners who are new to the Finance Committee, I

wanted to let you know that whenever I bring renewals

to your attention, for your consideration, I like to

bring these oversized schematics to you so that you

can see all of the policies at a glance.

And so, today, the two policies that I am

going to be referring to are part of our traditional

property and casualty program, including pollution

legal liability. So you have that big schematic in

front of you.

The policy that I am going to be speaking

about first is the commercial and non-bridge property

policy. It is, again, part of this program.

CHAIRMAN NASH: Which color is that?

MS. BROWN: Yes, it is over here. I guess

this is the chartreuse over here. It is over to the

right and it is the second one from the right.

CHAIRMAN NASH: Thank you.

MS. BROWN: I will say that the broker, first

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of all, for this program is Aon. All of these

policies that you see on this spreadsheet or on this

schematic are placed for us net of commission. They

receive an annual fee from us for $129,000 and we pay

that in quarterly installments of $32,250.

Now, for reasons that I'm going to discuss in

Executive Session, there are these two policies that

I'm getting ready to speak about. One expires in June

and one expires in August; we're looking to get their

expiration dates moved to December 31, 2015.

The current carrier on this policy, the

commercial non-bridge policy, is Affiliated FM Global.

The policy does expire on August 1, 2015. This policy

covers all of our non-bridge assets, which would

include this building, One Port Center, PATCO

buildings and garages, and the surrounding bridge

facility buildings, so for instance, all of the

administration buildings at the various bridges. In

2014, the policy coverage was based on a blanket loss

limit of $521,396,978.

The second schematic that I have provided to

you, it looks like this.This provides you with all of

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the deductibles and coverage information. So I won't

go through all of that with you.

The broker, Aon, has recommended that we trend

the value of our real property, the buildings, and

also our personal property, which would be furniture,

office equipment, computers and equipment, and other

items like that. So to trend the real property by

2.9 percent and to trend the personal property values

by 1.6 percent; by doing that, that increases the

overall blanket loss limit by $12.2 million, a little

over $12.2 million, bringing the new total blanket

limit to $533 million, a little over $533 million.

Now, despite the overall increase in the

blanket loss limit, which is a good thing for us, the

current carrier has agreed to lower the rate, so to

take the rate from .0595 cents to .0584 cents for a

16-month policy. If you approve this, then this would

give us a chance to lock-in on this rate for a 16-

month period, which is what our broker recommends. If

approved, the existing policy would be converted from

a 12-month policy to 16 months, and it would bring us

to that December 31, 2015, expiration date; we're

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trying to get as many of our policies on one

expiration date for ease of administration.

The premium for this 16-month term would be

$456,479; the new term would be August 1, 2015 to

December 31, 2016. It's our broker's recommendation

that we take this proposal for 16 months and staff

supports that recommendation as well.

CHAIRMAN NASH: Let me try to understand what

you're saying. So the current policy ends this

August?

MS. BROWN: This August.

CHAIRMAN NASH: And your recommendation is to

take it from that August to the December 16 -- I'm

sorry -- December 2016.

MS. BROWN: That's right.

CHAIRMAN NASH: And they'll do that for less

money?

MR. HANSON: More coverage and less money.

MS. BROWN: Yes. They're going to give us a

lower rate in terms of cents for locking in for the 16

months. And we would like to take advantage of that

rate. And now we're getting a higher blanket loss

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limit, also, because we have trended the value of the

real property, as well as the personal property.

CHAIRMAN NASH: And that sounds great; except

how does that affect us in terms of our requirement

that we have to procure policies? Don't we have to go

out to bid every time we do a policy renewal?

MS. BROWN: Well, they have -- this is our

current.

CHAIRMAN NASH: Is this an extension?

MS. BROWN: This would be an extension, okay,

and so this is a renewal extension.

CHAIRMAN NASH: Okay. No other questions.

So we're extending the policy, getting it on

target with our other policies, and doing it for less

money.

MS. BROWN: And more coverage.

CHAIRMAN NASH: Right, and increased coverage.

MS. BROWN: Exactly. You'll understand a

little bit more in Executive, but the key thing is we

are getting more coverage.


MS. BROWN: For less. The rate is lower. And

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we're locking it in, in case there is something else

that happens out here that would cause rates to

increase.


MS. MAYOCK: Did somebody else just join us on

the phone?

MS. KOSTA: Yes. This is Stephanie Kosta in

Pennsylvania, counsel for the Committee.

MS. MAYOCK: Okay. Thanks, Stephanie. Audit

is set for 11. You're a little early, but welcome to

Finance.

MS. KOSTA: Thanks.

MS. MAYOCK: Sure.

MR. HANSON: That's great work on that, Toni.

CHAIRMAN NASH: As always. And the charts are

-- I kid about the colors, but it is for someone who

needs colors to understand what you're doing; this is

very helpful. So thank you, Toni.

MS. BROWN: You're welcome.

So here is the second policy, if I may?

CHAIRMAN NASH: Do we need to pass the

resolution first?

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MS. MAYOCK: Yes, we do.

MS. BROWN: Yes, sorry.

CHAIRMAN NASH: I'll take a motion on the

policy that Toni was just speaking to us about, the


Is there a motion to accept that

recommendation or that resolution?

COMMISSIONER WHITE: Moved.

MR. LISKO: Second.

COMMISSIONER MASON: So moved. This is

Commissioner Mason.

CHAIRMAN NASH: All right, Denise, thank you.

There has been a motion and second.

All those in favor?

ALL: Aye.


So that resolution is now going to be on the

April 15th agenda.

