DELAWARE RIVER PORT AUTHORITY · DELAWARE RIVER PORT AUTHORITY BOARD MEETING Wednesday, February 17, 2016 at 9:00 a.m. One Port Center, 11th Floor, Board Room ORDER OF BUSINESS 1.

DELAWARE RIVER PORT AUTHORITY

&PORT AUTHORITY TRANSIT CORP.

BOARD MEETING

Wednesday, February 17, 20169:00 a.m.

Board RoomOne Port Center

Camden, NJ

John T. Hanson, Chief Executive Officer

DRPA BOARD

DELAWARE RIVER PORT AUTHORITYBOARD MEETING

Wednesday, February 17, 2016 at 9:00 a.m.One Port Center, 11th Floor, Board Room

ORDER OF BUSINESS

1. Roll Call

2. Report of the CEO –February 2016

3. Report of the CFO

4. Approval of January 20, 2016 Board Meeting Minutes

5. Monthly List of Previously Approved Payments – Covering Month of January 2016

6. Monthly List of Previously Approved Purchase Orders and Contracts of January 2016

7. Approval of 2015 Third Quarter Financials

8. Approval of Operations & Maintenance Committee Meeting Minutes of February 2,2016

9. Adopt Resolutions Approved by Operations & Maintenance Committee of February 2,2016

DRPA-16-017 Professional Services for 2016 BiennialInspection of the Betsy Ross Bridge

DRPA-16-018 Professional Services for 2016 Biennial Inspectionof the Benjamin Franklin Bridge

DRPA-16-019 Professional Services for 2016 BiennialInspection of the Walt Whitman Bridge

DRPA-16-020 Professional Services for 2016 BiennialInspection of the Commodore Barry Bridge

DRPA-16-021 Professional Services for 2016 BiennialInspection of PATCO

DRPA-16-022 Design Services for Benjamin Franklin BridgeMain Cable Investigation and Dehumidification

DRPA-16-023 Contract No. BF-45-2016, Benjamin FranklinBridge 5th Street Tunnel Priority Wall Repairs

DRPA-16-024 PARTSWG Transit Contract IntelligenceAnalysts, Phase IV

DRPA-16-025 Procurement of one (1) 2016 Johnson VT StreetSweeper

DRPA-16-026 Procurement of three (3) 2016 Kubota Tractors

DRPA-16-027 Procurement of three (3) 2016 Ford Escapes and(1) 2016 Ford Transit Van

10. Approval of Finance Committee Meeting Minutes of January 13, 2016 andFebruary 10, 2016

11. Adopt Resolutions Approved by Finance Committee of February 10, 2016

DRPA-16-028 Selection of Qualified Counsel to ProvideLegal Services to DRPA and PATCO

12. Approval of Audit Committee Meeting Minutes of January 13, 2016 and February10, 2016

13. Unfinished Business

14. New Business

DRPA-16-029 Consideration of Pending DRPA Contracts(Between $25,000 and $100,000)

DRPA-16-030 Strategic Planning Facilitation andAdvisory Services

15. Citizens Advisory Committee Report

16. Public Comment

17. Executive Session

18. Adjournment

CEO REPORT

FEBRUARY, 2016

Delaware River Port Authority

of Pennsylvania and New Jersey

One Port Center

2 Riverside Drive

Camden, New Jersey 08101-1949

February 17, 2016

To the Commissioners:

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

A WWB customer wrote, I want to say thank you for the incredible experience I had with the

DRPA this morning. My car died while on the Walt Whitman Bridge and it was absolutely

terrifying. Needless to say, I did not stay calm and was incredibly scared. After calling 911,

they transferred me to the DRPA, who were very helpful and closed the bridge lane while I

was still on the phone with them. Two DRPA officers arrived very shortly after and they

were amazing! Officer Peter Perry came to my window and was so kind in calming me

down and explaining carefully exactly what he would be doing to get my car over the bridge.

His assurance calmed me down and I was able to steer my car over the bridge while his car

pushed mine along.

When we got safely across the bridge to the toll plaza area to stop he was again so kind and

helpful in making sure I was ok and letting me know exactly what to tell AAA in order to

make sure they arrived as quickly as possible.

I cannot thank the DRPA and Officer Perry (I did not get the other officer's name) enough.

They turned an incredibly scary experience into a safe and calm situation.

After the snow storm, the 4th largest in the region’s history, PATCO received several

compliments from our customers, including:

Report of the Chief Executive Officer

Stewardship

/Stewardship

o I must say, in my 33 years of taking PATCO to/from work, this is the BEST job I’ve

ever seen relating to the clearing of the parking lots and sidewalks of snow!

o This is why I boast that PATCO’s the best. Thanks for the hard work!

o Thanks @RidePATCO for staying open during the storm so I could get home from

work safe!

o I left a little early today considering we got 17 inches of snow over the weekend. I

got to work just fine, thanks to @RidePATCO!! Thanks!!

o Great job by PATCO getting me to work hassle free. Thank you to their dedicated

employees. You are all awesome!

o Great job with parking lots at Lindenwold.

o Wow! Great job by the @RidePATCO crews at Woodcrest. Parking lot plowed and

salted. Same for walkways. Excellent!

o @RidePATCO Thank you for running through blizzards. I get to sleep in my own

bed tonight.

o Two thumbs up to your crews. Collingswood parking lot looked great.

o Not sure who cleared off EVERYONE’s car at the Haddonfield PATCO station, but it

was a welcome surprise returning to my car today. Thanks!

o @RidePATCO amazing job at Ashland!!

o @PATCOWatchers must be said parking lot is in great shape. Crews did good!

CEO Emergency Powers

Under my CEO Emergency Powers, I approved two contracts for communications in the amount of

$24,750 each to 1) Thomas Boyd Communications, and 2) Perry Media Group (PMG) due to the

temporary departure of our Director of Corporate Communications.

Annual DBE Program Policy Statement

As a condition of continued receipt of federal financial assistance from the US Department of

Transportation, Federal Transit Administration (FTA), we must have a fully-compliant

Disadvantaged Business Enterprise (DBE) Program. Each year, we are required to circulate a signed

and dated policy statement throughout the organization and to the DBE and non-DBE business

communities that perform work on the Authority’s DOT-assisted contracts. The Authority’s annual

DBE Program policy statement (attached) reaffirms our continued commitment to the success of our

DBE program.

Federal regulations require that we designate an employee, who has direct, independent access to the

Chief Executive Officer, to serve as Disadvantaged Business Enterprise Liaison Officer (DBELO).

Our DBELO is Chief Administrative Officer, Toni P. Brown. The regulations also require that we

have adequate staff to administer the DBE Program. Ms. Brown is supported in her efforts by two

full-time employees in the Office of Business Development & Equal Opportunity, and, as necessary,

by two additional full-time staff in the Office of the Chief Administrative Officer.

I am pleased to share our annual DBE policy statement with you. It will be posted on our website,

and disseminated publicly in other ways. Questions concerning the Authority’s DBE Program can be

directed to CAO Brown.

PATCO Track Rehab Project

American Council of Engineering Companies - NJ (ACEC) has awarded an Honor Award to the Ben

Franklin Bridge PATCO Track Rehab project. This competition recognizes and celebrates

engineering achievements that demonstrate the highest degree of skill and ingenuity. The project will

be recognized at the 45th Engineering Excellence Awards Banquet on March 16, 2016 in Jamesburg,

NJ. As a recipient of the Honor Award, the project is eligible for consideration at the national level in

the ACEC Grand Conceptor Award, to be unveiled in April 2016.

DRPA

Enterprise Resource Planning (ERP) Update

Since launching SAP on January 4, 2016, the system is functioning, and our employees and

consultants continue to work through glitches and issues that arose.

Quintel and Grant Thornton continue to provide in-person, hands-on assistance to employees to

help them navigate questions and issues when performing their day-to-day job duties in SAP.

We continue to deliver training to our employees. This training has been led by a mix of Quintel,

Grant Thornton and DRPA employees.

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

Delaware River Port Authority Policy Statement, see Attachment 7____________________________________________________________

For PATCO Ridership and Financial Information,

See the General Manager’s Report in the PATCO section

Attached are reports from the appropriate departments.____________________________________________________________

Respectfully Submitted,

John T. Hanson

Chief Executive Officer

PATCO

REPORT OF THE CHIEF EXECUTIVE OFFICER

ATTACHMENT 1

BRIDGE AND FINANCE

Activity for the Month of January 2016

90Adults: Juv.: 3CDS Arrests: 25DWI Arrests:6,619Calls for Service:

TotalCBB BFB PATCO BRB WWB

CBB: BFB: PATCO: BRB: WWB: Arrests NJ: Arrests PA:1 40 29 1 18 71 14

Total Arrests: 90

Incident Type

BFB: PATCO: BRB: WWB:5 7 2 0 5CBB:Reportable Accidents:

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

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

2 5 3 1 8

4 4 0 0 0

Arrests:

33 MV Stop 1,287158 396 52 174 503

26 Assist-Routine PD Backup 1,20869 451 226 94 368

302 Security Check 49750 67 105 148 126

25X Insufficient Funds 4062 1 2 400

47 Disabled MV 34540 65 6 62 169

35X Motorist Aid/Service To Patron 31834 47 120 33 84

25 Escort 30138 12 38 212

88X Parking Viol./Compl. 2709 261

86 Removal 2244 220

50X Leaving Jurisdiction 21919 127 19 25 29

90 Other PD Assist 18712 36 116 7 16

46 Construction/Trades Backup 16224 62 2 22 52

302 Security Check/Detail 1189 29 28 31 21

33C CV Stop 11517 22 5 71

1 Headquarters Assignment 795 31 3 12 28

91 Ped Investigation/Stop 741 8 64 1

82 Notification 725 17 32 4 13

84 Check On Subject Well-being 659 48 1 7

15 MV Accident 568 18 10 3 17

79 Roadway Hazard/Station Hazard 5411 13 2 8 20

78X Toll Evasion/TOS 4718 17 1 3 8

25EZ Easy Pass Redirect 451 44

25T Fare Problem 3636

80 Break 309 9 2 3 7

8 911 Hang Up/Mis-Dial 2911 16 2

999 Generated In Error 272 5 2 1 4

56 Med Emerg/Injury Report 262 24

83X Car Wash 228 7 7





Total Arrests: 90

Incident Type




2 5 3 1 8

4 4 0 0 0

Arrests:

59 MV Look Up 2217 3 2

38 Transport Courtesy 209 5 6

29 Alarm Activation 191 3 14 1

12 Suspicious Person/Activity/Event 191 18

58 Drivers License Check 1614 2

49X Inspection Report 1313

71 Fight/Disturbance 1212

101 BOLO 121 3 7 1

78 Toll Dispute 113 1 7

310 Bridge Damage/PATCO Damage 101 5 2 1 1

60 Stolen Check/Wanted 91 6 1

56 Medical Emerg/Injury Report 98 1

341F Property Found 98 1

309 Special Detail 92 3 1 3

309T Training Assignment Detail 77

81 General Complaint 65 1

49 Investigate Location Conditions 61 4 1

25R Revenue Escort 66

16 Hit & Run 55

11 Fire 54 1

101S BOLO Suicidal 53 1 1

98 Panhandling/Soliciting 44

83 Counterfeit 41 3

79X Debris Strike 41 3

67 EDP (Emotionally Disturbed Person) 43 1

341L Property Lost 41 3

34 Suspicious Vehicle 41 3

302K K9 Sweep 43 1





Total Arrests: 90

Incident Type




2 5 3 1 8

4 4 0 0 0

Arrests:

74 Suicide Attempt 32

52 Erratic Driver/Unfit Motorist 31 2

5 Meet 33

220 Criminal History Check 33

TRN Train Problem Equipment/Mechanical 22

96 Slow Traffic 21 1

88 Evacuation 22

77 Domestic 21 1

71X Harassment/Threats 21 1

62 Sex Offense 22

17X Open/Secured Property 22

97 Traffic Pattern Adjust 11

92 Lost Load 11

75 Suicide Found 11

70 Animal Complaint 11

69 Juvenile Complaint 11

65 Vandalism/Criminal Mischief 11

64 Larceny/Theft 11

53 Abandoned Vehicle 11

48 Minor Incident 11

341F Found Property 11

313 Complaint against Police 11

312 Complaint against DRPA 11

29E Elevator Alarm 11

212 Employee Injury 11

14 Intoxicated Subject 11

0

ATTACHMENT 1

FINANCE

REVENUE AUDIT

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

2014 2015

Cash Revenue $7,467,882.89 $7,780,923.79

ETC Revenue $13,103,241.85 $17,054,916.49

Total Revenue $20,571,124.74 $24,835,840.28

Non ETC Traffic 1,375,372 1,441,376

ETC Traffic 2,392,215 2,555,237

Total Traffic 3,767,587 3,996,613

DELAWARE RIVER PORT AUTHORITY Attachment 1

TRAFFIC & BRIDGE TOLL FIGURES

FOR THE PERIODS INDICATED

MONTH OF NOVEMBER TRAFFIC BRIDGE TOLLS

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

INC/(DEC) INC/(DEC)

TRAFFIC TOLLS TRAFFIC TOLLS % AMOUNT % AMOUNT

BEN FRANKLIN 1,408,282 $7,796,359.18 1,366,990 $7,545,055.81 3.02 41,292 3.33 $251,303.37

WALT WHITMAN 1,579,612 9,832,802.68 1,480,643 9,234,138.47 6.68 98,969 6.48 598,664.21

COMMODORE BARRY 545,532 4,184,531.99 508,678 3,854,288.27 7.25 36,854 8.57 330,243.72

BETSY ROSS 463,187 3,022,504.43 411,276 2,748,094.94 12.62 51,911 9.99 274,409.49

3,996,613 $24,836,198.28 3,767,587 $23,381,577.49 6.08 229,026 6.22 $1,454,620.79

`

YEAR TO DATE TRAFFIC BRIDGE TOLLS

1/1/15 TO 11/30/15 1/1/14 TO 11/30/14

INC/(DEC) INC/(DEC)

TRAFFIC TOLLS TRAFFIC TOLLS % AMOUNT % AMOUNT

BEN FRANKLIN 16,126,505 $89,664,784.39 16,205,836 $89,967,463.18 -0.49 (79,331) -0.34 ($302,678.79)

WALT WHITMAN 18,008,415 112,470,100.26 17,148,612 106,719,272.15 5.01 859,803 5.39 5,750,828.11

COMMODORE BARRY 6,268,800 47,845,153.23 6,073,154 45,657,873.42 3.22 195,646 4.79 2,187,279.81

BETSY ROSS 4,647,417 31,475,339.98 4,494,817 30,529,913.20 3.40 152,600 3.10 945,426.78

TOTALS 45,051,137 $281,455,377.86 43,922,419 $272,874,521.95 2.57 1,128,718 3.14 $8,580,855.91

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 OFFICERCOMMISSION MEETING FEBRUARY 17, 2016

ARTICLE XII-AATTACHMENT 2

PERSONNEL

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

Derek L. Frith Temporary No Benefits Eff: 01/01/2016 to 04/01/2016Executive DivisionCorporate Communications &Community Relations (OPC)

APPOINTMENTS

George B. Cousin C&M Mechanic Eff: 01/25/2016Operations DivisionHighway (BFB)

Rick D. Romolini C&M Mechanic Eff: 01/25/2016Operations DivisionHighway (WWB)

Gregory S. Seiverd C&M Mechanic Eff: 01/25/2016Operations DivisionHighway (BRB)

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION

Alfred J. Caruso From: Revenue Auditor To: Acting Supervisor, RevenueFinance Division AuditRevenue Audit (OPC) Finance Division

Revenue Audit (OPC)Eff: 01/01/2016 to 06/30/2016

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

Benefits Administration (OPC)Eff: 01/01/2016 to 03/25/2016

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

Benefits Administration (OPC)Eff: 01/01/2016 to 03/25/2016

Actions of the Chief Executive OfficerCommission Meeting of 02/17/2016Page 2 of 5

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION - continued

Trenace Y. Starks From: Building Services Clerk To: Acting Supervisor, MailroomAdministration Division Administration DivisionMailroom (OPC) Mailroom (OPC)

Eff: 01/02/2016 to 02/19/2016

Patrick W. Dolly From: Corporal of Police To: Acting Sergeant of PolicePublic Safety Division Public Safety DivisionPublic Safety (BFB) Public Safety (BRB)

Eff: 01/09/2016 to 02/12/2016

Richard T. Zappile From: Police Officer To: Acting Corporal of PolicePublic Safety Division Public Safety DivisionPublic Safety (BFB) Public Safety (BFB)

Eff: 01/09/2016 to 02/12/2016

Craig C. Teschko From: Highway Foreman To: Acting MaintenanceOperations Division ForemanConstruction & Maintenance (WWB) Operations Division

Construction & Maintenance(WWB)Eff: 01/16/2016 to 01/29/2016

Patrick M. Berkery From: C&M Mechanic To: Acting Highway ForemanOperations Division Operations DivisionHighway (BFB) Highway (BFB)

Eff: 01/23/2016 to 03/18/2016

Robert J. Finnegan, Sr. From: Lieutenant of Police To: Acting Director, HomelandPublic Safety Division Security & EmergencyPublic Safety - Administration Management(BFB) Public Safety Division

Public Safety - Administration(BFB)Eff: 01/23/2016 to 07/22/2016

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: 01/23/2016 to 04/22/2016


TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION - continued

Amy L. Ash From: Contract Administrator To: Acting Manager, ContractFinance Division AdministrationContract Administration (OPC) Finance Division

Contract Administration (OPC)Eff: 01/30/2016 to 04/29/2016

Mortique N. Hill From: Toll Collector To: Acting Plaza SupervisorOperations Division Operations DivisionBridge/Toll (BFB) Bridge/Toll (CBB)

Eff: 01/30/2015 to 03/25/2016

PROMOTIONS

Jhmal K. Haseen From: C&M Mechanic To: Highway ForemanOperations Division Operations DivisionHighway (BFB) Highway (BFB)

Eff: 01/16/2016

Brian S. Kirch From: Fleet Service Mechanic To: Auto TechnicianOperations Division Operations DivisionFleet Operations (WWB) Fleet Operations (WWB)

Eff: 01/16/2016

John J. Rachuba From: C&M Mechanic To: Highway ForemanOperations Division Operations DivisionHighway (BRB) Highway (BRB)

Eff: 01/16/2016

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

Eff: 01/16/2016

Kyle J. Uhland From: Fleet Service Mechanic To: Auto TechnicianOperations Division Operations DivisionFleet Operations (WWB) Fleet Operations (WWB)

Eff: 01/16/2016

INTERAGENCY PROMOTION to DRPA - from PATCO - None

INTERAGENCY PROMOTION to PATCO - from DRPA - None


INTERAGENCY TRANSFERS to PATCO - from DRPA - None

INTERAGENCY TRANSFERS to DRPA - from PATCO - None

TRANSFERS - DEPARTMENTAL - None

RETIREMENTS

Howard M. Korsen Manager, Contract Administration Eff: 01/05/2016Finance DivisionContract Administration (OPC)

Albert J. DiGiamberardino Police Officer Eff: 01/08/2016Public Safety DivisionPublic Safety (Transit Unit)

Joyce A. Grace Plaza Supervisor Eff: 01/08/2016Operations DivisionBridge/Toll (BFB)

Betty C. Gregory Toll Collector Eff: 01/08/2016Operations DivisionBridge/Toll (BFB)

Frederick C. Sutherland Plaza Supervisor Eff: 01/08/2016Operations DivisionBridge/Toll (BRB)

Anthony J. Caporelli Maintenance Foreman Eff: 01/15/2016Operations DivisionMaintenance (CBB)

Harold A. Smith Police Officer Eff: 01/15/2016Public Safety DivisionPublic Safety (Transit Unit)

Michael H. Matey Toll Collector Eff: 01/21/2016Operations DivisionBridge/Toll (BFB)


RESIGNATIONS

James A. Ferrigno C&M Mechanic Eff: 01/08/2016Operations DivisionHighway (BRB)

Joseph J. Farina Police Officer Eff: 01/29/2016Public Safety DivisionPublic Safety (BFB)

DECEASED

James J. Fratantoro Toll Collector Eff: 01/20/2016Operations DivisionBridge/Toll (WWB)


ATTACHMENT 3

CONTRACTS AND PURCHASES

ATTACHMENT 3

MONTHLY REPORTGENERAL PROCUREMENT ACTIVITY

During the month of January there were 60 Purchase Orders awarded totaling$147,119.53

Approximately 26.80% or $39,434.23 of the monthly dollar total was made availableto MBE and WBE’s, representing 48.33% or 29 of the monthly total number ofPurchase Orders.

Of the total monthly procurement available to MBE’s and WBE’s, approximately59.95% or $23,641.93 was awarded to MBE’s and approximately 6.24% or $2,462.30was awarded to WBE’s.

Of the total number of Purchase Orders available to MBE’s and WBE’s,approximately 34.48% or 10 Purchase Orders were awarded to MBE’s andapproximately 3.45% or 1 Purchase Order was awarded to WBE’s.

Page 1

February 17, 2016 1

ACTIONS OF THE CHIEF EXECUTIVE OFFICERARTICLE XII-C

ATTACHMENT 3CONTRACTS AND PURCHASES

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

Purchase Order 4500000433, Dell Marketing L.P. Round Rock, TX. Purchase Contract forEquipment and Tools. Contract Value: $10,000.00. (NJ State Contract).

Purchase Order 4500000436, EPlus Technology, Inc. Newtown, PA. Purchase Contract forEquipment and Tools. Contract Value: $10,000.00. (NJ State Contract).

Purchase Order 4500000503, Control Group Companies, LLC. Cranford, NJ. PurchaseContract for Clear Deposit Bags. Contract Value: $15,057.08. (Low Bid of 1, 3 VendorsSolicited).

Purchase Order 4500000514, Tri-M Group LLC. Kennett Square, PA. Purchase Contractfor BRB HVAC Building Automation. Contract Value: $16,280.00. (Sole Source)

Purchase Order 4500000515, Tri-M Group LLC. Kennett Square, PA. Purchase Contractfor BRB Traffic Management. Contract Value: $15,672.00. (Sole Source)

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: $3,438,537.96

2015 CAPITAL BUDGET

Contract Retained Prior Invoice

Resolution # Contract/Engineer Amount Percent Amount Amount Payments No. Amount

Career Concepts, Incorporated

(DRPA-15-046) Organizational Structure and Resource Analysis 428,700.00 60.5% 259,355.00 0.00 236,705.00 17291 22,650.00

Alstom

(DRPA-10-154) PATCO Transit Car Overhaul 194,197,337.00 42.8% 83,024,753.28 4,151,237.68 75,503,501.24 36 & 37 3,370,014.36

Interstate Mobile Care

(DRPA-14-103) DOT CDL & FTA Physicals 540,000.00 23.3% 126,010.00 0.00 124,602.00 VARIOUS 1,408.00

LAZ Parking

(DRPA-13-095) Temporary Toll Collectors 2,832,714.56 65.6% 1,859,131.83 0.00 1,824,273.92 VARIOUS 34,857.91

Canon Financial Services, Inc.

(DRPA-11-027) Canon Copier Equipment - Lease Payment 382,260.00 76.7% 293,066.00 0.00 286,695.00 1560287 6,371.00

Worknet

(DRPA-14-103) Medical Testing Services 540,000.00 4.8% 25,779.75 0.00 25,524.75 02458335-00 255.00

The Eric Ryan Corporation

(DRPA-13-088) Utility Bill Audit Services - DRPA Portion 50,000.00 59.8% 29,887.51 0.00 26,905.82 82112 2,981.69

Total Contract and Engineer Payments 3,438,537.96$

ARTICLE XII-C, SECTION 5

SUMMARY OF AUTHORIZED CONTRACT AND ENGINEERING PAYMENTS

BRIDGES AND PATCO SYSTEM

February 17, 2016

Completed Work (Billed)

1


ATTACHMENT 4

RISK MANAGEMENT & SAFETY

1

DELAWARE RIVER PORT AUTHORITYINTEROFFICE COMMUNICATION

To: Toni P. Brown, Chief Administrative Officer

From: Marianne Staszewski, Director Risk Management & Safety

Subject: Risk Management & Safety January Activity Report

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

Contractor Meetings Attended By Risk Management & Safety

DATE CONTRACTORDRPA

CONTRACT NO. PROJECT/WORK AREA

1/6, 1/20 Kaser Mechanical BF-41-2014 Progress Meeting for the BFB Chiller Replacement Project

1/7 South State BF-37-2013Project Progress Meeting 5th Street Philadelphia tunnelrehabilitation

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

DATE NAME OF MEETING

1/6 Monthly C&M Managers Meeting

1/12 * Monthly Incident Accident Investigation Committee meeting

1/12 Monthly Work Place Safety Meeting at the BFB

1/19 * Monthly Risk Management & Safety Staff meeting with CAO

1/19 Monthly Work Place Safety Meeting at the BRB

1/20 * Monthly Bridge Directors meeting with Risk Management, Safety and Fleet Management

1/20 Monthly Safety Department SOP Review

1/25 * Monthly staff meeting with Safety Specialists & Director of Risk Management

1/26 Monthly Work Place Safety Meeting at the WWB

1/27 * Monthly Meeting Central Safety & Health Committee meeting

1/27 Monthly Meeting Programs & Activities Subcommittee

1/28 * Administration Division Staff Meeting

1/29

Demonstration meeting with Selective’s Safety Management Technical Specialist and the HRS training

administrator regarding the free video library streaming that covers key safety hazards and compliance

topics through Selective’s relationship with SafetySmart™, a web-based safety training and compliance

management service.

Risk Management Meetings Attended By Risk Management

1/8, 1/26 Monthly Real Estate Committee meeting

1/11Meeting with HRS, Fleet, and Bridge Operations staff regarding updated policies for the new GPSsystem

1/12, 1/21 Weekly Staff Meetings with CAO

1/14

Conference call for the final 2015 quarterly AIG OCIP Claims Review attended by the DRPA General

and Deputy General Counsel, Director of Risk Management & Safety, AIG claims specialists, OCIP

defense attorneys and the claims representative from Turner Surety Insurance Brokerage.

1/15 Senior Staff meeting

1/25 Administration Division Agenda Review Meeting

1/28Weekly conference call on OCIP litigated claims with AIG claim representatives, TSIB and defensecounsel

2

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

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

DATE TYPE OF TRAINING

1/21, 1/22 Monthly Mandatory OSHA 10 Hour Safety Training conducted by DRPA Safety staff

1/25 New Hire Orientation

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

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 January.

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 January“Winter Slip Prevention”.


ATTACHMENT 5

AFFIRMATIVE ACTION REPORT

DRPA AFFIRMATIVE ACTION REPORT QUARTER ENDING: December 31, 2015

POs MBE/WBE AWARDED

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

$ MBE/WBE AWARDED

MBE- WBE- 31.4%

goods and supplies

procurement card (p-card)

$286,350.05

33.2%

AWARDED 1.8%

$95,005.97 TOTAL:

MBE: $89,905.97 $5,100.00

TOTAL # POs AWARDED TO ALL VENDORS THIS QUARTER:

65 MBE- WBE-

44.6%

AWARDED 29 TOTAL:

MBE: 27 2 3.1% 41.5%

WBE:

WBE:

TOTAL $ P-CARD PURCHASES

$365,897.52

TOTAL P-CARD TRANSACTIONS

1,489

$ MBE/WBE/VOB AWARDED

TOTAL MBE/WBE/VOB TRANSACTIONS

2.6%

AWARDED

AWARDED

2.4%

MBE- WBE- VOB-

MBE- WBE- VOB-

KEY:

0.9% 1.4% 0.3%

1.6% 0.7% 0.1%

MBE: WBE:

VOB:

TOTAL:

WBE: MBE:

VOB:

TOTAL:

PO=PURCHASE ORDER

MBE=MINORITY BUSINESS ENTERPRISE

WBE=WOMEN BUSINESS ENTERPRISE

VOB=VETERAN OWNED BUSINESS

$3,438.50 $5,144.65

$1,047.70

$9,630.85

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DRPA EEO CATEGORIES(By State)

STATE OF

RESIDENCE

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 18 General Counsel/Corporate Secretary 1

1 Director, Government Relations 12 Director, Information Services 13 Police Chief 14 Bridge Directors 25 Director, Fleet Management 16 Director, Human Resource Services 17 Director, Risk Management & Safety 18 Manager, Construction & Maintenance 19 Manager, Planning & Design 110 Captain of Police 111 Inspector General 112 Director, Strategic Initiatives 113 Director, Corporate Communications & Community Relations 1

1 Construction & Maintenance Manager 1 32 Fleet Shop Manager - South 13 Manager, Budget/Financial Analysis 14 Manager, Capital Grants 15 Manager, Community Relations & Corporate Communications 16 Manager, Customer Service 17 Manager, Government Relations 18 Manager, Internal Audit 19 Manager, Payroll 110 Manager, Procurement & Stores 111 Manager, Production Systems 112 Manager, Revenue Audit 113 Toll Manager 1 1

Page 1 of 6 As of JANUARY 31, 2016


STATE OF

RESIDENCE

JOB TITLE DE NJ PA

1 Electrical Foreman 42 HVAC Foreman 23 Lead Programmer/Analyst 14 Maintenance Foreman 1 7 15 Sr. Accountant 16 User Support Group Leader 17 Highway Foreman 1 5 18 Fleet Foreman 29 Purchasing Agent 1

1 Supervisor, Print Shop 12 Supervisor, Central Storeroom 1

OFFICIALS & MANAGERS (Total By State) 2 45 22

TOTAL OFFICIALS & MANAGERS 69

1 Lieutenant of Police 4 2

1 Plaza Supervisor 1 11 10

1 Graphic Design Administrator 12 Administrative Coordinator 1 7 43 C&M Technical Assistant 24 Grants Specialist 15 HRS Specialist 1 16 HRS Specialist, HRIS 17 Sr. Reproduction Technician 17 Purchasing Specialist 3 18 EEO Specialist 1

1 Project Manager, HS & EM 12 Administrator, Compensation/HRIS 13 Administrator, Employee Relations, Programs & Policies 14 Administrator, Staffing & Recruiting 1



STATE OF

RESIDENCE

JOB TITLE DE NJ PA

5 Administrator, Training & Employee Development 16 Associate Engineer 17 Claims Administrator 1 18 Construction Contract Compliance Specialist 19 Payroll Administrator 110 Accountant 1 111 Auditor 112 Budget Analyst 113 Project Analyst 114 Contract Administrator 215 Financial Analyst 116 Revenue Analyst 117 Safety Specialist 1 118 Technical Support Administrator & Environmental Coordinator 1

1 Assistant General Counsel 3 22 Electrical Engineer 13 Principal Engineer 24 Senior Engineer 4 1

PROFESSIONALS (Total By State) 2 58 28

TOTAL PROFESSIONALS 88

1 Police Officer 3 70 23

1 Corporal of Police 12 2

1 Sergeant of Police 1 16 5

SERVICE WORKERS (Total By State) 4 98 30

TOTAL SERVICE WORKERS 132

1 HVAC Technician 7 2



STATE OF

RESIDENCE

JOB TITLE DE NJ PA

1 Auto Technician 12 3

1 Electrical Technician 16 6

1 Construction & Maintenance Mechanic 3 33 11

1 Maintenance Technician 32 9

CRAFT WORKERS (SKILLED) (Total By State) 3 100 31

TOTAL CRAFT WORKERS (SKILLED) 134

1 Programmer/Analyst 1 12 Systems Administrator 8 13 Data Base Administrator 14 Network Technician 45 User Support Administrator 1 16 Business Analyst 1

TECHNICIANS (Total By State) 1 16 2

TOTAL TECHNICIANS 19

1 Executive Assistant to the CEO 12 Executive Legal Secretary 13 Legal Assistant 14 Customer Service Coordinator 25 Executive Secretary 16 Legal Secretary 27 Legal Assistant, Claims 1

1 Sr. Accounting Clerk 1



STATE OF

RESIDENCE

JOB TITLE DE NJ PA

2 Accounting Clerk 1 13 Central Stores Clerk 14 Data Base Clerk 25 Administrative Clerk (Revenue Audit) 16 Building Services Clerk 2 17 Dispatcher 15 18 File Clerk 1 19 Purchasing Clerk 110 Media Specialist 1

1 Administrative Secretary 7 5

1 Revenue Auditor 1 4 1

1 Toll Collector 38 19

1 Revenue Operations Clerk 2 1

OFFICE & CLERICAL (Total By State) 1 80 36

TOTAL OFFICE & CLERICAL 117

TOTAL EMPLOYEES BY STATE 13 397 149

TOTAL DRPA EMPLOYEES - 559



STATE OF

RESIDENCE

JOB TITLE DE NJ PA

SUMMARY (Employee Class)

NON-REP 5 127 64

196

IUOE 3 155 52

210

IBEW 1 17 3

21

FOP 4 98 30

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PATCO EEO CATEGORIES(By State)

STATE OF

RESIDENCE

JOB TITLE DE NJ PA

1 General Manager 1

2 Director, Equipment 1

3 Director, Fare Collection Operations 1

4 Director, Finance 1

5 Director, Transit Services 1

6 Director, Way & Power 1

7 Technical Supervisor, Transit Services 1

8 Technical Supervisor, Civil & Mechanical Systems 1

9 Technical Supervisor, Equipment 1

10 Manager, Electrical & Electronics 1

11 Manager, Power, Signals & Communications 1

12 Manager, Systems Safety 1

13 Manager, Track, Structures & Mechanical 1

14 Manager, Track & Signals 1

15 Supervising Dispatcher 1 1

16 Dispatcher 5 1

17 Dispatcher Trainee 3 1

18 Electrical Foreman 4 1

19 Fare Collection Foreman 1

20 Mechanical Foreman 2

21 Payroll Administrator 1

22 Senior Accountant 3

23 Track Foreman 2 1

24 Purchasing Agent 1

25 Maintenance Foreman 1

26 Supervisor, Passenger Services 1

27 Money Room Supervisor 1

28 Supervisor, Transit Services 5

29 Supervisor/Traffic Analyst 3 1

30 Traffic Analyst 1

31 Supervisor, Storeroom 1

32 Custodial Foreman 1

33 Station Supervisor 9 1

OFFICIALS & MANAGERS (Total By State) 0 59 8

TOTAL OFFICIALS & MANAGERS 67

Page 1 of 3 As of January 31, 2016


STATE OF

RESIDENCE

JOB TITLE DE NJ PA

1 Project Manager, Technical 1

2 Fare Collection System Analyst 1

3 Safety Specialist 1 1

4 Administrative Coordinator to GM 1

5 Administrative Coordinator 1

6 Purchasing Specialist 2

PROFESSIONALS (Total By State) 0 6 2

TOTAL PROFESSIONALS 8

1 Train Operator 1 44 9

OPERATIVES (SEMI-SKILLED) (Total By State) 1 44 9

TOTAL OPERATIVES (SEMI-SKILLED) 54

1 Custodian 1 24 10

2 Revenue Collector 1

SERVICE WORKERS (Total By State) 1 25 10

TOTAL SERVICE WORKERS 36

1 Storekeeper 5

2 Accounting Clerk 2

3 Payroll Clerk 1

4 Administrative Secretary 4 1

5 Purchasing Clerk 1

6 Customer Service Agent/Traffic Checker 4 1

7 Data Entry Clerk 1

OFFICE & CLERICAL (Total By State) 0 17 3

TOTAL OFFICE & CLERICAL 20



STATE OF

RESIDENCE

JOB TITLE DE NJ PA

1 Electronic Technician 1 17

2 Machinist 1/C 2

3 Machinist 1/C Tool Maker 1

4 Maintenance Mechanic 1/C 2

5 Mechanical & Structural Technician 11 1

6 Maintainer 19 5

7 Equipment Electrician 4 3

8 Equipment Electrician A/C 4

9 Machine Operator 1/C 3

10 Equipment Mechanic 20 1

11 Fare Collection Repairman 2 1

12 Grounds Keeper 1

13 Track Mechanic 16 6

14 Welder 1

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

TOTAL CRAFT WORKERS (SKILLED) 121

TOTAL EMPLOYEES BY STATE 3 254 49

TOTAL PATCO EMPLOYEES 306

SUMMARY (Employee Class)

NON-REP 0 82 13

95

TEAMSTERS 3 172 36

211



ATTACHMENT 6

LEGAL STATISTICS REPORT

Matter Count Report

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

by Matter Sub-Type

Date Range: 01/01/2016 01/31/2016to

Range RangeMattersMatter Sub-Type

Opened In Closed InTotal Pending

Bankruptcy / Debt Collections 1 1 0

Civil Rights / ADA / Disability 1 1 0Contracts / Consulting 2 3 1Contracts / Cooperation 1 1 0

Contracts / Insurance 0 1 1Contracts / Memorandum of 1 1 0Contracts / Operating 2 2 0

Contracts / Project Labor Agreement 1 1 0Contracts / Purchase 13 16 3Contracts / Real Estate Lease 2 2 0

Contracts / Real Estate Right of Entry 2 3 1Contracts / Rental 1 1 0Contracts / Service 11 11 0

Contracts / Termination 0 1 1Employment / ADA 2 2 0Employment / Policies & Procedures 0 1 1

Employment / S/L Term Disability 3 3 0Employment / Short Term Disability 8 9 1Employment / Unemployment 0 1 1

Employment / Workers' Compensation 9 9 0Environmental / Certification 0 1 1Financial / Settlement 0 1 1

Insurance / Application 1 1 0

CaseTrack

02/08/2016 1Page:

Range RangeMattersMatter Sub-Type

Opened In Closed InTotal Pending

Intellectual Pr / Trademark 0 1 1

Investigation / Internal 0 1 1Labor / Arbitration 2 2 0Personal Injury / Slip and Fall 4 4 0

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

Right to Know / 1 1 0Right to Know / Records Review 2 3 1Subpoena / Documents 4 4 0

Subpoena / Videotape 1 1 0

34 Items 78 93 15

CaseTrack

02/08/2016 2Page:

CFO REPORT

February 10, 2016

2014 vs. 2015 YTD thru 11/30/15 2014 Actual 2015 Actual Year-to-Year Change % Change

DRPA Traffic 43,922,419 45,051,137 1,128,718 2.57%

DRPA Toll Revenues 272,874,522$ 281,455,378$ 8,580,856$ 3.14%

Average Toll 6.2126$ 6.2475$ 0.0348$ 0.56%

Note: Snow impacted January and February 2014

DRPA Traffic Increase (Decrease) from prior month 229,026

DRPA Revenue Increase (Decrease) from prior month 1,455,167$

2014 vs. 2015 YTD thru 12/31/15 2014 Actual 2015 Actual Year-to-Year Change % Change

PATCO Ridership 10,007,256 10,169,487 162,231 1.62%

PATCO Net Passenger Revenues 24,389,638$ 25,036,642$ 647,004$ 2.65%

Average Fare 2.4372$ 2.4619$ 0.025$ 1.02%

PATCO Ridership Increase (Decrease) from prior month 57,523

PATCO Revenue Increase (Decrease) from prior month 147,359$

2015 YTD thru 11/30/15 2015 Budget (11 mo) 2015 Actual (11 mo) (Under) / Over Budget % (Under) / Over Budget

DRPA Traffic 43,599,927 45,051,137 1,451,210 3.33%

DRPA Toll Revenues 267,802,085$ 281,455,378$ 13,653,293$ 5.10%

Note: Snow impacted January and February 2014

DRPA Traffic Increase (Decrease) from prior month 221,064

DRPA Revenue Increase (Decrease) from prior month 1,527,837$

2015 YTD thru 12/31/15 2015 Budget (12 mo) 2015 YTD Actual (12 mo) (Under) / Over Budget % (Under) / Over Budget

PATCO Ridership 10,200,000 10,169,487 (30,513) -0.30%

PATCO Net Passenger Revenues 24,526,170$ 25,036,642$ 510,472$ 2.08%

PATCO Ridership Increase (Decrease) from prior month 103,868

PATCO Revenue Increase (Decrease) from prior month 304,852$

2015 YTD thru 12/31/15 2015 YTD Budget 2015 YTD Actual (Under) / Over Budget % (Under) / Over Budget

DRPA Budget 89,028,316$ 85,290,717$ (3,737,599)$ -4.20%

PATCO Budget 52,260,293$ 48,534,448$ (3,725,845)$ -7.13%

Total 141,288,609$ 133,825,165$ (7,463,444)$ -5.28%

Note: includes expenses of approximately $975,000 related to Pope September visit.

Total Budget (Under) Budget - Increase/Decrease from prior month 1,474,601$

2015 YTD thru 12/31/15 2015 YTD Budget 2015 YTD Actual Under / (Over) Budget % Under / (Over) Budget

PATCO Subsidy (26,252,718)$ (21,301,448)$ 4,951,270$ 18.86%

Funding Source 01/31/2015 Actual 01/31/2016 Actual Year-to-Year Change % Change

4.6$ -$ (4.6)$ 0%

1.4$ -$ (1.4)$ 0%

Victor Loan Paid & Race St. Sale -$ -$ -$ 100%

-$ 0.7$ 0.7$ 0%

6.0$ 0.7$ (5.3)$ -88.4%

Estimated Balance as of 01/31/2016 153.2$ million

-$ million

Estimated Balance as of 2/8/16 510.2$ million

Est. Change from previous month (1.0)$ million - decrease since 11/30/201512/31/2015

Decrease in project fund balances since last month

YEAR-TO-YEAR COMPARISON

CONSULTATIVE AND DELIBERATIVE WORKPAPERS

DRPA/PATCO UNAUDITED FINANCIAL SUMMARY - February 2016 Finance Committee Meeting

DRPA TRAFFIC / PATCO RIDERSHIP AND REVENUE

2015 vs. 2016 YTD (in millions)

BUDGET VS. ACTUAL

OPERATING EXPENSES - YTD December 31, 2015

BUDGET VS. ACTUAL

TOTAL CAPITAL EXPENDITURES

January YTD

ESTIMATED GENERAL FUND BALANCE

Project Fund Drawdowns

Total Capital Expenditures - Major Projects

General 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). $195.9 million in proceeds

used to fund December 2013's through January 2016's capital expenditures. Due to system conversion, capital payments were pushed back one month.

(CAPITAL) PROJECT FUND BALANCE

Economic Development

February 10, 2016

CONSULTATIVE AND DELIBERATIVE WORKPAPERS

DRPA/PATCO UNAUDITED FINANCIAL SUMMARY - February 2016 Finance Committee Meeting

DRPA TRAFFIC / PATCO RIDERSHIP AND REVENUE

TOTAL BOND DEBT BY TYPE

As of 1/31/16 (in thousands of dollars)

Principal Outstanding % of Total

Bond Ratings

(Moody's/S&P)

Fixed Rate Bonds 940,435 940,435$ 63.2% see below

Variable Rate Bonds 547,100 36.8% see below

Total Debt 1,487,535$ 100.0%

Revenue Bonds 1,332,060$ 89.5% A3 stable/ A positive

PDP Bonds 155,475 10.5% Baa3 stable / BBB positive

Total Debt 1,487,535$ 100.0%

S&P upgraded DRPA Revenue and PDP Bonds in Nov. 2013 to A and BBB positive. In December 2014, S&P affirmed these ratings.

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

Letter of Credit O/S Principal Outstanding Letter of Credit Banks Principal Outstanding (est.) Expiration Date

2008 Rev. Ref. Bonds Series A 255,988$ Bank of America 130,215$ 7/22/16

Series B TD Bank 144,672 12/31/17

2010 Rev. Ref. Bonds Series A 321,927$ Royal Bank of Canada 138,073$ 3/18/16

Series B Barclay's Bank 138,073 3/20/18

Series C Bank of New York Mellon 45,781 3/18/16

Total Variable Debt 577,915$ 596,814$

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. February - 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. July: Swap Novation - UBS replaced as swap counterparty on both DRPA active swaps. TD Securities and Wells Fargo are the new counterparties

7. July - Loan Guarantee with TD Bank finalized.- $796K for 10 years

8. July : Reinstitution of E-ZPass Commuter Discount - December 1, 2015 implementation date.

10. DRPA working with Financial Advisors on strategy related to LOC Maturities in March and July 2016.

9. December: DRPA renewed OCIP LOC for one year, as required by insurance carrier

1. LOC extension letters being prepared for execution after Governor's veto period expires (Bank of America, BONY Mellon, and Royal Bank)

Original Notional Current Notional Amount

Amount Active Swaps* MTM Value Change from 12/31/15 Est. Change from 12/31/15

$811 $547 ($146.8) ($7.2) ($7.2)

TD Bank and Wells Fargo new swap counterparties.

*Current Notional Amounts: 1995 Revenue Bond swap currently $251.6 million; 1999 swap $295.5 million. Total $547.1 million

2016 Action Plan Initiatives

Total Swap Valuation - 12/31/2015 (in millions)

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.

DRPA BOARD MINUTES

FREE STATE REPORTING, INC.Court Reporting Transcription

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

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BOARD MEETING

One Port Center2 Riverside DriveCamden, NJWednesday, January 20, 2016

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PRESENT

Pennsylvania Commissioners

Ryan Boyer, Chairman of DRPA/PATCO BoardRohan K. HepkinsAntonio Fiol-SilvaJohn Dougherty (for Pennsylvania Auditor General

DePasquale)Timothy Reese, Pennsylvania State Treasurer

(via telephone)

New Jersey Commissioners

Jeffrey Nash, Esq., Vice ChairmanE. Frank DiAntonioCharles FentressAlbert FrattaliRichard SweeneyTamarisk JonesRicardo Taylor

DRPA/PATCO Staff

John Hanson, Chief Executive Officer (DRPA/PresidentPATCO)

Maria Wing, Deputy Chief Executive OfficerRaymond Santarelli, General Counsel and

Corporate SecretaryKristen Mayock, Deputy General CounselStephen Holden, Deputy General CounselKathleen P. Vandy, Assistant General CounselJames White, Chief Financial OfficerDan Auletto, Acting Chief Operating OfficerToni Brown, Chief Administrative OfficerMichael Venuto, Chief EngineerSteve Reiners, Director, Fleet ManagementWilliam Shanahan, Director, Government RelationsMark Lopez, Manager, Government RelationsBarbara Holcomb, Manager, Capital GrantsGary K. Smith, Captain of Police, Public SafetyMike Reher, Sergeant, Public SafetyJohn Rink, General Manager, PATCO

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DRPA/PATCO Staff (continued)

Susan Squillace, Manager, Procurement and Stores,DRPA/PATCO

David Gentile, Inspector GeneralKyle Anderson, Director, Corporate CommunicationsFran O'Brien, Manager, Customer and Community

RelationsAmy Ash, Contract Administrator, Contract

AdministrationKevin LaMarca, Director, Information ServicesJennifer DePoder, Financial Analyst, FinanceDarcie DeBeaumont, Senior Accountant, FinanceMike DiGiamberardino, Reproduction Technician,

Print ShopLarry Walton, Construction & Maintenance Manager,

Walt Whitman BridgeSheila Milner, Administrative CoordinatorElizabeth McGee, Acting Records ManagerNancy Farthing, Executive Assistant to the CEODawn Whiton, Administrative Coordinator to the

Deputy CEO

Others Present

Amy Herbold, Esq., Senior Counsel, New JerseyGovernor's Authorities Unit

Chelsea Guzowski, Director of Special Projects,Pennsylvania Governor's Office of the Budget

David Dix, Assistant to Chairman BoyerVictoria Madden, Chief Counsel (for Pennsylvania

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

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

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

(Pennsylvania Counsel)William Hosey, President, IBEW 351Richard Franzini, Business Agent, IUOE 542Olivia C. Glenn, Regional Manager, New Jersey

Conservation Foundation

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Others Present (continued)

Craig Hrinkevich, Wells FargoTara Chupka (Assistant to John Dougherty)Brian Stevenson

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I N D E X

Page

Roll Call 5

Report of the CEO - January 2016 7

Report of the CFO 152

Approval of December 9, 2015 Board MeetingMinutes 17

Monthly List of Previously Approved PaymentsCovering Month of December 2015/Monthly Listof Previously Approved Purchase Orders andContracts of December 2015 18

Approval of Operations & Maintenance CommitteeMeeting Minutes of December 3, 2015, andJanuary 5, 2016 18

Adoption of Resolutions Approved by Operations &Maintenance Committee on January 5, 2016 19

DRPA-16-001 Design Services for CommodoreBarry Bridge StructuralRehabilitation Phase 2

DRPA-16-002 Capital Project ContractModification

DRPA-16-003 Procurement and Delivery ofHighway Rock Salt for DRPA andPATCO Facilities

DRPA-16-004 Procurement of Three (3) 2016Dump Trucks

DRPA-16-005 Procurement of Two (2) CaseWheel Loaders

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I N D E X (Continued)

Page

DRPA-16-006 Procurement of One (1) 2016120-Gallon Pressure Pot TruckMounted Striper

DRPA-16-007 Procurement of Two (2) 2016JLG Aerial Lifts

DRPA-16-008 Sustainability and ResourceEfficiency Consulting Services

DRPA-16-009 Public Safety Radio Five (5) YearReplacement Project (Year #4)

Adoption of Resolutions Approved by Finance Committeeon January 13, 2016

DRPA-16-010 Authorization for Extension ofStated Expiration Dates ofLetters of Credit for 2008A,2010B and 2010C RevenueRefunding Bonds and to DisseminateRFPs for Alternate ofReplacement Liquidity andFinancing Structures for 2008A,2008B, 2010A, 2010B, and 2010CRevenue Refunding Bonds 20

DRPA-16-011 Modifications of CurrentTemporary Workers Contracts 24

DRPA-16-012 Records Management ConsultantServices 24

DRPA-16-013 Compensation for SpecialtyLegal Services 24

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I N D E X (continued)

Page

Adoption of Resolution Approved by Audit Committeeon January 13, 2016 24

DRPA-16-014 Ethics Policy

Unfinished Business 252

New Business

DRPA-16-015 Consideration of Pending DRPAContracts (Between $25,000and $100,000) 252

DRPA-16-016 Salary Adjustment for ChiefExecutive Officer John Hanson(Tabled) 252

Citizens Advisory Committee Report 22

Public Comment 263

Executive Session/Adjournment 37

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P R O C E E D I N G S

(9:26 a.m.)

CHAIRMAN BOYER: The meeting of the Delaware

River Port Authority is now in session. Please rise

for a moment of silence and the pledge to the American

flag.

(Pledge of Allegiance)

CHAIRMAN BOYER: I'm going to ask the

Corporate Secretary to call roll, please.

MR. SANTARELLI: Chairman Boyer?

CHAIRMAN BOYER: Present.

MR. SANTARELLI: Vice Chairman Nash?

VICE CHAIRMAN NASH: Here.

MR. SANTARELLI: Commissioner Dougherty?

COMMISSIONER DOUGHERTY: Present.

MR. SANTARELLI: Commissioner DiAntonio?

COMMISSIONER DiANTONIO: Present.

MR. SANTARELLI: Commissioner Fiol-Silva?

COMMISSIONER FIOL-SILVA: Present.

MR. SANTARELLI: Commissioner Fentress?

COMMISSIONER FENTRESS: Here.

MR. SANTARELLI: Commissioner Hepkins?

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COMMISSIONER HEPKINS: Present.

MR. SANTARELLI: Commissioner Frattali?

COMMISSIONER FRATTALI: Present.

MR. SANTARELLI: Treasurer Reese?

TREASURER REESE: Present, by phone.

MR. SANTARELLI: Commissioner Jones?

COMMISSIONER JONES: Here.

MR. SANTARELLI: Commissioner Sweeney?

COMMISSIONER SWEENEY: Here.

MR. SANTARELLI: Commissioner Taylor?

COMMISSIONER TAYLOR: Here.

MR. SANTARELLI: You have a quorum.

CHAIRMAN BOYER: Thank you, Mr. Secretary.

First, I would like to apologize for our tardy

starting. However, we have a culture here at the

Delaware River Port Authority of openness and

transparency. With all transparency, we wanted to meet

because we have a great crowd today and I'm sure that

is because it has reached the press that we were

considering giving our CEO, a very capable and able

CEO, a very much needed raise.

However, we found out that that didn't go

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through the Committee process. So with an abundance of

caution, decided on the fact of transparency, we're

going to table that resolution today so that it can go

through the full Committee process like every other

raise goes through. So, we won't be having that

discussion today.

With that being said, we have a report from

the Chief Executive Officer, John Hanson.

MR. HANSON: Thank you, Chairman.

VICE CHAIRMAN NASH: You're still giving it?

(Laughter)

MR. HANSON: Under the highlight of

stewardship, a customer wrote in, "Thank all of you

who helped me find my phone. I left my phone on the

train at the Collingswood stop. I panicked because,

well, that's what we all do when we lose our phone

with everything in it. I quickly called the service

number, and they informed me they would search for it

as soon as the train got to Lindenwold. Someone

graciously returned it, and I got a call from Station

Supervisor Fran Egolf at the Lindenwold Station. She

was super nice. She helped me and reassured me that

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the phone was safe. I know losing a phone isn't the

biggest hardship, but I have so much on that thing.

Thank you to everyone who helped, and a big thank you

to whoever turned in my phone. I appreciate all of

you guys' work. Keep it up."

Another customer wrote in to commend actions

of the PATCO staff. "While walking up to the exit in

Haddonfield, I could not find my car key. At the top

of the stairs, Joe asked if there was a problem.

PATCO Joe made several calls on my behalf. He said

the last train to Lindenwold would be checked for the

keys. The red phone rang, and we were informed that

the train had been checked and there were no keys.

Shortly after that, Transit Ambassador Joe Ferro was

called -- was informed that my keys had been turned

into lost and found in Lindenwold by a passenger. I

decided to retrieve my keys on Monday at Lindenwold.

So here it is, an endorsement of employees who helped

make my mistake, which made for a bad Saturday

afternoon, turn into a pleasant encounter with a

concerned PATCO employee."

A customer wrote in to praise Transit

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Ambassador Shalayah Lewis. "Thank you very much for

finding my FREEDOM Card at 8th and Market Streets last

night and turning it in to Lost and Found at PATCO. I

did not realize I had lost it until I arrived at the

Ashland Station, where I used the red phone to report

my missing card. It must have fallen out of my coat

pocket somewhere between the turnstile and the

elevator at 8th and Market. Unfortunately, I had

earphones on, listening to music, so I did not hear my

name being called. I appreciate you, Shalayah, and

Lost and Found’s Fran Egolf for going to great lengths

to find me and give me my card back. It's comforting

to know that with all that's happening in the world

today, there are nice people who go the extra mile."

