DELAWARE RIVER PORT AUTHORITY TRANSIT CORP. BOARD …drpa.org/pdfs/BoardAgenda_2015-06-17.pdf · 2019-10-15 · DELAWARE RIVER PORT AUTHORITY BOARD MEETING Wednesday, June 17, 2015

DELAWARE RIVERPORT AUTHORITY

&PORT AUTHORITY TRANSIT CORP.

BOARD MEETING

Wednesday, June 17, 2015One Port Center

Board RoomCamden, NJ

9:00 a.m.

John Hanson, Chief Executive Officer

DRPA BOARD

DELAWARE RIVER PORT AUTHORITYBOARD MEETING

Wednesday, June 17, 2015 at 9:00 a.m.One Port Center, 11th Floor, Board Room

Camden, New JerseyORDER OF BUSINESS

1. Roll Call

2. Report of the CEO – June 2015

3. Report of the CFO

Key Performance Indicators

4. Approval of May 20, 2015 Board Meeting Minutes

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

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

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

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

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

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

DRPA-15-071 Right of Entry Permit and Related Agreements with4th Coast Productions

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

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

DRPA-15-074 Right of Entry and Perpetual Aerial Easement forPSE&G Aerial Power/Fiber Cables over Route 90 nearBetsy Ross Bridge

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

10. Approval of Audit Committee Minutes of June 10, 2015

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

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

12. Unfinished Business

13. New Business

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

DRPA-15-077 Interim Collective Bargaining Agreements Extension

14. Citizens Advisory Committee Report

15. Public Comment

16. Executive Session

17. Adjournment

CEO REPORT

JUNE, 2015

Delaware River Port Authorityof Pennsylvania and New JerseyOne Port Center2 Riverside DriveCamden, New Jersey 08101-1949

June 17, 2015

To the Commissioners:

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

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

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

A customer wrote in to praise Station Supervisor Heather Norris: One of your employeeswent above and beyond yesterday. My wallet fell out of my pocket before I got off the trainyesterday at the Broadway station at about 6:00. After calling your customer service line onthe gate phone, I sat down on the floor to wait for the return call. After a minute or two,Heather came out of the office and asked if I was alright. I said I was fine and explained mypredicament. She reassured me that people leave things on the train all the time and theyusually get returned. We had a lovely chat and she asked me how much I needed to gethome. I said I needed $3 to be able to exit the station and $1.50 for the Riverline home. Shedidn't hesitate to reach into her own pocket and hand me $5. She also let me out of thestation and refused to take any of her money back. Fortunately, the woman sitting next to me

Report of the Chief Executive Officer

Stewardship/Stewardship

on the train had picked up my wallet and got in touch with me. All is well on that front. I hadnothing to offer in return except for a hug and my gratitude. At the very least, she should geta commendation if not a raise and public recognition for her kindness. If it's possible, I'dlike to return the money she gave me. It wasn't a lot of cash but it means an awful lot to me.Please let me know how I might go about doing that other than stalking the office at thestation. Thank you.

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

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

I am pleased to report the DRPA has been named a “2015 Healthiest Employer AwardWinner” by the Philadelphia Business Journal and presenting sponsor UnitedHealthcare forthe fourth year in a row. We were recognized as an organization with a culture andleadership commitment to the health of our employees, for our wellness program, and for ourstrategic planning for a healthier, more productive workforce. On Thursday, June 4, CAOToni P. Brown, Acting Insurance Administrator and Wellness Coordinator Karen Fanning,Benefits Administration, Acting Administrative Coordinator Selina Thompkins and ProjectAnalyst Ann DuVall attended the breakfast award ceremony. Annually, the BenefitsAdministration Department delivers educational health and wellness workshops, importanthealth screenings, nutritional guidance and other healthy cooking tips. Together, theseinitiatives promote the “Growth & Development” of our stewards, one of the Authority’sguiding principles.

DRPA

Enterprise Resource Planning (ERP) Update

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

Additional testing will take place in June, July and August. During this time, we will performUser Acceptance Testing and Parallel Payroll Testing, both of which will validate systemfunctionality.

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

In order to ensure all staff have basic computer skills, we will offer Computer 101 and Tablet101 training in June and July before ERP training begins.

Finance

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

PATCO Car Overhaul

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

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 sectionAttached are reports from the appropriate departments.

____________________________________________________________

Respectfully Submitted,

John T. HansonChief Executive Officer

PATCO

REPORT OF THE CHIEF EXECUTIVE OFFICER

ATTACHMENT 1

BRIDGE AND FINANCE

Activity for the Month of May 2015

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

TotalCBB BFB PATCO BRB WWB

CBB: BFB: PATCO: BRB: WWB: Arrests NJ: Arrests PA:6 75 45 5 43 130 40

Total Arrests: 175

Incident Type

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

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

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

1 21 5 0 16

0 0 1 1 1

Arrests:

33 MV Stop 2,026253 630 104 307 731

26 Assist-Routine PD Backup 1,625108 603 293 120 500

25x Insufficient Funds 4641 7 1 454

25 Escort 450218 54 41 136

35X Motorist Aid/Service To Patron 42931 77 204 35 82

302 Security Check 36425 47 136 88 68

47 Disabled MV 32826 86 2 35 179

50X Leaving Jurisdiction 18818 81 31 15 43

46 Construction/Trades Backup 17943 76 2 41 17

90 Other PD Assist 17714 36 89 10 28

88X Parking Viol./Compl. 1712 168

1 Headquarters Assignment 1376 71 6 12 42

91 Ped Investigation/Stop 11325 84 1 3

84 Check On Subject 10518 75 4 7

33C CV Stop 1011 23 4 73

15 MV Accident 906 33 11 2 38

86 Removal 863 83

79 Roadway Hazard/Station Hazard 7610 22 14 30

302 Security Check/Detail 694 14 12 27 12

25T Fare Problem 6360 3

78X Toll Evasion/TOS 4721 14 2 10

999 Generated In Error 443 9 6 2 7

309 Special Detail 442 6 34 2

82 Notification 422 12 25 3

8 911 Hang Up/Mis-Dial 339 23 1

80 Break 322 14 3 5 8

58 Drivers License Check 304 24 1 1

29 Alarm Activation 261 8 14 2 1





Total Arrests: 175

Incident Type




1 21 5 0 16

0 0 1 1 1

Arrests:

12 Suspicious Person/Activity/Event 245 16 2 1

56 Med Emerg/Injury Report 224 16 2

341 Lost/Found Property 221 19 2

59 MV Look Up 211 10 8 2

25EZ Easy Pass Redirect 201 1 18

101 BOLO 202 6 5 1 5

60 Stolen Check/Wanted 181 5 7 3 2

78 Toll Dispute 172 4 2 9

33C CVI Stop 1616

52 Erratic Driver/Unfit Motorist 153 3 2 7

310 Bridge Damage/PATCO Damage 133 2 3 1 4

79X Debris Strike 103 2 5

16 Hit & Run 104 5 1

71 Fight/Disturbance 98 1

38 Transport Courtesy 84 1 3

309T Training Assignment Detail 71 1 5

220 Criminal History Check 77

49X Inspection Report 66

34 Suspicious Vehicle 61 1 4

65 Vandalism/Criminal Mischief 55

56 Medical Emerg/Injury Report 53 1

302K K9 Sweep 55

83 Counterfeit 41 3

77 Domestic 44

214 Court/Case Disposition 41 1 2

98 Panhandling/Soliciting 33

81 General Complaint 31 1 1

70 Animal Complaint 31 2





Total Arrests: 175

Incident Type




1 21 5 0 16

0 0 1 1 1

Arrests:

67 Mentally Disturbed 32 1

64 Larceny 33

TRN Train Problem Equipment/Mechanical 22

97 Traffic Pattern Adjust 22

96 Slow Traffic 22

88 Evacuation 22

83X Car Wash 21 1

49 Investigate Location Conditions 21 1

48 Minor Incident 21 1

39 Warrant Service 22

313 Complaint against Police 21 1

11 Fire 21 1

101S BOLO Suicidal 21 1

89 Pursuit Vehicle/Foot 11

85 Past Assault 11

74 Suicide Attempt 11

69 Juvenile Complaint 11

65U Urinating/Defecating 11

53 Abandoned Vehicle 11

5 Meet 11

34 Investigate/Suspicious Vehicle 11

25R Revenue Escort 11

20 Stolen/Recovered Vehicle 11

14 Intoxicated Subject (not DWI) 11

10 Investigation/Follow-Up 11

01

ATTACHMENT 1

FINANCE

REVENUE AUDIT

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

2014 2015

Cash Revenue $7,785,841.14 $7,649,244.21

ETC Revenue $15,985,611.45 $16,649,358.27

Total Revenue $23,771,452.59 $24,298,602.48

Non ETC Traffic 1,429,500 1,399,233

ETC Traffic 2,405,589 2,464,195

Total Traffic 3,835,089 3,863,428

DELAWARE RIVER PORT AUTHORITY Attachment 1

TRAFFIC & BRIDGE TOLL FIGURES

FOR THE PERIODS INDICATED

MONTH OF MARCH TRAFFIC BRIDGE TOLLS

-----2015----- -----2014-----

INC/(DEC) INC/(DEC)

TRAFFIC TOLLS TRAFFIC TOLLS % AMOUNT % AMOUNT

BEN FRANKLIN 1,449,729 $8,090,517.71 1,499,783 $8,316,586.18 -3.34 (50,054) -2.72 ($226,068.47)

WALT WHITMAN 1,498,607 9,459,856.81 1,441,025 9,016,964.07 4.00 57,582 4.91 442,892.74

COMMODORE BARRY 510,137 3,970,228.71 502,912 3,780,456.21 1.44 7,225 5.02 189,772.50

BETSY ROSS 404,955 2,778,276.25 391,369 2,657,970.13 3.47 13,586 4.53 120,306.12

3,863,428 $24,298,879.48 3,835,089 $23,771,976.59 0.74 28,339 2.22 $526,902.89

`

YEAR TO DATE TRAFFIC BRIDGE TOLLS

1/1/15 TO 3/31/15 1/1/14 TO 3/31/14

INC/(DEC) INC/(DEC)

TRAFFIC TOLLS TRAFFIC TOLLS % AMOUNT % AMOUNT

BEN FRANKLIN 4,068,495 $22,668,888.32 4,073,017 $22,616,649.07 -0.11 (4,522) 0.23 $52,239.25

WALT WHITMAN 4,186,123 26,400,212.74 3,938,766 24,691,994.71 6.28 247,357 6.92 1,708,218.03

COMMODORE BARRY 1,426,728 11,062,693.93 1,388,511 10,501,955.96 2.75 38,217 5.34 560,737.97

BETSY ROSS 1,131,109 7,761,040.88 1,083,355 7,396,256.84 4.41 47,754 4.93 364,784.04

TOTALS 10,812,455 $67,892,835.87 10,483,649 $65,206,856.58 3.14 328,806 4.12 $2,685,979.29

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

Distribution: John Hanson

Jim White


ATTACHMENT 2

PERSONNEL ACTIONS

DELAWARE RIVER PORT AUTHORITYACTIONS OF THE CHIEF EXECUTIVE OFFICER

COMMISSION MEETING JUNE 17, 2015ARTICLE XII-A

ATTACHMENT 2

PERSONNEL

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

Judith M. Weightman Temporary No BenefitsExecutive DivisionCorporate Communications &Community Relations (OPC)

Eff: 05/02/15 to 11/06/2015

APPOINTMENTS

Patrick R. Allenbach Police Officer Eff: 05/14/15Public Safety DivisionPublic Safety (CBB)

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION

Darcie A. deBeaumont From: Senior Accountant To: Acting Manager, AccountingFinance Division Finance DivisionAccounting (OPC) Accounting (OPC)

Eff: 05/02/15 to 11/06/15

Natasha A. Roman From: Purchasing Clerk To: Acting Purchasing SpecialistFinance Division Finance DivisionPurchasing (OPC) Purchasing (OPC)

Eff: 05/02/15 to 08/07/15

Trenace Y. Starks From: Building Services ClerkAdministration DivisionMailroom (OPC)

To: Acting Supervisor, MailroomAdministration DivisionMailroom (OPC)Eff: 05/02/15 to 07/03/15

Elizabeth M. McGee From: Administrative Coordinator To: Acting Records ManagerGeneral Counsel Division General Counsel DivisionCorporate Secretary’s Office (OPC) Corporate Secretary’s Office

(OPC)Eff: 05/16/15 to 10/23/15

Edward O. Braun, III From: Auto TechnicianOperations DivisionFleet Operations (BFB)

To: Acting Fleet Shop Manager-NorthOperations DivisionFleet Operations (North)Eff: 05/16/15 to 07/03/15

Actions of the Chief Executive OfficerCommission Meeting of 06/17/15Page 2 of 2

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION - continued

Eric S. Rothman From: Fleet Service MechanicOperations DivisionFleet Operations (BRB)

To: Acting Auto TechnicianOperations DivisionFleet Operations (BFB)Eff: 05/16/15 to 07/03/15

Angela M. Carambot From: Toll CollectorOperations DivisionBridge/Toll (WWB)

To: Acting Plaza SupervisorOperations DivisionBridge/Toll (CBB)Eff: 05/30/15 to 07/24/15

PROMOTIONS

David P. Shields, Jr. From: Maintenance Technician To: Maintenance ForemanOperations Division Operations DivisionConstruction & Maintenance (BRB) Construction & Maintenance

(BFB)Eff: 05/09/15

INTERAGENCY PROMOTION to PATCO - from DRPA - None

INTERAGENCY TRANSFERS to PATCO - from DRPA - None

INTERAGENCY TRANSFERS to DRPA - from PATCO - None

TRANSFERS - DEPARTMENTAL

Gina M. Pozzi-Boujelajel From: Administrative SecretaryEngineering DivisionEngineering - Construction &Maintenance (OPC)

To: Administrative SecretaryOperations DivisionBridge Director’s Office (WWB)Eff: 05/02/15

Tyshia L. Ramos From: Administrative SecretaryPublic Safety DivisionPublic Safety Administration (BFB)

To: Administrative SecretaryOperations DivisionBridge Director’s Office (BRB)Eff: 05/09/15

RETIREMENTS

Diana T. Fargoniere Administrative Secretary Eff: 05/02/15Public Safety DivisionPublic Safety Administration (BFB)

Gregory J. Milano C&M Mechanic Eff: 05/29/15Operations DivisionConstruction & Maintenance (CBB)

RESIGNATIONS - None

DECEASED - None


ATTACHMENT 3

CONTRACTS AND PURCHASES

ATTACHMENT 3

MONTHLY REPORTGENERAL PROCUREMENT ACTIVITY

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

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

Of the total monthly procurement available to MBE’s and WBE’s, approximately45.2% or $65,997.31 was awarded to MBE’s and approximately 0% or $0.00 wasawarded to WBE’s.

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

Page 1

SCHEDULE 1

Contract Retained Prior InvoiceResolution # Contract/Engineer Amount Percent Amount Amount Payments No. Amount

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

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

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

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

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

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

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

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

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

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

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

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

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

June 17, 2015BRIDGES AND PATCO SYSTEM

SUMMARY OF AUTHORIZED CONTRACT AND ENGINEERING PAYMENTSARTICLE XII-C, SECTION 5

Completed Work (Billed)

1

Contract Retained Prior InvoiceResolution # Contract/Engineer Amount Percent Amount Amount Payments No. Amount

June 17, 2015BRIDGES AND PATCO SYSTEM

SUMMARY OF AUTHORIZED CONTRACT AND ENGINEERING PAYMENTSARTICLE XII-C, SECTION 5

Completed Work (Billed)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Total Contract and Engineer Payments 9,014,220.12$

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June 17, 2015 1

ACTIONS OF THE CHIEF EXECUTIVE OFFICERARTICLE XII-C

ATTACHMENT 3CONTRACTS AND PURCHASES

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

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

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

Purchase Order P15S0082, Sherwin Williams. Mt. Ephraim, NJ. Purchase Contract forPaint, Primer and Caulk for the Steel on the NJ Ramps at the WWB. Contract Value:$12,940.52. (NJ State Contract).

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

None

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

None

Re: Article XII-C, Section 5

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

Contracts and Engineers: $9,014,220.12

2015 CAPITAL BUDGET

2015 Capital Budget – Realignment of Funds – From Security Fence Improvement AB1501to Schedule A DRPA Miscellaneous Projects – BFB Philadelphia 4th Street GarageEmployee Bathroom A14005. This Funding will be used to Provide New Water Service andConstruct a Permanent Unisex Utilitarian Bathroom for BFB Employees. Budget Amount:$15,000.00.


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 May Activity Report

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

Contractor Meetings Attended By Risk Management & Safety

DATE CONTRACTORDRPA CONTRACT

NO. PROJECT/WORK AREA

5/20McCormick

Taylor Kickoff Meeting for BFB WB Signing5/27 IEW Construction BR-15-2012 Project progress meeting - resurfacing project5/27 WW-23-2015 WWB Toll Plaza, Substructure & Paving Pre-Bid Meeting

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

DATE NAME OF MEETING

5/7 Meeting with OPC Fire Captains5/5, 5/20,

5/29Bi-weekly conference call with Safety staff & Construction & Maintenance Supervisors and FleetManagers

5/8, 5/21 * 2015 safety staff training initiatives meeting with the Director of Risk Management

5/12 * Monthly Incident Accident Investigation Committee meeting

5/12 Monthly Work Place Safety Meeting at the BFB

5/13 * Monthly Risk Management & Safety Staff meeting with CAO

5/14 Monthly Work Place Safety Meeting at the CBB

5/20 * Monthly Bridge Directors meeting with Safety, Risk Management, and Fleet Management

5/21 *Meeting with Safety staff, Director of Risk Management and CAO regarding AED LifesavingEquipment

5/21 * Monthly staff meeting with the Director of Risk Management

5/27 * Central Safety & Health Committee meeting

5/27 Monthly Programs & Activities Subcommittee meeting

Risk Management Meetings Attended By Risk Management5/4 Quarterly Certificates of Insurance Review Meeting with OPC Building Management staff

5/4, 5/11,5/18, 5/28

Weekly conference call on OCIP litigated claims with AIG claim representatives, TSIB and defensecounsel

5/8, 5/26 Weekly staff meetings with CAO

5/15 Monthly Senior Staff meeting5/21 Meeting with CAO and staff from IS regarding 2016 technology needs

5/29Quarterly DRPA/PATCO Workers’ Compensation claims review conference call with DRPA Legal,DRPA Claims staff and Qual-Lynx (third party provider)

2

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

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

DATE TYPE OF TRAINING

5/18 Workplace Violence Awareness Training OPC



5/22Monthly Mandatory OSHA Training First Aid and HAZWOPER conducted by DRPA Safety staff at theCBB

5/15Monthly Mandatory OSHA Training First Aid and HAZWOPER conducted by DRPA Safety staff at theBFB and BRB

5/13Monthly Mandatory OSHA Training First Aid and HAZWOPER conducted by DRPA Safety staff at theWWB

5/19 Summer work program new hire orientation

5/21 Summer work program new hire orientation

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

The Safety staff conducted day time and night time random drug & alcohol testing on both Public 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 May.

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

Risk Management reviewed and recommended the inclusion of proper insurance requirements on 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 May, “Safetyon the Road”.

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


ATTACHMENT 5

AFFIRMATIVE ACTION REPORT

DRPA EEO CATEGORIES(By State)

STATE OFRESIDENCE

JOB TITLE DE NJ PA

1 Chief Executive Officer 12 Chief Administrative Officer 13 Chief Operating Officer4 Deputy Chief Executive Officer 15 Chief Financial Officer 16 Chief Engineer 17 Deputy General Counsel 1 1

1 Director, Government Relations 12 Director, Information Services 13 Police Chief 14 Bridge Directors 25 Director, Human Resource Services 16 Director, Risk Management & Safety 17 Manager, Construction & Maintenance 18 Manager, Planning & Design 19 Captain of Police 1

10 Director, Homeland Security & Emergency Management 1

1 Construction & Maintenance Manager 1 32 Fleet Shop Manager - North 13 Fleet Shop Manager - South 14 Manager, Budget/Financial Analysis 15 Manager, Capital Grants 16 Manager, Community Relations & Corporate Communications 17 Manager, Contract Administration 18 Manager, Customer Service 19 Manager, Government Relations 1

10 Manager, Payroll 111 Manager, Procurement, Records & Stores 112 Manager, Production Systems 113 Manager, Revenue Audit 114 Manager, Special Projects 115 Toll Manager 1 1

Page 1 of 7 As of MAY 31, 2015


STATE OFRESIDENCE

JOB TITLE DE NJ PA

1 Electrical Foreman 32 HVAC Foreman 23 Lead Programmer/Analyst 14 Maintenance Foreman 2 7 15 Sr. Accountant 16 User Support Group Leader 17 Highway Foreman 68 Purchasing Agent 1

1 Supervisor, Print Shop 12 Supervisor, Central Storeroom 1

OFFICIALS & MANAGERS (Total By State) 2 43 19

TOTAL OFFICIALS & MANAGERS 64

1 Lieutenant of Police 4 2

1 Plaza Supervisor 1 13 10

1 Graphic Design Administrator 12 Administrative Coordinator 1 7 43 C&M Technical Assistant 1 14 Grants Specialist 15 HRS Specialist 1 16 HRS Specialist, HRIS 17 Sr. Reproduction Technician 17 Purchasing Specialist 2 18 EEO Specialist 1

1 Project Manager, HS & EM 12 Administrator, Compensation/HRIS 13 Administrator, Employee Relations, Programs & Policies 14 Administrator, Staffing & Recruiting 15 Administrator, Training & Employee Development 16 Associate Engineer 3



STATE OFRESIDENCE

JOB TITLE DE NJ PA

7 Claims Administrator 1 18 Construction Contract Compliance Specialist 19 Payroll Administrator 1

10 Accountant 1 111 Auditor 1 212 Budget Analyst 113 Project Analyst 114 Contract Administrator 115 Financial Analyst 116 Safety Specialist 1 117 Technical Support Administrator & Environmental Coordinator 1

1 Assistant General Counsel 3 22 Electrical Engineer 13 Principal Engineer 24 Senior Engineer 2 2

PROFESSIONALS (Total By State) 2 55 33

TOTAL PROFESSIONALS 90

1 Police Officer 2 72 22

1 Corporal of Police 12 2

1 Sergeant of Police 1 17 5

SERVICE WORKERS (Total By State) 3 101 29

TOTAL SERVICE WORKERS 133

1 HVAC Technician 7 2

1 Auto Technician 11 1



STATE OFRESIDENCE

JOB TITLE DE NJ PA

1 Electrical Technician 17 6

1 Construction & Maintenance Mechanic 3 33 9

1 Maintenance Technician 32 8

1 Fleet Service Mechanic 3 2

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

TOTAL CRAFT WORKERS (SKILLED) 134

1 Programmer/Analyst 1 12 Systems Administrator 8 13 Data Base Administrator 14 Network Technician 55 User Support Administrator 1 16 Business Analyst 1

TECHNICIANS (Total By State) 1 17 2

TOTAL TECHNICIANS 20

1 Executive Assistant to the CEO 12 Executive Legal Secretary 13 Legal Assistant 14 Customer Service Coordinator 15 Executive Secretary 16 Legal Secretary 2



STATE OFRESIDENCE

JOB TITLE DE NJ PA

1 Sr. Accounting Clerk 12 Accounting Clerk 1 13 Central Stores Clerk 14 Data Base Clerk 25 Administrative Clerk (Revenue Audit) 16 Building Services Clerk 3 17 Dispatcher 12 28 File Clerk 19 Purchasing Clerk 1 1

10 Media Specialist 1

1 Administrative Secretary 8 3

1 Revenue Auditor 1 4 1

1 Toll Collector 39 20

1 Revenue Operations Clerk 2 1

OFFICE & CLERICAL (Total By State) 1 79 35

TOTAL OFFICE & CLERICAL 115

TOTAL EMPLOYEES BY STATE 12 398 146

TOTAL DRPA EMPLOYEES - 556

SUMMARY (Employee Class)

NON-REP 5 123 63

191



STATE OFRESIDENCE

JOB TITLE DE NJ PA

IUOE 3 156 51

210



STATE OFRESIDENCE

JOB TITLE DE NJ PA

IBEW 1 18 3

22

FOP 3 101 29

133


PATCO EEO CATEGORIES(By State)

STATE OFRESIDENCE

JOB TITLE DE NJ PA

1 General Manager 12 Assistant General Manager 13 Director, Equipment 14 Director, Fare Collection Operations 15 Director, Finance 16 Director, Transit Services 17 Director, Way & Power 18 Technical Supervisor, Transit Services 19 Technical Supervisor, Civil & Mechanical Systems 110 Manager, Electrical & Electronics 111 Manager, Mechanical & Custodial 112 Manager, Power, Signals & Communications 113 Manager, Systems Safety 114 Manager, Track, Structures & Mechanical 115 Manager, Track & Signals 116 Supervising Dispatcher 117 Dispatcher 5 118 Dispatcher Trainee 119 Electrical Foreman 4 120 Fare Collection Foreman 121 Mechanical Foreman 222 Payroll Administrator 123 Senior Accountant 324 Track Foreman 1 125 Purchasing Agent 126 Maintenance Foreman 127 Supervisor, Passenger Services 128 Money Room Supervisor 129 Supervisor, Transit Services 530 Supervisor/Traffic Analyst 3 131 Traffic Analyst 132 Supervisor, Storeroom 133 Custodial Foreman 134 Station Supervisor 9

OFFICIALS & MANAGERS (Total By State) 0 56 6

TOTAL OFFICIALS & MANAGERS 62

Page 1 of 3 As of May 31, 2015


STATE OFRESIDENCE

JOB TITLE DE NJ PA

1 Project Manager, Technical 12 Fare Collection System Analyst 13 Safety Specialist 1 14 Administrative Coordinator to GM 15 Administrative Coordinator 16 Purchasing Specialist 2

PROFESSIONALS (Total By State) 0 6 2

TOTAL PROFESSIONALS 8

1 Train Operator 1 44 8

OPERATIVES (SEMI-SKILLED) (Total By State) 1 44 8

TOTAL OPERATIVES (SEMI-SKILLED) 53

1 Custodian 24 82 Revenue Collector 1 1

SERVICE WORKERS (Total By State) 0 25 9

TOTAL SERVICE WORKERS 34

1 Storekeeper 52 Accounting Clerk 23 Payroll Clerk 14 Administrative Secretary 4 15 Purchasing Clerk 16 Customer Service Agent 3 17 Customer Service Agent/Traffic Checker 1 18 Data Entry Clerk 1

OFFICE & CLERICAL (Total By State) 0 17 4

TOTAL OFFICE & CLERICAL 21



STATE OFRESIDENCE

JOB TITLE DE NJ PA

1 Electronic Technician 1 162 Machinist 1/C 23 Machinist 1/C Tool Maker 14 Maintenance Mechanic 1/C 15 Mechanical & Structural Technician 12 16 Maintainer 20 57 Equipment Electrician 4 38 Equipment Electrician A/C 49 Machine Operator 1/C 310 Equipment Mechanic 20 111 Fare Collection Repairman 2 112 Grounds Keeper 213 Track Mechanic 17 514 Welder 1

CRAFT WORKERS (SKILLED) (Total By State) 1 105 16

TOTAL CRAFT WORKERS (SKILLED) 122

TOTAL EMPLOYEES BY STATE 2 253 45

TOTAL PATCO EMPLOYEES - 300

SUMMARY (Employee Class)

NON-REP 0 79 12

91

TEAMSTERS 2 174 33

209



ATTACHMENT 6

LEGAL STATISTICS REPORT

Matter Count Report

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

by Matter Sub-Type

Date Range: 05/01/2015 05/31/2015to

Range RangeMattersMatter Sub-Type

Opened In Closed InTotal Pending

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

CaseTrack06/09/2015 1Page:

Range RangeMattersMatter Sub-Type

Opened In Closed InTotal Pending

Property Damage / Bridges 1 1 0RFP/Bid / Construction 1 1 0RFP/Bid / Service 1 1 0Right to Know / 1 1 0Subpoena / Documents 1 1 028 Items 56 64 8

CaseTrack06/09/2015 2Page:

CFO REPORT

% of Budget Target Variance

101.98% 100%-105% ON TARGET

102.61% 100%-105% ON TARGET


104.49% 100%-110% ON TARGET

104.68% 100%-110% ON TARGET


84.47% 95%-100% -10.53%

80.59% 95%-100% -14.41%


35.58% 95%-100% -59.42%

33.64% 95%-100% -61.36%


97.57% 96.5%-105% ON TARGET

95.23% 96.5%-105% -1.27%


100.65% 100%-110% ON TARGET

96.35% 100%-110% -3.65%


90.38% 95%-105% -4.62%

87.25% 95%-105% -7.75%


111.36% 100%-110% 1.36%

110.42% 100%-110% 0.42%

% On Time Target Variance

97.81% 98%-100% -0.19%

97.25% 98%-100% -0.75%

DRPA DASHBOARD YEAR TO DATE SUMMARY SHEET

PATCO Operating Budget

PATCO Operating Ratio:

Actual vs. Budget

PATCO On Time Performance

Year to Date Average

Current Month

Current Month


PATCO Ridership

MARCH 2015REPORTING MONTH:

DRPA Bridge Traffic

Current Month


DRPA Bridge Revenue

Current Month


Current Month

Current Month


Current Month


PATCO Revenue

DRPA Operating Budget

DRPA Capital Budget


Current Month


Current Month


97.25%

97.81%

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

110.42%

111.36%

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

33.64%

35.58%

0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%

104.68%

104.49%

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

CURRENT MONTH YEAR TO DATE AVERAGE

TARGET

102.61%

101.98%

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

80.59%

84.47%

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

95.23%

97.57%

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

96.35%

100.65%

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

87.25%

90.38%

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

As of June 1, 2015

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

Average Toll 6.2199$ 6.2791$ 0.0593$ 0.95%Note: Snow impacted January and February 2014

2014 vs. 2015 YTD thru 4/30/15 2014 Actual 2015 Actual Year-to-Year Change % Change PATCO Ridership 3,309,407 3,293,072 (16,335) -0.49% PATCO Net Passenger Revenues 8,076,743$ 8,090,609$ 13,866$ 0.17%

Average Fare 2.4405$ 2.4569$ 0.016$ 0.67%

2015 YTD thru 3/31/15 2015 Budget (3 mo) 2015 YTD Actual (3 mo) (Under) / Over Budget % (Under) / Over Budget DRPA Traffic 10,537,669 10,812,455 274,786 2.61% DRPA Toll Revenues 64,858,423$ 67,892,836$ 3,034,412$ 4.68%Note: Snow impacted January and February 2014

2015 YTD thru 4/30/15 2015 Budget (4 mo) 2015 YTD Actual (4 mo) (Under) / Over Budget % (Under) / Over Budget PATCO Ridership 3,443,118 3,293,072 (150,046) -4.36% PATCO Net Passenger Revenues 8,076,743$ 8,090,609$ 13,866$ 0.17%

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

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

Funding Source 05/31/2014 Actual 05/31/2015 Actual Year-to-Year Change % Change37.3$ 27.3$ (10.0)$ 0%

-$ 0%-$ -$ 0%

37.3$ 27.3$ (10.0)$ -26.9%

10.0$ million

Estimated Balance as of 5/31/15 212.5$ million

10.0$ million

Estimated Balance as of 5/31/15 477.5$ million

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

Decrease in project fund balances since last month

YEAR-TO-YEAR COMPARISON

CONSULTATIVE AND DELIBERATIVE WORKPAPERS

DRPA/PATCO UNAUDITED FINANCIAL SUMMARY - June 2015

DRPA TRAFFIC / PATCO RIDERSHIP AND REVENUE

2014 vs. 2015 YTD (in millions)

BUDGET VS. ACTUAL

OPERATING EXPENSES - YTD March 31, 2015

BUDGET VS. ACTUAL

TOTAL CAPITAL EXPENDITURES

May 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). $136.5 million in proceeds used to fund December 2013's through May's 2015's capital expenditures.

Increase in expenditures since last month

(CAPITAL) PROJECT FUND BALANCE

Economic Development

As of June 1, 2015

CONSULTATIVE AND DELIBERATIVE WORKPAPERS

DRPA/PATCO UNAUDITED FINANCIAL SUMMARY - June 2015

DRPA TRAFFIC / PATCO RIDERSHIP AND REVENUE

TOTAL DRPA BOND DEBT(in thousands of dollars)

1/1/2016Outstanding Bond Issues 05/31/15 05/31/14 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 5/31/15 (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 2013/2014/2015 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.6. Swap Novation - Documents related to swap novation have been signed with TD Bank, Wells Fargo. Transaction expected to be completed by end of June.

Original Notional Current Notional AmountAmount Active Swaps* MTM Value Change from 4/30/15 Est. Change from 12/31/14

$811 $587 ($153.9) $3.0 $5.3

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

Total Swap Valuation -4/30/2015 (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.

FREE STATE REPORTING, INC.Court Reporting Transcription

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

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DELAWARE RIVER PORT AUTHORITY

BOARD MEETING

Arch Street FriendsMeeting House320 Arch StreetPhiladelphia, PA

Wednesday, May 20, 2015

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PRESENT

Pennsylvania Commissioners

Ryan Boyer, ChairmanAntonio Fiol-SilvaElinor HaiderRohan K. HepkinsEugene DePasquale, Auditor General (via telephone)John Lisko, Esq. (for Acting State Treasurer

Christopher Craig - via telephone)Marian MoskowitzWhitney R. White

New Jersey Commissioners

Jeffrey Nash, Vice ChairmanCharles FentressAlbert FrattaliE. Frank DiAntonioRichard Sweeney (via telephone)Tamarisk Jones (via telephone)

DRPA/PATCO Staff

John Hanson, Chief Executive OfficerKristen Mayock, Acting General Counsel &

Acting Corporate SecretaryStephen Holden, Deputy General CounselKathleen P. Vandy, Assistant General CounselRichard J. Mosback, Jr. Assistant General CounselJames White, Chief Financial OfficerDan Auletto, Acting Chief Operating OfficerToni Brown, Chief Administrative OfficerMichael Venuto, Chief EngineerWilliam Shanahan, Director, Government RelationsJohn Rink, General Manager, PATCOBennett Cornelius, Assistant General Manager, PATCO

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DRPA/PATCO Staff (continued)

Jack Stief, Police Chief, Public SafetyDavid Aubrey, Acting Inspector GeneralKevin LaMarca, Director, Information ServicesMark Lopez, Manager, Government RelationsSusan Squillace, Manager, Procurement & Stores,

DRPA/PATCOHoward Korsen, Manager, Contract AdministrationMike Williams, Acting Manager, Corporate

Communications & Community RelationsFran O'Brien, Manager, Corporate Communications &

Community RelationsElizabeth McGee, Administrative CoordinatorLisa D'Archangelo, Legal SecretaryNancy Farthing, Executive Assistant to the CEODawn Whiton, Administrative Coordinator to the CEO &

Deputy CEOChristina Maroney, Manager, Special ProjectsEric Ford, DRPA Police Officer

Others PresentJohn Dougherty, Business Manager, IBEW Local 98Amy Herbold, Esq., New Jersey Governor's Authorities

UnitObra Kernodle, Deputy Chief of Staff, Pennsylvania

Governor's OfficeDavid Dix, Assistant to Chairman BoyerVictoria Madden, Chief Counsel for Auditor General

Eugene DePasquale (via telephone)David Rapauno, Esq., Duane Morris LLP

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

(Pennsylvania Counsel)Steve Benigno, Citizens Advisory CommitteeJeff Kessler, Citizens Advisory CommitteeJonathan Latko, Citizens Advisory CommitteeOmar SabirBrian Stevenson, Business Agent, IBEW Local 98Frank Keel, Spokesperson, IBEW Local 98Weni FordMalik Benin

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I N D E X

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Roll Call 8

Report of the CEO - April 2015 9

Report of the CFO 27

Approval of April 15, 2015 Board Meeting Minutes 34

Monthly List of Payments Covering Month of April 352015; Monthly List of Purchase Orders and Contractsof April 2015

Approval of Operations & Maintenance Committee 36Meeting Minutes of May 6, 2015

Adopt Resolutions Approved by Operations &Maintenance Committee on May 6, 2015

DRPA-15-049 Contract No. PATCO-28-2007 36Rehabilitation of TrackStructure on the WestmontViaduct

DRPA-15-050 Construction Monitoring 37Services for Contract No.PATCO-28-2007, Rehabilitationof Track Structure on theWestmont Viaduct

DRPA-15-051 Contract No. BF-37-2013, 37Ben Franklin Bridge 5th StreetPhiladelphia TunnelRehabilitation Project

DRPA-15-052 Contract No. CB-29-2014, 38Commodore Barry BridgeAdministration BuildingSwitchgear Replacement

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I N D E X

(continued)

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DRPA-15-053 Construction Monitoring 38Services for Betsy Ross Bridge& I-95 Interchange ImprovementsProject

DRPA-15-054 Capital Project Contract 39Modifications

DRPA-15-055 Easement to Atlantic City 39Electric Company for theInstallation of a Service Pole

DRPA-15-056 Purchase of 10 Dynamic Message 40Signs for Toll Lanes at theBen Franklin, Walt Whitman andCommodore Barry Bridges

DRPA-15-057 DRPA Bridge Facility Elevator 40Maintenance and ServiceContract

DRPA-15-058 LEAP Academy University 41Charter School In-Kind BusParking at the Ben FranklinBridge Facility

DRPA-15-059 DRPA Application for Grant 41Funding through FY-2015 U.S.Department of TransportationTIGER VII Discretionary GrantProgram for the Reopening ofFranklin Square Station onthe PATCO Transit Line

Approval of Finance Committee Meeting Minutesof May 6,2015 42

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I N D E X

(continued)

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Adopt Resolutions Approved by Finance Committeeon May 6, 2015

DRPA-15-060 Audiolog Recorder Upgrades 42

DRPA-15-061 Modification of Current 43Temporary Workers Contracts

DRPA-15-062 Broker/Consultant for 43Traditional Property &Casualty Insurance, includingPollution Legal Liability

DRPA-15-063 Renewal of DRPA Bridge 43Property Damage and LossRevenue Insurance

DRPA-15-064 Addendum to Extend the TSIB 44Broker/Consultant Agreementfor the Owner-ControlledInsurance Program

Approval of Audit Committee Meeting Minutesof May 6,2015 44

Adopt Resolution Approved by Audit Committee onMay 6, 2015

DRPA-15-065 Approval of Citizens Advisory 45Committee MembershipNomination

Approval of Labor Committee Meeting Minutes ofMay 13, 2015 45

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I N D E X

(continued)

Page

Adopt Resolution Approved by Labor Committee onMay 13, 2015

DRPA-15-066 Authorizing the Creation of 45a Diversity and InclusionSubcommittee of the LaborCommittee

Unfinished Business 47

New Business

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

DRPA-15-068 Ben Franklin Bridge New Jersey 55Approach Parapet Rehabilitation

Citizens Advisory Committee Report 55

Public Comment 63

Adjournment 63

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P R O C E E D I N G S

(6:07 p.m.)

CHAIRMAN BOYER: If all the Commissioners can

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

moment of silence and the pledge to the American Flag.

(Pledge of Allegiance)

CHAIRMAN BOYER: Good evening to everyone. I

would like to call to order the Board meeting of the

Delaware River Port Authority and ask the Acting

Corporate Secretary to call roll.

MS. MAYOCK: Chairman Boyer?

CHAIRMAN BOYER: Present.

MS. MAYOCK: Vice Chairman Nash?

VICE CHAIRMAN NASH: Here.

MS. MAYOCK: General DePasquale?

COMMISSIONER DePASQUALE: Here.

MS. MAYOCK: Commissioner Fiol-Silva?

COMMISSIONER FIOL-SILVA: Present.

MS. MAYOCK: Commissioner Haider?

COMMISSIONER HAIDER: Here.

MS. MAYOCK: Commissioner Hepkins?

COMMISSIONER HEPKINS: Here.

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MS. MAYOCK: Commissioner Lisko?

John Lisko, are you on the phone?

COMMISSIONER LISKO: Yes, sorry, on the phone.

MS. MAYOCK: No, that's okay.

Commissioner Moskowitz?

COMMISSIONER MOSKOWITZ: Here.

MS. MAYOCK: Commissioner White?

COMMISSIONER WHITE: Here.

MS. MAYOCK: Commissioner Dougherty?

UNIDENTIFIED SPEAKER: He's here.

MS. MAYOCK: Commissioner DiAntonio?

COMMISSIONER DiANTONIO: Here.

MS. MAYOCK: Commissioner Frattali?

COMMISSIONER FRATTALI: Here.

MS. MAYOCK: Commissioner Fentress?

COMMISSIONER FENTRESS: Here.

MS. MAYOCK: Commissioner Jones?

COMMISSIONER JONES: Here.

MS. MAYOCK: Commissioner Sweeney?

COMMISSIONER SWEENEY: Here.

MS. MAYOCK: You have a quorum, sir.

CHAIRMAN BOYER: Thank you. We'll have the

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report of the Chief Executive Officer.

John Hanson, do you have any comments on your

report?

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

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

excellent stewards of the Authority. And the

following are recent examples of exemplary stewardship

demonstrated by our DRPA/PATCO employees. I am

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

them to stand when their name is called.

The first example that I want to give you

really involves a dramatic event at the Ben Franklin

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

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

The Ben Franklin Bridge pedestrian praised Patrol

Officer Eric Ford of the Public Safety Department.

And she said: "I live in Philadelphia and work

in Camden, and commute by walking over the Ben

Franklin Bridge. This morning, two other pedestrians

and I encountered a young man standing on the ledge of

the bridge contemplating jumping in an extremely

precarious location. We talked with him for a bit and

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I snuck away to call the police. Officer Ford arrived

quickly and he was brilliant. While we pedestrians

had no idea what to say, Officer Ford immediately

jumped in and asked the perfect questions, and

eventually talked the young man off the ledge.

I was really affirmed and impressed by the

work of your officers and particularly Eric Ford.

Clearly, he was very well trained to encounter this

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

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

accomplished something the rest of us could not. I

thought it was exemplary work.

At a time when there are increased challenges

between communities and the police, I wanted to be

sure to write to DRPA and express my appreciation for

the work he did this morning. Your officers saved a

man's life."

Officer Ford is here with his family and I'd

like to ask you to give him the opportunity to have

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

Vice Chairman, and Chief of Police.

MR. HANSON: Also, a PATCO rider praised

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

the Westmont train station. I exited the train at

Collingswood so I could take the train back to

Westmont. I asked the employee if there was anyone at

Westmont who could secure my iPad. Officer Kenya

Joyner was present and without hesitation jumped in

his car and went to the Westmont Station. Upon my

arrival, Officer Joyner greeted me with a smile and my

iPad.

Please pass along my sincere appreciation to

Officer Joyner and his superiors at the DRAP for his

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

above and beyond the call of duty for my stupidity.

Clearly, not only does Officer Joyner protect and

serve, but also provides excellent customer service."

A PATCO customer wrote to praise

Administrative Coordinator Karen Dougherty. He wrote:

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

Dougherty. I sent in a routine lost and found query

about an umbrella, and she got back to me very

promptly. It was such a wonderful and enthusiastic

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

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care if I get my umbrella back. Three cheers for

Karen."

A PATCO customer wrote and praised Train

Operator Ed Fletcher and a trainee he was working

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

your attention more excellence in service for Operator

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

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

with the train around Haddonfield. We soon pulled out

and stopped at 200 yards short of the Lindenwold

Station.

As I was sitting so close to the operators, I

could hear him coaching her. He was fabulous with

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

announcements as they were radioed to the command

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

also walked through the crowd, apologizing for the

inconvenience, which made a huge difference when I saw

their smiles. Please commend both Number 429 and

Student Number 82 because she handled the stress of

the delay really well. She was as cool as a

cucumber."

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On April 21st, Train Operator Joe Moscariello

responded quickly with concern for his passengers when

a traction motor failed. Joe acted efficiently,

inspecting, communicating, and coordinating with other

employees, and evacuating passengers from the car, and

delivering them to the car that took them to their

destinations. A police officer customer said, and

PATCO agrees, that Joe handled the incident awesomely.

Custodian Robert Davis happened to be

traveling on the car to his assignment. He

proactively maintained order by showing customers the

way and reassuring customers, and assisted the train

operator with the evacuation of the car. He applied

the handbrake, enabling the operator to communicate

with the center tower.

Once again, the Authority was recognized for

our efforts related to environmental regulatory

compliance and stewardship, this time at One Port

Center. New Jersey DEP acknowledged our work of

"voluntary proactive measures taken to go beyond

compliance in an effort to ensure a sustainable

future." This acknowledgement was a result of an

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annual water quality program inspection. The

inspector, Ilene Cole, was very impressed with our

energy conservation, single-stream recycling, waste

stream and carbon footprint reduction policy. Most of

the categories we participate in were a result of the

biggest loser, energy reduction edition, and our

central safety and health committees.

The DRPA is one of the few highway agencies

with a permit who were acknowledged for their

environmental stewardship. This is the second time

the Authority has been recognized in the last two

years. This is quite an accomplishment and I commend

Chief Engineer Venuto and Mark Green, who worked with

him on this project.

Under CEO emergency powers, emergency repairs

to the New Jersey approach to the Ben Franklin Bridge

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

the coping stone on the north side of the Ben Franklin

Bridge unexpectedly fell near the maintenance yard.

The coping stones sit atop the granite wall of the Ben

Franklin Bridge approach, in the roadway, in Camden.

During an investigation, it was discovered

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that the underlying reinforced concrete has sustained

a significant amount of deterioration over time. The

integrity of the bridge parapet has been compromised

and Bridge Operations has taken the adjacent westbound

lane out of service for approximately 500 feet as a

buffer. So that is my emergency powers report.

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

to provide an update on the ERP.

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

Commissioners.

In your packet, you will find an update to the

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

important items that have happened over the past month

or so.

The first phase of IT-2 testing took place the

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

very well. This was the first time that DRPA staff

had an opportunity to get into the system and perform

functionality scripts. The second phase of IT-2

testing starts next week and continues for two weeks.

That testing will encompass some of the same scripts,

but will also include some new scripts. The

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expectation is that most of each department's

functionality will get some level of testing.

As I previously mentioned, a big and very

important part of the project is communication and

training. We are continuing our ERP briefings with

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

600 employees. We have also held meetings with senior

staff to discuss some high impact process changes, and

I've asked senior staff to communicate those changes

to their own staff.

Finally, during May, we have begun development

of the training plan. The plan will encompass

training for all employees and be completed via

various modes including computer-based, video, and

instructor-led. Thank you.

MR. HANSON: Thanks, Kevin.

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

and DRPA have taken conditional acceptance of the six

new prototype train cars. There will be a press event

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

put them into revenue service. We look forward to

seeing you there at 10 a.m.

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These cars, as everyone knows, are late. They

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

little sensitive, but it seemed that there has been a

suggestion that this was the fault of DRPA and PATCO.

I just want to let everyone know the reason that the

cars are late is that DRPA and PATCO have refused

steadfastly to relax our standards, to lower our

standards, and insisted on having the cars right

before we take acceptance of them. We are finally

satisfied that these cars are right and we have taken

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

on that car program.

MR. VENUTO: Yes, sir. Good evening.

As CEO Hanson said, we are happy to report

that we have accepted the first three married pairs of

the refurbished cars, which are the first six cars.

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

a final test simulating revenue service with

DRPA/PATCO staff as our passengers.

We are working at this time on accepting

Married Pair Number 4. We also have received Married

Pair Number 5 delivered to our Lindenwold yard and

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that has begun to go through their acceptance testing.

Following the press event that CEO Hanson has

talked about, the first three married pair will be put

into revenue service during the non-rush hour periods.

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

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

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

Lindenwold and we have 2 more married pair ready to be

shipped from Hornell.

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

add to that?

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

Sunday was a good milestone for us using our employees

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

we ran the cars in simulated revenue service and the

overwhelming comments from our employees was that our

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

gave us valuable feedback to make sure that the cars

are ready to be put into revenue service next Thursday

after our event.

As Mike mentioned, the sixth married pair is

scheduled to come here next week and then the seventh

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

as we start to ramp up into production mode.

MR. HANSON: Thank you.

Mike, can you give us an update on the Ben

Franklin Bridge track rehab project?

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

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

Current work is being completed with the extended

weekend outages. After some internal evaluation and

discussions with the Operations & Maintenance

Committee, we have elected to provide a single track

outage for the north side track during the summer

months. The north side single tracking was well

managed last summer and this will expedite the

construction contract completion.

The contractor is expected to work two shifts

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

that this contract will improve the construction

schedule from our current construction completion date

in spring of 2016 and will pull that back until the

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

the calendar year by having this outage.

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MR. HANSON: Thanks, Mike.

John, do you have anything to add?

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

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

end these extended weekend outages that we're

currently in. As Mike mentioned, they would have

lasted until April of next year. With pulling this

accelerated schedule in, the outages will end this

year and we can return to normal service starting the

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

customers.

MR. HANSON: Thank you.

Chairman Boyer,that concludes my verbal

remarks. My written report stands as submitted.

CHAIRMAN BOYER: I want to make some comments

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

staff for taking a very proactive approach towards

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

quality or standard that we've become accustomed to.

As we saw this week, safety on railways is very

important. It can have catastrophic effects when not

adhered to.

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We took a tour of the facilities and it seems

like everything was thought about and was thoroughly

considered, and the safety that we have here is top

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

taking a very proactive approach towards the safety of

our customers.

MR. HANSON: Thank you, Chairman.

CHAIRMAN BOYER: Anyone else have any

comments?

Commissioner Dougherty?

COMMISSIONER DOUGHERTY: Yes, thank you,

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

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

since you mentioned the Amtrak tragedy, what's the

makeup of the cars as it pertains to employees inside

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

how many engineers are in front -- how many crew

throughout the run?

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

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

appreciate the opportunity to comment on this. One of

the things that they talk about in the Amtrak tragedy

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is the lack of positive train control. And the PATCO

system has that and has had that since inception.

Assistant General Manager Cornelius, when he

talks about it, really comments on the fact that the

designers of this system were visionary in that

respect; our operators cannot go any faster than the

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

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

maximum speed. The automatic train control that we

have prevents that. It also prevents our trains from

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

never happened in the history of the PATCO line.

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

employees in the cars?

MR. RINK: Commissioner Dougherty, we have one

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

we do have additional employees on the train that

travel to work sites. As John mentioned earlier in

his stewardship comments, we had a custodian on the

train who assisted the train operator when we had an

incident, and he was properly trained and was able to

assist. So all of our employees go through that type

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of training to assist if any situation arises as

they're riding a train car.

COMMISSIONER DOUGHERTY: What are the checks

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

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

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

key code or something he punches in and how regular is

that response?

MR. HANSON: John, how do you know the

engineer, the operator, is awake on the train?

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

have a medical emergency?

MR. RINK: The employee goes through a check.

He reports to his supervisor when he reports for duty

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

report to a supervisor before they even go out on

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

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

a supervisor before they go on duty.

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

dispatcher though?

MR. RINK: Correct. We have a center tower

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where our dispatchers are and they have 24/7

communication with the train. If something does

arise, the dispatchers can remove power from the third

rail to stop the train.

MR. HANSON: But there is an elaborate

signaling system in the tracks, and each track block

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

would be impossible, even if something were to happen

to an operator, for them to throw the throttle and

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

In addition, the dispatchers are regularly in

radio contact with the operators to talk to them about

things that are going on in the stations and on the

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

something like that were to happen, the train may come

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

looks a lot like what you might imagine in air traffic

control. The other Pennsylvania commissioners had the

opportunity to see it, where the dispatchers are

monitoring.

And our dispatchers are not just radio people.

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

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constantly monitoring the progression of the trains

and in regular radio contact with the operators as

well.

COMMISSIONER DOUGHERTY: As you know, I've

been around here a while. And it almost takes a

tragedy for the mind to start heading in that

direction, which is terrible. But I was just

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

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

know there is some concern that there weren't enough

people on the Amtrak train. One of the things Amtrak

is discussing is adding another engineer, if not

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

checking to make sure that we're discussing all the

possibilities.

MR. HANSON: Commissioner, as John mentioned,

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

which is “automatic train control”. As John

mentioned, if something like that happened and the

train started to exceed the signal and the speed code,

the train would automatically have an emergency brake

application done.

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So, if something happened to an operator and

he came upon a speed code change or did something of

that nature, the brakes would automatically be applied

to the train.

COMMISSIONER DOUGHERTY: Thank you.

CHAIRMAN BOYER: Any further questions for the

CEO?

With no further questions, I'll ask for a

motion to accept his report.

COMMISSIONER FENTRESS: Move the motion.

CHAIRMAN BOYER: Second it?

COMMISSIONER WHITE: Second.

CHAIRMAN BOYER: All in favor?

ALL: Aye.

CHAIRMAN BOYER: All opposed?

Ayes have it.

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

Chief Financial Officer, Jim White.

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

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

and staff.

There are two items I want to just update you

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on prior to going to some of the schedules that are

included in your Board packet.

Number one is the resolution the Board passed

several months ago related to the loan guarantee to

the USS Battleship. It is my understanding that at

this point, the Home Port Alliance, after looking at

several bank situations, is in the process of

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

will be working with them in terms of constructing the

loan guarantee. In fact, General Counsel Mayock, who

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

information and at some point we will engage with HPA

and whatever bank once they conclude the loan

guarantee -- the loan arrangement with that particular

bank.

The second item I wanted to update you on was

our goal to replace UBS as our swap counterparty.

That resolution was passed many months ago. We are

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

situation related to two banks that have been

qualified for this bid transaction. According to our

bond indentures, we have to provide notice to the

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rating agencies. We're still waiting for some

notification from them. And then, after that is

concluded, we can then proceed with the replacement

strategy or the transaction to replace UBS. So, I

wanted to update you on those two particular recent

Board resolutions.

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

that we have essentially three documents that provide

information related to the financial situation or

health of the Authority.

I have introduced a new summary page along

with the help of Adam Carmasine, who is in our

Purchasing Department but does some ad hoc reports for

various departments. And one of the things I wanted

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

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

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

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

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

-- as we have mentioned in several meetings, both

Board and Finance Committees -- we're doing extremely

well related to bridge traffic. And also related to

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

percentage of budget. In both of these categories, we

are above budget.

On the operating side, we are below budget.

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

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

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

78.65 percent of target. But, again, those numbers

will move up as they typically do throughout the year.

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

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

still significantly under budget as it relates to the

payroll side. We do have a number of unfilled

positions that are at least part of the reason for us

being under budget related to payroll.

On the capital budget, at least through

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

budget relatively significantly. But, again, that

will change as we move forward through the year.

PATCO ridership and revenues are below budget.

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

prices, which more recently are starting to move up.

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And also there is some impact related to the track

rehab project that is ongoing and we'll probably see

the impact of that at least through June.

On the operating budget, PATCO is around

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

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

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

better than planned. And the final thing shown on

this summary sheet is the PATCO on-time performance,

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

think your numbers, which are more current than this

Dashboard, might be helpful to hear.

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

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

our on-time performance exceeded our goal of 98

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

this year we have improved and our on-time

performance. So far in 2015 it is 97.44 percent.

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

exceeded our on-time performance in the month of

April.

The question had come up at the last Board

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

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

performance and what goes into that, I have also

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

trains, similar to SEPTA New Jersey Transit and APTA.

So if anyone has any questions about that, you can

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

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

regards to that.

MR. WHITE: Thank you, John.

The second section in the CFO section is the

DRPA Dashboard. Again, I introduced the summary sheet

to give you a snapshot of what's happening currently

and year-to-date. The Dashboard as presently

constructed has limited functionality and as we

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

flexibility in terms of what we can do with the

Dashboards.

This data basically shows you the trends over

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

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

any detail, but this shows you the trends over the

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

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

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

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

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

Nothing more that I really wanted to highlight there.

Finally, a report that we provide to the

Finance Committee is entitled "DRPA/PATCO Unaudited

Financial Summary". We provided that as of May the

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

PATCO. Again, PATCO ridership through the first three

months is still lagging the budget, which again we

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

significant items I wanted to bring to your attention

tonight. Thank you.

CHAIRMAN BOYER: Any questions or comments?

Questions or comments?

There being no questions or comments, I'll

take a motion to accept the financial report.


COMMISSIONER DiANTONIO: Second.


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ALL: Aye.


John Hanson has some things that he forgot

under his report.

MR. HANSON: Commissioners, I just wanted to

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

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

new mission and vision statements. We've now added

the shared values, as well as behaviors to the model

weight section. So this is representative, again, of

our continuing effort to re-energize and positively

impact the culture.

This was the work of our Acting Director of

Strategic Initiatives, Christina Maroney, and Mike

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

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

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

of improving our culture.

CHAIRMAN BOYER: I want to ask for approval of

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

meeting minutes. The minutes for April the 15th were

previously provided to all Commissioners.

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Are there any corrections?

(No response.)

CHAIRMAN BOYER: With no necessary

corrections, I will accept a motion to approve the

minutes.

COMMISSIONER HAIDER: So moved.

CHAIRMAN BOYER: Second?



ALL: Aye.


Motion carries.

Monthly list of payments and the monthly list

of purchase orders and contracts covering the month of

April 2015. I will accept a motion to receive and

file the monthly list of payments and monthly list of

purchase order and contracts covering the month of

April 2015.

COMMISSIONER MOSKOWITZ: So moved.

CHAIRMAN BOYER: May I have a second?

COMMISSIONER FRATTALI: Second.

CHAIRMAN BOYER: All those in favor?

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ALL: Aye.

CHAIRMAN BOYER: All those opposed?

Ayes carry.

Approval of the Operations & Maintenance

Committee meeting minutes of May 6, 2015.




ALL: Aye.


Ayes carry.

We have a motion to adopt resolutions approved

by the Operations & Maintenance Committee on May 6,

2015. There are 11 items from the Operations &

Maintenance Committee for consideration of approval.

They are as follows:

DRPA-15-049, a contract for PATCO

rehabilitation of track structure on the Westmont

Viaduct.

Accept a motion?



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ALL: Aye.

CHAIRMAN BOYER: Ayes carry.

DRPA-15-050, construction monitoring services

for Contract PATCO-28-02007, rehabilitation of track

structure of Westmont Viaduct.


CHAIRMAN BOYER: Can I get a second?

COMMISSIONER MOSKOWITZ: Second.

CHAIRMAN BOYER: All in favor signify by

saying aye.

ALL: Aye.

CHAIRMAN BOYER: No's?

Ayes have it.

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

Bridge 5th Street Philadelphia Tunnel rehabilitation

project.

Can I get a motion?




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ALL: Aye.


Motion is carried.

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

Commodore Barry Bridge administration building

switchgear replacement.

Any questions?

Can I get a motion?

COMMISSIONER DiANTONIO: So moved.



CHAIRMAN BOYER: All those in favor signify by

saying aye.

ALL: Aye.

CHAIRMAN BOYER: No?

Ayes carry.

DRPA-15-053, construction monitoring services

for Betsy Ross Bridge and I-95 interchange

improvements project.

Can I get a motion?

COMMISSIONER DiANTONIO: Move the motion.

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ALL: Aye.


Ayes carry.

DRPA-15-054, capital project contract

modifications.

Can I get a motion?

COMMISSIONER WHITE: So moved.




saying aye.

ALL: Aye.

CHAIRMAN BOYER: No?

Motion carries.

DRPA-15-055, easement to Atlantic City

Electric Company for the installation of pole service.

Can I get a motion for adoption?



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saying aye.

ALL: Aye.

CHAIRMAN BOYER: Opposed?

Ayes carry.

DRPA-15-056, purchase of 10 dynamic message

signs for toll lanes at the Ben Franklin, Walt

Whitman, and Commodore Barry Bridges.

COMMISSIONER HEPKINS: So moved.




ALL: Aye.


Ayes have it.

DRPA-15-057, DRPA bridge facility elevator

maintenance and service contract.

COMMISSIONER FENTRESS: So moved.




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ALL: Aye.


Ayes have it.

DRPA-15-058, LEAP Academy University Charter

School in-kind bus parking at the Ben Franklin Bridge

facility.




ALL: Aye.


DRPA-15-059, DRPA application for grant

funding through fiscal year 2015 with the U.S.

Department of Transportation’s TIGER VII discretionary

grant program for the reopening of Franklin Square

Station on the PATCO transit line.

COMMISSIONER FIOL-SILVA: So moved.



ALL: Aye.


Ayes carry.

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Approval of the Finance Committee meeting

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

were previously provided to all Commissioners. May I

have a motion to accept the Finance Committee minutes

of May 6, 2015?


VICE CHAIRMAN NASH: Second.


ALL: Aye.


Ayes have it.

There are five resolutions approved by the

Finance Committee for the general Board's approval

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

upgrades.

May I have a motion?





ALL: Aye.


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Ayes carry.

DRPA-15-061, modification of current temporary

workers’ contracts.




ALL: Aye.


Ayes have it.

DRPA-15-062, broker/consultant for traditional

property casualty, including pollution legal

liability.

Motion?

COMMISSIONER DiANTONIO: Motion.


COMMISSIONER FENTRESS: Second.


ALL: Aye.


The motion carries.

DRPA-15-063, renewal of DRPA bridge property

damage and loss of revenue insurance.

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ALL: Aye.


Ayes have it.

DRPA-15-064, addendum to extend the TSIB

broker/consultant agreement for the owner-controlled

insurance program.





ALL: Aye.


Ayes carry.

I'm going to ask for to approval of Audit

Committee meeting minutes of May 6, 2015.

COMMISSIONER FENTRESS: Move the motion?

CHAIRMAN BOYER: Can I get a second?



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ALL: Aye.


Ayes have it.

They have one resolution approved by the

committee for the general Board's approval today,

DRPA-15-065, approval of Citizens Advisory Committee

membership nomination.

COMMISSIONER MOSKOWITZ: Move the motion.

COMMISSIONER HAIDER: Second.


ALL: Aye.


Ayes have it.

Approval of the Labor Committee meeting

minutes of May 13, 2015.

COMMISSIONER HEPKINS: Move the motion.



ALL: Aye.


We have one resolution and it's a resolution

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

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the DRPA's history of having diversity and inclusion.

They started in 1994, when they established the

Authority's Minority-Owned Business Enterprise and

Women-Owned Business Enterprise Program.

The Program, and two other nondiscriminatory

programs, is administered by the Authority's Office of

Business Development and Equal Opportunity. And since

its inception, we've had extensive outreach programs

to enhance greater diversity among our vendors,

contractors and subcontractors. We’ve also had

consultants do outreach that includes a lot of things,

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

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

everywhere. Some Commissioners that were here helped

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

a fantastic job of doing it.

We have prepared for you our numbers; so we

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

done a great job under the leadership of Toni Brown.

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

the Authority likes to get talent from anywhere we can

get it from.

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I know, Commissioner Dougherty, you were very

strong on minority participation and we would just

like to memorialize that and make that a part of a

subcommittee at this Board level, so when all of us

are gone, the principles of diversity and inclusion

stay at the Authority.

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

for DRPA-15-066 authorizing the creation of a

Diversity and Inclusion Subcommittee of the Labor

Committee.

COMMISSIONER DOUGHERTY: Move the motion.



ALL: Aye.


Ayes have it.

Are there any items for unfinished business

for the DRPA Board?

COMMISSIONER DOUGHERTY: Staying on that

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

CHAIRMAN BOYER: Yeah, go ahead.

COMMISSIONER DOUGHERTY: I'm glad to see the

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world class steward piece that was given out today.

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

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

consistently asked for a breakdown. Through no fault

of anybody here, over a period of time, through

attrition, the numbers have grown completely out-of-

whack on job distribution between New Jersey and

Pennsylvania.

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

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

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

are 653 New Jersey employees versus 194 Pennsylvania

employees. But more importantly, if you look at the

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

completely support and have emphasized over the years

breaking down the specific jobs -- not just in the

trifold, but in the actual document which states the

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

you never get an opportunity for Pennsylvania people

to ascend to the higher paying jobs.

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

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

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$30,000 difference between New Jersey and Pennsylvania

employees in actual dollar value earned versus the

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

cooperative effort in the last couple of years, and I

know Jeff Nash has been completely supportive of

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

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

25 jobs, even though we appreciate them at the lower

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

an opportunity to ascend to positions where we can

engage in the process.