MS. BROWN: Yes.

CHAIRMAN NASH: And you have another policy

you want to discuss?

MS. BROWN: Yes. The second policy, again, is

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part of the traditional program. It is to the very

far right. It's your PATCO rolling stock policy.

It's in purple.

Last year, you'll recall that the board

authorized for the first time the placement of this

coverage. This covers the PATCO rail cars -- not the

automobiles -- the rail cars. And the current policy

runs from June 18, 2014 to June 18, 2015. This

policy, again, was placed by Aon, net of commission,

with Ace American Insurance Company. The policy

premium was for $167,820, and that was excluding the

New Jersey PLIGA tax.

We were required to make this payment in full

at the time the policy was placed, so we made the

payment. The policy is subject to audit at the end of

the policy term. Had we received any cars, we would

have had -- the policy would have been audited this

June.

Under the terms of the policy, we are required

to pay a certain minimum earned premium. And that

minimum earned premium is $41,944. So no matter what

number of cars we receive, we would have had to pay at

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least $41,944. In 2014, we did anticipate that we

would receive 52 rehabilitated PATCO cars and we have

not yet received those. So as a result, we now have a

credit, a premium credit of $125,876.

We are expecting that we are going to receive

44 rehabilitated cars between March 31st of 2015 and

December 31st of 2015. Again, in order to bring this

policy to a December 31, 2015 expiration date, our

broker asked Ace American Insurance to quote a

short-term renewal policy taking us from June 18,

2015, when it would have expired, to December 31,

2015; and that would bring this policy in line with

all of the other policies.

The premium for this short-term extension

would be $121,169. However, because we have a credit

of over $125,000, and there is nothing to audit at

this time, the short-term -- the premium for the

short-term extension will be zero dollars. And then

the almost $5,000 credit that the company is holding,

they'll continue to hold it until there is an audit at

the end of the December 31, 2015 term.

So it's at this point Aon recommends, and

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staff agrees, that we accept the short-term extension

policy that's been offered by Ace American, effective

June 18, 2015 through December 31, 2015, at zero

premium, and the understanding that the terms and

conditions that exist right now would continue to

exist under the short-term policy extension.

Again, it is staff's recommendation that we

accept this short-term extension proposal and that we

submit this to the board for consideration on

April 15th.


So one is going down; the other one is zero.

So far, so good. Let's see about the next two.

Is there a motion to accept this resolution?





ALL: Aye.


That will also be on the April 15th agenda.

MS. BROWN: Thank you.

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CHAIRMAN NASH: Two for two.

Next?

MS. BROWN: Okay. So, the last one has

nothing to do with the schematic in front of you.

This has to do with our broker consultant for our

health and welfare program. This is the broker that

places our medical and prescription coverage for our

active, benefit-eligible employees (and) for our

retirees. The broker also places the dental and the

vision coverages, the short and long-term disability

policy, and group life. Also, helps us get our

employee assistance program vendor and our third-party

administrator for benefits.

Currently, our broker is Gallagher Benefit

Services. That's a firm -- it's a national firm, but

it's headquartered in Mount Laurel, New Jersey. The

Board appointed Gallagher three years ago after a

competitive selection process. The initial term was

for a two-year period with an option to extend the

contract for an additional one year at DRPA's sole

discretion.

Because we had been very pleased with the

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services provided by Gallagher, we chose to exercise

that one-year option and the existing agreement will

now expire on September 24, 2015. We issued an RFP on

January 12, 2015. In addition to posting that RFP on

our website, we also posted it -- it was printed in

the Business Insurance periodical and also placed on

that periodical's website.

Two firms submitted proposals for our

consideration, the Gallagher firm, which is the

incumbent, and also Alamo Insurance Group, a firm

located out of North Jersey. The Staff Review

Committee consisted of four individuals; our director

of risk management and safety, our acting insurance

administrator, a project analysis in the Office of the

CAO, and myself. We were interviewed by the acting

inspector general, David Aubrey, and we were cleared

of any personal conflicts and then, therefore, deemed

to be able to proceed with the process.

The contract administration department managed

the process. Amy Ash is here with us and she was over

the process. The review team evaluated the two

proposals on the basis of technical merit and, after

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careful consideration, deemed that Gallagher was the

top technically ranked firm.

The review team was impressed with a number of

the credentials that Gallagher brought to the table,

and many of those are outlined for you in the summary

statement. But I would like to highlight just a few

of those for you this morning.

First of all, Gallagher does enjoy a

longstanding relationship with many of the national

carriers, which gives them a lot of leverage when it

comes to placing coverage on our behalf. They have a

very large public sector practice, so they are very

familiar with our need to be transparent. The account

would continue to be serviced by four highly qualified

professional individuals. And although it is a

national company, the account would still be serviced

by professionals in Mount Laurel and also in

Philadelphia.

There are many other things that Gallagher has

done for us that have been very beneficial. But I

will say that they have been particularly helpful when

it comes to the renewal timelines, making sure that we

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stay on course, and also providing compliance guidance

with respect to the federal Affordable Care Act.

There would be no learning curve with them because

they know us very well.

Now, last year, they recommended -- or the

year before last, they recommended moving to

AmeriHealth, which saved us over $1.5 million with

that move. They also successfully negotiated a

second-year rate cap letter with AmeriHealth, which

saved us quite a bit last year and provided us with

some critical rate stability.

CHAIRMAN NASH: Toni, can I just interject?

You had me at hello.

MS. BROWN: Great, great. All right. So I'll

move it along.

