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DELAWARE RIVER PORT AUTHORITY & PORT AUTHORITY TRANSIT CORP. BOARD MEETING Wednesday, April 17, 2019 9:00 a.m. One Port Center Board Room Camden, NJ John T. Hanson, Chief Executive Officer

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Page 1: DELAWARE RIVER PORT AUTHORITY

DELAWARE RIVER PORT AUTHORITY

&PORT AUTHORITY TRANSIT CORP.

BOARD MEETING

Wednesday, April 17, 20199:00 a.m.

One Port CenterBoard RoomCamden, NJ

John T. Hanson, Chief Executive Officer

Page 2: DELAWARE RIVER PORT AUTHORITY

DRPA BOARD

Page 3: DELAWARE RIVER PORT AUTHORITY

DELAWARE RIVER PORT AUTHORITYBOARD MEETING

Wednesday, April 17, 2019 at 9:00 a.m.One Port Center

Board RoomCamden, New Jersey

ORDER OF BUSINESS

1. Roll Call

2. Public Comment

3. Report of the CEO – April 2019

4. Report of the CFO

5. Approval of March 20, 2019 Board Meeting Minutes

6. 2018 4th Quarter Financial Statements

7. Monthly List of Previously Approved Monthly List of Payments of March 2019

8. Monthly List of Previously Approved Purchase Orders and Contracts of March2019

9. Approval of Operations & Maintenance Committee Meeting Minutes of April 2,2019

10. Adopt Resolutions Approved by Operations & Maintenance Committee ofApril 2, 2019

DRPA-19-035 Walt Whitman Bridge Training and Exercise Program

DRPA-19-036 Association for Public Art Right of Entry of DRPAProperty at Broad and Packet Streets, Philadelphia, PA

DRPA-19-037 Grove Crane RT540E

DRPA-19-038 Mitchel High Rail Gear

11. Approval of Labor Committee Meeting Minutes of April 2, 2019

Page 4: DELAWARE RIVER PORT AUTHORITY

12. Adopt Resolution Approved by Labor Committee of April 2, 2019

DRPA-19-039 Collective Bargaining Agreement between DRPA andIBEW

13. Approval of Finance Committee Meeting Minutes of April 3, 2019

14. Adopt Resolutions Approved by Finance Committee of April 3, 2019

DRPA-19-040 Redundant Switches at Bridge Facilities

DRPA-19-041 Security Upgrade – RSA SecurID

15. Unfinished Business

16. Citizens Advisory Committee Report

17. New Business

DRPA-19-042 Consideration of Pending DRPA Contracts(Between $25,000 and $100,000)

18. Adjournment

Page 5: DELAWARE RIVER PORT AUTHORITY

CEO REPORT

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April 17, 2019

Board of Commissioners

Delaware River Port Authority

of Pennsylvania and New Jersey

One Port Center

2 Riverside Drive

Camden, New Jersey 08101-1949

To the Commissioners:

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

2018 Year End Summary Report from theOffice of Business Development & Equal Opportunity

The Office of Business Development & Equal Opportunity (OBD&EO) and the Office of the CAO are

pleased to provide you with OBD&EO’s 2018 Year End Summary Report. This annual publication

summarizes awards and dollars paid in 2018 to disadvantaged, minority, women and veteran – owned

businesses and illustrates our continued commitment to diversity and equal contracting opportunities.

Since 1994 the Authority has paid more than $350 million to certified M/W/DBEs and VOBs.

This year’s report includes a number of enhancements: the addition of our enhanced EEO Policy

Statement, the DBE Policy Statement with the FTA’s letter of concurrence for our DBE Goal

Report of the Chief Executive Officer

STEWARDSHIP

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Methodology submission, the notation of WBENC-certified WBE firms with

whom we have done business, and a six–page color photo spread highlighting

outreach events in 2018.

The compilation of this report was a collaborative effort led by Erin Watterson

and Ron Kelly of the OBD&EO, Ann DuVall and Thaddeus Abbott of the Office

of the CAO and with the support of Mike Williams and Dierdre Donatucci of

Corporate Communications and Fritz Sims, Michael DiGiamberardino and John

Stephenson from Printing Services. Committed staff from many departments across the Authority

including the Engineering Division, Purchasing and Contract Administration Departments also

contribute to this report through their work on the projects and activities herein.

I am extremely proud of the Authority’s commitment to our non–discrimination programs and thank the

Board for your continued commitment to the goal of equal contracting opportunities for all.

Officers Honored for Going Above and Beyond Call of Duty

Officers in our police department constantly go above and beyond the call of duty through acts of

kindness. Aiding our customers in their time of need is an important mission for all

employees at the Authority. This month, Officer David Smith assisted a motorist

with personally changing a flat tire on the Ben Franklin Bridge and Officer Michael

Steiger assisted a stranded PATCO customer with jump starting a dead car battery.

The officer’s actions displayed professionalism, dedication and reflected positively

on the department and the Authority. Chief Stief awarded both officers letters of

commendations for their actions.

2018 Customer Service Department Report

Under the guidance of Chief Administrative Officer Toni P.

Brown, the DRPA’s Customer Service Department has

compiled their 2nd annual report highlighting their customer

service metrics over the year. Information includes the high

volume of phone calls and emails handled by the small

department for internal and external customers. The report

also describes the community stewardship displayed by our

SERVICE

Page 8: DELAWARE RIVER PORT AUTHORITY

employees through our voluntary Employee Giving Campaigns organized by the department, the Ben

Franklin Bridge special lighting that took place last year, training support provided by the department,

and Customer Service Week where all DRPA and PATCO employees are acknowledged for putting

customers first.

Additionally, as an enhancement, this year, the Customer Service Department collaborated with the

Corporate Communications Department led by Mike Williams, Manager, to highlight how social

media, travel text alerts and email communications support the Authority’s commitment to exemplary

customer service and authentic communication.

Chief Administrative Officer (CAO) Toni P. Brown Featuredin South Jersey Journal – African American Women Leaders

We are proud to advise that DRPA CAO Toni P. Brown was featuredin the March 2019 edition of the South Jersey Journal, ‘ConnectingSouth Jersey’s African-American Community’ as an African AmericanWomen Leader.

CAO Brown’s bio was included in the article as well as this lead inparagraph describing the publication, “The South Jersey Journal isproud to present its annual issue honoring influential African-Americanwomen in New Jersey. With women in today’s society often jugglingmultiple roles in their private life, it is important to highlight andcongratulate the public achievements of these Black women, who are atthe forefront in government, education, business and community inNew Jersey and the United States.”

The other featured womenleaders in New Jersey were:Charlene Brown; Dana L. Redd;Laura Mitnaul Wooten; BonnieWatson Coleman; Carolyn V.Chang; Dr. Diane Hill; DorindaWalker; Euletta Gordon; PhoebeA. Haddon; Jennifer Webb-McRae; Loretta Winters;Michellene Davis; Paula R.Glover; Rita Mack; Dr. Zakiya

COMMUNITY

Page 9: DELAWARE RIVER PORT AUTHORITY

Smith Ellis; Dierdre Webster-Cobb; Sheila Oliver; Tahisha Way; Aisha Glover; Karin M. Aaron; andLavelle Z. Jones.

We extend our congratulations to Toni for this acknowledgement of her valuable and valuedachievements.

Society of American Military Engineers

On March 8, 2019 the Authority was represented at the Society of American Military Engineers

(SAME) Philadelphia Post Small Business Conference in Center City

Philadelphia. In attendance from the Authority was Erin Watterson,

EEO Specialist, Ron Kelly, Compliance, Siata Sheriff, Contract

Administrator and Elisabeth Klawunn, Senior Engineer. The event

allowed staff to share upcoming contracting and construction

opportunities with small business attendees. Attendees participated in

one-on-one networking after the lunchtime panel discussion on bid and proposal methods. There were

approximately 100 small businesses in attendance and many large businesses with exhibitor tables.

Chief Administrative Officer Toni P. BrownParticipates on WBEC-East Panel for Women’s History Month

Chief Administrative Officer Toni P. Brown was a panelist at the Women’s Business EnterpriseCouncil – East ‘Women's History Month Luncheon’ on Friday, March 22, 2019 at the Valley ForgeCasino Resort in King of Prussia, PA. The theme of the event was Visionary Women: Champions ofPeace and Non-Violence.

CAO Brown spoke about her career journey focusing on Equal Employment Opportunity (EEO)themes, including her establishment in 1994 of the Authority’s nondiscrimination programs. She wasasked to discuss strategies she has used to changeworkplace culture. She focused on her work, over 25years, to implement non-discrimination programsresulting in more than $350 million being paid toMinority/Women/Disadvantaged Business Enterprises(M/W/DBEs and Veteran-Owned Business (VOBs).She also discussed the policies, procedures, training and other initiatives she has recommended over hercareer that were designed to improve the workplace environment for all employees. That commitmenthas also included strategies to afford all applicants and employees an equal opportunity to compete foremployment positions at DRPA and PATCO.

The other panelists included, Francine Thornton Boone, Associate General Counsel for Henkels &McCoy Shared Services, Inc.; Gina Zorzi Cline, Chief Program Officer and Founding Member of

Page 10: DELAWARE RIVER PORT AUTHORITY

American Reading Company (ARC); Vernice K. Lewis, Senior Manager, Diverse BusinessEmpowerment for Exelon Corp.; and Lorri H. Grayson, President and Co-owner of GG+A Construction.

Ben Franklin Bridge Special LightingsAs part of community stewardship with regional non-profits and sports teams, we are pleased to provide

special lighting on the Benjamin Franklin Bridge for the following occasions and organizations during

the month:

• Gift of Life Donor Program (April 12, 14 and 15)

• World Sarcoidosis Day (April 13)

• Easter (April 21)

• Earth Day (April 22)

Retiree Special RecognitionTwo Authority retirees were present at the March 20, 2019 Board Meeting and received a personalized

plaque acknowledging their years of service. The Board of Commissioners and attending staff expressed

appreciation for their dedication to our organization and their accomplishments.

Pictured below are retirees Dennis Moore (40 years of service) and Arthur McLean (28 years of

service) with members of the Board of Commissioners and executive staff. Both gentlemen brought

their spouses for the special occasion. We are grateful for their contributions and wished them well in

this new chapter of their lives.

(L to R) Commissioner Charles Fentress, BoardChairman Ryan Boyer, retiree Dennis Moore,

Deputy CEO Maria Wing & CEO John T. Hanson

(L to R) Commissioner Frank DiAntonio, BoardChairman Ryan Boyer, retiree Arthur McLean, Deputy

CEO Maria Wing & CEO John T. Hanson

AROUND THE AUTHORITY

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____________________________________________________________

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 the Affirmative Action Report, see Attachment 4

For a list of Legal Statistics, see Attachment 5

____________________________________________________________

____________________________________________________________

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

Page 12: DELAWARE RIVER PORT AUTHORITY

REPORT OF THE CHIEF EXECUTIVE OFFICER

ATTACHMENT 1

BRIDGE AND FINANCE

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Activity for the Month of March 2019

244Adults: Juv.: 30CDS Arrests: 27DWI Arrests:9,367Calls for Service:

TotalCBB BFB PATCO BRB WWB

CBB: BFB: PATCO: BRB: WWB: Arrests NJ: Arrests PA:4 74 142 23 176 65

Total Arrests: 244

Incident Type

BFB: PATCO: BRB: WWB:4 7 7 0 12CBB:Reportable Accidents:

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

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

1 14 12 0 13

2 5 2 2 2

Arrests:

33 MV Stop 2,722397 674 177 409 1,054

26 Assist-Routine PD Backup 2,185164 679 505 146 676

35X Motorist/Patron Aid 70655 106 266 96 181

25x Insufficient Funds 6291 3 2 623

25 Escort 562162 18 51 329

88X Parking Viol./Compl. 49025 465

86 Removal 32788 234 5

91 Ped Investigation/Stop 3101 24 283

47 Disabled MV 30347 63 5 40 146

90 Other PD Assist 17915 23 102 11 25

46 Construction/Trades Backup 13229 48 5 12 37

15 MV Accident 886 34 12 5 31

90M OPDA Medical 762 72 2

79 Roadway Hazard/Station Hazard 7013 10 4 17 26

25EZ Easy Pass Redirect 641 3 60

84 Check On Subject Well-being 524 8 36 1 3

33C CV Stop 468 38

25T Fare Problem 4241 1

341F Property Found 262 23 1

17X Open/Secured Property 2419 4 1

17P Permit Premises Entry 2422 1 1

12 Suspicious Person/Activity/Event 231 3 10 3 6

71 Fight/Disturbance 2221 1

29 Alarm Activation 224 17 1

78X Toll Evasion/TOS 172 7 4 1 3

8 911 Hang Up/Mis-Dial 141 1 11 1

56 Med Emerg/Injury Report 131 11 1

81 General Complaint 122 8 1 1

Page 14: DELAWARE RIVER PORT AUTHORITY

Activity for the Month of March 2019

244Adults: Juv.: 30CDS Arrests: 27DWI Arrests:9,367Calls for Service:

TotalCBB BFB PATCO BRB WWB

CBB: BFB: PATCO: BRB: WWB: Arrests NJ: Arrests PA:4 74 142 23 176 65

Total Arrests: 244

Incident Type

BFB: PATCO: BRB: WWB:4 7 7 0 12CBB:Reportable Accidents:

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

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

1 14 12 0 13

2 5 2 2 2

Arrests:

78 Toll Dispute 127 2 1 2

67 EDP (Emotionally Disturbed Person) 121 11

38 Transport Courtesy 121 6 1 4

101 BOLO 111 2 6 1 1

79X Debris Strike 102 3 5

341L Property Lost 1010

52 Erratic Driver/Unfit Motorist 91 2 1 5

310 Bridge Damage/PATCO Damage 92 1 4 2

98 Panhandling/Soliciting 88

14 Intoxicated Subject 81 7

16 Hit & Run 71 1 4 1

70 Animal Complaint 52 3

25R Revenue Escort 52 3

91R Ped in Road/Tolls 42 2

71X Harassment/Threats 44

65 Vandalism/Criminal Mischief 42 2

11 Fire 41 2 1

TRN Train Problem Equipment/Mechanical 33

96 Slow Traffic 33

74 Suicide Attempt 31 1 1

64 Larceny/Theft 33

313 Complaint Against Police 33

15SR MV Accident/Self Report 31 2

87 Trespassing 22

85X Assault 22

85 Past Assault 22

76 Missing Person 22

69 Juvenile Complaint 22

Page 15: DELAWARE RIVER PORT AUTHORITY

Activity for the Month of March 2019

244Adults: Juv.: 30CDS Arrests: 27DWI Arrests:9,367Calls for Service:

TotalCBB BFB PATCO BRB WWB

CBB: BFB: PATCO: BRB: WWB: Arrests NJ: Arrests PA:4 74 142 23 176 65

Total Arrests: 244

Incident Type

BFB: PATCO: BRB: WWB:4 7 7 0 12CBB:Reportable Accidents:

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

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

1 14 12 0 13

2 5 2 2 2

Arrests:

56S Slip/Fall 22

53 Abandoned Vehicle 22

34 Suspicious Vehicle 22

29E Elevator Alarm 22

12U Unattended Package 22

101S BOLO Suicidal 22

97 Traffic Pattern Adjust 11

92 Lost Load 11

90A ALCO OPDA 11

83 Counterfeit 11

77 Domestic 11

71R Road Rage 11

65U Urinating/Defecating 11

56X Drug Overdose 11

49 Investigate Location Conditions 11

48 Minor Incident 11

312 Complaint Against DRPA/PATCO 11

20 Stolen/Recovered Vehicle 11

1 HQ 11

Page 16: DELAWARE RIVER PORT AUTHORITY

FINANCE

REVENUE AUDIT

Reported traffic and revenue for all four DRPA bridges for the month of January 2019:

2018 2019

Cash Revenue $7,056,476.95 $6,829,574.09

ETC Revenue $18,053,522.69 $18,548,499.29

Total Revenue $25,109,999.64 $25,378,073.38

Non ETC Traffic 1,304,649 1,268,946

ETC Traffic 2,671,895 2,716,593

Total Traffic 3,976,544 3,985,539

Page 17: DELAWARE RIVER PORT AUTHORITY

DELAWARE RIVER PORT AUTHORITY Attachment 1

TRAFFIC & BRIDGE TOLL FIGURESFOR THE PERIODS INDICATED

MONTH OF JANUARY TRAFFIC BRIDGE TOLLS

-----2019----- -----2018-----INC/(DEC) INC/(DEC)

TRAFFIC TOLLS TRAFFIC TOLLS % AMOUNT % AMOUNT

BEN FRANKLIN 1,450,395 $8,166,531.42 1,403,386 $7,880,229.46 3.35 47,009 3.63 $286,301.96

WALT WHITMAN 1,485,026 9,521,237.62 1,484,712 9,367,381.35 0.02 314 1.64 153,856.27

COMMODORE BARRY 535,271 4,315,046.54 535,719 4,247,616.49 -0.08 (448) 1.59 67,430.05

BETSY ROSS 514,847 3,375,350.80 552,727 3,614,866.34 -6.85 (37,880) -6.63 (239,515.54)

3,985,539 $25,378,166.38 3,976,544 $25,110,093.64 0.23 8,995 1.07 $268,072.74

`

YEAR TO DATE TRAFFIC BRIDGE TOLLS

1/1/19 TO 1/31/19 1/1/18 TO 1/31/18

INC/(DEC) INC/(DEC)

TRAFFIC TOLLS TRAFFIC TOLLS % AMOUNT % AMOUNT

BEN FRANKLIN 1,450,395 $8,166,531.42 1,403,386 $7,880,229.46 3.35 47,009 3.63 $286,301.96

WALT WHITMAN 1,485,026 9,521,237.62 1,484,712 9,367,381.35 0.02 314 1.64 153,856.27

COMMODORE BARRY 535,271 4,315,046.54 535,719 4,247,616.49 -0.08 (448) 1.59 67,430.05

BETSY ROSS 514,847 3,375,350.80 552,727 3,614,866.34 -6.85 (37,880) -6.63 (239,515.54)

TOTALS 3,985,539 $25,378,166.38 3,976,544 $25,110,093.64 0.23 8,995 1.07 $268,072.74

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

Distribution: John Hanson

Jim White

Page 18: DELAWARE RIVER PORT AUTHORITY

REPORT OF THE CHIEF EXECUTIVE OFFICER

ATTACHMENT 2

PERSONNEL ACTIONS

Page 19: DELAWARE RIVER PORT AUTHORITY

DELAWARE RIVER PORT AUTHORITY

ACTIONS OF THE CHIEF EXECUTIVE OFFICER

COMMISSION MEETING APRIL 17, 2019

ARTICLE XII-A

ATTACHMENT 2

PERSONNEL

*************************************************************************************************************************

TEMPORARY APPOINTMENTS

Robert L. Alesiani, III

PA

Temporary No Benefits Executive Division Strategic Initiatives (OPC)

Eff: 03/30/2019 to 06/28/2019

Milan J. Harrison, Jr.

NJ

Temporary With Benefits Administration Division Mailroom (OPC)

Eff: 03/30/2019 to 06/28/2019

APPOINTMENTS

Caitlee M. Stanton

NJ

Toll Collector Operations Division Bridge/Toll (BFB)

03/25/2019

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION

Laura S. Hunter

NJ

From: Customer Service Coordinator Administration Division Customer Service (OPC)

To: Acting Administrative Coordinator Administration Division Customer Service (OPC) Eff: 03/02/2019 to 05/31/2019

John J. Rambo

NJ

From: Corporal of Police Public Safety Division WWB, Platoon 1

To: Acting Sergeant of Police Public Safety Division WWB, Platoon 4 Eff: 03/02/2019 to 05/31/2019

William W. Anderson

NJ

From: Budget Analyst Finance Division Budget/Financial Analysis (OPC)

To: Acting Manager, Budget/ Financial Analysis Finance Division Budget/Financial Analysis (OPC) Eff: 03/07/2019 to 03/11/2019

Orville Parker, III

NJ

From: Manager, Budget/ Financial Analysis Finance Division Budget/Financial Analysis (OPC)

To: Acting Director, Finance Finance Division Finance, Director’s Office (OPC) Eff: 03/07/2019 to 03/11/2019

Page 20: DELAWARE RIVER PORT AUTHORITY

Actions of the Chief Executive Officer Commission Meeting of 04/17/2019 Page 2 of 3

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION - Continued

Renee M. Nelson

NJ

From: Highway Foreman Operations Division Highway (CBB)

To: Acting Construction & Maintenance Manager, CBB Operations Division Bridge Director’s Office (CBB) Eff: 03/09/2019 to 03/22/2019

Michael A. DiGiamberardino

NJ

From: Sr. Reproduction Technician Administration Division Printing Services (BFB)

To: Acting Supervisor, Printing Services Administration Division Printing Services (BFB )

Eff: 03/15/2019 and

03/19/2019 (2 days only) Francis J. Mullin

NJ

From: C&M Mechanic Operations Division Highway (CBB)

To: Acting Maintenance Technician Operations Division Maintenance (CBB) Eff: 03/16/2019 to 03/29/2019

Tammy N. Veney

NJ

From: Purchasing Clerk Executive Division Purchasing (OPC)

To: Acting Purchasing Specialist Executive Division Purchasing (OPC) Eff: 03/30/2019 to 06/28/2019

PROMOTIONS Mark A. Wachowski

NJ

From: Electrical Technician Operations Division Electrical (WWB)

To: Electrical Foreman Operations Division Electrical (BFB) Eff: 03/30/2019

INTERAGENCY PROMOTION to PATCO - from DRPA - None

TITLE CHANGES - None

INTERAGENCY PROMOTION to DRPA - from PATCO Matthew L. Abrams

NJ

From: Grounds Keeper PATCO Way & Power (Track & Right of Way)

To: C&M Mechanic Operations Division Highway (WWB) Eff: 03/16/2019

Page 21: DELAWARE RIVER PORT AUTHORITY

Actions of the Chief Executive Officer Commission Meeting of 04/17/2019 Page 3 of 3

INTERAGENCY TRANSFERS to PATCO - from DRPA - None

INTERAGENCY TRANSFERS to DRPA - from PATCO - None

TRANSFERS - DEPARTMENTAL - None

RETIREMENTS

Arthur W. Johnson

NJ

Police Officer Public Safety Division Public Safety (BRB)

03/29/2019

Frank F. Natanni

NJ

C&M Mechanic Operations Division Highway (WWB)

03/29/2019

Terry L. Simone

NJ

C&M Mechanic Operations Division Highway (WWB)

03/29/2019

RESIGNATIONS

George L. Pelletier, III

PA

Police Officer Public Safety Division Public Safety (BRB)

03/15/2019

END OF TEMPORARY ASSIGNMENT - None

DECEASED - None

Page 22: DELAWARE RIVER PORT AUTHORITY
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REPORT OF THE CHIEF EXECUTIVE OFFICER

ATTACHMENT 3

CONTRACTS AND PURCHASES

Page 26: DELAWARE RIVER PORT AUTHORITY

ATTACHMENT 3

MONTHLY REPORTGENERAL PROCUREMENT ACTIVITY

During the month of March there were 88 Purchase Orders awarded totaling$1,243,905.96.

Approximately 10.05% or $124,978.16 of the monthly dollar total was madeavailable to MBE’s and WBE’s, representing 27.27% or 24 of the monthly totalnumber of Purchase Orders.

Of the total monthly procurement available to MBE’s and WBE’s, approximately9.39% or $11,732.99 was awarded to MBE’s and approximately 10.77% or$13,463.87 was awarded to WBE’s.

Of the total number of Purchase Orders available to MBE’s and WBE’s,approximately 37.50% or 5 Purchase Orders were awarded to MBE’s andapproximately 25.00% or 6 Purchase Orders were awarded to WBE’s.

Page 1

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April 17, 2019 1

ACTIONS OF THE CHIEF EXECUTIVE OFFICERARTICLE XII-C

ATTACHMENT 3CONTRACTS AND PURCHASES

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

Purchase Order 4500010426, Intercon Truck Equipment Inc. Aston, PA. Purchase Contractfor Van Air System, Diesel Tank and Pump. Contract Value: $23,739.06. (PA/COSTARSContract).

Purchase Order 4500010494, Tricor Direct Inc. Williamsville, NY. Purchase Contract forSafe Pace Six-Hundred (600) Radar Speed Signs. Contract Value: $22,595.00 (Low Bid of3, 7 Vendors Solicited).

Purchase Order 4500010511, Crafco Inc. Chandler, AZ. Purchase Contract of Materials forAsphalt Melter Use to Repair Potholes. Contract Value: $16,527.56 (Low Bid of 1, 4Vendors Solicited).

Purchase Order 4500010516, Philadelphia Media Network. Philadelphia, PA. Purchase ofMandatory FTA Advertisements That Must be run in Three (3) Major Area Newspapers.Contract Value: $24,000.00. (Advertisement).

Purchase Order 4500010584, Willier Electric Motor Repair Co. Gibbsboro, NJ. Purchase ofPumping Equipment and Accessories for WWB. Contract Value: $13,323.00 (Low Bid of1, 4 Vendors Solicited).

Purchase Order 4500010608, Schneider Electric. Horsham, PA. Purchase New Cameras atthe Bridge Facilities. Contract Value: $24,834.25. (PA/COSTARS Contract).

Purchase Order 4500010608, Detectives Private Investigators. Mt. Laurel, NJ. PurchaseInvestigative Services. Contract Value: $20,000.00 (Sole Source).

Re: Article XII-C, Section 5

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

Contracts and Engineers: $11,894,691

Page 28: DELAWARE RIVER PORT AUTHORITY

SCHEDULE 1

Contract Retained Prior Invoice

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

Brinckerhoff Environmental Services, Inc.

(DRPA-15-147) Remedial Investigation of Gateway Properties 1,762,143$ 99.2% 1,747,212$ 85,362$ 1,641,796$ 41 20,053$ HNTB Corporation

(DRPA-17-031) BFB Maintenance Paint & Steel Repair 2,848,457 93.0% 2,650,180 193,811 2,327,569 19 128,800

(DRPA-17-103) BRB 2018 Biennial Inspection 529,000 92.4% 489,040 32,357 445,010 11 11,673

Ammann & Whitney

(DRPA-12-082) BFB South Walkway Bicycle & Pedestrian Ramp 1,352,462 99.9% 1,351,331 105,422 1,242,642 37 3,268

STV Inc.

(DRPA-17-066) BRB Painting - Phase 1 - Design 2,524,173 33.7% 851,510 49,172 714,246 14 88,092

A.P. Construction, Inc.

(DRPA-17-046) PATCO Installation of Elevators in Remaining PATCO Stations 31,900,000 18.9% 6,016,865 601,687 5,215,163 14 200,015

Burns Engineering, Inc.

(DRPA-17-069) PATCO Re-opening Franklin Square Station - Design 2,087,352 33.9% 707,829 70,730 556,425 13 80,674

Alstom

(DRPA-10-154) PATCO Transit Car Overhaul 194,197,337 99.5% 193,221,886 9,129,095 175,106,483 148 - 157 8,986,308

DRPA-19-004) PATCO Transit Car Overhaul - Repair to Damaged Transit Car 742,000 80.0% 593,295 0 0 1 - 2 593,295

AECOM

(DRPA-15-146) Betsy Ross Bridge Maintenance Painting & Steel Repairs 794,428 95.8% 760,677 9,246 748,479 26 2,951

(DRPA-17-106) CBB 2018 Biennial Inspection 627,000 91.4% 573,152 29,893 536,624 8 6,634

(DRPA-18-029) PATCO Woodcrest Platform Rehabilitation - Design 1,056,730 37.4% 394,896 25,240 352,161 6 17,495

Johnson, Mirmiran & Thompson

(DRPA-17-056) BFB South Walkway Bicycle & Pedestrian Ramp - CMS 1,273,000 73.1% 931,175 76,080 801,923 16 53,173

South State, Inc.

(DRPA-17-055) BFB South Walkway Bicycle & Pedestrian Ramp 7,888,346 63.9% 5,041,791 504,179 4,504,987 15 32,625

Corcon, Inc.

(DRPA-15-081) WWB Bridge Painting Suspension Spans and Towers 66,152,180 99.2% 65,634,734 0 65,413,588 36 221,147

(DRPA-17-065) BRB Painting & Steel Repairs 18,724,700 81.0% 15,175,118 1,138,134 13,647,414 11 - 12 389,571

(DRPA-18-010) CBB Painting - Phase 2 PA Approach Spans 18,086,200 37.6% 6,793,300 679,330 5,658,210 6 - 7 455,760

TranSystems Corporation

(PATCO-17-013) PATCO Station Enhancements Design 615,036 96.9% 596,203 59,601 522,574 12 14,028

April 17, 2019

BRIDGES AND PATCO SYSTEM

SUMMARY OF AUTHORIZED CONTRACT AND ENGINEERING PAYMENTS

ARTICLE XII-C, SECTION 5

Completed Work (Billed)

1

Page 29: DELAWARE RIVER PORT AUTHORITY

Contract Retained Prior Invoice

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

April 17, 2019

BRIDGES AND PATCO SYSTEM

SUMMARY OF AUTHORIZED CONTRACT AND ENGINEERING PAYMENTS

ARTICLE XII-C, SECTION 5

Completed Work (Billed)

Arora

(DRPA-18-030 PATCO Lindenwold Fire Protection - Design 390,000 16.7% 65,267 6,502 43,078 6 15,687

Driscoll Construction Co Inc.

(DRPA-18-067) CBB Joint & Bearing Replacements 1,471,105 15.3% 225,550 22,555 51,923 2 151,072

KS Engineers, P.C.

(DRPA-16-087) CBB Painting - Phase 2 CM Services 2,549,736 26.9% 684,862 53,598 483,922 10 - 11 147,342

(DRPA-17-100) BRB & CBB Air-Blown Fiber Optic Installation CM Services 979,673 37.7% 368,923 26,480 275,684 10 66,758

Vitetta Architects & Engineers

(DRPA-18-002) BFB Masonry Rehabilitation - Design 1,180,000 45.6% 537,896 23,964 441,809 11 - 12 72,123

WSP USA

(DRPA-18-060) Asset Management Program 1,359,895 21.8% 296,965 21,510 204,617 5 70,839

Program Management General Engineering Contracts

(DRPA-17-093) General Engineering Contracts 10,000,000 7.9% 789,093 - 723,786 Various 65,307

Total Contract and Engineering Payments 11,894,691$

2

Page 30: DELAWARE RIVER PORT AUTHORITY

REPORT OF THE CHIEF EXECUTIVE OFFICER

ATTACHMENT 4

EEO REPORT

Page 31: DELAWARE RIVER PORT AUTHORITY

DELAWARE RIVER PORT AUTHORITY EEO SCORECARD

ATTACHMENT 5

QUARTER ENDING March 31, 2019

EEO CATEGORIES BLACK or HISPANIC AMERICAN INDIAN TWO TOTAL

FEMALE AFRICAN or ASIAN or or MINORITY

AMERICAN LATINO ALASKA NATIVE MORE RACES

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

OFFICIALS &

ADMINISTRATORS 80 18 23% 17 21% 1 1% 2 3% 0 0% 0 0% 20 25%

PROFESSIONALS 108 63 58% 27 25% 9 8% 1 1% 0 0% 2 2% 39 36%

TECHNICIANS 19 6 32% 1 5% 0 0% 2 11% 0 0% 0 0% 3 16%

PROTECTIVE

SERVICE WORKERS 130 13 10% 11 8% 10 8% 0 0% 0 0% 1 1% 22 17%

ADMINISTRATIVE

SUPPORT 110 55 50% 36 33% 4 4% 0 0% 0 0% 1 1% 41 37%

CRAFT WORKERS

(SKILLED) 129 2 2% 4 3% 5 4% 1 1% 0 0% 0 0% 10 8%

TOTALS 576 157 27% 96 17% 29 5% 6 1% 0 0.00% 4 0.69% 135 23%

QUARTER ENDING December 31, 2018

CURRENT UTILIZATION

EEO CATEGORIES TOTAL BLACK or HISPANIC AMERICAN INDIAN TWO TOTAL

FEMALE AFRICAN or ASIAN or or MINORITY

AMERICAN LATINO ALASKA NATIVE MORE RACES

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

OFFICIALS &

ADMINISTRATORS 80 17 21% 17 21% 1 1% 2 3% 0 0% 0 0% 20 25%

PROFESSIONALS 110 65 59% 27 25% 9 8% 1 1% 0 0% 2 2% 39 35%

TECHNICIANS 19 6 32% 1 5% 0 0% 2 11% 0 0% 0 0% 3 16%

PROTECTIVE

SERVICE WORKERS 132 12 9% 13 10% 11 8% 0 0% 0 0% 1 1% 25 19%

ADMINISTRATIVE

SUPPORT 108 53 49% 36 33% 4 4% 0 0% 0 0% 1 1% 41 38%

CRAFT WORKERS

(SKILLED) 134 3 2% 4 3% 5 4% 1 1% 0 0% 0 0% 10 7%

TOTALS 583 156 27% 98 17% 30 5% 6 1% 0 0.00% 4 0.69% 138 24%

CURRENT UTILIZATION

TOTAL

EMPLOYEES

Page 32: DELAWARE RIVER PORT AUTHORITY

PORT AUTHORITY TRANSIT CORPORATION EEO SCORECARD

QUARTER ENDING March 31, 2019

EEO CATEGORIES BLACK or HISPANIC ASIAN AMERICAN INDIAN TWO DOES NOT TOTAL

FEMALE AFRICAN or and or or WISH TO MINORITY

AMERICAN LATINO NATIVE HAWAIIANALASKA NATIVE MORE RACES DISCLOSE

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

OFFICIALS &

ADMINISTRATORS 71 17 24% 18 25% 3 4% 1 1% 0 0% 1 1% 0 0% 23 32%

PROFESSIONALS 14 13 93% 5 36% 0 0% 0 0% 1 7% 0 0% 0 0% 6 43%

PARAPROFESSIONALS

(Semi-Skilled) 55 6 11% 27 49% 1 2% 3 5% 0 0% 0 0% 0 0% 31 56%

SERVICE MAINTENANCE 34 8 24% 23 68% 2 6% 0 0% 0 0% 0 0% 0 0% 25 74%

ADMINISTRATIVE

SUPPORT 14 8 57% 6 43% 2 14% 0 0% 0 0% 0 0% 0 0% 8 57%

CRAFT WORKERS

(SKILLED) 130 0 0% 18 14% 7 5% 1 1% 0 0% 1 2% 0 0% 27 21%

TOTALS 318 52 16% 97 31% 15 5% 5 2% 1 0% 2 1% 0 0% 120 38%

QUARTER ENDING DECEMBER 31, 2018

EEO CATEGORIES BLACK or HISPANIC ASIAN AMERICAN INDIAN TWO DOES NOT TOTAL

FEMALE AFRICAN or and or or WISH TO MINORITY

AMERICAN LATINO NATIVE HAWAIIANALASKA NATIVE MORE RACES DISCLOSE

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

OFFICIALS &

ADMINISTRATORS 70 16 23% 18 26% 2 3% 1 1% 0 0% 1 1% 0 0% 22 31%

PROFESSIONALS 14 13 93% 5 36% 0 0% 0 0% 1 7% 0 0% 0 0% 6 43%

PARAPROFESSIONALS

(Semi-Skilled) 52 5 10% 26 50% 1 2% 3 6% 0 0% 0 0% 0 0% 30 58%

SERVICE MAINTENANCE 34 8 24% 21 62% 2 6% 0 0% 0 0% 0 0% 1 3% 23 68%

ADMINISTRATIVE

SUPPORT 16 9 56% 6 38% 4 25% 0 0% 0 0% 0 0% 0 0% 10 63%

CRAFT WORKERS

(SKILLED) 127 0 0% 16 13% 6 5% 1 1% 0 0% 1 2% 0 0% 24 19%

TOTALS 313 51 16% 92 29% 15 5% 5 2% 1 0% 2 1% 1 0% 115 37%

CURRENT UTILIZATION

TOTAL

EMPLOYEES

CURRENT UTILIZATION

TOTAL

EMPLOYEES

Page 33: DELAWARE RIVER PORT AUTHORITY

DRPA EEO CATEGORIES

(By State)

STATE OF

RESIDENCE

JOB TITLE DE NJ PA

1 Chief Executive Officer 1

2 Chief Administrative Officer 1

3 Chief Engineer 1

4 Chief Financial Officer 1

5 Chief Operating Officer 1

6 Deputy Chief Executive Officer 1

7 Deputy General Counsel 1 1

8 General Counsel/Corporate Secretary 1

9 Inspector General 1

1 Bridge Directors 2

2 Captain of Police 2 1

3 Director, Corporate Communications & Community Relations 0

4 Director, Finance 1

5 Director, Fleet Management 1

6 Director, Government Relations 1

7 Director, Homeland Security & Emergency Management 1

8 Director, Human Resource Services 1

9 Director, Information Services 1

10 Director, Procurement 1

11 Director, Risk Management 1

12 Director, Strategic Initiatives 1

13 Engineering Program Manager 1

14 Manager, Construction & Maintenance 1

15 Manager, Planning & Design 1

16 Police Chief 1

1 Construction & Maintenance Manager 1 3

2 Fleet Shop Manager 1

3 Manager, Accounting 1

4 Manager, Budget/Financial Analysis 1

5 Manager, Capital Grants 1

6 Manager, Community Relations 1

7 Manager, Contract Administration 1

8 Manager, Corporate Communications 1

Page 1 of 7As of MARCH 31, 2019

Prepared: MARCH 28, 2019

Page 34: DELAWARE RIVER PORT AUTHORITY

DRPA EEO CATEGORIES

(By State)

STATE OF

RESIDENCE

JOB TITLE DE NJ PA

9 Manager, ERP & Applications 1

10 Manager, Government Relations 1

11 Manager, Internal Audit 0

12 Manager, Payroll 1

13 Manager, Production Systems 1

14 Manager, Purchasing & Stores 1

15 Manager, Revenue Audit 1

16 Manager, Special Projects 1

17 Sr. Project Manager 1

18 Toll Manager 1 1

1 Electrical Foreman 5

2 Fleet Foreman 2

3 Highway Foreman 2 5 1

4 HVAC Foreman 2

5 Lead Programmer/Analyst 1

6 Maintenance Foreman 8

7 Purchasing Agent 1

8 Sr. Accountant 1

9 Supervisor, Revenue Audit 0

1 Supervisor, Central Storeroom 1

2 Supervisor, Mail Room 13 Supervisor, Print Shop 1

OFFICIALS & ADMINISTRATORS (Total By State) 4 52 24

TOTAL OFFICIALS & ADMINISTRATORS 80

1 Lieutenant of Police 3 2

1 Plaza Supervisor 13 12

Page 2 of 7As of MARCH 31, 2019

Prepared: MARCH 28, 2019

Page 35: DELAWARE RIVER PORT AUTHORITY

DRPA EEO CATEGORIES

(By State)

STATE OF

RESIDENCE

JOB TITLE DE NJ PA

1 Administrative Coordinator 1 13 10

2 C&M Technical Assistant 2

3 Digital Communications Specialist 1 1

4 EEO Specialist 1

5 Grants Specialist 1

6 Graphic Design Administrator 1

7 HRIS Specialist 1

8 HRS Specialist 1 1

9 Management Analyst 1

10 Project Analyst 1

11 Purchasing Specialist 2

12 Sr. Reproduction Technician 1

1 Accountant 1 1

2 Administrator, Compensation/HRIS 1

3 Administrator, Employee Relations, Programs & Policies 1

4 Administrator, Staffing & Recruiting 1

5 Administrator, Training & Employee Development 1

6 Associate Engineer 1 2

7 Auditor 1

8 Budget Analyst 1

9 Claims Administrator 1 1

10 Construction Contract Compliance Specialist 1

11 Contract Administrator 2

12 Engineering Program Analyst 1

13 Financial Analyst 1

14 IT Auditor 1

15 Project Manager (Office of the CAO) 1

16 Project Manager, HS & EM 1

17 Records Manager 1

18 Revenue Analyst 1

19 Safety Specialist 1 0

20 Accounts Payable & Receivable Supervisor 0 1

1 Assistant General Counsel 4 2

Page 3 of 7As of MARCH 31, 2019

Prepared: MARCH 28, 2019

Page 36: DELAWARE RIVER PORT AUTHORITY

DRPA EEO CATEGORIES

(By State)

STATE OF

RESIDENCE

JOB TITLE DE NJ PA

2 Electrical Engineer 1

3 Principal Engineer 2

4 Senior Engineer 6 1

PROFESSIONALS (Total By State) 2 67 41

TOTAL PROFESSIONALS 110

1 Police Officer 3 70 23

1 Corporal of Police 10 2

1 Sergeant of Police 17 5

PROTECTIVE SERVICE WORKERS (Total By State) 3 97 30

TOTAL PROTECTIVE SERVICE WORKERS 130

1 HVAC Technician 6 2

1 Auto Technician 12 4

1 Electrical Technician 17 4

1 Construction & Maintenance Mechanic 3 28 15

1 Maintenance Technician 1 30 8

Page 4 of 7As of MARCH 31, 2019

Prepared: MARCH 28, 2019

Page 37: DELAWARE RIVER PORT AUTHORITY

DRPA EEO CATEGORIES

(By State)

STATE OF

RESIDENCE

JOB TITLE DE NJ PA

CRAFT WORKERS (SKILLED) (Total By State) 4 93 33

TOTAL CRAFT WORKERS (SKILLED) 130

1 Business Analyst 1

2 Data Base Administrator 1

3 Network Technician 4

4 Programmer/Analyst 1

5 Systems Administrator 8 1

6 User Support Administrator 1 1 1

TECHNICIANS (Total By State) 1 15 3

TOTAL TECHNICIANS 19

1 Customer Service Coordinator 2 1

2 Executive Assistant to the CEO 2

3 Executive Legal Secretary 1

4 Legal Assistant, Claims 1

5 Legal Secretary 1 1

1 Accounting Clerk 2 0

2 Administrative Clerk (Revenue Audit) 0

3 Building Services Clerk 0 0

4 Central Stores Clerk 1

5 Contracts Administration Clerk 1

6 Data Base Clerk 2

7 Dispatcher 9 7

8 Lead Dispatcher 1

9 File Clerk 1 1

10 Media Specialist 1

11 Purchasing Clerk 1

12 Reproduction Technician 1

13 Temporary With Benefits (Mailroom) 2 0

Page 5 of 7As of MARCH 31, 2019

Prepared: MARCH 28, 2019

Page 38: DELAWARE RIVER PORT AUTHORITY

DRPA EEO CATEGORIES

(By State)

STATE OF

RESIDENCE

JOB TITLE DE NJ PA

1 Revenue Auditor 1 5

1 Toll Collector 34 25

1 Revenue Operations Clerk 3

ADMINISTRATIVE SUPPORT (Total By State) 1 68 38

TOTAL ADMINISTRATIVE SUPPORT 107

TOTAL EMPLOYEES BY STATE 15 392 169

TOTAL DRPA EMPLOYEES - 576

SUMMARY (Employee Class)

NON-REP 7 141 69

217

IUOE 4 139 66

209

IBEW 1 15 4

20

FOP 3 97 30

Page 6 of 7As of MARCH 31, 2019

Prepared: MARCH 28, 2019

Page 39: DELAWARE RIVER PORT AUTHORITY

DRPA EEO CATEGORIES

(By State)

STATE OF

RESIDENCE

JOB TITLE DE NJ PA

130

Page 7 of 7As of MARCH 31, 2019

Prepared: MARCH 28, 2019

Page 40: DELAWARE RIVER PORT AUTHORITY

PATCO EEO CATEGORIES

(By State)

STATE OF

RESIDENCE

JOB TITLE DE NJ PA

1 General Manager 1

2 Assistant General Manager 1

3 Director, Equipment 1

4 Director, Fare Collection Operations 1

5 Director, Finance 1

6 Director, Safety Services 1

7 Director, Transit Services 1

8 Director, Way & Power 1

9 Technical Supervisor, Administration/Projects 1

10 Technical Supervisor, Civil & Mechanical Systems 0

11 Technical Supervisor, Equipment 0

12 Technical Supervisor, Transit Services 1

13 Manager, Electrical & Electronics 1

14 Manager, Fare Collection 0

15 Manager, Mechanical & Custodial 1

16 Manager, Passenger Services 1

17 Manager, Power, Signals & Communications 1

18 Manager, Track & Signals 1

19 Manager, Track, Structures & Mechanical 1

20 Supervising Dispatcher 1 1

21 Dispatcher 7 1

22 Dispatcher Trainee 1

23 Electrical Foreman 5

24 Fare Collection Foreman 1

25 Mechanical Foreman 1 1

26 Payroll Administrator 1

27 Senior Accountant 3

28 Track Foreman 2 1

29 Purchasing Agent 1 0

30 Maintenance Foreman 1

31 Money Room Supervisor 1

32 Supervisor, Transit Services 4

33 Supervisor/Traffic Analyst 5 3

34 Traffic Analyst

35 Supervisor, Stores (Storeroom) 1

36 Custodial Foreman 1

37 Station Supervisor 9 1

38 Fleet Foreman 1

OFFICIALS & ADMINISTRATORS (Total By State) 0 58 12

TOTAL OFFICIALS & ADMINISTRATORS 70

Page 1 of 3As of MARCH 31, 2019

Prepared: MARCH 28, 2019

Page 41: DELAWARE RIVER PORT AUTHORITY

PATCO EEO CATEGORIES

(By State)

STATE OF

RESIDENCE

JOB TITLE DE NJ PA

1 Project Manager, Technical 1

2 Fare Collection & Revenue System Analyst 1

3 Safety Specialist 2

4 Administrative Coordinator 3 (to the GM) 1

5 Administrative Coordinator 7

6 Purchasing Specialist 3

PROFESSIONALS (Total By State) 0 14 1

TOTAL PROFESSIONALS 15

1 Train Operator 42 13

PARAPROFESSIONALS (Total By State) 0 42 13

TOTAL PARAPROFESSIONALS 55

1 Custodian 21 12

2 Revenue Collector 2

SERVICE MAINTENANCE (Total By State) 0 23 12

TOTAL SERVICE MAINTENANCE 35

1 Storekeeper 4

2 Accounting Clerk 2

3 Payroll Clerk 1

4 Purchasing Clerk

5 Customer Service Agent/Traffic Checker 4 1

6 Data Entry Clerk 1

7 Temporary With Benefits (Mailroom) 1

ADMINISTRATIVE SUPPORT (Total By State) 0 11 3

TOTAL ADMINISTRATIVE SUPPORT 14

Page 2 of 3As of MARCH 31, 2019

Prepared: MARCH 28, 2019

Page 42: DELAWARE RIVER PORT AUTHORITY

PATCO EEO CATEGORIES

(By State)

STATE OF

RESIDENCE

JOB TITLE DE NJ PA

1 Electronic Technician 1 16 3

2 Machinist 1/C 2

3 Machinist 1/C Tool Maker 1

4 Maintenance Mechanic 1/C 3

5 Mechanical & Structural Technician 13

6 Maintainer (Way & Power) 22 5

7 Maintainer Apprentice (Way & Power) 1

8 Equipment Electrician 2 3

9 Equipment Electrician A/C 6

10 Machine Operator 1/C 4

11 Equipment Mechanic 1 19

12 Fare Collection Repairman 2 1

13 Grounds Keeper 1

14 Car Monitoring & Diagnostic System Technician 2

15 Track Mechanic 11 10

16 Welder 1

CRAFT WORKERS (SKILLED) (Total By State) 2 106 22

TOTAL CRAFT WORKERS (SKILLED) 130

TOTAL EMPLOYEES BY STATE 2 254 63

TOTAL PATCO EMPLOYEES 319

SUMMARY (Employee Class)

NON-REP 0 83 16

99

TEAMSTERS 2 171 47

220

Page 3 of 3As of MARCH 31, 2019

Prepared: MARCH 28, 2019

Page 43: DELAWARE RIVER PORT AUTHORITY

REPORT OF THE CHIEF EXECUTIVE OFFICER

ATTACHMENT 5

LEGAL STATISTICS REPORT

Page 44: DELAWARE RIVER PORT AUTHORITY

Matter count report by Matter Sub-Type

Date Range: 03/01/2019 to 03/31/2019On Matters, Litigation

Matter Sub-Type Opened in Range Closed in Range

3 3

Bankruptcy/Debt Collections 3 0

Consulting Services 0 1

Contracts/Assignment 2 1

Contracts/Construction 1 1

Contracts/Consulting 5 5

Contracts/Cooperation 1 1

Contracts/Federal Government 1 1

Contracts/Indemnification 1 0

Contracts/License 3 1

Contracts/MOU/MOA 1 0

Contracts/Purchase 1 2

Contracts/Real Estate Easement 1 0

Contracts/Real Estate Lease 1 1

Contracts/Real Estate License 1 0

Contracts/Real Estate ROEI 7 6

Contracts/RFP/Bid 1 4

Contracts/Service 12 10

Contracts/Settlement 1 0

Contracts/Termination 0 1

GalexyTue Apr 09 11:55:35 Page 1 of 2

Page 45: DELAWARE RIVER PORT AUTHORITY

Matter Sub-Type Opened in Range Closed in Range

Employment/ADA 1 1

Employment/Discipline 3 4

Employment/FMLA 7 0

Employment/S/L Term Disability 3 0

Employment/Workers' Comp 8 0

Environmental/Assessment 1 0

Financial/Payroll 1 0

Individual Testimony 1 0

Insurance/Application 0 1

Legal Research/Legal Opinion 3 3

Ownership/Maintenance 2 0

Permits/Licenses/Application 0 1

Personal Inj/Slip and Fall 1 0

Property Damage/Bridges 9 3

Property Damage/Facilities 1 1

Property Damage/Vehicle 3 0

Right to Know/Records Review 5 2

Right to Know/Video/Recordings 0 1

Subpoena/Request for Video 1 0

Wage Garnishment 1 1

40 Items 97 56

GalexyTue Apr 09 11:55:39 Page 2 of 2

Page 46: DELAWARE RIVER PORT AUTHORITY

CFO REPORT

Page 47: DELAWARE RIVER PORT AUTHORITY

1

Report of the Chief Financial Officer

April 11, 2019

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

Re: FINANCIAL SUMMARY

Commissioners:

The following descriptive financial summary is based on the April 2, 2019 unaudited DRPA/PATCO financial stat summary sheet presented to the Finance Committee on April 3rd.

DRPA Traffic and Toll Revenues

January 2019 YTD Audited Traffic and Toll Revenues - Key statistics:

Total traffic of 53.3 million for the year 2018, reached its highest level since 2008 (53.4 million vehicles). Toll revenues of $334.5 million for the 2018 are the highest attained by the Authority in its history.

For 2019, the traffic study, conducted for last year’s bond issue, forecasts a 0.8% increase in total traffic across all bridges, and an increase in total revenues of 0.76%.

1. January 2019 figures reflect an increase of 8,995 vehicles or a 0.23% increase vs. 2018 actuals.

2. Audited January toll revenues of $25.4 million were up $0.3 million versus the previous year total of $25.1 million, or an 1.07% increase.

3. Thus far, traffic numbers are lower than projected in the traffic study, with revenues slightly above.

2019 DRPA Traffic and Revenues vs. budget:

1. Traffic for January was up 2.77% higher than budget, or up 108K vehicles against budget;

2. January 2019 toll revenues were up 4.05% vs. budget, or by $0.99 million. Roughly half of the increase was attributable to the annual budget reduction adjustment we make in the January – March timeframe, based on expectations

Page 48: DELAWARE RIVER PORT AUTHORITY

2

of the impact of anticipated inclement weather. (This year we adjusted January budget numbers by $0.5 million).

2019 Unaudited YTD Traffic thru March 2019:

1. Unaudited figures for the period thru March 2019 improved vs. the previous month. YTD vehicular traffic is up slightly (by 1.02%) attributable to a 163K improvement in unaudited traffic during March. (February YTD unaudited numbers had reflected an YTD decrease of about 60K vehicles.) These unaudited figures suggest that actual 2019 traffic thru March will be higher vs. 2018, as 2018 actual traffic was down by 0.13% vs. 2017 for the same time period, in part due to inclement weather.

PATCO Ridership and Net Revenues

2019 Ridership/Net Passenger YTD Revenues (thru February 2019):

1. Total ridership YTD was 1.8 million riders, which translated into $4.3 million in net passenger revenues.

2. 2019 YTD ridership vs. 2018 is up by 46K passengers or a 2.8% increase. 3. Net passenger revenues of $4.3 million are up $54K vs. 2018 numbers, a 1.27%

increase. 4. The average fare in 2019 dropped slightly, resultant, in part, from round trip fares

charged for the Eagles championship parade, which slightly elevated the average in February 2018.

Note: PATCO’s 2018 YTD ridership numbers reflected a major service suspension in January and a free commute day in February.

2019 Ridership/Net Revenues vs. Budget (thru February):

YTD Ridership is 3.8%, or roughly 63,800 riders ahead of budget. Passenger revenues are $159K, or 3.8%, ahead of budget through February.

March YTD ridership reflects a 4.19%, or 109K increase

BUDGET VS. ACTUAL EXPENSES (unaudited) DRPA/PATCO were still in the process of closing the books so the final 2018 YTD budget vs. actual figures are not yet finalized. Unaudited numbers included in the “Governors report”, showed that combined DRPA/PATCO expenditures were under budget by 4.4%. I expect the final numbers for combined DRPA/PATCO expenditures vs. budget to be less than 4%.

Preliminary January 2019 show DRPA and PATCO both being under budget.

Page 49: DELAWARE RIVER PORT AUTHORITY

3

Funding the 2019 Capital Plan (General Fund and Bond Project Funds)

We began year 2019 with the General Fund at approximately $261 million, and with $290 million in a new bond project fund, or a total of roughly $551 million to fund the 5-year capital plan. While the majority of the main capital projects, over $200K, will be funded through the project fund, we will continue to use the General Fund for shorter-life projects/assets (trucks, other vehicles, etc.) and for some larger projects where the “source of funds” was identified as the General Fund, prior to the bond issue.

Capital expenditures during the month of March totaled roughly $15 million, up slightly from February capital expenditures. We also received approximately $4 million in grant funds drawn down from the FTA, to reimburse us for a portion of funds expended on PATCO FTA projects, which helped to reduce the amount drawn from the Project Fund or General Fund. As a result, the combined balance of the bond project and general funds was approximately $536 million at March 31, down $15 million from year-end 2018.

Respectfully submitted,

James M. White, Jr. CFO/Treasurer

Page 50: DELAWARE RIVER PORT AUTHORITY

April 2, 2019

2018 vs. 2019 YTD thru 1/31/19 2018 Actual 2019 Actual Year-to-Year Change % Change

DRPA Traffic 3,976,544 3,985,539 8,995 0.23%

DRPA Toll Revenues $25,110,094 $25,378,166 $268,073 1.07%

Average Toll $6.3146 $6.3676 $0.0530 0.84%

2018 vs. 2019 YTD thru 2/28/19 2018 Actual 2019 Actual Year-to-Year Change % Change

PATCO Ridership 1,713,579 1,759,905 46,326 2.70%

PATCO Net Passenger Revenues $4,244,756 $4,298,611 $53,855 1.27%

Average Fare $2.4771 $2.4425 ($0.0346) (1.40%)

2019 YTD thru 1/31/19 2019 Budget (1 mo) 2019 Actual (1 mo) (Under) / Over Budget % (Under) / Over Budget

DRPA Traffic 3,877,982 3,985,539 107,557 2.77%

DRPA Toll Revenues $24,390,671 $25,378,166 $987,496 4.05%

Frequent Bridge Traveler Credit $129,445 $106,290 ($23,155) (17.89%)

Delayed Transaction (Net) Revenue $184,921 $150,709 ($34,212) (18.50%) # of Transactions Reviewed: 72,614 YTD 2019 # of Transactions Reviewed: 2,627,227 since 5/2016

2019 YTD thru 2/28/19 2019 Budget (2 mo) 2019 YTD Actual (2 mo) (Under) / Over Budget % (Under) / Over Budget

PATCO Ridership 1,696,070 1,759,905 63,835 3.76%

PATCO Net Passenger Revenues $4,139,806 $4,298,611 $158,805 3.84%

2018 YTD thru 12/31/18 2018 YTD Budget 2018 YTD Actual (Under) / Over Budget % (Under) / Over Budget

DRPA Budget $103,088,311 $100,112,316 ($2,975,995) (2.89%)

PATCO Budget $57,799,010 $53,727,375 ($4,071,635) (7.04%)

Total $160,887,321 $153,839,691 ($7,047,630) (4.38%)

Change in Budget variance $3,401,374

2018 YTD thru 12/31/18 2018 YTD Budget 2018 YTD Actual (Under) / Over Budget % (Under) / Over Budget

PATCO Subsidy ($36,628,622) ($30,781,102) ($5,847,520) (15.96%)

Balance as of 3/31/2019 $276.8 million

Change in project fund balance from previous month ($9.5) million

Estimated Balance as of 3/31/2019 $258.7 million

Est. change in general fund balance from previous month $7.8 million

Estimated Balance as of 3/31/2019 $535.5 million

Est. change from previous month ($1.7) million

CONSULTATIVE AND DELIBERATIVE WORKPAPERS

DRPA/PATCO UNAUDITED FINANCIAL SUMMARY

BUDGET VS. ACTUAL

BUDGET VS. ACTUAL (UNAUDITED)

YEAR-TO-YEAR COMPARISON

DRPA TRAFFIC / PATCO RIDERSHIP AND REVENUE

OPERATING EXPENSES - YTD December 31, 2018

ESTIMATED FUNDS AVAILABLE TO FUND CAPITAL PROGRAM (Total Project and General Fund Bal.)

(CAPITAL) PROJECT FUND BALANCE

*Project fund consists of proceeds from the December 2018 Revenue Bond issuance to fund major capital projects.

ESTIMATED GENERAL FUND BALANCE

Reflects balance after use of $281.6MM for defeasement of 2010D in November. In 2019 General Fund to be used to fund smaller "short-lived" 2019 capital projects.

Page 51: DELAWARE RIVER PORT AUTHORITY

April 2, 2019

CONSULTATIVE AND DELIBERATIVE WORKPAPERS

DRPA/PATCO UNAUDITED FINANCIAL SUMMARY

As of 3/31/2019 (in thousands of dollars)

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

Fixed Rate Bonds 598,365 1,298,870$ 100.0% see belowVariable Rate Bonds (LOC backed) - 0.0%Variable Rate Bonds (Direct Purchase) - 0.0%

Total Debt 1,298,870$ 100.0%

Revenue Bonds 1,177,090$ 90.6% A2 positive/ A + stable Changed Nov. 16, 2018

PDP Bonds 121,780 9.4% Baa2 positive / A stable Changed Nov. 16, 2018Total Debt 1,298,870$ 100.0%

S&P upgraded DRPA Revenue and PDP Bonds in Nov. 2013 to A and BBB positive. In December 2014, S&P affirmed these ratings.In April 2016, S&P upgraded DRPA's PDP Bond ratings from "BBB" to "A-". The Revenue Bonds were affirmed at "A", stable outlook.In August 2017 S&P reaffirmed the existing bond ratings. On Nov. 16, 2018, S&P upgraded all DRPA Revenue and PDP bonds , taking the revenues bonds to "A+" from A.and the PDP bonds fom "Baa3" to "Baa2"Moody's moved all DRPA bonds to stable outlook in Nov. 2012 and reaffirmed DRPA ratings in December 2015. In October 2017, Moody's upgraded DRPA's Revenue Bond ratings from "A3" to "A2" with a stable outlook and upgraded the PDP Bond ratings from "Baa3" to "Baa2" with a stable outlook. Moody's raised the "outlook" on all bonds, from stable to positive.

KEY 2013 - 2017 FINANCE ACTION PLAN INITIATIVES

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. Feb. 2015: Barclays agreed to extend the LOC to March 20, 2018, at a reduced facility rate of 7.5 basis points - expected $95k decrease in annual fees.6. July: Swap Novation - UBS replaced as swap counterparty on both DRPA active swaps. TD Securities & Wells Fargo are the new counterparties (2015).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. In April, S&P upgraded the DRPA's PDP debt from "BBB" to A stable. S&P reaffirmed the ratings on Revenue Bonds at A, stable.11. Reallocation of $3.5 million in unspent Ec. Development funds to help fund WWB repainting project, PATCO vulnerability study, etc.

13. BNY Mellon LOC terminated on June 9; replaced by direct purchase variable rate loan with Wells Fargo Bank. (see above)14. B of A and Royal Bank LOCs terminated July 25. Replaced by 2 direct purchase loans from B of A and one by TD Bank. (see above)

16. 2017: DRPA has received multiple proposals from investment banks relative to refunding a portion of the 2010 D bonds.17. 2017: DRPA completed TD Bank LOC transaction on Nov. 21, with savings of approx. $1.0 million over 5 years.

1. DRPA extended Barclays LOC for 4 year term at slighly reduced LOC facility costs.2. DRPA Board has authorized defeasement of all or portion of 2010D bonds based on market conditions3. DRPA Board has authorized new money issuance subject to market conditions4. DRPA assessing impact of new tax law on FRN (Floating Rate Notes) procured with 3 banks in 2016. (See principal amounts above)5. Investment analysis of General Fund and new proposed investment guidelines to be discussed again at Finance Committee meeting in early 2019.6. Renegotiated FRN rate with Wells Fargo. 7. November 16: 2010D Bonds Defeased in the amount of $308.4 million using $281.6 in General Funds

2018 ACTION PLAN INITIATIVES

TOTAL DRPA BOND DEBT

1. New investment policy approved by Finance and Board in Feb. Phase I of implementation: Contacted existing money managers on new policy, after veto period expired.