And to even get a little deeper, when you look

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

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

which is weighted heavily against Pennsylvanians in

the process because of the fact that there are certain

formulas that are accepted, that are mandated in the

townships over in Jersey versus the Philadelphia

police force.

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

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

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

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need words before you need actions.

CHAIRMAN BOYER: Well, yeah, the first thing

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

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

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

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

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

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

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

that. Thank you.

COMMISSIONER DOUGHERTY: Well, I'm talking

about a unified workforce. I've also been talking

about a strategic plan that would not only address

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

the Pennsylvanian who gets a job working his way up

the ladder or the guy who is applying for the police

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

class set of employees -- that strategic plan should

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

tolls -- continue to have a long-term strategic

compensation program.

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

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

issues. Instead of taking this piecemeal, we should

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

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

much money you will make. And when every year the

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

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

more social environments, -- people who work in the

facility should be compensated because they put us in

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

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

today. We wouldn't have done this without the

workforce.

CHAIRMAN BOYER: I agree. And last month we

commissioned a compensation specialist to come in to

help us with that strategic plan so we can ensure that

we're paying our workers their worth on the open

market. We have compared it with peer facilities of

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

about putting the workers first because we wouldn't be

here without the workers. So, point well taken,

Commissioner Dougherty.

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Vice Chairman Nash?

VICE CHAIRMAN NASH: I do, first, thank you

very much. I do agree with what the Commissioner and

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

New Jersey Commissioners when I say that this is a

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

New Jersey resident or a Pennsylvania resident. I

think residents shop and spend money on both sides of

the river no matter where they live. And I think

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

then we should be helping the Pennsylvania residents

strategically have an opportunity to apply for those

jobs.

The other thing that is really -- and this

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

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

disparity between -- in gender -- between male and

female, that 80 percent of the Authority's workforce

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

also, that we have a relatively low percentage of

minority employees in the Authority both at PATCO and

the DRPA.

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So these are issues, Commissioner, that I do

think have to be addressed strategically by our Labor

Committee, perhaps, as we move it forward.

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

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

when you walk into that building over in Camden, that

the five or six people that meet you have been there

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

probably some of the lowest paid people in that

building. They're really good people.

And when you have a building that's in that

neighborhood, you're supposed to take care of people

that live in that neighborhood. I believe in that.

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

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

the document. The only thing missing is a strategic

plan.

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

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

comfortable with the leadership here. The change in

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

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

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CHAIRMAN BOYER: Do tanks.

COMMISSIONER DOUGHERTY: We need a report. We

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

over a period of time we can equalize the distribution

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

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

they are there, they have the same opportunities to

ascend to another level that the other guy did who was

grandfathered in because of something we didn't do for

three years while waiting for a strategic report.

VICE CHAIRMAN NASH: I completely agree.

COMMISSIONER DOUGHERTY: Listen, I love the

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

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

given anyone a raise in seven years.

CHAIRMAN BOYER: Thank you.

COMMISSIONER DOUGHERTY: Aren't you glad we

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

(Laughter.)

VICE CHAIRMAN NASH: Can I make a motion we

always have meetings at night?

CHAIRMAN BOYER: There are two items under new

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

consideration of pending DRPA contracts between

$25,000 and $100,000.

COMMISSIONER DiANTONIO: Move the motion.




ALL: Aye.


Ayes carry.

DRPA-068, Ben Franklin Bridge New Jersey

approach parapet rehabilitation.

COMMISSIONER DOUGHERTY: So moved.




ALL: Aye.


The motion carries.

We have the Citizens Advisory Committee

report. Is there a report from the Citizens Advisory

Committee? Could you please state your name for the

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record, sir?

MR. KESSLER: Sure. Good evening,

Commissioners. My name is Jeff --

CHAIRMAN BOYER: Good evening.

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

a member of the Citizens Advisory Committee. Just to

give you a brief sort of update with what happened in

our last CAC meeting, we did meet with Acting

Inspector General David Aubrey, who has been following

up to some of our questions.

We have a couple of suggestions and commentary

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

up in our previous meeting and relates to integrating

the PATCO Freedom Card system with the upcoming SEPTA

key system and the new Indego bike share system, not

only in operational compatibility, but also perhaps in

a fare and transfer policy program.

So, for example, being able to get off of

PATCO at 16th and Locust and then riding an Indego

bike might be something that the Board should consider

looking into.

Additionally, something that we --

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CHAIRMAN BOYER: I did.

MR. KESSLER: Pardon me? Oh, no.

Additionally, something that we saw is the DVRPC

funding for the Ben Franklin Bridge ramp accessibility

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

that we would like to congratulate the Board on and we

look forward to its construction in the coming months.

Additionally, we would like to congratulate

the Board especially on the major PATCO capital

milestones, particularly with the new acceptance of

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

us, particularly those of us who are the transit

riders on the CAC, are very enthusiastic about this

and are looking forward to riding in the new cars.

Additionally, many of us have greatly

appreciated the movement in the track work schedule so

that all of the bridge track work will be completed by

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

will greatly impact all of the PATCO riders out there.

One thing that we do look forward to is the

Board's implementation of the GCR audit

recommendations, especially prior to -- there is an

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upcoming audit that we believe that the -- excuse

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

those audits are conducted, we do think it would be

helpful for another look at that audit report to be

done and have some of those changes implemented. And,

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

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

have been doing thus far.

In terms of our questions for the Board, we

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

comprehensive annual financial report for the end of

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

made available?

MR. WHITE: Our expectation is that will be

available sometime after June 30th.

MR. KESSLER: Okay.

MR. WHITE: There are actually two milestones

related to the comprehensive annual report. The first

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

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

indentures, we have the requirement to provide to the

bond trustee the annual report by July 31st.

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MR. KESSLER: Okay.

MR. WHITE: So from an indenture perspective,

we actually have one month beyond that. But if we

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

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

by June 30th, we would make available the

comprehensive annual report.

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

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

perhaps some of the agency individuals can speak on

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

bridge-related planning, as well as PATCO operational

planning?

MR. HANSON: The planning for the Pope-related

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

really is nothing that we can say at this time,

because anything that I would tell you right now may

change tomorrow.

What I can tell you is that our planning is

actually being led by our Chief of Police. Our

Operations, both Bridge and PATCO, are working very

closely with him. We are putting safety and security

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of our riders and of our facilities' equipment first.

The Chief is working very closely with other law

enforcement and operational agencies. Right now,

there really are no concrete plans.

MR. KESSLER: Okay. That concludes the CAC

report. Thank you all.

MR. HANSON: There is one point that you made

that I want to clarify for the Commissioners and also

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

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

done. Our contract requires us to have a management

audit every five years, a full management audit every

five years. As part of some of the resolutions that

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

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

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

working on the audit, quickly responding and working

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

preparing for the next audit, the RFP, and dealing

with it.

The implementation, to the extent an

implementation of the CGR report is going to be done,

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is completed. So we've completed everything that

we're going to do.

Another restriction with respect to that are

limitations that we have with the budget. Typically,

we are not permitted to increase the budget by more

than 2 percent, per year. Many of the CGR

recommendations are service enhancements and have

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

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

the matrix that we did on the CGR report?

MR. AUBREY: Haven't shared that.

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

we have fall into a category, which is budgetary

impact, and are not able to be implemented at this

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

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

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

working with the senior executive staff -- we pick out

what are the most important initiatives and we go to

work on them.

But, frequently, we're in this overlapping

situation of audit, respond, prepare for audit, and

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there is not a great deal of time to actually

implement audits. We're mostly in the business of

commissioning audits, receiving them, and then

commissioning the audits. That's kind of how it

works.

MR. KESSLER: But these audits that are

upcoming are not related to the same topics of the

previous audit, according to --

MR. HANSON: They're not.

MR. KESSLER: Okay.

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

resources that we have in terms of people will be

focused on -- are focused on dealing with the auditors

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

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

deal with their recommendations. But there will not

be a great deal of time because those people who are

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

evaluation of proposals, and then begin to work with

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

management audit. That is the reality of our approach

to management audit.

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MR. KESSLER: Thank you.

CHAIRMAN BOYER: Do we have any public

comments? Do we have any public comments?

I'll entertain a motion for adjournment.

COMMISSIONER FRATTALI: Move the motion.



ALL: Aye.


The meeting of the Delaware River Port

Authority is adjourned.

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

20, 2015, the meeting adjourned.)

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

this is the original transcript thereof for the file

of the Authority.

FREE STATE REPORTING, INC.

______________________________Timothy J. Atkinson(Official Reporter)

MONTHLY LIST OF PAYMENTS

DELAWARE RIVER PORT AUTHORITYMONTHLY LIST OF PAYMENTS 05/01/15 THRU 05/31/15

MEETING DATE 06/17/2015

VENDOR NAME ITEM DESCRIPTIONRESOLUTION #/ AUTHORIZATION AMOUNT

REMINGTON & VERNICK ENGINEERS, INC 5th Street Tunnel 13-058 $1,908.00 **5th Street Tunnel Total $1,908.00

COUNTRY GAS SERVICES INC Alternate Fuel 25KTHRES $279.00 Alternate Fuel Total $279.00

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

XEROX STATE & LOCAL SOLUTIONS, INC. Audit, Legal, Consultant & Other 04-031 $24,552.98 ARCHER & GREINER Audit, Legal, Consultant & Other 13-032 $5,263.53 AJILON PROFESSIONAL STAFFING Audit, Legal, Consultant & Other 14-092 $5,213.91 PERRY RESOURCES Audit, Legal, Consultant & Other 14-092 $591.76 BENEFIT HARBOR, LP Audit, Legal, Consultant & Other 14-104 $5,396.37 STANDARD & POOR'S Audit, Legal, Consultant & Other 25KTHRES $2,000.00

Audit, Legal, Consultant & Other Total $43,018.55HATCH MOTT MACDONALD, LLC AWB Environmental Assessment 11-094 $53,735.76 **

AWB Environmental Assessment Total $53,735.76REMINGTON & VERNICK ENGINEERS, INC BFB Chiller Replacement 11-094 $3,235.92 **

BFB Chiller Replacement Total $3,235.92PENNONI ASSOCIATES INC BFB Oil/Water Separator 11-094 $2,157.28

BFB Oil/Water Separator Total $2,157.28HNTB CORPORATION - NORTHEAST DIVISION BFB PATCO Track Rehabilitation 12-080 $210,098.94 **RAILROAD/IRON BRIDGE - A JOINT VENTURE BFB PATCO Track Rehabilitation 13-079 $6,121,166.40 **

BFB PATCO Track Rehabilitation Total $6,331,265.34STV, INC BFB Pavement Repairs 11-094 $22,258.74 **

BFB Pavement Repairs Total $22,258.74REMINGTON & VERNICK ENGINEERS, INC BFB Roof Replacements 11-094 $1,756.84 **

BFB Roof Replacements Total $1,756.84AMMANN & WHITNEY BFB South Walkway 12-082 $66,727.20 **

BFB South Walkway Total $66,727.20BANK OF NEW YORK - MELLON Bond Service 99-091 $480,784.11TD BANK, N.A. Bond Service Bond Resolutions $7,758,967.94

Bond Service Total $8,239,752.05HNTB CORPORATION - NORTHEAST DIVISION BRB Biennial Inspection 11-094 $15,595.07

BRB Biennial Inspection Total $15,595.07REMINGTON & VERNICK ENGINEERS, INC BRB Box Chord Repair 14-048 $40,011.61

BRB Box Chord Repair Total $40,011.61AMERICAN BRIDGE CO BRB Structural Repairs 14-121 $323,822.00 **

BRB Structural Repairs Total $323,822.00BRENDA L GREENE Business Meetings 25KTHRES $329.00 CITIZENS CRIME COMMISSION Business Meetings 25KTHRES $300.00 COMMONWEALTH OF PENNSYLVANIA Business Meetings 25KTHRES $450.00

Business Meetings Total $1,079.00BURNS ENGINEERING INC CBB Cable Replacement 11-094 $12,850.76 **

CBB Cable Replacement Total $12,850.76HNTB CORPORATION - NORTHEAST DIVISION CBB NJ Approaches 11-094 $7,175.54 **

CBB NJ Approaches Total $7,175.54CORCON INC CBB Painting 14-149 $1,129,355.50 **STV, INC CBB Painting 14-150 $53,084.72 **

CBB Painting Total $1,182,440.22DANIEL MULLEN CDL License 25KTHRES $44.00 RICHARD J. DENNING CDL License 25KTHRES $69.50 THOMAS M MIHALIC CDL License 25KTHRES $44.00 WILLIAM J MAYO CDL License 25KTHRES $44.00

CDL License Total $201.50ARCH STREET FRIENDS MEETING HOUSE Commissioner Meeting Expense 25KTHRES $800.00

Commissioner Meeting Expense Total $800.00BROWN'S GRAPHIC SOLUTIONS, INC Commissioner Other Expense 25KTHRES $23.85

Commissioner Other Expense Total $23.85MODSPACE Computer Equipment 25KTHRES $600.00 **

Computer Equipment Total $600.00IRON MOUNTAIN INCORPORATED Contractual Services 12-044 $3,863.78 COURT LIAISON SERVICES, LLC Contractual Services 14-088 $2,500.00 TRANSTECH MANAGEMENT INC Contractual Services 14-097 $53,585.45 DELAWARE VALLEY REGIONAL PLANNING Contractual Services 14-113 $52,577.23

** Capital Expenditure Page 1 of 7




BOWMAN & COMPANY LLP Contractual Services 14-158 $57,800.00 Contractual Services Total $170,326.46

CANON FINANCIAL SERVICES INC Copier Lease 11-027 $7,598.82 Copier Lease Total $7,598.82

WATTS WINDOW CLEANING & JANITORIAL CO.,INC. Custodial Services 13-091 $20,717.62 Custodial Services Total $20,717.62

RIGGINS Diesel Fuel 14-082 $7,078.09 Diesel Fuel Total $7,078.09

CLEAN VENTURE INC Disposal Fees 13-076 $3,978.00 Disposal Fees Total $3,978.00

BILLOWS ELECTRIC SUPPLY Electric Lamps 25KTHRES $2,237.32 Electric Lamps Total $2,237.32

ATLANTIC CITY ELECTRIC Electricity UTILITY $13,477.44 DIRECT ENERGY BUSINESS Electricity UTILITY $40,777.34 P S E & G Electricity UTILITY $15,190.76 PECO ENERGY Electricity UTILITY $28,062.43

Electricity Total $97,507.97ADAM CARMASINE Employee Mileage 25KTHRES $8.05 ARTHUR MCLEAN Employee Mileage 25KTHRES $12.65 BETTY GREGORY Employee Mileage 25KTHRES $5.18 BRENDA L GREENE Employee Mileage 25KTHRES $355.78 CHARLES MAZZONE Employee Mileage 25KTHRES $10.35 CONSTANTINO PARISI Employee Mileage 25KTHRES $62.10 CURTIS JACKSON Employee Mileage 25KTHRES $5.18 DARYL JENIFER Employee Mileage 25KTHRES $12.65 DAVID J. AUBREY Employee Mileage 25KTHRES $32.60 EDWARD SCHLEY Employee Mileage 25KTHRES $12.65 ERIN WATTERSON Employee Mileage 25KTHRES $93.00 GAIL POLK Employee Mileage 25KTHRES $55.20 HALE RICHARDS Employee Mileage 25KTHRES $11.50 JAMES M WHITE JR Employee Mileage 25KTHRES $26.45 JAMES MURRAY Employee Mileage 25KTHRES $5.18 JANET ROMANI Employee Mileage 25KTHRES $25.89 JOHANNE CORKER Employee Mileage 25KTHRES $30.18 JOHN FRANKLIN Employee Mileage 25KTHRES $5.18 JOHN G. PETERSON Employee Mileage 25KTHRES $52.32 JOHN T HANSON Employee Mileage 25KTHRES $123.82 JOHN VINISKI Employee Mileage 25KTHRES $128.00 KELLY ZACHWIEJA Employee Mileage 25KTHRES $3.45 KRISTEN KLEPACKI Employee Mileage 25KTHRES $82.80 MICHAEL PELLEGRINO Employee Mileage 25KTHRES $11.50 MICHAEL VENUTO Employee Mileage 25KTHRES $85.70 NANCY FARTHING Employee Mileage 25KTHRES $104.17 NIASHA JORDAN Employee Mileage 25KTHRES $11.50 PATRICIA GRIFFEY Employee Mileage 25KTHRES $56.35 RICHARD DAVIS Employee Mileage 25KTHRES $37.95 SYVILLA WILLIAMS Employee Mileage 25KTHRES $11.50 THOMAS M KNETZ Employee Mileage 25KTHRES $76.48 TONI CORSEY Employee Mileage 25KTHRES $50.60 ROBIN VALENTINE Employee Mileage 25KTHRES $6.32

Employee Mileage Total $1,612.23THE VETERAN JOURNAL, INC. EOE Advertisement 25KTHRES $595.00

EOE Advertisement Total $595.00ALM Equipment 25KTHRES $195.90 ATLANTIC TACTICAL Equipment 25KTHRES $3,009.00 COMPUTECH INTERNATIONAL Equipment 25KTHRES $20,856.00 EPLUS TECHNOLOGY INC Equipment 25KTHRES $4,680.37 SCHNEIDER ELECTRIC Equipment 25KTHRES $9,984.00 SLATE BELT SAFETY Equipment 25KTHRES $1,672.00 SOFTWARE HOUSE INTERNATIONAL Equipment 25KTHRES $207.00 THOMSON REUTERS- WEST Equipment 25KTHRES $491.00

Equipment Total $41,095.27SLATE BELT SAFETY Equipment & Tools 25KTHRES $1,529.50





Equipment & Tools Total $1,529.50XEROX STATE & LOCAL SOLUTIONS, INC. E-ZPass Clearing Account 04-031 $79,711.15

E-ZPass Clearing Account Total $79,711.15NJ TURNPIKE AUTHORITY (NJ E-ZPASS) E-ZPass Credit Card Fee Settlement 04-031 $206,821.98

E-ZPass Credit Card Fee Settlement Total $206,821.98AMERICAN EXPRESS E-ZPass Credit Card Fees 04-031 $9.46PAYMENTECH E-ZPass Credit Card Fees 04-031 $316.83

E-ZPass Credit Card Fees Total $326.29XEROX STATE & LOCAL SOLUTIONS, INC. E-ZPass Fixed Monthly Operations Fee 04-031 $27,810.29

E-ZPass Fixed Monthly Operations Fee Total $27,810.29XEROX STATE & LOCAL SOLUTIONS, INC. E-ZPass VPC 04-031 $17,714.59

E-ZPass VPC Total $17,714.59XEROX STATE & LOCAL SOLUTIONS, INC. E-ZPass Walk In CSC 04-031 $44,597.50

E-ZPass Walk In CSC Total $44,597.50INTERNAL REVENUE SERVICE-CHICAGO Federal/FICA Payroll Taxes $880,847.09

Federal/FICA Payroll Taxes Total $880,847.09NETWORKFLEET, INC. Fleet GPS 13-085 $4,699.60

Fleet GPS Total $4,699.60RIGGINS Gasoline - Unleaded 14-082 $26,927.18

Gasoline - Unleaded Total $26,927.18THE LOUIS BERGER GROUP, INC. General Engineering 11-094 $13,543.88 **

General Engineering Total $13,543.88JACOBS ENGINEERING GROUP INC General Engineering Support Services 14-048 $1,475.29 PARSONS BRINCKERHOFF INC. General Engineering Support Services 14-048 $24,526.15

General Engineering Support Services Total $26,001.44PPC LUBRICANTS Grease and Oil 14-022 $5,679.40

Grease and Oil Total $5,679.40P S E & G Heat UTILITY $9,454.05 PHILADELPHIA GAS WORKS Heat UTILITY $6,408.49 SOUTH JERSEY GAS COMPANY Heat UTILITY $4,197.85

Heat Total $20,060.39PORT AUTHORITY TRANSIT Intercompany Transfers $2,500,000.00

Intercompany Transfers Total $2,500,000.00IUOE 542 BENEFIT FUNDS IUOE Medical Insurance 15-033 $281,907.00

IUOE Medical Insurance Total $281,907.00BOXWOOD TECHNOLOGY INC Job Advertisement 25KTHRES $590.00 LIFE MEDIA, INC. Job Advertisement 25KTHRES $500.00

Job Advertisement Total $1,090.00ADAM R. JACURAK Job Certifications & Licenses 25KTHRES $128.00 MICHAEL HOWARD Job Certifications & Licenses 25KTHRES $128.00 SURYAKANT T PATEL Job Certifications & Licenses 25KTHRES $129.75

Job Certifications & Licenses Total $385.75UNI-SELECT USA, INC Landscaping - Equipment Repairs 14-037 $577.84

Landscaping - Equipment Repairs Total $577.84SOUTH CAMDEN IRON WORKS Landscaping Equipment 25KTHRES $5,549.58 **

Landscaping Equipment Total $5,549.58BANK OF AMERICA Letter of Credit Payment 12-021 $250.00

Letter of Credit Payment Total $250.00TOTAL EQUIPMENT TRAINING License Fees 25KTHRES $3,849.97

License Fees Total $3,849.97SOFTWARE HOUSE INTERNATIONAL Licensing Fees - Software 15-026 $32,825.26

Licensing Fees - Software Total $32,825.26CAMDEN PARKING AUTHORITY Limited Mobility Parking 25KTHRES $636.65

Limited Mobility Parking Total $636.65INTERSTATE MOBILE CARE, INC. Medical Testing 14-103 $1,873.00

Medical Testing Total $1,873.00ARMA INTERNATIONAL Membership Dues 25KTHRES $410.00 ATTORNEY REGISTRATION Membership Dues 25KTHRES $200.00 CAMDEN COUNTY BAR ASSOC Membership Dues 25KTHRES $360.00 NEW JERSEY ASSOCIATION FOR JUSTICE Membership Dues 25KTHRES $295.00 NJ LAWYERS' FUND Membership Dues 25KTHRES $252.00 NJ POLICE TRAFFIC OFFICERS ASSOCIATION Membership Dues 25KTHRES $50.00 NJSCPA EDUCATION FOUNDATION, INC. Membership Dues 25KTHRES $320.00





PENNSYLVANIA SELF-INSURERS' ASSOCIATION Membership Dues 25KTHRES $250.00 Membership Dues Total $2,137.00

TD BANK, N.A. Net Payroll $320,073.76WELLS FARGO BANK, NA Net Payroll $2,345,109.50

Net Payroll Total $2,665,183.26N.J. STATE - GIT NJ Payroll Taxes $68,151.39

NJ Payroll Taxes Total $68,151.39BRINKERHOFF ENVIORNMENTAL SERVICES NJ Sites Remediation 14-030 $34,289.41 **

NJ Sites Remediation Total $34,289.41HOWARD KORSEN NTI Training Expense 25KTHRES $1,168.48 **

NTI Training Expense Total $1,168.48NATIONAL UNION FIRE INSURANCE OCIP Accrual 14-052 $68,307.67

OCIP Accrual Total $68,307.67CANON SOLUTIONS AMERICA, INC. Office Supplies 11-027 $4,601.02 PAPER MART, INC. Office Supplies 14-144 $1,664.50 W.B. MASON CO. INC. Office Supplies 14-144 $2,395.88

Office Supplies Total $8,661.40PA DEPT OF REVENUE PA Payroll Taxes $25,739.22

PA Payroll Taxes Total $25,739.22PAPER MART, INC. Paper 14-144 $1,595.96

Paper Total $1,595.96XEROX STATE & LOCAL SOLUTIONS, INC. Parking TXN Fees 04-031 $420.46

Parking TXN Fees Total $420.46LAZ PARKING MID ATLANTIC LLC Part-time Toll Collectors 13-095 $68,611.16

Part-time Toll Collectors Total $68,611.16BOWMAN & COMPANY LLP PATCO Contractual Services 14-158 $32,200.00

PATCO Contractual Services Total $32,200.00CANON SOLUTIONS AMERICA, INC. PATCO Copier Expense 11-027 $754.78

PATCO Copier Expense Total $754.78A.P. CONSTRUCTION INC PATCO Escalator Replacement 12-010 $140,628.15 **BURNS ENGINEERING INC PATCO Escalator Replacement 12-011 $14,176.89 **

PATCO Escalator Replacement Total $154,805.04QUAL-LYNX PATCO Insurance 12-006 $11,787.72

PATCO Insurance Total $11,787.72PENNONI ASSOCIATES INC PATCO Outbound Survey 13-081 $46,857.88 **

PATCO Outbound Survey Total $46,857.88SPRINT PATCO Telephone UTILITY $2,001.66 VERIZON PATCO Telephone UTILITY $8,131.09 VERIZON BUSINESS PATCO Telephone UTILITY $283.39

PATCO Telephone Total $10,416.14PARSONS BRINCKERHOFF INC. PATCO Track Inspection 14-048 $3,894.75

PATCO Track Inspection Total $3,894.75JACOBS ENGINEERING GROUP INC PATCO Train Dimensional Drawings 14-048 $6,989.64

PATCO Train Dimensional Drawings Total $6,989.64PNC P-Card Purchases 25KTHRES $121,641.85

P-Card Purchases Total $121,641.85N.J. PUBLIC EMPLOYEES RETIREMENT SYSTEM Pension & Benefits $3,000.00

Pension & Benefits Total $3,000.00TREASURER, STATE OF NEW JERSEY Permit Fees 25KTHRES $20,755.00

Permit Fees Total $20,755.00JESSICA GABE Personal Property Damage 25KTHRES $100.00

Personal Property Damage Total $100.00CITY OF PHILADELPHIA Phila Employee W/H Taxes $22,665.90

Phila Employee W/H Taxes Total $22,665.90UNITED PARCEL SERVICE (UPS) Postage 25KTHRES $218.04

Postage Total $218.04ALLEN REPRODUCTION CO Printing 25KTHRES $116.91 CHESTNUT MARKETING GROUP Printing 25KTHRES $1,050.00

Printing Total $1,166.91QUAL-LYNX Professional Services 12-006 $16,383.13 INTERSTATE MOBILE CARE, INC. Professional Services 14-103 $4,121.00

Professional Services Total $20,504.13FREE STATE REPORTING, INC. Records Management 14-046 $2,398.75





Records Management Total $2,398.75AECOM TECHNICAL SERVICES, INC Rehabilitation Drainage 13-001 $2,078.67 **

Rehabilitation Drainage Total $2,078.67THYSSENKRUPP ELEVATOR CORPORATION Repairs - Bridges 12-003 $12,293.63 TRI-M GROUP LLC Repairs - Bridges 14-123 $9,927.50 CORRPRO COMPANIES, INC. Repairs - Bridges 25KTHRES $1,500.00 KALWALL CORPORATION Repairs - Bridges 25KTHRES $7,061.00 ONE CALL CONCEPTS Repairs - Bridges 25KTHRES $16.46

Repairs - Bridges Total $30,798.59COONEY BROTHERS INC Repairs - Buildings 25KTHRES $271.16

Repairs - Buildings Total $271.16TRI-M GROUP LLC Repairs - Heating/AC System 14-123 $15,122.50

Repairs - Heating/AC System Total $15,122.50THYSSENKRUPP ELEVATOR CORPORATION Repairs - Other Equipment 12-003 $912.50 T SLACK ENVIRONMENTAL SERVICES INC Repairs - Other Equipment 14-022 $612.04 TRI-M GROUP LLC Repairs - Other Equipment 14-123 $6,205.00 DRAEGER SAFETY DIAGNOSTICS, INC Repairs - Other Equipment 25KTHRES $240.00 TRAFCON INDUSTRIES, INC Repairs - Other Equipment 25KTHRES $4,544.00

Repairs - Other Equipment Total $12,513.54SOUTH CAMDEN IRON WORKS Repairs Bridge 25KTHRES $16,863.85 **WHARTON HARDWARE & SUPPLY Repairs Bridge 25KTHRES $335.33 **

Repairs Bridge Total $17,199.18FRANKLIN ELECTRIC CO Repairs to Buildings 25KTHRES $2,506.89 **GRAYBAR ELECTRIC COMPANY INC Repairs to Buildings 25KTHRES $190.84 **PEIRCE-PHELPS INC Repairs to Buildings 25KTHRES $2,349.27 **WINROC-SPI Repairs to Buildings 25KTHRES $1,440.00 **

Repairs to Buildings Total $6,487.00R. E. PIERSON MATERIALS CORP. Replacement of Roadway 25KTHRES $2,824.21 ROBERT T WINZINGER, INC Replacement of Roadway 25KTHRES $77.00 WELDON ASPHALT Replacement of Roadway 25KTHRES $2,979.92

Replacement of Roadway Total $5,881.13AMERIHEALTH INSURANCE Retiree Medical Insurance 14-115 $200,491.39 THE ESTATE OF THOMAS C. POUNTNEY Retiree Medical Insurance 25KTHRES $390.00

Retiree Medical Insurance Total $200,881.39HNTB CORPORATION - NORTHEAST DIVISION RFP Development 14-048 $9,507.26

RFP Development Total $9,507.26DAKTRONICS, INC Signs 14-118 $3,300.00 **SIGNAL-TECH Signs 14-144 $49,385.00 **M.H. CORBIN INC. Signs 25KTHRES $1,891.00

Signs Total $54,576.00OCEANPORT, LLC Snow Removal - Salt 14-144 $20,104.36

Snow Removal - Salt Total $20,104.36SUNGARD AVAILABILITY SERVICES LP Soft/Hardware Service Contracts 10-135 $4,023.00 ELLIOTT-LEWIS Soft/Hardware Service Contracts 25KTHRES $835.00

Soft/Hardware Service Contracts Total $4,858.00SOWINSKI SULLIVAN ARCHITECTS, PC Station Improvements 13-080 $68,959.38 **

Station Improvements Total $68,959.38LINDSAY TRANSPORTATION SOLUTIONS Stores Inventory 14-144 $12,000.00 A&A GLOVE & SAFETY CO. Stores Inventory 25KTHRES $714.00 ATLAS FLASHER AND SUPPLY CO INC Stores Inventory 25KTHRES $2,894.00 BORTEK INDUSTRIES, INC. Stores Inventory 25KTHRES $1,365.23 EASTERN DATA PAPER Stores Inventory 25KTHRES $1,867.50 GRIFFITH ELECTRIC SUPPLY Stores Inventory 25KTHRES $6,377.18 LACAL EQUIPMENT CO Stores Inventory 25KTHRES $5,852.00 MULTIFACET, INC. Stores Inventory 25KTHRES $666.47 PENDERGAST SAFETY EQUIP Stores Inventory 25KTHRES $743.40 RIBBONS EXPRESS INC Stores Inventory 25KTHRES $595.00 ROBERTS OXYGEN Stores Inventory 25KTHRES $144.00 SALERNO TIRE CORPORATION Stores Inventory 25KTHRES $3,614.88 SHERWIN WILLIAMS Stores Inventory 25KTHRES $243.60 U.S. MUNICIPAL SUPPLY INC Stores Inventory 25KTHRES $610.54 WHARTON HARDWARE & SUPPLY Stores Inventory 25KTHRES $747.70 Y-PERS Stores Inventory 25KTHRES $1,235.00





Stores Inventory Total $39,670.50BUSINESS & LEGAL RESOURCES INC (BLR) Subscriptions 25KTHRES $995.00 DIRECTV Subscriptions 25KTHRES $13.00 THOMSON REUTERS- WEST Subscriptions 25KTHRES $407.67

Subscriptions Total $1,415.67UNI-SELECT USA, INC Supplies 14-037 $29.35 A & P CUSTOM KITCHENS Supplies 25KTHRES $650.00 FYR FYTER SALES AND SERVICE Supplies 25KTHRES $196.58 LAWMEN SUPPLY CO OF NEW JERSEY, INC. Supplies 25KTHRES $2,157.60 NJ STATE OFFICE OF WEIGHTS AND MEASURES Supplies 25KTHRES $400.00 SOUTH JERSEY WELDING Supplies 25KTHRES $436.17 TRI-COUNTY TERMITE & PEST CONTROL INC. Supplies 25KTHRES $90.00

Supplies Total $3,959.70UBS GLOBAL ASSET MANAGEMENT Swap Interest Payments 01-019 $2,684,873.97

Swap Interest Payments Total $2,684,873.97SPRINT Telephone UTILITY $2,489.46 THE CONFERENCE GROUP, LLC Telephone UTILITY $342.62 VERIZON Telephone UTILITY $32,458.39 VERIZON BUSINESS Telephone UTILITY $4,057.89 VERIZON WIRELESS Telephone UTILITY $6,720.69

Telephone Total $46,069.05UNI-SELECT USA, INC Tires and Tubes 14-037 $64.60 JAY'S TIRE SERVICE Tires and Tubes 25KTHRES $3,230.00

Tires and Tubes Total $3,294.60DUNBAR ARMORED, INC. Toll Deposit Processing Fee 14-093 $15,920.10

Toll Deposit Processing Fee Total $15,920.10KAREN BARNARD Toll Refunds 25KTHRES $10.00 MARTIN CLARK Toll Refunds 25KTHRES $10.00

Toll Refunds Total $20.00EEOC TRAINING INSTITUTE Training - Registration 13-093 $34,000.00 NEW JERSEY INSTITUTE Training - Registration 25KTHRES $210.00 NJCPA Training - Registration 25KTHRES $320.00 SKILLPATH SEMINARS Training - Registration 25KTHRES $149.00 STOCKTON UNIVERSITY Training - Registration 25KTHRES $299.00

Training - Registration Total $34,978.00DAVID J. AUBREY Training, Travel and Subsistence 25KTHRES $39.60 JOHANNE CORKER Training, Travel and Subsistence 25KTHRES $14.16 KELLY L FORBES Training, Travel and Subsistence 25KTHRES $69.81 KHALIL CHRISTIAN Training, Travel and Subsistence 25KTHRES $254.86 MARIANNE STASZEWSKI Training, Travel and Subsistence 25KTHRES $92.56 RADISSON HOTEL Training, Travel and Subsistence 25KTHRES $505.00 SKILLPATH SEMINARS Training, Travel and Subsistence 25KTHRES $31.90

Training, Travel and Subsistence Total $1,007.89XEROX STATE & LOCAL SOLUTIONS, INC. Transaction Fees 04-031 $226,949.14

Transaction Fees Total $226,949.14WASTE MANAGEMENT OF NEW JERSEY, INC Trash Removal 13-071 $5,039.80 WASTE MANAGEMENT OF PA INC Trash Removal 13-071 $1,777.60

Trash Removal Total $6,817.40JAMES BEACH Tuition Reimbursement 25KTHRES $1,830.00 NYDIA ROSARIO Tuition Reimbursement 25KTHRES $1,680.00

Tuition Reimbursement Total $3,510.00ACME UNIFORM FOR INDUSTRY Uniforms 25KTHRES $562.00 ALKO DISTRIBUTORS, INC. Uniforms 25KTHRES $199.98 ATLANTIC TACTICAL Uniforms 25KTHRES $57.65 LAWMEN SUPPLY CO OF NEW JERSEY, INC. Uniforms 25KTHRES $3,029.00

Uniforms Total $3,848.63EMPLOYEE PASS THROUGH PAYMENTS Union Dues, Employee Contributions, Etc. $371,708.17

Union Dues, Employee Contributions, Etc. Total $371,708.17UNI-SELECT USA, INC Vehicle Repairs - Inside 14-037 $1,473.14

Vehicle Repairs - Inside Total $1,473.14UNI-SELECT USA, INC Vehicle Repairs - Outside 14-037 $103.11

Vehicle Repairs - Outside Total $103.11UNI-SELECT USA, INC Vehicle Supplies 14-037 $10,008.79





Vehicle Supplies Total $10,008.79NESTLE WATERS NORTH AMERICA Water and Sewer 14-058 $984.54 CITY OF PHILADELPHIA Water and Sewer UTILITY $7,358.10 NEW JERSEY AMERICAN WATER Water and Sewer UTILITY $686.96 PENNSAUKEN SEWERAGE AUTH Water and Sewer UTILITY $50.00

Water and Sewer Total $9,079.60QUAL-LYNX Workmen's Compensation 12-105 $97,793.33

Workmen's Compensation Total $97,793.33SOUTH STATE, INC WWB Approaches 14-009 $326,218.17 **HNTB CORPORATION - NORTHEAST DIVISION WWB Approaches 14-012 $7,520.61

WWB Approaches Total $333,738.78HAKS ENGINEERS, PC WWB Biennial Inspection 14-014 $19,032.41

WWB Biennial Inspection Total $19,032.41AMMANN & WHITNEY WWB Painting 13-042 $30,771.16 **

WWB Painting Total $30,771.16PA DEPT OF LABOR & INDUSTRY WWB Permit Fee 25KTHRES $132.00

WWB Permit Fee Total $132.00AECOM TECHNICAL SERVICES, INC WWB Suspension Design 07-018 $72,823.17 **URBAN ENGINEERS, INC./URS, A JOINT VENTURE WWB Suspension Design 10-021 $14,220.43 **

WWB Suspension Design Total $87,043.60

$28,781,275.18


PURCHASE ORDERS & CONTRACTS

DRPA MONTHLY LIST OF PURCHASE ORDR CONTRACTS - MAY 2015

VENDOR NAME ITEM DESCRIPTION PO NUMBER AMOUNT RESOLUTION

503 CORP Stores Inventory Account P15P0180 $417.30 25KTHRES

503 CORP Stores Inventory Account P15P0191 $119.76 25KTHRES

84 LUMBER COMPANY, LP Repairs to Buildings P15P0165 $1,774.03 25KTHRES

A&A GLOVE & SAFETY CO. Stores Inventory Account P15P0160 $570.00 25KTHRES

A&A GLOVE & SAFETY CO. Stores Inventory Account P15P0179 $1,578.50 25KTHRES

A&A GLOVE & SAFETY CO. Stores Inventory Account P15P0188 $326.00 25KTHRES

A&A GLOVE & SAFETY CO. Uniforms P15P0102 $893.00 25KTHRES








ACE PLUMBING & ELECTRICAL SUPPLIES CO. INC Stores Inventory Account P15P0189 $289.00 25KTHRES

AIRGAS SAFETY Stores Inventory Account P15P0173 $568.62 25KTHRES

ALLIED ELECTRONICS Repair/Replacement Toll Equip P15P0190 $126.00 25KTHRES

AMERICAN UNIFORM SALES INC Uniforms P15P0183 $531.58 25KTHRES

AMERICAN UNIFORM SALES INC Uniforms P15P0184 $1,002.49 25KTHRES



CHAMMINGS ELECTRIC, INC Repairs - Bridges P15C0028 $5,400.00 25KTHRES

CORRPRO COMPANIES, INC. Repairs - Bridges P15P0182 $21,760.00 25KTHRES

CREATIVE VISUAL SYSTEMS Repairs - Furniture and Fixtures P15P0176 $770.00 25KTHRES

D.S. BROWN Repairs Bridge P15C0027 $21,893.00 25KTHRES

GIANT ROOFING LLC Repairs - Buildings P15E0016 $2,550.00 25KTHRES

GRIFFITH ELECTRIC SUPPLY Stores Inventory Account P15P0161 $240.00 25KTHRES

GROUPE LACASSE LLC Furniture and Fixtures P15S0083 $2,082.08 25KTHRES

GROVE SUPPLY Repairs - Buildings P15P0193 $7,044.00 25KTHRES

HILLTOP BLOCK & SUPPLY Landscaping - Seed and Shrubs P15P0101 $5,259.76 25KTHRES

JOHNSTONE SUPPLY Repairs to Buildings P15P0163 $2,117.88 25KTHRES

JPC GROUP, INC. Repairs - Buildings P15E0013 $14,696.36 25KTHRES

KEYPORT ARMY & NAVY Uniforms P15S0076 $122.50 25KTHRES






LINDSAY TRANSPORTATION SOLUTIONS Stores Inventory Account P15L0026 $9,600.00 DRPA-14-144

MULTIFACET, INC. Stores Inventory Account P15P0169 $648.00 25KTHRES

MULTIFACET, INC. Stores Inventory Account P15P0174 $951.66 25KTHRES

MULTIFACET, INC. Stores Inventory Account P15P0192 $1,028.60 25KTHRES

NEXT GENERATION INC. DBA NEXGEN Stores Inventory Account P15P0181 $304.08 25KTHRES

OLD DOMINION BRUSH Stores Inventory Account P15P0168 $480.00 25KTHRES

PAPER MART, INC. Stores Inventory Account P15P0178 $145.80 25KTHRES

PENDERGAST SAFETY EQUIP Stores Inventory Account P15P0162 $385.20 25KTHRES



RIBBONS EXPRESS INC Stores Inventory Account P15P0195 $595.00 25KTHRES

SALERNO TIRE CORPORATION Stores Inventory Account P15P0170 $2,688.00 25KTHRES

SCHNEIDER ELECTRIC Miscellaneous Equipment P15S0071 $6,301.60 25KTHRES

SHERWIN WILLIAMS Repairs Bridge P15S0082 $12,940.52 25KTHRES

SOFTWARE HOUSE INTERNATIONAL Licensing Fees - Software P15S0075 $419.40 25KTHRES

SOFTWARE HOUSE INTERNATIONAL Miscellaneous Equipment P15S0073 $9,004.88 25KTHRES

DRPA MONTHLY LIST OF PURCHASE ORDR CONTRACTS - MAY 2015


STEEL DOORS, INC. Repairs to Buildings P15P0194 $1,795.00 25KTHRES

SUNGARD AVAILABILITY SERVICES LP Licensing Fees - Software P15L0025 $8,498.00 25KTHRES

THYSSENKRUPP ELEVATOR CORPORATION Repairs - Bridges P15E0017 $6,095.00 25KTHRES

TRANSPO INDUSTRIES INC Attenuator Repairs/Replacement P15P0187 $2,525.00 25KTHRES

TRI-M GROUP LLC Repairs - Heating/AC System P15L0027 $2,675.00 25KTHRES

UNI-SELECT USA, INC Stores Inventory Account P15P0167 $314.80 25KTHRES

W W GRAINGER INC Stores Inventory Account P15P0171 $865.00 25KTHRES

WINROC-SPI Repairs to Buildings P15P0164 $1,440.00 25KTHRES

Y-PERS Stores Inventory Account P15P0172 $531.25 25KTHRES

OPERATIONS & MAINTENANCE



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Operations & Maintenance Committee Meeting

One Port Center2 Riverside DriveCamden, New Jersey

Wednesday, June 3, 2015

Committee Members:

Albert Frattali, ChairmanRohan Hepkins, Vice ChairmanWhitney WhiteFrank DiAntonioCharles FentressRichard SweeneyAntonio Fiol-Silva (via telephone)John Lisko, Chief of Staff, Pennsylvania Treasury

(for Acting Pennsylvania Treasurer ChristopherCraig (via telephone)

Others Present:

Ryan Boyer, Chairman to DRPA/PATCO Board(via telephone)

Amy Herbold, Senior CounselNew Jersey Governor's Authorities Unit

DRPA/PATCO Staff:

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

Acting Corporate SecretaryStephen Holden, Deputy General CounselGerald Faber, Assistant General CounselKathleen P. Vandy, Assistant General CounselRichard J. Mosback, Jr., Assistant General CounselDan Auletto, Acting Chief Operating Officer

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DRPA/PATCO Staff: (continued)

Michael Venuto, Chief EngineerDavid Aubrey, Acting Inspector GeneralValerie Bradford, Bridge Director, Ben Franklin and

Betsy Ross BridgesJohn Rink, General Manager, PATCOBennett Cornelius, Assistant General Manager, PATCOSteve Reiners, Fleet Manager, Walt Whitman BridgeSheila Milner, Administrative CoordinatorElizabeth McGee, Administrative Coordinator

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I N D E X

Page

Roll Call 4

Construction for OPC 6th Floor Interior 5Renovations and Alterations

Construction Monitoring Services for Contract 6No. BF-37-2013, BFB 5th Street PhiladelphiaTunnel Rehabilitation

Right of Entry Permit and Related Agreements 8with 4th Coast Productions

2015 Dump Trucks Seven (7) and Hydraulic 11Systems Seven (7)

Installation of Cameras for PATCO Station 15Bike Racks

Rental Uniforms and Laundry Services for PATCO 16

Sole Source Procurement for Integration of Toll 18Lane DMS Canopy Signs with Toll SATS Menu

Right of Entry and Perpetual Aerial Easement 20for PSEG Aerial Power/Fiber Cables overRoute 90 near Betsy Ross Bridge

General Discussion

Change Order - American Bridge Company for 22BRB Emergency Repairs

Spending Tracking 25

Executive Session 26

Adjourn 27

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(8:07 a.m.)

CHAIRMAN FRATTALI: I'd like to call to order

the meeting of the Operations & Maintenance Committee,

Delaware River Port Authority, and ask the Corporate

Secretary to call the roll.

MS. MAYOCK: On the telephone, we have Board

Chairman Boyer?

BOARD CHAIRMAN BOYER: Here.

MS. MAYOCK: O&M Chairman Frattali?

CHAIRMAN FRATTALI: Here.

MS. MAYOCK: Vice Chairman Hepkins?

VICE CHAIRMAN HEPKINS: Here.


COMMISSIONER FIOL-SILVA: Here.





MS. MAYOCK: Do we have Commissioner Lisko on

the line? No.

Commissioner White? No.

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We still have a quorum. You're good.

COMMISSIONER DiANTONIO: I'm here, too.

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

from, Commissioner DiAntonio? My apologies.

Anybody else I'm not recognizing?

We have a quorum.

CHAIRMAN FRATTALI: All right. There are

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

construction for One Port Center, sixth floor interior

renovations and alterations.

Mr. Venuto?

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

morning, Commissioners. Staff is seeking

authorization to negotiate a construction contract

with the firm of Murphy Quigley Company to perform

interior renovations and alterations of the sixth

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

The sixth floor was designed and configured

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

Since that original configuration of the sixth floor,

the IS department has expanded and the space needs to

be reconfigured to accommodate their needs.

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The project was publicly advertised. Nine

sets of documents were sold and three bids were

received. Staff has completed the evaluation of the

bids and recommends that a contract be awarded to

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

the lowest responsive and responsible bidder.

CHAIRMAN FRATTALI: Are there any questions on

this? If not, I need a motion.


CHAIRMAN FRATTALI: Is there a second?

COMMISSIONER SWEENEY: Second.

CHAIRMAN FRATTALI: All in favor?

ALL: Aye.

CHAIRMAN FRATTALI: Any opposed?

The ayes have it.

The second item is construction monitoring

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

Franklin Bridge 5th Street Philadelphia Tunnel

rehabilitation.

Mike?

MR. VENUTO: Thank you. This is the project

-- this is the construction project we talked about

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last month where the construction was approved for the

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

What is being handed out -- attached to the

summary statement and resolution in the packet is a

memo from me that talks about the selection process,

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

of -- I wanted to replace the attachment to the

summary statement and resolution. What was changed is

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

highest technically ranked firm and somehow, on the

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

replacing the attachment. That's the new attachment,

yes.

So, staff is seeking authorization to

negotiate an agreement with Johnson, Mirmiran &

Thompson to provide construction monitoring service

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

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

The agreement will provide full-time, on-site

construction inspection and monitoring services for

the 5th Street tunnel rehabilitation project.

The services include a part-time resident

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engineer and full-time support inspection staff for

inspecting all contract field activities and

monitoring of the contractor's compliance with the

plans and speculations.

CHAIRMAN FRATTALI: Any questions?

Seeing none, I need a motion.


CHAIRMAN FRATTALI: Second?


CHAIRMAN FRATTALI: I have a motion and

second.

All in favor?

ALL: Aye.


The ayes have it.

The third item is the right-of-entry permit

and related agreements with 4th Coast Productions.

Mike?

MR. VENUTO: Yes. Commissioners, we are

embarking on a challenging painting project of the

Commodore Barry Bridge; a de-leading and painting

project. We received the request from 4th Coast

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Productions to film a documentary of the painting work

to show the importance of rehabbing major structures,

specifically for painting and coatings.

We have talked to -- following their inquiry

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

engineering, from Legal, and Bridge Operations -- to

discuss what they want to do and what they are going

to use it for. We have satisfied ourselves that it

would be beneficial to both them and to the DRPA to

show the nature of this type of work.

At this point, Staff is seeking authorization

to negotiate and enter into an appropriate property

access agreement permitting 4th Coast Productions to

enter DRPA property on and adjacent to the Commodore

Barry Bridge. 4th Coast plans to bring limited

personnel and equipment onto the premises for the

purpose of filming a documentary motion picture

highlighting the bridge painting and rehabilitation

work.

The insurance and indemnifications provision

will be included as part of any agreement. And the

agreement will also include reservation of the

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Authority's rights to review and edit any footage for

security sensitive information and/or other

operational purposes, as well as to limit the use of

any footage for commercial purposes for the contractor

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

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

not as collecting film for commercial purposes for the

contractor.

The contractor has agreed with 4th Coast

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

advertising purposes. And we are going to have the

rights to review any and all footage.


BOARD CHAIRMAN BOYER: I have a question.

This is Ryan Boyer.

CHAIRMAN FRATTALI: Go ahead, Chairman.

BOARD CHAIRMAN BOYER: Did we run it by

Security and the Police Department, because they're

going to be concerned with the safety on the bridge.

Did we check their film crew to make sure that they

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

clearance?

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

vetted this with our Division of Homeland Security and

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

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

short time a third person with the filming crew, and

they will be required to have the background checks

and a TWIC card prior to being on-site.

BOARD CHAIRMAN BOYER: Okay.

CHAIRMAN FRATTALI: Any other questions?



CHAIRMAN FRATTALI: Any second?



second.

All in favor?

ALL: Aye.


Ayes have it.

The fourth item is the purchase of seven dump

trucks and hydraulic systems in 2015.

Mr. Reiners?

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

asking for three items here. The first item would be

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

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

second item is we're asking to purchase seven cab

chassis and seven hydraulic systems from two separate

contracts. The cab chassis are purchased on a New

Jersey State contract and the hydraulic systems are

purchased off the Coast Guard's contract with

Pennsylvania.

What we are finding out right now is that the

New Jersey State contract has been in place for four

years now and they are looking to increase their

pricing for the next year, which it could be a

substantial increase, as per the vendor. So what we

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

feel as though by purchasing them this year, we will

have a substantial cost savings. We are going to

repurpose some of the existing equipment on the dump

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

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

we have right now are stainless steel.

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Our expectation is that we'd probably save

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

later.

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

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

right?

MR. REINERS: That's a separate --

MR. HANSON: That's a separate issue?

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

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

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

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

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

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

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

because the contract is only good up until December

31st.

COMMISSIONER DiANTONIO: So you're buying the

cab and chassis, and then using existing bodies?

MR. REINERS: Existing bodies off our old

trucks onto those.

COMMISSIONER DiANTONIO: With the hydraulic

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

also?

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

system, also.

COMMISSIONER DiANTONIO: Okay.

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

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

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

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

truck, because they are stainless steel dump bodies.

COMMISSIONER DiANTONIO: So they will be

2015’s?

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

would disperse them out over the next two years, so

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

one time.

COMMISSIONER DiANTONIO: Right, exactly.

Okay.





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ALL: Aye.


The ayes have it.

The fifth item is the installation of cameras

for PATCO station bike racks.

Mr. Rink?

MR. RINK: Thank you, Mr. Chairman,

Commissioners. We're seeking authorization to

negotiate a contract with Schneider Electric Buildings

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

equipment installation of 12 new cameras that view the

bicycle racks at Lindenwold, Ashland, Woodcrest,

Haddonfield, Westmont, Ferry Avenue, and 8th and

Market Street stations. The purchase will have

pricing under the GSA contract for the labor and the

PA CoStars contract for the materials.

The equipment installation and cameras will

view the bicycle racks at the seven stations I

mentioned and improve security. Currently, we have

existing cameras at the concourse bike racks and our

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

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

existing cameras.

We are seeking authorization to negotiate this

contract with Schneider Electric.





VICE CHAIRMAN HEPKINS: Second.


ALL: Aye.


The ayes have it.

The sixth item is rental uniforms and laundry

services for PATCO.

Mr. Rink?


Commissioners. We're seeking to negotiate a contract

with UniFirst Corporation --

MS. MAYOCK: Chairman Boyer, do you mind

putting your phone on mute, please?

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MR. RINK: We're seeking to negotiate a

contract with UniFirst to furnish and install our

rental uniforms, supply the uniform storage lockers,

and furnish and clean door and floor mats for a period

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

Our labor agreements with our 240 maintenance

and operating employees state that we require them to

wear a uniform; PATCO is to provide that and maintain

it. This enables us to control the standard of

appearance and cleanliness of our uniformed employees.

There is no annual clothing allowance paid to the

employees.

Back on February 24th, we sent invitations to

bid to five potential suppliers. We also advertised

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

which were no bids, and the lowest responsive bid was

submitted for an annual cost of $58,329.44 by

UniFirst, which is our current vendor.

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

as listed in the summary statement, they are using the

same annual price each year. There is no increase

from year to year.

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The $189,988.32 total includes an allowance of

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

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

uniforms from the company and provide them to that

employee.

So we are seeking authorization to enter into

a contract with the lowest responsible bidder,

UniFirst.

CHAIRMAN FRATTALI: Any questions? If not, I

need a motion.

COMMISSIONER SWEENEY: So moved.




second.

All in favor?

ALL: Aye.


Ayes have it.

The seventh item is for sole source

procurement for integration of toll lane digital

message canopy signs for scalable automatic toll

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systems menu.

Ms. Bradford?

MS. BRADFORD: Good morning, Mr. Chairman,

Commissioners. This item is a request to authorize

staff to negotiate and enter into a sole source

procurement contract with TransCore to provide

services for the toll lane automatic system. The

service they would provide is a software application

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

digital lane message signs that currently or recently

were installed over the canopies to the bridges.

At this time they are not connected; they act

independently. But this enhancement through TransCore

we believe will increase safety because it would allow

the lanes to change in the closed mode or open mode

when the collector enters or exits the toll lane.

This gives the motorist immediate feedback as to which

lanes are open or closed; currently, they run

steadily.

TransCore is DRPA's current electronic toll

collection software vendor for maintenance; the

system is proprietary that they have designed,

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developed, and maintained it. Because of its

proprietary nature and the fact there is not licensing

for other parties to maintain the system, we have

negotiated pricing with TransCore as sole source.

We have looked closely at the figures with our

IS Department and Bridge Operations, and find them

reasonable. They're within what we have budgeted.

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

approval to move forward with this.



VICE CHAIRMAN HEPKINS: So moved.




ALL: Aye.


Ayes have it.

The last item is right-of-entry and perpetual

aerial easement for PSE&G aerial power and fiber

cables over Route 90 near the Betsy Ross Bridge.

Ms. Bradford?

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MS. BRADFORD: Thank you. We are seeking

Board authorization to again negotiate and enter into

a right-of-entry indemnification and other related

agreements for a perpetual aerial easement for PSE&G

to install power fiber optic cabling across Route 90.

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

is DRPA jurisdiction. And in order for them to

install these cables, it would require a perpetual

easement.

The poles for the cables are just off DRPA's

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

are not within our property; however, the cabling

would be passing over Route 90, east and westbound.

The proposed agreement would have all

necessary indemnifications and insurance requirements.

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

called the Riverside Network. Apparently, it's an

attempt to fortify or increase their transmission

network in the Union Avenue area of Pennsauken, so

this is a key element that would link up this

particular network. So for that reason, we are

requesting this perpetual aerial easement for PSE&G.

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CHAIRMAN FRATTALI: Have any questions?


COMMISSIONER SWEENEY: Move the motion.




ALL: Aye.


The ayes have it.

All right. We have two items for general

discussion today. The first one is a change order on

American Bridge Company for the Betsy Ross Bridge

emergency repairs.

Mike?

MR. VENUTO: Thank you. We recently completed

-- we did some lower box-chord repairs under emergency

authorization as a result of something we found in the

biennial inspection. We are complete with that work.

American Bridge Company completed that work.

The original contract amount was $734,900, of

which $25,000 was for unforeseen site conditions in

case we found something when we got out there. We

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didn't find any necessary changes in the work.

However, when we initially went out for the emergency

procurement, we told the contractors that we didn't

need a bond to do the work. But after we received the

bids, we felt otherwise; we thought it would be better

to have a performance bond before they went out there,

so we asked them to procure one.

The cost of that was $5,122, so we're going to

deduct that from the unforeseen site conditions. This

will be the final change order. The job was closed

out. The original contract amount was $734,900. This

final change order will be a reduction of $19,878, for

an adjusted contract value of $715,022.

COMMISSIONER DiANTONIO: Mike, just a question

or a rule of thumb on change orders. Is there an

amount of money that's there, like an earmarked amount

of money to request a bond?

MR. VENUTO: To request a bond on a change

order of a project?

COMMISSIONER DiANTONIO: On a change order.

Say, if the change order is $100,000, or $50,000, or

$700,000, is there a number that you would put on it

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to request a bond?

MR. VENUTO: The direct answer is no. We

don't have a specific "X" percent in that when we

request a bond. But if we do have a significant

change order -- we just had one recently on -- we're

talking about a change order on one of the projects

now where we're saying we do want to -- if it's a

significant portion, but we don't really have a

specific percentage of it.

COMMISSIONER DiANTONIO: Okay. The initial

bond that was set, I'm just wondering if that would

cover the change order amount of money.

MR. VENUTO: Generally, our change orders have

been less -- we run less than 3 percent on projects.


MR. VENUTO: So that tends not to be a big

issue for us.

COMMISSIONER DiANTONIO: So it wouldn't be an

issue, right?

MR. VENUTO: In this case -- I'm sorry.

MR. HANSON: In this case, the change order is

the bond, though, right? We didn't ask for it at

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first and now we're asking. So the change order right

now is just that we didn't get a bond at the beginning

and later decided that we wanted one.

COMMISSIONER DiANTONIO: Oh, okay. All right,

that makes sense. Okay.

MR. VENUTO: Yeah, so this was a separate

contract. Since it was an emergency repair, rather

than go with the sole source emergency, we priced it

with three contractors who were already on our site so

we could get a competitive price. Originally, when we

went out to those three, we said it's not a change

order to your original contract, it's going to be a

new contract and we didn't need a bond. But in

afterthought, we decided we did want a performance

bond in case something happened. So this $5,000 is to

pay for that bond, on that contract.

COMMISSIONER DiANTONIO: Okay. Now, it makes

sense.


The next item is the spending tracking.

MR. VENUTO: So 2015, again, the capital

budget for engineering projects is around $110

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million, out of the $146 million 2015 overall capital

budget. At this point our projections were about $33

million to be spent.. We're running at a track of

about 50 percent of that; we've spent about $17

million. Last month was a particularly lower month,

but this month we hit 93 percent of our target; we

anticipated spending $10.3 million and we spent $9.6

million.

Some of the reasons for some of the lower

spend months included a couple of projects that got a

late start, the Walt Whitman Bridge painting being one

of them. Also late was the car overhaul project; we

intended to spend some money on it earlier this year

but, as we all know, the cars were only accepted and

put into revenue service last week. Over the next

month we will be making a large payment there, which

will affect our spending in the positive direction.


All right. At this time, I'd like to call for

a motion to go into Executive Session. Decisions made

in Executive Session will be made public when the

issues are resolved.

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ALL: Aye.

CHAIRMAN FRATTALI: We are in executive

session.

(Off the record at 8:29 a.m.)

(On the record at 8:42 a.m.)

CHAIRMAN FRATTALI: I will now call for a

motion to close Executive Session and go back into

open session. Do I have a Motion?



COMMISSIONER HEPKINS: Second.

CHAIRMAN FRATTALI: If there is no further

business for the Operations & Maintenance Committee, I

need a motion for adjournment.





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ALL: Aye.

CHAIRMAN FRATTALI: We are adjourned.

(Whereupon, at 8:43 a.m., on Wednesday,

June 3, 2015 the meeting adjourned.)

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proceedings before the Delaware River Port Authority,

Operations & Maintenance Committee on June 3, 2015,

were held as herein appears, and that this is the

original transcript thereof for the file of the

Authority.


______________________________Tom Bowman(Official Reporter)

SUMMARY STATEMENT

ITEM NO.: DRPA-15-069 SUBJECT: Contract No. G-29-2014,OPC 6th Floor Interior Renovations &Alterations

COMMITTEE: Operations & Maintenance

COMMITTEE MEETING DATE: June 3, 2015

BOARD ACTION DATE: June 17, 2015

PROPOSAL: That the Board authorizes staff to negotiate a construction contractwith the firm of Murphy Quigley Co., Inc. to perform the interiorrenovations and alterations to the 6th floor at One Port Center.

Amount: $346,000.00

Contractor: Murphy Quigley Co., Inc.One Belmont AveSuite 507 GSB BuildingBala Cynwyd, PA 19004

Other Bidders: Aliano Brothers $357,685.00Pride Enterprises Inc. NON-RESPONSIVE

Engineers Estimate: $359,050.00

PURPOSE: To complete the interior renovations and alterations for the 6th floorat One Port Center.

BACKGROUND: The 6th floor was designed and configured with the original fit-out ofOne Port Center in 1995. Since original configuration of the 6th floor,the IS department has expanded and the space needs to bereconfigured to accommodate the expansion.

The project was publicly advertised and bid documents were offeredto the public beginning on March 17, 2015 with a bid opening date ofApril 9, 2015. Nine (9) sets of documents were sold. A total of three (3)bids were received. The low responsive and responsible bid wassubmitted by Murphy Quigley Co., Inc. in the amount of 346,000.00.

Staff has completed the evaluation of bids and recommends that thecontract be awarded to Murphy Quigley Co., Inc., in the amount of$346,000.00 as the low responsive and responsible bidder.

SUMMARY STATEMENT Contract No. G-29-2014,O&M 6/3/15 OPC 6th Floor Interior Renovations and Alterations______________________________________________________________________________

SUMMARY: Amount: $346,000.00Source of Funds: 2013 Revenue BondsCapital Project #: N/AOperating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: 90 Calendar DaysOther Parties Involved: N/AEstimated Number ofJobs Supported: 11

DRPA-15-069Operations & Maintenance Committee: June 3, 2015

Board Date: June 17, 2015Contract No. G-26-2014, OPC 6th Floor Interior Renovations and Alterations

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River PortAuthority accepts the bid of $346,000.00 to complete the interiorrenovations and alterations of the 6th floor at One Port Center, andthat the proper officers of the Authority be and hereby areauthorized to negotiate a contract with Murphy Quigley Co., Inc. forthe required work in an amount not to exceed $346,000.00, as per theattached Summary Statement; 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: $346,000.00Source of Funds: 2013 Revenue BondsCapital Project #: N/AOperating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: 90 Calendar DaysOther Parties Involved: N/AEstimated Number ofJobs Supported: 11

SUMMARY STATEMENT

ITEM NO.: DRPA-15-070 SUBJECT: Construction MonitoringServices for Contract No. BF-37-2013BFB 5th Street Philadelphia TunnelRehabilitation Project.

COMMITTEE: Operations and Maintenance



PROPOSAL: That the Board authorizes staff to negotiate an agreement withJohnson, Mirmiran & Thompson Inc. to provide ConstructionMonitoring Services for Contract No. BF-37-2013 BFB 5th StreetPhiladelphia Tunnel Rehabilitation Project.

Amount: $299,274.16Consultant: Johnson, Mirmiran & Thompson Inc.

1800 Market Street, Suite 520Philadelphia, PA 19103

Other Consultants: Ammann & WhitneyMASERSTV

Engineers Estimate: $337,050.54

PURPOSE: To provide, on-site construction inspection and monitoring servicesfor Contract No. BF-37-2013, BFB – 5th Street Philadelphia TunnelRehabilitation. The services will include a part-time ResidentEngineer and full time support inspection staff for inspecting allcontract field activities and monitoring the contractor’s compliancewith the plans and specifications.

BACKGROUND: The work to be completed under Contract No. BF-37-2013 consists ofthe rehabilitation of vehicular and pedestrian tunnels. Work includesbut is not limited to spall repair, epoxy crack injection, hot mixasphalt repair, sidewalk repair, curb and railing installation, groutinjection, replacement of the tunnel lighting, signage and protectivecoatings. The tunnel is located beneath the west approach of theBenjamin Franklin Bridge on 5th Street between Callowhill Streetand Race Street. As a result of Biennial Inspections, and InterimInspections various repairs have been recommended to be undertakenat 5th Street Philadelphia Vehicular and Pedestrian Tunnel.