CHAIRMAN NASH: I mean, we could go on and on,

but --

MS. BROWN: I'll move it along.

CHAIRMAN NASH: I'm assuming you're

recommending them?

MS. BROWN: I am.

CHAIRMAN NASH: Yeah, okay. I wouldn't know

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that.

MS. BROWN: They are highly qualified.

CHAIRMAN NASH: What was the price

differential with Alamo?

MS. BROWN: Yes, okay. Well, they were at

$135,000, this is the Gallagher group. They've gone

up $10,000. The Alamo group was $238,716.

CHAIRMAN NASH: Oh, well, this is a

no-brainer.

MS. BROWN: See, it's three for three.

CHAIRMAN NASH: Well, I do appreciate it, and

especially for the record. I think it's important

that you provide that.

MS. BROWN: Yes.

CHAIRMAN NASH: But we do have to move on so I

can have dinner. So I'll take it that there is a

resolution for the April 15th meeting.

Is there a motion to adopt?





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ALL: Aye.

CHAIRMAN NASH: So that is approved.

MS. BROWN: I'm done.

CHAIRMAN NASH: Sorry. All right.

Are there any other items for the open agenda?

MS. MAYOCK: Yes, one more item. It's on your

agenda, the exercise of the option year for the third-

party administrator.

CHAIRMAN NASH: Yeah, I didn't see that on my

script. I maybe have an old script that I'm working

from. I have that, yeah, I thought that might go into

closed session.

But it's -- there is a resolution for the

exercise of an option year for the third-party

administrator for DRPA and PATCO workers'

compensation, general liability, and bodily injury

claims.

Is that yours, Toni?

MS. MAYOCK: That will be mine.

CHAIRMAN NASH: Okay, I'm sorry.

MS. MAYOCK: That's okay. I'm sorry you don't

have the updated script in front of you.

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Staff is seeking authorization to accept the

existing contract with Qual-Lynx. It's a renewal for

the additional option year. We're seeking permission

to use discretion as to whether to exercise the second

option year.

Qual-Lynx is our third-party claims

administrator; it processes our workers' compensation

and general liability claims. With us here this

morning is our Claims Administrator, Brenda Greene.

If anybody has specific questions about this, Brenda

is our go-to for this information.

After a competitive process in 2012, the board

approved Resolution DRPA-12-098, which accepted

Qual-Lynx's proposal for their TPA services for a

5-year term, for an amount not to exceed $415,450.

Three of those five years have passed, thus far. The

contract automatically renewed on February 1st.

However, we have the ability to terminate now at any

time with 30 days written notice.

We are seeking authorization to exercise

Option Year 1 from the Board. That amount is $85,100

for Year 4. And then, we are also seeking the

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discretion from this board to potentially exercise

Option Year 2 in the amount of $87,700. We are

shortly going out for an RFQ for our TPA services. We

may make a determination to stay with Qual-Lynx, if

it's in the best interest of the Authority to lock in

these rates, or we may find that there is a preferable

vendor out there.

So we're seeking the board's authorization to;

one, lock in the Option Year 4; and have the

discretion for Option Year 5.

CHAIRMAN NASH: Are you happy with their

services?

MS. MAYOCK: We are somewhat happy with our

services with Qual-Lynx. We think it's very possible

we may be able to do better and we want to see what's

out there.

Brenda, did you have anything you wanted to

add?

MR. GREENE: We've been with them for quite a

long time, since the mid-90s. But three years ago, we

did exercise our option to send an RFP out. We chose

them again from the financial offers. But I do think

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we could do better with the service.

CHAIRMAN NASH: I'm glad you're challenging

them. I think that's important.


CHAIRMAN NASH: Any other questions?

All right, seeing no other questions, I'll

take a motion to move this proposed resolution to the

April 15th meeting.





ALL: Aye.


Okay, so that will go on the agenda as well.


CHAIRMAN NASH: I appreciate that.

Any other items for open session?

Seeing none, I'll have a motion to go into

executive session. The decisions made in executive

session will be made public when the issues are

resolved.

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Is there a motion to go into executive

session?




ALL: Aye.


Okay, so we are now in executive session.

(Adjourn to executive session)

CHAIRMAN NASH: We are back in open session.

I'll have a motion to adjourn.



Chairman Nash: All those in favor?

ALL: Aye.

CHAIRMAN NASH: We are adjourned.

(Whereupon, at 10:14 a.m., on Wednesday, April

1, 2015 the meeting adjourned.)

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Finance Committee on April 1, 2015, held as herein





SUMMARY STATEMENT

ITEM NO.: PATCO-15-007 SUBJECT: Renewal of the PATCORolling Stock Property Coveragefor Rehabilitated Passenger Trains

COMMITTEE: Finance



PROPOSAL: That the Board authorizes staff to bind the coverage for the renewal of thePATCO Rolling Stock Property policy covering the rehabilitated passengertransit cars.

This policy is placed by our Broker/Consultant, Aon Risk Services, net ofcommission. Pursuant to DRPA-12-066, Aon is paid a fixed annual service feenot-to-exceed $129,000 payable, in quarterly installments of $32,250.

For purposes of administration, staff recommends that we extend the existingpolicy term from 6/18/2015 to December 31, 2015.

PURPOSE: To reduce the Authority’s exposure to risk by insuring against propertydamage losses to the fleet of rehabilitated PATCO passenger transitcars.