2019 ACTION PLAN INITIATIVES

Ratings Actions:

9. December 18: Issuance of 2018 Revenue Bonds Series A $273.5 million, Revenue Refunding Bonds Series B $404.1 million, Revenue Bonds Series C $22.9 million and Terminated the remainder of the swaps. The DRPA has eliminated ALL variable rate debt, and swaps, as of 12/18/18.

8. December 12: Terminated the 2000 Swaptions (Inactive)

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.

9. BNY Mellon and RBC LOCs extended to June 16 and August 1, respectively (2016).

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%.

15. In Sept., the Board authorized staff to execute a possible advanced refunding of the 2010 and 2013 bonds, if appropriate. The authorization also permitted staff to execute prudent transaction related to DRPA swaps, including a fixed rate bond issue, if warranted.

12. Underwriter/Remarketer RFQ to establish Bond Pool in progress. Bond pool established by Board Resolution.

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ANNUAL REPORT TO THE

GOVERNORS

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Delaware River Port Authority

Annual Report to the Governors and Legislatures of the

State of New Jersey and the Commonwealth of Pennsylvania

Table of Contents

Page

I. Introduction 1

II. Reporting Entity 2

III. Compact Reporting Requirements 3

Enclosed Reports:

Report of 2018 Activities and Accomplishments Appendix A

2018 Operating Expenses - Statement of Actual versus Budget (Unaudited)

Appendix B

2018 Capital Project Expenditures (Unaudited) Appendix C

Contracts Exceeding $100,000 Entered Into During 2018 Appendix D

Accompanying Reports:

2019 Capital Program (Board Approved)

Strategic Business Plan: 2019 Overview of Goals and Objectives

Combined Financial Statements and Notes to Combined Financial Statements (Unaudited) for the Year Ended December 31, 2018

2017 Comprehensive Annual Financial Report

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Delaware River Port Authority 2018 Annual Report to the Governors and Legislatures of New Jersey and Pennsylvania Page 1

Introduction In accordance with Article XII of the Compact between the State of New Jersey and the Commonwealth of Pennsylvania (NJSA 32:3 – 13; Pa. CSA §3503 et seq.), the Delaware River Port Authority hereby submits this Annual Report to the Governors and Legislatures of the State of New Jersey and the Commonwealth of Pennsylvania. This report provides the information required in subparagraphs numbered (1) through (7) of Article XII of the Compact. The first section of this report entitled, “Reporting Entity,” provides a brief overview of the Delaware River Port Authority. The second section entitled, “Compact Reporting Requirements,” presents the information requested in Article XII of the Compact. Certain information required to respond to Article XII is included herewith and identified as follows:

� Report of 2018 Activities and Accomplishments (Appendix A) � 2018 Operating Expenses (Unaudited) – Statement of Actual versus Budget

(Appendix B) � 2018 Capital Project Expenditures (Unaudited) (Appendix C) � Contracts Exceeding $100,000 Entered into During 2018 (Appendix D)

Additional information required to respond to Article XII is provided in separately bound documents which accompany this report. Where appropriate, these documents, as listed below, are referenced in this report:

� 2019 Capital Program (Board Approved) � Strategic Business Plan: 2019 Overview of Goals and Objectives � Combined Financial Statements and Notes to Combined Financial Statements

(Unaudited) – for the Year Ended December 31, 2018 Also included is the Authority’s 2017 Comprehensive Annual Financial Report which received the Government Finance Officers’ Association’s Certificate of Achievement for Excellence in Financial Reporting for the twenty-sixth consecutive year. This report provides information on the activities and operations of the Authority during 2017 and may be useful in providing an overview of the Authority’s operations.

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Delaware River Port Authority 2018 Annual Report to the Governors and Legislatures of New Jersey and Pennsylvania Page 2

Reporting Entity The Delaware River Port Authority (the Authority) is a public corporate instrumentality of the Commonwealth of Pennsylvania and the State of New Jersey created with the consent of Congress by compact legislation between the Commonwealth of Pennsylvania and the State of New Jersey. The Authority was created in 1952 as a successor to the Delaware River Joint Commission which was created in 1931. The Authority has no stockholders or equity holders. Among its powers, the Authority is vested with the control, operation and collection of tolls and revenues of certain bridges spanning the Delaware River; namely, the Benjamin Franklin, Walt Whitman, Commodore Barry and Betsy Ross bridges. The Authority also owns a high-speed mass transit line which is run and managed by the Port Authority Transit Corporation (PATCO), operating between Philadelphia, Pennsylvania and Lindenwold, New Jersey. The Authority is authorized to operate within the “Port District,” which includes the counties of Bucks, Chester, Delaware, Montgomery and Philadelphia in Pennsylvania and the counties of Atlantic, Burlington, Camden, Cape May, Cumberland, Gloucester, Ocean and Salem in New Jersey. The Authority is governed by a 16-member Board of Commissioners. The Governor of New Jersey appoints eight commissioners with the advice and consent of the Senate of New Jersey. The Governor of Pennsylvania appoints six commissioners, in addition to the Auditor General and the State Treasurer of Pennsylvania serving as ex-officio commissioners for Pennsylvania. Commissioners serve five-year terms without compensation. The Board of Commissioners approves policy and plans for the operations of the Authority. A Chief Executive Officer is appointed by the Board of Commissioners to implement policy and manage the daily operations of the Authority.

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Delaware River Port Authority 2018 Annual Report to the Governors and Legislatures of New Jersey and Pennsylvania Page 3

Compact Reporting Requirements This section of the report provides the information requested in subparagraphs numbered (1) through (7) of Article XII of the Compact between New Jersey and Pennsylvania (NJSA 32:3 – 13; Pa. CSA §3503 et seq.). The text and subparagraph of Article XII are restated in bold face below, followed by the information to be reported or directions where the required information is presented in the accompanying documents or reports. The commission shall, within 90 days after the end of each fiscal year, submit to the Governors and Legislatures of the Commonwealth of Pennsylvania and the State of New Jersey a complete and detailed report of the following:

(1) its operations and accomplishments during the completed fiscal year;

The operations and accomplishments of the Authority are provided in the enclosed report entitled, “Report of 2018 Activities and Accomplishments.” (See Appendix A)

(2) its receipts and disbursements or revenues and expenses during that year in

accordance with the categories and classifications established by the commission for its own operating and capital outlay purposes;

The Authority’s Combined Financial Statements for the Year Ended December 31, 2018 (Unaudited), present the financial position of the Authority in all material respects. The following indicates where the information specified above is presented in the Combined Financial Statements and or in certain additional reports. Revenues and Expenses – Operating Purposes: The “Statement of Revenues and Expenses” and the “Combined Statement of Cash Flows” of the Authority’s Combined Financial Statements, detail the Authority’s unaudited operating revenues and expenses for 2018. In addition, the enclosed “2018 Operating Expenses – Statement of Actual versus Budget,” details unaudited operating expenses by budgeted cost element against the 2018 DRPA and PATCO operating budgets. (See Appendix B) Revenues and Expenses – Capital Purposes: The “Combined Statement of Cash Flows” of the Authority’s Combined Financial Statements provides the amount of funds used for acquisition and construction of capital assets, net of retirements, during 2018. In addition, the enclosed “2018 Capital Project Expenditures (Unaudited)” (Appendix C) provides a listing of the project expenditures for 2018 capital projects.

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Delaware River Port Authority 2018 Annual Report to the Governors and Legislatures of New Jersey and Pennsylvania Page 4

The Authority has several PATCO transit system capital projects for which federal and state grants provided funding. During 2018, acquisition, construction, and rehabilitation of the bridges and transit system capital assets qualified for grants totaling $24,782 million. In addition, during 2018, the Authority received $3,764 million in federal and state grants to fund certain operating expenses.

(3) its assets and liabilities at the end of the fiscal year, including the status of reserve, depreciation, special or other funds including debits and credits of these funds;

Information relating to assets, liabilities, reserves and depreciation is provided in the Authority’s Combined Financial Statements and accompanying notes. Following is a summary of these items: Assets and liabilities: The Combined Balance Sheet shows the Authority’s assets and liabilities at December 31, 2018. Reserves / Provisions: The Authority maintains a reserve for sick and vacation leave benefits. Prior to 1993 the Authority maintained actuarially determined reserves for sick leave in accordance with its sick leave benefits policy. During 1993, the Authority changed its policy for the majority of its represented employees and all non-represented employees, eliminating future accumulations of unused sick pay for which employees may be compensated, and freezing the number of days eligible for payment at separation. As a result of this change, the remaining reserve for sick pay benefits is determined sufficient to meet the associated liability and will require no further additions for the foreseeable future. Reimbursement for accumulated sick leave at separation is charged against the sick leave reserve. The Authority maintains reserves for the uninsured portion of workers’ compensation and general liability claims. Reserves necessary to provide for the self-insured portion of these workers’ compensation and general liability claims are periodically reviewed by staff and third parties to ensure their adequacy. Amounts are charged against operations during the year to maintain a sufficient level of reserves. In accordance with the Authority’s Indentures of Trust, the Authority maintains certain funds as reserves for its outstanding long term debt.

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Delaware River Port Authority 2018 Annual Report to the Governors and Legislatures of New Jersey and Pennsylvania Page 5

Depreciation: Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets, including those financed by federal and state contributions. Asset lives used in calculating depreciation are shown in Note 1 to the Combined Financial Statements – Summary of Significant Accounting Policies. The depreciation of Authority assets appear in the Statement of Revenues and Expenses. (See also Note 1 to the Combined Financial Statements, Investment in Facilities).

(4) a schedule of bonds and notes outstanding at the end of the fiscal year;

Note 12 to the Combined Financial Statements (Funded Debt and Long Term Debt) provides a listing of all the Authority bonds and notes outstanding at December 31, 2018, and relevant information pertaining to these obligations.

(5) a list of all contracts exceeding $100,000 entered into during the fiscal year;

This information is provided in the enclosed report entitled, “Contracts Exceeding $100,000 Entered into During 20178” (See Appendix D)

(6) a business or strategic plan for the commission and for each of its operating divisions; and

The Delaware River Port Authority’s “Strategic Business Plan: 2019 Overview of Goals and Objectives” is enclosed. This report is the most recent update of the Delaware River Port Authority’s Strategic Plan that was prepared in 2018.

(7) a five-year capital plan.

The Delaware River Port Authority’s 2019 Capital Program, which was approved by the Authority Board of Commissioners in November 2018, is enclosed.

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APPENDIX A

Delaware River Port Authority

Report of 2018 Activities and Accomplishments

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A-1

Delaware River Port Authority 2018 Activities and Accomplishments

FINANCE

� 2018 Budget vs. Actual: The Delaware River Port Authority (DRPA) and PATCO continue to maintain strong financial discipline in its operations. For the 17th consecutive year, the Authority’s unaudited operating expenses for 2018 will come in under budget.

� 2018 Bridge Traffic and Toll Revenues: In 2018, both traffic and toll revenues exceeded budget by 1.17% and 0.62%, respectively. The total year-to-year increase was 365,112 vehicles and toll revenues of $3.2 million over 2017. Annual traffic (one-way) on the DRPA’s four bridges totaled 53.3 million vehicles with accompanying revenues totaling $334.5 million, during 2018. These are the highest total toll revenues in the Authority’s history and the highest traffic level since 2008.

� 5- Year Capital Plan Funding (General Fund and New Bond Project Funds): During 2018, the General Fund decreased from $600 million to approximately $263 million, a total decrease of $337 million. This large reduction in the General Fund was primarily attributable to the use of $281.6 million in funds to defease the 2010D Revenue Bonds, with another $55 million used to fund 2019 capital expenditures. In December, the Authority issued new revenue bonds, as described below, which resulted in new project funds of $290.0 million. At year end, the Authority had a combined total of $552.7 million on hand to fund its Capital Plan.

� Bond Ratings: Citing “very strong management and governance with an experienced management team and a history of maintaining the bridge system’s cash flows to finance the capital program,” on November 16, 2018, S&P Global Ratings (S&P) raised its long-term underlying rating (SPUR) on the Delaware River Port Authority’s (DRPA) revenue bonds outstanding to ‘A+’ from ‘A’ and its rating on the DRPA’s port district project bonds to ‘A’ from ‘A-’. The outlook is 'stable'. On the same day, Moody’s Investors Service (Moody’s) assigned an ‘A2’ rating to the proposed Revenue Bonds, Series A of 2018, Revenue Refunding Bonds, Series B of 2018 and Revenue Bonds, Series C of 2018 of the DRPA. Additionally, Moody’s affirmed the rating on DRPA’s existing revenue bonds at ‘A2’ and the rating on the outstanding Port District Project (PDP) bonds at ‘Baa2’. The rating outlook has been changed to 'positive' from 'stable'.

� Debt Portfolio Restructuring: In 2018, we continued our strategy of stabilizing and restructuring our debt portfolio. In November, we defeased $308.4 million in bonds. In December, the Authority completed a successful sale of $700.5 million of the Authority’s 2018 Revenue Bonds. The bond issuance accomplished the following:

� Issuance of bond debt at an overall borrowing cost for the borrowings was 3.23%. (The offering received more than $4.7 billion in offers from interested bond purchasers, i.e., the issue was oversubscribed 6x)

� Reduced the Authority’s debt service through 2040 by approximately $63 million

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� Received new bond project fund proceeds totaling $290 million for on-going funding of its annual and 5-year Capital Plan

� Shifted the Authority’s entire debt portfolio to a traditional fixed rate structure:

� Converted $460 million of existing variable rate bonds to traditional fixed rate bonds (also eliminating all bank purchase loans and letters of credit)

� Terminated $460 million notional amount of various swap agreements via a $64 million termination settlement. (All swaps have been terminated.)

� E-ZPass: In January 2016, DRPA issued the first credits to participants in the frequent commuter credit program launched in December 2015. The program provides a credit of $18.00 for enrolled NJ E-ZPass commuters making 18 or more trips on any of the DRPA bridges in a calendar month. An estimated $1.8 million in credits were issued in 2018. In addition, the Authority’s E-ZPass “delayed transaction programming” realized $2.0 million in additional revenues through revenue reclassification of misclassified vehicles in 2018.

� Bond Indenture Compliance: The Authority annually must fulfill various reporting requirements under its Bond Indentures to its bond trustees. Prior to the annual December 1 deadline, DRPA certified to the Bond Trustee, per its Bond Indenture requirement, that net revenues for 2018 will exceed the “Net Revenue Requirement”, by more than $91 million. Also, in December, the Authority certified that it expects to exceed the 2019 Net Revenue Requirement by more than $87 million.

� OPEB Funding: We continued authorized funding of our OPEB (Other Post-Employment Benefits) liability with a $5 million contribution for 2018.

SIGNIFICANT CHANGES IN MANAGEMENT AND CORPORATE GOVERNANCE PERSONNEL

� In January, Pennsylvania Governor Tom Wolf appointed Christopher Lewis to the DRPA Board of Commissioners/PATCO Board of Directors.

� In September, Pennsylvania Governor Tom Wolf appointed Angelina Perryman to the Board.

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ADMINISTRATION

� Collective Bargaining Agreements: In 2018, the Board authorized union contracts covering more than 95% of the Authority’s represented employees.

� Bridge Property Insurance Increase: In October 2018, the Authority added an additional $150 million in coverage to its Bridge Property Damage and Loss of Revenue Insurance with no additional premium. The increase raised the coverage limits from $750M to $950M.

� Embracing Diversity: The Authority remains strongly committed to ensuring that it reflects and respects all the communities from which it serves, from ensuring that we remain on the forefront of providing contracting opportunities to MBEs, WBEs and DBEs, to continuing to grow as an employer of choice for diverse communities across the region. Towards those goals, the Authority has paid more than $350 million to certified minority, women, disadvantaged and veteran-owned businesses since 1994.

� Vendor Outreach: On May 9, the Authority hosted two outreach sessions which demonstrated our ongoing commitment to diversity, inclusion and equal opportunities for all vendors interested in doing business with the Authority. One session focused on construction and engineering-related projects by sharing information about the Authority’s Capital Program and the other explained the procurement process and preview upcoming contracts and procurement opportunities.

� ESTN Conference: In November, the Authority was the host agency for the 2018 Eastern Transportation Network (ESTN) Conference. The conference brought together more than 125 attendees from transportation agencies from PA, NJ, NY, MD and OH. The conference held breakout sessions on subjects related to public safety, human resources and engineering.

� Safety Awareness: In September 2018, the Authority hosted Safety Awareness Open Houses at each bridge facility and at PATCO. The events provided an opportunity for staff to come together and celebrate the safety achievements of the year and to renew a commitment to working safely. The employee submitted slogan for 2018 was “Safety Doesn’t Happen By Accident.”

� Citizen’s Advisory Committee (CAC): Established in 2010, the CAC works in cooperation with the Authority but as an independent, advisory body. Vacancies notwithstanding, the CAC comprises 24 members – 12 each from Pennsylvania and New Jersey – who proportionately represent DRPA toll-payers and PATCO passengers.

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BRIDGES

� Bridge Traffic: Carried more than 106.5 million vehicles across the Benjamin Franklin, Betsy Ross, Commodore Barry and Walt Whitman bridges in 2018.

� Biennial Inspections. In 2018, we completed the Biennial Inspections on our four bridges and PATCO. Our facilities were deemed to be “well maintained and in satisfactory to good overall condition.” Pursuant to our Bond Indenture we forwarded certifications to our bond trustee by the October 1 deadline.

� Solar Energy Project: In April 2018, the Authority announced a major solar energy project that, once completed, is expected to provide more than 50% of the total electricity consumption for both PATCO and the DRPA, through solar energy. The Solar Energy Project will be one of the largest transportation-related alternative energy initiatives in the region, potentially resulting in millions of dollars of electricity cost savings. In November 2018, the Authority selected a Solar Developer to provide design, construction, and operations and maintenance services for the project.

� Bridge Painting Projects: The Authority continued de-leading and painting initiatives on the Walt Whitman, Commodore Barry and Betsy Ross Bridges.

� Ben Franklin Bridge South Walkway Bicycle and Pedestrian Ramp: In February 2018, construction started on the bike and pedestrian access ramp on the south walkway of the bridge. The project replaces the existing stairway on the south side of the bridge in Camden with a new ramp structure which will improve connectivity between Philadelphia and Camden for pedestrians and bicycles and encourage the use of alternative modes of transportation for both commuter and recreational users.

� Ben Franklin Bridge Projects: The Authority started work on various projects at the Ben Franklin Bridge including maintenance painting and steel repairs, cable dehumidification, walkway preservation and bridge decorative lighting.

� Walt Whitman Bridge Corridor Rehabilitation PA Approach: The Authority completed the design phase on a project to improve and protect the bridge’s corridor along approximately two miles of I-76 in Philadelphia. The project extends the serviceability of the corridor through various improvements, including pavement improvements, lighting, signage and electrical improvements, and bridge repairs.

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PATCO

� PATCO Ridership: The PATCO commuter rail transported more than 10.7 million passengers in 2018.

� Eagles Super Bowl Victory Parade Ridership – During peak periods, an estimated 10,000 riders per hour traveled PATCO safely and without incident.

� Transit Car Overhaul Project nears completion, with 112 refurbished cars in service, 4 in commissioning, and the final 4 cars are scheduled to be delivered in early 2019. Over the course of the $194 million project, all 120 of the cars in the fleet will have extensive rehabilitation of interiors and operating systems.

� Franklin Square Station Reopening: In 2018, PATCO continued the design phase of this $26 million project to enable the station to become fully functional and in-line with the existing PATCO stations.

� Elevator Installation Project: Construction began on the $32 million project to install elevators in all currently unequipped stations- Ashland, Haddonfield, Westmont, Collingswood, City Hall and 12/13th & Locust. Upon completion, all PATCO stations will be fully accessible.

� Lindenwold Yard Track Rehabilitation & Viaduct Project: PATCO embarked on a $45 million project to rehabilitate Lindenwold Yard. The scope of work consists of track rehabilitation, turnout and switch rehabilitation, electrical improvements to the PATCO storage yard and maintenance building approach tracks.

� FREEDOM SHARE Cards: In October 2018, PATCO launched an additional fare media, FREEDOM SHARE Cards which are accepted at both PATCO fare gates and SEPTA Key Card readers.

LAW ENFORCEMENT

� Protection and Security: The Authority’s Public Safety Department protected life, property and public assets on four Delaware River toll bridges, along the 13-station PATCO high-speed line, on other DPRA/PATCO property, on the Pennsylvania and New Jersey highways leading to the bridges, in municipalities located at the bridge landings (including Philadelphia, Chester, PA and Camden, NJ) and in the Delaware River waterway itself.

� Training: The department continues to utilize the latest in live and computer simulated, scenario-based, training that emphasizes de-escalation, communication, and accountability. The realistic training scenarios allow the trainers to evaluate and critique each officer’s communication abilities and tactics while reinforcing the basics of search and seizure law.

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� Tabletop Exercises: In November 2018, the Authority’s Homeland Security/Emergency

Management Department, in coordination with DRPA Police, hosted a large-scale tabletop exercise with over 50 participants. The exercise tested numerous departments, communications, police, fire and EMS personnel and was a great example of collaboration, partnerships, teamwork, and how working together can solve problems during crises situations. This exercise was one of several that are planned annually.

� Opioid Crisis: Since December 2017, DRPA police officers have been trained and equipped to administer Narcan (Naloxone) to individuals suffering from opioid overdose. In 2018, DRPA officers have handled 44 overdose incidents with no loss of life by using the Narcan nasal spray.

AWARDS AND RECOGNITIONS The Authority continues to be recognized for its success as it continues its stewardship mission. In 2018, we were honored to receive the following awards and recognitions:

� Government Finance Officers Association’s (GFOA) Certificate of Achievement Award for Excellence in Financial Reporting for the 26th consecutive year.

� “Transportation Project of the Year Award” from the March of Dimes for the Benjamin Franklin Bridge PATCO Track Rehabilitation Project.

� “Game Changer Award” from the United Way of Greater Philadelphia and Southern New Jersey for employee donations.

� Finalist for the “Partner of the Year Award” from the Women’s Business Enterprise Council.

COMMUNITY STEWARDSHIP

� Event Hosts: In 2018, our facilities continued to host charity events that benefit our community. These annual events include the Police Unity Tour, American Cancer Society Bike-a-thon, Tour de Shore and Run the Bridge 5K.

� PATCO Cares: As part of an ongoing effort to be a strong community partner, PATCO invites one charity or non-profit group to set-up a table at one of our stations each month in hopes of giving our customers a better idea of the group’s mission.

� PATCO Community Initiatives: During 2018, PATCO continued to support several annual community initiatives by allowing non-profit community organizations to collect donations or sell items at its stations. Organizations included the Boy/Cub Scouts, Girl Scouts, Lions Club and the Food Bank of South Jersey.

� Bridge Lighting: At the request of civic leaders and non-profit representatives, the Authority lights the Benjamin Franklin Bridge in colors that commemorate non-profit fundraising drives, holidays, regional milestones and significant events of interest to our stakeholders in the Philadelphia-Camden metropolitan area.

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� 5th Street Tunnel Murals: In November, DRPA unveiled two new murals at the Ben Franklin Bridge. The murals were created in partnership with Mural Arts Philadelphia and celebrate the community as well as pay homage to past and present bridge workers.

� Employee Donations: Throughout 2018, our employees donated money for the United Way, as well as for charities that improve the health of mothers and babies, work to find a breast cancer cure and fight heart disease.

� Santa’s Silver Sleigh: On December 1, PATCO once again ran its popular “Silver Sleigh” train ride with Santa and his elves during the holiday season.

� Free PATCO Rides on New Year’s Eve: PATCO offered free train rides for New Year’s Eve for the third year in a row in 2018. The free rides are aimed at offering a responsible, convenient travel option for those who want to enjoy New Year’s Eve festivities without the worry of driving. Revelers boarded PATCO at no charge between 8 p.m. December 31 and 4 a.m. on New Year’s Day.

2019 Work Agenda

Finance and Administration

� DRPA will continue to execute a new strategy to eliminate its debt through internally generated operational funds.

� The Authority will continue to manage costs in ways that keep operating expenses below budget limits.

� The Authority will continue to implement and refine its 2018-2022 strategic plan that serves as a roadmap for proactively addressing the challenges and opportunities facing the Authority.

� The Authority’s Office of Business Development & Equal Opportunity (OBD&EO) will continue to host outreach events which are a key part of our ongoing commitment to stewardship, service and community.

� The Authority will continue its efforts to streamline and simplify business processes through the development of an enhanced Enterprise Resource Planning system and a comprehensive, Asset Management Program.

Bridges

� The DRPA will continue with an aggressive capital program with several capital projects beginning in 2019. Executing this volume of work while minimizing customer disruptions and coordinating with all stakeholders remains a challenge.

� The DRPA will begin work on a major suspension span rehabilitation project on the Ben Franklin Bridge. The project is expected to exceed $100 million and will include maintenance painting, steel repairs, and dehumidification of the main cable.

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� The DRPA will continue to support the developer on the Solar Energy Project. Most solar

panels will be located at parking lots of four PATCO stations, as well as DRPA’s headquarters building and two bridge facilities. Construction will occur in stages starting in 2019 and is expected to be completed in 2020.

� The DRPA will complete the $7.9 million Benjamin Franklin Bridge South Walkway Bicycle & Pedestrian Ramp Project which will improve access to the south walkway of the bridge.

� The DRPA will continue de-leading, painting and structural repair initiatives on all four bridges.

PATCO � PATCO will celebrate its 50 Years of Service on February 15, 2019. To thank riders,

customer appreciation events at stations will occur throughout 2019. � PATCO will continue its $194 million Transit Car Overhaul Project. All 120 rail cars are

scheduled to be completed in 2019.

� PATCO will continue the design phase for the planned re-opening of the long-closed Franklin Square Station to provide for better transportation access to the growing area.

� PATCO will continue elevator construction in all currently unequipped stations.

� PATCO will begin construction on the Station Enhancements Project. The project will enhance the Ferry Avenue station in Camden, along with Lindenwold and Woodcrest stations with enhancements to the stations’ parking lot entrances, landscaping, platforms, station layout and lighting.

� PATCO will start a $3.7 million project to resurface PATCO's ballasted track between Lindenwold and Broadway Stations by restoring shoulder ballast and replacing deteriorated timber ties. The work, when completed, will provide a smoother train ride.

� PATCO will complete the Woodcrest Station Parking Lot Rehabilitation Project. The $5.2 million project is an extensive rehabilitation of the parking surface and infrastructure underneath it.

Community Activities

The Authority will continue to encourage employees to work on outreach projects as part of their everyday functions and to volunteer personal time to their communities, consistent with our core values.

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APPENDIX B

Delaware River Port Authority and

Port Authority Transit Corporation

2018 Operating Expenses – Statement of Actual versus Budget (Unaudited)

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DELAWARE RIVER PORT AUTHORITY 2018 Operating Expenses – Actual versus Budget

Unaudited as of December 31, 2018

2018 2018BUDGET EXPENSES AMOUNT %

PAYROLL Regular 38,371,220$ 36,427,766$ 1,943,455$ 5.06%Overtime 1,394,413 1,985,572 (591,159) -42.39%Employee Service Expenses 36,027,613 35,212,723 814,890 2.26%

TOTAL PAYROLL 75,793,246 73,626,061 2,167,186 2.86%

OTHER EXPENSESEquipment and Tools 444,403 362,218 82,185 18.49%Furniture and Fixtures 25,595 43,149 (17,554) -68.58%Repairs and Maintenance 4,280,615 3,647,913 632,702 14.78%Vehicle Repairs and Supplies 618,025 904,161 (286,136) -46.30%Professional Service 3,113,530 2,226,067 887,463 28.50%Contract Services 10,116,416 10,661,245 (544,829) -5.39%Rentals 222,605 235,578 (12,973) -5.83%Advertising and Marketing 73,700 36,489 37,211 50.49%Training 334,165 327,666 6,499 1.94%Travel, Meeting and Development 116,003 52,631 63,372 54.63%Uniforms 364,878 339,637 25,241 6.92%Office Supplies 156,705 152,897 3,808 2.43%Printing 9,250 (3,384) 12,634 136.59%Postage 60,075 58,424 1,651 2.75%Memberships and Subscriptions 118,768 71,402 47,366 39.88%Utilities/Telephone 2,446,930 2,459,372 (12,442) -0.51%Insurance 3,577,098 3,508,959 68,139 1.90%Reserve for Self Insurance 175,000 5,830 169,170 96.67%Data Processing 977,803 1,326,007 (348,204) -35.61%Miscellaneous 63,500 69,994 (6,494) -10.23%

TOTAL OTHER EXPENSES 27,295,065 26,486,256 808,809 2.96%

TOTAL OPERATING EXPENSES 103,088,311$ 100,112,316$ 2,975,994$ 2.89%

VARIANCE

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B-2

PORT AUTHORITY TRANSIT CORPORATION 2018 Operating Expenses – Actual versus Budget

Unaudited as of December 31, 2018

2018 2018BUDGET EXPENSES AMOUNT %

PAYROLL ACTUALRegular 22,771,498$ 21,117,334$ 1,654,164$ 7.26Overtime 1,857,849 2,795,204 (937,355) -50.45Employee Service Expenses 16,490,147 15,589,352 900,795 5.46

TOTAL PAYROLL 41,119,494 39,501,890 1,617,604 3.93

OTHER EXPENSESDirect Material 2,134,741 2,088,023 46,718 2.19Equipment and Tools 232,994 119,346 113,648 48.78Contractual Services 2,999,427 2,816,132 183,295 6.11Office/Postage/Printing 110,090 72,498 37,592 34.15Rentals 32,238 14,757 17,481 54.23Repairs and Maintenance 1,358,060 1,004,091 353,969 26.06Employee - Travel 22,150 6,749 15,401 69.53Membership and Subscriptions 55,724 53,848 1,876 3.37Employee Expense - Training 121,925 92,863 29,062 23.84Utilities/Telephone 721,851 544,970 176,881 24.50Professional Services 1,803,462 1,091,194 712,267 39.49Advertising and Marketing 82,165 22,840 59,325 72.20Uniforms 447,754 263,064 184,690 41.25Automotive Repairs 333,724 234,899 98,825 29.61Data Processing 254,977 195,569 59,408 23.30Purchased Power 4,115,271 4,055,275 59,996 1.46Insurance Policies 1,102,963 1,037,592 65,371 5.93Reserve for Self Insurance 750,000 511,775 238,225 31.76

TOTAL OTHER EXPENSES 16,679,516 14,225,485 2,454,032 14.71

TOTAL OPERATING EXPENSES 57,799,010$ 53,727,375$ 4,071,635$ 7.04

VARIANCE

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APPENDIX C

Delaware River Port Authority

2018 Capital Project Expenditures (Unaudited)

Page 73: DELAWARE RIVER PORT AUTHORITY

DELAWARE RIVER PORT AUTHORITY 2018 Capital Project Expenditures (Unaudited)

C-1

2018Benjamin Franklin Bridge ExpenditureSuspension Cable Inspection and Design 4,981,430$ 5th Street Realignment 6,914 South Walkway Bike & Pedestrian Ramp Rehabilitation 6,392,066 West Side Mitigation Signage Improvement 28,078 Administration, Maintenance & Annex Building Roof Repairs 1,975,329 Replace Moveable Barrier 83,311 3rd & 4th Street Row & Garage Improvements 166,068 Pedestrian Walkway Preservation 114,749 Decorative Lighting Replacement 183,334 Masonry Rehabilitation 498,896 Philadelphia Plaza Attenuator 46,011 PA Anchorage South Wind Brace Member 548,635

15,024,820$

Walt Whitman BridgeToll Plaza Rehabilitation 16,828$ Deleading & Repainting - Phase 3 11,239,009 NJ & PA Approach Substructure Rehabilitation 2,268,681 Priority Equipment & Structural Repairs 2,178,636 Cable Investigation 19,967 Administration, Maintenance & Toll Canopy Building Roof Replacements 455,470 Centerline Catwalk Rehabilitation 2,521,033 NJ & PA Approach Bridges Painting 470,424 Slope Protection and Stabilization 141,322 Tower Link Rehabilitation 277,510

19,588,880$ Commodore Barry BridgeDeleading & Repainting 7,095,879$ Resurfacing and Rehabilitation 1,419,619 Replace Administration Complex Switchgear 18,633

8,534,132$ Betsy Ross BridgeBridge Resurfacing 1,152,096$ PENNDOT I95 Interchange Improvement 58,271 Bridge Maintenance Painting 14,484,175 NJ Approach Roadway Resurfacing 673,501 Toll Booth HVAC System Replacement 22,708

16,390,751$

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DELAWARE RIVER PORT AUTHORITY 2018 Capital Project Expenditures (Unaudited)

C-2

2018Multi - or All Bridges ExpenditureProgram Management for Capital Projects (Current Year) 1,552$ PATCO Outbound Survey 8,030 DRPA Truck Permit Program 149,769 Rehabilitation Work Due to Biennial Inspection 69,631 Renewable Energy Integration 241,883 Toll Technology Design Phase 1 4,401 Space Utilization Reconfigure 3,867 Signage Reconfiguration 1,668

480,802$

Facility SecurityRemedial Management and Environmental Services 367,451$ Security Fence Improvements 284,538 Threat Assessment Security Enhancements 11,525

663,514$ DRPA OtherAdmiral Wilson Remediation & Construction 29,298$ OPC 11th Floor Window Tinting 126,066 OPC Cooling Tower Seals 274,300

429,664$ PATCO: DRPA FundedStation Enhancements 2,987,877$ PATCO Fire Alarm System Replacement 43,069 Replace Transformers - Phase 3 193,162 Rehabilitation of Track Structure on Viaduct at Westmont & Across BFB 2,298,420 Track Circuit Modifications Design 22,145 Parking Lot Rehabilitation at Stations 3,712,938 Rebuild Transit Car Trucks - Yearly 1,647,914 Traction Motor & Gearbox Rebuilds - Yearly 3,657,492

Equipment Purchases & Upgrades 1,681,599 PATCO Track Surfacing 18,922 PATCO Lindenwold Shop & Office Improvements 46,300 TVM Pin Pad Replacement 168,902 Subway Structure Renovation 76,759

16,555,500$

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DELAWARE RIVER PORT AUTHORITY 2018 Capital Project Expenditures (Unaudited)

C-3

2018PATCO: FTA Funded ExpenditureRehabilitation of Fleet 49,835,256$ Lindenwold Yard Track Rehabilitation 16,521,995 Install Elevators at Remaining PATCO Stations 7,259,786 Center Tower, Command & Control Relocation & SCADA Software 449,069 Pedestrian Bridges & Tunnels 812,061 Transit Enhancements 56,647

Embankment Restoration, Drainage Improvements, & Retaining Wall Rehabilitation 32,712 PATCO - FTA Funded: Subtotal 74,967,525$ Less: Federal Share (24,782,095) DRPA Share of Costs 50,185,430$

TechnologyEnterprise Resource Planning System 3,274,632$ Passenger Information & Messaging System (PIMS) 559,721 800MHz Replacement/Upgrade 230,859 Upgrade of CPA Payment Software 77,390 Toll System Equipment Upgrade for All 152,713 Software & Systems Upgrades 1,822,020 E-ZPass Transponders 596,733 Replacement BRB & CBB Fiber 2,865,351 Upgrade AFC Devices to Windows 7 364,752 TVM Multi Language Conversion 44,307 PATCO Switch & Firewall Replacement 2,034,939

12,023,416$ Miscellaneous Schedules and Capital LaborSchedule A: DRPA Miscellaneous Projects 1,401,288$ Schedule B: Furniture & Fixtures 1,324,508 Schedule D: PATCO Miscellaneous Projects 101,328 Schedule T: Technology Projects & Equipment 27,500 Schedule V: Vehicle & Vehicle Related Equipment 1,654,347

4,508,971$ GRAND TOTAL 2018 CAPITAL PROGRAM EXPENDITURES(DRPA SHARE) 144,385,880$

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APPENDIX D

Delaware River Port Authority and

Port Authority Transit Corporation

Contracts Exceeding $100,000 Entered into During 2018

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DELAWARE RIVER PORT AUTHORITY Contracts Exceeding $100,000 Entered Into During 2018

D-1

Contractor Purpose of Contract Resolution # Amount

AARP/United Health Group

Age 65 & Over Retiree Medicare Supplemental Benefits – 2019 (DRPA & PATCO)

DRPA-18-119 $2,106,857

Acacia Financial Group, Inc.

Financial Advisory Services DRPA-18-040 $250,000 N-T-E

AECOM Technical Services, Inc.

Design Services for Woodcrest Platform Rehabilitation

DRPA-18-029 $1,056,730

AECOM Technical Services, Inc.

Capital Project Modification Betsy Ross Bridge Painting & Steel Repairs

DRPA-18-031 $215,700

AECOM Technical Services, Inc., HNTB Corporation, Jacobs Engineering Group, Inc., Remington & Vernick Engineers, and WSP

Program Management Services for Capital Improvement Projects

DRPA-18-084 $3,000,000

Alstom Transport Procurement of Replacement Transit Car Wheels for PATCO Revenue Cars

PATCO-18-033 $426,848

Alstom Transport Sole Source Procurement for Vendor Replace Parts for PATCO – CY 2019

PATCO-18-036 $700,000

AmeriHealth

Medical & Prescription Drug Coverage Premium for Authority’s Active Benefit-Eligible Employees Under the Age of 65, and Their Respective Dependents

DRPA-18-080 $13,402,527

Ammann & Whitney, Inc. Capital Project Modification Services for BFB South Walkway Bicycle & Pedestrian Ramp – Capital Project Contract Modifications

DRPA-18-059 $285,370

American Crane & Equipment Corporation

Service & Maintenance Contract and Emergency Repairs for Three (3) Maintenance Platforms at the BFB

DRPA-18-065 $113,100

Arora Engineers, Inc. Design Services for PATCO Lindenwold Fire Protection Sprinkler System

DRPA-18-030 $390,000

Burns Engineering, Inc. Arc Flash Hazard Analysis Services PATCO-18-023 $196,189 CenturyLink Telecommunications & MCImetro Access/Verizon

License Agreements- Fiber Optic Cables on BFB

DRPA-18-086 $134,756

Chammings Electric, Inc. Walt Whitman Bridge New Jersey Substation and Feeder Replacement

DRPA-18-093 $1,396,556

Corcon, Inc. Commodore Barry Bridge Painting Phase 2: Pennsylvania Approach Spans

DRPA-18-010 $18,086,200

Crown Castle International Corp.

Installation of a Redundant Fiber Pathway for the Wide Area Network (WAN) and Dedicated Internet Access for a Seven (7) Year Term

DRPA-18-074 $1,204,440

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DELAWARE RIVER PORT AUTHORITY Contracts Exceeding $100,000 Entered Into During 2018

D-2

Contractor Purpose of Contract Resolution # Amount

Cubic Transportation Systems

Sole Source Procurement for Vendor Replacement Parts for PATCO – CY 2019

PATCO-17-036 $225,000

Driscoll Construction Co., Inc.

Contract No. CB-35-2017 CBB Joint Rehabilitation & Bearings Replacement

DRPA-18-067 $1,471,105

Dunbar Armored PATCO Revenue Collection and Armored Car Transport Services – Five (5) Year Term

PATCO-18-027 $740,847

e-Builder, Inc. Comprehensive Cloud-Based Program Management System

DRPA-18-085 $214,800

Elite Elevator Services, LLC

DRPA Bridge Facility Elevator Maintenance and Service Contract

DRPA-18-144 $110,688

ePlus Technology, Inc. PATCO Switch and Firewall Replacement DRPA-18-038 $2,019,554 N-T-E

ePlus Technology, Inc. Procurement of Hardware and Software Upgrades to the Storage and Backup Infrastructure

DRPA-18-039 $1,798,064 N-T-E

ePlus Technology, Inc. Cisco SMARTnet Maintenance Agreement for a Five (5) Year Term

DRPA-18-052 $998,772

Gallagher Benefits Services, Inc.

Broker & Consultant for Health & Welfare Program for a Three (3) Year Term

DRPA-18-053 $135,000 (Annual)

Gannett Fleming Transit and Rail Systems

Design and Construction Monitoring Services for Replacement of PATCO Rectifier Transformers - Phase 3

DRPA-18-028 $1,711,300

Groff Tractor & Equipment

Purchase of One (1) 2018 Backhoe DRPA-18-033 $110,000

Helwig Carbon Products Sole Source Procurement for Vendor Replace Parts for PATCO – CY 2019

PATCO-18-036 $120,000

Horizon BCBS Age 65 & Over Retiree Medicare Part D Prescription Benefit – 2019 (DRPA & PATCO)

DRPA-18-108 $604,747

HR Soft

Sole Source Procurement for the Employee Performance Management Platform and Engagement Tools From HR Soft for a Three (3) Year Term

DRPA-18-110 $120,900

IBI Group Inc. Toll Technology Assessment For DRPA Bridge Facilities

DRPA-18-125 $772,209

Interstate Aerials, LLC Rentals of Aerial Lift Equipment DRPA-18-034 $284,250

Jacobs Engineering Group Design Oversight and Construction Monitoring Services for Contract No. GN-0040-18, DRPA Solar Photovoltaic Systems

DRPA-18-123 $2,570,590

Jamaica Bearings Procurement of Timken Journal Bearings DRPA-18-034 $187,158

JPC Group, Inc. Snow Removal Services for PATCO New Jersey Locations on an As-Needed Basis

PATCO-18-010 $300,000 N-T-E

Jupiter Painting Contracting, Co.

Capital Project Modification PATCO City Hall Station Concourse Level Interior Painting

PATCO-18-094 $134,740

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DELAWARE RIVER PORT AUTHORITY Contracts Exceeding $100,000 Entered Into During 2018

D-3

Contractor Purpose of Contract Resolution # Amount

Kaser Mechanical, LLC Construction Services for the BRB Toll Plaza HVAC System Replacement Project.

DRPA-18-092 $1,208,250

Morton Salt, Inc. Procurement and Delivery of Highway Rock Salt for DRPA and PATCO Facilities

DRPA-18-070 $317,684 N-T-E

Net Q Multimedia Company

Installation and Integration of Eighty (80) LCD Monitors for the Fourth and Final Phase of the Passenger Information and Messaging Systems

PATCO-18-018 $543,613

Northeast Communications Group, Inc.

Collingswood Station Cameras and Emergency Call Boxes Hardwiring Project

PATCO-18-019 $385,559

Oliver Communications Group, Inc.

Procure, Install, Configure, and Test New Ethernet Switches for PATCO’s SCADA and CTC Network

PATCO-18-012 $155,235

Oliver Communications Group, Inc.

PA Speaker Replacement PATCO-18-017 $367,712

Oliver Communications Group, Inc.

Lindenwold Shop Carwash Ventilation System PATCO-18-021 $198,000

Planet Technologies, Inc. Consulting Services for a “Greenfield” Implementation and Migration of our Active Directory Environment

DRPA-18-082 $175,000

Public Financial Management, Inc. (PFM)

Financial Advisory Services DRPA-18-040 $250,000 N-T-E

Remington & Vernick Engineers

Construction Monitoring Services for Contract No. PATCO-57-2016 (R), PATCO Woodcrest Parking Lot Rehabilitation

DRPA-18-027 $574,000

Remington & Vernick Engineers

Construction Monitoring Services for Contract No. CB-34-2017 Commodore Barry Bridge Elevator Replacements at Piers E1 and W1

DRPA-18-048 $1,199,430

Riggins Inc. Fuel Contract for DRPA and PATCO for a One (1) Year Term

DRPA-18-063 $750,000 N-T-E

SAP Public Services, Inc. Upgrades to Enterprise Resource Planning System for a Five (5) Year Term

DRPA-18-025 $25,800,292

Schneider Electric Camera, Call Box and CBB Datacenter Maintenance Agreement

DRPA-18-081 $214,344

Scalfo Electric, Inc. Contract No. PATCO-63-2017, PATCO Substation DC Upgrades

PATCO-18-016 $4,499,000

SEPTA Service Contract Modification PATCO Elevator and Escalator Maintenance and Repairs

PATCO-18-041 $500,000 N-T-E

SHI International Corp. Microsoft Enterprise Agreement Renewal for a Five (5) Year Term

DRPA-18-045 $765,979 N-T-E

South State, Inc. Contract No. BF-53-2018, BFB Pavement Repairs

DRPA-18-077 $3,316,500

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DELAWARE RIVER PORT AUTHORITY Contracts Exceeding $100,000 Entered Into During 2018

D-4

Contractor Purpose of Contract Resolution # Amount

Symetra Life Insurance Co.

Short Term Disability (STD) Contract to Add STD Benefits for DRPA & PATCO Non-Represented Employees and IBEW-Represented Employees

DRPA-18-075 $146,330 (Annual)

Tactical Public Safety Public Safety 800 MHZ Radio Replacement Project

DRPA-18-087 $230,859

Tactical Public Safety Harris Radio Maintenance Agreement for a (4) Year Term

DRPA-18-115 $423,504

Transpo Industries Sole Source Procurement Allowance for Energy Absorption Systems Crash Attenuators

DRPA-18-113 $125,000 N-T-E

TransSystem Corporation Capital Project Modification Design Services for PATCO Station Enhancements Program

DRPA-18-068 $166,404

Turner Surety and Insurance Brokerage, Inc.

Broker & Consultant for DRPA & PATCO Bridge Property Damage and Loss of Toll Revenue Program and the Claims-Made Excess Liability Policy for a Three (3)Year Term

DRPA-18-055 $361,875

Turner Surety and Insurance Brokerage, Inc.

Broker & Consultant for Traditional Property & Casualty, including Pollution Legal Liability for a Three (3) Year Term

DRPA-18-054 $481,140

Turner Surety and Insurance Brokerage, Inc.

DRPA & PATCO Network Security and Privacy Liability Policy (Cyber Liability)

DRPA-18-132 $128,438

Turner Surety and Insurance Brokerage, Inc.

Renewal of the DRPA & PATCO Commercial Non-Bridge Property Insurance Policy

DRPA-18-100 $452,728

Turner Surety and Insurance Brokerage, Inc.

Broker & Consultant for DRPA & PATCO Commercial General Liability Policy for a One (1) Year Term

DRPA-18-101 $101,000

Turner Surety and Insurance Brokerage, Inc.

Broker & Consultant for DRPA & PATCO Commercial Automobile Liability Policy for a Two (2) Year Term

DRPA-18-102 $963,188

Turner Surety and Insurance Brokerage, Inc.

Broker & Consultant for DRPA & PATCO Commercial Umbrella Liability Policy for a One (1) Year Term

DRPA-18-103 $160,590

Turner Surety and Insurance Brokerage, Inc.

Broker & Consultant for DRPA & PATCO Crime Policy for a Three (3) Year Term

DRPA-18-104 $103,500

Turner Surety and Insurance Brokerage, Inc.

Renewal of DRPA & PATCO Public Officials & Employment Practices Liability Policy for a One (1) Year Term

DRPA-18-105 $194,308

Turner Surety and Insurance Brokerage, Inc.

Broker & Consultant for DRPA & PATCO Property Damage & Loss of Revenue and Excess Bridge Property Damage & Loss of Revenue Policies for a Three (3) Year Term

DRPA-18-106 $4,847,249

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DELAWARE RIVER PORT AUTHORITY Contracts Exceeding $100,000 Entered Into During 2018

D-5

Contractor Purpose of Contract Resolution # Amount

Turner Surety and Insurance Brokerage, Inc.

Broker & Consultant of DRPA Claims Made to Excess Liability Insurance Policy for a One (1) Year Term

DRPA-18-107 $942,409

Turner Surety and Insurance Brokerage, Inc.

Broker & Consultant New Law Enforcement Police Professional Liability

DRPA-18-109 $138,423

UTC/Rail & Air Sources, Inc. & Penn Machine

Overhaul of Transit Car Gear Units PATCO-18-025 $1,500,000

UTC/Rail & Air Sources, Inc. & Penn Machine

Capital Project Modification to Accommodate Necessary Overhaul of Transit Car Gear Units

PATCO-18-026 $1,255,400

Vossloh Track Material Procurement & Delivery of 136RE Head Hardened Rail

PATCO-18-029 $139,932

WABTEC Global Services

Sole Source Procurement for Vendor Replace Parts for PATCO – CY 2019

PATCO-18-042 $450,000

WABTEC Global Services

Sole Source Procurement for Vendor Replace Parts for PATCO – CY 2019

PATCO-18-036 $150,000

Waste Management of NJ, Inc.

Contract to Perform Non-Hazardous Solid Waste Removal for DRPA Bridge Facilities for a Three (3) Year Term

DRPA-18-064 $234,374

Winner Ford Purchase of Eight (8) 2019 Ford Patrol Vehicles at $27,000 Each

DRPA-18-071 $216,008

WSP Professional Support Services for the DRPA Asset Management Program

DRPA-18-060 $1,359,895

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DRPA BOARD MINUTES

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DELAWARE RIVER PORT AUTHORITY

BOARD MEETING

One Port Center2 Riverside DriveCamden, New JerseyWednesday, March 20, 2019

PRESENT

Pennsylvania CommissionersRyan Boyer, ChairmanSean Murphy (for Pennsylvania Auditor General Eugene DePasquale)Donna PowellJoseph MartzRobert Borski (for Pennsylvania Treasurer Joseph Torsella; via telephone)

New Jersey CommissionersJeffrey Nash, Esq., Vice Chairman of the BoardAlbert FrattaliFrank DiAntonioDaniel ChristyRichard SweeneyCharles FentressAaron Nelson (for Ricardo Taylor)Bruce Garganio (via telephone)

DRPA/PATCO StaffJohn T. Hanson, Chief Executive OfficerMaria Wing, Deputy Chief Executive OfficerRaymond J. Santarelli, General Counsel and Corporate SecretaryStephen Holden, Deputy General CounselNarisa Sasitorn, Deputy General CounselRyan Mulderigg, Assistant General CounselKathleen Vandy, Assistant General CounselRobert Hicks, Chief Operating OfficerJames White, Chief Financial OfficerJohn Lotierzo, Director of FinanceOrville Parker, Manager, Budget/Financial Analysis, FinanceJennifer DePoder, Financial AnalystDarcie DeBeaumont, Manager, AccountingPatty Griffey, Manager, Revenue AuditJack Peffer, Revenue AnalystMike DiGiamberardino, Reproduction Technician, Print ShopToni P. Brown, Chief Administrative OfficerDavid Aubrey, Acting Inspector General

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DRPA/PATCO Staff (continued)John Rink, General Manager, PATCORohan Hepkins, Assistant General Manager, PATCOMark Ciechon, Director of Finance, PATCOJack Stief, Chief, Public SafetyChristina Maroney, Director, Strategic InitiativesWilliam Shanahan, Director, Government RelationsTonyelle Cook-Artis, Manager, Government RelationsMichael Venuto, Chief EngineerWayne Quesada, Electrical EngineerSteve Reiners, Director, Fleet ManagementValerie Bradford, Bridge Director, Benjamin Franklin and Betsy Ross BridgesLarry Walton, Bridge Director, Walt Whitman and Commodore Barry BridgesMike Williams, Director, Corporate CommunicationsDierdre Donatucci, Graphics Design AdministratorDarlene Callands, Manager, Community RelationsSheila Milner, Administrative Coordinator, Corporate Secretary, OGCElizabeth Saylor, Administrative Coordinator, Corporate Secretary, OGCDawn Whiton, Executive Assistant of the CEOBarbara Wagner, Executive Assistant of the CEO

Others PresentCraig Ambrose, Associate Counsel, New Jersey Governor’s Authorities UnitDavid Rapuano, Esq., Archer & Greiner (New Jersey Counsel)Jessica Priselac, Esq., Duane Morris LLP (Pennsylvania Counsel; via telephone)Nedia Ralston, Director, Southeast Regional OfficeAlan Becker, Citizens Advisory CommitteeStephen Benigno, Citizens Advisory CommitteeDennis Moore (retiree)Catherine MooreArthur McLean (retiree)Robin McLean

OPEN SESSION

NoticeThe Corporate Secretary announced that pursuant to its by-laws public notice of this meeting ofthe DRPA Board of Commissioners had been given by posting proper notice in the lobby at OnePort Center and by issuing proper notice to the public and news media.

Roll CallChairman Boyer called the meeting to order at 9:07 a.m. and asked that the Corporate Secretarycall the roll. The following Commissioners were present, constituting a quorum: Chairman Boyer,Vice Chairman Nash, Powell, Frattali, Christy, Sweeney, Fentress, Nelson, Murphy, DiAntonio,Borski, Garganio, and Martz.

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Public CommentThere was no public comment.

Report of the Chief Executive OfficerCEO Hanson stated that the CEO report stood as previously submitted. Mr. Hanson highlightedthe retirement of Dennis Moore and Arthur McLean and wished them well in their retirement andfuture endeavors. Mr. Hanson was pleased to announce that the Authority received, for the 26th

consecutive year, the Government Finance Officers Association (GFOA) award for its 2017Comprehensive Annual Financial Report. Commissioner Fentress moved to approve the CEO’sReport and Commissioner DiAntonio seconded the motion. All Commissioners in attendancevoted to approve the CEO’s Report. The motion carried.

Report of the Chief Financial OfficerCFO White stated that his report stood as previously submitted. Mr. White acknowledged theemployees of the Finance Department who worked diligently in order to receive the GFOA award.Mr. White also noted that, as required by its Compact, the DRPA was in the process of preparinga report to the governors and the legislatures which is due March 30, 2019.

Approval of the February 27, 2019 DRPA Board Meeting Minutes

Chairman Boyer stated that the Minutes of the February 27, 2019 DRPA Board Meeting had beenpreviously provided to the Governors of New Jersey and Pennsylvania and to the DRPACommissioners. Commissioner DiAntonio moved to approve the Minutes and CommissionerMartz seconded the motion. There were no comments or corrections. All Commissioners inattendance voted in the affirmative to approve the Minutes as submitted. The motion carried.

Receipt and Filing of the Previously Approved List of Payments Covering the Month ofFebruary 2019 and the List of Previously Approved Purchase Orders and ContractsCovering the Month of February 2019Chairman Boyer stated that the Monthly List of Payments covering the month of February 2019and the Monthly List of Purchase Orders and Contracts covering the month of February 2019 werepreviously provided to all Commissioners. Commissioner Frattali moved to receive and file thelists and Commissioner Christy seconded the motion. There were no questions or comments. AllCommissioners in attendance voted in the affirmative. The motion carried.

Approval of Operations & Maintenance Committee Meeting Minutes of March 5, 2019Chairman Boyer stated that the Minutes of the March 5, 2019 Operations & MaintenanceCommittee Meeting were previously provided to all Commissioners. Commissioner Frattalimoved to approve the Minutes and Commissioner Christy seconded the motion. There were nocomments or corrections. All Commissioners in attendance voted in the affirmative to approvethe Minutes as submitted. The motion carried.

Adoption of Resolutions Approved by the Operations & Maintenance Committee on March5, 2019Chairman Boyer stated that there were eleven (11) Resolutions from the March 5, 2019 Operations& Maintenance Committee Meeting for consideration:

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DRPA-19-019 800 MHz P25, Phase 2 Upgrades, Network SwitchingCenter and Antenna Systems

Chief Engineer Venuto presented a Summary Statement and Resolution that the Board authorizestaff to negotiate a purchase contract with Tactical Public Safety, LLC in the amount of$849,887.80 for upgrades to the Network Switching Center and Antenna System for the trunkradio system. Mr. Venuto stated that these upgrades are being procured under New Jersey StateContract #83932.

DRPA-19-020 800 MHz P25, Phase 2 Upgrades, Microwave Site-to-SiteCommunications

Chief Engineer Venuto presented a Summary Statement and Resolution that the Board authorizestaff to negotiate a purchase contract with Tactical Public Safety, LLC in the amount of$690,906.95 for the installation of a site-to-site microwave communications system for the trunkedradio system. Mr. Venuto stated that this installation is being procured under Pennsylvania StateContract IFB 6100039075.

Chairman Boyer requested that Resolutions DRPA-19-019 and DRPA-19-020 be voted ontogether. Commissioner Fentress moved to approve Resolutions DRPA-19-019 and DRPA-19-020 and Commissioner Frattali seconded the motion. There were no questions or comments. AllCommissioners in attendance voted to approve the motion.

DRPA-19-021 Design Services for PATCO Lindenwold Shop andOffice Improvements

Chief Engineer Venuto presented a Summary Statement and Resolution that the Board authorizestaff to negotiate an agreement with Burns Engineering, Incorporated in the amount of$759,891.00 to provide design, bidding and award and construction support services for thePATCO Lindenwold Shop and Office Improvements.

DRPA-19-022 Construction Monitoring and Constructability ReviewFor Contract No. 11-H, PATCO Lindenwold ControlCenter

Chief Engineer Venuto presented a Summary Statement and Resolution that the Board authorizestaff to negotiate an agreement with Jacobs Project Management Company in the amount of$1,481,334.95 to provide construction monitoring and constructability review for Contract No. 11-H, PATCO Lindenwold Control Center, for the construction of a new control center for thePATCO Speedline.

Chairman Boyer requested that Resolutions DRPA-19-021 and DRPA-19-022 be voted ontogether. Commissioner Frattali moved to approve Resolutions DRPA-19-021 and DRPA-19-022and Commissioner DiAntonio seconded the motion. There were no questions or comments. AllCommissioners in attendance voted to approve the motion.

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DRPA-19-023 Capital Project Contract Modification

Chief Engineer Venuto presented a Summary Statement and Resolution that the Board authorizethe execution of contract modifications to Capital Project Number PTD.01502, the PATCOFranklin Square Station Re-Opening, and amend the 2018 Capital Budget to include the increasein the contract amount being requested. Mr. Venuto stated that the increase in the contract withBurns Engineering, Inc. could bring the total amount of the contract to $2,287,139.00.Commissioner Martz moved to approve Resolution DRPA-19-023 and Commissioner Sweeneyseconded the motion. There were no questions or comments. All Commissioners in attendancevoted to approve the motion.

DRPA-19-024 Gateway Park HDSRF Funding

Chief Engineer Venuto presented a Summary Statement and Resolution that the Board authorizestaff to apply to the Hazardous Discharge Site Remediation Fund (HDSRF) for partialreimbursement of costs expended to investigate and remediate certain Gateway Park Properties.Mr. Venuto noted that the DRPA has already remediated the properties and they have beentransferred to the Camden County Municipal Utilities Authority (CCMUA). CommissionerPowell moved to approve Resolution DRPA-19-024 and Commissioner DiAntonio seconded themotion. Vice Chairman Nash abstained from voting. There were no questions or comments. AllCommissioners in attendance voted to approve the motion.

DRPA-19-025 PARTSWG ELERTS APP and Console Development

Director of Government Relations Shanahan presented a Summary Statement and Resolution thatthe Board authorize staff to enter into a sole source procurement with ELERTS Corp. for anamount not to exceed $350,000.00 for the development of an APP and consoles on behalf of thePhiladelphia Area Regional Transit Working Group (PARTSWG) utilizing FY 2017 DHS TransitSecurity Grant Program funding. Commissioner Martz moved to approve Resolution DRPA-19-025 and Commissioner Powell seconded the motion. There were no questions or comments. AllCommissioners in attendance voted to approve the motion.

Chairman Boyer requested that the following four resolutions, Resolution DRPA-19-026 throughDRPA-19-029, be considered together:

DRPA-19-026 Auto Parts Contract for DRPA and PATCO

Fleet Director Reiners presented a Summary Statement and Solution that the Board authorize staffto negotiate a one (1) year contract with National Auto Parts Association (NAPA) for the purchaseof aftermarket automotive parts for the DRPA and PATCO. These aftermarket automotive partswill be purchased under Sourcewell Contract #062916GPC in an amount not to exceed$155,000.00.

DRPA-19-027 One (1) 2019 Elgin Broom Bear Street Sweeper

Fleet Director Reiners presented a Summary Statement and Solution that the Board authorize staffto negotiate a purchase contract with GranTurk Equipment Co., Inc. in the amount of $258,975.25

Page 88: DELAWARE RIVER PORT AUTHORITY

Page 6 of 8

for the purchase of one (1) Elgin Broom Bear Street Sweeper. This will be purchased underSourcewell Contract #22014-FSC.

DRPA-19-028 Two (2) 2019 Tractor/Wheel Loaders

Commissioner Fentress moved to approve Resolutions DRPA-19-026 through DRPA-19-028 andCommissioner Sweeney seconded the motion. There were no questions or comments. AllCommissioners in attendance voted to approve the motion.

Chairman Boyer stated that Resolution DRPA-19-029 has been withdrawn from the agenda.

Approval of Finance Committee Meeting Minutes of March 6, 2019Chairman Boyer stated that the Minutes of the March 6, 2019 Finance Committee Meeting werepreviously provided to all Commissioners. Commissioner Fentress moved to approve the Minutesand Commissioner Martz seconded the motion. There were no comments or corrections. AllCommissioners in attendance voted in the affirmative to approve the Minutes as submitted. Themotion carried.