SUMMARY STATEMENT Construction Monitoring Services forO&M 6/3/15 Contract No. BF-37-2013 BFB 5th Street

Philadelphia Tunnel RehabilitationProject

______________________________________________________________________________

The Construction Monitor will provide all project inspection andobservation required to certify that all materials and workmanshipfor this project are completed in conformance with the Contractrequirements and industry standards.

The Authority publicly advertised its intent to retain a consultant andinvited interested firms to submit Statements of Qualifications. Seven(7) firms responded with Statements of Qualifications on December 4,2014. Four (4) firms were deemed qualified and were sent a formalRequest for Proposal. A review committee of four (4) staff engineersevaluated the Proposals on the basis of Technical merit.

Johnson, Mirmiran & Thompson Inc (JMT) was the highesttechnically ranked firm. The proposed Project Manager has previousexperience with construction inspections and management intransportation projects. The proposed Resident Engineer has over 29years of experience including similar type of rehabilitation projects.The Proposed Inspector has over 33 years of experience for type ofwork similar to those required for this contract. Overall, the teamassembled by JMT was found to possess the necessary experience andqualifications to successfully complete the project.

In accordance with the Delaware River Port Authority’s qualificationbased selection procedure, the Price Proposal was evaluated againstthe Engineer’s Estimate and that of other recommended firms. Basedon this evaluation and subsequent negotiation, JMT’s price wasdetermined to be fair and reasonable.

It is recommended that an engineering services agreement benegotiated with Johnson, Mirmiran & Thompson Inc. for the costsand associated fees not to exceed $299,274.16 to provide engineeringservices in accordance with the Request for Proposal.

SUMMARY STATEMENT Construction Monitoring Services forO&M 6/3/15 Contract No. BF-37-2013 BFB 5th Street

Philadelphia Tunnel RehabilitationProject

______________________________________________________________________________

SUMMARY: Amount: $299,274.16Source of Funds: 2013 Revenue bondsCapital Project #: RA1001Operating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: 7.5 monthsOther Parties Involved: N/AEstimated Number ofJobs Supported: 1

DRPA-15-070Operations and Maintenance Committee: June 3, 2015

Board Date: June 17, 2015Construction Monitoring Services for

Contract No. BF-37-2013, BFB 5th Street PhiladelphiaTunnel Rehabilitation

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authorityaccepts the Proposal of Johnson, Mirmiran & Thompson Inc. to provideConstruction Monitoring Services for Contract No. BF-37-2013 BFB 5th

Street Philadelphia Tunnel Rehabilitation Project and that the properofficers of the Authority be and hereby are authorized to negotiate anAgreement with Johnson, Mirmiran & Thompson Inc. for an amount notto exceed $299,274.16, as per the attached Summary Statement; and be itfurther

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: $299,274.16Source of Funds: 2013 Revenue bondsCapital Project #: RA1001Operating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: 7.5 monthsOther Parties Involved: N/AEstimated Number ofJobs Supported: 1

MEMORANDUM

TO: O&M Committee Members

FROM: Michael P. Venuto, Chief Engineer

SUBJECT: Professional Service Selection forConstruction Monitoring Services for DRPA Contract No. BF-37-2013 BFB 5th

Street Philadelphia Tunnel Rehabilitation Project Technical Proposal Evaluation,Findings and Recommendation Report

DATE: May 1, 2015

The Request for Qualifications (RFQs), which was posted on the Authority’s web-site, invitedconsultants to submit Statements of Qualifications (SOQs). Seven (7) firms firms submittedSOQs on December 4, 2014.

Policy 303a outlines the procedure for Request for Proposal selection of consultants by theEngineering Department. The SOQ evaluation serves as a method for developing a “short list”of firms to receive a Request for Proposal (RFP). The Review Committee evaluated the SOQ’sand recommended soliciting Technical and sealed Price Proposals from the top ranked firms:Ammann and Whitney Consulting Engineers, Johnson, Mirmiran & Thompson Inc., MaserConsulting P.A., and STV Inc.

The short listed firms were sent a RFP on March 12, 2015. The Technical Proposals andseparate sealed Price Proposals were received on April 1, 2015 from Ammann and WhitneyConsulting Engineers, Johnson, Mirmiran & Thompson Inc., Maser Consulting P.A., and STVInc. The Review Committee, consisting of Suryakant Patel, Adam Jacurak, Dan Cosgrove andMike Howard, reviewed and evaluated the Technical Proposals.

Johnson, Mirmiran & Thompson Inc. was the highest technically ranked firm. The proposedProject Manager has previous experience with construction inspections and management ontransportation projects. The proposed Resident Engineer has over 29 years of experience inrehabilitation projects. Overall, the team assembled by Johnson, Mirmiran & Thompson Inc. wasfound to possess the necessary experience and qualifications to successfully complete theproject.

The Review Committee recommended that the Price Proposal be opened and negotiationscommence using other recommended firm’s Price Proposals and the Engineer’s Estimate in theamount of $337,050.54, as a guide. Price Proposals were opened on May 1, 2015.

Below are the Technical Proposal rankings, proposed hours and fees of these firms, along with

DELAWARE RIVER PORT AUTHORITYof Pennsylvania & New Jersey

Rank Firm Hours Original PriceProposal

NegotiatedHours Fee

Engineer’s Estimate 2680 $337,050.541 JMT 2408 $336,434.84 2408 $299,274.162 Ammann & Whitney 2368 $311,950.003 Maser 2418 $366,388.284 STV 2050 $258,611.27

The Price Proposal from the highest technically ranked firm, JMT, dated April 1, 2015 wasreviewed by Engineering Department staff. It was observed to be within 1% of the Engineer’sEstimate. Negotiations commenced which resulted in a final Price Proposal in an amount of$299,274.16. Based on the Review Committee’s findings the Price Proposal of $299,274.16 hasbeen determined to be fair and reasonable and therefore the committee recommends that anEngineering Services Agreement be issued to the highest technically ranked firm, Johnson,Mirmiran & Thompson Inc.

Based on a review of the Review Committee’s evaluation and supporting documentation, I concurwith the recommendation to engage Johnson, Mirmiran & Thompson Inc. of Philadelphia, PA, inthe amount of $299,274.16 for this Agreement.

:stp

SUMMARY STATEMENT

ITEM NO.: DRPA-15-071 SUBJECT: Right of Entry Permit andRelated Agreements with 4th CoastProductions




PROPOSAL: That the Board authorizes staff to negotiate and enter intoappropriate property access agreements permitting 4th CoastProductions to enter DRPA property locations located on andadjacent to the Commodore Barry Bridge.

PURPOSE: To provide property access to 4th Coast Productions at theCommodore Barry Bridge to enter upon and use the facility andadjacent locations to photograph, film, reproduce and replicate thereal and personal property (including the name, trademark, signs andidentifying features thereof) and to bring limited personnel andequipment onto the premises for the purpose of filming adocumentary motion picture.

BACKGROUND: The Commodore Barry Bridge was last painted in 1996. BiennialInspections and coating condition assessment of the Bridgerecommended that the Bridge be de-leaded and painted. OnDecember 10, 2014, the Board approved Resolution DRPA-14-149authorizing staff to negotiate a contract with Corcon, Inc. to performPhase 1 of the Bridge painting project, which is scheduled tocommence in 2015 (the “Project”).

In March 2015, filmmaker Matthew White, owner of 4th CoastProductions, and Louis Lyras, President and CEO of Corcon, Inc.,contacted the Authority seeking permission to enter the Authority’sproperty located on and adjacent to the Commodore Barry Bridge forthe purpose of recording footage of the bridge painting work, bridgerehabilitation and steel repair to be performed during the Project fora documentary film production.

Specifically, 4th Coast Productions plans to produce a documentarytelevision show or film highlighting bridge painting and rehabilitationwork and the contractors that paint and restore large bridges.

SUMMARY STATEMENT Right of Entry Permit and RelatedO&M 6/3/15 Agreements with 4th Coast Productions

According to the filmmaker, the production will highlight andcelebrate the dedication, professionalism, hard-work and history ofthe bridge painting and restoration industry, as well as theimportance of maintaining and keeping safe our highwayinfrastructure.

Staff has engaged in preliminary discussions with 4th CoastProductions as to its intentions and believes that the production willnot adversely impact operations or safety due, in part, to the limitedamount of personnel and equipment planned for the production.

Staff recommends that an appropriate property access agreements benegotiated with 4th Coast Productions permitting access to Authorityproperty located on or adjacent to the Commodore Barry Bridge forthe purpose of obtaining video footage for a documentary motionpicture. Insurance and Indemnification provisions will be included aspart of such an agreement. The agreement will also include areservation of the Authority’s rights to review and edit any footagefor SSI and/or other operational purposes, as well as a limitation onCorcon’s use of the footage for its own commercial advertisingpurposes.

SUMMARY: Amount: N/ASource of Funds: N/AOperating Budget: N/ACapital Project #: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: Two (2) yearsOther Parties Involved: N/A


Board Date: June 17, 2015Right of Entry and Related

Agreements with 4th Coast Productions

RESOLUTION

RESOLVED: That the Board authorizes staff to negotiate and enter intoappropriate property access agreements permitting 4th CoastProductions to enter upon Authority property located on andadjacent to the Commodore Barry Bridge to photograph, film,reproduce and replicate the real and personal property (including thename, trademark, signs and identifying features thereof) and to bringlimited personnel and equipment onto the premises for the purpose offilming a documentary motion picture; 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 ifthereafter, either the Chair or Vice Chair is absent or unavailable, theremaining Officer may execute the said document(s) on behalf ofDRPA along with the Chief Executive Officer. If both the Chair andVice Chair are absent or unavailable and if it is necessary to executethe said document(s) while they are absent or unavailable, then theChief Executive Officer shall execute such documents on behalf ofDRPA.

SUMMARY: Amount: N/ASource of Funds: N/AOperating Budget: N/ACapital Project #: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: Two (2) yearsOther Parties Involved: N/A

SUMMARY STATEMENT

ITEM NO.: DRPA-15-072 SUBJECT: 2015 Dump Trucks Seven (7)And Hydraulic Systems Seven (7)




PROPOSAL: That the Board authorizes staff to negotiate a purchase contract withBuck Co. International 134 Old Oxford Road Langhorne, PA., 19047 topurchase seven (7) 2015 International Cab Chassis Trucks in the amountof $71,000.00 each ($497,000.00 total); and also with H.A.Dehart 311Crown Point Road; Thorofare, NJ 08086 to purchase seven (7)Hydraulic Systems in the amount of $20,000.00 each ($140,000.00 total).We are also asking to do a change order to the Capital budget by movingfunding from Capital Budget Item #WB1301 to purchase these Trucksand Hydraulic systems.

PURPOSE: To provide replacement Dump Trucks to keep Authority fleetoperational to maintain facility roadways and provide safe passageduring the winter season.

BACKGROUND: The 2015 Dump Trucks are being purchased under New Jersey Contract#T2787. Past experience has shown that state contract pricing is themost cost effective means of purchasing vehicles and equipment becausepricing is quantity based. This is the last year of the New Jersey Statecontract at the price for $71,000 and we expect a big price increase nextyear. It would be beneficial for the DRPA to take advantage of thispricing. (At this time the PA. State contract Price is $142,000.00.)Additionally, we are looking to reuse the stainless dump bodies, so thatthe total cost savings should be around $358,000.00 by purchasing thisyear.

Capital budget change order to take funding from 2015 Capital BudgetItem#WB1301 funding for the purchase of seven (7) Dump Trucks andseven (7) Hydraulic systems.

SUMMARY: Amount: $637,000.00Source of Funds: General FundCapital Project #: 64115, 64015, 63815, 43615, 86215, 23115,

23915Operating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: N/A


Board Date: June 17, 20152015 Dump Trucks Seven (7)

and Hydraulic Systems Seven (7)

RESOLUTION

RESOLVED: That the Board authorizes staff to negotiate a purchase contract withBuck Co. International; 134 Old Oxford Road; Langhorne, PA., 19047to purchase seven (7) 2015 Dump Truck in the amount of $497,000.00;and with H.A. Dehart 311 Crown Point Road Thorofare, NJ 08086 topurchase seven (7) Hydraulic Systems in the amount of $140,000.00; Weare also asking to do a change order to the Capital budget by movingfunding from Capital Budget Item #WB1301 to purchase these Trucksand Hydraulic systems; 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: $637,000.00Source of Funds: General FundCapital Project #: 64115, 64015, 63815, 43615, 86215, 23115,

23915Operating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: N/A

SUMMARY STATEMENT

ITEM NO.: DRPA-15-073 SUBJECT: Sole Source ProcurementFor Integration of Toll Lane DMSCanopy Signs with Toll SATS Menu




PROPOSAL: That the Board authorize staff to negotiate and enter into a solesource procurement contract for services to modify the ScalableAutomatic Toll System (SATS) application to integrate and interfacewith the Toll Lane Digital Message Signs (DMS) at the BFB, WWBand CBB including related software, documentation, terminations,commissioning and testing.

Vendor: Transcore3721 Tecport Drive, Suite 102Harrisburg, Penna.

Amount: $112,595.00

PURPOSE: Capital Project # TE1502 Integration of Toll Lane DMS CanopySigns with Toll SATS Menu has been identified as part of the 2015capital program. Design & development of software/hardware isrequired in order for the SATS Menu to control the new LED DMSsigns via toll collector standby, card-in, and card-out functions at thetoll booth. The software design would be implemented by Transcore.IS Dept. would provide project technical oversight and Bridge Opswould provide electrical cable installations. The integration of theSATS Menu to the DMS sign will enhance the visibility of the toll lanemode for motorists as to whether the lane is open or closed therebyalso improving toll collector safety in the toll lanes.

BACKGROUND: Transcore is the Authority’s current electronic toll collection softwareand lane equipment maintenance contractor under the formalAgreement which includes the Scalable Automatic Toll System(SATS). Transcore has provided and licensed the software andsystems integration services for the Electronic Toll Collection (ETC)system and has continued to maintain and upgrade these systems.These systems include proprietary designs at the lane level as well asin the backend systems / host software level. The hardware design,hardware components (custom boards) and software installed on the

SUMMARY STATEMENT Sole Source Procurement For Integration ofO&M 6/3/15 Toll Lane DMS Canopy Signs with Toll SATS

Menu

_____________________________________________________________________________

DRPA ETC system is proprietary to Transcore and is licensed to aspecific user which prohibits other firms from performingmaintenance on Transcore proprietary items. Transcore has notentered into any licensing agreements and third parties to maintainthe SATS software in use by DRPA. Transcore is considered to be thesole source for these services.

Transcore Statement of Work and Price quotation for the phasedintegration of the DMS signs into the existing toll system is$112,595.00. The budgeted amount for this capital project #TE1502 is$500,000. The actual cost is well within the budget and the costbreakdown has been examined and evaluated by IS and BridgeOperations and deemed reasonable. IS Dept. has verified that thiscapital project work is outside the scope of the current maintenancecontract.

It is recommended by Staff that a contract be negotiated for solesource procurement of services to integrate the Toll Lane DMScanopy signs with the Toll SATS Menu with Transcore of Harrisburg,Penna. at an amount of $112,595.00.

SUMMARY:Amount: $112,595.00Source of Funds: 2013 Revenue BondsCapital Project #: TE1502Operating Budget: N/AMaster Plan Status: Included in Approved Five (5)

Year Capital ProgramOther Fund Sources: N/AOther Parties Involved: N/A

DRPA-15-073Committee: Operations & Maintenance

Committee Date: June 3, 2015Board Date: June 17, 2015

Sole Source Procurement for Integration of Toll LaneDMS Canopy Signs with Toll SATS Menu

RESOLUTION

RESOLVED: That the Board authorize staff to negotiate and enter into a solesource procurement contract for services to modify the ScalableAutomatic Toll System (SATS) application to integrate and interfacewith the Toll Lane Digital Message Signs (DMS) at the BFB, WWBand CBB including related software, documentation, terminations,commissioning and testing with all services to be performed byTranscore of Harrisburg, Penna. in the amount of $112,595.00.

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 theDelaware River Port Authority. If such agreements, contracts, orother documents have been approved by the Chairman, ViceChairman and Chief Executive Officer and if thereafter either theChairman or Vice Chairman is absent or unavailable, the remainingOfficer may execute the said document(s) on behalf of DRPA alongwith the Chief Executive Officer. If both the Chairman and ViceChairman are absent or unavailable, and if it is necessary to executethe said document(s) while they are absent or unavailable then theChief Executive Officer shall execute such documents on behalf of theDelaware River Port Authority.

SUMMARY:Amount: $112,595.00Source of Funds: 2013 Revenue BondsCapital Project #: TE1502Operating Budget: N/AMaster Plan Status: Included in Approved Five (5)

Year Capital ProgramOther Fund Sources: N/AOther Parties Involved: N/A

SUMMARY STATEMENT

ITEM NO.: DRPA-15-074 SUBJECT: Right of Entry and PerpetualAerial Easement for PSE&G Aerial Power/Fiber Cables Above Rt. 90 Near Betsy RossBridge




PROPOSAL: That the Board authorizes staff to negotiate and enter intoappropriate Right of Entry Agreements, Perpetual Aerial Easementand any other related Agreements permitting Public Service Electric& Gas Company (PSE&G) and its contractors, consultants, agents,employees and other representatives to access DRPA property incarrying out the installation of power, fiber and neutral cables aboveand across N.J. Rt. 90 near the Betsy Ross Bridge and permittingPSE&G to occupy space above N.J. Rt. 90 through a perpetual aerialeasement for said power, fiber and neutral cables. Such agreementswill confirm that PSE&G is fully responsible for all constructionactivities and PSE&G shall provide all post-construction maintenanceof the cables.

Prior to commencement of any work under the Right of Entry andPerpetual Aerial Easement Agreement, PSE&G shall provide thenecessary indemnification and evidence of insurance coverage necessaryto afford the DRPA the full protections arising out of all suits and claimsfor damages for loss or injury to person or property arising out of , or inany way connected with the Right of Entry and Perpetual AerialEasement Agreement or that may be sustained as a result orconsequence thereof.

PURPOSE: To adopt a resolution authorizing staff to negotiate and enter intoappropriate Right of Entry Agreements, Perpetual Aerial Easement andany other related Agreements that would enable PSE&G to constructand install a series of power, fiber optic and neutral cables above andacross a portion of NJ Rt. 90 which is within the property andjurisdiction of the DRPA near the Betsy Ross Bridge east of the N.J. TollPlaza at the Rt. 90 overpass above Union Ave. in Pennsauken.

BACKGROUND: PSE&G is currently undertaking a project known as “RiversideNetwork” which involves the installation of two (2) poles on UnionAvenue in Pennsauken Township (outside DRPA property) with power,

SUMMARY STATEMENT Right of Entry and Perpetual AerialO&M 6/3/15 Aerial Easement for PSE&G Aerial Power/

Fiber Cables Above Rt. 90 Near Betsy RossBridge

fiber optic and neutral cables that would cross NJ Rt. 90 (DRPAproperty and jurisdiction) thereby creating a new transmission circuit atUnion Avenue. The aerial cable installation work will involve trafficcontrol and periodic, short duration closures of Rt. 90 thereby impactingtraffic to and from the Betsy Ross Bridge during overnight periods. Theperpetual aerial easement would address the ongoing presence of thecabling infrastructure overhead and any future cable maintenanceaccess. Indemnification and compliance with DRPA insurancerequirements will be included in the negotiated agreements.

Summary: Amount: N/ASource of Funds: N/ACapital Project #: N/AOperating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: Perpetual Aerial EasementOther Parties Involved: Public Service Electric & Gas Company

(PSE&G)


Board Date: June 17, 2015Right of Entry and Perpetual Aerial

Easement for PSE&G Aerial Power/FiberCables Above Rt. 90 Near Betsy Ross Bridge

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authorityauthorizes staff to negotiate and enter into appropriate Right of EntryAgreements, Perpetual Aerial Easement and any other relatedAgreements permitting Public Service Electric & Gas Company(PSE&G) and its contractors, consultants, agents, employees, and otherrepresentatives to access DRPA property in carrying out the installationof power, fiber optic and neutral cables above and across N.J. Rt. 90near the Betsy Ross Bridge and permitting PSE&G to occupy spaceabove NJ Rt. 90 through a perpetual aerial easement for said power,fiber optics and neutral cables whereby such agreements will confirmthat PSE&G is fully responsible for all construction activities and shallprovide all post-construction maintenance of the cables. Prior tocommencement of any work under the Right of Entry and PerpetualAerial Easement Agreement, PSE&G shall provide the necessaryindemnification and evidence of insurance coverage necessary to affordthe DRPA the full protections arising out of all suits and claims fordamages for loss or injury to person or property; 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 andPATCO. If such agreements, contracts, or other documents have beenapproved by the Chair, Vice Chair and Chief Executive Officer and ifthereafter, either the Chair or Vice Chair is absent or unavailable, theremaining Officer may execute the said document(s) on behalf of DRPAand PATCO along with the Chief Executive Officer. If both the Chairand Vice Chair are absent or unavailable and if it is necessary to executethe said document(s) while they are absent or unavailable, then the ChiefExecutive Officer shall execute such documents on behalf of DRPA andPATCO.

SUMMARY: Amount: N/ASource of Funds: N/AOperating Budget: N/ACapital Project #: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: Perpetual Aerial EasementOther Parties Involved: Public Service Electric & Gas

Company (PSE&G)

PROJECT CATEGORY # OF PROJECTS2015 PROJECTED

SPENDING

Ben Franklin Bridge 9 $5,450,000

Walt Whitman Bridge 8 $16,050,000Commodore Barry

Bridge 7 $27,300,000Betsy Ross Bridge 2 $9,400,000

Multi - 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

33% 52% 19%

LAST MONTH THIS MONTH VARS

13% 93% 80%

$11,404,117

$539,123

15.5% 30.2%

5.1% 19.5%

$101,598 14.0% 33.1%

32.4% 48.9%

7.7%16.2%

37.2%25.2%$888,537

12.7%

12.5% 16.2%

5.0% 20.3%

PERFORMANCE COMPARISON TABLE (MONTHLY)

PROGRAM PERFORMANCE REPORT Apr-15 (EXCLUDING FEDERAL FUNDING)

PERFORMANCE COMPARISON TABLE (CUMULATIVE)

2015 SPENT TO DATE

$76,825

$2,002,151

$1,356,173$724,968

$17,093,492

2015 % VALUE SPENT 2015 TARGET % SPENT

1.4%

$33,221

$110,151

$17,093

$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

$987

$9,627

2015 MONTHLY BUDGET

2015 Projected Spending Actual Monthly Spending

FINANCE



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Finance Committee Meeting



Commissioners:

Jeffrey Nash, ChairmanWhitney WhiteE. Frank DiAntonioElinor HaiderJohn Lisko, Esq., Chief of Staff

(for Acting Pennsylvania Treasurer ChristopherCraig)(via telephone)

Charles Fentress

Others Present:

Amy Herbold, Senior Counsel,New Jersey Governor's Authorities Unit

Victoria Madden, Chief Counsel for Auditor GeneralDePasquale (via telephone)

Arnold Alston, Vice President, Wells FargoJames Blanda, Executive Director,

Camden County Improvement Authority

DRPA/PATCO Staff:


Acting Corporate SecretaryStephen Holden, Deputy General CounselKathleen Vandy, Assistant General CounselRichard Mosback, Jr., Assistant General CounselJames White, Chief Financial Officer

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David Aubrey, Acting Inspector GeneralSteve Reiners, Fleet Manager, Walt Whitman Bridge John Rink, General Manager, PATCOBennett Cornelius, Assistant General Manager, PATCO Kathleen Imperatore, Director, Fare Collection Mike Williams, Acting Manager, Corp. CommunicationsSheila Milner, Administrative Coordinator Elizabeth McGee, Administrative Coordinator

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I N D E X

Page

Roll Call 4

Financial Update 5

SS&R Action Items:

Approval of New PATCO Fare Schedule for 15Pope's Visit

PATCO FREEDOM Card Acceptance on SEPTA KeySystem 27Readers - Amendment to Tariff 112(Supplement 16)

Discussion:

Purchase of Seven (7) Cab Chassis and 33Seven (7) Hydraulic Systems

Executive Session

Adjourn 45

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(9:37 a.m.)

CHAIRMAN NASH: All right. I'm going to call

the meeting of the Finance Committee to order and ask

the Corporate Secretary to please call the roll.

MS. MAYOCK: Chairman Nash?

CHAIRMAN NASH: Here.


COMMISSIONER LISKO: On the phone.









MS. MAYOCK: Do we have Vicci Madden on the

phone for General DePasquale?

MS. MADDEN: I am.

MS. MAYOCK: We have a quorum.

CHAIRMAN NASH: Thank you. And thank you,

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everybody, for coming today. We're going to start

with a financial update.

Mr. White?

MR. WHITE: Okay, thank you. Good morning,

Commissioners. If you will -- hopefully, everybody

has in their packet the sheet that starts "DRPA/PATCO

Unaudited Financial Summary for June 2015, as of

June 1, 2015."

Before I get into that, I just wanted to

update the Finance Committee on a couple of things.

Number one, we are proceeding with working with the

Home Port Alliance related to the loan guarantee that

was passed by the Board a month or so ago. In fact,

the General Counsel's Office and Steve Holden are

working aggressively with them to move the process

forward.

Steve, do you want to say maybe something just

to update us on it?

MR. HOLDEN: We have a draft of the guarantee.

We have a draft of the agreement -- thanks for

inviting me to the big table. We have a draft of the

guarantee. We have a draft of an agreement with the

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Home Port Alliance. We're waiting for the bank to

send us copies of the note and the security agreement

because we want to be sure that the things that we

guaranteed the last time are in or not in the

guarantee we are giving this time; we want to know

exactly what it is we are guaranteeing and what the

terms are. We can't know that until we see the note.

The bank has not yet prepared the new note.

Although, in my conversations with one of the bank

vice presidents I was assured that the bank intends to

grant the 10-year note and extension. They don't have

the documents yet. We're waiting to review them. So

we'll make the deadlines.

And in the event the bank hasn't prepared the

documents for us to review by the end of the term of

the note, which is likely, I have an email

representation, a guarantee from the bank that they

will not collapse the note. They won't enforce

payment on the note. That's the current status.

Thank you.

MR. WHITE: Thank you, Steve. After we

actually passed the loan guarantee, I think it was

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even that evening, Home Port Alliance had a board

meeting. They were looking at the proposals from four

different banks. They narrowed it down to one bank

and that's the bank we are working with at this point.

So, that just updates you on where we stand in terms

of the loan guarantee.

The other thing I just wanted to bring to your

attention is that every five years we have to do an

arbitrage analysis on our bonds to determine if we owe

the IRS any money. We recently completed an arbitrage

analysis for the 2010 revenue refunding bonds, those

are the bonds that are variable-rate bonds and there

is no rebate liability, so we're in good shape in

terms of that particular analysis.

The third item I wanted to bring to your

attention before we get into the financials is that we

are getting very, very close to initiating the bid

process on the replacement transaction for UBS as our

counterparty. In bringing you up-to-date every now

and then on this, – there is a lot of paperwork

involved. There is information we have to send to the

rating agencies, etc., but we're looking for that

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transaction to be completed by the end of June. So,

that will bring a lot of smiles around the table, at

least in terms of John Hanson and me. That will give

us a lot more flexibility in terms of dealings with

our swap portfolio.

So, if you'll turn to the DRPA/PATCO Unaudited

Financial Summary, I'll just briefly hit some

highlights. Again, because of the very mild winter --

it may not seem that way, but in terms of its impact

on traffic and revenue, it was mild -- you'll see DRPA

traffic is 328,000 vehicles above the March 31, 2014,

numbers, a 3.1 percent increase. That's down a little

bit from the last report we gave you where we were

above 4.5 percent, but my expectation is that our

traffic is going to be ahead of plan and higher than

the 2014 actuals as a result of the mild winter.

In terms of the toll revenues, toll revenues

are $2.7 million above last year. Again, we decrement

our forecast related to -- well, actually, I will get

to the budget piece. But, again, this reflects that

we didn't really have that much of a snow impact or

inclement weather during the first quarter, so really

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excellent numbers both in terms of DRPA traffic and

revenues against last year.

In terms of PATCO ridership and net passenger

revenue, we are -- our numbers through April are

slightly worse, not by a whole lot, and there was

little change in terms of the net passenger revenue

numbers. So, we're slightly ahead in net passenger

revenue figures, slightly behind last year in terms of

ridership.

In terms of DRPA traffic and toll revenues

against the budget, you'll see that we are 2.6 percent

above the budget and we are 4.7 percent above the

budget related to toll revenues. Again, we forecasted

roughly $2.8 million, assuming we'll be impacted by

snow. Obviously, if that doesn't happen, then our

actual is going to be much higher than the budget.

PATCO ridership year-to-date versus the

budget; $150,000 below budget, or 4.4 percent. Again,

there is some snow impact as far as those numbers and

we do have the ongoing Track Rehab Project that's

still having some impact, we believe, on the ridership

and perhaps even some of the lower gas prices earlier

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in the year.

Net passenger revenue is actually ahead of

budget, slightly ahead of budget, but that's a good

sign.

In terms of operating expenses, you see the

combined numbers between DRPA and PATCO. We're

roughly 13.1 percent below budget. Those numbers

again, as we go toward the summer and toward the fall,

those numbers are going to tighten up very, very

quickly. But, again, a lot of the impact right now is

on the payroll side where we, at this point, our

actuals are below budget significantly.

In terms of capital expenditures, you'll see

that is lagging against 2014. 2014 numbers were

higher than our May 31 numbers versus actual, but we

expect that to accelerate going forward.

Project Fund; we still have over $200 million

in the Project Fund. One error for those of you who

may be on the phone, but I did give the adjusted

numbers to those who are present, where it says

decrease in the project fund balances -- the

$1.6 million -- that actually should be $10 million,

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to reflect the total capital expenditures right above

that line.

We still have good growth in the General Fund

balances.

If you'll turn to the next page; nothing too

much to highlight, other than the value of the swaps.

Were we to terminate them, it would be around

$154 million. It's a positive change from last month.

And again, we hope to have that transaction completed

by the end of June.

That summarizes the stats for this month. Any

questions?

CHAIRMAN NASH: Any questions on the phone?

MR. HANSON: Can I just make one comment?

With respect to the earlier item, the IRS arbitrage

analysis that Jim talked about; we're a government, so

we don't typically pay taxes. The issue here is that

we issue bonds at a tax-free rate and so we can't

invest the money and earn more than the interest rate

that we're paying.

In its simplest form, that's what we've done.

We ensure that we didn't earn more on the money than

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we pay in interest or we would owe that to the IRS.

MR. WHITE: One thing that I failed to discuss

in terms of the April operating expenses related to

PATCO; that includes a $325,000 charge to direct

materials for obsolete inventory. The number could,

as we continue to analyze the inventory, grow to as

high as $600,000; so it's something that we have to

keep track of so that PATCO does not exceed its 2015

operating budget. I just wanted to make those

comments there.

CHAIRMAN NASH: All right. Looks like we're

in very good financial shape.

MR. HANSON: We're in good financial shape.

The point that Jim is making on the obsolete

inventory, though, is that the combination of obsolete

inventory and the Pope's visit is going to put a lot

of pressure on the operating budget.

The way that obsolete inventory works, it's

not a cash transaction. When inventory is purchased,

it's not -- it's reflected as a purchase, as an asset.

It doesn't go into expense. And then as we withdraw

the inventory to use it on the PATCO line, it gets

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charged against the budget. So the money for the

obsolete inventory was spent many years ago. It

doesn't hit the operating budget until we withdraw it.

What has happened in our preparations for the

new computer system, the new ERP system, is that they

are identifying inventory that is no longer usable.

When they remove it from the store room and

essentially scrap it, it gets expensed to the

operating budget. So, even though there is no money

that's spent, there is a reflection that obsolete

inventory has now become an expense.

It's not something that was planned in the

course of this year's budget, so that is why Jim is

raising the issue.

CHAIRMAN NASH: That's fair. This sounds like

an accounting issue that you have to grapple with.

MR. HANSON: And it has to do with the

changeover to the new cars where all the old inventory

is not going to be useable anymore.

COMMISSIONER HAIDER: I'm sorry. What was the

dollar amount of obsolete inventory?

MR. WHITE: The chart through April is

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$325,000, so PATCO was still -- as you look at the

numbers, it's still around $1.7 million under budget.

But that number is expected to get higher as we

complete that analysis in terms of obsolete inventory.

MR. RINK: The Director of Finance, he

anticipates that potentially that could be up to

$600,000 by year-end.

COMMISSIONER HAIDER: Okay, okay.

CHAIRMAN NASH: You should put an asterisk

next to that number when you're inputting in the

budget, so we know.

MR. WHITE: Very good.

COMMISSIONER HAIDER: And, I'm sorry, do we

see it somewhere in this financial statement? I'm

not --

MR. WHITE: Yeah, it would be -- well, you

don’t see it broken out, but actually you see it in

the 2015 year-to-date actuals.

CHAIRMAN NASH: Year-to-date actuals.

COMMISSIONER HAIDER: So you're netting it out

of that?

MR. WHITE: It's included in that number.

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CHAIRMAN NASH: Part of it.

MR. WHITE: Yes, it's part of that number.

COMMISSIONER HAIDER: It's included. The

first $325 has been included there, okay.

MR. HANSON: Right. It's in there. It hit

the expenses already and it's in there, but it wasn't

planned for.

CHAIRMAN NASH: So your actuals are actually

$325,000 less, but you have to add this as an

accounting procedure.

MR. HANSON: Right.

CHAIRMAN NASH: So that's where you're even in

a better -- that's great. Okay. Now, we have some

exciting items on the agenda, today. No, I'm not

being sarcastic.

The first item is the new PATCO fare schedule

for the Pope's visit.

MR. RINK: Thank you, Mr. Vice Chair,

Commissioners. We're seeking authorization from the

Board to implement a revised schedule of fares that

will be effective on Saturday, September 26th, and

Sunday, September 27th, during the Pope's visit to

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Philadelphia. We have it specifically described in

Attachment A to the Summary Statement and Resolution.

What we are looking at planning to do is, we

would implement a one-day pass to ride the system for

$5 and a two-day pass for $10. They will all be

placed on smart cards.

As you know, the Pope is visiting and there

will be various events held in the city on a Saturday

and Sunday. During this time, PATCO and the region

expects unprecedented crowds during the visits and

that will place strains on our regional

transportation. We need to move a very large number

of customers effectively and safely, and a lot of this

is based on our experience when the Phillies had won

the World Series.

During these two dates, PATCO will not sell

any of its standard, paper magnetic tickets. We will

only utilize the smart cards. The smart cards won't

jam our ticket machines or fare gates and we will not

have to empty the bins of numerous tickets during that

day. Emptying the bins of tickets would cause us to

take the fare gates out of service, which would lead

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to backups.

The $5 and $10 charge that we propose will

allow easy change for cash transactions during window

sales and will allow for quick processing. By

utilizing only the smart cards, we'll also have the

ability to pre-sell the passes months in advance,

which we're gearing up for now.

Any of our existing customers with FREEDOM

Cards that ride the system that day, they can use

their cards as normal; they'll pay $2.50 for a single

ride. So that day, we will sell the passes and there

will be unlimited rides. You pay one fare -- $5 on

the Saturday -- and you could ride back and forth

unlimited. This varies versus our standard zone-based

system where you pay based on where you enter and exit

the system.

CHAIRMAN NASH: Can I ask a whole bunch of

questions?

MR. RINK: Sure.

CHAIRMAN NASH: You said you're selling the

cards in advance. Are you capping the number of cards

that you're going to sell to avoid overselling the

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cards? Because people are going to go and come into

Philadelphia, presumably at a designated time in

advance of the Pope's, actual public participation.

How do you envision handling pre-sale, capping the

number of cards and avoiding the nightmare of too many

people showing up in our stations?

MR. RINK: With the presales, we haven't set

any limit on that. Most of it would be the tour buses

that are coming in and we would sell those in bunches

to them. The amount of tickets and what we can

process that day; we assume we could get over 10,000

people an hour through our gates, through our system,

into the city.

CHAIRMAN NASH: We can?

MR. HANSON: Yeah, we -- according to the work

that PATCO has done, we believe that about 10,000

people an hour can be moved, assuming that everything

runs smoothly. Whether we cap the sales or not, I

think that there is a likelihood that too many people

are going to show up, based on what we're hearing in

terms of projections.

People who don't hear about pre-sales are

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going to show up with the expectation of buying a

ticket. We've made arrangements to be able to sell

tickets in accordance with some of your suggestions,

in fact, Vice Chairman Nash -- to be able to have

people with portable debit card readers set up to do

that or credit card readers set up to do that.

I think that there is going to be a lot of

people at PATCO. There's going to be a lot of people

in the city. I think that anywhere anybody goes,

there is going to be a long line, whether it's our

facility or anything else. And I don't believe that

us capping ticket sales is going to help that aspect

of it very much.

CHAIRMAN NASH: I agree with that. That's

true. People are going to show up not knowing what to

expect. But this is more than the Phillies. This is

the Phillies, Eagles, Sixers, and the Flyers all

having a parade on the same day and throwing us all in

the --

COMMISSIONER HAIDER: Wings. Union.

MR. RINK: We did purchase -- and that was

presented to the Board two months ago -- we did buy

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75,000 extra cards, smart cards, for the event. So we

shouldn’t have a problem with the pre-sales with the

number of smart cards we'll have available for them.

CHAIRMAN NASH: You're limiting the number of

stations that are coming from Jersey?

MR. HANSON: No decisions have been made on

that yet. At this time, we're working closely with

our partners, our transit partners, as well as law

enforcement, to try and come up with how this is all

going to work. It's very fluid right now. There is a

lot of scenario-based planning going on and there

really is no solid information, yet, on how we could

do that.

CHAIRMAN NASH: And I have to compliment you.

I know that your administration has been working on

this from the day the Pope announced that he was

coming to Philadelphia. So it's a very difficult

operational task and I compliment you on working --

you know, the security alone is a full-time job, so

I'm confident that you'll be able to do it as well as

possible.

I did speak with counsel for SEPTA and I know

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that they're grappling with the same issues. They are

also looking to have a special track, so what you're

doing is not different really than what SEPTA is

doing. So at the end of the day, it'll all work out.

It'll be a great event for the Delaware Valley.

MR. HANSON: We're working with SEPTA. We're

working with New Jersey Transit, with a myriad of law

enforcement agencies to do the best we can to

transport people safely, as many people as possible to

and from the city. And it is going to be a huge

event.

MR. RINK: We're seeking approval to revise

your schedule of fares to include those -- the one-

day, and the two-day passes.

CHAIRMAN NASH: One question that you briefly

touched on; there is a limited number of regular

riders, especially in the healthcare industry, that

use PATCO to get to and from Philadelphia. How are

you going to work with those, I guess, like 2,000

riders a weekend or a day during the weekend? How --

are you going to ask them to buy the passes as well?

MR. RINK: No. They’ll use our existing

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FREEDOM Card.

CHAIRMAN NASH: It does work?

MR. RINK: It will work, yes. And they'll

only be charged --

CHAIRMAN NASH: Okay. I didn't understand

that. So you can use the FREEDOM Card --

MR. RINK: Correct.

CHAIRMAN NASH: -- without buying a pass.

MR. HANSON: The difference is it's just going

to be a one-way fare; whatever way you go, $2.50.

Because the one thing that I think we are pretty sure

of -- and, John, correct me if I'm wrong – is that

we're just going to have the gates open as they leave;

so we're not going to hold people up to have to tap

out. Since we're doing that, it's just going to be a

$2.50 fare one-way.

MR. RINK: Correct. You'll tap into the

system. You'll go over to the city and you'll exit

right away. You won't have to go through the fare

gates. And then, when we bring everyone back, it will

be the same. We'll just let you back on the train.

CHAIRMAN NASH: Okay. And, obviously, you're

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going to have police there to make sure you're not

having 50,000 people running into our brand new cars.

MR. RINK: Correct.

CHAIRMAN NASH: Okay. Are there any

questions? This is very exciting. I know it's very

hard work.

COMMISSIONER WHITE: I have a question. You

guys probably addressed it, but please refresh my

memory.. Have we any projections on what we're

looking to make on this visit?

MR. HANSON: On what?

COMMISSIONER WHITE: On the Pope's visit, in

terms of revenue, any update? Do you have any

projections on that?

CHAIRMAN NASH: That's a good question.

MR. HANSON: Well, if we can move 100,000

people roughly -- is what we're planning -- in one

direction; so it would be 200,000 times $2.50,

essentially.

MR. RINK: Well, if they all bought one-day

passes, it could be up to a million.

MR. HANSON: Oh, yeah, two days.

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MR. RINK: Yeah, it will be two days, 200,000

customers with a one-day pass at $5.00, it would be

roughly a million dollars.

MR. HANSON: So it could be a million dollars.

Expenses are going to be very high though.

MR. RINK: The amount of staff, as I said, the

operating expenses, and the amount of staff that we're

going to need to supplement, to run the service.

MR. HANSON: And at the bridges, as well.

We're going to be facing significant staffing,

scheduling challenges, as well as costs.

CHAIRMAN NASH: So, the million dollars will

be offset by the extra costs that we're going to have

to face.

COMMISSIONER WHITE: Overtime, etc.

MR. HANSON: If I'm guessing, it's going to

more than offset.

COMMISSIONER HAIDER: Would revenue from

advertising be impacted in some way? Presumably, you

could price it differently.

CHAIRMAN NASH: And as a supplement to that,

it's a very good question. I'm sure you've been

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approached by vendors who are looking to set up. Any

time you have those kind of numbers running through

one spot, the vendors are going to look to sell

memorabilia, things like that.

MR. HANSON: We haven't been approached. And

I don't know --

CHAIRMAN NASH: I don't know where you would

put them, but --

MR. HANSON: Yeah. I don't know what our

response would be to that. In terms of advertising

though, John, can you touch base with Titan on that,

who is our -- that's our company that handles that.

MR. RINK: They have been looking at ideas for

that and the fact that the Pope will be here, so I'll

follow-up with Titan on that. There might be --

they're looking at opportunities in regards to that.

COMMISSIONER DiANTONIO: Just a thought that

came to mind, how about the handling of handicapped

persons with wheelchairs and so forth; any provisions

made in reference to that?

MR. RINK: All the stations have elevators, so

that won't be an issue if somebody --

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COMMISSIONER DiANTONIO: No, I mean in lines

and so forth.

MR. RINK: We're going to have staff on the

platforms and on the trains, so we would make sure

that they are accommodated.

CHAIRMAN NASH: You know that's a very good

question. It's going to be crowded.

Any other questions?

Good job.

MR. RINK: We need approval?

CHAIRMAN NASH: I was just going to say put

another asterisk in your -- we'll have a double

asterisk, that's money from the Pope versus -- you're

going to need a keyboard to figure out your big chart.

So there is a resolution that's been

presented. Is there a motion to adopt?



CHAIRMAN NASH: All those in favor?

ALL: Aye.

CHAIRMAN NASH: Opposed?

So this goes on this coming June 17th agenda,

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John?

MR. RINK: Correct.

CHAIRMAN NASH: All right. The next item is

PATCO FREEDOM Card acceptance on SEPTA key system

readers, amendment to Tariff 112, Supplement 16.

John?



negotiate a memorandum of agreement with SEPTA and

amend our current interline transfer agreement to

allow acceptance of PATCO's FREEDOM stored-value card

at SEPTA's transit system key program point-of-entry

readers at a non-discounted rate.

The purpose of the agreement is to continue

the transfers under our current tariff by allowing use

of the FREEDOM Card on any SEPTA vehicle. That's

their bus, regional rail, the regular rail trolley.

Any place that SEPTA will have their new key system

point-of-entry readers, we'll be able to use --

customers will be able to use -- their FREEDOM Card to

do that, but at a non-discounted rate.

Under our current agreement, we currently sell

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roundtrip, two-part paper transfers at our ticket

vending machines and we act as an agent for SEPTA.

The first part of the transfer is valid for 60 minutes

from the time-of-issue and then they get a second part

that's valid for 24 hours.

Our customers pay about -- they pay $3.10.

The normal roundtrip cost is $3.60. This 50-cent fare

discount is equally shared between us and SEPTA. It

allows only transfers on select SEPTA's routes – the

Market-Frankford subway elevated, the Broad-Ridge

subway, and some trolleys and bus routes.

When SEPTA goes to their new system, they will

no longer accept these paper transfers; therefore,

we'll no longer accept those paper transfers from our

TVMs. So once SEPTA goes to their new system, the

paper transfers that we currently have will disappear.

CHAIRMAN NASH: Do you know when that is,

John?

MR. RINK: I have Kathy. Kathy Imperatore is

Director of Fare Collections. She has been working

with SEPTA on this. I'll let Kathy answer that one.

CHAIRMAN NASH: Kathy?

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MS. IMPERATORE: SEPTA is currently in a pilot

phase and they have not announced when they're going

to roll-out their system.

CHAIRMAN NASH: Are they going to implement

that in their entire system eventually?

MS. IMPERATORE: Yes.

MR. RINK: So if our customers want to

transfer onto SEPTA, they will have to re-register

their cards, their FREEDOM Cards. Right now, you

currently can register or not register your cards. We

recommend to all of our customers to register their

card in case it's lost. You can make sure we put the

money back on the card and turn it off, and then

transfer that balance onto a new card. If they don't

register, we have no way to assist them.

However, if they register for us, in order for

them to work on the SEPTA system, they'll have to

re-register their cards and that will allow them use

their cards on the SEPTA system. So what this

agreement will allow is, once you register your card,

you'll be able to use that throughout SEPTA's system.

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And then SEPTA will bill us and we'll reimburse them

for any of those transactions.

It's a great new day in regards to that.

Basically, right now, we have about 800 of our

customers purchase these paper transfers from our

system. One thing that will disappear is that ability

to get that discounted transfer rate.

CHAIRMAN NASH: There are 800 customers a-day

that transfer?

MR. RINK: There's more than that, but only

800 purchase the transfer ticket, the $3.10 ticket.

CHAIRMAN NASH: I'm surprised it's that high.

MR. RINK: They are moving to eliminate those

paper transfers from not just here but throughout the

whole system, correct?

MS. IMPERATORE: That's correct.

CHAIRMAN NASH: What about reverse? Will we

accept SEPTA's version of the FREEDOM Card?

MR. RINK: At this time, no, but there is that

capability to do it in the future, if we so desire.

But for our customers right now who transfer over, if

they register their cards, they can use their cards on

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SEPTA's system.

So what we'd like to do with this is to

develop a memorandum of understanding that will allow

us -- for our customers to use their FREEDOM Card on

SEPTA's system. And then it allows us -- allows SEPTA

to bill us and for us to reimburse them for that cost.

Kathy, did I miss anything else?

CHAIRMAN NASH: Any questions?

COMMISSIONER HAIDER: Yeah, can you go through

aggregate cost and savings? I mean, what is the

current cost with the paper transfer system, for

example? Can you give me a little bit of a

cost/benefit on this?

MR. RINK: Actually, with that portion, the

discount transfer rate as listed in the Summary

Statement. Basically, PATCO puts out over $50,000 a

year in costs. It costs us. We are picking up that

difference in that discount, so it would be a net

savings to us over $50,000.

COMMISSIONER HAIDER: Any other forms of

savings; for example, managing the paper transfer

system? I have no idea what those kinds of costs

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involve in a paper system like the --

MS. IMPERATORE: Actually, we're going to be

taking those costs onto the back-end, so we're going

to have to electronically take care of these

transactions now. So, I don't really see a cost

savings.

MR. RINK: One thing we will have to do is --

we will have costs to modify our software systems in

Cubic. We are working on those proposals and we'll

present them to the board for approval. But we will

have to modify our -- as Kathy mentioned -- our

backroom software to be able to do all those

transactions; so, there's a cost associated with it.

COMMISSIONER HAIDER: So it would be helpful

to see a cost/benefit analysis of the whole system at

some point? I mean, I understand this just allows for

the negotiation with SEPTA. But when you're ready

with that information, it would be helpful to see that

--

MR. RINK: Sure. We'll put that together.

CHAIRMAN NASH: I don't know, are you okay

with moving forward?

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COMMISSIONER HAIDER: Sure, yes, of course.

CHAIRMAN NASH: Are there any other questions?

Seeing none, I'll take a motion to adopt this

resolution of the Finance Committee.


CHAIRMAN NASH: Is there a second?



ALL: Aye.


All right, that will also be on this coming

agenda.

The third item was presented at the O&M

Committee earlier this morning. I'm presuming that's

true since this was drafted prior to the O&M

Committee.

MR. HANSON: Correct.

CHAIRMAN NASH: It's the purchase of seven cab

chassis trucks and seven hydraulic systems.

Mr. Reiners?

MR. WHITE: Before Steve gives us some

background on this, one of the reasons CEO Hanson

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suggested that we bring this before the Finance

Committee is because this represents part of a

different approach that we're taking to vehicle

purchases. Steve and/or Dan Auletto, Acting COO, will

get into it -- but essentially, Operations approached

me and John Hanson, about putting together a five-year

plan related to when we go about purchasing vehicles.

We pass the capital budget at the end of the

year and it goes into effect in January. What happens

in many cases is that we find ourselves at the back-

end of the manufacturing cycle and, therefore,

sometimes we can't get the vehicles, or sometimes I

believe we get the vehicles actually at a higher

price.

As mentioned by Vice Chair Nash, this was

presented to the O&M Committee, but we wanted to at

least advise the Finance Committee of a different

approach related to vehicle purchases and how we're

going to carry that forward in the Capital Plan.

So, Steve or Dan, do you want to speak to the

resolution?

MR. REINERS: Yeah. We took the same approach

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that Engineering takes with their five-year look-ahead

for projects. We will have a better understanding as

to what we expect we're going to spend over the next

five years for vehicles. This being said --

CHAIRMAN NASH: Steve, when you say

"vehicles," it's not all trucks. You're talking about

the entire fleet?

MR. REINERS: Police cars, pickup trucks; not

only for the Port Authority, but for PATCO, also.

MR. WHITE: Right.

MR. REINERS: So this way we have an

understanding of what the budget is going to look like

over the next five years, similar to what Engineering

does.

That being said, one of the things we looked

at with the chassis this year was that New Jersey has

not changed their pricing for five years now.

Pennsylvania has changed the pricing on the State

contract. So we thought it would be of benefit to the

Port Authority to take advantage of that pricing this

year and purchase the vehicles this term.

I think one of the reasons that we're bringing

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it to the Finance Committee is because we're also

asking to do a capital change order from WB-13-01,

which is the Walt Whitman Bridge paint contract, to

take the money from that contract to purchase the

trucks this year.

Our expectation is that we would roughly be

saving around $358,000 by purchasing this year. Right

now, the State contract for PA is $142,000 per truck;

we would be purchasing just the cab for $71,000 off

New Jersey's contract and another $20,000 per truck

off the PA CoStar contract for the hydraulic systems,

at this point.

Again, we talked -- Mr. White talked about the

purchasing process. We run a calendar-based budget at

this point, and the states are always on a fiscal

budget from July to June. One of the problems that we

run into there is we are constantly -- in January and

February -- running into a situation where we're right

up against cut-off dates, which at that point means

we're not receiving the trucks till middle of the

summertime. And by the time we retrofit the trucks,

we're actually getting them out even later in the

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year, rather than seeing at the beginning of the year.

MR. HANSON: So another way to explain it, to

sort of combine Jim's explanation and Steve's

explanation, the vehicle -- we've always been a year

behind in the way we budget for these types of

vehicles. The State contracts are based on the way

manufacturers roll out the vehicles. Manufacturers

roll out the vehicles late summer or early fall.

That's how it starts.

Our budget gets presented in December and then

goes through a veto period, so that we can't really

access the budget until late in January and then

you've got our procurement process to go through,

which always puts us up against the deadlines for the

purchase of vehicles. It makes it difficult in terms

of going through the procurement process to meet the

end-of-the-model year, essentially, for vehicles.

So what they're talking about doing is

budgeting essentially a year ahead. What that means

is -- that's why the discussion about the paint

contract -- is we're adding essentially what would

have been next year's vehicle purchase under the old

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way. We're not going to increase the capital budget.

We're going to move money into a project that won't be

spent this year in order to cover that so the capital

budget doesn't need to be increased. Then going

forward every year, we'll be ahead of the model year

with the budget, as opposed to chasing it and being

behind.

I don't know if that was any easier to

understand?

CHAIRMAN NASH: Not really. But why don't you

just amend the capital budget to reflect that you --

instead of borrowing money from the Walt Whitman

project, just amend the budget to place money from the

Walt Whitman into --

MR. HANSON: That's what we're asking you to

do. That's exactly what we're asking you to do.

CHAIRMAN NASH: Okay.

MR. HANSON: We're not borrowing it. We're

just saying that we're not going to spend it, so we

want to amend the capital budget as part of this to

take the money that won't be spent in the Walt Whitman

Bridge --

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CHAIRMAN NASH: Got it.

MR. HANSON: -- and add it to vehicles and

then that's going to put us a year ahead so that we'll

be purchasing right in the model year, as opposed to

chasing the end of the model year.

CHAIRMAN NASH: Got you. You had a question?

COMMISSIONER DiANTONIO: Yeah, well, actually,

a comment. Which makes sense in a way, because if

you're buying the chassis with the hydraulic system

and the truck, using the bed that's on the previous

truck, that makes sense.

Also, the model year usually changes in

September, which would be a 2016 versus a 2015.

MR. HANSON: Right.

MR. WHITE: Correct.

COMMISSIONER DiANTONIO: So you're using that

money ahead, which, in my opinion, makes a lot of

sense if the bed, itself, is material that's not

rotting away.

What type of material is that? Is it aluminum

--

MR. REINERS: Stainless steel.

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COMMISSIONER DiANTONIO: Stainless steel?

MR. REINERS: Stainless steel or aluminum.

COMMISSIONER DiANTONIO: In my opinion, it's

excellent in reference to doing it that way. We

mentioned that at the O&M, but I didn't know that it

went to cars also, as far as police cars and whatever,

looking ahead like that.

MR. HANSON: Because the model year -- you're

exactly right. The model years, that's when they

change, in September. That's why, historically, the

new television shows have always been rolled out in

September to capitalize on the automobile advertising.

CHAIRMAN NASH: Now, I support getting

vehicles, but only when you need them, you know. I

don't want you -- one of the dangers of doing a

five-year plan is that if you have this -- I don't

mean dangerous in a dangerous sense.

I mean, one of the concerns that I have is

that if you have it budgeted over a five-year period

like you're planning to do, are you going to simply

replace vehicles that don't need to be replaced

earlier than they should?

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MR. REINERS: Most of the vehicles that we're

looking at under the five-year plan right now, there

are a few that are '99, and we're excluding the

heavier equipment. These are just cars and trucks, at

this point. Most of those vehicles are either from

2004 or older at this point, and we're going to try

and go from the older vehicles first to where the

2004s would be later in the budget process.

COMMISSIONER DiANTONIO: Would they be traded

or would they be auctioned?

MR. REINERS: They would be auctioned out.

We're not looking to increase the number of vehicles

that we have, just the -- because, again, by the end

of the five-year plan, you're looking at 2019, and

those 2004 vehicles are 15 years old.

COMMISSIONER DiANTONIO: Right. So they would

be auctioned off at 15 years old.

MR. REINERS: Yeah.


CHAIRMAN NASH: And as you're planning, Steve,

-- this is sort of a parenthetical to what we're

talking about -- we have partners to engage in

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sustainability talks and to reduce our carbon

footprint, and vehicles are a part of that. I would

like to work with you to make sure that we are getting

the best vehicles for the environment as possible.

And anytime there is, you know, whether it be

a natural gas vehicle or a battery fueled vehicle, if

there is a practical possibility of buying one, even

if it may be a little bit more expensive, I think that

is something that we should talk to our soon-to-be -

formed Sustainability Committee about. So, we'd like

to work with you on that.

MR. HANSON: But, they're not just a little

more expensive. The lifecycle costs right now are

significantly more expensive. I think it's a great

idea to have this committee so that we can get

direction on goals that we should be meeting in terms

of reducing the carbon footprint and what we're

prepared to spend in additional costs on vehicles and

costs on other things to meet those goals.

I think that's a great idea and it needs to be

done in an integrated fashion where we have goals,

targets, and we're prepared to talk about just how

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much money we are willing to invest to meet those

goals.

CHAIRMAN NASH: That's why I used the word

"practical." My practical may be different than your

practical.

MR. HANSON: But once the Board gives us the

goals, once the Sustainability Committee gives us

those goals and cost parameters, there is recognition

that we're spending money to achieve those goals, and

to me, then it is practical. What isn't practical is

to spend significantly more money if you're not

chasing a goal.

CHAIRMAN NASH: Right, I agree.

MR. HANSON: If you're not going after a

target.

CHAIRMAN NASH: No, I totally agree. I think

all the commissioners would agree with that, John.

COMMISSIONER DiANTONIO: One more question.

The hydraulic system, was that bidded-out with DeHart?

Were there other bids besides DeHart for hydraulic

systems?

MR. REINERS: It was off the CoStar contract

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in PA, which is a State contract. It was not -- it

was in the standard, the same kind that we currently

have right now, which is a new electronic that came

off the PA State contract, so we standardized that

whole system.


CHAIRMAN NASH: Was a resolution presented to

O&M?

MR. REINERS: Yes.

CHAIRMAN NASH: So we don't need to move on

anything on that by Finance.

Are there any other questions for this issue?

Anybody on the phone have any final questions on this?

Seeing none, I am going to -- are there any

other issues for public discussion?

CHAIRMAN NASH: All right. Seeing none, I'll

take a motion to go into closed session to talk about

issues with the contract.




ALL: Aye.

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June 3, 2015, the meeting adjourned.)

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Finance Committee on June 3, 2015, were held as herein

appears, and that this is the original transcript

thereof for the file of the Authority.



AUDIT



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Audit Committee Meeting



Committee Members:

Eugene DePasquale, Chairman (via telephone)Rick Taylor, Vice ChairmanElinor Haider (via telephone)Richard Sweeney (via telephone)

Others Present:

Ryan Boyer, Chairman to DRPA/PATCO BoardRohan Hepkins, CommissionerDavid Dix, Assistant to Chairman BoyerAmy Herbold, Senior Counsel, New Jersey Governor's

Authorities Unit (via telephone)Victoria Madden, Chief Counsel for Auditor General

Eugene DePasquale (via telephone)John Dougherty, Business Manager, IBEW Local 98David Rapauno, Esq., Duane Morris LLP

(Pennsylvania Counsel)Jennifer Bertino, Bowman & CompanyJarred Corn, Bowman & CompanyCharles Holmes, Holmes & Company

DRPA/PATCO Staff:

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

Acting Corporate SecretaryStephen Holden, Deputy General CounselJames White, Chief Financial Officer

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Toni Brown, Chief Administrative OfficerDavid Aubrey, Acting Inspector GeneralJohn Rink, General Manager, PATCO (via telephone)Bennett Cornelius, Assistant General Manager, PATCO

(via telephone)John Lotierzo, Director of Finance, PATCO

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

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I N D E X

Page

Roll Call 4

Executive Session 5

Approval of 2014 Financial Audit Exit Conference 6Report and Required Communications andthe Summary Statement & Resolution

Adjourn 8

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(9:37 a.m.)

CHAIRMAN DePASQUALE: I'd like to call the

meeting of the Audit Committee of the Delaware River

Port Authority to order and ask the Corporate


MS. MAYOCK: Board Chairman Boyer?



CHAIRMAN DePASQUALE: Here.

MS. MAYOCK: Vice Chairman Taylor?

VICE CHAIRMAN TAYLOR: Here.




COMMISSIONER HEPKINS: Here.


Commissioner Sweeney, are you on the line? He was

just a moment ago.

COMMISSIONER TAYLOR: He's still on.

MS. MAYOCK: He's still on? Okay.

Regardless, that's a quorum. We're good.

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CHAIRMAN DePASQUALE: Great, thank you very

much.

MS. MAYOCK: Did someone else just join?

COMMISSIONER SWEENEY: I'm here. Sweeney is

here. I had it on mute.

MS. MAYOCK: Super.

CHAIRMAN DePASQUALE: Okay, thanks.

MS. MAYOCK: And then Commissioner Dougherty

just joined us as well. So still a quorum.

CHAIRMAN DePASQUALE: Great, thank you.

I'd like to ask for a motion to go into

Executive Session. The decisions made in Executive

Session will be made public when the issues are

resolved. But, again, I'd like a motion, because

there are some issues that we need to discuss there.

Is there a motion?

VICE CHAIRMAN TAYLOR: So moved.

CHAIRMAN DePASQUALE: Second?

BOARD CHAIRMAN BOYER: Second.

MS. MAYOCK: There was a second.

CHAIRMAN DePASQUALE: Any negative votes? If

not, we are now in Executive Session.

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Please let me know if the room is not clear;

let me know when it is clear.

MS. MAYOCK: Okay, we'll let you know. We

have a few people we have to move on out.



MS. MAYOCK: General DePasquale, we are back

on the record.

CHAIRMAN DePASQUALE: Great, thank you. There

is one item for open session. It is the consideration

of approval of the 2014 Financial Audit Exit

Conference Report and Required Communications.

Mr. Aubrey, anything you want to add to that

before we call a vote?

MR. AUBREY: Just very briefly. Within your

supplied meeting materials is the summary statement

and resolution, titled 2014 Financial Audit Exit

Conference Report and Required Communications.

The purpose of the SS&R is to allow the Board

to formally acknowledge receipt of the 2014 Financial

Audit Exit Conference Report and Required

Communications as presented by Bowman & Company to the

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Audit Committee and approved by the Audit Committee on

June 10, 2014.

We request the Audit Committee approve the

proposed SS&R. Upon approval and acceptance by the

Audit Committee, Bowman's Exit Conference Report and

preliminary draft Financial Report shall be entered in

the record at the June 17, 2015 Board meeting.

Thank you.

CHAIRMAN DePASQUALE: Thank you. Are there

any questions for Mr. Aubrey?

Hearing none, I'd ask for a motion for a vote

to approve this report and send it to the Board for

final consideration.

Do I have a motion?

VICE CHAIRMAN TAYLOR: So moved to take it to

the board.

CHAIRMAN DePASQUALE: Is there a second?


CHAIRMAN DePASQUALE: Second. Are there any

negative votes?

Hearing none, it is approved and onto the

board for final consideration at the next meeting,

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which will be on June 17th.

Is there any further business?

Hearing none, I'd ask for a motion to adjourn

the meeting.

VICE CHAIRMAN TAYLOR: So moved.

CHAIRMAN DePASQUALE: Second?


CHAIRMAN DePASQUALE: Okay. Any negative

votes?

Hearing none, everyone thank you very much for

your time. Great work, today.



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proceedings before the Delaware River Port Authority

Audit Committee on June 10, 2015, were held as herein





SUMMARY STATEMENT

ITEM NO.: DRPA-15-075 SUBJECT: 2014 Financial Audit – ExitConference Report and RequiredCommunications

COMMITTEE: Audit



PROPOSAL: That the Board acknowledge receipt of the 2014 Financial Audit –Exit Conference Report and Required Communications as presentedby Bowman and Company LLP (External Auditors) and approved bythe Audit Committee on June 10, 2015.

PURPOSE: To acknowledge receipt of the 2014 Financial Audit – Exit ConferenceReport and Required Communications as presented by Bowman andCompany LLP (External Auditors) and approved by the AuditCommittee on June 10, 2015.

BACKGROUND: As part of the conclusion of the 2014 Annual Financial Audit,Bowman and Company LLP is required to communicate the results ofsaid audit, as well as other required communications, to theappropriate governing body of the Authority, in this case the AuditCommittee.

The attached Exit Conference Report was presented to the AuditCommittee, along with a preliminary draft financial report, byBowman and Company LLP (External Auditors), for AuditCommittee review, discussion, and acceptance.

Upon approval and acceptance by the Audit Committee, the ExitConference Report, and preliminary draft financial report, shall beentered into record at the June 17, 2015 Board meeting.

SUMMARY STATEMENT DRPA 2014 Financial Audit – ExitAudit 6/10/2015 Conference Report and Required

Communications

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/AEstimated Number ofJobs Supported: N/A

DRPA-15-075Audit Committee: June 10, 2015

Board Date: June 17, 20152014 Financial Audit – Exit ConferenceReport and Required Communications

RESOLUTION

RESOLVED: That the Board acknowledge receipt of the 2014 Financial Audit –Exit Conference Report and Required Communications as presentedby Bowman and Company LLP (External Auditors) and approved bythe Audit Committee on June 10, 2015.