BACKGROUND: PATCO 14-021 authorized staff to bind property coverage for the PATCOrehabilitated passenger transit cars with ACE American Insurance Companyeffective June 18, 2014 to June 18, 2015 for the annual premium of $167,820including TRIA. The total annual premium is $169,331 when including theNJ Property-Liability Insurance Guaranty Association (PLIGA) tax. Thepolicy is auditable based on actual rail car delivery and is subject to aminimum premium of $41,944

The Rolling Stock Property policy for the PATCO transit cars providescoverage against direct physical loss in the event of, amongst other perils – fire,flood, explosion, collapse, theft or theft damage, and terrorism. The limit ofinsurance is $100,000,000 Rolling Stock (loss limit would re-set with each

SUMMARY STATEMENT Renewal of the PATCOFinance 4/1/2015 Rolling Stock Property Coverage

for Rehabilitated Passenger Trains

claim). This limit was developed based on the maximum value of railcars in theyard at any one time (108 rail cars).

The policy also includes:$10,000,000 – Flood Limit for Zone A$ 25,000,000 – Limit for All Other Flood Zones

Deductibles:$100,000 except$250,000 Flood (non-Zone A)$500,000 Zone A Flood$250,000 Earth movement and a $250,000 Named Storm deductible

In 2014, it was anticipated that fifty-two (52) rehabilitated rail cars would beaccepted and delivered during the policy term. The policy premium of $167,820(excluding NJ PLIGA tax) was based upon this estimated delivery schedule.However, the stream of transit rail car deliveries was zero (0) in 2014.Therefore, the minimum policy premium of $41,944 applies for the currentpolicy term, 6/18/2014-6/18/2015. This leaves a premium credit balance of$125,876 ($167,820 - $41,944) to be applied to the renewal policy.

Forty-four (44) rehabilitated rail cars are projected to be delivered and acceptedby PATCO between March 31 and December 31, 2015. In order for the transitrail cars to be conditionally accepted, they must pass a defined series of tests,which are currently in progress.

Aon requested ACE American Insurance Company offer a renewal extensionbased on the expiring terms and conditions, for a term of 6/18/2015-12/31/2015.ACE offered an extension policy from 6/18/2015-12/31/2015 for the estimatedpremium of $121,169, (including TRIA and NJ PLIGA tax ), and net ofcommission.

With the premium credit balance from the current policy, the net premiumcharge to the Authority is $0 for the extension term of 6/18/2015 to 12/31/2015:

$125,876 Premium credit from policy term 6/18/2014-6/18/2015 less- $120,837 Estimated renewal term premium 6/18/2015-12/31/2015

(less NJ PLIGA tax)$ 5,309 Premium credit due DRPA

(Because the policy is auditable upon expiration on 12/31/2015, no returnpremium will be due at this time as the policy is auditable)

SUMMARY STATEMENT Renewal of the PATCOFinance 4/1/2015 Rolling Stock Property Coverage

for Rehabilitated Passenger Trains_________________________________________________________________________________________

Aon recommends that we accept the extension policy proposal offered by ACE,effective June 18, 2015 to December 31, 2015 for $0 premium. The terms andconditions will remain as expiring. The premium will be audited uponexpiration based on actual rail car delivery dates during the policy term.

SUMMARY: Amount: Estimated term premium $0(auditable based on actual rail car delivery)

Source of Funds: General FundsCapital Project #: N/AOperating Budget: DRPA Risk Mgt. C/E #8Master Plan Status: N/AOther Fund Sources: N/ADuration of Contract: 6/18/2015-12/31/2015Other Parties Involved: Aon and ACE American

PATCO-15-007Finance: April 1, 2015

Board Date: April 15, 2015Renewal of the PATCO Rolling Stock

Property Coverage for Rehabilitated Passenger Trains

RESOLUTION

RESOLVED: That the Board of Commissioners authorizes staff to accept the extended policy termquote from incumbent, ACE American Insurance Company, for the PATCO RollingStock Property Policy, for the policy term of June 18, 2015 – December 31, 2015, ata $0 premium charge; and be it further

RESOLVED: That the Board of Commissioners recognizes that the final premium for the policyterm of June 18, 2015- 12/31/2015 is estimated until the final audit upon policyexpiration. The audit will be based upon the actual number of rail car deliveriesduring the policy term; and be it further

RESOLVED: That the Chairman, Vice Chairman and the Chief Executive Officer must approveand 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 Chairmanand Chief Executive Officer and if thereafter either the Chairman or ViceChairman is absent or unavailable, the remaining Officer may execute thesaid document(s) on behalf of DRPA along with the Chief Executive Officer. If boththe Chairman and Vice Chairman are absent or unavailable, and if it is necessary toexecute the said document(s) while they are absent or unavailable, then the ChiefExecutive Officer shall execute such documents on behalf of DRPA.

SUMMARY: Amount: Estimated term premium $0(auditable based on actual rail car delivery)

Source of Funds: General FundsCapital Project #: N/AOperating Budget: DRPA Risk Mgt. C/E #8Master Plan Status: N/AOther Fund Sources: N/ADuration of Contract: 6/18/2015-12/31/2015Other Parties Involved: Aon and ACE American

OPERATIONS & MAINTENANCE

SUMMARY STATEMENT

ITEM NO. PATCO-15-008 SUBJECT: Installation of New Serversand Support Devices for the AutomatedFare Collection System




PROPOSAL: That the Board authorizes staff to negotiate a contract with ePlusTechnology, Inc. to install new servers and related services for theAutomated Fare Collection System. Pricing is in accordance with NJState Contracts.

Amount: $ 266,629.30

Firm: ePlus Technology, Inc.Mount Laurel, NJ

PURPOSE: To provide a new server environment for the Automated FareCollection System and to support the migration of the current AFCapplications to the new environment.