Adoption of Resolutions Approved by the Finance Committee on March 6, 2019Chairman Boyer stated that there are two (2) Resolutions from the March 6, 2019 FinanceCommittee Meeting for consideration and introduced the following:

DRPA-19-030 Qualified Law Firms to Provide Legal Services toDRPA and PATCO

General Counsel/Corporate Secretary Santarelli presented a Summary Statement and Resolutionthat the Board adopt a resolution approving a list of law firms qualified to provide legal servicesto DRPA and PATCO. Mr. Santarelli stated that an adjustment to the fee schedule was alsonecessary, as it had not been changed since 2001. He also stated that the DRPA/PATCO willcontinue to review the law firms’ use of women and minorities in the selected work.Commissioner Fentress moved to approve Resolution DRPA-19-030 and Commissioner Powellseconded the motion. Vice Chairman Nash abstained from voting. There were no questions orcomments. All Commissioners in attendance voted to approve the motion.

DRPA-19-031 Authorization to Negotiate Agreement with KeystoneOutdoor Advertising Company, Inc. for License TermRenewal and Upgrades to Existing Billboards on DRPAProperty

Deputy Chief Executive Officer Wing presented a Summary Statement and Resolution that theBoard authorize staff to negotiate an agreement with Keystone Outdoor Advertising, Inc. tomaintain and update its two (2) billboards structures located on DRPA property. The initial termof this renewal will be ten (10) years, with two (2) 5-year renewal terms. Commissioner Frattalimoved to approve Resolution DRPA-19-031 and Commissioner Christy seconded the motion.Vice Chairman Nash abstained from voting. There were no questions or comments. AllCommissioners in attendance voted to approve the motion.

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Page 7 of 8

Approval of Audit Committee Meeting Minutes of March 6, 2019Chairman Boyer stated that the Minutes of the March 6, 2019 Audit Committee Meeting werepreviously provided to all Commissioners. Commissioner Fentress moved to approve the Minutesand Commissioner Nelson seconded the motion. There were no comments or corrections. AllCommissioners in attendance voted in the affirmative to approve the Minutes as submitted. Themotion carried.

Adoption of Resolution Approved by the Audit Committee on March 6, 2019Chairman Boyer stated that there is one (1) Resolution from the March 6, 2019 Audit CommitteeMeeting for consideration and introduced the following:

DRPA-19-032 Approval of Citizens Advisory Committee MembershipNomination – Tyrone Wesley, Michael Rochester andKristin Ricchiutti

Chief Administrative Officer Brown presented a Summary Statement and Resolution that theBoard approve the nomination made by the Citizens Advisory Committee to fill three (3)Pennsylvania vacancies on the Committee. Ms. Brown stated that with the approval of thesemembers, there will only be one vacancy on the New Jersey side and one vacancy on thePennsylvania side. Commissioner Fentress moved to approve Resolution DRPA-19-032 andCommissioner Frattali seconded the motion. There were no questions or comments. AllCommissioners in attendance voted to approve the motion.

Unfinished BusinessThere was no DRPA Unfinished Business.

Citizens Advisory Committee ReportAlan Becker of the Citizens Advisory Committee thanked the Board for the approval of the threenew members. He also expressed the Committee’s appreciation to Mr. Aubrey and Mr. Rink fortheir attendance and input at CAC meeting. With regard to the discussion on the billboards, theCommittee appreciated Ms. Wing’s update on their concerns.

New BusinessChairman Boyer reported that there are two (2) items of New Business for consideration, andintroduced the following:

DRPA-19-033 Consideration of Pending DRPA Contracts(Between $25,000 and $100,000)

Commissioner Fentress moved to adopt Resolution DRPA-19-033 and Commissioner Nelsonseconded the motion. There were no questions or comments on the Resolution. AllCommissioners in attendance voted in the affirmative to adopt the Resolution. The motion carried.

DRPA-19-034 Agreement for 10th Street & Packet Avenue Parking Lot

Director of Government Relations Shanahan presented a Summary Statement and Resolution thatthe Board authorize staff to negotiate and enter into an agreement with Evans All Pro Properties,

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Page 8 of 8

LLC to utilize forty parking spaces in an existing DRPA parking lot in the vicinity of 10th Streetand Packer Avenue, Philadelphia. He stated that the current agreement is due to expire this yearand recommended that the Board approve a 5 year agreement.

Chairman Boyer offered an amendment proposing the term be one (1) year with a four (4)subsequent one (1) year renewals with the approval of the Board.

Commissioner Powell moved to approve Resolution DRPA-19-034 with the amendments offeredon the floor by Chairman Boyer, and Commissioner Sweeney seconded the motion. There wereno questions or comments. All Commissioners in attendance voted to approve the motion.

AdjournmentWith no further DRPA business to discuss, Commissioner Fentress moved to adjourn the DRPABoard Meeting and Commissioner DiAntonio seconded the motion. All Commissioners inattendance voted to approve the motion and the DRPA Board Meeting adjourned at 10:25 a.m.

Respectfully Submitted,

Raymond J. Santarelli, EsquireGeneral Counsel and Corporate Secretary

Page 91: DELAWARE RIVER PORT AUTHORITY

2018 Fourth Quarter

Financial Statement

Page 92: DELAWARE RIVER PORT AUTHORITY

Combined Financial Statements and Notes to the Combined Financial Statements

Year Ended December 31, 2018

(Unaudited)

Page 93: DELAWARE RIVER PORT AUTHORITY

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Page

1

Page 94: DELAWARE RIVER PORT AUTHORITY

12/31/2018 12/31/2017 2018 2017Operating Revenues Bridges: Tolls (Schedule 4) 334,469,703$ 331,537,011$ 81,802,771$ 80,672,571$ Other Operating Revenues 8,382,381 6,079,049 2,249,282 1,341,080 Total Bridge Operating Revenues 342,852,084$ 337,616,060$ 84,052,053$ 82,013,651$

Transit System: Passenger Fares 26,175,091 26,562,482 6,690,663 6,593,187 Other Operating Revenues 2,732,798 1,799,233 1,360,106 569,494 Total Transit System Operating Revenues 28,907,889$ 28,361,715$ 8,050,769$ 7,162,681$

Other - - - - Miscellaneous - 2,186 - 2,186

Total Operating Revenues 371,759,973$ 365,979,961$ 92,102,822$ 89,178,518$

Operating Expenses Operations 49,281,678 52,914,132 13,287,351 13,022,524 Transit System 44,367,376 41,949,929 11,800,332 11,320,671 Community Impact 500,109 3,791,444 125,006 947,859 General & Administrative 70,305,779 61,269,720 22,909,049 13,191,571 Port of Philadelphia & Camden - - - 1,685 Depreciation 59,074,484 61,270,345 10,716,423 17,849,138 Total Operating Expenses 223,529,426$ 221,195,570$ 58,838,161$ 56,333,448$

Operating Income 148,230,547$ 144,784,391$ 33,264,661$ 32,845,070$

Non Operating Revenues (Expenses) Interest Income 22,556,918 9,013,150 12,410,345 2,359,376 Change in FMV of Derivative Instruments 5,506 115,018 5,506 115,018

22,562,424$ 9,128,168$ 12,415,851$ 2,474,394$

Interest on Funded Debt Port District Project Bonds, Series 1999 (1,149,997) (1,593,199) (287,499) (404,288) Amortization Expense PDP Series 1999 (60,783) (60,783) (15,196) (15,196) Refunding Revenue Bonds, Series 2008 (4,075,997) (3,109,040) (1,025,331) (878,156) 1995 Revenue Swap Payments (Rel 2008) (6,677,045) (9,447,258) (23,793) (1,154,250) Refunding Revenue Bonds, Series 2010 (4,851,906) (3,653,777) (1,163,101) (1,029,509) 1999 Revenue Swap Payments (Rel 2010) (8,132,048) (11,479,652) 240,914 (1,135,857) Revenue Bonds, Series D 2010 (13,020,151) (15,454,199) (1,429,501) (3,863,550) Amortization Expense Rev Bonds Series D 2010 (9,302,178) (39,659) (9,272,434) (9,915) Port District Project Refunding Bonds 2012 (4,493,936) (4,731,552) (1,123,484) (1,182,888) Revenue Bonds, Series 2018 (1,248,211) - (1,248,211) - Revenue Bonds, Series 2013 (23,088,174) (23,088,174) (5,772,044) (5,772,044)

(76,100,426)$ (72,657,293)$ (21,119,680)$ (15,445,653)$

Economic Development Activities (67,559) (4,194,114) (7,009) (690,914) Other Grant Revenues 3,763,994 1,867,000 740,631 114,164 Other Non Operating Income 1,372,561 2,361,250 1,181,181 380,156 Other Non Operating Expenses (547,571) 44,881 355,979 (19,985) Total Non Operating Revenues (Expenses) (49,016,577)$ (63,450,108)$ (6,433,047)$ (13,187,838)$

Income Before Capital Contributions 99,213,970$ 81,334,283$ 26,831,614$ 19,657,232$ Fed & State Capital Improvement Grants 24,782,095 7,557,000 12,044,432 6,351,420

Change in Net Position 123,996,065$ 88,891,283$ 38,876,046$ 26,008,652$

Net Position, January 1 744,132,248$ 655,240,965$ 829,252,267$ 718,123,596$

Net Position, December 31, 2018 868,128,313$ 744,132,248$ 868,128,313$ 744,132,248$

Period Ending Fourth Quarter

DELAWARE RIVER PORT AUTHORITYCombined Statements of Revenues, Expenses and Changes in Net Position

For the Year Ended December 31 (Unaudited)(amounts expressed in thousands)

Page 2

Page 95: DELAWARE RIVER PORT AUTHORITY

Cash Flow Statement12/31/2018 12/31/2017

Cash Flows From Operating Activities Receipts from Customers and Users 364,202$ 360,176$ Payment for Other Goods and Services (49,744) (44,697) Payments for Employee Services (116,506) (118,050) Deferred Inflow/Outflow - 7,519 Net cash Provided by Operating Activities 197,952$ 204,947$

Cash Flows From Non Capital Financing Payments for Econ Dev Activity (68) (4,194) Repayment of Econ Development Loans 421 391 Grants Received 3,764 446 Proceeds from Non Operating Income 1,373 2,700 Payments for Non Operating Expenses (4,160) (2,767) Net Cash Provided by Non Capital Finance 1,330$ (3,423)$

Cash Flows From Capital Financing Acquisition & Construction of Capital Asset (169,176) (133,218) Capital Contributions Received 24,782 8,978 2018 A-C Bond Proceeds Received 787,151 - Principal Paid on Bonded Debt (55,865) (56,577) Defeasement of 2010D Debt (321,691) - Forward Agreement Termination 2010 A-C 7,900 - 2000/1995/1999 Swaption Termination & Settlements (63,771) - Escrow Fund Payments to Refund 2010 A-C and 2008A&B Revenue Bonds (460,262) - Interest Paid on Debt (75,100) (73,523) Net Cash Provided by Capital Finance (326,033)$ (254,340)$

Cash Flows From Investing ActivitiesPurchase of Investments (904,712) (662,042) Proceeds from Sale/Maturity Investments 1,008,012 701,075 Interest Received 22,405 8,892 Net Cash Provided by Investing Activity 125,705$ 47,926$

Net Increase (Decrease) in Cash and Equivalents (1,046)$ (4,889)$

Cash, Beginning of Year 38,725$ 43,614$

Cash, End of Period 37,679$ 38,725$

Cash at December 31 37,679$ 38,725$ Unrestricted 29,935$ 30,199$ Restricted 7,743$ 8,526$

Year Ending

CONSOLIDATED STATEMENT OF CASH FLOWSFor the Period Ended December 31 (Unaudited)

(amounts expressed in thousands)

Page 3

Page 96: DELAWARE RIVER PORT AUTHORITY

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4

Page 97: DELAWARE RIVER PORT AUTHORITY

Assets 12/31/18 Investments $ 31,107

Total Assets 31,107

Liabilities Accrued Expenses 0

Total Liabilities 0

Net Position Held in Trust for Retiree Health Benefits 31,107

Total Net Position $ 31,107

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

DELAWARE RIVER PORT AUTHORITYOther Postemployment Benefits Trust

Combined Statement of Trust Net Position Available for BenefitsFor the Period Ended December 31, 2018 (Unaudited)

(amounts expressed in thousands)

Page 5

Page 98: DELAWARE RIVER PORT AUTHORITY

Additions 12/31/2018 Employer Contributions $ 5,000 Investment Income (Loss) 399

Total additions 5,399

Deductions Benefit Payments Administrative Expenses (58)

Total deductions (58)

Increase (Decrease) in Net Position 5,341

Net Position, January 1 25,766

Net Position, December 31, 2018 $ 31,107

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

(amounts expressed in thousands)Unaudited

DELAWARE RIVER PORT AUTHORITYOther Postemployment Benefits Trust

Combined Statement of Changes in Trust Net PositionFor the Year Period Ended December 31, 2018 (Unaudited)

Page 6

Page 99: DELAWARE RIVER PORT AUTHORITY

DELAWARE RIVER PORT AUTHORITY Notes to Unaudited Combined Financial Statements

For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Page 7

Note 1. Summary of Significant Accounting Policies Description of Operations: The Delaware River Port Authority (the “Authority”) is a public corporate instrumentality of the Commonwealth of Pennsylvania (the “Commonwealth”) and the State of New Jersey (the “State”), created with the consent of Congress by compact legislation between the Commonwealth and the State. The Authority has no stockholders or equity holders. The Authority is vested with the ownership, control, operation, and collection of tolls and revenues of certain bridges spanning the Delaware River; namely, the Benjamin Franklin, Walt Whitman, Commodore Barry, and Betsy Ross bridges. The Authority has also constructed, and owns, a high-speed transit system that is operated by the Port Authority Transit Corporation (“PATCO”). The transit system operates between Philadelphia, Pennsylvania and Lindenwold, New Jersey. The costs of providing facilities and services to the general public on a continuing basis are recovered primarily in the form of tolls and fares. The Authority is a member of the E-ZPass Interagency Group, the largest interoperable electronic toll collection system in the world, comprised of twenty-nine (29) agencies in seventeen (17) states. Through December 31, 2018, customer participation in the E-ZPass electronic toll collection process exceeded seventy-four percent (74.24%) of its toll collection activity during rush hour periods. Toll revenues collected through E-ZPass are seventy-one percent (71.0%) of total toll revenues. The Authority owns its One Port Center headquarters building and leases several floors to various tenants. The building is managed by a real estate management firm, which is overseen by Authority senior management. The Authority previously managed the RiverLink system, which operated a ferry service linking Philadelphia and Camden on a daily basis between May and September. On May 17, 2017, ownership and the title to the RiverLink Ferry Vessel (M/S Freedom) were conveyed to the Delaware River Water Corporation. As a result of this conveyance, the Authority neither has involvement nor responsibility for the operation of the vessel or ferry service. Basis of Presentation: The combined financial statements of the Authority have been prepared in conformity with accounting principles generally accepted in the United States of America, as applied to governmental units. The Governmental Accounting Standards Board (“GASB”) is the accepted standard setting body for establishing governmental accounting and financial reporting principles. As part of the Authority’s combined financial statements, two funds are maintained: a proprietary fund (enterprise fund) and a fiduciary fund (other employee benefit trust fund). The focus of enterprise funds is the measurement of economic resources, that is, the determination of operating income, changes in net position (or cost recovery), financial position, and cash flows. The focus of fiduciary funds is also the measurement of economic resources. The enterprise fund is maintained on the accrual basis of accounting. Enterprise funds account for activities (i) that are financed with debt that is secured solely by a pledge of the net revenues from fees and charges of the activity; or (ii) that are required by law or regulations that the activity’s cost of providing services, including capital cost (such as depreciation or debt service), be recovered with fees and charges, rather than with taxes or similar revenues; or (iii) that the pricing policies of the activity establish fees and charges designed to recover its costs, including capital costs (such as depreciation or debt service). Under this method, revenues are recorded when earned and expenses are recorded when the related liability is incurred. The fiduciary fund is also maintained on the accrual basis of accounting. The fiduciary fund accounts for the recording and accumulation of other postemployment benefit resources, which are held in trust for the exclusive benefit of the Authority’s retirees. This fund is referred to as the “Other Postemployment Benefits (“OPEB”) Trust.

Page 100: DELAWARE RIVER PORT AUTHORITY

DELAWARE RIVER PORT AUTHORITY Notes to Unaudited Combined Financial Statements

For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Page 8

Note 1. Summary of Significant Accounting Policies (Continued)

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

Investment in Securities: Investments are stated at fair value, generally based on quoted market prices. Certain investments are maintained in connection with the Authority’s bonded debt (Notes 3 and 12) and the OPEB Trust. Likewise, as with cash and cash equivalents, the accounts that are restricted as per the various Indentures of Trust have been recorded as restricted investments on the combined financial statements (Note 11).

Accounts Receivable: The Authority establishes a provision for the estimated amount of uncollectible accounts based upon periodic analysis of collection history. Transit System Inventory: Transit system inventory, consisting principally of spare parts for maintenance of transit system facilities, is stated at the lower of cost (first-in, first-out method) or market. Debt Insurance Costs, Bond Premiums, Bond Discounts, and Loss on Refunding: Insurance purchased as part of the issuance of debt is amortized by the straight-line method from the issue date to maturity and is recorded as a noncurrent asset on the combined statements of net position. Bond premiums and discounts are amortized by the effective interest method from the issue date to maturity, and are presented as an adjustment to the face amount of the bonds. Likewise, a loss on refunding arising from the issuance of the revenue bonds and port district project bonds are amortized by the effective interest method from the issue date to maturity. The loss on refunding of debt, however, is classified as a deferred outflow of resources on the combined statements of net position. Investment in Facilities: Investment in facilities is stated at cost, which generally includes expenses for legal expenses incurred during the construction period. Investment in facilities also includes the cost incurred for port-related projects, and improvements, enlargements and betterments to the original facilities. Replacements of existing facilities (except for primarily police and certain other vehicles whose estimated useful life is two years or less) are also recorded at cost. The related costs and accumulated depreciation of the property replaced are removed from the respective accounts, and any gain or loss on disposition is credited or charged to non-operating revenues or expenses. Assets capitalizable generally have an original cost of five thousand dollars 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 lives of the related assets, including those financed by federal and state contributions (Notes 7 and 13). Asset lives used in the calculation of depreciation are generally as follows:

Bridges, freeways and tunnels 100 yearsBuildings, stations and certain bridge components 35 - 50 yearsElectrification, signals and communications system 30 - 40 yearsTransit cars, machinery and equipment 10 - 25 yearsComputer equipment, automobiles and other equipment 3 - 10 years

Maintenance and Repairs: Maintenance and repair costs considered necessary to maintain bridge facilities in good operating condition are charged to operations as incurred. Self-insurance: The Authority provides for the uninsured portion of potential public liability and workers’ compensation claims through self-insurance programs and charges current operations for estimated claims to be paid (Note 14).

Page 101: DELAWARE RIVER PORT AUTHORITY

DELAWARE RIVER PORT AUTHORITY Notes to Unaudited Combined Financial Statements

For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Page 9

Note 1. Summary of Significant Accounting Policies (Continued) Pensions: For purposes of measuring the net pension liability, deferred outflows of resources and deferred inflows of resources related to pensions, and pension expense, information about the fiduciary net position of the Pennsylvania State Employees’ Retirement System (“SERS”) and the State of New Jersey Public Employees' Retirement System (“PERS”), and additions to/deductions from SERS and PERS fiduciary net position have been determined on the same basis as reported by the plans. For this purpose, benefit payments (including refunds of employee contributions) are recognized when due and payable in accordance with the benefit terms. Investments are reported at fair value. Economic Development Activities: The Authority establishes loan loss provisions for economic development loans receivable, based upon collection history and analysis of creditor’s ability to pay. The Authority has established a loss reserve in the amount of $1,345 as of December 31, 2018 and December 31, 2017 for its economic development loans outstanding. Net Position: Net position is classified in the following three components:

Net Investment in Capital Assets: This component of net position consists of capital assets, net of accumulated depreciation, reduced, by the outstanding balances of any bonds, notes or other borrowings that are attributable to the acquisition, construction, or improvement of those assets. If there are significant unspent related debt proceeds at year-end, the portion of the debt attributable to the unspent proceeds is not included in the calculation of net investment in capital assets. Rather, that portion of the debt is included in the same net position component as the unspent proceeds. Restricted: This component of net position consists of external constraints imposed by creditors (such as debt covenants), grantors, contributors, laws or regulations of other governments, or constraints imposed by law through constitutional provisions or enabling legislation, that restricts the use of net position. Unrestricted: This component of net position consists of a net position that does not meet the definition of “restricted” or “net investment in capital assets.” This component includes net position that may be allocated for specific purposes by the Board. A deficiency will require future funding.

Operating and Non-Operating Revenues and Expenses: Operating revenues include all revenues derived from facility charges (i.e., toll revenues, which include E-ZPass revenues), PATCO operations (passenger fare, advertising and parking), and other revenue sources. Non-operating revenues principally consist of interest income earned on various interest-bearing accounts and on investments in debt securities. Operating expenses include expenses associated with the operation, maintenance, and repair of the bridges, PATCO and general administrative expenses. Non-operating expenses principally include expenses attributable to the Authority’s interest on funded debt and economic development activities. When both restricted and unrestricted resources are available for use, it is the Authority’s policy to use restricted resources first, then unrestricted resources as they are needed. Debt Management: Total outstanding bond debt reflected on the combined statements of net position is net of unamortized bond discounts and premiums (Note 12). Until December 18, 2018, the Authority had two active interest rate hedge (swap) agreements (derivative instruments) with The Toronto-Dominion Bank and Wells Fargo Bank, N.A., respectively, to hedge interest rates on a portion of its outstanding long-term debt (Note 4).

Page 102: DELAWARE RIVER PORT AUTHORITY

DELAWARE RIVER PORT AUTHORITY Notes to Unaudited Combined Financial Statements

For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Page 10

Note 1. Summary of Significant Accounting Policies (Continued) Derivative Instruments and the Related Companion Instruments: In 2000, the Authority entered into two (2) interest rate swap agreements with the Bank of America, N.A. for the primary purposes of investing and for the aforementioned purpose of hedging interest rates on its outstanding long-term debt. In accordance with Governmental Accounting Standards Board Statement No. 53, Accounting and Financial Reporting for Derivative Instruments, all activity related to the interest rate swap agreements has been recorded on the combined financial statements and is further detailed in Note 4. (These swap agreements were terminated in December 2018). Budget: In accordance with Section 5.15 of the 1998 Revenue Refunding Bonds Indenture of Trust and its Supplemental Indentures and Section 5.07 of the 1999 and 2012 Port District Project Bond Indentures of Trust, the Authority must annually adopt an Annual Budget on or before December 31 for the ensuing year. Section 5.15 of the 1998 Revenue Refunding Bond Indenture of Trust requires that the Authority, on or before December 31, in each year, adopt a final budget for the ensuing year of (i) operational expenses, (ii) the PATCO Subsidy, (iii) the amount to be deposited to the credit of the Maintenance Reserve Fund, and (iv) the estimated amounts to be deposited into the Debt Service Fund, the Debt Service Reserve Fund, and the Rebate Fund. Each Annual Budget must also contain the Authority’s projections of revenues for the ensuing year demonstrating compliance with the covenant as to facility charges as set forth in Section 5.09 of the Indentures of Trust. On or before December 31 in each year, the Authority must file a copy of the Annual Budget for the ensuing year with the Trustees. The Port District Project Bond Indentures require the following: the adopted budget must set forth, inter alia, the PATCO Subsidiary, the amount of any operating subsidy paid or payable by the Authority to or for the account of any other subsidiary of the Authority (including, without limitation, the Port of Philadelphia and Camden) and all other material operating expenses of the Authority payable from the General Fund. (See Note 11 for description of funds established under the Trust Indentures.) The Authority must also include the debt service payable on the bonds and any additional subordinated indebtedness during the ensuing year and all amounts required to be paid by the Authority into the Debt Service Reserve Fund or the Rebate Fund or to any Reserve Fund Credit Facility issuer during the ensuing year. On or before December 31, in each year, the Authority must file a copy of the Annual Budget for the ensuing year with the Trustees and Credit Facility Issuer. The Authority filed the appropriate budgets as described above to its bond trustees by December 31, 2018 and 2017, in compliance with the bond indentures. The Authority may at any time adopt an amended or supplemental Annual Budget for the remainder of the then-current year, which shall be treated as the Annual Budget under the provisions of the Indentures of Trust. A copy of any amended or supplemental Annual Budget must be promptly filed with the Trustees. Interfunds: Interfund receivables/payables represent amounts that are owed, other than charges for goods and services rendered, to/from a particular fund. These receivables/payables are eliminated during the aggregation process. Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the combined financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes: The Authority is a public corporate instrumentality of the State of New Jersey and the Commonwealth of Pennsylvania, and as described in its amended governing Compact, has been “deemed to be exercising an essential government function in effectuating such purposes,” and therefore is exempt from income taxes pursuant to the Internal Revenue Code (Section 115).

Page 103: DELAWARE RIVER PORT AUTHORITY

DELAWARE RIVER PORT AUTHORITY Notes to Unaudited Combined Financial Statements

For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Page 11

Note 2. Cash and Cash Equivalents

Custodial Credit Risk Related to Deposits: Custodial credit risk is the risk that, in the event of a bank failure the Authority’s deposits might not be recovered. The Authority does not have a deposit policy for custodial credit risk, however, the Authority has agreements with various banks where most of the deposits are collateralized or secured by US Treasury notes or through a Federal Home Loan Bank LOC.

Note 3. Investment in Securities

Excluding the investments of the OPEB Trust, the Authority’s investments in various securities are maintained for specified funds in accordance with the provisions of the Indenture of Trust adopted as of July 1, 1998 or the Authority’s General Fund investment policy (for unrestricted investments). Custodial Credit Risk Related to Investments: For an investment, custodial credit risk is the risk that, in the event of the failure of the counterparty, the Authority will not be able to recover the value of its investments or collateral securities that are in possession of an outside party. The Authority’s investments at December 31, 2018 and December 31, 2017 totaled $691,913 and $799,225 respectively. These investments consisted of short-term investments, asset backed securities, corporate bonds and notes, U.S. federal agency notes and bonds, and U.S. government treasuries. All of the Authority’s investments are maintained in the Authority’s name, by a third-party financial institution acting as the Authority’s agent.

The short-term investments primarily consist of money market funds. Since these funds are held by a third party financial institution, and it is the policy of the Authority to re-invest these funds in investments with longer maturities, these amounts have been classified as investments, as opposed to cash and cash equivalents, in the combined statements of net position. Interest Rate Risk: The Authority’s General Fund investment policy limits investment maturities (on unrestricted investments) as a means of managing its exposure to fair value losses arising from increasing interest rates and is as follows: the average effective duration of the portfolio is not to exceed twenty-four months, and the maximum effective duration of any individual security is not to exceed five years, unless otherwise specified. Credit Risk: Investments are purchased in accordance with the 1998 Indenture of Trust and its Supplemental Indenture and General Fund investment parameters and generally include U.S. government obligations, money market funds, obligations of U.S. agencies or instrumentalities, and obligations of public agencies or municipalities rated in either of the two highest rating categories by Standard & Poor’s Ratings or Moody’s Investors Service. In accordance with the 1998 Indenture of Trust and its Supplemental Indentures and its General Fund investment guidelines, the Authority invests in corporate bonds and commercial paper rated A-1 by Standard & Poor’s Corporation. Guaranteed income contracts are collateralized by U.S. government and agency securities, and debt obligations having a rating in the highest rating category from Moody’s Investors Service or Standard & Poor’s Rating Services.

Concentration of Credit Risk: The Authority’s investment policy on the concentration of credit risk for its General Fund investments states that no limitations exist on the purchase of investments in obligations of the U.S. government and U.S. federal agencies since they are fully guaranteed by the U.S. government. For the purchase of investments in obligations of all other issuers, total investments held from any one issuer shall not exceed ten percent (10%) of the aggregate market value of the entire portfolio, except for repurchase agreements, which, from any one issuer, shall not exceed twenty-five percent (25%) of the aggregate market value of the portfolio.

Page 104: DELAWARE RIVER PORT AUTHORITY

DELAWARE RIVER PORT AUTHORITY Notes to Unaudited Combined Financial Statements

For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Page 12

Note 3. Investment in Securities (Continued) OPEB Trust: As previously stated, the OPEB Trust accounts for the recording and accumulation of other postemployment benefit resources (Authority contributions), which are held in trust for the exclusive benefit of the Authority’s retirees. These contributions are invested by the Authority. Custodial Credit Risk Related to Investments: The Authority’s investments at December 31, 2018 and December 31, 2017 totaled $31,107 and $25,785, respectively. These investments consisted of money market funds, corporate bonds and notes, U.S. federal agency notes and bonds, and U.S. government treasuries. All of the Authority’s investments are maintained in the Authority’s name, by a third-party financial institution acting as the Authority’s agent. December 31, 2018 and December 31, 2017, the Authority had the following investments in the OPEB Trust:

Interest Rate Risk: The Authority’s investment policy for the OPEB Trust calls for investments predominately in fixed income assets (corporate bonds, US treasury and agency paper, totaling approximately 67% of the portfolio), with the remainder held in high quality money market securities. Credit Risk: As of December 31, 2018, the actual ratings by Moody’s for the OPEB Trust investments ranged from Aa3 to Aaa, with approximately 78% of the fixed income portfolio rated at Aaa.

Investment 12/31/2018 12/31/2017

Short-Term Investments 10,122$ 5,301$ Corporate Bonds and Notes 4,878 3,125 U.S. Federal Agency Notes and Bonds 1,596 5,172 U.S. Government Treasuries 14,511 12,187

31,107$ 25,785$

Page 105: DELAWARE RIVER PORT AUTHORITY

DELAWARE RIVER PORT AUTHORITY Notes to Unaudited Combined Financial Statements

For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Page 13

Note 4. Derivative Instruments In accordance with the requirements of Governmental Accounting Standards Board Statement No. 53, Accounting and Financial Reporting for Derivative Instruments (“GASBS 53”), related to derivative instruments, the Authority engaged a financial advisory firm to analyze the effectiveness of the two “cash-flow hedges” (specifically the 1995 and 1999 Revenue Bond swaptions). Both swaptions were found to be substantially effective for the year ending December 31. 2017. Termination of Interest Rate Hedge Agreements: On December 6, 2018, all four (4) of the Authority’s swap/swaptions, described below in this section, were terminated. Cash-settlement on the 1995 and 1999 swaptions swaps was made on December 18, 2018, with proceeds from the 2018 Revenue Refunding Bonds, Series B and 2018 Revenue Bonds, Series C. The 1995 and 1999 Swaptions were cash-settled, in the amounts of $28,050 and $35,721, respectively, based on the mark-to-mark value of the swaps on December 6 (See Note 12). The two “inactive” 2000 swaptions with Bank of America had a total value at $28 thousand, as of December 6, the date on which they were terminated. These two swaptions were cash-settled through separate transactions on December 12, 2018, in the amount of $28 thousand. The following section provides background information on the swaption agreements, which were in place for most of 2018, until terminated. 1995 and 1999 Revenue Bonds Swaps (Terminated December 6, 2018) 1995 Revenue Bonds Swaption (terminated December 6, 2018): On May 2, 2001, the Authority entered into the 1995 Revenue Bonds Swaption with UBS AG in the initial notional amount of $358,215. Under the 1995 Revenue Bonds Swaption, UBS AG had the option, exercisable 120 days preceding January 1, 2006, January 1, 2007, and January 1, 2008, to elect to have the 1995 Revenue Bonds Swaption commence on the January 1 next succeeding the exercise of the option. Under the 1995 Revenue Bonds Swaption, (i) UBS AG was obligated to pay to the Authority $7,144 on January 1, 2006, as an exercise premium amount; (ii) UBS AG is obligated to pay periodic payments (payable monthly) to the Authority based upon a variable rate of 66% of the USD-LIBOR-BBA index; and (iii), the Authority is obligated to pay periodic payments (payable monthly) to UBS AG based upon a fixed rate of 5.447% per annum. The periodic interest rates are applied to the notional amount of the 1995 Revenue Bonds Swaption, which amortizes annually, commencing January 1, 2007, from its initial notional amount. Effective July 1, 2015, the Authority executed a novation transaction with the 1995 Revenue Bonds Swaption that replaced UBS AG with The Toronto-Dominion Bank as the counterparty to the Swaption. The Toronto-Dominion Bank effectively assumed all of the significant terms of the original Swaption (i.e.: notional amount, terms to maturity, payment terms, reference rates, time intervals, etc.). Only the net difference in the periodic payments is to be exchanged between the Authority and The Toronto-Dominion Bank (TD Bank). The periodic payment obligations of the Authority under the 1995 Revenue Bonds Swaption were secured and payable equally and ratably with Bonds issued under the 1998 Revenue Bond Indenture. In addition to other Events of Default and Termination Events (as defined in the 1995 Revenue Bond Swaption), there exists an Additional Termination Event with respect to the Authority if the credit rating of Bonds issued under the 1998 Revenue Bond Indenture (without reference to municipal bond insurance or credit enhancement) falls below “Baa2” with respect to Moody’s Investors Service (“Moody’s”) or “BBB-” with respect to Standard & Poor’s Ratings Group (“S&P”) or Fitch Ratings (“Fitch”), or the Bonds cease to be rated by one of Moody’s, S&P or Fitch (and such rating agencies are still in the business of rating obligations such as the Bonds).

Page 106: DELAWARE RIVER PORT AUTHORITY

DELAWARE RIVER PORT AUTHORITY Notes to Unaudited Combined Financial Statements

For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Page 14

Note 4. Derivative Instruments (Continued) 1995 Revenue Bonds Swaption (terminated December 6, 2018) (Continued) Upfront Payments: 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 (the original counterparty), which has been recorded on the combined financial statements as a noncurrent liability (premium payment payable - derivative companion instrument). In accordance with the provisions of GASBS No. 53, this derivative companion instrument is considered a “borrowing” resulting from the intrinsic value of the swaption at inception. During the option period, interest accretes at the effective rate implied by the cash flows on the borrowing at inception. Once the swaption is exercised, and becomes an active swap, a portion of the swap interest payments are attributed to principal and interest payments on the borrowing. Exercise of Option: On September 3, 2005, UBS AG (the original counterparty) advised the Authority that it was exercising its option on this swaption as of January 1, 2006. As a result, UBS AG paid the Authority $7,144 on January 3, 2006 as an exercise premium, which has been recorded as an unearned revenue and is being amortized as interest revenue over the life of the interest rate swap agreement. The Authority made its initial net monthly swap payment in February 2006. Swap Novation: Because of the aforementioned swap novation transaction, effective July 1, 2015, wherein the UBS-AG swap was terminated and UBS-AG was replaced by a new counterparty, The Toronto-Dominion Bank, the Authority reduced its swap exposure because of the resulting more favorable terms for the Authority. The ratings of the current counterparty (TD Bank) to the 1995 Revenue Bonds Swap by Moody’s, S&P, and Fitch are “Aa1”,” AA-“, and “AA-“, respectively, as of the termination date. Termination and Cash-Settlement: The Authority was current on its 2018 monthly net swap interest payments to The Toronto-Dominion Bank (the current counterparty), which totaled $8,087 as of November 30, 2018, based on a notional amount of $211,360. Additional accrued interest of $69 thousand was paid to TD Bank upon the settlement of the swap termination on December 18. (Note that during 2017, $10,958 in net payments were made to TD Bank based on a notional amount of $232,015.) As of the termination date (December 6), the 1995 Revenue Bond Swaption had an at-the-mark value of ($28,050), based on a notional value of $211,360. The swaption was cash-settled on December 18, in the amount of $28,050, using proceeds from the sale of the federally taxable 2018 Revenue Bonds, Series C Proceeds of $22.97 million) and a $5.2 million contribution from the Authority’s General Fund. 1999 Revenue Bonds Swaption (terminated December 6, 2018): On May 2, 2001, the Authority entered into the 1999 Revenue Bonds Swaption with UBS AG in the initial notional amount of $403,035. Under the 1999 Revenue Bonds Swaption, UBS AG had the option, exercisable 120 days preceding January 1, 2010, January 1, 2011, and January 1, 2012, to elect to have the 1999 Revenue Bonds Swaption commence on the January 1 next succeeding the exercise of the option. Under the 1999 Revenue Bonds Swaption, if exercised, (i) UBS AG is obligated to pay periodic payments (payable monthly) to the Authority based upon a variable rate of 66% of the USD-LIBOR-BBA index, and (ii), the Authority is obliged to pay periodic payments (payable monthly) to UBS AG based upon a fixed rate of 5.738% per annum. The periodic interest rates are applied to the notional amount of the 1999 Revenue Bonds Swaption, which amortizes annually, commencing January 1, 2011, from its initial notional amount. Effective July 1, 2015, the Authority executed a novation transaction with the 1999 Revenue Bonds Swaption which replaced UBS AG with Wells Fargo Bank, N.A. as the counterparty to the Swaption. Wells Fargo Bank N.A. effectively assumed all of the significant terms of the original Swaption (i.e.: notional amount, terms to maturity, payment terms, reference rates, time intervals, etc.). Only the net difference in the periodic payments is to be exchanged between the Authority and Wells Fargo Bank, N.A.

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For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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Note 4. Derivative Instruments (Continued) 1999 Revenue Bonds Swaption (terminated December 6, 2018) (Continued) Once exercised, the 1999 Revenue Bonds Swaption would continue (unless earlier terminated) through January 1, 2026. The periodic payment obligations of the Authority under the 1999 Revenue Bonds Swaption (if exercised) are secured and payable equally and ratably with Bonds issued under the 1998 Revenue Bond indenture. In addition to other Events of Default and Termination Events (as defined in the 1999 Revenue Bonds Swaption), there exists an Additional Termination Event with respect to the Authority if the credit rating of Bonds issued under the 1998 Revenue Bond Indenture (without reference to municipal bond insurance or credit enhancement), falls below “Baa2” with respect to Moody’s or “BBB-” with respect to S&P or Fitch, or the Bonds cease to be rated by one of Moody’s, S&P or Fitch (and such rating agencies are still in the business of rating obligations such as the Bonds). 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 (the original counterparty), which has been recorded on the combined financial statements as a noncurrent liability (premium payment payable – derivative companion instrument). In accordance with the provisions of GASBS 53, this derivative companion instrument is considered a “borrowing” resulting from the intrinsic value of the swaption at inception. During the option period, interest accretes at the effective rate implied by the cash flows on the borrowing at inception. Once the swaption is exercised, and becomes an active swap, a portion of the swap interest payments are attributed to principal and interest payments on the borrowing. Exercise of the Option: On September 3, 2009, UBS AG (the original counterparty) advised the Authority that it was exercising its option on this swaption as of January 1, 2010. The Authority began making net interest payments to USB AG, commencing in February 2010, representing January’s net interest payment. Swap Novation: Because of the aforementioned swap novation transaction, effective July 1, 2015, wherein the UBS-AG swap was terminated and UBS-AG was replaced by a new counterparty, Wells Fargo Bank, N.A. (Wells Fargo Bank), the Authority reduced its swap exposure because of the resulting more favorable terms for the Authority. The ratings of the counterparty (Wells Fargo Bank) to the 1999 Revenue Bonds Swap by Moody’s, S&P, and Fitch are Aa2, A+, and AA-, respectively, at the time of termination. Termination and Cash-Settlement: The Authority was current on its 2018 monthly net swap interest payments to Wells Fargo Bank (the current counterparty), which totaled $10,361 as of November 30, 2018, based on a notional amount of $248,805. Additional accrued interest of $87 thousand was paid to Wells Fargo Bank upon the settlement of the terminated swap on December 18. (Note that during 2017, $15,609 in net payments were made to Wells Fargo Bank based on a notional amount of $272,795.) As of the termination date (December 6), the 1999 Revenue Bond Swaption had an at-the-mark value of ($35,721), based on a notional value of $248,805. The swaption was cash-settled in the amount of $35.7 million, using proceeds from the issuance of the 2018 Revenue Refunding Bonds, Series B and other sources available to the Authority. (See Note 12).

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For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Page 16

Note 4. Derivative Instruments (Continued) Previously Inactive Swaps (Bank of America): Objective and Terms of Investment Derivative Instruments (terminated December 6, 2018): On August 21, 2000, the Authority entered into two (2) interest rate agreements with Bank of America, N.A. in the notional amounts of $39,657 (the “2000 Swaption #1”) and $10,436 (the “2000 Swaption #2”, and together with the 2000 Swaption #1, the “2000 Swaptions”). Under the 2000 Swaptions, Bank of America, N.A. (B of A) had the option on certain future dates (two business days preceding July 1, 2005 and each January 1 and July 1 thereafter through and including July 1, 2025 with respect to the 2000 Swaption #1 and two business days preceding January 2, 2006 and each July 1 and January 1 thereafter through and including July 1, 2025 with respect to the 2000 Swaption #2) to cause the 2000 Swaption #1 or the 2000 Swaption #2, as applicable, to commence on the next succeeding January 1 or July 1. If an option is exercised, the 2000 Swaption #1, or the 2000 Swaption #2, as applicable, would continue (unless earlier terminated) through January 1, 2026. The Authority’s obligations under the 2000 Swaptions are general unsecured corporate obligations. If the options relating to the 2000 Swaption #1 or the 2000 Swaption #2 are exercised, Bank of America, N.A. is obligated to pay periodic interest payments (payable monthly) to the Authority based upon a fixed rate of 5.9229% per annum, and the Authority is obligated to pay periodic interest payments (payable monthly) to Bank of America, N.A. at a variable rate based upon the Securities Industry and Financing Markets Association (SIFMA) (formerly the BMA Municipal Swap Index) (a tax-exempt variable rate index). Only the net difference in the periodic payments owed would be exchanged between Bank of America, N.A. and the Authority. In consideration for entering into the 2000 Swaptions, the Authority received a net up-front, non-refundable option payments in the aggregate amount of $1,400 from Bank of America, N.A., which represented the time value for holding the written option. Such payments were initially recorded as unearned revenue and amortized as interest revenue. These net up-front, non-refundable option payments have been fully amortized.

Termination and Cash-Settlement: On December 6, the two 2000 B of A Swaptions (#1 and #2), were terminated based on the at-the-mark value of $21.65 thousand and $6.5 thousand. Swap Management Policy: On December 28, 2009, the Authority’s Board approved a resolution (DRPA-09-099, entitled “Use Debt-Related Swap Agreements”) which, among other things, declared: (i) “that it is the direction and intention of the Board that the DRPA not enter into any new debt-related swap agreements...”, and (ii) that the staff of the Authority” takes all steps necessary to immediately begin the process of recommending to the Board whether, when, and how to terminate the Authority’s current swaps, with all such terminations, if determined to be advisable, to occur in a methodical and careful manner which avoids to the fullest extent possible additional costs or risks may be associated with termination; and that staff report to the Finance Committee of the Board on a monthly basis the status of all current swap agreements…”

At its September 2014 meeting, the Authority’s Board approved resolution DRPA 14-116 entitled “Authorization to Terminate and Replace Existing UBS Swaps with New Swap Counterparty(ies)“ which authorized the Authority to terminate its existing swaps with UBS AG “in order to reduce Authority swap exposure and to provide more favorable terms to the Authority.” In addition, the Authority adopted a written swap policy. As previously stated in this note, UBS AG was replaced, as counterparty, by The Toronto-Dominion Bank, and Wells Fargo Bank, effective July 1, 2015.

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For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Page 17

Note 4. Derivative Instruments (Continued) Swap Management Policy (Continued) Lastly, resolution DRPA 16-055 (approved in April 2016) authorized “the amendment, replacement, and termination of any or all of the Outstanding Swaps.” Resolution DRPA 16-098 entitled “Authorization for Issuance of Revenue Refunding Bonds Amendment, Replacement or Termination of Interest Rate Swaps” approved in September 2016 further authorized the Authority’s management “to the extent deemed economically advantageous and fiscally prudent for the Authority, the amendment, replacement or termination of any or all of the Authority’s outstanding Interest Rate Swap Agreements..,” and also authorizes the issuance of fixed rate Revenue Refunding Bonds to refund outstanding variable rate bonds, in a “not-to-exceed” amount of $600 million. Based on the authorizations cited above, the Authority terminated all swaps/swaptions through separate transactions on December 6, 2018, and cash-settled the swaps on December 12 and December 18. As of December 31, 2018, the Authority has no swap agreements on its balance sheet.

Note 5. Accounts Receivable

Accounts receivable for December 31, 2018 and December 31, 2017 are as follows:

12/31/2018 12/31/2017

Federal Transit Administration 12,682$ 5,603$

1,137 999 3,500 3,500 7,323 6,626

Other 1,092 1,032 Gross receivables 25,734$ 17,760$ Less: allowance for uncollectible (3,564) (3,564) Net total receivables 22,170$ 14,196$

Reimbursements from governmental agencies -

FEMA, PEMA, and U.S. and NJ Homeland SecurityReimbursements from governmental agencies - DOT,

E-ZPass bridge tolls from other agenciesDevelopment projects

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For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Page 18

Note 6. Changes in Long-Term Liabilities

Long-term liability activity for the year ended December 31, 2018 is as follows:

Long-term liability activity for the year ended December 31, 2017 is as follows:

Beginning Ending Due withinBalance Increases Decreases Balance 1 Year

Bonds payable1999 Port District Project Bonds 20,065$ (4,245)$ 15,820$ 4,570$ 2008 Revenue Refunding Bonds 251,605 (19,590) 232,015 20,6552010 Revenue Refunding Bonds 295,495 (22,700) 272,795 23,9902010 Revenue Bonds 308,375 308,3752012 Port District Project Refunding Bonds 135,410 (6,335) 129,075 6,6502013 Revenue Bonds 476,585 476,585Issuance discounts/premiums 22,754 26$ (2,624) 20,156

Total bonds payable 1,510,289 26 (55,494) 1,454,821 55,865

Other liabilitiesClaims and judgments 4,288 793 (994) 4,087 2,970Self-insurance 4,153 2,021 (1,800) 4,374 2,903Sick and vacation leave 3,879 1,361 (707) 4,533 2,494Net pension liability 145,909 53,059 (45,164) 153,804Unearned revenue 8,771 21,489 (21,479) 8,781 4,955Other postemployment benefits 21,101 3,966 (10,588) 14,479Premium payment payable - derivativecompanion instrument 21,320 (3,707) 17,613

Derivative instrument - interest rate swap 81,366 (18,063) 63,303

1,801,076$ 82,715$ (157,996)$ 1,725,795$ 69,187$

Beginning Ending Due withinBalance Increases Decreases Balance 1 Year

Bonds payable1999 Port District Project Bonds 15,820$ (4,570)$ 11,250$ 4,920$ 2008 Revenue Refunding Bonds 232,015 (232,015)2010 Revenue Refunding Bonds 272,795 (272,795)2010 Revenue Bonds 308,375 (308,375)2012 Port District Project Refunding Bonds 129,075 (6,650) 122,425 6,9752013 Revenue Bonds 476,585 476,5852018 Revenue Bonds 700,505 700,505Issuance discounts/premiums 20,156 88,655 (2,104) 106,706

Total bonds payable 1,454,821 789,160 (826,509) 1,417,472 11,895

Other liabilitiesClaims and judgments 4,087 2,606 (5,014) 1,678 671Self-insurance 4,374 5,238 (4,866) 4,746 1,898Sick and vacation leave 4,533 83 (110) 4,506 1,802Net pension liability 153,804 153,804Unearned revenue 8,781 21,096 (20,674) 9,203 3,681Other postemployment benefits 14,479 (5,000) 9,479Premium payment payable - derivativecompanion instrument 17,613 (17,613)

Derivative instrument - interest rate swap 63,303 (63,303)

1,725,795$ 818,182$ (943,089)$ 1,600,888$ 19,948$

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DELAWARE RIVER PORT AUTHORITY Notes to Unaudited Combined Financial Statements

For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Page 19

Note 7. Investment in Facilities Capital assets for the year ended December 31, 2018 were as follows:

Capital assets for the year ended December 31, 2017 were as follows:

Beginning EndingBalance Increases Decreases Balance

Capital assets not being depreciatedLand 74,076$ 74,076$ Construction in progress 530,307 91,898 (45,506)$ 576,699

Total capital assets not being depreciated 604,383 91,898 (45,506) 650,775

Capital assets being depreciatedBridges and related building and equipment 1,144,267 28,121 (3,651) 1,168,737 Transit property and equipment 627,348 58,704 (13,169) 672,883 Port enhancements 6,703 6,703

Total capital assets being depreciated 1,778,318 86,825 (16,820) 1,848,323

Less: accumulated depreciation for:Bridges and related building and equipment (589,468) (38,342) 3,651 (624,159)Transit property and equipment (297,345) (22,616) 13,169 (306,792)Port enhancements (5,019) (312) (5,331)

Total accumulated depreciation (891,832) (61,270) 16,820 (936,282)

Total capital assets being depreciated, net 886,486 25,555 - 912,041

Total capital assets, net 1,490,869$ 117,453$ (45,506)$ 1,562,816$

________________________________________________________ * represents depreciated capital assets reclassified from port enhancements to bridges and related building

and equipment and transit property and equipment

Total depreciation expense for the period and year ended December 31, 2018 and December 31, 2017 was $59,074 and $61,270, respectively.

Beginning Ending

Balance Increases Decreases Balance

Capital assets not being depreciated

Land 74,076$ 74,076$

Construction in progress 576,699 169,176 (327,772) 418,103

Total capital assets not being depreciated 650,775 169,176 (327,772) 492,179

Capital assets being depreciated

Bridges and related building and equipment 1,168,737 217,655 1,386,392

Transit property and equipment 672,883 110,118 (558) 782,443

Port enhancements 6,703 - 6,703

Total capital assets being depreciated 1,848,323 327,772 (558) 2,175,537

Less: accumulated depreciation for:

Bridges and related building and equipment (624,159) (39,766) (663,925)

Transit property and equipment (306,792) (19,047) 558 (325,281)

Port enhancements (5,331) (261) (5,592)

Total accumulated depreciation (936,282) (59,074) (994,798)

Total capital assets being depreciated, net 912,041 - 1,180,739

Total capital assets, net 1,562,817$ 110,102$ 1,672,918$

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For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Page 20

Note 8. Deferred Compensation Plan The Authority offers its employees a deferred compensation plan in accordance with Internal Revenue Code Section 457. The plan, available to all full-time employees, permits them to defer a portion of their salary until future years. The deferred compensation is not available to employees until termination, retirement, death, or unforeseeable emergency. The Authority does not make any contributions to the plan. To comply with changes in federal regulations and GASBS 32, Accounting and Financial Reporting for Internal Revenue Code 457 Deferred Compensation Plans, the Authority amended the plan in 1998 so that all amounts of compensation deferred under the plan, all property and rights purchased with those amounts, and all income attributable to those amounts, property, or rights are solely the property of the employees. Note 9. Pension Plans Employees of the Authority participate in the Pennsylvania State Employees’ Retirement System (“SERS”), the State of New Jersey Public Employees’ Retirement System (“PERS”), or the Teamsters Pension Plan of Philadelphia and Vicinity. General Information about the Plans Plan Descriptions Pennsylvania State Employees’ Retirement System - The Pennsylvania State Employees' Retirement System is the administrator of a cost-sharing multiple-employer defined benefit pension plan established by the Commonwealth of Pennsylvania (“Commonwealth”) to provide pension benefits for employees of state government and certain independent agencies. SERS is a component unit of the Commonwealth and is included in the Commonwealth's financial report as a pension trust fund. Membership in SERS is mandatory for most state employees. Members and employees of the General Assembly, certain elected or appointed officials in the executive branch, department heads, and certain employees in the field of education are not required, but are given the option to participate. SERS provides retirement, death, and disability benefits. Article II of the Commonwealth's constitution assigns the authority to establish and amend the benefit provision of the plan to the General Assembly. Member retirement benefits are determined by taking years of credited service, multiplied by final average salary, multiplied by 2%, multiplied by class of service multiplier. According to the State Employees' Retirement Code, all obligations of SERS will be assumed by the Commonwealth should SERS terminate. The Pennsylvania State Employees’ Retirement System issues a publicly available annual financial report, including financial statements, which may be obtained by writing to Pennsylvania State Employees’ Retirement System, 30 N. 3rd Street, Harrisburg, Pennsylvania 17101-1716. State of New Jersey Public Employees' Retirement System - The Public Employees' Retirement System is a cost-sharing multiple-employer defined benefit pension plan that was established as of January 1, 1955, under the provisions of N.J.S.A. 43:15A by the State of New Jersey (“State”). The PERS’ designated purpose is to provide retirement, death, disability, and medical benefits to certain qualified members. The PERS’ Board of Trustees is primarily responsible for the administration of the PERS. The State of New Jersey Public Employees’ Retirement System issues a publicly available annual financial report, including financial statements, which may be obtained by writing to State of New Jersey, Division of Pensions and Benefits, P.O. Box 295, Trenton, New Jersey 08625-0295.

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For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Page 21

Note 9. Pension Plans (Continued) General Information about the Plans (Continued) Plan Descriptions (Continued) Teamsters Pension Plan of Philadelphia and Vicinity - The Teamsters Health and Welfare Fund of Philadelphia and Vicinity (the “Fund”) covers all eligible employees working for employers who have a collective bargaining agreement with a Teamsters local union which is party to the Fund and under which the employers have agreed to make contributions to the Fund on the employees' behalf in accordance with negotiated hourly rates. The Fund is a multi-employer, defined benefit health and welfare plan that was established under the terms of collective bargaining agreements between the employers and Teamsters local unions (the local unions), located in central and northeast portions of Pennsylvania, along the eastern shore of Maryland, Maine, New York and Ohio. The Fund is generally non-contributory, but does provide for participant contributions under the Consolidated Omnibus Budget Reconciliation Act (COBRA). The Fund provides health and other benefits to eligible participants who are covered under collective bargaining agreements, or other written agreements, with the local unions. The Fund is administered by a Board of Trustees (Trustees) with equal representation by the employers and the local unions and is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). Benefit terms are established, and amended, by the Trustees. The Authority is not subject to any provisions regarding withdrawal from the Fund. The Teamsters Pension Plan of Philadelphia and Vicinity issues a publicly available annual financial report, including financial statements, which may be obtained by writing to Teamsters Pension Plan of Philadelphia and Vicinity, Fourth and Cherry Streets, Philadelphia, Pennsylvania 19106. Vesting and Benefit Provisions Pennsylvania State Employees’ Retirement System - A member may retire after completing three years of service and after reaching normal retirement age (the age of 60, except police officers at age 50, or the age at which 35 years of service has been completed, whichever occurs first). Benefits vest after five years of service, or after 10 years of service for those hired on or after January 1, 2011. If an employee terminates his or her employment after at least five years of service (10 years if hired on or after January 1, 2011) but before the normal retirement age, he or she may receive pension benefits immediately or defer pension benefits until reaching retirement age. Employees who retire after reaching the normal retirement age with at least three years of credited service who started on or prior to December 31, 2010 are entitled to receive pension benefits equal to 2.5% (2.0% for employees starting on or after January 1, 2011, unless they opt to pay more to be eligible for the 2.5%) of their final average compensation (average of the three highest years in earnings) times the number of years for which they were a participant in the plan. The pension benefits received by an employee who retires after five years of credited service but before normal retirement age are reduced for the number of years that person is under normal retirement age. Pension provisions include death benefits, under which the surviving beneficiary may be entitled to receive the employee’s accumulated contributions less the amount of pension payments that the employee received, the present value of the employees’ account at retirement less the amount of pension benefits received by the employee, the same pension benefits formerly received by the employee, or one-half of the monthly pension payment formerly received by the employee. The maximum pension benefit to the employee previously described may be reduced depending on the benefits elected for the surviving beneficiary.

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For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Page 22

Note 9. Pension Plans (Continued) General Information about the Plans (Continued) Vesting and Benefit Provisions (Continued) State of New Jersey Public Employees’ Retirement System - The vesting and benefit provisions are set by N.J.S.A. 43:15A and 43:3B. The PERS provides retirement, death and disability benefits. All benefits vest after ten years of service, except for medical benefits, which vest after 25 years of service or under the disability provisions of the PERS: The following represents the membership tiers for PERS:

Tier Definition 1 Members who were enrolled prior to July 1, 2007 2 Members who were eligible to enroll on or after July 1, 2007 and prior to November 2, 2008 3 Members who were eligible to enroll on or after November 2, 2008 and prior to May 21, 2010 4 Members who were eligible to enroll after May 21, 2010 and prior to June 28, 2011 5 Members who were eligible to enroll on or after June 28, 2011

Service retirement benefits of 1/55th of final average salary for each year of service credit is available to tiers 1 and 2 members upon reaching age 60 and to tier 3 members upon reaching age 62. Service retirement benefits of 1/60th of final average salary for each year of service credit is available to tier 4 members upon reaching age 62 and tier 5 members upon reaching age 65. Early retirement benefits are available to tiers 1 and 2 members before reaching age 60, tiers 3 and 4 before age 62 with 25 or more years of service credit and tier 5 with 30 or more years of service credit before age 65. Benefits are reduced by a fraction of a percent for each month that a member retires prior to the age at which a member can receive full early retirement benefits in accordance with their respective tier. Tier 1 members can receive an unreduced benefit from age 55 to age 60 if they have at least 25 years of service. Deferred retirement is available to members who have at least 10 years of service credit and have not reached the service retirement age for the respective tier.

Teamsters Pension Plan of Philadelphia and Vicinity - A member may retire at the later of (a) the date the employee reaches 65 or (b) the tenth anniversary of the employee’s commencement of participation in the plan. Additionally, employees are eligible for early retirement after 10 years of participation in the plan and (a) completion of 30 years of vested service or (b) attainment of age 50 and completion of 10 years of vested service. Benefits vest after 10 years of service. An employee who retires on or after his or her normal retirement age is entitled to receive benefits based on his or her credited years of service multiplied by a monthly benefit rate, which is determined based on the employer’s daily contributions. The benefits are subject to maximum rates that vary according to employer daily contribution rates. Members may also receive benefits after early retirement at reduced rates, depending on age at retirement. An employee who qualifies for disability retirement benefits (total and permanent disability with 10 years of vested service and 5 years of continuous service with at least 300 covered days of contributions) is entitled to receive two hundred dollars per month until retirement age, when retirement benefits would commence. Provisions include surviving spouse death benefits, under which the surviving spouse is entitled to a 50% survivor annuity in certain cases. At December 31, 2017, 2016 and 2015, the Authority had 212, 196 and 208 employees, respectively, covered by the Fund.

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For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Page 23

Note 9. Pension Plans (Continued) General Information about the Plans (Continued) Contributions Pennsylvania State Employees’ Retirement System - The contribution requirements of plan members and the Authority are established and amended by the Pennsylvania State Employees’ Retirement System Board. As of January 1, 2002, employees are required to contribute 6.25% (unless opting for 9.33% deductions in order to be eligible for the 2.5% pension compensation) of their gross earnings to the plan. Employer contribution rates are certified by the SERS Board annually, typically in April of each year to become effective the following fiscal year beginning in June. It is customary for rates to result from an independent actuarial valuation of the pension fund. The employer contribution rate is set so that it can fund all retirement benefits earned by employees working during the year and pay toward any unfunded liability that may exist. In some cases, however, the actuarially calculated employer contribution rate has been set or adjusted by Pennsylvania law. The Authority’s contractually required contribution rate for the years ended December 31, 2017 and 2016 was 29.34% and 27.32%, respectively, of the Authority’s covered payroll, and the Authority’s contractually required quarterly contributions to the pension plan for 2017 and 2016 totaled $14,515 and $12,735, respectively. Employee contributions to the plan during 2017 and 2016 were $3,219 and $2,599, respectively. State of New Jersey Public Employees’ Retirement System - The contribution policy is set by N.J.S.A. 43:15A and requires contributions by active members and contributing employers. Members contribute at a uniform rate. Pursuant to the provisions of Chapter 78, P.L. 2011, the active member contribution rate increased from 5.5% of annual compensation to 6.5% plus an additional 1% phased-in over seven years beginning in July 2012. The member contribution rate was 7.06% in State fiscal year 2016. The phase-in of the additional incremental member contribution rate takes place in July of each subsequent State fiscal year. Employers' contribution amounts are based on an actuarially determined rate. The Authority’s contribution amounts are based on an actuarially determined rate that included the normal cost and unfunded accrued liability. The Authority’s contractually required contribution rate for the years ended December 31, 2017 and 2016 was 9.31% and 10.16%, respectively, of the Authority’s covered payroll. This amount was actuarially determined as the amount that, when combined with employee contributions, is expected to finance the costs of benefits earned by employees during the year, including an additional amount to finance any unfunded accrued liability. The Authority’s contractually required contributions to the pension plan for the years ended December 31, 2017 and 2016 was $64 and $45, which is and was due on April 1, 2018 and April 1, 2017, respectively. Employee contributions to the plan during 2017 and 2016 were $56 and $33, respectively. Teamsters Pension Plan of Philadelphia and Vicinity - The employer’s contribution requirements are determined under the terms of one Collective Bargaining Agreement in force between the employer and the Teamsters, which expired on May 31, 2011. A “Memorandum of Agreement” was signed on December 28, 2016 to continue the Authority’s contributions to the plan. The Memorandum of Agreement expired December 31, 2017. During 2017, the Authority was required to and did contribute twenty-six dollars and forty-eight cents ($26.48) per day from January 1 through June 30, and twenty-seven dollars and eighty-four cents ($27.84) per day, from July 1 through December 31 for each PATCO participating employee. For the 2016 year, the Authority was required to and did contribute twenty-five dollars and twenty-two cents ($25.22) per day from January 1 through June 30, and twenty-six dollars and forty-eight cents ($26.48) per day, from July 1 through December 31 for each PATCO participating employee. The Authority’s contributions totaled 11.36%, 12.09% and 10.62% of covered payroll in 2017, 2016 and 2015 respectively.