Finally, before I list the emergency actions

that I've taken, I'd like to recognize the Annual

Financial Reporting Team. The Government Finance

Officers Association, the GFOA, has once again awarded

the DRPA the prestigious Certificate of Achievement

Award for Excellence in Financial Reporting for the

23rd consecutive year. This Certificate is the

highest form of recognition in governmental accounting

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and financial reporting and its attainment represents

a significant accomplishment by a government and its

management.

Special thanks go to the following employees

who have been designated as primarily responsible for

winning the Comprehensive Annual Financial Report

Award: CFO James White; Acting Accounting Manager

Darcie DeBeaumont; Financial Analyst Jennifer DePoder;

Mike DiGiamberardino and Fritz Sims from Printing

Services; Mike Williams, Acting Manager of Corporate

Communications; Fran O'Brien, Manager of Corporate

Communications and Community Relations; and me.

I'd like to ask you all to come up for a

picture at the front and receive your Award from the

Chairman.

(Pause)

MR. HANSON: Finally, under CEO Emergency

Powers, a purchase order was approved in the amount of

$18,494.72 for three Reuland drive motors with speed

brake for our removable maintenance platforms. The

three Ben Franklin Bridge movable platforms have been

out of service for approximately one and a half years

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due to the Ben Franklin Bridge Track Rehabilitation

Project rigging and suspended work platforms. They

have been recently brought back into service for

access support for dismantling the track

rehabilitation contractor rigging. Motor replacement

was necessary on a platform in order to restore

platform operation.

There are currently no more spare units and it

was essential that we obtain additional motors to

service spares due to the long lead for ordering such

parts, approximately seven weeks. In the absence of

spares and if additional motors would fail, the

platform would have been rendered inoperable.

That concludes my verbal remarks.

CHAIRMAN BOYER: Do we have any questions on

this report? I'll entertain a motion to accept the

CEO's report.

COMMISSIONER FRATTALI: So moved.

COMMISSIONER DiANTONIO: Second.

CHAIRMAN BOYER: All those in favor?

ALL: Aye.

CHAIRMAN BOYER: All opposed? Ayes have it.

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Now we'll have the Report of the Chief

Financial Officer, Mr. Jim White.

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

Chair, and Commissioners.

MR. WHITE: I'd like to make mention briefly

three areas this morning. Since we've just concluded

the year 2015, this is a document that Jennifer

DePoder and I put together related to the Financial

Accomplishments and Achievements for 2015. I'd like

to also talk just briefly about our financial stats

and just make mention of a letter of credit SS&R that

you will be voting on today.

If you look at the CFO section of your packet,

you'll see Financial Accomplishments and Achievements

for 2015. One of the things I just wanted to

highlight is the importance of the participation of

the CAO's area, General Counsel, Finance, obviously,

and PATCO in terms of these achievements. But, I

wanted to thank especially the leadership of the

Finance Committee in partnering with us in order to

achieve some of these key items.

I won't go through this complete document, but

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I just wanted to highlight some things. If you look

at this particular document, you'll see that we

achieved a lot of things in 2015 in the following

areas: E-ZPass initiatives; debt swap related

initiatives; and, reduction in our existing Economic

Development legacy programs. And, again, just to

emphasize, we are obviously out of any new economic

development projects, but we still are winding down

certain lingering aspects of that Program.

Bond Indenture Compliance: we have to comply

with various bond indentures, particularly related to

our senior debt. Achievements in Insurance: in PATCO,

and other Finance initiatives, one of which we just

spoke about a few minutes ago with achieving the DRPA

Certificate of Achievement for Excellence for the 23rd

consecutive year. That is largely due to the

leadership of our Acting Accounting Manager Jen

DePoder and Corporate Communications, etc.

So, very briefly, on the E-ZPass initiatives,

the commuter credit was implemented December the 1st.

I am advised that as of the 10th or the 11th of this

month, commuters received a credit somewhere in the

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area of around $100,000; that was related to the

frequent commuters who had 18 trips during the month

of December. It's not unusual during December for

people to take vacations, so I'm not surprised that

number is relatively low. The key thing is that we

implemented that after several months of programming

and we appreciate the Board's work in supporting that

program.

A number of other E-ZPass initiatives:

participation in the new CSC contract. On the debt

side, we extended Barclay’s loan. We did a

significant swap novation authorization that netted us

roughly $850,000; that payment was unexpected to a

certain degree. Moody's reaffirmed DRPA’s ratings in

December, and we are still at work, working on LOC

restructuring.

We had, due to the great efforts of the Legal

Department, roughly $5 million in loans related to

Victor Lofts and the LEAP Academy that were paid off.

An LOC guarantee was discharged, reducing our

reserves. There are a number of other things that are

shown there. In terms of bond compliance, we

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basically have to certify to the bond trustees that we

are able to meet the net revenue requirement in our

bond indentures; we easily exceeded that for 2015 by

over $69 million and will exceed it for 2016 by over

$50 million.

On the insurance side, the AmeriHealth renewal

with only a one percent increase was significantly

important to us in terms of pulling together the

budget. Usually, that number is a lot higher and it

creates some issues as we finalize the budget.

On the PATCO side, a Customer Service

initiative -- the ability to use credit/debit cards at

PATCO's TVMs to buy paper tickets -- was rolled out in

June, 2015.

Again, all of these things were a partnership

between DRPA staff, the Finance Committee and the

Board. Other initiatives included the growth in the

General Fund and the passage of the DRPA and PATCO

Operating and Capital budgets. And, of course, we are

in the process of the SAP implementation; Finance and

other departments have been significantly involved in

that rollout.

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In terms of the financial stats, continued

good news. Through October, as you'll see in these

numbers, we are well ahead -- in a comparison between

2014 and 2015 -- in terms of traffic and revenues.

From what I can see, unaudited traffic particularly in

November and December were the highest two months

above the previous year, so these numbers are going to

increase in November and December once those figures

are audited.

PATCO ridership against last year is up, as

are the net passenger revenues. This is just a great

success story throughout the Authority in terms of

both PATCO and DRPA. We are significantly ahead

against budget for DRPA and toll revenues. Again,

those numbers will increase as we audit November and

December figures.

PATCO ridership is slightly down through

November 30th; but year-to-date versus budget,

ridership was only around 31,000 ridership less than

budget, and a lot of that is attributable to the snow

in the early part of the year.

In terms of budget, we are significantly under

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budget and we continue to have significant resources

both in the Project Fund and the General Fund to

position us to fund our Five-Year Capital Program.

The final thing I'd like to mention is that

before the Board today there is a rather complex SS&R

related to, essentially, the extension of several

Letters of Credit. We have three Letters of Credit

that are maturing this year with Bank of America,

Royal Bank of Canada, and The Bank of New York Mellon.

The resolution basically calls for extending those

Letters of Credit in order to give us sufficient time

to complete an RFP so that we can make a decision as

to whether or not we will renew them or seek

alternative financing structures in order to diversify

that particular portfolio. That concludes my remarks.

CHAIRMAN BOYER: Thank you. Does anyone have

any further questions of the Chief Financial Officer?

If not, we'll move for the Approval of December 9,

2015, DRPA Board Meeting Minutes.

COMMISSIONER FIOL-SILVA: So moved.

CHAIRMAN BOYER: Can I get a second?

COMMISSIONER HEPKINS: Second.

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ALL: Aye.


On Monthly List of Previously Approved

Payments and Monthly List of Previously Approved

Purchase Orders and Contracts Covering the Month of

December 2015, I'll accept a motion to receive and

file the Monthly List of Previously Approved Purchase

Orders and Contracts Covering the Month of December

2015.

COMMISSIONER HEPKINS: So moved.

COMMISSIONER FRATTALI: Second.


ALL: Aye.


Approval of the Operations and Maintenance

Committee Meeting Minutes of December 3, 2015 and

January 5, 2016.

COMMISSIONER FENTRESS: So moved.



ALL: Aye.

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Adoption of Resolutions approved by the

Operations and Maintenance Committee on January 5,

2016. There are nine items from the Operations and

Maintenance Committee for consideration. They are as

follows:

DRPA-16-001: Design Service for Commodore

Barry Bridge Structural Rehabilitation Phase 2.

DRPA-16-002: Capital Project Contract

Modification.

DRPA-16-003: Procurement and Delivery of

Highway Rock Salt for DRPA and PATCO Facilities.

DRPA-16-004: Procurement of three 2016 Dump

Trucks.

DRPA-16-005: Procurement of two Case Wheel

Loaders.

DRPA-16-006: Procurement of one 2016

120-Gallon Pressure Pot Track Mounted Striper.

DRPA-16-007: Procurement of two 2016 JLG

Aerial Lifts.

DRPA-16-008: Sustainability and Resource

Efficiency Consultant Services.

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DRPA-16-009: Public Safety Radio Five-Year

Replacement Project, Year Number 4.

COMMISSIONER FENTRESS: Move the motion.

CHAIRMAN BOYER: Can I get a second?



ALL: Aye.

CHAIRMAN BOYER: All opposed? Ayes carry.

Adoption of Resolutions approved by the

Finance Committee on January 13, 2016. There are four

items from the Finance Committee for your

consideration.

Authorization for Extension of Stated

Expiration Dates of Letters of Credit for 2008A,

2010B, and 2010C Revenue Refunding Bonds and to

Disseminate RFPs for Alternate of Replacement

Liquidity and Financing Structures for 2008A, 2008B,

2010A, 2010B, and 2010C Revenue Refunding Bonds.

Since that's so complicated, we are going to

do that as a stand-alone. Could I get a motion?



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CHAIRMAN BOYER: All in favor?

ALL: Aye.


DRPA-16-011: Modification of Current Temporary

Workers Contracts.

DRPA-16-012: Records Management Consultant

Services.

DRPA-16-013: Compensation for Specialty Legal

Services.

Can I get a motion to adopt these resolutions?


COMMISSIONER SWEENEY: Second.


ALL: Aye.


Adoption of Resolution approved by the Audit

Committee on January 13, 2016. There is one item from

the Audit Committee for consideration. It is as

follows:

DRPA-16-014: Ethics Policy.



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ALL: Aye.

CHAIRMAN BOYER: Ayes carry.

There are no items for Unfinished Business.

New Business; there are two items for New

Business.

DRPA-16-015: Consideration of Pending DRPA

Contracts between $25,000 and $100,000.


CHAIRMAN BOYER: Second?



ALL: Aye.


As we mentioned before, I'm taking a motion to

table DRPA-16-016: Salary Adjustment for the Chief

Executive Officer, John Hanson.


COMMISSIONER TAYLOR: Second.


ALL: Aye.


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Do we have a report for the Citizens Advisory

Committee?

(No response)

CHAIRMAN BOYER: There being none, do we have

any public comments? Go to the podium and please

state your name for the record and spell your last

name, please.

MR. HOSEY: Good morning, my name is Bill

Hosey, President of IBEW Local 351. I'm here for a

couple of reasons, and I'll give you a little history.

Right now, the IBEW 351 represents over 2,000 active

members and 800 retirees in South Jersey and other

locations. The retirees are in 20 states.

In this building we have 23 members of the

IBEW on the 6th Floor. We had proposed a certain wage

increase to the Labor Committee. The Labor Committee

was going to move it forward in November, but it got

pulled from November's meeting. The phone call I got

said that it was pulled over healthcare reasons; that

they wanted to see the different options for

healthcare.

Yesterday morning at six o'clock, my newspaper

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comes and I see in the Courier-Post the future

possibility of Mr. Hanson's raise. Through the day my

phone, of course, blew up and my e-mail was full with

different people questioning the raise.

I'll be clear; I support the raise. The IBEW

thinks that anybody that actually does their job

should get their money. And for him to be working at

a lesser rate than Mr. Matheussen did before him is a

shame. At the same time, though, there are 23

employees downstairs who have about 90 people in their

families. For those employees to have four years

without a pay increase -- and basically the four years

that was proposed ends up being a 7.95 percent

increase, just to make them whole, in my opinion, --

and for it not to move forward over healthcare,

especially since healthcare is not part of the package

to be negotiated, I think it's a mistake, and I think

it's a shame that it hasn't moved forward.

I believe those 23 people have earned that

raise. I believe the CEO should get his raise. It's

one of those things where if you just look at the

issue, there's just a right way to play things or do

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things. And with that said, he's owed the money and

so are the 23 employees.

They have come here day-in and day-out. And

I'm sure out of that group of 23, there might be some

college kids involved. When I say that, if the

freshmen start at Day 1 and the parents are thinking

“how am I going to afford the future increases of

college” and they don't get a raise, it's not what

we're all about. It's basically society.

And for this administration not to -- I know

where it ends up, it goes up to Trenton, and Trenton

is the issue, I understand that. But it's one of

those things where it should move forward. That’s

very clear as far as what this Board does, as far as

raises. I understand that the building didn't get a

raise for many years; last year they did get a raise,

and rightfully so. The people here that day-in and

day-out make sure South Jersey connects to

Philadelphia; they need to get their raises.

I'm here to make sure it's a front-burner

issue and it stays a front-burner issue with you and

Trenton. At the same time, make sure that it's done

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right as far as raises from the CEO all the way down

to the toll collector -- and I don't represent the

toll collectors. But, at the same time, the group

down on the 6th Floor keeps all the networks

continuing to work for this agency. There hasn't been

a glitch ever. They were here for the Pope, sleeping

here, for making sure that the bridges were actually

still active.

I ask you as Commissioners and as you, the

Chairman, to keep this as a front-burner issue. We

need to get this done as soon as possible. Thank you.

CHAIRMAN BOYER: Thank you. I appreciate

those remarks and I agree with the vast majority of

what you said. You can trust me and the Commissioners

that it is on the front burner. We'd like to thank

all the workers here who have worked without raises

and pay increases for an extraordinary amount of time.

Particularly when the Pope came, they shined. And

they should be rewarded for that.

We are working on that very diligently, and it

will be a top-burner issue for me.

Commissioner Dougherty?

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COMMISSIONER DOUGHERTY: Yes, I just want to

follow up my good friend and partner in the IBEW,

Mr. Hosey. This is the first time I've actually ever

spoken on an IBEW issue, all the times I've been here.

Like 90 percent of the clothing I have at home has

IBEW across the top of it. So that guy and the people

that he represents are in this building all the time.

He's been to at least 25 Board meetings since I've

been here, and he has been nothing but supportive. So

for him to get up and voice a concern, that is a much

larger concern for me today than it was yesterday,

because I know that he would not come here unless he

felt that something was broke.

Just to paraphrase my previous five minutes,

he's a good guy who loves this region, loves this

building, and respects this process. For him to get

up and say something, that means that he's getting

frustrated with what's going on here. Now, for him to

get frustrated that sends me a message that something

is broke inside.

Now, I know we don't have a big-time game plan

on how to handle raises. I've been talking about that

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for the last three years. I've asked for some sort of

business game plan or business approach to how we do

raises. We just can't keep asking people to work --

you know, this weekend, if we get hit with a couple of

feet of snow, we're going to ask people to come to

work, make sure these bridges stay open, make sure we

keep our revenue sources, and we're going to do it as

usual. People have to be rewarded and we just can't

pick and choose.

Again, the comment, because it will definitely

run parallel to Hanson's raise. If we had a game plan

that was a calculated, detailed – if we had a

transparent business game plan here, we wouldn't be

playing around with all these acting titles and moving

money around because we're paralyzed by politics or

we're paralyzed by -- in some cases, we've referred to

Trenton, it's not Trenton, it's here. We make the

case here on people, what they deserve, and we should

spend a little bit more time.

We table it and we talk about it in between

meetings. Let's spend some time. The greatest

resource that we have at the DRPA is the people who

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work here, so we have to make sure we make them a top

priority.

I've been here when we had no money. I was

here when we had a lot of conversation about the

money, where it was going. We were spending

$25 million on brick and mortar, when we should have

been spending $25 million and making sure that these

guys got raises and that they had healthcare.

Again, for him to get up, that just sends a

message to all of us that something is broke inside

the building right now.

CHAIRMAN BOYER: Any other comments?

VICE CHAIRMAN NASH: Yes, Mr. Chairman.

First, I agree with what has been said. Mr. Hosey,

I've known for many years as a good friend and a

terrific labor leader, representing the men and women

who serve the IBEW in New Jersey. And he is correct;

we have to take a hard look at this. The one

assurance that I can give to the representatives of

IBEW is that this is a top priority issue for us.

I don't believe that the system is broken. We

are now in a position because of our prudence over the

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past several years and outstanding management -- as

reflected in the certificates that you gave yourself

today, the management of this organization and the

financial management of the organization has resulted

in a position where the DRPA is in excellent financial

shape, as reflected by the reports of the Wall Street

rating agencies.

We are in a position now to provide reasonable

raises for the employees, as we did last year for the

non-represented. I think John's “raise” today is not

a raise, -- what has been suggested is that he take

over the salary that was left by his predecessor. The

job of CEO has a certain title and it has a certain

salary attached to it, and that is what this DRPA is

going to consider. It is not a raise, per se. He has

been earning the same amount of money as he did in his

former position as CFO.

So let's be very clear about that. I don't

want to criticize the media, but I think it was a

little bit misleading as it was reflected in some of

the articles. But the reason it is being tabled is

simply because we have a process. This raise did not

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go through a process.

One of the great things that we have

accomplished over the past several years is that we do

have transparency; it is important that all of the

raises, especially for the CEO, go through the Labor

Committee, are discussed there, are voted through the

Labor Committee, and then come back to the Board.

As far as the IBEW, because we are now in a

good financial position, we are in a position to

consider reasonable raises for the represented

employees. And, Bill, I can assure you that this is a

top-burner issue for the Chairman -- we have discussed

this many times -- and for the other Commissioners

that I've discussed it with, and we will get this

resolved.

It's not necessarily a Trenton issue. I think

Trenton just wants us to be prudent, because they are

dealing with not only the DRPA, which has a good

financial position, but they're dealing with all of

the authorities throughout the State of New Jersey and

the employees of the State of New Jersey, and they are

not all in such a good position. So they have to put

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the pieces of the puzzle together.

Our job is to understand that, to work with

them and to provide reasonable raises for our

employees. And we are working very hard to accomplish

that. I think within the next 30 days, we will have

done that. That's my position.

MR. HANSON: Chairman?

CHAIRMAN BOYER: We're going to go to Hanson,

then Commissioner Dougherty.

MR. HANSON: I just want to add that

Mr. Franzini from the IUOE is with us today; he is

also working very hard to try and resolve the issues

regarding the IUOE contract with us. I hear on a very

frequent basis from Mr. Bennett and Mr. Wells from the

Teamsters. All of these unions do not have contracts,

and we're working hard on that. So it is a big issue,

and we're talking about the people who do the work of

the organization.

CHAIRMAN BOYER: Commissioner Dougherty?

COMMISSIONER DOUGHERTY: No disrespect to

anybody at the table. I got paid to build buildings,

so when we were investing in economic development; it

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was against my best interest to say we should stop

doing that. I presented 90 percent of the resolutions

to put us on the proper footing we're in today. I

asked back then for a calculated game plan or a

structure under which we can compensate the people

that work here. I don't know how many years that has

been. In fact, I've been on the Board, off the Board,

and back on the Board since that occurred.

Instead of us saying that we're going to take

this seriously, let's say we're going to handle it in

the next 30 days. Let's just come up with a time

frame; we've got three contracts that are suspended or

open-ended. Look, I'm not running for president.

I've been consistent. So has Trenton been consistent.

We understand where Trenton stands pertaining to

raises and the economy here.

We balance this budget. We don't want papers.

We want raises.

CHAIRMAN BOYER: Commissioner Dougherty, with

that being said, I just want to let you know that we

have been diligently working on a game plan. We have

a CCI study that should be done within the next 15

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days, not 30 days, that will have a detailed listing

of not only salaries and where they should be, but

will compare the peer agencies in this region so that

we will have a very detailed argument when we go to

Trenton.

So, it is not like we're just bringing these

raises out of [thin air]. We have a very detailed,

structured approach that deals with numbers and

metrics that are measurable. It is my desire to have

this done by the next Board meeting or at least

present something to this Board at that time. And if

it goes up to Trenton and the governor exercises his

right to veto, that's something that we have to deal

with. But we have to do it in a very methodical

manner so that we have a reasonable amount of

certainty that he won't do that; I don't want to put

anyone on any train where they can see a raise but

it's like a mirage because we know that Trenton is not

going to pull.

But I agree that it starts with this table and

the will of this Board. I think this Board has the

will; we just have to put all the information that we

38



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have together. Toni Brown and her team have been

leading that study, and that study should be done and

complete within the next 15 days.

Commissioner Taylor?

COMMISSIONER TAYLOR: Is Trenton aware that if

we don't compensate our people, we're going to lose

good people? Any organization that is going to

continue to move in a positive direction certainly has

to have good people; we have to be competitive. I

would hope that Trenton -- or anyplace else -- takes a

good look at the need for us to be competitive with

other agencies.

CHAIRMAN BOYER: I take the tack that Vice

Chair Nash just took. I don't want to chastise the

media, but sometimes that is the media's job to

understand that it is, you know, as the opportunity

calls. When you pay people low wages in an era when

wages are going up slightly and the economy is good,

you risk losing good people. You risk the efficiencies

that we've developed, because once you lose people,

you lose the efficiency.

We're not widgets. You don't just replace one

39



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widget with the next. People power is the greatest

resource that we have, as Commissioner Dougherty said;

we have to understand that and we probably have to

make that argument a little more strongly. I have to

do that; that's my job, and I'll do it.

With that being said, that's going to be the

last word on that. We're going to hold in abeyance --

MR. SANTARELLI: Mr. Chairman, excuse me, just

one thing I wanted to note for the record. With

respect to Resolution 16-008, Vice Chairman Nash had

previously notified me that he would be abstaining,

and he did abstain in the Finance Committee. I just

wanted to make sure that his abstention in Number

16-008, ‘Sustainability and Resource Efficiency

Consulting Services,’ is noted for the record.

CHAIRMAN BOYER: Thank you, no problem.

We're now going to hold in abeyance the

Delaware River Port Authority Board meeting and

convene the PATCO Board meeting.

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(Whereupon, the meeting ended with a Motion to

adjourn both DRPA and PATCO Board meetings on

Wednesday, January 20, 2016 at 11:10 a.m.)


Raymond J. SantarelliGeneral Counsel andCorporate 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 January 20, 2016, were held as herein appears, and

that this is the original transcript thereof for the

file of the Authority.

_________________________Tom BowmanFREE STATE REPORTING, INC.

DRPA MONTHLY LIST OFPREVIOUSLY APPROVED

MONTHLY LIST OF PAYMENTS

DRPA MONTHLY LIST OFPREVIOUSLY APPROVED

PURCHASE ORDERS & CONTRACTS

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

Purchase Order Number Item Resolution

(D=DRPA)

Vendor Name Item Description Net Order Value

4500000402 1 25KTHRES 100501 W.B. MASON CO. INC OFFICE SUPPLIES $200.00

4500000402 $200.00

4500000406 1 D-15-133 100501 W.B. MASON CO. INC OFFICE SUPPLIES $200.00

4500000406 $200.00

4500000416 1 D-15-133 100501 W.B. MASON CO. INC OFFICE SUPPLIES $1,200.00

4500000416 $1,200.00


4500000417 $2,000.00

4500000419 1 25KTHRES 100085 CAMDEN COMPUTERS, LLC COMP ACCESS./SUPP. $2,500.00

4500000419 $2,500.00

4500000420 1 25KTHRES 100472 TRANSCORE LP MAINT/REPAIR-ELECT. $437.29



4500000420 $536.54


4500000421 $800.00


4500000422 $500.00


4500000423 $700.00


4500000425 $180.00

4500000433 1 25KTHRES 100837 DELL MARKETING L.P. COMP ACCESS./SUPP. $10,000.00

4500000433 $10,000.00

4500000434 1 25KTHRES 101281 GRAYBAR COMP ACCESS./SUPP. $5,000.00

4500000434 $5,000.00

4500000436 1 25KTHRES 100169 EPLUS TECHNOLOGY, INC. COMP ACCESS./SUPP. $10,000.00

4500000436 $10,000.00

4500000437 1 25KTHRES 100530 SHI INTERNATIONAL CORP COMP ACCESS./SUPP. $5,000.00

4500000437 $5,000.00

4500000454 1 25KTHRES 100530 SHI INTERNATIONAL CORP DATA PROC SRVS & SW $9,682.00

4500000454 $9,682.00

4500000456 1 25KTHRES 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO $2,117.00

4500000456 $2,117.00

4500000457 1 25KTHRES 100530 SHI INTERNATIONAL CORP DATA PROC SRVS & SW $2,705.00

4500000457 $2,705.00

4500000459 1 DRPA-15-133 100501 W.B. MASON CO. INC OFFICE SUPPLIES $900.00

4500000459 $900.00

4500000462 1 DRPA-15-133 100501 W.B. MASON CO. INC OFFICE SUPPLIES $500.00

4500000462 $500.00


4500000473 $400.00


4500000494 $2,000.00

4500000514 1 D-15-135 101190 TRI-M GROUP LLC HVAC $16,280.00

4500000514 $16,280.00

4500000515 1 D-15-135 101190 TRI-M GROUP LLC TRAFFIC CTRL DEVICES $15,672.00

4500000515 $15,672.00

4500000546 1 25KTHRES 100870 ESRI INC. DATA PROC SRVS & SW $400.00

4500000546 $400.00

4500000547 1 25KTHRES 100497 VISUAL COMPUTER SOLUTIONS, INC. DATA PROC SRVS & SW $5,864.94

4500000547 $5,864.94

4500000549 1 25KTHRES 101309 PITNEY BOWES INC OFFICE EQUIPMENT $144.00

4500000549 2 25KTHRES 101309 PITNEY BOWES INC OFFICE EQUIPMENT $720.00

4500000549 $864.00

4500000559 1 25KTHRES 100741 ASSA ABLOY ENTRANCE SYSTEMS US INC. MAINT/REPAIR-BLDG $662.00

4500000559 $662.00


4500000565 $500.00


4500000566 $1,000.00

4500000567 1 25KTHRES 100059 ATLANTIC TACTICAL CLOTHING POLICE UNI $68.40







4500000567 $615.60


4500000568 $400.00

4500000581 1 25KTHRES 100059 ATLANTIC TACTICAL POLICE EQP AND SUPP $88.20









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


(D=DRPA)













4500000581 $1,555.50


4500000586 $800.00


4500000587 $450.00

4500000588 1 25KTHRES 100187 GENERAL SALES ADMINISTRATION AUTO/RELATED TRANSPO $640.00

4500000588 2 25KTHRES 100187 GENERAL SALES ADMINISTRATION AUTO/RELATED TRANSPO $640.00

4500000588 $1,280.00


4500000596 $600.00

4500000600 1 25KTHRES 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC COMP HW/PERIPH-MICRO $1,980.00


4500000600 3 25KTHRES 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC COMP HW/PERIPH-MICRO $920.00






4500000600 $9,976.80

4500000605 1 25KTHRES 100127 DAVIDHEISER'S SPEEDOMETER REPAIR IN POLICE EQP AND SUPP $375.00




4500000605 $1,500.00

2015 Third Quarter Financials

Restricted Funds Restricted Funds September 30, 2015 December 31 2014

Capital Project Revenue Maintenance Bond Service Bond Reserve General Combined Combined

Fund Funds Fund Fund Funds Funds Fund Total Total

Assets

Current Assets

Cash and cash equivalents 1,563,396$ 28,193,441$ 29,756,836$ 31,048,925$

Investments 1,057,000 479,262,239 480,319,239 434,116,036

Accounts receivable, net of allowance for uncollectibles 4,307,843 12,304,340 16,612,183 9,136,830

Accrued interest receivable - 299,718 299,718 425,709

Transit system and storeroom inventories 363,228 5,553,203 5,916,430 5,999,891

Economic development loans - current - - 3,773,988

Prepaid expenses 2,816,843 1,347,722 4,164,566 5,253,256

Restricted assets -

Cash and cash equivalents 536,831 2,178,814 2,715,645 3,247,038

Investments 15,076,264 13,913,077 4,836,880 50,242,582 136,672,774 220,741,578 240,692,468

Accrued interest receivable 3,605 3,499 7,104 3,605

Total current assets -$ 15,616,700$ 26,200,201$ 4,836,880$ 50,242,582$ 136,672,774$ 526,964,162$ 760,533,299$ 733,697,747$

Noncurrent Assets

Restricted investments for capital projects 170,771,285 170,771,285 239,730,418

Capital assets 2,229,729,351 25,000 2,229,754,351 2,127,256,648

Accumulated Depreciation 822,270,970 - 822,270,970 779,236,228

Total capital assets, net of accumulated depreciation 1,407,458,381$ -$ -$ -$ -$ -$ 25,000$ 1,407,483,381$ 1,348,020,421$

Other

Economic development loans, net of allowance for uncollectibles 14,369,342 14,369,342 14,169,289

Debt insurance costs, net of amortization 961,732 258,329 1,220,061 1,295,393

Total other assets 961,732 14,627,671 15,589,403 15,464,682

Total noncurrent assets 1,408,420,113$ 170,771,285$ 14,652,671$ 1,593,844,069$ 1,603,215,520$

Total assets 1,408,420,113$ 186,387,985$ 26,200,201$ 4,836,880$ 50,242,582$ 136,672,774$ 541,616,833$ 2,354,377,368$ 2,336,913,267$

Deferred Outflows of Resources

Accumulated decrease in fair value of hedging derivatives 116,424,408 - 116,424,408 116,424,408

Loss on refunding of debt 6,848,125 3,852,806 10,700,930 12,339,216

Total deferred outflows of resources 123,272,533$ 3,852,806$ 127,125,339$ 128,763,624$

Liabilities

Current Liabilities

Accounts payable 0 0

Retained amounts on contracts 61,909 13,627,858 13,689,766 10,389,689

Other 10,104,027 11,215,847 21,319,874 27,405,657

Accrued liabilities -

Claims and judgments 131,215 500,945 632,160 721,000

Self-insurance 980,758 1,006,952 1,987,710 2,000,000

Pension 184,129 2,212,814 2,396,943 2,660,421

Sick and vacation leave benefits - - 975,000

Other 69,044.90 891,028 960,073 1,484,434

Unearned revenue 762,340 2,027,649.71 2,789,989 4,420,774

Liabilities payable from restricted assets - -

Accrued interest payable 12,023,550 - 12,023,550 24,284,937

Bonds payable - current 40,035,000 9,975,000 50,010,000 47,385,000

Total current liabilities 40,035,000$ -$ 12,293,421$ -$ 12,023,550$ -$ 41,458,094$ 105,810,066$ 121,726,912$

Noncurrent Liabilities

Accrued liabilities

Claims and judgments 160,234.97 1,537,216 1,697,451 1,935,732

Self-insurance 1,471,136.57 1,095,992 2,567,129 2,583,412

Sick and vacation leave benefits 2,642,595 1,209,258 3,851,852 2,921,895

Other postemployment benefits 21,174,955 10,269,503 31,444,459 31,445,459

Unearned revenue 975,658 2,121,665 3,097,323 4,908,438

Premium payment payable - derivative companion instrument 29,335,455 - - 29,335,455 29,335,455

Derivative instrument - interest rate swap 116,489,556 - 692,191 - 117,181,747 117,181,747

Bonds payable, net of unamortized discounts and premiums 1,342,362,837 - 171,323,788.77 1,513,686,626 1,565,792,844

Total noncurrent liabilities 1,488,187,849$ 26,424,579$ 692,191$ 187,557,423$ 1,702,862,042$ 1,756,104,983$

Total liabilities 1,528,222,849$ 38,718,001$ 12,023,550$ 692,191$ 229,015,517$ 1,808,672,108$ 1,877,831,895$

Net Position

Unrestricted 316,429,122 486,417,613 215,003,702

Net investment in capital assets 170,771,285 25,000 170,796,285 174,762,294

Restricted 3,469,797 15,616,700 (12,517,800) 4,836,880 38,219,032 135,980,583 15,616,700 198,079,000

Total net position 3,469,797$ 186,387,985$ (12,517,800)$ 4,836,880$ 38,219,032$ 135,980,583$ 316,454,122$ 672,830,599$ 587,844,996$

The accompanying notes to the combined financial statements are an integral part of these statements.


BALANCE SHEET

September 30, 2015UNAUDITED

Page 1

9/30/2015 9/30/2014 2015 2014

Operating Revenues

Bridges

Tolls (Schedule 4) 229,725$ 223,125$ 82,004$ 80,308$

Other operating revenues (including Riverlink Ferry) 5,167 6,366 1,623 1,063

Total bridge operating revenues 234,893 229,491 83,626 81,371

Transit system

Passenger fares 18,533 18,267 6,355 6,142

Other operating revenues 1,093 1,503 396 785

Total transit system operating revenues 19,626 19,770 6,751 6,927

Total operating revenues 254,519 249,261 90,377 88,298

Operating Expenses

Bridge Operations 35,460 33,330 35,460 10,872

Transit System 37,483 25,367 13,296 201

Community impact 2,836 2,809 945 936

General and administration 31,672 31,007 11,098 10,100

Port of Philadelphia and Camden 30 (48) 6 (73)

Depreciation - DRPA 27,296 32,536 9,099 10,678

Depreciation - PATCO 15,739 11,919 5,246 6,440

Total operating expenses 150,517 136,919 75,150 39,153

Operating Income 104,002$ 112,342 15,228 49,145

Nonoperating Revenues (Expenses)

Investment Income (Schedule 3) 6,042 4,586 1,618 1,518

Change in fair value of derivative instruments (Note 4) - - - -

6,042 4,586 1,618 1,518

Interest On Funded Debt (Note 12)

Port District Project bonds, Series 1999 (1,841) (2,122) (614) (707)

Amortization Expense Port District Project bonds, Series 1999 (Note 12) (46) (46) (15) (15)

Refunding Revenue bonds, Series 2008 (567) (635) (177) (206)

1995 Rev. Bond Swap Payments (Related to 2008 A, & B Series) (10,756) (12,818) (4,793) (3,845)

Refunding Revenue bonds, Series A, B & C 2010 (477) (525) (150) (169)

1999 Rev. Bond Swap Payments (Related to 2010 A, B, & C Series) (13,308) (14,202) (5,930) (4,751)

Revenue bonds, Series D 2010 (11,591) (11,591) (3,864) (3,864)

Amortization Expense Revenue bonds, Series 2010 (Note 12) (30) - (10) -

Port District Project Refunding Bonds, Series 2012 (3,889) (4,006) (1,296) (1,335)

Revenue bonds, Series 2013 (17,316) (17,316) (5,772) (5,772)

(59,820) (63,259) (22,621) (20,665)

Economic development activities (1,330) (210) (247) -

Other nonoperating revenues 1,893 434 1,886 9

Other grant revenues 1,414 2,244 560 1,432

Bond issuance costs

Other nonoperating expenses (510) (140) (386) (139)

Total nonoperating revenues (expenses) (52,311) (56,346) (19,190) (17,844)

Income before capital contributions 51,691 55,996 (3,963) 31,300

Capital Contributions

Federal and state capital improvement grants 33,295 2,000$ 7,327$ 450$

Change in net position 84,986 57,996 3,363 31,750

Net Position, January 1 587,845 511,389 587,845 511,389

Net Position, September 30 672,831$ 569,386$ 591,208$ 543,140$

The accompanying notes to the combined financial statements are an integral part of these statements.

Period Ending Third Quarter


For the Period Ended September 30, 2015 and 2014

Combined Statements of Revenues, Expenses and Changes in Net Position

September 30, 2015

(amounts expressed in thousands)

Page 2

9 Months 9 Months

OPERATING ACTIVITIES: 2015 2014

Operating revenues in excess of expenses 104,002$ 112,342$

Other nonoperating revenues and expenses 2,797 2,538

Adjustments to reconcile operating and non operating income

to net cash provided by operating activities:

Depreciation 43,035 44,455

Economic development activities (1,330) (210)

Changes in assets and liabilities which provided (used) cash:

Accounts receivable (7,475) (7,155)

Economic development loans - Net 3,574 563

Derivative Instruments - -

Transit system and stores inventory 83 245

Prepaid expenses and other assets 1,089 230

Accounts payable (2,786) 11,730

Accrued liabilities and interest (13,451) 49

Unearned revenue (3,442) 214

Accrued interest receivable 122 (2,815)

Other and loss on refunding 1,714 608

Net cash provided by operating activities 127,932$ 162,795$

CAPITAL AND RELATED FINANCING ACTIVITIES:

Acquisition and construction of capital assets (102,498) (110,639)

Cash provided by capital grants 33,295 2,000

Repayment of funded debt (49,481) (40,815)

Interest paid (59,820) (63,259)

Proceeds from facility disposals - -

Net cash used for capital and related financing activities (178,504)$ (212,714)$

NET DECREASE IN CASH BEFORE INVESTING ACTIVITIES (50,573)$ (49,919)$

INVESTMENT ACTIVITIES:

Unrestricted:

Net Proceeds from sale (purchases) of investments (26,252) 78,595

Decrease (Increase) in investments (26,252)$ 78,595$

Restricted:

Net Proceeds from sale (purchases) of investments 68,959 (30,436)

Decrease in investments 68,959$ (30,436)$

Change in fair value of Derivative instruments -

Receipts of interest income 6,042 4,586

Net cash provided by investing activities 48,749$ 52,745$

NET INCREASE IN CASH (1,823)$ 2,826$

CASH, BEGINNING OF YEAR 34,296$ 30,760$

CASH, END OF PERIOD 32,472$ 29,886$

CASH AT JUNE 30

Unrestricted 29,757$ 29,349$

Restricted 2,716$ 537$

32,472$ 29,886$


For the period ended September 30 (Unaudited)

CONSOLIDATED STATEMENT OF CASH FLOWS

Page 3

Assets September 30, 2015

Investments 10,758$

Total current assets 10,758

Net Position

Held in trust for retiree health benefits 10,758

Total net position 10,758$

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


Other Postemployment Benefits Trust

Combined Statement of Trust Net Position Available for Benefits

For the Period Ended September 30, 2015


Page 4

Additions 9/30/2015

Employer contributions

Investment income 2

Total additions 2

Deductions

Benefit payments -

Administrative expenses 24

Total deductions 24

Increase in net position (22)

Net Position, January 1 10,780

Net Position, September 30 10,758$

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



Unaudited

Other Postemployment Benefits Trust

Combined Statement of Changes in Trust Net Position


Page 5

Combined Supplemental Schedule of Changes in Fund Net Position Information by Fund



Restricted Restricted Restricted

Maintenance Debt Service Combined

Capital Revenue Reserve General Debt Service Reserve Project

Fund Fund Fund Fund Funds Funds Funds Total Total

Net Position (Deficiency), January 1 (93,402)$ (19,783)$ 4,689$ 257,953$ 48,201$ 133,755$ 256,432$ 587,845$ 511,389$

Revenues and Expenses

Operating revenues 234,820 19,698 254,519 330,882

Operating expenses (43,035) (34,491) (41,318) (118,844) (161,955)

General administration expenses (31,633) (39) (31,672) (41,347)

Investment income 273 148 3,256 1 2,225 138 6,042 8,479

Interest expense (511) 893 (60,203) (59,820) (78,377)

Economic development activities (1,330) (1,330) (2,401)

Other nonoperating revenues (expenses) (234) 1,617 1,383 3,437

Other grant revenues 1,414 1,414 1,307

Total revenues and expenses (43,546) 168,734 148 (15,808) (60,201) 2,225 138 51,691 60,025

Government Contributions for Capital Improvements,

Additions and Other Projects 33,295 33,295 16,431

Interfund Transfers and Payments (494)

Bond service (65,740) (31,864) 97,604

Funds free and clear of any lien or pledge (95,730) 95,730

Funds for permitted capital expenditures 69,096 (69,096)

Retirement of bonds 37,920 9,465 (47,385)

Funds for permitted port projects 1,085 - (1,085)

Capital additions 102,498 (102,498) -

Net equity swap transfers

Total interfund transfers and payments 140,418 (161,470) 41,015 50,219 (70,181)

Net Position (Deficiency), September 30 3,470$ (12,517,800.14) 4,837$ 316,454$ 38,219$ 135,981$ 186,388$ 672,831$ 587,845$

12/31/2014

Page 6

NOTES TO COMBINED FINANCIAL STATEMENTSFor the Period Ended September 30, 2015 (Dollars in Thousands)

Page 7

Note 1. Summary of Significant Accounting Policies

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

The costs of providing facilities and services to the general public on a continuing basis are recoveredprimarily in the form of tolls and fares. The Authority is a member of the E-ZPass Interagency Group, thelargest interoperable Electronic Toll Collection System in the world, comprised of thirty-seven (37)agencies in sixteen (16) states. Through September 30, 2015, customer participation in the E-ZPasselectronic toll collection process grew was over seventy percent (70.8%) of its toll collection activity duringrush hour periods. Toll revenues collected through E-ZPass now exceed sixty-nine percent (69.2%) oftotal toll revenues. The Office of the Chief Operating Officer manages the RiverLink Ferry System, whichruns daily between Penn’s Landing in Philadelphia and the Camden Waterfront during its operatingseason, 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 inconformity with accounting principles generally accepted in the United States of America, as applied togovernmental units. The Governmental Accounting Standards Board (“GASB”) is the accepted standardsetting 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 isthe measurement of economic resources, that is, the determination of operating income, changes in netposition (or cost recovery), financial position, and cash flows. The focus of fiduciary funds is also themeasurement of economic resources.

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

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

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


Page 8

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) andOPEB Trust. Likewise, as with cash and cash equivalents, the accounts that are restricted as per thevarious Indentures of Trust have been recorded as restricted investments on the combined financialstatements (Note 11).

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

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

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

Investment in Facilities: Investment in facilities is stated at cost, which generally includes expenses forlegal expenses incurred during the construction period. Investment in facilities also includes the costincurred for port-related projects, and improvements, enlargements and betterments to the originalfacilities. Replacements of existing facilities (except for primarily police and certain other vehicles whoseestimated useful life is two years or less) are also recorded at cost. The related costs and accumulateddepreciation of the property replaced are removed from the respective accounts, and any gain or loss ondisposition is credited or charged to non-operating revenues or expenses. Assets capitalizable generallyhave an original cost of five thousand dollars ($5K) or more and a useful life in excess of three years.Depreciation and amortization are provided using the straight-line method over the estimated useful livesof 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 bridgefacilities in good operating condition are charged to operations as incurred.

Self-insurance: The Authority provides for the uninsured portion of potential public liability and workers’compensation claims through self-insurance programs and charges current operations for estimatedclaims to be paid (Note 15).

Economic Development Activities: The Authority establishes loan loss provisions for economicdevelopment loans receivable, based upon collection history and analysis of creditor’s ability to pay. TheAuthority has established a loss reserve in the amount of $1,345 as of September 30, 2015 and 2014 forits economic development loans outstanding.


Page 9


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

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

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

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

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

Operating expenses include expenses associated with the operation, maintenance, and repair of thebridges, PATCO, and Ferry operations, and general administrative expenses. Non-operating expensesprincipally include expenses attributable to the Authority’s interest on funded debt and economicdevelopment activities.

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

Debt Management: Total outstanding bond debt reflected on the statements of net position is net ofunamortized bond discounts and premiums (Note 12). The Authority presently has two active interestrate hedge (swap) agreements (derivative instruments) with TD Bank Securities and Wells Fargo tohedge interest rates on a portion of its outstanding long-term debt. (UBS was replaced as thecounterparty on the two swaps in July 2014) (Note 4).

Derivative Instruments and the Related Companion Instruments: The Authority has entered into twointerest rate swap agreements with the Bank of America, N.A. for the primary purposes of investing andfor the aforementioned purpose of hedging interest rates on its outstanding long-term debt. Inaccordance with Governmental Accounting Standards Board Statement No. 53, Accounting and FinancialReporting for Derivative Instruments, all activity related to the interest rate swap agreements has beenrecorded 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 andits Supplemental Indentures and Section 5.07 of the 1999 and 2012 Port District Project Bond Indenturesof Trust, the Authority must annually adopt an Annual Budget on or before December 31 for the ensuingyear. Section 5.15 of the 1998 Revenue Refunding 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 theMaintenance 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 theAuthority’s projections of revenues for the ensuing fiscal year demonstrating compliance with thecovenant as to facility charges as set forth in Section 5.09 of the Indentures of Trust. On or beforeDecember 31 in each fiscal year, the Authority must file a copy of the Annual Budget for the ensuing fiscalyear with the Trustees.


Page 10


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

The Authority 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 ofthe then-current fiscal year, which shall be treated as the Annual Budget under the provisions of theIndentures of Trust. A copy of any amended or supplemental Annual Budget must be promptly filed withthe Trustee.

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

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

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

Note 2. Cash and Cash Equivalents

Custodial Credit Risk Related to Deposits: Custodial credit risk is the risk that, in the event of a bankfailure, the Authority’s deposits might not be recovered. The Authority does not have a deposit policy forcustodial credit risk. As of December 31, 2014, the Authority’s bank balance of $52,130 (includingcertificate of deposit of $13,622 classified as investments in the statements of net position), was exposedto custodial credit risk as follows:

2014

Uninsured and uncollateralized $ 49,982

Uninsured and collateralized (collateral held by

bank's department or agent, but not in the

Authority's name) $ 685

Also, included in the Authority’s December 31, 2014 bank balance of $52,130 is a $25,000 certificate ofdeposit. Since the certificate of deposit is invested for a term of seven days, the Authority has reported itas “cash and cash equivalents” on the combined statements of net position and cash flows as ofDecember 31, 2014.


Page 11

Note 3. Investment in Securities

Excluding the investments of the OPEB Trust, the Authority’s investments in various securities aremaintained for specified funds in accordance with the provisions of the Indenture of Trust adopted as ofJuly 1, 1998.

Custodial Credit Risk Related to Investments: For an investment, custodial credit risk is the risk that, inthe event of the failure of the counterparty, the Authority will not be able to recover the value of itsinvestments or collateral securities that are in possession of an outside party. Of the Authority’sinvestments at December 31, 2014 $900,916, 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, areuninsured, not registered in the name of the Authority, and held by the counterparty’s trust department oragent but not in the Authority’s name.

As of December 31, 2014, the Authority had the following investments:

The weighted average maturity of the Authority’s investment portfolio was 8.85 months as of December31, 2014.

The short-term investments listed above consist of money market funds. Since it is the policy of theAuthority to utilize these funds for the purchase of investments with longer maturities, these amountshave been classified as investments in the statements of net position as opposed to cash and cashequivalents.

Interest Rate Risk: The Authority’s General Fund investment policy limits investment maturities as ameans of managing its exposure to fair value losses arising from increasing interest rates and is asfollows: the average effective duration of the portfolio is not to exceed twenty-four months, and themaximum effective duration of any individual security is not to exceed five years, unless otherwisespecified.

Credit Risk: Investments are purchased in accordance with the 1998 Indenture of Trust and itsSupplemental Indenture and General Fund investment parameters and generally include U.S.government obligations, money market funds, obligations of U.S. agencies or instrumentalities, andobligations of public agencies or municipalities rated in either of the two highest rating categories byStandard & Poor’s Ratings or Moody’s Investors Services. In accordance with the 1998 Indenture ofTrust and its Supplemental Indentures, the Authority invests in corporate bonds and commercial paperrated A-1 by Standard and Poor’s Corporation. Guaranteed Income Contracts are collateralized by U.S.government and agency securities, and debt obligations having a rating in the highest rating categoryfrom Moody’s Investors Service or Standard and Poor’s Rating Services.

Investment Maturities 2014

Asset back securities 337.48 months average 193$

Commercial paper 6.40 months average 50,092

Corporate bonds and notes 38.98 months average 44,714

Mortgage pass-through securities 216.95 months average

Municipal bonds 26.73 months average 110

Repurchase agreements daily 1,001

Short-term investments 2.48 months average 746,452

U.S. federal agency notes and bonds 213.02 months average 11,751

U.S. government treasuries 31.86 months average 46,603

900,916

Certificates of deposits held at banks 13,622

Total 914,538$


Page 12

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 originalinvestment policy. The policy redefined the approved, and non-approved, investment vehicles, in whichits existing investment management firms can invest the Authority’s funds. This policy became effectiveJuly 1, 2013.

As of December 31, 2014, the following are the actual ratings by Standard & Poor’s:

As of December 31, 2014, the following are the actual ratings by Moody’s:

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

Asset Corporate U.S. Federal US

Actual Backed Commercial Bonds Municipal Repurchase Agency Notes Government

Rating Securities Paper and Notes Bonds Agreements and Bonds Treasuries

AAA - - 1,189$ - - - 350$

AA+ - 50,092$ 2,097 110$ - 10,789$ 45,303

AA 4$ - 3,038 - - - -

AA1 - - 7,047 - - - -

A+ - - 9,628 - - - -

A - - 9,180 - - - -

A1 - - 9,340 - - - -

BBB+ - - 1,738 - - - -

CC 56 - - - - - -

D 133 - - - - - -

Unrated - - 1,457 - 1,001$ 962 950

193$ 50,092$ 44,714$ 110$ 1,001$ 11,751$ 46,603$

Asset Corporate U.S. Federal US

Actual Backed Commercial Bonds Municipal Repurchase Agency Notes Government

Rating Securities Paper and Notes Bonds Agreements and Bonds Treasuries

Aaa - - 1,488$ - - 10,789$ 45,304$

Aa1 - - 1,517 - - - -

Aa2 - - 5,764 - - - -

Aa3 - 50,092$ 4,472 - - - -

A - - 497 - - - -

A1 - - 6,411 - - - -

A2 4$ - 10,256 110$ - - -

A3 - - 6,675 - - - -

Baa1 - - 524 - - - -

Baa2 - - 4,605 - - - -

Bbb - - 229 - - - -

C 189 - - - - - -

Unrated - - 2,276 - 1,001$ 962 1,299

193$ 50,092$ 44,714$ 110$ 1,001$ 11,751$ 46,603$


Page 13

Note 3. Investment in Securities (Continued)

Concentration of Credit Risk (Continued): For the purchase of investments in obligations of all otherissuers, total investments held from any one issuer shall not exceed ten percent (10%) of the aggregatemarket value of the entire portfolio, except for repurchase agreements, which, from any one issuer, shallnot exceed twenty-five percent (25%) of the aggregate market value of the portfolio.

As of September 30, 2015 and December 31, 2014, the Authority had $50,821 and $50,092 ofinvestments in Abbey National N.A. commercial paper, respectively. These investments are held underthe Indentures of Trust (Debt Service Reserve Funds) and represent 6% and 5% of the Authority’s totalinvestments for September 30, 2015 and December 31, 2014.

OPEB Trust:

As of September 30, 2015, the OPEB Trust (Note 10), investments were as follows:

Investment Maturities 2015

Mutual funds - money market 1.00 months average $10,758

Interest Rate Risk: The Authority’s investment policy for the OPEB Trust calls for highly liquid, short-terminvestments. As a result, the fund invests in a variety of high quality money market securities designed toallow the fund to maintain a stable net asset value of $1.00 per share. These instruments includecommercial paper, U.S. government agency notes, certificates of deposit, time deposits, and otherobligations issued by domestic and foreign banks. Such investments in an open-end mutual fund are notsubject to custodial credit risk because their existence is not evidenced by securities that exist in physicalor book entry form.

Credit Risk: As of September 30, 2015, the actual rating by Standard & Poor’s for the mutual fund wasA1+ 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 derivativeinstruments, 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 tobe substantially effective. At September 30, 2015 and December 31, 2014, the value of the pay-fixedinterest rate swap (1995 Revenue Bond Swaption) was $52,714. At September 30, 2015 and December31, 2014, the value of the pay-fixed interest rate swap (1999 Revenue Bond Swaption) was $63,710. Thepay-fixed interest rate swaps are classified as deferred outflows of resources on the combined statementof net position, and was $116,424 at September 30, 2015 and December 31, 2014 respectively.


Page 14

Note 4. Derivative Instruments (Continued)

The fair value balance and notional amounts of derivative instruments outstanding at December 31, 2014and 2013, classified by type, and the changes in fair value of such derivative instruments for the yearended as reported in the 2014 and 2013 combined financial statements are as follows (debit (credit)):

At December 31, 2010, the Authority determined that a portion of the 1999 Revenue Bonds cash flowhedge, pay-fixed interest rate swap no longer met the criteria for effectiveness due to the partial 2010refunding of the 1999 Revenue Bonds; therefore, this cash flow hedge was reclassified as an investmentderivative, with a notional value of $24,595 as of December 31, 2014. The fair values of the interest rateswaptions and swaps are indicative value based on mid-market levels as of the close of business onDecember 31, 2014 and 2013, and were derived from proprietary models based upon well-recognizedfinancial principles and reasonable estimates about relevant future market conditions.

Objective and Terms of Hedging Derivative Instruments: The following table summarizes the objectiveand terms of the Authority’s hedging instruments outstanding at September 30, 2015:

Fair Value at December 31,

Classifi- Classifi-

cation Amount cation Amount Notional

2014 2013 2014 2013 2014 2013

Investment derivatives:

Receive-fixed interest

rate swaption (1999

PDP, Series B, Debt

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:


swap (1995 Revenue

Bonds Swaption)

Deferred

outflow (1,006) 24,096

Derivative

instrument (52,714) (51,708) 287,800 304,510


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

Notional Effective Maturity

Type Objective Amount Date Date Terms

Pay-fixed interest

rate swap (1995

Revenue Bonds

Swaption)

Hedge of changes

in cash flows of the

2008 Revenue

Refunding Bonds 270,180$ 01/01/06 01/01/26

Pay 5.447%;

receive 66% of

one-month

LIBOR

Pay-fixed interest

rate swap (1999

Revenue Bonds

Swaption)

Hedge of changes

in cash flows of the

2010 Revenue

Refunding Bonds 292,360$ 01/01/10 01/01/26

Pay 5.738%;

receive 66% of

one-month

LIBOR


Page 15


1995 Revenue Bonds Swaption: On May 2, 2001, the Authority entered into the 1995 Revenue BondsSwaption with UBS AG in the initial notional amount of $358,215. Under the 1995 Revenue BondsSwaption, UBS AG had the option, exercisable 120 days preceding January 1, 2006, January 1, 2007,and January 1, 2008, to elect to have the 1995 Revenue Bonds Swaption commence on the January 1next succeeding the exercise of the option. Under the 1995 Revenue Bonds Swaption, (i) UBS AG wasobligated to pay to the Authority $7,144 on January 1, 2006, as an exercise premium amount; (ii) UBS AGis obligated to pay periodic payments (payable monthly) to the Authority based upon a variable rate of66% of the USD-LIBOR-BBA index; and (iii), the Authority is obligated to pay periodic payments (payablemonthly) to UBS AG based upon a fixed rate of 5.447% per annum. The periodic interest rates areapplied to the notional amount of the 1995 Revenue Bonds Swaption, which amortizes annually,commencing January 1, 2007, from its initial notional amount. Only the net difference in the periodicpayments is to be exchanged between the Authority and UBS AG.