BACKGROUND: PATCO is currently undergoing a comprehensive update of theAutomated Fare Collection Central System. The current serverenvironment is over 5 years old and has reached its end-of-life. Thecontractor will assist with the installation of 10 HP Servers, 2 Nexus9000 service switches and perform site readiness assessment ensuringhardware and environment is ready for the migration of the AFCdata. Contract includes the basic set up of site, configuration ofnetwork and NetApp failover testing. Breakdown of project is below:

Servers and Storage $242,129.30Consulting 24,500.00Grand Total $266,629.30

Pricing is in accordance with NJ State Contracts # 87720, #75585 and#70262.

SUMMARY STATEMENT -- 2 - Installation of New ServersO&M: 4/8/2015 and Support Devices for the

Automated Fare Collection System

SUMMARY: Amount: $ 266,629.30Source of Funds: 2013 Revenue BondsCapital Project #: TE1204Master Plan Status: N/AOther Fund Sources: N/ADuration of Contract: 1 yearOther Parties Involved: N/A

PATCO-15-008Operations & Maintenance: April 8, 2015

Board Date: April 15, 2015Installation of New Servers and Support Devices for the

Automated Fare Collection System

RESOLUTION

RESOLVED: That the Board of Commissioners of the Port Authority TransitCorporation authorizes staff to negotiate a contract with ePlus,Technology, Inc. whereby ePlus Technology will install new serversand network support devices for PATCO’s Automated FareCollection System in the amount of $266,629.30 per the attachedSummary Statement; and be it further

RESOLVED: The Chair, Vice Chair and the President must approve and arehereby authorized to approve and execute all necessary agreements,contracts, or other documents on behalf of PATCO. If suchagreements, contracts, or other documents have been approved by theChair, Vice Chair and President and if thereafter either the Chair ofVice Chair is absent or unavailable, the remaining Officer mayexecute the said document(s) on behalf of PATCO along with thePresident. If both the Chair and Vice Chair are absent orunavailable, and if it is necessary to execute the said document(s)while they are absent or unavailable, then the President shall executesuch documents on behalf of PATCO.

SUMMARY: Amount: $ 266,629.30Source of Funds: 2013 Revenue BondsCapital Project #: TE1204Master Plan Status: N/AOther Fund Sources: N/ADuration of Contract: 1 yearOther Parties Involved: N/A

SUMMARY STATEMENT

ITEM NO. PATCO-15-009 SUBJECT: PATCO Ticket VendingMachine Multi-language Conversion




PROPOSAL: That the Board authorizes staff to negotiate a contract with CubicTransportation Systems, Inc. to change the Automated FareCollection Ticket Vending Machine software to include the followinglanguages: Russian, Korean, Vietnamese and traditional Chinese.

Amount: $ 443,071.00

Firm: Cubic Transportation Systems, Inc.San Diego, CA

PURPOSE: The purpose of this contract is to upgrade the current Ticket VendingMachine software to add additional languages to meet Federal TransitAdministration Limited English Proficient guidelines.

BACKGROUND: Under Title VI requirements and guidelines for Federal TransitAdministration recipients, transit operators must take reasonablesteps to ensure that Limited English Proficient (LEP) persons havemeaningful access to transit programs and activities. This means thatpublic participation opportunities normally provided in English,should be accessible to persons who have a limited ability to speak,read, write or understand English. The Ticket Vending Machine isthe primary method for customers to buy or load fare products toenter the system. The current TVM software configuration offerEnglish and Spanish translations of all the screens.

Safe Harbor provisions require written translations of vitaldocuments for each LEP group that meets the threshold of the lesserof 5% or 1,000 individuals. Vital documents include screens on thevending machines to buy fare products necessary to enter the system.Per the U.S. Census Bureau American Community Survey, 2006-2010in the PATCO service area, the following languages must be includedin the LEP plan: Spanish, Korean, Russian, Chinese (standard) andVietnamese. The current TVM configuration only includes anEnglish-Spanish translation. Therefore, the TVM software must beupdated to include Korean, Russian, Chinese (standard) andVietnamese.

SUMMARY STATEMENT -- 2 - PATCO Ticket Vending MachineO & M: 4/8/15 Multi-language Conversion

Cubic Transportation Systems is the current manufacturer/integratorof PATCO’s AFC system and the TVM software is proprietary. Allchanges to TVM software must be performed and certified by CubicTransportation Systems. Staff has reviewed and evaluated Cubic’sproposal and determined it to be fair and reasonable.

SUMMARY: Amount: $ 443,071Source of Funds: 2013 Revenue BondsCapital Project #: TE15XXMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: 1 yearOther Parties Involved: N/A

PATCO-15-009Operations & Maintenance: April 8, 2015

Board Date: April 15, 2015PATCO Ticket Vending Machine

Multi-language Conversion

RESOLUTION

RESOLVED: That the Board of Commissioners of the Port Authority TransitCorporation authorizes staff to negotiate a contract with CubicTransportation Systems whereby Cubic will upgrade PATCO’sTicket Vending Machine software to include four additionallanguages in the amount of $443,071 per the attached SummaryStatement; and be it further

RESOLVED: The Chair, Vice Chair and the President must approve and arehereby authorized to approve and execute all necessary agreements,contracts, or other documents on behalf of PATCO. If suchagreements, contracts, or other documents have been approved by theChair, Vice Chair and President and if thereafter either the Chair ofVice Chair is absent or unavailable, the remaining Officer mayexecute the said document(s) on behalf of PATCO along with thePresident. If both the Chair and Vice Chair are absent orunavailable, and if it is necessary to execute the said document(s)while they are absent or unavailable, then the President shall executesuch documents on behalf of PATCO.