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DELAWARE RIVER PORT AUTHORITY Notes to Unaudited Combined Financial Statements

For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Page 24

Note 9. Pension Plans (Continued) General Information about the Plans (Continued) Contributions (Continued) Teamsters Pension Plan of Philadelphia and Vicinity (Continued) - The employees of the Authority do not contribute to the Plan. The Authority contributed $1,299, $1,293 and $1,136 in 2017, 2016 and 2015 respectively, which represented 100% of the required contribution for the aforementioned years. Pension Liabilities, Pension Expense, and Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions Pennsylvania State Employees’ Retirement System - At December 31, 2017, the Authority’s proportionate share of the SERS net pension liability was $152,183. The net pension liability was measured as of December 31, 2016, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of December 31, 2016. The Authority’s proportion of the net pension liability was based on a projection of the Authority’s long-term share of contributions to the pension plan relative to the projected contributions of all participating employers, actuarially determined. For the December 31, 2016 measurement date, the Authority’s proportion was .79013936%, which was a decrease of .00410719% from its proportion measured as of December 31, 2015.

At December 31, 2016, the Authority’s proportionate share of the SERS net pension liability was $144,424. The net pension liability was measured as of December 31, 2015, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of December 31, 2015. The Authority’s proportion of the net pension liability was based on a projection of the Authority’s long-term share of contributions to the pension plan relative to the projected contributions of all participating employers, actuarially determined. For the December 31, 2015 measurement date, the Authority’s proportion was .79424655%, which was an increase of .02971064% from its proportion measured as of December 31, 2014.

At December 31, 2017 and 2016, the Authority’s proportionate share of the SERS pension expense, calculated by the Plan as of the December 31, 2016 and 2015 measurement dates, was $22,105 and $19,279, respectively.

State of New Jersey Public Employees’ Retirement System - At December 31, 2017, the Authority’s proportionate share of the PERS net pension liability was $1,620. The net pension liability was measured as of June 30, 2017, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of July 1, 2016. The total pension liability was calculated using updated procedures to roll forward from the actuarial valuation date to the measurement date of June 30, 2017. The Authority’s proportion of the net pension liability was based on a projection of the Authority’s long-term share of contributions to the pension plan relative to the projected contributions of all participating employers, actuarially determined. For the June 30, 2017 measurement date, the Authority’s proportion was .0069597877%, which was an increase of .0019492389% from its proportion measured as of June 30, 2016.

At December 31, 2016, the Authority’s proportionate share of the PERS net pension liability was $1,484. The net pension liability was measured as of June 30, 2016, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of July 1, 2015. The total pension liability was calculated using updated procedures to roll forward from the actuarial valuation date to the measurement date of June 30, 2016. The Authority’s proportion of the net pension liability was based on a projection of the Authority’s long-term share of contributions to the pension plan relative to the projected contributions of all participating employers, actuarially determined. For the June 30, 2016 measurement date, the Authority’s proportion was .0050105488%, which was an increase of .0001489164% from its proportion measured as of June 30, 2015.

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DELAWARE RIVER PORT AUTHORITY Notes to Unaudited Combined Financial Statements

For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Page 25

Note 9. Pension Plans (Continued) Pension Liabilities, Pension Expense, and Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions (Continued) State of New Jersey Public Employees’ Retirement System (Continued) At December 31, 2017 and 2016, the Authority’s proportionate share of the PERS pension expense, calculated by the Plan as of the June 30, 2017 and 2016 measurement dates, was $4 and ($49), respectively. Deferred Outflows of Resources and Deferred Inflows of Resources Certain changes in the net pension liability are to be recognized as deferred outflows of resources or deferred inflows of resources and are amortized as either an increase or decrease to future year’s pension expense, using a systematic and rational method over a closed period. At December 31, 2017, the Authority reported deferred outflows of resources and deferred inflows of resources related to pensions from the following sources:

SERS PERS Total SERS PERS Total

Differences between expected and actual experience 2,197$ 38$ 2,235$ 3,405$ - 3,405$

Changes of assumptions 9,296 327 9,623 - 325$ 325

Net difference between projected and actual earnings on pension plan investments 12,789 11 12,800 - - -

Differences between employer contributions and proportionate share of contributions 22 366 388 326 507 833

Changes in proportion 2,949 - 2,949 2,161 - 2,161

Employer contributions subsequent to the measurement date 14,654 32 14,686 - - -

41,907$ 774$ 42,681$ 5,892$ 832$ 6,724$

Deferred Outflows of Resources Deferred Inflows of Resources

At December 31, 2016, the Authority reported deferred outflows of resources and deferred inflows of resources related to pensions from the following sources:

SERS PERS Total SERS PERS Total

Differences between expected and actual experience 2,924$ 28$ 2,952$ - - -

Changes of assumptions 4,291 307 4,598 - - -

Net difference between projected and actual earnings on pension plan investments 14,705 57 14,762 - - -

Differences between employer contributions and proportionate share of contributions - - - 419$ - 419$

Changes in proportion 3,443 24 3,467 1,833 703$ 2,536

Employer contributions subsequent to the measurement date 12,735 22 12,757 - - -

38,098$ 438$ 38,536$ 2,252$ 703$ 2,955$

Deferred Outflows of Resources Deferred Inflows of Resources

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For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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Note 9. Pension Plans (Continued) Pension Liabilities, Pension Expense, and Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions (Continued) Deferred Outflows of Resources and Deferred Inflows of Resources (Continued) At December 31, 2017, $14,516 and $32 for SERS and PERS, respectively, included in deferred outflows of resources, will be included as a reduction of the net pension liability in the year ending December 31, 2018. These contributions were made by the Authority to the respective pension plans after the measurement date to satisfy the pension plan’s net pension liability, but before the end of the financial statement period for the Authority. For SERS, this amount was based on actual contributions made during 2017, which was subsequent to the measurement date of December 31, 2016. For PERS, the amount was based on an estimated April 1, 2019 contractually required contribution, prorated from the pension plans measurement date of June 30, 2017 to the Authority’s year-end of December 31, 2017. At December 31, 2016, $12,735 and $22 for SERS and PERS, respectively, included in deferred outflows of resources, was included as a reduction of the net pension liability in the year ended December 31, 2017. These contributions were made by the Authority to the respective pension plans after the measurement date to satisfy the pension plan’s net pension liability, but before the end of the financial statement period for the Authority. For SERS, this amount was based on actual contributions made during 2016, which was subsequent to the measurement date of December 31, 2015. For PERS, the amount was based on an estimated April 1, 2018 contractually required contribution, prorated from the pension plans measurement date of June 30, 2016 to the Authority’s year-end of December 31, 2016. For SERS and PERS, the components of deferred outflows of resources and deferred inflows of resources for SERS and PERS, other than the difference between the projected and actual investment earnings on investments, are amortized into pension expense over a 5.2 and 5.48 year closed period for the December 31, 2016 and June 30, 2017 measurement period, respectively, which reflects the weighted average remaining service life of all SERS and PERS members, beginning the year in which the deferred amount occurs (current year). The annual difference between the projected and actual earnings on SERS and PERS investments is amortized over a 5.0 year closed period beginning the year in which the difference occurs (current year). For SERS and PERS, the components of deferred outflows of resources and deferred inflows of resources for SERS and PERS, other than the difference between the projected and actual investment earnings on investments, were amortized into pension expense over a 5.2 and 5.57 year closed period for the December 31, 2015 and June 30, 2016 measurement period, respectively, which reflects the weighted average remaining service life of all SERS and PERS members, beginning the year in which the deferred amount occurs (current year). The annual difference between the projected and actual earnings on SERS and PERS investments is amortized over a 5.0 year closed period beginning the year in which the difference occurs (current year).

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DELAWARE RIVER PORT AUTHORITY Notes to Unaudited Combined Financial Statements

For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Page 27

Note 9. Pension Plans (Continued) Pension Liabilities, Pension Expense, and Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions (Continued) Deferred Outflows of Resources and Deferred Inflows of Resources (Continued) The amounts of deferred outflows of resources and deferred inflows of resources related to the respective net pension liabilities measured at December 31, 2016 for SERS and June 30, 2017 for PERS that will be recognized in pension expense in future periods are as follows:

Year Ending

Dec. 31 SERS PERS Total

2016 $ 6,813 $ 6,813

2017 6,813 6,813

2018 6,813 (75) 6,738

2019 6,144 (55) 6,089

2020 1,490 2 1,492

2021 102 33 135

2022 3 3 Totals $ 28,175 $ (92) $ 28,083

Actuarial Assumptions Since the measurement of the net pension liability of SERS is the same date as the actuarial valuation of the net pension liability, no roll forward procedures are required for the net pension liability. For PERS, however, the net pension liability was measured as of June 30, 2017, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of July 1, 2016. The total PERS pension liability was calculated using updated procedures to roll forward from the actuarial valuation date to the measurement date of June 30, 2017. The actuarial valuations for the year ended December 31, 2017 used the following actuarial assumptions applied to all periods included in the measurement date of December 31, 2016 for SERS and June 30, 2017 for PERS:

SERS PERS

Inflation 2.60% 2.25%

Projected salary increases average of 5.60% with range of 3.70% - 8.90% 1.65% - 4.15% based on age (through 2026)including inflation 2.65% - 5.15% based on age (thereafter)

Investment rate of return 7.25% 7.00%

Mortality rate table projected RP-2000 mortality tables adjusted for projected RP-2000 mortality tables adjusted foractual plan experience and future improvement actual plan experience and future improvements

Period of actuarial experience 2011 - 2015 July 1, 2011 - June 30, 2014study upon which actuarialassumptions were based

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DELAWARE RIVER PORT AUTHORITY Notes to Unaudited Combined Financial Statements

For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Page 28

Note 9. Pension Plans (Continued)

Actuarial Assumptions (Continued)

The actuarial valuations for the year ended December 31, 2016 used the following actuarial assumptions applied to all periods included in the measurement date of December 31, 2015 for SERS and June 30, 2016 for PERS:

SERS PERS

Inflation 2.75% 3.08%

Projected salary increases average of 5.70% with range of 3.85% - 9.05% 1.65% - 4.15% based on age (through 2026)including inflation 2.65% - 5.15% based on age (thereafter)

Investment rate of return 7.50% 7.65%

Mortality rate table projected RP-2000 mortality tables adjusted for projected RP-2000 mortality tables adjusted foractual plan experience and future improvement actual plan experience and future improvements

Period of actuarial experience 2011 - 2015 July 1, 2011 - June 30, 2014study upon which actuarialassumptions were based

The long-term expected real rate of return on pension plan investments is determined using a building-block method in which best-estimate ranges of expected future real rates of return (expected returns, net of investment expense and inflation) are developed for each major asset class. These ranges are combined to produce the long-term expected rate of return by weighting the expected future real rates of return by the target asset allocation percentage and by adding expected inflation.

Best estimates of arithmetic real rates of return for each major asset class included in current and target asset allocation as of the measurement dates of December 31, 2016 for SERS and June 30, 2017 for PERS, are summarized in the following table:

SERS PERS

Long-term Long-termTarget Expected Rate Target Expected Rate

Asset Class Allocation of Return Allocation of Return

Absolute return / risk mitigation 5.00% 5.51%Cash / cash equivalents 3.00% -0.25% 5.50% 1.00%U.S. treasuries 3.00% 1.87%Investment grade credit 10.00% 3.78%Global public equity 43.00% 5.30%Public high yield bonds 2.50% 6.82%Global diversified credit 5.00% 7.10%Credit oriented hedge funds 1.00% 6.60%Debt Related Private Equity 2.00% 10.63%Debt Related Real Estate 1.00% 6.61%Equity Related Real Estate 6.25% 9.23%U.S. Equity 30.00% 8.19%Non-U.S. Developed Markets Equity 11.50% 9.00%Emerging Markets Equity 6.50% 11.64%Buyouts/Venture Capital 8.25% 13.08%Private Real Estate 2.50% 11.83%Private equity 16.00% 8.00% 12.40%Fixed income 14.00% 1.63%Hedge funds / absolute return 12.00% 4.75% 4.68%Real estate (property) 12.00% 5.44% 6.91%

Total 100.00% 100.00%

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DELAWARE RIVER PORT AUTHORITY Notes to Unaudited Combined Financial Statements

For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Page 29

Note 9. Pension Plans (Continued)

Actuarial Assumptions (Continued)

Best estimates of arithmetic real rates of return for each major asset class included in current and target asset allocation as of the measurement dates of December 31, 2015 for SERS and June 30, 2016 for PERS, are summarized in the following table:

SERS PERS

Long-term Long-termTarget Expected Rate Target Expected Rate

Asset Class Allocation of Return Allocation of Return

Cash 5.00% 0.87%Alternative investments 15.00% 8.50%U.S. treasuries 1.50% 1.74%Investment grade credit 8.00% 1.79%Global public equity 40.00% 5.40%Real assets 17.00% 4.95%Mortgages 2.00% 1.67%Diversifying assets 10.00% 5.00%High yield bonds 2.00% 4.56%Inflation-indexed bonds 1.50% 3.44%Broad U.S. equities 26.00% 8.53%Developed foreign equities 13.25% 6.83%Emerging market equities 6.50% 9.95%Private equity 9.00% 12.40%Fixed income 15.00% 1.50%Hedge funds / absolute return 12.50% 4.68%Real estate (property) 2.00% 6.91%Liquidity reserve 3.00% 0.00%Commodities 0.50% 5.45%Global debt ex U.S. 5.00% -0.25%REIT 5.25% 5.63%

Total 100.00% 100.00%

Discount Rate - The discount rate used to measure the total pension liability at December 31, 2016 and 2015 for SERS was 7.25% and 7.50%, respectively. The projection of cash flows used to determine the discount rate assumed that employee contributions will be made at the rates applicable for each member and that employer contributions will be made based on rates determined by the actuary. Based on those assumptions, SERS fiduciary net position was projected to be available to make all projected future benefit payments of current active and non-active SERS members; therefore, the long-term expected rate of return on SERS investments was applied to all periods of projected benefit payments to determine the total pension liability.

The discount rate used to measure the total pension liability at June 30, 2017 and 2016 for PERS was 5.00% and 3.98%, respectively. These single blended discount rates were based on the long-term expected rate of return on pension plan investments of 7.00% and 7.65%, and a municipal bond rate of 3.58% and 2.85%, as of June 30, 2017 and 2016, respectively, based on the Bond Buyer Go 20-Bond Municipal Bond Index, which includes tax-exempt general obligation municipal bonds with an average rating of AA/Aa or higher. The projection of cash flows used to determine the discount rate assumed that contributions from PERS members would be made at the current member contribution rates. Based on those assumptions, PERS fiduciary net position was projected to be available to make projected future benefit payments of current plan members through 2040 for PERS; therefore, the long-term expected rate of return on PERS investments was applied to projected benefit payments through 2040 for PERS, and the municipal bond rate was applied to projected benefit payments after that date in determining the total pension liability.

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DELAWARE RIVER PORT AUTHORITY Notes to Unaudited Combined Financial Statements

For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Page 30

Note 9. Pension Plans (Continued) Sensitivity of Authority’s Proportionate Share of Net Pension Liability to Changes in the Discount Rate Pennsylvania State Employees’ Retirement System - The following presents the Authority’s proportionate share of the net pension liability at the Plan’s measurement date, calculated using a discount rate of 7.25% for December 31, 2017 and 7.50% for December 31, 2016, as well as what the Authority’s proportionate share of the net pension liability would be if it were calculated using a discount rate that is 1% lower or 1% higher than the current rates used:

December 31, 2017

1% Decrease Current Discount 1% Increase6.25% Rate 7.25% 8.25%

Authority's proportionate share of the net pension liability - measurement date December 31, 2016 179,402$ 144,425$ 114,433$

December 31, 2016

1% Decrease Current Discount 1% Increase6.50% Rate 7.50% 8.50%

Authority's proportionate share of the net pension liability - measurement date December 31, 2015 179,402$ 144,425$ 114,433$

State of New Jersey Public Employees’ Retirement System - The following presents the Authority’s proportionate share of the net pension liability at the Plan’s measurement date, calculated using a discount rate of 5.00% for June 30, 2017 and 3.98% for June 30, 2016, as well as what the Authority’s proportionate share of the net pension liability would be if it were calculated using a discount rate that is 1% lower or 1% higher than the current rates used:

December 31, 2017

1% Decrease Current Discount 1% Increase4.00% Rate 5.00% 6.00%

Authority's proportionate share of the net pension liability - measurement date June 30, 2017 2,010$ 1,620$ 1,295$

December 31, 2016

1% Decrease Current Discount 1% Increase2.98% Rate 3.98% 4.98%

Authority's proportionate share of the net pension liability - measurement date June 30, 2016 1,818$ 1,484$ 1,208$

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DELAWARE RIVER PORT AUTHORITY Notes to Unaudited Combined Financial Statements

For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Page 31

Note 10. Postemployment Healthcare Plan Plan Description: The Authority provides coverage for medical, including prescription drug coverage, as part of the medical plan. Life insurance benefits are offered in retirement. Dental and vision coverage are not offered or subsidized for retirees. Such benefits are established and amended by the Authority’s Board of Commissioners. The Authority’s Plan provides two agent multiple-employer post-employment healthcare plans that cover two retiree populations: eligible retirees under the age of sixty-five (65) receive benefits through AmeriHealth and eligible retirees sixty-five (65) and over receive benefits through Horizon Blue Cross/Blue Shield of NJ and a Medicare Supplemental Plan through United Health Group/AARP. Life insurance benefits to qualifying retirees are provided through Standard Insurance Company. The plans are administered by the Authority; therefore, premium payments are made directly by the Authority to the insurance carriers. The OPEB Trust is irrevocable and is exempt from federal and state income taxes under Internal Revenue Code Section 115. The sole purpose of the OPEB Trust is to provide funds to pay postemployment benefits to qualified retirees and their dependents. Funding Policy: Employees become eligible for retirement benefits based on hire date and years of service. For employees hired after January 1, 2007, no subsidized retiree benefits are offered. The contribution requirements of plan members and the Authority are established, and may be amended, by the Authority’s Board of Commissioners. Plan members receiving benefits contribute the following amounts: sixty-five dollars per month for retiree-only coverage for the base plan, one hundred and thirty dollars per month for retiree/spouse (or retiree/child) coverage, and one hundred and ninety-five dollars per month for retiree/family (or children) coverage to age sixty-five (65) for the base plan, and fifty-five dollars per month per retiree, per dependent for both the United Health Group (in partnership with AARP) and Horizon coverages. An additional amount is required for those retirees, under age sixty-five (65), who opt to participate in the “Value Plus Plan” offered by AmeriHealth for eligible retirees and their eligible dependents. The Authority’s Board of Commissioners passed resolutions during 2014, 2015, and 2016 authorizing the Authority to make OPEB contributions, to the OPEB Trust, which was established with PNC Institutional Management in 2014. Resolution DRPA-17-122 authorized an additional $5,000 contribution in 2018. This $5,000 contribution was made prior to year-end 2018. The Authority continues to fund its current retiree postemployment benefits cost on a “pay-as-you-go” basis, net of plan member contributions. Future Retirees: The Authority is required to expense the annual required contribution (ARC) of the employer, an amount actuarially determined in accordance with the parameters of the Governmental Accounting Standards Board (GASB). The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any unfunded actuarial liabilities (or funding excess) over a period not to exceed thirty (30) years. The ARC includes the costs of both current and future retirees. The current ARC was determined to be $4,555, at an unfunded discount rate of 3.7%.

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DELAWARE RIVER PORT AUTHORITY Notes to Unaudited Combined Financial Statements

For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Page 32

Note 10. Postemployment Healthcare Plan (Continued) Annual OPEB Cost: The Authority’s annual required contribution (ARC), the interest on the net OPEB obligation, the adjustment to the ARC, the increase or decrease in the net OPEB obligation, the net OPEB obligation, and the percentage of annual OPEB cost contributed to the plan for 2017, 2016 and 2015 are as follows:

2017 2016 2015

Annual required contribution (arc) 4,555$ 4,882$ 4,952$ Interest on the net OPEB obligation 780 1,054 1,258 Adjustment to the arc (1,369) (1,374) (1,374)

Annual OPEB cost 3,966 4,562 4,836 Pay-as-you go cost (existing retirees) (5,588) (4,813) (4,929)

Increase (decrease) in the net OPEB obligation (1,622) (251) (93)

Net OPEB Obligation, January 1 21,101 26,352 31,445

OPEB Obligation, December 31 19,479 26,101 31,352

OPEB Trust Contributions (5,000) (5,000) (5,000)

Net OPEB Obligation, December 31 14,479$ 21,101$ 26,352$

Percentage of Annual OPEB Cost Contributed 267% 215% 205% Note: The full-year GASB 45 valuation report for year ending December 31, 2018 is underway. Funded Status and Funding Progress: Using the report from January 1, 2017, the most recently completed actuarial valuation date, the results were rolled forward to calculate year-end December 31, 2017. The actuarial accrued liability for benefits as of January 1, 2017 was $121,764, and the actuarial value of plan assets was $20,765, or 17.1% funded, resulting in an unfunded actuarial accrued liability (UAAL) of $100,999. The covered payroll (annual payroll of active employees covered by the plan) was $34,381 and the ratio of the UAAL to the covered payroll was 293.8%. Actuarial valuations of an ongoing plan involve estimates of the value of reported amounts and assumptions about the probability of occurrence of events far into the future. Examples include assumptions about future employment, mortality and the healthcare cost trend. Amounts determined regarding the funded status of the plan and the annual required contributions of the employer are subject to continual revision as actual results are compared with past expectations and new estimates are made about the future. The schedule of funding progress, presented as required supplementary information following the notes to the combined financial statements, presents multiyear trend information that shows whether the actuarial value of the plan assets is increasing or decreasing over time relative to the actuarial accrued liabilities for benefits. Actuarial Methods and Assumptions: Projections of benefits for financial reporting purposes are based on the substantive plan (the plan as understood by the employer and plan members) and include the types of benefits provided at the time of each valuation and the historical pattern of sharing benefit costs between the employer and plan members to that point. The actuarial methods and assumptions used include techniques that are designed to reduce short-term volatility in actuarial accrued liabilities and the actuarial value of assets, consistent with the long-term perspective of the calculations.

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DELAWARE RIVER PORT AUTHORITY Notes to Unaudited Combined Financial Statements

For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

Page 33

Note 10. Postemployment Healthcare Plan (Continued) Actuarial Methods and Assumptions (Continued) In the January 1, 2017 actuarial valuation, the projected unit credit actuarial cost method was used. Under this method, an actuarial accrued liability is determined as the actuarial present value of the portion of projected benefits that is allocated to service before the current plan year. In addition, a normal cost is determined as the actuarial present value of the portion of projected benefits that is allocated to service in the current plan year for each active participant under the assumed retirement age. The UAAL is being amortized (straight-line) for thirty (30) year on an open basis. The actuarial assumptions included the following:

Mortality: The mortality table employed in the valuation was the RP2014 Healthy Table Male and Female Tables based on the Combined Healthy Table. Discount Rate: Future costs have been discounted at the rate of 3.7% based on an average of three 20-year bond indices. Turnover: Reflects rate of separation from the active plan and excludes retirement and disability. Turnover table varies by age and years of service with rates of turnover based on the State Employees Retirement System of Pennsylvania. Disability: Reflects ordinary and accidental disability assumptions from the active plan and is based on age. Disability rates based on the State Employees Retirement System of Pennsylvania. Retirement: Reflects rate of retire from the active plan and is based on age for both disabled and non-disabled employees. Retirement decrements based on the State Employees Retirement System of Pennsylvania. Spousal Coverage: Spouses are valued for benefits similar to retired employees for medical coverage. Members that are spouses are assumed to be married to those spouses at retirement. Members that are without spouses (or not covering spouses) are assumed to be single at and throughout retirement. Health Care Cost Trend Rate:

Year Pre-65 Post-65

Initial Trend January 1, 2019 8.0% 8.0%Ultimate Trend January 1, 2022 & Later 5.0% 5.0%Grading Per Year 1.0% 1.0%

Healthcare Reform: The valuation was based on the current healthcare regulatory environment and does not reflect the impact of future changes (e.g., taxes, assessments, subsidies, etc.) due to future anticipated changes in healthcare reform. Life Insurance Benefit: Life insurance coverage is provided to retirees based on one times their final year salary. The benefit reduces 12% per year for five years to a maximum reduction of 60% resulting in an ultimate life insurance benefit after five years of 40% of final salary.

Projected Salary Increase: Annual salary increase is 2.5%. Retiree Contribution Rates: Contribution rates were valued on an individual basis for retiree coverage. Contribution rates vary by plan for pre-65 and post-65 retirees, and are paid on a quarterly basis. Retiree contribution rates for life insurance are zero.

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For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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Note 11. Indentures of Trust The Authority’s outstanding Revenue Bonds are subject to the provisions of the following Indentures of Trust: Revenue Refunding Bonds of 1998, dated July 1, 1998; the 2013 Revenue Bonds, dated December 1, 2013, and the 2018 Revenue Bonds, dated December 18, 2018 respectively (collectively the “Bond Resolution”). (See Note 12) The Port District Project Bonds of 1999, dated December 1, 1999, and the 2012 Port District Project Refunding Bonds, dated December 1, 2012, are governed by separate, individual indentures. The Bond Resolution requires the maintenance of the following accounts:

Project Fund: This restricted account was established in accordance with Section 6.02 of the Bond Resolution. The Project Fund is held by the Trustee and is applied to pay the cost of the Projects and is pledged, pending application to such payment of costs for the security of the payment of principal and interest on the Revenue, Revenue Refunding, and Project Bonds (the “Bonds”).

Debt Service Fund: This restricted account was established in accordance with Section 6.04 of the Bond Resolution for the payment of maturing interest and principal on the Bonds. The balance on deposit must be sufficient to enable the Trustee to withdraw amounts equal to interest due on the Bonds, principal amounts maturing on Bonds, accrued interest included in the purchase price of the bonds purchased for retirement, and sinking fund installments when payments are required. Debt Service Reserve Fund: This restricted account was established in accordance with Section 6.05 of the Bond Resolution. The amount of funds on deposit must be maintained at a level equal to the Maximum Debt Service to insure funds are available for payment of Debt Service. Bond Redemption Fund: This restricted account was established in accordance with section 6.06 of the Bond Resolution to account for amounts received from any source for the redemption of Bonds, other than mandatory sinking fund payments. Rebate Fund: This restricted account was established in accordance with Section 6.07 of the bond Resolution account for amounts deposited from time to time in order to comply with the arbitrage rebate requirements of Section 148 of the Code as applicable to any Series of Tax-Exempt Bonds issued. Revenue Fund: This unrestricted account was established in accordance with Section 6.03 of the Bond Resolution for the Authority to deposit all Revenues. On or before the 20th day of each calendar month, the Trustee shall, to the extent money is available, after deduction of cash and investment balances for the 15% working capital reserve, transfer to or credit funds needed in the following order: (1) the Debt Service Fund, (2) the Debt Service Reserve Fund, (3) any Reserve Fund Credit Facility Issuer, (4) the Trustee’s Rebate Fund, (5) the Maintenance Reserve Fund, (6) the General Fund. Maintenance Reserve Fund: This restricted account was established in accordance with Section 6.08 of the Bond Resolution. These funds are maintained for reasonable and necessary expenses with respect to the system for major repairs, renewals, replacements, additions, betterments, enlargements, improvements and extraordinary expenses, all to the extent not provided for in the then current Annual Budget. Money in this account is pledged for the security of payment of principal and interest on the bonds. Whenever the amount in this account exceeds the “Maintenance Reserve Fund Requirement,” the excess shall be deposited in the General Fund. The “Maintenance Reserve Fund Requirement” on any date is at least $3,000.

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For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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Note 11. Indentures of Trust (Continued) General Fund: This unrestricted account was established in accordance with Section 6.09 of the Bond Resolution. All excess funds of the Authority are recorded in the General Account. If the Authority is not in default in the payment of bond principal or interest and all fund requirements are satisfied, the excess funds may be used by the Authority, for any lawful purpose.

Note 12. Funded and Long-Term Debt Total Outstanding Funded Debt: At December 31, 2018, the Authority had $1,417,472 in Revenue, Revenue Refunding, and Port District Project and Project Refunding Bonds outstanding, consisting of bonds issued in 1999, 2012, 2013, and 2018. The 1999 Port District Project Bonds were issued pursuant to an Indenture of Trust dated December 1, 1999. The 2012 Port District Project Refunding Bonds were issued pursuant to an Indenture of Trust dated December 1, 2012. The 2013 Revenue Bonds were issued pursuant to an Indenture of Trust, a Ninth Supplemental Indenture, dated as of December 1, 2013. The 2018 Revenue and Revenue Refunding Bonds were issued pursuant to a Fourteenth Supplemental Indenture dated December 18, 2018. 1999 Port District Project Bonds: On December 22, 1999, the Authority issued $272,095 to provide funds to finance (a) all or a portion of the cost of certain port improvement and economic development projects within the Port District, (b) a deposit of cash or a Reserve Fund Credit Facility to the credit of the Debt Service Reserve Fund established under the 1999 Port District Project Bond Indenture and (c) all or a portion of the costs and expenses of the Authority relating to the issuance and sale of the 1999 Port District Project Bonds (Series A and B). The 1999 Port District Project Bonds are general corporate obligations of the Authority. The 1999 Port District Project Bonds are not secured by a lien or charge on, or pledge of, any revenues or other assets of the Authority other than the monies, if any, on deposit from time to time in the Funds established under the 1999 Port District Project Bond Indenture. No tolls, rents, rates or other such charges are pledged for the benefit of the 1999 Port District Project Bonds. The 1999 Port District Project Bonds are equally and ratably secured by the funds on deposit in the Funds established under the 1999 Port District Project Bond Indenture, except for the Rebate Fund. The 1999 Port District Project Bonds are payable from such Funds and from other monies of the Authority legally available. The 1999 Port District Project Bonds are subject to optional redemption and mandatory sinking fund redemption prior to maturity as more fully described herein. The scheduled payment of principal and interest on the 1999 Port District Project Bonds when due are guaranteed under an insurance policy issued concurrently with the delivery of the 1999 Port District Project Bonds by Financial Security Assurance Inc.

The 1999 Port District Project Bonds (Series A) outstanding at December 31, 2018 are as follows:

Maturity Date Interest Principal Maturity Date Interest Principal(January 1) Rate/Yield Amount (January 1) Rate/Yield Amount

Term Bonds

2019 7.63% 4,920 2021 7.63% 1,035 2020 7.63% 5,295

Total par value of 1999 Port District Project Bonds 11,250$

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For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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Note 12. Funded and Long-Term Debt (Continued) Optional Redemption: The Series A Port District Project Bonds are redeemable by the Authority on any interest payment date in whole or in part, and if in part, in any order of maturity specified by the Authority and in any principal amount within a maturity as specified by the Authority. Any such redemption shall be made at a redemption price equal to accrued interest to the redemption date plus the greater of (i) the principal amount of the Series A Port District Project Bonds to be redeemed, and (ii) an amount equal to the discounted remaining fixed amount payments applicable to the Series A Port District Project Bonds to be redeemed. Allocation of the amounts of Series A Port District Project Bonds to be redeemed shall be proportionate nearly as reasonably possible having due regard for minimum authorized denominations of the 1999 Port District Project Bonds among the respective interest of the holders of the Series A Port District Project Bonds to be redeemed at the time of selection of such Series A Port District Project Bonds for redemption regard for minimum authorized denominations of the 1999 Port District Project Bonds among the respective interest of the holders of the Series A Port District Project Bonds to be redeemed at the time of selection of such Series A Port District Project Bonds for redemption. Redemption of the 1999B Port District Project Bonds: On December 20, 2012, all remaining 1999 Series B Port District Project Bonds were redeemed, prior to maturity, at a redemption price of 100%, using proceeds from the issuance of the 2012 Port District Project Refunding Bonds.

2012 Port District Project Refunding Bonds: On December 20, 2012, the Authority issued $153,030 in Port District Project Refunding Bonds, Series 2012. The Port District Project Refunding Bonds, Series 2012 (the “2012 Bonds”) were issued pursuant to the Compact, the New Jersey Act, the Pennsylvania Act (as such terms are defined herein) and an Indenture of Trust (the "Indenture") dated as of December 1, 2012, between the Authority and TD Bank, N.A., Cherry Hill, New Jersey, as trustee (the "Trustee"). The 2012 Bonds were issued to (i) refund and redeem all of the outstanding principal balance of and interest accrued on the Authority's outstanding Port District Project Bonds, Series B of 1998, (the "1998 Refunded Bonds"), Port District Project Bonds, Series B of 1999 (the "1999 Refunded Bonds"), and Port District Project Bonds, Series A of 2001 (the "2001 Refunded Bonds"). The refunding resulted in a loss (difference between the reacquisition price and the net carrying amount of the old debt) of $7,000. This difference, reported in the accompanying combined financial statements as a deferred outflow of resources, is being charged to operations through the year 2025 using the effective interest method. The 2012 Bonds are general corporate obligations of the Authority. The 2012 Bonds are not secured by a lien or charge on, or pledge of, any revenues or other assets of the Authority other than the moneys, if any, on deposit from time to time in the Funds established under the Indenture, except for the Rebate Fund. No tolls, rents, rates or other charges are pledged for the benefit of the 2012 Bonds. The 2012 Bonds are equally and ratably secured by the monies, if any, on deposit in the Funds established under Indenture, except for the Rebate Fund. The 2012 Bonds are payable from such Funds and from other monies of the Authority legally available therefore. Redemption Provisions Optional Redemption Provisions: The 2012 Bonds maturing on or after January 1, 2024 are subject to redemption prior to maturity at the option of the Authority on or after January 1, 2023, in whole at any time, or in part at any time and from time to time, in any order of maturity specified by the Authority and within a maturity as selected by the Trustee as provided in the Indenture and as summarized below under the subheading “Redemption Provisions - Selection of 2012 Bonds to be Redeemed.” Any such redemption shall be made at a redemption price equal to the principal amount of the Bonds to be redeemed, plus interest accrued to the date fixed for redemption.

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For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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Note 12. Funded and Long-Term Debt (Continued) 2012 Port District Project Refunding Bonds (Continued) Payment of Redemption Price: Notice of redemption having been given in the manner provided in the Indenture, or written waivers of notice having been filed with the Trustee prior to the date set for redemption, the 2012 Bonds (or portions thereof) so called for redemption shall become due and payable on the redemption date so designated and interest on such 2012 Bonds (or portions thereof) shall cease to accrue from the redemption date whether or not such Bonds shall be presented for payment. The principal amount of all 2012 Bonds so called for redemption, together with the redemption premium, if any, payable with respect thereto and accrued and unpaid interest thereon to the date of redemption, shall be paid (upon presentation and surrender of such 2012 Bonds) by the Paying Agent out of the appropriate Fund or other funds deposited for the purpose. Selection of 2012 Bonds to be Redeemed: If less than all of the 2012 Bonds are to be redeemed and paid prior to maturity, 2012 Bonds registered in the name of the Authority shall be redeemed before other 2012 Bonds are redeemed. Thereafter, the portion of 2012 Bonds to be redeemed shall be selected by the Authority, or if no such selection is made, by lot by the Trustee from among all outstanding 2012 Bonds eligible for redemption. In the case of a partial redemption of 2012 Bonds when 2012 Bonds of denominations greater than the minimum Authorized Denomination are outstanding, then for all purposes in connection with such redemption, each principal amount equal to the minimum authorized denomination shall be treated as though it were a separate 2012 Bond for purposes of selecting the 2012 Bonds to be redeemed, provided that no 2012 Bonds shall be redeemed in part if the principal amount to be outstanding following such partial redemption is not an authorized denomination. The 2012 Port District Project Refunding Bonds outstanding at December 31, 2018 are as follows:

Optional Redemption: The Series A Port District Project Bonds are redeemable by the Authority on any interest payment date in whole or in part, and if in part, in any order of maturity specified by the Authority and in any principal amount within a maturity as specified by the Authority. Any such redemption shall be made at a redemption price equal to accrued interest to the redemption date plus the greater of (i) the principal amount of the Series A Port District Project Bonds to be redeemed, and (ii) an amount equal to the discounted remaining fixed amount payments applicable to the Series A Port District Project Bonds to be redeemed. Allocation of the amounts of Series A Port District Project Bonds to be redeemed shall be proportionate nearly as reasonably possible having due regard for minimum authorized denominations of the 1999 Port District Project Bonds among the respective interest of the holders of the Series A Port District Project Bonds to be redeemed at the time of selection of such Series A Port District Project Bonds for redemption regard for minimum authorized denominations of the 1999 Port District Project Bonds among

Maturity Date Interest Principal Maturity Date Interest Principal(January 1) Rate/Yield Amount (January 1) Rate/Yield Amount

2019 5.00% 6,975 2023 3.00% 14,545 2021 5.00% 7,320 2024 5.00% 15,520 2021 5.00% 12,350 2025 5.00% 16,300 2022 5.00% 14,085 2026 5.00% 17,115 2023 5.00% 240 2027 5.00% 17,975

Total par value of 2012 Port District Project Refunding Bonds 122,425

Add: unamortized bond premium 9,121 Total 2012 Port District Project Refunding Bonds, net 131,546$

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For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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Note 12. Funded and Long-Term Debt (Continued) 2012 Port District Project Refunding Bonds (Continued) Optional Redemption (Continued) The respective interest of the holders of the Series A Port District Project Bonds to be redeemed at the time of selection of such Series A Port District Project Bonds for redemption. Redemption of the 1999B Port District Project Bonds: On December 20, 2012, all remaining 1999 Series B Port District Project Bonds were redeemed, prior to maturity, at a redemption price of 100%, using proceeds from the issuance of the 2012 Port District Project Refunding Bonds. 2013 Revenue Bonds: On December 18, 2013, the Delaware River Port Authority issued its Revenue Bonds, Series of 2013 in the aggregate principal amount of $476,585. The 2013 Revenue Bonds were issued by means of a book-entry-only system evidencing ownership and transfer of 2013 Revenue Bonds on the records of The Depository Trust Company, New York, New York (“DTC”), and its participants. Interest on the 2013 Revenue Bonds will be payable semi-annually on January 1 and July 1 of each year commencing July 1, 2014 (each an “Interest Payment Date”). The 2013 Revenue Bonds were issued pursuant to the Compact, the New Jersey Act, the Pennsylvania Act (as such terms are defined herein) and an Indenture of Trust, dated as of July 1, 1998, by and between the Authority and TD Bank, National Association (N.A.), Cherry Hill, New Jersey, as successor to Commerce Bank, National Association (N.A.), as trustee (the “Trustee”), as heretofore supplemented from time to time, including as supplemented by a Ninth Supplemental Indenture, dated as of December 1, 2013 (collectively, the “1998 Revenue Bond Indenture”). The 2013 Revenue Bonds are being issued for the purpose of: (i) financing a portion of the costs of the Authority’s approved capital improvement program; (ii) funding a deposit to the 1998 Debt Service Reserve Fund established under and as specifically defined in the 1998 Revenue Bond Indenture; and (iii) paying the costs of issuance of the 2013 Revenue Bonds. The 2013 Revenue Bonds are limited obligations of the Authority and are payable solely from the sources referred to in the 2013 Revenue Bonds and the 1998 Revenue Bond Indenture. Neither the credit nor the taxing power of the Commonwealth of Pennsylvania (the “Commonwealth”) or the State of New Jersey (the “State”) or of any county, city, borough, village, township or other municipality of the Commonwealth or the State is or shall be pledged for the payment of the principal, redemption premium, if any, or interest on the 2013 Revenue Bonds. The 2013 Revenue Bonds are not and shall not be deemed to be a debt or liability of the Commonwealth or the State or of any such county, city, borough, village, township or other municipality, and neither the Commonwealth nor the State nor any such county, city, borough, village, township or other municipality is or shall be liable for the payment of such principal, redemption premium, or interest. The Authority has no taxing power.

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DELAWARE RIVER PORT AUTHORITY Notes to Unaudited Combined Financial Statements

For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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Note 12. Funded and Long-Term Debt (Continued) 2013 Revenue Bonds (Continued) The 2013 Revenue Bonds outstanding at December 31, 2018 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 the Authority shall specify, or if the Authority shall fail to specify, by lot or by such other method as the Paying Agent determines to be fair and reasonable and in any principal amount in Authorized Denominations), at any time on or after January 1, 2024. Any such redemption shall be made at a redemption price equal to 100% of the principal amount of the 2013 Revenue Bonds to be redeemed, plus accrued interest to the Redemption Date. 2018 Revenue Bonds: On December 18, 2018, the Delaware River Port Authority issued its Revenue Bonds, Series of 2018, totaling $700,505,000, consisting of: its Revenue Bonds, Series A of 2018 in the aggregate principal amount of $273,475,000, its Revenue Refunding Bonds, Series B of 2018 (the “2018B Revenue Refunding Bonds”) in the aggregate principal amount of $404,060,000, and its Revenue Bonds, Series C of 2018 (Federally Taxable) (the “2018C Revenue Bonds,” and together with the 2018A Revenue Bonds and the 2018B Revenue Refunding Bonds, the “2018 Revenue Bonds”) in the aggregate principal amount of $22,970,000. The 2018 Revenue Bonds were issued by means of a book-entry-only system evidencing ownership and transfer of 2018 Revenue Bonds on the records of The Depository Trust Company, New York, New York (“DTC”), and its participants. Interest on the 2018 Revenue Bonds will be payable semi-annually on January 1 and July 1 of each year commencing July 1, 2019 (each an “Interest Payment Date”). The 2018 Revenue Bonds were issued pursuant to the Compact, the New Jersey Act, the Pennsylvania Act (as such terms are defined herein) and an Indenture of Trust, dated as of July 1, 1998, by and between the Authority and TD Bank, National Association, Cherry Hill, New Jersey, as successor to Commerce Bank, National Association, as trustee (the “Trustee”), as heretofore amended and supplemented from time to time, including as amended and supplemented by a Fourteenth Supplemental Indenture, dated as of December 18, 2018 (collectively, the “1998 Revenue Bond Indenture”).

Maturity Date Interest Principal Maturity Date Interest Principal(January 1) Rate/Yield Amount (January 1) Rate/Yield Amount

2027 5.000% 23,560$ 2034 5.000% 33,355$ 2027 4.125% 845 2034 4.625% 810 2028 5.000% 25,615 2035 5.000% 35,870 2029 5.000% 26,895 2036 5.000% 37,660 2030 5.000% 28,070 2037 5.000% 36,540 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 8,938 Total 2013 Revenue Bonds, net 485,523$

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DELAWARE RIVER PORT AUTHORITY Notes to Unaudited Combined Financial Statements

For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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Note 12. Funded and Long-Term Debt (Continued) The 2018 Revenue Bonds (Continued) The 2018 Revenue Bonds, Series A, B and C, as more particularly specified within, were being issued for the purpose of: (i) financing a portion of the costs of the Authority’s approved capital improvement program; (ii) currently refunding all of (1) $100,120,000 aggregate principal amount of the Authority’s Revenue Refunding Bonds, Series A of 2008, (2) $111,240,000 aggregate principal amount of the Authority’s Revenue Refunding Bonds, Series B of 2008, (3) $51,305,000 aggregate principal amount of the Authority’s Revenue Refunding Bonds, Series A-1 of 2010, (4) $55,330,000 aggregate principal amount of the Authority’s Revenue Refunding Bonds, Series A-2 of 2010, (5) $106,635,000 aggregate principal amount of the Authority’s Revenue Refunding Bonds, Series B of 2010, and (6) $35,535,000 aggregate principal amount of the Authority’s Revenue Refunding Bonds, Series C of 2010; (iii) financing a portion of the cash settlement cost to terminate all of the Authority’s 1995 Revenue Bond Swaption and 1999 Revenue Bond Swaption (each as defined herein); (iv) funding a deposit to the 1998 Debt Service Reserve Fund established under and as specifically defined in the 1998 Revenue Bond Indenture; and (v) paying the costs of issuance of the 2018 Revenue Bonds. The 2018 Revenue Bonds are limited obligations of the Authority and are payable solely from the sources referred to in the 2018 Revenue Bonds and the 1998 Revenue Bond Indenture. Neither the credit nor the taxing power of the Commonwealth of Pennsylvania (the “Commonwealth”) or the State of New Jersey (the “State”) or of any county, city, borough, village, township or other municipality of the Commonwealth or the State is or shall be pledged for the payment of the principal, redemption premium, if any, or interest on the 2018 Revenue Bonds. The 2018 Revenue Bonds are not and shall not be deemed to be a debt or liability of the Commonwealth or the State or of any such county, city, borough, village, township or other municipality, and neither the Commonwealth nor the State nor any such county, city, borough, village, township or other municipality is or shall be liable for the payment of such principal, redemption premium, or interest. The Authority has no taxing power.

2018A Revenue Bonds: On December 18, the Authority issued new fixed rate bonds, in the amount of $273,475, at a premium of $43,893. As a result of this transaction (including debt service and cost of issuance requirements),$290.0 million was deposited into the 2018 new bond project fund account, to support the 2019 5-year Capital Plan. The 2018A Revenue Bonds outstanding at December 31, 2018 are as follows:

2018 Revenue Bonds Series A January 1 January 1 2027 $ 1,690,000 2034 $ 20,565,000 2028 15,345,000 2035 21,590,000 2029 16,110,000 2036 22,670,000 2030 16,920,000 2037 23,805,000 2031 17,760,000 2038 24,995,000 2032 18,650,000 2039 26,240,000 2033 19,580,000 2040 27,555,000 $ 273,475,000

Optional Redemption: The 2018A Revenue Bonds are subject to redemption at the option of the Authority, prior to maturity, in whole or in part (and if in part, in such order of maturity or within a maturity as the Authority shall specify, or if the Authority shall fail to specify, by lot or by such other method as the Paying Agent determines to be fair and reasonable and in any principal amount in Authorized Denominations), at any time on or after January 1, 2029. Any such redemption shall be made at a redemption price equal to 100% of the principal amount of the 2018A Revenue Bonds to be redeemed, plus accrued interest to the Redemption Date.

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DELAWARE RIVER PORT AUTHORITY Notes to Unaudited Combined Financial Statements

For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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Note 12. Funded and Long-Term Debt (Continued) The 2018 Revenue Bonds (Continued) 2018B Revenue Refunding Bonds: On December 18, the Authority issued $404,060 in fixed rate bonds, and used these funds, along with “other available funding sources”, to refund $460,165 in variable rate debt (specifically, the 2008 Series A&B and 2010 Series A, B and C). As a result, the Authority eliminated all of its variable debt. In addition, as a result of this transaction the 1999 Revenue Bond Swaption was terminated and cash-settled in the amount of $35,721. The 2018B Revenue Refunding Bonds outstanding at December 31, 2018 are as follows:

2018 Revenue Bonds Series B January 1 January 1 2020 $32,755,000 2024 $ 62,680,000 2021 57,400,000 2025 65,350,000 2022 57,645,000 2026 68,125,000 2023 60,105,000 $ 404,060,000

Optional Redemption: The 2018B Revenue Refunding Bonds are not subject to redemption at the option of the Authority, prior to maturity. 2018C Revenue Bonds: On December 18, the Authority issued $22,970 in federally taxable fixed rate bonds, proceeds of which, along with a $5.2 million contribution from the Authority, were used to pay the cash-settlement termination cost of the 1995 Swap with TD Bank, in the amount of $28,050.

The 2018C Revenue Bonds (Federally Taxable) outstanding at December 31, 2018 are as follows:

2018 Revenue Bonds Series C January 1 2020 $ 22,970

Optional Redemption: The 2018C Revenue Bonds are not subject to redemption at the option of the Authority, prior to maturity.

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DELAWARE RIVER PORT AUTHORITY Notes to Unaudited Combined Financial Statements

For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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Note 12. Funded and Long-Term Debt (Continued) The 2018 Revenue Bonds (Continued) The total outstanding for the 2018 Revenue Bonds as of December 31, 2018, including bond premiums (series A & B only) are as follows:

2018 Revenue Bonds Maturity Date Effective Interest Principal Maturity Date Interest Principal (January 1) Rate/Yield Amount (January 1) Rate/Yield Amount

2019 11.60% $ - 2030 3.70% $ 16,920 2020 10.67% $ 55,725 2031 3.40% 17,760 2021 9.72% 57,400 2032 3.10% 18,650 2022 8.77% 57,645 2033 2.77% 19,580 2023 7.77% 60,105 2034 2.43% 20,565 2024 6.74% 62,680 2035 2.07% 21,590 2025 5.65% 65,350 2036 1.70% 22,670 2026 4.53% 68,125 2037 1.30% 23,805 2027 4.50% 1,690 2038 0.89% 24,995 2028 4.25% 15,345 2039 0.46% 26,240 2029 3.98% 16,110 2040 0.46% 27,555

Total par value of 2018 Revenue Bonds 700,505 Add: unamortized bond premium 88,648 Total 2018 Revenue Bonds, net $ 789,153

Maturities of Principal and Interest on Bonds: The following presents the principal due on all bonds outstanding as of December 31, 2018:

Interest on all of the Authority’s fixed rate debt (revenue bonds and port district project bonds issued in 1999, 2012, 2013, and 2018) is payable semi-annually on January 1 and July 1 in each year. The Authority is current on all of its monthly debt service payments on all obligations.

Period Ending December 31, 2018 Principal2019 11,895$ 2020 68,340 2021 70,785 2022 71,730 2023 74,890 2024 78,200 2025 81,650 2026 85,240 2027 44,070 2028-2035 390,625 2036-2040 333,340

1,310,765 Net unamortized bond discounts and premiums 106,706

1,417,471$

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For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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Note 12. Funded and Long-Term Debt (Continued) Early Optional Refunding/Redemption of Funded Debt (2008 & 2010 Revenue Refunding Bonds): Bond Defeasement (2010D Revenue Bonds): During November and December 2018, as described in the section below, the Authority executed several bond-related transactions, which resulted in the refunding and early optional redemption of the 2008 and 2010 Revenue Refunding bonds (variable rate bonds), and the defeasement of the 2010 Series D Revenue Bonds (fixed rate bonds). The following supplemental Indentures of Trust were closed out as a result of these transactions: 1) Fourth Supplemental Indenture dated October 1, 2007 and a Fifth Supplemental Indenture dated July 15, 2008 (related to the 2008 Revenue Refunding Bonds); 2) Sixth Supplemental Indenture dated as of March 15, 2010 related to the 2010 Revenue Refunding Bonds) 3) the Sixth Supplemental Indenture, dated as of March 15, 2010, and a Seventh Supplemental Indenture, dated as of July 1, 2010 (related to the issuance of the 2010 Series D Revenue Bonds). In addition, as of December 18, 2018, Supplemental Indentures Ten through Twelve, which governed the 2016 issuance of four (4) LIBOR –indexed bank purchase loans (FRNs) with Wells Fargo Bank, Bank of America and TD Bank, were closed out with the termination of these debt instruments. 2008 Revenue Refunding Bonds (Refunded and Redeemed – December 2018): On July 25, 2008, the Authority issued $358,175 in Revenue Refunding Bonds (the “2008 Revenue Refunding Bonds”). The 2008 Revenue Refunding Bonds were issued to provide funds, together with other funds available: (a) to finance the current refunding of $358,175 aggregate principal amount of the Authority’s Revenue Refunding Bonds, Series of 2007, consisting of all of the outstanding bonds of such series, and (b) to pay the costs of issuance of the 2008 Revenue Refunding Bonds. The 2008 Revenue Refunding Bonds were issued pursuant to the Compact, the New Jersey Act, the Pennsylvania Act (as such terms are defined herein) and an Indenture of Trust dated as of July 1, 1998 ("Original Indenture"), by and between the Authority and TD Bank, N.A., Cherry Hill, New Jersey, as successor to Commerce Bank, N.A. (the “Trustee”), as supplemented by a First Supplemental Indenture, dated as of July 1, 1998 ("First Supplemental Indenture"), a Second Supplemental Indenture, dated as of August 15, 1998 ("Second Supplemental Indenture"), a Third Supplemental Indenture, dated as of December 1, 1999 ("Third Supplemental Indenture"), a Fourth Supplemental Indenture, dated as of October 1, 2007 ("Fourth Supplemental Indenture"), a Fifth Supplemental Indenture, dated as of July 15, 2008 (“Fifth Supplemental Indenture”), a Sixth Supplemental Indenture, dated as of March 15, 2010 ("Sixth Supplemental Indenture"), a Seventh Supplemental Indenture, dated as of July 1, 2010 ("Seventh Supplemental Indenture"), an Eighth Supplemental Indenture, dated as of March 15, 2013 ("Eighth Supplemental Indenture"), a Ninth Supplemental Indenture, dated as of December 1, 2013 ("Ninth Supplemental Indenture"), a Tenth Supplemental Indenture, dated as of June 1, 2016 ("Tenth Supplemental Indenture"), an Eleventh Supplemental Indenture, dated as of July 1, 2016 ("Eleventh Supplemental Indenture"), and a Twelfth Supplemental Indenture, dated as of July 1, 2016 ("Twelfth Supplemental Indenture"; and together with the Original Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental Indenture, the Eighth Supplemental Indenture, the Ninth Supplemental Indenture, the Tenth Supplemental Indenture, and the Eleventh Supplemental Indenture, the “1998 Revenue Bond Indenture”). The 2008 Revenue Refunding Bonds, together with all other indebtedness outstanding under the 1998 Revenue Bond Indenture and any parity obligations hereafter issued under the 1998 Revenue Bond Indenture, are equally and ratably payable solely from and secured by a lien on and security interest in (i) the Net Revenues described herein, (ii) all moneys, instruments and securities at any time and held by the Authority or the Trustee in any Fund created or established under the 1998 Revenue Bond Indenture and (iii) the proceeds of all the foregoing, except for the moneys, instruments and securities held in the 1998 General Fund and the 1998 Rebate Fund. The 2008 Revenue Refunding Bonds are delineated into the following two (2) subseries including the 2008A Revenue Refunding Bonds and the 2008B Revenue Refunding Bonds (hereinafter defined):

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For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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Note 12. Funded and Long-Term Debt (Continued) 2008 Revenue Refunding Bonds (Refunded and Optionally Redeemed – December 2018) (Continued) 2008A Revenue Refunding Bonds: The 2008A Revenue Refunding Bonds were outstanding as Variable Rate Bonds in an Index Rate Mode (as defined under the 1998 Revenue Bond Indenture). In particular, on July 15, 2016, the 2008A Revenue Refunding Bonds were converted from a Weekly Mode (as defined in the 1998 Revenue Bond Indenture) to the LIBOR Index Rate Mode (as defined in the Twelfth Supplemental Indenture), Upon conversion, the 2008A Revenue Refunding Bonds were subject to mandatory tender for purchase and were directly purchased by Bank of America, N.A. ("B of A") pursuant to and in accordance with a Continuing Covenant Agreement, dated as of July 1, 2016, between the Authority and B of A. On the date of conversion, the letter of credit previously providing credit enhancement and liquidity for the 2008A Revenue Refunding Bonds was terminated. While in the LIBOR Index Rate Mode, the 2008A Revenue Refunding Bonds bore interest at a LIBOR Index Rate (as defined in the Twelfth Supplemental Indenture) for which interest is reset on the first business day of each month. Such interest rate was calculated two (2) London Business Days preceding the first business day of each month as the then applicable LIBOR Index Rate (as defined in the Twelfth Supplemental Indenture). Pursuant to the Continuing Covenant Agreement with B of A and the Twelfth Supplemental Indenture, the 2008A Revenue Refunding Bonds were subject to mandatory purchase by the Authority on July 15, 2020. If such 2008A Revenue Refunding Bonds were not purchased by the Authority on such date, the 2008A Revenue Refunding Bonds may, to the extent no event of default exists, remain held by B of A and subject to amortization payments from the Authority until the earlier of (i) three years from the mandatory purchase date, (ii) the date upon which such bonds are converted to an interest rate other than the Index rate, and (iii) the date on which such bonds are redeemed, repaid, prepaid or cancelled in accordance with the 1998 Revenue Bond Indenture. Optional Redemption: While in the LIBOR Index Rate Mode, the 2008A Revenue Refunding Bonds were subject to optional redemption by the Authority, in whole or in part, in Authorized Denominations ($100,000 and any integral multiple of $5,000 in excess thereof), on any Business Day, at a redemption amount equal to the, principal amount thereof, plus, accrued interest, if any, to the redemption date; provided, however, that certain fees are payable to B of A (i) upon any optional redemption prior to July 1, 2017 and (ii) if B of A incurs any loss, cost or expense as a result of such redemption. The 2008A bonds, in the amount of $100,120, were refunded and redeemed on December 18 and December 19, respectively. The bank purchase loan with B of A was also terminated. 2008B Revenue Refunding Bonds: The 2008B Revenue Refunding Bonds were outstanding as Variable Rate Bonds in Weekly Mode as defined under the 1998 Revenue Bond Indenture. The 2008B Revenue Refunding Bonds were in the form of variable rate demand bonds (“VRDOs”) subject to purchase on the demand of the holder at a price equal to principal plus accrued interest on seven days’ notice and delivery to the Authority’s tender agent, TD Bank, N.A. The tender agent shall provide a copy of said notice to the applicable remarketing agent, who is authorized to use its best efforts to sell the repurchased bonds at a price equal to 100 percent of the principal plus accrued interest to the purchase date. Under an irrevocable Direct Pay Letter of Credit (“LOC”) issued by TD Bank, N.A., the Trustee or the remarketing agent was entitled to draw an amount sufficient to pay the purchase price of the bonds delivered to it.

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For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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Note 12. Funded and Long-Term Debt (Continued) 2008 Revenue Refunding Bonds (Refunded and Redeemed – December 2018) (Continued) 2008B Revenue Refunding Bonds (Continued) In November 2017, the Authority and TD Bank, N.A. executed documents extending the expiring TD Bank, N.A. LOC for a five-year term, at extremely attractive LOC facility fee rates. The Authority expected to achieve savings approaching $1.0 million during this five-year period. The LOC with TD Bank, N.A., which supported the 2008B Revenue Refunding Bonds, had a stated expiration date of December 31, 2022. Optional Redemption: While in the Weekly Mode, the 2008B Revenue Refunding Bonds were subject to optional redemption by the Authority, in whole or in part, in Authorized Denominations on any Business Day, at redemption price equal to the principal amount thereof, plus accrued interest, if any, to the Redemption Date. The 2008B Revenue Refunding Bonds, totaling $111,240, were refunded and redeemed on December 18 and December 19, respectively. The LOC with TD Bank was terminated as a result of this transaction. Refunding of 2008 Revenue Refunding Bonds: All of the 2008 Revenue Bonds (Series A & B) totaling $211,360 were refunded on December 18th with the proceeds from the issuance of the 2018 Revenue Refunding Bonds Series B in the amount of $404,060, and other available funds of the Authority, and were redeemed at 100% of the redemption price on December 19, 2018. As of December 31, 2018, there were no 2008 Revenue Refunding Bonds outstanding. 2010 Revenue Refunding Bonds (Refunded and Redeemed December 2018): On March 31, 2010, the Authority issued $350,000 in Revenue Refunding Bonds (the “2010 Revenue Refunding Bonds”). The 2010 Revenue Refunding Bonds were issued to provide funds, together with other available funds, to (i) currently refund $349,360 aggregate principal amount of the Authority’s outstanding Revenue Bonds, Series of 1999, (ii) fund any required deposit to the 1998 Debt Service Reserve Fund, and (iii) pay the costs of issuance of the 2010 Revenue Refunding Bonds. The 2010 Revenue Refunding Bonds were issued pursuant to the 1998 Revenue Bond Indenture. The 2010 Revenue Refunding Bonds, together with all other indebtedness outstanding under the 1998 Revenue Bond Indenture and any parity obligations hereafter issued under the 1998 Revenue Bond Indenture, were 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 held by the Authority or the Trustee in any Fund created or established under the 1998 Revenue Bond Indenture and (iii) the proceeds of all the foregoing, except for the moneys, instruments and securities held in the 1998 General Fund and the 1998 Rebate Fund. The 2010 Revenue Refunding Bonds were delineated into the following four (4) subseries including the 2010A-1 Revenue Refunding Bonds, the 2010A-2 Revenue Refunding Bonds, the 2010B Revenue Refunding Bonds and the 2010C Revenue Refunding Bonds (hereinafter defined):

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For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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Note 12. Funded and Long-Term Debt (Continued) 2010 Revenue Refunding Bonds (Refunded and Redeemed December 2018) (Continued) 2010A-1 Revenue Refunding Bonds: The 2010A-1 Revenue Refunding Bonds were outstanding as Variable Rate Bonds in an Index Rate Mode (as defined under the 1998 Revenue Bond Indenture). In particular, on July 15, 2016, the 2010A-1 Revenue Refunding Bonds were converted from a Weekly Mode (as defined in the 1998 Revenue Bond Indenture) to the LIBOR Index Rate Mode (as defined in the Eleventh Supplemental Indenture). Upon conversion, the 2010A-1 Revenue Refunding Bonds were subject to mandatory tender for purchase and were directly purchased by B of A pursuant to and in accordance with a Continuing Covenant Agreement, dated as of July 1, 2016, between the Authority and B of A. On the date of conversion, the letter of credit previously providing credit enhancement and liquidity for the 2010A-1 Revenue Refunding Bonds was terminated.