The periodic payment obligations of the Authority under the 1995 Revenue Bonds Swaption are securedand payable equally and ratably with Bonds issued under the 1998 Revenue Bond Indenture. Regularlyscheduled periodic payments to be made by the Authority under the 1995 Revenue Bonds Swaption areinsured by Ambac Assurance. In addition to other Events of Default and Termination Events (as definedin the 1995 Revenue Bond Swaption), there exists an Additional Termination Event with respect to theAuthority if the credit rating of Bonds issued under the 1998 Revenue Bond Indenture (without referenceto municipal bond insurance or credit enhancement) falls below “Baa3” with respect to Moody’s InvestorsService (“Moody’s”) or “BBB-” with respect to Standard & Poor’s Ratings Group (“S&P”) or Fitch Ratings(“Fitch”), or the Bonds cease to be rated by one of Moody’s, S&P or Fitch (and such rating agencies arestill in the business of rating obligations such as the Bonds). However, as provided in the 1995 RevenueBond Swaption, so long as no Insurer Credit Event (as defined therein) has occurred, no EarlyTermination Date can be designated unless Ambac Assurance has consented in writing thereto.

In consideration for entering into the 1995 Revenue Bonds Swaption, the Authority received a net up-front, non-refundable option payment in the amount of $22,446 from UBS AG, which has been recordedon the combined financial statements as a noncurrent liability (premium payment payable - derivativecompanion instrument). In accordance with the provisions of GASBS No. 53, this derivative companioninstrument 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 borrowingat inception. Once the swaption is exercised, and becomes an active swap, a portion of the swap interestpayments 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 asof January 1, 2006. As a result, UBS AG paid the Authority $7,144 on January 3, 2006 as an exercisepremium, which has been recorded as an unearned revenue and is being amortized as interest revenueover the life of the interest rate swap agreement. The Authority made its initial net monthly swap paymentin February 2006.

In July 2015, the Authority executed a “swap novation transaction” wherein UBS AG was replaced as theswap counterparty by TD Bank N.A. . The Authority has been current on all of its net payments duringthe period 2006 to 2014 and it is current on all of its 2015 monthly net swap interest payments to theformer and new swap counterparties which totaled $10,756 as of September 30, 2015.

The ratings of the counterparty (TD Bank) to the 1995 Revenue Bonds Swap by Moody’s, S&P, and Fitchare Aa3,-, AA-, and AA-, respectively, as of September 30, 2015. As of September 30, 2015, the 1995Revenue Bond Swaption had a mark-to-mark value of ($66,766). As of September 30, 2015, the notionalvalue of the swap was $270,180.


Page 16


1995 Revenue Bonds Swaption (Continued): The following schedule represents the accretion of interestand amortization of the premium payment payable – derivative companion instrument through the term ofthe 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) 8,662

2017 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) -

(See Note 20, Subsequent Events for further information related to the replacement of UBS as swap counterparty on the 1995Revenue Bond Swaps).

1999 Revenue Bonds Swaption: On May 2, 2001, the Authority entered into the 1999 Revenue BondsSwaption with UBS AG in the initial notional amount of $403,035. Under the 1999 Revenue BondsSwaption, UBS AG had the option, exercisable 120 days preceding January 1, 2010, January 1, 2011,and January 1, 2012, to elect to have the 1999 Revenue Bonds Swaption commence on the January 1next succeeding the exercise of the option. Under the 1999 Revenue Bonds Swaption, if exercised, (i)UBS AG is obligated to pay periodic payments (payable monthly) to the Authority based upon a variablerate of 66% of the USD-LIBOR-BBA index, and (ii), the Authority is obliged to pay periodic payments(payable monthly) to UBS AG based upon a fixed rate of 5.738% per annum. The periodic interest ratesare applied to the notional amount of the 1999 Revenue Bonds Swaption, which amortizes annually,commencing January 1, 2011, from its initial notional amount. Only the net difference in the periodicpayments is to be exchanged between the Authority and UBS AG.

Once exercised, the 1999 Revenue Bonds Swaption would continue (unless earlier terminated) throughJanuary 1, 2026. The periodic payment obligations of the Authority under the 1999 Revenue BondsSwaption (if exercised) are secured and payable equally and ratably with Bonds issued under the 1998Revenue Bond indenture. Regularly scheduled periodic payments to be made by the Authority under the1999 Revenue Bonds Swaption are insured by Ambac Assurance. In addition to other Events of Defaultand Termination Events (as defined in the 1999 Revenue Bonds Swaption), there exists an AdditionalTermination Event with respect to the Authority if the credit rating of Bonds issued under the 1998Revenue Bond Indenture (without reference to municipal bond insurance or credit enhancement), fallsbelow “Baa3” with respect to Moody’s or “BBB-” with respect to S&P or Fitch, or the Bonds cease to berated by one of Moody’s, S&P or Fitch (and such rating agencies are still in the business of ratingobligations such as the Bonds).

However, as provided in the 1999 Revenue Bond Swap, so long as no Insurer Credit Event (as definedtherein) has occurred, no Early Termination Date can be designated unless Ambac Assurance hasconsented 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 recordedon the combined financial statements as a noncurrent liability (premium payment payable – derivativecompanion instrument). In accordance with the provisions of GASBS 53, this derivative companioninstrument 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 borrowingat inception. Once the swaption is exercised, and becomes an active swap, a portion of the swap interestpayments are attributed to principal and interest payments on the borrowing.


Page 17


1999 Revenue Bonds Swaption (Continued): On September 3, 2009, UBS AG advised the Authority thatit was exercising its option on this swaption as of January 1, 2010. The Authority began making netinterest payments to USB AG, the counterparty, commencing in February 2010, representing January’snet interest payment. In July 2015, the Authority executed a “swap novation transaction” wherein UBSAG was replaced as the swap counterparty by Wells Fargo. The Authority has been current on all of itsnet payments during the period 2006 to 2014 and it is current on its 2015 monthly net swap interestpayments to the former counterparty (UBS) and the new swap counterparty (Wells Fargo), which totaled$11,826 as of September 30, 2015.

The ratings of the counterparty (Wells Fargo Securities) to the 1999 Revenue Bonds Swap by Moody’s,S&P, and Fitch are A2, A and A, respectively, as of September 30, 2015. As of September 30, 2015, the1999 Revenue Bond Swaption had a mark-to-mark value of ($83,804). As of September 30, 2015, thenotional value of the swap was $316,955.

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 forthe remaining term of the bonds, the following table shows the debt service requirements and net swappayments for the Authority’s hedged variable rate bonds:

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 72,4482017 42,290 109 42,399 30,660 562 30,098 72,4972018 44,645 100 44,745 28,291 513 27,778 72,5232019 47,155 90 47,245 25,789 464 25,325 72,5702020-2024 278,525 291 278,816 86,217 1,325 84,892 363,7082025-2026 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$


Page 18


Objective and Terms of Investment Derivative Instruments: On August 21, 2000, the Authority enteredinto two (2) interest rate agreements with Bank of America, N.A. in the notional amounts of $39,657 (the“2000 Swaption #1”) and $10,436 (the “2000 Swaption #2”, and together with the 2000 Swaption #1, the“2000 Swaptions”). Under the 2000 Swaptions, Bank of America, N.A. has the option on certain futuredates (two business days preceding July 1, 2005 and each January 1 and July 1 thereafter through andincluding July 1, 2025 with respect to the 2000 Swaption #1 and two business days preceding January 2,2006 and each July 1 and January 1 thereafter through and including July 1, 2025 with respect to the2000 Swaption #2) to cause the 2000 Swaption #1 or the 2000 Swaption #2, as applicable, to commenceon the next succeeding January 1 or July 1. If an option is exercised, the 2000 Swaption #1, or the 2000Swaption #2, as applicable, would continue (unless earlier terminated) through January 1, 2026. TheAuthority’s obligations under the 2000 Swaptions are general unsecured corporate obligations.

If the options relating to the 2000 Swaption #1 or the 2000 Swaption #2 are exercised, Bank of America,N.A. is obligated to pay periodic interest payments (payable monthly) to the Authority based upon a fixedrate of 5.9229% per annum, and the Authority is obligated to pay periodic interest payments (payablemonthly) to Bank of America, N.A. at a variable rate based upon the Securities Industry and FinancingMarkets Association (SIFMA) (formerly the BMA Municipal Swap Index) (a tax-exempt variable rateindex). Only the net difference in the periodic payments owed would be exchanged between Bank ofAmerica, N.A. and the Authority. As of September 30, 2015, Bank of America, N.A. has not exercised itsoptions on the aforementioned swaptions with a value totaling ($452.5).

In consideration for entering into the 2000 Swaptions, the Authority received net up-front, non-refundableoption payments in the aggregate amount of $1,400 from Bank of America, N.A., which represented thetime value for holding the written option. Such payments were recorded as unearned revenue andamortized as interest revenue in prior years. No unearned revenue balance remained as of September30, 2015 and December 31, 2014.

Risks Related to Derivative Instruments:

Credit Risk: For the years ended December 31, 2014 and 2013, the Authority was not exposed tocredit risk on its hedging derivative instruments or investment derivatives as all such derivativeinstruments were in a liability position based on their fair values. The credit ratings of UBS were A2,A, and A as rated by Moody’s, S&P, and Fitch, respectively, as of December 31, 2014.

In July 2015 UBS was replaced as the counterparty on the 1995 and 1999 Revenue Bond swaps, byTD Bank N.A. and Wells Fargo Bank, N.A., respectively. Ratings for TD Bank and Wells Fargo Bankare shown in the above 1995 and 1999 Revenue Bond swap sections.

Interest Rate Risk: The Authority is exposed to interest rate risk on its derivative instruments. On itspay-variable, received-fixed interest rate swaptions, as the Securities Industry and Financing MarketsAssociation (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, theAuthority’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 hedgingderivative instruments because the variable-rate payments received by the Authority on thesehedging derivative instruments are based on a rate or index other than interest rates the Authoritypays on its hedged variable-rate debt, which is remarketed every five (5) days.

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


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Risks Related to Derivative Instruments (Continued):

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

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

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

At its September 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)“ whichauthorized the Authority to terminate its existing swaps with UBS “in order to reduce Authority swapexposure and to provide more favorable terms to the Authority.” In addition, the Authority adopted awritten swap policy. (Note: subsequent to the passage of DRPA-14-116, the Authority issued a RFQrelated to the possible replacement of its existing counterparty, and is presently working with severalrespondents to complete the ISDA Master agreement and other documentation necessary to change thecurrent counterparty.)

Replacement of UBS as Swap Counterparty: Based on this authorization, in July 2015, the Authorityexecuted two separate swap novation transactions with TD Bank and Wells Fargo Bank, N.A., replacingUBS as the counterparty on the 1995 and 1999 Revenue Bond swaps, respectively. The benefits to theAuthority for these swap novations includes: 1) removal of cross-default provisions on our Revenueswaps related to the Authority’s Port District Project Bonds, 2) increased swap counterparty credit qualityand 3) diversification of swap counterparty exposure, 4) insulation from collateralization/terminationconsequence to the DRPA from a DRPA Revenue Bond downgrade and 5) the ability to terminateportions, or all, of the swaps, based on certain conditions.


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Note 5. Accounts Receivable

Accounts receivable for September 30, 2015 and December 31, 2014 are as follows:

Note 6. Changes in Longer Term Liabilities

Long-term liability activity for the period ended September 30, 2015 is as follows:

9/30/2015 12/31/2014

Reimbursements from governmental agencies - capital

improvements to the PATCO system due from the 10,343$ 3,481$

Federal Transit Administration

Reimbursements from governmental agencies - FTA, DOT,

FEMA, PEMA, and U.S. and NJ Homeland Security 341 709

Development projects 3,568 3,563

E-ZPass bridge tolls from other agencies 4,788 3,762

Other 1,072 1,122

Gross receivables 20,112 12,637

Less: allowance for uncollectibles (3,500) (3,500)

Net total receivables 16,612$ 9,137$

Beginning Ending Due within

Balance Increases Decreases Balance 1 Year

Bonds payable

1999 Port District Project Bonds 27,675$ (3,665)$ 24,010$ 3,945$

2008 Revenue Refunding Bonds 287,800 (17,620) 270,180 18,575


2010 Revenue Bonds 308,375 308,375

2012 Port District Project Refunding Bonds 147,240 (5,800) 141,440 6,030

2013 Revenue Bonds 476,585 476,585

Issuance discounts/premiums 28,248 (2,096) 26,152

Total bonds payable 1,613,178 (49,481) 1,563,697 50,010

Other liabilities

Claims and judgments 2,657 340 (668) 2,330 632

Self-insurance 4,583 1,535 (1,563) 4,555 1,988

Sick and vacation leave 3,898 948 (994) 3,852 963

Unearned revenue 9,329 1,431 (4,872) 5,887 2,790

Other (includes net OPEB obligation) 31,445 31,445

Premium payment payable - derivative

companion instrument 29,335 29,335 5,096

Derivative instrument - interest rate swap 117,182 117,182

1,811,607$ 4,254$ (57,579)$ 1,758,282$ 61,479$


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Note 6. Changes in Longer Term Liabilities (Continued)

Long-term liability activity for the year ended December 31, 2014 is as follows:

Note 7. Investment in Facilities

Capital assets for the period ended September 30, 2015 were as follows:

Beginning Ending Due within

Balance Increases Decreases Balance 1 Year

Bonds payable

1999 Port District Project Bonds 31,080$ (3,405)$ 27,675$ 3,665$



2010 Revenue Bonds 308,375 308,375

2012 Port District Project Refunding Bonds 153,030 (5,790) 147,240 5,800

2013 Revenue Bonds 476,585 476,585

Issuance discounts/premiums 31,135 25$ (2,912) 28,248

Total bonds payable 1,654,715 25 (41,562) 1,613,178 47,385

Other liabilities

Claims and judgments 6,854 6,234 (10,431) 2,657 721

Self-insurance 3,687 3,484 (2,588) 4,583 2,000

Sick and vacation leave 4,122 22 (246) 3,898 975

Unearned revenue 8,682 1,670 (1,023) 9,329 4,421

Other (includes net OPEB obligation) 41,502 5,543 (15,600) 31,445

Premium payment payable - derivative -

companion instrument 33,588 (4,253) 29,335

Derivative instrument - interest rate swap 116,646 2,106 (1,570) 117,182

1,869,796$ 19,084$ (77,273)$ 1,811,607$ 55,502$

Beginning Ending

Balance Increases Decreases Balance

Capital assets not being depreciated

Land 74,225$ 74,225$

Construction in progress 348,278 102,498 450,776

Total capital assets not being depreciated 422,503 102,498 - 525,001

Capital assets being depreciated

Bridges and related building and equipment 1,138,185 1,138,185

Transit property and equipment 559,866 559,866

Port enhancements 6,703 6,703

Total capital assets being depreciated 1,704,754 - - 1,704,754

Less: accumulated depreciation for:

Bridges and related building and equipment (521,992) (27,054) (549,046)

Transit property and equipment (252,430) (15,739) (268,169)

Port enhancements (4,813) (243) (5,056)

Total accumulated depreciation (779,235) (43,036) (822,271)

Total capital assets being depreciated, net 925,519 (43,036) - 882,483

Total capital assets, net 1,348,022$ 59,462$ -$ 1,407,484$


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Note 7. Investment in Facilities (Continued)

Capital assets for the year ended December 31, 2014 were as follows:

Total depreciation expense for the periods ended September 30, 2015 and December 31, 2014 was$43,036 and $57,425, respectively.

Note 8. Deferred Compensation Plan

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

Note 9. Pension Plans

Employees of the Authority participate in the Pennsylvania State Employees’ Retirement System, thePublic Employees’ Retirement System of New Jersey, or the Teamsters Pension Plan of Philadelphia andVicinity.

Pennsylvania State Employees’ Retirement System:

Plan Description: Permanent full-time and part-time employees are eligible and required to participate inthis cost-sharing multiple-employer defined benefit plan that provides pension, death and disabilitybenefits.

Beginning Ending

Balance Increases Decreases Balance

Capital assets not being depreciated

Land 74,225$ 74,225$

Construction in progress 290,453 131,992$ (74,167)$ 348,278

Total capital assets not being depreciated 364,678 131,992 (74,167) 422,503

Capital assets being depreciated

Bridges and related building and equipment 1,124,425 18,118 (4,358) 1,138,185

Transit property and equipment 506,193 56,012 (2,339) 559,866

Port enhancements 6,665 38 6,703

Total capital assets being depreciated 1,637,283 74,168 (6,697) 1,704,754

Less: accumulated depreciation for:

Bridges and related building and equipment (489,630) (36,720) 4,358 (521,992)

Transit property and equipment (234,427) (20,342) 2,339 (252,430)

Port enhancements (4,450) (363) (4,813)

Total accumulated depreciation (728,507) (57,425) 6,697 (779,235)

Total capital assets being depreciated, net 908,776 16,743 - 925,519

Total capital assets, net 1,273,454$ 148,735$ (74,167)$ 1,348,022$


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Note 9. Pension Plans (Continued)

Pennsylvania State Employees’ Retirement System (Continued):

Plan Description (Continued): A member may retire after completing three years of service and afterreaching normal retirement age (the age of 60, except police officers at age 50, or the age at which 35years of service has been completed, whichever occurs first). Benefits vest after five years of service, orafter 10 years of service for those hired on or after January 1, 2011. If an employee terminates his or heremployment after at least five years of service (10 years if hired on or after January 1, 2011) but beforethe normal retirement age, he or she may receive pension benefits immediately or defer pension benefitsuntil reaching retirement age. Employees who retire after reaching the normal retirement age with atleast three years of credited service who started on or prior to December 31, 2010 are entitled to receivepension benefits equal to 2.5% of their final average compensation (average of the three highest years inearnings) times the number of years for which they participated in the plan. Those employees who werehired after January 1, 2011 have their multiplier reduced to 2.0% unless they select a higher contributionlevel upon hire, in which case they are eligible to join the 2.5% class. The pension benefits received byan employee who retires after ten years of credited service but before normal retirement age are reducedfor the number of years that person is under normal retirement age.

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

The Pennsylvania State Employees’ Retirement System issues a publicly available annual financialreport, including financial statements, which may be obtained by writing to Pennsylvania StateEmployees’ Retirement System, 30 North Third Street, Harrisburg, Pennsylvania 17108-1147.

Funding Policy: The contribution requirements of plan members and the Authority are established andamended by the Pennsylvania State Employees’ Retirement System Board. As of January 1, 2002,employees are required to contribute 6.25% (unless opting for 9.3% deductions in order to be eligible forthe 2.5% pension compensation) of their gross earnings to the plan. The Authority was required to, anddid, contribute an actuarially determined amount to the plan, which equaled 17.57%, 13.27% and 9.42%,of covered payroll in 2014, 2013 and 2012, respectively. In 2014, 2013 and 2012, the Authority’s requiredcontributions to the plan were $7,652, $5,728, and $4,058, respectively, which represented 100% of therequired 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 NJPERS when they were hired, are eligible to participate in the cost-sharing multiple-employer definedbenefit plan (administered by the New Jersey Division of Pensions and Benefits). The NJ PERS wasestablished in 1955. The PERS provides retirement, death and disability, and medical benefits toqualified 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. Inaccordance with Chapter 62, P.L. 1994, plan members enrolled in the NJ PERS were required tocontribute 5% of their annual covered salary. Effective July 1, 2008, however, in accordance withChapter 92, P.L. 2007 and Chapter 103, P.L. 2007, plan members were required to contribute 5.5% oftheir annual covered salary. For employees enrolled in the retirement system prior to July 1, 2008, theincrease was effective with the payroll period that began immediately after July 1, 2008. Pursuant to theprovisions of Chapter 78, P.L. 2011, effective October 1, 2011, the active member contribution rateincreased to 6.5%, plus an additional 1.0% phased-in over seven years. The phase-in of the additionalincremental member contribution amount began July 1, 2012 and increases each subsequent July 1.


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Note 9. Pension Plans (Continued)

New Jersey Public Employees Retirement System (NJ PERS) (Continued):

Funding Policy (Continued): The State Treasurer has the right under the current law to make temporaryreductions in member rates based on the existence of surplus pension assets in the retirement system;however, the statute also requires the return to the normal rate when such surplus pension assets nolonger exist.

The Authority is billed annually for its normal contribution, plus any accrued liability. The Authority begansending employee contributions to NJ PERS beginning in January 2006. The year 2008 was the firstyear 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$66, $83 and $117, respectively, which represented 100% of the required contribution for theaforementioned years. For the years ended December 31, 2014, 2013 and 2012, the contributionsconsisted of a normal contribution amount of $11, $24 and $33, respectively and an accrued liabilityamount of $51, $67 and $78, 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 ofPensions 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 TeamstersPension Plan of Philadelphia and Vicinity, which is a cost-sharing, multiple-employer benefit plan whichprovides pension, death and disability benefits. A member may retire at the later of (a) the date theemployee reaches 65 or (b) the tenth anniversary of the employee’s commencement of participation inthe plan. Additionally, employees are eligible for early retirement after 10 years of participation in theplan and (a) completion of 30 years of vested service or (b) attainment of age 50 and completion of 10years of vested service. Benefits vest after 10 years of service. An employee who retires on or after hisor her normal retirement age is entitled to receive benefits based on his or her credited years of servicemultiplied by a monthly benefit rate, which is determined based on the employer’s daily contributions.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 atretirement.

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

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

Funding Policy: The Teamsters Pension Plan is controlled by the Teamsters Pension Plan of Philadelphiaand Vicinity Board. The employer’s contribution requirements are determined under the terms of oneCollective Bargaining Agreement in force between the employer and the Teamsters. The dailycontribution rate was $22.90 per participating employee, and increased to $24.02 per participatingemployee effective August 2014. The Authority’s contributions totaled 7.67%, 8.02% and 8.22% ofcovered payroll in 2014, 2013 and 2012, respectively. The employees of the Authority make nocontributions to the plan. The Authority contributed $1,001, $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 financialreport, including financial statements, which may be obtained by writing to Teamsters Pension Plan ofPhiladelphia and Vicinity, Fourth and Cherry Streets, Philadelphia, Pennsylvania 19106.


Page 25

Note 10. Postemployment Healthcare Plan

Plan Description: The Authority provides certain health care and life insurance benefits for retiredemployees, where such benefits are established and amended by the Authority’s Board ofCommissioners. The Authority’s Plan provides two agent multiple-employer post-employment healthcareplans which cover two retiree populations: eligible retirees under the age of sixty-five (65) receive benefitsthrough Amerihealth and eligible retirees sixty-five (65) and over receive benefits through the UnitedHealth Group (in partnership with AARP) and Aetna. Life insurance benefits to qualifying retirees areprovided through Prudential. The plans are administered by the Authority; therefore, premium paymentsare made directly by the Authority to the insurance carriers.

During 2014, the Authority’s Board of Commissioners passed resolution DRPA-14-057 authorizing theAuthority to make an initial OPEB contribution in the amount of $10,790 to the newly established OPEBTrust, which was established with PNC Institutional Management. The OPEB Trust is irrevocable and isexempt from federal and state income taxes under Internal Revenue Code Section 115. The solepurpose of the OPEB Trust is to provide funds to pay postemployment benefits to qualified retirees andtheir dependents. Through its annual budget resolution, the Authority is authorized to contribute anadditional $5,000 to its OPEB Trust during 2015.

Note 10. Postemployment Healthcare Plan (Continued)

Funding Policy: Employees become eligible for retirement benefits based on hire date and years ofservice. For employees hired after January 1, 2007, no subsidized retiree benefits are offered. Thecontribution requirements of plan members and the Authority are established, and may be amended, bythe Authority’s Board of Commissioners. Plan members receiving benefits contribute the followingamounts: $65 per month for retiree-only coverage for the base plan, $130 per month for retiree/spouse(or retiree/child) coverage, and $195 per month for retiree/family (or children) coverage to age sixty-five(65) for the base plan, and $55 per month per retiree, per dependent for both the United Health Group (inpartnership with AARP) and Aetna coverages. An additional amount is required for those retirees, underage sixty-five (65), who opt to participate in the “buy-up plan” for retirees and their dependents.

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 annualrequired contribution (ARC) of the employer, an amount actuarially determined in accordance with theparameters of GASBS 45. The ARC represents a level of funding that, if paid on an ongoing basis, isprojected to cover normal cost each year and amortize any unfunded actuarial liabilities (or fundingexcess) over a period not to exceed thirty (30) years. The ARC includes the costs of both current andfuture retirees. The current ARC was determined to be $5,056, at an unfunded discount rate of 5%. Asstated above, the Authority has begun funding the actuarial accrued liability for postemployment benefits.


Page 26


Annual OPEB Cost: The Authority’s annual required contribution (ARC), the interest on the net OPEBobligation, the adjustment to the ARC, the increase or decrease in the net OPEB obligation, the netOPEB obligation, and the percentage of annual OPEB cost contributed to the plan for 2014, 2013 and2012 are as follows:

Funded Status and Funding Progress: Using the report from January 1, 2013, the most recent actuarialvaluation date, the results were rolled forward to calculate year-end December 31, 2014. The actuarialaccrued liability for benefits as of December 31, 2014 was $115,245, and the actuarial value of planassets was $10,780, or 9.4% funded, resulting in an unfunded actuarial accrued liability (UAAL) of$104,465.

Funded Status and Funding Progress (Continued): The covered payroll (annual payroll of activeemployees covered by the plan) was $43,453 and the ratio of the UAAL to the covered payroll was240.4%. (For additional information, please refer to the “required supplementary information schedule offunding progress for health benefits plan” shown at the end of the footnote section.) Actuarial valuationsof an ongoing plan involve estimates of the value of reported amounts and assumptions about theprobability of occurrence of events far into the future.

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

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

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%


Page 27


Actuarial Methods and Assumptions (Continued): In the January 1, 2013 actuarial valuation, the projectedunit credit actuarial cost method was used. Under this method an actuarial accrued liability is determinedas the actuarial present value of the portion of projected benefits which is allocated to service before thecurrent plan year. In addition, a normal cost is determined as the actuarial present value of the portion ofprojected benefits which is allocated to service in the current plan year for each active participant underthe assumed retirement age. The UAAL is being amortized (straight-line) for thirty (30) year on an openbasis. The actuarial assumptions included the following:

Mortality: The mortality table employed in the valuation was the RP2000 Healthy Table Male andFemale.

Inflation Rate: 2.5% per annum compounded annually.

Discount Rate: Future costs have been discounted at the rate of 5.00% compounded annually forGASBS 45 purposes.

Turnover: Assumptions for terminations of employment other than for death or retirement will vary byage and years of service with rates of turnover based on State Employees Retirement System ofPennsylvania.

Disability: No terminations of employment due to disability were assumed. Retirees resulting from adisability were factored into the determination of age at retirement.

Age of Retirement: The assumption that the active participants, on average, will receive their benefitswhen eligible, but no earlier than age 55.

Spousal Coverage: Married employees will remain married.

Prior Service: No prior service for active employees was assumed.

Health Care Cost Trend Rate:

Projected Salary Increase: Annual salary increase is 2.5%.

Administration Expenses: The annual cost to administer the retiree claims was assumed at 2.5%which was included in the annual health care costs.

Employee Contributions: It was assumed that employees will contribute two thousand six hundredand eleven ($2,611) per year for family medical coverage and eight hundred eighty four ($884) forsingle medical coverage.

Note 11. Indentures of Trust

The Authority is subject to the provisions of the following indentures of Trust: Revenue Refunding Bondsof 1998, dated July 1, 1998; the Revenue Refunding Bonds of 2008, dated July 25, 2008 and theRevenue Refunding Bonds of 2010 and the 2010 Revenue Bonds (Series D), dated May 15, 2010 andJuly 15, 2010 respectively; and the 2013 Revenue Bonds, dated December 1, 2013, respectively(collectively the “Bond Resolution”); the Port District Project Bonds of 1999, dated December 1, 1999, andthe 2012 Port District Project Refunding Bonds, dated December 1, 2012.

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%


Page 28

Note 11. Indentures of Trust (Continued)

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 BondResolution. The Project Fund is held by the Trustee and is applied to pay the cost of the Projectsand is pledged, pending application to such payment of costs for the security of the payment ofprincipal 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 theBond Resolution for the payment of maturing interest and principal on the Bonds. The balance ondeposit must be sufficient to enable the Trustee to withdraw amounts equal to interest due on theBonds, principal amounts maturing on Bonds, accrued interest included in the purchase price of thebonds purchased for retirement, and sinking fund installments when payments are required.

Debt Service Reserve Fund: This restricted account was established in accordance with Section6.05 of the Bond Resolution. The amount of funds on deposit must be maintained at a level equal tothe 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 ofthe 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 bondResolution account for amounts deposited from time to time in order to comply with the arbitragerebate requirements of Section 148 of the Code as applicable to any Series of Tax-Exempt Bondsissued.

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 theBond Resolution for the Authority to deposit all Revenues. On or before the 20

thday of each

calendar month, the Trustee shall, to the extent money is available, after deduction of cash andinvestment balances for the 15% working capital reserve, transfer to or credit funds needed in thefollowing order: (1) the Debt Service Fund, (2) the Debt Service Reserve Fund, (3) any ReserveFund Credit Facility Issuer, (4) the Trustee’s Rebate Fund, (5) the Maintenance Reserve Fund, (6)the General Fund.

Maintenance Reserve Fund: This restricted account was established in accordance with Section6.08 of the Bond Resolution. These funds are maintained for reasonable and necessary expenseswith respect to the system for major repairs, renewals, replacements, additions, betterments,enlargements, improvements and extraordinary expenses, all to the extent not provided for in thethen current Annual Budget. Money in this account is pledged for the security of payment principaland interest on the bonds. Whenever the amount in this account exceeds the “MaintenanceReserve Fund Requirement,” the excess shall be deposited in the General Fund. The “MaintenanceReserve Fund Requirement” on any date is at least $3,000.

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


Page 29

Note 12. Funded and Long-Term Debt

At September 30, 2015, the Authority had $1,563,697 Revenue, Revenue Refunding, and Port DistrictProject Bonds outstanding, consisting of bonds issued in 1999, 2008, 2010, 2012 and 2013. The 1999Port District Project Bonds were issued pursuant to an Indenture of Trust dated December 1, 1999. The2008 Revenue Refunding Bonds were issued pursuant to the Indenture of Trust dated July 1, 1998, assupplemented by a Fourth Supplemental Indenture dated October 1, 2007 and a Fifth SupplementalIndenture dated July 15, 2008. The 2010 Revenue Refunding Bonds were issued pursuant to anIndenture of Trust as previously supplemented by five supplemental indentures thereto and as furthersupplemented by a Sixth Supplemental Indenture dated as of March 15, 2010. The 2010 Revenue Bondswere issued pursuant to Indenture of Trust, dated as of July 1, 1998, a Sixth Supplemental Indenture,dated as of March 15, 2010, and a Seventh Supplemental Indenture, dated as of July 1, 2010. The 2012Port District Project Refunding Bonds were issued pursuant to an Indenture of Trust dated December 1,2012. The 2013 Revenue Bonds were issued pursuant an Indenture of Trust, a Ninth SupplementalIndenture, dated as of December 1, 2013.

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

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

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

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

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

The 1999 Port District Project Bonds (Series A) outstanding at September 30, 2015 are as follows:

Maturity Date Interest Principal Maturity Date Interest Principal

(January 1) Rate/Yield Amount (January 1) Rate/Yield Amount

Term Bonds

2016 7.63% 3,945$ 2019 7.63% 4,920$

2017 7.63% 4,245 2020 7.63% 5,295

2018 7.63% 4,570 2021 7.63% 1,035

Total par value of 1999 Port District Project Bonds 24,010$


Page 30

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

1999 Port District Project Bonds (Continued):

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

2008 Revenue Refunding Bonds: On July 25, 2008, the Authority issued $358,175 in Revenue RefundingBonds as variable rate demand obligations (VRDO’s). The 2008 Revenue Refunding Bonds were issuedto provide funds, together with other funds available: (a) to finance the current refunding of $358,175aggregate principal amount of the Authority’s Revenue Refunding Bonds, Series of 2007, consisting of allof the outstanding bonds of such series; and (b) to pay the costs of issuance of the 2008 RevenueRefunding Bonds.

The 2008 Revenue Refunding Bonds were issued pursuant to the Compact, the New Jersey Act, thePennsylvania Act (as such terms are defined herein) and an Indenture of Trust dated as of July 1, 1998,by and between the Authority and TD Bank, N.A., Cherry Hill, New Jersey, as successor to CommerceBank, N.A. (the “Trustee”), as supplemented by a First Supplemental Indenture dated as of July 1, 1998,a Second Supplemental Indenture dated as of August 15, 1998, a Third Supplemental Indenture dated asof December 1, 1999, a Fourth Supplemental Indenture dated as of October 1, 1997 and a FifthSupplemental Indenture dated as of July 15, 2008 (the “Fifth Supplemental Indenture”) (collectively, the“1998 Revenue Bond Indenture”).

The 2008 Revenue Refunding Bonds, together with all other indebtedness outstanding under the 1998Revenue Bond Indenture and any parity obligations hereafter issued under the 1998 Revenue BondIndenture, are equally and ratably payable solely from and secured by a lien on and security interest in (i)the Net Revenues described herein, (ii) all moneys, instruments and securities at any time and from heldby the Authority or the Trustee in any Fund created or established under the 1998 Revenue BondIndenture and (iii) the proceeds of all the foregoing, except for the moneys, instruments and securitiesheld in the 1998 General Fund and the 1998 Rebate Fund. The 2008A Letter of Credit (as defined herein)secures only the 2008A Revenue Refunding Bonds and the 2008B Letter of Credit (as defined herein)secures only the 2008B Revenue Refunding Bonds.

The 2008 Revenue Refunding Bonds are subject to purchase on the demand of the holder at a priceequal to principal plus accrued interest on seven days’ notice and delivery to the Authority’s tender agent,TD Bank, N.A. The tender agent shall provide a copy of said notice to the applicable remarketing agent,who is authorized to use its best efforts to sell the repurchased bonds at a price equal to 100 percent ofthe principal plus accrued interest to the purchase date.

Under irrevocable direct pay letters of credit (“DPLOC”) issued by Bank of America, N.A. and TD Bank,N.A., the trustee or the remarketing agent is entitled to draw an amount sufficient to pay the purchaseprice of the bonds delivered to it. The letters of credit (“LOC”) require the Authority to make immediatepayment of any draws under the line and were valid through July 23, 2013. In 2013, the letters of creditwere extended as noted below.


Page 31


2008 Revenue Refunding Bonds (Continued): The Authority was initially required to pay annual facilityfees to Bank of America, N.A. and, N.A. for the letters of credit. The initial facility fee was calculatedbased on 1.35% of the gross amount available under the line based on the Authority’s bond ratings, asdetermined by Moody’s and S&P. In addition, the Authority was required to pay an annual remarketingfee, payable quarterly in arrears, equal to 0.07% of the aggregate principal amount of the bondsoutstanding at the beginning of the period.

On June 28, 2013, the Authority amended and extended its DPLOC with TD Bank, N.A. supporting the2008 Revenue Refunding Bonds, Series B, to expire on December 31, 2017. In addition, the Authorityamended and extended its DPLOC with the Bank of America, N.A., effective on July 22, 2013, to expireon July 22, 2016. The new LOC fees range from 0.65% to 0.70%. The annual remarketing feesremained unchanged.

The 2008 Refunding Bonds outstanding as of September 30, 2015 are as follows:

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

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

Series A Series B



2026 Variable 127,985$ 2026 Variable 142,195$

Total par value of 2008 Revenue Refunding Bonds 270,180$

Interest Rate Mode: Weekly

Rate Determination Date: Generally each Wednesday

Interest Rate Payment Dates: First Business day of each month

Rate in Effect at September 30, 2015: Series A - .010%; Series B - .010%

Sinking Fund Installments

January 1 Series A Series B Total

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

127,985$ 142,195$ 270,180$


Page 32


2010 Revenue Refunding Bonds: On June 30, 2010, the Authority issued $350,000 in RevenueRefunding Bonds, Series A of 2010, Revenue Refunding Bonds, Series B of 2010 and RevenueRefunding Bonds, Series C of 2010 as variable rate demand obligations (“VRDOs”). The 2010 RevenueRefunding Bonds were issued pursuant to the Indenture of Trust dated as of July 1, 1998 by and betweenthe Authority and TD Bank, N.A., Cherry Hill, New Jersey, as successor to Commerce Bank, N.A.(“Trustee”), as previously supplemented by five supplemental indentures thereto and as furthersupplemented by a Sixth Supplemental Indenture (“Sixth Supplemental Indenture”) dated as of March 15,2010 (collectively, “1998 Revenue Bond Indenture”). The 2010 Revenue Refunding Bonds were issuedto provide funds, together with other available funds, to (i) currently refund $349,360 aggregate principalamount of the Authority’s outstanding Revenue Bonds, Series of 1999, (ii) fund any required deposit tothe 1998 Debt Service Reserve Fund (defined herein), and (iii) pay the costs of issuance of the 2010Revenue Refunding Bonds.

The 2010 Revenue Refunding Bonds are subject to purchase on the demand of the holder at a priceequal to principal plus accrued interest on seven days’ notice and delivery to the Authority’s tender agent,TD Bank, N.A. The tender agent shall provide a copy of said notice to the applicable remarketing agent,who is authorized to use its best efforts to sell the repurchased bonds at a price equal to 100 percent ofthe principal plus accrued interest to the purchase date.

Under irrevocable letters of credit issued by J.P. Morgan Chase, N.A., Bank of America, N.A. and PNCBank, N.A., the trustee or the remarketing agent is entitled to draw an amount sufficient to pay thepurchase price of the bonds delivered to it. The letters of credit (“LOC”) require the Authority to makeimmediate payment of any draws under the line and were valid through March 29, 2013. In 2013, theletters 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 ofAmerica, N.A. and PNC Bank, N.A. for the letters of credit in percentages varying from 1.35% to 1.675%of the gross amount available under the LOC, through March 21, 2013, when these LOCs were replaced.In addition, the Authority was required to pay an annual remarketing fee, payable quarterly in arrears,equal to 0.10% of the aggregate principal amount of the bonds outstanding at the beginning of the period.On March 21, 2013, the Authority completed its LOC substitution/replacement program, replacing theexisting LOC providers with three new banks: Royal Bank (Series A), Barclays Bank (Series B), and Bankof New York Mellon (Series C). The LOC fees were reduced, ranging from 0.45% to 0.70%, and theremarketing fee for each series was reduced to 0.08%/annum. The Barclays Bank Direct-Pay Letter ofCredit supporting the 2010 Revenue Refunding Bonds, Series B expired March 20, 2015.

At its January 2015 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 ofcredit for a three-year period. On February 18, 2015, Barclays Bank PLC delivered a “Notice ofExtension” 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 aresult of this extension.


Page 33


2010 Revenue Refunding Bonds (Continued):

The 2010 Revenue Refunding Bonds outstanding at September 30, 2015 were as follows:

Optional Redemption: While in the Weekly Mode, each Series of the 2010 Revenue Refunding Bonds issubject to optional redemption by the Authority, in whole or in part, in Authorized Denominations on anyBusiness Day, at a redemption price equal to the principal amount thereof, plus accrued interest, if any, tothe applicable Redemption Date.

Mandatory Sinking Fund Redemption: The 2010 Revenue Refunding Bonds are subject to mandatoryredemption in part on January 1 of each year and in the respective principal amounts set forth below at100% of the principal amount of 2010 Revenue Refunding Bonds to be redeemed, plus interest accruedto the Redemption Date, from funds which the Authority covenants to deposit in the 2010A Bonds SinkingFund Account, 2010B Bonds Sinking Fund Account, and 2010C Bonds Sinking Fund Account created inthe 1998 Debt Service Fund established pursuant to 1998 Revenue Bond Indenture, in amounts sufficientto redeem on January 1 of each year the principal amount of such 2010 Revenue Refunding Bonds foreach of the years set forth below:

Maturity Date Interest Principal

(January 1) Rate/Yield Amount

Series A 2026 Variable 135,840$

Series B 2026 Variable 135,840

Series C 2026 Variable 45,275

Total par value of 2010 Revenue Refunding Bonds 316,955$

Interest Rate Mode: Weekly

Rate Determination Date: Generally each Wednesday

Rate in Effect at September 30, 2015: Series A - .010%; Series B - .020%; Series C - .010%

Sinking Fund Installments

January 1 Series A Series B Series C Total

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

135,840$ 135,840$ 45,275$ 316,955$


Page 34


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

The 2010 Revenue Bonds were issued pursuant to the Compact, the New Jersey Act, the PennsylvaniaAct (as such terms are defined herein) and an Indenture of Trust, dated as of July 1, 1998, by andbetween the Authority and TD Bank, N.A., Cherry Hill, New Jersey, as successor to Commerce Bank,N.A. (the “Trustee”), as supplemented by a First Supplemental Indenture, dated as of July 1, 1998, aSecond Supplemental Indenture, dated as of August 15, 1998, a Third Supplemental Indenture, dated asof December 1, 1999, a Fourth Supplemental Indenture, dated as of October 1, 2007, a FifthSupplemental Indenture, dated as of July 15, 2008, a Sixth Supplemental Indenture, dated as of March15, 2010, and a Seventh Supplemental Indenture, dated as of July 1, 2010 (collectively, the “1998Revenue Bond Indenture”).

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

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

Mandatory Sinking Fund Redemption: The 2010 Revenue Bonds maturing January 1, 2035 and January1, 2040 are subject to mandatory redemption prior to maturity by the Authority, in part, on January 1 ofeach 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 paidin amounts sufficient to redeem on January 1 of each year the principal amount of such 2010 RevenueBonds specified for each of the years set forth below. Payment of principal and interest on the 2010Revenue Bonds (the “2010 Insured Bonds”), in the principal amount of $60,000 maturing January 1, 2040is guaranteed under an insurance policy issued by Assured Guaranty Municipal Corp. (formerly known asFinancial Security Assured, Inc.).


Page 35


2010 Revenue Bonds (Continued):

The 2010 Revenue Bonds outstanding at September 30, 2015 are as follows:

Optional Redemption: The 2010 Revenue Bonds are subject to redemption at the option of the Authority,prior to maturity, in whole or in part (and if in part, in such order of maturity or within a maturity as theAuthority shall specify, or if the Authority shall fail to specify, by lot or by such other method as the PayingAgent determines to be fair and reasonable and in any principal amount in Authorized Denominations) atany time on or after January 1, 2020. Any such redemption shall be made at a redemption price equal to100% of the principal amount of the 2010 Bonds to be redeemed, plus accrued interest to theRedemption Date.



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 (476)

Total 2010 Revenue Bonds, net 307,899$

* Mandatory sinking fund payments


Page 36


2012 Port District Project Refunding Bonds: On December 20, 2012, the Authority issued $153,030 inPort District Project Refunding Bonds, Series 2012. The Port District Project Refunding Bonds, Series2012 (the “2012 Bonds”) were issued pursuant to the Compact, the New Jersey Act, the Pennsylvania Act(as such terms are defined herein) and an Indenture of Trust (the "Indenture") dated as of December 1,2012, between the Authority and TD Bank, N.A., Cherry Hill, New Jersey, as trustee (the "Trustee"). The2012 Bonds were issued to (i) refund and redeem all of the outstanding principal balance of and interestaccrued on the Authority's outstanding Port District Project Bonds, Series B of 1998, (the "1998 RefundedBonds"), Port District Project Bonds, Series B of 1999 (the "1999 Refunded Bonds"), and Port DistrictProject Bonds, Series A of 2001 (the "2001 Refunded Bonds").

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

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

Redemption Provisions:

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

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


Page 37


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 paidprior to maturity, 2012 Bonds registered in the name of the Authority shall be redeemed before other 2012Bonds are redeemed. Thereafter, the portion of 2012 Bonds to be redeemed shall be selected by theAuthority, or if no such selection is made, by lot by the Trustee from among all outstanding 2012 Bondseligible for redemption. In the case of a partial redemption of 2012 Bonds when 2012 Bonds ofdenominations greater than the minimum Authorized Denomination are outstanding, then for all purposesin connection with such redemption, each principal amount equal to the minimum authorizeddenomination shall be treated as though it were a separate 2012 Bond for purposes of selecting the 2012Bonds to be redeemed, provided that no 2012 Bonds shall be redeemed in part if the principal amount tobe outstanding following such partial redemption is not an authorized denomination.

The 2012 Port District Project Refunding Bonds outstanding at September 30, 2015 are as follows:

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

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



2016 5.00% 6,030$ 2022 5.00% 14,085$

2017 5.00% 6,335 2023 5.00% 240

2018 2.00% 225 2023 3.00% 14,545

2019 5.00% 6,425 2024 5.00% 15,520

2020 5.00% 6,975 2025 5.00% 16,300

2021 5.00% 7,320 2026 5.00% 17,115

2021 5.00% 12,350 2027 5.00% 17,975

Total par value of 2012 Port District Project Refunding Bonds 141,440

Add: unamortized bond premium 15,849

Total 2012 Port District Project Refunding Bonds, net 157,289$


Page 38


2013 Revenue Bonds (Continued): The 2013 Revenue Bonds are limited obligations of the Authority andare payable solely from the sources referred to in the 2013 Revenue Bonds and the 1998 Revenue BondIndenture. 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 ofthe principal, redemption premium, if any, or interest on the 2013 Revenue Bonds. The 2013 RevenueBonds are not and shall not be deemed to be a debt or liability of the Commonwealth or the State or ofany such county, city, borough, village, township or other municipality, and neither the Commonwealthnor the State nor any such county, city, borough, village, township or other municipality is or shall beliable for the payment of such principal, redemption premium, or interest. The Authority has no taxingpower.

The 2013 Revenue Bonds outstanding at September 30, 2015 are as follows:

Optional Redemption: The 2013 Revenue Bonds are subject to redemption at the option of the Authority,prior to maturity, in whole or in part (and if in part, in such order of maturity or within a maturity as theAuthority shall specify, or if the Authority shall fail to specify, by lot or by such other method as the PayingAgent determines to be fair and reasonable and in any principal amount in Authorized Denominations), atany time on or after January 1, 2024. Any such redemption shall be made at a redemption price equal to100% of the principal amount of the 2013 Revenue Bonds to be redeemed, plus accrued interest to theRedemption Date.



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 10,779

Total 2013 Revenue Bonds, net 487,364$


Page 39


Maturities of Principal and Interest on Bonds: The following presents the principal and interest due on allbonds outstanding as of September 30, 2015 (assuming the letter of credit agreements with respect tothe variable rate 2008 and 2010 Revenue Refunding Bonds are renewed over the term of the bonds andthe bonds are remarketed):

* 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 resetweekly.

Interest on all of the Authority’s fixed rate debt (revenue bonds and port district project bonds issued in1999, 2010, 2012 and 2013) is payable semi-annually on January 1 and July 1 in each year. Interest onthe 2008 and 2010 Revenue Refunding Bonds is payable monthly on the first business day of eachmonth. The Authority is current on all of its monthly debt service payments on all obligations.

LOC Renewal/Replacement History: In March 2013, the letters of credit supporting the 2010 variable ratebonds were replaced with new letters of credit from Royal Bank of Canada (Series A), Barclay’s BankPLC (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 SeriesC variable rate bonds are not renewed in 2016 and the 2010 Series A and Series C bonds aremandatorily redeemed, the 2016 debt service requirements will be $206,595, rather than the $50,010shown in the table above. On February 18, 2015, Barclays Bank PLC (Series B) delivered a “Notice ofExtension” to TD Bank (trustee for bonds), to extend the “stated Expiration Date” in the LOC to March 20,2018.

In June 2013, the letters of credit supporting the 2008 variable rate bonds were renewed and extendedwith Bank of America, N.A. and TD Bank, N.A. to July 2016 and December 2017, respectively. If theletter of credit agreements supporting the 2008 variable rate bonds are not renewed in 2016 and 2017and 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.

Years Ending December 31, Principal Interest * Total

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

1,537,545 796,429$ 2,333,974$

Net unamortized bond discounts and premiums 26,152

1,563,697$


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Debt Authorized but not Issued: At its August 2013 meeting, the Authority’s Board authorized theissuance, 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, theAuthority issued $476,600 in fixed rate bonds (the 2013 Revenue Bonds) based on this resolution. As ofSeptember 30, 2015, 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 PortDistrict Project Refunding Bonds, on November 30, 2012, Moody’s affirmed the ratings on all AuthorityRevenue and Port District Project Bonds; however, the outlook improved from “negative” to “stable” on allbonds. (This represented the first change in Moody’s ratings since it had assigned a “negative” outlookon 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 datedNovember 22, 2013; Moody’s assigned a rating of “A3” to the 2013 Revenue Bonds, and affirmed itsexisting ratings on all Authority bonds (revenue bonds at “A3”, port district bonds at “Baa3”). The outlookremains at “stable” for all bonds. As of September 30, 2015 these ratings and outlook remain in place.

Standard & Poor’s Ratings Services Bond Ratings (S&P): Concurrent with the issuance of $153,030 inPort District Project Refunding Bonds, on November 30, 2012, S&P affirmed the ratings on all AuthorityRevenue and Port District Project Bonds; however, the outlook improved from “stable” to “positive” on allbonds. (This represented the first change in S&P’s ratings outlook since it had assigned a “stable”outlook on all the Authority’s bonds in July 2009).

Concurrent with the Authority’s issuance of $476,600 in new revenue bonds, in its report dated November27, 2013, S&P assigned a rating of “A” on the new series, and upgraded the Authority’s ratings on both itsrevenue and refunding bonds (from “A-“ to “A”) and on its port district project bonds (from “BBB-“ to“BBB”). The outlook is “stable” for all Authority bonds.

On December 23, 2014, S&P reaffirmed the Authority’s ratings for all of its Revenue/ Revenue Refundingand Port District Project bonds, at “A” and “BBB,” respectively, with a stable outlook. As of September 30,2015, these ratings, and outlook, remained unchanged.

Ratings on Jointly Supported Transactions, 2008 Revenue Refunding Bonds: Moody’s Investors Service(“Moody’s”) and Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.(“S&P”), initially assigned their municipal bond ratings to the 2008 Revenue Refunding Bonds based uponthe understanding that upon delivery of the 2008A Revenue Refunding Bonds or 2008B RevenueRefunding Bonds, the respective Letter of Credit securing the payment when due of the principal of, orpurchase price of 2008A Revenue Refunding Bonds or 2008B Revenue Refunding Bonds tendered forpurchase and not otherwise remarketed and interest on the 2008A Revenue Refunding Bonds or 2008BRevenue 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 jointlysupported transactions and are based upon the Direct Pay Letters of Credit provided by Bank of America,N.A. for the 2008A Revenue Refunding Bonds and TD Bank, N.A. for the 2008B Revenue RefundingBonds. Since a loss to a bondholder of a 2008A Revenue Refunding Bond or a 2008B RevenueRefunding Bond would occur only if both the bank providing the applicable Letter of Credit and theAuthority default in payment, Moody’s and S&P have assigned a long-term rating to the 2008 RevenueRefunding Bonds based upon the joint probability of default by both applicable parties.


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Ratings on Jointly Supported Transactions, 2008 Revenue Refunding Bonds: (Continued): Set forth in thefollowing chart are the jointly supported long term and short term ratings on the 2008 Revenue RefundingBonds as of September 30, 2015:

Long-term Short-term2008A Revenue Refunding Bonds Moody’s: A1 VMIG 1

S&P AAA A-1

2008B Revenue Refunding Bonds Moody’s Aa1 VMIG 1S&P AAA A-1+

No provider of a Letter of Credit is obligated to maintain its present or any other credit rating andshall have no liability if any such credit rating is lowered, withdrawn, or suspended

Ratings on Jointly Supported Transactions, 2010 Revenue Refunding Bonds: Moody’s and S&P, initiallyassigned their municipal bond ratings to the 2010 Revenue Refunding Bonds based upon theunderstanding that upon delivery of the 2010A Revenue Refunding Bonds, the 2010B RevenueRefunding Bonds or the 2010C Revenue Refunding Bonds, the respective Letter of Credit securing thepayment when due of the principal of, or purchase price of the 2010A Revenue Refunding Bonds, the2010B Revenue Refunding Bonds or the 2010C Revenue Refunding Bonds tendered for purchase andnot otherwise remarketed and interest on the 2010A Revenue Refunding Bonds, the 2010B RevenueRefunding Bonds or the 2010C Revenue Refunding Bonds would be delivered by JPMorgan Chase Bank,N.A., Bank of America, N.A. and PNC Bank, N.A. respectively. In 2013, the existing Direct Pay Letters ofCredit provided by JPMorgan Chase Bank, N.A., Bank of America, N.A. and PNC Bank, N.A. werereplaced with Direct Pay Letters of Credit provided by Royal Bank of Canada, Barclays Bank PLC andThe Bank of New York Mellon, respectively.

The long-term ratings assigned by Moody’s and S&P reflect each organization’s approach torating jointly supported transactions and are based upon the Direct Pay Letters of Credit provided byRoyal Bank of Canada for the 2010A Revenue Refunding Bonds, Barclays Bank PLC for the 2010BRevenue Refunding Bonds and The Bank of New York Mellon for the 2010C Revenue Refunding Bonds.Since a loss to a bondholder of a 2010A Revenue Refunding Bond, a 2010B Revenue Refunding Bond ora 2010C Revenue Refunding Bond would occur only if both the bank providing the applicable Letter ofCredit and the Authority default in payment, Moody’s and S&P have assigned a long-term rating to the2010 Revenue Refunding Bonds based upon the joint probability of default by both applicable parties.