SUMMARY: Amount: $443,071Source of Funds: 2013 Revenue BondsCapital Project #: TE15XXMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: 1 yearOther Parties Involved: N/A

KFI

SUMMARY STATEMENT

ITEM NO.: PATCO-15-010 SUBJECT: Service ContractModifications




PROPOSAL: That the Board authorize the execution of service contractmodification(s) to certain contract(s) for PATCO project(s) and thatthe Board amend the original approved Resolution.

PURPOSE: To approve contract modifications in the amounts and times set forthherein for the identified PATCO projects and to assure that theservice contract reflects the actual Board approved project costs.

BACKGROUND: PATCO is presently undertaking several service contracts previouslyapproved by the Board. During the course of the project(s) identifiedin the Attachment (attached hereto and made a part hereof), PATCOhas determined that conditions affecting each project require contractmodification adjusting the scope of work/contract items,compensation, and/or the time to perform the contract work as setforth in the Attachment.

PATCO staff requires a modification with Acadaca, LLC, to increasefunding not to exceed $25,000 for the remainder of the contract termto allow necessary upgrades to the web application to continuetransfer of data with the upgraded Automated Fare CollectionSystem. This upgrade is necessary due to the upgrade in the Nextfareand CPA software. These upgrades are in the Capital Budget underproject TE-1204.

SUMMARY: Amount: See AttachmentSource of Funds: 2013 Revenue BondsCapital Project#: TE-1204Operating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: See AttachmentOther Parties: N/A

PATCO-15-010Operations & Maintenance Committee: April 8, 2015

Board Date: April 15, 2015Service Contract Modifications

RESOLUTION

RESOLVED: That the Board hereby authorizes the execution of contractmodifications to the contracts identified in the Attachment in suchamounts and/or times set forth therein; and be it further

RESOLVED: That the Chair, Vice Chair and the President must approve and arehereby authorized to approve and execute all necessary agreements,contracts, or other documents on behalf of the PATCO. If suchagreements, contracts, or other documents have been approved by theChair, Vice Chair and President and if thereafter either the Chair orVice Chair is absent or unavailable, the remaining Officer mayexecute the said document(s) on behalf of PATCO. If both the Chairand Vice Chair are absent or unavailable, and any agreement oragreements need to be executed during their absence, then thePresident may execute on behalf of PATCO.

SUMMARY: Amount See AttachmentSource of Funds: 2013 Revenue BondsCapital Project#: TE-1204Operating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: See AttachmentOther Parties: N/A

ATTACHMENT

April15, 2015

Summary of Contract Change Modifications

ApprovedResolution Title

Consultant/Contractor

Summaryof Request

CurrentContract/

AgreementAmount

ChangeModification

Amount

AdjustedContract

AgreementAmount Duration

PATCO-13-018 Hosting of PATCOAFC SystemWebsite

Acadaca,LLC

Additional fundingto accommodateupgrade to webprogramminginterface toaccommodateupgrade toAutomated FareSystem

$338,968.00 Not toExceed$25,000

$363,968.00 17 Months(Remainderof contract)*Contractwill expireon 9/30/16.

SUMMARY STATEMENT

ITEM NO.: PATCO-15-011 SUBJECT: 2015 City to Shore Bike MSEvent at Woodcrest Station




PROPOSAL: That the Board permit DRPA/PATCO to provide support services forthe City to Shore Bike MS event on October 2, 3 and 4, 2015 at thePATCO Woodcrest Station with the net costs to be reimbursed by theNational Multiple Sclerosis Society.

Amount: $15,000 (estimated)(to be reimbursed by National Multiple SclerosisSociety)

PURPOSE: To obtain Board approval for National Multiple Sclerosis Society toprepare for and hold its 2015 City to Shore Start and Finish atWoodcrest Station and for DRPA/PATCO to provide support servicesfor traffic control and set up.

BACKGROUND: The National Multiple Sclerosis Society is hoping to hold its annualCity to Shore Bike MS event on October 3-4, 2015. For more thantwenty years, the event has been hosted at PATCO’s WoodcrestParking lot. The ride is nationally recognized and is rated as one ofthe premier bike events in the country, attracting 7,000 cyclists. The$6.5 million raised through the 2014 event was the most successfulCity to Shore fund raiser in the 35 years of this event’s history. Thisinitiative supports MS research and programs by generating morethan half of the annual revenue for the regional branch of the MSSociety. Planning for the event is a year-long activity, during whichthe MS Society advertises the Woodcrest Station as its event venue.DRPA/PATCO supplied services are key to the success of the event. Itwould be extremely challenging to hold the event in 2015 if theWoodcrest Lots were not available, as this is an ideal location withample parking, access from Interstate Route 295, and access via train.

To prepare for the thousands of cyclists who would arrive very earlyon Saturday morning, the MS Society staff would set up tents in twoouter lots on Friday, October 2. These tents would be used forregistration and organization of the teams who ride as a groupsupport of the cause. Through signage, flyers, and electronic media,PATCO passengers would be alerted to park in alternate lots on thatday. In addition, a very small section of a parking lot would be

SUMMARY STATEMENT -2- 2015 City to Shore Bike MS EventO&M 4/8/15 at Woodcrest Station

blocked off to ensure a secure area for luggage drop-off will beavailable when the cyclists arrive early the next morning, inaccordance with recommendations of the Authority’s HomelandSecurity & Emergency Management Department.