While in the LIBOR Index Rate Mode, the 2010A-1 Revenue Refunding Bonds bore interest at a LIBOR Index Rate (as defined in the Eleventh Supplemental Indenture) for which interest is reset on the first business day of each month. Such interest rate is calculated two (2) London Business Days preceding the first business day of each month as the then applicable LIBOR Index Rate (as defined in the Eleventh Supplemental Indenture).

Pursuant to the Continuing Covenant Agreement with B of A and the Eleventh Supplemental Indenture, the 2010A-1 Revenue Refunding Bonds were subject to mandatory purchase by the Authority on July 15, 2020. If such 2010A-1 Revenue Refunding Bonds were not purchased by the Authority on such date, the 2010A-1 Revenue Refunding Bonds may, to the extent no event of default exists, remain held by B of A and subject to amortization payments from the Authority until the earlier of (i) three years from the mandatory purchase date, (ii) the date upon which such bonds were converted to an interest rate other than the Index rate, and (iii) the date on which such bonds were redeemed, repaid, prepaid or cancelled in accordance with the 1998 Revenue Bond Indenture. The Authority refunded the 2010A-1 Revenue Refunding Bonds on December 18, 2018, in the amount of $51,305, which were then redeemed on December 19, 2018. The bank purchase loan agreement with B of A was also terminated.

As December 31, 2018, there were no outstanding 2010A-1 Revenue Refunding Bonds.

2010A-2 Revenue Refunding Bonds: The 2010A-2 Revenue Refunding Bonds were outstanding as Variable Rate Bonds in an Index Rate Mode (as defined under the 1998 Revenue Bond Indenture). In particular, on July 15, 2016, the 2010A-2 Revenue Refunding Bonds were converted from a Weekly Mode (as defined in the 1998 Revenue Bond Indenture) to the LIBOR Index Rate Mode (as defined in the Eleventh Supplemental Indenture). Upon conversion, the 2010A-2 Revenue Refunding Bonds were subject to mandatory tender for purchase and were directly purchased by TD Bank, N.A. (“TD”) pursuant to and in accordance with a Continuing Covenant Agreement, dated as of July 1, 2016, between the Authority and TD. On the date of conversion, the letter of credit previously providing credit enhancement and liquidity for the 2010A-2 Revenue Refunding Bonds was terminated.

While in the LIBOR Index Rate Mode, the 2010A-2 Revenue Refunding Bonds bear interest at a LIBOR Index Rate (as defined in the Eleventh Supplemental Indenture) for which interest is reset on the first business day of each month. Such interest rate is calculated two (2) London Business Days preceding the first business day of each month as the then applicable LIBOR Index Rate (as defined in the Eleventh Supplemental Indenture).

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For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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Note 12. Funded and Long-Term Debt (Continued) 2010 Revenue Refunding Bonds (Refunded and Redeemed December 2018) (Continued) 2010A-2 Revenue Refunding Bonds (Continued) Pursuant to the Continuing Covenant Agreement with TD and the Eleventh Supplemental Indenture, the 2010A-2 Revenue Refunding Bonds were subject to mandatory purchase by the Authority on July 15, 2021. If such 2010A-2 Revenue Refunding Bonds were not purchased by the Authority on such date, the 2010A-2 Revenue Refunding Bonds may, to the extent no event of default exists, remain held by TD and subject to amortization payments from the Authority until the earlier of (i) three years from the mandatory purchase date, (ii) the date upon which such bonds are converted to an interest rate other than the Index rate, and (iii) the date on which such bonds were redeemed, repaid, prepaid or cancelled in accordance with the 1998 Revenue Bond Indenture. Optional Redemption: While in the LIBOR Index Rate Mode, the 2010A-2 Revenue Refunding Bonds were subject to optional redemption by the Authority, in whole or in part, in Authorized Denominations ($100,000 and any integral multiple of $5,000 in excess thereof), on any Business Day, at a redemption equal to the, principal amount thereof, plus, accrued interest, if any, to the redemption date; provided, however, that certain fees are payable to TD (i) upon any optional redemption prior to July 1, 2017 and (ii) if TD incurs any loss, cost or expense as a result of such redemption. Refunding of the 2010A-2 Revenue Refunding Bonds: The Authority refunded the 2010A-2 Revenue Refunding Bonds, in the amount of $55,330, on December 18, 2018, and redeemed them on December 19, 2008. The bank purchase loan agreement with TD Bank was terminated. Therefore, as of December 31, 2018, the 2010 A-2 Revenue Refunding Bonds were no longer outstanding.

2010B Revenue Refunding Bonds: The 2010B Revenue Refunding Bonds were outstanding as Variable Rate Bonds in Weekly Mode as defined under the 1998 Revenue Bond Indenture. The 2010B Revenue Refunding Bonds were in the form of VRDOs subject to purchase on the demand of the holder at a price equal to principal plus accrued interest on seven days’ notice and delivery to the Authority’s tender agent, TD Bank, N.A. The tender agent shall provide a copy of said notice to the applicable remarketing agent, who is authorized to use its best efforts to sell the repurchased bonds at a price equal to 100 percent of the principal plus accrued interest to the purchase date. Under an irrevocable Direct Pay Letter of Credit (“LOC”) issued by Barclays, the Trustee or the remarketing agent is entitled to draw an amount sufficient to pay the purchase price of the bonds delivered to it. The existing LOC with Barclays expired in March and Barclays extended the LOC for a term of four years and has a stated expiration date of March 18, 2022. Optional Redemption: While in the Weekly Mode, the 2010B Revenue Refunding Bonds were subject to optional redemption by the Authority, in whole or in part, in Authorized Denominations on any Business Day, at redemption price equal to the principal amount thereof, plus accrued interest, if any, to the Redemption Date. Refunding of 2010B Revenue Refunding Bonds: The 2010B Revenue Refunding Bonds, in the amount of $106,635 were refunded on December 18th, and redeemed on December 19th. The LOC with Barclays Bank was cancelled. At December 31, 2018, there were no outstanding 2018B Revenue Refunding bonds.

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For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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Note 12. Funded and Long-Term Debt (Continued) 2010 Revenue Refunding Bonds (Refunded and Redeemed December 2018) (Continued) 2010C Revenue Refunding Bonds: The 2010C Revenue Refunding Bonds were outstanding as Variable Rate Bonds in an Index Rate Mode (as defined under the 1998 Revenue Bond Indenture). In particular, on June 9, 2016, the 2010C Revenue Refunding Bonds were converted from a Weekly Mode (as defined in the 1998 Revenue Bond Indenture) to the LIBOR Index Rate Mode (as defined in the Tenth Supplemental Indenture). Upon conversion, the 2010C Revenue Refunding Bonds were subject to mandatory tender for purchase and were directly purchased by Wells Fargo Bank, N.A. (“Wells”) pursuant to and in accordance with a Continuing Covenant Agreement, dated as of July 1, 2016, between the Authority and Wells. On the date of conversion, the letter of credit previously providing credit enhancement and liquidity for the 2010C Revenue Refunding Bonds was terminated.

While in the LIBOR Index Rate Mode, the 2010C Revenue Refunding Bonds bear interest at a LIBOR Index Rate for which interest is reset on the first business day of each month. Such interest rate is calculated two (2) London Business Days preceding the first business day of each month as the then applicable LIBOR Index Rate. Pursuant to the Continuing Covenant Agreement with Wells and the Tenth Supplemental Indenture, the 2010C Revenue Refunding Bonds were subject to mandatory purchase by the Authority on June 9, 2021.

If such 2010C Revenue Refunding Bonds are not purchased by the Authority on such date, the 2010C Revenue Refunding Bonds may, to the extent no event of default exists, remain held by Wells and subject to amortization payments from the Authority until the earlier of (i) three years from the mandatory purchase date, (ii) the date upon which such bonds are converted to an interest rate other than the Index rate, and (iii) the date on which such bonds are redeemed, repaid, prepaid or cancelled in accordance with the 1998 Revenue Bond Indenture.

Optional Redemption: While in the LIBOR Index Rate Mode, the 2010C Revenue Refunding Bonds were subject to optional redemption by the Authority, in whole or in part, in Authorized Denominations ($100,000 and any integral multiple of $5,000 in excess thereof), on any Business Day, at a redemption equal to the, principal amount thereof, plus, accrued interest, if any, to the redemption date; provided, however, that certain fees are payable to Wells (i) upon any optional redemption prior to July 1, 2017 and (ii) if Wells incurs any loss, cost or expense as a result of such redemption.

Refunding of 2010C Revenue Refunding Bonds: The Authority refunded the 2010C Revenue Refunding Bonds in the amount of $35,535, on December 18, 2018, and terminated the floating rate bank purchase loan with Wells Fargo Bank, as a result of this transaction. As of December 31, 2018, there were no outstanding 2010C Revenue Refunding Bonds. Refunding and Redemption of all Variable Rate Debt (2008 and 2010 Revenue Refunding Bonds In summary, all the 2008 and 2010 Revenue Refunding Bonds, totaling $460,165 in principal, were refunded with proceeds from the issuance of $404,060 in 2018B Revenue Refunding Bonds and other available funds of the Authority, on December 18, 2018. As a result there were no outstanding 2008 and 2010 variable rate bonds outstanding as of December 31, 2018.

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For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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Note 12. Funded and Long-Term Debt (Continued) Bond Defeasement 2010 Revenue Bonds Series D (Defeased November 18, 2018): On July 15, 2010, the Authority issued $308,375 in Revenue Bonds, Series D of 2010 (the “2010 Revenue Bonds”). The 2010 Revenue Bonds were issued by means of a book-entry-only system evidencing ownership and transfer of 2010 Revenue Bonds on the records of The Depository Trust Company, New York, New York (“DTC”), and its participants. Interest on the 2010 Revenue Bonds will be payable semi-annually on January 1 and July 1 of each year commencing January 1, 2011 (each an “Interest Payment Date”). The 2010 Revenue Bonds were issued pursuant to the Compact, the New Jersey Act, the Pennsylvania Act (as such terms are defined herein) and an Indenture of Trust, dated as of July 1, 1998, by and between the Authority and TD Bank, N.A., Cherry Hill, New Jersey, as successor to Commerce Bank, N.A. (the “Trustee”), as supplemented by a First Supplemental Indenture, dated as of July 1, 1998, a Second Supplemental Indenture, dated as of August 15, 1998, a Third Supplemental Indenture, dated as of December 1, 1999, a Fourth Supplemental Indenture, dated as of October 1, 2007, a Fifth Supplemental Indenture, dated as of July 15, 2008, a Sixth Supplemental Indenture, dated as of March 15, 2010, and a Seventh Supplemental Indenture, dated as of July 1, 2010 (collectively, the “1998 Revenue Bond Indenture”). The 2010 Revenue Bonds were issued for the purpose of: (i) financing a portion of the costs of the Authority’s approved Capital Improvement Program; (ii) funding the Debt Service Reserve Requirement for the 2010 Revenue Bonds; and (iii) paying the costs of issuance of the 2010 Revenue Bonds (Series D). (Note: As per its 2008 Reimbursement Resolution, upon issuance of the 2010 Revenue Bonds, the Authority reimbursed its General Fund, for approximately $100 million, for prior capital expenditures made during the period October 2008 through July 2010). The 2010 Revenue Bonds were limited obligations of the Authority and are payable solely from the sources referred to in the 2010 Revenue Bonds and the 1998 Revenue Bond Indenture. Neither the credit nor the taxing power of the Commonwealth of Pennsylvania (the “Commonwealth”) or the State of New Jersey (the “State”) or of any county, city, borough, village, township or other municipality of the Commonwealth or the State is or shall be pledged for the payment of the principal, redemption premium, if any, or interest on the 2010 Revenue Bonds. The 2010 Revenue Bonds are not and shall not be deemed to be a debt or liability of the Commonwealth or the State or of any such county, city, borough, village, township or other municipality, and neither the Commonwealth nor the State nor any such county, city, borough, village, township or other municipality is or shall be liable for the payment of such principal or, redemption premium, or interest. The Authority has no taxing power. Optional Redemption: The 2010 Revenue Bonds were subject to redemption at the option of the Authority, prior to maturity, in whole or in part (and if in part, in such order of maturity or within a maturity as the Authority shall specify, or if the Authority shall fail to specify, by lot or by such other method as the Paying Agent determines to be fair and reasonable and in any principal amount in Authorized Denominations) at any time on or after January 1, 2020. Any such redemption shall be made at a redemption price equal to 100% of the principal amount of the 2010 Bonds to be redeemed, plus accrued interest to the Redemption Defeasement of the 2010D Revenue Bonds: The Authority defeased the 2010 Revenue Bonds (Series D), totaling $308,375, on November 18, 2018, using $281,304 from its General Fund, and $39,569 from other available Authority funds. Funds were placed in an irrevocable trust (escrow) for future payment on the January 1, 2020 call date. (As of December 31, 2018, $304.8 million was held in escrow, principally in US Treasury Notes). There were no outstanding 2010D Revenue Bonds outstanding on December 31, 2018.

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For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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Note 12. Funded and Long-Term Debt (Continued) Debt Authorized but not Issued At its August 2013 meeting, the Authority’s Board authorized the issuance, sale and delivery of up to $550,000 in taxable or tax-exempt fixed rate bonds, to fund the 5-year 2013 Capital Plan (DRPA-13-094). This resolution rescinded and repealed all prior resolutions (DRPA-09-064 and DRPA-13-030) and any prior inconsistent resolutions. In December 2013, the Authority issued $476,600 in fixed rate bonds (the 2013 Revenue Bonds) based on this resolution, $73,400 remained unissued under this Board resolution. Resolution 16-055: This resolution, approved by the Board at its April 20, 2016 meeting, authorized the Authority to issue up to $400 million in “fixed or variable rate refunding bonds by direct placement or private purchase”, in order to purchase or refund, all, or a portion of, the existing variable rate bonds (2008 and 2010 revenue refunding bonds). Note, however, that while Resolution 16-055 authorized a debt issuance, the tax law passed by Congress in December 2017 has prohibited “advance refunding” therefore, the debt authorization provided by Resolution 16-055 cannot be effectuated. Resolution DRPA-16-098: At its September 21, 2016 meeting, the Authority’s Board authorized the Authority to issue Revenue Refunding Bonds “in an aggregate principal amount not to exceed $960.0 million,“ “to advance refund and redeem all or a portion of the outstanding” 2010D and 2013 Revenue Bonds, “to effect interest cost savings for the Authority, and, to the extent deemed economically advantageous and fiscally prudent, amend, replace or terminate any or all of the Authority’s outstanding Interest Rate Swap Agreements.” Resolution DRPA-16-098 also authorized the Authority to refund outstanding Variable Rate Revenue Bonds associated with the Inter Rate Swap Agreements, if deemed advantageous and prudent based on market and other factors. (The “Swap Refunding Bonds, if issued shall be issued as fixed rate bonds in an aggregate principal amount”, not to exceed $600.0 million.)

1. Defeasement and Redemption of 2010D Bonds (DRPA #18-007): On November 18, the 2010D Bonds, in the amount of $308,375 were defeased, through use of $281,304 in General Fund monies and other funds available to the Authority, as authorized by DRPA #18-007. The 2013 Revenue Bonds remain outstanding, however, as the authorization for an advance refunding cannot be effectuated, as mentioned previously.

2. Termination of Swaps: The 1995 and 1999 Revenue Bond Swaps were terminated on December 6 and then cash-settled on December 18, in the amounts of $28,050 and $35,721, respectively, from proceeds as a result of the issuance of the 2018 Revenue Refunding Bonds, Series B and C (federally taxable), and the use of other funds available to the Authority. The 2000 swaptions, with B of A, though “inactive, were also cash-settled using Authority funds on December 12.

3. Refunding of Variable Rate Bonds: On December 18, 2018, the 2018 Revenue Refunding Bonds (Series B) were issued in the amount of $404,060, which were used, along with other funds available to the Authority, to fully redeem all of the outstanding variable rate bonds (2008 and 2010 Revenue Refunding Bonds).

Resolution DRPA #18-008: This resolution authorized the issuance of up to $350.0 million in new revenue bonds, subject to market conditions. On December 18, the Authority issued $273,475 in new revenue bonds (2018A Revenue Bonds), as per the resolution leaving $76,525 in unissued bonds.

These authorizations provide (d) flexibility for the Authority to engage in the aforementioned transactions, under the right conditions, but these authorizations do not obligate the Authority to execute any of the aforementioned transactions.

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For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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Note 12. Funded and Long-Term Debt (Continued) Bond Ratings Moody’s Investors Service Bond Ratings (Moody’s): Concurrent with the issuance of the $153,030 in Port District Project Refunding Bonds, on November 30, 2012, Moody’s affirmed the ratings on all Authority Revenue and Port District Project Bonds; however, the outlook improved from “negative” to “stable” on all bonds. (This represented the first change in Moody’s ratings since it had assigned a “negative” outlook on all the Authority’s bonds in March of 2010). Concurrent with the Authority’s issuance of the $476,600 in new revenue bonds, in its report dated November 22, 2013, Moody’s assigned a rating of “A3” to the 2013 Revenue Bonds, and affirmed its existing ratings on all Authority bonds (revenue bonds at “A3”, port district bonds at “Baa3”). The outlook remained at “stable” for all bonds. On December 11, 2015, Moody’s affirmed its ratings on all Authority bonds. In its report dated October 31, 2017, Moody’s upgraded its bond ratings on all Authority outstanding bonds. The revenue bonds were upgraded from ‘A3’ to ‘A2’ and the port district project bonds were upgraded from ‘Baa3’ to ‘Baa2,’ all bonds being assigned a “stable outlook.” This is the first Moody’s upgrade of the Authority’s bonds in over a decade. In its report, Moody’s cited a number of core strengths of the Authority including: ”positive traffic momentum,” “a strong liquidity profile,” ”a manageable capital program and, “no-near term debt needs until 2021”, all key factors supporting the ratings increases. On November 16, 2018, just prior to the issuance of the 2018 Revenue Bonds (Series A, B and C), Moody’s assigned a “A2” rating to the new bonds, and affirmed the rating on the Authority’s existing revenue bonds at “A2”.The Port District Project bonds were also affirmed at “Baa2”. The ratings outlook was changed to “positive” from “stable.” As of December 31, 2018, these ratings and outlook remained in place. Standard & Poor’s Ratings Services Bond Ratings (S&P): Concurrent with the issuance of $153,030 in Port District Project Refunding Bonds, on November 30, 2012, S&P affirmed the ratings on all Authority Revenue and Port District Project Bonds; however, the outlook improved from “stable” to “positive” on all bonds. (This represented the first change in S&P’s ratings outlook since it had assigned a “stable” outlook on all the Authority’s bonds since July 2009). Concurrent with the Authority’s issuance of $476,600 in new revenue bonds, in its report dated November 27, 2013, S&P assigned a rating of “A” on the new series, and upgraded the Authority’s ratings on both its revenue and refunding bonds (from “A-“ to “A”) and on its port district project bonds (from “BBB-“ to “BBB”). The outlook was “stable” for all Authority bonds. On December 23, 2014, S&P reaffirmed the Authority’s ratings for all of its Revenue/ Revenue Refunding and Port District Project bonds, at “A” and “BBB,” respectively, with a stable outlook. On April 21, 2016, S&P issued a bond ratings report on the Authority’s debt, using its new joint ratings criteria, wherein the Authority’s Port District Project (PDP) Bonds were upgraded from “BBB” to “A-“ (with stable outlook) and the Revenue Bonds were affirmed at “A”, with a stable outlook. S&P cited the Authority’s historical performance against budget, its strong financial stability and liquidity (including its capital “pay-go” fund), and its affordable 5-year capital plan of $662.4 million, as underlying strengths supporting its ratings actions In its report dated August 1, 2017, S&P reaffirmed the Authority’s ratings on both its revenue and port district project bonds. The report cited “historically strong liquidity levels, ““DRPA’s long history of stable transaction and revenue growth,” “the maintenance of good debt service coverage, and “conservative” capital and operating budgets.

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For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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Note 12. Funded and Long-Term Debt (Continued) Bond Ratings (Continued) Standard & Poor’s Ratings Services Bond Ratings (S&P)(Continued) On November 16, 2018, just prior to the issuance of $700,505 million in 2018 Revenue Bonds (Series A, B and C), S&P assigned a rating of “A+” to the new bonds and upgraded its underlying rating on the existing revenue bonds to “A+” from “A”, with a stable outlook. The Authority Port District Project Bonds were also upgraded to “A” from “A-“, with a stable outlook. The upgrade reflected the application of S&P’s new updated ratings criteria, published on March 12, 2018. S&P cited the Authority’s “very strong enterprise risk profile and strong financial risk profile”, which supported the upgrade decision. As of December 31, 2018, these ratings and outlook remained in place. Note 13. Government Contributions for Capital Improvements, Additions and Other Projects The Authority receives contributions in aid for financing capital improvements to the rapid transit system from the Federal Transit Administration and other government agencies. Capital improvement grant funds of $24,782 and $7,557 were received in December 31, 2018 and December 31, 2017, respectively. The Authority receives federal and state grants for specific construction purposes that are subject to review and audit by the grantor agencies. Although such audits could result in disallowances under terms of the grants, it is the opinion of management that any required reimbursements will not be material to the Authority’s net position. Note 14. Contingencies Public liability claim exposures are self-insured by the Authority within its self-insured retention limit of $5 million for each occurrence, after which, exists a claims-made excess liability policy with a limit of $25 million per occurrence, in the aggregate, to respond to any large losses exceeding the self-retention. The following is a summary of the claims and judgments liability of the Authority for the periods ended December 31, 2018 and December 31, 2017:

There have been no settlements that exceed the Authority’s coverage for those periods.

Claims and Judgments 12/31/2018 12/31/2017

Beginning balance 4,087$ 4,288$ Incurred claims 2,606 793 Payment of claims (5,014) (994) Ending balance 1,678$ 4,087$

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For the Period Ended December 31, 2018 and Year ended December 31, 2017 (dollars expressed in thousands)

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Note 14. Contingencies (Continued) In addition, the Authority self-insures the initial $1 million self-insured retention, per accident, for workers’ compensation claims, after which a $25 million limit of excess workers’ compensation insurance is provided by the policy to respond to significant worker compensation injuries. PATCO, however, self-insures the initial $1 million limit, per accident, for workers’ compensation claims, after which a $5 million limit of excess workers’ compensation insurance is retained to respond to significant claims. The following is a summary of the self-insurance liability of the Authority for workers’ compensation claims for the periods ended December 31, 2018 and December 31, 2017:

There have been no settlements that exceed the Authority’s coverage for those periods. The Authority is involved in various actions arising in the ordinary course of business and from workers’ compensation claims. In the opinion of management, the ultimate outcome of these actions will not have a material adverse effect on the Authority’s combined net position and combined results of operations. The Authority purchases commercial insurance for all other risks of loss, e.g. bridge and non-bridge property, crime, terrorism, etc. The Authority reviews annually, and where appropriate, adjusts policy loss limits and deductibles as recommended by its insurance consultants in response to prevailing market conditions, loss experience, and revenues. Policy loss limits are established with the professional assistance of independent insurance broker consultants to ensure that sufficient coverage exists to accommodate the maximum probable loss that may result in the ordinary course of business. Per Article 5.11 of the 1998 Bond Indenture, “...the Authority must maintain with responsible insurers all insurance required….to provide against loss of or damage to the Facilities and loss of Revenues...to protect the interests of the Authority and the Bondholders.” The Authority must submit in writing certifications, by “the Insurance Consultant” to the bond trustee, by April 30 of each year, stating that it has sufficient coverage with regards to “multi-risk insurance” (on DRPA and PATCO facilities), “use and occupancy insurance” (i.e., business interruption), etc., in compliance with the Indenture of Trust. The certifications must provide “in reasonable detail the insurance then in effect pursuant to” Section 5.11 and also must state whether, during the calendar year, any facility has been “materially damages or destroyed, and if so, the amount of insurance proceeds covering such loss or damage…” As advised in the certification, during 2018, the Authority did not experience any material damages related to its facilities. The Authority submitted its annual certification to the bond trustee, for the year ending December 31, 2017, prior to the deadline, on March 23, 2018.

Self-Insurance 12/31/2018 12/31/2017Beginning balance 4,374$ 4,152$ Incurred claims 5,238 3,458 Payment of claims (4,866) (3,236) Other - administrative fees, recoveries - Ending balance 4,746$ 4,374$

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Note 15. Commitments Development Projects: In support of previously authorized economic development projects, the DRPA’s Board of Commissioners authorized loan guarantees to various banks to complete the financing aspects of a particular project. The Authority’s Board authorized loan guarantees in an amount not to exceed $27,000, prior to 2011 when the Board stopped funding new economic development projects. Home Port Alliance Loan Guarantee: On June 6, 2012, the Authority negotiated a three-year extension of the existing $900 loan guarantee that supports a loan from TD Bank, N.A. to the Home Port Alliance for the Battleship New Jersey. The loan guarantee expired on June 6, 2015. In April 2015, the Authority’s Board authorized the Authority to extend the loan guaranty for a ten-year period (DRPA-15-048) in the amount of $800. As of December 31, 2018, this is the only outstanding loan guarantee. The Authority has made no cash outlays related to this guarantee. Community Impact: The Authority has an agreement with the City of Philadelphia (City) for Community Impact regarding the PATCO high-speed transit system (“Locust Street Subway Lease”). The agreement expires on December 31, 2050. In 2017, the base amount payable to the City totaled $3,291 as adjusted for cumulative increases in the Consumer Price Index (CPI) between 1999 and 2016. Base payments in 2017 equaled the previous year’s base payment adjusted by any increase in the CPI for 2017. For the years 2018 through 2050, the annual base payment shall equal one dollar. The Authority made its annual payment, in the amount of one dollar, to the City, in January 2018. In addition, for the duration of the lease, the Authority is required to annually create a PATCO Community Impact Fund in the amount of $500, with payment of such fund to be divided annually between communities within the Commonwealth and the State, based on PATCO track miles in the respective states. The estimated minimum commitment at December 31, 2018, is as follows:

Redevelopment Fee: The Authority, pursuant to a January 2016 amendment to an original agreement dated December 31, 1991, is obligated to pay a net redevelopment fee to the City of Camden Redevelopment Agency in the amount of $363 annually, as an “ongoing yearly obligation”. This fee is paid annually on or about July 1. The Authority made its annual payment for this obligation in 2018. OCIP Letters of Credit: In May 2008, the Authority entered into two new separate irrevocable (evergreen) standby Letters of Credit (“LOC”) with TD Bank, N.A. (formerly Commerce Bank) and Wachovia Bank, in support of the Authority’s “Owner Controlled Insurance Program (OCIP).” Under this insurance program, the Authority purchased various insurance policies and eligible contractors working on major capital construction projects enrolled into the OCIP. The original LOC with Wells Fargo Bank (formerly Wachovia Bank) was for a four-year term in the amount of $5,000 with an expiration date of May 7, 2012. The LOC with TD Bank, N.A. (formerly Commerce Bank) was in an initial amount of $3,015 and automatically increased annually each May, in the amount of $816, until it expired on May 7, 2012.

Year Amount

2019 500 2020 500 2021 500 2022 500 Thereafter 13,500

15,500$

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Note 15. Commitments (Continued) OCIP Letters of Credit (Continued) The OCIP program was subsequently renewed in 2010, 2013 and 2014, and finally expired on December 31, 2014. During this period, the LOCs were reduced after consultation and approval by the insurance carrier. Although the OCIP program ended in 2015 (the Railroad Protective Liability policy was extended to March of 2015 to meet the completion date of the project), the insurance carrier, AIG required the Authority to maintain the required LOC coverage to cover anticipated Workers’ Compensation and General Liability claims. Statutes of Limitations for filing Workers’ Compensation claims, whether based on an occupational disability or a physical injury, vary from state-to-state. In New Jersey, there is a two-year Statute of Limitations (SOL). Pennsylvania has a three-year SOL. The administration responsibilities for the closeout of the OCIP (September 7, 2008 to March 31, 2015) will remain open until:

• either the expiration of the Statue of Limitations (2 years in NJ and 3 years in PA);

• the date all claims are closed (but, no later than 3 years from the expiration date of December 31, 2014) or;

• the purchase of a “buy-out” (a stipulated sum in which AIG assumes all further financial responsibilities for claims or other obligations under the OCIP to allow DRPA to close its books financially (our letter of credit valued at $5.5 million makes this option possible) with respect to the OCIP.

Pursuant to DRPA-15-064, the board approved the renewal of the LOC in 2015, with TD Bank with an expiration date of December 31, 2016 in the amount of $5,462. AIG agreed to lower the LOC from $5,462 to $793 and the LOC was subsequently renewed at a lower principal amount in December 2016, to expire on December 31, 2017. Based on its review, in 2017, AIG agreed to a further reduction in the LOC to $398. The Authority renewed the LOC at the new figure of $398 to expire December 31, 2018. On December 10, 2018, based on its review, AIG agreed to another reduction in the LOC to $156. The Authority renewed the LOC in the amount of $156, on December 31, 2018, for one year, to expire December 31, 2019. Direct Pay Letter of Credit (2008B Revenue Refunding Bonds) – Terminated December 2018: Until it was terminated, the Authority had one remaining LOC associated with the 2008 Revenue Refunding Bonds. The Authority’s 2008 Revenue Refunding Bonds (Series B) were secured by an irrevocable transferable Direct Pay Letter of Credit (“LOC”) issued by TD Bank, N.A., in the initial amount of $191,800, respectively. The Authority entered into separate Reimbursement Agreements with each credit provider to facilitate the issuance of said LOC. Each LOC was in an original stated amount which is sufficient to pay the unpaid principal amount of and up to fifty-three (53) days of accrued interest (at a maximum interest rate of 12%) on the related 2008B Revenue Refunding Bonds, when due, and the Purchase Price of the 2008B Revenue Refunding Bonds tendered or deemed tendered for purchase and not remarketed. The Credit Provider for the 2008B Revenue Refunding Bonds was only responsible for payments with respect to the 2008B Revenue Refunding Bonds for which the 2008B LOC was issued. The 2008B LOC was renewed in July of 2010 and which expired in July of 2013.

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Note 15. Commitments (Continued) Direct Pay Letter of Credit (2008B Revenue Refunding Bonds) – Terminated December 2018 (Continued) As described in the Official Statement for the 2008 Revenue Refunding Bonds, “any draw under Letter of Credit for principal, interest, or Purchase Price creates a reimbursement obligation on the part of the Authority that is secured by the 1998 Revenue Bond Indenture on a parity basis with the 2008 Revenue Refunding Bonds.” (Additional information related to this transaction and the accompanying Letters of Credit can be found under Note 12). The letter of credit for TD Bank, N.A. was to expire on December 31, 2017, but it was extended for a five (5) year term to expire December 31, 2020. Subsequent to this extension, on December 18, 2018, the 2008B Revenue Refunding Bonds were refunded, then redeemed, and the supporting LOC with TD Bank was terminated. Direct Pay Letters of Credit (2010B Revenue Refunding Bonds) – Terminated December 2018: When originally issued, the Authority’s 2010 Revenue Refunding Bonds (Series A, B and C), were secured by irrevocable transferable Direct Pay Letters of Credit (“LOC”) issued by three credit providers, the Bank of America, N.A., JP Morgan Chase Bank, N.A. and PNC Bank, N.A. in the initial amounts of $152.6 million, $152.6 million and $50.9 million, respectively. The Authority entered into separate Reimbursement Agreements with each credit provider to facilitate the issuance of said LOCs. These LOC’s were terminated in March 2013, and replaced with new letters of credit from Royal Bank of Canada (Series A), Barclay’s Bank PLC (Series B), and Bank of New York Mellon (Series C). Each LOC was an irrevocable transferable direct-pay obligation of the respective issuing Credit Provider to pay to the Trustee, upon request and in accordance with the terms thereof, amounts sufficient to pay the unpaid principal amount and up to fifty-three (53) days (or such greater number of days as required by the rating agencies) days’ accrued interest (at the maximum interest rate of 12%) on the related or 2010 B Revenue Refunding Bonds when due, whether at the stated maturity thereof or upon acceleration or call for redemption, and amounts sufficient to pay the Purchase Price of the 2010 A Revenue Refunding Bonds or the 2010 B Revenue Refunding Bonds, as applicable, tendered for purchase and not remarketed. A draw under a LOC for principal and interest or Purchase Price creates a Reimbursement Obligation (as defined in the 1998 Revenue Bond Indenture) on the part of the Authority. The Letters of Credit with Royal Bank and BNY Mellon were both to expire on March 18, 2016. As mentioned earlier, these two Letters of Credit were extended until August 1, 2016 and June 16, 2016, respectively, and were then replaced by bank Floating Rate Notes. (The LOC with BNY Mellon expired on June 16 and was replaced with a LIBOR-Indexed direct purchase with Wells Fargo Bank. Similarly, the LOC with Royal Bank was terminated and replaced by two LIBOR-Indexed direct purchase loans with the B of A and TD Bank, N.A.). The LOC with Barclays was to expire on March 20, 2015. However 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 to March 20, 2018. In February 2018, the Barclay’s LOC was extended for a four (4) period, to mature on March 18, 2022, at a slightly reduced facility fee rate. Subsequent to this extension, on December 18, 2018, the 2010 Revenue Refunding Bonds were refunded, then redeemed and the supporting LOC with Barclays Bank for the Series B bonds was terminated.

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Note 15. Commitments (Continued) Contractual Commitments: As of December 31, 2018, the Authority had board-approved contracts with remaining balances as follows:

NJ Customer Service Center Contract: In 2015, the Authority signed a contract to participate in the NJ Customer Service Center Contract, related to the implementation of new software system for the NJ E-ZPass group, of which the Authority is a member. (While the system went live in October 2017, it has not yet officially been “accepted” by the NJ E-ZPass agencies) In 2016, the Authority signed a memorandum of Agreement (MOA) related to this implementation, which also sets forth how “certain non-toll revenues and expenses of the NJ E-ZPass Group” incurred will be shared among the Agencies….”(DRPA-16-125), including the resolution of prior “negative customer balances”, which have accumulated under the old contract. Under this MOA, the Authority was assigned a “Revenue Allocation share” which resulted in an initial one-time cash payment of approximately $2.4 million in 2017, representing the Authority’s pro-rata share of the past negative balances. (It is anticipated that each year, each Agency will be required to pay its pro-rata of future negative cash balances, however, the anticipated annual “contribution” is expected to be significantly less given the initial large outlay of funds by each agency in 2017). The Authority had recognized this commitment on its books and had reduced 2016 toll revenues by the estimated $2.6 million to reflect this reduction in toll revenues. In May 2017, the actual invoice payment for this commitment came in at $2.351 million. Revenues for 2017 were adjusted upward by $249 to reflect this reduction in the amount due.

TotalBenjamin Franklin Bridge:

Bridge, Building and Pavement Repairs and Inspection 7,338$ Temporary Toll, Clerical, Administration and Custodial Workers 1,835 Toll, Revenue, Transportation, Processing and Systems Upgrade 1,410 ERP Consulting Services 23,833 Engineering Services - Program Management and Task Orders 3,761 Pedestrian Bike Ramp 2,932 Other 1,004

Walt Whitman Bridge:Design Services for NJ Approach 1,028 Painting Spans & Towers 2,395 Emergency Generator Replacement 54

Commodore Barry Bridge:Deleading and Repainting 14,462 Structural repairs & Other 8,403 Bridge Painting Phase I & II and Inspection 5,772 Bridge Resurfacing and Other 2,451

PATCO System:Car Overhaul Program 10,894 Elevators Installation 29,521 Station Enhancements 10,303 Westmont & Lindenwold Viaduct and Track Rehabilitation 24,443 Subway Structure, Center Tower & Other Rehabilitation 3,236

Other:Other Equipment, Services and System Upgrades 5,601

160,678$

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Note 16. Bridge and PATCO Fare Schedules Bridge Fares: On July 1, 2011, the approved new bridge toll schedule was implemented as follows:

Class 1 - Motorcycle 5.00$ Class 2 - Automobile 5.00 Class 3 - Two Axle Trucks 15.00 Class 4 - Three Axle Trucks 22.50 Class 5 - Four Axle Trucks 30.00 Class 6 - Five Axle Trucks 37.50 Class 7 - Six Axle Trucks 45.00 Class 8 - Bus 7.50 Class 9 - Bus 11.25 Class 10 - Senior Citizen (with 2 tickets only) 2.50 Class 13 - Auto with Trailer (1 axle) 8.75

PATCO Passenger Fares: On July 1, 2011, a new fare schedule was implemented as follows:

Lindenwold/Ashland Woodcrest 3.00$ Haddonfield/Westmont/Collingswood 2.60 Ferry Avenue 2.25 New Jersey 1.60 City Hall/Broadway/Philadelphia 1.40 Off-Peak Reduced Fare Program 0.70

As noted above, PATCO has a federally mandated reduced off-peak fare program for “elderly persons and persons with disabilities.” These off-peak rates increased from $0.62/trip to $0.70/trip. Frequent Bridge Traveler Credit: At its July 2015 meeting, the Authority’s Board approved a resolution, DRPA-15-090, to re-implement an $18 credit/18 trips per month for commuter passenger vehicles in the NJ E-ZPass system (the Authority is a member of this consortium). Programming to implement this initiative was finalized and the new “frequent bridge traveler credit” program became effective on December 1, 2015. In January 2016, frequent users received their first credit since reintroduction of the program. Approximately, $1.8 million was credited to customer accounts in 2018, based on activity. Deferral of CPI Based Toll Increase: In January 2017, the Authority’s Board approved resolution DRPA-17-002, which authorized the deferral of the CPI index based biennial toll increase. The toll increase was deferred from January 1, 2017 to January 1, 2019. The Authority performed a calculation to determine if a CPI-indexed toll rate change would be enacted for January 1, 2019, using CPI data for September 2018. Based on increases in the CPI for the calculation period, a toll rate increase would have become effective on January 1, 2019. However, the Authority’s Board determined that “sufficient revenues and bond project funds and General Fund “pay go” capital funds were available to fund the next four to five years of its capital plan. Therefore, on December 5, 2018, the Authority’s Board approved resolution DRPA#18-131, which authorized the deferral of the CPI-based biennial toll increase from January 1, 2019 to January 1, 2021.

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Note 17. New Governmental Accounting Pronouncements The Governmental Accounting Standards Board (GASB) has issued the following statements that have effective dates that may affect future financial presentations: Statement No. 75, Accounting and Financial Reporting for Postemployment Benefits Other Than Pensions. The primary objective of this Statement is to improve accounting and financial reporting by state and local governments for postemployment benefits other than pensions (other postemployment benefits or OPEB). It also improves information provided by state and local governmental employers about financial support for OPEB that is provided by other entities. The Statement will become effective for the Authority’s year ending December 31, 2018 and is expected to have a material impact on the basic financial statements. Statement No. 84, Fiduciary Activities. The primary objective of this Statement is to improve guidance regarding the identification of fiduciary activities for accounting and financial reporting purposes and how those activities should be reported. This Statement establishes criteria for identifying fiduciary activities of all state and local governments. The focus of the criteria generally is on (1) whether a government is controlling the assets of the fiduciary activity and (2) the beneficiaries with whom a fiduciary relationship exists. Separate criteria are included to identify fiduciary component units and postemployment benefit arrangements that are fiduciary activities. The Statement will become effective for the Authority’s year ending December 31, 2018 and is not expected to have a material impact on the basic financial statements. Statement No. 86, Certain Debt Extinguishment Issues. The primary objective of this Statement is to improve consistency in accounting and financial reporting for in-substance defeasance of debt by providing guidance for transactions in which cash and other monetary assets acquired with only existing resources, resources other than the proceeds of refunding debt, are placed in an irrevocable trust for the sole purpose of extinguishing debt. This Statement also improves accounting and financial reporting for prepaid insurance on debt that is extinguished and notes to financial statements for debt that is defeased in substance. The Statement will become effective for the Authority’s year ending December 31, 2018 and its implementation is dependent upon whether such extinguishment transactions are executed by the Authority. Note 18. Blended Component Unit Port Authority Transit Corporation (PATCO) is a wholly owned subsidiary of the Delaware River Port Authority (DRPA) established to operate and maintain the rapid transit system owned and constructed by DRPA. PATCO and DRPA share the same Board of Commissioners. A financial benefit or burden relationship exists between DRPA and PATCO as DRPA subsidizes the losses of PATCO and intends to continue to do so. The financial results of PATCO have been blended with those of DRPA in the financial statements. Rent of Transit System Facilities: All rapid transit system facilities used by PATCO are leased from the Authority, under terms of an agreement dated April 18, 1969 and amended June 3, 1974. The lease requires PATCO to operate and maintain the Locust-Lindenwold line. The terms of the amended agreement, which was made retroactive to January 1, 1974, and which is to continue from year to year, provide that PATCO pay a minimum annual rental of $6,122, which approximates the sum of the annual interest expense to the Authority for that portion of its indebtedness attributable to the construction and equipping of the leased facilities plus the provision for depreciation of the rapid transit facilities as recorded by the Authority. In addition, the lease requires PATCO to pay to the Authority any net earnings from operations for the Locust-Lindenwold line less a reasonable amount to be retained for working capital and operating reserves. PATCO’s outstanding liability to the DRPA for period January 1, 1974 to December 31, 2018 related to this agreement totals $275,340.

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Note 18. Blended Component Unit (Continued) Net Position: The net position totaling ($772,395) and ($741,594) as of December 31, 2018 and December 31, 2017, respectively, represents the total losses for PATCO since inception. Condensed combining financial information applicable to DRPA and PATCO as of December 31, 2018 and for the year ended December 31, 2017 follows:

December 31, 2018DRPA PATCO Total

Current assets 460,257$ 14,181$ 474,438$ Receivable from primary government (6,122) 6,122 Capital assets 1,962,919 1,962,919Other noncurrent assets 11,309 11,309

Total assets 2,428,363 20,303 2,448,666

Deferred outflows of resources 89,038 8,116 97,155

Total assets and deferred outflows of resources 2,517,401 28,420 2,545,821

Current liabilities 68,117 21,913 90,030Payables to primary government:

Lease agreement (275,340) 275,340 Advances from DRPA (474,630) 474,628

Noncurrent liabilities 1,552,905 28,033 1,580,939

Total liabilities 871,052 799,915 1,670,969

Deferred inflows of resources 5,824 900 6,724

Total net position (deficiency) 1,640,525$ (772,395)$ 868,128$

Condensed Combining Statements of Revenues, Expenses and Changes in Net Position

December 31, 2018DRPA PATCO Total

Operating revenuesBridge revenues 342,852$ 342,852$ Transit systems 28,908$ 28,908

Total operating revenues 342,852 28,908 371,760

Operating expensesOperating - Other 110,821 53,634 164,455Depreciation 59,074 59,074

Total operating expenses 169,896 53,634 223,529

Operating income (loss) 172,956 (24,726) 148,231 Nonoperating revenues (expenses)

Interest expense/income (53,585) 47 (53,538)Economic development activities (68) (68)Lease rental 6,122 (6,122) Other 4,589 4,589

Total nonoperating revenues (expenses) (42,941) (6,075) (49,017)

Capital contributions 24,782 - 24,782

Change in net position 154,797 (30,801) 123,996 Net position (deficiency), January 1 1,485,728 (741,594) 744,132

Net position (deficiency), December 31, 2018 1,640,525$ (772,395)$ 868,128$

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Note 18. Blended Component Unit (Continued)

Condensed combining financial information applicable to DRPA and PATCO as of and for the year ended December 31, 2017 is as follows:

Condensed Combining Statements of Cash Flows

December 31, 2018DRPA PATCO Total

Net cash provided by (used in) operating activities 209,451 (11,499)$ 197,952$ Net cash provided by (used in) noncapital

financing activities (9,761) 11,092 1,330 Net cash provided by (used in) capital and related

financing activities (326,033) (326,033) Net cash provided by (used in) investing activities 125,705 125,705 Net increase (decrease) in cash and cash equivalents (638) (408) (1,046) Cash and cash equivalents, January 1 36,671 2,054 38,725 Cash and cash equivalents, December 31, 2018 36,032$ 1,646$ 37,679$

December 31, 2017DRPA PATCO Total

Current assets 850,036$ 12,040$ 862,076$ Receivable from primary government (3,983) 3,983 Capital assets 1,562,816 1,562,816Other noncurrent assets 15,595 15,595

Total assets 2,424,464 16,023 2,440,487

Deferred outflows of resources 104,230 8,116 112,346

Total assets and deferred outflows of resources 2,528,694 24,139 2,552,833

Current liabilities 128,856 11,902 140,758Payables to primary government:

Lease agreement (269,218) 269,218 Advances from DRPA (457,870) 457,870

Noncurrent liabilities 1,635,376 25,843 1,661,219

Total liabilities 1,037,144 764,833 1,801,977

Deferred inflows of resources 5,824 900 6,724

Total net position (deficiency) 1,485,728$ (741,594)$ 744,132$

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Note 18. Blended Component Unit (Continued)

Condensed combining financial information applicable to DRPA and PATCO as of and for the year ended December 31, 2017 is as follows (continued):

Condensed Combining Statements of Revenues, Expenses and Changes in Net Position

December 31, 2017DRPA PATCO Total

Operating revenuesBridge revenues 337,393$ 337,393$ Transit systems 28,361$ 28,361Other 226 226

Total operating revenues 337,619 28,361 365,980

Operating expensesOperating - Other 109,845 50,398 160,243Depreciation 61,270 61,270

Total operating expenses 171,115 50,398 221,513

Operating income (loss) 166,504 (22,037) 144,467

Nonoperating revenues (expenses)Interest expense (72,556) (72,556)Economic development activities (4,194) (4,194)Lease rental 6,122 (6,122) Other 13,433 186 13,619

Total nonoperating revenues (expenses) (57,195) (5,936) (63,131)

Capital contributions 7,557 - 7,557

Change in net position 116,866 (27,973) 88,893

Net position (deficiency), January 1 1,368,862 (713,621) 655,241

Net position (deficiency), December 31 1,485,728$ (741,594)$ 744,134$

Condensed Combining Statements of Cash Flows

December 31, 2017DRPA PATCO Total

Net cash provided by (used in) operating activities 229,035$ (24,159)$ 204,876$ Net cash provided by (used in) noncapital

financing activities (27,150) 23,793 (3,357)Net cash provided by (used in) capital and related

financing activities (254,340) (254,340)Net cash provided by (used in) investing activities 47,926 47,926

Net increase (decrease) in cash and cash equivalents (4,529) (366) (4,895) Cash and cash equivalents, January 1 41,349 2,271 43,620

Cash and cash equivalents, December 31 36,820$ 1,905$ 38,725$

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Note 19. Subsequent Events Union Contracts: All union contracts, including those negotiated with the Teamsters, FOP, IUOE and IBEW, expired on December 31, 2017. Contract negotiations commenced with the aforementioned unions. On December 5, 2018, the DRPA and PATCO Boards approved resolutions authorizing collective bargaining agreements with three (3) of their four (4) labor unions (i.e., the DRPA’s IUOE and FOP, and PATCO’s Teamsters). When finalized, the new IUOE and Teamsters contracts are anticipated to be for terms expiring December 31, 2020, and the new FOP contract is anticipated to be for a term expiring December 31, 2021. Various Board resolutions approved “economic provisions and terms” and further authorized staff to negotiate the remaining terms of the contracts. FOP and IUOE membership approved such economic terms; and the Teamsters are expected to schedule their vote approving such economic terms sometime in first quarter 2019. (The FOP CBA was finalized and executed by all parties on February 22, 2019. The FOP CBA expires on December 31, 2021). General Fund Investment Policy: At its February 2019 meeting, the Authority’s Board approved resolution DRPA #19-017, approving a revision to the Authority’s investment policy. This was the first revision to the policy since 2013. The policy became effective as of March 15. This new policy increased the maximum maturity for certain investments and the average duration of the portfolio managed by each of the Authority’s investment managers, in an effort to enhance overall portfolio returns, without compromising the Authority’s key goal of safety of principal.

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Schedule 1

REVENUE FUND: Cash on hand: Undeposited Tolls and Ticket Sales 1,295,643$ Santander Bank, N.A. 728,731 TD Bank N.A. 1,691,655 Bank of America, N.A. 1,213,163 Bank Of New York Mellon, N.A. 1,591,957 Wells Fargo Bank, N.A. 1,807,026 8,328,176$

1998 PORT DISTRICT PROJECT FUND: Santander Bank, N.A. 4,108$

1999 PORT DISTRICT PROJECT FUND: Wells Fargo Bank, N.A. 473,158$

1999 PROJECT FUND: Santander Bank, N.A. 59,566$

GENERAL FUND: Cash on Hand - Change and Working Funds for PATCO Transit System Stations 236,304 Wells Fargo Bank, N.A. 1,062,325 Santander Bank, N.A. 1,223,867 Bank Of New York Mellon, N.A. 145,761 TD Bank N.A. 26,145,600 28,813,857

Total 37,678,864$

DELAWARE RIVER PORT AUTHORITYCASH & CASH EQUIVALENTSDecember 31, 2018 (Unaudited)

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Schedule 2

Par Value Fair ValueREVENUE FUND: Aim Money Markets $ 6,142,145 6,142,145 Goldman Sachs Treasury Obligation Money Market 382,417 382,417

$ 6,524,563 6,524,563MAINTENANCE RESERVE FUND (Restricted): Goldman Sachs Treasury Obligation Money Market $ 5,275,103 5,275,1031999 PDP DEBT SERVICE FUND (Restricted): Federated Treasury Cash Series II $ 5,381,150 5,381,1502012 PDP DEBT SERVICE FUND (Restricted): Goldman Sachs Treasury Obligation Money Market $ 10,099,044 10,099,0442010 DEBT SERVICE FUND (Restricted): Goldman Sachs Treasury Obligation Money Market $ 15,890 15,8902013 DEBT SERVICE FUND (Restricted): Goldman Sachs Treasury Obligation Money Market $ 11,911,292 11,911,2922018 DEBT SERVICE FUND (Restricted): Goldman Sachs Treasury Obligation Money Market $ 371,837 371,8372008 DEBT SERVICE FUND (Restricted): Goldman Sachs Treasury Obligation Money Market $ 16,370 16,3701998B BOND RESERVE FUND (Restricted): Goldman Sachs Treasury Obligation Money Market $ 69,806,728 69,806,728 NATIXIS NY BRH Commercial Paper due 01/02/2019 (includes accrued interest) 40,830,000 39,655,607

$ 110,636,728 109,462,3352010 REVENUE REFUNDING DEBT SERVICE FUND (Restricted): Goldman Sachs Treasury Obligation Money Market $ 21,914 21,9142012 PORT DISTRICT DEBT SERVICE RESERVE FUND (Restricted): NATIXIS NY BRH Commercial Paper due 01/02/2019 (includes accrued interest) $ 10,745,000 10,435,942 Goldman Sachs Treasury Obligation Money Market 7,831,292 7,831,292

$ 18,576,292 18,267,234GENERAL FUND: AIM Money Market $ 28,842,220 28,842,220 PFM Cash Reserve Money Market 78,218 78,218 UBS Investments 32,920,737 31,808,696 Morgan Stanley / Dean Witter Investments 26,497,121 26,814,970 Swarthmore Group Investments 56,487,244 56,236,306 Haverford Trust Investments 5,305,000 5,662,917 Haverford Trust C/D 6,573,592 6,573,592 TD Bank Investment Account 20,506,366 20,506,366 WF Cap Res Pay-as-You-Go Money Market 54,616,285 54,616,285 US Treasury Bills 2,744,000 2,731,335

$ 234,570,782 233,870,9051998 PORT DISTRICT PROJECT FUND: PFM Cash Reserve Money Market $ 0 01999 PORT DISTRICT PROJECT FUND Goldman Sachs Treasury Obligation Money Market $ 29,559 29,5592001 PORT DISTRICT PROJECT FUND: Goldman Sachs Treasury Obligation Money Market $ 481,241 481,2412018 REVENUE BOND PROJECT FUND: Wells Fargo Money Markets $ 290,184,789 290,184,789 Total investments $ 694,096,554 691,913,226

DELAWARE RIVER PORT AUTHORITYINVESTMENTS

December 31, 2018 (Unaudited)

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Schedule 3

12/31/2018 12/31/2017 Revenue Fund $ 508,634 $ 407,494 Maintenance Reserve Fund 136,145 153,365 1998 Port Project Fund 5 2 1999 Port Project Fund 2,743 7,358 2001 Port Project Fund 6,192 1,578 2018 Revenue Bonds Project Fund 184,789 1998 Port District Debt Service Fund 71,776 18,204 1999 Debt Service Fund - 1999 Port District Debt Service Fund 31,962 6,650 2010 Debt Service Fund A, B, C 168,224 45,639 2010 Debt Service Fund D 51,509 11,751 1998 Bond Reserve Fund 11,105,262 2,550,967 2012 Port Debt Service Reserve Fund 708,181 639,171 2008 Debt Service Fund 141,818 39,368 2013 Project Fund 2,930 267,838 2013 Debt Service Fund 81,772 18,010 2018 Debt Service Fund 237 General Fund 9,354,739 4,845,755

$ 22,556,918 $ 9,013,150

DELAWARE RIVER PORT AUTHORITYINTEREST INCOME BY FUND (Unaudited)

Period Ended

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Schedule 4

Year Ended Third Quarter12/31/2018 12/31/2017 2018 2017

BENJAMIN FRANKLIN BRIDGEOperating Revenues Bridge Tolls 104,797,060$ 103,341,685$ 25,821,699$ 25,135,860$ Other Operating Revenues 438,070 112,786 30,567 28,094 Total Operating Revenues 105,235,130 103,454,471 25,852,266 25,163,954 Operating Expenses 16,062,951 17,482,214 4,351,388 6,251,558 Net Operating Income 89,172,179 85,972,257 21,500,878 18,912,396

WALT WHITMAN BRIDGEOperating Revenues Bridge Tolls 125,788,971 125,100,468 30,672,086 30,115,202 Other Operating Revenues 430,840 18,913 3,592 2,401 Total Operating Revenues 126,219,811 125,119,381 30,675,678 30,117,603 Operating Expenses 18,499,420 19,347,990 5,090,561 6,410,291 Net Operating Income 107,720,391 105,771,391 25,585,117 23,707,312

COMMODORE BARRY BRIDGEOperating Revenues Bridge Tolls 58,543,476 57,367,100 14,489,082 13,904,609 Other Operating Revenues 176,383 637 460 167 Total Operating Revenues 58,719,859 57,367,737 14,489,542 13,904,776 Operating Expenses 6,964,059 7,609,191 1,855,277 2,724,655 Net Operating Income 51,755,800 49,758,546 12,634,265 11,180,121

BETSY ROSS BRIDGEOperating Revenues Bridge Tolls 45,340,196 45,727,758 10,819,904 11,516,899 Other Operating Revenues 138,770 598 603 168 Total Operating Revenues 45,478,966 45,728,356 10,820,507 11,517,067 Operating Expenses 7,622,541 8,309,135 2,069,459 2,819,323 Net Operating Income 37,856,425 37,419,221 8,751,048 8,697,744

COMBINED TOTALSOperating Revenues: Bridge Tolls 334,469,703$ 331,537,011$ 81,802,771$ 80,672,570$ Other 1,184,063 132,934 35,222 30,830 Total Operating Revenues 335,653,766 331,669,945 81,837,993 80,703,400 Operating Expenses 49,148,971 52,748,530 13,366,685 18,205,827 Net Operating Income 286,504,795$ 278,921,415$ 68,471,308$ 62,497,573$

DELAWARE RIVER PORT AUTHORITYBRIDGE REVENUES AND OPERATING EXPENSES*

FOR THE PERIODS INDICATED (Unaudited)

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Schedule 5

2018YTD ActivityPeriod Ended (New Loans and

12/31/18 12/31/17 Principal Payments)ECONOMIC DEVELOPMENT LOANS:Cooper River Boathouse 512,178$ 562,097$ (49,919)$ Camden Aquarium 12,501,811 12,873,002 (371,191) Total Loans 13,013,989$ 13,435,099$ (421,110)$

Provision for loan losses (1,344,551)$ (1,344,551)$ -$

Total Loans per Balance Sheet - Net 11,669,438$ 12,090,548$ (421,110)$

DELAWARE RIVER PORT AUTHORITYECONOMIC DEVELOPMENT ACTIVITY

FOR THE PERIOD ENDED DECEMBER 31, 2018 (Unaudited)

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DRPA MONTHLY LIST OFPREVIOUSLY APPROVED PAYMENTS

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DELAWARE RIVER PORT AUTHORITYMONTHLY LIST OF PAYMENTS 3/01/19 THRU 3/31/19

MEETING DATE 4/17/2019

VENDOR NAME ITEM DESCRIPTIONRESOLUTION #/ AUTHORIZATION AMOUNT

AMERIHEALTH INSURANCE COMPANY ACTIVE MEDICAL INSURANCE D-18-080 $1,411,500.61ACTIVE MEDICAL INSURANCE TOTAL $1,411,500.61

G & M PRINTWEAR ADVERTISING - PROMOTIONS 25KTHRES $645.00ADVERTISING - PROMOTIONS TOTAL $645.00

LACAL EQUIPMENT INC AUTO ACCESSORIES 25KTHRES $1,765.20WINNER FORD AUTO ACCESSORIES 25KTHRES $5,314.08

AUTO ACCESSORIES TOTAL $7,079.28VITETTA ARCHITECTS & ENGINEERS BFB MASONRY REHABILITATION D-18-002 $72,122.66 **

BFB MASONRY REHABILITATION TOTAL $72,122.66DALE OXYGEN, INC BFB TIG WELDER 25KTHRES $10,314.66 **

BFB TIG WELDER TOTAL $10,314.66AECOM TECHNICAL SERVICES, INC. BIENNIAL INSPECTION D-17-106 $6,634.48HAKS ENGINEERS BIENNIAL INSPECTION D-17-105 $18,435.53HNTB CORPORATION BIENNIAL INSPECTION D-17-103 $11,672.98

BIENNIAL INSPECTION TOTAL $36,742.99STV INCORPORATED BOND INDENTURE FEES (TRAFFIC STUDY) D-17-093 $153.58

BOND INDENTURE FEES (TRAFFIC STUDY) TOTAL $153.58BANK OF NEW YORK - MELLON BOND SERVICE BOND RESOLUTIONS $478,226.22TD BANK, N.A. BOND SERVICE BOND RESOLUTIONS $10,590,000.00

BOND SERVICE TOTAL $11,068,226.22TD WEALTH BOND TRUSTEE FEES D-09-075 $750.00

BOND TRUSTEE FEES TOTAL $750.00CHERRY VALLEY TRACTOR SALES BOOM CUTTER TRACTOR D-18-026 $30,652.22 **

BOOM CUTTER TRACTOR TOTAL $30,652.22AECOM TECHNICAL SERVICES, INC. BRB MAINTENANCE PAINTING D-15-146 $2,951.09 **CORCON, INC. BRB MAINTENANCE PAINTING D-17-065 $389,570.82 **STV INCORPORATED BRB MAINTENANCE PAINTING D-17-066 $88,092.10 **

BRB MAINTENANCE PAINTING TOTAL $480,614.01ALSTOM TRANSPORTATION, INC. CAR REHAB DESIGN D-10-154 $9,579,603.37 **

CAR REHAB DESIGN TOTAL $9,579,603.37PEMBERTON ELECTRICAL SUPPLY COMPANY CBB RECONFIGURE PLAZA AND LANE LIGHTING 25KTHRES $2,532.19 **

CBB RECONFIGURE PLAZA AND LANE LIGHTING TOTAL $2,532.19ROBERT MELIKIAN CITIZEN ADVISORY COMMITTEE EXPENSES 25KTHRES $52.92

CITIZEN ADVISORY COMMITTEE EXPENSES TOTAL $52.92EVERBRIDGE INC COMPUTER SOFTWARE 25KTHRES $18,880.00THOMSON REUTERS- WEST COMPUTER SOFTWARE 25KTHRES $305.63

COMPUTER SOFTWARE TOTAL $19,185.63ASSA ABLOY ENTRANCE SYSTEMS CONSTR SRVS GENERAL 25KTHRES $695.10

CONSTR SRVS GENERAL TOTAL $695.10COURT LIAISON SERVICES LLC CONTRACT SERVICE EXPENSE D-17-073 $2,750.00

CONTRACT SERVICE EXPENSE TOTAL $2,750.00LAZ PARKING-MID-ATLANTIC LLC CONTRACTED P/T TOLL COLLECTORS D-17-012 $103,046.84

CONTRACTED P/T TOLL COLLECTORS TOTAL $103,046.84CANON FINANCIAL SERVICES, INC COPIER EXPENSES D-16-083 $17,499.36 **

COPIER EXPENSES TOTAL $17,499.36TEAM CLEAN, INC CUSTODIAL SERVICES D-16-120 $44,401.68

CUSTODIAL SERVICES TOTAL $44,401.68HNTB CORPORATION DECK CONDITION ASSESSMENT D-17-093 $6,912.41 **KS ENGINEERS, P.C. DECK CONDITION ASSESSMENT D-17-093 $6,014.56 **PARSONS TRANSPORTATION GRP OF NY DECK CONDITION ASSESSMENT D-15-019 $1,529.50 **