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/AEstimated Number ofJobs Supported: N/A

DELAWARE RIVER PORT AUTHORITY of Pennsylvania & New Jersey

EXIT CONFERENCE REPORT

INCLUDING REQUIRED COMMUNICATIONS WITH THOSE CHARGED WITH GOVERNANCE AND MANAGEMENT

RESULTING FROM THE AUDIT OF THE

FINANCIAL STATEMENTS FOR THE YEAR ENDED

DECEMBER 31, 2014

A. SCOPE OF SERVICES

Scope of Services The Engagement Letter, signed April 21, 2015, for the audit of the combined financial statements of the Delaware River Port Authority and its subsidiary (collectively referred to as the “Authority”), between Bowman & Company LLP (the “Auditor”) and the Authority, included a full description of the scope of services to be provided during the conduct of the audit for the year ended December 31, 2014. A copy of the executed Engagement Letter can be found in Appendix I of this document. The scope of services included the audit of the combined statement of net position, the combined statement of revenues, expenses and changes in net position, the combined statement of cash flows, the combined statement of trust net position available for benefits, the combined statement of changes in trust net position, and the related notes to the combined financial statements, which collectively comprise the basic financial statement of the Authority as of and for the year ended December 31, 2014. Our audit was designed and performed for the purpose of expressing an opinion as to whether these financial statements are fairly presented, in all material respects, in conformity with accounting principles generally accepted in the United States of America.

Responsibilities Under Generally Accepted Auditing Standards We conducted our audit in accordance with auditing standards generally accepted in the United States of America and in accordance with the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free of material misstatement. Full disclosure of all responsibilities of the Authority and the Auditor is included in the Engagement Letter (Appendix I).

Risk of Fraud Auditing standards generally accepted in the United States of America require that we plan and perform the audit to detect material misstatements in the combined financial statements whether caused by error or fraud. During the conduct of our audit, we identified and assessed fraud risk factors and subsequently designed our audit tests in compliance with the standards. It is important to note that fraud risk factors do not necessarily indicate the existence of fraud; however, they are often present where fraud exists. While auditing standards related to the detection of material misstatements in the combined financial statements as a result of fraud have significantly changed, it is vital that management of the Authority understand, and take seriously, its role in fraud prevention and detection by establishing programs and controls to help prevent, deter and detect fraud, by monitoring those programs and controls for compliance, and by setting the proper “tone at the top” that fraudulent activity will not be tolerated. The results of our audit did not disclose the existence of any material misstatements in the combined financial statements caused by fraud or error.

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B. OTHER MATTERS AND SIGNIFICANT FINDINGS

Significant Accounting Policies The accounting policies utilized by the Authority for the audit year are in conformity with accounting principles generally accepted in the United States of America (GAAP) as applied to governmental units. The Governmental Accounting Standards Board (GASB) is the accepted standard-setting body for establishing governmental accounting and financial reporting principles. No issues arose in connection with the application of these principles. The following accounting standards issued by the Governmental Account Standards Board were required to be adopted by the Authority for the year ended December 31, 2014; however, neither of these pronouncements had an impact on the Authority’s combined financial statements:

Statement No. 69, Government Combinations and Disposals of Government Operations Statement No. 70, Accounting and Financial Reporting for Nonexchange Financial

Guarantees

Management’s Judgments and Accounting Estimates Accounting estimates, based upon management’s judgments, are an integral part of the combined financial statements. Those judgments are normally based on knowledge and experience concerning past and current events, and assumptions concerning future events. Certain accounting estimates are particularly sensitive because of their significance to the combined financial statements and because of the possibility that future events affecting them may differ markedly from management’s current judgments. Such accounting estimates included in the Authority’s combined financial statements include:

allowances for uncollectible accounts receivable useful lives and depreciation related to capital assets claims and judgments (e.g.: legal, workers’ compensation) derivative financial instruments which are reported at fair value other postemployment benefits (OPEB) plan

We are not aware of any unusual matters or inconsistencies with accounting principles generally accepted in the United State of America (GAAP), as applied to governmental units, concerning management’s judgments and estimates.

Audit Adjustments and Passed Audit Adjustments We have informed the appropriate members of management of any required audit adjustments that, either individually or in the aggregate, have a material effect on the Authority’s financial reporting process. For purposes of this report, professional standards define an audit adjustment, whether or not recorded, as a proposed correction of the combined financial statements and financial records that, in our judgment, may not have been detected except through our auditing procedures. The definition also includes adjustments that were not recorded by the Authority because they were not material to the combined financial statements but could be material to future financial statements. We are unaware of any unrecorded audit adjustments.

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B. OTHER MATTERS AND SIGNIFICANT FINDINGS (CONT’D)

Audit Adjustments and Passed Audit Adjustments (Cont’d) Passed audit adjustments include all adjustments to the financial records of the Authority for which, in the judgment of the Auditor, were not necessary because such adjustments, individually or in the aggregate, did not have a material effect on the Authority’s financial reporting process. There were no passed audit adjustments for the year under audit.

Our Responsibility for Other Information in Documents Containing Audited Financial Statements Pursuant to professional standards, the responsibility of the Auditor for other information in documents containing the combined financial statements of the Authority does not extend beyond the combined financial statements, identified in the Independent Auditor’s Report, and the Auditor is not required to perform procedures to corroborate such other information; however, in accordance with such standards, the Auditor is required to read the information in the document and consider whether such information, or the manner of its presentation, was materially inconsistent with its presentation in the combined financial statements. It is also our responsibility to call to the attention of management any information that we believe is a material misstatement of fact.

Major Issues Discussed with Management Prior to Our Retention Professional standards require that we report major issues, discussed with management, in connection with our recurring retention, regarding the application of accounting principles, financial reporting policies and practices, and auditing standards. We are pleased to report that there were no such discussions with management prior to our retention as auditors of the combined financial statements.

Difficulties Encountered in Performing the Audit We are pleased to report that there were no significant difficulties in performing the audit of the combined financial statements.

Management Representations We will request certain representations from management that are included in the management representation letter, which will be dated the date of the independent auditor’s report in June 2015. A draft copy of the management representation letter can be found in Appendix II of this document.

Supplementary Information

With respect to the supplementary information accompanying the combined financial statements, we made certain inquiries of management and evaluated the form, content, and methods of preparing the information to determine that the information complies with accounting principles generally accepted in the United States of America, the method of preparing it has not changed from the prior period, and the information is appropriate and complete in relation to our audit of the combined financial statements. We compared and reconciled the supplementary information to the underlying accounting records used to prepare the combined financial statements or to the combined financial statements themselves.

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B. OTHER MATTERS AND SIGNIFICANT FINDINGS (CONT’D)

Audit Findings Reported in Accordance with Applicable Audit Standards

Significant deficiencies and material weaknesses related to internal control deficiencies and matters of noncompliance with applicable laws and regulations are required, by all applicable audit standards, to be communicated to those charged with governance and management. Such significant deficiencies and / or material weaknesses would require the Authority to develop and implement corrective action. The attached “Summary of Audit Findings,” Appendix III, does not include such items, but includes matters for purposes of discussion only, which have been reviewed with members of management.

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C. KEY FINANCIAL HIGHLIGHTS

The purpose of the following section is to provide summarized financial information, in an illustrative format, of a few indicators that are useful in measuring the Authority’s financial performance.

Combined Net Position (in thousands)

A comparison of the Authority’s combined net position for the year of audit and previous two years is as follows:

Combined Operating Revenues (in thousands)

A comparison of the Authority’s combined operating revenues for the year of audit and previous two years is as follows:

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C. KEY FINANCIAL HIGHLIGHTS (CONT’D)

Combined Operating Revenues (in thousands) (cont’d)

A recapitulation of the components of the Authority’s combined operating revenues for the year ended December 31, 2014 is as follows:

Combined Operating Expenses (in thousands)

A comparison of the Authority’s combined operating expenses for the year of audit and previous two years is as follows:

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C. KEY FINANCIAL HIGHLIGHTS (CONT’D)

Combined Operating Expenses (in thousands) (cont’d)

A recapitulation of the components of the Authority’s combined operating expenses for the year ended December 31, 2014 is as follows:

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D. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Governmental Accounting Standards Board Statement No. 68

In June 2012, the GASB issued Statement 68, Accounting and Financial Reporting for Pensions - an amendment of GASB Statement No. 27. GASBS 68 is to improve accounting and financial reporting by state and local governments for pensions. It also improves information provided by state and local governmental employers about financial support for pensions that is provided by other entities. This Statement results from a comprehensive review of the effectiveness of existing standards of accounting and financial reporting for pensions with regard to providing decision-useful information, supporting assessments of accountability and interperiod equity, and creating additional transparency. In addition, this Statement replaces the requirements of Statement No. 27, Accounting for Pensions by State and Local Governmental Employers, as well as the requirements of Statement No. 50, Pension Disclosures, as they relate to pensions that are provided through pension plans administered as trusts or equivalent arrangements that meet certain criteria. The requirements of Statements 27 and 50 remain applicable for pensions that are not covered by the scope of this Statement. This Statement is effective for periods beginning after June 15, 2014.

Governmental Accounting Standards Board Statement No. 71 In November 2013, the GASB issued Statement 71, Pension Transition for Contributions made Subsequent to the Measurement Date - an amendment of GASB Statement No. 68. GASBS 71 is to address an issue regarding application of the transition provisions of Statement No. 68, Accounting and Financial Reporting for Pensions. The issue relates to amounts associated with contributions, if any, made by a state or local government employer or nonemployer contributing entity to a defined benefit pension plan after the measurement date of the government's beginning net pension liability. The requirements of this Statement will eliminate the source of a potential significant understatement of restated beginning net position and expense in the first year of implementation of Statement 68 in the accrual-basis financial statements of employers and nonemployer contributing entities. This Statement is effective for periods beginning after June 15, 2014.

Governmental Accounting Standards Board Statement No. 72

In February 2015, the GASB issued Statement 72, Fair Value Measurement and Application. GASBS 72 is to address accounting and financial reporting issues related to fair value measurements. The definition of fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This Statement provides guidance for determining a fair value measurement for financial reporting purposes. This Statement also provides guidance for applying fair value to certain investments and disclosures related to all fair value measurements. This Statement is effective for periods beginning after June 15, 2015.

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E. USE OF THIS REPORT AND APPRECIATION

This report is intended solely for the information and use of those charged with governance, the Audit Committee, and management of the Delaware River Port Authority, and is not intended to be, and should not be distributed to, or used by, anyone other than these specified parties. It is not to be distributed, copied, used, circulated, quoted, or excerpted for any other purpose. We appreciate this opportunity to serve the Delaware River Port Authority.


BOWMAN & COMPANY LLP Certified Public Accountants & Consultants

Voorhees, New Jersey June 3, 2015

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APPENDIX I

ENGAGEMENT LETTER

1

January 28, 2015 Delaware River Port Authority One Port Center 2 Riverside Drive Camden, New Jersey 08101-1949 To the Governing Body and Management: We are pleased to confirm our understanding of the services we are to provide the Delaware River Port Authority and its subsidiary (hereinafter collectively referred to as the “Authority”) for the year ended December 31, 2014. We will audit the statement of net position, the statement of revenues, expenses and changes in net position, statement of cash flows, and the related notes to the financial statements, which collectively comprise the basic financial statements of the Authority as of and for the year ended December 31, 2014. Accounting standards generally accepted in the United States of America provide for certain required supplementary information (RSI), such as management’s discussion and analysis (MD&A), to supplement the Authority’s basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. As part of our engagement, we will apply certain limited procedures to the Authority’s RSI in accordance with auditing standards generally accepted in the United States of America. These limited procedures will consist of inquiries of management regarding the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We will not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. The following RSI is required by generally accepted accounting principles and will be subjected to certain limited procedures, but will not be audited:

Management’s Discussion and Analysis Schedule of Funding Progress for Health Benefits Plan

We have also been engaged to report on supplementary information other than RSI that accompanies the Authority’s financial statements. We will subject the following supplementary information to the auditing procedures applied in our audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America, and we will provide an opinion on it in relation to the financial statements as a whole, in a report combined with our auditor’s report on the financial statements:

Combined Supplemental Schedule of Net Position Information by Fund Combined Supplemental Schedule of Changes in Fund Net Position Information by Fund

Combined Supplemental Schedule of Net Position Information for Combined Bond and Project Funds Combined Supplemental Schedule of Changes in Net Position Information for Combined Bond and Project Funds

Schedule of Expenditures of Federal Awards Audit Objectives The objective of our audit is the expression of opinions as to whether your basic financial statements are fairly presented, in all material respects, in conformity with U.S. generally accepted accounting principles and to report on the fairness of the supplementary information referred to in the second paragraph when considered in relation to the financial statements as a whole.

APPENDIX II

DRAFT MANAGEMENT REPRESENTATION LETTER

One Port Center

2 Riverside Drive

Camden NJ

Delaware River Port Authorityof Pennsylvania & New Jersey

L. Jarred Corn

Bowman & Company LLP601 White Horse Road

Voorhees, New Jersey 08043

Dear Mr. Corn:

Finance

Dated: June XX, 2015

This representation letter is provided in connection with your audit of the financial statements of the DelawareRiver Port Authority and its subsidiary (collectively refe1 |̂|K as the "Au^^lty"), which comprise the combinedstatement of net position, the combined statement of rl^k^s, exR|̂ ^^and changes in'̂ T position, thecombined statement of cash flows, the combined statern^^^^try^Hm position available for benefits, thecombined statement of changes in trust net position, and the to the combined financial statements,as of and for the year ended December 31, 2014, for the purpose of expressing opinions as to whether thecombined financial statements are presented fairly, in all material respects, in accordance with accountingprinciples generally accepted in the United States of America (U.S. GAAP^^jj^Certain representations in this letter are described as being limited to matters that are material. Items areconsidered material, regardless of size, if they involve an omission or misstatement of accounting information that,in light of surrounding circumstances, makes it probable that the judgment of a reasonable person relying on theinformation would be changed or influenced by the omission or misstatement. An omission or misstatement thatis monetarily small in amount could be considered material as a result of qualitative factors.

We confirm, to the best of our knowledge and belief, as of_June XX, 2015, the foilowing representations made toyou during your audit.

Financial Statements

1) We have fulfilled our responsibilities, as set out in the terms of the audit engagement letter signed April 21,2015, including our responsibility for the preparation and fair presentation of the combined financialstatements in accordance with U.S. GAAP and for preparation of the supplementary information inaccordance with the applicable criteria.

2) The combined financial statements referred to above are fairly presented in conformity with U.S. GAAP andinclude all properly classified funds and other financial information of the primary government and allcomponent units required by generally accepted accounting principles to be included in the financial reportingentity. W

3) We acknowledge our responsibility for the design, implementation, and maintenance of internal controlrelevant to the preparation and fair presentation of financial statements that are free from materialmisstatement, whether due to fraud or error.

4) We acknowledge our responsibility for the design, implementation, and maintenance of internal control toprevent and detect fraud.

5) Significant assumptions we used in making accounting estimates, including those measured at fair value, arereasonable.

DRPA isan equalopp^ortunityemployer

Mailing Address: PO Box 1949 Camden New Jersey 08101-1949 Telephone: 856.968.2132 Fax: 856.968.2193215.218.3750

L. Jarred Corn Bowman & Company LLP Dated: June XX, 2015

2

Financial Statements (Cont’d)

6) Related party relationships and transactions, including revenues, expenditures/expenses, loans, transfers, leasing arrangements, and guarantees, and amounts receivable from or payable to related parties have been appropriately accounted for and disclosed in accordance with U.S. GAAP.

7) Adjustments or disclosures have been made for all events, including instances of noncompliance, subsequent to the date of the combined financial statements that would require adjustment to or disclosure in the combined financial statements and in the schedule of findings and questioned costs.

8) We are in agreement with the adjusting journal entries you have proposed, and they have been posted to the accounts.

9) The effects of all known actual or possible litigation, claims, and assessments have been accounted for and disclosed in accordance with U.S. GAAP.

10) Guarantees, whether written or oral, under which the Authority is contingently liable, if any, have been properly recorded or disclosed.

Information Provided 11) We have provided you with:

a) Access to all information, of which we are aware, that is relevant to the preparation and fair presentation of the combined financial statements, such as records, documentation, and other matters and all audit or relevant monitoring reports, if any, received from funding sources.

b) Additional information that you have requested from us for the purpose of the audit.

c) Unrestricted access to persons within the Authority from whom you determined it necessary to obtain audit evidence.

d) Minutes of the meetings of the Authority or summaries of actions of recent meetings for which minutes have not yet been prepared.

12) All material transactions have been recorded in the accounting records and are reflected in the combined financial statements and the schedule of expenditures of federal awards.

13) We have disclosed to you the results of our assessment of the risk that the financial statements may be materially misstated as a result of fraud.

14) We have no knowledge of any fraud or suspected fraud that affects the Authority and involves:

Management,

Employees who have significant roles in internal control, or

Others where the fraud could have a material effect on the combined financial statements.

15) We have no knowledge of any allegations of fraud or suspected fraud affecting the Authority’s combined financial statements communicated by employees, former employees, regulators, or others.

16) We have no knowledge of instances of noncompliance or suspected noncompliance with provisions of laws, regulations, contracts, or grant agreements, or abuse, whose effects should be considered when preparing combined financial statements.

17) We have disclosed to you all known actual or possible litigation, claims, and assessments whose effects should be considered when preparing the combined financial statements.


3

Information Provided (Cont’d)

18) We have disclosed to you the identity of the Authority’s related parties and all the related party relationships and transactions of which we are aware.

Government - Specific 19) There have been no communications from regulatory agencies concerning noncompliance with, or

deficiencies in, financial reporting practices.

20) We have identified to you any previous audits, attestation engagements, and other studies related to the audit objectives and whether related recommendations have been implemented.

21) The Authority has no plans or intentions that may materially affect the carrying value or classification of assets, liabilities, or equity.

22) We are responsible for compliance with the laws, regulations, and provisions of contracts and grant agreements applicable to us, including tax or debt limits and debt contracts; and legal and contractual provisions for reporting specific activities in separate funds.

23) We have identified and disclosed to you all instances, which have occurred or are likely to have occurred, of fraud and noncompliance with provisions of laws and regulations that we believe have a material effect on the combined financial statements or other financial data significant to the audit objectives, and any other instances that warrant the attention of those charged with governance.

24) We have identified and disclosed to you all instances, which have occurred or are likely to have occurred, of noncompliance with provisions of contracts and grant agreements that we believe have a material effect on the determination of combined financial statement amounts or other financial data significant to the audit objectives.

25) We have identified and disclosed to you all instances that have occurred or are likely to have occurred, of abuse that could be quantitatively or qualitatively material to the combined financial statements or other financial data significant to the audit objectives.

26) There are no violations or possible violations of budget ordinances, laws and regulations (including those pertaining to adopting, approving, and amending budgets), provisions of contracts and grant agreements, tax or debt limits, and any related debt covenants whose effects should be considered for disclosure in the combined financial statements, or as a basis for recording a loss contingency, or for reporting on noncompliance.

27) The Authority has satisfactory title to all owned assets, and there are no liens or encumbrances on such assets nor has any asset been pledged as collateral.

28) The Authority has complied with all aspects of contractual agreements that would have a material effect on the financial statements in the event of noncompliance.

29) The combined financial statements include all component units as well as joint ventures with an equity interest, and properly disclose all other joint ventures and other related organizations.

30) The combined financial statements properly classify all funds and activities, in accordance with GASB Statement No. 34.

31) All funds that meet the quantitative criteria in GASBS Nos. 34 and 37 for presentation as major are identified and presented as such and all other funds that are presented as major are particularly important to combined financial statement users.


4

Government - Specific (Cont’d)

32) Components of net position (net investment in capital assets; restricted; and unrestricted), are properly classified and, if applicable, approved.

33) Investments, derivative instruments, and land and other real estate held by endowments are properly valued, if any.

34) Provisions for uncollectible receivables have been properly identified and recorded.

35) Expenses have been appropriately classified in the combined statement of revenues, expenses and changes

in net position.

36) Revenues are appropriately classified in the combined statement of revenues, expenses and changes in net position.

37) Interfund, internal, and intra-entity activity and balances have been appropriately classified and reported.

38) Deposits and investment securities and derivative instruments are properly classified as to risk and are properly disclosed.

39) Capital assets, including infrastructure and intangible assets, are properly capitalized, reported, and, if applicable, depreciated.

40) We have appropriately disclosed the Authority’s policy regarding whether to first apply restricted or unrestricted resources when an expense is incurred for purposes for which both restricted and unrestricted net position is available and have determined that net position is properly recognized under the policy.

41) We acknowledge our responsibility for the required supplementary information (RSI). The RSI is measured and presented within prescribed guidelines and the methods of measurement and presentation have not changed from those used in the prior period. We have disclosed to you any significant assumptions and interpretations underlying the measurement and presentation of the RSI.

42) With respect to the supplementary information, as listed in the table of contents of the report of audit, on which an in-relation-to opinion is issued:

a) We acknowledge our responsibility for presenting the supplementary information in accordance with accounting principles generally accepted in the United States of America, and we believe the supplementary information, including its form and content, is fairly presented in accordance with accounting principles generally accepted in the United States of America. The methods of measurement and presentation of the supplementary information have not changed from those used in the prior period, and we have disclosed to you any significant assumptions or interpretations underlying the measurement and presentation of the supplementary information.

b) If supplementary information is not presented with the audited combined financial statements, we will make the audited financial statements readily available to the intended users of the supplementary information no later than the date we issue the supplementary information and the auditor’s report thereon.

43) With respect to federal award programs:

a) We are responsible for understanding and complying with and have complied with the requirements of OMB Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations, including requirements relating to preparation of the schedule of expenditures of federal awards.


5


43) With respect to federal award programs (cont’d):

b) We acknowledge our responsibility for presenting the schedule of expenditures of federal awards (SEFA) in accordance with the requirements of OMB Circular A-133 §310.b, and we believe the SEFA, including its form and content, is fairly presented in accordance with OMB Circular A-133 §310.b. The methods of measurement or presentation of the SEFA have not changed from those used in the prior period and we have disclosed to you any significant assumptions and interpretations underlying the measurement or presentation of the SEFA.

c) If the SEFA is not presented with the audited financial statements, we will make the audited financial statements readily available to the intended users of the SEFA no later than the date we issue the SEFA and the auditor’s report thereon.

d) We have identified and disclosed to you all of our government programs and related activities subject to OMB Circular A-133, and have included in the SEFA expenditures made during the audit period for all awards provided by federal agencies in the form of grants, federal cost-reimbursement contracts, loans, loan guarantees, property (including donated surplus property), cooperative agreements, interest subsidies, insurance, food commodities, direct appropriations, and other direct assistance.

e) We are responsible for understanding and complying with, and have complied with, the requirements of laws, regulations, and the provisions of contracts and grant agreements related to each of our federal programs and have identified and disclosed to you the requirements of laws, regulations, and the provisions of contracts and grant agreements that are considered to have a direct and material effect on each major program.

f) We are responsible for establishing and maintaining, and have established and maintained, effective internal control over compliance for federal programs that provides reasonable assurance that we are managing our federal awards in compliance with laws, regulations, and the provisions of contracts and grant agreements that could have a material effect on our federal programs. We believe the internal control system is adequate and is functioning as intended.

g) We have made available to you all contracts and grant agreements (including amendments, if any) and any other correspondence with federal agencies or pass-through entities relevant to federal programs and related activities.

h) We have received no requests from a federal agency to audit one or more specific programs as a major program.

i) We have complied with the direct and material compliance requirements, including when applicable, those set forth in the OMB Circular A-133 Compliance Supplement, relating to federal awards and have identified and disclosed to you all amounts questioned and all known noncompliance with the direct and material compliance requirements of federal awards.

j) We have disclosed any communications from grantors and pass-through entities concerning possible noncompliance with the direct and material compliance requirements, including communications received from the end of the period covered by the compliance audit to the date of the auditor’s report.

k) We have disclosed to you the findings received and related corrective actions taken for previous audits, attestation engagements, and internal or external monitoring that directly relate to the objectives of the compliance audit, including findings received and corrective actions taken from the end of the period covered by the compliance audit to the date of the auditor’s report.


6


43) With respect to federal award programs (cont’d):

l) Amounts claimed or used for matching were determined in accordance with relevant guidelines in OMB Circular A-87, Cost Principles for State, Local, and Tribal Governments, and OMB’s Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments.

m) We have disclosed to you our interpretation of compliance requirements that may have varying interpretations.

n) We have made available to you all documentation related to compliance with the direct and material compliance requirements, including information related to federal program financial reports and claims for advances and reimbursements.

o) We have disclosed to you the nature of any subsequent events that provide additional evidence about conditions that existed at the end of the reporting period affecting noncompliance during the reporting period.

p) There are no such known instances of noncompliance with direct and material compliance requirements that occurred subsequent to the period covered by the auditor’s report.

q) No changes have been made in internal control over compliance or other factors that might significantly affect internal control, including any corrective action we have taken regarding significant deficiencies or material weaknesses in internal control over compliance, subsequent to the date as of which compliance was audited.

r) Federal program financial reports and claims for advances and reimbursements are supported by the books and records from which the financial statements have been prepared.

s) The copies of federal program financial reports provided you are true copies of the reports submitted, or electronically transmitted, to the respective federal agency or pass-through entity, as applicable.

t) We have charged costs to federal awards in accordance with applicable cost principles.

u) We are responsible for and have accurately prepared the summary schedule of prior audit findings to include all findings required to be included by OMB Circular A-133 and we have provided you with all information on the status of the follow-up on prior audit findings by federal awarding agencies and pass-through entities, including all management decisions.

v) We are responsible for and have accurately prepared the auditee section of the Data Collection Form as required by OMB Circular A-133.

_______________________________________ Chief Financial / Treasurer _______________________________________ Director of Finance - PATCO

_______________________________________ Accounting Manager

APPENDIX III

EXIT CONFERENCE SUMMARY OF AUDIT FINDINGS

Appendix III

Client: Delaware River Port Authority

Finding Discussion CorrectiveNo. Brief Description of Finding Only Action

2014-1

The following was noted during our inspection of capital assets: (1) several of theassets inspected did not contain a tag number. In order to strengthen the existinginternal controls over compliance requirements for federal awards and capitalasset management, all assets should include an identifying tag number asappropriate. (2) for two assets tested, the tag number reported in the capitalasset records did not agree to the actual tag number located on the asset. X

2014-2

Though the audit adjustments from the year ended December 31, 2013 wererecorded to the DRPA's general ledger, the opening balances for severalaccounts as of January 1, 2014 did not agree to the December 31, 2013 report ofaudit because the prior year reclassification entries were not posted to theDRPA's general ledger. X

2014-3

The following was noted during our test of bank reconciliations for December 31,2014: (1) the balance per the bank reconciliation for three of the DRPA cashaccounts did not agree to the corresponding balances in the general ledger(variances were insignificant) and (2) the bank reconciliation for the DRPAdisbursement concentration account (S3) included checks that have beenoutstanding for over a year. X

2014-4

The following was noted while scanning DRPA disbursement invoices: the payrollattachment invoice and check stub were unable to be located for the paymentmade to the Fraternal Order of Police in the amount of $10,480.00 on 3/27/14(check number 280359). X

2014-5

The following was noted during our testing of capital asset additions: originalinvoices were unable to be located for two of the items tested, however copies ofthe invoices were requested and subsequently made available for inspection. X

Other Matters for Consideration:

The roll forward analysis of estimated costs for other postemployment benefits(OPEB) performed by the actuary should be updated to agree to the auditedbalances as of December 31, 2014. The adjustments needed to the actuary'sreport are related to the pay-as-you-go costs and the contribution made to theirrevocable trust.

The Authority will need to obtain an updated actuarial calculation for its OPEBplan as of January 1, 2015. The last comprehensive calculation was performedby the actuary as of January 1, 2013. Based on the number of plan members, theAuthority is required to obtain such a calculation every two years.

Disposition

BOWMAN & COMPANY LLP

EXIT CONFERENCESUMMARY OF AUDIT FINDINGS

December 31, 2014Year:

Appendix III

Client: Delaware River Port Authority

BOWMAN & COMPANY LLP

EXIT CONFERENCESUMMARY OF AUDIT FINDINGS

December 31, 2014Year:

Date of Exit Conference: June 3, 2015

Persons in Attendance:

PRELIMINARY DRAFT Review and Discussion Purposes Only - Subject to Change -

DELAWARE RIVER PORT AUTHORITY of Pennsylvania & New Jersey

COMPREHENSIVE ANNUAL

FINANCIAL REPORT

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013


32300 Exhibit A


Combined Statements of Net PositionDecember 31, 2014 and 2013 (amounts expressed in thousands)

2014 2013

AssetsCurrent Assets

Cash and cash equivalents 31,049$ 23,549$ Investments 434,116 390,260Accounts receivable, net of allowance for uncollectibles 9,137 11,691Accrued interest receivable 426 475Transit system and storeroom inventories 6,000 6,512Economic development loans - current 3,774 1,925Prepaid expenses 5,253 2,323Restricted assets

Cash and cash equivalents 3,247 6,981Investments 240,692 216,479Accrued interest receivable 4 4

Total current assets 733,698 660,198

Noncurrent AssetsRestricted investments for capital projects 239,730 345,216

Capital assets, net of accumulated depreciationLand 74,225 74,225Construction in progress 348,278 290,453Bridges and related buildings and equipment 616,193 634,795Transit property and equipment 307,436 271,767Port enhancements 1,890 2,214

Total capital assets 1,348,022 1,273,454

OtherEconomic development loans, net of allowance for uncollectibles 14,169 16,776Debt insurance costs, net of amortization 1,295 1,396

Total other assets 15,464 18,172

Total noncurrent assets 1,603,216 1,636,842

Total assets 2,336,914 2,297,040

Deferred Outflows of ResourcesAccumulated decrease in fair value of hedging derivatives 116,424 114,318Loss on refunding of debt 12,339 14,711

Total deferred outflows of resources 128,763 129,029

(Continued)


32300 Exhibit A


Combined Statements of Net PositionDecember 31, 2014 and 2013 (amounts expressed in thousands)

2014 2013

LiabilitiesCurrent Liabilities

Accounts payableRetained amounts on contracts 10,390$ 8,938$ Other 27,406 19,356

Accrued liabilitiesClaims and judgments 721 1,500Self-insurance 2,000 1,709Pension 2,660 1,867Sick and vacation leave benefits 975 1,031Other 1,484 1,189

Unearned revenue 4,421 3,408Liabilities payable from restricted assets

Accrued interest payable 24,285 13,534Bonds payable - current 47,385 38,650

Total current liabilities 121,727 91,182

Noncurrent LiabilitiesAccrued liabilities

Claims and judgments 1,936 5,354Self-insurance 2,583 1,978Sick and vacation leave benefits 2,922 3,091Other postemployment benefits 31,445 41,502

Unearned revenue 4,908 5,274Premium payment payable - derivative companion instrument 29,335 33,588Derivative instrument - interest rate swap 117,182 116,646Bonds payable, net of unamortized discounts and premiums 1,565,793 1,616,065

Total noncurrent liabilities 1,756,105 1,823,498

Total liabilities 1,877,832 1,914,680

Net PositionNet investment in capital assets 174,762 213,138Restricted for:

Debt requirements 198,302 140,743Port projects 16,702 18,778

Unrestricted 198,079 138,730

Total net position 587,845$ 511,389$

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


32300 Exhibit B


Combined Statements of Revenues, Expenses and Changes in Net PositionFor the Years Ended December 31, 2014 and 2013

(amounts expressed in thousands)

2014 2013

Operating RevenuesBridges

Tolls 297,267$ 293,863$ Other operating revenues 7,702 6,451

Total bridge operating revenues 304,969 300,314

Transit systemPassenger fares 24,257 25,908Other operating revenues 1,506 1,699

Total transit system operating revenues 25,763 27,607

OtherMiscellaneous 150 203

Total operating revenues 330,882 328,124

Operating ExpensesOperations 100,596 97,436Community impact 3,745 3,688General and administration 41,347 38,932Port of Philadelphia and Camden 189 62Depreciation 57,425 54,801

Total operating expenses 203,302 194,919

Operating Income 127,580 133,205

Nonoperating Revenues (Expenses)Investment income 6,909 5,581Change in fair value of derivative instruments 1,570 (953)

8,479 4,628 Interest expense (78,377) (58,784)Amortization expense (100) (100)Economic development activities (2,401) (4,371)Other nonoperating revenues 3,613 49Other grant revenues 1,307 2,776Bond issuance costs (2,516)Other nonoperating expenses (76)

Total nonoperating revenues (expenses) (67,555) (58,318)

Income before capital contributions 60,025 74,887(Continued)


32300 Exhibit B


Combined Statements of Revenues, Expenses and Changes in Net PositionFor the Years Ended December 31, 2014 and 2013


2014 2013

Capital ContributionsFederal and state capital improvement grants 16,431$ 17,673$

Change in net position 76,456 92,560

Net Position, January 1 511,389 418,829

Net Position, December 31 587,845$ 511,389$



32300 Exhibit C


Combined Statements of Cash FlowsFor the Years Ended December 31, 2014 and 2013


2014 2013

Cash Flows from Operating ActivitiesReceipts from customers and users 334,374$ 327,157$ Payments for other goods or services (55,606) (69,415) Payments for employees services (99,187) (71,186) Other receipts 3,613 49

Net cash provided by operating activities 183,194 186,605

Cash Flows from Noncapital Financing ActivitiesPayments for economic development activities (1,743) (4,371) Repayments of economic development loans 737 521 Grants received 1,192 1,701

Net cash used in noncapital financing activities 186 (2,149)

Cash Flows from Capital and Related Financing ActivitiesAcquisition and construction of capital assets (129,153) (88,503) Proceeds from sales of capital assets 49 Capital contributions received 16,632 16,770 Proceeds from capital debt 488,403 Payment of bond issuance costs (2,698) Principal paid on bonded debt (38,650) (19,015) Interest paid on debt (72,394) (58,667)

Net cash provided by (used in) capital and relatedfinancing activities (223,565) 336,339

Cash Flows from Investing ActivitiesProceeds from sales and maturities of investments 819,383 633,140 Purchase of investments (781,032) (1,135,377) Interest received 5,601 6,072

Net cash (used in) provided by investing activities 43,952 (496,165)

Net increase (decrease) in cash and cash equivalents 3,767 24,630

Cash and Cash Equivalents, January 1,(including $4,297 and $5,070 reported as restricted) 30,529$ 5,899$

Cash and Cash Equivalents, December 31,(including $3,247 and $6,981 reported as restricted) 34,296$ 30,529$

(Continued)


32300 Exhibit C


Combined Statements of Cash FlowsFor the Years Ended December 31, 2014 and 2013


2014 2013

Cash Flows from Operating ActivitiesReconciliation of Operating Income to Net Cash

Provided by Operating Activities:Operating income 127,580$ 133,205$ Adjustments to reconcile operating income to net cash

provided by operating activities:Depreciation 57,425 54,801 Changes in assets and liabilities:

Decrease (increase) in accounts receivable 2,488 (665) Decrease in transit system and storeroom inventories 512 282 (Increase) in prepaid expenses (2,930) (969) Increase (decrease) in accounts payable and accrued wages 6,000 (2,460) Increase in accrued pension payable 782 1,312 Increase (decrease) in unearned revenue 1,004 (304) (Decrease) increase in claims and self-insurance (3,300) 1,397 (Decrease) in sick and vacation leave benefits payable (223) (272) (Decrease) increase in other accrued liabilities (9,757) 229

Other revenues 3,613 49

Net cash provided by operating activities 183,194$ 186,605$

Noncash Investing, Capital and Financing Activities:Accretion of interest on premium payment payable - derivative

companion instrument 1,571$ 1,776$

Increase (decrease) in accumulated change in fair value ofhedging derivatives resulting from change in fair value 2,106$ (52,385)$

Grant revenue included in accounts receivable 709$ 1,487$

Capital contributions included in accounts receivable 3,481$ 4,199$

Acquisition of capital assets included in accounts payable 12,211$ 8,938$



32300 Exhibit D


Other Postemployment Benefits TrustCombined Statement of Trust Net Position Available for Benefits

December 31, 2014(amounts expressed in thousands)

AssetsInvestments 10,780$

Total current assets 10,780

Net PositionHeld in trust for retiree health benefits 10,780

Total net position 10,780$

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


32300 Exhibit E


Other Postemployment Benefits TrustCombined Statement of Changes in Trust Net Position

For the Year Ended December 31, 2014 (amounts expressed in thousands)

AdditionsEmployer contributions 15,600$ Investment income 1

Total additions 15,601

DeductionsBenefit payments 4,810Administrative expenses 11

Total deductions 4,821

Increase in net position 10,780

Net Position, January 1 -

Net Position, December 31 10,780$

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


DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Years Ended December 31, 2014 and 2013 (dollars expressed in thousands)

Note 1. Summary of Significant Accounting Policies Description of Operations: The Delaware River Port Authority (the “Authority”) is a public corporate instrumentality of the Commonwealth of Pennsylvania (the “Commonwealth”) and the State of New Jersey (the “State”), created with the consent of Congress by compact legislation between the Commonwealth and the State. The Authority has no stockholders or equity holders. The Authority is vested with the ownership, control, operation, and collection of tolls and revenues of certain bridges spanning the Delaware River; namely, the Benjamin Franklin, Walt Whitman, Commodore Barry, and Betsy Ross bridges. The Authority has also constructed, and owns, a high-speed transit system that is operated by the Port Authority Transit Corporation (“PATCO”). The transit system operates between Philadelphia, Pennsylvania and Lindenwold, New Jersey. The costs of providing facilities and services to the general public on a continuing basis are recovered primarily in the form of tolls and fares. The Authority is a member of the E-ZPass Interagency Group, the largest interoperable Electronic Toll Collection System in the world, comprised of twenty-five (25) agencies in fifteen (15) states. Through December 31, 2014, customer participation in the E-ZPass electronic toll collection process grew to almost sixty-nine percent (68.9%) of its toll collection activity during rush hour periods. Toll revenues collected through E-ZPass now exceed sixty-eight percent (68.1%) of total toll revenues. The Office of the Chief Operating Officer manages the RiverLink Ferry System, which runs daily between Penn’s Landing in Philadelphia and the Camden Waterfront during its operating season, as well as the Authority’s eleven-story office building in Camden, New Jersey. Basis of Presentation: The combined financial statements of the Authority have been prepared in conformity with accounting principles generally accepted in the United States of America, as applied to governmental units. The Governmental Accounting Standards Board (“GASB”) is the accepted standard setting body for establishing governmental accounting and financial reporting principles. As part of the Authority’s combined financial statements, two funds are maintained: a proprietary fund (enterprise fund) and a fiduciary fund (other employee benefit trust fund). The focus of enterprise funds is the measurement of economic resources, that is, the determination of operating income, changes in net position (or cost recovery), financial position, and cash flows. The focus of fiduciary funds is also the measurement of economic resources. The enterprise fund is maintained on the accrual basis of accounting. Enterprise funds account for activities (i) that are financed with debt that is secured solely by a pledge of the net revenues from fees and charges of the activity; or (ii) that are required by law or regulations that the activity’s cost of providing services, including capital cost (such as depreciation or debt service), be recovered with fees and charges, rather than with taxes or similar revenues; or (iii) that the pricing policies of the activity establish fees and charges designed to recover its costs, including capital costs (such as depreciation or debt service). Under this method, revenues are recorded when earned and expenses are recorded when the related liability is incurred. The fiduciary fund is also maintained on the accrual basis of accounting. The fiduciary fund accounts for the recording and accumulation of other postemployment benefit resources, which are held in trust for the exclusive benefit of the Authority’s retirees. This fund is referred to as the “Other Postemployment Benefits (“OPEB”) Trust. Cash and Cash Equivalents: The Authority considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents (Note 2). In addition, according to the various Indentures of Trust, which govern the flow and accounting of the Authority’s financial resources, certain accounts are required to be maintained in order to comply with the provisions of the Indentures of Trust. For the accounts that are restricted, the Authority has recorded the applicable cash and cash equivalents as restricted on the combined financial statements (Note 11).




Note 1. Summary of Significant Accounting Policies (Continued) Investment in Securities: Investments are stated at fair value, generally based on quoted market prices. Certain investments are maintained in connection with the Authority’s bonded debt (Notes 3 and 12) and OPEB Trust. Likewise, as with cash and cash equivalents, the accounts that are restricted as per the various Indentures of Trust have been recorded as restricted investments on the combined financial statements (Note 11). Accounts Receivable: The Authority establishes a provision for the estimated amount of uncollectible accounts based upon periodic analysis of collection history. Transit System Inventory: Transit system inventory, consisting principally of spare parts for maintenance of transit system facilities, is stated at the lower of cost (first-in, first-out method) or market. Debt Insurance Costs, Bond Premiums, Bond Discounts and Loss on Refunding: Insurance purchased as part of the issuance of debt is amortized by the straight-line method from the issue date to maturity. Bond premiums and discounts are amortized by the effective interest method from the issue date to maturity, and are presented as an adjustment to the face amount of the bonds. Likewise, a loss on refunding arising from the issuance of the revenue bonds and port district project bonds are amortized by the effective interest method from the issue date to maturity. The loss on refunding of debt, however, is classified as a deferred outflow of resources on the combined statement of net position. Investment in Facilities: Investment in facilities is stated at cost, which generally includes expenses for legal expenses incurred during the construction period. Investment in facilities also includes the cost incurred for port-related projects, and improvements, enlargements and betterments to the original facilities. Replacements of existing facilities (except for primarily police and certain other vehicles whose estimated useful life is two years or less) are also recorded at cost. The related costs and accumulated depreciation of the property replaced are removed from the respective accounts, and any gain or loss on disposition is credited or charged to non-operating revenues or expenses. Assets capitalizable generally have an original cost of five thousand dollars ($5) or more and a useful life in excess of one year. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets, including those financed by federal and state contributions (Notes 7 and 14). Asset lives used in the calculation of depreciation are generally as follows:

Bridges, freeways and tunnels 100 yearsBuildings, stations and certain bridge components 35 - 50 yearsElectrification, signals and communications system 30 - 40 yearsTransit cars, machinery and equipment 10 - 25 yearsComputer equipment, automobiles and other equipment 3 - 10 years

Maintenance and Repairs: Maintenance and repair costs considered necessary to maintain bridge facilities in good operating condition are charged to operations as incurred. Self-insurance: The Authority provides for the uninsured portion of potential public liability and workers’ compensation claims through self-insurance programs and charges current operations for estimated claims to be paid (Note 15). Economic Development Activities: The Authority establishes loan loss provisions for economic development loans receivable, based upon collection history and analysis of creditor’s ability to pay. The Authority has established a loss reserve in the amount of $1,345 as of December 31, 2014 and 2013 for its economic development loans outstanding.




Note 1. Summary of Significant Accounting Policies (Continued) Net Position: Net position is classified in the following three components:

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

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

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

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

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

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

Debt Management: Total outstanding bond debt reflected on the statement of net position is net of unamortized bond discounts and premiums (Note 12). The Authority presently has two active interest rate hedge (swap) agreements (derivative instruments) with UBS AG to hedge interest rates on a portion of its outstanding long-term debt (Note 4).

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

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




Note 1. Summary of Significant Accounting Policies (Continued) Budget (Continued): The Port District Project Bond Indentures require the following: the adopted budget must set forth, inter alia, the PATCO Subsidiary, the amount of any operating subsidy paid or payable by the Authority to or for the account of any other subsidiary of the Authority (including, without limitation, the Port of Philadelphia and Camden) and all other material operating expenses of the Authority payable from the General Fund. (See Note 11 for description of funds established under the Trust Indentures.) The Authority must also include the debt service payable on the bonds and any additional subordinated indebtedness during the ensuing fiscal year and all amounts required to be paid by the Authority into the Debt Service Reserve Fund or the Rebate Fund or to any Reserve Fund Credit Facility issuer during the ensuing fiscal year. On or before December 31, in each fiscal year, the Authority must file a copy of the Annual Budget for the ensuing fiscal year with the Trustees and Credit Facility Issuer. The Authority filed the appropriate budgets as described above to its bond trustees by December 31, 2014 and 2013, in compliance with the bond indentures. The Authority may at any time adopt an amended or supplemental Annual Budget for the remainder of the then-current fiscal year, which shall be treated as the Annual Budget under the provisions of the Indentures of Trust. A copy of any amended or supplemental Annual Budget must be promptly filed with the Trustee. Interfunds: Interfund receivables/payables represent amounts that are owed, other than charges for goods and services rendered, to/from a particular fund. These receivables/payables are eliminated during the aggregation process. Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the combined financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes: The Authority is a public corporate instrumentality of the State of New Jersey and the Commonwealth of Pennsylvania, and is described in its amended governing Compact, has been “deemed to be exercising an essential government function in effectuating such purposes,” and therefore is exempt from income taxes pursuant to the Internal Revenue Code (Section 115). Note 2. Cash and Cash Equivalents Custodial Credit Risk Related to Deposits: Custodial credit risk is the risk that, in the event of a bank failure, the Authority’s deposits might not be recovered. The Authority does not have a deposit policy for custodial credit risk. As of December 31, 2014 and 2013, the Authority’s bank balances of $52,130 and $55,146 (including certificates of deposit of $13,622 and $22,197 classified as investments in the statement of net position) respectively, were exposed to custodial credit risk as follows:

2014 2013

Uninsured and uncollateralized 49,982$ 50,054$

Uninsured and collateralized (collateral held bybank's department or agent, but not in theAuthority's name) 685$ 855$




Note 3. Investment in Securities

Excluding the investments of the OPEB Trust, the Authority’s investments in various securities are maintained for specified funds in accordance with the provisions of the Indenture of Trust adopted as of July 1, 1998.

Custodial Credit Risk Related to Investments: For an investment, custodial credit risk is the risk that, in the event of the failure of the counterparty, the Authority will not be able to recover the value of its investments or collateral securities that are in possession of an outside party. Of the Authority’s investments at December 31, 2014 and 2013, $914,538 and $929,758, respectively, consisted of investments in asset backed securities, commercial paper, corporate bonds and notes, mortgage pass-through securities, municipal bonds, repurchase agreements, U.S. federal agency notes and bonds, and U.S. government treasuries, are uninsured, not registered in the name of the Authority, and held by the counterparty’s trust department or agent but not in the Authority’s name.

As of December 31, 2014 and 2013, the Authority had the following investments:

Investment Maturities 2014 2013

Asset back securities 337.48 months average 193$ 914$ Commercial paper 6.40 months average 50,092 51,575 Corporate bonds and notes 38.98 months average 44,714 49,728 Mortgage pass-through securities 216.95 months average 3,897 Municipal bonds 26.73 months average 110 2,556 Repurchase agreements daily 1,001 933 Short-term investments 2.48 months average 746,452 771,245 U.S. federal agency notes and bonds 213.02 months average 11,751 1,304 U.S. government treasuries 31.86 months average 46,603 47,606

900,916 929,758 Certificates of deposits held at banks 13,622 22,197

Total 914,538$ 951,955$

The weighted average maturity of the Authority’s investment portfolio was 8.85 and 4.97 months as of December 31, 2014 and 2013, respectively.

The short-term investments listed above consist of money market funds. Since it is the policy of the Authority to utilize these funds for the purchase of investments with longer maturities, these amounts have been classified as investments in the statement of net position as opposed to cash and cash equivalents.

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

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




Note 3. Investment in Securities (Continued) Credit Risk (Continued): On February 20, 2013, the Authority’s Board approved Resolution 13-034, adopting a new comprehensive General Fund investment policy, which revised and refined its original investment policy. The policy redefined the approved, and non-approved, investment vehicles, in which its existing investment management firms can invest the Authority’s funds. This policy became effective July 1, 2013. As of December 31, 2014, the following are the actual ratings by Standard & Poor’s:

Asset Corporate U.S. Federal USActual Backed Commercial Bonds Municipal Repurchase Agency Notes GovernmentRating Securities Paper and Notes Bonds Agreements and Bonds Treasuries

AAA - - 1,189$ - - - 350$ AA+ - 50,092$ 2,097 110$ - 10,789$ 45,303 AA 4$ - 3,038 - - - - AA1 - - 7,047 - - - - A+ - - 9,628 - - - - A - - 9,180 - - - - A1 - - 9,340 - - - - BBB+ - - 1,738 - - - - CC 56 - - - - - - D 133 - - - - - - Unrated - - 1,457 - 1,001$ 962 950

193$ 50,092$ 44,714$ 110$ 1,001$ 11,751$ 46,603$

As of December 31, 2014, the following are the actual ratings by Moody’s:

Asset Corporate U.S. Federal USActual Backed Commercial Bonds Municipal Repurchase Agency Notes GovernmentRating Securities Paper and Notes Bonds Agreements and Bonds Treasuries

Aaa - - 1,488$ - - 10,789$ 45,304$ Aa1 - - 1,517 - - - - Aa2 - - 5,764 - - - - Aa3 - 50,092$ 4,472 - - - - A - - 497 - - - - A1 - - 6,411 - - - - A2 4$ - 10,256 110$ - - - A3 - - 6,675 - - - - Baa1 - - 524 - - - - Baa2 - - 4,605 - - - - Bbb - - 229 - - - - C 189 - - - - - - Unrated - - 2,276 - 1,001$ 962 1,299

193$ 50,092$ 44,714$ 110$ 1,001$ 11,751$ 46,603$

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




Note 3. Investment in Securities (Continued) Concentration of Credit Risk (Continued): For the purchase of investments in obligations of all other issuers, total investments held from any one issuer shall not exceed ten percent (10%) of the aggregate market value of the entire portfolio, except for repurchase agreements, which, from any one issuer, shall not exceed twenty-five percent (25%) of the aggregate market value of the portfolio. As of December 31, 2014 and 2013, the Authority had $50,092 and $51,575 of investments in Fortis Funding commercial paper, respectively. These investments are held under the Indentures of Trust (Debt Service Reserve Funds) and represent 5% of the Authority’s total investments for 2014 and 2013. OPEB Trust: As of December 31, 2014, the initial year of the OPEB Trust (Note 10), investments were as follows:

Investment Maturities 2014

Mutual funds - money market 1.00 months average 10,780$

Interest Rate Risk: The Authority’s investment policy for the OPEB Trust calls for highly liquid, short-term investments. As a result, the fund invests in a variety of high quality money market securities designed to allow the fund to maintain a stable net asset value of $1.00 per share. These instruments include commercial paper, U.S. government agency notes, certificates of deposit, time deposits, and other obligations issued by domestic and foreign banks. Such investments in an open-end mutual fund are not subject to custodial credit risk because their existence is not evidenced by securities that exist in physical or book entry form. Credit Risk: As of December 31, 2014, the actual rating by Standard & Poor’s for the mutual fund was A1+. The credit rating reflects Standard & Poor’s short-term issuer debt rating. Note 4. Derivative Instruments In accordance with the requirements of Governmental Accounting Standards Board Statement No. 53, Accounting and Financial Reporting for Derivative Instruments (“GASBS 53”), related to derivative instruments, the Authority engaged a financial advisory firm to analyze the effectiveness of the two “cash-flow hedges” (specifically the 1995 and 1999 Revenue Bond swaptions). Both swaptions were found to be substantially effective. At December 31, 2014 and 2013, the value of the pay-fixed interest rate swap (1995 Revenue Bond Swaption) was $52,714 and $51,708, respectively. At December 31, 2014 and 2013, the value of the pay-fixed interest rate swap (1999 Revenue Bond Swaption) was $63,710 and $62,610, respectively. The pay-fixed interest rate swaps are classified as deferred outflows of resources on the combined statement of net position, and total $116,424 and $114,318 at December 31, 2014 and 2013, respectively.




Note 4. Derivative Instruments (Continued) The fair value balance and notional amounts of derivative instruments outstanding at December 31, 2014 and 2013, classified by type, and the changes in fair value of such derivative instruments for the year ended as reported in the 2014 and 2013 combined financial statements are as follows (debit (credit)):

Fair Value at December 31,Classifi- Classifi-cation Amount cation Amount Notional

2014 2013 2014 2013 2014 2013Investment derivatives:

Receive-fixed interest rate swaption (1999 PDP, Series B, Debt Service Reserve Fund)

Interest revenue 161$ (120)$

Derivative instrument (144)$ (305)$ 10,436$ 10,436$

Receive-fixed interest rate swaption (1999 Revenue Bonds Debt Service Reserve Fund)

Interest revenue 611 (458)

Derivative instrument (548) (1,159) 39,657 39,657

Pay-fixed interest rate swap

Interest revenue 49 (375)

Derivative instrument (65) (114) 24,595 24,595

Cash flow hedges:Pay-fixed interest rate swap (1995 Revenue Bonds Swaption)

Deferred outflow (1,006) 24,096

Derivative instrument (52,714) (51,708) 287,800 304,510

Pay-fixed interest rate swap (1999 Revenue Bonds Swaption)

Deferred outflow (1,100) 28,290

Derivative instrument (63,710) (62,610) 312,660 331,840

Changes in Fair Value

At December 31, 2010, the Authority determined that a portion of the 1999 Revenue Bonds cash flow hedge, pay-fixed interest rate swap no longer met the criteria for effectiveness due to the partial 2010 refunding of the 1999 Revenue Bonds; therefore, this cash flow hedge was reclassified as an investment derivative, with a notional value of $24,595 as of December 31, 2014. The fair values of the interest rate swaptions and swaps are indicative value based on mid-market levels as of the close of business on December 31, 2014 and 2013, and were derived from proprietary models based upon well-recognized financial principles and reasonable estimates about relevant future market conditions. Objective and Terms of Hedging Derivative Instruments: The following table summarizes the objective and terms of the Authority’s hedging instruments outstanding at December 31, 2014:

Notional Effective MaturityType Objective Amount Date Date Terms


Hedge of changes in cash flows of the 2008 Revenue Refunding Bonds 287,800$ 01/01/06 01/01/26

Pay 5.447%; receive 66% of one-month LIBOR


Hedge of changes in cash flows of the 2010 Revenue Refunding Bonds 312,660$ 01/01/10 01/01/26

Pay 5.738%; receive 66% of one-month LIBOR




Note 4. Derivative Instruments (Continued) 1995 Revenue Bonds Swaption: On May 2, 2001, the Authority entered into the 1995 Revenue Bonds Swaption with UBS AG in the initial notional amount of $358,215. Under the 1995 Revenue Bonds Swaption, UBS AG had the option, exercisable 120 days preceding January 1, 2006, January 1, 2007, and January 1, 2008, to elect to have the 1995 Revenue Bonds Swaption commence on the January 1 next succeeding the exercise of the option. Under the 1995 Revenue Bonds Swaption, (i) UBS AG was obligated to pay to the Authority $7,144 on January 1, 2006, as an exercise premium amount; (ii) UBS AG is obligated to pay periodic payments (payable monthly) to the Authority based upon a variable rate of 66% of the USD-LIBOR-BBA index; and (iii), the Authority is obligated to pay periodic payments (payable monthly) to UBS AG based upon a fixed rate of 5.447% per annum. The periodic interest rates are applied to the notional amount of the 1995 Revenue Bonds Swaption, which amortizes annually, commencing January 1, 2007, from its initial notional amount. Only the net difference in the periodic payments is to be exchanged between the Authority and UBS AG. The periodic payment obligations of the Authority under the 1995 Revenue Bonds Swaption are secured and payable equally and ratably with Bonds issued under the 1998 Revenue Bond Indenture. Regularly scheduled periodic payments to be made by the Authority under the 1995 Revenue Bonds Swaption are insured by Ambac Assurance. In addition to other Events of Default and Termination Events (as defined in the 1995 Revenue Bond Swaption), there exists an Additional Termination Event with respect to the Authority if the credit rating of Bonds issued under the 1998 Revenue Bond Indenture (without reference to municipal bond insurance or credit enhancement) falls below “Baa3” with respect to Moody’s Investors Service (“Moody’s”) or “BBB-” with respect to Standard & Poor’s Ratings Group (“S&P”) or Fitch Ratings (“Fitch”), or the Bonds cease to be rated by one of Moody’s, S&P or Fitch (and such rating agencies are still in the business of rating obligations such as the Bonds). However, as provided in the 1995 Revenue Bond Swaption, so long as no Insurer Credit Event (as defined therein) has occurred, no Early Termination Date can be designated unless Ambac Assurance has consented in writing thereto. In consideration for entering into the 1995 Revenue Bonds Swaption, the Authority received a net up-front, non-refundable option payment in the amount of $22,446 from UBS AG, which has been recorded on the combined financial statements as a noncurrent liability (premium payment payable - derivative companion instrument). In accordance with the provisions of GASBS No. 53, this derivative companion instrument is considered a “borrowing” resulting from the intrinsic value of the swaption at inception. During the option period, interest accretes at the effective rate implied by the cash flows on the borrowing at inception. Once the swaption is exercised, and becomes an active swap, a portion of the swap interest payments are attributed to principal and interest payments on the borrowing. On September 3, 2005, UBS AG advised the Authority that it was exercising its option on this swaption as of January 1, 2006. As a result, UBS AG paid the Authority $7,144 on January 3, 2006 as an exercise premium, which has been recorded as an unearned revenue and is being amortized as interest revenue over the life of the interest rate swap agreement. The Authority made its initial net monthly swap payment in February 2006. The Authority is current on its 2014 monthly net swap interest payments to UBS AG, which totaled $13,642 and $14,410 as of December 31, 2014 and 2013, respectively. On June 21, 2012, Moody’s downgraded UBS’ long-term ratings from Aa3 to A2. The ratings of the counterparty (UBS AG) to the 1995 Revenue Bonds Swap by Moody’s, S&P, and Fitch are A2, A, and A, respectively, as of December 31, 2014. As of December 31, 2014 the 1995 Revenue Bond Swaption had a mark-to-mark value of ($70,166). As of December 31, 2014, the notional value of the swap was $287,800.




Note 4. Derivative Instruments (Continued) 1995 Revenue Bonds Swaption (Continued): The following schedule represents the accretion of interest and amortization of the premium payment payable – derivative companion instrument through the term of the interest rate swap agreement, at an effective interest rate of 4.62324%:

ImputedYear Ending Beginning Interest Debt EndingDecember 31, Balance Accrual Payment Balance

2015 11,934$ 552$ (2,226)$ 10,260$ 2016 10,260 474 (2,072) 8,6622017 8,662 400 (1,911) 7,1512018 7,151 331 (1,741) 5,7412019 5,741 265 (1,561) 4,4452020-2024 4,445 559 (4,755) 2492025 249 11 (260) -

1999 Revenue Bonds Swaption: On May 2, 2001, the Authority entered into the 1999 Revenue Bonds Swaption with UBS AG in the initial notional amount of $403,035. Under the 1999 Revenue Bonds Swaption, UBS AG had the option, exercisable 120 days preceding January 1, 2010, January 1, 2011, and January 1, 2012, to elect to have the 1999 Revenue Bonds Swaption commence on the January 1 next succeeding the exercise of the option. Under the 1999 Revenue Bonds Swaption, if exercised, (i) UBS AG is obligated to pay periodic payments (payable monthly) to the Authority based upon a variable rate of 66% of the USD-LIBOR-BBA index, and (ii), the Authority is obliged to pay periodic payments (payable monthly) to UBS AG based upon a fixed rate of 5.738% per annum. The periodic interest rates are applied to the notional amount of the 1999 Revenue Bonds Swaption, which amortizes annually, commencing January 1, 2011, from its initial notional amount. Only the net difference in the periodic payments is to be exchanged between the Authority and UBS AG. Once exercised, the 1999 Revenue Bonds Swaption would continue (unless earlier terminated) through January 1, 2026. The periodic payment obligations of the Authority under the 1999 Revenue Bonds Swaption (if exercised) are secured and payable equally and ratably with Bonds issued under the 1998 Revenue Bond indenture. Regularly scheduled periodic payments to be made by the Authority under the 1999 Revenue Bonds Swaption are insured by Ambac Assurance. In addition to other Events of Default and Termination Events (as defined in the 1999 Revenue Bonds Swaption), there exists an Additional Termination Event with respect to the Authority if the credit rating of Bonds issued under the 1998 Revenue Bond Indenture (without reference to municipal bond insurance or credit enhancement), falls below “Baa3” with respect to Moody’s or “BBB-” with respect to S&P or Fitch, or the Bonds cease to be rated by one of Moody’s, S&P or Fitch (and such rating agencies are still in the business of rating obligations such as the Bonds). However, as provided in the 1999 Revenue Bond Swap, so long as no Insurer Credit Event (as defined therein) has occurred, no Early Termination Date can be designated unless Ambac Assurance has consented in writing thereto. In consideration for entering into the 1999 Revenue Bonds Swaption, the Authority received a net up-front, non-refundable option payment in the amount of $20,142 from UBS AG, which has been recorded on the combined financial statements as a noncurrent liability (premium payment payable – derivative companion instrument). In accordance with the provisions of GASBS 53, this derivative companion instrument is considered a “borrowing” resulting from the intrinsic value of the swaption at inception. During the option period, interest accretes at the effective rate implied by the cash flows on the borrowing at inception. Once the swaption is exercised, and becomes an active swap, a portion of the swap interest payments are attributed to principal and interest payments on the borrowing.