In promoting its event, the MS Society would also promote PATCO,including television and radio coverage. This event was highly visibleand demonstrated PATCO’s support of the community.

This event generates approximately 1,000 rides on the train as cyclistsand volunteers come to the bike event’s Start early on Saturdaymorning.

DRPA/PATCO have estimated costs as well as the additionalridership revenue associated with this event. The net cost isapproximately $15,000.

Staff is seeking authority to permit the National Multiple SclerosisSociety to prepare for and hold their event on the site on October 2, 3,and 4, 2015. DRPA/PATCO will track its costs and ridership andsubmit the net cost to the National Multiple Sclerosis Society forreimbursement.

SUMMARY: Amount: $15,000 (to be reimbursed by NationalMultiple Sclerosis Society

Source of Funds: N/ACapital Project #: N/AOperating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: National Multiple Sclerosis Society

PATCO-15-011Operations and Maintenance: April 8, 2015

Board Date: April 15, 20152015 City to Shore Bike MS Event

At Woodcrest Station

RESOLUTION

RESOLVED: That the Board authorizes DRPA/PATCO to provide support servicesfor the City to Shore Bike MS event on October 2, 3 and 4, 2015 at thePATCO Woodcrest Station with the net costs to be reimbursed by theNational Multiple Sclerosis Society.

SUMMARY: Amount: $15,000 (to be reimbursed by NationalMultiple Sclerosis Society

Source of Funds: N/ACapital Project #: N/AOperating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: National Multiple Sclerosis Society

SUMMARY STATEMENT

ITEM NO.: PATCO-15-012 SUBJECT: PATCO Track Utility Vehicle




PROPOSAL: That the Board authorizes staff to negotiate a contract with ArvaIndustries, Inc. for the purchase of one (1) Track Utility Vehicle forsnow, third rail deicing, and leaf removal.

Amount: $1,995,410

Contractor: Arva Industries, Inc.43 Gaylord RoadSaint Thomas, Ontario Canada

Other Proposers: Foley Power SystemsModern Track MachineryHarsco Rail

Estimate: $2,600,000

PURPOSE: To provide a Track Utility Vehicle to be used for removal of snow fromtracks, third rail deicing, leaf removal and cleaning of rails andoccasional rescue of train cars.

BACKGROUND: PATCO currently utilizes various means and methods to spray the thirdrail during winter weather to prevent icing conditions and to remove leafresidue from the rails during the fall. Fallen leaves crushed under atrain’s wheels leave an oily residue on the surface of the track. When atrain starts or stops rolling over tracks covered with leaf oil, its wheelscan slide. Friction caused by the slide can flatten parts of wheel surfacesand cause train wheels to roll unevenly, resulting in a thumping sound.When that happens, affected trains are taken out of service and wheelsare replaced or reshaped. Leaf residue on rails is currently handled byan in-house designed and fabricated unit, which does not have thecapacity and horsepower to adequately clear the rails.

During heavy snow storms, PATCO does not have a means to removesnow from the trackway and third rail. Having the ability to removesnow will ensure continuation of operations during extreme weather.

An antifreeze solution must be sprayed on the third rail to prevent ice

from forming. If ice forms, trains may exhibit electrical arcing, whichcan damage equipment or traction motors, or trains can experience lossof power. Deicing of the third rail has been addressed by outfitting adedicated single train car with transfer pumps and a pressurizeddispensing system. The deicing fluid is stored in containers and totesthat are forklifted in and out of the train car. Once the existing cars areoverhauled, modifying an overhauled married pair of cars for thepurpose of deicing is not advisable. The modifications require seatframe removal, mounting boards for the pumps and securing thecontainers to the car structure. Additionally, when the totes areforklifted in and out of the cars, flooring damage has occurred.

In order to safeguard and continue operations, a specialized rail vehicleis needed to perform these functions. PATCO sought a qualifiedfirm to design, manufacture, assemble, deliver, and perform acceptancetesting of a Track Utility Vehicle (“TUV”) to be used by PATCO forsnow removal, third rail deicing, leaf removal and rail cleaning, andoccasional rescue of rapid transit cars.

A Request for Proposal (RFP) was developed and issued on November21, 2014. Four (4) vendors expressed an interest and submittedTechnical and Cost Proposals to provide a Track Utility Vehicle.PATCO staff evaluated the four (4) proposals on the basis of technicalmerit and cost of the vehicle. PATCO staff believes the proposalsubmitted by Arva Industries best meets the technical designrequirements and purpose needed, is the most responsive and is the bestvalue.

It is recommended that a contract be negotiated for the purchase of aTrack Utility Vehicle with Arva Industries of Saint Thomas, Ontario,Canada in the total amount of $1,995,410. Upon approval of the Board,a contract will be negotiated with Arva Industries to provide a TrackUtility Vehicle for removal of snow from tracks, third rail deicing, leafremoval and cleaning of rails, and occasional rescue of train cars.

SUMMARY: Amount: $1,995,410Source of Funds: 2013 Revenue BondsCapital Project #: PD1107Operating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: N/A

PATCO-15-012Operations & Maintenance Committee: April 8, 2015

Board: April 15, 2015PATCO Track Utility Vehicle

RESOLUTION

RESOLVED: That the Board authorizes staff to negotiate a contract with ArvaIndustries of Saint Thomas, Ontario Canada to purchase a Track UtilityVehicle for snow, third rail deicing, leaf removal, and occasional rescueof train cars in the amount of $1,995,410; and be it further

RESOLVED: The Chair, Vice Chair and the President must approve and are herebyauthorized 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 andPresident and if thereafter, either the Chair or Vice Chair is absent orunavailable, the remaining Officer may execute the said document(s) onbehalf of PATCO, along with the President. If both the Chair and ViceChair are absent or unavailable, and if it is necessary to execute the saiddocument(s), while they are absent or unavailable, then the Presidentshall execute such document(s) on behalf of PATCO.