Set forth in the following chart are the jointly supported long term and short term ratings on the2010 Revenue Refunding Bonds as of September 30, 2015:

Long-term Short-term2010A Revenue Refunding Bonds Moody’s: Aa3 VMIG 1

S&P AAA A-1+

2010B Revenue Refunding Bonds Moody’s A1 VMIG 1S&P AAA A-1+

2010C Revenue Refunding Bonds Moody’s Aa1 VMIG 1S&P AAA A-1+

No provider of a Letter of Credit is obligated to maintain its present or any other credit rating andshall have no liability if any such credit rating is lowered, withdrawn, or suspended.


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Note 13. Conduit Debt Obligations

The Authority is authorized to plan, finance, develop, acquire, construct, purchase, lease, maintain,market, improve and operate any project within the Port District including, but not limited to, any terminal,terminal facility, transportation facility, or any other facility of commerce or economic development activity,from funds available after appropriate allocation for maintenance of bridge and other capital facilities.Utilizing this authorization, the Authority has issued certain debt bearing its name to lower the cost ofborrowing for specific governmental entities. This debt is commonly referred to as conduit (or non-commitment) debt. Typically, the debt proceeds are used to finance facilities within the Authority’sjurisdiction that are transferred to the third party either by lease or by sale. The underlying lease ormortgage loan agreement, which serves as collateral for the promise of payments by the third party, callsfor payments that are essentially the same as collateral for the promise of payments by the third party,calls for payments that are essentially the same as those required by the debt. These payments are madeby the third-party directly to an independent trustee, who is appointed to service and administer thearrangement. The Authority assumes no responsibility for repayment of this debt beyond the resourcesprovided by the underlying leases or mortgage loans.

As of September 30, 2015, there was one series of Charter School Project Bonds outstanding, issued forthe LEAP Academy Charter School, Inc. The corresponding aggregate principal totaling $8,500 is treatedstrictly as conduit debt obligations under Interpretation No. 2 of the Governmental Accounting StandardsBoard (GASB) and accordingly is not included in the financial statements. The following schedule detailsthe series together with the amount outstanding:

In 2013, the Authority was advised by the bond trustee, and counsel for LEAP Academy, that LEAP hadlost its tax exemption for failure to file Form 990 for the past three years. LEAP bonds were issuedthrough the Authority; however, DRPA has no responsibility for repayment of this debt, as the debt isguaranteed by Rutgers University. After various appeals, in September 2013, the IRS rescinded its letterthereby fully reinstating LEAP’s tax exemption (see Note 20 – Subsequent Events related to theexecution of a refinancing related to these bonds in December 2015).

Note 14. Government Contributions for Capital Improvements, Additions and Other Projects

The Authority receives contributions in aid for financing capital improvements to the rapid transit systemfrom the Federal Transit Administration and other government agencies. Capital improvement grantfunds of $33,295 and $16,431 were received as of September 30, 2015 and December 31, 2014,respectively. The Authority receives federal and state grants for specific construction purposes that aresubject to review and audit by the grantor agencies. Although such audits could result in disallowancesunder terms of the grants, it is the opinion of management that any required reimbursements will not bematerial to the Authority’s net position.

12/31/13 12/31/14 09/30/15

Issue Issue Beginning Ending Ending

Issue Date Amount Balance Paid Balance Paid Balance

Charter School Project

Bonds, Series 2003 09/01/03 8,500$ 6,460$ (310)$ 6,150$ (244)$ 5,906$


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Note 15. Contingencies

Public Liability claim exposures are self-insured by the Authority within its self-insured retention limit of $5million for each occurrence, after which, exists a $25 million limit of Claims Made Excess LiabilityInsurance per occurrence, and in the aggregate, to respond to any large losses exceeding the retention.The Authority, including DRPA and PATCO, self-insures the initial $1 million limit, per accident, forWorkers’ Compensation claims, after which a $5 million limit of Excess Workers’ Compensation insuranceis retained to respond to significant claims. (Note: PATCO was completely self-insured for Workers’Compensation claims until 2014 when DRPA-14-020 approved the purchase of Excess Workers’Compensation insurance for PATCO.) PATCO self-insures the initial $1 million limit, per accident, forWorkers’ Compensation claims, after which a $5 million limit of Excess Workers’ Compensation insuranceis retained to respond to significant claims.

The Authority is involved in various actions arising in the ordinary course of business and from Workers’Compensation claims. In the opinion of management, the ultimate outcome of these actions will not havea material adverse effect on the Authority’s combined net position and combined results of operations.

The Authority purchases commercial insurance for all other risks of loss, e.g. bridge and non-bridgeproperty, crime, terrorism, etc. The Authority reviews annually, and where appropriate, adjusts policy losslimits and deductibles as recommended by its insurance consultants in response to prevailing marketconditions, loss experience, and revenues. Policy loss limits are established with the professionalassistance of independent insurance broker consultants to ensure that sufficient coverage exists toaccommodate the maximum probable loss that may result in the ordinary course of business. In addition,the amounts of settlements for the last three years have not exceeded the insurance coverage providedin those years.

Per Article 5.11 of the 1998 Bond Indenture, the Authority must certify and submit to the bond trustee, byApril 30 of each year, that it has sufficient coverage with regards to “multi-risk insurance” (on DRPA andPATCO facilities), “use and occupancy insurance” (i.e., business interruption), etc. The Authoritysubmitted its annual certification to the bond trustee, prior to the deadline, in April 2014.

Note 16. Commitments

Development Projects: In support of previously authorized economic development projects, the DRPA’sBoard of Commissioners authorized loan guarantees to various banks to complete the financing aspectsof a particular project. The Authority’s Board authorized loan guarantees in an amount not to exceed$27,000, prior to 2011 when the Board stopped funding new economic development projects.

At year-end 2014, the Authority had two (2) outstanding loan guarantees with various banks, one with L3Communications (for $10,000) and the other with the Home Port Alliance. On February 6, 2015, theAuthority entered into a “Mutual Release of Guaranty” agreement with NJEDA, wherein both partiesreleased each other from any obligations under the DRPA guaranty.

Self-Insurance 2014

Beginning balance 3,687$

Incurred claims 3,484

Payment of claims (2,588)

Other - administrative fees, recoveries -

Ending balance 4,583$


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Note 16. Commitments (Continued)

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 theHome Port Alliance for the Battleship New Jersey. The loan guarantee expired on June 6, 2015.

The Authority’s Board authorized the Authority to extend the loan guaranty for a ten-year period(DRPA-15-048). In July 2015, the previously Board-approved ten (10) year loan guarantee for $796was executed with TD Bank.

As of September 30, 2015, the Authority had only one loan guarantee, in the amount of $796, with HomePort Alliance outstanding. The Authority has made no cash outlays relating to this guarantee.

Community Impact: The Authority has an agreement with the City of Philadelphia (City) for CommunityImpact regarding the PATCO high-speed transit system (“Locust Street Subway Lease”). The agreementexpires on December 31, 2050. In 2015, the base amount payable to the City will total $3,281 asadjusted for the cumulative increases in the Consumer Price Index (CPI) between 1999 and 2014. Basepayments remaining in 2016 through 2018 shall equal the previous year’s base payment adjusted by anyincrease in the CPI for that year. For the years 2018 through 2050, the annual base payment shall equalone dollar.

In addition, for the duration of the lease, the Authority is required to annually create a PATCO CommunityImpact Fund in the amount of $500, with payment of such fund to be divided annually betweencommunities within the Commonwealth and the State, based on PATCO track miles in the respectivestates.

The estimated minimum commitment, adjusted for the effect of the increase in the CPI at September 30,2015, is as follows:

OCIP Letters of Credit: In May 2008, the Authority entered into two new separate irrevocable standbyLetters of Credit with TD Bank, N.A. (formerly Commerce Bank) and Wachovia Bank in support of theAuthority’s “Owner Controlled Insurance Program (OCIP).” Under this program, the Authority purchasedcoverage for all contractors working on major construction projects.

The Letter of Credit with Wells Fargo Bank (formerly Wachovia Bank) was for a four-year term in theamount of $5,000 with an expiration date of May 7, 2012. The Letter of Credit with TD Bank, N.A.(formerly Commerce Bank) was in an initial amount of $3,015 and automatically increased annually eachMay, in the amount of $816, until it expired on May 7, 2012.

Year Amount

2015 945$

2016 3,787

2017 3,827

2018 500

2019 500

Thereafter 15,500

25,059$


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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 supportingthe 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 OCIPfrom June 30, 2014 to December 31, 2014. In December 2014, the Authority extended the $5,462 letterof credit with TD Bank, to expire on December 31, 2015.

As of September 30, 2015, the unused amount of the Letter of Credit totaled $5,462. No drawdownshave been made against any Letter of Credit.

Direct Pay Letters of Credit (2008 Revenue Refunding Bonds): The Authority’s 2008 Revenue RefundingBonds (Series A and B), are secured by irrevocable transferable Direct Pay Letters of Credit (DPLOC)issued by two credit providers, the Bank of America, N.A. and TD Bank, N.A., in the initial amounts of$172,600 and $191,800, respectively. The Authority entered into separate Reimbursement Agreementswith each credit provider to facilitate the issuance of said DPLOCs.

Each Letter of Credit is in an original stated amount which is sufficient to pay the unpaid principal amountof and up to fifty-three (53) days of accrued interest (at a maximum interest rate of 12%) on the related2008A Revenue Refunding Bonds or 2008B Revenue Refunding Bonds, when due, and the PurchasePrice of the 2008A Revenue Refunding Bonds or the 2008B Revenue Refunding Bonds tendered ordeemed tendered for purchase and not remarketed. The Credit Provider for the 2008A RevenueRefunding Bonds is only responsible for payments with respect to the 2008A Revenue Refunding Bondsfor which the 2008A Letter of Credit was issued and the Credit Provider for the 2008B RevenueRefunding Bonds is only responsible for payments with respect to the 2008B Revenue Refunding Bondsfor which the 2008B Letter of Credit was issued. The 2008A Letter of Credit and the 2008B Letter ofCredit were renewed in July of 2010 and which expired in July of 2013.

As described in the Official Statement for the 2008 Revenue Refunding Bonds, “any draw under Letter ofCredit for principal, interest or Purchase Price creates a reimbursement obligation on the part of theAuthority that is secured by the 1998 Revenue Bond Indenture on a parity basis with the 2008 RevenueRefunding Bonds.” (Additional information related to this transaction and the accompanying Letters ofCredit can be found under Note 12).

These letters of credit were renewed with the Bank of America, N.A. and TD Bank, N.A. in 2013. Thenew letters of credit with Bank of America, N.A. and TD Bank, N.A. expire on July 22, 2016 andDecember 31, 2017, respectively.

Letter of Credit Provider Ratings: Ratings for these banks as of September 30, 2015 are as follows:

* In April 2012, at the Authority’s request, Fitch Ratings assigned a rating of “A/F1” (stable outlook) to theAuthority’s 2008 Series A Revenue Refunding Bonds, based on the DPLOC support provided by theBank of America, N.A. (“A/F1”, stable outlook) on the bonds

Long-Term Short-Term

Moody's S&P Fitch * Moody's S&P Fitch *

Bank of America, N.A. (Series A) A2 A- A P-1 A-2 F1

Stable Negative Negative

TD Bank, N.A. (Series B) Aa1 AA- AA- P-1 A-1+ F1+

Stable Negative Stable


Page 46


Direct Pay Letters of Credit (2010 Revenue Refunding Bonds): The Authority’s 2010 Revenue RefundingBonds (Series A, B and C), were secured by irrevocable transferable Direct Pay Letters of Credit(DPLOC) issued by three credit providers, the Bank of America, N.A., JP Morgan Chase Bank, N.A. andPNC Bank, N.A. in the initial amounts of $152.6 million, $152.6 million and $50.9 million, respectively.The Authority entered into separate Reimbursement Agreements with each credit provider to facilitate theissuance of said DPLOCs. These DPLOC’s were terminated in March 2013, and replaced with newletters of credit from Royal Bank of Canada (Series A), Barclay’s Bank PLC (Series B), and Bank of NewYork Mellon (Series C). Those letters of credit have an expiration of March 18, 2016, March 20, 2015,and March 18, 2016, respectively. On February 18, 2015, Barclays Bank PLC (Series B) delivered a“Notice of Extension” to TD Bank (trustee for bonds), to extend the “stated Expiration Date” for the LOC toMarch 20, 2018.

Each Letter of Credit is an irrevocable transferable direct-pay obligation of the respective issuing CreditProvider to pay to the Trustee, upon request and in accordance with the terms thereof, amounts sufficientto pay the unpaid principal amount and up to fifty-three (53) days (or such greater number of days asrequired by the rating agencies) days’ accrued interest (at the maximum interest rate of 12%) on therelated 2010 A Revenue Refunding Bonds, 2010 B Revenue Refunding Bonds or 2010 C RevenueRefunding Bonds when due, whether at the stated maturity thereof or upon acceleration or call forredemption, and amounts sufficient to pay the Purchase Price of the 2010 A Revenue Refunding Bonds,the 2010 B Revenue Refunding Bonds or the 2010 C Revenue Refunding Bonds, as applicable, tenderedfor purchase and not remarketed. A draw under a Letter of Credit for principal and interest or PurchasePrice creates a Reimbursement Obligation (as defined in the 1998 Revenue Bond Indenture) on the partof the Authority.

Letter of Credit Provider Ratings: Ratings for these banks as of September 30, 2015 are as follows:

Long-Term Short-Term

Moody's S&P Fitch Moody's S&P Fitch *

Royal Bank of Canada Aa3 AA- AA P-1 A-1+ F1+

Negative Negative Stable

Barclay's Bank PLC A2 A- A P-1 A-2 F1

Negative Stable Stable

Bank of New York Mellon Aa2 AA- AA- P-1 A-1+ F-1+

Stable Stable Stable


Page 47


Contractual Commitments: As of September 30, 2015 the Authority had board-approved contracts withremaining balances as follows:

Total

Benjamin Franklin Bridge:

Bridge and pavement repairs and inspection 7,811$

Temporary toll, clerical, administration and custodial workers 2,112

Toll revenue, transportation, processing and systems upgrade 6,265

ERP consulting services 10,420

Engineering services - program management and task orders 17,475

Other 5,875

Walt Whitman Bridge:

Camera installation 75

Deck design, construction, rehabilitation and inspection 2,912

Suspension span stiffening 128,643

Suspension rope investigation and painting 57,117

Toll plaza substructure and pavement repair 6,321

Commodore Barry Bridge:

Bridge painting phase I & II 13,983

Structural repairs and pavement markings 132

Admininistration building switchgear replacement 523

Betsy Ross Bridge:

Resurfacing design services, structural repairs and inspection 14,343

PATCO System:

Car overhaul program 115,807

Track rehabilitation across Ben Franklin Bridge 10,784

Emergency generator rectifier replacement 2,369

Westmont viaduct and track rehabilitation 11,969

Other 4,311

Other:

One Port Center remedial investigation 202

Other equipment and system upgrades and maintenance 1,152420,600$


Page 48

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 5.00Class 3 - Two Axle Trucks 15.00Class 4 - Three Axle Trucks 22.50Class 5 - Four Axle Trucks 30.00

Class 6 - Five Axle Trucks 37.50Class 7 - Six Axle Trucks 45.00Class 8 - Bus 7.50Class 9 - Bus 11.25Class 10 - Senior Citizen (with 2 tickets only) 2.50Class 13 - Auto with Trailer (1 axle) 8.75

PATCO Passenger Fares: On July 1, 2011, a new fare schedule was implemented as follows:

As noted above, PATCO has a federally mandated reduced off-peak fare program for “elderly personsand persons with disabilities.” These off-peak rates increased from $0.62/trip to $0.70/trip.

In December 2014, the Authority’s Board of Commissioners passed DRPA-14-147 (DRPA ResolutionAuthorizing Deferral of Biennial CPI toll increase) which deferred the CPI-indexed biennial toll increasefrom January 1, 2015 to January 1, 2017 (See Note. 20, Subsequent Events for further informationrelated to the toll schedule).

Note 18. New Governmental Accounting Pronouncements

The Governmental Accounting Standards Board (GASB) has issued several statements that haveeffective dates that may impact future financial presentations. Management has not completed theprocess of evaluating the impact the following statements will have on the financial statements but hasdetermined that the effect of implementing GASB Statements No. 68 and No. 71 will be material to thefinancial statements.

GASB Statement No. 68, Accounting and Financial Reporting for Pensions - an amendment of GASBStatement No. 27, issued in June 2012, will be effective for the Authority beginning with the year endingDecember 31, 2015. This statement replaces the requirements of Statement No. 27, Accounting forPensions by State and Local Governmental Employers and Statement No. 50, Pension Disclosures, asthey relate to governments that provide pensions through pension plans administered as trusts or similararrangements that meet certain criteria. Statement 68 requires governments providing defined benefitpensions to recognize their long-term obligation for pension benefits as a liability for the first time, and tomore comprehensively and comparably measure the annual costs of pension benefits. The Statementalso enhances accountability and transparency through revised and new note disclosures and requiredsupplementary information (RSI).

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


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Note 18. New Governmental Accounting Pronouncements (Continued)

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, agovernment recognize a beginning deferred outflow of resources for its pension contributions, if any,made subsequent to the measurement date of the beginning net pension liability. GASB Statement No.68, as amended, continues to require that beginning balances for other deferred outflows of resourcesand deferred inflows of resources related to pensions be reported at transition only if it is practical todetermine all such amounts. The provisions of GASB Statement No. 71 should be appliedsimultaneously with the provisions of GASB Statement No. 68.

In 2013, the Authority adopted GASB Statement No. 61, The Financial Reporting Entity: Omnibus anamendment of GASB Statements No. 14 and No. 34. This Statement is intended to improve financialreporting for a governmental financial reporting entity by improving guidance for including, presenting,and disclosing information about component units and equity interest transactions of a financial reportingentity.

Note 19. Blended Component Unit

In 2013, the Authority adopted GASB Statement No. 61, The Financial Reporting Entity: Omnibus anamendment of GASB Statements No. 14 and No. 34. This Statement intended to improve financialreporting for a governmental financial reporting entity by improving guidance for including, presenting,and disclosing information about component units and equity interest transactions of a financial reportingentity.

Port Authority Transit Corporation (PATCO) is a wholly-owned subsidiary of the DRPA, established tooperate and maintain the rapid transit system owned and constructed by DRPA. PATCO and DRPAshare the same Board of Commissioners. A financial benefit or burden relationship exists between DRPAand PATCO as DRPA subsidizes the losses of PATCO and intends to continue to do so. The financialresults of PATCO have been blended with those of DRPA in the financial statements.

Rent of Transit System Facilities: All rapid transit system facilities used by PATCO are leased from theAuthority, under terms of an agreement dated April 18, 1969 and amended June 3, 1974. The leaserequires PATCO to operate and maintain the Locust-Lindenwold line. The terms of the amendedagreement, which was made retroactive to January 1, 1974, and which is to continue from year to year,provide that PATCO pay a minimum annual rental of $6,122, which approximates the sum of the annualinterest expense to the Authority for that portion of its indebtedness attributable to the construction andequipping of the leased facilities plus the provision for depreciation of the rapid transit facilities asrecorded by the Authority. In addition, the lease requires PATCO to pay to the Authority any net earningsfrom operations for the Locust-Lindenwold line less a reasonable amount to be retained for workingcapital and operating reserves.

PATCO’s outstanding liability to the DRPA for period January 1, 1974 to September 30, 2015 related tothis agreement totals $255,443.

Net Position: The net position totaling ($664,449) and ($644,424) as of September 30, 2015 andDecember 31, 2014, respectively, represents the total losses for PATCO since inception.

Condensed combining financial information applicable to DRPA and PATCO as of and for the periodending September 30, 2015 is as follows:


Page 50

Note 19. Blended Component Unit (Continued)

September 30, 2015

DRPA PATCO Total

Current assets 747,331$ 13,202$ 760,533$

Receivable from primary government (878) 878

Noncurrent assets 170,771 170,771

Capital assets 1,407,483 1,407,483

Other assets 15,589 15,589

Total assets 2,340,297 14,080 2,354,377

Deferred outflows of resources 127,125 127,125

Total assets and deferred outflows of resources 2,467,423 14,080 2,481,503

Current liabilities 99,326.30 6,484 105,810

Payables to primary government:

Lease agreement (255,443) 255,443

Advances from DRPA (402,688) 402,688

Noncurrent liabilities 1,690,351 13,914 1,702,862

Total liabilities 1,130,143 678,529 1,808,672

Net investment in capital assets 170,796 170,796

Restricted 185,605 185,605

Unrestricted 980,878 (664,449) 316,429

Total net position 1,337,279$ (664,449)$ 672,831$


Page 51


Condensed combining financial information applicable to DRPA and PATCO as of and for the periodended September 30, 2015 is as follows (continued):

September 30, 2015

DRPA PATCO Total

Operating revenues

Bridge revenues 234,863$ - 234,863$

Transit systems - 19,626 19,626

Other 30 - 30

Total operating revenues 234,893 19,626 254,519

Operating expenses

Operations 69,998 37,483 107,482

Depreciation 43,035 43,035

Total operating expenses 113,033 37,483 150,517

Operating income 121,859 (17,857) 104,002

Nonoperating revenues (expenses)

Interest expense (59,820) (59,820)

Economic development activities (1,330) (1,330)

Lease rental 4,591 (4,591)

Other 6,415 2,424 8,839

Total nonoperating revenues (expenses) (50,144) (2,167) 52,311

Capital contributions 33,295 - 33,295

Change in net position 105,010 (20,025) 84,986

Net position, January 1 1,232,269 (644,424) 587,845

Net position, September 30 1,337,279$ (664,449)$ 672,831$

September 30, 2015

DRPA PATCO Total

Net cash provided by (used in) operating activities 144,431$ (16,499)$ 127,932$

Net cash provided by (used in) capital and non

capital related financing activities (196,861) 18,357 (178,504)

Net cash provided by (used in) investing activities 48,749 - 48,749

Net increase in cash and cash equivalents (3,681) 1,857 (1,823)

Cash and cash equivalents, January 1 33,234 1,062 34,296

Cash and cash equivalents, September 30 29,554$ 2,919$ 32,472$


Page 52


Condensed combining financial information applicable to DRPA and PATCO as of and for the year endedDecember 31, 2014 is as follows:


Page 53


Condensed combining financial information applicable to DRPA and PATCO as of and for the year endedDecember 31, 2014 is as follows (continued):


Page 54

Note 20. Subsequent Events

Status of Union Labor Negotiations: The status of contract negotiations with four (4) unions is describedbelow:

1.) IUOE: The collective bargaining agreement between the Authority and the IUOE expired onDecember 31, 2012. Employees continue to work with an expired contract while contractnegotiations are ongoing.

2.) FOP Contract: The second largest labor organization representing Authority personnel is FOPLocal 30 (representing Authority and PATCO patrol officers, corporals and sergeants). The partiesconcluded interest arbitration litigation in the Federal District Court, Camden, New Jersey andreceived the interest arbitration decision on February 24, 2015. A finalized contract is forthcoming.

In its November 18, 2015 meeting, the Authority’s Board approved a Collective BargainingAgreement (CBA), which has been approved by FOP Lodge 30 (DRPA-15-145). The contractcovers the period from January 1, 2010 through December 31, 2017.

3.) Teamsters: PATCO has a collective bargaining agreement with Teamsters’ Union Local 676,representing 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 withan expired contract.

4.) IBEW: 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 areongoing. The collective bargaining agreement between the Authority and the IUOE expired onDecember 31, 2012. Employees continue to work with an expired contract while contractnegotiations are ongoing.

The collective bargaining agreement between the Authority and the IUOE expired on December31, 2012. Employees continue to work with an expired contract while contract negotiations areongoing.

Federal Subpoena: The Authority was served with a Federal Grand Jury Subpoena in March 2013 requiringdocument production concerning economic development spending from 2008. The Authority retainedSpecial Counsel, fully cooperated, and has been open and transparent in providing responsive information.Compliance costs and counsel fees were significant, but did not materially impact the Authority's financialposition. On March 31, 2015, the Authority was granted permission by the government to lift the litigationhold in this matter. There has been no recent activity.

Reinstitution of Commuter E-ZPass Discount: At its July 2015 meeting, the Authority’s Board approved aresolution DRPA 15-090 (“Authorize Amendment to Current DRPA Bridge Toll Schedule to IncludeDiscounted Tolling for Certain Passenger Vehicles Making Minimum Number of Tolled-Crossings overDRPA Bridges and Related Actions”), to re-implement an $18 credit/18 trips per month for commuterpassenger vehicles in the NJ E-ZPass system (the Authority is a member of thisconsortium.). Programming to implement this initiative was finalized and the new commuter discountbecame effective on December 1, 2015. The projected reduction in revenues will be approximately $6.4million annually, if fully implemented.


Page 55

Note 20. Subsequent Events (Continued)

Conduit Financing – DRPA LEAP Academy University Charter School Bonds, Series 2003: LEAPAcademy has elected to optionally redeem the DRPA Charter School Project Bonds of 2003 in order toreduce its borrowing costs. (The Authority opted not to participate in this refinancing effort so theredeemed bonds were replaced with bonds issued through another agency).

On September 3, LEAP issued a conditional “Borrower’s Notice of Redemption” which was sent to theBond Trustee, indicating its intention to redeem the remaining $5.825 million in principal outstanding onthe bond issue, on October 6, 2015. On October 6, these bonds were fully redeemed and are no longeroutstanding.

Economic Development Loan (LEAP Academy) – LEAP Academy fully paid off the principal and interest(in the amount of $1.01 million) due on its existing loan with the Authority in December, 2015.

2015 OPEB Contribution- In December the Authority contributed $5.0 million to its OPEB Trust. Inaddition, at its December Board meeting, the Authority authorized up to a $ 5 million contribution to theOPEB trust in its 2016 budget

Passage of DRPA/PATCO Operating Budgets and 5-Year Capital Plan: At its December meeting, theAuthority’s Board approved the DRPA and PATCO operating budgets in the amounts of $93.6 million and$54.5 million, respectively.

As required by its Bond Indentures, the Authority filed “annual budgets” with its two bond trustees for itsRevenue and Revenue Refunding Bonds, and its Port District Project Bond issues prior to the December31, 2015 deadline. In addition the Authority filed a resolution with TD Bank Securities certifying that itwould exceed the calculated “Net Revenue Requirement” for both 2015 and 2016, by an estimated $69.4million and $50.4 million, respectively.

In November, the Authority’s Board passed the 5-year capital plan, which authorizes capital expendituresnot-to-exceed $166.5 million (net of federal and other grants) during 2016. (Estimated grant funding for2016 is approximately $18.9 million) The total 5-year capital plan estimates $728.2 million in total netcapital expenditures in the period 2016 through 2020.

Note: The 2016 DRPA and PATCO operating budgets and the 2016 Capital Plan can be found onDRPA’s website, www.drpa.org, in the “About Us” section and the subsection “Budget/FinancialInformation.”

Schedule 1

REVENUE FUND:

Cash on hand:

Change funds for bridges $18,500.00

Undeposited tolls and ticket sales 1,317,735.74 1,336,235.74

Santander 4,872.25

TD Bank N.A. 1,726,825.15

Bank of America 519,450.38

Bank Of New York Mellon 521.55

Wells Fargo Bank 154,304.76 $3,742,209.83

1998 PORT DISTRICT PROJECT FUND:

Santander 4,107.65


Wells Fargo Bank 473,157.54

1999 PROJECT FUND:

Santander 59,565.78

GENERAL FUND:

Cash on hand - change and working funds for PATCO Transit

System Stations 229,562.61

Wells Fargo Bank 838,738.04

Santander 37,312.48

Bank Of New York Mellon 141,935.63

TD Bank N.A. 26,945,891.79 28,193,440.55

Total $32,472,481.35

September 30, 2015CASH & CASH EQUIVALENTS


Page 56

Schedule 2

Par Value Fair Value

REVENUE FUND:

AIM Money Market $ 13,913,077 13,913,077

Mellon Bank Money Market 1,057,000 1,057,000

$ 14,970,077 14,970,077

MAINTENANCE RESERVE FUND (Restricted):

Goldman Sachs Money Market $ 4,578,132 4,836,880

1999 PDP DEBT SERVICE FUND (Restricted):

Federated Treasury Cash Series II $ 3,418,705 3,418,705

2012 PDP DEBT SERVICE FUND (Restricted):


2010 DEBT SERVICE FUND (Restricted):






1998B BOND RESERVE FUND (Restricted):


Abbey National N.A. Paper due 01/04/16 (includes accrued interest) 40,830,000 40,233,383

$ 118,012,646 117,416,030

2010 REVENUE REFUNDING DEBT SERVICE FUND (Restricted):


2012 PORT DISTRICT DEBT SERVICE RESERVE FUND (Restricted):

Abbey National N.A. Paper due 01/04/2016 (includes accrued interest) $ 10,745,000 10,587,992

Goldman Sachs Treasury Obligation Money Market 8,668,753 8,668,753

$ 19,413,753 19,256,744

GENERAL FUND:

AIM Money Market $ 75,085,878 75,085,878

PFM Cash Reserve Money Market 696,944 696,944

UBS Investments 35,187,643 32,133,284

Morgan Stanley / Dean Witter Investments 28,344,768 27,033,377

Swarthmore Group Investments 53,975,484 54,083,863

Haverford Trust Investments 11,973,229 5,426,387

Haverford Trust C/D 6,408,963 6,408,963

TD Bank Investment Account 13,642,020 13,642,020

WF Cap Res Pay-as-You-Go Money Market 264,359,037 264,359,037

US Treasury Bills due 07/01/15 2,655,629 2,655,000

Unrealized loss on investments 2,262,514 (2,262,514)

$ 494,592,110 479,262,239

DELAWARE RIVER PORT AUTHORITYINVESTMENTS

September 30, 2015

Page 57

Schedule 2

DELAWARE RIVER PORT AUTHORITYINVESTMENTS

September 30, 2015


PFM Cash Reserve Money Market $ 312 312

1999 PORT DISTRICT PROJECT FUND



Goldman Sachs Money Market $ 949,629 949,629

2013 REVENUE BOND PROJECT FUND:

Wells Fargo Money Markets $ 170,771,285 170,771,285

Total investments $ 887,656,850 871,832,102

Page 58

DELAWARE RIVER PORT AUTHORITYSchedule 3

INTEREST INCOME BY FUND

Period Ended

9/30/2015 9/30/2014

Revenue Fund $273,009 $270,078

Maintenance Reserve Fund 148,355 146,954

1998 Port Project Fund 0 1



1998 Port District Debt Service Fund 165 165

2010 Debt Service Fund A, B, C 379 363

2010 Debt Service Fund D 216 179

1998 Bond Reserve Fund 1,761,998 1,762,153

2012 Port Debt Service Reserve Fund 463,165 463,157

2008 Debt Service Fund 328 316.83

2013 Project Fund 137,670 120,841

2013 Debt Service Fund 215 226

General Fund 3,256,300 1,820,295

6,042,497 4,585,669

Page 59

Schedule 4

Period Ended Second Quarter

9/30/2015 9/30/2014 2015 2014

BENJAMIN FRANKLIN BRIDGE

Operating revenues:

Bridge tolls $73,466,287.74 $74,185,878.10 $24,873,256.51 $25,611,550.55

Other 4,899,599.76 6,155,230.19 1,499,765.49 996,560.90

Total operating revenues 78,365,887.50 80,341,108.29 26,373,022.00 26,608,111.45

Operating expenses 12,199,131.31 10,447,591.50 4,722,223.41 2,715,921.95

Net operating revenues $66,166,756.19 $69,893,516.79 $21,650,798.59 $23,892,189.50

WALT WHITMAN BRIDGE

Operating revenues:

Bridge tolls $91,929,451.97 $87,060,036.22 $33,866,053.43 $32,239,605.94

Other 205,291.31 210,779.30 69,571.66 66,651.32




COMMODORE BARRY BRIDGE

Operating revenues:

Bridge tolls $39,054,390.14 $37,247,324.72 $14,480,817.39 $13,841,535.71

Other 0.00 0.00 0.00 0.00




BETSY ROSS BRIDGE

Operating revenues:

Bridge tolls $25,307,496.20 $24,631,955.97 $8,815,789.99 $8,615,468.09

Other 0.00 0.00 0.00 0.00




COMBINED TOTALS

Operating revenues:

Bridge tolls $229,757,626.05 $223,125,195.01 $82,035,917.32 $80,308,160.29

Other 5,104,891.07 6,366,009.49 1,569,337.15 1,063,212.22




DELAWARE RIVER PORT AUTHORITYBRIDGE REVENUES AND OPERATING EXPENSES

FOR THE PERIODS INDICATED

Page 60

Schedule 5

2015 YTD Activity

Period Ended (New Loans and

09/30/15 12/31/14 Principal Payments)

ECONOMIC DEVELOPMENT LOANS:

Cooper River Boathouse 670,839$ 706,016$ (35,176)$

Camden Yards Steel Co. -$ -$ -$

LEAP Academy 1,029,110$ 1,212,665$ (183,556)$

Victor Lofts -$ 2,976,762$ (2,976,762)$

Camden Aquarium 13,836,485$ 14,188,179$ (351,694)$

Home Line Furniture 177,458$ 204,206$ (26,748)$

Total Loans 15,713,892$ 19,287,828$ (3,573,935)$

Provision for loan losses (1,344,551)$ (1,344,551)$ -$

Total Loans per Balance Sheet - Net 14,369,342$ 17,943,277$ (3,573,935)$


ECONOMIC DEVELOPMENT ACTIVITY

FOR THE PERIOD ENDED SEPTEMBER 30, 2015

Page 61

OPERATIONS & MAINTENANCE



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Operations and Maintenance Committee Meeting

One Port Center2 Riverside DriveCamden, New Jersey

Tuesday, February 2, 2016

Committee Members:

Albert Frattali, O&M ChairmanRohan Hepkins, O&M Vice ChairmanRichard SweeneyE. Frank DiAntonioCarl Singley, Esq. (via telephone)Timothy Reese, Pennsylvania State Treasurer

(via telephone)

Others Present:

Amy Herbold, Senior Counsel,New Jersey Governor's Authorities Unit


David Dix, Assistant to Chairman Boyer

DRPA/PATCO Staff:

John Hanson, Chief Executive Officer/PresidentMaria J. Wing, Deputy Chief Executive OfficerRaymond Santarelli, General Counsel and Corporate

SecretaryStephen Holden, Deputy General CounselKathleen Vandy, Assistant General CounselRichard J. Mosback, Jr., Assistant General CounselGerald Faber, Assistant General CounselDan Auletto, Acting Chief Operations OfficerToni Brown, Chief Administrative OfficerMichael Venuto, Chief EngineerJohn Viniski, Manager, Engineering - Planning & Design

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DRPA/PATCO Staff: (Continued)

Ashok Patel, Manager, Engineering - Construction &Maintenance

Edward Montgomery, Principal Engineer, EngineeringWilliam Shanahan, Director, Government RelationsMark Lopez, Manager, Government RelationsBarbara Holcomb, Manager of Capital Grants, Government

RelationsSteve Reiners, Director, Fleet ManagementKyle Anderson, Director of Corporate CommunicationsAnn DuVall, Project Analyst, Office of the CAOAmy Ash, Contract Administrator, Contract

AdministrationJohn Rink, General Manager, PATCOKathleen Imperatore, Director of Fare Collection,

PATCOSheila Milner, Administrative CoordinatorElizabeth McGee, Acting Records Manager

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I N D E X

Page

Roll Call 5

Executive Session 6

Professional Services for 2016 Biennial Inspection 6of the Betsy Ross Bridge

Professional Services for 2016 Biennial Inspection 6of the Benjamin Franklin Bridge

Professional Services for 2016 Biennial Inspection 6of the Walt Whitman Bridge

Professional Services for 2016 Biennial Inspection 6of the Commodore Barry Bridge

Professional Services for 2016 Biennial Inspectionof PATCO 6

Design Services for Benjamin Franklin BridgeMain Cable Investigation and Dehumidification 9

Contract No. BF-45-2016, Benjamin Franklin Bridge5th Street Tunnel Priority Wall Repairs 12

PARTSWG Transit Contract Intelligence Analysts,Phase IV 14

Approval of Title VI Submission to Federal TransitAdministration 15

Weed Control and Vegetation Management for FourBridge Facilities and PATCO 19

Procurement of one (1) 2016 Johnson VT StreetSweeper 20

Procurement of three (3) 2016 Kubota Tractors 21

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Page

Procurement of three (3) 2016 Ford Escapesand one (1) 2016 Ford Transit Van 27

Temporary Transit Ambassadors 28

General Discussion

Spending Tracking 30

Adjournment 31

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(9:04 a.m.)

CHAIRMAN FRATTALI: I'd like to call to order

the meeting of the Operations and Maintenance

Committee of the Delaware River Port Authority and

have the Corporate Secretary call the roll.

MR. SANTARELLI: Good morning. Chairman

Frattali?

CHAIRMAN FRATTALI: Here.


Commissioner DiAntonio?

COMMISSIONER DiANTONIO: Here.




COMMISSIONER HEPKINS: Here.


Treasurer Reese?

TREASURER REESE: Here.

MR. SANTARELLI: Commissioner Singley?

COMMISSIONER SINGLEY: Present.

MR. SANTARELLI: Thank you. You have a

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quorum.

CHAIRMAN FRATTALI: At this time, I'd like to

call for a motion to go into Executive Session. The

decisions made in Executive Session will be made

public when the issues are resolved. Do I have a

motion?

COMMISSIONER DiANTONIO: So moved.

CHAIRMAN FRATTALI: Second?


CHAIRMAN FRATTALI: All in favor?

ALL: Aye.

CHAIRMAN FRATTALI: All right, we're in

Executive Session. If anyone has to leave, leave.

(Off the record at 9:05 a.m.)

(On the record at 9:37 a.m.)

CHAIRMAN FRATTALI: We've got a pretty big

agenda, so we want to move. That means to keep the

comments short. There are 14 items on the agenda for

Open Session. The first item is Professional Services

for 2016 Biennial Inspection of the Betsy Ross Bridge.

MR. VENUTO: John's going to take it.

MR. VINISKI: Good morning, Commissioners.

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I'm John Viniski. I'm stepping in for Mike Venuto for

this presentation. As part of our General Bond

Resolution and Bond Indenture, the Authority is

obligated to perform a biennial inspection on all of

our facilities.

Before I get into this, I'd like to recognize

Ed Montgomery. Ed Montgomery is a valuable -- he's

the handsome, studious gentleman in the white shirt in

the corner and he pulls these biennial inspections

together. It's not an easy chore. I did it a number

of years ago and I know there is a lot involved with

it. It probably starts in the summer, putting this

stuff together; then it arrives here for Board

execution.

Ed's job doesn't stop once the contracts are

executed. He follows these contracts into the

inspection process. I know it's a full-time job. At

times, I thought this position/work assignment

actually deserves to be known as Manager of Biennial

Inspection because there is a lot of work involved.

With that said, would you want me to go

through all five contracts collectively for approval?

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CHAIRMAN FRATTALI: Yes, do them all at once.

MR. VINISKI: I'll take care of it in that

manner. First is the Betsy Ross Bridge. These

contracts were competitively selected. We had the

work on our website for qualified firms to actively

participate. We went through a competitive selection

process and we have arrived at the following firms.

They were the top-ranked firms and we negotiated the

prices that we feel are fair and reasonable.

The first facility is the Betsy Ross Bridge.

The consultant for that facility will be AECOM, in the

amount of $485,000.

The second facility is the Benjamin Franklin

Bridge. HAKS Engineers is the selected firm, in the

amount of $584,000.

The third project is the Walt Whitman Bridge

and the top-ranked firm is Modjeski & Masters, in the

amount of $791,000.

The fourth facility is the Commodore Barry

Bridge. HNTB Corporation is the selected firm, in the

amount of $654,000.

PATCO facilities. The selected firm is

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Remington & Vernick, in the amount of $353,000.

Unless there are any questions, we now seek

Committee approval to move these contracts forward to

the Board.

CHAIRMAN FRATTALI: Any questions? Seeing

none, I need a motion.





ALL: Aye.

CHAIRMAN FRATTALI: All opposed? The ayes

have it.

The next item is Design Services for the Ben

Franklin Bridge Main Cable Investigation and

Dehumidification. John, are you going to take that

again?

MR. VINISKI: Yes. What I would like to do

first of all is to preface my discussion with the fact

that the Benjamin Franklin Bridge is our oldest

facility at the Port Authority. The bridge is

approaching 100 years of age; we're at 92 and fast

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approaching 100. We certainly would like to see this

bridge propel itself for another 100 years. So, in

that endeavor, the main cables of our Benjamin

Franklin Bridge will need preventive care.

This project for the main cable

dehumidification is a two-part project. The first

part is an internal inspection.

Just stepping back, during the biennial

inspection for the Ben Franklin Bridge and the Walt

Whitman Bridge they do an exterior inspection of the

main cable, the coating, the seals at the bands, the

suspender ropes. Everything is exterior on our

biennial inspection. The first phase of work on this

particular project will be an internal inspection.

The cable will be opened up and wedged.

We will be looking at five locations on the main

spans. One area has been a problem area that was

identified back in the late 1990s, and it is still

continually monitored. As part of this inspection, it

will be further monitored.

Our factor of safety on the bridge has dropped

from the original design of 4.25 to 2.44. We want to

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maintain the health of this bridge. A factor of 2.44

is adequate for our bridge; we want to maintain it at

2.44. So, as part of this first phase of work, we are

going to do continuing monitoring.

Consultants in the past have recommended that

the monitoring be done on a six- or seven-year basis.

It's not cheap. It's not easy. Workers that are up

there have to work in an environment with protective

suits because we have lead-based paste on the parallel

wires. It's not an easy chore. It's easy to inspect

the wires from the top face, but when they have to

wedge themselves on the underside, they get on their

backs. They are looking up into the cavity of the

wedge areas. It's not pleasant work whatsoever. So,

that's the first phase of work for this project.

The second phase is that we're looking to

protect this cable in the future. The recommendation

from many consultants is to go into dehumidification.

We went through a very intense process of

selecting the best, top-ranked firm to perform this

work. That firm is Weidlinger. They have a partner

that has done this work also. They have 10, 11

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similar projects for cable dehumidification under

their belt, so this isn't a first time for this firm.

With that said, we recommend that the

Committee move this SS&R for a contract with

Weidlinger Associates to the next Board meeting for

approval. It's in the negotiated amount of $3,541,700

for both phases of work.

If there are any questions on any particular

portions of the work, I'd be glad to try to answer

them.


none, I need a motion to move the resolution to the

next Board meeting for approval.





ALL: Aye.

CHAIRMAN FRATTALI: Any opposed? The ayes

have it.

The next item is Contract Number BF-45-2016,

Ben Franklin Bridge 5th Street Tunnel Priority Wall

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Repairs. Ash?

MR. PATEL: Yes. We are going to amend the

existing contract, BF-37-2013, and we'd like to

expedite this project because of the mid-July

Democratic National Convention. We'd like the Board

to authorize staff to negotiate a construction

contract to perform the work under this contract that

includes: demolition of deteriorated concrete of the

5th Street Tunnel portal walls; installation of a

bridge barrier guardrail system; blast cleaning and

painting the lead-coated steel surfaces of the

concrete and overhead stringers; sidewalk and curb

reconstruction; replacement of tunnel lighting; crack

repairs; and other associated work.

We will have a bid opening February 11th. We

would like to present this Summary Statement at the

next Board meeting, February 17th.

CHAIRMAN FRATTALI: Any questions?

Seeing none, I need a motion to move the resolution to

the next Board meeting for approval.


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ALL: Aye.


have it.

The next item is PARTSWG Transit Contract

Intelligence Analysts, Phase 4. Bill?

MR. SHANAHAN: Good morning, Mr. Chairman and

members of the Committee. We will ask the Board to

approve a contract with CRA, Inc., a GSA contractor.

CRA provides training and certified contract

intelligence analysts that staff our transit security

desk at the DVIC. Of course, you know the DVIC is the

Delaware Valley Intelligence Center. It is the

regional all-source law enforcement intelligence

vision center.

As you can see, these are the latest drafts of

the bus posters that go out there. So when somebody

uses this service, they can call, text, or use the

app. It goes into the transit desk, which we set up,

which is staffed by these analysts. This is 100

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percent funded by grant money. It is in the sum of

$620,000. It's coming from FY2015 Transit Grant

Security Program money provided by DHS.


none, I need a motion to move the CRA resolution to

the next Board meeting for approval.





ALL: Aye.


have it.

The next item is Approval of Title VI

Submission to Federal Transit Administration.

MS. BROWN: Good morning, Commissioners. As

noted, Title VI of the Civil Rights Act of 1964

prohibits discrimination on the basis of race, color,

and national origin in any programs and activities for

which we seek federal financial assistance. DRPA does

receive financial assistance from the FTA for PATCO,

and as such, Title VI compliance is required for

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continued funding.

As a condition of receiving the federal

funding, PATCO is required to submit a Title VI

program every three years. The last time we submitted

this program was in 2013. It was approved. Our next

submission is due on or before April 1, 2016.

What we are proposing to submit to the FTA

builds on an already successful program. It is in

front of you this morning for your review and

consideration. The only thing we want to point out

for you at this time is that this program that we

propose to submit does include three enhancements.

The first enhancement is a comprehensive

public participation plan. This plan outlines the

steps our Agency proposes to take in the event that we

were to propose a fare or toll increase. It also

outlines the communication plan that we would put into

place if we were to have a route change.

Finally, at pages 63 through 68 of the plan,

we have outlined for you a number of initiatives that

we put into place to help those who are considered

‘limited English proficient’ in accessing PATCO's

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services.

The second enhancement is our language

assistance plan. It has been enhanced to include a

number of resource tools that will also assist limited

English proficient individuals in accessing our PATCO

services.

Finally, the FTA requires that we survey all

of our riders in order to collect and report on

certain demographic and ridership information. We

partnered with the Delaware Valley Regional Planning

Commission, the DVRPC, to survey a random number of

PATCO customers in October 2015.

The FTA directed all grant recipients to move

away from using paper surveys, so DVRPC provided

tablets for this survey. We were able to get 3,340

completed surveys from customers of PATCO. The data

from the survey has been detailed for you. It was

analyzed by DVRPC and detailed for you starting at

page 85 of the submission.

The booklet is quite voluminous. It provides

20 specific sections which would make us compliant

with the FTA. The next steps at this point, assuming

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this Committee approves this submission, would be for

it to be presented to the full Board for its

consideration. After the veto period expires, we

would upload this program electronically into FTA's

tram system.

At this point, I would like to recognize the

members of the 19-member, cross-functional Title VI

team. Although I served as the project's sponsor, the

project lead was Ann DuVall, a project analyst in the

Office of the Chief Administrative Officer. There are

also nine other members of this cross-functional team,

and I would ask that they please stand at this time so

that they might be recognized by the Committee as

well.

(Applause)

MS. BROWN: Thank you very much.

CHAIRMAN FRATTALI: Are there any questions?

Seeing none, I need a motion to move the Title VI

submission to the Board for approval.




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ALL: Aye.


have it.

The next item is Weed Control and Vegetation

Management for the four Bridge Facilities. Dan?

MR. AULETTO: Good morning, Mr. Chairman,

Commissioners. This is a proposal that the Board

authorize staff to enter into a three-year contract

with Weed, Incorporated, of Aston, PA, for vegetation

management and weed control services for DRPA and

PATCO.

Weed, Incorporated has been in business since

1966 with an experienced staff and technicians and

applicators. Weed, Incorporated was the lowest

responsible bid, and staff recommends that the

contract be awarded to Weeds, Incorporated for the

amount of $182,100. Thank you.


none, I need a motion to move this resolution to the

Board for approval.

COMMISSIONER SWEENEY: Move the motion.

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ALL: Aye.

CHAIRMAN FRATTALI: Any opposed?

All right, the next item is Procurement of one

2016 Johnson VT Street Sweeper. Mr. Reiners?

MR. REINERS: Good morning, Commissioners.

We're asking the Board to authorize staff to negotiate

a contract with U.S. Municipal, a state contract

vendor under the Co-Stars PA Program to purchase a

Johnson VT Street Sweeper for $269,758. This is under

the Pennsylvania state contract at this point, and it

is covered under the Capital Budget for 2016.



Board for approval.





ALL: Aye.

CHAIRMAN FRATTALI: Any opposed?

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The next item is Procurement of Three 2016

Kubota Tractors. Mr. Reiners?

MR. REINERS: Again, we are asking the Board

to authorize the staff to negotiate a purchase

contract with CH Waltz Sons, Incorporated, to purchase

two M7060HD tractors and one Kubota tractor B2650 in

the total amount of $131,068.48. CH Waltz Sons is

under a Co-Stars contract under the State of

Pennsylvania. It provides best practice pricing for

this.

These tractors will be used to maintain the

facilities in the summertime, cutting grass. We will

also use these tractors at PATCO in the wintertime to

remove snow and ice.

CHAIRMAN FRATTALI: We have a few questions.

MR. REINERS: Yes, sir.

COMMISSIONER DiANTONIO: Are there any other

bidders that go with this?

MR. REINERS: We did not look at any other

bidders. We went right off the state contract with

the State of Pennsylvania.

MR. HANSON: The state actually does its own

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procurement and there are multiple bidders. This is

the successful bidder. On the state contracts, they

actually conduct a procurement, have multiple bidders,

and that's why we don't have to bid it out. We can

just go right to their contract.

CHAIRMAN FRATTALI: Either Pennsylvania or New

Jersey, whoever uses the best staff or the best

bidder.

COMMISSIONER DiANTONIO: But the question is,

could it be bid out under a U.S. American-made

machinery requirement? I know they have a plant in

Georgia, but my concern is where the bottom line goes,

say like in reference to a John Deere. It sounds to

me by these numbers, that it's equivalent to a John

Deere 4300 or a 5000 series tractor. Am I correct

when I say that?

MR. REINERS: Yes.

COMMISSIONER DiANTONIO: Okay. So I can't see

why it couldn't be competitively bid against American-

made company machinery, or being questioned anyway.

MR. HANSON: Our procurement rules don't allow

us to do that. Our procurement rules only allow us --

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in this type of procurement -- to take the lowest

bidder. We can take the lowest bidder either through

bidding it out ourselves or going to someone who has

conducted procurement through a government, within

their own procurement rules like the State of New

Jersey or the State of Pennsylvania.

I'm not even entirely sure of the legality of

that restriction. That's a matter that would have to

be looked at. But I do know, though I can't say with

certainty about the legality of it, I do know that our

procurement regulations do not permit us to do

something that would potentially cause the price to be

higher.

We have, in certain engineering contracts,

best-value type procurements where cost is one factor,

but not the highest. But even there, we do not have

origin of the work as one of the criteria; you know,

being American steel or something like that.

COMMISSIONER DiANTONIO: But other than the

legality, is there any way that we can question that?

MR. SANTARELLI: We could probably look into

it.

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COMMISSIONER DiANTONIO: Well, that's

basically my question, if we could look into that.

MR. HANSON: Ray will look into the legality

and report back to this Committee on that. If we do

find that it's legal, the Committee would also have to

advance a change to our procurement rules to Board

level, I think. We may be able to amend the

procurement manual, if we find out it is legal; I'm

not sure. But right now we don't have the authority

to do something like that.

COMMISSIONER DiANTONIO: I think we should

take one step at a time in reference to the legality

of it. And then if it's okay on the legality part of

it, then to go to the next step in reference to get

procurement. Because I think it's very important that

we look into these items in reference to American-made

products.

MR. SANTARELLI: I can look into that. But I

do know passing resolutions and things of that nature

take time, and I don't know what the time limitation

is on this.

COMMISSIONER DiANTONIO: I'm not saying do it

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on this one.

MR. SANTARELLI: Okay, okay.

COMMISSIONER DiANTONIO: No, I'm not saying do

it on this one because I know it's going to take time

to do that. But it just brought up a good point --

MR. SANTARELLI: I will do that.

COMMISSIONER DiANTONIO: -- in reference to

doing that.

MR. REINERS: Under the PA contract, anything

that's on that contract has to be made in North

America. That does incorporate Mexico and Canada.

But if it's not manufactured there, then they cannot

sell it on that state contract.

COMMISSIONER DiANTONIO: Well, being

manufactured, I understand that. And I don't want to

prolong this conversation, but I think we should start

looking at the bottom line, where the bottom line

goes. And the tax that comes back into this country

that is paid on these machines, just like a car, the

taxes are paid more than we export. So, I don't want

to get into that, but if we could check into the

legality part of it? I feel very strongly about that

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in reference to American-made products and the bottom

line, where the bottom line number goes.

MR. SANTARELLI: And we'll look into it and

report back.

COMMISSIONER DiANTONIO: I appreciate that.

MR. HANSON: Meaning not just where the

product is manufactured, but the country of origin of

the company that manufactures it.

COMMISSIONER DiANTONIO: Exactly right,

exactly.

MR. HANSON: I've got it. Thank you.

CHAIRMAN FRATTALI: The last couple of months

we've been purchasing a lot of vehicles, tractors and

stuff. So I think we're pretty much getting near the

end of replacement.

MR. SANTARELLI: We'll look into it, and we'll

have a report back for the next meeting.

CHAIRMAN FRATTALI: As Jim White would say,

“we're flush with cash; we might as well spend it

now.” All right, I need a motion to move this

resolution to the Board for approval.


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ALL: Aye.

CHAIRMAN FRATTALI: Any opposed? Ayes

have it.

The next item is Procurement of three 2016

Ford Escapes and one 2016 Ford Transit Van.

MR. REINERS: We're asking the Board to

authorize staff to negotiate a purchase contract with

McCafferty Ford in Mechanicsburg, PA, to purchase three

Ford Escapes, 2016 all-wheel drive vehicles and one Ford

F-250 Van, for the total dollar amount of $105,221.

These are under the PA Co-Stars contract and are under

the 2016 Capital Budget.

CHAIRMAN FRATTALI: Any questions?

COMMISSIONER DiANTONIO: Yeah, what would the

Escapes be used for?

MR. REINERS: The Escapes are going to be used

by the mail room; we're going to repurpose their

vehicles to staff vehicles, because they have high

mileage on them at this point. The third Escape goes

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to PATCO for their administration, for when they're

going back and forth, to and from the buildings.

COMMISSIONER DiANTONIO: Good, thanks.

MR. REINERS: They're replacing two 2000 Crown

Vics and one 1999 Dodge Intrepid.

COMMISSIONER DiANTONIO: Wow, okay. Good

choice.

CHAIRMAN FRATTALI: I need a motion to move

this resolution to the Board for approval.





ALL: Aye.


have it.