DECK CONDITION ASSESSMENT TOTAL $14,456.47CORCON, INC. DELEADING AND REPAINTING D-18-010 $455,760.00 **ELLIOTT GREENLEAF & SIEDZIKOWSKI DELEADING AND REPAINTING D-17-086 $17,645.22 **KS ENGINEERS, P.C. DELEADING AND REPAINTING D-16-087 $147,341.81 **

DELEADING AND REPAINTING TOTAL $620,747.03CORCON, INC. DELEADING/REPAINTING-PHASE 3 D-15-081 $221,146.50 **

DELEADING/REPAINTING-PHASE 3 TOTAL $221,146.50RIGGINS INC. DIESEL FUEL D-18-063 $18,191.55

DIESEL FUEL TOTAL $18,191.55ARORA SYSTEMS GROUP, LLC DRPA LINDENWOLD WATER DISTRIB SYSTEM D-18-030 $15,687.42 **

DRPA LINDENWOLD WATER DISTRIB SYSTEM TOTAL $15,687.42KLEINFELDER INC. DRPA WOODCREST PARKING LOT D-15-019 $5,166.01 **

DRPA WOODCREST PARKING LOT TOTAL $5,166.01ATLANTIC CITY ELECTRIC ELECTRICITY EXPENSE UTILITY $9,723.59PECO - PAYMENT PROCESSING ELECTRICITY EXPENSE UTILITY $33,722.49PSE&G CO. ELECTRICITY EXPENSE UTILITY $33,291.49

ELECTRICITY EXPENSE TOTAL $76,737.57

** Capital Expenditures*** Multiple Invoices Page 1 of 7

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DELAWARE RIVER PORT AUTHORITYMONTHLY LIST OF PAYMENTS 3/01/19 THRU 3/31/19

MEETING DATE 4/17/2019

VENDOR NAME ITEM DESCRIPTIONRESOLUTION #/ AUTHORIZATION AMOUNT

ELITE ELEVATOR SERVICES LLC ELEVATOR REAPIRS D-18-114 $8,124.00ELEVATOR REAPIRS TOTAL $8,124.00

BROWN & CONNERY LLP EMBANKMENT RESTORATION D-17-086 $653.75 **EMBANKMENT RESTORATION TOTAL $653.75

DELTA DENTAL OF NEW JERSEY, INC. EMPLOYEE DENTAL INSURANCE D-17-059 $28,354.27EMPLOYEE DENTAL INSURANCE TOTAL $28,354.27

VISION BENEFITS OF AMERICA EMPLOYEE VISION INSURANCE D-17-059 $6,029.90EMPLOYEE VISION INSURANCE TOTAL $6,029.90

DRPA EMPLOYEES ASSOCIATION EMPLOYEE WELFARE ASSOCIATION 25KTHRES $9,398.25EMPLOYEE WELFARE ASSOCIATION TOTAL $9,398.25

HNTB CORPORATION ENGINEERING SERVICES D-17-093 $9,925.47MICHAEL BAKER INTERNATIONAL ENGINEERING SERVICES D-17-093 $4,074.10

ENGINEERING SERVICES TOTAL $13,999.57EPLUS TECHNOLOGY, INC EQUIPMENT 25KTHRES $759.08

EQUIPMENT TOTAL $759.08AALL AMERICAN FASTENERS EQUIPMENT & TOOLS 25KTHRES $17,134.19ANA SOURCING LLC EQUIPMENT & TOOLS 25KTHRES $3,487.30CYBERTECH INC EQUIPMENT & TOOLS 25KTHRES $384.12DREAMCHEM LLC EQUIPMENT & TOOLS 25KTHRES $911.48FORTRESS PROTECTION LLC EQUIPMENT & TOOLS 25KTHRES $1,085.00GOLD TYPE BUSINESS MACHINES EQUIPMENT & TOOLS 25KTHRES $10,146.00GRAINGER EQUIPMENT & TOOLS 25KTHRES $944.52GRAYBAR ELECTRIC CO INC EQUIPMENT & TOOLS 25KTHRES $487.60HERITAGE-CRYSTAL CLEAN LLC EQUIPMENT & TOOLS 25KTHRES $304.39LAWMEN SUPPLY CO. OF NJ EQUIPMENT & TOOLS 25KTHRES $734.40LAWSON PRODUCTS EQUIPMENT & TOOLS 25KTHRES $1,247.52MULTIFACET, INC. EQUIPMENT & TOOLS 25KTHRES $548.66NORTH AMERICAN RESCUE HOLDINGS LLC EQUIPMENT & TOOLS 25KTHRES $6,216.48PEMBERTON ELECTRICAL SUPPLY COMPANY EQUIPMENT & TOOLS 25KTHRES $348.00PREMIUM POWER SERVICES LLC EQUIPMENT & TOOLS D-18-076 $3,444.00SHERWIN WILLIAMS EQUIPMENT & TOOLS 25KTHRES $573.00STAUFFER GLOVE & SAFETY EQUIPMENT & TOOLS 25KTHRES $343.80SUPREME SAFETY, INC EQUIPMENT & TOOLS 25KTHRES $3,778.68TACTICAL PUBLIC SAFETY LLC EQUIPMENT & TOOLS D-18-115 $8,391.00THOMSON REUTERS- WEST EQUIPMENT & TOOLS 25KTHRES $453.00TOZOUR ENERGY SYSTEMS, INC. EQUIPMENT & TOOLS D-18-091 $3,329.50TRI-STATE DISTRIBUTORS OF NJ, INC EQUIPMENT & TOOLS 25KTHRES $779.60WELDON ASPHALT EQUIPMENT & TOOLS 25KTHRES $2,390.28

EQUIPMENT & TOOLS TOTAL $67,462.52AMERICAN EXPRESS E-ZPASS CREDIT CARD FEES D-04-031 $21.35NJ E-ZPASS E-ZPASS CREDIT CARD FEES D-15-120 $524,665.19PAYMENTECH E-ZPASS CREDIT CARD FEES D-04-031 $432.29

E-ZPASS CREDIT CARD FEES TOTAL $525,118.83EASTERN DATA PAPER FARE COLLECTION EQP 25KTHRES $2,904.00THE REVENUE MARKETS FARE COLLECTION EQP 25KTHRES $10,500.00

FARE COLLECTION EQP TOTAL $13,404.00KERSHNER OFFICE FURNITURE, INC FURNITURE 25KTHRES $691.00

FURNITURE TOTAL $691.00RIGGINS INC. GASOLINE - UNLEADED D-18-063 $26,689.94

GASOLINE - UNLEADED TOTAL $26,689.94ROWE SALES & SERVICES INC HAND TOOLS 25KTHRES $4,886.00

HAND TOOLS TOTAL $4,886.00PHILADELPHIA GAS WORKS HEATING EXPENSE UTILITY $12,706.61PSE&G CO. HEATING EXPENSE UTILITY $20,330.56

HEATING EXPENSE TOTAL $33,037.17SILKROAD TECHNOLOGY, INC HR SERVICES D-18-111 $13,860.00

HR SERVICES TOTAL $13,860.00A.P. CONSTRUCTION, INC. INST ELEVATORS REMAINING STATIONS D-17-046 $200,015.17 **

INST ELEVATORS REMAINING STATIONS TOTAL $200,015.17PORT AUTHORITY TRANSIT CORPORATION INTERCOMPANY TRANSFERS NONE $901,647.50

INTERCOMPANY TRANSFERS NONE $1,218,088.59 **INTERCOMPANY TRANSFERS TOTAL $2,119,736.09

IUOE 542 BENEFIT FUNDS IUOE HEALTH & WELFARE D-18-135 $446,708.00IUOE HEALTH & WELFARE TOTAL $446,708.00

O'NEILL CONSULTING CORP IUOE HEALTH INSURANCE D-15-130A $63,534.01IUOE HEALTH INSURANCE TOTAL $63,534.01

T. FRANK MCCALL'S, INC. JANITORIAL SUPPLIES 25KTHRES $2,786.16

** Capital Expenditures*** Multiple Invoices Page 2 of 7

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DELAWARE RIVER PORT AUTHORITYMONTHLY LIST OF PAYMENTS 3/01/19 THRU 3/31/19

MEETING DATE 4/17/2019

VENDOR NAME ITEM DESCRIPTIONRESOLUTION #/ AUTHORIZATION AMOUNT

JANITORIAL SUPPLIES TOTAL $2,786.16MARIA J. WING JOB CERTIFICATIONS & LICENSES 25KTHRES $212.00NARISA SASITORN JOB CERTIFICATIONS & LICENSES 25KTHRES $375.00RICHARD J. DENNING JOB CERTIFICATIONS & LICENSES 25KTHRES $94.50

JOB CERTIFICATIONS & LICENSES TOTAL $681.50AL DIA NEWSPAPER, INC LEGAL ADVERTISEMENT 25KTHRES $276.00

LEGAL ADVERTISEMENT TOTAL $276.00TRANSCORE LP MAINT. FEE - TOLL COLLECTION EQUIP D-15-011 $71,777.00

MAINT. FEE - TOLL COLLECTION EQUIP TOTAL $71,777.00HNTB CORPORATION MAINTENANCE PAINTING D-17-031 $128,800.00 **

MAINTENANCE PAINTING TOTAL $128,800.00ANDREOTTI'S CATERING, LLC MEETING EXPENSES 25KTHRES $1,380.00DAWN B. WHITON MEETING EXPENSES 25KTHRES $86.18JOHN T. HANSON MEETING EXPENSES 25KTHRES $44.89ROBERT P. HICKS JR MEETING EXPENSES 25KTHRES $43.98

MEETING EXPENSES TOTAL $1,555.05ASSOCIATION OF CORPORATE COUNSEL MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $385.00CHARLES P. KAIN MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $195.00DIRECTV MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $25.25GOVERNMENT NEWS NETWORK MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $132.50LAWYERS DIARY AND MANUAL LLC MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $237.50TONI P. BROWN MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $212.00WOMEN'S TRANSPORTATION SEMINAR MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $190.00

MEMBERSHIPS & SUBSCRIPTIONS TOTAL $1,377.25TD BANK, N.A. NET PAYROLL NONE $44,655.40WELLS FARGO BANK, NA NET PAYROLL NONE $2,772,684.52

NET PAYROLL TOTAL $2,817,339.92TURNER SURETY & INSURANCE BROKERAGE OCIP INSURANCE 25KTHRES $3,291.00

OCIP INSURANCE TOTAL $3,291.00PITNEY BOWES OFFICE EQUIPMENT 25KTHRES $3,679.22

OFFICE EQUIPMENT TOTAL $3,679.22W.B. MASON CO. INC OFFICE SUPPLIES 25KTHRES $4,337.13

OFFICE SUPPLIES TOTAL $4,337.13ROBERT P. HICKS JR OTHER OFFICE EXPENSES 25KTHRES $6.32ROBERT T. GORMAN OTHER OFFICE EXPENSES 25KTHRES $549.88

OTHER OFFICE EXPENSES TOTAL $556.20DREAMCHEM LLC PA APPROACH OVERPASS REHAB 25KTHRES $2,584.44 **

PA APPROACH OVERPASS REHAB TOTAL $2,584.44PA STATE EMPLOYEES RETIREMENT SYSTEM PA SERS NONE $287,033.66

PA SERS TOTAL $287,033.66STV INCORPORATED PA SUBSTRUCTURE PRESERVATION D-15-019 $27,391.05 **

PA SUBSTRUCTURE PRESERVATION TOTAL $27,391.05PAPER MART INC PAPER OFFCE/PRT SHOP D-17-091 $1,007.10

PAPER OFFCE/PRT SHOP TOTAL $1,007.10TURNER SURETY & INSURANCE BROKERAGE PATCO INSURANCE D-18-054 $21,455.92

PATCO INSURANCE TOTAL $21,455.92QUAL-LYNX CASUALTY PATCO PROFESSIONAL SERVICES D-17-017 $5,400.54

PATCO PROFESSIONAL SERVICES TOTAL $5,400.54TRANSYSTEMS CORPORATION PATCO STATION ENHANCEMENTS P-17-013 $14,027.98 **

PATCO STATION ENHANCEMENTS TOTAL $14,027.98SPRINT PATCO TELEPHONE UTILITY $358.44VERIZON PATCO TELEPHONE UTILITY $670.56VERIZON BUSINESS PATCO TELEPHONE UTILITY $35.38

PATCO TELEPHONE TOTAL $1,064.38CITY OF PHILADELPHIA PAYROLL TAXES NONE $29,025.68INTERNAL REVENUE SERVICE PAYROLL TAXES NONE $1,150,732.94PA DEPT OF REVENUE PAYROLL TAXES NONE $39,691.29TREASURER - STATE OF NEW JERSEY PAYROLL TAXES NONE $104,902.24

PAYROLL TAXES TOTAL $1,324,352.15PNC BANK P-CARD P-CARD PURCHASES 25KTHRES $87,843.87

P-CARD PURCHASES TOTAL $87,843.87UNITED PARCEL SERVICE (UPS) POSTAGE EXPENSES 25KTHRES $595.22US POSTAL SERVICE POSTAGE EXPENSES 25KTHRES $234.00

POSTAGE EXPENSES TOTAL $829.22BENEFIT HARBOR LP PROFESSIONAL FEES - CONSULTING D-17-077 $9,197.10SAP PUBLIC SERVICES INC PROFESSIONAL FEES - CONSULTING D-18-025 $2,100.00

PROFESSIONAL FEES - CONSULTING TOTAL $11,297.10

** Capital Expenditures*** Multiple Invoices Page 3 of 7

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DELAWARE RIVER PORT AUTHORITYMONTHLY LIST OF PAYMENTS 3/01/19 THRU 3/31/19

MEETING DATE 4/17/2019

VENDOR NAME ITEM DESCRIPTIONRESOLUTION #/ AUTHORIZATION AMOUNT

TURNER SURETY & INSURANCE BROKERAGE PROFESSIONAL FEES - INS BROKERS D-18-054 $48,795.33PROFESSIONAL FEES - INS BROKERS TOTAL $48,795.33

ARCHER & GREINER PROFESSIONAL FEES - LEGAL COSTS D-17-086 $5,403.34BROWN & CONNERY LLP PROFESSIONAL FEES - LEGAL COSTS D-17-086 $2,340.00DILWORTH PAXSON LLP PROFESSIONAL FEES - LEGAL COSTS D-17-086 $1,017.50DUANE MORRIS LLP PROFESSIONAL FEES - LEGAL COSTS D-17-086 $34,447.50KLEINBARD LLC PROFESSIONAL FEES - LEGAL COSTS D-17-086 $500.00MATTLEMAN WEINROTH MILLER PC PROFESSIONAL FEES - LEGAL COSTS D-17-086 $450.00STEVENS & LEE PROFESSIONAL FEES - LEGAL COSTS D-17-086 $4,424.53ZELLER & WIELICZKO, LLP PROFESSIONAL FEES - LEGAL COSTS D-17-086 $6,120.98

PROFESSIONAL FEES - LEGAL COSTS TOTAL $54,703.85INTERSTATE MOBILE CARE PROFESSIONAL FEES - MEDICAL D-14-103 $1,571.00SIMPLIFY COMPLIANCE LLC PROFESSIONAL FEES - MEDICAL 25KTHRES $574.58US REGIONAL OCCUPATIONAL HEALTH II PROFESSIONAL FEES - MEDICAL D-14-103 $110.75

PROFESSIONAL FEES - MEDICAL TOTAL $2,256.33QUAL-LYNX CASUALTY PROFESSIONAL SERVICES D-17-017 $2,395.21SKILLPATH PROFESSIONAL SERVICES 25KTHRES $4,950.00TEAMSCREEN SOLUTIONS LLC PROFESSIONAL SERVICES 25KTHRES $22.50THE RODGERS GROUP, LLC PROFESSIONAL SERVICES 25KTHRES $18,306.00TRI-COUNTY TERMITE & PEST CONTROL PROFESSIONAL SERVICES 25KTHRES $390.00

PROFESSIONAL SERVICES TOTAL $26,063.71NATALIE A MORGAN PROMOTION & DEVELOPMENT 25KTHRES $544.00

PROMOTION & DEVELOPMENT TOTAL $544.00SOUTH JERSEY JOURNAL PUBLICATIONS 25KTHRES $1,400.00

PUBLICATIONS TOTAL $1,400.00DRISCOLL CONSTRUCTION CO INC RAMP AC AND BC JOINT REHABILITATION D-18-067 $151,072.09 **RUMMEL KLEPPER & KAHL LLP RAMP AC AND BC JOINT REHABILITATION D-15-019 $2,588.89 **

RAMP AC AND BC JOINT REHABILITATION TOTAL $153,660.98IRON MOUNTAIN INCORPORATED RECORDS MANAGEMENT FEES D-17-035 $3,674.03

RECORDS MANAGEMENT FEES TOTAL $3,674.03CAMDEN REDEVELOPMENT AGENCY REDEVELOPMENT FEES D-13-015 $181,666.00

REDEVELOPMENT FEES TOTAL $181,666.00ARCHER & GREINER REHAB TRACK VIADUCTS D-17-086 $3,262.50 **

REHAB TRACK VIADUCTS TOTAL $3,262.50BRINKERHOFF ENVIRONMENTAL REMEDIAL MANAGEMENT D-17-101 $20,053.45 **

REMEDIAL MANAGEMENT TOTAL $20,053.45SYSTRA CONSULTING, INC. RENEWABLE ENERGY INTEGRATION D-17-093 $35,640.43 **

RENEWABLE ENERGY INTEGRATION TOTAL $35,640.43SUNBELT RENTALS, INC. RENTAL EXPENSES D-18-034 $49,864.34

RENTAL EXPENSES TOTAL $49,864.34BURNS ENGINEERING, INC. REOPENING FRANKLIN SQUARE D-17-069 $80,673.63 **DUANE MORRIS LLP REOPENING FRANKLIN SQUARE D-17-086 $540.00 **

REOPENING FRANKLIN SQUARE TOTAL $81,213.63T. SLACK ENVIRONMENTAL SERVICES REPAIR PARTS - BRIDGES D-17-024 $537.00

REPAIR PARTS - BRIDGES TOTAL $537.00GENERAL FIRE EQUIP CO INC. REPAIR PARTS - OTHER EQUIPMENT 25KTHRES $31.50

REPAIR PARTS - OTHER EQUIPMENT TOTAL $31.50ALLIED ELECTRONICS & AUTOMATION REPAIR PARTS - TOLL EQUIPMENT 25KTHRES $384.00

REPAIR PARTS - TOLL EQUIPMENT TOTAL $384.00CERTIFIED SPEEDOMETER SERVICE REPAIRS AND MAINTENANCE - OTHER 25KTHRES $825.00DRAEGER INC REPAIRS AND MAINTENANCE - OTHER 25KTHRES $537.00

REPAIRS AND MAINTENANCE - OTHER TOTAL $1,362.00DIAMOND TOOL REPLACE BRB & CBB FIBER 25KTHRES $2,227.25 **FRANKLIN - GRIFFITH, LLC REPLACE BRB & CBB FIBER 25KTHRES $121.40 **KS ENGINEERS, P.C. REPLACE BRB & CBB FIBER D-17-100 $66,758.44 **

REPLACE BRB & CBB FIBER TOTAL $69,107.09AMERIHEALTH INSURANCE COMPANY RETIREE MEDICAL INSURANCE D-18-080 $444,888.51UNITED HEALTHCARE RETIREE MEDICAL INSURANCE D-18-119 $122,198.19

RETIREE MEDICAL INSURANCE TOTAL $567,086.70HORIZON BLUE CROSS BLUE SHIELD RETIREE MEDICAL PRESCRIPTION D-18-108 $70,130.86

RETIREE MEDICAL PRESCRIPTION TOTAL $70,130.86ATLANTIC SALT INC SALT-SODIUM CHLORIDE D-18-076 $15,092.41MORTON SALT INC. SALT-SODIUM CHLORIDE D-18-070 $1,429.11

SALT-SODIUM CHLORIDE TOTAL $16,521.52ISEARCH PARTNERS INC SAP ENTERPRISE RESOURCE PLAN SYSTEM D-17-062 $7,613.79 **SAP PUBLIC SERVICES INC SAP ENTERPRISE RESOURCE PLAN SYSTEM D-18-025 $1,019,491.18 **

SAP ENTERPRISE RESOURCE PLAN SYSTEM TOTAL $1,027,104.97

** Capital Expenditures*** Multiple Invoices Page 4 of 7

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MEETING DATE 4/17/2019

VENDOR NAME ITEM DESCRIPTIONRESOLUTION #/ AUTHORIZATION AMOUNT

SOUTH CAMDEN IRON WORKS SECURITY FENCE IMPROVEMENTS - BRIDGES 25KTHRES $14,128.82 **SECURITY FENCE IMPROVEMENTS - BRIDGES TOTAL $14,128.82

AMMANN & WHITNEY CONSULTING SOUTH WALKWAY BIKE/PEDESTRIAN RAMP D-18-059 $3,267.52 **JOHNSON, MIRMIRAN & THOMPSON, INC. SOUTH WALKWAY BIKE/PEDESTRIAN RAMP D-17-056 $53,172.70 **SOUTH STATE, INC. SOUTH WALKWAY BIKE/PEDESTRIAN RAMP D-17-055 $32,625.00 **

SOUTH WALKWAY BIKE/PEDESTRIAN RAMP TOTAL $89,065.22WSP USA STRATEGIC STUDIES D-18-060 $70,838.81

STRATEGIC STUDIES TOTAL $70,838.81AUTO SUPERWASH INC SUPPLIES 25KTHRES $432.50DISANTO PROPANE SUPPLIES 25KTHRES $65.00JAMES NEWELL SUPPLIES 25KTHRES $525.00ONE CALL CONCEPTS, INC. SUPPLIES 25KTHRES $53.04PENNSYLVANIA ONE CALL SYSTEM, INC. SUPPLIES 25KTHRES $152.60SAFETY-KLEEN SYSTEMS SUPPLIES 25KTHRES $290.00SOUTH JERSEY WELDING SUPPLY CO SUPPLIES 25KTHRES $490.00UNITED SITE SERVICES SUPPLIES 25KTHRES $364.00

SUPPLIES TOTAL $2,372.14HNTB CORPORATION SUSPENSION CABLE INSPECT/DESIGN D-14-048 $50,432.66 **

SUSPENSION CABLE INSPECT/DESIGN TOTAL $50,432.66BENTLEY SYSTEMS, INC. TECHNOLGY EXPENSE 25KTHRES $246.25DELL MARKETING L.P. TECHNOLGY EXPENSE 25KTHRES $37,424.54 ***ESRI, INC TECHNOLGY EXPENSE 25KTHRES $400.00INSIGHT PUBLIC SECTOR, INC TECHNOLGY EXPENSE 25KTHRES $10,781.28POWERDMS, INC. TECHNOLGY EXPENSE 25KTHRES $6,668.00RE BUSINESS SOLUTIONS INC TECHNOLGY EXPENSE 25KTHRES $1,209.00SHI INTERNATIONAL CORP TECHNOLGY EXPENSE 25KTHRES $4,762.20VERTIV SERVICES, INC. TECHNOLGY EXPENSE 25KTHRES $16,008.80ZAYO GROUP HOLDINGS INC TECHNOLGY EXPENSE D-16-086 $1,636.00

TECHNOLGY EXPENSE TOTAL $79,136.07SAP NATIONAL SECURITY SERVICES INC TECHNOLOGY SERVICE CONTRACTS D-18-024 $133,266.35SAP PUBLIC SERVICES INC TECHNOLOGY SERVICE CONTRACTS D-18-024 $23,757.50

TECHNOLOGY SERVICE CONTRACTS TOTAL $157,023.85SPRINT TELEPHONE & TELECOM EXPENSE UTILITY $1,433.73THE CONFERENCE GROUP, LLC TELEPHONE & TELECOM EXPENSE UTILITY $641.43VERIZON TELEPHONE & TELECOM EXPENSE UTILITY $12,033.55VERIZON BUSINESS TELEPHONE & TELECOM EXPENSE UTILITY $3,466.33VERIZON CONNECT NWF INC TELEPHONE & TELECOM EXPENSE D-18-026 $4,945.95VERIZON WIRELESS TELEPHONE & TELECOM EXPENSE UTILITY $13,741.88

TELEPHONE & TELECOM EXPENSE TOTAL $36,262.87ACCOUNTANTS FOR YOU, INC TEMPORARY SERVICES D-17-062 $12,065.40ISEARCH PARTNERS INC TEMPORARY SERVICES D-17-062 $12,527.80PERRY RESOURCES TEMPORARY SERVICES D-17-062 $2,713.10

TEMPORARY SERVICES TOTAL $27,306.30LOUIS BERGER U.S. INC. THREAT ASSESSMENT SECURITY ENHANCEMENTSD-17-093 $2,586.87 **

THREAT ASSESSMENT SECURITY ENHANCEMENTS TOTAL $2,586.87CUSTOM BANDAG INC. TIRES 25KTHRES $3,192.48

TIRES TOTAL $3,192.48DUNBAR ARMORED INC TOLL DEPOSIT FEES D-14-093 $15,472.38

TOLL DEPOSIT FEES TOTAL $15,472.38YEMAYA TURNER TOLL REFUND 25KTHRES $15.00

TOLL REFUND TOTAL $15.00TRI-M GROUP LLC TRAFFIC CTRL DEVICES D-18-088 $40,499.00

TRAFFIC CTRL DEVICES TOTAL $40,499.00NEW JERSEY STATE ASSOCIATION TRAINING COURSE FEES 25KTHRES $299.00

TRAINING COURSE FEES TOTAL $299.00CAMDEN COUNTY COLLEGE TRAINING REGISTRATION FEES 25KTHRES $3,000.00DAVID J. AUBREY TRAINING REGISTRATION FEES 25KTHRES $280.00GLOCK PROFESSIONAL TRAINING REGISTRATION FEES 25KTHRES $500.00NEW JERSEY STATE BAR ASSOCIATION TRAINING REGISTRATION FEES 25KTHRES $200.00NEW JERSEY STATE SAFETY COUNCIL TRAINING REGISTRATION FEES 25KTHRES $100.00VIJAY R. PANDYA TRAINING REGISTRATION FEES 25KTHRES $279.00VIVIANA L. NARANJO TRAINING REGISTRATION FEES 25KTHRES $1,280.00

TRAINING REGISTRATION FEES TOTAL $5,639.00AMERICAN AIRLINES INC TRAINING TRAVEL COSTS 25KTHRES $346.60MS MICHELE S. KANAVEL TRAINING TRAVEL COSTS 25KTHRES $5.22SANDRA R. THOMPSON TRAINING TRAVEL COSTS 25KTHRES $18.78

TRAINING TRAVEL COSTS TOTAL $370.60

** Capital Expenditures*** Multiple Invoices Page 5 of 7

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MEETING DATE 4/17/2019

VENDOR NAME ITEM DESCRIPTIONRESOLUTION #/ AUTHORIZATION AMOUNT

POLLUTION CONTROL FINANCING TRASH REMOVAL 25KTHRES $1,134.09WASTE MANAGEMENT OF NEW JERSEY TRASH REMOVAL D-18-064 $3,006.68WASTE MANAGEMENT OF PA INC TRASH REMOVAL D-18-064 $774.90

TRASH REMOVAL TOTAL $4,915.67ANGELA M. CRESPO TRAVEL EXPENSES 25KTHRES $5.22ANNETTE MELENDEZ-FREEMAN TRAVEL EXPENSES 25KTHRES $26.10ANTHONY R. MIXON TRAVEL EXPENSES 25KTHRES $3.48AQUILA D. TILLMAN-MUHAMMAD TRAVEL EXPENSES 25KTHRES $5.22BARBARA HOLCOMB TRAVEL EXPENSES 25KTHRES $70.18BRIGITTE KORDZIAN TRAVEL EXPENSES 25KTHRES $41.54CAROL A. HERBST TRAVEL EXPENSES 25KTHRES $22.34CATHERINE M. BURNS TRAVEL EXPENSES 25KTHRES $11.60DARYL A. JENIFER TRAVEL EXPENSES 25KTHRES $3.48DAVID J. AUBREY TRAVEL EXPENSES 25KTHRES $41.18DAWN B. WHITON TRAVEL EXPENSES 25KTHRES $161.96DAWN L. WALLACE TRAVEL EXPENSES 25KTHRES $3.48EILEEN L. SMITH TRAVEL EXPENSES 25KTHRES $23.20JANET D. ROMANI TRAVEL EXPENSES 25KTHRES $10.44JOHN J. PANEPINTO TRAVEL EXPENSES 25KTHRES $46.40JOHN T. HANSON TRAVEL EXPENSES 25KTHRES $115.52JOSEPH A. WENCLEWICZ TRAVEL EXPENSES 25KTHRES $4.06KELLIE A. MCFARLANE TRAVEL EXPENSES 25KTHRES $48.12MICHAEL D. MARCHAND TRAVEL EXPENSES 25KTHRES $12.76MICHAEL P. VENUTO TRAVEL EXPENSES 25KTHRES $273.77MICHAEL S. PELLEGRINO TRAVEL EXPENSES 25KTHRES $58.00MONICA N. GIBBS TRAVEL EXPENSES 25KTHRES $35.00NIASHA N. JORDAN TRAVEL EXPENSES 25KTHRES $5.22PATRICIA A. GRIFFEY TRAVEL EXPENSES 25KTHRES $20.88RAYMOND J. SANTARELLI TRAVEL EXPENSES 25KTHRES $45.00RAYMOND O. BYARD TRAVEL EXPENSES 25KTHRES $11.60ROBERT P. HICKS JR TRAVEL EXPENSES 25KTHRES $111.01RONALD M. KELLY TRAVEL EXPENSES 25KTHRES $134.38RYAN MULDERRIG TRAVEL EXPENSES 25KTHRES $33.58SUSAN M. NIXON TRAVEL EXPENSES 25KTHRES $12.76TONYA M. LITTLE TRAVEL EXPENSES 25KTHRES $24.59TONYELLE K. COOK-ARTIS TRAVEL EXPENSES 25KTHRES $514.35WALTER A. MORRIS TRAVEL EXPENSES 25KTHRES $39.44

TRAVEL EXPENSES TOTAL $1,975.86BRETT R. WILLIAMS TUITION REIMBURSEMENT EXPENSE 25KTHRES $1,881.00CHARLES J. CUNNINGHAM TUITION REIMBURSEMENT EXPENSE 25KTHRES $1,456.00ELIZABETH M. SAYLOR TUITION REIMBURSEMENT EXPENSE 25KTHRES $2,292.00GEORGE P. BOLLENDORF TUITION REIMBURSEMENT EXPENSE 25KTHRES $1,881.00MICHAEL J. FIOCCA TUITION REIMBURSEMENT EXPENSE 25KTHRES $1,920.00

TUITION REIMBURSEMENT EXPENSE TOTAL $9,430.00ACME UNIFORM FOR INDUSTRY UNIFORM CLEANING EXPENSE 25KTHRES $605.90

UNIFORM CLEANING EXPENSE TOTAL $605.90A-1 UNIFORM CITY INC. UNIFORM EXPENSE 25KTHRES $381.00ALKO DISTRIBUTORS UNIFORM EXPENSE 25KTHRES $500.00KEYSTONE UNIFORM CAP UNIFORM EXPENSE 25KTHRES $420.00MUNCIPAL EMERGENCY SERVICES UNIFORM EXPENSE 25KTHRES $1,274.16PNC BANK P-CARD UNIFORM EXPENSE 25KTHRES $13,668.18PUBLIC SAFETY UNLIMITED UNIFORM EXPENSE 25KTHRES $175.00

UNIFORM EXPENSE TOTAL $16,418.34EMPLOYEE PASS THROUGH PAYMENTS UNION DUES, EMPLOYEE CONTRIBUTIONS, ETC. NONE $192,205.06

UNION DUES, EMPLOYEE CONTRIBUTIONS, ETC. TOTAL $192,205.06NAPA AUTO PARTS VEHICLE PARTS FOR REPAIRS D-18-013 $7,707.55

VEHICLE PARTS FOR REPAIRS TOTAL $7,707.55CAMDEN COUNTY MUA WATER & SEWER EXPENSE UTILITY $1,936.00CITY OF CAMDEN WATER & SEWER EXPENSE UTILITY $740.00CITY OF PHILA WATER & SEWER EXPENSE UTILITY $7,439.50NEW JERSEY AMERICAN WATER WATER & SEWER EXPENSE UTILITY $859.28W.B. MASON CO. INC WATER & SEWER EXPENSE D-17-037 $1,265.60

WATER & SEWER EXPENSE TOTAL $12,240.38AECOM TECHNICAL SERVICES, INC. WOODCREST STATION PLATFORM REHABILITATIOD-18-029 $17,745.12 **

WOODCREST STATION PLATFORM REHABILITATIO TOTAL $17,745.12QUAL-LYNX WORKMEN'S COMPENSATION D-17-017 $126,522.83

WORKMEN'S COMPENSATION TOTAL $126,522.83

** Capital Expenditures*** Multiple Invoices Page 6 of 7

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MEETING DATE 4/17/2019

VENDOR NAME ITEM DESCRIPTIONRESOLUTION #/ AUTHORIZATION AMOUNT

PEIRCE-PHELPS INC WWB STOREROOM HVAC SPLIT SYSTEM 25KTHRES $7,858.93 **PEIRCE-PHELPS INC WWB STOREROOM HVAC SPLIT SYSTEM TOTAL $7,858.93 **

$35,671,237.19

** Capital Expenditures*** Multiple Invoices Page 7 of 7

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DRPA MONTHLY LISTOF PREVIOUSLY APPROVED

PURCHASE ORDERS & CONTRACTS

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DRPA Monthly List of Previously Approved Purchase Order Contracts March-2019

PurchasingDocument

Item Document Date Vendor/supplying plant

Material Group Desc. Net OrderValue

4500009163 500.004500009163 1 3/6/2019 100034 ALKO DISTRIBUTORS CLOTHING UNIFORM 126.00

4500009163 2 3/6/2019 100034 ALKO DISTRIBUTORS CLOTHING UNIFORM 134.00

4500009163 3 3/6/2019 100034 ALKO DISTRIBUTORS CLOTHING UNIFORM 240.00

4500010201 91.504500010201 1 3/7/2019 100262 ALKO DISTRIBUTORS CLOTHING UNIFORM 39.004500010201 2 3/7/2019 100262 ALKO DISTRIBUTORS CLOTHING UNIFORM 52.504500010296 1,795.004500010296 1 3/12/2019 101672 KERSHNER OFFICE FURNITURE, INC FURNITURE 987.004500010296 2 3/12/2019 101672 KERSHNER OFFICE FURNITURE, INC FURNITURE 329.004500010296 3 3/12/2019 101672 KERSHNER OFFICE FURNITURE, INC FURNITURE 319.004500010296 4 3/12/2019 101672 KERSHNER OFFICE FURNITURE, INC FURNITURE 160.004500010401 530.104500010401 1 3/1/2019 100501 W.B. MASON CO. INC OFFICE SUPPLIES 220.86

4500010401 2 3/1/2019 100501 W.B. MASON CO. INC OFFICE SUPPLIES 309.24

4500010402 311.764500010402 1 3/1/2019 100970 LAWSON PRODUCTS INC HARDWARE & RELATED 311.76

4500010406 3,025.924500010406 1 3/4/2019 101508 M.B. COMPANIES, INC PAINTING EQP/ACCESS 3,025.924500010407 388.004500010407 1 3/5/2019 101758 CYBERTECH INC ELEC&SIG PARTS/MAINT 24.00

4500010407 2 3/5/2019 101758 CYBERTECH INC ELEC&SIG PARTS/MAINT 26.00

4500010407 3 3/5/2019 101758 CYBERTECH INC ELEC&SIG PARTS/MAINT 26.00

4500010407 4 3/5/2019 101758 CYBERTECH INC ELEC&SIG PARTS/MAINT 24.00

4500010407 5 3/5/2019 101758 CYBERTECH INC ELEC&SIG PARTS/MAINT 72.00

4500010407 6 3/5/2019 101758 CYBERTECH INC ELEC&SIG PARTS/MAINT 72.00

4500010407 7 3/5/2019 101758 CYBERTECH INC ELEC&SIG PARTS/MAINT 72.00

4500010407 8 3/5/2019 101758 CYBERTECH INC ELEC&SIG PARTS/MAINT 72.00

4500010409 248.754500010409 1 3/5/2019 102375 ANA SOURCING LLC 1ST AID & SAFETY EQP 248.75

4500010413 1,000.004500010413 1 3/5/2019 100525 Y-PERS, INC. JANITORIAL SUPPLIES 1,000.00

4500010415 448.664500010415 1 3/5/2019 100302 MULTIFACET, INC. HARDWARE & RELATED 163.00

4500010415 2 3/5/2019 100302 MULTIFACET, INC. HARDWARE & RELATED 285.66

4500010418 7,518.004500010418 1 3/6/2019 100644 FRANKLIN - GRIFFITH, LLC MAIN/REPAIR-RAILROAD 4,443.004500010418 2 3/6/2019 100644 FRANKLIN - GRIFFITH, LLC MAIN/REPAIR-RAILROAD 3,075.004500010420 2,559.604500010420 1 3/6/2019 100169 EPLUS TECHNOLOGY, INC. DATA PROC SRVS & SW 2,559.60

4500010425 3,020.004500010425 1 3/6/2019 100381 R&R RADAR, INC. POLICE EQP AND SUPP 3,000.00

4500010425 2 3/6/2019 100381 R&R RADAR, INC. POLICE EQP AND SUPP 20.00

4500010426 23,739.064500010426 1 3/6/2019 100535 INTERCON TRUCK EQUIPMENT INC AUTO BODY/ACS PRTS 23,144.004500010426 2 3/6/2019 100535 INTERCON TRUCK EQUIPMENT INC AUTO BODY/ACS PRTS 520.304500010426 3 3/6/2019 100535 INTERCON TRUCK EQUIPMENT INC AUTO BODY/ACS PRTS 74.764500010427 2,484.904500010427 1 3/6/2019 101498 MPS COMMUNICATION GRAPHICS, INC. FORMS CONTINUOUS 1,961.85

4500010427 2 3/6/2019 101498 MPS COMMUNICATION GRAPHICS, INC. FORMS CONTINUOUS 523.05

4500010428 8,741.394500010428 1 3/7/2019 100837 DELL MARKETING L.P. COMP HW/PERIPH-MICRO 851.16

4500010428 2 3/7/2019 100837 DELL MARKETING L.P. COMP HW/PERIPH-MICRO 6,719.75

4500010428 3 3/7/2019 100837 DELL MARKETING L.P. COMP HW/PERIPH-MICRO 279.98

4500010428 4 3/7/2019 100837 DELL MARKETING L.P. COMP HW/PERIPH-MICRO 890.50

4500010429 2,571.004500010429 1 3/8/2019 101545 FASTENAL NJPEN BLDGS/STRUCTS- FAB. 2,571.00

4500010440 563.804500010440 1 3/11/2019 100337 PAPER MART INC ENVELOPES, PLAIN/PRT 563.804500010441 736.004500010441 1 3/11/2019 102030 CUSTOM BANDAG INC. TIRES AND TUBES 736.00

4500010443 861.484500010443 1 3/11/2019 102392 DREAMCHEM LLC HARDWARE & RELATED 861.48

4500010454 91.50

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4500010454 1 3/12/2019 100262 KEYPORT ARMY NAVY CLOTHING UNIFORM 39.004500010454 2 3/12/2019 100262 KEYPORT ARMY NAVY CLOTHING UNIFORM 52.504500010458 1,930.004500010458 1 3/12/2019 100525 Y-PERS, INC. 1ST AID & SAFETY EQP 1,930.00

4500010459 495.634500010459 1 3/12/2019 100646 W.W. GRAINGER INC. HARDWARE & RELATED 495.63

4500010464 546.004500010464 1 3/13/2019 101067 PEMBERTON ELECTRICAL SUPPLY COMPANY ELEC EQP/SUPP-NO CBL 252.00

4500010464 2 3/13/2019 101067 PEMBERTON ELECTRICAL SUPPLY COMPANY ELEC EQP/SUPP-NO CBL 294.00

4500010465 100.004500010465 1 3/13/2019 100302 MULTIFACET, INC. PAINTING EQP/ACCESS 100.00

4500010466 980.204500010466 1 3/13/2019 102375 ANA SOURCING LLC 1ST AID & SAFETY EQP 430.20

4500010466 2 3/13/2019 102375 ANA SOURCING LLC HARDWARE & RELATED 550.00

4500010467 1,995.304500010467 1 3/13/2019 102030 CUSTOM BANDAG INC. TIRES AND TUBES 1,995.30

4500010468 4,762.204500010468 1 3/13/2019 100530 SHI INTERNATIONAL CORP COMP HW/PERIPH-MICRO 4,762.20

4500010469 2,650.004500010469 1 3/13/2019 102092 MARTEK INDUSTRIES, INC. MAINT/REPAIR-ELECT. 2,650.00

4500010470 3,526.004500010470 1 3/14/2019 100644 FRANKLIN - GRIFFITH, LLC MAINT/REPAIR-ELECT. 2,550.004500010470 2 3/14/2019 100644 FRANKLIN - GRIFFITH, LLC MAINT/REPAIR-ELECT. 976.004500010471 3,536.874500010471 1 3/14/2019 100950 JOSEPH FAZZIO INC. BLDGS/STRUCTS- FAB. 3,041.40

4500010471 2 3/14/2019 100950 JOSEPH FAZZIO INC. BLDGS/STRUCTS- FAB. 307.50

4500010471 3 3/14/2019 100950 JOSEPH FAZZIO INC. BLDGS/STRUCTS- FAB. 128.97

4500010471 4 3/14/2019 100950 JOSEPH FAZZIO INC. BLDGS/STRUCTS- FAB. 59.00

4500010485 8,475.004500010485 1 3/15/2019 100527 ZONE STRIPING, INC. RD&HWY BUILD. MATS 8,475.004500010494 22,595.004500010494 1 3/18/2019 102407 TRICOR DIRECT INC ELEC&SIG PARTS/MAINT 17,596.004500010494 2 3/18/2019 102407 TRICOR DIRECT INC ELEC&SIG PARTS/MAINT 4,999.004500010496 1,983.804500010496 1 3/18/2019 101672 KERSHNER OFFICE FURNITURE, INC FURNITURE 1,113.274500010496 2 3/18/2019 101672 KERSHNER OFFICE FURNITURE, INC FURNITURE 371.094500010496 3 3/18/2019 101672 KERSHNER OFFICE FURNITURE, INC FURNITURE 359.444500010496 4 3/18/2019 101672 KERSHNER OFFICE FURNITURE, INC FURNITURE 140.004500010499 1,655.504500010499 1 3/19/2019 102375 ANA SOURCING LLC JANITORIAL SUPPLIES 571.20

4500010499 2 3/19/2019 102375 ANA SOURCING LLC 1ST AID & SAFETY EQP 899.504500010499 3 3/19/2019 102375 ANA SOURCING LLC HARDWARE & RELATED 184.80

4500010501 3,439.804500010501 1 3/19/2019 101067 PEMBERTON ELECTRICAL SUPPLY COMPANY ELEC EQP/SUPP-NO CBL 748.80

4500010501 2 3/19/2019 101067 PEMBERTON ELECTRICAL SUPPLY COMPANY NON ELECTRON-CBL/WRE 828.00

4500010501 3 3/19/2019 101067 PEMBERTON ELECTRICAL SUPPLY COMPANY NON ELECTRON-CBL/WRE 621.00

4500010501 4 3/19/2019 101067 PEMBERTON ELECTRICAL SUPPLY COMPANY NON ELECTRON-CBL/WRE 621.00

4500010501 5 3/19/2019 101067 PEMBERTON ELECTRICAL SUPPLY COMPANY NON ELECTRON-CBL/WRE 621.00

4500010503 2,287.684500010503 1 3/19/2019 100302 MULTIFACET, INC. HARDWARE & RELATED 1,243.204500010503 2 3/19/2019 100302 MULTIFACET, INC. HARDWARE & RELATED 782.404500010503 3 3/19/2019 100302 MULTIFACET, INC. AUTO ACCESSORIES 262.084500010504 6,409.004500010504 1 3/19/2019 101181 TRANSPO INDUSTRIES INC MAIN/REPAIR-RAILROAD 795.004500010504 2 3/19/2019 101181 TRANSPO INDUSTRIES INC MAIN/REPAIR-RAILROAD 1,188.004500010504 3 3/19/2019 101181 TRANSPO INDUSTRIES INC MAIN/REPAIR-RAILROAD 1,568.004500010504 4 3/19/2019 101181 TRANSPO INDUSTRIES INC MAIN/REPAIR-RAILROAD 2,708.004500010504 5 3/19/2019 101181 TRANSPO INDUSTRIES INC MAIN/REPAIR-RAILROAD 150.004500010509 5,219.654500010509 1 3/22/2019 100465 TOTAL EQUIPMENT TRAINING MAIN/REPAIR-TEST EQP 259.274500010509 2 3/22/2019 100465 TOTAL EQUIPMENT TRAINING MAIN/REPAIR-TEST EQP 259.274500010509 3 3/22/2019 100465 TOTAL EQUIPMENT TRAINING MAIN/REPAIR-TEST EQP 245.004500010509 4 3/22/2019 100465 TOTAL EQUIPMENT TRAINING MAIN/REPAIR-TEST EQP 259.274500010509 5 3/22/2019 100465 TOTAL EQUIPMENT TRAINING MAIN/REPAIR-TEST EQP 259.274500010509 6 3/22/2019 100465 TOTAL EQUIPMENT TRAINING MAIN/REPAIR-TEST EQP 259.274500010509 7 3/22/2019 100465 TOTAL EQUIPMENT TRAINING MAIN/REPAIR-TEST EQP 259.27

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DRPA Monthly List of Previously Approved Purchase Order Contracts March-2019

4500010509 8 3/22/2019 100465 TOTAL EQUIPMENT TRAINING MAIN/REPAIR-TEST EQP 259.274500010509 9 3/22/2019 100465 TOTAL EQUIPMENT TRAINING MAIN/REPAIR-TEST EQP 245.004500010509 10 3/22/2019 100465 TOTAL EQUIPMENT TRAINING MAIN/REPAIR-TEST EQP 259.274500010509 11 3/22/2019 100465 TOTAL EQUIPMENT TRAINING MAIN/REPAIR-TEST EQP 259.274500010509 12 3/22/2019 100465 TOTAL EQUIPMENT TRAINING MAIN/REPAIR-TEST EQP 245.004500010509 13 3/22/2019 100465 TOTAL EQUIPMENT TRAINING MAIN/REPAIR-TEST EQP 259.274500010509 14 3/22/2019 100465 TOTAL EQUIPMENT TRAINING MAIN/REPAIR-TEST EQP 259.274500010509 15 3/22/2019 100465 TOTAL EQUIPMENT TRAINING MAIN/REPAIR-TEST EQP 259.274500010509 16 3/22/2019 100465 TOTAL EQUIPMENT TRAINING MAIN/REPAIR-TEST EQP 259.274500010509 17 3/22/2019 100465 TOTAL EQUIPMENT TRAINING MAIN/REPAIR-TEST EQP 259.274500010509 18 3/22/2019 100465 TOTAL EQUIPMENT TRAINING MAIN/REPAIR-TEST EQP 245.004500010509 19 3/22/2019 100465 TOTAL EQUIPMENT TRAINING MAIN/REPAIR-TEST EQP 259.274500010509 20 3/22/2019 100465 TOTAL EQUIPMENT TRAINING MAIN/REPAIR-TEST EQP 330.604500010509 21 3/22/2019 100465 TOTAL EQUIPMENT TRAINING MAIN/REPAIR-TEST EQP 20.004500010511 14,791.864500010511 1 3/20/2019 102187 CRAFCO, INC. ROAD/GRDS/PARK AREA 5,040.00

4500010511 2 3/20/2019 102187 CRAFCO, INC. ROAD/GRDS/PARK AREA 2,016.00

4500010511 3 3/20/2019 102187 CRAFCO, INC. ROAD/GRDS/PARK AREA 4,032.00

4500010511 4 3/20/2019 102187 CRAFCO, INC. ROAD/GRDS/PARK AREA 2,016.00

4500010511 5 3/20/2019 102187 CRAFCO, INC. ROAD/GRDS/PARK AREA 210.004500010511 6 3/20/2019 102187 CRAFCO, INC. ROAD/GRDS/PARK AREA 210.004500010511 7 3/20/2019 102187 CRAFCO, INC. ROAD/GRDS/PARK AREA 210.00

4500010511 8 3/20/2019 102187 CRAFCO, INC. ROAD/GRDS/PARK AREA 210.00

4500010511 9 3/20/2019 102187 CRAFCO, INC. ROAD/GRDS/PARK AREA 124.26

4500010511 10 3/20/2019 102187 CRAFCO, INC. ROAD/GRDS/PARK AREA 124.26

4500010511 11 3/20/2019 102187 CRAFCO, INC. ROAD/GRDS/PARK AREA 124.26

4500010511 12 3/20/2019 102187 CRAFCO, INC. ROAD/GRDS/PARK AREA 158.36

4500010511 13 3/20/2019 102187 CRAFCO, INC. ROAD/GRDS/PARK AREA 158.36

4500010511 14 3/20/2019 102187 CRAFCO, INC. ROAD/GRDS/PARK AREA 158.36

4500010513 2,113.774500010513 1 3/20/2019 102397 DENNEY ELECTRIC SUPPLY OF MAINT/REPAIR-BLDG 256.76

4500010513 2 3/20/2019 102397 DENNEY ELECTRIC SUPPLY OF MAINT/REPAIR-BLDG 32.37

4500010513 3 3/20/2019 102397 DENNEY ELECTRIC SUPPLY OF MAINT/REPAIR-BLDG 37.23

4500010513 4 3/20/2019 102397 DENNEY ELECTRIC SUPPLY OF MAINT/REPAIR-BLDG 21.93

4500010513 5 3/20/2019 102397 DENNEY ELECTRIC SUPPLY OF MAINT/REPAIR-BLDG 6.22

4500010513 6 3/20/2019 102397 DENNEY ELECTRIC SUPPLY OF MAINT/REPAIR-BLDG 41.14

4500010513 7 3/20/2019 102397 DENNEY ELECTRIC SUPPLY OF MAINT/REPAIR-BLDG 7.76

4500010513 8 3/20/2019 102397 DENNEY ELECTRIC SUPPLY OF MAINT/REPAIR-BLDG 6.59

4500010513 9 3/20/2019 102397 DENNEY ELECTRIC SUPPLY OF MAINT/REPAIR-BLDG 476.46

4500010513 10 3/20/2019 102397 DENNEY ELECTRIC SUPPLY OF MAINT/REPAIR-BLDG 38.88

4500010513 11 3/20/2019 102397 DENNEY ELECTRIC SUPPLY OF MAINT/REPAIR-BLDG 38.88

4500010513 12 3/20/2019 102397 DENNEY ELECTRIC SUPPLY OF MAINT/REPAIR-BLDG 355.00

4500010513 13 3/20/2019 102397 DENNEY ELECTRIC SUPPLY OF MAINT/REPAIR-BLDG 95.70

4500010513 14 3/20/2019 102397 DENNEY ELECTRIC SUPPLY OF MAINT/REPAIR-BLDG 64.43

4500010513 15 3/20/2019 102397 DENNEY ELECTRIC SUPPLY OF MAINT/REPAIR-BLDG 173.06

4500010513 16 3/20/2019 102397 DENNEY ELECTRIC SUPPLY OF MAINT/REPAIR-BLDG 26.30

4500010513 17 3/20/2019 102397 DENNEY ELECTRIC SUPPLY OF MAINT/REPAIR-BLDG 5.14

4500010513 18 3/20/2019 102397 DENNEY ELECTRIC SUPPLY OF MAINT/REPAIR-BLDG 11.03

4500010513 19 3/20/2019 102397 DENNEY ELECTRIC SUPPLY OF MAINT/REPAIR-BLDG 171.64

4500010513 20 3/20/2019 102397 DENNEY ELECTRIC SUPPLY OF MAINT/REPAIR-BLDG 35.47

4500010513 21 3/20/2019 102397 DENNEY ELECTRIC SUPPLY OF MAINT/REPAIR-BLDG 23.65

4500010513 22 3/20/2019 102397 DENNEY ELECTRIC SUPPLY OF MAINT/REPAIR-BLDG 31.23

4500010513 23 3/20/2019 102397 DENNEY ELECTRIC SUPPLY OF MAINT/REPAIR-BLDG 156.90

4500010514 505.204500010514 1 3/20/2019 100822 COURIER POST AD/PROMO ITEMS 505.20

4500010515 5,964.424500010515 1 3/20/2019 101078 PHILADELPHIA TRIBUNE AD/PROMO ITEMS 5,964.42

4500010516 24,000.004500010516 1 3/20/2019 101509 PHILADELPHIA MEDIA NETWORK AD/PROMO ITEMS 24,000.00

4500010530 1,765.204500010530 1 3/21/2019 100270 LACAL EQUIPMENT INC AUTO ACCESSORIES 1,765.204500010531 340.574500010531 1 3/21/2019 101489 AALL AMERICAN FASTENERS FASTENERS 162.12

4500010531 2 3/21/2019 101489 AALL AMERICAN FASTENERS FASTENERS 147.60

4500010531 3 3/21/2019 101489 AALL AMERICAN FASTENERS FASTENERS 30.85

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4500010534 1,780.004500010534 1 3/21/2019 100390 RE BUSINESS SOLUTIONS INC DATA PROC SRVS & SW 1,780.00

4500010535 4,785.004500010535 1 3/21/2019 102408 D-MAC INDUSTRIES INC ROOFING 4,785.00

4500010540 603.904500010540 1 3/22/2019 101803 TRI-STATE DISTRIBUTORS OF NJ, INC PLUMBING EQP & SUPP 298.804500010540 2 3/22/2019 101803 TRI-STATE DISTRIBUTORS OF NJ, INC HARDWARE & RELATED 199.504500010540 3 3/22/2019 101803 TRI-STATE DISTRIBUTORS OF NJ, INC AUTO ACCESSORIES 105.604500010544 768.004500010544 1 3/22/2019 100271 LANDSMAN UNIFORMS CLOTHING UNIFORM 768.004500010556 1,850.004500010556 1 3/28/2019 100644 FRANKLIN - GRIFFITH, LLC ELEC&SIG PARTS/MAINT 1,850.00

4500010559 276.004500010559 1 3/25/2019 100033 AL DIA NEWSPAPER, INC COMMS AND MEDIA SRVS 276.00

4500010560 256.474500010560 1 3/25/2019 101078 PHILADELPHIA TRIBUNE COMMS AND MEDIA SRVS 256.474500010561 597.004500010561 1 3/25/2019 101509 PHILADELPHIA MEDIA NETWORK COMMS AND MEDIA SRVS 597.004500010562 5,579.024500010562 1 3/25/2019 100318 NEW PIG CORP ENV AND ECO SRVS 5,491.444500010562 2 3/25/2019 100318 NEW PIG CORP ENV AND ECO SRVS 87.584500010564 5,208.304500010564 1 3/25/2019 100644 FRANKLIN - GRIFFITH, LLC MAINT/REPAIR-ELECT. 762.30

4500010564 2 3/25/2019 100644 FRANKLIN - GRIFFITH, LLC MAINT/REPAIR-ELECT. 216.00

4500010564 3 3/25/2019 100644 FRANKLIN - GRIFFITH, LLC MAINT/REPAIR-ELECT. 680.00

4500010564 4 3/25/2019 100644 FRANKLIN - GRIFFITH, LLC MAINT/REPAIR-ELECT. 3,550.00

4500010568 4,244.004500010568 1 3/26/2019 101181 TRANSPO INDUSTRIES INC MAIN/REPAIR-RAILROAD 784.004500010568 2 3/26/2019 101181 TRANSPO INDUSTRIES INC MAIN/REPAIR-RAILROAD 1,354.004500010568 3 3/26/2019 101181 TRANSPO INDUSTRIES INC MAIN/REPAIR-RAILROAD 2,031.004500010568 4 3/26/2019 101181 TRANSPO INDUSTRIES INC MAIN/REPAIR-RAILROAD 75.004500010574 44.964500010574 1 3/27/2019 100822 COURIER POST COMMS AND MEDIA SRVS 44.964500010575 2,935.504500010575 1 3/27/2019 100644 FRANKLIN - GRIFFITH, LLC MAINT/REPAIR-ELECT. 2,935.504500010576 7,930.004500010576 1 3/27/2019 100446 T. SLACK ENVIRONMENTAL SERVICES TANKS 2,000.004500010576 2 3/27/2019 100446 T. SLACK ENVIRONMENTAL SERVICES TANKS 1,800.004500010576 3 3/27/2019 100446 T. SLACK ENVIRONMENTAL SERVICES TANKS 3,500.004500010576 4 3/27/2019 100446 T. SLACK ENVIRONMENTAL SERVICES TANKS 500.004500010576 5 3/27/2019 100446 T. SLACK ENVIRONMENTAL SERVICES TANKS 130.004500010577 9,430.004500010577 1 3/27/2019 100446 T. SLACK ENVIRONMENTAL SERVICES TANKS 2,000.004500010577 2 3/27/2019 100446 T. SLACK ENVIRONMENTAL SERVICES TANKS 1,800.004500010577 3 3/27/2019 100446 T. SLACK ENVIRONMENTAL SERVICES TANKS 5,000.004500010577 4 3/27/2019 100446 T. SLACK ENVIRONMENTAL SERVICES TANKS 500.004500010577 5 3/27/2019 100446 T. SLACK ENVIRONMENTAL SERVICES TANKS 130.004500010578 8,460.004500010578 1 3/27/2019 100446 T. SLACK ENVIRONMENTAL SERVICES TANKS 2,000.004500010578 2 3/27/2019 100446 T. SLACK ENVIRONMENTAL SERVICES TANKS 1,800.004500010578 3 3/27/2019 100446 T. SLACK ENVIRONMENTAL SERVICES TANKS 4,030.004500010578 4 3/27/2019 100446 T. SLACK ENVIRONMENTAL SERVICES TANKS 130.004500010578 5 3/27/2019 100446 T. SLACK ENVIRONMENTAL SERVICES TANKS 500.004500010579 8,460.004500010579 1 3/27/2019 100446 T. SLACK ENVIRONMENTAL SERVICES TANKS 2,000.004500010579 2 3/27/2019 100446 T. SLACK ENVIRONMENTAL SERVICES TANKS 1,800.004500010579 3 3/27/2019 100446 T. SLACK ENVIRONMENTAL SERVICES TANKS 4,030.004500010579 4 3/27/2019 100446 T. SLACK ENVIRONMENTAL SERVICES TANKS 130.004500010579 5 3/27/2019 100446 T. SLACK ENVIRONMENTAL SERVICES TANKS 500.004500010580 4,575.384500010580 1 3/27/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC MAINT/REPAIR-BLDG 292.184500010580 2 3/27/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC MAINT/REPAIR-BLDG 2,879.204500010580 3 3/27/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC MAINT/REPAIR-BLDG 63.204500010580 4 3/27/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC MAINT/REPAIR-BLDG 79.204500010580 5 3/27/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC MAINT/REPAIR-BLDG 302.404500010580 6 3/27/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC MAINT/REPAIR-BLDG 959.204500010582 746.94

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4500010582 1 3/27/2019 100445 T. FRANK MCCALL'S, INC. PAINTING EQP/ACCESS 109.444500010582 2 3/27/2019 100445 T. FRANK MCCALL'S, INC. PAINTING EQP/ACCESS 637.504500010583 5,388.184500010583 1 3/28/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC MAINT/REPAIR-ELECT. 292.184500010583 2 3/28/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC MAINT/REPAIR-ELECT. 4,480.004500010583 3 3/28/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC MAINT/REPAIR-ELECT. 616.004500010584 13,323.004500010584 1 3/28/2019 100515 WILLIER ELECTRIC MOTOR REPAIR CO., PUMPING EQP&ACCESS 5,550.004500010584 2 3/28/2019 100515 WILLIER ELECTRIC MOTOR REPAIR CO., PUMPING EQP&ACCESS 6,763.004500010584 3 3/28/2019 100515 WILLIER ELECTRIC MOTOR REPAIR CO., PUMPING EQP&ACCESS 760.004500010584 4 3/28/2019 100515 WILLIER ELECTRIC MOTOR REPAIR CO., MISC PROF SRVS 250.004500010585 3,064.564500010585 1 3/28/2019 100170 EQUIPMENT TRADE SERVICE CO INC MAIN/REPAIR-RAILROAD 2,864.88

4500010585 2 3/28/2019 100170 EQUIPMENT TRADE SERVICE CO INC MAIN/REPAIR-RAILROAD 199.68

4500010587 3,528.604500010587 1 3/28/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC MAINT/REPAIR-ELECT. 479.204500010587 2 3/28/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC MAINT/REPAIR-ELECT. 130.204500010587 3 3/28/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC MAINT/REPAIR-ELECT. 2,879.204500010587 4 3/28/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC MAINT/REPAIR-ELECT. 40.004500010588 6,797.784500010588 1 3/28/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC ELECTRON COMPON/PRTS 5,758.404500010588 2 3/28/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC ELECTRON COMPON/PRTS 462.404500010588 3 3/28/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC ELECTRON COMPON/PRTS 126.404500010588 4 3/28/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC ELECTRON COMPON/PRTS 158.404500010588 5 3/28/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC ELECTRON COMPON/PRTS 292.184500010589 24,834.454500010589 1 3/28/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC MAINT/REPAIR-ELECT. 730.454500010589 2 3/28/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC MAINT/REPAIR-ELECT. 14,396.004500010589 3 3/28/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC MAINT/REPAIR-ELECT. 1,156.004500010589 4 3/28/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC MAINT/REPAIR-ELECT. 3,400.004500010589 5 3/28/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC MAINT/REPAIR-ELECT. 3,400.004500010589 6 3/28/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC MAINT/REPAIR-ELECT. 752.004500010589 7 3/28/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC MAINT/REPAIR-ELECT. 1,000.004500010590 516.004500010590 1 3/28/2019 100968 LAWMEN SUPPLY CO OF NEW JERSEY INC POLICE EQP AND SUPP 129.004500010590 2 3/28/2019 100968 LAWMEN SUPPLY CO OF NEW JERSEY INC POLICE EQP AND SUPP 129.004500010590 3 3/28/2019 100968 LAWMEN SUPPLY CO OF NEW JERSEY INC POLICE EQP AND SUPP 129.004500010590 4 3/28/2019 100968 LAWMEN SUPPLY CO OF NEW JERSEY INC POLICE EQP AND SUPP 129.004500010591 4,625.104500010591 1 3/28/2019 100734 ARAMSCO, INC. POLICE EQP AND SUPP 3,237.574500010591 2 3/28/2019 100734 ARAMSCO, INC. POLICE EQP AND SUPP 1,387.534500010592 8,185.004500010592 1 3/28/2019 100937 INTERNATIONAL ROAD DYNAMICS CORP. FARE COLLECTION EQP 7,790.004500010592 2 3/28/2019 100937 INTERNATIONAL ROAD DYNAMICS CORP. FARE COLLECTION EQP 395.004500010593 2,504.954500010593 1 3/28/2019 100059 ATLANTIC TACTICAL POLICE EQP AND SUPP 275.004500010593 2 3/28/2019 100059 ATLANTIC TACTICAL POLICE EQP AND SUPP 275.004500010593 3 3/28/2019 100059 ATLANTIC TACTICAL POLICE EQP AND SUPP 275.004500010593 4 3/28/2019 100059 ATLANTIC TACTICAL POLICE EQP AND SUPP 275.004500010593 5 3/28/2019 100059 ATLANTIC TACTICAL POLICE EQP AND SUPP 275.004500010593 6 3/28/2019 100059 ATLANTIC TACTICAL POLICE EQP AND SUPP 550.004500010593 7 3/28/2019 100059 ATLANTIC TACTICAL POLICE EQP AND SUPP 275.004500010593 8 3/28/2019 100059 ATLANTIC TACTICAL POLICE EQP AND SUPP 275.004500010593 9 3/28/2019 100059 ATLANTIC TACTICAL POLICE EQP AND SUPP 29.954500010594 7,519.804500010594 1 3/28/2019 100144 E.O. HABHEGGER CO., INC. FUEL/OIL/GREASE 7,519.804500010595 2,404.184500010595 1 3/28/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC MAINT/REPAIR-ELECT. 292.184500010595 2 3/28/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC MAINT/REPAIR-ELECT. 1,918.404500010595 3 3/28/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC MAINT/REPAIR-ELECT. 193.604500010596 1,874.824500010596 1 3/28/2019 100837 DELL MARKETING L.P. COMP HW/PERIPH-MICRO 853.354500010596 2 3/28/2019 100837 DELL MARKETING L.P. COMP HW/PERIPH-MICRO 33.294500010596 3 3/28/2019 100837 DELL MARKETING L.P. COMP HW/PERIPH-MICRO 48.994500010596 4 3/28/2019 100837 DELL MARKETING L.P. COMP HW/PERIPH-MICRO 858.034500010596 5 3/28/2019 100837 DELL MARKETING L.P. COMP HW/PERIPH-MICRO 32.174500010596 6 3/28/2019 100837 DELL MARKETING L.P. COMP HW/PERIPH-MICRO 48.994500010603 974.00

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4500010603 1 3/29/2019 100302 MULTIFACET, INC. AUTO ACCESSORIES 560.004500010603 2 3/29/2019 100302 MULTIFACET, INC. AUTO ACCESSORIES 414.004500010604 480.004500010604 1 3/29/2019 101803 TRI-STATE DISTRIBUTORS OF NJ, INC ELEC EQP/SUPP-NO CBL 480.004500010605 109.004500010605 1 3/29/2019 100646 W.W. GRAINGER INC. HARDWARE & RELATED 109.004500010607 6,441.784500010607 1 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 221.544500010607 2 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 7.714500010607 3 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 8.884500010607 4 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 12.604500010607 5 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 14.604500010607 6 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 3.964500010607 7 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 8.524500010607 8 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 0.484500010607 9 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 8.764500010607 10 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 7.084500010607 11 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 149.004500010607 12 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 24.884500010607 13 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 147.004500010607 14 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 188.004500010607 15 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 435.394500010607 16 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 393.084500010607 17 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 979.004500010607 18 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 7.644500010607 19 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 19.084500010607 20 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 23.524500010607 21 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 26.004500010607 22 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 10.044500010607 23 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 19.044500010607 24 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 2.104500010607 25 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 0.844500010607 26 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 17.884500010607 27 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 14.284500010607 28 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 642.204500010607 29 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 24.504500010607 30 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 200.004500010607 31 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 200.004500010607 32 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 200.004500010607 33 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 130.004500010607 34 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 200.004500010607 35 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 188.104500010607 36 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 107.204500010607 37 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 95.004500010607 38 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 126.504500010607 39 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 214.504500010607 40 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 72.004500010607 41 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 146.004500010607 42 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 67.604500010607 43 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 109.504500010607 44 3/29/2019 102397 DENNEY ELECTRIC SUPPLY OF ELEC EQP/SUPP-NO CBL 967.784500010608 20,000.004500010608 1 3/29/2019 102406 DETECTIVES PRIVATE INVESTIGATORS IN MISC PROF SRVS 20,000.00

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OPERATIONS & MAINTENANCE

COMMITTEE

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DELAWARE RIVER PORT AUTHORITYOperations & Maintenance Committee Meeting

One Port Center2 Riverside DriveCamden, New JerseyTuesday, April 2, 2019

Commissioners:Albert Frattali, Chairman of the Operations & Maintenance CommitteeAngelina Perryman (via telephone)Robert Borski (via telephone)Richard SweeneyCharles FentressDaniel ChristyE. Frank DiAntonioBruce Garganio

DRPA/PATCO Staff:John T. Hanson, Chief Executive OfficerMaria Wing, Deputy Chief Executive OfficerRaymond J. Santarelli, General Counsel and Corporate SecretaryNarisa Sasitorn, Deputy General CounselSteven Holden, Deputy General CounselGerald Faber, Assistant General CounselKathleen Vandy, Assistant General CounselWilliam Shanahan, Director, Government RelationsTonyelle Cook-Artis, Manager, Government RelationsRobert Hicks, Chief Operating OfficerMichael Venuto, Chief EngineerMike Howard, Principal Engineer, EngineeringDavid Aubrey, Inspector GeneralChristina Maroney, Director, Strategic InitiativesRichard Mosback, Director, Procurement DRPA/PATCOAmy Ash, Manager, Contract AdministrationDarlene Callands, Manager, Community RelationsJohn Rink, General Manager, PATCORohan Hepkins, Assistant General Manager, PATCOSteve Reiners, Director, Fleet ManagementLarry Walton, Bridge Director, Walt Whitman and Commodore Barry BridgesCharles Cunningham, Director, Homeland Security & Emergency ManagementMike Williams, Manager, Corporate CommunicationsSheila Milner, Administrative Coordinator, OGCElizabeth Saylor, Administrative Coordinator, OGC

Others Present:

Craig Ambrose, Associate Counsel, New Jersey Governor’s Authorities UnitAlan Becker, Citizens’ Advisory Committee member

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CALL TO ORDER

Committee Chairman Frattali called the meeting of the Operations & Maintenance Committee ofthe Delaware River Port Authority to order at 9:05 a.m. and asked the Corporate Secretary to callthe roll.