SUMMARY: Amount: $1,995,410Source of Funds: 2013 Revenue BondsCapital Project #: PD1107Operating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: N/A

NEW BUSINESS

SUMMARY STATEMENT

ITEM NO.: PATCO-15-013 SUBJECT: Consideration of PendingPATCO Contracts (Between $25,000and $100,000)


COMMITTEE MEETING DATE: N/A


PROPOSAL: That the Board consider authorizing staff to enter into contracts as shownon the Attachment to this Resolution.

PURPOSE: To permit staff to continue and maintain PATCO operations in a safe andorderly manner.

BACKGROUND: At the Meeting held August 18, 2010 the PATCO Commission adoptedResolution 10-046 providing that all PATCO contracts must be adopted atan open meeting of the PATCO Board. The Board proposed modificationsto that Resolution at its meeting of September 15, 2010; specifically that allcontracts between $25,000 and $100,000 be brought to the Board forapproval. The contracts are listed on the Attachment hereto with theunderstanding that the Board may be willing to consider all of thesecontracts at one time, but if any member of the Board wishes to remove anyone or more items from the list for separate consideration, each memberwill have that privilege.


PATCO-15-013New Business: April 15, 2015

Board Date: April 15, 2015Consideration of Pending PATCO Contracts

(Between $25,000 and $100,000)

RESOLUTION

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


CONSIDERATION OF PENDING PATCO CONTRACTS (BETWEEN $25,000 - $100,000) – APRIL 15, 2015

Vendor/Contractor Description Amount Procurement Method Bids Received Bid Amounts Source of Funds

1 Cleveland Track Material, Inc.Cleveland, OH

Rail Bound ManganeseSteel Frogs for PATCO

Rail Operations.

$80,416.00 Competitive Formal Bid IFB 15-0001 was publicly advertised and

issued to four (4) prospective

bidders. Three (3) bids were

received and publicly opened onMarch 16, 2015.

1. Cleveland Track Material, Inc.Cleveland, OH

2. A & K Railroad

McMurray, PA

3. L. B. Foster

Pittsburgh, PA

1. $80,416.00

2. No Bid

3. No Bid

General Funds

2 Clean Venture, Inc.Clayton, NJ

3rd Yr Renewal Option-Hazardous Waste

Removal Service for

PATCO Lindenwold

Maintenance Facility.

$41,437.38 Competitive Formal Bid - On June19, 2013 Summary Statement &

Resolution #PATCO-13-019 was

approved by the Board for a Two

(2) Year Hazardous WasteRemoval Service Contract. The

contract includes a 3rd year

renewal option. Based on pricing

and satisfaction with contractor'sperformance, Purchasing

recommends awarding 3rd year

contract renewal option.

1. Clean Venture,Clayton, NJ

2. AllState Power

Rahway, NJ

3. ECOFLO

Greensboro, NC

4. Watermark

Newtown, PA

1. $41,437.38

2. $46,745.20

3. Non-Responsive

4. Non-Responsive

General Funds

3 Modern Track Machinery

Elgin, IL

Purchase of One (1)

Electric Hand Ballast

Tamping Set for PATCORail Operations.

$28,500.00 Competitive Formal Bid IFB 15-

0005 was publicly advertised and

issued to six (6) prospectivebidders. Four (4) bids were

received and publicly opened on

March 24, 2015.

1. Modern Track Machinery

Elgin, IL

2. Progress Rail Services

Albertville, AL

3. Racine Railroad

Mt. Pleasant, WI

4. Hudson ROI EquipmentOntario, ON

1. $28,500.00

2. No Bid

3. No Bid

4. No Bid

General Funds

CONSIDERATION OF PENDING PATCO CONTRACTS (BETWEEN $25,000 - $100,000) – APRIL 15, 2015

(CONT’D)

Vendor/Contractor Description Amount Procurement Method Bids Received Bid Amounts Source of Funds

4 Tactical Public SafetyWest Berlin, NJ

Purchase of a spare bi-directional amplifier for

800 MHz radio coverage

continuity throughout

PATCO's subway tunnelareas.

$53,916.92 Emergency Procurement - seeattached Emergency Procurement

Memo marked as Exhibit "1".

Emergency procurement executed

in accordance with DRPA By-LawsArticle XIIC (8) CEO Administrative

Powers. Chairman and Vice

Chairman approval was securedprior to emergency purchase.

Purchase pricing is in accordance

with NJ State Contract #T-0109,vendor award #83932.

1. Tactical Public SafetyWest Berlin, NJ

1. $53,916.92 General Funds

NOTE: This project will

be added as an

amendment to the

approved 2015 Capital

Budget. Funds will be

reallocated from an

approved project and will

not have an overall effect

or impact on the Capital

Budget.

5 ASK-intTag, LLC

Culver City, CA

Purchase of FREEDOM

Cards special order for

World Meeting ofFamilies Papal visit to

Philadelphia on

September 26 - 27,2015.

$90,000.00 n-t-e Sole Source Provider - see

attached Sole Source Justification

Memo marked as Exhibit "2".

1. ASK-intTag, LLC.

Culver City, CA

1. $90,000.00 n-t-e General Funds