The final item is the Temporary Transit

Ambassadors. John?

MR. RINK: Thank you, Mr. Chair,

Commissioners. We are seeking authorization for staff

to negotiate a three-year contract with Accountants

For You to supply the temporary workers for the

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position of Transit Ambassador, a position

occasionally required by PATCO. The amount would be

not to exceed $1.125 million.

As you're aware, Transit Ambassadors provide a

recognizable, professional, and courteous presence

throughout the PATCO system to assist our customers

with navigating and understanding how to use our fare

collection system at the stations, how to purchase

tickets from the ticket vending machines, and also how

to read schedules.

The Transit Ambassadors are stationed in a

specific station per shift or, when required, they

roam the system, ride our trains, and interface with

other ambassadors. Their work hours and locations may

vary based on PATCO needs.

On October 7th, a Request for Proposal was

publicly advertised on the DRPA website, and two

proposals were received. The proposals were evaluated

on completeness, qualification of the firms,

understanding of scope, and the hourly bill rate.

Staff has reviewed and evaluated Accountants

For You, Inc.'s proposal and determined it to be fair

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and reasonable. It is recommended that a contract be

negotiated with them to supply the temporary workers

for Transit Ambassadors. Also, Accountants For You is

one of our current providers of workers for the

Transit Ambassador position.



Board for approval.





ALL: Aye.


have it.

We have one item for General Discussion, the

Spending Track. Do you want to take it, Mike?

MR. VENUTO: Thank you. Good morning,

Commissioners. Given our transition to the SAP

system, we're still verifying the final numbers, so I

don't have the handout for you, today. It'll be the

year-end numbers. We'll present that at the next O&M

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meeting; but, I can give you the rough numbers. We

spent about $9 million in December, which takes us to

just over $82 million for 2015.

CHAIRMAN FRATTALI: All right, there is no

other business. I need a motion for adjournment.





ALL: Aye.

CHAIRMAN FRATTALI: We're adjourned.

(Whereupon, the Operations & Maintenance

Committee Meeting ended at 10:04 a.m.)

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Operations and Maintenance Committee on February 2,

2016, were held as herein appears, and that this is

the original transcript thereof for the file of the

Authority.

_________________________Tom Bowman, ReporterFREE STATE REPORTING, INC.

SUMMARY STATEMENT

ITEM NO.: DRPA-16-017 SUBJECT: Professional Services for 2016Biennial Inspection of the Betsy RossBridge

COMMITTEE: Operations and Maintenance

COMMITTEE MEETING DATE: February 2, 2016

BOARD ACTION DATE: February 17, 2016

PROPOSAL: That the Board authorizes staff to negotiate an agreement withAECOM Technical Services, Inc. to provide engineering servicesrequired to perform the 2016 Biennial Inspection of the Betsy RossBridge.

Amount: $485,000.00

Consultant: AECOM Technical Services, Inc.1700 Market StreetSuite 1600Philadelphia, PA 19103

Other Consultants: HDR Engineering, Inc.Modjeski & MastersPennoni Associates, Inc.TranSystems CorporationWSP USA Corporation

Engineers Estimate: $475,000.00

PURPOSE: To provide consulting engineering services for the 2016 BiennialInspection of the Betsy Ross Bridge.

BACKGROUND: Under the Delaware River Port Authority’s (DRPA) Bond Indenturesdated 1995, 1998 and 1999, the DRPA is obligated to inspect all DRPAfacilities every second calendar year; the Indenture further states thatan inspection report be submitted on or before October 1 of everysecond calendar year. In the past years, the Commissioners haveauthorized payment from the Revenue Fund for services rendered.The most recent biennial inspection of the Betsy Ross Bridge facilityoccurred in the Summer of 2014. In order to satisfy the Authority’sBond Indenture and in order to assist in developing a plan formaintaining this facility, it is necessary to perform this biennialinspection of the Betsy Ross Bridge.

SUMMARY STATEMENT Professional Services for 2016O&M - 2/2/16 Biennial Inspection of the

Betsy Ross Bridge______________________________________________________________________________

The work would include close visual “hands on” inspection of allbridge components and systems, preparation of a 2016 BiennialInspection Report for the Betsy Ross Bridge and completion ofStructure Inventory and Appraisal forms and Bridge Managementforms as required by the Commonwealth of Pennsylvania and State ofNew Jersey, respectively.

The Authority publicly advertised its intent to retain a consultant andinvited interested firms to submit Statements of Qualifications.Fifteen (15) firms responded with Statements of Qualifications onApril 16, 2015. Six (6) firms were deemed qualified and were sent aformal Request for Proposal. A review committee of four (4) staffengineers evaluated the Proposals on the basis of Technical merit.

AECOM Technical Services, Inc. was the highest technically rankedfirm. The proposed Project Manager has previous experience withmajor bridge inspection projects and has been responsive on pastDRPA projects. AECOM Technical Services, Inc.’s Inspection Teamhas many years experience inspecting bridges similar to thoserequired for this contract. Overall, the team assembled by AECOMTechnical Services, Inc. was found to possess the necessary experienceand qualifications 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, AECOM TechnicalServices, Inc.’s price was determined to be fair and reasonable.

SUMMARY: Amount: $485,000.00Source of Funds: Revenue FundCapital Project #: N/AOperating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: 12 MonthsOther Parties Involved: N/AEstimated Number ofJobs Supported: 2

DRPA-16-017Operations and Maintenance Committee: February 2, 2016

Board Date: February 17, 2016Professional Services for 2016 Biennial

Inspection of the Betsy Ross Bridge

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authorityaccepts the Proposal AECOM Technical Services, Inc. to provideProfessional Services for 2016 Biennial Inspection of the Betsy Ross Bridgeand that the proper officers of the Authority be and hereby are authorizedto negotiate an Agreement with AECOM Technical Services, Inc. for anamount not to exceed $485,000.00 as per the attached 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 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.


MEMORANDUM

TO: O&M Committee Members

FROM: Michael P. Venuto, Chief Engineer

SUBJECT: Professional Services for 2016 Biennial Inspection of the Betsy Ross BridgeTechnical Proposal Evaluation, Findings and Recommendation Report

DATE: February 2, 2016

The Request for Qualifications (RFQs), which was posted on the Authority’s web-site, invitedconsultants to submit Statements of Qualifications (SOQs). Fifteen (15) firms submitted SOQson April 16, 2015.

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:AECOM Technical Services, Inc., HDR Engineering, Inc., Modjeski & Masters, PennoniAssociates, Inc., TranSystems Corporation, and WSP USA Corporation.

The short listed firms were sent a RFP on August 14, 2015. The Technical Proposals andseparate sealed Price Proposals were received on September 22, 2015 from all the firms. TheReview Committee, consisting of four (4) staff engineers, reviewed and evaluated the TechnicalProposals.

AECOM Technical Services, Inc. was the highest technically ranked firm. The proposed ProjectManager has previous experience with major bridge inspection projects and has been responsiveon past DRPA projects. Overall, the team assembled by AECOM Technical Services, 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 $475,000.00 as a guide. Price Proposals were opened on December 21, 2015. Beloware the Technical Proposal rankings, proposed hours and fees of these firms, along with theEngineer’s Estimate of hours.


of Pennsylvania & New Jersey

Rank Firm HoursOriginal Price

ProposalNegotiated

Hours FeeEngineer’s Estimate 2350 $475,000

1 AECOM Technical Services, Inc. 2176 $517,000 2086 $485,000.002 Modjeski & Masters 2278 $453,0003 WSP USA Corporation 2152 $495,0004 Pennoni Associates, Inc. 2408 $462,0005 TranSystems Corporation 2857 $475,0006 HDR Engineering, Inc. 2773 $596,000

The Price Proposal from the highest technically ranked firm, AECOM Technical Services, Inc.,dated September 22, 2015, was reviewed by Engineering Department staff. It was observed to beless than 9% higher than the Engineer’s Estimate. Negotiations commenced which resulted in afinal Price Proposal in an amount of $485,000.00. Based on the Review Committee’s findings thePrice Proposal of AECOM Technical Services, Inc. has been determined to be fair and reasonableand therefore the committee recommends that an Engineering Services Agreement be issued to thehighest technically ranked firm, AECOM Technical Services, Inc.

Based on a review of the Review Committee’s evaluation and supporting documentation, I concur

with the recommendation to engage AECOM Technical Services, Inc. of Philadelphia, PA, in the

amount of $485,000.00 for this Agreement.

:sln

SUMMARY STATEMENT

ITEM NO.: DRPA-16-018 SUBJECT: Professional Services for 2016Biennial Inspection of the BenjaminFranklin Bridge




PROPOSAL: That the Board authorizes staff to negotiate an agreement with HAKSEngineers, Architects, and Land Surveyors, P.C. to provideengineering services required to perform the 2016 Biennial Inspectionof the Benjamin Franklin Bridge.

Amount: $584,000.00

Consultant: HAKS Engineers, Architects and LandSurveyors, P.C.1601 Market StreetSuite 1020Philadelphia, PA 19103

Other Consultants: AECOM Technical ServicesHNTB CorporationTranSystems Corporation


PURPOSE: To provide consulting engineering services for the 2016 BiennialInspection of the Benjamin Franklin Bridge.

BACKGROUND: Under the Delaware River Port Authority’s (DRPA) Bond Indenturesdated 1995, 1998 and 1999, the DRPA is obligated to inspect all DRPAfacilities every second calendar year; the Indenture further states thatan inspection report be submitted on or before October 1 of everysecond calendar year. In the past years, the Commissioners haveauthorized payment from the Revenue Fund for services rendered.The most recent biennial inspection of the Benjamin Franklin Bridgefacility occurred in the Summer of 2014. In order to satisfy theAuthority’s Bond Indenture and in order to assist in developing aplan for maintaining this facility, it is necessary to perform thisbiennial inspection of the Benjamin Franklin Bridge.

SUMMARY STATEMENT Professional Services for 2016O&M – 2/2/16 Biennial Inspection of the

Benjamin Franklin Bridge

______________________________________________________________________________

The work would include close visual “hands on” inspection of allbridge components and systems, preparation of a 2016 BiennialInspection Report for the Benjamin Franklin Bridge and completionof Structure Inventory and Appraisal forms and Bridge Managementforms as required by the Commonwealth of Pennsylvania and State ofNew Jersey, respectively.

The Authority publicly advertised its intent to retain a consultant andinvited interested firms to submit Statements of Qualifications. Ten(10) firms responded with Statements of Qualifications on April 16,2015. 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.

HAKS Engineers, Architects and Land Surveyors, P.C. was thehighest technically ranked firm. The proposed Project Manager hasprevious experience with major bridge inspection projects and hasbeen responsive on past DRPA projects. HAKS Engineers, Architectsand Land Surveyors, P.C.’s Inspection Team has many yearsexperience inspecting bridges similar to those required for thiscontract. Overall, the team assembled by HAKS Engineers, Architectsand Land Surveyors, P.C. was found to possess the necessaryexperience and qualifications 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, HAKS Engineers,Architects and Land Surveyors, P.C.’s price was determined to be fairand reasonable.

SUMMARY STATEMENT Professional Services for 2016O&M – 2/2/16 Biennial Inspection of the

Benjamin Franklin Bridge

______________________________________________________________________________




Inspection of the Benjamin Franklin Bridge

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authorityaccepts the Proposal of HAKS Engineers, Architects and Land Surveyors,P.C. to provide Professional Services for 2016 Biennial Inspection of theBenjamin Franklin Bridge and that the proper officers of the Authority beand hereby are authorized to negotiate an Agreement with HAKSEngineers, Architects and Land Surveyors, P.C. for an amount not toexceed $584,000.00 as per the attached Summary Statement; and be itfurther



MEMORANDUM



SUBJECT: Professional Services for 2016 Biennial Inspection of the Benjamin FranklinBridgeTechnical Proposal Evaluation, Findings and Recommendation Report


The Request for Qualifications (RFQs), which was posted on the Authority’s web-site, invitedconsultants to submit Statements of Qualifications (SOQs). Ten (10) firms submitted SOQs onApril 16, 2015.

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:AECOM Technical Services, HAKS Engineers, Architects and Land Surveyors, P.C., HNTBCorporation and TranSystems Corporation.

The short listed firms were sent a RFP. The Technical Proposals and separate sealed PriceProposals were received on September 24, 2015 from all the firms. The Review Committee,consisting of four (4) staff engineers, reviewed and evaluated the Technical Proposals.

HAKS Engineers, Architects and Land Surveyors, P.C. was the highest technically ranked firm.The proposed Project Manager has previous experience with major bridge inspection projectsand has been responsive on past DRPA projects. Overall, the team assembled by HAKSEngineers, Architects and Land Surveyors, P.C. was found to possess the necessary experienceand qualifications to successfully complete the project.

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 $600,000 as a guide. Price Proposals were opened on December 21, 2015.

Below are the Technical Proposal rankings, proposed hours and fees of these firms, along withthe Engineer’s Estimate of hours.




ProposalNegotiated

Hours FeeEngineer’s Estimate 3425 $600,000.00

1 HAKS 3158 $584,000.002 HNTB Corporation 3724 $669,000.003 AECOM 2944 $628,000.004 TranSystems 3612 $688,000.00

The Price Proposal from the four recommended firms were opened and the Price Proposal from,HAKS Engineers, Architects and Land Surveyors, P.C. dated September 24, 2015 was reviewedby Engineering Department staff. It was observed to be 3% lower than the Engineer’s Estimate.Based on the Review Committee’s findings the Price Proposal submitted by HAKS Engineers,Architects and Land Surveyors, P.C., Inc. has been determined to be fair and reasonable andtherefore the committee recommends that an Engineering Services Agreement be issued to thehighest technically ranked firm, HAKS Engineers, Architects and Land Surveyors, P.C.


with the recommendation to engage HAKS Engineers, Architects and Land Surveyors, P.C. of

Philadelphia, PA, in the amount of $584,000.00 for this Agreement.

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SUMMARY STATEMENT

ITEM NO.: DRPA-16-019 SUBJECT: Professional Services for2016 Biennial Inspection of the WaltWhitman Bridge




PROPOSAL: That the Board authorizes staff to negotiate an agreement withModjeski and Masters, Inc. to provide engineering services requiredto perform the 2016 Biennial Inspection of the Walt Whitman Bridge.

Amount: $791,000.00

Consultant: Modjeski and Masters, Inc.100 Sterling ParkwaySuite 302Mechanicsburg, PA 17050

Other Consultants: Ammann & WhitneyWSP USA CORP


PURPOSE: To provide consulting engineering services for the 2016 BiennialInspection of the Walt Whitman Bridge.

BACKGROUND: Under the Delaware River Port Authority’s (DRPA) Bond Indenturesdated 1995, 1998 and 1999, the DRPA is obligated to inspect all DRPAfacilities every second calendar year; the Indenture further states thatan inspection report be submitted on or before October 1 of everysecond calendar year. In the past years, the Commissioners haveauthorized payment from the Revenue Fund for services rendered.The most recent biennial inspection of the Walt Whitman Bridgefacility occurred in the Summer of 2014. In order to satisfy theAuthority’s Bond Indenture and in order to assist in developing aplan for maintaining this facility, it is necessary to perform thisbiennial inspection of the Walt Whitman Bridge.

The work would include close visual “hands on” inspection of allbridge components and systems, preparation of a 2016 BiennialInspection Report for the Walt Whitman Bridge and completion of


Walt Whitman Bridge

Structure Inventory and Appraisal forms and Bridge Managementforms as required by the Commonwealth of Pennsylvania and State ofNew Jersey, respectively.

The Authority publicly advertised its intent to retain a consultant andinvited interested firms to submit Statements of Qualifications. Ten(10) firms responded with Statements of Qualifications on April 16,2015. Three (3) 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.

Modjeski and Masters, Inc. was the highest technically ranked firm.The proposed Project Manager has previous experience with majorbridge inspection projects. Modjeski and Masters, Inc.’s InspectionTeam has many years experience inspecting bridges similar to thoserequired for this contract. Overall, the team assembled by Modjeskiand Masters, Inc. 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, Modjeski and Masters,Inc.’s price was determined to be fair and reasonable.




Inspection of the Walt Whitman Bridge

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authorityaccepts the Proposal of Modjeski and Masters, Inc. to provide ProfessionalServices for 2016 Biennial Inspection of the Walt Whitman Bridge and thatthe proper officers of the Authority be and hereby are authorized tonegotiate an Agreement with Modjeski and Masters, Inc. for an amount notto exceed $791,000.00, as per the attached Summary Statement; and be itfurther



MEMORANDUM



SUBJECT: Professional Services for 2016 Biennial Inspection of the Walt Whitman BridgeTechnical Proposal Evaluation, Findings and Recommendation Report


The Request for Qualifications (RFQs), which was posted on the Authority’s web-site, invitedconsultants to submit Statements of Qualifications (SOQs). Ten (10) firms submitted SOQs onApril 16, 2015.

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 & Whitney, Modjeski & Masters, and WSP USA CORP.

The short listed firms were sent a RFP on August 14, 2015. The Technical Proposals andseparate sealed Price Proposals were received on September 24, 2015 from all the firms. TheReview Committee, consisting of four (4) staff engineers, reviewed and evaluated the TechnicalProposals.

Modjeski and Masters, Inc.. was ranked as the highest technically qualified firm. The proposedProject Manager has previous experience with major bridge inspection projects. Overall, theteam assembled by Modjeski and Masters, Inc. was found to possess the necessary experienceand qualifications to successfully complete the project.

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 $900,000.00, as a guide. Price Proposals were opened on December 21, 2015.



Below are the Technical Proposal rankings, proposed hours and fees of these firms, along withthe Engineer’s estimate of hours.


ProposalNegotiated


1 Modjeski & Masters 4088 $791,0002 Ammann & Whitney 4564 $1,072,0003 WSP USA Corp. 4908 $860,000

The Price Proposal from the three recommended firms were opened and the Price Proposal fromModjeski & Masters $791,000.00, dated September 24, 2015 was reviewed by EngineeringDepartment staff. It was observed to be 12% lower than the Engineer’s Estimate. Based on theReview Committee’s findings the Price Proposal of Modjeski and Masters, Inc. has beendetermined to be fair and reasonable and therefore the committee recommends that an EngineeringServices Agreement be issued to the highest technically ranked firm, Modjeski and Masters, Inc.


with the recommendation to engage Modjeski and Masters, Inc. of Mechanicsburg, PA, in the


:sln

SUMMARY STATEMENT

ITEM NO.: DRPA-16-020 SUBJECT: Professional Services for 2016Biennial Inspection of the CommodoreBarry Bridge




PROPOSAL: That the Board authorizes staff to negotiate an agreement with HNTBCorporation to provide engineering services required to perform the2016 Biennial Inspection of the Commodore Barry Bridge.

Amount: $654,000.00

Consultant: HNTB Corporation1650 Arch StreetSuite 1700Philadelphia, PA 19103

Other Consultants: Ammann & WhitneyHAKS Engineers, Architects, and LandSurveyors, P.C.Pickering, Corts & Summerson, Inc.


PURPOSE: To provide consulting engineering services for the 2016 BiennialInspection of the Commodore Barry Bridge.

BACKGROUND: Under the Delaware River Port Authority’s (DRPA) Bond Indenturesdated 1995, 1998 and 1999, the DRPA is obligated to inspect all DRPAfacilities every second calendar year; the Indenture further states thatan inspection report be submitted on or before October 1 of everysecond calendar year. In the past years, the Commissioners haveauthorized payment from the Revenue Fund for services rendered.The most recent biennial inspection of the Commodore Barry Bridgefacility occurred in the Summer of 2014. In order to satisfy theAuthority’s Bond Indenture and in order to assist in developing aplan for maintaining this facility, it is necessary to perform thisbiennial inspection of the Commodore Barry Bridge.

The work would include close visual “hands on” inspection of all


Commodore Barry Bridge______________________________________________________________________________

bridge components and systems, preparation of a 2016 BiennialInspection Report for the Commodore Barry Bridge and completionof Structure Inventory and Appraisal forms and Bridge Managementforms as required by the Commonwealth of Pennsylvania and State ofNew Jersey, respectively.

The Authority publicly advertised its intent to retain a consultant andinvited interested firms to submit Statements of Qualifications.Sixteen (16) firms responded with Statements of Qualifications onApril 16, 2015. Five (5) firms were deemed qualified and were sent aformal Request for Proposal. Greenman-Pedersen, Inc. did notsubmit a technical proposal. A review committee of four (4) staffengineers evaluated the Proposals on the basis of Technical merit.

HNTB Corporation was the highest technically ranked firm. Theproposed Project Manager has previous experience with major bridgeinspection projects and has been responsive on past DRPA projects.HNTB Corporation’s Inspection Team has many years experienceinspecting bridges similar to those required for this contract. Overall,the team assembled by HNTB Corporation was found to possess thenecessary experience and qualifications to successfully complete theproject.

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, HNTB Corporation’sprice was determined to be fair and reasonable.




Inspection of the Commodore Barry Bridge

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authorityaccepts the Proposal of HNTB Corporation to provide ProfessionalServices for 2016 Biennial Inspection of the Commodore Barry Bridge andthat the proper officers of the Authority be and hereby are authorized tonegotiate an Agreement with HNTB Corporation for an amount not toexceed $654,000.00 as per the attached Summary Statement; and be itfurther



MEMORANDUM



SUBJECT: Professional Services for 2016 Biennial Inspection of the Commodore BarryBridgeTechnical Proposal Evaluation, Findings and Recommendation Report


The Request for Qualifications (RFQs), which was posted on the Authority’s web-site, invitedconsultants to submit Statements of Qualifications (SOQs). Sixteen (16) firms submitted SOQson April 16, 2015.

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 & Whitney, Greenman-Pedersen, Inc, HAKS Engineers, Architects, and LandSurveyors, P.C., HNTB Corporation, and Pickering, Corts & Summerson, Inc.

The short listed firms were sent a RFP on August 14, 2015. The Technical Proposals andseparate sealed Price Proposals were received on September 22, 2015 from all the firms exceptGreenman-Pedersen, Inc.. The Review Committee, consisting of four (4) staff engineers,reviewed and evaluated the Technical Proposals.

HNTB Corporation was the highest technically ranked firm. The proposed Project Manager hasprevious experience with major bridge inspection projects and has been responsive on pastDRPA projects. Overall, the team assembled by HNTB Corporation was found to possess thenecessary experience and qualifications to successfully complete the project.

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 $600,000.00, as a guide. Price Proposals were opened on December 21, 2015.





ProposalNegotiated


1 HNTB 3222 $694,000 3169 $654,000.002 HAKS 2909 $798,0003 Ammann & Whitney 2174 $787.0004 Pickering, Corts & Summerson 2695 $616,000

The Price Proposal from the highest technically ranked firm, HNTB Corporation, dated September22, 2015 was reviewed by Engineering Department staff. It was observed to be 16% higher than theEngineer’s Estimate. Negotiations commenced which resulted in a final Price Proposal in anamount of $654,000.00. Based on the Review Committee’s findings the Price Proposal of HNTBCorporation has been determined to be fair and reasonable and therefore the committeerecommends that an Engineering Services Agreement be issued to the highest technically rankedfirm, HNTB Corporation.


with the recommendation to engage HNTB Corporation of Philadelphia, PA in the amount of

$654,000.00 for this Agreement.

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SUMMARY STATEMENT

ITEM NO.: DRPA-16-021 SUBJECT: Professional Services for 2016Biennial Inspection of PATCO




PROPOSAL: That the Board authorizes staff to negotiate an agreement withRemington & Vernick Engineers to provide engineering servicesrequired to perform the 2016 Biennial Inspection of the PATCOfacilities.

Amount: $353,000.00

Consultant: Remington & Vernick Engineers232 Kings Highway EastHaddonfield, NJ 08033

Other Consultants: HNTB CorporationTranSystems Corporation


PURPOSE: To provide consulting engineering services for the 2016 BiennialInspection of the PATCO facilities.

BACKGROUND: Under the Delaware River Port Authority’s (DRPA) Bond Indenturesdated 1995, 1998 and 1999, the DRPA is obligated to inspect all DRPAfacilities every second calendar year; the Indenture further states thatan inspection report be submitted on or before October 1 of everysecond calendar year. In the past years, the Commissioners haveauthorized payment from the Revenue Fund for services rendered.The most recent biennial inspection of the PATCO facilities occurredin the Summer of 2014. In order to satisfy the Authority’s BondIndenture and in order to assist in developing a plan for maintainingthis facility, it is necessary to perform this biennial inspection of thePATCO facilities.

The work includes a visual inspection to note the condition of allstructures, systems, and equipment comprising the PATCO TransitSystem. Included in this inspection are the track system, subwaytunnels, transit and vehicular bridges, retaining walls, embankments,

SUMMARY STATEMENT Professional Services for 2016O&M - 2/2/16 Biennial Inspection of PATCO______________________________________________________________________________

viaducts, storm drainage, fencing, parking lots, fare collection system,car shop, electric power and distribution, rapid transit cars,maintenance vehicles, supervisory and control systems, signal systemand communication system, preparation of a 2016 Biennial InspectionReport for PATCO. The vehicular bridge inspection will conform tothe National Bridge Inventory System and NJDOT InspectionCriteria.

The Authority publicly advertised its intent to retain a consultant andinvited interested firms to submit Statements of Qualifications. Three(3) firms responded with Statements of Qualifications on April 16,2015. Three (3) firms were deemed qualified and were sent a formalRequest for Proposal. A review committee of three (3) staff engineersevaluated the Proposals on the basis of Technical merit.

Remington & Vernick Engineers was the highest technically rankedfirm. The proposed Project Manager has previous experience withbridge inspection projects. Overall, the team assembled byRemington & Vernick Engineers was found to possess the necessaryexperience and qualifications 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, Remington & VernickEngineers price was determined to be fair and reasonable.




Inspection of PATCO

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authorityaccepts the Proposal of Remington & Vernick Engineers to provideProfessional Services for 2016 Biennial Inspection of PATCO and that theproper officers of the Authority be and hereby are authorized to negotiatean Agreement with Remington & Vernick Engineers for an amount not toexceed $353,000.00, as per the attached Summary Statement; and be itfurther



MEMORANDUM



SUBJECT: Professional Services for 2016 Biennial Inspection of PATCOTechnical Proposal Evaluation, Findings and Recommendation Report


The Request for Qualifications (RFQ’s), which was posted on the Authority’s web-site, invitedconsultants to submit Statements of Qualifications (SOQ’s). Three (3) firms submitted SOQs onApril 16, 2015.

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:HNTB Corporation, Remington and Vernick Engineers, and TranSystems Corporation.

The short listed firms were sent a RFP on August 14, 2015. The Technical Proposals andseparate sealed Price Proposals were received on September 23, 2015 from all the firms. TheReview Committee, consisting of three (3) staff engineers, reviewed and evaluated the TechnicalProposals.

Remington & Vernick Engineers was the highest technically ranked firm. The proposed ProjectManager has previous experience with bridge inspection projects. Overall, the team assembledby Remington & Vernick Engineers was found to possess the necessary experience andqualifications to successfully complete the project.

It was recommended that the Price Proposal be opened and negotiations commence using otherrecommended firm’s Price Proposals and the Engineer’s Estimate in the amount of $375,000.00as a guide. Price Proposals were opened on December 21, 2015.





ProposalNegotiated


1 Remington & Vernick Engineers 2714 $353,0002 TranSystems Corporation 2413 $373,0003 HNTB Corporation 3066 $447,000

The Price Proposals from the three recommended firms were opened and the Price Proposal fromRemington & Vernick Engineers, dated September 23, 2015 was reviewed by EngineeringDepartment staff. It was observed to be 6% lower than the Engineer’s Estimate. Based on theReview Committee’s findings the Price Proposal of Remington & Vernick Engineers has beendetermined to be fair and reasonable and therefore the committee recommends that an EngineeringServices Agreement be issued to the highest technically ranked firm, Remington & VernickEngineers.


with the recommendation to engage Remington & Vernick Engineers of Haddonfield, NJ, in the


:sln

SUMMARY STATEMENT

ITEM NO.: DRPA-16-022 SUBJECT: Design Services for BenjaminFranklin Bridge Main CableInvestigation and Dehumidification

COMMITTEE: Operations & Maintenance



PROPOSAL: That the Board authorizes staff to negotiate an agreement withWeidlinger Associates, Inc. to investigate the condition and design adehumidification system for the suspension cables on the BenjaminFranklin Bridge.

Amount: $3,541,700

Consultant: Weidlinger Associates, Inc.

Other Consultants: Ammann and Whitney Consulting EngineersModjeski and Masters, Inc.T.Y. Lin International

Engineers Estimate: $3,890,000

PURPOSE: To provide consulting engineering services for an investigation of theinterior condition of the main suspension cable sections, design adehumidification system for the suspension cables, and upgrade thedesign of the HVAC system for the existing dehumidified anchoragesof the Benjamin Franklin Bridge.

BACKGROUND: The Benjamin Franklin Bridge was constructed in the 1920’s andopened to traffic in 1926. The two (2) main suspension cables are partof the original construction and are relied upon to support the weightof the bridge deck, including the weight of vehicular traffic andPATCO trains which traverse the bridge. The condition of the cablesare monitored regularly and visually inspected on a periodic basis. Adehumidification system for the cables from anchorage to anchorageand upgrades the existing HVAC system in the anchorages isrecommended to enhance and supplement the corrosion protectionand extend the useful service life of the main cables.

The Authority publicly advertised its intent to retain a consultant and

SUMMARY STATEMENT Design Services for BFB MainO&M 2/2/16 Cable Investigation and

Dehumidification______________________________________________________________________________

invited interested firms to submit Statements of Qualifications. Four(4) firms responded with Statements of Qualifications on August 29,2013. All four (4) firms were deemed qualified and were sent a formalRequest for Proposal. A review committee of three (3) staff engineersevaluated the Proposals on the basis of Technical merit.

Weidlinger Associates was the highest technically ranked firm.Weidlinger’s team has experience in cable investigation anddehumidification system design, and the proposed project managerhas previous experience with cable investigation projects. Overall, theteam assembled by Weidlinger Associates was found to possess thenecessary experience and qualifications to successfully complete theproject.

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, Weidlinger’s price wasdetermined to be fair and reasonable.

It is recommended that an engineering services agreement benegotiated with Weidlinger Associates for the costs and associated feesnot to exceed $3,541,700 to provide engineering services in accordancewith the Request for Proposal.

SUMMARY: Amount: $3,541,700Source of Funds: 2013 Revenue BondsCapital Project #: BF1306Operating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: Design and Inspection Services, 16 months

from issuance of Notice to Proceed; Biddingand Award; and Construction SupportServices approximately 2 years fromissuance of Contractor Notice to Proceed

Other Parties Involved: N/AEstimated Number ofJobs Supported: 6

DRPA-16-022Operations & Maintenance Committee: February 2, 2016

Board Date: February 17, 2016Design Services for BenjaminFranklin Bridge Main Cable

Investigation and Dehumidification

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authorityaccepts the Proposal of Weidlinger Associates, Inc. to investigate thecondition and design a dehumidification system for the suspension cableson the Benjamin Franklin Bridge and that the proper officers of theAuthority be and hereby are authorized to negotiate an Agreement withWeidlinger Associates for an amount not to exceed $3,541,700, as per theattached Summary Statement; and be it further


SUMMARY: Amount: $3,541,700Source of Funds: 2013 Revenue BondsCapital Project #: BF1306Operating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: Design and Inspection Services, 16 months

from issuance of Notice to Proceed; Biddingand Award; and Construction SupportServices approximately 2 years fromissuance of Contractor Notice to Proceed

Other Parties Involved: N/AEstimated Number ofJobs Supported: 6

MEMORANDUM



SUBJECT: Professional Service Selection forDesign Services for BFB Main Cable Investigation and DehumidificationTechnical Proposal Evaluation, Findings and Recommendation Report


The Request for Qualifications (RFQs), which was posted on the Authority’s web-site, invitedconsultants to submit Statements of Qualifications (SOQs). Four (4) firms submitted SOQs onAugust 29, 2013.

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 all four firms: Ammannand Whitney, Modjeski and Masters, T.Y. Lin International, and Weidlinger Associates.

The short listed firms were sent a RFP on September 3, 2014. The Technical Proposals andseparate sealed Price Proposals were received on October 27, 2014 from four (4) firms. TheReview Committee, consisting of three (3) staff engineers, reviewed and evaluated the TechnicalProposals.

Weidlinger Associates was the highest technically ranked firm. Weidlinger’s team hasexperience in cable investigation and dehumidification system design, and the proposed projectmanager has previous experience with cable investigation projects. Overall, the team assembledby Weidlinger Associates was found to possess the necessary experience and qualifications tosuccessfully complete the project.

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 $3,890,000, as a guide.

The Technical Proposal rankings, proposed hours and fees of these firms, along with theEngineer’s estimate of hours are shown in the following table.



Rank Firm Hours Original PriceProposal

NegotiatedHours Fee

Engineer’s Estimate 12,000 $3,890,0001 Weidlinger Associates 17,166 $4,702,302 12,650 $3,541,6632 Modjeski and Masters 9,231 $2,596,7933 Amman and Whitney 11,588 $3,942,3884 T.Y. Lin International 18,665 $5,252,313

The Price Proposal from the highest technically ranked firm, Weidlinger Associates, was reviewedby Engineering Department staff. It was observed to be 21% higher than the Engineer’s Estimate.Weidlinger Associates, Inc.’s cost proposal over-estimated the number of hours required forinspecting the cables and designing the dehumidification system. Negotiations commenced whichresulted in a final Price Proposal in an amount of $3,541,663. Based on the Review Committee’sfindings the Price Proposal of Weidlinger Associates has been determined to be fair and reasonableand therefore the committee recommends that an Engineering Services Agreement be issued to thehighest technically ranked firm, Weidlinger Associates.


with the recommendation to engage Weidlinger Associates of New York, NY, in the amount of

$3,541,700 for this Agreement.

SUMMARY STATEMENT

ITEM NO. DRPA-16-023 SUBJECT: Contract No. BF-45-2016,Benjamin Franklin Bridge 5th StreetTunnel Priority Wall Repairs




PROPOSAL: That the Board authorizes staff to negotiate a construction contractwith the firm of JPC Group, Inc. to perform priority concreterehabilitation of the Benjamin Franklin Bridge 5th Street Tunnel(Philadelphia) portal walls, installation of a bridge barrier and otherassociated work.

Amount: $3,352,998.00

Contractor: JPC Group, Inc.228 Blackwood Barnsboro RoadBlackwood, NJ 08012

Other Bidders: A.P. Construction $4,018,905.00South State, Inc. $4,262,594.75Railroad Construction $4,331,245.00Company, Inc.Seravalli Inc. Contractors $4,337,700.00

Engineers Estimate: $4,905,572.50

PURPOSE: To repair deteriorated concrete of the portal walls and installation of abridge barrier in the Benjamin Franklin Bridge 5th Street Tunnel(Philadelphia).

BACKGROUND: While the Contractor was performing Contract No. BF-37-2013,concrete deterioration of the portal walls was observed and confirmedby sounding. The progression of the work under the existing contracthas been stopped because the wall surfaces need to be rebuilt. This wasan unforeseen condition requiring an extensive cost increase and giventhe nature of the work it is advantageous to the Authority to rebid theproject.

SUMMARY STATEMENT Contract No. BF-45-2016, BenjaminO&M 2/2/16 Franklin Bridge 5th Street Tunnel Priority

Wall Repairs______________________________________________________________________________

The work under this contract will include demolition of deterioratedconcrete of the portal walls, installation of a bridge barrier, blastcleaning and painting the lead coated steel surfaces of the concreteencased columns and overhead stringers, sidewalk reconstruction,replacement of tunnel lighting, crack repairs and other associatedwork.

This Summary Statement and Resolution will be amended on receiptof the bids and prior to the February 17, 2016 Board meeting.

The project was publicly advertised and bid documents were offered tothe public beginning on February 1, 2016 with a bid opening date ofFebruary 11, 2016. Ten (10) sets of documents were sold. A total of five(5) bids were received. The lowest responsive and responsible bid wassubmitted by JPC Group, Inc. in the amount of $3,352,998.00.

Staff has completed the evaluation of bids and recommends that thecontract be awarded to JPC Group, Inc. in the amount of $3,352,998.00as the lowest responsive and responsible bidder.

SUMMARY: Amount: $3,352,998.00Source of Funds: 2013 Revenue BondsCapital Project #: BF1002Operating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: 100 calendar daysOther Parties Involved: N/AEstimated Number ofJobs Supported: 100


Board Date: February 17, 2016Contract No. BF-45-2016, Benjamin Franklin

Bridge 5th Street Tunnel Priority Wall Repairs

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authorityaccepts the bid of JPC Group, Inc. to perform priority concreterehabilitation of the Benjamin Franklin Bridge 5th Street Tunnel(Philadelphia) portal walls, installation of a bridge barrier and otherassociated work, and that the proper officers of the Authority be and herebyare authorized to negotiate a contract with JPC Group, Inc. for the requiredwork in an amount not to exceed $3,352,998.00, as per the attached SummaryStatement; and be it further

RESOLVED: The Chairman, Vice Chairman and the Chief Executive Officer mustapprove and are hereby authorized to approve and execute all necessaryagreements, contracts, or other documents on behalf of the DRPA. If suchagreements, contracts, or other documents have been approved by theChairman, Vice Chairman and Chief Executive Officer and if thereaftereither the Chairman or Vice Chairman is absent or unavailable, theremaining Officer may execute the said document(s) on behalf of DRPAalong with the Chief Executive Officer. If both the Chairman and ViceChairman are absent or unavailable, and if it is necessary to execute the saiddocument(s) while they are absent or unavailable, then the Chief ExecutiveOfficer shall execute such documents on behalf of DRPA.

SUMMARY: Amount: $3,352,998.00Source of Funds: 2013 Revenue BondsCapital Project #: BF1002Operating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: 100 calendar daysOther Parties Involved: N/AEstimated Number ofJobs Supported: 100

SUMMARY STATEMENT

ITEM NO. : DRPA-16-024 SUBJECT: PARTSWG TransitContract Intelligence Analysts, Phase IV




PROPOSAL: That the DRPA Commission authorizes staff to enter into anagreement not to exceed $620,000 with CRA Inc., a GSAvendor, to provide contract, transit related, homeland security,intelligence analytical services on behalf of the PhiladelphiaArea Regional Transit Security Working Group agenciesutilizing FY 2015 federal transit security grant funding.

PURPOSE: To enter into an agreement with CRA Inc. on behalf of thePhiladelphia Area Regional Transit Security Working Groupto provide real-time intelligence services with regard to transittips, crime data, and homeland security incidents. FY 2015DHS Transit Security Grant Program funding is providing thefull amount of the contract cost.

BACKGROUND: The Transit Security Grant Program (TSGP) provides grantfunding to the nation’s key high-threat urban areas to enhancesecurity measures for their critical transit infrastructureincluding bus, ferry and rail systems. It is one of six grantprograms that constitute the Department of HomelandSecurity (DHS) transportation infrastructure securityactivities. These grant programs are part of a comprehensiveset of measures authorized by Congress and implemented bythe Administration to help strengthen the nation’s criticalinfrastructure against risks associated with potential terroristattacks. The TSGP is an important component of theDepartment’s effort to enhance the security of the Nation’scritical infrastructure. The program provides funds to ownersand operators of transit systems (which include intra-city bus,commuter bus, and all forms of passenger rail) to protectcritical surface transportation infrastructure and the travelingpublic from acts of terrorism, major disasters, and otheremergencies. The Philadelphia Region encompassesSoutheastern Pennsylvania, Southern New Jersey, and aportion of Delaware. The Philadelphia Region is considered aTier I region, that is it receives the highest priority for thesefederal grants. The Philadelphia Area Regional Transit

SUMMARY STATEMENT PARTSWG Transit Contract IntelligenceO&M 2/2/2016 Analysts, Phase IV

Security Working Group (PARTSWG) is comprised ofrecipient representatives of DRPA/PATCO, SEPTA, DART,and NJT. The DRPA has been the chair of the working groupsince its inception in 2005 and has been applying for allregional projects. PARSTWG votes to share projects as aregional effort. This status as a regional project often allowsDRPA/PATCO to receive aid in the area which it would nothave qualified for alone. Additionally, since the DRPA isadministering these regional projects, the agency is eligible forthe Management and Administration portion of these grants.

This project sustains the “transit desk” or “transit bureau” atthe Delaware Valley Intelligence Center “DVIC” by providingthe necessary trained intelligence analysts as staff for transitrelated intelligence activities. The desk reports significant andrelevant findings to the prescribed representatives from thesignatories of the PARTSWG Regional CooperativeAgreement; to other “fusion centers” such as the PennsylvaniaCriminal Intelligence Center (PaCIC), the New JerseyRegional Operations Intelligence Center (NJ ROIC); as well asthe FBI’s Joint Terrorism Task Force (JTTF). The TransitBureau creates a new sector specific capability in order toanalyze data, review trends and incidents, and process anddistribute this raw intelligence into usable, actionable, andlegal reports used to detect, deter, and prevent homelandterroristic acts on the region’s transit rail lines, buses, andtrolleys. The City of Philadelphia (Philadelphia PoliceDepartment) is the project manager for this project and willhave routine and daily control of the contractor’s employees insupport of their mission.

SUMMARY: Amount: $620,000 (100% grant funded)Source of Funds: FY 2015 TSGP GrantCapital Project# N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: 08/31/2018Other Parties Involved: City of Philadelphia, FEMA,

TSA, DHS, PARTSWG, DRPA


Board Date: February 17, 2016PARTSWG Transit Contract Intelligence Analysts, Phase IV

RESOLUTION

RESOLVED: That the DRPA Commission authorizes staff to enter into anagreement not-to-exceed $620,000 with CRA Inc., a GSAvendor to provide contract, transit related, homeland security,intelligence analytical services on behalf of the PhiladelphiaRegional Transit Security Working Group agencies who aresignatories to the PARTSWG Regional CooperativeAgreement using FY 2015 federal transit security grantproceeds.

RESOLVED: The Chair, Vice Chair and the Chief Executive Officer mustapprove and are hereby authorized to approve and execute allnecessary agreements, contracts, or other documents on behalfof the DRPA. If such agreements, contracts, or otherdocuments have been approved by the Chair, Vice Chair andChief Executive Officer and if thereafter either the Chair orVice Chair is absent or unavailable, the remaining Officer mayexecute the said document(s) on behalf of DRPA along with theChief Executive Officer. If both the Chair and Vice Chair areabsent or unavailable, and if it is necessary to execute the saiddocument(s) while they are absent or unavailable, then theChief Executive Officer shall execute such documents on behalfof DRPA.

SUMMARY: Amount: $620,000 (100% grant funded)Source of Funds: FY 2015 TSGP GrantCapital Project# N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: 08/31/2018Other Parties Involved: City of Philadelphia, FEMA,

TSA, DHS, PARTSWG, DRPA

SUMMARY STATEMENT

ITEM NO.: DRPA-16-025 SUBJECT: One (1) 2016 Johnston VTStreet Sweeper




PROPOSAL: That the Board authorizes staff to negotiate a purchase contract withU.S. Municipal, 461 Glennie Circle King of Prussia, PA.,19406, for thepurchase of one (1) 2016 Johnston VT Street Sweeper in the amount of$269,758.00.

PURPOSE: To provide replacement 2016 Johnston VT Street Sweeper in order tokeep the Authority’s fleet operational and to maintain the DRPAfacilities.

BACKGROUND: The 2016 Johnston VT Street Sweeper is being purchased under theCommonwealth of Pennsylvania’s Co Star Contract #019-025. Pastexperience has shown that state contract pricing is the most cost effectivemeans of purchasing vehicle and equipment because pricing is quantitybased. The 2016 Capital Budget includes funding for the purchase ofOne (1) Johnston VT Street Sweeper.

SUMMARY: Amount: $269,758.00Source of Funds: General FundCapital Project #: F66116Operating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: N/A


Board Date: February17, 2016One (1) 2016 Johnston VT Street Sweeper

RESOLUTION

RESOLVED: That the Board authorizes staff to negotiate a contract with, U.S.Municipal, 461 Glennie Circle King of Prussia, PA.,19406, for thepurchase of one (1) 2016 Johnston VT Street Sweeper in the amount of$269,758.00.

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: $269,758.00Source of Funds: General FundCapital Project #: F66116Operating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: N/A

SUMMARY STATEMENT

ITEM NO.: DRPA-16-026 SUBJECT: (2) 2016 Kubota TractorModel M7060HDC 2016 Kubota Tractor(1) Model B2650HSDC




PROPOSAL: That the Board authorizes staff to negotiate a purchase contract withCH Waltz Sons, Inc., 6570 State Road 973 East, Cogan Station, PA,17728, for the purchase of two (2) 2016 Kubota Tractors, model #M7060HDC in the amount of $97,194.90 ($48,597.45 each) and one (1)Kubota Tractor model #B2650HSDC in the amount of $33,873.58. Totalprice for all three (3) Kubota Tractors is $131,068.48.

PURPOSE: To provide replacement Kubota Tractors in order to keep Authorityfleet operational, maintain facility roadways and to provide a safepassage during the winter season.

BACKGROUND: The 2016 Kubota Tractors are being purchased under theCommonwealth of PA Contract #4400011361. Past experience hasshown that state contract pricing is the most cost effective means ofpurchasing vehicle and equipment because pricing is quantity based.The 2016 Capital Budget includes funding for the purchase of three (3)Kubota tractors.

SUMMARY: Amount: $131,068.48Source of Funds: General FundCapital Project #: B16003, B16009, B16013Operating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: N/A


Board Date: February 17, 2016(2) 2016 Kubota Tractor Model M7060HDC(1) 2016 Kubota Tractor Model 2650HSDC

RESOLUTION

RESOLVED: That the Board authorizes staff to negotiate a purchase contract withCH Waltz Sons, Inc., 6570 State Road 973 East, Cogan Station, PA,17728, for the purchase of two (2) 2016 Kubota Tractors model#M7060HDC in the amount of $97,194.90 ($48,597.45 each) and one (1)Kubota Tractor model #B2650HSDC in the amount of $33,873.58. Totalprice for all three (3) Kubota Tractors is $131,068.48.

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: $131,068.48Source of Funds: General FundCapital Project #: B16003, B16009, B16013Operating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: N/A

SUMMARY STATEMENT

ITEM NO.: DRPA-16-027 SUBJECT: (3) 2016 Ford Escapes and(1) 2016 Ford Transit Van

COMMITTEE:



PROPOSAL: That the Board authorizes staff to negotiate a purchase contract withMcCafferty Ford, 6320 Carlisle Pike, Mechanicsburg, PA, for thepurchase of three (3) 2016 Ford Escapes AWD Vehicles in the amount of($23,407.00) $70,221.00 and one (1) Ford 2016 Transit Van 250($35,000.00) total of $105,221.00.

PURPOSE: To provide replacement vehicles to keep the Authorities fleet operationaland able to maintain the facilities and roadways.

BACKGROUND: The 2016 Ford Escapes and Ford Transit van vehicles are beingpurchased under PA -State C0-Stars Contract 026-055. Past experiencehas shown that state contract pricing is the most cost effective means ofpurchasing vehicles and equipment because pricing is quantity based.The 2016 Capital Budget includes funding for the purchase of three (3)Escapes and one (1) Ford Transit Van Vehicle; for the PATCO &Construction & Maintenance Department.

SUMMARY: Amount: $105,221.00Source of Funds: General FundCapital Project #: F00716, F56516, F03016, F03316Operating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: N/A


Board: February 17, 2016Three (3) 2016 Ford Escape

and One (1) Ford Transit Van

RESOLUTION

RESOLVED: That the Board authorizes staff to negotiate a contract with, McCaffertyFord, 6320 Carlisle Pike, Mechanicsburg, PA for the purchase ofthree(3) 2016 Ford Escapes AWD Vehicles in the amount of ($23,407.00)$70,221.00 and one (1) Ford 2016 Transit Van 250 ($35,000.00) total of$105,221.00.

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) whilethey are absent or unavailable, then the Chief Executive Officer shallexecute such documents on behalf of DRPA.

SUMMARY: Amount: $105,221.00Source of Funds: General FundCapital Project #: F00716, F56516, F03016, F03316Operating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: N/A

FINANCE



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Finance Committee Meeting


Wednesday, January 13, 2016

Commissioners:

Jeffrey Nash, Esq., Finance Committee ChairmanTimothy A. Reese, Pennsylvania State Treasurer

(via telephone)Elinor HaiderRohan HepkinsVictoria Madden (for Pennsylvania Auditor General

Eugene DePasquale) (via telephone)Charles FentressRicardo Taylor

Others Present:

Amy Herbold, Senior Counsel, New Jersey Governor'sAuthorities Unit

Chelsea Rosebud Guzowski, Director of Economic andStrategic Initiatives, Pennsylvania Office of theBudget

David Dix, Assistant to DRPA/PATCO Chairman Ryan BoyerKatherine Clupper, Managing Director, Public

Financial ManagementKim Whelan, President, Acacia Financial Group

DRPA/PATCO Staff:

John Hanson, Chief Executive OfficerMaria Wing, Deputy Chief Executive OfficerRaymond Santarelli, General Counsel & Corporate

SecretaryKristen Mayock, Deputy General CounselStephen Holden, Deputy General CounselKathleen Vandy, Assistant General CounselRichard Mosback, Assistant General Counsel

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DRPA/PATCO Staff: (continued)

James White, Chief Financial OfficerToni Brown, Chief Administrative OfficerDavid Gentile, Inspector GeneralChristina Maroney, Director, Strategic InitiativesKyle Anderson, Director, Corporate CommunicationsJohn Rink, General Manager, PATCOOrville Parker, Manager, Budget/Financial AnalysisAmy Ash, Contract Administrator, Contract

AdministrationSusan Squillace, Manager, Procurement & Stores,

DRPA/PATCOSheila Milner, Administrative CoordinatorElizabeth McGee, Acting Records Manager

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I N D E X

Page

Roll Call 4

Financial Update 5

Actionable Items (SS&Rs)

Authorization for Extension of StatedExpiration Dates of Letters of Credit for2008A, 2010B, and 2010C Revenue Refunding Bondsand Disseminate RFPs for Alternate orReplacement Liquidity Structures for 2008B,2010A, 2010B, and 2010C Revenue Refunding Bonds 29

Modification of Current Temporary WorkersContracts 35

Records Management Consultant Services 40

Executive Session 42

Compensation for Specialty Legal Services 43

Adjournment 44

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(9:08 a.m.)

CHAIRMAN NASH: I'm going to call the meeting

of the Finance Committee to order. Please call the

roll.

MR. SANTARELLI: Thank you, Mr. Chairman.

CHAIRMAN NASH: You're welcome.

MR. SANTARELLI: Chairman Nash?

CHAIRMAN NASH: Here.


TREASURER REESE: Here.


COMMISSIONER HEPKINS: Here.

MR. SANTARELLI: Commissioner Haider?

COMMISSIONER HAIDER: Here.

MR. SANTARELLI: Commissioner Madden?

COMMISSIONER MADDEN: Here.

MR. SANTARELLI: Okay. Commissioner DiAntonio

notified us he won't be joining us this morning, and

Commissioner Sweeney also. You have a quorum.

CHAIRMAN NASH: Thank you very much. Happy

New Year, everybody.

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COMMISSIONER HEPKINS: Happy New Year.

CHAIRMAN NASH: We're going into another great

year at the Delaware River Port Authority and PATCO.

We have four items on the agenda today. First is the

financial update by Mr. White.

MR. WHITE: Good morning, everyone, and a

Happy New Year. I'd like to take you through two

documents this morning. Number one is the financial

summary, which hopefully everybody has a copy of. And

then I just wanted to take you through very, very

quickly, some of the financial accomplishments and

achievements that DRPA staff and the Finance Committee

achieved in 2015.

If you're looking at the DRPA Unaudited

Financial Summary in the January 2016, Finance

Committee meeting package, you'll see DRPA traffic and

toll revenues are at least two percent above both in

terms of traffic and revenues. This is through

October year-to-date.

If you look at the traffic increase or

decrease from the prior month, there is a 116,000

vehicle increase from the previous month, and the

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revenues were up $526,000 from the previous month.

What you'll see in a few minutes is that we just had

an exceptional year in terms of traffic. This was

partially due to the lack of inclement weather, but

also our growth was even higher than anticipated by

the traffic study we did a few years ago.

Year-to-date through November 30th, PATCO

ridership is above last year by 105,000 riders and net

passenger revenues are $500,000 above last year. So,

between the DRPA and PATCO, these are exceptional

numbers, from my perspective.

CHAIRMAN NASH: I have a question on the

bridge tolls. I saw an interesting statistic that the

Tacony-Palmyra has been down about five percent since

they raised their tolls. What's the increase, if any,

to the Betsy Ross and other bridges because of that?

MR. WHITE: Actually, we have seen some

increase. As you look at some of the overall traffic

numbers, we’re up around two percent. We have done

some spot looking at that, and I think that we have

seen some changes in terms of Betsy Ross, but I do not

believe that we have seen a five percent increase

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related to that.

So there has been an increase. There has been

a shift of some sort. But all of that traffic has not

come to the Betsy Ross, from what I can see.

MR. HANSON: The Betsy Ross Bridge traffic is

up. It's something that both Finance and Val Bradford

at the Ben Franklin and Betsy Ross Bridges have

identified. And although the trend is that our

traffic is increasing, typically the Betsy Ross Bridge

has not -- since the tolls have gotten so far out of

alignment -- participated in those types of increases.

So it is a significant thing that we're seeing an

increase there.

I would say that because of the fact that the

Betsy Ross Bridge hasn't typically participated in

those increases that it probably is due, to a large

extent, to the increase in tolls on the Tacony-Palmyra

Bridge.

MR. WHITE: In terms of budget versus actual,

DRPA traffic was 1.2 million vehicles through October

31st, which was higher than budget. DRPA toll revenues

were a whopping $12.1 million above budget. What we

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typically do when we budget for traffic and for

revenues is to take a decrement of around $3 million,

in anticipation of negative traffic and revenues due

to snow. We did not really see that impact.

But the large increase in the toll revenues

especially is due to the fact that: number one, we

tend to be conservative in our estimates; and, number

two, traffic is around 2, almost 2½ percent above last

year and the average toll is up. So, we've had an

exceptional year in terms of traffic and I believe

that that trend will continue once we get the November

and December numbers.

TREASURER REESE: Amazing numbers, Jim.