Note 4. Derivative Instruments (Continued) 1999 Revenue Bonds Swaption (Continued): On September 3, 2009, UBS AG advised the Authority that it was exercising its option on this swaption as of January 1, 2010. The Authority began making net interest payments to USB AG, the counterparty, commencing in February 2010, representing January’s net interest payment. The Authority is current on its 2014 monthly net swap interest payments to UBS AG, which totaled $16,492 and $17,415 as of December 31, 2014 and 2013, respectively. On June 21, 2012, Moody’s downgraded UBS’ long-term ratings from Aa3 to A2. The ratings of the counterparty (UBS AG) to the 1999 Revenue Bonds Swap by Moody’s, S&P, and Fitch are A2, A, and A, respectively, as of December 31, 2014. As of December 31, 2014 the 1999 Revenue Bond Swaption had a mark-to-mark value of ($88,316). As of December 31, 2014, the notional value of the swap was $312,660. The following schedule represents the accretion of interest and amortization of the premium payment payable - derivative companion instrument through the term of the interest rate swap agreement, at an effective interest rate of 4.71425%:

ImputedYear Ending Beginning Interest Debt EndingDecember 31, Balance Accrual Payment Balance

2015 17,401$ 820$ (3,245)$ 14,976$ 2016 14,976 706 (3,024) 12,6582017 12,658 597 (2,793) 10,4622018 10,462 493 (2,547) 8,4082019 8,408 396 (2,287) 6,5172020-2024 6,517 837 (6,987) 3672025 367 17 (384) -

Net Swap Payments: Using rates as of December 31, 2014 and assuming the rates are unchanged for the remaining term of the bonds, the following table shows the debt service requirements and net swap payments for the Authority’s hedged variable rate bonds:

Variable Rate Bonds Swap Interest PaymentsTotal

Year Ending Variable Net Bonds andDecember 31, Principal Interest Total Fixed Pay Received Pay Swaps

2015 37,920$ 126$ 38,046$ 35,028$ 654$ 34,374$ 72,420$ 2016 40,035 118 40,153 32,904 609 32,295 72,448 2017 42,290 109 42,399 30,660 562 30,098 72,497 2018 44,645 100 44,745 28,291 513 27,778 72,523 2019 47,155 90 47,245 25,789 464 25,325 72,570 2020-2024 278,525 291 278,816 86,217 1,325 84,892 363,708 2025-2026 134,485 29 134,514 11,408 151 11,257 145,771

625,055$ 863$ 625,918$ 250,298$ 4,278$ 246,020$ 871,938$




Note 4. Derivative Instruments (Continued) Objective and Terms of Investment Derivative Instruments: On August 21, 2000, the Authority entered into two (2) interest rate agreements with Bank of America, N.A. in the notional amounts of $39,657 (the “2000 Swaption #1”) and $10,436 (the “2000 Swaption #2”, and together with the 2000 Swaption #1, the “2000 Swaptions”). Under the 2000 Swaptions, Bank of America, N.A. has the option on certain future dates (two business days preceding July 1, 2005 and each January 1 and July 1 thereafter through and including July 1, 2025 with respect to the 2000 Swaption #1 and two business days preceding January 2, 2006 and each July 1 and January 1 thereafter through and including July 1, 2025 with respect to the 2000 Swaption #2) to cause the 2000 Swaption #1 or the 2000 Swaption #2, as applicable, to commence on the next succeeding January 1 or July 1. If an option is exercised, the 2000 Swaption #1, or the 2000 Swaption #2, as applicable, would continue (unless earlier terminated) through January 1, 2026. The Authority’s obligations under the 2000 Swaptions are general unsecured corporate obligations. If the options relating to the 2000 Swaption #1 or the 2000 Swaption #2 are exercised, Bank of America, N.A. is obligated to pay periodic interest payments (payable monthly) to the Authority based upon a fixed rate of 5.9229% per annum, and the Authority is obligated to pay periodic interest payments (payable monthly) to Bank of America, N.A. at a variable rate based upon the Securities Industry and Financing Markets Association (SIFMA) (formerly the BMA Municipal Swap Index) (a tax-exempt variable rate index). Only the net difference in the periodic payments owed would be exchanged between Bank of America, N.A. and the Authority. As of December 31, 2014, Bank of America, N.A. has not exercised its options on the aforementioned swaptions with a value totaling ($692). In consideration for entering into the 2000 Swaptions, the Authority received net up-front, non-refundable option payments in the aggregate amount of $1,400 from Bank of America, N.A., which represented the time value for holding the written option. Such payments were recorded as unearned revenue and amortized as interest revenue in prior years. No balance remained as of December 31, 2014 and 2013. Risks Related to Derivative Instruments:

Credit Risk: For the years ended December 31, 2014 and 2013, the Authority was not exposed to credit risk on its hedging derivative instruments or investment derivatives as all such derivative instruments were in a liability position based on their fair values. The credit ratings of the counterparties, however, are A2, A, and A as rated by Moody’s, S&P, and Fitch, respectively, as of December 31, 2014 and 2013. Interest Rate Risk: The Authority is exposed to interest rate risk on its derivative instruments. On its pay-variable, received-fixed interest rate swaptions, as the Securities Industry and Financing Markets Association (SIFMA) rate increases, the Authority’s net payments on the swaptions, if exercised, increases. On its pay-fixed, receive-variable interest rate swaps, as the LIBOR rate decreases, the Authority’s net payments on the swaps increases. While the Authority’s net payments may increase, these increases are partially offset by the variable rate bonds rate. Basis Risk: The Authority is exposed to basis risk on its pay-fixed interest rate swap hedging derivative instruments because the variable-rate payments received by the Authority on these hedging derivative instruments are based on a rate or index other than interest rates the Authority pays on its hedged variable-rate debt, which is remarketed every five (5) days. Termination Risk: The Authority or its counterparties may terminate a derivative instrument if the other party fails to perform under the terms of the contract. Rollover Risk: The Authority is not exposed to rollover risk on its hedging derivative instruments. The Authority’s hedging derivative instruments terminate on the same day as the hedged debt matures, unless the Authority opts for earlier termination.




Note 4. Derivative Instruments (Continued) Risks Related to Derivative Instruments (Continued):

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

Swap Management Policy: On December 28, 2009, the Authority’s Board approved a resolution (DRPA-09-099, entitled “Use Debt-Related Swap Agreements”) which, among other things, declared: (i) “that it is the direction and intention of the Board that the DRPA not enter into any new debt-related swap agreements...”, and (ii) that the staff of the Authority” takes all steps necessary to immediately begin the process of recommending to the Board whether, when, and how to terminate the Authority’s current swaps, with all such terminations, if determined to be advisable, to occur in a methodical and careful manner which avoids to the fullest extent possible additional costs or risks may be associated with termination; and that staff report to the Finance Committee of the Board on a monthly basis the status of all current swap agreements…” At its September 2014 meeting, the Authority’s Board approved resolution DRPA 14-116 entitled “Authorization to Terminate and Replace Existing UBS Swaps with New Swap Counterparty(ies)“ which authorized the Authority to terminate its existing swaps with UBS “in order to reduce Authority swap exposure and to provide more favorable terms to the Authority.” In addition, the Authority adopted a written swap policy. (Note: subsequent to the passage of DRPA-14-116, the Authority issued a RFQ related to the possible replacement of its existing counterparty, and is presently working with several respondents to complete the ISDA Master agreement and other documentation necessary to change the current counterparty. Note 5. Accounts Receivable Accounts receivable for December 31, 2014 and December 31, 2013 are as follows:

2014 2013

Reimbursements from governmental agencies - capitalimprovements to the PATCO system due from the 3,481$ 4,199$ Federal Transit Administration

Reimbursements from governmental agencies - FTA, DOT,FEMA, PEMA, and U.S. and NJ Homeland Security 709 1,487

Development projects 3,563 3,500 E-ZPass bridge tolls from other agencies 3,762 4,348 Other 1,122 1,657

Gross receivables 12,637 15,191 Less: allowance for uncollectibles (3,500) (3,500)

Net total receivables 9,137$ 11,691$




Note 6. Changes in Long-Term Liabilities Long-term liability activity for the year ended December 31, 2014 is as follows:

Beginning Ending Due withinBalance Increases Decreases Balance 1 Year

Bonds payable1999 Port District Project Bonds 31,080$ (3,405)$ 27,675$ 3,665$ 2008 Revenue Refunding Bonds 304,510 (16,710) 287,800 17,6202010 Revenue Refunding Bonds 350,000 (12,745) 337,255 20,3002010 Revenue Bonds 308,375 308,3752012 Port District Project Refunding Bonds 153,030 (5,790) 147,240 5,8002013 Revenue Bonds 476,585 476,585Issuance discounts/premiums 31,135 25$ (2,912) 28,248

Total bonds payable 1,654,715 25 (41,562) 1,613,178 47,385

Other liabilitiesClaims and judgments 6,854 6,234 (10,431) 2,657 721Self-insurance 3,687 3,484 (2,588) 4,583 2,000Sick and vacation leave 4,122 22 (246) 3,898 975Unearned revenue 8,682 1,670 (1,023) 9,329 4,421Other (includes net OPEB obligation) 41,502 5,543 (15,600) 31,445Premium payment payable - derivativecompanion instrument 33,588 (4,253) 29,335 5,471

Derivative instrument - interest rate swap 116,646 2,106 (1,570) 117,182

1,869,796$ 19,084$ (77,273)$ 1,811,607$ 60,973$

Long-term liability activity for the year ended December 31, 2013 is as follows:

Beginning Ending Due withinBalance Increases Decreases Balance 1 Year

Bonds payable1999 Port District Project Bonds 34,250$ (3,170)$ 31,080$ 3,405$ 2008 Revenue Refunding Bonds 320,355 (15,845) 304,510 16,7102010 Revenue Refunding Bonds 350,000 350,000 12,7452010 Revenue Bonds 308,375 308,3752012 Port District Project Refunding Bonds 153,030 153,030 5,7902013 Revenue Bonds 476,585$ 476,585Issuance discounts/premiums 21,778 11,818 (2,461) 31,135

Total bonds payable 1,187,788 488,403 (21,476) 1,654,715 38,650

Other liabilitiesClaims and judgments 5,892 3,330 (2,368) 6,854 1,500Self-insurance 3,252 2,040 (1,605) 3,687 1,709Sick and vacation leave 4,394 86 (358) 4,122 1,031Unearned revenue 8,986 619 (923) 8,682 3,312Other (includes net OPEB obligation) 41,363 5,443 (5,304) 41,502Premium payment payable - derivative

companion instrument 37,969 1,776 (6,157) 33,588 5,824Derivative instrument - interest rate swap 168,077 (51,431) 116,646

1,457,721$ 501,697$ (89,622)$ 1,869,796$ 52,026$




Note 7. Investment in Facilities

Capital assets for the year ended December 31, 2014 were as follows:

Beginning EndingBalance Increases Decreases Balance

Capital assets not being depreciatedLand 74,225$ 74,225$ Construction in progress 290,453 131,992$ (74,167)$ 348,278

Total capital assets not being depreciated 364,678 131,992 (74,167) 422,503

Capital assets being depreciatedBridges and related building and equipment 1,124,425 18,118 (4,358) 1,138,185 Transit property and equipment 506,193 56,012 (2,339) 559,866 Port enhancements 6,665 38 6,703

Total capital assets being depreciated 1,637,283 74,168 (6,697) 1,704,754

Less: accumulated depreciation for:Bridges and related building and equipment (489,630) (36,720) 4,358 (521,992)Transit property and equipment (234,427) (20,342) 2,339 (252,430)Port enhancements (4,450) (363) (4,813)

Total accumulated depreciation (728,507) (57,425) 6,697 (779,235)

Total capital assets being depreciated, net 908,776 16,743 - 925,519

Total capital assets, net 1,273,454$ 148,735$ (74,167)$ 1,348,022$

Capital assets for the year ended December 31, 2013 were as follows:

Beginning EndingBalance Increases Decreases Balance

Capital assets not being depreciatedLand 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 depreciatedBridges and related building and equipment 1,059,369 65,056 1,124,425 Transit property and equipment 470,756 35,578 (141) 506,193 Port enhancements 6,254 411 6,665

Total capital assets being depreciated 1,536,379 101,045 (141) 1,637,283

Less: accumulated depreciation for:Bridges and related building and equipment (455,216) (34,414) (489,630)Transit property and equipment (214,375) (20,052) (234,427)Port enhancements (4,115) (335) (4,450)

Total accumulated depreciation (673,706) (54,801) (728,507)

Total capital assets being depreciated, net 862,673 46,244 (141) 908,776

Total capital assets, net 1,240,928$ 133,712$ (101,186)$ 1,273,454$

Total depreciation expense for the years ended December 31, 2014 and 2013 was $57,425 and $54,801, respectively.




Note 8. Deferred Compensation Plan The Authority offers its employees a deferred compensation plan in accordance with Internal Revenue Code Section 457. The plan, available to all full-time employees, permits them to defer a portion of their salary until future years. The deferred compensation is not available to employees until termination, retirement, death, or unforeseeable emergency. The Authority does not make any contributions to the plan. To comply with changes in federal regulations and GASBS 32, Accounting and Financial Reporting for Internal Revenue Code 457 Deferred Compensation Plans, the Authority amended the plan in 1998 so that all amounts of compensation deferred under the plan, all property and rights purchased with those amounts, and all income attributable to those amounts, property, or rights are solely the property of the employees. Note 9. Pension Plans Employees of the Authority participate in the Pennsylvania State Employees’ Retirement System, the Public Employees’ Retirement System of New Jersey, or the Teamsters Pension Plan of Philadelphia and Vicinity. Pennsylvania State Employees’ Retirement System: Plan Description: Permanent full-time and part-time employees are eligible and required to participate in this cost-sharing multiple-employer defined benefit plan that provides pension, death and disability benefits. A member may retire after completing three years of service and after reaching normal retirement age (the age of 60, except police officers at age 50, or the age at which 35 years of service has been completed, whichever occurs first). Benefits vest after five years of service, or after 10 years of service for those hired on or after January 1, 2011. If an employee terminates his or her employment after at least five years of service (10 years if hired on or after January 1, 2011) but before the normal retirement age, he or she may receive pension benefits immediately or defer pension benefits until reaching retirement age. Employees who retire after reaching the normal retirement age with at least three years of credited service who started on or prior to December 31, 2010 are entitled to receive pension benefits equal to 2.5% (2.0% for employees starting on or after January 1, 2011, unless they opt to pay more to be eligible for the 2.5%) of their final average compensation (average of the three highest years in earnings) times the number of years for which they were a participant in the plan. The pension benefits received by an employee who retires after five years of credited service but before normal retirement age are reduced for the number of years that person is under normal retirement age. Pension provisions include death benefits, under which the surviving beneficiary may be entitled to receive the employee’s accumulated contributions less the amount of pension payments that the employee received, the present value of the employees’ account at retirement less the amount of pension benefits received by the employee, the same pension benefits formerly received by the employee, or one-half of the monthly pension payment formerly received by the employee. The maximum pension benefit to the employee previously described may be reduced depending on the benefits elected for the surviving beneficiary. The Pennsylvania State Employees’ Retirement System issues a publicly available annual financial report, including financial statements, which may be obtained by writing to Pennsylvania State Employees’ Retirement System, 30 North Third Street, Harrisburg, Pennsylvania 17108-1147.




Note 9. Pension Plans (Continued) Pennsylvania State Employees’ Retirement System (Continued): Funding Policy: The contribution requirements of plan members and the Authority are established and amended by the Pennsylvania State Employees’ Retirement System Board. As of January 1, 2002, employees are required to contribute 6.25% (unless opting for 9.33% deductions in order to be eligible for the 2.5% pension compensation) of their gross earnings to the plan. The Authority was required to, and did, contribute an actuarially determined amount to the plan, which equaled 12.57%, 12.57% and 9.42%, of covered payroll in 2014, 2013 and 2012, respectively. In 2014, 2013 and 2012, the Authority’s required contributions to the plan were $6,850, $5,407, and $4,084, respectively, which represented 100% of the required contribution for the aforementioned years. New Jersey Public Employees Retirement System (NJ PERS): Plan Description: Permanent full-time employees, hired after January 1, 2002, who were members of NJ PERS when they were hired, are eligible to participate in the cost-sharing multiple-employer defined benefit plan (administered by the New Jersey Division of Pensions and Benefits). The NJ PERS was established in 1955. The PERS provides retirement, death and disability, and medical benefits to qualified members. Vesting and benefit provisions are established by N.J.S.A. 43:15A and 43:3B. Funding Policy: The contribution requirements of plan members are determined by State statute. In accordance with Chapter 62, P.L. 1994, plan members enrolled in the NJ PERS were required to contribute 5% of their annual covered salary. Effective July 1, 2008, however, in accordance with Chapter 92, P.L. 2007 and Chapter 103, P.L. 2007, plan members were required to contribute 5.5% of their annual covered salary. For employees enrolled in the retirement system prior to July 1, 2008, the increase was effective with the payroll period that began immediately after July 1, 2008. Pursuant to the provisions of Chapter 78, P.L. 2011, effective October 1, 2011, the active member contribution rate increased to 6.5%, plus an additional 1.0% phased-in over seven years. The phase-in of the additional incremental member contribution amount began July 1, 2012 and increases each subsequent July 1. The State Treasurer has the right under the current law to make temporary reductions in member rates based on the existence of surplus pension assets in the retirement system; however, the statute also requires the return to the normal rate when such surplus pension assets no longer exist. The Authority is billed annually for its normal contribution, plus any accrued liability. The Authority began sending employee contributions to NJ PERS beginning in January 2006. The year 2008 was the first year that the Authority was required to, and did, contribute an actuarially determined amount to the plan. For the years ended December 31, 2014, 2013 and 2012, the Authority’s total contribution to the plan was $93, $83 and $117, respectively, which represented 100% of the required contribution for the aforementioned years. For the years ended December 31, 2014, 2013 and 2012, the contributions consisted of a normal contribution amount of $26, $25 and $33, respectively and an accrued liability amount of $67, $58 and $84, respectively. The New Jersey Public Employees Retirement System issues a publicly available annual financial report, including financial statements, which may be obtained by writing to State of New Jersey, Division of Pensions and Benefits, P.O. Box 295, Trenton, New Jersey 08625-0295. Teamsters Pension Plan of Philadelphia and Vicinity: Plan Description: Certain represented employees are eligible and required to participate in the Teamsters Pension Plan of Philadelphia and Vicinity, which is a cost-sharing, multiple-employer benefit plan which provides pension, death and disability benefits. A member may retire at the later of (a) the date the employee reaches 65 or (b) the tenth anniversary of the employee’s commencement of participation in the plan.




Note 9. Pension Plans (Continued) Teamsters Pension Plan of Philadelphia and Vicinity (Continued): Plan Description (Continued): Additionally, employees are eligible for early retirement after 10 years of participation in the plan and (a) completion of 30 years of vested service or (b) attainment of age 50 and completion of 10 years of vested service. Benefits vest after 10 years of service. An employee who retires on or after his or her normal retirement age is entitled to receive benefits based on his or her credited years of service multiplied by a monthly benefit rate, which is determined based on the employer’s daily contributions. The benefits are subject to maximum rates that vary according to employer daily contribution rates. Members may also receive benefits after early retirement at reduced rates, depending on age at retirement. An employee who qualifies for disability retirement benefits (total and permanent disability with 10 years of vested service and 5 years of continuous service with at least 300 covered days of contributions) is entitled to receive two hundred dollars per month until retirement age, when retirement benefits would commence. Provisions include surviving spouse death benefits, under which the surviving spouse is entitled to a 50% survivor annuity in certain cases. Funding Policy: The Teamsters Pension Plan is controlled by the Teamsters Pension Plan of Philadelphia and Vicinity Board. The employer’s contribution requirements are determined under the terms of one Collective Bargaining Agreement in force between the employer and the Teamsters. During 2014, the Authority was required to and did contribute twenty-one dollars and eighty cents ($21.80) per day for each PATCO participating employee. The Authority’s contributions totaled 8.02%, 8.02% and 8.22% of covered payroll in 2014, 2013 and 2012, respectively. The employees of the Authority make no contributions to the plan. The Authority contributed $1,066, $1,066, and $1,076 in 2014, 2013 and 2012, respectively, which represented 100% of the required contribution for the aforementioned years. The Teamsters Pension Plan of Philadelphia and Vicinity issues a publicly available annual financial report, including financial statements, which may be obtained by writing to Teamsters Pension Plan of Philadelphia and Vicinity, Fourth and Cherry Streets, Philadelphia, Pennsylvania 19106. Note 10. Postemployment Healthcare Plan Plan Description: The Authority provides certain health care and life insurance benefits for retired employees, where such benefits are established and amended by the Authority’s Board of Commissioners. The Authority’s Plan provides two agent multiple-employer post-employment healthcare plans which cover two retiree populations: eligible retirees under the age of sixty-five (65) receive benefits through Amerihealth and eligible retirees sixty-five (65) and over receive benefits through the United Health Group (in partnership with AARP) and Aetna. Life insurance benefits to qualifying retirees are provided through Prudential. The plans are administered by the Authority; therefore, premium payments are made directly by the Authority to the insurance carriers. During 2014, the Authority’s Board of Commissioners passed resolution DRPA-14-057 authorizing the Authority to make an initial OPEB contribution in the amount of $10,790 to the newly established OPEB Trust, which was established with PNC Institutional Management. The OPEB Trust is irrevocable and is exempt from federal and state income taxes under Internal Revenue Code Section 115. The sole purpose of the OPEB Trust is to provide funds to pay postemployment benefits to qualified retirees and their dependents.




Note 10. Postemployment Healthcare Plan (Continued) Funding Policy: Employees become eligible for retirement benefits based on hire date and years of service. For employees hired after January 1, 2007, no subsidized retiree benefits are offered. The contribution requirements of plan members and the Authority are established, and may be amended, by the Authority’s Board of Commissioners. Plan members receiving benefits contribute the following amounts: $65 per month for retiree-only coverage for the base plan, $130 per month for retiree/spouse (or retiree/child) coverage, and $195 per month for retiree/family (or children) coverage to age sixty-five (65) for the base plan, and $55 per month per retiree, per dependent for both the United Health Group (in partnership with AARP) and Aetna coverages. An additional amount is required for those retirees, under age sixty-five (65), who opt to participate in the “buy-up plan” for retirees and their dependents. As previous stated, the Authority made its initial irrevocable contribution to the OPEB Trust during 2014. Prior to 2014, the Authority funded its current retiree postemployment benefits cost on a “pay-as-you-go“ basis, net of plan member contributions. The Authority’s contributions to the Plan, which includes the “pay-as-you-go“ costs, net of plan member contributions, for the years ended 2014, 2013, and 2012 were $15,600, $5,304 and $4,242, respectively. Future Retirees: In accordance with GASBS No.45, the Authority is required to expense the annual required contribution (ARC) of the employer, an amount actuarially determined in accordance with the parameters of GASBS 45. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any unfunded actuarial liabilities (or funding excess) over a period not to exceed thirty (30) years. The ARC includes the costs of both current and future retirees. The current ARC was determined to be $5,056, at an unfunded discount rate of 5%. As stated above, the Authority has begun funding the actuarial accrued liability for postemployment benefits. Annual OPEB Cost: The Authority’s annual required contribution (ARC), the interest on the net OPEB obligation, the adjustment to the ARC, the increase or decrease in the net OPEB obligation, the net OPEB obligation, and the percentage of annual OPEB cost contributed to the plan for 2014, 2013 and 2012 are as follows:

2014 2013 2012

Annual required contribution (arc) 5,056$ 4,963$ 5,347$ Interest on the net OPEB obligation 2,075 2,068 1,978 Adjustment to the arc (1,588) (1,588) (1,270)

Annual OPEB cost 5,543 5,443 6,055 Pay-as-you go cost (existing retirees) (4,810) (5,304) (4,242)

Increase (decrease) in the net OPEB obligation 733 139 1,813

Net OPEB Obligation, January 1 41,502 41,363 39,550

OPEB Obligation, December 31 42,235 41,502 41,363

OPEB Trust Contributions (10,790) - -

Net OPEB Obligation, December 31 31,445$ 41,502$ 41,363$

Percentage of Annual OPEB Cost Contributed 281% 97% 70% Funded Status and Funding Progress: Using the report from January 1, 2013, the most recent actuarial valuation date, the results were rolled forward to calculate year-end December 31, 2014. The actuarial accrued liability for benefits as of December 31, 2014 was $115,245, and the actuarial value of plan assets was $10,780, or 9.4% funded, resulting in an unfunded actuarial accrued liability (UAAL) of $104,465.




Note 10. Postemployment Healthcare Plan (Continued) Funded Status and Funding Progress (Continued): The covered payroll (annual payroll of active employees covered by the plan) was $43,453 and the ratio of the UAAL to the covered payroll was 240.4%. (For additional information, please refer to the “required supplementary information schedule of funding progress for health benefits plan” shown at the end of the footnote section.) Actuarial valuations of an ongoing plan involve estimates of the value of reported amounts and assumptions about the probability of occurrence of events far into the future. Examples include assumptions about future employment, mortality and the healthcare cost trend. Amounts determined regarding the funded status of the plan and the annual required contributions of the employer are subject to continual revision as actual results are compared with past expectations and new estimates are made about the future. The schedule of funding progress, presented as required supplementary information following the notes to the combined financial statements, presents multiyear trend information that shows whether the actuarial value of the plan assets is increasing or decreasing over time relative to the actuarial accrued liabilities for benefits. Actuarial Methods and Assumptions: Projections of benefits for financial reporting purposes are based on the substantive plan (the plan as understood by the employer and plan members) and include the types of benefits provided at the time of each valuation and the historical pattern of sharing benefit costs between the employer and plan members to that point. The actuarial methods and assumptions used include techniques that are designed to reduce short-term volatility in actuarial accrued liabilities and the actuarial value of assets, consistent with the long-term perspective of the calculations. In the January 1, 2013 actuarial valuation, the projected unit credit actuarial cost method was used. Under this method an actuarial accrued liability is determined as the actuarial present value of the portion of projected benefits which is allocated to service before the current plan year. In addition, a normal cost is determined as the actuarial present value of the portion of projected benefits which is allocated to service in the current plan year for each active participant under the assumed retirement age. The UAAL is being amortized (straight-line) for thirty (30) year on an open basis. The actuarial assumptions included the following:

Mortality: The mortality table employed in the valuation was the RP2000 Healthy Table Male and Female. Inflation Rate: 2.5% per annum compounded annually. Discount Rate: Future costs have been discounted at the rate of 5.00% compounded annually for GASBS 45 purposes. Turnover: Assumptions for terminations of employment other than for death or retirement will vary by age and years of service with rates of turnover based on State Employees Retirement System of Pennsylvania. Disability: No terminations of employment due to disability were assumed. Retirees resulting from a disability were factored into the determination of age at retirement. Age of Retirement: The assumption that the active participants, on average, will receive their benefits when eligible, but no earlier than age 55. Spousal Coverage: Married employees will remain married. Prior Service: No prior service for active employees was assumed.




Note 10. Postemployment Healthcare Plan (Continued)

Actuarial Methods and Assumptions (Continued):

Health Care Cost Trend Rate:

Year Pre-65 Post-65

Initial Trend 01/01/15 to 01/01/18 9.0% 9.0%Ultimate Trend 01/01/19 to later 5.0% 5.0%Grading Per Year 1.0% 1.0%

Projected Salary Increase: Annual salary increase is 2.5%. Administration Expenses: The annual cost to administer the retiree claims was assumed at 2.5% which was included in the annual health care costs. Employee Contributions: It was assumed that employees will contribute two thousand six hundred and eleven ($2,611) per year for family medical coverage and eight hundred eighty four ($884) for single medical coverage.

Note 11. Indentures of Trust The Authority is subject to the provisions of the following indentures of Trust: Revenue Refunding Bonds of 1998, dated July 1, 1998; the Revenue Refunding Bonds of 2008, dated July 25, 2008 and the Revenue Refunding Bonds of 2010 and the 2010 Revenue Bonds (Series D), dated May 15, 2010 and July 15, 2010 respectively; and the 2013 Revenue Bonds, dated December 1, 2013, respectively (collectively the “Bond Resolution”); the Port District Project Bonds of 1999, dated December 1, 1999,and the 2012 Port District Project Refunding Bonds, dated December 1, 2012. The Bond Resolution requires the maintenance of the following accounts:

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

Debt Service Fund: This restricted account was established in accordance with Section 6.04 of the Bond Resolution for the payment of maturing interest and principal on the Bonds. The balance on deposit must be sufficient to enable the Trustee to withdraw amounts equal to interest due on the Bonds, principal amounts maturing on Bonds, accrued interest included in the purchase price of the bonds purchased for retirement, and sinking fund installments when payments are required. Debt Service Reserve Fund: This restricted account was established in accordance with Section 6.05 of the Bond Resolution. The amount of funds on deposit must be maintained at a level equal to the Maximum Debt Service to insure funds are available for payment of Debt Service. Bond Redemption Fund: This restricted account was established in accordance with section 6.06 of the Bond Resolution to account for amounts received from any source for the redemption of Bonds, other than mandatory sinking fund payments. Rebate Fund: This restricted account was established in accordance with Section 6.07 of the bond Resolution account for amounts deposited from time to time in order to comply with the arbitrage rebate requirements of Section 148 of the Code as applicable to any Series of Tax-Exempt Bonds issued.




Note 11. Indentures of Trust (Continued) The Bond Resolution requires the maintenance of the following accounts (continued):

Revenue Fund: This unrestricted account was established in accordance with Section 6.03 of the Bond Resolution for the Authority to deposit all Revenues. On or before the 20th day of each calendar month, the Trustee shall, to the extent money is available, after deduction of cash and investment balances for the 15% working capital reserve, transfer to or credit funds needed in the following order: (1) the Debt Service Fund, (2) the Debt Service Reserve Fund, (3) any Reserve Fund Credit Facility Issuer, (4) the Trustee’s Rebate Fund, (5) the Maintenance Reserve Fund, (6) the General Fund. Maintenance Reserve Fund: This restricted account was established in accordance with Section 6.08 of the Bond Resolution. These funds are maintained for reasonable and necessary expenses with respect to the system for major repairs, renewals, replacements, additions, betterments, enlargements, improvements and extraordinary expenses, all to the extent not provided for in the then current Annual Budget. Money in this account is pledged for the security of payment principal and interest on the bonds. Whenever the amount in this account exceeds the “Maintenance Reserve Fund Requirement,” the excess shall be deposited in the General Fund. The “Maintenance Reserve Fund Requirement” on any date is at least $3,000. General Fund: This unrestricted account was established in accordance with Section 6.09 of the Bond Resolution. All excess funds of the Authority are recorded in the General Account. If the Authority is not in default in the payment of bond principal or interest and all fund requirements are satisfied, the excess funds may be used by the Authority for any lawful purpose.

Note 12. Funded and Long-Term Debt At December 31, 2014, the Authority had $1,613,178 in Revenue, Revenue Refunding, and Port District Project Bonds outstanding, consisting of bonds issued in 1999, 2008, 2010, 2012 and 2013. The 1999 Port District Project Bonds were issued pursuant to an Indenture of Trust dated December 1, 1999. The 2008 Revenue Refunding Bonds were issued pursuant to the Indenture of Trust dated July 1, 1998, as supplemented by a Fourth Supplemental Indenture dated October 1, 2007 and a Fifth Supplemental Indenture dated July 15, 2008. The 2010 Revenue Refunding Bonds were issued pursuant to an Indenture of Trust as previously supplemented by five supplemental indentures thereto and as further supplemented by a Sixth Supplemental Indenture dated as of March 15, 2010. The 2010 Revenue Bonds were issued pursuant to Indenture of Trust, dated as of July 1, 1998, a Sixth Supplemental Indenture, dated as of March 15, 2010, and a Seventh Supplemental Indenture, dated as of July 1, 2010. The 2012 Port District Project Refunding Bonds were issued pursuant to an Indenture of Trust dated December 1, 2012. The 2013 Revenue Bonds were issued pursuant an Indenture of Trust, a Ninth Supplemental Indenture, dated as of December 1, 2013. 1999 Port District Project Bonds: On December 22, 1999, the Authority issued $272,095 to provide funds to finance (a) all or a portion of the cost of certain port improvement and economic development projects within the Port District, (b) a deposit of cash or a Reserve Fund Credit Facility to the credit of the Debt Service Reserve Fund established under the 1999 Port District Project Bond Indenture and (c) all or a portion of the costs and expenses of the Authority relating to the issuance and sale of the 1999 Port District Project Bonds (Series A and B).




Note 12. Funded and Long-Term Debt (Continued) 1999 Port District Project Bonds (Continued): The 1999 Port District Project Bonds are general corporate obligations of the Authority. The 1999 Port District Project Bonds are not secured by a lien or charge on, or pledge of, any revenues or other assets of the Authority other than the monies, if any, on deposit from time to time in the Funds established under the 1999 Port District Project Bond Indenture. No tolls, rents, rates or other such charges are pledged for the benefit of the 1999 Port District Project Bonds. The 1999 Port District Project Bonds are equally and ratably secured by the funds on deposit in the Funds established under the 1999 Port District Project Bond Indenture, except for the Rebate Fund. The 1999 Port District Project Bonds are payable from such Funds and from other monies of the Authority legally available. The 1999 Port District Project Bonds are subject to optional redemption and mandatory sinking fund redemption prior to maturity as more fully described herein. The scheduled payment of principal and interest on the 1999 Port District Project Bonds when due are guaranteed under an insurance policy issued concurrently with the delivery of the 1999 Port District Project Bonds by Financial Security Assurance Inc. On December 20, 2012, all remaining 1999 Series B Port District Project Bonds were redeemed, prior to maturity, at a redemption price of 100%, using proceeds from the issuance of the 2012 Port District Project Refunding Bonds. The 1999 Port District Project Bonds (Series A) outstanding at December 31, 2014 are as follows:

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

Term Bonds

2015 7.63% 3,665$ 2019 7.63% 4,920$ 2016 7.63% 3,945 2020 7.63% 5,295 2017 7.63% 4,245 2021 7.63% 1,035 2018 7.63% 4,570

Total par value of 1999 Port District Project Bonds 27,675$

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




Note 12. Funded and Long-Term Debt (Continued) 2008 Revenue Refunding Bonds: On July 25, 2008, the Authority issued $358,175 in Revenue Refunding Bonds as variable rate demand obligations (VRDO’s). The 2008 Revenue Refunding Bonds were issued to provide funds, together with other funds available: (a) to finance the current refunding of $358,175 aggregate principal amount of the Authority’s Revenue Refunding Bonds, Series of 2007, consisting of all of the outstanding bonds of such series; and (b) to pay the costs of issuance of the 2008 Revenue Refunding Bonds. The 2008 Revenue Refunding Bonds were issued pursuant to the Compact, the New Jersey Act, the Pennsylvania Act (as such terms are defined herein) and an Indenture of Trust dated as of July 1, 1998, by and between the Authority and TD Bank, N.A., Cherry Hill, New Jersey, as successor to Commerce Bank, N.A. (the “Trustee”), as supplemented by a First Supplemental Indenture dated as of July 1, 1998, a Second Supplemental Indenture dated as of August 15, 1998, a Third Supplemental Indenture dated as of December 1, 1999, a Fourth Supplemental Indenture dated as of October 1, 1997 and a Fifth Supplemental Indenture dated as of July 15, 2008 (the “Fifth Supplemental Indenture”) (collectively, the “1998 Revenue Bond Indenture”). The 2008 Revenue Refunding Bonds, together with all other indebtedness outstanding under the 1998 Revenue Bond Indenture and any parity obligations hereafter issued under the 1998 Revenue Bond Indenture, are equally and ratably payable solely from and secured by a lien on and security interest in (i) the Net Revenues described herein, (ii) all moneys, instruments and securities at any time and from held by the Authority or the Trustee in any Fund created or established under the 1998 Revenue Bond Indenture and (iii) the proceeds of all the foregoing, except for the moneys, instruments and securities held in the 1998 General Fund and the 1998 Rebate Fund. The 2008A Letter of Credit (as defined herein) secures only the 2008A Revenue Refunding Bonds and the 2008B Letter of Credit (as defined herein) secures only the 2008B Revenue Refunding Bonds. The 2008 Revenue Refunding Bonds are subject to purchase on the demand of the holder at a price equal to principal plus accrued interest on seven days’ notice and delivery to the Authority’s tender agent, TD Bank, N.A. The tender agent shall provide a copy of said notice to the applicable remarketing agent, who is authorized to use its best efforts to sell the repurchased bonds at a price equal to 100 percent of the principal plus accrued interest to the purchase date. Under irrevocable direct pay letters of credit (“DPLOC”) issued by Bank of America, N.A. and TD Bank, N.A., the trustee or the remarketing agent is entitled to draw an amount sufficient to pay the purchase price of the bonds delivered to it. The letters of credit (“LOC”) require the Authority to make immediate payment of any draws under the line and were valid through July 23, 2013. In 2013, the letters of credit were extended as noted below. The Authority was initially required to pay annual facility fees to Bank of America, N.A. and TD Bank, N.A. for the letters of credit. The initial facility fee was calculated based on 1.35% of the gross amount available under the line based on the Authority’s bond ratings, as determined by Moody’s and S&P. In addition, the Authority was required to pay an annual remarketing fee, payable quarterly in arrears, equal to 0.07% of the aggregate principal amount of the bonds outstanding at the beginning of the period. On June 28, 2013, the Authority amended and extended its DPLOC with TD Bank, N.A. supporting the 2008 Revenue Refunding Bonds, Series B, to expire on December 31, 2017. In addition, the Authority amended and extended its DPLOC with the Bank of America, N.A., effective on July 22, 2013, to expire on July 22, 2016. The new LOC fees range from 0.65% to 0.70%. The annual remarketing fees remained unchanged.




Note 12. Funded and Long-Term Debt (Continued) 2008 Revenue Refunding Bonds (Continued): The 2008 Revenue Refunding Bonds outstanding at December 31, 2014 are as follows:

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

2026 Variable 136,330$ 2026 Variable 151,470$

Total par value of 2008 Revenue Refunding Bonds 287,800$

Interest Rate Mode: WeeklyRate Determination Date: Generally each WednesdayInterest Rate Payment Dates: First Business day of each monthRate in Effect at December 31, 2014: Series A - .020%; Series B - .020%

Optional Redemption: While in the Weekly Mode, the 2008A Revenue Refunding Bonds are subject to optional redemption by the Authority, in whole or in part, in Authorized Denominations on any Business Day, at redemption price equal to the principal amount thereof, plus accrued interest, if any, to the Redemption Date. While in the Weekly Mode, the 2008B Revenue Refunding Bonds are subject to optional redemption by the Authority, in whole or in part, in Authorized Denominations on any Business Day, at a redemption price equal to the principal amount thereof, plus accrued interest, if any, to the Redemption Date. Sinking Fund Redemption: The 2008 Revenue Refunding Bonds are subject to mandatory redemption in part on January 1 of each year and in the respective principal amounts set forth below at one hundred percent (100%) of the principal amount of 2008 Revenue Refunding Bonds to be redeemed, plus interest accrued to the Redemption Date, from funds which the Authority covenants to deposit in the 2008A Bonds Sinking Fund Account created in the 1998 Debt Service Fund established pursuant to 1998 Revenue Bond Indenture, in amounts sufficient to redeem on January 1 of each year the principal amount of such 2008 Revenue Refunding Bonds for each of the years set forth below:

Sinking Fund InstallmentsJanuary 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$




Note 12. Funded and Long-Term Debt (Continued) 2010 Revenue Refunding Bonds: On June 30, 2010, the Authority issued $350,000 in Revenue Refunding Bonds, Series A of 2010, Revenue Refunding Bonds, Series B of 2010 and Revenue Refunding Bonds, Series C of 2010 as variable rate demand obligations (“VRDOs”). The 2010 Revenue Refunding Bonds were issued pursuant to the Indenture of Trust dated as of July 1, 1998 by and between the Authority and TD Bank, N.A., Cherry Hill, New Jersey, as successor to Commerce Bank, N.A. (“Trustee”), as previously supplemented by five supplemental indentures thereto and as further supplemented by a Sixth Supplemental Indenture (“Sixth Supplemental Indenture”) dated as of March 15, 2010 (collectively, “1998 Revenue Bond Indenture”). The 2010 Revenue Refunding Bonds were issued to provide funds, together with other available funds, to (i) currently refund $349,360 aggregate principal amount of the Authority’s outstanding Revenue Bonds, Series of 1999, (ii) fund any required deposit to the 1998 Debt Service Reserve Fund (defined herein), and (iii) pay the costs of issuance of the 2010 Revenue Refunding Bonds. The 2010 Revenue Refunding Bonds are subject to purchase on the demand of the holder at a price equal to principal plus accrued interest on seven days’ notice and delivery to the Authority’s tender agent, TD Bank, N.A. The tender agent shall provide a copy of said notice to the applicable remarketing agent, who is authorized to use its best efforts to sell the repurchased bonds at a price equal to 100 percent of the principal plus accrued interest to the purchase date. Under irrevocable letters of credit issued by J.P. Morgan Chase, N.A., Bank of America, N.A. and PNC Bank, N.A., the trustee or the remarketing agent is entitled to draw an amount sufficient to pay the purchase price of the bonds delivered to it. The letters of credit (“LOC”) require the Authority to make immediate payment of any draws under the line and were valid through March 29, 2013. In 2013, the letters of credit were replaced as noted below. Initially, the Authority was required to pay annual facility fees to J.P. Morgan Chase, N.A., Bank of America, N.A. and PNC Bank, N.A. for the letters of credit in percentages varying from 1.35% to 1.675% of the gross amount available under the LOC, through March 21, 2013, when these LOCs were replaced. In addition, the Authority was required to pay an annual remarketing fee, payable quarterly in arrears, equal to 0.10% of the aggregate principal amount of the bonds outstanding at the beginning of the period. On March 21, 2013, the Authority completed its LOC substitution/replacement program, replacing the existing LOC providers with three new banks: Royal Bank (Series A), Barclays Bank (Series B), and Bank of New York Mellon (Series C). The LOC fees were reduced, ranging from 0.45% to 0.70%, and the remarketing fee for each series was reduced to 0.08%/annum. The 2010 Revenue Refunding Bonds outstanding at December 31, 2014 were as follows:

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

Series A 2026 Variable 144,540$ Series B 2026 Variable 144,540 Series C 2026 Variable 48,175

Total par value of 2010 Revenue Refunding Bonds 337,255$

Interest Rate Mode: WeeklyRate Determination Date: Generally each WednesdayRate in Effect at December 31, 2014: Series A - .020%; Series B - .020%; Series C - .030%




Note 12. Funded and Long-Term Debt (Continued) 2010 Revenue Refunding Bonds (Continued): Optional Redemption: While in the Weekly Mode, each Series of the 2010 Revenue Refunding Bonds is subject to optional redemption by the Authority, in whole or in part, in Authorized Denominations on any Business Day, at a redemption price equal to the principal amount thereof, plus accrued interest, if any, to the applicable Redemption Date. Mandatory Sinking Fund Redemption: The 2010 Revenue Refunding Bonds are subject to mandatory redemption in part on January 1 of each year and in the respective principal amounts set forth below at 100% of the principal amount of 2010 Revenue Refunding Bonds to be redeemed, plus interest accrued to the Redemption Date, from funds which the Authority covenants to deposit in the 2010A Bonds Sinking Fund Account, 2010B Bonds Sinking Fund Account, and 2010C Bonds Sinking Fund Account created in the 1998 Debt Service Fund established pursuant to 1998 Revenue Bond Indenture, in amounts sufficient to redeem on January 1 of each year the principal amount of such 2010 Revenue Refunding Bonds for each of the years set forth below:

Sinking Fund InstallmentsJanuary 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 of 2010 (the “2010 Revenue Bonds”). The 2010 Revenue Bonds were issued by means of a book-entry-only system evidencing ownership and transfer of 2010 Revenue Bonds on the records of The Depository Trust Company, New York, New York (“DTC”), and its participants. Interest on the 2010 Revenue Bonds will be payable semi-annually on January 1 and July 1 of each year commencing January 1, 2011 (each an “Interest Payment Date”). The 2010 Revenue Bonds were issued pursuant to the Compact, the New Jersey Act, the Pennsylvania Act (as such terms are defined herein) and an Indenture of Trust, dated as of July 1, 1998, by and between the Authority and TD Bank, N.A., Cherry Hill, New Jersey, as successor to Commerce Bank, N.A. (the “Trustee”), as supplemented by a First Supplemental Indenture, dated as of July 1, 1998, a Second Supplemental Indenture, dated as of August 15, 1998, a Third Supplemental Indenture, dated as of December 1, 1999, a Fourth Supplemental Indenture, dated as of October 1, 2007, a Fifth Supplemental Indenture, dated as of July 15, 2008, a Sixth Supplemental Indenture, dated as of March 15, 2010, and a Seventh Supplemental Indenture, dated as of July 1, 2010 (collectively, the “1998 Revenue Bond Indenture”).




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

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

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

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

The 2010 Revenue Bonds outstanding at December 31, 2014 are as follows:


Serial Bonds

2027 5.00% 3,465$ 2028 5.00% 17,210 2029 5.00% 18,070 2030 5.00% 18,975

57,720

Term Bonds

2031 5.00% 16,245$ 2036 5.00% 14,575 2031 5.05% 3,675 2036 5.00% 10,860 2032 5.00% 17,055 2037 5.00% 15,310 2032 5.05% 3,865 2037 5.00% 11,400 2033 5.00% 17,905 2038 5.00% 16,075 2033 5.05% 4,060 2038 5.00% 11,970 2034 5.00% 18,810 2039 5.00% 16,875 2034 5.05% 4,260 2039 5.00% 12,570 2035 5.00% 19,750 2040 5.00% 17,720 2035 5.05% 4,475 2040 5.00% 13,200

250,655

Total par value of 2010 Revenue Bonds 308,375 Less: unamortized bond discount (495)

Total 2010 Revenue Bonds, net 307,880$




Note 12. Funded and Long-Term Debt (Continued) 2010 Revenue Bonds (Continued): Optional Redemption: The 2010 Revenue Bonds are subject to redemption at the option of the Authority, prior to maturity, in whole or in part (and if in part, in such order of maturity or within a maturity as the Authority shall specify, or if the Authority shall fail to specify, by lot or by such other method as the Paying Agent determines to be fair and reasonable and in any principal amount in Authorized Denominations) at any time on or after January 1, 2020. Any such redemption shall be made at a redemption price equal to 100% of the principal amount of the 2010 Bonds to be redeemed, plus accrued interest to the Redemption Date. 2012 Port District Project Refunding Bonds: On December 20, 2012, the Authority issued $153,030 in Port District Project Refunding Bonds, Series 2012. The Port District Project Refunding Bonds, Series 2012 (the “2012 Bonds”) were issued pursuant to the Compact, the New Jersey Act, the Pennsylvania Act (as such terms are defined herein) and an Indenture of Trust (the "Indenture") dated as of December 1, 2012, between the Authority and TD Bank, N.A., Cherry Hill, New Jersey, as trustee (the "Trustee"). The 2012 Bonds were issued to (i) refund and redeem all of the outstanding principal balance of and interest accrued on the Authority's outstanding Port District Project Bonds, Series B of 1998, (the "1998 Refunded Bonds"), Port District Project Bonds, Series B of 1999 (the "1999 Refunded Bonds"), and Port District Project Bonds, Series A of 2001 (the "2001 Refunded Bonds"). The refunding resulted in a loss (difference between the reacquisition price and the net carrying amount of the old debt) of $7,000. This difference, reported in the accompanying combined financial statements as a deferred outflow of resources, is being charged to operations through the year 2025 using the effective interest method. The 2012 Bonds are general corporate obligations of the Authority. The 2012 Bonds are not secured by a lien or charge on, or pledge of, any revenues or other assets of the Authority other than the moneys, if any, on deposit from time to time in the Funds established under the Indenture, except for the Rebate Fund. No tolls, rents, rates or other charges are pledged for the benefit of the 2012 Bonds. The 2012 Bonds are equally and ratably secured by the monies, if any, on deposit in the Funds established under Indenture, except for the Rebate Fund. The 2012 Bonds are payable from such Funds and from other monies of the Authority legally available therefore. Redemption Provisions: Optional Redemption: The 2012 Bonds maturing on or after January 1, 2024 are subject to redemption prior to maturity at the option of the Authority on or after January 1, 2023, in whole at any time, or in part at any time and from time to time, in any order of maturity specified by the Authority and within a maturity as selected by the Trustee as provided in the Indenture and as summarized below under the subheading “Redemption Provisions - Selection of 2012 Bonds to be Redeemed.” Any such redemption shall be made at a redemption price equal to the principal amount of the Bonds to be redeemed, plus interest accrued to the date fixed for redemption. Payment of Redemption Price: Notice of redemption having been given in the manner provided in the Indenture, or written waivers of notice having been filed with the Trustee prior to the date set for redemption, the 2012 Bonds (or portions thereof) so called for redemption shall become due and payable on the redemption date so designated and interest on such 2012 Bonds (or portions thereof) shall cease to accrue from the redemption date whether or not such Bonds shall be presented for payment. The principal amount of all 2012 Bonds so called for redemption, together with the redemption premium, if any, payable with respect thereto and accrued and unpaid interest thereon to the date of redemption, shall be paid (upon presentation and surrender of such 2012 Bonds) by the Paying Agent out of the appropriate Fund or other funds deposited for the purpose.




Note 12. Funded and Long-Term Debt (Continued) 2012 Port District Project Refunding Bonds (Continued): Redemption Provisions (Continued): Selection of 2012 Bonds to be Redeemed: If less than all of the 2012 Bonds are to be redeemed and paid prior to maturity, 2012 Bonds registered in the name of the Authority shall be redeemed before other 2012 Bonds are redeemed. Thereafter, the portion of 2012 Bonds to be redeemed shall be selected by the Authority, or if no such selection is made, by lot by the Trustee from among all outstanding 2012 Bonds eligible for redemption. In the case of a partial redemption of 2012 Bonds when 2012 Bonds of denominations greater than the minimum Authorized Denomination are outstanding, then for all purposes in connection with such redemption, each principal amount equal to the minimum authorized denomination shall be treated as though it were a separate 2012 Bond for purposes of selecting the 2012 Bonds to be redeemed, provided that no 2012 Bonds shall be redeemed in part if the principal amount to be outstanding following such partial redemption is not an authorized denomination. The 2012 Port District Project Refunding Bonds outstanding at December 31, 2014 are as follows:


2015 4.00% 5,800$ 2022 5.00% 14,085$ 2016 5.00% 6,030 2023 5.00% 240 2017 5.00% 6,335 2023 3.00% 14,545 2018 2.00% 225 2024 5.00% 15,520 2019 5.00% 6,425 2025 5.00% 16,300 2020 5.00% 6,975 2026 5.00% 17,115 2021 5.00% 7,320 2027 5.00% 17,975 2021 5.00% 12,350

Total par value of 2012 Port District Project Refunding Bonds 147,240 Add: unamortized bond premium 17,539

Total 2012 Port District Project Refunding Bonds, net 164,779$

2013 Revenue Bonds: On December 18, 2013, the Delaware River Port Authority issued its Revenue Bonds, Series of 2013 in the aggregate principal amount of $476,585. The 2013 Revenue Bonds were issued by means of a book-entry-only system evidencing ownership and transfer of 2013 Revenue Bonds on the records of The Depository Trust Company, New York, New York (“DTC”), and its participants. Interest on the 2013 Revenue Bonds will be payable semi-annually on January 1 and July 1 of each year commencing July 1, 2014 (each an “Interest Payment Date”). The 2013 Revenue Bonds were issued pursuant to the Compact, the New Jersey Act, the Pennsylvania Act (as such terms are defined herein) and an Indenture of Trust, dated as of July 1, 1998, by and between the Authority and TD Bank, National Association, Cherry Hill, New Jersey, as successor to Commerce Bank, National Association, as trustee (the “Trustee”), as heretofore supplemented from time to time, including as supplemented by a Ninth Supplemental Indenture, dated as of December 1, 2013 (collectively, the “1998 Revenue Bond Indenture”). The 2013 Revenue Bonds are being issued for the purpose of: (i) financing a portion of the costs of the Authority’s approved capital improvement program; (ii) funding a deposit to the 1998 Debt Service Reserve Fund established under and as specifically defined in the 1998 Revenue Bond Indenture; and (iii) paying the costs of issuance of the 2013 Revenue Bonds.




Note 12. Funded and Long-Term Debt (Continued) 2013 Revenue Bonds (Continued): The 2013 Revenue Bonds are limited obligations of the Authority and are payable solely from the sources referred to in the 2013 Revenue Bonds and the 1998 Revenue Bond Indenture. Neither the credit nor the taxing power of the Commonwealth of Pennsylvania (the “Commonwealth”) or the State of New Jersey (the “State”) or of any county, city, borough, village, township or other municipality of the Commonwealth or the State is or shall be pledged for the payment of the principal, redemption premium, if any, or interest on the 2013 Revenue Bonds. The 2013 Revenue Bonds are not and shall not be deemed to be a debt or liability of the Commonwealth or the State or of any such county, city, borough, village, township or other municipality, and neither the Commonwealth nor the State nor any such county, city, borough, village, township or other municipality is or shall be liable for the payment of such principal, redemption premium, or interest. The Authority has no taxing power. The 2013 Revenue Bonds outstanding at December 31, 2014 are as follows:


2027 5.000% 23,560$ 2034 5.000% 33,355$ 2027 4.125% 845 2034 4.625% 810 2028 5.000% 25,615 2035 5.000% 35,870 2029 5.000% 26,895 2036 5.000% 37,660 2030 5.000% 28,070 2037 5.000% 36,540 2030 4.500% 170 2038 4.750% 3,000 2031 5.000% 29,650 2038 5.000% 41,515 2032 4.500% 31,135 2039 5.000% 43,590 2033 5.000% 32,535 2040 5.000% 45,770

Total par value of 2013 Revenue Bonds 476,585 Add: unamortized bond premium 11,204

Total 2013 Revenue Bonds, net 487,789$

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




Note 12. Funded and Long-Term Debt (Continued) Maturities of Principal and Interest on Bonds: The following presents the principal and interest due on all bonds outstanding as of December 31, 2014 (assuming the letter of credit agreements with respect to the variable rate 2008 and 2010 Revenue Refunding Bonds are renewed over the term of the bonds and the bonds are remarketed):

Years Ending December 31, Principal Interest * Total

2015 47,385$ 48,358$ 95,743$ 2016 50,010 47,793 97,803 2017 52,870 47,163 100,033 2018 55,865 46,496 102,361 2019 59,050 45,787 104,837 2020-2024 348,915 217,810 566,725 2025-2029 301,535 191,583 493,118 2030-2034 260,575 135,596 396,171 2035-2039 332,035 62,284 394,319 2040 76,690 1,917 78,607

1,584,930 844,787$ 2,429,717$ Net unamortized bond discounts and premiums 28,248

1,613,178$ *

* does not include the net swap payments on the Authority’s hedged variable rate bonds (Note 4) The interest on variable rate debt is computed using the interest rate effective at December 31, 2014. The interest rates on the Authority’s variable rate debt are set by the remarketing agent and are reset weekly. In June 2013, the letters of credit supporting the 2008 variable rate bonds were renewed and extended with Bank of America, N.A. and TD Bank, N.A. to July 2016 and December 2017, respectively. If the letter of credit agreements supporting the 2008 variable rate bonds are not renewed in 2016 and 2017 and the 2008 bonds are mandatorily redeemed, the 2016 debt service requirements will be $169,195, rather than the $50,010 shown in the table above and the 2017 debt service requirements will be $174,980, rather than the $52,870 shown in the table above. In March 2013, the letters of credit supporting the 2010 variable rate bonds were replaced with new letters of credit from Royal Bank of Canada (Series A), Barclay’s Bank PLC (Series B), and The Bank of New York Mellon (Series C), which expire in March 2016, March 2015, and March 2016, respectively. If the letter of credit agreements supporting the 2010 Series A and Series C variable rate bonds are not renewed in 2016 and the 2010 Series A and Series C bonds are mandatorily redeemed, the 2016 debt service requirements will be $206,595, rather than the $50,010 shown in the table above. If the letter of credit agreement supporting the 2010 Series B variable rate bonds is not renewed in 2015 and the 2010 Series B bonds are mandatorily redeemed, the 2015 debt service requirement will be $165,330, rather than the $47,385 shown in the table above. Interest on all of the Authority’s fixed rate debt (revenue bonds and port district project bonds issued in 1999, 2010, 2012 and 2013) is payable semi-annually on January 1 and July 1 in each year. Interest on the 2008 and 2010 Revenue Refunding Bonds is payable monthly on the first business day of each month. The Authority is current on all of its monthly debt service payments on all obligations.




Note 12. Funded and Long-Term Debt (Continued) Debt Authorized but not Issued: At its August 2013 meeting, the Authority’s Board authorized the issuance, sale and delivery of up to $550,000 in taxable or tax-exempt fixed rate bonds, to fund the 5-year 2013 Capital Plan (DRPA-13-094). This resolution rescinded and repealed all prior resolutions (DRPA-09-064 and DRPA-13-030) and any prior inconsistent resolutions. In December 2013, the Authority issued $476,600 in fixed rate bonds (the 2013 Revenue Bonds) based on this resolution. As of December 31, 2014, approximately $73,400 remains as authorized, but not issued. Bond Ratings: Moody’s Investors Service Bond Ratings (Moody’s): Concurrent with the issuance of the $153,030 in Port District Project Refunding Bonds, on November 30, 2012, Moody’s affirmed the ratings on all Authority Revenue and Port District Project Bonds; however, the outlook improved from “negative” to “stable” on all bonds. (This represented the first change in Moody’s ratings since it had assigned a “negative” outlook on all the Authority’s bonds in March of 2010). Concurrent with the Authority’s issuance of the $476,600 in new revenue bonds, in its report dated November 22, 2013; Moody’s assigned a rating of “A3” to the 2013 Revenue Bonds, and affirmed its existing ratings on all Authority bonds (revenue bonds at “A3”, port district bonds at “Baa3”). The outlook remains at “stable” for all bonds. As of December 31, 2014, these ratings and outlook remain in place. Standard & Poor’s Ratings Services Bond Ratings (S&P): Concurrent with the issuance of $153,030 in Port District Project Refunding Bonds, on November 30, 2012, S&P affirmed the ratings on all Authority Revenue and Port District Project Bonds; however, the outlook improved from “stable” to “positive” on all bonds. (This represented the first change in S&P’s ratings outlook since it had assigned a “stable” outlook on all the Authority’s bonds since July 2009). Concurrent with the Authority’s issuance of $476,600 in new revenue bonds, in its report dated November 27, 2013, S&P assigned a rating of “A” on the new series, and upgraded the Authority’s ratings on both its revenue and refunding bonds (from “A-“ to “A”) and on its port district project bonds (from “BBB-“ to “BBB”). The outlook is “stable” for all Authority bonds. On December 23, 2014, S&P reaffirmed the Authority’s ratings for all of its Revenue/ Revenue Refunding and Port District Project bonds, at “A” and “BBB,” respectively, with a stable outlook. At December 31, 2014, these ratings, and outlook, remained unchanged.

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

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




Note 12. Funded and Long-Term Debt (Continued) Ratings on Jointly Supported Transactions (Continued): No provider of a Letter of Credit is obligated to maintain its present or any other credit rating and shall have no liability if any such credit rating is lowered, withdrawn, or suspended. Note 13. Conduit Debt Obligations The Authority is authorized to plan, finance, develop, acquire, construct, purchase, lease, maintain, market, improve and operate any project within the Port District including, but not limited to, any terminal, terminal facility, transportation facility, or any other facility of commerce or economic development activity, from funds available after appropriate allocation for maintenance of bridge and other capital facilities. Utilizing this authorization, the Authority has issued certain debt bearing its name to lower the cost of borrowing for specific governmental entities. This debt is commonly referred to as conduit (or non-commitment) debt. Typically, the debt proceeds are used to finance facilities within the Authority’s jurisdiction that are transferred to the third party either by lease or by sale. The underlying lease or mortgage loan agreement, which serves as collateral for the promise of payments by the third party, calls for payments that are essentially the same as collateral for the promise of payments by the third party, calls for payments that are essentially the same as those required by the debt. These payments are made by the third-party directly to an independent trustee, who is appointed to service and administer the arrangement. The Authority assumes no responsibility for repayment of this debt beyond the resources provided by the underlying leases or mortgage loans. As of December 31, 2014, there was one series of Charter School Project Bonds outstanding, issued for the LEAP Academy Charter School, Inc. The corresponding aggregate principal totaling $8,500 is treated strictly as conduit debt obligations under Interpretation No. 2 of the Governmental Accounting Standards Board (GASB) and accordingly is not included in the financial statements. The following schedule details the series together with the amount outstanding:

01/01/13 12/31/13 12/31/14Issue Issue Beginning Ending Ending

Issue Date Amount Balance Paid Balance Paid Balance

Charter School ProjectBonds, Series 2003 09/01/03 8,500$ 6,755$ (295)$ 6,460$ (310)$ 6,150$

In 2013 the Authority was advised by the bond trustee, and counsel for LEAP Academy, that LEAP had lost its tax exemption for failure to file Form 990 for the past three years. LEAP bonds were issued through the Authority; however, DRPA has no responsibility for repayment of this debt, as the debt is guaranteed by Rutgers University. After various appeal, in September 2013, the IRS rescinded its letter thereby fully reinstating LEAP’s tax exemption. Note 14. Government Contributions for Capital Improvements, Additions and Other Projects The Authority receives contributions in aid for financing capital improvements to the rapid transit system from the Federal Transit Administration and other government agencies. Capital improvement grant funds of $16,431 and $17,673 were received in 2014 and 2013, respectively. The Authority receives federal and state grants for specific construction purposes that are subject to review and audit by the grantor agencies. Although such audits could result in disallowances under terms of the grants, it is the opinion of management that any required reimbursements will not be material to the Authority’s net position.




Note 15. Contingencies Public Liability claim exposures are self-insured by the Authority within its self-insured retention limit of $5 million for each occurrence, after which, exists a $25 million limit of Claims made Excess Liability Insurance per occurrence, and in the aggregate, to respond to any large losses exceeding the retention. The Authority, excluding PATCO, self-insures the initial $1 million limit, per accident, for Workers’ Compensation claims, after which a $5 million limit of Excess Workers’ Compensation insurance is retained to respond to significant claims. (Note: PATCO was completely self-insured for Workers’ Compensation claim until 2014 when DRPA-14-020 approved the purchase of Excess Workers’ Compensation insurance for PATCO.) PATCO self-insures the initial $1 million limit, per accident, for Workers’ Compensation claims, after which a $5 million limit of Excess Workers’ Compensation insurance is retained to respond to significant claims.

Self-Insurance 2014 2013

Beginning balance 3,687$ 3,252$ Incurred claims 3,484 2,040 Payment of claims (2,588) (1,605) Other - administrative fees, recoveries - -

Ending balance 4,583$ 3,687$

The Authority is involved in various actions arising in the ordinary course of business and from Workers’ Compensation claims. In the opinion of management, the ultimate outcome of these actions will not have a material adverse effect on the Authority’s combined net position and combined results of operations. The Authority purchases commercial insurance for all other risks of loss, e.g. bridge and non-bridge property, crime, terrorism, etc. The Authority reviews annually, and where appropriate, adjusts policy loss limits and deductibles as recommended by its insurance consultants in response to prevailing market conditions, loss experience, and revenues. Policy loss limits are established with the professional assistance of independent insurance broker consultants to ensure that sufficient coverage exists to accommodate the maximum probable loss that may result in the ordinary course of business. In addition, the amounts of settlements for the last three years have not exceeded the insurance coverage provided in those years. Per Article 5.11 of the 1998 Bond Indenture, the Authority must certify and submit to the bond trustee, by April 30 of each year, that it has sufficient coverage with regards to “multi-risk insurance” (on DRPA and PATCO facilities), “use and occupancy insurance” (i.e., business interruption), etc. The Authority submitted its annual certification to the bond trustee, prior to the deadline, in April 2014. Note 16. Commitments Development Projects: In support of previously authorized economic development projects, the DRPA’s Board of Commissioners authorized loan guarantees to various banks to complete the financing aspects of a particular project. The Authority’s Board authorized loan guarantees in an amount not to exceed $27,000, prior to 2011 when the Board stopped funding new economic development projects. As of December 31, 2014, the Authority had two (2) loan guarantees outstanding with various banks, totaling $10,900. The loan guarantees are as follows: L3 Communications ($10,000) and the Home Port Alliance ($900). These guarantees all remain in force; however, the Authority has made no cash outlays relating to these guarantees.




Note 16. Commitments (Continued) Development Projects (Continued):

L3 Communications Loan Guarantee: At its March 2010 meeting, the Authority’s Board approved a modification of the $10,000 guarantee relating to a letter of credit (“LOC”) supporting the L3 Communications project in order to accommodate a change in the bank providing the letter of credit, following the expiration of the original LOC. The guarantee survives the expiration of the original LOC. Following the modification, in April 2010, NJ EDA provided a $20,000 guarantee to the LOC provider, while the Authority provided a $10,000 guarantee in favor of NJ EDA, (and not the bank). The changes in the guarantee do not increase exposure or risk. As was the case with the original guarantee, the Authority’s guarantee will be accessed only if NJ EDA must pay more than $10,000 on its guarantee.

Home Port Alliance Guarantee (extended 2012): On June 6, 2012, the Authority negotiated a three-year extension of the existing $900 loan guarantee that supports a loan from TD Bank, N.A. to the Home Port Alliance for the Battleship New Jersey. The loan guarantee expires on June 6, 2015.

Community Impact: The Authority has an agreement with the City of Philadelphia (City) for Community Impact regarding the PATCO high-speed transit system (“Locust Street Subway Lease”). The agreement expires on December 31, 2050. In 2015, the base amount payable to the City will total $3,281 as adjusted for the cumulative increases in the Consumer Price Index (CPI) between 1999 and 2014. Base payments remaining in 2016 through 2018 shall equal the previous year’s base payment adjusted by any increase in the CPI for that year. For the years 2018 through 2050, the annual base payment shall equal one dollar. In addition, for the duration of the lease the Authority is required to annually create a PATCO Community Impact Fund in the amount of $500, with payment of such fund to be divided annually between communities within the Commonwealth and the State, based on PATCO track miles in the respective states. The minimum commitment, adjusted for the effect of the increase in the CPI at December 31, 2014, is as follows:

Year Amount

2015 3,781$ 2016 3,787 2017 3,827 2018 500 2019 500 Thereafter 15,500

27,895$

OCIP Letters of Credit: In May 2008, the Authority entered into two new separate irrevocable standby Letters of Credit with TD Bank, N.A. (formerly Commerce Bank) and Wachovia Bank in support of the Authority’s “Owner Controlled Insurance Program (OCIP).” Under this program, the Authority purchased coverage for all contractors working on major construction projects. The Letter of Credit with Wells Fargo Bank (formerly Wachovia Bank) was for a four-year term in the amount of $5,000 with an expiration date of May 7, 2012. The Letter of Credit with TD Bank, N.A. (formerly Commerce Bank) was in an initial amount of $3,015 and automatically increased annually each May, in the amount of $816, until it expired on May 7, 2012.