ROLL CALL

The following Commissioners were present, constituting a quorum: Frattali, Sweeney, Perryman,Borski, Christy, DiAntonio, Fentress and Garganio.

OPEN SESSION

A. Summary Statements and Resolutions for Consideration

1) Biannual Ultrasonic Testing and Analysis of Rails

PATCO General Manager Rink presented a Summary Statement and Resolution that the Boardauthorize staff to negotiate a five (5) year contract with Herzog Services, Inc. in the amount of$186,680.04 to perform biannual testing and analysis of PATCO’s rail track. This ultrasonic testingwill detect, analyze and locate rail flaws and defects of PATCO’s rails. Commissioner Fentressmoved to forward the matter to the Board for consideration and Commissioner DiAntonio secondedthe motion. There were no questions or comments. All remaining Commissioners in attendancevoted to approve the motion.

2) Walt Whitman Bridge Training and Exercise Program

Director of Government Relations Shanahan presented a Summary Statement and Resolution thatthe Board authorize staff to negotiate an agreement with the successful vendor, as selected from theDRPA RFP procurement process, in an amount not to exceed $299,250.00 with a project purpose todevelop a Multiple Exercise Program for the Walt Whitman Bridge to test response capabilities.Specifically, this will prepare/test the DRPA, USCG Sector Delaware Bay, Public Safety, Federal,State, County, Regional Partners and Regional Homeland Security Department response capabilitiesfor responding to a Transportation Security Incident on the Walt Whitman Bridge. This project is75% or $236,250.00 funded by the 2018 PSGP Grant and 25% or $78,750.00 funded by the DRPAGeneral Fund. Commissioner Fentress moved to forward the matter to the Board for considerationand Commissioner Garganio seconded the motion. There were no questions or comments. AllCommissioners in attendance voted to approve the motion.

3) Association for Public Art Right of Entry of DRPA Property at Broad and PackerStreets, Philadelphia, PA

Director of Government Relations Shanahan presented a Summary Statement and Resolution thatthe Board authorize staff to enter into an agreement with the Association for Public Arts permittingthe use of DRPA property at Broad and Packer Streets in South Philadelphia for routine maintenanceof the Walt Whitman sculpture in place there and for a commemorative gathering celebrating WaltWhitman’s birthday on May 17, 2019. There is no cost incurred by the DRPA related to this event;all cost and insurance issues are the responsibility of the Association for Public Arts. CommissionerFentress moved to forward the matter to the Board for consideration and Commissioner Garganioseconded the motion. All Commissioners in attendance voted to approve the motion.

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4) Grove Crane RT540E

Director of Fleet Reiners presented a Summary Statement and Resolution that the Board authorizestaff to negotiate a purchase contract with Hoffman Equipment in the amount of $515,568.00 topurchase Grove-Crane RT540E. This Grove Crane RT540E will handle any derailments of trainand equipment on the PATCO line and provide safe passage. This contract is being purchased underSourcewell Contract Number 60880. Commissioner Christy moved to forward the matter to theBoard for consideration and Commissioner DiAntonio seconded the motion. There were noquestions or comments. All Commissioners in attendance voted to approve the motion.

5) Mitchell High Rail Gear

Director of Fleet Reiners presented a Summary Statement and Resolution that the Board authorizestaff to negotiate a purchase contract with Intercon Truck Equipment in the amount of $141,832.00to purchase Mitchell RT-Crane Rail Gear System. This equipment is placed on the Grove-CraneRT540E so it can travel back and forth on the PATCO rail lines. This contract is being purchasedunder PA State Co-Stars Contract Number 025-031. Commissioner Garganio moved to forward thematter to the Board for consideration and Commissioner Sweeney seconded the motion. There wereno questions or comments. All Commissioners in attendance voted to approve the motion.

DISCUSSION

Chief Engineer Venuto discussed the following four (4) Change Orders:

1. Contract No. 12-I, Installing Elevators in Remaining Stations. Mr. Venuto explainedthat this Change Order was for an allocation of $21,379 from the project’s Unforeseen SiteConditions fund.

Contract No. 18-C, PATCO Transit Car Overhaul. Mr. Venuto explained that this Change OrderNo. 7 on the project was for an allocation of $612,000 from the project’s Unforeseen Site Conditionsfund. The allocation was used for hidden damages to the new, conditionally-accepted transit cars.

3. Contract No. PATCO-58-2017, PATCO City Hall Station Concourse Level. Mr. Venutoexplained that this Change Order was a credit of $24,544 and will close out the project.

4. Contract No. WW-28-2016, WWB Centerline Catwalk Rehabilitation. Mr. Venutoexplained that Change Order was a credit of $50,000.00 from the Unforeseen Site Conditions fundand would close out the project.

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EXECUTIVE SESSION

Chairman Frattali announced that the Committee would meet in Executive Session and requestedthat Corporate Secretary Santarelli provide a description of the matters to be discussed. Mr.Santarelli stated that the general subjects to be discussed in Executive Session include pending oranticipated contract negotiations. Commissioner Fentress moved to meet in Executive Sessionand Commissioner DiAntonio seconded the motion. All Commissioners in attendance voted toapprove the motion and the committee meeting moved into Executive Session at 9:21 a.m.

The Committee met in Executive Session.

Commissioner Sweeney moved to close Executive Session and Commissioner DiAntonioseconded the motion. All Commissioners in attendance voted to approve the motion and thecommittee meeting moved back into Open Session at 9:38 a.m.

OPEN SESSION

ADJOURNMENT

With no further business, Commissioner Fentress moved to adjourn the meeting and CommissionerDiAntonio seconded the motion. All Commissioners in attendance voted to approve the motion andthe meeting adjourned at 9:38 a.m.

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SUMMARY STATEMENT

ITEM NO.: DRPA-19-035 SUBJECT: Walt Whitman BridgeTraining and Exercise Program

COMMITTEE: Operations and Maintenance

COMMITTEE MEETING DATE: April 2, 2019

BOARD ACTION DATE: April 17, 2019

PROPOSAL: That the DRPA Board of Commissioners authorize staff to enter intoan agreement with the successful vendor, selected from the DRPA RFPprocurement process, for an amount not to exceed $299,250, with theproject purpose being to develop a Multiple Exercise Program for theWalt Whitman Bridge (WWB) to test response capabilities. Theauthorization also includes $15,750 of Management andAdministration funding to cover the costs of M&A services associatedwith this project, which will be provided by our current TSGP M&Aconsultant TRIAD Associates. The FY2018 PSGP Grant projectfunding is 75% reimbursable under the grant ($236,250) and 25%($78,750) cost match from the DRPA general funds for an overallproject amount of $315,000.

PURPOSE: The purpose of this project is to develop a Multiple Exercise Programfor the Walt Whitman Bridge (WWB) which will prepare/test theDelaware River Port Authority (DRPA), USCG Sector Delaware Bay,Public Safety, Federal, State, County, Regional Partners and RegionalHomeland Security Departments ability to Prevent, Mitigate, andRespond to a Transportation Security Incident (TSI) on the WaltWhitman Bridge. The exercise program will test the responsecapabilities for responding to a Transportation Security Incident (TSI)on the Walt Whitman Bridge

BACKGROUND: The Walt Whitman Bridge (WWB), one of 4 bridge crossings over theDelaware River that DRPA owns and operates, is a suspension bridgespanning the Delaware River from Philadelphia, PA to Gloucester City,NJ. The WWB connects two of the nation's Strategic Defense HighwayNetworks (Interstates 95 and 295) and serves the Ports of Philadelphiaand Camden along the Delaware River.

The Port Security Grant Program (PSGP) provides grant funding tosupport maritime transportation infrastructure security activities.

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SUMMARY STATEMENT Walt Whitman Training andO&M 4/2/2019 Exercise Program

PSGP funds awarded for this Project Multiple Exercise Program areintended to improve port-wide maritime security risk management;enhance maritime domain awareness; support maritime securitytraining and exercises; and to maintain or reestablish maritimesecurity mitigation protocols that support port recovery and resiliencycapabilities. PSGP investments address U.S. Coast Guard (USCG)identified vulnerabilities in port security and support the prevention,protection against, response to, and recovery from attacks involvingimprovised explosive devices (IED) and other non-conventionalweapons.

SUMMARY: Amount: $315,000Source of Funds: $236,250 – (75%) 2018 PSGP Grant

$78,750 – (25%) DRPA General FundCapital Project #: N/AOperating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: August 31, 2021Other Parties Involved: DHS, FEMA, USCG, AMSC

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DRPA-19-035Operations and Maintenance Committee: April 2, 2019

Board Date: April 17, 2019Walt Whitman Bridge Training and Exercise Program

RESOLUTION

RESOLVED: That the DRPA Board of Commissioners be and hereby are authorized toenter into an agreement with the successful vendor selected from the DRPARFP procurement process for an amount not to exceed $299,250, for thepurpose of developing a Multiple Exercise Program for the Walt WhitmanBridge (WWB). The exercise program will test the response capabilities forresponding to a Transportation Security Incident (TSI) on the WaltWhitman Bridge utilizing FY 2018 DHS Port Security Grant Programfunding. The Grant also includes $15,750 of Management & Administrationfunding, services that will be provided by our current TSGP M&Aconsultant TRIAD Associates. The total authorization for this action is for$315,000 made up of an amount not to exceed $299,250 for the selectedvendor yielded from DRPA’s RFP process to develop and exercise the planand $15,750 to current M&A vendor TRIAD Associates to perform M&AServices, with the project funding coming from a FY2018 PSGP Grantallocated as 75% ($236,250) reimbursable grant funding and 25% ($78,750)from DRPA General Funds.

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: $315,000Source of Funds: $236,250 – (75%) 2018 PSGP Grant

$78,750 – (25%) DRPA General FundCapital Project #: N/AOperating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: 8/31/2021Other Parties Involved: DHS, FEMA, USCG, AMSC

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SUMMARY STATEMENT

ITEM NO.: DRPA-19-036 SUBJECT: Association for Public ArtRight of Entry of DRPA Property atBroad and Packer Streets, Philadelphia,PA.

COMMITTEE: Operations & Maintenance

COMMITTEE MEETING DATE: April 2, 2019

BOARD ACTION DATE: April 17, 2019

PROPOSAL: That the Board authorizes staff to enter into an agreement withAssociation for Public Art permitting use of DRPA property on thesouth west corner of Broad & Packer Streets in South Philadelphia,adjacent to the Walt Whitman Bridge, for a routine maintenance of theWalt Whitman sculpture in place there, and for a commemorativegathering celebrating Walt Whitman’s birthday on May 17th, 2019.

PURPOSE: To enter into an agreement with the Association for Public Art (“aPA”)allowing the use of DRPA property for routine maintenance of the WaltWhitman sculpture in place there, and for a commemorative gatheringcelebrating Walt Whitman’s birthday on May 17th, 2019. There is nocost incurred by DRPA related to this event. All cost and insuranceissues are the responsibility of aPA.

BACKGROUND: The is responsible for providing ongoing annual conservationmaintenance and care to the sculpture "Walt Whitman" by JoDavidson, installed at the Broad and Packer Streets site in 1959. Theorganization has requested annual site access during May for theirconservation professionals and aPA staff to enter the property(currently open space) for routine maintenance as needed.Additionally, on May 17, 2019 from 10AM-2PM aPA requested to holda small public event (approximately 25 adults 18+) to commemoratethe 200-year anniversary of Whitman's birth, as part of the celebration"Whitman at 200: Art & Democracy." Event to include a poetryreading and demonstration of conservation treatment.

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SUMMARY STATEMENT (2) Association for Public Art Right of EntryO&M - 04/2/2019 of DRPA Property at Broad and Packer

Streets, Philadelphia, PA.

______________________________________________________________________________

aPA shall provide a Certificate of Insurance for thefollowing: Commercial General Liability with limits of $1,000,000Each Occurrence, $2,000,000 General Aggregate, $1,000,000Products/Completed Operations Aggregate, Participants’ LegalLiability with limits of $1,000,000 Each Occurrence/Aggregate andAccident Medical coverage with an aggregate limit of $250,000 and allpolicies shall name the DRPA as Additional Insured, Primary Non-Contributory including a Waiver of Subrogation.

Costs for utilities, cleaning during and after the event and securityduring the event are incurred by aPA. Event is open to the public.

SUMMARY: Amount: $0Source of Funds: N/ACapital Project #: N/AOperating Budget: $0Master Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: 0

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DRPA-19-036O&M Committee Date: April 2, 2019

Board Date: April 17, 2019Association for Public Art Right ofEntry of DRPA Property at Broad

and Packer Streets, Philadelphia, PA.

RESOLUTION

RESOLVED: That the Board authorizes Association for Public Art (aPA) touse DRPA property at Broad and Packer Streets in Philadelphiafor routine maintenance of the Walt Whitman sculpture thereand a commemorative gathering on May 17th 2019.

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 other documentshave been approved by the Chair, Vice Chair and ChiefExecutive Officer and if thereafter either the Chair or ViceChair 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 the ChiefExecutive Officer shall execute such documents on behalf ofDRPA.

SUMMARY: Amount: $0Source of Funds: N/ACapital Project #: N/AOperating Budget: $0Master Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: 0

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SUMMARY STATEMENT

ITEM NO.: DRPA-19-037 SUBJECT: Grove Crane RT540E

COMMITTEE: Operations and Maintenance

COMMITTEE MEETING DATE: April 2, 2019

BOARD ACTION DATE: April 17, 2019

PROPOSAL: That the Board authorizes staff to negotiate a purchase contract withHoffman Equipment.1330 Huffville Road, Deptford, NJ. 08096 topurchase Grove-Crane RT540E in the amount of (515,568.00).

PURPOSE: To provide a Grove Crane RT540 to handle any derailments of train andequipment on the PATCO line and provide safe passage.

BACKGROUND: The 2019 Budget has money in the budget to purchase Grove CraneRT540E Equipment Crane are being purchased under SourcewellContract Number: 60880. Past experience has shown that state contractpricing is the most cost effective means of purchasing vehicles andequipment because pricing is quantity based.

SUMMARY: Amount: $515,568.00Source of Funds: General FundCapital Project #: SCV.19023Operating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: N/A

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DRPA-19-037Operations & Maintenance Committee: April 2, 2019

Board Date: April 17, 2019Grove Crane RT540E

RESOLUTION

RESOLVED: That the Board authorizes staff to negotiate a purchase contract withHoffman Equipment.1330 Huffville Road, Deptford, NJ. 08096 in theamount of ($515,568.0 0).

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: $515,568.70Source of Funds: General FundCapital Project #: SCV.19023,Operating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: N/A

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SUMMARY STATEMENT

ITEM NO.: DRPA-19-038 SUBJECT: Mitchell High Rail Gear

COMMITTEE: Operations and Maintenance

COMMITTEE MEETING DATE: April 2, 2019

BOARD ACTION DATE: April 17, 2019

PROPOSAL: That the Board authorizes staff to negotiate a purchase contract withIntercon Truck Equipment, Inc.142A Conchester Hwy, Aston, PA19014 to purchase Mitchell RT-Crane Rail Gear System in theamount of (141,832.00).

PURPOSE: To provide a High Rail Gear on the New RT540 crane to handle anyderailments of train and equipment on the PATCO line and provide safepassage.

BACKGROUND: The 2019 Budget has money in the budget to purchase High RailEquipment for the RT540 Crane are being purchased under PA StateCo-Stars Contract Number: 025-031. Past experience has shown thatstate contract pricing is the most cost effective means of purchasingvehicles and equipment because pricing is quantity based.

SUMMARY: Amount: $141,832.00Source of Funds: General FundCapital Project #: SCV.19023Operating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: N/A

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DRPA-19-038Operations & Maintenance Committee: April 2, 2019

Board Date: April 17, 2019Mitchell High Rail Gear

RESOLUTION

RESOLVED: That the Board authorizes staff to negotiate a purchase contract withIntercon Truck Equipment, Inc.142A Conchester Hwy, Aston, PA19014 in the amount of ($141,832.0 0).

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: $192,464.70Source of Funds: General FundCapital Project #: SCV.19023,Operating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: N/A

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LABOR COMMITTEE

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DELAWARE RIVER PORT AUTHORITYLabor Committee Meeting

One Port Center2 Riverside DriveCamden, New JerseyTuesday, April 2, 2019

Commissioners:Albert Frattali (Chairing for Ryan Boyer, Chairman of Labor Committee)Sean Murphy (for Pennsylvania Auditor General Eugene DePasquale; via telephone)Angelina Perryman (via telephone)Richard SweeneyE. Frank DiAntonioCharles FentressBruce Garganio

DRPA/PATCO Staff:John Hanson, Chief Executive Officer/PresidentMaria Wing, Deputy Chief Executive OfficerRaymond Santarelli, General Counsel and Corporate SecretaryStephen Holden, Deputy General CounselNarisa Sasitorn, Deputy General CounselToni Brown, Chief Administrative OfficerRobert Hicks, Chief Operating OfficerJames White, Chief Financial OfficerDavid Aubrey, Inspector GeneralJohn Rink, General Manager, PATCORohan Hepkins, Assistant General Manager, PATCOMike Williams, Manager, Corporate CommunicationsSheila Milner, Administrative Coordinator, OGCElizabeth Saylor, Administrative Coordinator, OGC

Others Present:Craig Ambrose, Associate Counsel, New Jersey Governor’s Authorities Unit

CALL TO ORDER

Vice Chairman Frattali called the meeting of the Labor Committee of the Delaware River PortAuthority to order at 9:45 a.m. and asked the Corporate Secretary to call the roll.

ROLL CALL

The following Commissioners were present, constituting a quorum: Frattali, Murphy, Perryman,

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Sweeney, DiAntonio, Fentress and Garganio.

OPEN SESSION

Vice Chairman Frattali announced that the Committee would be meeting in Executive Sessionand requested Corporate Secretary Mr. Santarelli to provide a description of the matters to bediscussed. Mr. Santarelli stated that the general subjects to be discussed in Executive Sessionwould include a labor update and personnel matters. Commissioner Fentress moved to meet inExecutive Session and Commissioner DiAntonio seconded the motion. All Commissioners inattendance voted to approve the motion. The Labor Committee Meeting moved into ExecutiveSession at 9:47 a.m.

EXECUTIVE SESSION

The Committee met in Executive Session.

Commissioner Fentress moved to close Executive Session and Commissioner DiAntonioseconded the motion. All Commissioners in attendance voted to approve the motion and theCommittee moved back into Open Session at 10:11 a.m.

OPEN SESSION

Vice Chairman Frattali called upon General Counsel Santarelli to present the followingitem:

Collective Bargaining Agreement between DRPA and IBEW

General Counsel Santarelli presented a Summary Statement and Resolution that the Boardapprove the economic terms delineated for the DRPA’s expired Collective BargainingAgreement with IBEW Local 351 and authorize staff to negotiate the remaining terms of theAgreement. The new Agreement will be effective through December 31, 2020, with wageincreases as follows: retroactive wages to January 1, 2018 at four percent, January 1, 2019 atzero percent and January 1, 2020 at two percent. Commissioner Fentress moved the motion andCommissioner Sweeney seconded the motion. There were no questions or comments. AllCommissioners in attendance voted to approve the motion to move the matter forward to theBoard for consideration.

ADJOURNMENT

With no further business, Commissioner Fentress moved to adjourn the meeting andCommissioner Sweeney seconded the motion. All Commissioners in attendance voted toapprove the motion and the meeting adjourned at 10:13 a.m.

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SUMMARY STATEMENT

SUBJECT: DRPA-19-039 Collective Bargaining Agreement betweenDRPA and IBEW

COMMITTEE MEETING: Labor

COMMITTEE DATE: April 2, 2019

BOARD ACTION DATE: April 17, 2019

PROPOSAL: That the Board of the Delaware River Port Authority (DRPA) approvethe economic provisions and terms delineated in Exhibit A for theDRPA’s expired labor contract with Local 351, InternationalBrotherhood of Electrical Workers (IBEW), and authorize staff tonegotiate the remaining terms of the Collective Bargaining Agreement.

BACKGROUND: IBEW, currently representing 20 DRPA employees in DRPAInformation Services Department, has been working under an expiredcontract since December 31, 2017;

The essential economic terms of the agreement are summarized inAttachment A hereto.

SUMMARY: Amount: N/ASource of Funds: Operating BudgetOperating Budget: DRPA Operating Budget (Payroll and

Employee Services expenses)Other Fund Sources: NoneDuration of Contract: See Exhibit A; through December 31, 2020Other Parties Involved: IBEW

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DRPA-19-039Labor Committee: April 2, 2019

Board Date: April 17, 2019Collective Bargaining Agreement

Between DRPA and IBEW

RESOLUTION

RESOLVED: That the Board of Commissioners of the Delaware River Port Authorityauthorizes staff to finalize the Collective Bargaining Agreement betweenthe DRPA and IBEW substantially on the economic terms set forth inAttachment A, and authorize staff to negotiate the remaining terms ofthe Collective Bargaining Agreement; and be it further

RESOLVED: That the Chair, Vice Chair and the CEO must approve and are herebyauthorized to approve and execute all necessary agreements, contracts,or other documents on behalf of the DRPA. If the Chair, Vice Chair andCEO have approved such agreements, contracts, or other documents andif thereafter either the Chair or Vice Chair is absent or unavailable, theremaining Officer may execute the said document(s) on behalf of DRPA.If both the Chair and Vice Chair are absent or unavailable, and anyagreement or agreements need to be executed during their absence, thenthe CEO may execute on behalf of DRPA.

SUMMARY: Amount: N/ASource of Funds: Operating BudgetOperating Budget: DRPA Operating Budget (Payroll and

Employee Services expenses)Other Fund Sources: NoneDuration of Contract: See Exhibit A; through December 31, 2020Other Parties Involved: IBEW

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ATTACHMENT “A”

Wages Increases

Retroactive to 1/1/18 increase all wage rates 4%

Retroactive to 1/1/19 increase all wage rates 0%

Retroactive to 1/1/20 increase all wage rates 2%

Retroactive wage payments will be made on all hours paid, including overtime hoursat the applicable premium and paid time off. Any wage increase effective prior tothe effective date of this Agreement shall be applied retroactively to all hours paid onor after the effective date of the increase to any currently employed employee, as wellas to any employee who retired or was promoted out of the bargaining unit after theeffective date of such increase.

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FINANCE COMMITTEE

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DELAWARE RIVER PORT AUTHORITYFinance Committee Meeting

One Port Center2 Riverside DriveCamden, New JerseyWednesday, April 3, 2019

Commissioners:Jeffrey Nash (Chairman of the Finance Committee)Aaron Nelson (via telephone)Joseph Martz (via telephone)Christopher Lewis (via telephone)Donna PowellCharles FentressRobert Borski (via telephone)Dan Christy (via telephone)

DRPA/PATCO Staff:John Hanson, Chief Executive OfficerMaria Wing, Deputy Chief Executive OfficerRaymond Santarelli, General Counsel and Corporate SecretarySteve Holden, Deputy General CounselNarisa Sasitorn, Deputy General CounselJames White, Chief Financial OfficerDavid Aubrey, Inspector GeneralOrville Parker, Manager, Budget/Financial Analysis, FinanceJohn Lotierzo, Director, Finance, DRPAJennifer DePoder, Financial AnalystMark Ciechon, Director, Finance, PATCORohan Hepkins, Assistant General Manager, PATCOMike Williams, Manager, Corporate CommunicationsSheila Milner, Administrative Coordinator, OGCElizabeth Saylor, Administrative Coordinator, OGC

Others Present:Craig Ambrose, Associate Counsel, New Jersey Governor’s Authorities Unit (via telephone)Nedia Ralston, Office of the Governor of Pennsylvania (via telephone)Harry Sigley, Construction Management

Chairman Nash called the meeting of the Finance Committee of the Delaware River Port Authorityto order at 9:05 a.m. and asked the Corporate Secretary to call the roll.

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ROLL CALL

The following Commissioners were present, constituting a quorum: Chairman Nash, Powell,Nelson, Martz, Borski, Christy, Lewis, and Fentress.

OPEN SESSION

A. Financial Update

Chief Financial Officer/Treasurer White highlighted several areas from the DRPA/PATCOUnaudited Financial Summary, which had been previously provided to all Committee members.He discussed traffic, ridership, revenue and expenses. He discussed the amounts in the ProjectFund, the General Fund and the Capital Fund. Mr. White reported that the Annual Report to theGovernors and Legislatures of the State of New Jersey and Commonwealth of Pennsylvania wasfiled by its deadline of March 31, 2019.

B. Summary Statements and Resolutions for Consideration

Chairman Nash stated that there were two (2) Summary Statements and Resolutions forconsideration.

1) Redundant Switches at Bridge Facilities

Director of Information Services LaMarca presented a Summary Statement and Resolution thatthe Board authorize staff to negotiate a contract with ePlus Technology in an amount not to exceed$249,336.00 for the procurement of network switches. The pricing for this purchase is pursuantto Pennsylvania Co-Stars 3 Hardware contract. Commissioner Fentress moved to forward thematter to the Board for consideration and Commissioner Powell seconded the motion. There wereno questions or comments. All remaining Commissioners in attendance voted to approve themotion.

2) Security Upgrade – RSA SecureID

Director of Information Services LaMarca presented a Summary Statement and Resolution thatthe Board authorize staff to negotiate a contract with ePlus Technology for an amount not to exceed$188,541.25 for an upgrade of the Authority’s security posture as it relates to secure access byDRPA employees and necessary third parties. The pricing for this purchase is pursuant toPennsylvania Co-Stars 6 Software contract. Commissioner Powell moved to forward the matterto the Board for consideration and Commissioner Fentress seconded the motion. There were noquestions or comments. All remaining Commissioners in attendance voted to approve the motion.

EXECUTIVE SESSION

Chairman Nash announced the Committee would meet in Executive Session and requested theCorporate Secretary to provide a description of the matters for discussion. The CorporateSecretary stated that the general subjects for Executive Session related to issues of personnel andpending or anticipated contracts. Commissioner Fentress moved to go into Executive Session and

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Commissioner Powell seconded the motion. All Commissioners in attendance voted to approvethe motion and the Committee moved into Executive Session 9:20 a.m.

The Committee met in Executive Session.Commissioner Fentress moved to close Executive Session and Commissioner Powell seconded themotion. All Commissioners in attendance voted to approve the motion and the committee meetingmoved back into Open Session at 9:32 a.m.

ADJOURNMENT

There being no further business, Commissioner Powell moved to adjourn the meeting andCommissioner Fentress seconded the motion. All Commissioners in attendance voted to approvethe motion and the meeting adjourned at 9:33 a.m.

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SUMMARY STATEMENT

ITEM NO.: DRPA-19-040 SUBJECT: Redundant Switches atBridge Facilities

COMMITTEE: Finance

COMMITTEE MEETING DATE: April 3, 2019

BOARD ACTION DATE: April 17, 2019

PROPOSAL: That the Board authorizes staff to negotiate a contract with ePlusTechnology, Inc., for an amount not to exceed $249,336.00 for theprocurement of network switches for the Authority’s bridge facilities.This purchase is provided with pricing under Pennsylvania COSTARS3 Hardware contract.

PURPOSE: To provide the Authority with the necessary network switches at thebridge facilities to build resiliency and redundancy to the facilitycritical infrastructure.

BACKGROUND: To support the ongoing task to build resiliency and redundancy to theentire network infrastructure this project will provide for the purchaseof network switches that will operate in tandem with the existingswitches. In the event of a network switch failure, these new redundantswitches will provide seamless failover and allow for the continuedavailability of systems and applications in support of critical operationsat all bridge facilities.

Staff, therefore, recommends negotiating a contract with ePlusTechnology, Inc. for an amount not to exceed $249,336.00 for theprocurement of network switches for the Authority’s bridge facilities.

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SUMMARY STATEMENT -2- Redundant Switches at BridgeFinance 04/03/2019 Facilities______________________________________________________________________________

SUMMARY: Amount: $249,336.00Source of Funds: General FundCapital Project #: TEP.01901Operating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: N/A

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DRPA-19-040Finance Committee: April 3, 2019

Board Date: April 17, 2019Redundant Switches at Bridge Facilities

RESOLUTION

RESOLVED: That the Board authorizes staff to negotiate a contract with ePlusTechnology, Inc. for an amount not to exceed $249,336.00 f for theprocurement of network switches for the Authority’s bridge facilities.This purchase is provided with pricing under Pennsylvania COSTARS3 Hardware contract.

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 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: $249,336.00Source of Funds: General FundCapital Project #: TEP.01901Operating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: N/A

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SUMMARY STATEMENT

ITEM NO.: DRPA-19-041 SUBJECT: Security Upgrade – RSASecurID

COMMITTEE: Finance

COMMITTEE MEETING DATE: April 3, 2019

BOARD ACTION DATE: April 17, 2019

PROPOSAL: That the Board authorizes staff to negotiate a contract with ePlusTechnology, Inc., for an amount not to exceed $188,541.25 for theupgrade of the Authority’s security posture as it relates to secure accessby DRPA employees and necessary third parties that access and helpsupport the Authority’s applications. This purchase is provided withpricing under Pennsylvania COSTARS 6 Software contract.

PURPOSE: To provide the Authority with the necessary software upgrades toenhance secure access into the Authority’s network infrastructure.

BACKGROUND: Account management and authentication mechanisms are the primarymethod for protecting DRPA’s critical data and IT Resources. DRPAprovides access to services, applications and data to a diverseworkforce of both employees and 3rd parties. Validating user identity isa critical to the organization’s security program and data protectionstrategy. Expanding the use of multi-factor authentication ensuresgood security practices that help minimize password breeches andother cyber risk. The latest version of RSA SecureID strengthens andextends access-compliant protection across traditional, web, mobileand SaaS applications while centralizing management.

Centralized authentication management with Cloud services isprovided with the implementation of RSA Authentication Manager.This will enhance the existing RSA SecurID Access deployment bymaking additional authentication methods available. The additionalauthentication methods create secure access options that areconvenient, intelligent and pervasive across all access use cases.Convenient through leveraging mobile devices with the RSA SecurIDAuthenticate app, instead of the hardware tokens used today.Intelligent with the ability to govern access based on a set of definedcriteria such as time, location and device.

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SUMMARY STATEMENT -2- Security Upgrade – RSA SecurIDFinance 04/03/2019______________________________________________________________________________

Staff, therefore, recommends negotiating a contract with ePlusTechnology, Inc. for an amount not to exceed $188,541.25 for theupgrade of the Authority’s security posture as it relates to secureaccess by DRPA employees and necessary third parties that helpsupport the Authority’s applications.

SUMMARY: Amount: $188,541.25Source of Funds: General FundCapital Project #: TEP.01811Operating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: N/A

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DRPA-19-041Finance Committee: April 3, 2019

Board Date: April 17, 2019Security Upgrade – RSA SecurID

RESOLUTION

RESOLVED: That the Board authorizes staff to negotiate a contract with ePlusTechnology, Inc. for an amount not to exceed $188,541.25 for theupgrade of the Authority’s security posture as it relates to secure accessby DRPA employees and necessary third parties that access and helpsupport the Authority’s applications. This purchase is provided withpricing under Pennsylvania COSTARS 6 Software contract.

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 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: $188,541.25Source of Funds: General FundCapital Project #: TEP.01811Operating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: N/A

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NEW BUSINESS

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SUMMARY STATEMENT

ITEM NO.: DRPA-19-042 SUBJECT: Consideration of Pending DRPAContracts (Between $25,000 and $100,000)

COMMITTEE: New Business

COMMITTEE MEETING DATE: N/A

BOARD ACTION DATE: April 17, 2019

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

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DRPA-19-042New Business: April 17, 2019

Board Date: April 17, 2019Consideration 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.

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

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CONSIDERATION OF PENDING DRPA CONTRACTS (VALUED BETWEEN $25,000 - $100,000) – April 17, 2019

DRPA

Item # Vendor/Contractor Description Amount Procurement Method Bids Received Bid Amounts Source of Funds

1 Eplus Technology, Inc.Newtown, PA

Purchase of HewlettPackard EnterpriseMaintenance Agreement forHardware and SoftwareMaintenance in support ofDRPA critical systems,Banner, Computer Aided

Dispatch, Fleet, Toll andData Security

$99,997.90 In Accordance with Commonwealthof PA Co-Stars Contract #003-078

1. Eplus Technology, Inc.Newtown, PA

1. $99,997.90 Revenue Funding

2 Dell Marketing, LPRound Rock, TX

Procurement of MicrosoftPremium Support, which

includes an end-to-endsupport solution that offersdirect access to Microsofttechnical experts. PremierSupport pairs DRPA with adedicated support teamproviding 24/7 assistanceand escalation to minimize

resolution time for urgentissues and help ensureDRPA systems remain upand running.

$74,668.42 In Accordance with New JerseyState Contract M0003, Vendor

#89850

1. Dell Marketing, LPRound Rock, TX

2. PCM-GEl Segundo, CA

3. InsightTempe, AZ

4. SHI

Somerset, NJ

5. CDWVernon Hills, IL

1. $74,668.42

2. $76,440.96

3. No Bid

4. No Bid

5. No Response

Revenue Funding

3 Dell Marketing, LPRound Rock, TX

Procurement of Forcepoint(websense) MaintenanceAgreement Renewal foremail and web filteringservices

$39,875.74 In Accordance with New JerseyState Contract M0003, Vendor#89850

1. Dell Marketing, LPRound Rock, TX

2. PCM-GEl Segundo, CA

3. SHISomerset, NJ

4. CDWVernon Hills, IL

5. InsightTempe, AZ

1. $39,875.74

2. $40,446.17

3. $40,469.57

4. No Response

5. No Response

Revenue Funding

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CONSIDERATION OF PENDING DRPA CONTRACTS (VALUED BETWEEN $25,000 - $100,000) – April 17, 2019

DRPA

Item # Vendor/Contractor Description Amount Procurement Method Bids Received Bid Amounts Source of Funds

4 Dell Marketing, LPRound Rock, TX

Procurement of LawSoftSoftware MaintenanceAgreement Renewal for One

(1) Year for Public SafetyDepartments ComputerAided Dispatch software

$28,364.15 In Accordance with New JerseyState Contract M0003, Vendor#89850

1. Dell Marketing, LPRound Rock, TX

2. PCM-GEl Segundo, CA

3. SHISomerset, NJ

4. CDWVernon Hills, IL

5. InsightTempe, AZ

1. $28,364.15

2. $28,611.00

3. $28,891.50

4. No Response

5. No Bid

Revenue Funding

5 H. A. DeHartThorofare, NJ

Procurement of four (4)Swap Loader HydraulicSystems for Ford F-750Super Cab and Chassis for

Fleet Vehicles

$44,754.88 In Accordance with PA Co-StarsCcontract #025-052

1. H.A. DeHartThorofare, NJ

1. $44,754.88 General Funding

6 United RentalsMickleton, NJ

Procurement of Rental of a135' Articulating Boom Lift,IC 4WD, for BFB and CBBFacilities.

$44,217.30 In Accordance with PA Co-StarsContract #038-006

1. United RentalsMickleton, NJ

1. 44,217.30 General Funding

7 Red Commerce, IncJersey City, NJ

Temporary placementagency specializing inplacing SAP Consultantsand Specialists in theHCM/Success Factors

modultes in ESS andS4/HANA

$99,999.00Not to Exceed

Sole Source Provider - seeattached Sole Source JustificationMemo marked as "Exhibit 1"

N/A N/A

General Funding

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CONSIDERATION OF PENDING DRPA CONTRACTS (VALUED BETWEEN $25,000 - $100,000) – April 17, 2019

DRPA

Item # Vendor/Contractor Description Amount Procurement Method Bids Received Bid Amounts Source of Funds

8 K-Force Staffing, Inc

Tampa, FL

Temporary placement

agency specializing in

placing SAP Consultants

and Specialists in the

HCM/Success Factors

modultes in ESS and

S4/HANA

$99,999.00

Not to Exceed

Sole Source Provider - see

attached Sole Source Justification

Memo marked as "Exhibit 2"

N/A N/A

General Funding

9 Aston Carter

Hanover, MD

Temporary placement

agency specializing in

placing SAP Consultants

and Specialists in the ESS

FICO and S4/HANA FICO

modules

$99,999.00

Not to Exceed

Sole Source Provider - see

attached Sole Source Justification

Memo marked as "Exhibit 3"

N/A N/A

General Funding

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DELAWARE RIVER PORT AUTHORITY

&PORT AUTHORITY TRANSIT CORP.

BOARD MEETING

Wednesday, April 17, 20199:00 a.m.

One Port CenterBoard RoomCamden, NJ

John T. Hanson, Chief Executive Officer

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PATCO BOARD

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PORT AUTHORITY TRANSIT CORPORATIONBOARD MEETING

Wednesday, April 17, 2019 at 9:00 a.m.One Port Center

Board RoomCamden, New Jersey

ORDER OF BUSINESS

1. Roll Call

2. Public Comment

3. Report of the General Manager – April 2019

4. Approval of March 20, 2019 Board Meeting Minutes

5. Monthly List of Previously Approved Monthly List of Payments of March 2019

6. Monthly List of Previously Approved Purchase Orders and Contracts of March2019

7. Approval of Operations & Maintenance Committee Meeting Minutes of April 2,2019

8. Adopt Resolutions Approved by Operations & Maintenance Committee ofApril 2, 2019

PATCO-19-012 Biannual Ultrasonic Testing and Analysis of Rails

9. Unfinished Business

10. Executive Session

11. Adjournment

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GENERAL MANAGER’S REPORT

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REPORT OF THE GENERAL MANAGER

As stewards of public assets, we provide for the safe and efficient operation

of transportation services and facilities in a manner that creates value for the public we serve.

April 17, 2019

To the Commissioners: The following is a summary of recent PATCO activities, with supplemental information attached. HIGHLIGHTS

SERVICE On-Time Performance – In March, 2019, we had scheduled 5,964 trips. Our on-time performance was 98.03% for the month and 97.34% for the year to date. This compares favorably to 97.78% for March of 2018 and 95.64% for year to date as of March 31, 2018.

90.00%

91.00%

92.00%

93.00%

94.00%

95.00%

96.00%

97.00%

98.00%

99.00% 2019 vs 2018 On-Time Performance2019

2018

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General Manager’s Report – for April 17, 2019 Meeting

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PATCO Celebrates 50 Years of Service – On March 26, PATCO celebrated its 50th anniversary with customers at our Westmont Station with a DJ and give-aways. Passengers enjoyed spinning a wheel to win prizes such as a $50 FREEDOM card, round-trip tickets, FREEDOM card holders, 50th anniversary T shirts, Frisbees, hand sanitizer, and more. PJ Whelihan’s, Rita’s Water Ice, and a representative from the Haddon Township Business Improvement District volunteered their time and products/literature to make this community event even more special. On April 16, we will be visiting Collingswood Station, combining the customer appreciation/50th anniversary event with a ribbon cutting for the new elevator at that station. Ridership – Ridership in March, 2019 was 937,945, an increase of 62,056 (+7.08%) when compared to March of 2018. Ridership year to date as of 3/31/2019 is 2,697,850, an increase of 108,382 (+4.19%) compared to the same period in 2018. Flower Show – During the annual Flower Show, PATCO enhances service on Saturdays and Sundays to accommodate the many, many customers who travel to the Pennsylvania Convention Center for the Show. Transit Ambassadors provide brochures and assist customers who need guidance upon arriving in the City. Ridership during the nine days of the Show in 2019 was 29,219 higher (+13%) than in 2018 and 7% higher than our average Saturday, Sunday, and weekday ridership.

STEWARDSHIP

Elevator/ Escalator Availability – We again met our goals this month. Availability of all elevators was 99.66% for the month of March and 99.49% for the Year to Date. Availability of all escalators was 97.64% for the month and 97.72% for the Year to date.

Availability of Escalators and Elevators – March, 2019

TARGET

ACTUAL

VARIANCE

97%

99.66%

2.66%+STATUS

ELEVATORS IN OPERATION

11TARGET

ACTUAL

VARIANCE

96%

97.64%

1.64%+

STATUS

ESCALATORS IN OPERATION

14

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General Manager’s Report – for April 17, 2019 Meeting

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Performance of Preventive Maintenance - Monthly preventive maintenance was performed on all escalators and elevators in March.

COMMUNITY

School Field Trip – PATCO’s Director of Equipment Maintenance hosted a group of adult students from the Camden County Technical Institute. Twenty-eight students and their instructor toured PATCO’s facility and substation on March 28. PATCO values the skills of electricians and other tradespeople who are so essential to the maintenance of our transit car fleet and facilities. PATCO escorted a high school class from Collingswood to Philadelphia this month. Staff explained how to use their ticket for their return and how to ride safely. This program provides us with an opportunity to answer students’ questions and to ensure that they are aware of the resources available to them to maximize their travel experience. The Girl Scouts concluded their annual cookie sale at 7 PATCO stations. Thank you notes from over 20 troops ranged from cute cards made by each Daisy and Brownie to notes from older girls who expressed their appreciation for the opportunity to learn sales techniques, entrepreneurial skills, decision making, and people skills. One Senior Scout was particularly eloquent:

75%

80%

85%

90%

95%

100%

Jan. Feb. March April May June July Aug. Sept. Oct. Nov. Dec.

Monthly Preventive Maintenance - 2019

Escalators - Preventive Maintenance Performed Elevators - Preventive Maintenance Performed

Escalators - 14 UnitsElevators - 11 units

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General Manager’s Report – for April 17, 2019 Meeting

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Our troop has enjoyed selling cookies over the past 12 years and we will take all that we learned in Girl Scouts with us. We have learned how to be courageous, strong, confident women and all these values will live with us forever.

FINANCE

(The following data are unaudited at this time.)

PATCO Income year to date (through 1/31/2019) amounted to $2,385,263, compared with a Budget Anticipated Income of $2,218,533, a favorable variance of $166,730 (+7.52%). Operating expenses during January, 2019 amounted to $4,734,391, compared with a Budget Anticipated Expense of $4,929,735, a favorable variance of $195,344 or (+3.96%). During the month of January, PATCO experienced a Net Operating Loss (excluding rental and non-recurring charges) of $2,349,128. Total Cumulative Loss year to date (including Lease Rental charges) equaled $2,859,291. Net Transit Loss (including lease expense) for the month ending 1/31/2019 was $2,859,291.

Year to Date through 1/31/2019

Through January 31, 2019

2019 Budget

2019 Actual

Variance

Income $2,218,533 $2,385,263 $166,730 F Expenses $4,929,735 $4,734,391 $195,344 F Operating Ratio .4500 .5038 Passengers 848,522 904,555 56,033 F Car Miles 409,829 457,942 48,113

PERSONNEL TRANSACTIONS The following personnel transactions occurred in March, 2019: NAME POSITION DEPT. DATE APPOINTMENT(S) April C. Alexander Custodian Way & Power 3/25/2019

PA

Bernardino Burgos Miranda Custodian Way & Power 3/25/2019

PA

Christopher F. Colletti Electronic Technician Fare Collection 3/25/2019

PA

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TEMPORARY APPOINTMENTS - None PROMOTION(S) - None TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION Gary S. Fox From: Foreman Fare Collection

PA To: Acting Manager Fare Collection 3/01 – 9/01/2019

Frederick C. Linett, Jr. From: Electrical Foreman Way & Power

NJ To: Acting Manager, Power, Way & Power 3/04/2019

Signals & Communication Tiffany N. Leggette From: Station Supervisor Passenger Services

NJ To: Acting Money Room Passenger Services 3/12 – 3/14/2019

Supervisor John Dobleman III From: Maintenance Foreman Way & Power

NJ To: Acting Manager, Track Way & Power 3/13/2019

Structures & Mechanical Equipment Frederick C. Linett, Jr. From: Electrical Foreman Way & Power

NJ To: Acting Manager, Power, Way & Power 3/18/2019

Signals & Communication Philip L. Spinelli From: Technical Supervisor Way & Power

PA Administration/Projects

To: Acting Director Way & Power 3/18/2019 Joseph N. Christina From: Money Room Passenger Services

NJ Supervisor

To: Acting Manager Passenger Services 3/25 – 9/01/2019 Donald S. Geist From: Dispatcher Transit Services

NJ To: Acting Supervising Transit Services 3/30 – 6/28/2019

Dispatcher Kelvin E. Wilburn From: Dispatcher Transit Services

NJ To: Acting Supervising Transit Services 3/30 – 6/28/2019

Dispatcher TITLE CHANGES - None UPGRADE - None

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INTERAGENCY PROMOTION from DRPA to PATCO - None INTERAGENCY PROMOTION from PATCO to DRPA Matthew L. Abrams From: Groundskeeper Way & Power

NJ To: C&M Mechanic Operations (WWB) 3/16/2019

INTERAGENCY TRANSFER between DRPA and PATCO - None TRANSFERS (DEPARTMENTAL) - None RETIREMENT(S) Glenn Smith Train Operator Transit Services 3/01/2019

NJ

Sharon V. Cook Custodian Way & Power 3/08/2019

NJ

RESIGNATION(S) Kevin C. McCullough, Sr. Track Mechanic Way & Power 3/08/2019

PA

Christopher N. Cruz Customer Service Agent Transit Services 3/27/2019

NJ

DECEASED – None END OF TEMPORARY ASSIGNMENT – None The quarterly Affirmative Action Scorecard is attached to this report. PURCHASING & MATERIAL MANAGEMENT During the month of March, 119 purchase orders were issued with a total value of $488,229. Of the $56,622 in monthly purchases where minority vendors could have served PATCO needs, $2,267 was awarded to MBEs and $21,660 to WBEs. The $23,928 total MBE/WBE purchases in March represent 4.90% of the total spent and 42.25% of the purchases available to MBE/WBEs. Attached to this report is the Affirmative Action Report summarizing purchases during the first quarter of 2019.

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TRANSIT SERVICES The breakdown of causes for March delay incidents is shown below. The most significant outage was on a Saturday, when a track outage to accommodate the bridge contractor delayed 12 trains, with delays ranging from 5 to 16 minutes. Snow on March 4 resulted in one annulment and 5 late trains.

Availability of Transit Equipment – PATCO closely monitors the availability of equipment to meet the needs of our peak service customers. We met the loadline requirement for every morning peak service. Lack of equipment (shown above) did affect some evening peak service.

Equipment Defect46%

Lack of Equipment6%

W&P Track -Wayside

6%

Passenger Issues

4%

Trespasser6%

Public Safety Issues12%

Transit Operations8%

Weather2%

Other10%

Causes of Delay Inidents - March, 2019

Windows 5Doors 4Unusual noise 4Misc. 10

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General Manager’s Report – for April 17, 2019 Meeting

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FARE COLLECTION FREEDOM Service Center News - In March, the Service Center replaced 414 FREEDOM Cards that had reached

their 10 year expiration. Our Reduced Fare Program for seniors and the disabled continues to grow with 170 new customers signed up in March. In addition, nine students signed up for a FREEDOM card, saving the $5 cost of the card itself. MAINTENANCE OF TRAINS (EQUIPMENT DEPARTMENT) The following significant maintenance initiatives progressed in March:

Forty-two (42) overhauled motors are available for installation as needed. Thirty-seven (37) motors are in the overhaul process, including 9 at Swiger Coil, 14 at RAM, 4 at WALCO, 6 at Sherwood, and 4 pending outbound shipment.

21 100.00% 16 76.19%

0 0.00% 5 23.81%

21 21TOTAL DAYSTOTAL DAYS

Days Consist Requirement

Achieved

Days Consist Requirement

Not Achieved

Days Consist Requirement

Not Achieved

Days Consist Requirement

Achieved

DAILY LOADLINE CAR REQUIREMENT

FOR MARCH 2019

A.M. RUSH HOUR (78 CARS REQUIRED ) P.M. RUSH HOUR (78 CARS REQUIRED )

100.00%

0.00%

Days Consist Requirement Achieved

Days Consist Requirement Not Achieved

A.M. RUSH HOUR

CAR REQUIREMENT

EFFICIENCY

76.19%

23.81%

Days Consist Requirement Achieved

Days Consist Requirement Not Achieved

P.M. RUSH HOUR

CAR REQUIREMENT

EFFICIENCY

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General Manager’s Report – for April 17, 2019 Meeting

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We established a goal of 20 truck overhauls in 2019. None (0) has been assembled so far, with four (4) in progress. Truck builds are currently on hold pending delivery of overhauled gearboxes.

The gearbox contracts with two vendors (UTC/RAS and Penn Machine) have been ratified. Three (3) rebuilt gearboxes are currently available, but no (0) wheelsets are assembled to be ready for truck building. Twenty-seven (27) gearboxes are at Penn Machine for repair.

Funded Account 2017 2018 2019 Grand Total

PTD31617 3,885,635.68$ 3,885,635.68$

PTD31809 2,349,607.21$ 2,349,607.21$

PTD21904 400,124.00 400,124.00$

Totals 3,885,635.68$ 2,349,607.21$ 400,124.00$ 6,635,366.89$

Vendor Breakdown

RAM Industrial 1,964,031.00$ 1,573,050.00$ 232,314.00$ 3,769,395.00

Sherwood 22,473.08$ 71,377.00$ 30,592.00$ 124,442.08

Swiger Coil 1,731,850.60$ 622,880.21$ 119,246.00$ 2,473,976.81

Walco Electric 167,281.00$ 82,300.00$ 17,972.00$ 267,553.00

Totals 3,885,635.68$ 2,349,607.21$ 400,124.00$ 6,635,366.89$

Remaining Contract Funds $2,364,633.11

Traction Motor Overhaul

Thru March 31, 2019

Funded Account 2016 2017 2018 2019 Grand Total

PTD31505 117,995.86$ 655,334.69$ 773,330.55$

PTD31811 561,817.44$ 10,471.84$ 572,289.28$

PTD31906 10,471.84$ 10,471.84$

Totals 117,995.86$ 655,334.69$ 561,817.44$ 20,943.68$ 1,356,091.67$

Vendor Breakdown

UTC/RAS Penn Machine 117,995.86$ 117,995.86

Penn Machine 400,291.68$ 481,729.64$ 20,943.68$ 902,965.00

UTC/RAS 255,043.01$ 80,087.80$ 335,130.81

Totals 117,995.86$ 655,334.69$ 561,817.44$ 20,943.68$ 1,356,091.67$

1,099,308.33$

Gearbox Overhaul

Thru March 31, 2019

Remaining Contract Funds

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General Manager’s Report – for April 17, 2019 Meeting

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In March the combined efforts of both shifts accomplished scrubs (intensive interior cleaning) on 58 cars; we also completed 92 exterior washes.

Overhaul of the shop continues. o DC switchgear project – Power switchover was successfully completed on March 23, 2019.

Alstom Engineering had submitted a scope of work needed to repair Car 1023, which sustained significant arc flash damage when an electrical conduit was knocked into the trackway. Cars 1023/24 were shipped to Hornell for repair on March 19, 2019.

Car overhaul – All 120 cars have been conditionally accepted. Alstom continues to monitor reliability and perform FMIs related to high failure components.

The wayside monitoring and diagnostic system testing began in late July, identifying a few bugs. IS is working with the vendor to address access point settings.

MAINTENANCE OF WAY (WAY & POWER DEPARTMENT)

Way & Power addressed snow storm related issues.

Running rail was replaced along #1 track at 8th/Market Street platform.

Rail welding was performed on 83E frog located at West Linden Interlocking.

Way & Power assisted in preparing for and cleaning up after the 50th Anniversary / customer appreciation event at Westmont Station.

ROW, switch and signal inspections were performed.

Relay testing and repairs were performed at interlockings and substations.

Substation breaker maintenance was performed.

Stations, subway tunnels, and parking lots were relamped as necessary.