MR. WHITE: Yes, it is, really. I mean I'm

very, very surprised at the numbers at this point.

And, again, even if you look at the 2016 budget, we

still tend to be fairly conservative. But if you look

at the traffic study that we had done a couple of

years ago, they're expecting roughly a .4 percent

increase over a period of years.

TREASURER REESE: Right.

MR. WHITE: And we've actually seen that

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increase in the traffic in one year, as opposed to a

five-year trend.

TREASURER REESE: Right, in really almost less

than a year.

MR. WHITE: Yes, exactly right, exactly right.

So, of course, I'm happy, and that means more money

going to the General Fund and more money to fund the

Capital Program.

On the PATCO ridership versus budget through

November, it's minus 134,000 passengers. Net revenues

are up $206,000 in terms of net passenger revenues,

again against budget. John, do you want to comment on

the December numbers?

MR. RINK: Sure. Ridership for the entire

year of 2015 was more than 162,000 over last year's

budget, so that’s a 1.6 percent increase. In

actuality, we were under our budget by 30,500 or .3

percent. However, if you take into account that on

June 24, 2015, we lost almost 27,000 riders due to our

storm, we are within 3,000 of our budget figure. So,

good signs on our end.

MR. WHITE: John, correct me if I'm wrong, but

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I would say that over the last couple of months we're

seeing a recovery on the ridership side to an extent

that I didn't expect us to get up to -- the budgeted

numbers. But we effectively have done that except for

the inclement weather. Right?

MR. RINK: Yes. We're ending the year 2015 on

a positive trend; ending upwards for the first time in

four years.

COMMISSIONER HEPKINS: Didn't we take a hit

with the papal visit, too?

MR. RINK: We did have increased ridership for

Saturday and Sunday, but that offset the losses on

Monday and Friday.

MR. WHITE: The next couple of things I want

to focus on are in terms of the Project Fund and the

General Fund --

CHAIRMAN NASH: Can I ask you a question

before you get off of PATCO?

MR. WHITE: Yes, sure.

CHAIRMAN NASH: What was the estimated revenue

budgeted for this year? We budgeted in 2015, $9.3/

$9.4 million?

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MR. WHITE: I'm not sure I have that total.

CHAIRMAN NASH: You don't have to get it this

minute, but I'm curious to see if you are staying on

the 2015 budgeted number or if you went back to the

actuals.

MR. WHITE: For our 2015 budget, we had PATCO

fares and revenues of $26,007,000. Now, I don't have

that broken out between the advertising and the fares

there, so I'll have to come back to you to give you

more clarification.

MR. HANSON: What I recall in my conversations

with John Lotierzo is that we had budgeted higher

ridership for 2016, right?

MR. RINK: Yes.

MR. HANSON: And 2015 in anticipation. I

think that's the question, right? Both because of the

ridership trend and because we're no longer doing the

Track Rehab Project, we've budgeted a higher number of

riders. I'm not exactly sure what that number is, but

I know I had that conversation with John Lotierzo, who

is the director of Finance.

MR. WHITE: Yes, that's correct. For 2016 the

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numbers are higher as a result of being finished with

the Track Rehab Project, that's correct.

I want to call your attention again to the

Project Fund Balances and the General Fund balances.

One thing you'll note in terms of the General Fund --

and I'll talk about this in a minute -- the General

Fund increased around $48 million last year; that’s ,

again the unaudited numbers. You'll see a decrease

during the month of December, but that decrease is

because we contributed $5 million to our OPEB, Other

Post-Employment Benefit Trust Fund. So, in effect,

the December numbers were up as well.

MR. HANSON: I just want to be clear on that

point; that's money we still have. We just moved it

out of the General Fund and into an irrevocable trust

for other post-employment benefits. The cash that we

possess hasn't decreased. We just moved it and

dedicated it to the purpose of other post-employment

benefits.

MR. WHITE: Right. If you look at the total

bond debt by type, as of December 31, total debt is

roughly $1.5 billion. As of January 1st, that number

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is going to drop by another $50 million as our bonds

amortize downwards and we make various principal

payments on January the 1st.

If you will look at our total swap valuation,

you'll see that that swap valuation is a negative

$140 million. That's a change from December 31, 2014.

Again, even as the bonds amortize, so does the

notional value on the swaps. So, as of January 1st,

the notional principal amount of the swaps is down to

around $448 million; this is versus roughly $800

million when the swaps first were initiated or

executed.

MR. HANSON: With the way our swap is set up,

the other determinative value is that as interest

rates rise value will decrease. But we did just

amortize a significant piece of it at the end of last

year/beginning of this year.

CHAIRMAN NASH: Jim, can you give us a brief

update on Moody's standard rules as to our bond

rating?

MR. WHITE: Yes. In terms of our bond rating,

S&P moved our ratings in 2013. S&P affirmed our bond

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ratings in December 2014. At the end of the year,

John Hanson and I had some conversations with the new

analyst, who reaffirmed our rating. That's an area I'd

like to target for this year and perhaps have more

dialogue with Moody's to see if we can perhaps improve

the Moody's ratings. But our ratings are very strong.

They look at a number of things, but certainly

when you look at Moody's, they cited the swap novation

that we did, which puts us in a much more secure place

in terms of our swap exposure. They look at our

liquidity -- the amount of funds that we have from a

liquid perspective. They also made mention of those

funds which we segregated into a pay-go Capital Fund

and the fact that over the past 10-plus years we have

been under budget. Those were the factors that they

cited in reaffirming our numbers.

MR. HANSON: I've spent a lot of time talking

to the rating agencies over the years about our bond

rating and Jim has also been very involved. We have

our financial advisors are with us today: Kathy

Clupper from Public Financial Management and Kim

Whelan from Acacia Financial. I think we all agree

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that we're underrated compared to very similar

organizations, based on the strength of our

financials.

Now, I'm not going to speak for anybody but

myself and my conversations with the rating agencies.

What it seems to come down to is the press that we

have gotten over the years. They just don’t have a

lot of faith in our judgment, which is extremely

frustrating to me because irrespective of what

happened in the past, the financials have continue to

improve. I'm going to take a minute here to get on my

soapbox, Jim.

MR. WHITE: Sure.

MR. HANSON: The financials have continued to

improve and we have a long record of success now. We

came from a place in 2008 where we were literally

staring down bond trustees, bond insurers and

investment bankers who wanted to collateralize more

money than we had, or the entire amount of the General

Fund.

We fended that off; that's well behind us now.

We've got a General Fund that's got more than

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$500 million in the bank due to the responsible

actions of the Board and the staff on the financial

side. It’s also due to the way that we maintain the

bridges, the way we maintain the railroad line. If

not for the fact that we keep those bridges in

excellent condition -- we keep them safe, serviceable,

and secure and they are the first places that are free

of snow in every storm -- we wouldn't be talking about

a 2 percent increase in traffic.

It's this entire ensemble at DRPA and PATCO --

from the Board down to the people who work on the

bridges and on the train lines -- who make it work.

Especially the executive team, who work every day to

make sure that wherever we have shortfalls, wherever

we have gaps, wherever we're under-resourced, we find

a way to make it up. We've got a long record of

financial success. Because of some articles in the

press that I think are there to sell newspapers,

because no matter what people have said or done, we've

always done the right thing, but that's what you keep

hearing about.

I don't know, Kim or Kathy, if you want to

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comment on that. It's very frustrating to me.

MS. CLUPPER: I agree with Jim's conclusion

that it would be very helpful to go back to the rating

agencies this year with the trends and new traffic

figures. But, the rating agencies remember the budget

fights and the economic development funds, and that's

what's in their heads. That's really history now. I

think you have to just keep going back and back and

back.

MS. WHELAN: The consistency with

administration, I think, is really going to help. I

agree with Kathy, I think it's time to go back and ask

for a new rating.

MR. WHITE: Right. So our plan would be that

we meet with them in June or so, do a presentation,

and hopefully we can see some more movement there.

CHAIRMAN NASH: I'm so grateful that the

commuter discount didn't cause a calamity.

MR. WHITE: How did I know that was coming?

At the section above, the first section, you'll

actually see what the ratings are to the revenue

bonds. Moody's were A3 stable. S&P were A+. For the

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PDP bonds or Port District Project bonds, they are

Baa3 stable and BBB+ on S&P. On the PDP bonds, S&P

moved us up from BBB- a couple of years ago. So,

that's a very, very positive trend.

TREASURER REESE: Hey, John?

MR. HANSON: Yes?

TREASURER REESE: Is Chairman Ryan Boyer with

us, as well?

MR. HANSON: No.

CHAIRMAN NASH: No, he's not.

TREASURER REESE: No. Maybe we can schedule a

meeting with you, me, and Chairman Boyer. I have

something I want to share with you that may be helpful

in terms of imagining.

MR. HANSON: That's great. I'll ask Nancy to

schedule that.

TREASURER REESE: Okay.

MR. HANSON: Thank you, Treasurer.

MR. WHITE: We have entered a new year and I

want to review what we accomplished during 2015. I

distributed to the Finance Committee a document called

‘Financial Accomplishments and Achievements for 2015.’

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Beyond the traffic and revenue increases, we had a

banner year in terms of the things we were able to

accomplish. I broke it down to a couple of

initiatives. I'm not going to go through the whole

document, but you can certainly look at it at your

leisure.

In terms of E-ZPass initiatives, we did the

commuter discount. We implemented that on

December 1st. The Finance Committee also us gave

authorization to do programming for the E-ZPass to

delay transaction processing. I believe that's

finished; we just need to have some training on it. We

believe that's going to bring in hundreds of thousands

of dollars in additional revenue capture for 2016.

On the debt and the swap side, we extended the

Barclay's loan extension. We did the swap novation.

We got authorization from the Board and executed a

transaction that surprised us by bringing in a

$1 million gross payment from the two new

counterparties, for a net of over $850,000 after fees

were paid. The DRPA, as a result, is in a much more

strategic position vis-à-vis the swaps.

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We talked about Moody's affirming our DRPA

ratings. We are in the process of looking at LOC

restructuring. In fact, that's the next thing we'll

be talking about, the resolution to give us authority

to move forward relating to our LOC portfolio.

On the economic development side, you can see

this section called ‘Economic Development Exit.’

Credit for a lot of the work here goes to our legal

staff; Kristen Mayock, particularly when she was

Acting GC and also Ray towards the end of the year. We

got money from the Victor loans payout. The LEAP loan

payoff happened in December; both principal and

interest was paid down. We were able to discharge the

NJEDA loan guaranty, which was $10 million. We had to

reserve for this in our General Funds, so the

discharge basically frees up $10 million in reserves.

We assisted the Battleship New Jersey; as a result of

our 10-year loan guaranty, we were able to help them

reduce their debt or their debt payments by around 250

basis points. With the help of Commissioner Haider

and particularly Chairman Boyer, we were able to

participate in the CCI Stadium restructuring and

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essentially help to facilitate that deal.

There were a number of things that we are

required to do in terms of the bond indenture

compliance, so those things are mentioned there. On

the insurance side --

TREASURER REESE: Jim?

MR. WHITE: Yes?

TREASURER REESE: Can we slow down just a

second? I think you're now to another category. On

the economic development exit --

MR. WHITE: Yes?

TREASURER REESE: As I recall, on that large

document that was put together on the past economic

development activities, -- some of it sounds like new

economic development, which I thought we were going to

stay out of, and some of this it seems like it goes

back to the old economic development. Is that

correct?

MR. WHITE: Particularly, for example, Victor

Lofts and LEAP, these were old economic loans.

MR. HANSON: Hold on for one second. I just

want to make this really clear. There is no new

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economic development. All of our efforts have been

focused on exiting the program because: number one, we

don't do it anymore; number two, it is a huge drain on

the operation, particularly the Finance and Legal

staffs, including, as Jim mentioned, Ray, Kristen,

Steve Holden, Rick Mosback, Kate Vandy, and a whole

other group there.

So, I just want to be really clear, there is

no new economic development and there hasn't been for

a long time. We're desperately trying to close the

books on economic development.

TREASURER REESE: Okay, great. Thank you.

Thank you, John. So this really goes back to the

denominator, if you will. That number, was it around

$300 million in economic monetary value out there?

MR. HANSON: Higher than that.

MR. WHITE: It was higher than $300 million.

When you pull together the PDP bonds and other

funding, it was --

MR. HANSON: Swap funding and then --

MR. WHITE: Swap funding, that's correct, it

was around $40 million in swap funding. It was, I

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would say, upwards of $400 million.

MR. HANSON: I think it was in the

$400 million range.

TREASURER REESE: As we work this thing down,

what percentage of this does this represent towards

the work-down of this $400 million?

MR. WHITE: I don't have the economic

development numbers in front of me, but I believe it

is less than $20 million, in terms of those projects

we are working on. In terms of the loans, I think we

may have still around $14 million or so in loans. BI

will clarify those numbers and get them to you.

TREASURER REESE: Okay, thank you.

MR. WHITE: Essentially, Victor Lofts and LEAP

did some restructuring of old leans and, as a result,

they paid down the economic development loans that

we've been carrying since around the early 2000s. Is

that clear? Treasurer Reese?

TREASURER REESE: Yes, I'm here. I think my

question was answered on the bigger thing, and it will

be answered when we get that other stuff.

MR. WHITE: Okay.

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COMMISSIONER HAIDER: Do we have an

expectation of what we'll recapture in 2016 from the

economic development funds?

MR. WHITE: Well, certainly, there will

continue to be loan pay downs in terms of principal

and interest. We made some payments against the

existing economic development projects late in the

year. I think some of those are winding down, but I

don't necessarily know where we stand in terms of the

projects overall.

CHAIRMAN NASH: Several months ago, we were

getting continuing paperwork that would tell us the

status of each of the economic development projects.

We should continue that. I don't know who was taking

on that responsibility.

MS. WING: I'm working to get that updated.

I'm primarily waiting for some additional data. There

were some extension requests that Legal is still

processing. So it's really just about getting my arms

around the files. It's unfortunately the process.

CHAIRMAN NASH: Rather comprehensive. When

you're ready to do that, bring it before the Finance

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Committee --

MS. WING: Yes.

CHAIRMAN NASH: -- we can go through each of

the projects and see where we are as we try to unwind

this as best we can.

MR. WHITE: Right. And, Maria, to the extent

that you need our help, obviously, reach out to us.

On the insurance side, led by CAO Toni Brown

and the Risk area, we had our annual renewals. One of

the key items was the AmeriHealth renewal which

resulted in an increase of only 1 percent on the

annual premiums. That really was significant. It

really helped us in terms of finalizing the budget.

Toni, anything you want to mention related to

that?

MS. BROWN: The only thing I want to add is

that we were also able to negotiate an increase in the

Wellness budget for an additional $5,000; so, we've

gone from $15,000 to $20,000. Those funds are

critical because they help to cover the cost of the

health fairs, the flu shots, and a lot of other

initiatives that we have underway that support our

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goal for a healthy and well workforce.

MR. WHITE: I’ll ask John Rink to talk

about the PATCO Freedom Cards. Our customers wanted

to use the credit/debit feature in our TVMs for paper

tickets. PATCO rolled that out in June 2015. John, do

you want to say anything about the success of that

program?

MR. RINK: We've seen a dramatic increase in

the use of credit and debit cards to purchase the both

single ride tickets and the roundtrip tickets. It's

been well received by our customers, especially those

that don't have a FREEDOM Card and want to go into the

City for an event. It's been a tremendous success for

us.

MR. WHITE: Great. Finally, other finance

initiatives. Obviously, we passed the budget. We had

to work against some challenging numbers, but we were

able to pass the Operating, PATCO and Capital Budgets.

I mentioned earlier the funding of the OPEB

Irrevocable Trust, $5 million this year and an

anticipated $5 million for next year, depending upon

the success of our numbers. The General Fund has

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grown. The pay-go Capital Fund grew roughly close to

$50 million.

We have continued below budget performance for

a significant time frame. My group, in cooperation

with Corporate Communications and the Print Shop,

received the Certificate of Achievement for Excellence

in Financial Reporting for the 23rd consecutive year.

And all staff has been actively involved in the SAP

implementation that began last Monday, January the

4th.

So, that's just a brief summary of the results

of the effective participation and partnership between

DRPA staff and the Finance Committee and, of course,

the Board. I want to thank you all for your support

in pushing for that agenda this year and last year.

CHAIRMAN NASH: Well, Jim, I think we should

thank you and your team for doing such an outstanding

job. The finances of this Authority are just

spectacular. And I do want to thank you. I know your

dedication. And just to see your eyes light up when

you see money coming into the General Fund -- every

person who crosses the bridge and pays $4 or $5 to get

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over the bridge should know how much care and

attention you take with their money. That's what the

public is looking for, someone to be careful and

prudent with their hard-earned money. I'm sure they

appreciate what you and your team have done.

MR. WHITE: I appreciate those comments. I

should also add, and John did mention this, that we

have our financial advisors with us today. Certainly

over the last three or four years, we have saved tens

of millions of dollars as a result of their advice. I

am indebted to the counsel that they bring to the

table, as well.

CHAIRMAN NASH: You're going to make them ask

for more money. Be careful when you say they saved us

tens of millions of dollars.

MR. WHITE: Just trying to spread the joy.

MS. WHELAN: I'm shedding a tear, too.

CHAIRMAN NASH: Well, of course, when I say

your team, I'm including our financial advisors who

have been with us for several years and have taken us

through the rocky times and some of the tidal waves

that we've overcome. So, to Kathy and Kim and your

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teams, thank you very much.

All right, any bad news?

MR. WHITE: We're overworked, but that doesn't

show up in the numbers.

CHAIRMAN NASH: The second item is the

‘Authorization for Extension of Stated Expiration

Dates of Letters of Credit 2008A, 2010B, 2010C Revenue

Refunding Bonds and Dissemination of RFPs for the

Alternate or Replacement Liquidity Structures’ for the

same list. Jim?

MR. WHITE: I sent a memo to Finance Committee

Commissioners because this is a very complex SS&R, but

there are some key things here that we're looking to

do. I'll ask either Kathy or Kim to make any comments

that they want.

Essentially, this has been our goal over the

last couple of years. We have a significant portfolio

of Letters of Credit that support our 2008 and 2010

Revenue Refunding Bonds; somewhere in the area

approaching $600 million. It has been John Hanson and

my goal to do as much as we can to diversify that

portfolio, perhaps have alternative structures, in

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order to diversify and reduce potential risk.

This year, we have three large LOCs that are

expiring. Those are the Bank of America, which

expires in July and Royal Bank of Canada and the Bank

of New York Mellon, both of which expire in March of

this year. Having these three expiring LOCs, gives us

an opportunity to either renew or to seek additional

or alternative structures.

MR. HANSON: Jim, if I could just for one

second?

MR. WHITE: Yes.

MR. HANSON: This deals with our variable rate

debt, which is connected to the swaps. As Jim said,

we have about $450 million in notional value of swaps

left, which means it's in hedging transactions with

$450 million of variable rate debt. That variable

rate debt is currently supported by Letters of Credit

from banks. But all of it is hedged that way through

variable rates with Letters of Credit, and we're

looking at possibly renewing some or all of that with

alternative products.

MR. WHITE: We essentially have three expiring

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LOCs that we have to do something with. This SS&R

provides the Authority with maximum flexibility and

authority to address the issue of the expiration of

the three expiring LOCs with those three banks. The

SS&R provides authority for the DRPA to issue an RFP

to banks and investment banks to provide us with LOC

structure and pricing, or the opportunity to propose

alternative financing structures related to the

Authority's Letters of Credit.

CHAIRMAN NASH: Proposed to whom? To us; to

the Board? You say it gives you the authority to

propose alternative structures.

MR. HANSON: To receive proposals.

MR. WHITE: To receive proposals. They would

propose to us, and then we would, of course, come to

the Finance Committee and the Board for final

approval.

MR. HANSON: One of the problems is that there

are changes in the regulations potentially coming that

would make LOCs more expensive. Our thought is that

we should not have all of our eggs in the LOC basket

in case it gets really expensive. So, we’re looking to

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diversify.

CHAIRMAN NASH: I'll defer to you on that

judgment. But do you need --

MR. WHITE: We need authority to extend the

maturities of our LOCs, particular with Royal Bank of

Canada and the Bank of New York. We have approached

the banks: The Royal Bank of Canada is willing to

extend the LOC which matures in March for five months

and the Bank of New York is willing to extend it for

three months. That will give us sufficient time to go

out and solicit information to either restructure or

renew the LOC portfolio. The Bank of America has

given us a proposal whereby we could extend for two to

four years.

MS. WHELAN: The goal would have been for all

three to agree to two to four years, but that would

have made it more straightforward. You would have to

do a whole new RFP. But it looks like two of the

banks are only willing to go out either three months

or five months. That's why we're asking for the

ability to submit a new RFP or seek alternative

structures.

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TREASURER REESE: That makes sense. I'm

following that.

COMMISSIONER HAIDER: I'd like to understand

what the alternative structures are that we're

discussing. I presume that you've had some banks

pitching some alternatives for a current --

MR. WHITE: Yes, that's correct.

MS. CLUPPER: They're likely going to be bank

loans. There are public alternative structures that

probably will not be all that viable. But we are

seeing bank loan structures that have a maturity much

longer than two or three years. Sometimes you can get

them out seven to ten years. They would look exactly

like the variable rate, but have the same tenders --

swaps, so it might be the same banks that would issue

the Letters of Credit.

MS. WHELAN: But some of the banks are just

getting out of the Letter of Credit market, right?

MS. CLUPPER: A Letter of Credit is a public

offering, so you have to tender the bonds back in,

issue a new official statement. It's like a little

mini-bond issue, so it is a public offering. If you

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do a private bank loan you don't have to get another

rating, you don't have to do another – you just enter

into another bank agreement with a bank --

MS. WHELAN: It's probably going to come down

to what's the most costly structure.

MR. WHITE: Right. So, again, the SS&R

essentially gives us maximum flexibility to, number

one, extend the LOC maturities-- particularly Royal

Bank and Bank of New York, and potentially with the

Bank of America. In the meantime, we can go out and

solicit additional proposals to look to potentially

restructure the LOC portfolio given some of the

changes going on in the market.

MR. HANSON: Jim, I would suggest as we're

going through this process that -- if Commissioner

Haider and Treasurer Reese are willing -- you should

communicate with them about ideas we're considering,

because they both have considerable knowledge in this

area.

MR. WHITE: Yes, that would be great, sure.

MR. HANSON: Treasurer, would that be all

right?

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TREASURER REESE: That's great.

MR. WHITE: We can use all the help we can

get, so I appreciate that. Any other questions?

CHAIRMAN NASH: There's been a resolution

proposed. Do you want it to go forward at this

meeting?

MR. WHITE: Yes.

CHAIRMAN NASH: There has been a motion. Is

there a motion to adopt?

COMMISSIONER HAIDER: So moved.

CHAIRMAN NASH: Is there a second?


CHAIRMAN NASH: All those in favor?

ALL: Aye.

CHAIRMAN NASH: So that will be on the agenda

for the Board meeting on 20th.

The third item is the Modification of Current

Temporary Workers Contracts. Toni?

MS. BROWN: Yes. Let me say that what we are

proposing is an interim solution to get us to June

2016, but I would like to provide some background for

you.

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We currently have contracts with three

staffing firms to provide us with temporary services.

Those firms are Accountants For You and Office Staff

For You, Accounting Principles, and Perry Resources.

These three contracts are set to expire in June 2016.

We use these firms to help us meet temporary

staffing needs of both DRPA and PATCO. For instance,

the Transit Ambassadors provide a welcoming presence

at our PATCO stations; the contract that covered their

services in the past expired in 2014. When that

contract was not renewed, a decision was made to cover

these services using existing, temporary staffing

services firms.

The Transit Ambassadors were recently used

during the PATCO Track Rehabilitation Project and the

Papal visit. They were also called upon recently to

conduct PATCO customer surveys in response to FTA

requirements that we have related to our Title 6

program.

In addition to this expanded use of the

Transit Ambassadors, we are also using temporary staff

to assist staff at DRPA and PATCO and to fill certain

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voids, especially as it relates to ERP training, while

staff is busy with ERP training and implementation.

We expect to need some temporary staffing services at

least for the next three months related to the ERP

transition.

Currently, the balance on the contract is

about $452,000. We are spending at the rate of about

$66,000 between the transit ambassadors and other

temporary staffing services needs.

We are requesting an additional $150,000 to

ensure that there will be adequate funding to meet

temporary staffing needs going forward until June

2016. That would get us to about -- if we continue to

spend at about the $66,000 a month rate, we would get

to about $400,000, and we want to make sure that we

don't find ourselves running short.

As I said at the beginning, this is an interim

solution. PATCO management recently posted an RFP for

Transit Ambassadors and a recommendation for a

contract is scheduled to be presented to this

Committee in March of 2016. DRPA management has also

recently posted a temporary staffing RFP and we expect

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to come to this Committee in April with a

recommendation.

So, we're confident we'll get to June if we

can get a slight modification of the not-to-exceed

amount in the amount of $150,000.

MR. HANSON: So this is no budgetary increase.

MS. BROWN: Right.

MR. HANSON: This reflects that we've leaned

more heavily on these contracts because, in some

cases, we haven't filled positions because people were

tied up at the DRPA, were tied up with the Papal

visit, etc. So it has been important to have the

Transit Ambassadors out there for the reasons that

Toni said in the area of finance, in the area of

purchasing. We can bring workers in on a temporary

contract to get the work done, to get POs enter,

analyses done. Work is being done while people are

being trained, but it is not going to increase the

budget. Also, we're not filling some positions right

now because the ERP is going to change the way we work

and people don't want to bring somebody into a

position that isn't going to continue to exist. So,

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we have relied more heavily on the contract, and we're

making the money up with positions that we're not

filling.

COMMISSIONER HAIDER: So effectively, this is

budget neutral if we look at and see the shifting.

MR. HANSON: Yes, it's budget neutral. We've

relied more on temporary staffing rather than filling

positions in large measure because of the changes that

we're anticipating will occur once we wrap our minds

around what the full impact of the ERP system

implementation will mean to us.

CHAIRMAN NASH: Are there any other questions?

COMMISSIONER HAIDER: I would just ask that

when we go back and look at the full cost of ERP

implementation at the end of the process and have a

moment of reflection on the whole project, -- I know

it has been a Herculean effort -- that we are

including this cost in that.

MR. HANSON: Yeah, that's great.

CHAIRMAN NASH: Any other questions? Seeing

none, there is a resolution on the table.

COMMISSIONER HAIDER: Move the motion.

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CHAIRMAN NASH: It has been moved. Is there a

second?



ALL: Aye.

CHAIRMAN NASH: Opposed? All right.

MS. BROWN: Thank you.

CHAIRMAN NASH: The last item is the Records

Management Consultant Services. That's to our

counsel?

MR. SANTARELLI: Thank you, Mr. Chairman.

We're asking that the Board of Commissioners authorize

staff to negotiate the terms of the contract with Iron

Mountain Consulting for records management consulting

services.

The request for proposal was prepared to

determine current market costs for such services. We

had a pre-proposal meeting on September 21st. Four

companies submitted: Concord, Imerge, Iron Mountain,

and Steven M. Lewis, Inc. There is a memorandum that

was circulated to the Committee that sets forth the

criteria that we used to evaluate them and the

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scoring.

Those firms responded to the request for

proposal and were reviewed under the criteria of:

experience with records retention; schedule creation;

policy and procedure manual creation; geographic area,

that is, their business location; their fees; the

timeline; and, staffing that they would provide.

CHAIRMAN NASH: Were they low bid?

MR. SANTARELLI: I'm sorry?

CHAIRMAN NASH: Were they low bid?

MR. SANTARELLI: They were also low bid.

CHAIRMAN NASH: And highest recommended?

MR. SANTARELLI: And highest recommended.

CHAIRMAN NASH: Is there a motion?




ALL: Aye.

CHAIRMAN NASH: Opposed? Okay.

CHAIRMAN NASH: There is a --

MR. SANTARELLI: We're going to discuss that

in Executive Session, Mr. Chairman, and then

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potentially bring it to the floor for a vote if the

Committee so decides.

CHAIRMAN NASH: Discussion of the procurement

process is in Executive Session?

MR. SANTARELLI: Yes.

CHAIRMAN NASH: How come?

MR. SANTARELLI: It involved legal counsel.

And in case anyone has questions, we have Mr. Mosback

here.

CHAIRMAN NASH: Well, then I'll take a motion

to go into closed session.


COMMISSIONER HAIDER: Second.


ALL: Aye.

CHAIRMAN NASH: Opposed? All right, we're in

Executive Session.



CHAIRMAN NASH: We're back in open session.

We have one item that is going to advance from the

Finance Committee to the Board meeting, and that is

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the change in compensation on one particular piece of

litigation. Do you want to identify that litigation?

MR. SANTARELLI: Yes, it's the LTK versus

Delaware River Port Authority litigation, pending in

the Court of Common Pleas, Montgomery County,

Pennsylvania. The law firm of Duane Morris is our

counsel on the matter.

CHAIRMAN NASH: And the purpose is that it is

complex litigation.

MR. SANTARELLI: Yes. It's a complex

litigation on a major capital project.

CHAIRMAN NASH: And according to Jim White, it

looks as though we'd be able to pay for the legal fees

through our capital expenditures.

MR. SANTARELLI: Yes, that is our

understanding.

CHAIRMAN NASH: To our Operating Budget.

MR. SANTARELLI: That is our understanding.

CHAIRMAN NASH: With that, is there a motion

to accept that?


CHAIRMAN NASH: Is there a second, please?

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ALL: Aye.

CHAIRMAN NASH: Opposed? The ayes have it,

and that will go on the January Board agenda. Is

there any other business that we need to address?

Seeing none, I'll take a motion to adjourn.


CHAIRMAN NASH: I'll second that. All in

favor?

ALL: Aye.

CHAIRMAN NASH: Any opposed? We're adjourned.

Thanks.

(Whereupon, the Finance Committee Meeting was

adjourned at 11:00 a.m.)

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Finance Committee on January 13, 2016, were held as

herein appears, and that this is the original

transcript thereof for the file of the Authority.

_________________________Tom Bowman, Reporter

FREE STATE REPORTING, INC.



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Finance Committee Meeting


Wednesday, February 10, 2016

Commissioners:

Jeffrey Nash, Esq., Finance Committee ChairmanRyan Boyer, Chairman of the DRPA/PATCO BoardsTimothy A. Reese, Pennsylvania State Treasurer

(via telephone until 10 a.m.)Elinor Haider (via telephone until 9:50 a.m.)E. Frank DiAntonioCharles FentressRicardo TaylorJohn Dougherty (for Pennsylvania Auditor General

Eugene DePasquale)

Others Present:

Victoria Madden, Chief Counsel, Pennsylvania AuditorGeneral Eugene DePasquale via telephone)

Christopher Howard, Chief Counsel, New JerseyGovernor's Authorities Unit

Chelsea Rosebud Guzowski, Director of Economic andStrategic Initiatives, Pennsylvania Office of theBudget

David Dix, Assistant to DRPA/PATCO Chairman Ryan BoyerArnold Alston, Vice President, Wells Fargo

DRPA/PATCO Staff:

John Hanson, Chief Executive OfficerMaria Wing, Deputy Chief Executive Officer (via

telephone)Raymond Santarelli, General Counsel & Corporate

SecretaryKristen Mayock, Deputy General Counsel

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Stephen Holden, Deputy General CounselKathleen Vandy, Assistant General CounselRichard Mosback, Assistant General CounselJames White, Chief Financial OfficerToni Brown, Chief Administrative OfficerDavid Gentile, Inspector GeneralChristina Maroney, Director, Strategic InitiativesKyle Anderson, Director, Corporate CommunicationsJohn Rink, General Manager, PATCOAmy Ash, Acting Manager, Contract AdministrationSheila Milner, Administrative CoordinatorElizabeth McGee, Acting Records Manager

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I N D E X

Page

Roll Call 4

Financial Update 5


Selection of Qualified Counsel to Provide LegalServices to DRPA and PATCO 18

Adjournment 20

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(9:10 a.m.)

CHAIRMAN NASH: I'd like to call this meeting

to order and ask the Corporate Secretary to please

call the roll.

MR. SANTARELLI: Good morning.

CHAIRMAN NASH: Good morning.

MR. SANTARELLI: Chairman Nash?

CHAIRMAN NASH: Here.


TREASURER REESE: Present.


COMMISSIONER DiANTONIO: Here.


COMMISSIONER HAIDER: Present until 9:50.

MR. SANTARELLI: Okay. Commissioner Taylor?

COMMISSIONER TAYLOR: Here.

MR. SANTARELLI: Commissioner Dougherty is

here.

COMMISSIONER FENTRESS: Yes, he's here.

MR. SANTARELLI: Board Chairman Boyer is also

present.

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COMMISSIONER FENTRESS: Yes, he just went in

the other room.




CHAIRMAN NASH: Very good. We're going to

start with the abbreviated form of the Financial

Update.

CHAIRMAN NASH: Mr. White, do you want to give

us an overview quickly?

MR. WHITE: Yes, I certainly will. We're

still reporting 2015 numbers. But, all- in-all,

traffic and revenues are still much above what we had

originally budgeted.

I want to make sure everybody has a copy of

the stat sheet. It should be in your agenda. If you

look, for example, at DRPA information through

November 30th, traffic in November was up $1.1 million

versus last year’s toll revenues. In total, November

year-to-date for 2015 was $8.5 million above November

year-to-date for 2014. So, again, we've been talking

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about how we have really outperformed 2014.

A lot of that is due to the fact that even

though there was some snow impact last year, it was

not significant. As we have discussed before, we

typically decrement three snow days, which is around

$2.5 million against in terms of the budget. So we're

getting around two million right there off-the-bat.

But, certainly, the major factor is that our traffic

is up two percent over last year, year-to-year.

Again, when we look back to a traffic study

that was done in late 2013, we were expecting growth

during this year of only 0.4 percent. So that

explains a lot of the differential in terms of the

year-to-year number. It also --

TREASURER REESE: Before you move on, can I

get a clarification, please?

MR. WHITE: Sure.

TREASURER REESE: So the DRPA toll revenue,

the $8.5 million year-over-year change, you said

that's $8.5 million in total?

MR. WHITE: That's correct, year-to-date,

that's correct.

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TREASURER REESE: First of all, that's

amazing. Would that really represent 3.14 percent,

though?

MR. WHITE: Unless I did something wrong in

the math, yes, I believe 3.14, one above 2014.

CHAIRMAN NASH: Right. It's $8.6 million over

the 272, the 3.14.

MR. WHITE: Treasurer?

TREASURER REESE: Yes, okay.

MR. WHITE: Are you good?

TREASURER REESE: I'm good, go ahead.

MR. WHITE: Okay, very good. So, again, I

wish I could take credit for these numbers, but

certainly I can't.

CHAIRMAN NASH: Might as well.

MR. HANSON: It's really the weather.

MR. WHITE: It's really the weather, right.

And lower gas prices.

CHAIRMAN NASH: Not really, not really,

because you incorporated three or four snow days, but

we lost two or three days of the weekend during the

Pope’s visit, so it kind of equals out. So, you can

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take credit for it.

COMMISSIONER TAYLOR: The weather or the Pope?

MR. WHITE: I will not object to that

statement. Okay, so on the PATCO ridership, again, we

started to see improvement toward the end of the year,

particularly as the bridge project was winding down.

So you see a year-to-year change of 162,000 riders.

Net passenger revenue was up almost 650,000 year-to-

date; this is through December 31. And so, again,

really, really great numbers on the PATCO side.

CHAIRMAN NASH: Especially considering that

you had to deal with that track rehab project.

MR. WHITE: Right.

CHAIRMAN NASH: Those numbers are spectacular.

MR. WHITE: Yes, they really are. Just for a

point of reference, if you pop down a couple of rows

and look at the PATCO ridership year-to-date against

budget, it's only around 31,000 below budget. But,

again, if you take into consideration that there was

some snow and I think around 27,000, if I remember

correctly, was related to bad weather in June or July.

MR. RINK: It was the storm in June where we

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were shut down and we lost power.

MR. WHITE: So really, unexpectedly, we

basically were pretty flat against the budget, which

is really amazing. The numbers are really excellent.

If you look at the operating expenses area,

you'll see that we are still 5.3 percent under budget.

However, we still have a number of 2015 numbers that

need to be accrued, so I expect that 5.3 percent total

under budget for DRPA and PATCO to be ultimately in

the two to three percent range. But, again,

historically, it might be 14 years in a row that we

have been under budget at least by, I would say, two

percent, two to four percent. So, again, some of that

is because of delays in procuring, but a lot of that

is just the Authority’s overall management of its

expenses.

TREASURER REESE: Right. Now, also, I have a

question again, Jim. Were there any fare increases

for PATCO in 2015?

MR. WHITE: No, no fare increases for PATCO.

The last PATCO fare increase, I think, was in 2011.

Is that correct?

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MR. RINK: Yes.

MR. WHITE: When we increased tolls in 2011,

we also increased PATCO fares by 10 percent.


MR. WHITE: And that was the last fare

increase.

TREASURER REESE: Okay, so no increase is on

these numbers. These are all driven by increased

ridership in total.

MR. WHITE: Exactly right. No fare or toll

increases during 2015.

BOARD CHAIRMAN BOYER: In fact, we had a toll

reduction.

MR. WHITE: Yes, to the Chairman's point, we

do have the commuter --

MR. HANSON: Frequent bridge user discount.

MR. WHITE: Yes, discount. But we won't

really see the impact of those numbers, I think, until

next year. Last time I looked at the sign-up numbers,

we were only around 60 percent. And in December, of

course, a lot of people are taking days off so they

don't qualify for the discount or the credit because

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of not having 18 trips. But to the Chairman's point,

we will see more impact certainly as we get into 2016.

Again, on the budget, we're in excellent

shape. The only other thing that I really wanted to

call to your attention is that on January the 1st, we

have principal and interest payments on our fixed and

variable rate debt. So those numbers that are showing

as of January 31, $1.487 billion in debt, reflect a

pay-down of roughly $50 million in principal on

January the 1st.


MR. WHITE: Treasurer, do you want to say

something?

TREASURER REESE: No. I'm just following

along. I recognize the significance. You pay down

50 --

MR. WHITE: $50 million.

TREASURER REESE: $50 million of that, okay.

MR. WHITE: Right. If you pop all the way

down to the bottom of the page, you will see that the

current notional amount for the active swaps has also

dropped down. This is because on the 2008 and 2010

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revenue refunding bonds -- which are supported by the

swaps -- amortize as well. So that number has

decreased as well, as of January the 1st. Actually,

it says total swap valuation of 12/31. That actually

should say January 31, 2016.

The only other thing I wanted to emphasize to

the Finance Committee is to thank you for passing the

resolution in January that gave us the ability to

extend our LOCs with Bank of America, Royal Bank, and

the Bank of New York Mellon. Essentially, the

extensions with Royal Bank and the Bank of New York

Mellon are like extensions of three to five months.

Royal Bank is August the 1st, and July the 1st is the

Bank of New York Mellon. So we are expediting. We're

starting to work on the agreements because we want to

be able to sign them. The agreements essentially are

saying we're just extending the terms --


MR. WHITE: -- for a couple of months after

the Governor's veto period, because these LOCs mature

in March and we want to make sure that everything is

in place before that expiration date.

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With the Bank of America we have a little bit

more time. We are looking at between a two- and four-

year term. Preliminarily, based on my conversations

with the FAAs and with bond counsel, it looks like we

should be able to save around $100,000 a year at the

present principal amount. But I want to do a little

bit more due diligence on Bank of America to make sure

we have the best deal and we have the best flexibility

in that agreement. So we have a little bit of time.

So, we are rushing forward in terms of the

Royal Bank of Canada and the Bank of New York Mellon

extensions, and Bank of America will then follow suit.

But, again, we have a little bit of flexibility there.

And then, after we get those extensions out of the

way, then we'll issue an RFP.

Again, the reason for the extensions is to

give us an opportunity --

TREASURER REESE: Time.

MR. WHITE: Time, exactly right, time to do an

RFP, to see if we're going to continue with our LOC

structure, or if there are some alternative financing

opportunities where we can -- as John and I have

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talked about for years -- diversify the LOC portfolio

perhaps into something more bank bond placements or

some other alternative.

CHAIRMAN NASH: What do you mean by that?

What alternative? Can you describe that?

MR. WHITE: I'm not really as astute related

to that, but there are various vehicles called FRNs

that would allow us to essentially do a private deal

with the bank rather than doing an LOC. The interest

rate structure is different from your typical LOC. So

we are going to get proposals that will get pricing on

the LOC. But we will also look at other investment

banks or banks that have an alternative structure to

see if, in fact, we can do a better deal. Because in

some of these vehicles, like the FRNs, you can go out

more than just the typical two to three years that you

can in the LOCs.

TREASURER REESE: Chairman Nash and Jim, I was

wondering if, like this year, wouldn't you think it

would be, because there are two parts to our finance

meetings: one, its operational where we read the

numbers; the numbers look great, by the way.

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MR. WHITE: Right.

TREASURER REESE: Outstanding work, in my very

short period of time. But, in the second part of the

meetings we should also have someone maybe look at the

-- I'm going to call it investments, although there is

really no investment. There is really more debt here.

MR. WHITE: Right.

TREASURER REESE: Maybe looking at an economic

outlook. Something that –lets me understand how you

guys are planning and what are some of the resources

that you have, consultants, otherwise, that come in

and provide you with insight. Something so we can all

sit at the same table at the same time.

CHAIRMAN NASH: That's a great idea,

Treasurer. In fact, we should talk about that at the

meeting or we can talk about it in Harrisburg, if you

want. The other thing I would like your involvement

with is our management portfolio, which has not been

updated --

MR. WHITE: In a long time.

CHAIRMAN NASH: -- in 20 years.

MR. WHITE: Right.

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CHAIRMAN NASH: That's something that

desperately should be looked at. I know our

parameters are very narrow, but it doesn't mean that

we should not look to see where our investments

currently lie and where we can make improvements. At

the very least, we should do an RFP to see what other

investors have in mind under the strict parameters

that we would be employing them.

MR. WHITE: Right.

CHAIRMAN NASH: That would be a great part of

this Committee that I don't personally have the

expertise to be directly involved in, but I think you

should, Treasurer.

TREASURER REESE: That would be great.

MR. WHITE: Right. And we've had some

discussion on that. Certainly, that is on the table

in terms of our finance agenda. The first thing we

wanted to do is get the debt piece out of the way, but

the investment piece is certainly high on my area of

priority.

CHAIRMAN NASH: We've been talking about it

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for 10 years.

MR. WHITE: Yes, we have.

CHAIRMAN NASH: I think it's time that we

should -- if you're here long enough, you know how

long things have been waiting.

TREASURER REESE: I'm here from January 13th.

CHAIRMAN NASH: But I appreciate your

participation in that, Treasurer Reese. All right,

are you done with your abbreviated report?

MR. WHITE: Was that a softball that you just

tossed me? Yes.

CHAIRMAN NASH: All right, are there any other

issues for Open Session, because we're going to go

into Closed Session unless there is something we

should discuss in Open Session. There may be some

resolutions when we re-open that have to be placed on

the public agenda. So, with that, I'll take a motion

to go into closed session.



CHAIRMAN NASH: All in favor?

ALL: Aye.

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CHAIRMAN NASH: Opposed? All right.



CHAIRMAN NASH: All right, we have one

resolution concerning selection of Qualified Counsel

to Provide Legal Services to the DRPA. Mr.

Santarelli?

MR. SANTARELLI: Thank you, Mr. Chairman. We

are asking the Committee to approve and move to the

Board the Summary Statement and Resolution relating to

the Selection of Qualified Counsel to Provide Legal

Services to the DRPA and PATCO. A draft copy of the

resolution provided was previously provided to the

Committee. We will be revising the draft to reflect

the rates as currently paid to counsel under the

existing resolutions.

CHAIRMAN NASH: Thank you. Is there a motion

to adopt the resolution as so revised?

COMMISSIONER TAYLOR: So moved.



ALL: Aye.

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CHAIRMAN NASH: Opposed? Motion carries.

And I believe that is it. Any other issues

for the Finance Committee?

COMMISSIONER DOUGHTERTY: Again, I just want

to go on record saying that there is -- and I know

that you've been working around the clock. You were

in Trenton last week. I just, you know, as

conversation --

BOARD CHAIRMAN BOYER: We were in Trenton,

yesterday.

COMMISSIONER DOUGHTERTY: Yesterday. As we

continue to move forward, I just want to place an

urgency on labor contract. We approved a new legal

team, we need them, but we re-evaluate the fees.

We're talking about new construction in the region.

We're hoping that we're centered in a boom center for

years to come. I just want to make sure the people

who work inside the facility, especially the ones that

are contractually obligated to get raises, get their

raises.

CHAIRMAN NASH: I think you have unanimous

support for that. What time does the plane land from

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Manchester?

(Laughter)

COMMISSIONER FENTRESS: They should be landing

momentarily.

CHAIRMAN NASH: Motion to adjourn?

COMMISSIONER TAYLOR: So moved.



ALL: Aye.

CHAIRMAN NASH: Okay.

(Whereupon, the Finance Committee Meeting was


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Finance Committee on February 10, 2016, were held as




SUMMARY STATEMENT

ITEM NO.: DRPA-16-028 SUBJECT: Selection of QualifiedCounsel to Provide Legal Services toDRPA and PATCO

COMMITTEE: Finance



PROPOSAL: That the Board of Commissioners of the Delaware River Port Authorityadopt a resolution implementing uniform processes and procedures toprovide legal services to DRPA and PATCO.

PURPOSE: To update the DRPA and PATCO list of qualified law firms to be used by theDRPA.

BACKGROUND: In 2015, seeking to update its list of qualified law firms, the DRPA issued aRequest for Qualifications asking that law firms submit their statements ofqualifications to DRPA. The law firms shown on the attached list arerecommended for inclusion on a list of qualified counsel. Inclusion on this listdoes not guarantee that a particular firm will be assigned legal work; thatdecision will depend on the legal needs of the DRPA and decisions made byDRPA General Counsel. In addition, prior to assigning work to any firm onthe list, DRPA staff will assure that the firm has submitted all requiredcertifications. Compensation for legal work will be at rates set forth herein,or determined on a case-by-case basis by the Board.

SUMMARY: Amount: N/ASource of Funds: N/ACapital Project #: N/AOperating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: 3 yearsGC/IG Review: OKOther Parties Involved: N/A

DRPA-16-028Finance Committee: February 10, 2016

Board Date: February 17, 2016Selection of Qualified Counsel to

Provide Legal Services toDRPA and PATCO

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River PortAuthority hereby approve the attached list of law firms to beconsidered qualified to provide legal services to DRPA and PATCOover the forthcoming three (3) year period; and be it further

RESOLVED: That assignment of work will depend on actual legal needs and will bemade by the General Counsel following appropriate consultation; andbe it further

RESOLVED: That compensation of legal counsel will be at rates established by theDRPA Board of Commissioners; and be it further

RESOLVED: That certain law firms listed on the attached may serve as counselwithin particular specified areas of practice and are hereby approvedto provide legal services to the DRPA and PATCO in those areas overthe next three (3) years. Counsel on any issuance of DRPA debt,selected by the General Counsel, after consultation with the ChiefFinancial Officer, will be paid a negotiated fee from the proceeds of thedebt issue for which they are engaged. Counsel who provides servicesin the area of bond, finance and tax outside of a specific debt issuancewill be compensated at the then applicable hourly rate as determinedby the Board of Commissioners.

SUMMARY: Amount: N/ASource of Funds: N/ACapital Project #: N/AOperating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: 3 yearsGC/IG Review: OKOther Parties Involved: N/A

Legal Services RFQ Approved FirmsAll firms must comply with DRPA Political Contribution Certification Requirement prior to being awarded any legal work.

Firm Contact Person Mailing Address

Ahmad Zaffarese Wadud Ahmad One South Broad St., Suite 1810Philadelphia, PA 19107

Archer & Greiner Christopher R. Gibson P.O. Box 3000Haddonfield, NJ 0803-0968

Ballard Spahr Kevin R. Cunningham 1735 Market Street, 51st Fl.Philadelphia, PA 19103

Bennett Bricklin Saltzburg Kevin M. Blake 1601 Market Street, 16th Fl.Philadelphia, PA 19103

Brown & Connery William M. Tambussi P.O. Box 539Westmont, NJ 08108

Burns White Jeffrey S. Adler 1001 Conshohocken State RdW. Conshohocken, PA 19428

Capehart Scatchard Glen R. Paulsen 142 West State StreetTrenton, NJ 08608

Cooper Levenson Kenneth Calemmo,Jr. 1125 Atlantic AvenueAtlantic City, NJ 08401

Cozen O’Connor Peter J. Fontaine 1650 Market St, Suite 2800Philadelphia, PA 19103

Deasey Mahoney & Valentini Carla Maresca 1601 Market St., Suite 3400Philadelphia, PA 19103

Dilworth Paxson Michael Tierney 1500 Market St., Ste 3500EPhiladelphia, PA 19102

Drinker Biddle & Reath Kenneth A. Murphy One Logan Square, Ste 2000Philadelphia, PA 19103

Duane Morris Alan C. Kessler 30 South 17th StreetPhiladelphia, PA 19103

Elliott Greenleaf John P. Elliott 925 Harvest Drive, Suite 300Blue Bell, PA 19422

Florio Perrucci Steinhardt & Fader Louis Cappelli, Jr. 1010 Kings Hwy, Bldg 2Cherry Hill, NJ 08034

Gawthrop Greenwood Sandra L. Knapp 17 East Gay Street, Ste 100West Chester, PA 19390

Genova Burns James Bucci 2 Riverside Dr, Suite 502Camden, NJ 08103

Jackson Lewis Michael S. Friedman 1601 Cherry St, Suite 1350Philadelphia, PA 19102

Kleinbard George R. Burrell 1650 Market St, 46th Fl.Philadelphia, PA 19103

Lamb McErlane Joel L. Frank 24 E. Market St.West Chester, PA 19381

Lauletta Birnbaum Gregory A. Lomax 591 Mantua Blvd.Sewell, NJ 08080

Long Marmero Douglas Long 44 Euclid StreetWoodbury, NJ 08096

Mattioni Michael Mattioni 399 Market St, Suite 200Philadelphia, PA 19106

Mattleman Weinroth &Miller Michael R. Mignogna 401 Route 70 East, Suite 100Cherry Hill, NJ 08034

McCann & Duffy Patricia S. Duffy 128 Pottstown PikeChester Springs, PS 19425

Legal Services RFQ Approved FirmsAll firms must comply with DRPA Political Contribution Certification Requirement prior to being awarded any legal work.

Firm Contact Person Mailing Address

Montgomery McCracken Paul H. Zoubek 457 Haddonfield Rd, Suite 600Cherry Hill, NJ 08002

Naples Law Bethann R. Naples 1515 Market St., Suite 1200Philadelphia, PA 19102

Obermayer Louis Kupperman 1617 JFK Blvd., 19th Fl.Philadelphia, PA 19103

Parker McCay Philip A. Norcross 9000 Midatlantic Dr., Suite300Mt. Laurel, NJ 08054

Raffaele & Puppio Michael V. Puppio,Jr. 19 West Third St.Media, PA 19063

Rubin Fortunato Wendy R. Hughes 10 South Leopard RoadPaoli, PA 19301

Shaff & Young Barbara L. Young One So. Broad St., Suite 1650Philadelphia, PA 19107

Stevens & Lee William J. Payne 620 Freedom Business Ctr.King of Prussia, PA 19406

Stradley Ronon William R. Sasso 2005 Market St., Suite 2600Philadelphia, PA 19103

Swartz Campbell Michael A. Cognetti 50 S. 16th St., 28th Fl.Philadelphia, PA 19102

Weber Gallagher Paul M. Fires 2000 Market St., Suite 1300Philadelphia, PA 19103

Weir & Partners John C. Eastlack 457 Haddonfield RoadCherry Hill, NJ 08002

Zarwin Baum Darwin R. Beauvais 1818 Market St., 13th Fl.Philadelphia, PA 19103

Zeller & Wieliczko Matthew B. Wieliczko 120 Haddontowne CourtCherry Hill, NJ 08034

Rates:

1. Legal Counsel for general and personal injury matters (excluding Workers’ Compensation or other mattersspecifically approved by the Board at a different rate) – a blended rate for all attorneys at $225/hr. General Counsel,at his discretion, may deem particular specialty matters to warrant a blended rate for all attorneys not to exceed$250/hr.

2. Workers’ Compensation - a blended rate for all attorneys at $175/hr.3. Paralegal personnel - $100/hr.4. The Authority does not pay for the services of clerical/secretarial personnel.5. The Authority does not pay for travel expenses to and/or from meetings at the Authority’s premises, including but

not limited to attorney’s travel time, mileage and tolls.6. The Authority requires advance notice and approval for all expenses in excess of $500.00.7. The Authority must approve the retention of any expert witnesses or consultants.8. The Authority shall not pay the costs of on-line legal research without prior approval.9. All expenses must be documented and reasonable.

AUDIT



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Audit Committee Meeting


Wednesday, January 13, 2016

Committee Members:

Ricardo Taylor, Audit Committee Vice Chairman(Chairing for PA Auditor General Eugene DePasquale)

Victoria Madden, Chief of Staff (for Auditor GeneralEugene DePasquale) (via telephone)

Marian MoskowitzCharles FentressElinor HaiderRohan Hepkins

Others Present:

Amy Herbold, Senior Counsel, New JerseyGovernor's Authorities Unit

Chelsea Guzowski, Director of Economic andStrategic Initiatives, Pennsylvania Office of theBudget

David Rapuano, Esq., Archer & Greiner (New JerseyCounsel)

Stephanie Kosta, Esq., Duane Morris, (PennsylvaniaCounsel)

David Dix, Assistant to DRPA/PATCO ChairmanRyan Boyer

DRPA/PATCO Staff:

John Hanson, Chief Executive OfficerMaria Wing, Deputy Chief Executive OfficerRaymond J. Santarelli, General Counsel & Corporate

SecretaryKristen K. Mayock, Deputy General CounselStephen Holden, Deputy General Counsel

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Kathleen P. Vandy, Assistant General CounselJames White, Chief Financial OfficerToni Brown, Chief Administrative OfficerDavid Gentile, Inspector GeneralChristina Maroney, Director, Strategic InitiativesKyle Anderson, Director of Corporate CommunicationsJohn Rink, General Manager, PATCOSheila Milner, Administrative CoordinatorElizabeth McGee, Acting Records ManagerYvette Martelli, Administrative Coordinator

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I N D E X

Page

Roll Call 5

Open Session

Update from Outside Counsel:

Audit Committee Charter 6

Ethics Policy 7

Update from Inspector General:

Bridge Operations Management Audit 10

Cycle for future Management Audits 11

Proposed OIG 2016 agenda items

Procurement process (ContractAdministration, Engineering &Purchasing) 18

Revenue Audit/Toll Violations 19

Disability/FMLA program abuse 27

Timekeeping (SAP implementation) 32

Annual Financial Audit/Bowman & Company 35

Compliance Issues (in progress) 41

Pre-implementation Review of SAPERP System

Review of PACC Revenue

Review of NJEDA Ground Lease - RentCalculation

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Page


Adjournment 46

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(11:08 a.m.)