Note 16. Commitments (Continued) OCIP Letters of Credit (Continued): During 2012, the Authority extended its OCIP for a six-month period. As a consequence, in consultation with the insurance carrier, the Authority’s LOC requirement supporting the program was reduced by $5,000. The Letter of Credit with TD Bank, N.A. was renewed on May 7, 2012 in the amount of $5,462 to expire on December 31, 2013, and again renewed on December 11, 2013 to expire December 31, 2014. The OCIP Letter of Credit with Wells Fargo Bank, in the amount of $5,000, was not renewed. At its April 12, 2014 meeting, the Authority’s Board passed resolution DRPA-14-052 to extend the OCIP from June 30, 2014 to December 31, 2014. In December 2014, the Authority extended the $5,462 letter of credit with TD Bank, to expire on December 31, 2015. As of December 31, 2014, the unused amount of the Letter of Credit totaled $5,462. No drawdowns have been made against any Letter of Credit. Direct Pay Letters of Credit (2008 Revenue Refunding Bonds): The Authority’s 2008 Revenue Refunding Bonds (Series A and B), are secured by irrevocable transferable Direct Pay Letters of Credit (DPLOC) issued by two credit providers, the Bank of America, N.A. and TD Bank, N.A., in the initial amounts of $172,600 and $191,800, respectively. The Authority entered into separate Reimbursement Agreements with each credit provider to facilitate the issuance of said DPLOCs. Each Letter of Credit is in an original stated amount which is sufficient to pay the unpaid principal amount of and up to fifty-three (53) days of accrued interest (at a maximum interest rate of 12%) on the related 2008A Revenue Refunding Bonds or 2008B Revenue Refunding Bonds, when due, and the Purchase Price of the 2008A Revenue Refunding Bonds or the 2008B Revenue Refunding Bonds tendered or deemed tendered for purchase and not remarketed. The Credit Provider for the 2008A Revenue Refunding Bonds is only responsible for payments with respect to the 2008A Revenue Refunding Bonds for which the 2008A Letter of Credit was issued and the Credit Provider for the 2008B Revenue Refunding Bonds is only responsible for payments with respect to the 2008B Revenue Refunding Bonds for which the 2008B Letter of Credit was issued. The 2008A Letter of Credit and the 2008B Letter of Credit were renewed in July of 2010 and which expired in July of 2013. As described in the Official Statement for the 2008 Revenue Refunding Bonds, “any draw under Letter of Credit for principal, interest or Purchase Price creates a reimbursement obligation on the part of the Authority that is secured by the 1998 Revenue Bond Indenture on a parity basis with the 2008 Revenue Refunding Bonds.” (Additional information related to this transaction and the accompanying Letters of Credit can be found under Note 12). These letters of credit were renewed with the Bank of America, N.A. and TD Bank, N.A. in 2013. The new letters of credit with Bank of America, N.A. and TD Bank, N.A. expire on July 22, 2016 and December 31, 2017, respectively. Letter of Credit Provider Ratings: Ratings for these banks as of December 31, 2014 are as follows:

Long-Term Short-TermMoody's S&P Fitch * Moody's S&P Fitch *

Bank of America, N.A. (Series A) A2 A A P-1 A-1 F1Stable Negative Negative

TD Bank, N.A. (Series B) Aa3 AA- AA- P-1 A-1+ F1+Stable Negative Stable

* In April 2012, at the Authority’s request, Fitch Ratings assigned a rating of “A/F1” (stable outlook) to the Authority’s 2008 Series A Revenue Refunding Bonds, based on the DPLOC support provided by the Bank of America, N.A. (“A/F1”, stable outlook) on the bonds




Note 16. Commitments (Continued) Direct Pay Letters of Credit (2010 Revenue Refunding Bonds): The Authority’s 2010 Revenue Refunding Bonds (Series A, B and C), were secured by irrevocable transferable Direct Pay Letters of Credit (DPLOC) issued by three credit providers, the Bank of America, N.A., JP Morgan Chase Bank, N.A. and PNC Bank, N.A. in the initial amounts of $152.6 million, $152.6 million and $50.9 million, respectively. The Authority entered into separate Reimbursement Agreements with each credit provider to facilitate the issuance of said DPLOCs. These DPLOC’s were terminated in March 2013, and replaced with new letters of credit from Royal Bank of Canada (Series A), Barclay’s Bank PLC (Series B), and Bank of New York Mellon (Series C). These new letters of credit expire on March 18, 2016, March 20, 2015, and March 18, 2016, respectively. Each Letter of Credit is an irrevocable transferable direct-pay obligation of the respective issuing Credit Provider to pay to the Trustee, upon request and in accordance with the terms thereof, amounts sufficient to pay the unpaid principal amount and up to fifty-three (53) days (or such greater number of days as required by the rating agencies) days’ accrued interest (at the maximum interest rate of 12%) on the related 2010 Revenue Refunding bonds, 2010 Revenue Refunding Bonds or 2010 Revenue Refunding Bonds when due, whether at the stated maturity thereof or upon acceleration or call for redemption, and amounts sufficient to pay the Purchase Price of the 2010 Revenue Refunding Bonds, the 2010 Revenue Refunding bonds or the 2010 Revenue Refunding bonds, as applicable, tendered for purchase and not remarketed. A draw under a Letter of Credit for principal and interest or Purchase Price creates a Reimbursement Obligation (as defined in the 1998 Revenue Bond Indenture) on the part of the Authority. Letter of Credit Provider Ratings: Ratings for these banks as of December 31, 2014 are as follows:

Long-Term Short-TermMoody's S&P Fitch Moody's S&P Fitch *

Royal Bank of Canada Aa3 AA- AA P-1 A-1+ F1+Stable Stable Stable

Barclay's Bank PLC A2 A A P-1 A-1 F1Negative Stable Stable

Bank of New York Mellon Aa2 AA- AA- P-1 A-1 F-1+Stable Stable Stable

Contractual Commitments: As of December 31, 2014, the Authority had board-approved contracts with remaining balances as follows:

Total

Benjamin Franklin Bridge:Bridge and pavement repairs and inspection 3,640$ Temporary toll, clerical, administration and custodial workers 3,702 Toll revenue, transportation, processing and systems upgrade 3,351 ERP consulting services 12,134 Engineering services - program management and task orders 14,177 Other 1,056

Walt Whitman Bridge:Camera installation 75 Deck design, construction, rehabilitation and inspection 3,386 Suspension span stiffening 130,012 Suspension rope investigation and painting 619




Note 16. Commitments (Continued) Contractual Commitments (Continued):

Commodore Barry Bridge:Bridge inspection 281$ Structural repairs and pavement markings 132 Painting design services 311

Betsy Ross Bridge:Resurfacing design services, structural repairs and inspection 17,997

PATCO System:Car overhaul program 151,899 Track rehabilitation across Ben Franklin Bridge 38,357 Escalator/elevator replacement 1,852 Other 3,350

Other:One Port Center remedial investigation 314 Other equipment and system upgrades and maintenance 273

386,918$

Note 17. Bridge and PATCO Fare Schedules Bridge Fares: On July 1, 2011, the approved new bridge toll schedule was implemented as follows:

Class 1 - Motorcycle 5.00$ Class 2 - Automobile 5.00 Class 3 - Two Axle Trucks 15.00 Class 4 - Three Axle Trucks 22.50 Class 5 - Four Axle Trucks 30.00 Class 6 - Five Axle Trucks 37.50 Class 7 - Six Axle Trucks 45.00 Class 8 - Bus 7.50 Class 9 - Bus 11.25 Class 10 - Senior Citizen (with 2 tickets only) 2.50 Class 13 - Auto with Trailer (1 axle) 8.75

PATCO Passenger Fares: On July 1, 2011, a new fare schedule was implemented as follows:

Lindenwold/Ashland Woodcrest 3.00$ Haddonfield/West Haddonfield/Collingswood 2.60 Ferry Avenue 2.25 New Jersey 1.60 City Hall/Broadway/Philadelphia 1.40 Off-Peak Reduced Fare Program 0.70

As noted above, PATCO has a federally mandated reduced off-peak fare program for “elderly persons and persons with disabilities.” These off-peak rates increased from $0.62/trip to $0.70/trip. In December 2015, the Authority’s Board of Commissioners passed DRPA-14-147 (DRPA Resolution Authorizing Deferral of Biennial CPI toll increase) which deferred the CPI-indexed biennial toll increase from January 1, 2015 to January 1, 2017.




Note 18. New Governmental Accounting Pronouncements

The Governmental Accounting Standards Board (GASB) has issued several statements that have effective dates that may impact future financial presentations. Management has not completed the process of evaluating the impact the following statements will have on the financial statements but has determined that the effect of implementing GASB Statements No. 68 and No. 71 will be material to the financial statements. GASB Statement No. 68, Accounting and Financial Reporting for Pensions - an amendment of GASB Statement No. 27, issued in June 2012, will be effective for the Authority beginning with the year ending December 31, 2015. This statement replaces the requirements of Statement No. 27, Accounting for Pensions by State and Local Governmental Employers and Statement No. 50, Pension Disclosures, as they relate to governments that provide pensions through pension plans administered as trusts or similar arrangements that meet certain criteria. Statement 68 requires governments providing defined benefit pensions to recognize their long-term obligation for pension benefits as a liability for the first time, and to more comprehensively and comparably measure the annual costs of pension benefits. The Statement also enhances accountability and transparency through revised and new note disclosures and required supplementary information (RSI). GASB Statement No. 71, Pension Transition for Contributions Made Subsequent to Measurement Date, issued in November 2013, will be effective for the Authority beginning with the year ending December 31, 2015. This statement amends paragraph 137 of GASB Statement No. 68 to require that, at transition, a government recognize a beginning deferred outflow of resources for its pension contributions, if any, made subsequent to the measurement date of the beginning net pension liability. GASB Statement No. 68, as amended, continues to require that beginning balances for other deferred outflows of resources and deferred inflows of resources related to pensions be reported at transition only if it is practical to determine all such amounts. The provisions of GASB Statement No. 71 should be applied simultaneously with the provisions of GASB Statement No. 68. In 2013, the Authority adopted GASB Statement No. 61, The Financial Reporting Entity: Omnibus an amendment of GASB Statements No. 14 and No. 34. This Statement is intended to improve financial reporting for a governmental financial reporting entity by improving guidance for including, presenting, and disclosing information about component units and equity interest transactions of a financial reporting entity. Note 19. Blended Component Unit In 2013, the Authority adopted GASB Statement No. 61, The Financial Reporting Entity: Omnibus an amendment of GASB Statements No. 14 and No. 34. This Statement intended to improve financial reporting for a governmental financial reporting entity by improving guidance for including, presenting, and disclosing information about component units and equity interest transactions of a financial reporting entity. Port Authority Transit Corporation (PATCO) is a wholly-owned subsidiary of the DRPA, established to operate and maintain the rapid transit system owned and constructed by DRPA. PATCO and DRPA share the same Board of Commissioners. A financial benefit or burden relationship exists between DRPA and PATCO as DRPA subsidizes the losses of PATCO and intends to continue to do so. The financial results of PATCO have been blended with those of DRPA in the financial statements.




Note 19. Blended Component Unit (Continued) Rent of Transit System Facilities: All rapid transit system facilities used by PATCO are leased from the Authority, under terms of an agreement dated April 18, 1969 and amended June 3, 1974. The lease requires PATCO to operate and maintain the Locust-Lindenwold line. The terms of the amended agreement, which was made retroactive to January 1, 1974, and which is to continue from year to year, provide that PATCO pay a minimum annual rental of $6,122, which approximates the sum of the annual interest expense to the Authority for that portion of its indebtedness attributable to the construction and equipping of the leased facilities plus the provision for depreciation of the rapid transit facilities as recorded by the Authority. In addition, the lease requires PATCO to pay to the Authority any net earnings from operations for the Locust-Lindenwold line less a reasonable amount to be retained for working capital and operating reserves. PATCO’s outstanding liability to the DRPA for period January 1, 1974 to December 31, 2014 related to this agreement totals $250,852. Net Position: The net position totaling ($644,424) and ($620,419) as of December 31, 2014 and December 31, 2013, respectively, represents the total losses for PATCO since inception. Condensed combining financial information applicable to DRPA and PATCO as of and for the year ended December 31, 2014 is as follows:

Condensed Combining Statements of Net Position

December 31, 2014DRPA PATCO Total

Current assets 720,900$ 12,798$ 733,698$ Receivable from primary government (1,028) 1,028 Noncurrent assets 239,730 239,730Capital assets 1,348,022 1,348,022Other assets 15,464 15,464

Total assets 2,323,088 13,826 2,336,914

Deferred outflows of resources 128,763 128,763

Total assets and deferred outflows of resources 2,451,851 13,826 2,465,677

Current liabilities 114,181 7,546 121,727Noncurrent liabilities 1,741,592 14,513 1,756,105

Total liabilities 1,855,773 22,059 1,877,832

Lease agreement (250,852) 250,852 Advances from DRPA (385,339) 385,339 Net investment in capital assets 174,762 174,762Restricted 215,004 215,004Unrestricted 842,503 (644,424) 198,079

Total net position 596,078$ (8,233)$ 587,845$




Note 19. Blended Component Unit (Continued) Condensed combining financial information applicable to DRPA and PATCO as of and for the year ended December 31, 2014 is as follows (continued):

Condensed Combining Statements of Revenues, Expenses and Changes in Net Position


Operating revenuesBridge revenues 304,969$ 304,969$ Transit systems 25,763$ 25,763Other 150 150

Total operating revenues 305,119 25,763 330,882

Operating expensesOperations 98,747 47,130 145,877Depreciation 57,425 57,425

Total operating expenses 156,172 47,130 203,302

Operating income 148,947 (21,367) 127,580

Nonoperating revenues (expenses)Interest expense (78,377) (78,377)Economic development activities (2,401) (2,401)Lease rental 6,122 (6,122) Other 9,739 3,484 13,223

Total nonoperating revenues (expenses) (64,917) (2,638) (67,555)

Capital contributions 16,431 - 16,431

Change in net position 100,461 (24,005) 76,456

Net position, January 1 1,131,808 (620,419) 511,389

Net position, December 31 1,232,269$ (644,424)$ 587,845$

Condensed Combining Statements of Cash Flows


Net cash provided by operating activities 205,247$ (22,053)$ 183,194$ Net cash (used in) provided by noncapital financing

activities (21,871) 22,057 186 Net cash provided by capital and related financing

activities (223,565) (223,565) Net cash (used in) provided by investing activities 43,951 1 43,952

Net increase in cash and cash equivalents 3,762 5 3,767 Cash and cash equivalents, January 1 29,472 1,057 30,529

Cash and cash equivalents, December 31 33,234$ 1,062$ 34,296$




Note 19. Blended Component Unit (Continued) Condensed combining financial information applicable to DRPA and PATCO as of and for the year ended December 31, 2013 is as follows:

Condensed Combining Statements of Net Position


Current assets 649,840$ 10,358$ 660,198$ Receivable from primary government (712) 712 Noncurrent assets 345,216 345,216Capital assets 1,273,454 1,273,454Other assets 18,172 18,172

Total assets 2,285,970 11,070 2,297,040

Deferred outflows of resources 129,029 129,029

Total assets and deferred outflows of resources 2,414,999 11,070 2,426,069

Current liabilities 84,716 6,466 91,182Noncurrent 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 Advances from DRPA (360,760) 360,760 Net investment in capital assets 213,138 213,138Restricted 159,521 159,521Unrestricted 759,149 (620,419) 138,730

Total net position 526,318$ (14,929)$ 511,389$




Note 19. Blended Component Unit (Continued)

Condensed combining financial information applicable to DRPA and PATCO as of and for the year ended December 31, 2013 is as follows (continued):

Condensed Combining Statements of Revenues, Expenses and Changes in Net Position


Operating revenuesBridge revenues 300,314$ 300,314$ Transit systems 27,607$ 27,607Other 165 38 203

Total operating revenues 300,479 27,645 328,124

Operating expensesOperations 95,724 44,394 140,118Depreciation 54,801 54,801

Total operating expenses 150,525 44,394 194,919

Operating income 149,954 (16,749) 133,205

Nonoperating revenues (expenses)Interest expense (58,784) (58,784)Bond issuance costs (2,516) (2,516)Economic development activities (4,371) (4,371)Lease rental 6,122 (6,122)Other 7,353 7,353

Total nonoperating revenues (expenses) (52,196) (6,122) (58,318)

Capital contributions 17,673 17,673

Change in net position 115,431 (22,871) 92,560

Net position, January 1 1,016,377 (597,548) 418,829

Net position, December 31 1,131,808$ (620,419)$ 511,389$

Condensed Combining Statements of Cash Flows


Net cash provided by operating activities 203,562$ (16,957)$ 186,605$ Net cash (used in) provided by noncapital financing

activities (19,589) 17,440 (2,149)Net cash provided by capital and related financing

activities 336,339 336,339Net cash (used in) provided by investing activities (496,167) 2 (496,165)

Net increase in cash and cash equivalents 24,145 485 24,630 Cash and cash equivalents, January 1 5,327 572 5,899

Cash and cash equivalents, December 31 29,472$ 1,057$ 30,529$




Note 20. Subsequent Events Status of Union Labor Negotiations: The collective bargaining agreement between the Authority and the IUOE expired on December 31, 2012. Employees continue to work with an expired contract while contract negotiations are ongoing. The second largest labor organization representing Authority personnel is FOP Local 30 (representing Authority and PATCO patrol officers, corporals and sergeants). The parties have concluded an interest arbitration litigation in the Federal District Court, Camden, New Jersey. The parties had been waiting for an interest arbitration decision, which was received in March 2015. The collective bargaining agreement with the IBEW expired by its terms on December 31, 2011. Employees continue to work with an expired contract while contract negotiations are ongoing. PATCO has a collective bargaining agreement with Teamsters’ Union Local 676, which represents operating and maintenance personnel at PATCO, which expired on May 31, 2011. Currently the parties are involved in contract negotiations and the employees continue to work with an expired contract. Federal Subpoena: The Authority was served with a subpoena in March 2013 requiring document production concerning economic development spending from 2008 to the present. The Authority has been fully cooperating with the government and has directed its special outside counsel to continue to be open and transparent in providing assistance to the federal investigation. Compliance costs and counsel fees have been significant, but do not materially impact the Authority's financial position. The Authority was recently granted permission by the government to lift the litigation holds in this matter. 2010 Revenue Refunding Bonds - Extension of Barclays Bank Direct-Pay Letter of Credit: In March 2013, the Authority executed new Reimbursement Agreements with several banks, with various expiry dates. The Barclays 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 credit for a three-year period. On February 18, 2015, Barclays Bank PLC delivered a “Notice of Extension” to TD Bank (trustee for bonds), to extend the “stated Expiration Date” in the LOC to March 20, 2018. The Authority expects to reduce its annual LOC fees by approximately $95,000 annually, as a result of this extension. Victor Lofts Loan: On January 30, 2015, the Authority received $4,280 in full repayment of the Victor Lofts economic development loan of $3,000, and accumulated interest. Loan Guarantee - L3 Communications: On April 16, 2010, the DRPA provided a loan guaranty, of up to $10,000, to NJEDA related to properties leased by L3 Communications in Camden, NJ. On February 6, 2015, the Authority entered into a “Mutual Release of Guaranty” agreement with NJEDA, wherein both parties released each other from any obligations under the DRPA Guaranty of $10,000. As of this date, the only remaining loan guaranty is with the Home Port Alliance (USS Battleship NJ) in the amount of $800. Loan Guarantee - Home Port Alliance: At the April 2015, meeting, the Authority’s Board approved DRPA-15-048, entitled “Loan Guaranty Battleship”, authorizing staff to provide a loan guaranty, in the amount of $800, for a period of ten (10) years, provided that the loan be fully amortized in that time period.


32300 RSI-1


Required Supplementary Information (Unaudited)Schedule of Funding Progress for Health Benefits Plan


ActuarialAccruedLiability UAAL as a

Actuarial (AAL) - Unfunded PercentageActuarial Value of Projected AAL Funded Covered of CoveredValuation Assets Unit Credit (UAAL) Ratio Payroll Payroll

Date (a) (b) (b-a) (a/b) (c) [(b-a)/c]

01/01/13 - 112,923$ 112,923$ - 43,453$ 259.9%

01/01/11 - 113,422$ 113,422$ - 46,949$ 241.6%

01/01/09 - 132,467$ 132,467$ - 51,071$ 259.4%


32300 Exhibit S-1


Combined Supplemental Schedule of Net Position Information by FundDecember 31, 2014


Maintenance Combined CombinedCapital Revenue Reserve General Bond ProjectFund Fund Fund Fund Funds Funds Total


Cash and cash equivalents 1,633$ 29,416$ 31,049$ Investments 1,001 433,115 434,116Accounts receivable, net of allowance

for uncollectibles 4,064 5,073 9,137Accrued interest receivable 426 426Transit system and storeroom inventories 416 5,584 6,000Economic development loans - current 3,774 3,774Prepaid expenses 3,418 1,835 5,253Restricted assets

Cash and cash equivalents 2,710 537$ 3,247Investments 12,909 4,689$ 206,933$ 16,161 240,692Accrued interest receivable 4 4

Total current assets - 26,151 4,689 479,223 206,933 16,702 733,698

Noncurrent AssetsRestricted investments for capital projects - - - - - 239,730 239,730

Capital assets, net of accumulateddepreciation

Land 74,200$ 25 74,225Construction in progress 348,278 348,278Bridges and related buildings

and equipment 616,193 616,193 Transit property and equipment 307,436 307,436Port enhancements 1,890 1,890

Total capital assets 1,347,997 - - 25 - - 1,348,022

OtherEconomic development loans, net of

allowance for uncollectibles 14,169 14,169Debt insurance costs, net

of amortization 991 304 1,295

Total other assets 991 - - 14,473 - - 15,464

Total noncurrent assets 1,348,988 - - 14,498 - 239,730 1,603,216

Total assets 1,348,988 26,151 4,689 493,721 206,933 256,432 2,336,914

Deferred Outflows of ResourcesAccumulated decrease in fair value of hedging

derivatives 116,424 116,424Loss on refunding of debt 7,735 4,604 12,339

Total deferred outflows of resources 124,159 - - 4,604 - - 128,763

(Continued)


32300 Exhibit S-1


Combined Supplemental Schedule of Net Position Information by FundDecember 31, 2014




Accounts payableRetained amounts on contracts 135$ 10,255$ 10,390$ Other 12,540 14,866 27,406

Accrued liabilitiesClaims and judgments 58 663 721Self-insurance 1,120 880 2,000Pension 706 1,954 2,660Sick and vacation leave benefits 663 312 975Other 433 1,051 1,484

Unearned revenue 618 3,803 4,421Liabilities payable from restricted assets

Accrued interest payable 24,285$ 24,285Bonds payable - current 37,920$ 9,465 47,385

Total current liabilities 37,920 16,273 - 43,249 24,285 - 121,727

Noncurrent LiabilitiesAccrued liabilities

Claims and judgments 162 1,774 1,936Self-insurance 1,435 1,148 2,583Sick and vacation leave benefits 1,980 943 2,923Other 21,175 10,270 31,445

Unearned revenue 4,908 4,908Premium payment payable - derivative

companion instrument 29,335 29,335Derivative instrument - interest rate swap 116,490 692 117,182Bonds payable, net of unamortized discounts

and premiums 1,382,804 182,989 1,565,793

Total noncurrent liabilities 1,528,629 29,660 - 197,124 692 - 1,756,105

Total liabilities 1,566,549 45,933 - 240,373 24,977 - 1,877,832

Net Position Net investment in capital assets (64,993) 25 239,730$ 174,762

Restricted for:Debt requirements 13,346 3,000$ 181,956 198,302Port projects 16,702 16,702

Unrestricted (deficiency) (28,409) (33,128) 1,689 257,927 198,079

Total net position (93,402)$ (19,782)$ 4,689$ 257,952$ 181,956$ 256,432$ 587,845$


32300 Exhibit S-2


Combined Supplemental Schedule of Changes in Fund Net Position Information by Fund For the Year Ended December 31, 2014



Net Position (Deficiency), January 1 (201,717)$ (27,253)$ 4,541$ 203,189$ 168,635$ 363,994$ 511,389$

Revenues and ExpensesOperating revenues 304,969 25,913 330,882Operating expenses (57,425) (49,824) (54,706) (161,955)General administration expenses (41,058) (289) (41,347)Investment income 799 361 148 3,280 3,738 153 8,479Interest expense (718) 1,234 (78,893) (78,377)Economic development activities (2,401) (2,401)Other nonoperating revenues (expenses) (40) (1) 3,478 3,437Other grant revenues 1,307 1,307

Total revenues and expenses (57,384) 214,447 148 (22,184) (75,155) 153 60,025

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

Interfund Transfers and PaymentsBond service (87,969) (43,409) 131,378Funds free and clear of any lien or pledge (119,033) 119,033Funds for permitted capital expenditures 105,638 (105,638)Retirement of bonds 29,455 9,195 (38,650)Funds for permitted port projects 2,077 (2,077)Capital additions 131,992 (131,992)Net equity transfers 4,252 26 (26) (4,252)

Total interfund transfers and payments 165,699 (206,976) - 60,516 88,476 (107,715)

Net Position (Deficiency), December 31 (93,402)$ (19,782)$ 4,689$ 257,952$ 181,956$ 256,432$ 587,845$


32300 Exhibit S-3


Supplemental Schedule of Net Position Information for Bond and Project FundsDecember 31, 2014


1998 1999 2001Bond Bond Port District 1999 Port District Port District 2013 Total

Reserve Service Project Project Project Project Project CombinedFund Fund Fund Fund Fund Fund Fund Funds


Cash and cash equivalentsRestricted assets

Cash and cash equivalents 4$ 60$ 473$ 537$ Investments 134,447$ 72,486$ 15,156 1,005$ 223,094Accrued interest receivable 4 4

Total current assets 134,447 72,486 4 60 15,633 1,005 - 223,635

Noncurrent AssetsRestricted investments for capital projects 239,730$ 239,730

Total assets 134,447 72,486 4 60 15,633 1,005 239,730 463,365


Liabilities payable from restricted assetsAccrued interest payable 24,285 24,285

Total current liabilities - 24,285 - - - - - 24,285

Noncurrent LiabilitiesDerivative instrument - interest rate swap 692 692

Total noncurrent liabilities 692 - - - - - - 692

Total liabilities 692 24,285 - - - - - 24,977

Net PositionNet investment in capital assets 239,730 239,730Restricted for

Revenue and port district project bonds 133,755 133,755Revenue and port district bond service 48,201 48,201Port projects 4 60 15,633 1,005 16,702

Total net position 133,755$ 48,201$ 4$ 60$ 15,633$ 1,005$ 239,730$ 438,388$


32300 Exhibit S-4


Supplemental Schedule of Changes in Net Position Information for Bond and Project FundsFor the Year Ended December 31, 2014


1998 1999 2001Bond Bond Port District 1999 Port District Port District 2013 Total

Reserve Service Project Project Project Project Project CombinedFund Fund Fund Fund Fund Fund Fund Funds

Net Position, January 1 130,019$ 38,616$ 4$ 60$ 17,212$ 1,502$ 345,216$ 532,629$

Revenues and Expenses:Investment income 3,736 2 1 152 3,891Interest expense (78,893) (78,893)

Total revenues and expenses 3,736 (78,891) - 1 152 (75,002)

Interfund Transfers and Payments:Bond service 131,378 131,378Funds for permitted capital expenditures (105,638) (105,638)Retirement of bonds (38,650) (38,650)Funds for permitted port projects (1,580) (497) (2,077)Net equity transfers (4,252) (4,252)

Total interfund transfers and payments - 88,476 - - (1,580) (497) (105,638) (19,239)

Net Position, December 31 133,755$ 48,201$ 4$ 60$ 15,633$ 1,005$ 239,730$ 438,388$


32300 Exhibit ST-1


Financial Trend DataLast Ten Fiscal Years

(amounts expressed in thousands)Unaudited

NET POSITION

2014 * 2013 * 2012 * 2011 * 2010 * 2009 * 2008 2007 2006 2005

Net investment in capital assets 174,762$ 213,138$ 272,905$ 214,632$ 239,390$ 325,973$ 281,146$ 245,959$ 244,194$ 245,211$ Restricted 215,004 159,521 143,692 185,219 158,589 142,435 147,850 176,895 199,758 236,796Unrestricted (deficiency) 198,079 138,730 2,232 (67,153) (111,050) (138,043) (94,317) (92,855) (113,329) (158,624)

Total Net Position 587,845$ 511,389$ 418,829$ 332,698$ 286,929$ 330,365$ 334,679$ 329,999$ 330,623$ 323,383$

CHANGES IN NET POSITION

2014 * 2013 * 2012 * 2011 * 2010 * 2009 * 2008 2007 2006 2005Operating RevenuesBridges:

Tolls 297,267$ 293,863$ 292,810$ 267,685$ 243,879$ 242,620$ 208,856$ 196,069$ 194,958$ 190,930$ Other operating revenues 7,702 6,451 6,372 5,049 4,753 4,944 5,815 5,540 4,170 4,219

Total bridge operating revenues 304,969 300,314 299,182 272,734 248,632 247,564 214,671 201,609 199,128 195,149

Transit system:Passenger fares 24,257 25,908 26,035 24,004 21,956 22,028 21,459 18,978 19,014 19,067Other operating revenues 1,506 1,699 1,957 1,817 1,968 1,606 1,507 1,438 1,600 1,871

Total transit system operatingrevenues 25,763 27,607 27,992 25,821 23,924 23,634 22,966 20,416 20,614 20,938

Port of Philadelphia and Camden:Ameriport 1,838Cruise terminal 2 369 309 571 683 1,043 1,608 1,264RiverLink 68 61 62 73 50 72 51

Total Port of Philadelphia andCamden - - 2 437 370 633 756 1,093 1,680 3,153

Other:Miscellaneous 150 203 224 556 1,801 1,456 590 852 1,697 623

Total operating revenues 330,882 328,124 327,400 299,548 274,727 273,287 238,983 223,970 223,119 219,863

Operating ExpensesOperations 100,596 97,436 98,581 94,259 99,518 97,735 100,515 94,762 88,482 82,239Community impact 3,745 3,688 3,611 3,560 3,473 3,483 3,380 3,306 3,198 3,078General and administration 41,347 38,932 44,277 40,536 46,272 35,457 34,974 31,025 27,780 26,857Port of Philadelphia and Camden 189 62 29 246 824 1,269 1,447 1,698 1,824 3,548Depreciation 57,425 54,801 55,018 49,216 47,751 45,776 45,486 44,634 42,355 38,432

Total operating expenses 203,302 194,919 201,516 187,817 197,838 183,720 185,802 175,425 163,639 154,154

Operating Income 127,580 133,205 125,884 111,731 76,889 89,567 53,181 48,545 59,480 65,709

Nonoperating Revenues (Expenses)Interest revenue (net of change in fairvalue of derivative instruments) 8,479 4,628 7,638 13,633 (25,867) 8,718 17,592 26,704 28,383 27,282

Interest expense (78,377) (58,784) (66,540) (77,870) (72,527) (65,584) (75,654) (74,668) (78,267) (72,213)Amortization expense (100) (100) (100) (100) (1,511) (1,356) (1,353) (1,353) (1,346) (2,059)Economic development activities (2,401) (4,371) (8,695) (2,025) (39,657) (26,794) (3,960) (9,841) (7,050) (9,704)Other 4,844 2,825 4,276 3,055 (1,366) (985) 457 (35) (1,065) (1,533)Bond issuance costs (2,516) (1,374)Loss on abandonment of AerialTram project (18,318)

Loss on disposal of capital assets (7,929)

Total nonoperating revenues (expenses) (67,555) (58,318) (64,795) (89,554) (140,928) (86,001) (62,918) (59,193) (59,345) (58,227)

Income (Loss) Before CapitalContributions 60,025 74,887 61,089 22,177 (64,039) 3,566 (9,737) (10,648) 135 7,482

Capital ContributionsFederal and state capitalimprovement grants 16,431 17,673 25,042 33,021 20,603 11,443 14,417 10,024 12,076 7,786

Discontinued OperationsLoss on disposal of Ameriport - - - - - - - - (4,971) -

Change in Net Position 76,456$ 92,560$ 86,131$ 55,198$ (43,436)$ 15,009$ 4,680$ (624)$ 7,240$ 15,268$

* Figures for the years 2014, 2013, 2012, 2011 and 2009 include the implementation of Governmental Accounting Standards Board Statement No. 53, Accounting and Financial Reporting for Derivative Instruments . Figures for 2014, 2013, 2012 and 2011 include the implementation of Governmental Accounting Standards Board Statement No. 65, Items Previously Reported as Assets and Liabilities. Figures for the years 2010 and 2009 have been restated to remove the projected cost of bridge repainting.


32300 Exhibit ST-2


Revenue Capacity DataLast Ten Fiscal Years

Unaudited

MAJOR REVENUES BY SOURCE (In Thousands)

2014 2013 2012 2011 2010 2009 2008 2007 2006 2005

Bridge operating revenues 304,969$ 300,314$ 299,182$ 272,734$ 248,632$ 247,564$ 214,671$ 201,609$ 199,128$ 195,149$ PATCO transit system operating revenues 25,763 27,607 27,992 25,821 23,924 23,634 22,966 20,416 20,614 20,938Port of Philadelphia and Camden 2 437 370 633 756 1,093 1,680 3,153Investment income 6,909 5,581 5,803 4,968 8,176 9,252 17,592 26,704 28,383 27,282

Total revenues 337,641$ 333,502$ 332,979$ 303,960$ 281,102$ 281,083$ 255,985$ 249,822$ 249,805$ 246,522$

TOLL REVENUE BY BRIDGE (In Thousands)

2014 2013 2012 2011 2010 2009 2008 2007 2006 2005

Walt Whitman Bridge 116,256$ 111,256$ 111,900$ 103,191$ 95,180$ 96,319$ 82,198$ 77,109$ 77,528$ 76,255$ Ben Franklin Bridge 97,923 101,094 100,443 89,824 80,083 79,848 67,188 62,235 61,577 60,550Betsy Ross Bridge 33,408 33,578 34,084 32,295 30,610 29,062 27,590 26,734 26,906 26,305Commodore Barry Bridge 49,680 47,935 46,383 42,375 38,006 37,391 31,880 29,991 28,947 27,820

Total toll revenues 297,267$ 293,863$ 292,810$ 267,685$ 243,879$ 242,620$ 208,856$ 196,069$ 194,958$ 190,930$

BRIDGE CASH TOLL RATES

2014 2013 2012 2011 2010 2009 2008 2007 2006 2005

Class 1 - Motorcycle 5.00$ 5.00$ 5.00$ 5.00$ 4.00$ 4.00$ 4.00$ 2.00$ 2.00$ 2.00$ Class 2 - Automobile 5.00 5.00 5.00 5.00 4.00 4.00 4.00 3.00 3.00 3.00Class 3 - Two axle trucks 15.00 15.00 15.00 15.00 12.00 12.00 12.00 9.00 9.00 9.00Class 4 - Three axle trucks 22.50 22.50 22.50 22.50 18.00 18.00 18.00 13.50 13.50 13.50Class 5 - Four axle trucks 30.00 30.00 30.00 30.00 24.00 24.00 24.00 18.00 18.00 18.00Class 6 - Five axle trucks 37.50 37.50 37.50 37.50 30.00 30.00 30.00 22.50 22.50 22.50Class 7 - Six axle trucks 45.00 45.00 45.00 45.00 36.00 36.00 36.00 27.00 27.00 27.00Class 8 - Bus 7.50 7.50 7.50 7.50 6.00 6.00 6.00 4.50 4.50 4.50Class 9 - Bus 11.25 11.25 11.25 11.25 9.00 9.00 9.00 6.75 6.75 6.75Class 10 - Senior citizen (with ticket only) 2.50 2.50 2.50 2.50 2.00 2.00 2.00 1.00 1.00 1.00Class 13 - Auto w/trailer (1 axle) 8.75 8.75 8.75 8.75 6.00 6.00 6.00 5.25 5.25 5.25Class 14 - Senior citizens (with 2 tickets only) - - - - - - - 0.70 0.70 0.70

On September 14, 2008, the Authority implemented a new bridge toll schedule which increased tolls in each vehicle class and restructured the E-ZPass and senior citizen programs. Additionally, passenger fares, with the exception of fares for elderly persons and persons with disabilities, were increased by 10% across all zones. On July 1, 2011, the Authority implemented a new bridge toll schedule which increased tolls in each vehicle class. The Authority also implemented a second 10% increase in PATCO passenger fares.

On September 14, 2008, the Authority implemented a new bridge toll schedule which increased tolls in each vehicle class and restructured the E-ZPass and senior citizen programs. On July 1, 2011, the Authority implemented a new bridge toll schedule which increased tolls in each vehicle class.

The toll rates shown above are cash toll rates in effect for the period indicated. On September 14, 2008, the Authority implemented a new bridge toll schedule which increased tolls in each vehicle class and restructured the E-ZPass and senior citizen programs. On July 1, 2011, the Authority implemented a new bridge toll schedule which increased tolls in each vehicle class.


32300 Exhibit ST-3


Revenue Capacity Data (Continued)Last Ten Fiscal Years

Unaudited

BRIDGE TRAFFIC BY VEHICLE CLASSIFICATION (In Thousands)

2014 2013 2012 2011 2010 2009 2008 2007 2006 2005

Vehicle classification:Automobiles & light trucks 43,644 43,732 43,931 44,757 46,245 46,580 48,310 49,678 49,395 48,667 Trucks 2,713 2,571 2,505 2,542 2,603 2,548 2,890 3,038 3,035 2,974 Buses 228 231 236 250 260 276 287 301 314 317 Senior citizens 1,245 1,344 1,405 1,440 1,305 1,229 1,906 1,998 2,032 2,005 Other 2 2 3 3 1 4 6 61 89 102

Total traffic 47,832 47,880 48,080 48,992 50,414 50,637 53,399 55,076 54,865 54,065

BRIDGE TRAFFIC BY BRIDGE (In Thousands)

2014 2013 2012 2011 2010 2009 2008 2007 2006 2005

Walt Whitman Bridge 18,665 18,086 18,311 18,806 19,579 20,022 20,877 21,473 21,577 21,293Ben Franklin Bridge 17,642 18,292 18,285 18,286 18,459 18,571 19,296 19,759 19,600 19,363Betsy Ross Bridge 4,923 4,993 5,090 5,429 5,821 5,595 6,511 6,900 6,906 6,788Commodore Barry Bridge 6,602 6,509 6,394 6,471 6,555 6,449 6,715 6,944 6,782 6,621

Total traffic 47,832 47,880 48,080 48,992 50,414 50,637 53,399 55,076 54,865 54,065

PATCO TRANSIT SYSTEM OPERATING REVENUES (In Thousands)

2014 2013 2012 2011 2010 2009 2008 2007 2006 2005

Passenger fares 24,257$ 25,908$ 26,035$ 24,004$ 21,956$ 22,028$ 21,459$ 18,978$ 19,014$ 19,067$ Other revenues 1,506 1,699 1,957 1,817 1,968 1,606 1,507 1,438 1,600 1,871

Total operating revenues 25,763$ 27,607$ 27,992$ 25,821$ 23,924$ 23,634$ 22,966$ 20,416$ 20,614$ 20,938$

On September 14, 2008, passenger fares, were increased by 10% across all zones. On July 1, 2011, passenger fares were increased by an additional 10%.

PATCO PASSENGER FARES

2014 2013 2012 2011 2010 2009 2008 2007 2006 2005

Lindenwold / Ashland / Woodcrest 3.00$ 3.00$ 3.00$ 3.00$ 2.70$ 2.70$ 2.70$ 2.45$ 2.45$ 2.45$ Haddonfield / West Haddonfield /

Collingswood 2.60 2.60 2.60 2.60 2.35 2.35 2.35 2.15 2.15 2.15 Ferry Avenue 2.25 2.25 2.25 2.25 2.05 2.05 2.05 1.85 1.85 1.85 New Jersey 1.60 1.60 1.60 1.60 1.45 1.45 1.45 1.30 1.30 1.30 City Hall / Broadway / Philadelphia 1.40 1.40 1.40 1.40 1.25 1.25 1.25 1.15 1.15 1.15

On September 14, 2008, passenger fares, were increased by 10% across all zones. On July 1, 2011, passenger fares were increased by an additional 10%.

PATCO TRANSIT SYSTEM RIDERSHIP (In Thousands)

2014 2013 2012 2011 2010 2009 2008 2007 2006 2005

Passengers 10,007 10,542 10,613 10,506 10,109 10,022 10,338 9,406 9,377 9,363


32300 Exhibit ST-4


Debt Capacity DataLast Ten Fiscal Years


DEBT SERVICE COVERAGE

2014 2013 2012 2011 * 2010 * 2009 * 2008 2007 2006 2005

Revenues available for Debt Service:Bridge operating 304,969$ 300,314$ 299,182$ 272,734$ 248,632$ 247,564$ 214,671$ 201,609$ 199,128$ 195,149$ Interest income 152 152 154 155 156 559 777 3,516 4,392 2,635

305,121 300,466 299,336 272,889 248,788 248,123 215,448 205,125 203,520 197,784

Less expenses:Bridge operating 53,466 53,042 56,325 49,369 52,003 49,924 54,393 52,294 50,644 46,505General and administration 41,347 38,932 44,277 40,536 46,272 35,457 34,974 31,025 27,780 26,856

94,813 91,974 100,602 89,905 98,275 85,381 89,367 83,319 78,424 73,361

Net revenues available for Debt Service:1995 Revenue Bond Indenture 125,096$ 124,423$

Add:Bridge repainting expense 4,363 4,498 3,892$ 3,779$ OPEB Expense (GASB 45) (exclusive of PATCO) 4,694 400 1,635 1,005 6,012 6,012 6,219 6,219 Interest income:

1998, 1999, 2008, 2010 and 2013Revenue Bonds 2,349 2,352 2,086 2,387 983 2,602 3,226 2,989 2,776 3,195

7,043 2,752 3,721 3,392 6,995 8,614 13,808 13,706 6,668 6,974

Net revenues available for Debt Service:1998 Revenue Bond Indenture 217,351$ 211,244$ 202,455$ 186,376$ 157,508$ 171,356$ 139,889$ 135,512$ 131,764$ 131,397$

Debt Service (Revenue Bonds):1995 Revenue Bonds 14,652$ 19,535$ 19,535$ Swap payments (net) 30,134$ 31,825$ 33,248$ 39,249$ 40,687$ 18,793$ 12,634$ 7,045 7,5381998, 1999, Revenue Bonds 6,450 19,391 26,956 42,026 56,839 51,803 48,519 48,5272008 Revenue Bonds 16,836 16,091 16,337 15,532 12,497 12,189 3,5842010 Revenue Refunding and Revenue

Bonds 28,318 15,717 15,986 16,020 7,8232013 Revenue Bonds 23,655 854

Total Debt Service 98,943$ 64,487$ 72,021$ 90,192$ 87,963$ 73,008$ 73,057$ 73,500$ 75,592$ 68,062$

Debt Service coverage (times):1995 Bond Indenture 4.62 6.37

Debt Service coverage (times):1998 Bond Indenture 2.20 3.28 2.81 2.07 1.79 2.35 1.91 1.84 1.74 1.93

* During 2011, the Authority changed its accounting method to remove the projected costs of bridge repainting. Figures for 2010 and 2009 have been restated.

FUNDED DEBT

2014 * 2013 * 2012 * 2011 * 2010 2009 2008 2007 2006 2005

Outstanding Revenue Bond related debt 1,420,724$ 1,450,720$ 978,185$ 1,034,519$ 1,065,375$ 785,075$ 807,890$ 820,392$ 847,472$ 867,277$ Outstanding Port District Project Bond debt 192,454 203,995 209,603 314,470 303,554 321,915 339,645 360,510 364,715 377,932

Total outstanding debt 1,613,178$ 1,654,715$ 1,187,788$ 1,348,989$ 1,368,929$ 1,106,990$ 1,147,535$ 1,180,902$ 1,212,187$ 1,245,209$

* Figures for 2014, 2013, 2012 and 2011 include the implementation of Governmental Accounting Standards Board Statement No. 65, Items Previously Reported as Assets and Liabilities .

RATIO OF DEBT PER CUSTOMER (Based on Revenue Bond Debt)

2014 2013 2012 2011 2010 2009 2008 2007 2006 2005

Outstanding Revenue Bond related debt 1,420,724$ 1,450,720$ 978,185$ 1,034,519$ 1,065,375$ 785,075$ 807,890$ 820,392$ 847,472$ 867,277$ Total annual debt service related to Revenue

Bonds 98,943$ 64,487$ 72,021$ 90,192$ 87,963$ 73,008$ 73,057$ 73,500$ 75,592$ 68,062$ Total traffic 47,832 47,880 48,080 48,992 50,414 50,637 53,399 55,076 54,865 54,065Outstanding Revenue Bond debt per customer 29.70$ 30.30$ 20.34$ 21.12$ 21.13$ 15.50$ 15.13$ 14.90$ 15.45$ 16.04$ Debt service per customer 2.07$ 1.35$ 1.50$ 1.84$ 1.74$ 1.44$ 1.37$ 1.33$ 1.38$ 1.26$

For 2006, the Authority has reflected the net swap debt service expense related to its annual payment under the 1995 Revenue Bond swap, which was exercised in January 2006. The Authority believes that this calculation, based on Generally Accepted Accounting Principles, fairly, clearly and completely represents the economic condition of the Authority as it relates to the debt service coverage calculation. For periods prior to 2006, the schedule reflects calculations made in accordance with the Authority’s 1995 and 1998 Indentures of Trust. The Authority believes that this calculation is also consistent with Generally Accepted Accounting Principles and fairly, clearly and completely represents the economic condition of the Authority as it relates to the debt service coverage calculation for the periods specified. ‘Under a “legally enacted basis” (as prescribed by the governing Revenue Bond Indentures), debt service coverage under the 1995 and 1998 Indentures, for 2006, would be 3.21 and 1.51 times, respectively. (Under a legally enacted basis, only the gross swap interest payment to the counter party, or $19.46 million, is used in the calculation, while the net interest revenue payment of $11.92 million to the Authority is not included in the calculation). In 2007, the supplemental indenture to the 1998 Indenture was revised which changed the “legally enacted basis” calculation to allow for inclusion of the swap interest paid to the Authority in the debt service coverage calculation.


32300 Exhibit ST-5


Demographic and Economic DataLast Ten Fiscal Years

Unaudited

PENNSYLVANIA PORT DISTRICT

2013 2012 2011 2010 2009 2008 2007 2006 2005 2004

Population (1) 4,051,649 4,054,478 4,030,926 4,010,290 4,012,573 3,991,897 3,882,564 3,879,207 3,873,792 3,870,442 Total Personal Income (1) 222,749,066$ 212,668,430$ 204,488,875$ 195,158,270$ 191,619,984$ 189,058,438$ 184,342,322$ 174,120,302$ 164,091,035$ 155,961,239$ Per Capita Personal Income (1) 54,977$ 52,453$ 50,730$ 48,664$ 47,755$ 47,361$ 47,480$ 44,886$ 42,359$ 40,295$ Unemployment Rate (2) 8.67% 8.75% 8.50% 8.71% 7.91% 5.37% 4.36% 4.26% 4.58% 5.00%

Sources:(1) Bureau of Economic Analysis, Regional Economic Accounts, Metropolitan Divisions (Philadelphia, PA Metropolitan Division)(2) United States Department of Labor, Bureau of Labor Statistics, Local Area Unemployment Statistics

PENNSYLVANIA PORT DISTRICT TOP TEN EMPLOYERS

# of Employees % of Employment # of Employees % of Employment

1. 12,632 0.34% 6. Aramark Corp. 10,026 0.27%

2. Merek & Company, Inc. 12,000 0.32% 7. Supervalu Inc. (Acme) 10,000 0.27%

3. University of Pennsylvania Health System 11,908 0.32% 8. Temple University Health System 8,000 0.21%

4. Wal-Mart 11,445 0.30% 9. Children's Hospital 7,800 0.21%

5. Comcast Corporation 10,200 0.28% 10. Tenet Health System 6,021 0.16%

List excludes Federal Government Agencies (Federal Reserve Bank, U.S. Mint, U.S. District Court, Internal Revenue Service and U.S. Military), City Departments (Police and Fire Departments, Streets Department, Courtsand the Water and Gas Company) and area School Systems (including Board of Education).

Source: Select Greater Philadelphia, Regional Data

NEW JERSEY PORT DISTRICT

2013 2012 2011 2010 2009 2008 2007 2006 2005 2004

Population 2,462,132 2,438,673 2,425,526 2,422,041 2,419,475 2,411,118 2,401,441 2,391,435 2,378,301 2,364,176 Total Personal Income 110,208,947$ 103,930,739$ 102,916,280$ 101,195,650$ 99,031,079$ 98,568,702$ 92,444,597$ 89,285,614$ 84,062,922$ 80,794,632$ Per Capita Personal Income 44,762$ 42,618$ 42,430$ 41,781$ 40,931$ 40,881$ 38,495$ 37,336$ 35,346$ 34,175$ Unemployment Rate 10.07% 10.20% 11.10% 11.51% 10.84% 6.07% 5.16% 5.44% 5.14% 5.45%

Source: United States Department of Labor, Bureau of Labor Statistics, Local Area Unemployment Statistics

NEW JERSEY PORT DISTRICT TOP TEN EMPLOYERS

# of Employees % of Employment # of Employees % of Employment

1. Virtua Health 9,000 0.41% 6. Cooper Health System 5,000 0.22%

2. Wells Fargo 8,800 0.40% 7. Kennedy Health System 4,973 0.22%

3. TD Bank 5,900 0.26% 8. St. Barnabus Health Care System 4,600 0.21%

4. Lourdes Health System 5,500 0.25% 9. PHH Mortgage 4,400 0.20%

5. Lockheed Martin Corp. 5,000 0.22% 10. Six Flags Theme Park 4,340 0.19%

List excludes Federal Government Agencies, City Departments, area School Systems (including Board of Education) and NJ Casinos

Sources: Select Greater Philadelphia, Regional Data, Ocean County Data Book, The Press, Atlantic City

EMPLOYMENT SHARES BY SECTOR: GREATER PHILADELPHIA REGION 2013

Albert Einstein Healthcare Network (Jefferson Health System)


32300 Exhibit ST-6


Operating InformationLast Ten Fiscal Years


BRIDGE OPERATING REVENUES

2014 2013 2012 2011 2010 2009 2008 2007 2006 2005

Toll revenues by vehicle classification:Automobiles, light trucks and

commuters 219,197$ 219,379$ 220,379$ 201,483$ 184,439$ 184,260$ 155,009$ 144,835$ 143,843$ 141,057$ Trucks 72,377 68,298 66,087 60,383 54,856 53,697 49,467 47,363 47,145 45,618 Buses 2,278 2,310 2,370 2,271 2,074 2,187 1,640 1,434 1,500 1,515 Senior citizens 3,113 3,360 3,512 3,123 2,308 2,268 2,389 1,999 2,033 2,005 Other 302 516 462 425 202 208 351 438 437 735

Total toll revenues 297,267 293,863 292,810 267,685 243,879 242,620 208,856 196,069 194,958 190,930

Other bridge operating revenues 7,702 6,451 6,372 5,049 4,753 4,944 5,815 5,540 4,170 4,219

Total bridge operating revenues 304,969$ 300,314$ 299,182$ 272,734$ 248,632$ 247,564$ 214,671$ 201,609$ 199,128$ 195,149$

GENERAL EXPENSES BY FUNCTION

2014 2013 2012 2011 2010 2009 2008 2007 2006 2005

Bridge operations:Salaries and employee benefits 35,955$ 34,184$ 32,790$ 30,743$ 31,743$ 32,496$ 31,551$ 30,047$ 29,059$ 26,954$ Equipment and supplies 187 209 159 194 259 212 212 176 156 136Maintenance and repairs 3,905 3,356 1,990 3,327 3,433 3,234 3,417 3,277 2,966 1,511Utilities 2,256 1,591 1,636 1,694 2,819 2,562 2,783 2,621 2,386 1,678Insurance 3,053 5,719 2,877 4,974 5,765 5,130 4,644 5,093 5,813 6,617Other 8,110 7,983 16,873 8,437 12,335 10,442 11,786 11,080 10,264 9,609

Total bridge operations 53,466 53,042 56,325 49,369 56,354 54,076 54,393 52,294 50,644 46,505

PATCO transit system:Maintenance of way and power 11,469 11,263 10,770 10,865 11,261 11,552 10,229 9,774 9,438 8,884Maintenance of equipment 6,728 6,547 6,157 6,149 7,666 7,156 6,696 6,679 6,370 7,046Purchased power 4,712 4,688 4,270 5,230 5,667 5,359 5,656 4,933 4,984 3,335Transportation 16,070 16,015 15,012 14,347 13,986 15,114 14,489 13,015 11,800 11,622General insurance 2,564 1,583 1,276 4,288 876 767 1,256 692 704 823Administration 5,587 4,298 4,771 4,011 8,059 7,863 7,795 7,375 4,542 4,024

Total PATCO transit system 47,130 44,394 42,256 44,890 47,515 47,811 46,121 42,468 37,838 35,734

Community impact 3,745 3,688 3,611 3,560 3,473 3,483 3,380 3,306 3,198 3,078General and administration 41,347 38,932 44,277 40,536 46,272 35,457 34,974 31,025 27,780 26,857Port of Philadelphia and Camden 189 62 29 246 824 1,269 1,447 1,698 1,824 3,548Interest 78,377 58,784 66,540 77,870 72,527 65,584 75,654 74,668 78,267 72,213

Total expenses 224,254$ 198,902$ 213,038$ 216,471$ 226,965$ 207,680$ 215,969$ 205,459$ 199,551$ 187,935$

On September 14, 2008, the Authority implemented a new bridge toll schedule which increased tolls in each vehicle class and restructured the E-ZPass and senior citizen programs. On July 1, 2011, the Authority implemented a new bridge toll schedule which increased tolls in each vehicle class.

Since 2010, general expenses at DRPA and PATCO have shown a downward trend, decreasing from $226.96 million in 2010 to $198.55 million, a 12.5% decrease over the period. Total expenses for 2012 dropped below $200 million annually, the first time this has happened since 2006.


32300 Exhibit ST-7


Operating Information (Continued)Last Ten Fiscal Years

Unaudited

OPERATING STATISTICS (In Thousands)

2014 2013 2012 2011 2010 2009 2008 2007 2006 2005

DRPA:Total traffic 47,832 47,880 48,080 48,992 50,414 50,637 53,399 55,076 54,865 54,065 Non-commercial traffic 45,119 45,309 45,575 46,450 47,811 48,089 50,509 52,038 51,830 51,091 Commercial traffic 2,713 2,571 2,505 2,542 2,603 2,548 2,890 3,038 3,035 2,974 Average daily traffic 131 131 132 134 138 139 146 151 150 148 Average toll per customer 6.21$ 6.14$ 6.09$ 5.46$ 4.84$ 4.79$ 3.91$ 3.56$ 3.55$ 3.53$ E-ZPass traffic 30,182 29,635 29,098 28,983 28,911 28,367 28,130 27,987 26,946 25,522 % of E-ZPass traffic 63.1% 61.9% 60.5% 59.2% 57.3% 56.0% 52.7% 50.8% 49.1% 47.2%

PATCO:Total passengers 10,007 10,542 10,613 10,506 10,109 10,022 10,338 9,406 9,377 9,363 Average daily passengers 27 29 29 29 28 27 28 26 26 26 Average fare per passenger 2.42$ 2.46$ 2.45$ 2.28$ 2.17$ 2.20$ 2.08$ 2.02$ 2.03$ 2.04$

Average fare per passenger based on PATCO net passenger fare revenues.

FULL-TIME AUTHORITY EMPLOYEES

2014 2013 2012 2011 2010 2009 2008 2007 2006 2005

DRPA 564 572 567 564 582 595 589 589 553 554 PATCO 302 308 296 302 309 305 301 302 355 358

Total full-time 866 880 863 866 891 900 890 891 908 912

CAPITAL EXPENDITURES (In Thousands)

2014 2013 2012 2011 2010 2009 2008 2007 2006 2005

Bridge and transit system 131,992$ 87,468$ 118,056$ 158,812$ 71,494$ 75,481$ 58,498$ 23,395$ 31,109$ 44,501$

CAPITAL ASSET STATISTICS

2014 2013 2012 2011 2010 2009 2008 2007 2006 2005Facility - Lane Miles

Walt Whitman BridgeMain Span (lane miles) 14.7 14.7 14.7 14.7 14.7 14.7 14.7 14.7 14.7 14.7Miles per Lane 2.1 2.1 2.1 2.1 2.1 2.1 2.1 2.1 2.1 2.1Number of Lanes 7 7 7 7 7 7 7 7 7 7

Ben Franklin BridgeMain Span (lane miles) 12.67 12.67 12.67 12.67 12.67 12.67 12.67 12.67 12.67 12.67Miles per Lane 1.81 1.81 1.81 1.81 1.81 1.81 1.81 1.81 1.81 1.81Number of Lanes 7 7 7 7 7 7 7 7 7 7

Betsy Ross BridgeMain Span (lane miles) 7.5 7.5 7.5 7.5 7.5 7.5 7.5 7.5 7.5 7.5Miles per Lane 1.25 1.25 1.25 1.25 1.25 1.25 1.25 1.25 1.25 1.25Number of Lanes 6 6 6 6 6 6 6 6 6 6

Commodore Barry BridgeMain Span (lane miles) 14.0 14.0 14.0 14.0 14.0 14.0 14.0 14.0 14.0 14.0Miles per Lane 2.8 2.8 2.8 2.8 2.8 2.8 2.8 2.8 2.8 2.8Number of Lanes 5 5 5 5 5 5 5 5 5 5

Track MileagePATCO Transit System 14.9 14.9 14.9 14.9 14.9 14.9 14.9 14.9 14.9 14.9

Number of PATCO NJ Stations 9 9 9 9 9 9 9 9 9 9Number of PATCO PA Stations 4 4 4 4 4 4 4 4 4 4


32300 Exhibit ST-8


Operating Information (Continued)Last Ten Fiscal Years

Unaudited

BRIDGE & PATCO OPERATIONS

DRPA Bridge Traffic 2005-2014 DRPA Bridge Toll Revenues 2005-2014(in millions of vehicles) (in millions of dollars)

PATCO Passenger Ridership 2005-2014 PATCO Passenger Fare Revenues 2005-2014(in millions of passengers) (in millions of dollars)

Note:

On September 14, 2008, the Authority implemented a new bridge toll schedule which increased tolls in each vehicle class and restructured the E-ZPass and senior citizen program. PATCO fares also increased.

On July 1, 2011, the Authority implemented a 25% across-the-board toll increase and a 10% PATCO passenger fare increase.

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NEW BUSINESS

SUMMARY STATEMENT

ITEM NO.: DRPA-15-076 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-15-076New Business: June 17, 2015

Board Date: June 17, 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) – JUNE 17, 2015

DRPA

Item # Vendor/Contractor Description Amount Procurement Method Bids Received Bid Amounts Source of Funds

1 Reuter-Hanney Co. Inc.Ivyland, PA

Purchase of SwitchgearTesting, Maintenance andCalibration at the WaltWhitman Bridge Facility.

$25,700.00 Competitive Formal Bid- IFBB0006326 was publicly advertisedand issued to eight (8) prospectivebidders. Four (4) bids were receivedand publicly opened on May 21,2015.

1. Reuter-Hanney Co. Inc.Ivyland, PA

2. M+L Power SystemsOld Bridge, NJ

3. Trace TestingHamilton, NJ

4. Chammings ElectricVineland, NJ

1. $25,700.00

2. $36,500.00

3. $58,575.00

4. NO BID

General Fund

2 Pioneer Supply Co. Inc.Pittsburgh, PA

Purchase and Installation ofOne (1) RollsRoller FlatbedApplicator at the WaltWhitman Bridge Facility.

$30,302.00 Competitive Formal Bid- IFBB0006325 was publicly advertisedand issued to five (5) prospectivebidders. Two (2) bids were receivedand publicly opened on May 27,2015.

1. Pioneer Supply Co. Inc.Cinnaminson, NJ

2. Wensco Sign SupplyBelmont, MI

1. $30,302.00

2. NON-RESPONSIVE

General Fund

3 SHI (Software HouseInternational)Somerset, NJ

One (1) year maintenanceagreement for LawSoftsoftware. LawSoft is thesoftware utilized by theAuthority's Public Safetydepartment for computer-aided dispatch. Thismaintenance keeps up todate with the latest softwareupgrades as well astechnical support.

$28,540.88 In accordance with New Jersey StateContract #M-0003, vendor award#77560.

1. SHI (Software HouseInternational)Somerset, NJ

1. $28,540.88 Revenue Fund

CONSIDERATION OF PENDING DRPA CONTRACTS (BETWEEN $25,000 - $100,000) – JUNE 17, 2015

DRPA(CONT’D)


4 JPC Group, Inc.Blackwood, NJ

Purchase and Installation ofNew Water Line Service atthe Ben Franklin Bridge 4thStreet Abutment Garage -Philadelphia, PA.

$45,000.00 Competitive Formal Bid- IFBB0006317 was publicly advertisedand issued to seventeen (17)prospective bidders. Four (4) bidswere received and publicly openedon April 30, 2015.

1. JPC Group, IncBlackwood, NJ

2. Seravelli, Inc.Philadelphia, PA

3. East Coast Minority SupplyWilmington, DE

4. Winzinger, Inc.Hainesport, NJ

1. $45,000.00

2. $84,500.00

3. $120,000.00

4. NO BID

General Fund

5 SimplexGrinnellCranberry Township, PA

One (1) year maintenanceagreement for AccessControl System hardwareand software maintenancefor One Port Center/DRPAHeadquarters and all DRPAbridge facilities.

$34,150.00 In accordance with Commonwealth ofPennsylvania Contract#4400010438.

1. SimplexGrinnellCranberry Township, PA


6 EEOC Training InstituteMcLean, VA

Provide in-house 2015EEOC training to DRPA andPATCO employees.

$34,000.00 Sole Source Provider - see attachedSole Source Justification Memomarked as Exhibit "1".

1. EEOC Training InstituteMcLean, VA


SUMMARY STATEMENT

ITEM NO.: DRPA-15-077 Interim Collective BargainingAgreements Extension

COMMITTEE: N/A

COMMITTEE MEETING DATE: New Business


PROPOSAL: That the Board of Commissioners of the Delaware River PortAuthorize (DRPA) authorize staff to negotiate an extension ofthe Benefit Contribution Agreements with Teamsters Local676 and the International Union of Operating Engineers(IUOE) Local 542 for a term of July 1, 2015 throughSeptember 30, 2015, and permit staff to use its discretion withregard to entering into an optional three (3) month extensionthrough December 31, 2015.

PURPOSE: To temporarily provide payment of rates with the intent tocontinue Health and Welfare and Pension coverage for ourTeamster employees and Health and Welfare Coverage for ourIUOE employees, recognizing that any additional rates paidwill be credited at the time of final settlement of theAgreements.

BACKGROUND: The Collective Bargaining Agreement (“CBA”) between PATCOand the Teamsters Local 676 expired May 31, 2011, and the CBAbetween the DRPA and the IUOE Local 542 expired on December31, 2012. The parties have been adhering to the terms of thoseCBAs since those dates and DRPA has continued to contribute tothe respective Health and Welfare Funds at a rate prescribed bythe Funds, per month, per employee. The Trustees of both fundshave indicated that they would discontinue the employees’ healthbenefits if contributions were discontinued or payments are notmade at the prevailing rates the Trustees have established.Similarly, the Trustees of the Teamsters Pension Fund haveindicated that a failure to pay contributions at the level prevailingform time-to-time could result in a “withdrawal” from the Fundand the imposition of withdrawal liability on DRPA. In order toavoid cessation or interference with our Teamster and IUOEemployees’ healthcare coverage or our Teamster employees’pension coverage, the DRPA, for a prospective period of three (3)months, with the option of an additional three (3) monthextension, agrees to provide payment of prescribed contributions,recognizing that the money paid will be credited at the time offinal settlement of the Agreements.