VICE CHAIRMAN TAYLOR: I would like to call to

order the meeting of the Audit Committee of the

Delaware River Port Authority and ask the Corporate

Secretary to call the roll.

MR. SANTARELLI: Good morning, Mr. Chairman.

Vice Chairman Taylor?

VICE CHAIRMAN TAYLOR: Here.

MR. SANTARELLI: Commissioner Moskowitz?

COMMISSIONER MOSKOWITZ: Here.




COMMISSIONER HAIDER: Here.



MR. SANTARELLI: Commissioner Hepkins is here

as well. We have a quorum.

VICE CHAIRMAN TAYLOR: There are two items for

open session. The first item is an update from

outside counsel regarding two matters. Number 1 is the

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Audit Committee Charter and the Ethics Policy.

MR. SANTARELLI: Ms. Kosta and Mr. Rapuano are

here to address any questions.

MS. KOSTA: Hi, Stephanie Kosta, Duane Morris,

Pennsylvania counsel. We are continuing to collect

the Commissioners' comments on the Audit Charter to

review. I welcome your comments and your revisions.

Again, we want the Charter to reflect what is actually

happening here in the Committee. We don't actually

think the document reflects that at this moment. So

if everybody could get their comments to either New

Jersey counsel or me, we'll continue the revisions.

MR. RAPUANO: Dave Rapuano, New Jersey

counsel. I really urge -- especially the New Jersey

Commissioners on the Committee -- that if you have

comments or questions, to direct them to us so that we

get a sense of where the Committee wants to go.

This whole process started out, I think,

without any direction from the Committee and,

therefore, right now we're still trying to figure out

what is the Committee's view on the various proposed

changes. So, that's where we are with that.

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On the Ethics Policy, we have a draft that is

up for review today. If you have any questions about

it, that would be fine. But, otherwise, I think

that's ready for a vote from this Committee to send it

to the full Board for adoption.

VICE CHAIRMAN TAYLOR: Are there any questions

from anyone on the Committee, including anyone on the

phone, about the Ethics Policy before we take a motion

to send it to the full Board?

MR. GENTILE: Commissioner Taylor, if I could

ask just one question? David, we prepared the SS&R.

However, part of the proposed Ethics Policy stipulates

that the Board shall form and select members of an

Ethics Committee. Is that something that has been

addressed with any Committee or with the Board

previously as to who is going to constitute membership

on that Committee?

MR. RAPUANO: Can you point me to the specific

section that you're talking about?

MR. GENTILE: Yes, page 7(e), Ethics

Committee.

MR. RAPUANO: No. I mean I don't think the

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Board has talked about that. Again, this is something

that we've been talking about for months, but I don't

think there has been any specific discussion with

respect to who would be on the Committee.

VICE CHAIRMAN TAYLOR: Well, what would be the

best way to formulate a Committee? Volunteers, or

would the Chairman suggest -- ?

MR. SANTARELLI: The Chairman usually appoints

the Committees.

VICE CHAIRMAN TAYLOR: So, we would ask the

Chair to appoint an Ethics Committee. Is everyone

okay with that?

COMMISSIONER HAIDER: And/or would it not be

unreasonable for the Audit Committee to head the

Ethics Committee until such time as the Chair has an

opportunity to just integrate it into what we do?

VICE CHAIRMAN TAYLOR: Very good point. Any

other comments?

MR. GENTILE: I would hope that the Inspector

General would also be asked to serve on that

committee.

COMMISSIONER HAIDER: It's stated there in the

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“Ethics Committee” section of the Ethics Policy.

VICE CHAIRMAN TAYLOR: Yes, it's there. Any

other comments?

MS. KOSTA: Just so we’re clear; the limited

function of the Ethics Committee is to review the

Ethics Policy on an annual basis.

VICE CHAIRMAN TAYLOR: Right.

COMMISSIONER HAIDER: So, in some ways it

doesn't make sense to set up a separate committee.

VICE CHAIRMAN TAYLOR: That's a very good

point. Any other comments? All right, I will accept

a motion to move the Ethics Policy to the Board for

its consideration.


COMMISSIONER MOSKOWITZ: Second.

VICE CHAIRMAN TAYLOR: Can we have a roll

call?

MR. SANTARELLI: Vice Chairman Taylor?

VICE CHAIRMAN TAYLOR: Yes.


COMMISSIONER FENTRESS: Yes.


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COMMISSIONER MOSKOWITZ: Yes.


COMMISSIONER HAIDER: Yes.


COMMISSIONER MADDEN: Yes.


COMMISSIONER HEPKINS: Yes.

MR. SANTARELLI: Treasurer Reese, are you

still on the line? It's unanimous.

VICE CHAIRMAN TAYLOR: All right. The second

item is an update from the Inspector General regarding

five matters. Mr. Gentile?

MR. GENTILE: Thank you, Commissioner Taylor.

The first matter that I'd like to address is the

Bridge Operations Management Audit. As you all know,

we have just completed the PATCO Management Audit and

we have begun discussions with our colleagues with

regard to the scope of services that we would like to

utilize in formulating the RFP.

On December the 17th, we met with Dan Auletto

and his team to review our proposed scope of services.

On January the 4th, we met with Mike Venuto to review

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again the scope of services and to solicit their

recommendations for additions, deletions,

modifications. On January 22nd, the entire team will

reconvene for the purposes of trying to come to

consensus as to what will constitute the scope of

services that we will utilize in preparation for the

Bridge Operations Management Audit RFP.

We'll start to put the other integral parts of

the RFP together once we have agreement on

specifically what we want our management consultant to

focus on. That would be contained in the scope of

services.

MR. HANSON: Can I just make a comment and

perhaps a request, if you're willing to entertain it?

The Board changed the approach to management audits

some time ago. The Compact requirement used to be

that we do one comprehensive management audit every

five years. Now, we've broken it up into several

pieces. This is one piece.

In my professional opinion as a certified

public accountant and with my experience here on the

Board, that is not a good way to accomplish these

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audits. It's very difficult to evaluate, for

instance, the administrative department independent of

the operational outputs. It's very difficult to

evaluate the bridges independent of the administrative

and public safety effort that support them.

I would ask at some point, when the Audit

Committee feels comfortable with and if they agree

with this approach, to direct either myself or

Inspector General Gentile to prepare a resolution to

put management audits on a four or five-year cycle for

a comprehensive audit. I think we have discussed

that, and I think we're in agreement.

VICE CHAIRMAN TAYLOR: So, in other words,

break it down from the five and do it in intervals so

we don't jam ourselves up --

MR. HANSON: Right now we're doing an audit

every couple of years.

VICE CHAIRMAN TAYLOR: Right, right.

MR. HANSON: We're in a constant state of

audit and preparation for audit. It's hard for us to

respond to the audit requirements. In addition, when

you audit the administrative department independent of

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what's going on at the bridges and PATCO, how can you

evaluate their effectiveness if you can't consider

what's the core mission of the business. And, by the

same token, how do you really evaluate the

effectiveness of the bridges and the PATCO line if

you're not considering the administrative effort that

goes into it?

My belief is, and I think David and I agree on

this, is that if we put it all together we'd be in a

better position. First of all, it's probably going to

be cheaper in the long run. Secondly, we'll have time

to actually implement some of these functions before

we discuss them, figure out how to fund them, and

truly improve the Authority.

We've discussed it a few times. But now, I'm

taking it to the next level and asking you to consider

taking some action at some point.

VICE CHAIRMAN TAYLOR: What would we need to

do as far as the Audit Committee? We'd have to

present it to the full Board?

MR. HANSON: I think you should discuss it.

And if you agree, you could instruct Inspector General

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Gentile or myself or both of us to prepare a

resolution that would put us on a different cycle with

a comprehensive audit.

VICE CHAIRMAN TAYLOR: Any other comments?

COMMISSIONER HAIDER: So, would it be prudent

to table the Bridge Operations Audit until we have

this discussion about a more comprehensive audit?

MR. HANSON: I think we have to do the Bridge

Operations Audit at this time in order to complete

this cycle. Then, once we've completed this last

audit under the two-year cycle, we can start doing a

comprehensive audit going forward.

MR. GENTILE: That, of course, is one

discussion that we have addressed, the second being

the other option. Being that while the compact

originally called for five years and the most recent

SS&R every two years, then maybe we go to a four-year

cycle to handle the four projects that are contained

within the management audit.

MR. HANSON: That was the Inspector General's

idea and I concur with it. By doing the audits all

together we could really make more of a difference.

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MR. GENTILE: Commissioner Taylor and

Commissioners, it takes at least two years to procure

the services and perform the audit, and really it does

not allow a lot of time subsequently to look at

management's recommendations, like many of which are

emanating from the PATCO audit. We're still dealing

with that, and yet we're in the midst of trying to put

together the RFP for the Bridge Operations Management

Audit, which I think is not doing justice to many of

the recommendations contained within that PATCO audit.

So however the Committee and the Board wants

to reframe these management audits, I'm certainly open

to whatever recommendations are provided.

VICE CHAIRMAN TAYLOR: Well, I would ask you

and John to get together and give your recommendation

to us, and the Audit Committee will review it. And

then we will present it to --

MR. SANTARELLI: I want to point out that

Pennsylvania is considering putting a requirement for

biennial audits for this Authority into the pending

legislation that we talked about during the Finance

Committee meeting. Again, it's something that we would

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be opposed to.

I talked to Representative Keller, who is the

Minority Chairman on the Transportation Committee. He

understands that it is our position that biennial

audits, for all the reasons that you and the Inspector

General have stated, make it very difficult for us to

complete an audit, evaluate it and implement any of

its suggestions.

MR. HANSON: Sometimes, when people who aren't

intimately familiar with the operation of the

Authority make recommendations like the Pennsylvania

legislature has made, some terms get used in different

ways. We already do an annual financial audit. We do

a biennial inspection of all of our facilities, and

then we've got the management audit as well. So, we

have no shortage of audits, inspections, and things

like that, and we do them on different cycles.

At one time, one of those groups recommended

we have a biennial financial audit. That wouldn't work

for us; we need to do it annually for our bond

trustees. So, I'm not sure what that legislation

says. I'll have to take a look at it.

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MR. SANTARELLI: I just raised it so that you

understand what they are thinking, but I don't know

where it's going.

MR. GENTILE: Well, I'd like to underscore

again that we are involving our Authority colleagues

in the development of the scope of services that

ultimately will be the framework for implementation of

the proposal for the next management consultant that's

brought in.

I would also add that we learned a lot from

this last PATCO Management Audit that I believe will

help guide us as we prepare for the implementation of

this next audit.

COMMISSIONER HAIDER: So, this Bridge

Operations Audit is the last of the stand-alone audits

until we review this more comprehensive proposal?

MR. GENTILE: That's correct, Commissioner

Haider.

COMMISSIONER HAIDER: Which would be at the

next meeting?

MR. GENTILE: Correct.

COMMISSIONER HAIDER: Okay.

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VICE CHAIRMAN TAYLOR: Any other comments?

Okay, the next item?

MR. GENTILE: As the Committee knows, we're a

little short-staffed at the present time. In lieu of

conversations that I've had with Commissioner Taylor

and also with our CEO, we're going to look at some

short-term initiatives rather than more substantive

issues until we can come to an understanding based

upon the Committee that you have put together,

Commissioner Taylor, with some of the colleagues here

both on the Audit Committee and on the Board as to

where our primary focus should reside.

So taking that into consideration and also

taking into consideration that we're trying to do much

with the recommendations contained in the PATCO audit,

getting ready for the annual financial audit,

preparing for the RFP of the Bridge Operations Audit,

it was my recommendation that we look at short-term

initiatives over the next two to three months pending

the inclusion of others on this Board and on this

Committee with regard to OIG's overall agenda.

So, with that, I had indicated with regard to

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the procurement process, now I know finance had a

rather comprehensive discussion of the procurement

process, but we will be engaged in a separate

direction associated with what they're proposing. We

simply will review documentation of sample procurement

transactions for compliance and consistency. That

data will help us to develop statistics, thus allowing

us to focus on contracts above a developed threshold

for further analysis and possible audit.

Of course, SAP is going to help us

significantly with Excel spreadsheets with regard to

the procurement process. But, again, this is not an

investigation. It's not an audit. It's simply a

review of sample procurement transactions that allow

us to report back to the Committee with regard to our

findings and how they are being addressed with regard

to their use. Okay?

VICE CHAIRMAN TAYLOR: Any comments?

MR. GENTILE: Anybody have any comments on

that?

This next one I don't know quite how to

address or how to propose a solution. I have included

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a Revenue Audit of Toll Violations. I did a little

bit of digging, and I was provided with some data that

suggested that this Authority is losing between

$800,000 and $1 million a year vis-à-vis toll evaders.

To me that's quite a bit of money. And I don't know

what the resolution to that dilemma might be. I don't

know if we need to work in collaboration with the

Division of Motor Vehicles, if we need to turn the

matter over to legal for litigation purposes, or if we

need to use the media to identify some of our chronic

abusers, most of which are commercial entities.

But, I think this is a problem, and I'm

prepared to initiate any action that the Committee or

the Board deems appropriate in terms of remediating

what I consider to be a significant loss of money on

an annual basis.

VICE CHAIRMAN TAYLOR: I would like to ask for

any comments, because I know I have some ideas. I

don't know how legal or illegal they are, but I think

that's a significant amount of money. I think we need

to have a game plan on how we go about recovering

those losses. And I don't know the ins and outs of

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the DMV. Legal, I would ask what our parameters are,

what we can and cannot do.

But, interestingly, in talking to Mr. Gentile,

a lot of the toll evaders are commercial vehicles.

Say we find out that trucks belonging to a major motor

freight company are going over our bridges and not

paying. Do we publicize it? Do we embarrass people?

Certainly a company doesn’t want to be in the

newspaper as a violator of tolls when other people are

paying.

Let me know any ideas that you may have and

I'll ask our legal department to tell us what we can

and cannot do.

MR. HANSON: Just from a foundational

perspective, I found that this data on violations can

be hard to chase sometimes. There are some

complexities to it. For instance, say you have an

E-ZPass account and you've registered your car and

your license plate. If your transponder is dead, what

happens is that when you go through the toll gate the

arms opens but it reports as a violation. Our cameras

then take a picture of your license plate, searches

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our database, and ultimately recovers the money from

your account.

I can tell you that this has been one of our

major violation issues. It shows as a violation and

we report it as a violation. But those types of

technical violations are much higher than actual

violations – violations where we never recover the

money. You got this information from the Finance

Department?

MR. GENTILE: Revenue.

MR. HANSON: From Revenue Audit. I think a

good place to start is that we should get reports of

violators from the Finance Department, at least up to

some threshold, and determine whether we ultimately

recovered the toll.

MR. WHITE: Right.

MR. HANSON: I think the first step would be

for the Finance Department, perhaps in conjunction

with the Inspector General, to develop a reporting

mechanism that lets us know how many real violators

there are and who they are, so that we can begin to

address them right away while Legal does their --

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VICE CHAIRMAN TAYLOR: Right. You make a good

point. We don't want to embarrass ourselves by

targeting someone who actually paid their toll. But,

talk to Mr. Gentile.

MR. SANTARELLI: Absolutely.

VICE CHAIRMAN TAYLOR: One of the biggest

offenders are car rental people.

MR. GENTILE: Yes.

VICE CHAIRMAN TAYLOR: Someone renting a car

doesn’t care about toll violations because he turns

the car in at the airport and is out of there.

COMMISSIONER FENTRESS: But, by the same

token, when they don’t pay their toll the camera

should take a picture of the license plate. What we

have to do is have NCIS look it up and send that

person the ticket. If it's a car rental agency, you

send it to them. They'll get back to the original

renter of the car.

MR. HANSON: I don't think there is a ticket

violation for this.

COMMISSIONER FENTRESS: Other agencies, when

you do it with other agencies, they get treated that

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way. They send you the ticket in the mail.

MR. HANSON: I know they do. I don't think,

though, that we've got the same statutory powers as

agencies that belong to one state or the other.

COMMISSIONER FENTRESS: Well, you have to work

that out. I'm sure they have something on the books.

VICE CHAIRMAN TAYLOR: I don't want us to have

to wait for the car rental company to go to the

customer that rented the car to get our money.

MR. HANSON: No, the owner of the car owes us

the money. So, that would be --

VICE CHAIRMAN TAYLOR: That would be the car

rental company. So, the car rental company has to pay

us the money and they would have to pursue the money

from their customer.

MR. HANSON: That's their problem.

VICE CHAIRMAN TAYLOR: That's their problem,

correct.

MR. SANTARELLI: I think they actually have

that in rental contracts now.

MR. HANSON: They do.

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MR. GENTILE: The bureaucracy of that is

complicated.

COMMISSIONER MOSKOWITZ: Is there any system wherein

an E-ZPass violation voids the E-ZPass transponder?

MR. HANSON: Well, if they have an E-ZPass,

they don't typically violate, particularly if they've

registered their license. Either the E-ZPass works

or, if it doesn’t, we take a picture of their license

plate and we go to the database and get the money from

--

COMMISSIONER MOSKOWITZ: I thought you were

saying that some of these companies violate using

E-ZPass.

MR. HANSON: No. Well, what happens if you

pull up to the E-ZPass gate and you don't have an E-

ZPass, or your E-ZPass isn't working, is that the gate

goes up and the sign indicates ‘Unpaid, call E-ZPass.’

We take a picture of the license plate and that goes

through our back office channels and they send them a

--

MR. WHITE: Citation.

MR. HANSON: Well, we send them a bill, not a

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citation. If we sent a ticket, even if there is a

violation, the fine money would not go to DRPA. It

would go to whichever jurisdiction we've written the

ticket in, either Philadelphia or whatever town. We

do not statutorily have the legal right to suspend

registrations the way municipalities have. At least

that's what we have been advised in the past.

MR. GENTILE: Well, I'll be more-than-happy to work

with Revenue and certainly with Finance, if I can save

this Authority $1/2 million or so a year.

MR. HANSON: That would be awesome.

MR. GENTILE: Put that in Mr. White's coffers,

then maybe I can come back to him and he can find the

money for one of my projects that's currently on hold.

VICE CHAIRMAN TAYLOR: You had something else?

COMMISSIONER FENTRESS: No, that was it. They

take a picture of the license plate and also you.

They take a picture of you, too.

VICE CHAIRMAN TAYLOR: All right, so that's

something we'll address. And Legal, once again, if

you'll just follow up on what our cans and cannots --

MR. SANTARELLI: Will do.

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MR. WHITE: I think part of the solution here

is a combination of OIG, Legal, and Finance getting

together. There have been different attempts over the

years. As part of the processing with E-ZPass, there

are notices that go out to try and recoup the toll.

But, we need to reevaluate the whole process. The

combination of those groups is important to do that.

VICE CHAIRMAN TAYLOR: Anything we can do to

stop losing money is certainly all right.

The next item?

MR. GENTILE: Again, I'm a little -- I have to

be somewhat circumspect about this because the

Disability/FMLA Programs are designed to help many of

our colleagues that are definitely in need of the time

that is required for recuperation or for family

related issues. But there are occasions when

individual abuse does occur.

I've recently had two allegations that I'm

going to define simply as allegations. We're going to

look into those. I don't believe that there is

widespread abuse of either the disability or the FMLA

programs across the Authority. I have asked one of our

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colleagues on the 10th floor to provide me with a

listing of those receiving FMLA and/or on disability

for a one-year period of time.

I did this to shield the identity of the two

individuals that have been referred to us for possible

abuse. Again, I say that in a somewhat circumspect

manner, inquiry. But, I think it's something if there

are allegations that there is abuse of either program;

the integrity of these programs must be maintained at

the highest level.

And so we're going to take a brief review of

both of these programs over a one-year period of time.

If there is data that suggests abuse -- beyond the

marginal level that we believe might exist -- then

we'll extend that to possibly a three- or five-year

period of time. But, for the time being, it's going

to be a limited review.

MR. SANTARELLI: David, since that's part of

the department that I oversee, just let me know with

whom you're speaking and what it is that you want and

I'll make sure that we help you do what you need to do

to review that.

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MR. GENTILE: Yes, will do, Ray. As has been

the case with some other allegations involving ethical

or possibly quasi-criminal behaviors, it's the source

of the information that concerns me --

MR. SANTARELLI: Sure.

MR. GENTILE: -- first and foremost in terms

of motive, in terms of --

MR. SANTARELLI: I understand all that. It's

just that I want to make sure that if you're getting

something from people under my supervision, that they

give you what you're asking for.

MR. GENTILE: Absolutely.

MR. SANTARELLI: And I can help to facilitate

that.

VICE CHAIRMAN TAYLOR: Good, thank you.

MS. KOSTA: I'm sorry, I need to jump in here.

As outside counsel, I just want to caution about

questioning employees about FMLA; your questions could

actually be a violation of the FMLA. So reviewing the

programs is acceptable, but once you direct questions

at people, I think you do need to get counsel involved

to see what questions can and cannot be asked.

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MR. GENTILE: Well understood, Stephanie,

thank you. The information that we've asked for is

simply name and department and whether they are on

FMLA or on disability. We have not asked for any

other information that possibly could be a HIPAA

violation or in any way impugn the integrity of both

of those programs.

We understand that there are certain

parameters in which we need to operate. If there is

something based on the source of the information,

that's the person that will be interviewed, not

necessarily the individual that's been identified.

That will take us into the realm of the Legal

Department for further adjudication.

MR. RAPUANO: I'm concerned as New Jersey

counsel and also as someone who does employment law

and FMLA. FMLA isn't a program, it's a federal law

which we must comply with whether we like it or not.

I'm not saying that there aren't FMLA abuses by

employees, but this is not some sort of benefit

program to be audited other than for compliance

purposes. So the idea that we're going to be looking

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into who is on FMLA may be fine, but it's really from

a perspective of either whether there is abuse or

whether the FMLA is being complied with.

In my view, FMLA compliance should really go

under HR or under the GC's office because it's really

not an ethics issue, it's a legal issue of whether the

claims are being handled correctly legally. It's

either being done right or it's being done wrong, in

the same way that contracts could be done right or

done wrong. We want to make sure that, of course, the

people approving FMLA claims have the proper knowledge

to do it. But, I get concerned when I hear about

reviewing of FMLA as an ethics issue.

MR. GENTILE: Counselor, we're not talking

about an audit of FMLA or our disability programs. If

there are issues associated with abuse of either

program, we have an obligation to at least make an

inquiry as to the information that has been forwarded

to us on a singular basis. If that information can

somehow be corroborated from the complainant --

MR. SANTARELLI: Maybe we should continue this

conversation in Executive Session. I think we're

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getting a little far afield.

MR. GENTILE: Well, all I'm saying is that if

there is something substantive associated with either

program, we would not be involved. It would be then

referred on to our Legal Department for whatever

action is deemed appropriate.

The final proposed item, again being somewhat

circumspect, is the implementation of our new SAP

system. We are all now responsible for including our

own time on a daily basis. I'm not saying this could

potentially be an integrity issue. It may be an

integrity issue. There may be some that are not

properly recording their time. There might not be

situations or there may be situations where managerial

oversight is lacking with regard to safeguarding the

integrity of the timekeeping process.

Again, as part of the SAP implementation, we

will do a cursory review of several of the departments

within the Authority that do recording of time on a

daily basis, weekly basis, monthly basis to ensure

that what is being recorded is consistent with the

expectations of the program.

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MR. HANSON: What's the idea of a lack of

managerial oversight on that, because this system

requires management approval; recorded time doesn't go

forward for payment without management approval.

MR. GENTILE: Well, again, management approval

could be occurring without the understanding that some

may not be recording their time accurately. Some,

instead of an eight-hour day, might have indicated a

four-hour day, might not have cleared that with their

manager. I don't know, John. I don't know if there

is potential for any type of problems related to

recordkeeping with regard to time. All I'm saying is

that maybe this is something we ought to look at to

ensure the integrity of the program.

MR. HANSON: Right now, I think we're still in

a situation where we're still working the bugs out of

the system. We're doing what we have to do in order to

get the time in and get people paid. It's not that I

object to you looking at the process, but I think the

system will be tighter under SAP because it requires

everybody to put their own time in and certify that

their time is accurate. Then their supervisor has to

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approve the time and certify that it's accurate.

Is it possible that somebody is just

automatically approving their subordinates’ time

record without review? I suppose that's possible.

But the requirement is that the employee is

responsible to enter their own time and enter it

correctly or they can be disciplined. The supervisor

is responsible to for reviewing it and making sure

that it's correct; they should know what the right

time is because they are the one supervising them.

Then the supervisor approves it.

I'm not objecting to it, but I think the

purpose of this approach is to make time entry more

accountable than it is, so everybody is responsible

for recording their own time.

VICE CHAIRMAN TAYLOR: All right.

MR. GENTILE: I do not disagree with you.

It's a new program. Again, I'm suggesting simply a

limited review of multiple departments to ensure that

everyone is recording their time consistent with what

the program demands.

MR. HANSON: And I'm not opposed to it once we

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get the bugs out of the system.

VICE CHAIRMAN TAYLOR: So we still have bugs

that have to be addressed, and we'll go from that

point, okay. Next?

MR. GENTILE: This, of course, is quite

significant. The Annual Financial Audit with Bowman &

Company. I met with them back in August of 2015, and I

took the opportunity to go over with the auditors

their Comprehensive Financial Report for the years

ending 2014 and 2013.

I really thought that they did a very, very

good job with regard to our operating and capital

budgets. There were some issues that I brought up

with them that I am going to address with them when we

reconvene on January the 19th. And, of course, this

Financial Audit will be done in collaboration with our

colleagues from Finance. I would certainly invite

them to sit in on our January 19th meeting.

But I brought up with Bowman whether, based on

the last audit -- and that's the only one I had at my

disposal – the audits that had been done previously

were free from material misstatement, meaning any

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fraud or errors. And I homed in on material

weaknesses or any significant deficiencies that they

found. They said that they did not find any in the

last annual financial report. But I did address the

fact that they were not -- they were expressing

opinions on our internal controls. I felt that maybe

they needed to be a little bit more definitive with

the internal controls associated with our operating

and capital budgets.

Now, that's a matter for all of us to discuss.

I'm not trying to introduce another dimension to their

work or a dimension that's outside the scope of their

responsibility. But they state that their standard

operating procedures do not require expressing

anything but an opinion on our internal controls and I

was hoping that maybe something a little bit more

definitive would fall within their purview with regard

to their engagement with us. That is something that I

intend to discuss with them again when we meet on the

19th.

MR. HANSON: I'm not sure what you have in

mind, but that would be highly unusual. That would be

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problematic from a number of standpoints. The purpose

of these audits is for the auditor to express an

opinion on our Financial Statements. That's it. And

the opinion is not that the Financial Statements are

free from fraud, but that, to the best of the

auditors' opinions, the Financial Statements represent

accurately and fairly the financial position of the

Authority.

It's what CPAs are trained to do. It's what

they do. There are Special Purpose Reports that I

suppose you can get, but they wouldn't be part of this

audit. The ‘opinion’ is the opinion of the Financial

Statements. As a part of that, they test internal

controls to determine their audit plan. If internal

controls are considered to be weak, then they may do

more of what they call ‘substantive testing,’ which

means they'll look at more individual records and more

individual transactions to arrive at their opinions.

Things have changed a little bit since I

became licensed, but essentially it still does get to

this. They used to say that an opinion letter from an

accountant has three opinions, three paragraphs. And

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if you look at it and it has more than three

paragraphs, there is a problem.

What you're asking them to do is something

separate from the opinion on the Financial Statements.

Their purpose is not to detect fraud. It is to

provide a reasonable assurance that there is no fraud

and there are no material weaknesses in the internal

controls system. But even if those weaknesses did

exist, the auditors would compensate for that by doing

more substantive testing.

MR. GENTILE: Well, that's what I'm asking

for, John. I'm saying simply that if there is

evidence of material weakness or significant

deficiency, that possibly additional testing would be

required. Now whether that's going to fall within the

scope of their work once they get underway, that's

purely speculative on my part. I don't know.

I'm simply talking to them or asking them to

establish potentially a higher threshold with regard

to what we're asking them to do, if it's necessary.

MR. HANSON: Any material weaknesses or

deficiencies that they find, they're required to

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report to management and management has to deal with

them. There are three types of opinions that one can

get: a ‘clean opinion’ that says that, to the best of

the auditor’s knowledge and ability and based on the

audit, the Financial Statements are free from material

mistake. That's the type of opinion we want. That's

the one that we always get.

On the other end of the spectrum, if they find

so many deficiencies that they can't state that the

Financial Statements are free from a material

misstatement, then they would say so in a ‘negative

opinion.’ Or, if they say things are such that they

can't express an opinion, they ‘disclaim an opinion.’

And they have their own procedures for that.

If we get a clean opinion but there are

material problems, they report that. That comes out in

the Exit Conference with Jim and I and the Audit

Committee. Anything else that they're asked to do in

this regard would impair their independence, and then

they wouldn't be able to express an opinion on the

Financial Statements.

So you can talk to them, but I have serious

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reservations about it. I can tell you that at one

time a former Chairman of the Audit Committee,

Commissioner Teplitz, tried to go down this path with

McGladrey. McGladrey said they were required to

follow their own procedures in order to maintain their

independence.

They will report material issues. The thing

is that neither McGladrey, which is one of the largest

firms in the country, nor Bowman, have found any in

the last -- I don't know how many years it has been --

9 years, 12 years. We haven't had any. There was one

year in there when we had them. So, I'll be

interested to hear what the result of that is.

VICE CHAIRMAN TAYLOR: All right, Mr. Gentile,

you can speak to them, but I would like you to confer

with John and find out just what --

MR. GENTILE: When we meet on the 19th, I'm

not going to reinvent the parameters and the

methodology used for the Annual Financial Audit.

That's not my intent. My intent, again, is with the

entire issue of internal controls. That any of their

findings may move into the arena of the Office of

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Inspector General.

I'm trying to establish a partnership and working

relationship with them, not to detract from their

independence or to reinvent a relationship that is

outside the purview of their engagement.

VICE CHAIRMAN TAYLOR: All right. Next?

MR. GENTILE: Jim, are you okay with what I

just said with regard to convening on the 19th?

MR. WHITE: Yes, we'll certainly be there.

The only thing I was going to add is that Bowman's

been our auditor for the last year. We had McGladrey

three years prior. I don't know if you were looking

for something, but for Bowman, this was basically was

just their first year.

As part of their process, they certainly do

have conversations with and ask me, my staff, etc.,

about fraud. So there is some review of that, but

we'll certainly look forward to the meeting so we can

see what's happening.

VICE CHAIRMAN TAYLOR: All right. Next?

MR. GENTILE: Thank you. I want to move onto

the compliance issues.

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MR. SANTARELLI: If I can just interject, if

these involve any progress audits or investigations, I

would make the recommendation that any discussion

about those be put into the Executive Session.

MR. GENTILE: Before you make that

recommendation, Mr. Santarelli, with regard to the

PACC revenue, I simply have a handout to present to

the Committee members.

MR. SANTARELLI: That was a confidential

document you e-mailed around to the Committee

yesterday; is that correct?

MR. GENTILE: Correct. I have no intent to

discuss that in open session.

MR. SANTARELLI: Fine.

MR. GENTILE: Or, necessarily in Executive

Session. I wanted to get that out to members of the

Committee so that if it is an issue we need to address

in our February Audit Committee meeting, we can do so

in Executive Session.

MR. SANTARELLI: Yes, sir.

MR. GENTILE: As far as the NJEDA, I do concur

with you, sir; I would like to move that into

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Executive Session. Okay?

But regarding the pre-implementation review of

our SAP/ERP system; I did send that out to members of

the Committee and tried to provide an overview of what

the Office of Inspector General did in support of that

program.

As you all know, the SAP is replacing our

former legacy systems. The Banner system has been

used by the DRPA for Budget, Finance, HR, Inventory,

and so on and so forth, and PATCO used I believe the

Unisys system --

MR. WHITE: Yes.

MR. GENTILE: -- for Finance and Inventory. I

really would like to use this opportunity to extend

kudos to Kevin LaMarca, his team, the project

managers, and all the other individuals that

participated in what I thought was a very, very smooth

transition in the launching of the ERP/SAP system on

January the 4th.

Now, there are still some issues, still some

kinks to be worked out. There are still some

problems. But, I outlined for you what our role in

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the pre-implementation of that system entailed. In

the last paragraph -- and this is what I wanted to

call to your attention – I also indicated that

recommendations for implementation to address process

and control gaps were also presented to Mr. LaMarca. I

would like to report on the status of those

recommendations and the project management's responses

to those recommendations at our February Audit

Committee meeting. Okay.

VICE CHAIRMAN TAYLOR: Any other questions for

the Committee?

MR. GENTILE: But, again, I just thought that

the transition was handled in an extraordinarily

competent manner by our key people and project

managers and everyone else associated with that

program.

VICE CHAIRMAN TAYLOR: I'd like to call for a

motion to go into Executive Session.


VICE CHAIRMAN TAYLOR: The decisions made in

Executive Session will be made available to the public

when the issues are resolved.

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A motion has been made. I need a second.


VICE CHAIRMAN TAYLOR: All those in favor?

ALL: Aye.

VICE CHAIRMAN TAYLOR: Any opposed? All

right, we will now move into Executive Session.

(Off the record at 12:00 p.m.)

(On the record at 12:27 p.m.)

VICE CHAIRMAN TAYLOR: We are back into open

session.

MR. GENTILE: Commissioner Taylor, when I

spoke to you privately before today’s Audit Committee

meeting, I asked that you and your colleagues on the

Audit Committee and/or on the Board give some

consideration with regard to an evaluation criteria

that could be used for judging the effectiveness of

this department or ineffectiveness of this department

during the course of Calendar Year 2016. And I hope

that you will give that some consideration.

VICE CHAIRMAN TAYLOR: Not only are we going

to give it consideration, after we break I'm going to

set up a meeting with a group on the Audit Committee.

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We're going to set up some criteria, some standards,

and give you a better roadmap. So, we will have that

ready to go. We'll run it by Legal. And we'll go

from there.

MR. GENTILE: The last thing I have is that in

light of Mr. White's list of accomplishments in 2015,

I plan at the February Audit Committee meeting to have

an appropriate list of what we have done in terms of

the OIG during the course of Calendar Year 2015. And

I'll have that for you in advance of the Audit

Committee meeting.

VICE CHAIRMAN TAYLOR: Thank you.

I'll take a motion to adjourn.


VICE CHAIRMAN TAYLOR: Second?



ALL: Aye.


right.

(Whereupon, the Audit Committee Meeting was adjourned

at 12:28 p.m.)

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Audit Committee on January 13, 2016, were held as






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Audit Committee Meeting


Wednesday, February 10, 2016

Committee Members:

Ricardo Taylor, Audit Committee Vice Chairman(Chairing for PA Auditor General Eugene DePasquale)

Ryan Boyer, Chairman of the DRPA/PATCO BoardsVictoria Madden, Chief Counsel, Pennsylvania AuditorGeneral Eugene DePasquale Auditor General (viatelephone)Marian MoskowitzCharles FentressRichard Sweeney

Others Present:

Christopher Howard, Chief Counsel, New JerseyGovernor's Authorities Unit

Chelsea Guzowski, Director of Economic andStrategic Initiatives, Pennsylvania Office of theBudget

David Dix, Assistant to DRPA/PATCO Chairman Ryan Boyer

DRPA/PATCO Staff:

John Hanson, Chief Executive Officer

Maria Wing, Deputy Chief Executive Officer (viaTelephone)

Raymond J. Santarelli, General Counsel & CorporateSecretary

Kristen K. Mayock, Deputy General CounselStephen Holden, Deputy General CounselKathleen P. Vandy, Assistant General CounselJames White, Chief Financial OfficerDRPA/PATCO Staff: (continued)

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Toni Brown, Chief Administrative OfficerDavid Gentile, Inspector GeneralChristina Maroney, Director, Strategic InitiativesKyle Anderson, Director of Corporate CommunicationsJohn Rink, General Manager, PATCOSheila Milner, Administrative CoordinatorElizabeth McGee, Acting Records Manager

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I N D E X

Page

Roll Call 4

Executive Session 4

Open Session

Frequency of Audit Committee Meetings 5

Adjournment 7

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(10:49 a.m.)

VICE CHAIRMAN TAYLOR: I'd like to call to

order the meeting of the Audit Committee of the

Delaware River Port Authority and ask the Corporate

Secretary to call the roll.

MR. SANTARELLI: Thank you. Good morning.

Chairman Taylor?

VICE CHAIRMAN TAYLOR: Here.








COMMISSIONER MOSKOWITZ: Here.

MR. SANTARELLI: I believe that's everyone,

and you have a quorum.

VICE CHAIRMAN TAYLOR: I'd like to call for a

motion to go into Executive Session. The decisions

made in Executive Session will be made public when the

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issues are resolved. I need a motion.


VICE CHAIRMAN TAYLOR: I need a second.


VICE CHAIRMAN TAYLOR: All right, we will now

move into Executive Session. And we'll clear the

room.



VICE CHAIRMAN TAYLOR: All right, we are back

in Open Session. There is one item for consideration:

the frequency of the Audit Committee meetings. I

think, first of all, the Inspector General's Office is

understaffed at this point and until such time as it

is fully staffed, it puts undue pressure on the

Inspector General and Mr. Aubrey to hold the meetings

monthly.

I would like to go back to having Audit

Committee meetings every three months, with

additional, emergency meetings if necessary. But I

don't know that there is a need to have a monthly

Audit Committee meeting.

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MR. SANTARELLI: I would just point out to the

Commissioners that in the Audit Charter which is in

effect -- I know there is also a revised draft that is

circulating, but there is an Audit Charter currently

in effect.

VICE CHAIRMAN TAYLOR: Yes.

MR. SANTARELLI: It was adopted in 2010, when

the Audit Committee was created. It says that the

Audit Committee shall meet at least four times a year,

which would be every three months.


MR. SANTARELLI: With the expectation that

additional meetings may be required. So, you're only

required by the Charter to meet four times a year.

VICE CHAIRMAN TAYLOR: Right, yes. So if an

emergency necessitates, we can meet, we can call a

meeting.

MR. SANTARELLI: Yes, there are procedures

that we need to employ to advertise and give notice of

those meetings.


MR. SANTARELLI: But subject to that, sure,

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you can have four regular meetings a year and then

other meetings, as needed.

VICE CHAIRMAN TAYLOR: I need a motion.

COMMISSIONER SWEENEY: Move the motion.

COMMISSIONER FENTRESS: Second.


ALL: Aye.


right.

MR. SANTARELLI: If you can give me the dates

of when those remaining meetings will be, we can make

sure that they get advertised and noticed publicly so

everyone knows that those will be the Audit meetings

for the remainder of the year.

VICE CHAIRMAN TAYLOR: Very good. Thank you,

Ray. All right, there is no further business for the

Audit Committee. May I have a motion to adjourn?


VICE CHAIRMAN TAYLOR: Second?



ALL: Aye.

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VICE CHAIRMAN TAYLOR: Any opposed? Thank you

very much for your time.

(Whereupon, the Audit Committee Meeting was


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Audit Committee on February 10, 2016, were held as




NEW BUSINESS

SUMMARY STATEMENT

ITEM NO.: DRPA-16-029 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-16-029New Business: February 17, 2016

Board Date: February 17, 2016Consideration 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) – FEBRUARY 17, 2016

DRPA

Item # Vendor/Contractor Description Amount Procurement Method Bids Received Bid Amounts Source of Funds

1 Networkfleet, Inc.

San Diego, CA

One (1) Year Service

Contract to provide

maintenance to theAuthority's Fleet GPS Units.

$55,030.80 In accordance with Federal GSA

Contract #GS-07F-5559R.

1. Networkfleet, Inc.

San Diego, CA

1. $55,030.80 Revenue Fund

2 Luminous Strategies

Philadelphia, PA

Not-To-Exceed Contract to

provide Board Support andDevelopment Services.

$75,000.00

(n-t-e)

Request for Proposals - Request for

Proposals was publically advertised andissued on September 10, 2015. Two

(2) technical proposals were received

from Luminous Strategies and

Paradigm Group Consultants. Anevaluation committee reviewed only

Luminous Strategies proposal because

Paradigm Group Consultants proposal

was deemed non-responsive.Luminous Strategies was deemed the

most responsive firm.

1. Luminous Strategies

Philadelphia, PA

2. Paradigm Group Consultants

Philadelphia, PA

1. $75,000.00 (n-t-e)

2. Non-Responsive

Revenue Fund

3 ePlus Technology, Inc.

Newtown, PA

Purchase of Ladder Racks

for One Port Center Data

Center.

$29,490.00 In accordance with New Jersey State

Contract #M-7000, Vendor Award

#87720

1. ePlus Technology, Inc.

Newtown, PA

1. $29,490.00 General Fund

4 SAP America, Inc.

Newtown Square, PA

SAP On-Site Technical

Training and Education for

the Authority's I.S. staff.

$35,155.00

(n-t-e)

Sole Source Provider - see attached

Sole Source Justification Memo marked

as "Exhibit 1".

1. SAP America, Inc.

Newtown Square, PA

1. $35,155.00 (n-t-e) Revenue Fund

SUMMARY STATEMENT

ITEM NO.: DRPA-16-030 SUBJECT: Strategic PlanningFacilitation and Advisory Services


COMMITTEE DATE: N/A


PROPOSAL: That the Board authorizes staff to negotiate an agreement withVantagePoint Associates based in Philadelphia, to advise and assist theAuthority in the planning and facilitation of a series of strategicplanning sessions and the preparation of a five-year strategic plan thatreflects the strategic priorities of the Board of Commissioners andmanagement, includes broad-based stakeholder input, emphasizesimplementation and performance metrics, and that is in alignment withthe Authority’s planning and budgeting processes.

Amount: Not to exceed $190,446

Consultant: VantagePoint Associates

Other Consultants: Demosophia LLCJJA ConsultantsManagement Partners, Inc.Maverick & BoutiqueTranspro Consulting LLCTransTech ManagementWSP Parsons Brinkerhoff

PURPOSE: The Authority is committed to using the strategic planning process tofacilitate an open dialogue and to build community among the Board,staff and other stakeholders. The plan will be used to ensure continuityin decision making and resource allocation and to move us towardrealizing the organization’s vision.

Through the strategic planning process the Authority seeks to becomemore effective at strategy formulation and implementation and inensuring alignment across all divisions through the integration of thestrategic planning and budgeting processes with measurement andaccountability systems.

BACKGROUND: The Authority regards stewardship and public service as the root of itsmission and purpose. As stewards of important transportation assets

SUMMARY STATEMENT Strategic Planning Facilitationand Advisory Services

______________________________________________________________________________

that the Authority holds in trust for the public, it is committed tooperating transportation services and facilities safety, efficiently, and ina manner that creates value for the public it serves.

The Authority is succeeding in accomplishing its mission and is steadfastin its efforts to build even greater capacity to improve and sustain thequality and efficiency of the services we deliver.

To accomplish this, the Authority desires to systematically evaluate howit meets the needs and expectations of its customers and stakeholders andhow best to strategically address the critical challenges it faces such assuccession planning and workforce development, maintaining andimproving aging transportation infrastructure, and increased publicdemand for transparency and accountability.

The Authority believes that a wide-ranging strategic planning process isthe most effective systematic approach to define the critical issues, set itsstrategic direction for the future and identify strategic priorities that areessential to achieving its stewardship mission and vision and that ensureeffective governance and decision making.

Toward this end, in December 2015, the Authority publically advertisedits intent to retain a consultant to support the DRPA’s efforts to developa strategic planning process. Eight (8) firms submitted proposals onJanuary 22, 2016. A Proposal Evaluation Committee of five (5)evaluated the proposals against the evaluation criteria and VantagePointAssociates was the highest ranked firm.

VantagePoint Associates is a local firm based in Philadelphia. Foundedin 2002, VantagePoint is co-owned by principals Arlene Friner and WaltDesiderio. Ms. Friner is the proposed project manager and will beresponsible for overall planning and implementation support processes.She was formerly the Executive Vice President and Chief FinancialOfficer at Amtrak. Mr. Desiderio formerly held positions as VicePresident, Finance and Chief Finance Officer of Amtrak’s NortheastCorridor. He will lead the planning and analytical efforts related to thefinancial components of the strategy.

The team proposed for this engagement also includes two subcontractorfirms: Econsult Solutions, Inc. based in Philadelphia, and GlobalSynergies, LLC, of Merion Station, PA. Stephen Mullin, President and


______________________________________________________________________________

Principal of Econsult will lead the facilitation of the Board andmanagement planning sessions and the development of the strategicplan. Carol Smith, Principal at Global Solutions will be the lead forpublic outreach and external focus groups.

Together, this particular team possesses broad Transportationexperience with consultants who have held peer level positions inorganizations similar to DRPA and PATCO such as Amtrak, DVRPC,City of Philadelphia and PECO. They have also conducted similarengagements for the Pennsylvania Transportation Funding & ReformCommission, PennDOT, Columbia University (aligning budgets withstrategic plans), SEPTA, Montgomery County, Pennsylvania ConventionCenter Authority, VISIT Philadelphia and the City of Philadelphia.

Vantage Point’s proposal was extremely comprehensive and clearly andspecifically delineated tasks including accountability systems and budgetalignment. They recommend employing the balanced scorecardapproach in the Authority’s planning process to ensure that strategicobjectives, performance measures and capital investment decisions aredetermined by a broad set of financial, operational, customer andorganizational capacity factors or perspectives. This will also ensure thestrategic plan is a “living document” guiding the action s of the DRPA onan ongoing basis rather than a static snapshot in time.

The competitive selection process was qualifications-based and whileprice was included as part of the weighted proposal evaluation criteriaseveral firms included option pricing as respondents were encouraged topropose additional or alternative phases or approaches based on theirexperience and success with comparable engagements with similarorganizations.

The Proposal Evaluation Committee found VantagePoint Associatespricing to be fair and reasonable based on their proposed alternativescope of work and phasing which we found to be the mostcomprehensive and efficient of all the proposals.


______________________________________________________________________________

SUMMARY: Amount: $190,446Source of Funds: General FundCapital Project #: N/AOperating Budget: 2016Master Plan Status: N/AOther Fund Sources: N/ADuration of Contract: 12 monthsOther Parties Involved: N/A

DRPA-16-030New Business: February 17, 2016

Board Date: February 17, 2016Strategic Planning Facilitation and Advisory Services

RESOLUTION

RESOLVED: That the Board authorizes staff to negotiate an agreement with VantagePointAssociates based in Philadelphia, to advise and assist the Authority in theplanning and facilitation of a series of strategic planning sessions and thepreparation of a five-year strategic plan that reflects the strategic priorities ofthe Board of Commissioners and management, includes broad-basedstakeholder input, emphasizes implementation and performance metrics, andthat is in alignment with the Authority’s planning and budgeting processes.

RESOLVED: The Chair, Vice Chair and the Chief Executive Officer must approve and arehereby authorized to approve and execute all necessary agreements, contracts,or other documents on behalf of the DRPA. If such agreements, contracts, orother documents have been approved by the Chair, Vice Chair and ChiefExecutive Officer and if thereafter either the Chair or Vice Chair is absent orunavailable, the remaining Officer may execute the said document(s) on behalfof the DRPA along with the Chief Executive Officer. If both the Chair and ViceChair are absent or unavailable, and if it is necessary to execute the saiddocument(s) while they are absent or unavailable, then the Chief ExecutiveOfficer shall execute such documents on behalf of the DRPA.

SUMMARY: Amount: $190,446Source of Funds: General FundCapital Project #: N/AOperating Budget: 2016Master Plan Status: N/AOther Fund Sources: N/ADuration of Contract: 12 monthsOther Parties Involved: N/A


&PORT AUTHORITY TRANSIT CORP.

BOARD MEETING

Wednesday, February 17, 20169:00 a.m.

Board RoomOne Port Center

Camden, NJ

John T. Hanson, Chief Executive Officer

PATCO BOARD

PORT AUTHORITY TRANSIT CORPORATIONBOARD MEETING

Wednesday, February 17, 2016 at 9:00 a.m.One Port Center, 11th Floor, Board Room

ORDER OF BUSINESS

1. Roll Call

2. Report of the General Manager – February 2016

3. Approval of January 20, 2016 PATCO Board Meeting Minutes

4. Monthly List of Previously Approved Payments – Covering Month of January 2016

5. Monthly List of Previously Approved Purchase Orders and Contracts of January 2016

6. Approval of Balance Sheet and Equity Statement dated December 31, 2015

7. Approval of Operations & Maintenance Committee Meeting Minutes of February 2,2016

8. Adopt Resolutions Approved by Operations & Maintenance Committee of February 2,2016

PATCO-16-001 Approval of Title VI Submission to FederalTransit Administration

PATCO-16-002 Weed Control and Vegetation Management for 4Bridge Facilities and PATCO

PATCO-16-003 Temporary Transit Ambassadors

9. Unfinished Business

10. New Business

PATCO-16-004 Consideration of Pending PATCO Contracts(Between $25,000 and $100,000)

11. 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.

February 17, 2016 To the Commissioners: The following is a summary of recent PATCO activities, with supplemental information attached. HIGHLIGHTS

STEWARDSHIP

Completion of Bicycle Rack Installations in Subway Station Concourses – Thanks to CAC and Bicycle Coalition member John Boyle, PATCO has implemented recommendations from the DVRPC’s “PATCO Concourse Level Bicycle Improvement Evaluation” study. Using FTA funding under a Transit Enhancement Grant, PATCO purchased 33 bicycle racks. Cyclists are able to lock up their bikes at concourse level, with the first units installed at Locust Street Stations last year in areas visible to surveillance cameras. With the installation of additional cameras at City Hall and the Chestnut Street Concourse that serves 8th/Market Street Station, bike racks have now been installed at those two stations, completing the project. Bike racks are now available at all 13 stations.

General Manager’s Report – for February 17, 2016 Meeting

City Hall Station Tour & Blog – At the request of several individuals interested in transit and the history and development of Camden, PATCO hosted tours of our full City Hall concourse, including the tunnels that have long been closed off to the public. The Courier Post published a feature titled “What Lies Beneath Camden?” and in just two days, over 1500 people viewed a blog and photos on https://southjerseyist.wordpress.com/2016/01/12/ghosts-of-city-hall-the-patco-station-youve-never-seen/.

Safety Slogan Contest – DRPA/PATCO invites all employees to submit entries in the annual safety slogan contest. This competition reminds everyone of our commitment to safety. PATCO Station Supervisor Fran Egolf won the contest this year with the following Escalators / Elevators – In January we again exceeded our goals. Availability of all escalators was 97.8%, and elevator availability was 98.9%.

Operational Percentage – January, 2016

Equipment Target Actual Variance Favorable / Unfavorable

Escalators (14) 90% 97.8% +7.8% F

Elevators (11) 97% 98.9% +1.9% F

SERVICE Service throughout the Snow Storm – On January 23 and 24, our region was hit with the fourth largest snow storm in history. PATCO implemented our snow plan, utilizing snow trains to keep running rails clear, an ice train dispensing de-icer, and numerous third rail and switch heaters. With the help of a snow plowing contractor at three stations, PATCO cleared all the parking lots; platforms and sidewalks were shoveled to serve our customers over the weekend and in preparation for the return of commuters on Monday morning. Positive feedback included comments such as “thank you for running through blizzards,” “Great job by PATCO getting me to work hassle free,” and “In my 33 years of taking PATCO to/from work, this is the BEST job I’ve ever seen relating to the clearing of the parking lots and sidewalks of snow!”

https://southjerseyist.wordpress.com/2016/01/12/ghosts-of-city-hall-the-patco-station-youve-never-seen/


COMMUNITY The Food Bank of South Jersey / White Horse Rotary Food Distribution – Despite procedural and weather challenges, we were able to host the monthly distribution of food to those in need at our Lindenwold Station. Thanks to our responsive Legal and Risk Management Departments, a 2016 Right of Entry Agreement was executed in time to kick off this year’s community service program. Girl Scouts Return to PATCO – Last year we received at least a dozen thank you notes from troops whose programming relies on the proceeds of cookie sales. With the permission of our Board and a Right of Entry Agreement in place, the Girl Scout Council has again coordinated Friday afternoon/evening sales at many of our stations. Scouts even greeted our passengers on the first day of our major January snow storm, undeterred by the weather. FINANCE

Reports do not include some year end adjustments which are still pending. These reports are unaudited and are marked as “Preliminary Only”.

PATCO Income year to date (through 12/31/15) amounted to $27,232,998 compared with a Budget Anticipated Income of $26,007,575, a favorable variance of $1,225,423 or 4.71%. Operating expenses during December 2015 amounted to $4,497,126, compared with a Budget Anticipated Expense of $4,147,114, an unfavorable variance of $350,012 or 8.44%. Year to date expenses totaled $48,534,448, compared with a Budget Anticipated Expense of $52,260,293, a favorable variance of $3,725,845 or 7.13%. During the month of December 2015, PATCO experienced a Net Operating Loss (excluding rental and non-recurring charges) of $1,809,460. The cumulative Net Operating Loss (excluding rental and non-recurring charges) through 12/31/15 totaled $21,301,450. Total Cumulative Loss year to date (including Lease Rental charges) equaled $27,423,450. Net Transit Loss (including lease expense) for the month ending 12/31/2015 was $2,319,627. Through December 31, 2015

2015 Budget

2015 Actual

Variance

Income $26,007,575 $27,232,998 $1,225,423 F Expenses $52,260,293 $48,534,448 $3,725,845 F Operating Ratio .4977 .5611 Passengers 10,200,000 10,169,487 30,513 U Car Miles 4,749,088 4,475,610 273,478


The passenger count for the month of December 2015 totaled 872,108, an increase of 57,523 (+7.06%) when compared to December 2014. A comparison of calendars reveals that each December contained the same number of Saturdays and Sundays, but the holiday in 2015 was on a Friday, compared to the holiday in 2014 being on a Thursday, which may have contributed at least partially to the very positive variance in December of 2015. Ridership for all of 2015, including December totaled 10,169,487, an increase of 162,231 compared to 2014, a 1.62% increase in ridership.