SUMMARY STATEMENT Interim Collective BargainingAgreements Extension

SUMMARY: Amount:Source of Funds: General FundCapital Project #: N/AOperating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: N/A

DRPA-15-077Committee: New BusinessBoard Date: June 17, 2015

Interim Collective Bargaining Agreements Extension

RESOLUTION

RESOLVED: That the Board of Commissioners of the DRPA authorize staff tonegotiate an extension of the Benefit Contribution Agreements forTeamsters Local 676 and IUOE Local 542 for a term of July 1, 2015through September 30, 2015, and permit staff to use its discretionwith regard to entering into a three (3) month extension throughDecember 31, 2015, to temporarily provide payment of rates withthe intent to continue Health and Welfare coverage for ourTeamster and IUOE employees and pension benefits for ourTeamster employees, recognizing that any additional rates paid willbe credited at the time of final settlement of the Agreements.

RESOLVED: 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 ofthe DRPA. If such agreements, contracts, or other documents havebeen approved by the Chairman, Vice Chairman and ChiefExecutive Officer and if thereafter either the Chairman or ViceChairman is absent or unavailable, the remaining Officer mayexecute the said document(s) on behalf of DRPA along with theChief Executive Officer. If both the Chairman and Vice Chairmanare 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:Source of Funds: General FundCapital Project #: N/AOperating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: N/A

DELAWARE RIVERPORT AUTHORITY

&PORT AUTHORITY TRANSIT CORP.

BOARD MEETING

Wednesday, June 17, 2015One Port Center

Board RoomCamden, NJ

9:00 a.m.

John Hanson, Chief Executive Officer

PATCO BOARD

PORT AUTHORITY TRANSIT CORPORATIONBOARD MEETING

Wednesday, June 17, 2015 at 9:00 a.m.One Port Center, 11th Floor, Board Room

Camden, New JerseyORDER OF BUSINESS

1. Roll Call

2. Report of the General Manager - June 2015

3. Approval of May 20, 2015 PATCO Board Meeting Minutes

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

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

6. Balance Sheet and Equity Statement dated April 30, 2015

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

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

PATCO-15-014 Installation of Cameras for PATCO Station Bike Racks

PATCO-15-015 Rental Uniforms and Laundry Services for PATCO

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

10. Adopt Resolutions Approved by Finance Committee of June 3, 2015

PATCO-15-016 Approval of New PATCO Fare Schedule for Pope’sVisit on September 26 and 27, 2015

PATCO-15-017 PATCO FREEDOM Card Acceptance on SEPTAKey System readers – Amendment to Tariff 112(Supplement 16)

11. Unfinished Business

12. New Business

PATCO-15-018 Consideration of Pending PATCO Contracts(Between $25,000 and $100,000)

13. Adjournment

GENERAL MANAGER’S REPORT

REPORT OF THE GENERAL MANAGER

As stewards of public assets, we provide for the safe and efficient operation

of transportation services and facilities in a manner that creates value for the public we serve.

June 17, 2015

To the Commissioners: The following is a summary of recent PATCO activities, with supplemental information attached. HIGHLIGHTS

STEWARDSHIP Introduction of Refurbished Trains – On May 28 the first refurbished cars re-entered revenue service. U.S. Representatives Bob Brady and Donald Norcross, NJ State Senate President Steve Sweeney and DRPA/PATCO officials celebrated this exciting milestone, cutting the ribbon on the first of the 120 cars to be rehabilitated by Alstom Transport. Customers are especially pleased with the upgrades to the communications system, which includes both visual and audio automated station announcements, external speakers, video displays, and an intercom to the train operator in case of emergency. In addition to all new seats and slip-resistant flooring, each car can accommodate wheelchairs and bicycles. New windows, lighting, HVAC, and propulsion and braking controls also provide an enhanced travel experience for our customers. New Signage and Variable Message Systems – The installation of LCDs and LEDs to improve communication with our customers in our stations and on the platforms is nearing completion. The next step in this project is training of staff to program the messages to be displayed through these media.

General Manager’s Report – for June 17, 2015 Meeting

SERVICE On-Time Performance – PATCO’s on-time performance in May, 2015 was 97.64%. Our on-time performance so far in 2015 is 97.48%. Escalators / Elevators – Elevator availability for the month of May was 98.5%. Availability of all escalators was 96%, significantly exceeding the 90% goal. Year to date averages are 99.3% for elevators and 92.5% for escalators.

COMMUNITY School Field Trips – In May PATCO hosted one class traveling from New Jersey into Center City and two schools traveling from Center City to Camden for educational field trips. As approved by the Board, PATCO facilitates the purchase of one-ride tickets for each participant, effectively halving the cost of the students’ round trip. FINANCE

PATCO Income year to date (through 4/30/15) amounted to $8,498,251 compared with a Budget Anticipated Income of $8,772,545, an unfavorable variance of $274,294 or 3.13%. Operating expenses during April 2015 amounted to $4,157,626, compared with a Budget Anticipated Expense of $4,136,069, an unfavorable variance of $21,557 or 0.52%. Year to date expenses totaled $15,693,960, compared with a Budget Anticipated Expense of $17,365,112, a favorable variance of $1,671,152 or 9.62%. During the month of April 2015, PATCO experienced a Net Operating Loss (excluding rental and non-recurring charges) of $1,927,682. The cumulative Net Operating Loss (excluding rental and non-recurring charges) through 4/30/15 totaled $7,195,709. Total Cumulative Loss year to date (including Lease Rental charges) equaled $9,236,373. Net Transit Loss (including lease expense) for the month ending 4/30/15 was $2,437,849. The passenger count for the month of April 2015 totaled 866,830, a decrease of 9,564 (-1.09%) when compared to April 2014. Ridership for the year to date as of 4/30/15 totaled 3,293,072, a decrease of 16,335 (-0.49%) when compared to the same period of 2014.

Through April 30, 2015

2015 Budget

2015 Actual

Variance

Income $8,772,545 $8,498,251 $274,294 U Expenses $17,365,112 $15,693,960 $1,671,152 F Operating Ratio .5052 .5415 Passengers 3,443,118 3,293,072 150,046 U Car Miles 1,598,379 1,575,436 22,943

PERSONNEL TRANSACTIONS

The following personnel transactions occurred in May, 2015: NAME POSITION DEPT. DATE APPOINTMENT(S) - None APPOINTMENT(S) – TEMPORARY - None PROMOTION(S) - None UPGRADE - None TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION Phil P. Olivo, Jr. From: Fare Collection Foreman Fare Collection To: Acting Manager, Fare Collection Fare Collection 5/02/15 – 7/02/15 Raymond C. Lewis From: Manager, Mechanical & Custodial Equipment To: Acting Technical Supervisor Equipment 5/30/15 – 7/31/15 Albert J. Profico, Sr. From: Mechanical Foreman Equipment To: Acting Manager, Mechanical & Custodial Equipment 5/30/15 – 7/31/15 TRANSFER(S) John Dobleman From: Track Foreman Way & Power To: Maintenance Foreman Way & Power 5/16/15


RESIGNATION(S) Bruce J. Ruhl Train Operator Transit Services 5/02/15 RETIREMENT(S) Michael D. Miller Maintenance Mechanic 1/C Equipment 5/15/15 Madeline Gorko Train Operator Transit Services 5/28/15 DECEASED John Moody Custodian Way Power 5/13/15 PURCHASING & MATERIAL MANAGEMENT During the month of May, 138 purchase orders were issued with a total value of $707,960. Of the $31,543 in monthly purchases where minority vendors could have served PATCO needs, $9,735 was awarded to MBEs and $4,246 to WBEs. The $13,981 total MBE/WBE purchases represent 1.9% of the total spent and 44.3% of the purchases available to MBE/WBEs. The storeroom completed 3,077 transactions in May; book value of inventory on hand at the end of the month was $5,417,075. TRANSIT SERVICES The on-time performance for the 4,494 scheduled trips in May was 97.64%. PATCO’s performance was 100% on 7 days this month. The number of incidents in May 2015 was again less than the comparable period in 2014. Although we conducted extensive training prior to introduction of the refurbished cars into service, we are experiencing minor “growing pains” as train operators become comfortable with the new equipment.


MAINTENANCE The following significant maintenance initiatives progressed in May:

Two (2) rebuilt motors are available for installation as needed. Fifteen (15) motors are being processed for shipment, and seventy-three (73) motors are at vendors for repair. All vendors were asked to provide a 30-day look ahead schedule: o Swinger – 33 at their facility – pending reply o Ram – 23 at their facility – pending reply o Sherwood – 17 at their facility – 4 this week and pending reply

Equipment Defect, 40%

Lack of Equipment, 2%

W&P Elec - Signal - Radio, 6%

Speed Restrictions,

2%

Passenger Issues, 2%

Trespasser, 4%

Public Safety Issues, 4%

Transit Operations, 13%

Other, 26%

Doors 7 Propulsion 4 Brake/Comp 2 OLCB 2 Unusual noise 2 Suspension 1 Other 1

Familiarization w/ Alstom Cars 6 President's Visit 2 Heavy volume 2 Track Spike 1 Slippery rail 1

May Incidents


As reported previously, we have established a goal of 50 truck overhauls in 2015. Thirteen (13) trucks have been assembled so far this year, with two (2) additional units in the works. Lack of available motors and gear boxes is impeding progress.

No (0) rebuilt gearboxes are available, and no (0) wheelsets are assembled and ready for truck building. We are still relying primarily on UTC to support our gearbox overhaul program. Sixty-two (62) gearboxes are at vendors for repair with 28 at UTC and 34 at Penn Machine.

The car wash brush overhaul and the PLC CPU programming were completed, and the car wash returned to service on May 26. We are performing exterior washes on both shifts and completed fifty-two (52) exterior washes in May.

Interior heavy cleaning was performed on twenty-seven (27) cars in May.

Car overhaul o Pilot Cars 1047/48, 1095/96 and 1101/02 were conditionally accepted on May 8 and the

acceptance ceremony was held on May 28. They began running in base service with introduction into loadline scheduled a couple of weeks thereafter.

o Cars 101 and 125 were shipped to Alstom on May 14, and Cars 102 and 112 were shipped on May 28.

o Cars 1017/18 were received from Alstom on May 14, and Cars 1019/20 were received on May 28.

Car Overhaul – Alstom-supplied test equipment – New valve room equipment arrived on March 25, but we are still awaiting documentation pertaining to its usage, preventive maintenance requirements and calibrations. The automated test station S500 arrived on May 11. We are awaiting commissioning dates for the diagnostics bench, communication equipment and the S500. Delivery of the software work station is expected within a few weeks.

An inspection of the fleet overhead car shell coating has been completed. A cost estimate was received and a logistical plan has been formulated that will not disrupt car availability.

New running rail was installed throughout Mickle Street tunnel on both north and south rails.

An insulated rail joint at MP 9.17 was replaced.

Track area between MP4.88-4.25 was resurfaced.

Frog was welded (93W) at East Crest interlocking.

Multiple mainline engine wheel burns were addressed and multiple insulated joints were profiled.

Station parking lot curb “lines” in areas affected by winter snow removal activities were repaired.

Storm drain culverts at Woodcrest Station were rebuilt.

ROW inspections were performed.

Security fencing was repaired as needed.

Relay testing was performed and repairs made at interlockings and substations.

Stations, subway tunnels, and parking lots were relamped as necessary.

Support services were provided as required for the following projects: o Testing of refurbished transit cars o Maintenance of fire-alarm systems o Maintenance of and enhancements to the 800 MHz radio system o Maintenance and repairs of escalators and elevators o Ben Franklin Bridge track structure inspections and repairs – provided flagging, scheduling

and guidance


o Assisted with 2.4kV (south signal line), 4160V (south lighting & power) and #1 track (BFB) signal cutovers

SAFETY The monthly report of the Safety Department is enclosed with this report. KEY PERFORMANCE INDICATORS (KPI’s) PATCO is tracking availability of escalators and elevators, as shown below:

Operational Percentage – May, 2015

Equipment Target Actual Variance Favorable / Unfavorable

Escalators (14) 90% 96.0% +6.0% F

Elevators (11) 97% 98.5% +1.5% 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

05/04/15 Perry Resources Temporary Transit Ambassadors 2

05/04/15 Accountants for You Temporary Transit Ambassadors 1

05/04/15 Beach/Vanalt-JV 21-E BFB Track Rehab 1

05/04/15 Buchart-Horn Agreement No.

2015B1006B Inspection over PATCO tracks

3

05/07/15 Xylem Corp. Site Specific Repair Pump

Controller 1

05/11/15 Perry Resources Temporary Equipment Custodian 1

05/11/15 HNTB 21-E BFB Track Rehab 1

05/11/15 RCC/IBC-JV 21-E BFB Track Rehab 1

05/11/15 PATCO New Hire Transit Services Train Operator 1

05/11/15 Beach/Vanalt-JV 21-E BFB Track Rehab 1

05/18/15 PATCO New Hires Summer Interns

Way & Power 4

05/18/15 PATCO New Hires Summer Interns

Clerical 2

05/18/15 Perry Resources Temporary Equipment Custodian 1

05/26/15 No Safety Briefing

MEMORANDUM PORT AUTHORITY TRANSIT CORPORATION of Pennsylvania & New Jersey

TO: John Rink

FROM: David Fullerton

SUBJECT: Monthly Report: Safety Department – May 2015

DATE: June 5, 2015

Drug & Alcohol Tests – for May 2015

Random Drug only 10 Random Alcohol only 2 Reasonable Suspicion Drug only Reasonable Suspicion Alcohol only

0 0

Post Accident 0 TOTAL TESTS COMPLETED 12

2. Internal PATCO Safety Activities:

Conducted and participated in monthly SACC and Joint Workplace Committee meetings.

Started the process of Way & Power internal audit.

Conducted a Bloodborne Pathogens training session for PATCO Summer Interns 3. Involvement in Authority Activities:

Participated in Central Safety & Health Meeting.

Participated in Incident/Accident Subcommittee meeting.

Participated in the PATCO Safety & Security RFP pre-proposal meeting. 4. Outside Agency Involvement:

Interstate Mobile conducted Respirator Fit physicals for Equipment Department personnel (day and night shift).

Interstate Mobile subcontractor, Apple Occupational Health conducted Asbestos Chest X-Rays for Equipment and Way & Power employees.

First Aid training for PATCO day shift employees conducted by Bob Diaz



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PORT AUTHORITY TRANSIT CORPORATION

BOARD MEETING

Arch Street FriendsMeeting House320 Arch StreetPhiladelphia, PA

Wednesday, May 20, 2015

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PRESENT

Pennsylvania Commissioners

Ryan Boyer, ChairmanAntonio Fiol-SilvaElinor HaiderRohan K. HepkinsEugene DePasquale, Auditor General (via telephone)John Lisko, Esquire (for Acting State Treasurer

Christopher Craig - via telephone)Marian MoskowitzWhitney R. White

New Jersey Commissioners

Jeffrey Nash, Vice ChairmanCharles FentressDenise MasonAlbert FrattaliE. Frank DiAntonioRichard Sweeney (via telephone)Tamarisk Jones (via telephone)

DRPA/PATCO Staff

John Hanson, Chief Executive OfficerKristen Mayock, Acting General Counsel &

Acting Corporate SecretaryStephen Holden, Deputy General CounselKathleen P. Vandy, Assistant General CounselRichard J. Mosback, Jr. Assistant General CounselJames White, Chief Financial OfficerDan Auletto, Acting Chief Operating OfficerToni Brown, Chief Administrative OfficerMichael Venuto, Chief EngineerWilliam Shanahan, Director, Government RelationsJohn Rink, General Manager, PATCOBennett Cornelius, Assistant General Manager, PATCO

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DRPA/PATCO Staff (continued)

Jack Stief, Police Chief, Public SafetyDavid Aubrey, Acting Inspector GeneralKevin LaMarca, Director, Information ServicesMark Lopez, Manager, Government RelationsSusan Squillace, Manager, Procurement & Stores,

DRPA/PATCOHoward Korsen, Manager, Contract AdministrationMike Williams, Acting Manager, Corporate

Communications & Community RelationsFran O'Brien, Manager, Corporate Communications &

Community RelationsElizabeth McGee, Administrative CoordinatorLisa D'Archangelo, Legal SecretaryNancy Farthing, Executive Assistant to the CEODawn Whiton, Administrative Coordinator to the CEO &

Deputy CEOChristina Maroney, Manager, Special ProjectsEric Ford, DRPA Police Officer

Others Present

Amy Herbold, Esq., New Jersey Governor's AuthoritiesUnit

Obra Kernodle, Deputy Chief of Staff, PennsylvaniaGovernor's Office

David Dix, Assistant to Chairman BoyerVictoria Madden, Chief Counsel for Auditor General

Eugene DePasquale (via telephone)David Rapauno, Esq., Duane Morris LLP

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

(Pennsylvania Counsel)Steve Benigno, Citizens Advisory CommitteeJeff Kessler, Citizens Advisory CommitteeJonathan Latko, Citizens Advisory CommitteeOmar SabirJohn Dougherty, Business Manager, IBEW Local 98Brian Stevenson, Business Agent, IBEW Local 98Frank Keel, Spokesperson, IBEW Local 98Weni FordMalik Benin

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I N D E X

Page

Roll Call 5

Report of the General Manager 6

Approval of April 15, 2015 PATCO Board Meeting 7Minutes

Monthly List of Payments - Covering Month of 7April 2015; Monthly List of Purchase Orders andContracts of April 2015

Balance Sheet and Equity Statement dated 8March 31, 2015

Unfinished Business 8

New Business 8

Adjournment 8

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(7:05 p.m.)

CHAIRMAN BOYER: I would like to call to order

the monthly meeting of PATCO and ask the Corporate

Secretary to call roll.

MS. MAYOCK: Chairman Boyer?

CHAIRMAN BOYER: Present.

MS. MAYOCK: Vice Chairman Nash?

VICE CHAIRMAN NASH: Here.


COMMISSIONER DePASQUALE: Here.


COMMISSIONER FIOL-SILVA: Present.




COMMISSIONER HEPKINS: Present.

MS. MAYOCK: Commissioner Lisko? We may have

lost Commissioner Lisko.

Commissioner Moskowitz?

COMMISSIONER MOSKOWITZ: Here.


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MS. MAYOCK: Commissioner Dougherty?

COMMISSIONER DOUGHERTY: Present.



MS. MAYOCK: Commissioner Frattali?

COMMISSIONER FRATTALI: Here.



MS. MAYOCK: Commissioner Jones? I believe

she had to drop off.

Commissioner Sweeney?

COMMISSIONER SWEENEY: Here. Here.

MS. MAYOCK: Thank you. That's a quorum, sir.

CHAIRMAN BOYER: Thank you. We had a report

of the General Manager?

MR. RINK: Thank you, Mr. Chairman. No

changes to the report as submitted. The only

highlight is I look forward to seeing you all next

Thursday, at 10 a.m., at Woodcrest Station, as we put

our new cars into revenue service. So, I look forward

to seeing you all there and then. That's all,

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Mr. Chairman.

CHAIRMAN BOYER: Thank you.

Anyone have any questions on the General

Manager's report?

Can I have a motion to accept it?





ALL: Aye.


Ayes have it.

Approval of the April 15, 2015 PATCO Board

meeting minutes. Can I have a motion to accept?



COMMISSIONER FIOL-SILVA: Second.


ALL: Aye.


Ayes have it.

Monthly list of payments and monthly list of

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purchase orders and contracts covering the month of

April 2015. Motion to accept?


COMMISSIONER FIOL-SILVA: Second.


ALL: Aye.


Ayes have it.

Balance sheet and equity statement dated

March 31, 2015. I'll take a motion to accept the

balance sheet.




ALL: Aye.


Ayes have it.

Unfinished business. There are no items for

unfinished business, no items for new business.

If there is no further business for the PATCO

Board, I will accept a motion to adjourn the PATCO

Board meeting.

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ALL: Aye.


Meeting adjourned.

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

20, 2015, the meeting adjourned.)

There being no further business, on motion duly

made and seconded, the meeting was adjourned.


Kristen K. MayockActing Corporate Secretary

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proceedings before the Port Authority Transit

Corporation on May 20, 2015, were held as herein


thereof for the file of the Corporation.


______________________________Timothy J. Atkinson(Official Reporter)

MONTHLY LIST OF PAYMENTS

Vendor Name Item Description Resolution # / Authorization AmountCubic Transportation Systems AFC Customer Service Center PATCO-13-032 $21,950.17

AFC Customer Service Center Total $21,950.17Cubic Transportation Systems AFC IS System Administration Support PATCO-12-001 $23,251.42

AFC IS System Administration Support Total $23,251.42Acadaca AFC System Website Host PATCO-13-018 $9,154.00

AFC System Website Host Total $9,154.00Dunbar Armored Inc. Armored Car Services-Revenue Transport DRPA-14-093 $433.32Dunbar Armored Inc. Armored Car Services-Revenue Transport PATCO-12-024 $12,458.80

Armored Car Services-Revenue Transport Total $12,892.12City of Philadelphia Canine Costs 25K Threshold $350.00PetSmart Store# 1225 Canine Costs 25K Threshold $140.93

Canine Costs Total $490.93Global Equipment Co. Car Overhaul, Preparation costs for car shipment 25K Threshold $1,279.81

Car Overhaul, Preparation costs for car shipment $1,279.81City Of Philadelphia City Wage Tax $4,749.15

City Wage Tax Total $4,749.15Tele-Source Ind. Inc. Communications 25K Threshold $471.70

Communications Total $471.70Benefit Harbor, LP Consulting Services DRPA-14-104 $1,404.00

Consulting Services Total $1,404.00Atlantic City Electric Electric Power Utility $30.98PECO Energy Electric Power Utility $52,622.49PSE&G Co. Electric Power Utility $13,971.25SEPTA Electric Power Utility $92.87

Electric Power Total $66,717.59AmeriHealth insurance Company of New Jersey Employee Benefits DRPA-14-115 $197,014.11Delta Dental Plan of NJ, Inc. Employee Benefits DRPA-13-103 $7,309.92Standard Insurance Company Employee Benefits PATCO-13-104 $55,873.43Teamsters Health & Welfare Funds Employee Benefits DRPA-15-033 $290,342.48Teamsters Pension Fund Employee Benefits DRPA-14-047 $94,686.84Vision Benefits of America Employee Benefits DRPA-13-105 $802.15

Employee Benefits Total $646,028.93Treasury Direct Employee Deduction U.S. Savings Bonds $125.00

Employee Deduction U.S. Savings Bonds Total $125.00Commonwealth Of Pennsylvania Employee Payroll Deductions $42,461.32ING Employee Payroll Deductions $41,875.80National Drive Employee Payroll Deductions $18.00PATCO - Flexible Spending Account Employee Payroll Deductions $2,679.52South Jersey Federal Credit Union Employee Payroll Deductions $118,947.05State Of New Jersey GITAX Employee Payroll Deductions $52,859.84Teamsters Local Union 676 Employee Payroll Deductions $11,500.00United Way Of Camden County Employee Payroll Deductions $105.84

Employee Payroll Deductions Total $270,447.37Internal Revenue Service Employee Withholding Tax Deposits $559,159.71Pa Dept Of Revenue Employee Withholding Tax Deposits $9,114.40

Employee Withholding Tax Deposits Total $568,274.11DIRECTV Business Service Center Equipment Rental 25K Threshold $101.98

Equipment Rental Total $101.98Control Papers Company Fare Collection Material 25K Threshold $1,391.02

Fare Collection Material Total $1,391.02Federal Express Corp. Freight Charges 25K Threshold $286.96New Penn Motor Express Freight Charges 25K Threshold $133.45

Freight Charges Total $420.41South Jersey Gas Company Fuel Expenses Utility $30,163.64South Jersey Welding Supply Company Fuel Expenses 25K Threshold $286.57

Fuel Expenses Total $30,450.21Qual Lynx (Wire Transfers Only) Insurance and Claims DRPA-12-098 $136,449.08

Insurance and Claims Total $136,449.08BioChem Systems Inc. Inventory 25K Threshold $686.80M S C Industrial Supply Co. INC. Inventory 25K Threshold $452.66SABIC Polymershapes Inventory 25K Threshold $241.04South Jersey Welding Supply Company Inventory 25K Threshold $72.04

Inventory Total $1,452.54Colonial Electric Supply Co.,Inc. Inventory - Buildings and Grounds 25K Threshold $4,030.22ERICO, Inc Inventory - Buildings and Grounds 25K Threshold $1,162.12General Chemical & Supply Inventory - Buildings and Grounds 25K Threshold $1,133.90Homeland Industrial Supply Inventory - Buildings and Grounds 25K Threshold $1,368.67Kaeser Compressors Inventory - Buildings and Grounds 25K Threshold $909.66Nelco Product Inc. Inventory - Buildings and Grounds 25K Threshold $1,092.39Nexgen Inventory - Buildings and Grounds 25K Threshold $413.09Tactical Public Safety, LLC Inventory - Buildings and Grounds 25K Threshold $900.00W E Timmerman Co Inc Inventory - Buildings and Grounds 25K Threshold $83.30

Inventory - Buildings and Grounds Total $11,093.35Alstom Signaling, Inc. Inventory - Tools 25K Threshold $308.77Camden Tool Company Inventory - Tools 25K Threshold $703.99Contemporary Machinery & Engineering Inventory - Tools 25K Threshold $2,819.45Hilti Inc Inventory - Tools 25K Threshold $1,892.96Republic Drill Corporation Inventory - Tools 25K Threshold $790.31Snap-On Industrial Inventory - Tools 25K Threshold $2,701.56Tri-State Industrial Distributors of NJ, Inc. Inventory - Tools 25K Threshold $3,118.78Uline Inventory - Tools 25K Threshold $79.89

Inventory - Tools Total $12,415.71American Microsemiconductor Inventory-Electrical/Electronic Supplies 25K Threshold $185.00Cooper Electric Supply Co. Inventory-Electrical/Electronic Supplies 25K Threshold $228.47Electronics Connections, Inc. Inventory-Electrical/Electronic Supplies 25K Threshold $1,308.00Electronics Exchange Inventory-Electrical/Electronic Supplies 25K Threshold $267.18

Port Authority Transit CorporationMonthly List Of Payments 05/01/15 through 05/31/15

Meeting Date 06/17/15

Page 1 of 5

Vendor Name Item Description Resolution # / Authorization Amount



Franklin Electric Co. Inventory-Electrical/Electronic Supplies PATCO-15-007 $17,715.45Grainger Inventory-Electrical/Electronic Supplies 25K Threshold $4,092.41Graybar Electric Co. Inc. Inventory-Electrical/Electronic Supplies 25K Threshold $6,742.00Home Depot Inventory-Electrical/Electronic Supplies 25K Threshold $154.15J. Mikulsky Railway Supply Co., Inc. Inventory-Electrical/Electronic Supplies 25K Threshold $146.00KC Electrical Distributors, Inc. Inventory-Electrical/Electronic Supplies 25K Threshold $300.00Lighting Solutions Inventory-Electrical/Electronic Supplies 25K Threshold $662.50MAC Products Inc Inventory-Electrical/Electronic Supplies 25K Threshold $4,153.23Marlac Electronics, a Div.of Syscom Tech, LLC Inventory-Electrical/Electronic Supplies 25K Threshold $641.03Newark Element 14 Inventory-Electrical/Electronic Supplies 25K Threshold $290.06Pemberton Electrical Supply Company Inventory-Electrical/Electronic Supplies 25K Threshold $2,647.40Power Modules Incorporated Inventory-Electrical/Electronic Supplies 25K Threshold $543.88Redy Battery Inventory-Electrical/Electronic Supplies 25K Threshold $48.00Rumsey Electric Company Inventory-Electrical/Electronic Supplies 25K Threshold $895.16

Inventory-Electrical/Electronic Supplies Total $41,019.92Cubic Transportation Systems Inventory-Fare Collection Material PATCO-14-045 $30,041.03L.B. Foster Co. Inventory-Fare Collection Material 25K Threshold $2,750.40National Battery Inventory-Fare Collection Material 25K Threshold $250.00Team One Repair, Inc. Inventory-Fare Collection Material PATCO-14-048 $38,215.00

Inventory-Fare Collection Material Total $71,256.43Digi-Key Corp. Inventory-Hardware 25K Threshold $1,331.27Effective Controls East, Inc. Inventory-Hardware 25K Threshold $276.88Mc Master-Carr Supply Co Inventory-Hardware 25K Threshold $314.53Shallcross Bolt and Specialties Co. Inventory-Hardware 25K Threshold $45.94

Inventory-Hardware Total $1,968.62Ansaldo STS USA, Inc. Inventory-Track and Signal 25K Threshold $875.25BDF Industrial Fasteners Inventory-Track and Signal 25K Threshold $6,787.85Graybar Electric Co. Inc. Inventory-Track and Signal 25K Threshold $5,340.00Siemens Rail Automation Corporation Inventory-Track and Signal 25K Threshold $6,196.86Twinco Mfg. Co., Inc. Inventory-Track and Signal 25K Threshold $10,500.00Utility Relay Company Inventory-Track and Signal 25K Threshold $11,085.30

Inventory-Track and Signal Total $40,785.26Allied Electronics, Inc. Inventory-Transit Vehicle Material 25K Threshold $114.30Applied Industrial Technologies Inventory-Transit Vehicle Material 25K Threshold $600.18Atlantic Detroit Diesel-Allison LLC Inventory-Transit Vehicle Material 25K Threshold $807.59Control Chief Inventory-Transit Vehicle Material 25K Threshold $1,068.28Gray Manufacturing Industries, LLC Inventory-Transit Vehicle Material PATCO-14-043 $43,403.04Helwig Carbon Products, Inc. Inventory-Transit Vehicle Material PATCO-14-048 $44,686.92Hoerbiger Corp. of America, Inc. Inventory-Transit Vehicle Material 25K Threshold $4,647.84Horne Products Inventory-Transit Vehicle Material PATCO-14-045 $5,857.43Indusco, Ltd Inventory-Transit Vehicle Material 25K Threshold $2,274.50Newark Element 14 Inventory-Transit Vehicle Material 25K Threshold $216.78Penn Machine Company Inventory-Transit Vehicle Material PATCO-14-044 $145,043.20Precision Flow LLC Inventory-Transit Vehicle Material 25K Threshold $1,652.86United Refrigeration Inc Inventory-Transit Vehicle Material 25K Threshold $53.14Wabtec Global Services Inventory-Transit Vehicle Material PATCO-14-045 $46,092.45WABTEC Passenger Transit Inventory-Transit Vehicle Material PATCO-14-045 $11,302.50

Inventory-Transit Vehicle Material Total $307,821.01A & B Wiper Supply Inc Janitorial Supplies 25K Threshold $1,023.50Calico Industries, Inc. Janitorial Supplies 25K Threshold $3,131.60Del-Vel Chemical Janitorial Supplies 25K Threshold $91.40Fastenal Company Janitorial Supplies 25K Threshold $545.18INDCO Inc. Janitorial Supplies 25K Threshold $1,990.83Tri-State Industrial Distributors of NJ, Inc. Janitorial Supplies 25K Threshold $1,341.60Y-Pers, Inc. Janitorial Supplies 25K Threshold $3,050.00

Janitorial Supplies Total $11,174.11Barton Supply Inc. Maintenance Of Buildings and Grounds 25K Threshold $49.30Billows Electric Supply Co. Inc. Maintenance Of Buildings and Grounds 25K Threshold $3,298.80Chemsearch Maintenance Of Buildings and Grounds 25K Threshold $1,450.21Chicks Block Co. Maintenance Of Buildings and Grounds 25K Threshold $437.60Conroy's Corner Maintenance Of Buildings and Grounds 25K Threshold $129.40Denny Septic Service & Portable Toilets Maintenance Of Buildings and Grounds 25K Threshold $3,675.00Home Depot Maintenance Of Buildings and Grounds 25K Threshold $2,388.90James Doorcheck Inc. Maintenance Of Buildings and Grounds 25K Threshold $914.86Johnstone Supply Maintenance Of Buildings and Grounds 25K Threshold $213.18Kenseal Construction Products Corp. Maintenance Of Buildings and Grounds 25K Threshold $463.88Lowe's Commercial Services Maintenance Of Buildings and Grounds 25K Threshold $154.93National Paving Co., Inc. Maintenance Of Buildings and Grounds 25K Threshold $232.52PA Dept Of Labor & Industry - E'. Maintenance Of Buildings and Grounds 25K Threshold $449.00Railwel Industries Inc. Maintenance Of Buildings and Grounds 25K Threshold $1,235.77SEPTA Maintenance Of Buildings and Grounds PATCO-14-016 $172,834.50SimplexGrinnell LP Maintenance Of Buildings and Grounds 25K Threshold $1,471.31South Jersey Short Load RMC Maintenance Of Buildings and Grounds 25K Threshold $600.00South Jersey Welding Supply Company Maintenance Of Buildings and Grounds 25K Threshold $34.00Terminix Commerical Maintenance Of Buildings and Grounds 25K Threshold $350.00Wharton Hardware & Supply Maintenance Of Buildings and Grounds 25K Threshold $247.55

Maintenance Of Buildings and Grounds Total $190,630.71Cubic Transportation Systems Maintenance Of Fare Collection Equipment PATCO-14-045 $1,451.40Team One Repair, Inc. Maintenance Of Fare Collection Equipment 25K Threshold $2,225.22

Maintenance Of Fare Collection Equipment Total $3,676.62American Auto Glass Maintenance Of Highway Vehicles 25K Threshold $235.00Echelon Ford Maintenance Of Highway Vehicles 25K Threshold $2,631.93Goodyear Wholesale Tire Centers Maintenance Of Highway Vehicles 25K Threshold $625.95Haddon Locksmith Maintenance Of Highway Vehicles 25K Threshold $133.30Lawson Products Maintenance Of Highway Vehicles 25K Threshold $410.16Mall Chevrolet Maintenance Of Highway Vehicles 25K Threshold $3,827.04

Page 2 of 5




NAPA Auto Parts - Berlin Maintenance Of Highway Vehicles 25K Threshold $807.86Posh Car Wash & Express Lube Maintenance Of Highway Vehicles 25K Threshold $218.95Stanley's Auto Repair Inc. Maintenance Of Highway Vehicles 25K Threshold $82.40Tire Corral Maintenance Of Highway Vehicles 25K Threshold $245.60UniSelect USA, Inc. Maintenance Of Highway Vehicles DRPA-14-037 $1,020.39

Maintenance Of Highway Vehicles Total $10,238.58All Seasons Rental & Repair Maintenance Of Shop Equipment 25K Threshold $300.35NAPA Auto Parts - Berlin Maintenance Of Shop Equipment 25K Threshold $38.62Simco Electronics Maintenance Of Shop Equipment 25K Threshold $337.00UniSelect USA, Inc. Maintenance Of Shop Equipment DRPA-14-037 $101.46

Maintenance Of Shop Equipment Total $777.43Cherry Valley Tractor Maintenance Of Track & Signal Equipment 25K Threshold $114.00Nolan Company Maintenance Of Track & Signal Equipment 25K Threshold $2,124.43

Maintenance Of Track & Signal Equipment Total $2,238.43Walco Electric Co. Maintenance of Transportation Equipment 25K Threshold $2,300.00

Maintenance of Transportation Equipment Total $2,300.00WORKNET Occ Med Medical-Drug and Alcohol Testing DRPA-14-103 $1,150.00

Medical-Drug and Alcohol Testing Total $1,150.00Interstate Mobile Care, Inc. Medical-Physical Exam DRPA-14-103 $15,836.00WORKNET Occ Med Medical-Physical Exam DRPA-14-103 $563.00

Medical-Physical Exam Total $16,399.00East Coast Flag & Banner Company Office Expense 25K Threshold $74.20Nestle Waters North America Inc. Office Expense DRAP-14-058 $987.17Shawn McGovern Office Expense 25K Threshold $20.00

Office Expense Total $1,081.37G A Blanco & Sons Inc. Office Supplies And Equipment 25K Threshold $549.00Liberty Rubber Stamp Co. Office Supplies And Equipment 25K Threshold $19.85Municipal Record Service Office Supplies And Equipment 25K Threshold $686.00Paper Mart Inc. Office Supplies And Equipment DRPA-14-144 $124.48Staples Advantage Office Supplies And Equipment 25K Threshold $142.40Treco Incorporated Office Supplies And Equipment 25K Threshold $120.00W.B. Mason Co., Inc. Office Supplies And Equipment DRPA-14-144 $2,452.03

Office Supplies And Equipment Total $4,093.76Penn Machine Company Overhaul Transit Vehicle Trucks PATCO-14-015 $6,452.20UTC/Rail & Air Sources, Inc. Overhaul Transit Vehicle Trucks PATCO-14-015 $38,723.48

Overhaul Transit Vehicle Trucks Total $45,175.68SimplexGrinnell LP Passenger Information & Messaging System PATCO-15-005 $1,566,117.32

Passenger Information & Messaging System Total $1,566,117.32PATCO - Payroll Account Payroll For Accounting Period $1,240,549.66

Payroll For Accounting Period Total $1,240,549.66PNC BANK P-Card Purchases DRPA-09-075 $2,036.75

P-Card Purchases Total $2,036.75Postmaster Postage 25K Threshold $220.00United States Postal Service Postage 25K Threshold $1,500.00

Postage Total $1,720.00SunGard Availability Services LP. Professional Ser. Information Systems DRPA-10-135 $1,825.00

Professional Ser. Information Systems Total $1,825.00Craig Testing Laboratories Professional Services - Engineering 25K Threshold $564.00

Professional Services - Engineering Total $564.00Archer & Greiner, A Professional Corp. Professional Services - Legal DRPA-13-032 $2,306.25

Professional Services - Legal Total $2,306.25Brenda De Bojorquez Refunds 25K Threshold $22.00Brian Ratcliff Refunds 25K Threshold $30.00Charles Ferreriz Refunds 25K Threshold $20.00Christie Asquith Refunds 25K Threshold $10.00Christof Richter Refunds 25K Threshold $10.00Christopher Sawello Refunds 25K Threshold $9.60David Davila Sr. Refunds 25K Threshold $17.00Denise Malinosky Refunds 25K Threshold $20.00Erica Ostrom Refunds 25K Threshold $20.00Gregory Wanamaker Refunds 25K Threshold $18.40Justin Highman Refunds 25K Threshold $11.00Kathleen M. Healey Refunds 25K Threshold $10.00Ken Doherty Refunds 25K Threshold $20.00Khalfi Goodwin Refunds 25K Threshold $20.00Linda Parker Refunds 25K Threshold $10.40Mark Heston Refunds 25K Threshold $14.80Marlene Matarazzo Refunds 25K Threshold $20.00Matthew Dalessio Refunds 25K Threshold $20.00Michael Pavlovich Refunds 25K Threshold $10.00Michelle Patton Refunds 25K Threshold $20.00Reuel Robinson Refunds 25K Threshold $20.00Richard C. Harris Refunds 25K Threshold $10.00Richard H. Rauetz Refunds 25K Threshold $10.00Roberta Hermann Refunds 25K Threshold $26.00Ron Gorman JR Refunds 25K Threshold $14.00Sara Woolf Refunds 25K Threshold $25.00Sean Jones Refunds 25K Threshold $20.00Susan Mangiaracina Refunds 25K Threshold $12.00Tiesaen Marshall Refunds 25K Threshold $20.00Turquoise Morton Refunds 25K Threshold $20.00Vanessa Byington Refunds 25K Threshold $20.00Vincent Busbee Refunds 25K Threshold $10.00

Refunds Total $540.20A & A Glove & Safety Co. Safety Expenses 25K Threshold $1,207.07

Page 3 of 5




Airgas Safety, Inc. Safety Expenses 25K Threshold $455.58Burlington Safety Lab Inc Safety Expenses 25K Threshold $2,057.34Clean Venture, Inc. Safety Expenses PATCO-13-019 $1,721.05Gempler's, Inc. Safety Expenses 25K Threshold $373.55Homeland Industrial Supply Safety Expenses 25K Threshold $115.36Irvine Fire & Safety Safety Expenses 25K Threshold $578.50New Pig Corp Safety Expenses 25K Threshold $491.26Orr Safety Corporation Safety Expenses 25K Threshold $486.20Pendergast Safety Equipment Co Safety Expenses 25K Threshold $4,868.19SAF-GARD Safety Shoe Company Safety Expenses 25K Threshold $10,503.39Security and Data Technologies, Inc. Safety Expenses 25K Threshold $5,646.20Stauffer Glove & Safety Co. Safety Expenses 25K Threshold $425.89Treasurer - State Of New Jersey Safety Expenses 25K Threshold $835.00V.E. Ralph & Sons, Inc. Safety Expenses 25K Threshold $228.00Western-Cullen-Hayes Inc Safety Expenses 25K Threshold $1,788.72

Safety Expenses Total $31,781.30Schneider Electric Security/Law Enforcement Costs DRPA-14-102 $20,884.66

Security/Law Enforcement Costs Total $20,884.66Republic Services Service Contract - Trash Removal PATCO-13-034 $2,146.01Waste Management of New Jersey, Inc. Service Contract - Trash Removal PATCO-14-001 $3,523.35

Service Contract - Trash Removal Total $5,669.36Slack Envoronmental Service Inc. Service Contracts DRPA-14-022 $569.12Tab Inc. Service Contracts 25K Threshold $300.00

Service Contracts Total $869.12Borough of Haddonfield Sewer Water Charges Utility $101.77Camden County Municipal Utilities Authority Sewer Water Charges Utility $3,354.00City of Camden Sewer Water Charges Utility $204.63NJ-American Water Co. Sewer Water Charges Utility $1,946.88Township Of Haddon Sewer Water Charges Utility $84.75Water Revenue Bureau City of Philadelphia Sewer Water Charges Utility $4,897.89

Sewer Water Charges Total $10,589.92Laurel Lawnmower Service Shop Equipment 25K Threshold $1,404.83SAR Automotive Shop Equipment 25K Threshold $537.00UniSelect USA, Inc. Shop Equipment DRPA-14-037 $128.50

Shop Equipment Total $2,070.33Applied Maintenance Supplies and Solutions Shop Supplies 25K Threshold $164.62Home Depot Shop Supplies 25K Threshold $78.66Hough Petroleum Shop Supplies 25K Threshold $415.20Mc Master-Carr Supply Co Shop Supplies 25K Threshold $497.32Metro Hydraulic Jack Co. Shop Supplies 25K Threshold $212.92Newark Element 14 Shop Supplies 25K Threshold $210.69South Jersey Welding Supply Company Shop Supplies 25K Threshold $351.86

Shop Supplies Total $1,931.27NJSCPA Subscriptions & Memberships 25K Threshold $320.00

Subscriptions & Memberships Total $320.00Verizon Telephone Expenses Utility $386.05Verizon Business Telephone Expenses Utility $1,474.33

Telephone Expenses Total $1,860.38Accountants for You, Inc. Temporary Services DRPA-14-092 $30,553.07Perry Resources Temporary Services DRPA-14-092 $28,377.78

Temporary Services Total $58,930.85Railroad Tools and Solutions(LLC) Track & Signal Equipment 25K Threshold $2,940.00

Track & Signal Equipment Total $2,940.00Railwel Industries Inc. Track Upgrade 25K Threshold $23,798.94

Track Upgrade Total $23,798.94City of Philadelphia Training Expenses 25K Threshold $200.00NJSCPA Education Foundation Training Expenses 25K Threshold $149.00USDOT / Transporation Safety Institute Training Expenses 25K Threshold $95.00

Training Expenses Total $444.00SEPTA Transfer Payments PATCO-95-002 $61,160.95

Transfer Payments Total $61,160.95Thortex America Transit Vehicle Material 25K Threshold $789.91

Transit Vehicle Material Total $789.91RAM Industrial Services LLC Transit Vehicles Traction Motor Repairs PATCO-14-028 $42,033.00Sherwood Electromotion Inc. Transit Vehicles Traction Motor Repairs PATCO-14-028 $123,265.00Swiger Coil Systems A Wabtec Company Transit Vehicles Traction Motor Repairs PATCO-14-028 $18,499.14

Transit Vehicles Traction Motor Repairs Total $183,797.14SHI International Corporation Trapeze Scheduling Software Enhancements PATCO-13-006 $83,104.31

Trapeze Scheduling Software Enhancements Total $83,104.31Albert Green Travel Expenses 25K Threshold $51.75American Airlines Travel Expenses 25K Threshold $412.20Fred R. Rossi Travel Expenses 25K Threshold $69.00Joseph Mc Gonigle Travel Expenses 25K Threshold $50.03Lyle Hutnick Travel Expenses 25K Threshold $665.80

Travel Expenses Total $1,248.78American Uniforms Sales, Inc. Uniform Purchases 25K Threshold $78.00Atlantic Tactical Uniform Purchases 25K Threshold $1,203.60Gen El Safety; Industrial Products Uniform Purchases 25K Threshold $633.75Lawmen Supply Company Uniform Purchases 25K Threshold $646.00Quik Stitch Embroidery Uniform Purchases 25K Threshold $6,072.25

Uniform Purchases Total $8,633.60Chief & Law Enforcement Supply Uniform Rental & Cleaning 25K Threshold $144.49ITU AbsorbTech, LLC Uniform Rental & Cleaning 25K Threshold $220.44UniFirst Corporation Uniform Rental & Cleaning PATCO-12-011 $5,598.75

Uniform Rental & Cleaning Total $5,963.68

Page 4 of 5




Cubic Transportation Systems Upgrade of Single Board Computers in AFC Gates PATCO-13-015 $294,155.00Upgrade of Single Board Computers in AFC GatesTotal $294,155.00

Expertpay Child Support Wage Attachments 25K Threshold $11,745.15Isabel C. Balboa, Trustee Wage Attachments 25K Threshold $650.00New Jersey Family Support Payment Center Wage Attachments 25K Threshold $1,500.00Trust Account of Frank Todoro Wage Attachments 25K Threshold $208.44US Department of Education Wage Attachments 25K Threshold $789.37

Wage Attachments Total $14,892.96Qual Lynx (Wire Transfers Only) Workers Compensation Costs DRPA-12-098 $176,221.27

Workers Compensation Costs Total $176,221.27PATCO - Petty Cash Working Fund Replenishment 25K Threshold $583.21

Working Fund Replenishment Total $583.21Grand Total $6,381,097.65

Page 5 of 5

PURCHASE ORDERS & CONTRACTS

PATCO MONTHLY LIST OF PURCHASE ORDER CONTRACTS - MAY 2015


A & A GLOVE & SAFETY CO. Stores Inventory - Lindenwold 136095 $480.00 25KTHRES

A&A Sales Associates, LLC Purchase Of Uniforms 136018 $6,910.00 25KTHRES

A&A Sales Associates, LLC Purchase Of Uniforms 136019 $1,058.75 25KTHRES

AAF International Stores Inventory - Lindenwold 136056 $1,617.44 25KTHRES

AIM ELECTRONICS Stores Inventory - Lindenwold 136083 $107.70 25KTHRES

Airgas Refrigerants Stores Inventory - Lindenwold 301600 $15,660.00 25KTHRES

AIRLINE HYDRAULICS CORP. Stores Inventory - Lindenwold 136065 $9,881.54 25KTHRES

ALMOND GLASS WORKS INC. Vandalism 136025 $483.00 25KTHRES

ALTEC INDUSTRIES, INC. Auto-materials, Oil,& Repairs 136099 $152.18 25KTHRES

ALTEC INDUSTRIES, INC. Auto-materials, Oil,& Repairs 136104 $108.56 25KTHRES

American Crane & Equipment Co. Bridge Cranes & Hoists 136098 $3,823.66 25KTHRES

Ansaldo STS USA, Inc. Stores Inventory - Lindenwold 136066 $14,010.20 25KTHRES

Ansaldo STS USA, Inc. Stores Inventory - Lindenwold 136021 $199.80 25KTHRES

BDF INDUSTRIAL FASTENERS Stores Inventory - Lindenwold 136006 $3,150.00 25KTHRES



Billows Electric Supply Co. Inc. Stores Inventory - Lindenwold 136051 $652.58 25KTHRES

Bruce's Collision Center Auto-materials, Oil,& Repairs 136068 $3,218.33 25KTHRES

Bruce's Collision Center Auto-materials, Oil,& Repairs 136076 $2,188.75 25KTHRES

C.L. PRESSER COMPANY Stores Inventory - Lindenwold 136089 $759.85 25KTHRES

C.L. PRESSER COMPANY Stores Inventory - Lindenwold 136012 $42.60 25KTHRES

CAMDEN TOOL COMPANY Stores Inventory - Lindenwold 136008 $545.55 25KTHRES

CONROY'S CORNER Stores Inventory - Lindenwold 136024 $331.92 25KTHRES

SER.INC. Stores Inventory - Lindenwold 136031 $3,540.00 25KTHRES

Cooper Electric Supply Co. Stores Inventory - Lindenwold 136044 $4,748.00 25KTHRES

Cooper Electric Supply Co. Stores Inventory - Lindenwold 136093 $3,897.20 25KTHRES

Cubic Transportation Systems Stores Inventory - Lindenwold 136042 $19,522.55 PATCO-14-045

Cubic Transportation Systems Stores Inventory - Lindenwold 84252 $580.70 PATCO-14-045

Cubic Transportation Systems Stores Inventory - Lindenwold 84253 $580.70 PATCO-14-045

Delaware Valley Truck Service, Inc. Auto-materials, Oil,& Repairs 136101 $1,782.96 25KTHRES

DELL MARKETING L.P. Purchases 136097 $5,699.85 25KTHRES

DELL MARKETING L.P. Purchases 136030 $3,595.89 25KTHRES

East Coast Event Rental Public Relations 136054 $170.00 25KTHRES

ECHELON FORD Auto-materials, Oil,& Repairs 136034 $779.73 25KTHRES

Electrical Test Instruments Supervisory Control 136055 $1,041.00 25KTHRES

Electro Wire, Inc. Stores Inventory - Lindenwold 136081 $285.00 25KTHRES

Electronics Connections, Inc. Stores Inventory - Lindenwold 136084 $594.80 25KTHRES

Encore Commercial Products, Inc. SYSTEM 136078 $4,168.50 25KTHRES

ENGINEERED HYDRAULICS INC. Stores Inventory - Lindenwold 136011 $134.96 25KTHRES

EQUIPMENT TRADE SERVICE COMPANY INC Steam Cleaner 136016 $803.48 25KTHRES

Fast Access Security Corporation Stores Inventory - Lindenwold 136023 $2,252.00 25KTHRES

Franklin Electric Co. Stores Inventory - Lindenwold 136045 $1,757.00 25KTHRES

FRANKLIN FIBRE-LAMITEX CORP. Stores Inventory - Lindenwold 136063 $3,444.00 25KTHRES

FRANKLIN FIBRE-LAMITEX CORP. Stores Inventory - Lindenwold 136007 $355.00 25KTHRES

Fuchs Lubricants, Co. Stores Inventory - Lindenwold 136087 $928.56 25KTHRES

G A Blanco & Sons Inc. Stationary Forms, Print 136071 $3,165.00 25KTHRES

GKY Industries Stores Inventory - Lindenwold 136059 $142.50 25KTHRES

Global Equipment Co. Ladders & Work Benches 136107 $750.30 25KTHRES

Harsco Rail Inspection Right-of-way Machinery 136020 $7,325.49 25KTHRES

Hunter Truck Sales & Service Auto-materials, Oil,& Repairs 136052 $1,135.86 25KTHRES

INDCO INC. Stores Inventory - Lindenwold 136032 $2,506.90 25KTHRES

JESCO Auto-materials, Oil,& Repairs 136103 $1,267.57 25KTHRES

Johnson & Towers Inc Auto-materials, Oil,& Repairs 136100 $893.12 25KTHRES

Kaman Industrial Technologies Corp. Stores Inventory - Lindenwold 136077 $1,519.80 25KTHRES

KC Electrical Distributors, Inc. Stores Inventory - Lindenwold 136085 $488.90 25KTHRES

KSL SUPPLIES INC. Stores Inventory - Lindenwold 136088 $540.00 25KTHRES

L.B. Foster Co. Tie Plates 136040 $3,024.00 25KTHRES

Laurel Lawnmower Service Shop Equip-grounds/gen Maint 136029 $583.98 25KTHRES

Lawson Products Auto-materials, Oil,& Repairs 136072 $793.88 25KTHRES

Lighting Solutions Stores Inventory - Lindenwold 136079 $662.50 25KTHRES

Lubrication Engineers, Inc. Gear Unit Ge 7ga56b1 136106 $325.00 25KTHRES

Lubrication Engineers, Inc. Gear Unit Ge 7ga56b1 136105 $196.35 25KTHRES

M S C INDUSTRIAL SUPPLY CO. INC. Stores Inventory - Lindenwold 136009 $383.56 25KTHRES

Magnus Computers Maintenance-radio 301598 $2,500.00 25KTHRES

Marlac Electronics, a Div.of Syscom Tech, LLC Stores Inventory - Lindenwold 136094 $682.08 25KTHRES

Marlac Electronics, a Div.of Syscom Tech, LLC Stores Inventory - Lindenwold 136010 $619.12 25KTHRES

MC MASTER-CARR SUPPLY CO Stores Inventory - Lindenwold 136086 $441.37 25KTHRES

Modern Group Power System Shop Equipment 136049 $249.00 25KTHRES

Modern Track Machinery, Inc. Joint Bars And Compromises 136033 $2,200.00 25KTHRES

PATCO MONTHLY LIST OF PURCHASE ORDER CONTRACTS - MAY 2015


NATIONAL BATTERY Stores Inventory - Lindenwold 136061 $412.50 25KTHRES

National Safety Council TRAINING 136070 $747.00 25KTHRES

Nestle Waters North America Inc. Stores Inventory - Lindenwold 301597 $10,771.90 DRPA-15-026

Nestle Waters North America Inc. Miscellaneous Office Exp. 301596 $2,329.44 DRPA-15-026

NEW PIG CORP Stores Inventory - Lindenwold 136082 $475.20 25KTHRES

Newark Element 14 Stores Inventory - Lindenwold 136022 $61.26 25KTHRES

North American Equipment Sales Co., Inc. Stores Inventory - Lindenwold 136060 $406.04 25KTHRES

NS Wash Systems CAR WASH BRUSH ASSEMBLY OVERHAUL 136015 $9,500.00 25KTHRES

Orr Safety Corporation Stores Inventory - Lindenwold 136074 $348.00 25KTHRES

PEIRCE-PHELPS, INC. Building H.a.v.c. 136027 $1,213.79 25KTHRES

Pemberton Electrical Supply Company Stores Inventory - Lindenwold 136092 $1,851.32 25KTHRES

Pemberton Electrical Supply Company Stores Inventory - Lindenwold 136043 $611.08 25KTHRES

PENDERGAST SAFETY EQUIPMENT CO Stores Inventory - Lindenwold 136096 $1,422.09 25KTHRES

PENDERGAST SAFETY EQUIPMENT CO Stores Inventory - Lindenwold 136090 $894.98 25KTHRES



PRIME GROUP ASSOCIATES INC. Battery Maintenance 136038 $11,000.00 25KTHRES

Pulse Supply Radio Communications 301599 $15,344.00 25KTHRES

Quik Stitch Embroidery Purchase Of Uniforms 136058 $261.00 25KTHRES

Quik Stitch Embroidery Purchase Of Uniforms 136039 $43.50 25KTHRES

RAM Industrial Services LLC TRACTION MOTOR REBUILD 84264 $21,733.00 PATCO-14-028






Reflective Apparel Factory, Inc. Purchase Of Uniforms 136053 $87.25 25KTHRES

Rumsey Electric Company Sump 135784 $16.78 25KTHRES

Shallcross Bolt and Specialties Co. Stores Inventory - Lindenwold 136062 $75.30 25KTHRES

Shamong Mfg. Co. Stores Inventory - Lindenwold 136035 $1,031.64 25KTHRES

Shamong Mfg. Co. Contactors 136017 $633.10 25KTHRES

Sherwin-Williams Co., Woodbury, NJ Shop Equip-grounds/gen Maint 136050 $831.30 25KTHRES

Sherwood Electromotion Inc. TRACTION MOTOR REBUILD 84272 $14,522.00 PATCO-14-028








Siemens Industry Inc. Stores Inventory - Lindenwold 84251 $1,400.00 25KTHRES

SIMCO ELECTRONICS Relays Repair Or Adjust 84255 $64.00 25KTHRES

SNAP-ON INDUSTRIAL Stores Inventory - Lindenwold 136047 $49.18 25KTHRES

SOUTH JERSEY WELDING SUPPLY COMPANY Stores Inventory - Lindenwold 136048 $469.17 25KTHRES

Specialty Pipe & Tubing Inc. Wheel Axle Assy Spare 136075 $13,600.00 25KTHRES

Swiger Coil Systems A Wabtec Company TRACTION MOTOR REBUILD 84263 $17,158.00 PATCO-14-028





Swiger Coil Systems A Wabtec Company Stores Inventory - Lindenwold 84267 $8,970.00 25KTHRES



Team One Repair, Inc. Stores Inventory - Lindenwold 84265 $706.22 25KTHRES

Team One Repair, Inc. Stores Inventory - Lindenwold 84266 $676.66 25KTHRES

Tire Corral Auto - TIRES 136069 $782.96 25KTHRES

Tire Corral Auto - TIRES 136102 $458.03 25KTHRES

TRI - DIM FILTER CORP Stores Inventory - Lindenwold 136057 $2,902.32 25KTHRES

TRI - DIM FILTER CORP Stores Inventory - Lindenwold 136080 $429.00 25KTHRES

TRI-STATE INDUSTRIAL DISTRIBUTORS OF NJ, INC. Stores Inventory - Lindenwold 136013 $105.79 25KTHRES

TRU-FIT FRAME & DOOR CORP Station Doors 136028 $707.66 25KTHRES

Wabtec Global Services Stores Inventory - Lindenwold 136014 $2,594.20 PATCO-14-045

WABTEC Passenger Transit Stores Inventory - Lindenwold 136067 $4,555.00 PATCO-14-045

WALCO Electric Co. Stores Inventory - Lindenwold 84254 $11,000.00 25KTHRES

WHARTON HARDWARE & SUPPLY Stores Inventory - Lindenwold 136091 $358.54 25KTHRES

BALANCE SHEET

ASSETSDecember 31,2014 April 30, 2015

Cash (Includes $107,460 in Station Escrow Funds) $1,061,666 $1,815,627Investments (Note 1) 2,655,000 2,655,000Accounts Receivable 1,208,970 1,460,050Inventory at lower of cost (first-in, first-out) or market 5,584,046 5,192,704Prepaid Expenses 1,430,192 1,121,938Work Orders in Progress 1,885,433 1,173,601

$13,825,307 $13,418,920

LIABILITIES AND EQUITYLiabilities:

Accounts Payable:Trade $ 2,368,155 $1,817,809Delaware River Port Authority (Note 2) 250,852,000 252,892,664

Accrued Liabilities:Reserve for Other Post Employment Benefits (Note 4) 10,269,503 10,269,503Deferred Revenue (Note 5) 3,706,376 3,821,307Wages 756,490 596,911Payroll taxes 51,842 72,201Pension and Other 663,315 499,002Sick Leave Benefits 417,209 394,636Reserve for Unused Vacation 357,291 328,582Reserve for contingent liabilities (Note 3) 3,468,561 3,170,628

$ 272,910,742 $ 273,863,243

Equity:Advances from Delaware River Port Authority 385,338,619 393,216,106Deficit ($ 644,424,054) ($ 653,660,429)

$ 13,825,307 $ 13,418,920

April 30, 2015BALANCE SHEET

PORT AUTHORITY TRANSIT CORPORATION

Year to date ended Month ended

April 30, 2015 April 30, 2015Operating Revenues:

Passenger fares $8,049,633 $2,110,428Passenger parking 263,561 70,882Passenger - other 40,976 9,816

Advertising 141,791 37,137Miscellaneous 2,290 1,681Interest Income From Investments 0 0

$8,498,251 $2,229,944

Operating Expenses:Maintenance of Way and Power 4,258,557 952,701Maintenance of Equipment 2,734,643 908,347Purchased Power 1,828,622 409,131Transportation 5,154,292 1,351,129General Insurance 237,003 164,472Superintendence and General Office 1,480,843 371,846

15,693,960 4,157,626Rent of Rapid Transit System Facilities (Note 2) 2,040,664 510,167Other Post Employment Benefits Accrual (Note 4) 0 0

$17,734,624 $4,667,793

Net Income (loss) ( $ 9,236,373) ( $ 2,437,849)

Deficit, December 31, 2014 ($ 644,424,054)

Deficit, April 30, 2015 ($ 653,660,429)

STATEMENT OF REVENUES AND EXPENSES AND DEFICIT

PORT AUTHORITY TRANSIT CORPORATION(A Wholly Owned Subsidiary Of Delaware River Port Authority)

FOR THE PERIOD INDICATED

See Notes To Financial Statements

PORT AUTHORITY TRANSIT CORPORATION(A Wholly Owned Subsidiary of the Delaware River Port Authority)

April 30, 2015

NOTES TO FINANCIAL STATEMENTS

1. Investments:

The Corporation has set aside $2,655,000. to partially fund its liability for self-insurancewith the following limits:

(a) Totally self-insured for Voluntary Workers Compensation.

(b) Comprehensive General Liability from the first dollar to $5,000,000per occurrence.

2. Rent of transit system facilities:

All rapid transit system facilities used by the Corporation are leased from the Delaware River Port Authority,under terms of an agreement dated April 18, 1969 and amended June 3, 1974. The lease requires theCorporation to operate and maintain the Locust-Lindenwold line.

The terms of the amended agreement, which was made retroactive to January 1, 1974, and which is to continuefrom year to year, provide that the Corporation pay a minimum annual rental of $6,122,000, whichapproximates the sum of the annual interest expense to the Delaware River Port Authority for that portion ofits indebtedness attributable to the construction and equipping of the leased facilities plus the provision fordepreciation of the rapid transit facilities as recorded by the Authority. In addition, the lease requires theCorporation to pay to the Authority any net earnings from operations for the Locust-Lindenwold line less areasonable amount to be retained for working capital and operating reserves.

The rent is payable semi-annually on June 30 and December 31. The Corporation is in default of thisagreement as payments totaling $252,892,664 from January 1, 1974 through April 30, 2015 have not beenmade to the Authority.

3. Reserves for Contingent Liabilities:

Pursuant to a policy of self-insurance, the Corporation has reserved $ 999,479 for Comprehensive GeneralLiability and $ 2,171,149 for Workers' Compensation.

4. Other Post-Employment Benefits:

The Government Accounting Standards Board (GASB) has issued Statement No. 45, “Accounting andFinancial Reporting by Employers for Post-Employment Benefits Other than Pensions (OPEB),” whichaddresses the accountability and disclosure of the costs and obligations, that are associated with post-employment health care and other non-pension benefits to current and future retirees, by governmentalentities. Pursuant to this requirement, the Corporation adopted its reporting requirements during the 2007fiscal year. The OPEB accrual, in recognition of the costs and obligations associated with post-employment health care, represents an actuarial determined amount upon an unfunded assumption under a30-year amortization period at a discount rate of 5%.

5. Deferred Revenue:

Deferred revenue consists of the prepayment of fares related to the unearned values on passengers’ smartcards for unused trips.

OPERATIONS & MAINTENANCE



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Operations & Maintenance Committee Meeting



Committee Members:

Albert Frattali, ChairmanRohan Hepkins, Vice ChairmanWhitney WhiteFrank DiAntonioCharles FentressRichard SweeneyAntonio Fiol-Silva (via telephone)John Lisko, Chief of Staff, Pennsylvania Treasury

(for Acting Pennsylvania Treasurer ChristopherCraig (via telephone)

Others Present:

Ryan Boyer, Chairman to DRPA/PATCO Board(via telephone)

Amy Herbold, Senior CounselNew Jersey Governor's Authorities Unit

DRPA/PATCO Staff:


Acting Corporate SecretaryStephen Holden, Deputy General CounselGerald Faber, Assistant General CounselKathleen P. Vandy, Assistant General CounselRichard J. Mosback, Jr., Assistant General CounselDan Auletto, Acting Chief Operating Officer

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Michael Venuto, Chief EngineerDavid Aubrey, Acting Inspector GeneralValerie Bradford, Bridge Director, Ben Franklin and

Betsy Ross BridgesJohn Rink, General Manager, PATCOBennett Cornelius, Assistant General Manager, PATCOSteve Reiners, Fleet Manager, Walt Whitman BridgeSheila Milner, Administrative CoordinatorElizabeth McGee, Administrative Coordinator

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I N D E X

Page

Roll Call 4

Construction for OPC 6th Floor Interior 5Renovations and Alterations

Construction Monitoring Services for Contract 6No. BF-37-2013, BFB 5th Street PhiladelphiaTunnel Rehabilitation

Right of Entry Permit and Related Agreements 8with 4th Coast Productions

2015 Dump Trucks Seven (7) and Hydraulic 11Systems Seven (7)

Installation of Cameras for PATCO Station 15Bike Racks

Rental Uniforms and Laundry Services for PATCO 16

Sole Source Procurement for Integration of Toll 18Lane DMS Canopy Signs with Toll SATS Menu

Right of Entry and Perpetual Aerial Easement 20for PSEG Aerial Power/Fiber Cables overRoute 90 near Betsy Ross Bridge

General Discussion

Change Order - American Bridge Company for 22BRB Emergency Repairs

Spending Tracking 25

Executive Session 26

Adjourn 27

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(8:07 a.m.)