PERSONNEL TRANSACTIONS

The following personnel transactions occurred in January, 2016: NAME POSITION DEPT. DATE APPOINTMENT(S) Damon Green Dispatcher Trainee Transit Services 1/25/16 Phillip Pritchett Dispatcher Trainee Transit Services 1/25/16 Nancelis Serrano Dispatcher Trainee Transit Services 1/25/16 APPOINTMENT(S) – TEMPORARY - None PROMOTION(S) Rachel Green From: Customer Service Agent Transit Services 1/23/16 To: Dispatcher Trainee Transit Services UPGRADE - None TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION Phil P. Olivo, Jr. From: Foreman Fare Collection To: Acting Manager, Fare Collection Fare Collection 1/01/16 – 3/31/16 William R. Gobeler From: Technical Supervisor Transit Services To: Acting Director Transit Services 1/16/16 – 7/16/16 Patrick M. McBride From: Director Transit Services To: Acting Assistant General Office of the Manager General Manager 1/16/16 – 4/29/16 TRANSFER(S) - None


RESIGNATION(S) - None RETIREMENT(S) Raymond Lewis Manager, Mechanical/ Custodial Equipment 1/15/16 Carmella Monteleone Administrative Secretary Safety 1/21/16 DECEASED – None PURCHASING & MATERIAL MANAGEMENT During the month of January, 172 purchase orders were issued with a total value of $704,864. Of the $637.60 in monthly purchases where minority vendors could have served PATCO needs, $598 was awarded to MBEs and $39.60 to WBEs. The $637.60 total MBE/WBE purchases represent 0.09% of the total spent and 100% of the purchases available to MBE/WBEs. With the implementation of SAP, we are not yet able to report the number of storeroom transactions and the book value of inventory on hand but expect to provide this information at the March Board Meeting. TRANSIT SERVICES The on-time performance for the 5,316 scheduled trips in January was 94.66%. A single incident accounted for 27% of annulled and 11% of delayed trains, and 71% of stations bypassed this month. At the beginning of our evening peak on January 13, we were informed that a tree on an adjoining property was damaged and the trunk was actively cracking, posing an imminent threat to our tracks and power lines and to any trains and passengers in the area. We suspended all service between Haddonfield and Woodcrest Stations from 4:35 p.m. until 6:30 that evening while tree removal experts worked quickly to cut down the tree and remove the hazard. During the service suspension, we sought assistance from NJ Transit, who provided as much shuttle service as they could and cross-honored our tickets. This one incident accounted for 21 annulments, 21 late trains, and 172 stations bypassed. If we recalculate on-time performance to remove the annulments and scheduled trains during the tree incident, on-time performance for January would be 95.68%. Cold, wintry weather also presents special challenges to keeping trains running. Although we perform maintenance diligently to make repairs and have sufficient trains available to run our frequent schedule, lack of equipment accounted for 11% of the incidents of delay this January, mirroring January of last year. The chart below provides additional details regarding the causes of delays and annulments in January, 2016:


MAINTENANCE The following significant maintenance initiatives progressed in January:

Eleven (11) rebuilt motors one (1) quality used motor are available for installation as needed. Fifty-eight (58) motors are at vendors for repair, and thirteen (13) are being processed for shipment.

We have established a goal of 50 truck overhauls in 2016. One (1) truck was assembled in January. We will be swapping four (4) small wheel trucks with Alstom.

One (1) rebuilt gearbox is currently available. Two (2) wheelsets are assembled and ready for truck building. We are still relying heavily on UTC to support our gearbox overhaul program, but Penn Machine has started to deliver some gearboxes under the contract. Fifty-eight (58) gearboxes are at vendors for repair with 24 at UTC and 34 at Penn Machine.

In January during night shifts, we completed 48 exterior washes. Upon receipt of Vapor cleaners, interior “scrubs” will be moved to Track 3 in the annex building, freeing up the car wash during the day shift. In the interim, we cleaned 140 windshields and performed heavy cleaning of the interior of 12 cars.

Equipment Defect, 60%

Lack of Equipment, 11%

W&P Elec - Signal - Radio, 2%

W&P Track - Wayside, 6%

Passenger Issues, 2%

Trespasser, 2%

Public Safety Issues, 5%

Transit Operations, 7%

Weather, 1%

Deer/Animals, 1% Other, 2%

Brake/Comp 16 Doors 7 Window 6 Propulsion 4 OLCB 4 Misc 15

January 2016 Incidents


Car overhaul - We have 28 overhauled cars on-site and 24 have been conditionally accepted.

Car Overhaul – Alstom-supplied test equipment – With respect to the S500 automated test station, resolution of the fault detection within the propulsion equipment is still pending. Software work stations are still pending.

Car Overhaul – In January, one Manager, two Foremen, seven Electronic Technicians and four AC Electricians completed diagnostic system training provided by Alstom. Low voltage power supply training is scheduled for February.

Our Mean Distance Between Failures continues to compare favorably with our goal. (See the blue dot below that represents January of 2016.)

SAP – The resource system went live on January 4, and the Equipment Department opted to run SAP in a test environment while maintaining our historical maintenance data in Unisys.

Response to snow storm of January 23-24, 2016 – Staff assisted with snow related conditions during the blizzard as well as residual snow issues through the end of the month.

Ties were replaced along #1 and #2 loops in Lindenwold Yard.

New LED Mongoose lighting fixtures within the Camden Yard storage/track area were installed.

0

1000

2000

3000

4000

5000

6000

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

Goal

2014

2015

2016

Mile

s

CAR MEAN DISTANCE BETWEEN FAILURES


Right-of-way and signal inspections were performed.

Relay testing and repairs at interlockings and substations were performed.

Stations, subway tunnels, and parking lots were relamped as necessary.

Support services were provided as required for the following projects: o Testing of refurbished 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 Wiring modifications applied to the Camden Yard signal case (Contract 21E)

SAFETY The monthly report of the Safety Department is enclosed with this report. 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

01/04/16 AECOM BFB 5

01/04/16 Jacobs Engineering All PATCO sites 2

01/04/16 Jacobs Engineering Westmont 1

01/04/16 RCC 28-2007 Westmont 1

01/11/16 Simplex Grinnell PO 134852 All PATCO sites 1

01/11/16 Oliver Communications PO 134852 All PATCO sites 2

01/21/16 KS Engineers BRB Walkway 1

01/21/16 HNTB 21-E BFB 1

01/25/16 PATCO New Hires Transit Svc-Dispatcher

Trainees 4

01/26/16 RCC 28-2007 Westmont 1

Drug & Alcohol Tests – for January 2016 Random Drug only 10 Random Alcohol only 0 Random Drug & Alcohol Reasonable Suspicion Drug only Reasonable Suspicion Alcohol only

1 0 0

Post-Accident 0 TOTAL TESTS COMPLETED 11

MEMORANDUM PORT AUTHORITY TRANSIT CORPORATION of Pennsylvania & New Jersey

TO: John Rink

FROM: David Fullerton

SUBJECT: Monthly Report: Safety Department – January, 2016


2. Internal PATCO Safety Activities:

Conducted and participated in monthly SACC/Joint Workplace Committee meetings.

Conducted Bloodborne Pathogens/Defensive Driver Training (Transit Services Re-Instruction)

Conducted Security Drills (Equipment and Way & Power Depts) 3. Involvement in Authority Activities:

Participated in Programs & Activities subcommittee

Participated in Transit System Security Training (Houston, TX)

Participated in Incident Accident Investigation Committee 4. Outside Agency Involvement.

Not Applicable

General Manager’s Report

SERVICEo Snow storm – Jan. 23 & 24 – 4th largest in region

o Snow trains, ice trains, plowing by PATCO & contractor

o Lots of Positive Feedback such as:

“Great job getting me to work hassle free”

“Thanks for running through blizzards”

“In my 33 years of taking PATCO, this is the BEST job …clearing of the parking lots and sidewalks”


• Escalator / Elevator Availability

o Escalators 97.8% 7.8% above goal

o Elevators 98.9% 1.9% above goal

General Manager’s ReportSTEWARDSHIP

o Bike Racks

• 2015 – installed in areaswith camera surveillance

• Added cameras & racks atCity Hall and 8th/Market-South

• Now at ALL stations


o Safety Slogan – PATCO Winner


COMMUNITY

o City Hall Tour “SouthJerseyist” Blog andCourier Post Feature on Camden’s Past

Positive Response

o 2016 Food Bank / White Horse Rotary Club fooddistribution began at Lindenwold Station – oneSaturday each month

o Girl Scout Cookie Sales at 7 stations

PATCO BOARD MINUTES



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PORT AUTHORITY TRANSIT CORPORATION

BOARD MEETING

One Port Center2 Riverside DriveCamden, NJWednesday, January 20, 2016

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PRESENT

Pennsylvania Commissioners

Ryan Boyer, Chairman of DRPA/PATCO BoardRohan K. HepkinsAntonio Fiol-SilvaJohn Dougherty (for Pennsylvania Auditor General

DePasquale)Timothy Reese, Pennsylvania State Treasurer

(via telephone)

New Jersey Commissioners

Jeffrey Nash, Esq., Vice ChairmanE. Frank DiAntonioCharles FentressAlbert FrattaliRichard SweeneyTamarisk JonesRicardo Taylor

DRPA/PATCO Staff

John Hanson, President (PATCO)/Chief Executive OfficerDRPA)

Maria Wing, Deputy Chief Executive OfficerRaymond Santarelli, General Counsel and

Corporate SecretaryKristen Mayock, Deputy General CounselStephen Holden, Deputy General CounselKathleen P. Vandy, Assistant General CounselJames White, Chief Financial OfficerDan Auletto, Acting Chief Operating OfficerToni Brown, Chief Administrative OfficerMichael Venuto, Chief EngineerSteve Reiners, Director, Fleet ManagementWilliam Shanahan, Director, Government RelationsBarbara Holcomb, Manager, Capital GrantsGary K. Smith, Captain of Police, Public SafetyMike Reher, Sergeant, Public SafetyJohn Rink, General Manager, PATCOSusan Squillace, Manager, Procurement and Stores

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DRPA/PATCO Staff (continued)

David Gentile, Inspector GeneralKyle Anderson, Director, Corporate CommunicationsFran O'Brien, Manager, Customer and Community

RelationsAmy Ash, Contract Administrator, Contract

AdministrationKevin LaMarca, Director, Information ServicesLarry Walton, Construction & Maintenance Manager,

Walt Whitman BridgeSheila Milner, Administrative CoordinatorElizabeth McGee, Acting Records ManagerNancy Farthing, Executive Assistant to the CEODawn Whiton, Administrative Coordinator to the

Deputy CEO

Others Present

Amy Herbold, Esq., Senior Counsel, New JerseyGovernor's Authorities Unit


David Dix, Assistant to Chairman BoyerVictoria Madden, Chief Counsel (for Pennsylvania

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

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

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

(Pennsylvania Counsel)William Hosey, President, IBEW 351Richard Franzini, Business Agent, IUOE 542Olivia C. Glenn, Regional Manager, New Jersey

Conservation FoundationCraig Hrinkevich, Wells FargoTara Chupka (Assistant to John Dougherty)Brian Stevenson

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I N D E X

Page

Roll Call 5

Report of the General Manger - January 2016 6

Approval of December 9, 2015 PATCO BoardMeeting Minutes 9

Monthly List of Previously Approved PaymentsCovering the Month of December 2015 and MonthlyList of Previously Approved Purchase Orders andContracts of December 2015 10

Approval of Balance Sheet and Equity Statementdated November 30, 2015 10

Unfinished Business 11

New Business 11


Adjournment 11

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CHAIRMAN BOYER: Can we have a roll call?

MR. SANTARELLI: Chairman Boyer?

CHAIRMAN BOYER: Present.

MR. SANTARELLI: Vice Chairman Nash?

VICE CHAIRMAN NASH: Here.

MR. SANTARELLI: Commissioner Dougherty?

COMMISSIONER DOUGHERTY: Present.


COMMISSIONER DiANTONIO: Present.


COMMISSIONER FIOL-SILVA: Present.




COMMISSIONER HEPKINS: Present.

MR. SANTARELLI: Commissioner Frattali?

COMMISSIONER FRATTALI: Here.


TREASURER REESE: Present.

MR. SANTARELLI: Commissioner Jones?

COMMISSIONER JONES: Here.

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MR. SANTARELLI: Commissioner Taylor?

COMMISSIONER TAYLOR: Present.


CHAIRMAN BOYER: Thank you. Report of the

General Manager. John Rink, do you have any comments

on your report?

MR. RINK: Yes, thank you, Mr. Chairman and

Commissioners. Good morning. My report stands as

submitted, but I'd like to highlight the positive

direction in how PATCO ended the year 2015.

In regards to service, the bridge project

completed its daily weekday outages. Currently, they

are working weekends on punch list items. But we were

able, on January 4th, to return to our traditional

service on weekdays for the first time in two years.

We were able to increase our headways to our day base

to 12 minutes from 15, and improve service on

Saturdays from a 30-minute to a 25-minute headway.

As you'll see in my report, our on-time

performance for 2015 ended with a highlight. For the

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month of December, our on-time performance was 98.63

percent. For the year, if we remove the storm that

occurred in June, our on-time performance for the

entire year was 97.03 percent.

We also ended on a positive note in regards to

five-year trends for our ridership. For the first

time since 2011, our ridership ended the year on an

upward trend. We were able to come in 162,000 over

our 2014 ridership, a 1.6 percent increase. We were

under our budget by approximately 30,000 riders, but

if you remove the fact that we lost almost 27,000

riders on the day of the June 24th storm, we were

within budget of 3 percent.

I'd like to also highlight our stewardship for

our elevators and escalators. We ended our year at

94.8 percent availability for escalators and 98.7

percent for elevators for the year.

Also, if you look at the chart under ‘mean

distance between failures,’ we ended 2015 on a

positive trend by exceeding our goal of 4,600 miles

between failures.

That's all, Mr. Chairman.

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CHAIRMAN BOYER: Thank you. John, I would

like to say that your guys did a great job removing

that tree off the track in record time and coming up

with an alternative way to get our passengers home

safely.

But I guess I have a question. Did we then

look at the route that our train travels and see if

there are any more imminently dangerous trees? Can we

take some proactive measures, not just reactive ones,

next time?

MR. RINK: Yes, actually, just for the Board's

-- and I do have pictures, if you're interested in

seeing afterwards. This was not a tree on PATCO

property. It was actually a tree in a park in the

Borough of Haddonfield. If not for the neighbor who

happened to be walking his dog that day and heard the

tree crackling, we would not have been advised of the

situation.

We do inspections, Mr. Chairman and the Board,

twice on our track, for our track inspections and also

our management team, so we do look along the railway

for issues such as this. Also, our train operators

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are very diligent as they operate the trains. We will

have reports that they notice something on the

outskirts of our right of way, and we'll move to

address that.

CHAIRMAN BOYER: I'm sure we have a robust

plan for the snow that may or may not come. I

remember last year they had all this “The Great

Nor'easter” talk and it was a great nothing. But do

we have plans for the snow they're speaking of?

MR. RINK: Correct, Mr. Chairman. We'll be

ready for the snowstorm.

MR. HANSON: Both at PATCO and the bridges,

Mr. Auletto is prepared, as well.

MR. AULETTO: Yes, sir, we're prepared.

CHAIRMAN BOYER: Any more comments on the

report? If not, I'll entertain a motion?




ALL: Aye.


Approval of December 9, 2015, PATCO Board

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Meeting Minutes.




ALL: Aye.


Monthly List of Previously Approved Payments

and Monthly List of Previously Approved Purchase

Orders and Contracts Covering the Month of December

2015. I will accept a motion to receive and file the

Monthly List of Previously Approved Payments and

Monthly List of Previously Approved Purchase Orders

and Contracts Covering the Month of December 2015.




ALL: Aye.


Balance Sheet and Equity Statement Dated

November 30, 2015. I'll accept a motion to receive

and file the Balance Sheet and Equity Statement Dated

November 30, 2015.

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ALL: Aye.


There are no items for Unfinished Business for

the PATCO Board.

There are no items for New Business for the

PATCO Board.

I will now call for a motion to go into

Executive Session.




ALL: Aye.


Will you please have everyone leave the room

that should not be here?



CHAIRMAN BOYER: We are now back in Open

Session. I'll take a motion for Adjournment.

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ALL: Aye.

CHAIRMAN BOYER: All opposed? Meeting

adjourned.

(Whereupon, the meeting ended with a Motion to

adjourn both DRPA and PATCO Board meetings on

Wednesday, January 20, 2016 at 11:10 a.m.)


Raymond J. SantarelliGeneral Counsel andCorporate Secretary

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proceedings before the Port Authority Transit

Corporation on January 20, 2016, were held as herein

appears, and that this is the original transcript

thereof for the file of the Authority.

_________________________Tom BowmanFREE STATE REPORTING, INC.

PATCO MONTHLY LIST OF

PREVIOUSLY APPROVED

MONTHLY LIST OF PAYMENTS

PATCO MONTHLY LIST OFPREVIOUSLY APPROVED

PURCHASE ORDERS & CONTRACTS

PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS - JANUARY 2016


(P=PATCO)


4500000404 1 25KTHRES 100620 BILLOWS ELEC SUPPLY CO I NC ELEC EQP/SUPP-NO CBL $250.00

4500000404 2 25KTHRES 100620 BILLOWS ELEC SUPPLY CO I NC ELEC EQP/SUPP-NO CBL $1,250.00



4500000404 $5,000.00

4500000405 1 25KTHRES 100022 ACE PLUMBING & ELECTRICAL SUPPLIES BLDGS/GRNDS- MAINT. $110.67

4500000405 2 25KTHRES 100022 ACE PLUMBING & ELECTRICAL SUPPLIES BLDGS/GRNDS- MAINT. $106.31

4500000405 $216.98

4500000411 1 25KTHRES 100669 LINDLEY ELECTRIC SUPPLY BLDGS/GRNDS- MAINT. $1,630.15

4500000411 $1,630.15

4500000418 1 25KTHRES 100832 D.M DIRECT OFFICE SUPPLIES $136.08






4500000418 $464.24

4500000439 1 P-14-028 100443 SWIGER COIL SYSTEMS, A WABTEC COMPA TRANS CAR EQUIP-ELEC $8,520.00

4500000439 $8,520.00


4500000440 $8,520.00


4500000441 $4,768.00


4500000442 $4,768.00

4500000443 1 P-14-028 101323 SHERWOOD ELECTROMOTION INC. TRANS CAR EQUIP-ELEC $19,666.00

4500000443 $19,666.00


4500000444 $19,666.00


4500000445 $19,890.00


4500000447 $19,666.00


4500000448 $19,666.00


4500000449 $19,666.00

4500000450 1 25KTHRES 100147 ECHELON FORD INC AUTO MAINT/RPR PRTS $5,000.00

4500000450 $5,000.00

4500000451 1 25KTHRES 100516 WINNER FORD AUTO MAINT/RPR PRTS $5,000.00

4500000451 $5,000.00

4500000452 1 25KTHRES 100918 HOME DEPOT HARDWARE & RELATED $15,000.00

4500000452 $15,000.00

4500000453 1 25KTHRES 100977 LOWE'S COMMERCIAL SERVICES HARDWARE & RELATED $15,000.00

4500000453 $15,000.00

4500000455 1 25KTHRES 100463 TIRE CORRAL AUTO MAINT/RPR PRTS $5,000.00

4500000455 $5,000.00

4500000458 1 25KTHRES 100762 BLAESE'S TIRE SERVICE INC. AUTO MAINT/RPR PRTS $5,000.00

4500000458 $5,000.00

4500000460 1 25KTHRES 100219 HOOVER TRUCK CENTERS AUTO/RELATED TRANSPO $5,000.00

4500000460 $5,000.00

4500000461 1 25KTHRES 100207 HARRY'S SUPPLY LLC. PLUMBING EQP & SUPP $5,000.00

4500000461 $5,000.00

4500000463 1 25KTHRES 100167 ENGINEERED HYDRAULICS, INC AUTO SHOP EQUIP. $5,000.00

4500000463 $5,000.00

4500000464 1 25KTHRES 100950 JOSEPH FAZZIO INC. HARDWARE & RELATED $5,000.00

4500000464 $5,000.00

4500000465 1 25KTHRES 100201 HADDON LOCKSMITH LOCKS/LOCKSMITH SRVS $5,000.00

4500000465 $5,000.00

4500000466 1 25KTHRES 100079 BROWN MACHINE WORKS INC PLUMBING EQP & SUPP $2,500.00

4500000466 $2,500.00

4500000467 1 25KTHRES 100808 COLONIAL ELECTRIC SUPPLY CO.,INC. ELEC EQP/SUPP-NO CBL $5,000.00

4500000467 $5,000.00

4500000468 1 25KTHRES 100111 CONROY, INC. BUILDER'S SUPPLIES $5,000.00

4500000468 $5,000.00

4500000469 1 25KTHRES 100428 SOUTH JERSEY WELDING SUPPLY CO WELDING EQP & SUPP $5,000.00

4500000469 $5,000.00

4500000470 1 25KTHRES 100512 WHARTON HARDWARE & SUPPLY HARDWARE & RELATED $5,000.00

4500000470 $5,000.00

4500000471 1 25KTHRES 100966 LAUREL LAWNMOWER SERVICE AGRICULT. REPAIR PTS $5,000.00

4500000471 $5,000.00

4500000472 1 25KTHRES 100231 INDCO INC APPLIANCES AND EQP $2,500.00

4500000472 $2,500.00

4500000474 1 25KTHRES 100884 FRANKLIN TRAILERS, INC. AUTO MAINT/RPR PRTS $5,000.00

4500000474 $5,000.00

4500000475 1 25KTHRES 101353 UNITED REFRIGERATION, INC. HVAC $5,000.00

4500000475 $5,000.00

4500000476 1 25KTHRES 100038 ALL SEASONS RENTAL & REPAIR INC MAINT/REPAIR-GEN.EQP $5,000.00

4500000476 $5,000.00

4500000477 1 25KTHRES 100200 H.A. DEHART & SON, INC. AUTO MAINT/RPR PRTS $5,000.00

4500000477 $5,000.00

4500000478 1 25KTHRES 101333 GARDEN STATE PAVING COMPANY RD&HWY EQP (ASPHALT) $5,000.00



(P=PATCO)


4500000478 $5,000.00

4500000479 1 25KTHRES 101021 NAPA AUTO PARTS - BLACKWOOD AUTO MAINT/RPR PRTS $5,000.00

4500000479 $5,000.00

4500000480 1 25KTHRES 101299 CONSOLIDATED ELECTRICAL DISTRIBUTOR ELEC EQP/SUPP-NO CBL $5,000.00

4500000480 $5,000.00

4500000481 1 25KTHRES 100647 EASTERN LIFT TRUCK CO INC AUTO MAINT/RPR PRTS $2,500.00

4500000481 $2,500.00

4500000482 1 25KTHRES 100151 ED'S RENTAL AND TOOLS INC. HARDWARE & RELATED $5,000.00

4500000482 $5,000.00


4500000483 $5,000.00

4500000484 1 25KTHRES 101303 INDUSTRIAL SERVICES HARDWARE & RELATED $5,000.00

4500000484 $5,000.00

4500000485 1 25KTHRES 101302 JAMES DOORCHECK INC. HARDWARE & RELATED $2,500.00

4500000485 $2,500.00

4500000486 1 25KTHRES 101329 JB & SON'S CONCRETE PRODUCTS, INC. RD&HWY EQP (ASPHALT) $5,000.00

4500000486 $5,000.00

4500000487 1 25KTHRES 101325 JUST CERAMIC TILE FLOOR COV & INSTALL $5,000.00

4500000487 $5,000.00

4500000488 1 25KTHRES 101293 NAT ALEXANDER CO INC FIRE PROTECTION EQP $5,000.00

4500000488 $5,000.00

4500000489 1 25KTHRES 101338 NATIONAL AUTOMATED SOLUTIONS FENCING $5,000.00

4500000489 $5,000.00

4500000490 1 25KTHRES 101332 ONE CALL CONCEPTS CONSTR SRVS GENERAL $1,500.00

4500000490 $1,500.00

4500000491 1 25KTHRES 101310 PELLEGRINO CHEVROLET AUTO MAINT/RPR PRTS $5,000.00

4500000491 $5,000.00

4500000492 1 25KTHRES 101308 PERRONE DOOR CO BLDGS/GRNDS- MAINT. $2,500.00

4500000492 $2,500.00

4500000493 1 25KTHRES 100925 HUNTER TRUCK SALES & SERVICE AUTO MAINT/RPR PRTS $5,000.00

4500000493 $5,000.00

4500000495 1 25KTHRES 101319 SAR AUTOMOTIVE AUTO SHOP EQUIP. $1,000.00

4500000495 2 25KTHRES 101319 SAR AUTOMOTIVE AUTO SHOP EQUIP. $4,000.00

4500000495 $5,000.00

4500000498 1 25KTHRES 100601 V.E.RALPH & SON,INC. 1ST AID & SAFETY EQP $280.80






4500000498 $2,013.00


4500000507 $4,768.00


4500000508 $5,194.00


4500000509 $4,768.00


4500000510 $7,968.00


4500000511 $4,478.00

4500000512 1 P-14-028 100443 SWIGER COIL SYSTEMS, A WABTEC COMPA TRANS CAR EQUIP-ELEC $0.01

4500000512 $0.01

4500000513 1 25KTHRES 100677 PEIRCE-PHELPS, INC HVAC $5,000.00

4500000513 $5,000.00

4500000516 1 25KTHRES 101140 SOUTH JERSEY SHORT LOAD RMC BUILDER'S SUPPLIES $5,000.00

4500000516 $5,000.00

4500000517 1 25KTHRES 101137 SOUTH CAMDEN IRON WORKS HARDWARE & RELATED $5,000.00

4500000517 $5,000.00

4500000518 1 25KTHRES 101176 TOZOUR ENERGY SYSTEMS, INC. HVAC $5,000.00

4500000518 $5,000.00

4500000519 1 25KTHRES 101318 WEINSTEIN INDUSTRIAL PLUMBING EQP & SUPP $5,000.00

4500000519 $5,000.00

4500000520 1 25KTHRES 101239 WILLIER ELECTRIC COMPANY ELEC EQP/SUPP-NO CBL $5,000.00

4500000520 $5,000.00

4500000521 1 25KTHRES 100252 JOHNSTONE SUPPLY HVAC $5,000.00

4500000521 $5,000.00

4500000522 1 25KTHRES 100939 IRVINE FIRE & SAFETY FIRE PROTECTION EQP $2,500.00

4500000522 $2,500.00

4500000524 1 25KTHRES 100079 BROWN MACHINE WORKS INC PLUMBING EQP & SUPP $2,500.00

4500000524 $2,500.00

4500000525 1 25KTHRES 100835 DAMON K. LACEY FERT/SOIL CONDITION. $5,000.00

4500000525 $5,000.00

4500000526 1 25KTHRES 100879 FASTENAL COMPANY HARDWARE & RELATED $5,000.00

4500000526 $5,000.00

4500000527 1 25KTHRES 100648 ERIAL CONCRETE INC. MAINT/REPAIR-BLDG $5,000.00

4500000527 $5,000.00

4500000528 1 25KTHRES 100498 VOORHEES HARDWARE, INC. HARDWARE & RELATED $5,000.00

4500000528 $5,000.00

4500000529 1 25KTHRES 100098 CHERRY VALLEY TRACTOR SALES AUTO MAINT/RPR PRTS $5,000.00

4500000529 $5,000.00

4500000530 1 25KTHRES 100753 BARTON SUPPLY INC. PLUMBING EQP & SUPP $5,000.00



(P=PATCO)


4500000530 $5,000.00

4500000531 1 25KTHRES 100175 FISLER & CASSEDY INC HVAC $5,000.00

4500000531 $5,000.00

4500000532 1 25KTHRES 100900 GRAINGER ELEC EQP/SUPP-NO CBL $5,000.00

4500000532 $5,000.00

4500000533 1 25KTHRES 100908 HAMPTON INN BLDGS/GRNDS- MAINT. $1,200.00

4500000533 $1,200.00

4500000534 1 25KTHRES 100274 LAWNMOWER PARTS, INC. AGRICULT. REPAIR PTS $5,000.00

4500000534 $5,000.00

4500000535 1 25KTHRES 100613 PERFORMANCE DODGE, INC AUTO MAINT/RPR PRTS $5,000.00

4500000535 $5,000.00

4500000536 1 25KTHRES 100902 GRAYBAR ELECTRIC CO. INC. ELEC EQP/SUPP-NO CBL $5,000.00

4500000536 $5,000.00

4500000537 1 25KTHRES 100491 UNIVERSAL ELECTRONIC SUPPLY CO. ELEC EQP/SUPP-NO CBL $5,000.00

4500000537 $5,000.00

4500000538 1 25KTHRES 100291 MERCHANTVILLE OVERHEAD DOOR BUILDER'S SUPPLIES $5,000.00

4500000538 $5,000.00

4500000539 1 25KTHRES 100140 DOOR DEVICE INC BUILDER'S SUPPLIES $5,000.00

4500000539 $5,000.00

4500000540 1 25KTHRES 100949 JOHNSON & TOWERS INC MAINT/REPAIR-HVY EQP $2,500.00

4500000540 $2,500.00

4500000541 1 25KTHRES 100222 HOUPERT TRUCK SERVICE AUTO MAINT/RPR PRTS $5,000.00

4500000541 $5,000.00

4500000542 1 25KTHRES 100306 NATIONAL BATTERY CO. FIRE PROTECTION EQP $2,500.00

4500000542 $2,500.00

4500000543 1 25KTHRES 100947 JESCO MAINT/REPAIR-HVY EQP $5,000.00

4500000543 $5,000.00

4500000545 1 25KTHRES 100287 MAGNUS COMPUTERS COMP ACCESS./SUPP. $2,500.00

4500000545 $2,500.00

4500000548 1 25KTHRES 100712 EDWARD KURTH & SONS INC STEAM&HOT WTR BOILER $5,000.00

4500000548 $5,000.00

4500000550 1 25KTHRES 100796 CHICKS BLOCK CO. BUILDER'S SUPPLIES $2,500.00

4500000550 $2,500.00

4500000551 1 25KTHRES 100713 ALLIED ELECTRONICS AUTO/RELATED TRANSPO $5,000.00

4500000551 $5,000.00

4500000553 1 25KTHRES 100664 SAF-GARD SAFETY SHOE COMPANY SHOES AND BOOTS $1,025.00

4500000553 2 25KTHRES 100664 SAF-GARD SAFETY SHOE COMPANY SHOES AND BOOTS $410.00



4500000553 $2,870.00

4500000554 1 25KTHRES 100479 TRU-FIT FRAME & DOOR CORP. BLDGS/GRNDS- MAINT. $5,000.00

4500000554 $5,000.00

4500000555 1 25KTHRES 100022 ACE PLUMBING & ELECTRICAL SUPPLIES PLUMBING EQP & SUPP $5,000.00

4500000555 $5,000.00

4500000557 1 25KTHRES 100955 KENNEDY CULVERT & SUPPLY CO. PLUMBING EQP & SUPP $2,500.00

4500000557 $2,500.00

4500000558 1 25KTHRES 101367 PRISM ENGINEERING DATA PROC SRVS & SW $1,495.00

4500000558 $1,495.00

4500000560 1 25KTHRES 100911 HD SUPPLY WATERWORKS, LTD. BLDGS/GRNDS- MAINT. $2,028.00

4500000560 2 25KTHRES 100911 HD SUPPLY WATERWORKS, LTD. BLDGS/GRNDS- MAINT. $96.00

4500000560 3 25KTHRES 100911 HD SUPPLY WATERWORKS, LTD. BLDGS/GRNDS- MAINT. $264.00

4500000560 $2,388.00

4500000562 1 25KTHRES 100344 PENN JERSEY MACHINERY BUILDER'S SUPPLIES $5,000.00

4500000562 $5,000.00

4500000569 1 25KTHRES 101047 NORRIS SALES CO. INC. HARDWARE & RELATED $5,000.00

4500000569 $5,000.00

4500000574 1 25KTHRES 101331 CENTRAL JERSEY EQUIPMENT AUTO MAINT/RPR PRTS $5,000.00

4500000574 $5,000.00

4500000575 1 25KTHRES 101362 NATIONAL PAVING ROAD/GRDS/PARK AREA $5,000.00

4500000575 $5,000.00

4500000576 1 25KTHRES 101361 TRAP ROCK INDUSTRIES ROAD/GRDS/PARK AREA $5,000.00

4500000576 $5,000.00

4500000577 1 25KTHRES 101370 TAB INC. PAPER/PLAS-DISPOSE $1,800.00

4500000577 $1,800.00

4500000578 1 25KTHRES 101326 DEJANA TRUCK & UTILITY EQUIPMENT CO AUTO MAINT/RPR PRTS $5,000.00

4500000578 $5,000.00

4500000579 1 25KTHRES 100103 CL PRESSER CO HARDWARE & RELATED $5,000.00

4500000579 $5,000.00


4500000582 $13,138.00


4500000583 $4,768.00




4500000593 $331.34

4500000601 1 25KTHRES 101369 REDY BATTERY ELEC EQP/SUPP-NO CBL $5,000.00

4500000601 $5,000.00

4500000602 1 25KTHRES 101133 SIMPLEXGRINNELL LP SEC/FIRE/EMER SRVS $600.00

4500000602 $600.00

4500000603 1 25KTHRES 101133 SIMPLEXGRINNELL LP SEC/FIRE/EMER SRVS $4,000.00

4500000603 $4,000.00



(P=PATCO)


4500000604 1 25KTHRES 101363 HALE TRAILER BRAKE & WHEEL, INC. AUTO MAINT/RPR PRTS $5,000.00

4500000604 $5,000.00

BALANCE SHEET

ASSETSDecember 31,2014 December 31, 2015

Cash (Includes $107,460 in Station Escrow Funds) $1,061,666 $955,624Investments (Note 1) 2,655,000 2,656,176Accounts Receivable 1,208,970 2,032,060Inventory at lower of cost (first-in, first-out) or market 5,584,046 5,595,482Prepaid Expenses 1,430,192 1,449,972Work Orders in Progress 1,885,433 1,554,513

$13,825,307 $14,243,827

LIABILITIES AND EQUITYLiabilities:

Accounts Payable:Trade $ 2,368,155 $1,814,643Delaware River Port Authority (Note 2) 250,852,000 256,974,000

Accrued Liabilities:Reserve for Other Post Employment Benefits (Note 4) 10,269,503 8,582,810Deferred Revenue (Note 5) 3,706,376 4,127,648Wages 756,490 483,475Payroll taxes 51,842 41,485Pension and Other 663,315 496,377Sick Leave Benefits 417,209 333,950Reserve for Unused Vacation 357,291 398,198Reserve for contingent liabilities (Note 3) 3,468,561 3,006,564

$ 272,910,742 $ 276,259,150

Equity:Advances from Delaware River Port Authority 385,338,619 409,832,182Deficit ($ 644,424,054) ($ 671,847,504)

$ 13,825,307 $ 14,243,828

December 31, 2015BALANCE SHEET

PORT AUTHORITY TRANSIT CORPORATION

(PRELIMINARY ONLY)

Year to date ended Month ended

December 31, 2015 December 31, 2015

Operating Revenues:

Passenger fares $24,920,523 $2,145,228

Passenger parking 822,356 68,832

Passenger - other 116,119 7,597

Advertising 736,499 106,090

Miscellaneous 637,501 359,920

Interest Income From Investments 0 0

$27,232,998 $2,687,667

Operating Expenses:

Maintenance of Way and Power 12,429,044 1,160,494

Maintenance of Equipment 7,405,283 724,278

Purchased Power 4,396,253 296,696

Transportation 17,642,659 1,580,140

General Insurance 1,290,294 160,695

Superintendence and General Office 5,370,915 574,822

48,534,448 4,497,125

Rent of Rapid Transit System Facilities (Note 2) 6,122,000 510,167

Other Post Employment Benefits Accrual (Note 4) 0 0

$54,656,448 $5,007,292

Net Income (loss) ( $ 27,423,450) ( $ 2,319,625)

Deficit, December 31, 2014 ($ 644,424,054)

Deficit, December 31, 2015 ($ 671,847,504)

FOR THE PERIOD INDICATED

See Notes To Financial Statements

(PRELIMINARY ONLY)

STATEMENT OF REVENUES AND EXPENSES AND DEFICIT

PORT AUTHORITY TRANSIT CORPORATION(A Wholly Owned Subsidiary Of Delaware River Port Authority)

PORT AUTHORITY TRANSIT CORPORATION(A Wholly Owned Subsidiary of the Delaware River Port Authority)

December 31, 2015

PRELIMINARY ONLY

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 $256,974,000 from January 1, 1974 through December 31, 2015 have notbeen made to the Authority.

3. Reserves for Contingent Liabilities:

Pursuant to a policy of self-insurance, the Corporation has reserved $ 856,411 for Comprehensive GeneralLiability and $ 2,150,153 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

Refer to Operations and

Maintenance Minutes

in the DRPA Board Packet

SUMMARY STATEMENT

ITEM NO.: PATCO-16-001 SUBJECT: Approval ofTitle VI Program Submission toFederal Transit Administration




PROPOSAL: That the Board approves the Title VI Program and authorizes staff tosubmit same to the Federal Transit Administration (FTA) by theApril 1, 2016, submission deadline as required by FTA Circular,4702.1B.

PURPOSE: To approve the Title VI Program and authorize its submission to theFederal Transit Administration (FTA).

BACKGROUND: FTA requires that all direct and primary grant recipients documenttheir compliance by submitting a Title VI Program to their FTAregional civil rights officer once every three years or as otherwisedirected by FTA. For all transit providers, the Title VI Program mustbe approved by the transit provider’s board of directors orappropriate governing entity or official(s) responsible for policydecisions prior to submission to FTA.

These requirements apply to all fixed route providers of publictransportation service so that no person or group of persons shall bediscriminated against with regard to the routing, scheduling, orquality of transportation service furnished as a part of the project onthe basis of race, color, or national origin. Frequency of service, ageand quality of vehicles assigned to routes, quality of stations servingdifferent routes, and location of routes may not be determined on thebasis of race, color, or national origin.

All transit providers shall set service standards and policies for eachspecific fixed route mode of service they provide. These standardsand policies must address how service is distributed across the transitsystem, and must ensure that the manner of the distribution affordsusers access to these assets.

Providers of public transportation shall also adopt system-wideservice policies to ensure service design and operations practices do

SUMMARY STATEMENT -2- Approval of Title VI ProgramO&M February 2, 2016 Submission to Federal

Transit Administration

not result in discrimination on the basis of race, color, or nationalorigin.

In September, 2014, with the support of John T. Hanson, DRPA CEOand PATCO President, and CAO Toni P. Brown, the Authorityestablished a Cross-Functional Title VI Team to prepare the Title VIProgram submission. The Cross-Functional team was led by AnnDuVall, Project Analyst in the Office of the CAO. Staff members fromthe following departments served on the team: PATCO, the Office ofthe Chief Administrative Officer, Human Resources Services, theOffice of the General Counsel, the Chief Engineer’s Office, the GrantsDepartment, Contracts Administration, and CorporateCommunications. Staff from the Print Shop also assisted the team.Regular team and team sub-committee meetings occurred over thepast year and one half resulting in the submission.

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: Federal Transit Administration

PATCO-16-001Operations & Maintenance Committee: February 2, 2016

Board Date: February 17, 2016Approval of Title VI Program Submission to

Federal Transit Administration

RESOLUTION

RESOLVED: That the Board hereby approves the Title VI Program; and be itfurther;

RESOLVED: That the appropriate officers of the Port Authority TransitCorporation be and hereby are authorized to submit to the FederalTransit Administration the approved Title VI Program submissionfor PATCO; and be it further;

RESOLVED: The Chair, Vice Chair and President must approve and are herebyauthorized 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: Federal Transit Administration

P R E S E N TAT I O N TO C O M M I S S I O N E R S

B Y

T O N I P. B R O W N , C H I E F A D M I N I S T R AT I V E O F F I C E R

A N N D U VA L L , P R O J E C T A N A LY S T, O F F I C E O F T H E C A O

F E B R U A RY 2 , 2 0 1 6

O P E R AT I O N S & M A I N T E N A N C E C O M M I T T E E

DRPA’s

Proposed 2016 Title VI Program

for Board Approval

Title VI: The Guiding Premise

Title VI of the Civil Rights Act of

1964 prohibits discrimination on the

basis of race, color, and national

origin in programs and activities

receiving federal financial assistance.

2

Title VI: Compliance is Essential

DRPA receives federal funding for PATCO.

Title VI Compliance is required for continued funding.

If a recipient of federal assistance is found to have discriminated and voluntary compliance cannot be achieved, the federal agency providing the assistance is required to:

initiate fund termination proceedings or

refer the matter to the Department of Justice for appropriate legal action.

3

Title VI Program Requirements

As a condition of receiving federal funding, PATCO is required to submit a Title VI Program document to the FTA every three (3) years.

Title VI Programs must include a comprehensive Public Participation Plan and a Language Assistance Plan.

Our next Title VI Program must be submitted to the FTA on or before April 1, 2016, and requires prior Board Approval.

O&M Committee – February 2, 2016

Board – February 17, 2016

4

DRPA’s 2016 Title VI Program:Highlights

The DRPA’s 2016 Title VI Program builds on

the already approved 2013 Title VI Program

and features the following:

Public Participation Plan

Language Assistance Plan (LAP)

Survey Results on PATCO Customer

Demographics

5

DRPA’s 2016 Title VI Program:

Public Participation Plan(PPP)Enhancements

In July 2013, at the recommendation of the FTA,

DRPA enhanced its PPP. On August 8, 2013, the

FTA concurred with the improved PPP. This Title

VI Program contains that enhanced PPP.

Our PPP contains steps our agency proposes to

follow in advance of a future toll or fare increase.

The PPP focuses on ensuring access to PATCO

services for Limited English Proficient (LEP)

individuals.

6

Who Are Limited English Proficient

(LEP) Individuals?

LEP individuals responded to the 2010 U.S.

Census.

They indicated they speak English “less than well”

or “not at all”.

7

DRPA’s 2016 Title VI Program:

Language Assistance Plan (LAP)

We enhanced our LAP as follows:

We surveyed PATCO employees who deal with the public to determine the frequency with which LEP persons come into contact with PATCO services;

In March, 2016, we will roll out a new training program to staff who interact with the public to give them tools to assist customers with “Language Assistance Needs.”

Four (4) new “tools” to provide language assistance to our customers include:

Newly designed “I SPEAK” Language Identification Card;

Use of “Google Translate” on a smart phone;

Access to “Language Line Solutions”, a 24/7 interpretation and translation service; and

Access to bi-lingual staff members at DRPA/PATCO

8

DRPA’s 2016 Title VI Program: Survey Requirement

DRPA is required every three (3) years to survey our

customers and report the results to FTA.

The Delaware Valley Regional Planning Commission,

(DVRPC), which is the federally designated

Metropolitan Planning Organization for the Greater

Philadelphia Region, helped staff develop a survey that

would ensure we collected the Customer Demographic

Data required by the FTA.

The communication plan for the survey included:

DRPA & PATCO websites

Seat drops

Station posters

Tweets & Facebook

Press releases

9

DRPA’s 2016 Title VI Program: Survey Requirement

DVRPC advised DRPA that the FTA preferred

moving away from paper surveys.

We used hand-held tablets provided by DVRPC.

The campaign, titled, “It Takes Two”, was very

successful.

PATCO staff and Transit Ambassadors surveyed a

random number of PATCO customers.

3,340 completed surveys.

Survey results were tabulated by DVRPC and are

contained in the Title VI Program (see pp. 85-110)

to be submitted to FTA on or before April 1, 2016.

10

Proposed 2016 Title VI Program: Next Steps

Operations & Maintenance Committee approval of the

Summary Statement & Resolution that relates to the 2016 Title

VI Program, PATCO-16-xx, Approval of the Title VI Program

Submission to Federal Transit Administration.

Board approval of above SS&Res on February 17, 2016,

which would include this Power Point presentation.

Following the NJ Governor’s Veto Period, submit our program

electronically to the FTA in “TrAMS on or before April 1,

2016.

11

2016 Title VI Program

Cross-Functional Title VI Team

Toni P. Brown, C AO, Project Lead

Ann DuVall, Project Analyst, CAO Office, Project Coordinator

Kelly Forbes, Director HRS

John D. Rink, PATCO GM

Bennett Cornelius, PATCO Assistant General Manager

Kathleen Imperatore, PATCO Director, Fare Collections

Phil Spinelli, PATCO Project Manager

Karen Dougherty, PATCO Administrative Coordinator

Heather Still, PATCO Administrative Coordinator

Johanne Corker, HRS Specialist

Barbara Holcomb, Manager, Capital Grants

Kathleen Vandy, Assistant General Counsel

Howard Korsen, Manager, Contract Administration

Amy Ash, Contract Administrator

Michael Venuto, Chief Engineer

Suryakant T. Patel, Associate Engineer

Ashok Patel, Manager, Construction & Maintenance

Kyle Anderson, Director, Corporate Communications

Mike Williams, Corporate Communications

12

SUMMARY STATEMENT

ITEM NO: PATCO-16-002 SUBJECT: Vegetation Managementand Weed Control Services for DRPAand PATCO Facilities




PROPOSAL: That the Board authorizes DRPA staff to enter into a three (3) yearcontract with Weeds, Inc. of Aston, PA. for Vegetation Management andWeed Control Services for DRPA and PATCO Facilities.

Amount: $182,100.00Contractor: Weeds, Inc.

Aston, PA

Other Bidders: JC Ehrlich Co., Inc. $184,563.00Reading, PAChemsearchWoolwich Twsp., N.J. No Bid (Vendor does

not provide productor service.)

PURPOSE: To provide Vegetation Management and Weed Control services for theBen Franklin Bridge, Commodore Barry Bridge, Walt Whitman Bridge,Betsy Ross Bridge and the PATCO High Speed Rail Line.

BACKGROUND: An invitation to bid was publicly advertised on December, 30, 2015 andissued to twelve (12) firms. Three (3) bids were received and publiclyopened on Thursday, January 21, 2016 at 11:00 a.m.

Weeds, Inc. has been in business since 1966 with an experienced staff oftechnicians and applicators. Weeds, Inc. is headquartered in Aston, Pawith regional offices in Pennsylvania, Ohio and Illinois.

The lowest responsive responsible bid was submitted by Weeds, Inc. inthe amount of $182,100.00. Therefore, staff recommends that thecontract be awarded to Weeds, Inc.

SUMMARY STATEMENT -2- Vegetation ManagementO&M 02/02/2016 and Weed Control Services

______________________________________________________________________________

SUMMARY: Amount: $182,100.00Source of Funds: Operating Budget - Revenue FundCapital Project #: N/AOperating Budget: $182,100.00Master Plan Status: N/AOther Fund Sources: N/ADuration of Contract: Three (3) yearsOther Parties Involved: N/A

PATCO-16-002Operations & Maintenance Committee: February 02, 2016

Board Date: February 17, 2016Vegetation Management and Weed Control

Services for DRPA and PATCO Facilities

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authorityauthorize DRPA staff to negotiate a three (3) year contract with Weeds,Inc. of Aston, Pennsylvania to provide Vegetation Management andWeed Control Services to all DRPA Bridges and PATCO High SpeedRail Line.

RESOLVED: The Chair, Vice Chair and the Chief Executive Officer approve and arehereby authorized to approve and execute all necessary agreements,contracts, or other documents on behalf of the DRPA. If suchagreements, contracts, or other documents have been approved by theChair, Vice Chair and Chief Executive Officer and if thereafter eitherthe Chair or Vice Chair is absent or unavailable, the remaining officermay execute the said document(s) on behalf of DRPA along with theChief Executive Officer. If both the Chair and Vice Chair are absent orunavailable, and if it is necessary to execute the said document (s) whilethey are absent or unavailable, then the Chief Executive Officer shallexecute such documents on behalf of DRPA

SUMMARY: Amount: $182,100.00Source of Funds: Operating Budget - Revenue FundCapital Project #: N/AOperating Budget: $182,100.00Master Plan Status: N/AOther Fund Sources: N/ADuration of Contract: Three (3) YearsOther Parties Involved: N/A

SUMMARY STATEMENT

ITEM NO.: PATCO-16-003 SUBJECT: Temporary Workers -Transit Ambassadors




PROPOSAL: That the Board authorizes staff to negotiate a three-year contract withAccountants for You, Inc. to supply temporary workers for theposition of Transit Ambassador occasionally required by PATCO.

Amount: NTE: $1,125,000

Consultants: Accountants for You, Inc.1175 Marlkress Road, Suite 1040Cherry Hill, NJ 08054

PURPOSE: To adopt a resolution authorizing staff to negotiate a contract withAccountants for You, Inc. to supply temporary workers to fill theposition of Transit Ambassador in PATCO stations during eveninghours and special events.

BACKGROUND: Transit Ambassadors provide a recognizable, professional andcourteous presence throughout the PATCO system. They assistcustomers with navigating and understanding how to use theAutomated Fare Collection system in the PATCO stations, includinghow to purchase fare media from ticket vending machines and how touse that media in fare gates. Transit Ambassadors provide on-sitecustomer service by greeting customers and answering their questionsregarding PATCO’s schedule, train arrival times, information relatedto connections to NJ Transit and SEPTA, and information about localpoints of interest. When asked, the Transit Ambassador will escortcustomers from the station to their cars in the parking lot or along theconcourse in the Philadelphia stations.

Transit Ambassadors have become a vital part of the communicationprocess during evening and weekend shifts. Transit Ambassadorscommunicate with Center Tower (PATCO’s Control Center) asrequired reporting incidents and conditions or situations that mayneed maintenance or custodial attention, including but not limited to,graffiti, dangerous and/or unsafe conditions, and inoperable stationelevators and escalators.

SUMMARY STATEMENT -2- Temporary Workers -O&M 02/02/2016 Transit Ambassadors

Transit Ambassadors are stationed in a specific station per shift, orwhen required, roam the system, riding trains and interfacing withother Transit Ambassadors. The work hours and locations maychange or vary based on PATCO needs.

On October 7, 2015, a Request for Proposal was publicly advertisedon the DRPA web site. Two proposals were received. Proposals wereevaluated on completeness, qualifications of firm, understanding ofscope, and hourly bill rate. Staff has reviewed and evaluatedAccountants for You, Inc.’s proposal and determined it to be fair andreasonable.

It is recommended that a contract be negotiated with Accountants forYou, Inc. to supply temporary workers for Transit Ambassadors.Accountants for You, Inc. is one of the current providers of workersfor the Transit Ambassador position.

SUMMARY: Amount: Not to exceed $1,125,000Source of Funding: General FundOperating Budget: PATCO - Passenger Services Dept.Capital Project #: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: Three (3) yearsOther Parties Involved: N/A

PATCO-16-003

Operations & Maintenance: February 2, 2016

Board Date: February 17, 2016

Temporary Workers – Transit Ambassadors

RESOLUTION

RESOLVED: That the Board of Commissioners of the Port Authority Transit

Corporation authorizes staff to negotiate a contract with Accountants

for You, Inc. to supply temporary workers for the position of Transit

Ambassador, not to exceed $1,125,000.00; and be it further

RESOLVED: That the Chairman, Vice Chairman and the President must approve

and are hereby authorized to approve and execute all necessary

agreements, contracts or other documents on behalf of PATCO. If

such agreements, contracts, or other documents have been approved

by the Chairman, Vice Chairman and President and if thereafter

either the Chairman or Vice Chairman is absent or unavailable, the

remaining Officer may execute the said document(s) on half of

PATCO along with the President. If both the Chairman and Vice

Chairman are absent or unavailable, and if it is necessary to execute

the said document(s) while they are absent or unavailable, then the

President shall execute such documents on half of PATCO.

SUMMARY: Amount: Not to exceed $1,125,000Source of Funding: General FundOperating Budget: PATCO - Passenger Services Dept.Capital Project #: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: Three (3) yearsOther Parties Involved: N/A

NEW BUSINESS

SUMMARY STATEMENT

ITEM NO.: PATCO-16-004 SUBJECT: Consideration of PendingPATCO Contracts (Between $25,000and $100,000)


COMMITTEE MEETING DATE: N/A


PROPOSAL: That the Board consider authorizing staff to enter into contracts as shownon the Attachment to this Resolution.

PURPOSE: To permit staff to continue and maintain PATCO operations in a safe andorderly manner.

BACKGROUND: At the Meeting held August 18, 2010 the PATCO Commission adoptedResolution 10-046 providing that all PATCO contracts must be adopted atan open meeting of the PATCO Board. The Board proposed modificationsto that Resolution at its meeting of September 15, 2010; specifically that allcontracts between $25,000 and $100,000 be brought to the Board forapproval. The contracts are listed on the Attachment hereto with theunderstanding that the Board may be willing to consider all of thesecontracts at one time, but if any member of the Board wishes to remove anyone or more items from the list for separate consideration, each memberwill have that privilege.


PATCO-16-004New Business: February 17, 2016

Board Date: February 17, 2016Consideration 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) – FEBRUARY 17, 2016

Item # Vendor/Contractor Description Amount Procurement Method Bids Received Bid Amounts Source of Funds

1 SimplexGrinnell

Horsham, PA

One (1) Year Service

Contract for PATCOHardening Project -

Access Control System

Service Call Coverage

and Inspections.

$58,975.00 In accordance with Commonwealth of

PA Contract #4400010438.

1. SimplexGrinnell

Horsham, PA


2 Grant Thornton

Philadelphia, PA

Provide assistance and

subject matter expertisefor the Authority's

Automated Fair

Collection System,

including assessment

and remediation of thePayment Card Industry

Data Security Standard

(PCI DSS), assistance

in the creation of the PCI

Self-AssessmentQuestionnaire for the

bank processor, and

cybersecurity

penetration testing.

$89,700.00 In accordance with Federal GSA

Contract #GS-35F-5461H.

1. Grant Thornton

Philadelphia, PA