CHAIRMAN FRATTALI: I'd like to call to order

the meeting of the Operations & Maintenance Committee,

Delaware River Port Authority, and ask the Corporate


MS. MAYOCK: On the telephone, we have Board

Chairman Boyer?


MS. MAYOCK: O&M Chairman Frattali?

CHAIRMAN FRATTALI: Here.

MS. MAYOCK: Vice Chairman Hepkins?

VICE CHAIRMAN HEPKINS: Here.


COMMISSIONER FIOL-SILVA: Here.





MS. MAYOCK: Do we have Commissioner Lisko on

the line? No.

Commissioner White? No.

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We still have a quorum. You're good.

COMMISSIONER DiANTONIO: I'm here, too.

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

from, Commissioner DiAntonio? My apologies.

Anybody else I'm not recognizing?

We have a quorum.

CHAIRMAN FRATTALI: All right. There are

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

construction for One Port Center, sixth floor interior

renovations and alterations.

Mr. Venuto?

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

morning, Commissioners. Staff is seeking

authorization to negotiate a construction contract

with the firm of Murphy Quigley Company to perform

interior renovations and alterations of the sixth

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

The sixth floor was designed and configured

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

Since that original configuration of the sixth floor,

the IS department has expanded and the space needs to

be reconfigured to accommodate their needs.

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The project was publicly advertised. Nine

sets of documents were sold and three bids were

received. Staff has completed the evaluation of the

bids and recommends that a contract be awarded to

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

the lowest responsive and responsible bidder.

CHAIRMAN FRATTALI: Are there any questions on

this? If not, I need a motion.





ALL: Aye.


The ayes have it.

The second item is construction monitoring

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

Franklin Bridge 5th Street Philadelphia Tunnel

rehabilitation.

Mike?

MR. VENUTO: Thank you. This is the project

-- this is the construction project we talked about

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last month where the construction was approved for the

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

What is being handed out -- attached to the

summary statement and resolution in the packet is a

memo from me that talks about the selection process,

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

of -- I wanted to replace the attachment to the

summary statement and resolution. What was changed is

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

highest technically ranked firm and somehow, on the

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

replacing the attachment. That's the new attachment,

yes.

So, staff is seeking authorization to

negotiate an agreement with Johnson, Mirmiran &

Thompson to provide construction monitoring service

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

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

The agreement will provide full-time, on-site

construction inspection and monitoring services for

the 5th Street tunnel rehabilitation project.

The services include a part-time resident

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engineer and full-time support inspection staff for

inspecting all contract field activities and

monitoring of the contractor's compliance with the

plans and speculations.







second.

All in favor?

ALL: Aye.


The ayes have it.

The third item is the right-of-entry permit

and related agreements with 4th Coast Productions.

Mike?

MR. VENUTO: Yes. Commissioners, we are

embarking on a challenging painting project of the

Commodore Barry Bridge; a de-leading and painting

project. We received the request from 4th Coast

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Productions to film a documentary of the painting work

to show the importance of rehabbing major structures,

specifically for painting and coatings.

We have talked to -- following their inquiry

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

engineering, from Legal, and Bridge Operations -- to

discuss what they want to do and what they are going

to use it for. We have satisfied ourselves that it

would be beneficial to both them and to the DRPA to

show the nature of this type of work.

At this point, Staff is seeking authorization

to negotiate and enter into an appropriate property

access agreement permitting 4th Coast Productions to

enter DRPA property on and adjacent to the Commodore

Barry Bridge. 4th Coast plans to bring limited

personnel and equipment onto the premises for the

purpose of filming a documentary motion picture

highlighting the bridge painting and rehabilitation

work.

The insurance and indemnifications provision

will be included as part of any agreement. And the

agreement will also include reservation of the

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Authority's rights to review and edit any footage for

security sensitive information and/or other

operational purposes, as well as to limit the use of

any footage for commercial purposes for the contractor

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

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

not as collecting film for commercial purposes for the

contractor.

The contractor has agreed with 4th Coast

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

advertising purposes. And we are going to have the

rights to review any and all footage.


BOARD CHAIRMAN BOYER: I have a question.

This is Ryan Boyer.

CHAIRMAN FRATTALI: Go ahead, Chairman.

BOARD CHAIRMAN BOYER: Did we run it by

Security and the Police Department, because they're

going to be concerned with the safety on the bridge.

Did we check their film crew to make sure that they

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

clearance?

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

vetted this with our Division of Homeland Security and

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

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

short time a third person with the filming crew, and

they will be required to have the background checks

and a TWIC card prior to being on-site.

BOARD CHAIRMAN BOYER: Okay.




CHAIRMAN FRATTALI: Any second?



second.

All in favor?

ALL: Aye.


Ayes have it.

The fourth item is the purchase of seven dump

trucks and hydraulic systems in 2015.

Mr. Reiners?

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

asking for three items here. The first item would be

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

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

second item is we're asking to purchase seven cab

chassis and seven hydraulic systems from two separate

contracts. The cab chassis are purchased on a New

Jersey State contract and the hydraulic systems are

purchased off the Coast Guard's contract with

Pennsylvania.

What we are finding out right now is that the

New Jersey State contract has been in place for four

years now and they are looking to increase their

pricing for the next year, which it could be a

substantial increase, as per the vendor. So what we

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

feel as though by purchasing them this year, we will

have a substantial cost savings. We are going to

repurpose some of the existing equipment on the dump

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

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

we have right now are stainless steel.

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Our expectation is that we'd probably save

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

later.

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

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

right?

MR. REINERS: That's a separate --

MR. HANSON: That's a separate issue?

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

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

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

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

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

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

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

because the contract is only good up until December

31st.

COMMISSIONER DiANTONIO: So you're buying the

cab and chassis, and then using existing bodies?

MR. REINERS: Existing bodies off our old

trucks onto those.

COMMISSIONER DiANTONIO: With the hydraulic

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

also?

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

system, also.


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

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

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

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

truck, because they are stainless steel dump bodies.

COMMISSIONER DiANTONIO: So they will be

2015’s?

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

would disperse them out over the next two years, so

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

one time.

COMMISSIONER DiANTONIO: Right, exactly.

Okay.





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ALL: Aye.


The ayes have it.

The fifth item is the installation of cameras

for PATCO station bike racks.

Mr. Rink?



negotiate a contract with Schneider Electric Buildings

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

equipment installation of 12 new cameras that view the

bicycle racks at Lindenwold, Ashland, Woodcrest,

Haddonfield, Westmont, Ferry Avenue, and 8th and

Market Street stations. The purchase will have

pricing under the GSA contract for the labor and the

PA CoStars contract for the materials.

The equipment installation and cameras will

view the bicycle racks at the seven stations I

mentioned and improve security. Currently, we have

existing cameras at the concourse bike racks and our

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

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

existing cameras.

We are seeking authorization to negotiate this

contract with Schneider Electric.







ALL: Aye.


The ayes have it.

The sixth item is rental uniforms and laundry

services for PATCO.

Mr. Rink?


Commissioners. We're seeking to negotiate a contract

with UniFirst Corporation --

MS. MAYOCK: Chairman Boyer, do you mind

putting your phone on mute, please?

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MR. RINK: We're seeking to negotiate a

contract with UniFirst to furnish and install our

rental uniforms, supply the uniform storage lockers,

and furnish and clean door and floor mats for a period

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

Our labor agreements with our 240 maintenance

and operating employees state that we require them to

wear a uniform; PATCO is to provide that and maintain

it. This enables us to control the standard of

appearance and cleanliness of our uniformed employees.

There is no annual clothing allowance paid to the

employees.

Back on February 24th, we sent invitations to

bid to five potential suppliers. We also advertised

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

which were no bids, and the lowest responsive bid was

submitted for an annual cost of $58,329.44 by

UniFirst, which is our current vendor.

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

as listed in the summary statement, they are using the

same annual price each year. There is no increase

from year to year.

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The $189,988.32 total includes an allowance of

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

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

uniforms from the company and provide them to that

employee.

So we are seeking authorization to enter into

a contract with the lowest responsible bidder,

UniFirst.

CHAIRMAN FRATTALI: Any questions? If not, I

need a motion.

COMMISSIONER SWEENEY: So moved.




second.

All in favor?

ALL: Aye.


Ayes have it.

The seventh item is for sole source

procurement for integration of toll lane digital

message canopy signs for scalable automatic toll

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systems menu.

Ms. Bradford?

MS. BRADFORD: Good morning, Mr. Chairman,

Commissioners. This item is a request to authorize

staff to negotiate and enter into a sole source

procurement contract with TransCore to provide

services for the toll lane automatic system. The

service they would provide is a software application

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

digital lane message signs that currently or recently

were installed over the canopies to the bridges.

At this time they are not connected; they act

independently. But this enhancement through TransCore

we believe will increase safety because it would allow

the lanes to change in the closed mode or open mode

when the collector enters or exits the toll lane.

This gives the motorist immediate feedback as to which

lanes are open or closed; currently, they run

steadily.

TransCore is DRPA's current electronic toll

collection software vendor for maintenance; the

system is proprietary that they have designed,

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developed, and maintained it. Because of its

proprietary nature and the fact there is not licensing

for other parties to maintain the system, we have

negotiated pricing with TransCore as sole source.

We have looked closely at the figures with our

IS Department and Bridge Operations, and find them

reasonable. They're within what we have budgeted.

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

approval to move forward with this.



VICE CHAIRMAN HEPKINS: So moved.




ALL: Aye.


Ayes have it.

The last item is right-of-entry and perpetual

aerial easement for PSE&G aerial power and fiber

cables over Route 90 near the Betsy Ross Bridge.

Ms. Bradford?

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MS. BRADFORD: Thank you. We are seeking

Board authorization to again negotiate and enter into

a right-of-entry indemnification and other related

agreements for a perpetual aerial easement for PSE&G

to install power fiber optic cabling across Route 90.

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

is DRPA jurisdiction. And in order for them to

install these cables, it would require a perpetual

easement.

The poles for the cables are just off DRPA's

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

are not within our property; however, the cabling

would be passing over Route 90, east and westbound.

The proposed agreement would have all

necessary indemnifications and insurance requirements.

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

called the Riverside Network. Apparently, it's an

attempt to fortify or increase their transmission

network in the Union Avenue area of Pennsauken, so

this is a key element that would link up this

particular network. So for that reason, we are

requesting this perpetual aerial easement for PSE&G.

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CHAIRMAN FRATTALI: Have any questions?


COMMISSIONER SWEENEY: Move the motion.




ALL: Aye.


The ayes have it.

All right. We have two items for general

discussion today. The first one is a change order on

American Bridge Company for the Betsy Ross Bridge

emergency repairs.

Mike?

MR. VENUTO: Thank you. We recently completed

-- we did some lower box-chord repairs under emergency

authorization as a result of something we found in the

biennial inspection. We are complete with that work.

American Bridge Company completed that work.

The original contract amount was $734,900, of

which $25,000 was for unforeseen site conditions in

case we found something when we got out there. We

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didn't find any necessary changes in the work.

However, when we initially went out for the emergency

procurement, we told the contractors that we didn't

need a bond to do the work. But after we received the

bids, we felt otherwise; we thought it would be better

to have a performance bond before they went out there,

so we asked them to procure one.

The cost of that was $5,122, so we're going to

deduct that from the unforeseen site conditions. This

will be the final change order. The job was closed

out. The original contract amount was $734,900. This

final change order will be a reduction of $19,878, for

an adjusted contract value of $715,022.

COMMISSIONER DiANTONIO: Mike, just a question

or a rule of thumb on change orders. Is there an

amount of money that's there, like an earmarked amount

of money to request a bond?

MR. VENUTO: To request a bond on a change

order of a project?

COMMISSIONER DiANTONIO: On a change order.

Say, if the change order is $100,000, or $50,000, or

$700,000, is there a number that you would put on it

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to request a bond?

MR. VENUTO: The direct answer is no. We

don't have a specific "X" percent in that when we

request a bond. But if we do have a significant

change order -- we just had one recently on -- we're

talking about a change order on one of the projects

now where we're saying we do want to -- if it's a

significant portion, but we don't really have a

specific percentage of it.

COMMISSIONER DiANTONIO: Okay. The initial

bond that was set, I'm just wondering if that would

cover the change order amount of money.

MR. VENUTO: Generally, our change orders have

been less -- we run less than 3 percent on projects.


MR. VENUTO: So that tends not to be a big

issue for us.

COMMISSIONER DiANTONIO: So it wouldn't be an

issue, right?

MR. VENUTO: In this case -- I'm sorry.

MR. HANSON: In this case, the change order is

the bond, though, right? We didn't ask for it at

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first and now we're asking. So the change order right

now is just that we didn't get a bond at the beginning

and later decided that we wanted one.

COMMISSIONER DiANTONIO: Oh, okay. All right,

that makes sense. Okay.

MR. VENUTO: Yeah, so this was a separate

contract. Since it was an emergency repair, rather

than go with the sole source emergency, we priced it

with three contractors who were already on our site so

we could get a competitive price. Originally, when we

went out to those three, we said it's not a change

order to your original contract, it's going to be a

new contract and we didn't need a bond. But in

afterthought, we decided we did want a performance

bond in case something happened. So this $5,000 is to

pay for that bond, on that contract.

COMMISSIONER DiANTONIO: Okay. Now, it makes

sense.


The next item is the spending tracking.

MR. VENUTO: So 2015, again, the capital

budget for engineering projects is around $110

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million, out of the $146 million 2015 overall capital

budget. At this point our projections were about $33

million to be spent.. We're running at a track of

about 50 percent of that; we've spent about $17

million. Last month was a particularly lower month,

but this month we hit 93 percent of our target; we

anticipated spending $10.3 million and we spent $9.6

million.

Some of the reasons for some of the lower

spend months included a couple of projects that got a

late start, the Walt Whitman Bridge painting being one

of them. Also late was the car overhaul project; we

intended to spend some money on it earlier this year

but, as we all know, the cars were only accepted and

put into revenue service last week. Over the next

month we will be making a large payment there, which

will affect our spending in the positive direction.


All right. At this time, I'd like to call for

a motion to go into Executive Session. Decisions made

in Executive Session will be made public when the

issues are resolved.

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ALL: Aye.

CHAIRMAN FRATTALI: We are in executive

session.



CHAIRMAN FRATTALI: I will now call for a

motion to close Executive Session and go back into

open session. Do I have a Motion?



COMMISSIONER HEPKINS: Second.

CHAIRMAN FRATTALI: If there is no further

business for the Operations & Maintenance Committee, I

need a motion for adjournment.





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ALL: Aye.

CHAIRMAN FRATTALI: We are adjourned.


June 3, 2015 the meeting adjourned.)

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Operations & Maintenance Committee on June 3, 2015,

were held as herein appears, and that this is the

original transcript thereof for the file of the

Authority.



SUMMARY STATEMENT

ITEM NO.: PATCO-15-014 SUBJECT: Installation of Cameras forPATCO Station Bike Racks




PROPOSAL: That the Board authorizes staff to negotiate a contract with SchneiderElectric Buildings Americas, Inc. for an amount not to exceed$108,850.40 for the equipment and installation of twelve (12) newcameras to view bicycle racks at Lindenwold, Ashland, Woodcrest,Haddonfield, Westmont, Ferry Avenue, and 8th/Market StreetStations. This purchase is provided with pricing under GSA Contract#GS-07F-7851C for the labor and the PA Costars Contract #008-198for the materials.

PURPOSE: To provide for the equipment installation of cameras to view bicycleracks at seven (7) PATCO stations and improve security.

BACKGROUND: In order to improve the security of bicycles locked in racks at PATCOstations, twelve (12) cameras will be installed to visually monitorbicycle racks at the Lindenwold, Ashland, Woodcrest, Haddonfield,Westmont, Ferry Avenue, and 8th/Market Street Stations.

Staff therefore recommends negotiating a contract with SchneiderElectric Buildings Americas, Inc. for the equipment and installation ofcameras for an amount not to exceed $108,850.40.

SUMMARY: Amount: $108,850.40Source of Funds: General FundCapital Project #: T14005Master Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: N/A

PATCO-15-014Operations & Maintenance: June 3, 2015

Board Date: June 17, 2015Installation of Cameras for PATCO Station Bike Racks

RESOLUTION

RESOLVED: That the Board authorizes staff to negotiate a contract with SchneiderElectric Buildings Americas, Inc. for an amount not to exceed$108,850.40 for the equipment and installation of cameras to viewbicycle racks at Lindenwold, Ashland, Woodcrest, Haddonfield,Westmont, Ferry Avenue, and 8th/Market Street Stations. Thispurchase is provided with pricing under GSA Contract #GS-07F-7851C for the labor and the PA Costars Contract #008-198 for thematerials.

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: $108,850.40Source of Funds: General FundCapital Project #: T14005Master Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: N/A

SUMMARY STATEMENT

ITEM NO.: PATCO-15-015 SUBJECT: Rental Uniforms andLaundry Services for PATCO




PROPOSAL: That the Board authorizes staff to negotiate a contract with UniFirstCorporation to furnish and launder rental uniforms, supply uniformstorage lockers, and furnish and clean door and floor mats for a periodof three (3) years.

Amount: $189,988.32

Contractor: UniFirst Corporation940 River RoadCroydon, PA 19021

PURPOSE: To furnish the PATCO maintenance and operating departments withclean rental uniforms that are designed and manufactured to bedurable and serviceable for their intended environment and functions.

BACKGROUND: PATCO’s labor agreement with its 240 maintenance and operatingemployees states “...if any employee is required to wear any kind ofuniform ... such uniform shall be furnished and maintained byPATCO.” This enables PATCO to control the standard of appearanceand cleanliness for its uniformed employees. No annual clothingallowance is paid to the employees. The current uniform styles andmaterial choices were developed in concert with the maintenance andoperating crafts that are issued uniforms.

On February 24, 2015, Invitation for Bids (IFBs) were sent to five (5)suppliers potentially capable of providing this material and service. Theprocurement was also advertised on the DRPA web site from February24, 2015 through March 19, 2015. Four (4) bids were received; two (2)of which were submitted as “No Bids.” The results are as follows:

SUMMARY STATEMENT -2- Rental Uniforms and Laundry ServicesO&M 6/3/15 for PATCO

UniFirst Corporation $58,329.44 per yearClean Rental $58,584.24 per yearAramark No BidWash Cycle Laundry No Bid

The lowest responsive bid of $58,329.44 was submitted by UniFirstCorporation and will be the annual cost of this contract. UniFirstCorporation is the current vendor.

The breakdown for the initial three (3) year term and one (1) optionyear is:

Year #1: $58,329.44Year #2 $58,329.44Year #3 $58,329.44Option Year: $58,329.44

Staff recommends that PATCO be authorized to enter into a three (3)year agreement with an option for one (1) additional year withUNIFIRST CORPORATION to provide rental uniforms and laundryservices. The annual cost of this contract will be constant through thelength of this contract.

*The $189,988.32 total includes an allowance of $15,000.00 to cover thecost of uniforms for any new employees.

SUMMARY: Amount: $189,988.32Source of Funds: Revenue FundOperating Budget: Contractual ServicesMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: Three (3) years with one (1) year renewal

optionOther Parties Involved: N/A

PATCO-15-015Operations and Maintenance Committee: June 3, 2015

Board Date: June 17, 2015Rental Uniforms and Laundry Services

for PATCO

RESOLUTION

RESOLVED: That the Board authorizes the appropriate officers of the Port AuthorityTransit Corporation to negotiate a contract with UniFirst Corporation ofCroydon, Pennsylvania for a period of three (3) years for rental uniformsand laundry services in an amount not to exceed $200,000; and be itfurther

RESOLVED: That the Chairman, Vice Chairman and the President must approve andare hereby authorized to approve and execute all necessary agreements,contracts or other documents on behalf of PATCO. If such agreements,contracts, or other documents have been approved by the Chairman,Vice Chairman and President and if thereafter either the Chairman orVice Chairman is absent or unavailable, the remaining Officer mayexecute the said document(s) on half of PATCO along with the President.If both the Chairman and Vice Chairman are absent or unavailable, andif it is necessary to execute the said document(s) while they are absent orunavailable, then the President shall execute such documents on half ofPATCO.

SUMMARY: Amount: $189,988.32Source of Funds: Revenue FundOperating Budget: Contractual ServicesMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: Three (3) years with one (1) year renewal

optionOther Parties Involved: N/A

FINANCE



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Finance Committee Meeting



Commissioners:

Jeffrey Nash, ChairmanWhitney WhiteE. Frank DiAntonioElinor HaiderJohn Lisko, Esq., Chief of Staff

(for Acting Pennsylvania Treasurer ChristopherCraig)(via telephone)

Charles Fentress

Others Present:

Amy Herbold, Senior Counsel,New Jersey Governor's Authorities Unit

Victoria Madden, Chief Counsel for Auditor GeneralDePasquale (via telephone)

Arnold Alston, Vice President, Wells FargoJames Blanda, Executive Director,

Camden County Improvement Authority

DRPA/PATCO Staff:


Acting Corporate SecretaryStephen Holden, Deputy General CounselKathleen Vandy, Assistant General CounselRichard Mosback, Jr., Assistant General CounselJames White, Chief Financial Officer

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David Aubrey, Acting Inspector GeneralSteve Reiners, Fleet Manager, Walt Whitman Bridge John Rink, General Manager, PATCOBennett Cornelius, Assistant General Manager, PATCO Kathleen Imperatore, Director, Fare Collection Mike Williams, Acting Manager, Corp. CommunicationsSheila Milner, Administrative Coordinator Elizabeth McGee, Administrative Coordinator

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I N D E X

Page

Roll Call 4

Financial Update 5

SS&R Action Items:

Approval of New PATCO Fare Schedule for 15Pope's Visit

PATCO FREEDOM Card Acceptance on SEPTA KeySystem 27Readers - Amendment to Tariff 112(Supplement 16)

Discussion:

Purchase of Seven (7) Cab Chassis and 33Seven (7) Hydraulic Systems

Executive Session

Adjourn 45

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(9:37 a.m.)

CHAIRMAN NASH: All right. I'm going to call

the meeting of the Finance Committee to order and ask

the Corporate Secretary to please call the roll.

MS. MAYOCK: Chairman Nash?

CHAIRMAN NASH: Here.


COMMISSIONER LISKO: On the phone.









MS. MAYOCK: Do we have Vicci Madden on the

phone for General DePasquale?

MS. MADDEN: I am.

MS. MAYOCK: We have a quorum.

CHAIRMAN NASH: Thank you. And thank you,

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everybody, for coming today. We're going to start

with a financial update.

Mr. White?

MR. WHITE: Okay, thank you. Good morning,

Commissioners. If you will -- hopefully, everybody

has in their packet the sheet that starts "DRPA/PATCO

Unaudited Financial Summary for June 2015, as of

June 1, 2015."

Before I get into that, I just wanted to

update the Finance Committee on a couple of things.

Number one, we are proceeding with working with the

Home Port Alliance related to the loan guarantee that

was passed by the Board a month or so ago. In fact,

the General Counsel's Office and Steve Holden are

working aggressively with them to move the process

forward.

Steve, do you want to say maybe something just

to update us on it?

MR. HOLDEN: We have a draft of the guarantee.

We have a draft of the agreement -- thanks for

inviting me to the big table. We have a draft of the

guarantee. We have a draft of an agreement with the

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Home Port Alliance. We're waiting for the bank to

send us copies of the note and the security agreement

because we want to be sure that the things that we

guaranteed the last time are in or not in the

guarantee we are giving this time; we want to know

exactly what it is we are guaranteeing and what the

terms are. We can't know that until we see the note.

The bank has not yet prepared the new note.

Although, in my conversations with one of the bank

vice presidents I was assured that the bank intends to

grant the 10-year note and extension. They don't have

the documents yet. We're waiting to review them. So

we'll make the deadlines.

And in the event the bank hasn't prepared the

documents for us to review by the end of the term of

the note, which is likely, I have an email

representation, a guarantee from the bank that they

will not collapse the note. They won't enforce

payment on the note. That's the current status.

Thank you.

MR. WHITE: Thank you, Steve. After we

actually passed the loan guarantee, I think it was

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even that evening, Home Port Alliance had a board

meeting. They were looking at the proposals from four

different banks. They narrowed it down to one bank

and that's the bank we are working with at this point.

So, that just updates you on where we stand in terms

of the loan guarantee.

The other thing I just wanted to bring to your

attention is that every five years we have to do an

arbitrage analysis on our bonds to determine if we owe

the IRS any money. We recently completed an arbitrage

analysis for the 2010 revenue refunding bonds, those

are the bonds that are variable-rate bonds and there

is no rebate liability, so we're in good shape in

terms of that particular analysis.

The third item I wanted to bring to your

attention before we get into the financials is that we

are getting very, very close to initiating the bid

process on the replacement transaction for UBS as our

counterparty. In bringing you up-to-date every now

and then on this, – there is a lot of paperwork

involved. There is information we have to send to the

rating agencies, etc., but we're looking for that

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transaction to be completed by the end of June. So,

that will bring a lot of smiles around the table, at

least in terms of John Hanson and me. That will give

us a lot more flexibility in terms of dealings with

our swap portfolio.

So, if you'll turn to the DRPA/PATCO Unaudited

Financial Summary, I'll just briefly hit some

highlights. Again, because of the very mild winter --

it may not seem that way, but in terms of its impact

on traffic and revenue, it was mild -- you'll see DRPA

traffic is 328,000 vehicles above the March 31, 2014,

numbers, a 3.1 percent increase. That's down a little

bit from the last report we gave you where we were

above 4.5 percent, but my expectation is that our

traffic is going to be ahead of plan and higher than

the 2014 actuals as a result of the mild winter.

In terms of the toll revenues, toll revenues

are $2.7 million above last year. Again, we decrement

our forecast related to -- well, actually, I will get

to the budget piece. But, again, this reflects that

we didn't really have that much of a snow impact or

inclement weather during the first quarter, so really

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excellent numbers both in terms of DRPA traffic and

revenues against last year.

In terms of PATCO ridership and net passenger

revenue, we are -- our numbers through April are

slightly worse, not by a whole lot, and there was

little change in terms of the net passenger revenue

numbers. So, we're slightly ahead in net passenger

revenue figures, slightly behind last year in terms of

ridership.

In terms of DRPA traffic and toll revenues

against the budget, you'll see that we are 2.6 percent

above the budget and we are 4.7 percent above the

budget related to toll revenues. Again, we forecasted

roughly $2.8 million, assuming we'll be impacted by

snow. Obviously, if that doesn't happen, then our

actual is going to be much higher than the budget.

PATCO ridership year-to-date versus the

budget; $150,000 below budget, or 4.4 percent. Again,

there is some snow impact as far as those numbers and

we do have the ongoing Track Rehab Project that's

still having some impact, we believe, on the ridership

and perhaps even some of the lower gas prices earlier

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in the year.

Net passenger revenue is actually ahead of

budget, slightly ahead of budget, but that's a good

sign.

In terms of operating expenses, you see the

combined numbers between DRPA and PATCO. We're

roughly 13.1 percent below budget. Those numbers

again, as we go toward the summer and toward the fall,

those numbers are going to tighten up very, very

quickly. But, again, a lot of the impact right now is

on the payroll side where we, at this point, our

actuals are below budget significantly.

In terms of capital expenditures, you'll see

that is lagging against 2014. 2014 numbers were

higher than our May 31 numbers versus actual, but we

expect that to accelerate going forward.

Project Fund; we still have over $200 million

in the Project Fund. One error for those of you who

may be on the phone, but I did give the adjusted

numbers to those who are present, where it says

decrease in the project fund balances -- the

$1.6 million -- that actually should be $10 million,

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to reflect the total capital expenditures right above

that line.

We still have good growth in the General Fund

balances.

If you'll turn to the next page; nothing too

much to highlight, other than the value of the swaps.

Were we to terminate them, it would be around

$154 million. It's a positive change from last month.

And again, we hope to have that transaction completed

by the end of June.

That summarizes the stats for this month. Any

questions?

CHAIRMAN NASH: Any questions on the phone?

MR. HANSON: Can I just make one comment?

With respect to the earlier item, the IRS arbitrage

analysis that Jim talked about; we're a government, so

we don't typically pay taxes. The issue here is that

we issue bonds at a tax-free rate and so we can't

invest the money and earn more than the interest rate

that we're paying.

In its simplest form, that's what we've done.

We ensure that we didn't earn more on the money than

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we pay in interest or we would owe that to the IRS.

MR. WHITE: One thing that I failed to discuss

in terms of the April operating expenses related to

PATCO; that includes a $325,000 charge to direct

materials for obsolete inventory. The number could,

as we continue to analyze the inventory, grow to as

high as $600,000; so it's something that we have to

keep track of so that PATCO does not exceed its 2015

operating budget. I just wanted to make those

comments there.

CHAIRMAN NASH: All right. Looks like we're

in very good financial shape.

MR. HANSON: We're in good financial shape.

The point that Jim is making on the obsolete

inventory, though, is that the combination of obsolete

inventory and the Pope's visit is going to put a lot

of pressure on the operating budget.

The way that obsolete inventory works, it's

not a cash transaction. When inventory is purchased,

it's not -- it's reflected as a purchase, as an asset.

It doesn't go into expense. And then as we withdraw

the inventory to use it on the PATCO line, it gets

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charged against the budget. So the money for the

obsolete inventory was spent many years ago. It

doesn't hit the operating budget until we withdraw it.

What has happened in our preparations for the

new computer system, the new ERP system, is that they

are identifying inventory that is no longer usable.

When they remove it from the store room and

essentially scrap it, it gets expensed to the

operating budget. So, even though there is no money

that's spent, there is a reflection that obsolete

inventory has now become an expense.

It's not something that was planned in the

course of this year's budget, so that is why Jim is

raising the issue.

CHAIRMAN NASH: That's fair. This sounds like

an accounting issue that you have to grapple with.

MR. HANSON: And it has to do with the

changeover to the new cars where all the old inventory

is not going to be useable anymore.

COMMISSIONER HAIDER: I'm sorry. What was the

dollar amount of obsolete inventory?

MR. WHITE: The chart through April is

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$325,000, so PATCO was still -- as you look at the

numbers, it's still around $1.7 million under budget.

But that number is expected to get higher as we

complete that analysis in terms of obsolete inventory.

MR. RINK: The Director of Finance, he

anticipates that potentially that could be up to

$600,000 by year-end.

COMMISSIONER HAIDER: Okay, okay.

CHAIRMAN NASH: You should put an asterisk

next to that number when you're inputting in the

budget, so we know.

MR. WHITE: Very good.

COMMISSIONER HAIDER: And, I'm sorry, do we

see it somewhere in this financial statement? I'm

not --

MR. WHITE: Yeah, it would be -- well, you

don’t see it broken out, but actually you see it in

the 2015 year-to-date actuals.

CHAIRMAN NASH: Year-to-date actuals.

COMMISSIONER HAIDER: So you're netting it out

of that?

MR. WHITE: It's included in that number.

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CHAIRMAN NASH: Part of it.

MR. WHITE: Yes, it's part of that number.

COMMISSIONER HAIDER: It's included. The

first $325 has been included there, okay.

MR. HANSON: Right. It's in there. It hit

the expenses already and it's in there, but it wasn't

planned for.

CHAIRMAN NASH: So your actuals are actually

$325,000 less, but you have to add this as an

accounting procedure.

MR. HANSON: Right.

CHAIRMAN NASH: So that's where you're even in

a better -- that's great. Okay. Now, we have some

exciting items on the agenda, today. No, I'm not

being sarcastic.

The first item is the new PATCO fare schedule

for the Pope's visit.


Commissioners. We're seeking authorization from the

Board to implement a revised schedule of fares that

will be effective on Saturday, September 26th, and

Sunday, September 27th, during the Pope's visit to

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Philadelphia. We have it specifically described in

Attachment A to the Summary Statement and Resolution.

What we are looking at planning to do is, we

would implement a one-day pass to ride the system for

$5 and a two-day pass for $10. They will all be

placed on smart cards.

As you know, the Pope is visiting and there

will be various events held in the city on a Saturday

and Sunday. During this time, PATCO and the region

expects unprecedented crowds during the visits and

that will place strains on our regional

transportation. We need to move a very large number

of customers effectively and safely, and a lot of this

is based on our experience when the Phillies had won

the World Series.

During these two dates, PATCO will not sell

any of its standard, paper magnetic tickets. We will

only utilize the smart cards. The smart cards won't

jam our ticket machines or fare gates and we will not

have to empty the bins of numerous tickets during that

day. Emptying the bins of tickets would cause us to

take the fare gates out of service, which would lead

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to backups.

The $5 and $10 charge that we propose will

allow easy change for cash transactions during window

sales and will allow for quick processing. By

utilizing only the smart cards, we'll also have the

ability to pre-sell the passes months in advance,

which we're gearing up for now.

Any of our existing customers with FREEDOM

Cards that ride the system that day, they can use

their cards as normal; they'll pay $2.50 for a single

ride. So that day, we will sell the passes and there

will be unlimited rides. You pay one fare -- $5 on

the Saturday -- and you could ride back and forth

unlimited. This varies versus our standard zone-based

system where you pay based on where you enter and exit

the system.

CHAIRMAN NASH: Can I ask a whole bunch of

questions?

MR. RINK: Sure.

CHAIRMAN NASH: You said you're selling the

cards in advance. Are you capping the number of cards

that you're going to sell to avoid overselling the

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cards? Because people are going to go and come into

Philadelphia, presumably at a designated time in

advance of the Pope's, actual public participation.

How do you envision handling pre-sale, capping the

number of cards and avoiding the nightmare of too many

people showing up in our stations?

MR. RINK: With the presales, we haven't set

any limit on that. Most of it would be the tour buses

that are coming in and we would sell those in bunches

to them. The amount of tickets and what we can

process that day; we assume we could get over 10,000

people an hour through our gates, through our system,

into the city.

CHAIRMAN NASH: We can?

MR. HANSON: Yeah, we -- according to the work

that PATCO has done, we believe that about 10,000

people an hour can be moved, assuming that everything

runs smoothly. Whether we cap the sales or not, I

think that there is a likelihood that too many people

are going to show up, based on what we're hearing in

terms of projections.

People who don't hear about pre-sales are

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going to show up with the expectation of buying a

ticket. We've made arrangements to be able to sell

tickets in accordance with some of your suggestions,

in fact, Vice Chairman Nash -- to be able to have

people with portable debit card readers set up to do

that or credit card readers set up to do that.

I think that there is going to be a lot of

people at PATCO. There's going to be a lot of people

in the city. I think that anywhere anybody goes,

there is going to be a long line, whether it's our

facility or anything else. And I don't believe that

us capping ticket sales is going to help that aspect

of it very much.

CHAIRMAN NASH: I agree with that. That's

true. People are going to show up not knowing what to

expect. But this is more than the Phillies. This is

the Phillies, Eagles, Sixers, and the Flyers all

having a parade on the same day and throwing us all in

the --

COMMISSIONER HAIDER: Wings. Union.

MR. RINK: We did purchase -- and that was

presented to the Board two months ago -- we did buy

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75,000 extra cards, smart cards, for the event. So we

shouldn’t have a problem with the pre-sales with the

number of smart cards we'll have available for them.

CHAIRMAN NASH: You're limiting the number of

stations that are coming from Jersey?

MR. HANSON: No decisions have been made on

that yet. At this time, we're working closely with

our partners, our transit partners, as well as law

enforcement, to try and come up with how this is all

going to work. It's very fluid right now. There is a

lot of scenario-based planning going on and there

really is no solid information, yet, on how we could

do that.

CHAIRMAN NASH: And I have to compliment you.

I know that your administration has been working on

this from the day the Pope announced that he was

coming to Philadelphia. So it's a very difficult

operational task and I compliment you on working --

you know, the security alone is a full-time job, so

I'm confident that you'll be able to do it as well as

possible.

I did speak with counsel for SEPTA and I know

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that they're grappling with the same issues. They are

also looking to have a special track, so what you're

doing is not different really than what SEPTA is

doing. So at the end of the day, it'll all work out.

It'll be a great event for the Delaware Valley.

MR. HANSON: We're working with SEPTA. We're

working with New Jersey Transit, with a myriad of law

enforcement agencies to do the best we can to

transport people safely, as many people as possible to

and from the city. And it is going to be a huge

event.

MR. RINK: We're seeking approval to revise

your schedule of fares to include those -- the one-

day, and the two-day passes.

CHAIRMAN NASH: One question that you briefly

touched on; there is a limited number of regular

riders, especially in the healthcare industry, that

use PATCO to get to and from Philadelphia. How are

you going to work with those, I guess, like 2,000

riders a weekend or a day during the weekend? How --

are you going to ask them to buy the passes as well?

MR. RINK: No. They’ll use our existing

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FREEDOM Card.

CHAIRMAN NASH: It does work?

MR. RINK: It will work, yes. And they'll

only be charged --

CHAIRMAN NASH: Okay. I didn't understand

that. So you can use the FREEDOM Card --

MR. RINK: Correct.

CHAIRMAN NASH: -- without buying a pass.

MR. HANSON: The difference is it's just going

to be a one-way fare; whatever way you go, $2.50.

Because the one thing that I think we are pretty sure

of -- and, John, correct me if I'm wrong – is that

we're just going to have the gates open as they leave;

so we're not going to hold people up to have to tap

out. Since we're doing that, it's just going to be a

$2.50 fare one-way.

MR. RINK: Correct. You'll tap into the

system. You'll go over to the city and you'll exit

right away. You won't have to go through the fare

gates. And then, when we bring everyone back, it will

be the same. We'll just let you back on the train.

CHAIRMAN NASH: Okay. And, obviously, you're

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going to have police there to make sure you're not

having 50,000 people running into our brand new cars.

MR. RINK: Correct.

CHAIRMAN NASH: Okay. Are there any

questions? This is very exciting. I know it's very

hard work.

COMMISSIONER WHITE: I have a question. You

guys probably addressed it, but please refresh my

memory.. Have we any projections on what we're

looking to make on this visit?

MR. HANSON: On what?

COMMISSIONER WHITE: On the Pope's visit, in

terms of revenue, any update? Do you have any

projections on that?

CHAIRMAN NASH: That's a good question.

MR. HANSON: Well, if we can move 100,000

people roughly -- is what we're planning -- in one

direction; so it would be 200,000 times $2.50,

essentially.

MR. RINK: Well, if they all bought one-day

passes, it could be up to a million.

MR. HANSON: Oh, yeah, two days.

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MR. RINK: Yeah, it will be two days, 200,000

customers with a one-day pass at $5.00, it would be

roughly a million dollars.

MR. HANSON: So it could be a million dollars.

Expenses are going to be very high though.

MR. RINK: The amount of staff, as I said, the

operating expenses, and the amount of staff that we're

going to need to supplement, to run the service.

MR. HANSON: And at the bridges, as well.

We're going to be facing significant staffing,

scheduling challenges, as well as costs.

CHAIRMAN NASH: So, the million dollars will

be offset by the extra costs that we're going to have

to face.

COMMISSIONER WHITE: Overtime, etc.

MR. HANSON: If I'm guessing, it's going to

more than offset.

COMMISSIONER HAIDER: Would revenue from

advertising be impacted in some way? Presumably, you

could price it differently.

CHAIRMAN NASH: And as a supplement to that,

it's a very good question. I'm sure you've been

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approached by vendors who are looking to set up. Any

time you have those kind of numbers running through

one spot, the vendors are going to look to sell

memorabilia, things like that.

MR. HANSON: We haven't been approached. And

I don't know --

CHAIRMAN NASH: I don't know where you would

put them, but --

MR. HANSON: Yeah. I don't know what our

response would be to that. In terms of advertising

though, John, can you touch base with Titan on that,

who is our -- that's our company that handles that.

MR. RINK: They have been looking at ideas for

that and the fact that the Pope will be here, so I'll

follow-up with Titan on that. There might be --

they're looking at opportunities in regards to that.

COMMISSIONER DiANTONIO: Just a thought that

came to mind, how about the handling of handicapped

persons with wheelchairs and so forth; any provisions

made in reference to that?

MR. RINK: All the stations have elevators, so

that won't be an issue if somebody --

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COMMISSIONER DiANTONIO: No, I mean in lines

and so forth.

MR. RINK: We're going to have staff on the

platforms and on the trains, so we would make sure

that they are accommodated.

CHAIRMAN NASH: You know that's a very good

question. It's going to be crowded.

Any other questions?

Good job.

MR. RINK: We need approval?

CHAIRMAN NASH: I was just going to say put

another asterisk in your -- we'll have a double

asterisk, that's money from the Pope versus -- you're

going to need a keyboard to figure out your big chart.

So there is a resolution that's been

presented. Is there a motion to adopt?




ALL: Aye.


So this goes on this coming June 17th agenda,

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John?

MR. RINK: Correct.

CHAIRMAN NASH: All right. The next item is

PATCO FREEDOM Card acceptance on SEPTA key system

readers, amendment to Tariff 112, Supplement 16.

John?



negotiate a memorandum of agreement with SEPTA and

amend our current interline transfer agreement to

allow acceptance of PATCO's FREEDOM stored-value card

at SEPTA's transit system key program point-of-entry

readers at a non-discounted rate.

The purpose of the agreement is to continue

the transfers under our current tariff by allowing use

of the FREEDOM Card on any SEPTA vehicle. That's

their bus, regional rail, the regular rail trolley.

Any place that SEPTA will have their new key system

point-of-entry readers, we'll be able to use --

customers will be able to use -- their FREEDOM Card to

do that, but at a non-discounted rate.

Under our current agreement, we currently sell

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roundtrip, two-part paper transfers at our ticket

vending machines and we act as an agent for SEPTA.

The first part of the transfer is valid for 60 minutes

from the time-of-issue and then they get a second part

that's valid for 24 hours.

Our customers pay about -- they pay $3.10.

The normal roundtrip cost is $3.60. This 50-cent fare

discount is equally shared between us and SEPTA. It

allows only transfers on select SEPTA's routes – the

Market-Frankford subway elevated, the Broad-Ridge

subway, and some trolleys and bus routes.

When SEPTA goes to their new system, they will

no longer accept these paper transfers; therefore,

we'll no longer accept those paper transfers from our

TVMs. So once SEPTA goes to their new system, the

paper transfers that we currently have will disappear.

CHAIRMAN NASH: Do you know when that is,

John?

MR. RINK: I have Kathy. Kathy Imperatore is

Director of Fare Collections. She has been working

with SEPTA on this. I'll let Kathy answer that one.

CHAIRMAN NASH: Kathy?

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MS. IMPERATORE: SEPTA is currently in a pilot

phase and they have not announced when they're going

to roll-out their system.

CHAIRMAN NASH: Are they going to implement

that in their entire system eventually?

MS. IMPERATORE: Yes.

MR. RINK: So if our customers want to

transfer onto SEPTA, they will have to re-register

their cards, their FREEDOM Cards. Right now, you

currently can register or not register your cards. We

recommend to all of our customers to register their

card in case it's lost. You can make sure we put the

money back on the card and turn it off, and then

transfer that balance onto a new card. If they don't

register, we have no way to assist them.

However, if they register for us, in order for

them to work on the SEPTA system, they'll have to

re-register their cards and that will allow them use

their cards on the SEPTA system. So what this

agreement will allow is, once you register your card,

you'll be able to use that throughout SEPTA's system.

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And then SEPTA will bill us and we'll reimburse them

for any of those transactions.

It's a great new day in regards to that.

Basically, right now, we have about 800 of our

customers purchase these paper transfers from our

system. One thing that will disappear is that ability

to get that discounted transfer rate.

CHAIRMAN NASH: There are 800 customers a-day

that transfer?

MR. RINK: There's more than that, but only

800 purchase the transfer ticket, the $3.10 ticket.

CHAIRMAN NASH: I'm surprised it's that high.

MR. RINK: They are moving to eliminate those

paper transfers from not just here but throughout the

whole system, correct?

MS. IMPERATORE: That's correct.

CHAIRMAN NASH: What about reverse? Will we

accept SEPTA's version of the FREEDOM Card?

MR. RINK: At this time, no, but there is that

capability to do it in the future, if we so desire.

But for our customers right now who transfer over, if

they register their cards, they can use their cards on

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SEPTA's system.

So what we'd like to do with this is to

develop a memorandum of understanding that will allow

us -- for our customers to use their FREEDOM Card on

SEPTA's system. And then it allows us -- allows SEPTA

to bill us and for us to reimburse them for that cost.

Kathy, did I miss anything else?

CHAIRMAN NASH: Any questions?

COMMISSIONER HAIDER: Yeah, can you go through

aggregate cost and savings? I mean, what is the

current cost with the paper transfer system, for

example? Can you give me a little bit of a

cost/benefit on this?

MR. RINK: Actually, with that portion, the

discount transfer rate as listed in the Summary

Statement. Basically, PATCO puts out over $50,000 a

year in costs. It costs us. We are picking up that

difference in that discount, so it would be a net

savings to us over $50,000.

COMMISSIONER HAIDER: Any other forms of

savings; for example, managing the paper transfer

system? I have no idea what those kinds of costs

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involve in a paper system like the --

MS. IMPERATORE: Actually, we're going to be

taking those costs onto the back-end, so we're going

to have to electronically take care of these

transactions now. So, I don't really see a cost

savings.

MR. RINK: One thing we will have to do is --

we will have costs to modify our software systems in

Cubic. We are working on those proposals and we'll

present them to the board for approval. But we will

have to modify our -- as Kathy mentioned -- our

backroom software to be able to do all those

transactions; so, there's a cost associated with it.

COMMISSIONER HAIDER: So it would be helpful

to see a cost/benefit analysis of the whole system at

some point? I mean, I understand this just allows for

the negotiation with SEPTA. But when you're ready

with that information, it would be helpful to see that

--

MR. RINK: Sure. We'll put that together.

CHAIRMAN NASH: I don't know, are you okay

with moving forward?

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COMMISSIONER HAIDER: Sure, yes, of course.

CHAIRMAN NASH: Are there any other questions?

Seeing none, I'll take a motion to adopt this

resolution of the Finance Committee.


CHAIRMAN NASH: Is there a second?



ALL: Aye.


All right, that will also be on this coming

agenda.

The third item was presented at the O&M

Committee earlier this morning. I'm presuming that's

true since this was drafted prior to the O&M

Committee.

MR. HANSON: Correct.

CHAIRMAN NASH: It's the purchase of seven cab

chassis trucks and seven hydraulic systems.

Mr. Reiners?

MR. WHITE: Before Steve gives us some

background on this, one of the reasons CEO Hanson

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suggested that we bring this before the Finance

Committee is because this represents part of a

different approach that we're taking to vehicle

purchases. Steve and/or Dan Auletto, Acting COO, will

get into it -- but essentially, Operations approached

me and John Hanson, about putting together a five-year

plan related to when we go about purchasing vehicles.

We pass the capital budget at the end of the

year and it goes into effect in January. What happens

in many cases is that we find ourselves at the back-

end of the manufacturing cycle and, therefore,

sometimes we can't get the vehicles, or sometimes I

believe we get the vehicles actually at a higher

price.

As mentioned by Vice Chair Nash, this was

presented to the O&M Committee, but we wanted to at

least advise the Finance Committee of a different

approach related to vehicle purchases and how we're

going to carry that forward in the Capital Plan.

So, Steve or Dan, do you want to speak to the

resolution?

MR. REINERS: Yeah. We took the same approach

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that Engineering takes with their five-year look-ahead

for projects. We will have a better understanding as

to what we expect we're going to spend over the next

five years for vehicles. This being said --

CHAIRMAN NASH: Steve, when you say

"vehicles," it's not all trucks. You're talking about

the entire fleet?

MR. REINERS: Police cars, pickup trucks; not

only for the Port Authority, but for PATCO, also.

MR. WHITE: Right.

MR. REINERS: So this way we have an

understanding of what the budget is going to look like

over the next five years, similar to what Engineering

does.

That being said, one of the things we looked

at with the chassis this year was that New Jersey has

not changed their pricing for five years now.

Pennsylvania has changed the pricing on the State

contract. So we thought it would be of benefit to the

Port Authority to take advantage of that pricing this

year and purchase the vehicles this term.

I think one of the reasons that we're bringing

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it to the Finance Committee is because we're also

asking to do a capital change order from WB-13-01,

which is the Walt Whitman Bridge paint contract, to

take the money from that contract to purchase the

trucks this year.

Our expectation is that we would roughly be

saving around $358,000 by purchasing this year. Right

now, the State contract for PA is $142,000 per truck;

we would be purchasing just the cab for $71,000 off

New Jersey's contract and another $20,000 per truck

off the PA CoStar contract for the hydraulic systems,

at this point.

Again, we talked -- Mr. White talked about the

purchasing process. We run a calendar-based budget at

this point, and the states are always on a fiscal

budget from July to June. One of the problems that we

run into there is we are constantly -- in January and

February -- running into a situation where we're right

up against cut-off dates, which at that point means

we're not receiving the trucks till middle of the

summertime. And by the time we retrofit the trucks,

we're actually getting them out even later in the

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year, rather than seeing at the beginning of the year.

MR. HANSON: So another way to explain it, to

sort of combine Jim's explanation and Steve's

explanation, the vehicle -- we've always been a year

behind in the way we budget for these types of

vehicles. The State contracts are based on the way

manufacturers roll out the vehicles. Manufacturers

roll out the vehicles late summer or early fall.

That's how it starts.

Our budget gets presented in December and then

goes through a veto period, so that we can't really

access the budget until late in January and then

you've got our procurement process to go through,

which always puts us up against the deadlines for the

purchase of vehicles. It makes it difficult in terms

of going through the procurement process to meet the

end-of-the-model year, essentially, for vehicles.

So what they're talking about doing is

budgeting essentially a year ahead. What that means

is -- that's why the discussion about the paint

contract -- is we're adding essentially what would

have been next year's vehicle purchase under the old

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way. We're not going to increase the capital budget.

We're going to move money into a project that won't be

spent this year in order to cover that so the capital

budget doesn't need to be increased. Then going

forward every year, we'll be ahead of the model year

with the budget, as opposed to chasing it and being

behind.

I don't know if that was any easier to

understand?

CHAIRMAN NASH: Not really. But why don't you

just amend the capital budget to reflect that you --

instead of borrowing money from the Walt Whitman

project, just amend the budget to place money from the

Walt Whitman into --

MR. HANSON: That's what we're asking you to

do. That's exactly what we're asking you to do.

CHAIRMAN NASH: Okay.

MR. HANSON: We're not borrowing it. We're

just saying that we're not going to spend it, so we

want to amend the capital budget as part of this to

take the money that won't be spent in the Walt Whitman

Bridge --

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CHAIRMAN NASH: Got it.

MR. HANSON: -- and add it to vehicles and

then that's going to put us a year ahead so that we'll

be purchasing right in the model year, as opposed to

chasing the end of the model year.

CHAIRMAN NASH: Got you. You had a question?

COMMISSIONER DiANTONIO: Yeah, well, actually,

a comment. Which makes sense in a way, because if

you're buying the chassis with the hydraulic system

and the truck, using the bed that's on the previous

truck, that makes sense.

Also, the model year usually changes in

September, which would be a 2016 versus a 2015.

MR. HANSON: Right.

MR. WHITE: Correct.

COMMISSIONER DiANTONIO: So you're using that

money ahead, which, in my opinion, makes a lot of

sense if the bed, itself, is material that's not

rotting away.

What type of material is that? Is it aluminum

--

MR. REINERS: Stainless steel.

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COMMISSIONER DiANTONIO: Stainless steel?

MR. REINERS: Stainless steel or aluminum.

COMMISSIONER DiANTONIO: In my opinion, it's

excellent in reference to doing it that way. We

mentioned that at the O&M, but I didn't know that it

went to cars also, as far as police cars and whatever,

looking ahead like that.

MR. HANSON: Because the model year -- you're

exactly right. The model years, that's when they

change, in September. That's why, historically, the

new television shows have always been rolled out in

September to capitalize on the automobile advertising.

CHAIRMAN NASH: Now, I support getting

vehicles, but only when you need them, you know. I

don't want you -- one of the dangers of doing a

five-year plan is that if you have this -- I don't

mean dangerous in a dangerous sense.

I mean, one of the concerns that I have is

that if you have it budgeted over a five-year period

like you're planning to do, are you going to simply

replace vehicles that don't need to be replaced

earlier than they should?

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MR. REINERS: Most of the vehicles that we're

looking at under the five-year plan right now, there

are a few that are '99, and we're excluding the

heavier equipment. These are just cars and trucks, at

this point. Most of those vehicles are either from

2004 or older at this point, and we're going to try

and go from the older vehicles first to where the

2004s would be later in the budget process.

COMMISSIONER DiANTONIO: Would they be traded

or would they be auctioned?

MR. REINERS: They would be auctioned out.

We're not looking to increase the number of vehicles

that we have, just the -- because, again, by the end

of the five-year plan, you're looking at 2019, and

those 2004 vehicles are 15 years old.

COMMISSIONER DiANTONIO: Right. So they would

be auctioned off at 15 years old.

MR. REINERS: Yeah.


CHAIRMAN NASH: And as you're planning, Steve,

-- this is sort of a parenthetical to what we're

talking about -- we have partners to engage in

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sustainability talks and to reduce our carbon

footprint, and vehicles are a part of that. I would

like to work with you to make sure that we are getting

the best vehicles for the environment as possible.

And anytime there is, you know, whether it be

a natural gas vehicle or a battery fueled vehicle, if

there is a practical possibility of buying one, even

if it may be a little bit more expensive, I think that

is something that we should talk to our soon-to-be -

formed Sustainability Committee about. So, we'd like

to work with you on that.

MR. HANSON: But, they're not just a little

more expensive. The lifecycle costs right now are

significantly more expensive. I think it's a great

idea to have this committee so that we can get

direction on goals that we should be meeting in terms

of reducing the carbon footprint and what we're

prepared to spend in additional costs on vehicles and

costs on other things to meet those goals.

I think that's a great idea and it needs to be

done in an integrated fashion where we have goals,

targets, and we're prepared to talk about just how

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much money we are willing to invest to meet those

goals.

CHAIRMAN NASH: That's why I used the word

"practical." My practical may be different than your

practical.

MR. HANSON: But once the Board gives us the

goals, once the Sustainability Committee gives us

those goals and cost parameters, there is recognition

that we're spending money to achieve those goals, and

to me, then it is practical. What isn't practical is

to spend significantly more money if you're not

chasing a goal.

CHAIRMAN NASH: Right, I agree.

MR. HANSON: If you're not going after a

target.

CHAIRMAN NASH: No, I totally agree. I think

all the commissioners would agree with that, John.

COMMISSIONER DiANTONIO: One more question.

The hydraulic system, was that bidded-out with DeHart?

Were there other bids besides DeHart for hydraulic

systems?

MR. REINERS: It was off the CoStar contract

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in PA, which is a State contract. It was not -- it

was in the standard, the same kind that we currently

have right now, which is a new electronic that came

off the PA State contract, so we standardized that

whole system.


CHAIRMAN NASH: Was a resolution presented to

O&M?

MR. REINERS: Yes.

CHAIRMAN NASH: So we don't need to move on

anything on that by Finance.

Are there any other questions for this issue?

Anybody on the phone have any final questions on this?

Seeing none, I am going to -- are there any

other issues for public discussion?

CHAIRMAN NASH: All right. Seeing none, I'll

take a motion to go into closed session to talk about

issues with the contract.




ALL: Aye.

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Finance Committee on June 3, 2015, were held as herein





SUMMARY STATEMENT

ITEM NO.: PATCO-15-016 SUBJECT: Approval of New PATCOFare Schedule for Pope’s Visit onSeptember 26 and 27, 2015

COMMITTEE: Finance



PROPOSAL: That the Board authorizes staff to implement a revised schedule of faresto be effective on September 26 and 27, 2015, during the Pope’s visit toPhiladelphia, as specifically described in Attachment A hereto. Cost fora one-day pass will be $5.00 and the cost for a two-day pass will be$10.00 on smart cards.

PURPOSE: To provide one-day and two-day smart card passes for travel onSeptember 26 and 27, 2015 during the Pope’s visit to Philadelphia.

BACKGROUND: The Pope will be visiting Philadelphia on September 26 and 27, 2015,and will be holding various events in the City. PATCO and the regionexpects unprecedented crowds during the visit, and these crowds willplace strains on the region’s transportation. We need to move verylarge numbers of customers effectively and safely.

During these two dates, PATCO will not be selling its standard papermagnetic tickets. Smart cards will not jam ticket machines or faregates, and bins will not need to be emptied numerous times. Emptyingbins of tickets would lead to back-ups at the fare gates.

The $5 and $10 charge for smart card passes allows easy change forcash transactions during window sales and will allow for quickprocessing. By utilizing only smart cards, PATCO will also have theability to presell the passes months in advance. Customers with existingFREEDOM cards will be able to use the system and card as normal andwill pay $2.50 for a single ride.

SUMMARY STATEMENT -2- Approval of New PATCO Fare ScheduleFinance 6/3/15 for Pope’s Visit on

September 26 and 27, 2015

It is recommended that the appropriate staff be authorized and directedto implement the series of programmed fare changes for PATCO shownin Attachment A.

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

PATCO-15-016Finance: June 3, 2015

Board Date: June 17, 2015Approval of New PATCO Fare Schedule

For Pope’s Visit on September 26 and 27, 2015

RESOLUTION

RESOLVED: That the Board authorizes amendment of the current PATCO FareSchedule (Attachment A to Summary Statement) to change specific fareson September 26 and 27, 2015, during the Pope’s visit to Philadelphia

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

PATCO FARE SCHEDULE

Current September 26 and 27, 2015From To (Since 7/2011) One-Day Pass Two-Day PassLindenwold, Ashland& Woodcrest

Philadelphia $3.00

$5.00 $10.00

Haddonfield, Westmont& Collingswood

Philadelphia $2.60

Ferry Avenue Philadelphia $2.25Any New Jersey station Any New Jersey station $1.60Broadway & City Hall Philadelphia $1.40Any Philadelphia Station Any Philadelphia Station $1.40

Any Station using aFREEDOM Card

Any Station using aFREEDOM Card

(see above)$2.50 per single ride

for those usingan existing FREEDOM Card

ATTACHMENTA

SUMMARY STATEMENT

ITEM NO.: PATCO-15-017 SUBJECT: PATCO FREEDOM CardAcceptance on SEPTA Key SystemReaders - Amendment to Tariff 112(Supplement 16)

COMMITTEE: Finance



PROPOSAL: That the Board authorizes staff to negotiate a Memorandum ofAgreement with the Southeastern Pennsylvania TransportationAuthority (SEPTA) and amend the current Interline TransferAgreement (Tariff No. 112, Supplement No. 16) to allow acceptance ofPATCO’s FREEDOM stored value card at SEPTA’s Transit SystemKey Program point-of-entry readers at a non-discounted rate.

PURPOSE: The purpose of this agreement is to continue the interline transfersunder the current PATCO-SEPTA Tariff by allowing use of theFREEDOM Card on SEPTA’s point-of-entry readers at a non-discounted rate.

BACKGROUND: SEPTA and PATCO have maintained an Interline Fare Agreementwhich provides for a discounted SEPTA round trip fare (transfer)when used in conjunction with a ride originating or culminating in aride on PATCO.

Under the current agreement, round-trip, two-part paper SEPTAtransfers are sold from the PATCO Ticket Vending Machine (TVM).PATCO acts as the agent for SEPTA. The first part of the transfer isvalid for 60 minutes from time of issue and the 2nd part of the transferis valid for 24 hours. The cost to the customer for the two-parttransfer is $3.10. The normal cost of a round-trip SEPTA fare is$3.60. The $0.50 fare discount cost is equally shared between SEPTAand PATCO. The transfers are valid on SEPTA’s Market–Frankfordsubway-elevated, Broad-Ridge Subway, Green Line Trolleys as wellas Bus Routes 2, 4, 9, 12, 16, 21, 23, 27, 32, 33, 38, 42, 44, 47, 48 and61.

SEPTA’s new Key System will no longer accept paper transfers.Therefore, PATCO will no longer vend SEPTA’s paper transfer fromits TVMs. To continue interoperability with SEPTA, PATCO’sFREEDOM card customers who register their cards will be able touse their FREEDOM cards on SEPTA’s contactless card readers.

SUMMARY STATEMENT -- 2 - PATCO FREEDOM Card AcceptanceFinance: 6/3/15 on SEPTA Key System Readers -

Amendment to Tariff 112 (Supplement 16)

The agreement would allow a FREEDOM card that’s registered to beused on any SEPTA contactless reader. The transit trips would bepriced at SEPTA’s full fare.

The proposed agreement will allow PATCO customers who registerfor the SEPTA option and have FREEDOM cards in good standing touse SEPTA’s point-of-entry readers for fare payment. PATCO willsend SEPTA a daily file of registered cards in good standing fordownload to readers. SEPTA will allow access for all transit locationsand record the use of the card, identifying the date/time, station/busroute where it was used, as well as the SEPTA fare for the service.

Upon receipt of SEPTA’s daily file, the PATCO Automated FareCollection system will download the charges to the FREEDOM card.PATCO will deduct the funds due from the customer’s FREEDOMcard. PATCO and SEPTA will settle the funds once a month andPATCO will electronically transmit funds for the full amount owed toSEPTA for the preceding month.

Each weekday, over 800 customers purchase SEPTA paper transfersfrom the TVM. PATCO’s portion of the discounted transfer fare was$50,718 in 2014.

SUMMARY: Amount: N/ASource of Funds: N/ACapital Project #: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: N/A

PATCO-15-017Finance: June 3, 2015

Board Date: June 17, 2015PATCO FREEDOM Card Acceptance on

SEPTA Key System Readers -Amendment to Tariff 112 (Supplement 16)

RESOLUTION

RESOLVED: That the Board of Commissioners of the Port Authority TransitCorporation authorizes staff to negotiate an agreement with SEPTAwhereby SEPTA will allow use of PATCO’s FREEDOM Card forregistered customers on all SEPTA Bus Validators or at SEPTATransit gating equipment which have Key contactless readers per theattached Summary 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 orVice 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: N/ASource of Funds: N/ACapital Project #: 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-15-018 SUBJECT: Consideration of PendingPATCO Contracts (Between $25,000and $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 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-15-018New Business: June 17, 2015

Board Date: June 17, 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) – JUNE 17, 2015


1 Hoppecke Batteries, Inc.Hainesport, NJ

Purchase of a singlepoint water filling systemfor Hoppecke NiCadBatteries for PATCOEquipment.

$31,763.00 Sole Source Provider, see attachedSole Source Justification Memomarked as "Exhibit 1"

1. Hoppecke Batteries, IncHainesport, NJ

1. $31,763.00 General Fund

2 Billows Electric SupplyHaddon Heights, NJ

Purchase of Fifty (50)Mongoose LED PATCOParking Lot Fixtures.

$48,699.50 Competitive Formal Bid, IFB 15-0009 was publicly advertised andissued to eight (8) prospectivebidders. Four (4) bids were receivedand publicly opened on May 21,2015.

1. Billows Electric SupplyHaddon Heights, NJ

2. Pemberton Electrical SupplyLumberton, NJ

3. Graybar Electric CompanyTeterboro, NJ

4. Franklin Electric SupplyMoorestown, NJ

1. $48,669.50

2. $49,246.50

3. $51,900.00

4. $52,450.00

FTA Funded 80%PATCO Funded 20%from General Fund