Support services were provided as required for the following projects: o Maintenance and repairs of escalators and elevators o BFB Bicycle Ramp – provided flagging and scheduling o Lindenwold Yard – provided flagging and scheduling - Phase 3 of the project o Haddonfield and Ashland Elevators – provided flagging and scheduling

SAFETY The monthly report of the Safety Department is enclosed with this report. Respectfully submitted, John D. Rink General Manager

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1ST A/P

1/31/2019

INCOME

Operating 2,308,444

Non-Operating 76,819

Total Income-Pd 2,385,263

Total Oper.Inc.-YTD

Total NonOper.Inc.-YTD

Total Income-YTD

EXPENSE

Way & Power 1,224,102

Equipment 611,666

Transportation 1,701,247

Administration 689,826

Purchased Power 419,625

Ins & Claims 87,925

Sub-Total-Pd 4,734,391

Sub-Total-YTD

OPEB Accrual-PD 0

OPEB Accrual-YTD

Rent-DRPA-PD 510,163

Rent-DRPA-YTD

Total Expenses-Pd 5,244,554

Total Expenses-YTD

STATISTICS

Passengers-PD 904,555

Passengers-YTD

Oper Rev. /Pass-Pd 2.55

Oper Rev. /Pass-YTD

Oper Exp. /Pass-Pd 5.23

Oper Exp. /Pass-YTD

Car Miles-Pd 457,942

Car Miles-YTD

Oper Rev. /CM-PD 5.04

Oper Rev. /CM-YTD

Oper Exp./CM-PD 10.34

Oper Exp./CM-YTD

Avg. Rev. /Pass- YTD 2.64

PORT AUTHORITY TRANSIT CORPORATION

COMPARATIVE STATEMENT OF REVENUE AND EXPENSES

January 31, 2019 Monthly and YTD

PRELIMINARY ONLY AS OF 3-11-2019

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General Manager’s Report – for April 17, 2019 Meeting

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Port Authority Transit Corporation

Analysis of Budgeted/Actual Income - Year 2019

1st Accounting Period Ending

January 31, 2019

2019 Current Year-To-DateIncome Budget Budget Actual Variance Budget Actual Variance

Gross Passenger Revenue $25,525,500 $2,062,757 $2,220,326 $157,569 7.64% F $2,062,757 $2,220,326 $157,569 7.64% F

Smart Card Sales 99,960 8,330 8,395 65 0.78% F $8,330 8,395 65 0.78% F

Less: Transfers 0 0 0 0 -100.00% F 0 0 0 -100.00% F

Net Passenger Revenue $25,625,460 $2,071,087 $2,228,721 $157,634 7.61% F $2,071,087 $2,228,721 $157,634 7.61% F

Advertising $650,000 $54,167 $41,667 ($12,500) -23.08% U 54,167 41,667 (12,500) -23.08% U

Parking 887,700 71,736 79,723 7,987 11.13% F 71,736 79,723 7,987 11.13% F

Leases & Rentals 284,425 18,459 31,227 12,768 69.17% F 18,459 31,227 12,768 69.17% F

Interest 18,301 1,525 3,900 2,375 155.72% F 1,525 3,900 2,375 155.72% F

Miscellaneous 18,700 1,558 25 (1,533) -98.37% U 1,558 25 (1,533) -98.37% U

Total Income $27,484,586 $2,218,533 $2,385,263 $166,730 7.52% F $2,218,533 $2,385,263 $166,730 7.52% F

Passengers 10,500,000 848,522 904,555 56,033 6.60% F 848,522 904,555 56,033 6.60% F

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Port Authority Transit Corporation

Analysis of Budgeted/Actual Income - Year 2019

1st Accounting Period Ending

January 31, 2019

2019 Current Year-To-DateIncome Budget Budget Actual Variance Budget Actual Variance

Gross Passenger Revenue $25,525,500 $2,062,757 $2,220,326 $157,569 7.64% F $2,062,757 $2,220,326 $157,569 7.64% F

Smart Card Sales 99,960 8,330 8,395 65 0.78% F $8,330 8,395 65 0.78% F

Less: Transfers 0 0 0 0 -100.00% F 0 0 0 -100.00% F

Net Passenger Revenue $25,625,460 $2,071,087 $2,228,721 $157,634 7.61% F $2,071,087 $2,228,721 $157,634 7.61% F

Advertising $650,000 $54,167 $41,667 ($12,500) -23.08% U 54,167 41,667 (12,500) -23.08% U

Parking 887,700 71,736 79,723 7,987 11.13% F 71,736 79,723 7,987 11.13% F

Leases & Rentals 284,425 18,459 31,227 12,768 69.17% F 18,459 31,227 12,768 69.17% F

Interest 18,301 1,525 3,900 2,375 155.72% F 1,525 3,900 2,375 155.72% F

Miscellaneous 18,700 1,558 25 (1,533) -98.37% U 1,558 25 (1,533) -98.37% U

Total Income $27,484,586 $2,218,533 $2,385,263 $166,730 7.52% F $2,218,533 $2,385,263 $166,730 7.52% F

Passengers 10,500,000 848,522 904,555 56,033 6.60% F 848,522 904,555 56,033 6.60% F

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1. Safety Services Staff was involved in the following activities concerning Contractor Safety:

Conducted Contractor’s Safety Briefings and created the necessary follow-up reports of safety briefings as shown below (total of 54 people trained):

DATE CONTRACTOR PATCO

CONTRACT NO.

PROJECT/WORK AREA NUMBER

IN ATTENDANCE

03/04/19 Dewberry Engineering #GN-0040-18 DRPA Solar

Photovoltaic 2

03/04/19 East Coast Drilling #GN-0040-18 DRPA Solar

Photovoltaic 1

03/04/19 Jacobs Engineering #GN-0040-18 DRPA Solar

Photovoltaic 1

03/11/19 AECOM CS5118 Woodcrest Platform 1

03/11/19 American Engineering BF-46-2016R BFB South Walkway 2

03/11/19 South State BF-46-2016R BFB South Walkway 6

03/11/19 Subsurface

Environmental BF-46-2016R BFB South Walkway 1

03/11/19 SunPower Corporation #GN-0040-18 DRPA Solar

Photovoltaic 1

03/11/19 PATCO Transit

Ambassadors Recertification 5

03/11/19 Wood Environmental &

Infrastructure Solutions BF-46-2016R BFB South Walkway 1

03/18/19 Ironclad Erectors Contract 12-I Elevator Installation 4

03/18/19 HNTB Contract

#14N Lindenwold Yard Rehab 2

MEMORANDUM PORT AUTHORITY TRANSIT CORPORATION of Pennsylvania & New Jersey

TO: John Rink

FROM: David Fullerton

SUBJECT: Monthly Report: Safety Department – March 2019

DATE: April 2, 2019

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DATE CONTRACTOR PATCO

CONTRACT NO.

PROJECT/WORK AREA NUMBER

IN ATTENDANCE

03/18/19 South State BF-46-2016R BFB South Walkway 6

03/18/19 SunPower #GN-0040-18 DRPA Solar

Photovoltaic 3

03/18/19 AERA Engineering BF-46-2016R BFB South Walkway 1

03/25/19 AP Construction Contract 12-I Elevator Installation 1

03/25/19 Ironclad Erectors Contract 12-I Elevator Installation 2

03/25/19 NJDOT SSO Compliance Inspections 1

03/25/19 PATCO New Hires

2 W&P

Custodians/Fare

Collection Elect. Tech.

3

03/25/19 South State BF-46-2016R BFB South Walkway 10

Training Coordinated/Conducted by DRPA Safety

DATE CONTRACTOR

PATCO

CONTRACT

NO.

PROJECT/WORK AREA

NUMBER

IN

ATTENDANCE

03/25/19 New Hire Orientation Toll Collector 1

Drug & Alcohol Tests – for March 2019

Random Drug only 8 Random Alcohol only 0 Random Drug & Alcohol Reasonable Suspicion Drug only Reasonable Suspicion Alcohol only

4 0 0

Post-Accident 0 TOTAL TESTS COMPLETED 12

2. Internal PATCO Safety Activities:

Attended Disciplinary Committee Meeting, Transit Services, March 1st, 2019

Attended Mandatory Pre-Proposal Meeting and Site Visit—Property Management, March 1st, 2019

Attended PATCO Directors’ Meetings, March 5th and 19th, 2019

Attended Bi-Weekly Progress Meeting for Contract 60-2017, March 5th, 2019

Attended BRB Painting Phase 1, BR-19-2016, Progress Meeting, March 6th, 2019

Conducted Equipment Department and Storeroom Audit on March 6th, 2019

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Attended BF-46-2016(R), BFB South Walkway, Pedestrian and Bicycle Ramp Progress Meetings, March 6th and March 20th, 2019

Conducted Way & Power Department Audit on March 7th, 2019

Attended Bi-Weekly Leadership Meetings, March 7th and March 21st, 2019

Conducted Safety Stand Down with Track Mechanics, Foremen and Managers, March 7th, 2019

Attended Lindenwold Above Ground Tank Meeting, March 7th, 2019

Attended Lindenwold Yard and Viaduct Rehabilitation, Contract No. 14-N, Progress Meetings, March 11th and 25th, 2019

Attended BRB Painting and Steel Repairs, Phase 2, Pre-Bid Meeting, March 11th, 2019

Conducted On Track Safety Meetings with Train Operators, March 11th and March 13th, 2019

Attended PATCO Bi-Weekly Staff Meetings, March 12th and March 26th, 2019

Attended SEPTA Power Work/Impacts on Service in City, Meeting, March 12th, 2019

Attended CBB Painting Phase 2, CB-31-2016(R), Progress Meeting, March 12th and March 26th, 2019

Attended PATCO Station Floor Upgrade Meeting, PATCO-66-2019, March 13th, 2019

Attended BRB Toll Plaza HVAC System Progress Meetings, March 13th and 26th, 2019

Conducted Safety Stand Down with Maintainers and Electronic Technicians, March 13th, 2019

Attended Disciplinary Committee Meetings, Transit Services, March 15th and March 18th, 2019

Conducted On Track Safety—All Hands Safety Stand Down Meeting with all nightshift Maintainers, March 19th, 2019

Conducted All Hands Safety Stand Down Meeting with all MS Technicians and Maintenance Mechanics, March 19th, 2019

Conducted Internal Audit Elements 1-5, March 19th, 2019

Attended Labor Management Meeting, March 19th, 2019

Attended Bi-Weekly Progress Meeting for Lindenwold Shop DC Traction Power Upgrades, PATCO 60-2017, March 19th, 2019

Attended BRB Painting Phase 1, BR-19-2016, Progress Meeting, March 20th, 2019

Attended Disciplinary Action Review Meeting, March 20th, 2019

Attended HS/EM Engineering Monthly Meeting, March 21st, 2019

Attended NJDOT Quarterly Meeting with RTA’s, March 21st, 2019

Drafted Agenda for SSO Quarterly Safety Meeting and Final December Quarterly Minutes, March 21st, 2019

Participated in PTASP Skype Meeting, March 25th, 2019

Conducted On Track Safety—All Hands Safety Stand Down with all nightshift Track Mechanics, March 26th, 2019

Conducted PATCO 3rd Rail Training, BFB, March 26th, 27th and 29th, 2019

Attended Meeting with Bob from Slate Belt, March 26th, 2019

Conducted Safety Stand Down, PATCO Right-of-Way for Law Enforcement, March 27th, 2019

Conducted Safety Stand Down at PATCO--Morning, March 28th, 2019

Conducted Safety Stand Down at PATCO--Evening, March 28th, 2019

Attended Senior Staff Meeting, March 28th, 2019

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3. Internal DRPA Safety Activities:

Conducted WWB Shop Safety Inspections, March 5th, 13th, 19th, and 28th, 2019

Conducted CBB Shop Safety Inspections, March 8st, 15th, 22nd, and 28th, 2019

Attended BRB Weekly Staff Meeting, March 8th, 2019

Attended BFB Workplace Safety Meeting, March 12th, 2019

Attended WWB Safety Sub-Committee Meetings, March 12th and 19th, 2019

Conducted WWB Electrician Climb Test, March 12th, 2019

Conducted Fall Protection Training, BRB, March 13th and 14th, 2019

Attended 2019 C&M Managers’ Meeting, March 13th, 2019

Attended BRB Workplace Safety meeting, March 19th, 2019

Attended WWB Operations Meeting, March 19th, 2019

Conducted Fall Protection Training, CBB, March 20th, 2019

Conducted Fall Protection Training, WWB, March 21st, 2019

Conducted Random D&A Screenings with Interstate, March 25th, 2019

Conducted Climbing Tests and Interviews, WWB, Maintenance Technician, March 27th, 2019

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

Reviewed and commented on various Engineering Technical and Special Provisions documents for future DRPA projects. Conducted various site safety visits and inspections at DRPA Non-OCIP construction projects at the four bridges.

4. Joint PATCO/DRPA Safety Activities:

Conducted and participated in weekly PATCO Contractor Safety Briefings on March 4th, 11th, 18th, and 25th, 2019

Attended WWB Susp. Span Pre-Bid Meeting, WW-29-2018, March 7th, 2019

Participated in Bring Your Sons & Daughters to Work Day Planning Meeting, March 8th, 2019

Conducted and participated in Bi-weekly PATCO New Hire Orientations on March 11th and March 25th, 2019

Participated in Bring Your Sons & Daughters to Work Day Planning Meeting via Telephone Conference, March 11th, 2019

Attended and participated in IAIC Committee Meeting, March 12th, 2019

Conducted and participated in monthly SACC/Joint Workplace Committee meeting, March 14th, 2019

Attended CBB and BRB Fiber Optics, Contract G-31-2017, March 14th and 28th, 2019

Attended Bridge Director’s Meeting with Safety Risk Management and Fleet Management, March 20th, 2019

Conducted and participated in Monthly Safety Services Progress Meeting, March 21st, 2019

Attended DRPA Solar Photovoltaic Systems, Contract #gn-0040-18, Electrical Connection Overview, March 22nd, 2019

Participated in BRB Safety Power Hour, March 25th, 2019

Attended and participated in monthly Central Safety and Health Committee Meeting, March 27th, 2019

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5. Joint PATCO/DRPA Safety Outside Agency Involvement.

Attended Onsite Tour and Meeting at Concentra in Clementon, NJ, March 6th, 2019

Conducted Philadelphia Fire Department Familiarization Training, March 28th, 2019

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PATCO BOARD MINUTES

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PORT AUTHORITY TRANSIT CORPORATION

BOARD MEETING

One Port Center2 Riverside DriveCamden, New JerseyWednesday, March 20, 2019

PRESENT

Pennsylvania CommissionersRyan Boyer, ChairmanSean Murphy (for Pennsylvania Auditor General Eugene DePasquale)Donna PowellJoseph MartzRobert Borski (for Pennsylvania Treasurer Joseph Torsella; via telephone)

New Jersey CommissionersJeffrey Nash, Esq., Vice Chairman of the BoardAlbert FrattaliFrank DiAntonioDaniel ChristyRichard SweeneyCharles FentressAaron Nelson (for Ricardo Taylor)Bruce Garganio (via telephone)

DRPA/PATCO StaffJohn T. Hanson, Chief Executive OfficerMaria Wing, Deputy Chief Executive OfficerRaymond J. Santarelli, General Counsel and Corporate SecretaryStephen Holden, Deputy General CounselNarisa Sasitorn, Deputy General CounselRyan Mulderigg, Assistant General CounselKathleen Vandy, Assistant General CounselRobert Hicks, Chief Operating OfficerJames White, Chief Financial OfficerJohn Lotierzo, Director of FinanceOrville Parker, Manager, Budget/Financial Analysis, FinanceJennifer DePoder, Financial AnalystDarcie DeBeaumont, Manager, AccountingPatty Griffey, Manager, Revenue AuditJack Peffer, Revenue AnalystMike DiGiamberardino, Reproduction Technician, Print ShopToni P. Brown, Chief Administrative Officer

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DRPA/PATCO Staff (continued)David Aubrey, Acting Inspector GeneralJohn Rink, General Manager, PATCORohan Hepkins, Assistant General Manager, PATCOMark Ciechon, Director of Finance, PATCOJack Stief, Chief, Public SafetyChristina Maroney, Director, Strategic InitiativesWilliam Shanahan, Director, Government RelationsTonyelle Cook-Artis, Manager, Government RelationsMichael Venuto, Chief EngineerWayne Quesada, Electrical EngineerSteve Reiners, Director, Fleet ManagementValerie Bradford, Bridge Director, Benjamin Franklin and Betsy Ross BridgesLarry Walton, Bridge Director, Walt Whitman and Commodore Barry BridgesMike Williams, Director, Corporate CommunicationsDierdre Donatucci, Graphics Design AdministratorDarlene Callands, Manager, Community RelationsSheila Milner, Administrative Coordinator, Corporate Secretary, OGCElizabeth Saylor, Administrative Coordinator, Corporate Secretary, OGCDawn Whiton, Executive Assistant of the CEOBarbara Wagner, Executive Assistant of the CEO

Others PresentCraig Ambrose, Associate Counsel, New Jersey Governor’s Authorities UnitDavid Rapuano, Esq., Archer & Greiner (New Jersey Counsel)Jessica Priselac, Esq., Duane Morris LLP (Pennsylvania Counsel; via telephone)Nedia Ralston, Director, Southeast Regional OfficeAlan Becker, Citizens Advisory CommitteeStephen Benigno, Citizens Advisory Committee

OPEN SESSION

NoticeThe Corporate Secretary announced that pursuant to its by-laws public notice of this meeting ofthe PATCO Board of Commissioners had been given by posting proper notice in the lobby at OnePort Center and by issuing proper notice to the public and news media.

Roll CallChairman Boyer called the meeting to order at 9:49 a.m. and asked that the Corporate Secretarycall the roll. The following Commissioners were present, constituting a quorum: Chairman Boyer,Vice Chairman Nash, Powell, Frattali, Christy, Sweeney, Fentress, Nelson, Murphy, DiAntonio,Borski, Garganio, and Martz.

Public CommentAlan Becker of the Citizens Advisory Committee, on behalf of the neighborhoods in the vicinityof the PATCO tracks, thanked John Rink and PATCO for the quieter PATCO trains.

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Report of the General ManagerGeneral Manager Rink stated that his report stood as previously submitted. Commissioner Frattalimoved to approve the General Manager’s Report and Commissioner Sweeney seconded themotion. There were no questions or comments. All Commissioners in attendance voted in theaffirmative to approve the General Manager’s Report. The motion carried.

Approval of the February 27, 2019 PATCO Board Meeting MinutesChairman Boyer stated that the Minutes of the February 27, 2019 PATCO Board Meeting werepreviously provided to the Governors of New Jersey and Pennsylvania and to the PATCOCommissioners. There were no comments on or corrections to the Minutes. Commissioner Powellmoved to approve the Minutes and Commissioner Sweeney seconded the motion. AllCommissioners in attendance voted in the affirmative to approve the Minutes as submitted. Themotion carried.

Receipt and Filing of the Previously Approved List of Payments Covering the Month ofFebruary 2019 and the Previously Approved List of Purchase Orders and ContractsCovering the Month of February 2019Chairman Boyer stated that the Lists of Previously Approved Payments covering the month ofFebruary 2019 and the List of Previously Approved Purchase Orders and Contracts covering themonth of February 2019 were previously provided to all Commissioners. There were no questionsor comments on the lists. Commissioner Fentress moved to receive and file the lists andCommissioner Powell seconded the motion. All Commissioners in attendance voted in theaffirmative. The motion carried.

Approval of Operations & Maintenance Committee Meeting Minutes of March 5, 2019Chairman Boyer stated that the Minutes of the March 5, 2019 Operations & MaintenanceCommittee Meeting were previously provided to all Commissioners. There were no comments orcorrections on the Minutes. Commissioner Martz moved to approve the Minutes andCommissioner DiAntonio seconded the motion. All Commissioners in attendance voted in theaffirmative to approve the Minutes as submitted. The motion carried.

Adoption of Resolutions Approved by the Operations & Maintenance Committee on March5, 2019Chairman Boyer stated that there are three (3) Resolutions from the March 5, 2019 Operations &Maintenance Committee Meeting for consideration and introduced the following:

PATCO-19-008 PATCO Switch Rail Grinding Profile

General Manager Rink presented a Summary Statement and Resolution that the Board to authorizestaff to negotiate a contract with Railroad Construction Company of South Jersey in the amountof $1,311,575.00 to perform switch and rail grinding of PATCO’s rails and switches.

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PATCO-19-009 PATCO Elevator and Escalator Maintenance andService Agreement

General Manager Rink presented a Summary Statement and Resolution that the Board to authorizestaff to enter into an agreement with SEPTA to continue to perform maintenance and service forPATCO’s elevators and escalators at a cost not to exceed $5,895,000.00 for a period of five years.

Commissioner Frattali moved to adopt Resolution PATCO-19-008 and PATCO-19-009 andCommissioner Sweeney seconded the motion. There were no questions or comments. AllCommissioners in attendance voted to approve the Resolution. The motion carried.

PATCO-19-010 Temporary Workers – Transit Ambassadors

General Manager Rink presented a Summary Statement and Resolution that the Board to authorizestaff to negotiate two, 3-year contracts with two 1-year options with the firms of Accountants forYou, Inc. and Perry Resources to supply temporary workers for a position of Transit Ambassadors.The cost for the first two years is a not-to-exceed amount of $1,125,000.00; option year 1 is anamount not-to-exceed $375,000.00; and, option year 2 is an amount not to exceed $375,000.00.

Commissioner Frattali moved to adopt Resolution PATCO-19-010 and Commissioner Sweeneyseconded the motion. There were no questions or comments. All Commissioners in attendancevoted to approve the Resolution. The motion carried.

Approval of Finance Committee Meeting Minutes of March 6, 2019Chairman Boyer stated that the Minutes of the March 6, 2019 Finance Committee Meeting werepreviously provided to all Commissioners. Commissioner Fentress moved to approve the Minutesand Commissioner Martz seconded the motion. There were no comments or corrections. AllCommissioners in attendance voted in the affirmative to approve the Minutes as submitted. Themotion carried.

Adoption of Resolutions Approved by the Finance Committee on March 6, 2019Chairman Boyer stated that there is one (1) Resolution from the March 6, 2019 Finance CommitteeMeeting for consideration and introduced the following:

PATCO-19-011 Qualified Law Firms to Provide Legal Services toDRPA and PATCO

Commissioner Martz moved to approve Resolution PATCO-19-011 and Commissioner Powellseconded the motion. Vice Chairman Nash recused himself from voting and CommissionerMurphy abstained from voting. There were no questions or comments. All Commissioners inattendance voted to approve the motion.

Executive Session

Chairman Boyer announced the Board would meet in Executive Session and requested theCorporate Secretary to provide a description of the matters to be discussed. Mr. Santarelli statedthat the subjects to be discussed in Executive Session related to personnel matters. CommissionerFentress moved to go into Executive Session and Commissioner Powell seconded the motion. All

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Commissioners in attendance voted in the affirmative and the Board moved into Executive Sessionat 9:57 a.m.

The Board met in Executive Session.

Commissioner Fentress moved to close Executive Session and Commissioner DiAntonioseconded the motion. All Commissioners in attendance voted in the affirmative and the Boardmoved back into Open Session at 10:24 a.m.

AdjournmentWith no further PATCO business, Commissioner Fentress moved to adjourn the PATCO BoardMeeting and Commissioner DiAntonio seconded the motion. All Commissioners in attendancevoted to approve the motion and the PATCO Board Meeting adjourned at 10:24 a.m.

Respectfully Submitted,

Raymond J. Santarelli, EsquireGeneral Counsel and Corporate Secretary

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PATCO MONTHLY LIST OF

PREVIOUSLY APPROVED PAYMENTS

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Vendor Name Item Description Resolution # / Authorization Amount

ANA SOURCING LLC 1st Aid & Safety Equipment 25KTHRES 470.00ARBILL INDUSTRIES INC 1st Aid & Safety Equipment 25KTHRES 625.90BURLINGTON SAFETY LAB. 1st Aid & Safety Equipment 25KTHRES 293.32LOVELINE INDUSTRIES, INC. 1st Aid & Safety Equipment 25KTHRES 2,670.00NEW PIG CORP 1st Aid & Safety Equipment 25KTHRES 94.88PENDERGAST SAFETY EQUIPMENT CO 1st Aid & Safety Equipment 25KTHRES 38.00QUIKSTITCH EMBROIDERY 1st Aid & Safety Equipment 25KTHRES 1,150.00STAUFFER GLOVE & SAFETY 1st Aid & Safety Equipment 25KTHRES 1,183.44SUPREME SAFETY, INC 1st Aid & Safety Equipment 25KTHRES 1,703.44

1st Aid & Safety Equipment Total 8,228.98PENNONI ASSOCIATES INC. Conrail Incident Survey CEOEMG 363.75

Conrail Incident Survey Total 363.75IPROMOTEU Advertising - Marketing 25KTHRES 3,215.00PAPER MART INC Advertising - Marketing 25KTHRES 1,700.88

Advertising - Marketing Total 4,915.88RG INDUSTRIES INC Air Compressor/Accessories 25KTHRES 1,292.71

Air Compressor/Accessories Total 1,292.71DUNBAR ARMORED INC. Armored Car Services D-14-093 466.82

Armored Car Services Total 466.82PATRIOT WORKWEAR, LLC. Badges/Emblems/Tags 25KTHRES 675.00

Badges/Emblems/Tags Total 675.00CLEAN VENTURE, INC. Barrel/Drum/Containers P-18-028 500.00

Barrel/Drum/Containers Total 500.00REDY BATTERY Batteries 25KTHRES 258.55

Batteries Total 258.55AIR & GAS TECHNOLOGIES, INC. Buildings Grounds & Maint. 25KTHRES 1,339.00ELMER DOOR CO., INC. Buildings Grounds & Maint. 25KTHRES 9,600.00ERICO INTERNATIONAL CORPORATION Buildings Grounds & Maint. 25KTHRES 912.80HOMELAND INDUSTRIAL SUPPLY Buildings Grounds & Maint. 25KTHRES 1,668.40MORTON SALT INC. Buildings Grounds & Maint. D-18-070 17,410.17SPRAYING SYSTEMS CO Buildings Grounds & Maint. 25KTHRES 240.62

Buildings Grounds & Maint. Total 31,170.99NALCO COMPANY Chemicals/Solvents-Commercial 25KTHRES 1,158.05

Chemicals/Solvents-Commercial Total 1,158.05GENERAL CHEMICAL AND SUPPLY Cleaning Materials 25KTHRES 360.00HOMELAND INDUSTRIAL SUPPLY Cleaning Materials 25KTHRES 1,260.00INDCO INC Cleaning Materials 25KTHRES 216.00

Cleaning Materials Total 1,836.00AMERIHEALTH INSURANCE COMPANY Cobra Reimbursement Receivable D-18-080 1,948.34DELTA DENTAL OF NEW JERSEY, INC. Cobra Reimbursement Receivable D-17-059 251.06VISION BENEFITS OF AMERICA Cobra Reimbursement Receivable D-17-060 20.40

Cobra Reimbursement Receivable Total 2,219.80ACADACA, LLC Compatibility of Freedom Card to SEPTA P-18-028 25,000.00

Compatibility of Freedom Card to SEPTA Total 25,000.00MARLAC ELECTRONICS A DIV OF SYSCOM Computer Accessories & Supplies 25KTHRES 394.20STAPLES ADVANTAGE Computer Accessories & Supplies 25KTHRES 1,152.00

Computer Accessories & Supplies Total 1,546.20HERZOG SERVICES INC Contract Service Expense CEOEMG 30,629.48JOHNSON CONTROLS FIRE PROECTION Contract Service Expense 25KTHRES 13,604.29ONE CALL CONCEPTS Contract Service Expense 25KTHRES 32.64PA DEPT OF LABOR & INDUSTRY B Contract Service Expense NONE 233.58PETSMART STORE# 1225 Contract Service Expense 25KTHRES 394.25SEPTA Contract Service Expense P-14-016 128,463.91SLATE BELT SAFETY Contract Service Expense 25KTHRES 450.00T. SLACK ENVIRONMENTAL SERVICES Contract Service Expense D-17-024 736.00TERMINIX Contract Service Expense 25KTHRES 750.00

Contract Service Expense Total 175,294.15BEYONDTRUST SOFTWARE, INC. Data Proc Servers & Switches 25KTHRES 850.00EPLUS TECHNOLOGY, INC. Data Proc Servers & Switches 25KTHRES 11,600.00IT FEDERAL SALES LLC Data Proc Servers & Switches 25KTHRES 1,596.90MSDSPRO, LLC Data Proc Servers & Switches 25KTHRES 7,871.00POWERDMS, INC. Data Proc Servers & Switches 25KTHRES 7,606.40SHI INTERNATIONAL CORP Data Proc Servers & Switches 25KTHRES 4,546.75

Data Proc Servers & Switches Total 34,071.05RIGGINS INC. Diesel Fuel D-18-063 5,073.36

Diesel Fuel Total 5,073.36ACE PLUMBING & ELECTRICAL SUPPLIES Direct Materials 25KTHRES 131.28BILLOWS ELEC SUPPLY CO I NC Direct Materials 25KTHRES 1,093.53CONROY, INC. Direct Materials 25KTHRES 190.24HADDON LOCKSMITH Direct Materials 25KTHRES 827.40HOME DEPOT CREDIT SERVICES Direct Materials 25KTHRES 1,720.49JOSEPH FAZZIO INC. Direct Materials 25KTHRES 153.44LOWE'S Direct Materials 25KTHRES 6.96PEIRCE-PHELPS, INC Direct Materials 25KTHRES 511.20

Direct Materials Total 4,634.54

Port Authority Transit CorporationMonthly List Of Previously Approved Payments 03/01/19 through 03/31/19

Meeting Date 04/17/19

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TRI-STATE INDUSTRIAL DISTRIB. OF NJ Drain Camera 25KTHRES 6,225.00Drain Camera Total 6,225.00

FRANKLIN - GRIFFITH, LLC Electrical & Signal Parts 25KTHRES 133.44MCMASTER-CARR SUPPLY COMPANY Electrical & Signal Parts 25KTHRES 501.90PEMBERTON ELECTRICAL SUPPLY COMPANY Electrical & Signal Parts 25KTHRES 1,415.20TRI-DIM FILTER CORPORATION Electrical & Signal Parts 25KTHRES 110.88

Electrical & Signal Parts Total 2,161.42ARBILL INDUSTRIES INC Electrical Components & Parts 25KTHRES 381.09ELECTRO WIRE Electrical Components & Parts 25KTHRES 128.75FOTRONIC CORPORATION/TEST EQUIPMENT Electrical Components & Parts 25KTHRES 132.00FRANKLIN - GRIFFITH, LLC Electrical Components & Parts 25KTHRES 293.70SUPREME SAFETY, INC Electrical Components & Parts 25KTHRES 831.52

Electrical Components & Parts Total 1,767.06CL PRESSER CO Electrical Equipment & Supplies 25KTHRES 208.80COOPER ELECTRIC SUPPLY CO. Electrical Equipment & Supplies 25KTHRES 578.92ELECTRONICS EXCHANGE Electrical Equipment & Supplies 25KTHRES 35.00SUPREME SAFETY, INC Electrical Equipment & Supplies 25KTHRES 885.00T. FRANK MCCALL'S, INC. Electrical Equipment & Supplies 25KTHRES 80.50TEQUIPMENT.NET Electrical Equipment & Supplies 25KTHRES 759.28UNITED ELECTRIC Electrical Equipment & Supplies 25KTHRES 362.88Y-PERS, INC. Electrical Equipment & Supplies 25KTHRES 558.00

Electrical Equipment & Supplies Total 3,468.38ATLANTIC CITY ELECTRIC Electricity Expense Utility 50.15PSE&G CO. Electricity Expense Utility 21,663.13SEPTA Electricity Expense Utility 185.74SOUTH JERSEY GAS COMPANY Electricity Expense Utility 21,296.33

Electricity Expense Total 43,195.35AFLAC Employee Payroll Deductions NONE 11,058.40NATIONAL DRIVE Employee Payroll Deductions NONE 16.00TREASURER - STATE OF NEW JERSEY Employee Payroll Deductions NONE 52,096.26UNITED WAY OF GREATER PHILA Employee Payroll Deductions NONE 780.96VOYA FINANCIAL Employee Payroll Deductions NONE 50,719.52

Employee Payroll Deductions Total 114,671.14BURNS ENGINEERING, INC. Engineering Services P-18-023 4,373.28

Engineering Services Total 4,373.28CUBIC TRANSPORTATION SYSTEMS Fare Collection Equipment P-17-038 16,284.07ELECTRONIC DATA MAGNETICS, INC. Fare Collection Equipment 25KTHRES 20,725.20

Fare Collection Equipment Total 37,009.27GKY INDUSTRIES Fasteners 25KTHRES 1,000.90HILTI INC Fasteners 25KTHRES 1,972.40MUENZ ENGINEERED Fasteners 25KTHRES 2,703.83SHALLCROSS BOLT AND SPECIALTIES CO. Fasteners 25KTHRES 752.00

Fasteners Total 6,429.13INTERNAL REVENUE SERVICE Federal/FICA Payroll Taxes NONE 476,827.01

Federal/FICA Payroll Taxes Total 476,827.01EAST COAST FLAG & BANNER Flags/Poles/Banners 25KTHRES 78.00

Flags/Poles/Banners Total 78.00FUCHS LUBRICANTS CO Fuel/Oil/Grease 25KTHRES 1,346.34HOUGH PETROLEUM Fuel/Oil/Grease 25KTHRES 187.30KSL SUPPLIES INC. Fuel/Oil/Grease 25KTHRES 433.20MCMASTER-CARR SUPPLY COMPANY Fuel/Oil/Grease 25KTHRES 60.76MOTION INDUSTRIES Fuel/Oil/Grease 25KTHRES 1,387.60TRI-STATE INDUSTRIAL DISTRIB. OF NJ Fuel/Oil/Grease 25KTHRES 311.50

Fuel/Oil/Grease Total 3,726.70RIGGINS INC. Gasoline - Unleaded D-18-063 7,891.20

Gasoline - Unleaded Total 7,891.20PENN MACHINE COMPANY LLC Gearbox Rebuild P-18-025 10,471.84

Gearbox Rebuild Total 10,471.84SYMETRA LIFE INSURANCE COMP. Group Life & Accident Insurance D-17-074 37,142.99

Group Life & Accident Insurance Total 37,142.99ALSTOM SIGNALING OPERATION, LLC Hand Tools 25KTHRES 329.53CAMDEN TOOL Hand Tools 25KTHRES 279.90CL PRESSER CO Hand Tools 25KTHRES 1,058.29PEMBERTON ELECTRICAL SUPPLY COMPANY Hand Tools 25KTHRES 78.00SNAP-ON INDUSTRIAL Hand Tools 25KTHRES 3,850.10SOSMETAL PRODUCTS Hand Tools 25KTHRES 77.45SOUTH JERSEY WELDING SUPPLY CO Hand Tools 25KTHRES 407.32TRI-STATE INDUSTRIAL DISTRIB. OF NJ Hand Tools 25KTHRES 284.78VALLEN DISTRIBUTION, INC. Hand Tools 25KTHRES 256.88

Hand Tools Total 6,622.25CL PRESSER CO Hardware & Related Items 25KTHRES 151.20INDCO INC Hardware & Related Items 25KTHRES 113.20

Hardware & Related Items Total 264.40TRI-DIM FILTER CORPORATION HVAC 25KTHRES 461.88

HVAC Total 461.88UNITED REFRIGERATION, INC. Industrial Gases 25KTHRES 1,352.46

Industrial Gases Total 1,352.46

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A&M INDUSTRIAL SUPPLY Janitorial Supplies 25KTHRES 256.20CENTRAL POLY CORP. Janitorial Supplies P-18-028 1,719.20DEL VEL CHEMICAL CO., INC. Janitorial Supplies 25KTHRES 85.42GENERAL CHEMICAL AND SUPPLY Janitorial Supplies 25KTHRES 462.00GRAINGER Janitorial Supplies 25KTHRES 797.30HOMELAND INDUSTRIAL SUPPLY Janitorial Supplies 25KTHRES 690.12INDCO INC Janitorial Supplies 25KTHRES 2,048.35T. FRANK MCCALL'S, INC. Janitorial Supplies 25KTHRES 243.00TRI-STATE INDUSTRIAL DISTRIB. OF NJ Janitorial Supplies 25KTHRES 949.50VALLEN DISTRIBUTION, INC. Janitorial Supplies 25KTHRES 269.61

Janitorial Supplies Total 7,520.70JAMES DOORCHECK INC. Locks/Locksmith Services 25KTHRES 1,050.00

Locks/Locksmith Services Total 1,050.00WYNN ENVIRONMENTAL SALES Machine/Hardware, Industrial 25KTHRES 8,820.00

Machine/Hardware, Industrial Total 8,820.00EMSL ANALYTICAL INC Maintenance/Repair Generator Equipment 25KTHRES 43.00

Maintenance/Repair Generator Equipment Total 43.00PANDROL INDUSTRIES INC. Maintenance/Repair Railroad 25KTHRES 2,411.17

Maintenance/Repair Railroad Total 2,411.17GRAYBAR ELECTRIC CO INC Maintenance/Repair Test Equipment 25KTHRES 1,228.56

Maintenance/Repair Test Equipment Total 1,228.56AMERICAN CRANE & EQUIPMENT Material Handling & Storage 25KTHRES 8,526.00

Material Handling & Storage Total 8,526.00AMERIHEALTH INSURANCE COMPANY Medical D-18-080 374,509.40DELTA DENTAL OF NEW JERSEY, INC. Medical NONE 14,444.70VISION BENEFITS OF AMERICA Medical NONE 1,702.20

Medical Total 390,656.30CROSS COUNTY CONNECTION TMA Memberships & Subscriptions 25KTHRES 10,000.00

Memberships & Subscriptions Total 10,000.00GLOBAL EQUIPMENT CO. Office Supplies 25KTHRES 1,754.17ULINE, INC Office Supplies 25KTHRES 608.47W.B. MASON CO. INC Office Supplies D-17-085 1,370.92

Office Supplies Total 3,733.56W.B. MASON CO. INC Other Office Expenses D-17-037 985.60

Other Office Expenses Total 985.60PA DEPT OF REVENUE PA Payroll Taxes NONE 9,233.52

PA Payroll Taxes Total 9,233.52PA STATE EMPLOYEES RETIREMENT SYSTE PA Pension Employee Share NONE 94.90

PA Pension Employee Share Total 94.90CL PRESSER CO Paint-Coatings 25KTHRES 48.75

Paint-Coatings Total 48.75PAPER MART INC Paper Office/Print Shop D-17-091 769.51

Paper Office/Print Shop Total 769.51PATCO - Payroll Account Payroll For Accounting Period NONE 1,243,727.63

Payroll For Accounting Period Total 1,243,727.63PNC BANK P-CARD P-Card Purchases NONE 19,449.75

P-Card Purchases Total 19,449.75PA STATE EMPLOYEES RETIREMENT SYSTE Pension - PA SERS NONE 65.70

Pension - PA SERS Total 65.70PA STATE EMPLOYEES RETIREMENT SYSTE Pension & Benefits NONE 19,904.42

Pension & Benefits Total 19,904.42CITY OF PHILADELPHIA Philadelphia Payroll Taxes NONE 5,772.99

Philadelphia Payroll Taxes Total 5,772.99MCMASTER-CARR SUPPLY COMPANY Plumbing Equipment & Supplies 25KTHRES 85.98TRI-STATE INDUSTRIAL DISTRIB. OF NJ Plumbing Equipment & Supplies 25KTHRES 36.50

Plumbing Equipment & Supplies Total 122.48FEDERAL EXPRESS CORPORATION Postage Expenses 25KTHRES 327.58

Postage Expenses Total 327.58HOLMES & COMPANY LLC Professional Fees - Audit D-18-134 7,680.00

Professional Fees - Audit Total 7,680.00STEVENS & LEE Professional Fees - Labor Relations D-17-086 7,187.55

Professional Fees - Labor Relations Total 7,187.55STRADLEY RONON STEVENS & YOUNG, LLP Professional Fees - Legal Costs D-17-086 927.68

Professional Fees - Legal Costs Total 927.68US REGIONAL OCCUPATIONAL HEALTH II Professional Fees - Medical D-14-103 1,496.00

Professional Fees - Medical Total 1,496.00ACADACA, LLC Professional Services P-18-005 12,500.00BENEFIT HARBOR LP Professional Services D-17-077 2,376.03CERTIFIED SPEEDOMETER SERVICE Professional Services 25KTHRES 165.00

Professional Services Total 15,041.03MCMASTER-CARR SUPPLY COMPANY Pumping Equipment & Accessories 25KTHRES 17.04

Pumping Equipment & Accessories Total 17.04PECO ENERGY Purchased Power NONE 51,347.36PSE&G CO. Purchased Power NONE 680,537.77

Purchased Power Total 731,885.13TESSCO Radio Communication/Telephone Equipment 25KTHRES 3,257.40

Radio Communication/Telephone Equipment Total 3,257.40GENERAL CHEMICAL AND SUPPLY Rags, Shop Towels 25KTHRES 1,002.06

Rags, Shop Towels Total 1,002.06

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CLEAN VENTURE, INC. Rail Car Cleaning Materials P-18-028 13,586.20Rail Car Cleaning Materials Total 13,586.20

IRON MOUNTAIN INCORPORATED Records Management Fees D-17-035 481.47Records Management Fees Total 481.47

CURTIS TOMPKINS Refund 25KTHRES 11.00DEBORAH BROOKS- THOMAS Refund 25KTHRES 130.00DEREK LAM Refund 25KTHRES 12.00DONALD OGLE SR. Refund 25KTHRES 29.75JONEL IACONO Refund 25KTHRES 35.00KATHRYN LONG Refund 25KTHRES 36.20MELISSA GUSTRAY Refund 25KTHRES 12.00MR. ROBERT McDERMOTT Refund 25KTHRES 12.00NICOLE PUGLIA Refund 25KTHRES 20.00SHAKIRAH JACKSON Refund 25KTHRES 12.00TODD ENGLAND Refund 25KTHRES 35.00WALTER CAPELLI Refund 25KTHRES 20.00

Refund Total 364.95SAFETY-KLEEN CORPORATION Rental - Property & Other Equipment 25KTHRES 1,738.00WILLIAMS SCOTSMAN INC. Rental - Property & Other Equipment 25KTHRES 821.30

Rental - Property & Other Equipment Total 2,559.30DIRECTV Rental Expenses - Other 25KTHRES 156.48EAST COAST EVENT RENTAL LLC Rental Expenses - Other 25KTHRES 287.30

Rental Expenses - Other Total 443.78LAUREL LAWNMOWER SERVICE Repair Parts - Landscaping Equipment 25KTHRES 600.74

Repair Parts - Landscaping Equipment Total 600.74MARY A. STEFFEN Settlement Claim 25KTHRES 12,500.00

Settlement Claim Total 12,500.00QUAL LYNX (ACH TRANSFER) Reserve for Self Insurance P-17-046 5,714.60

Reserve for Self Insurance Total 5,714.60AMERIHEALTH INSURANCE COMPANY Retiree Medical Insurance D-18-080 45,324.41UNITED HEALTHCARE Retiree Medical Insurance D-18-119 48,065.83

Retiree Medical Insurance Total 93,390.24HORIZON BLUE CROSS BLUE SHIELD OF N Retiree Medical Prescription Insurance Over 65 D-18-108 29,096.13

Retiree Medical Prescription Insurance Over 65 Total 29,096.13CLEAN VENTURE, INC. Shop Supplies P-18-028 200.00

Shop Supplies Total 200.00CUBIC TRANSPORTATION SYSTEMS System Administration Support for AFC P-17-006 26,937.70

System Administration Support for AFC Total 26,937.70TEAMSTERS HEALTH & WELFARE Teamsters Health and Welfare D-18-090 317,540.13

Teamsters Health and Welfare Total 317,540.13TEAMSTER PENSION FUND Teamsters Pension P-18-045 223,985.72

Teamsters Pension Total 223,985.72TEAMSTERS LOCAL UNION 676 Teamsters Union Dues NONE 11,580.00

Teamsters Union Dues Total 11,580.00SAP NATIONAL SECURITY SERVICES INC Technology Service Contracts D-18-024 71,758.81SAP PUBLIC SERVICES INC Technology Service Contracts D-18-024 12,792.50

Technology Service Contracts Total 84,551.31VERIZON Telephone & Telecom Expense Utility 1,144.19

Telephone & Telecom Expense Total 1,144.19CUBIC TRANSPORTATION SYSTEMS Temp Services - Customer Service Center P-16-026 50,881.66

Temp Services - Customer Service Center Total 50,881.66ACCOUNTANTS FOR YOU Temporary Services D-17-062 7,846.86CONTROLS AND AUTOMATION CONSULTANTS Temporary Services D-17-062 10,872.36ISEARCH PARTNERS INC Temporary Services D-17-062 5,157.50

Temporary Services Total 23,876.72TREASURER - STATE OF NEW JERSEY Testing and Inspection Fees 25KTHRES 1,267.00

Testing and Inspection Fees Total 1,267.00TIRE-TECH, INC. Tires and Tubes 25KTHRES 2,165.10

Tires and Tubes Total 2,165.10ANSALDO STS USA, INC. Track & Right of Way Maint 25KTHRES 898.00ERICO INTERNATIONAL CORPORATION Track & Right of Way Maint 25KTHRES 49.00RAILROAD TOOLS AND SOLUTIONS LLC Track & Right of Way Maint 25KTHRES 2,500.00

Track & Right of Way Maint Total 3,447.00RAM INDUSTRIAL SERVICES, LLC Traction Motor Rebuilds P-16-018 232,314.00SHERWOOD ELECTROMOTION INC. Traction Motor Rebuilds P-16-018 30,592.00SWIGER COIL SYSTEMS Traction Motor Rebuilds P-16-018 119,246.00WALCO ELECTRIC COMPANY Traction Motor Rebuilds P-16-018 17,972.00

Traction Motor Rebuilds Total 400,124.00CITY OF PHILADELPHIA Training Course Fees 25KTHRES 200.00

Training Course Fees Total 200.00ACCOUNTANTS FOR YOU Transit Ambassadors P-16-003 32,026.50

Transit Ambassadors Total 32,026.50JOHNSTONE SUPPLY Transit Car Equipment-Electrical 25KTHRES 1,420.18MAC PRODUCTS, INC Transit Car Equipment-Electrical 25KTHRES 11,288.58

Transit Car Equipment-Electrical Total 12,708.76

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AIC RAIL Transit Car Equipment-Mechanical 25KTHRES 2,530.00APPLIED INDUSTRIAL TECHNOLOGIES Transit Car Equipment-Mechanical 25KTHRES 4,960.60CL PRESSER CO Transit Car Equipment-Mechanical 25KTHRES 326.06GKY INDUSTRIES Transit Car Equipment-Mechanical 25KTHRES 88.00JAMES DOORCHECK INC. Transit Car Equipment-Mechanical 25KTHRES 2,325.00JAMES L. HOWARD & CO., INC. Transit Car Equipment-Mechanical 25KTHRES 631.55MAC PRODUCTS, INC Transit Car Equipment-Mechanical 25KTHRES 2,168.52PENN MACHINE COMPANY LLC Transit Car Equipment-Mechanical 25KTHRES 5,803.20STRATO INC. Transit Car Equipment-Mechanical 25KTHRES 413.26THE HORNE PRODUCTS, INC. Transit Car Equipment-Mechanical P-18-009 4,018.10WABTEC GLOBAL SERVICES Transit Car Equipment-Mechanical P-18-036 33,087.12WABTEC PASSENGER TRANSIT Transit Car Equipment-Mechanical P-18-042 82,508.69WHARTON HARDWARE & SUPPLY Transit Car Equipment-Mechanical 25KTHRES 110.00

Transit Car Equipment-Mechanical Total 138,970.10TAB INC. Trash Removal 25KTHRES 150.00

Trash Removal Total 150.00Mark S. Ciechon Travel Expenses 25KTHRES 77.72Thomas M. Knetz Travel Expenses 25KTHRES 59.16

Travel Expenses Total 136.88Andrew M. Simko Tuition Reimbursement Expense 25KTHRES 960.00

Tuition Reimbursement Expense Total 960.00UNIFIRST CORPORATION Uniform Cleaning Expense P-18-028 2,154.95WILSON CLEANERS & DYERS Uniform Cleaning Expense 25KTHRES 54.00

Uniform Cleaning Expense Total 2,208.95A&A GLOVE AND SAFETY Uniform Expense 25KTHRES 228.00ANA SOURCING LLC Uniform Expense 25KTHRES 2,820.00GALLS Uniform Expense 25KTHRES 540.28GEN-EL SAFETY & INDUSTRIAL PRODUCTS Uniform Expense 25KTHRES 639.25NORTHSTAR INDUSTRIAL SUPPLY, LLC Uniform Expense 25KTHRES 743.69PNC BANK P-CARD Uniform Expense NONE 3,027.02QUIKSTITCH EMBROIDERY Uniform Expense 25KTHRES 4,072.30UNIFIRST CORPORATION Uniform Expense P-18-028 1,806.71

Uniform Expense Total 13,877.25COLONIAL ELECTRIC SUPPLY Upgrade DC Power Lindenwold Shop 25KTHRES 3,122.30

Upgrade DC Power Lindenwold Shop Total 3,122.30BUCKS COUNTY INTERNATIONAL INC Vehicle Parts for Repairs 25KTHRES 754.98ECHELON FORD INC Vehicle Parts for Repairs 25KTHRES 307.10NAPA AUTO PARTS Vehicle Parts for Repairs D-18-013 996.37WINNER FORD Vehicle Parts for Repairs 25KTHRES 2,086.57

Vehicle Parts for Repairs Total 4,145.02EXPERTPAY CHILD SUPPORT Wage Attachment NONE 31,333.69NEW JERSEY FAMILY SUPPORT PAYMENT Wage Attachment NONE 1,500.00

Wage Attachment Total 32,833.69CITY OF CAMDEN Water & Sewer Expense Utility 106.63CITY OF PHILA Water & Sewer Expense Utility 5,907.06NEW JERSEY AMERICAN WATER Water & Sewer Expense Utility 1,362.26TOWNSHIP OF VOORHEES Water & Sewer Expense Utility 145.00

Water & Sewer Expense Total 7,520.95LAWSON PRODUCTS Welding Eqp & Supply 25KTHRES 252.21PENDERGAST SAFETY EQUIPMENT CO Welding Eqp & Supply 25KTHRES 29.20TRACK-WELD Welding Eqp & Supply 25KTHRES 1,710.51

Welding Eqp & Supply Total 1,991.92QUAL LYNX (ACH TRANSFER) Worker's Comp Reserve P-17-046 48,114.65

Worker's Comp Reserve Total 48,114.65Grand Total 5,171,235.51

* D indicates a DRPA resolution* P indicates a PATCO resolution

Page 261: DELAWARE RIVER PORT AUTHORITY

PATCO MONTHLY LIST OFPREVIOUSLY APPROVED

PURCHASE ORDERS & CONTRACTS

Page 262: DELAWARE RIVER PORT AUTHORITY

PATCO Monthly List of Previously Approved Purchase Order Contracts - March 2019

Purchasing Document Item Document Date Vendor/supplying plant Material Group Desc. Net Order Value

4500010397 1,808.47

4500010397 1 3/1/2019 100530 SHI INTERNATIONAL CORP DATA PROC SRVS & SW 417.34

4500010397 2 3/1/2019 100530 SHI INTERNATIONAL CORP DATA PROC SRVS & SW 1,159.28

4500010397 3 3/1/2019 100530 SHI INTERNATIONAL CORP DATA PROC SRVS & SW 231.85

4500010398 7,984.81

4500010398 1 3/1/2019 101233 WABTEC PASSENGER TRANSIT TRAN CAR EQUIP-MECH 6,483.50

4500010398 2 3/1/2019 101233 WABTEC PASSENGER TRANSIT TRAN CAR EQUIP-MECH 337.95

4500010398 3 3/1/2019 101233 WABTEC PASSENGER TRANSIT TRAN CAR EQUIP-MECH 1,163.36

4500010399 222.56

4500010399 1 3/1/2019 100818 COOPER ELECTRIC SUPPLY CO. ELEC&SIG PARTS/MAINT 30.00

4500010399 2 3/1/2019 100818 COOPER ELECTRIC SUPPLY CO. ELEC&SIG PARTS/MAINT 66.56

4500010399 3 3/1/2019 100818 COOPER ELECTRIC SUPPLY CO. ELEC EQP/SUPP-NO CBL 126.00

4500010400 2,427.42

4500010400 1 3/1/2019 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 2,244.54

4500010400 2 3/1/2019 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 182.88

4500010403 545.00

4500010403 1 3/4/2019 102126 READING CRANE BUILDING MAINT SRVS 545.00

4500010404 58.26

4500010404 1 3/4/2019 100501 W.B. MASON CO. INC OFFICE SUPPLIES 58.26

4500010405 196.67

4500010405 1 3/4/2019 101195 ULINE, INC OFFICE SUPPLIES 90.00

4500010405 2 3/4/2019 101195 ULINE, INC OFFICE SUPPLIES 90.00

4500010405 3 3/4/2019 101195 ULINE, INC OFFICE SUPPLIES 16.67

4500010408 152.00

4500010408 1 3/5/2019 100379 QUIKSTITCH EMBROIDERY CLOTHING ACCESSORIES 132.00

4500010408 2 3/5/2019 100379 QUIKSTITCH EMBROIDERY CLOTHING ACCESSORIES 20.00

4500010410 4,382.50

4500010410 1 3/5/2019 101180 TRANSIT OUTSOURCE COMPANY TRAN CAR EQUIP-MECH 4,282.50

4500010410 2 3/5/2019 101180 TRANSIT OUTSOURCE COMPANY TRAN CAR EQUIP-MECH 100.00

4500010411 188.90

4500010411 1 3/5/2019 100449 TEAM ONE REPAIR, INC. FARE COLLECTION EQP 10.10

4500010411 2 3/5/2019 100449 TEAM ONE REPAIR, INC. FARE COLLECTION EQP 178.80

4500010412 2,325.00

4500010412 1 3/5/2019 101302 JAMES DOORCHECK INC. TRAN CAR EQUIP-MECH 2,325.00

4500010414 4,902.45

4500010414 1 3/5/2019 100059 ATLANTIC TACTICAL POLICE EQP AND SUPP 1,687.20

4500010414 2 3/5/2019 100059 ATLANTIC TACTICAL POLICE EQP AND SUPP 64.48

4500010414 3 3/5/2019 100059 ATLANTIC TACTICAL POLICE EQP AND SUPP 71.98

4500010414 4 3/5/2019 100059 ATLANTIC TACTICAL POLICE EQP AND SUPP 193.44

4500010414 5 3/5/2019 100059 ATLANTIC TACTICAL POLICE EQP AND SUPP 193.44

4500010414 6 3/5/2019 100059 ATLANTIC TACTICAL POLICE EQP AND SUPP 322.40

4500010414 7 3/5/2019 100059 ATLANTIC TACTICAL POLICE EQP AND SUPP 128.96

4500010414 8 3/5/2019 100059 ATLANTIC TACTICAL POLICE EQP AND SUPP 71.98

4500010414 9 3/5/2019 100059 ATLANTIC TACTICAL POLICE EQP AND SUPP 82.48

4500010414 10 3/5/2019 100059 ATLANTIC TACTICAL POLICE EQP AND SUPP 215.94

4500010414 11 3/5/2019 100059 ATLANTIC TACTICAL POLICE EQP AND SUPP 215.94

4500010414 12 3/5/2019 100059 ATLANTIC TACTICAL POLICE EQP AND SUPP 359.90

4500010414 13 3/5/2019 100059 ATLANTIC TACTICAL POLICE EQP AND SUPP 143.96

4500010414 14 3/5/2019 100059 ATLANTIC TACTICAL POLICE EQP AND SUPP 101.98

4500010414 15 3/5/2019 100059 ATLANTIC TACTICAL POLICE EQP AND SUPP 54.74

4500010414 16 3/5/2019 100059 ATLANTIC TACTICAL POLICE EQP AND SUPP 58.49

4500010414 17 3/5/2019 100059 ATLANTIC TACTICAL POLICE EQP AND SUPP 203.96

4500010414 18 3/5/2019 100059 ATLANTIC TACTICAL POLICE EQP AND SUPP 152.97

4500010414 19 3/5/2019 100059 ATLANTIC TACTICAL POLICE EQP AND SUPP 152.97

4500010414 20 3/5/2019 100059 ATLANTIC TACTICAL POLICE EQP AND SUPP 50.99

4500010414 21 3/5/2019 100059 ATLANTIC TACTICAL POLICE EQP AND SUPP 374.25

4500010414 22 3/5/2019 100059 ATLANTIC TACTICAL POLICE EQP AND SUPP 0.00

4500010416 1,260.00

4500010416 1 3/5/2019 100919 HOMELAND INDUSTRIAL SUPPLY CLEANING MATERIALS 209.00

4500010416 2 3/5/2019 100919 HOMELAND INDUSTRIAL SUPPLY CLEANING MATERIALS 209.00

4500010416 3 3/5/2019 100919 HOMELAND INDUSTRIAL SUPPLY CLEANING MATERIALS 209.00

4500010416 4 3/5/2019 100919 HOMELAND INDUSTRIAL SUPPLY CLEANING MATERIALS 160.00

4500010416 5 3/5/2019 100919 HOMELAND INDUSTRIAL SUPPLY CLEANING MATERIALS 228.00

4500010416 6 3/5/2019 100919 HOMELAND INDUSTRIAL SUPPLY CLEANING MATERIALS 163.00

4500010416 7 3/5/2019 100919 HOMELAND INDUSTRIAL SUPPLY CLEANING MATERIALS 82.00

4500010417 125.00

4500010417 1 3/6/2019 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 100.00

4500010417 2 3/6/2019 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 25.00

4500010419 393.12

4500010419 1 3/6/2019 100501 W.B. MASON CO. INC COOLERS/BTL WATER 393.12

4500010421 8,013.97

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PATCO Monthly List of Previously Approved Purchase Order Contracts - March 2019

4500010421 1 3/6/2019 101910 VERSALIFT EAST LLC AUTO BODY/ACS PRTS 3,702.22

4500010421 2 3/6/2019 101910 VERSALIFT EAST LLC AUTO BODY/ACS PRTS 2,142.75

4500010421 3 3/6/2019 101910 VERSALIFT EAST LLC AUTO BODY/ACS PRTS 267.00

4500010421 4 3/6/2019 101910 VERSALIFT EAST LLC AUTO BODY/ACS PRTS 407.00

4500010421 5 3/6/2019 101910 VERSALIFT EAST LLC AUTO BODY/ACS PRTS 995.00

4500010421 6 3/6/2019 101910 VERSALIFT EAST LLC AUTO BODY/ACS PRTS 500.00

4500010422 0.00

4500010422 1 3/6/2019 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 0.00

4500010422 2 3/6/2019 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 0.00

4500010422 3 3/6/2019 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 0.00

4500010424 241.92

4500010424 1 3/6/2019 101476 UNITED ELECTRIC ELEC EQP/SUPP-NO CBL 241.92

4500010430 80.40

4500010430 1 3/11/2019 100708 AIRGAS USA, LLC 1ST AID & SAFETY EQP 80.40

4500010431 237.18

4500010431 1 3/11/2019 100859 ELECTRONIC CONNECTIONS INTERNATIONA ELEC&SIG PARTS/MAINT 237.18

4500010432 2,208.00

4500010432 1 3/11/2019 100877 FAST ACCESS SECURITY CORPORATION FARE COLLECTION EQP 1,074.00

4500010432 2 3/11/2019 100877 FAST ACCESS SECURITY CORPORATION FARE COLLECTION EQP 1,134.00

4500010433 283.67

4500010433 1 3/11/2019 100915 HILTI INC FASTENERS 34.24

4500010433 2 3/11/2019 100915 HILTI INC FASTENERS 84.23

4500010433 3 3/11/2019 100915 HILTI INC FASTENERS 165.20

4500010434 5,190.00

4500010434 1 3/11/2019 102168 G & M PRINTWEAR AD/PROMO ITEMS 5,190.00

4500010435 239.70

4500010435 1 3/11/2019 100231 INDCO INC JANITORIAL SUPPLIES 22.50

4500010435 2 3/11/2019 100231 INDCO INC JANITORIAL SUPPLIES 108.00

4500010435 3 3/11/2019 100231 INDCO INC JANITORIAL SUPPLIES 109.20

4500010436 3,912.90

4500010436 1 3/11/2019 100029 AIM ELECTRONICS TRAN CAR EQUIP-MECH 1,716.70

4500010436 2 3/11/2019 100029 AIM ELECTRONICS TRAN CAR EQUIP-MECH 2,196.20

4500010437 605.58

4500010437 1 3/11/2019 100289 MCMASTER-CARR SUPPLY COMPANY ELEC&SIG PARTS/MAINT 501.90

4500010437 2 3/11/2019 100289 MCMASTER-CARR SUPPLY COMPANY 1ST AID & SAFETY EQP 103.68

4500010438 94.88

4500010438 1 3/11/2019 100318 NEW PIG CORP 1ST AID & SAFETY EQP 94.88

4500010439 191.00

4500010439 1 3/11/2019 101247 Y-PERS, INC. PAPER/PLAS-DISPOSE 191.00

4500010442 270.52

4500010442 1 3/11/2019 100491 UNIVERSAL ELECTRONIC SUPPLY CO. ELEC&SIG PARTS/MAINT 270.52

4500010447 120.96

4500010447 1 3/12/2019 101476 UNITED ELECTRIC ELEC EQP/SUPP-NO CBL 120.96

4500010448 1,887.00

4500010448 1 3/12/2019 101673 HOUGEN MFG TRK&RHT OF WAY MAINT 1,887.00

4500010449 60.00

4500010449 1 3/12/2019 102379 BARGREEN ELLINGSON JANITORIAL SUPPLIES 60.00

4500010450 108.13

4500010450 1 3/12/2019 101147 STAPLES ADVANTAGE OFFICE EQUIPMENT 108.13

4500010451 252.00

4500010451 1 3/12/2019 100963 KSL SUPPLIES INC. CLEANING MATERIALS 252.00

4500010452 668.60

4500010452 1 3/12/2019 100436 STAUFFER GLOVE & SAFETY 1ST AID & SAFETY EQP 448.20

4500010452 2 3/12/2019 100436 STAUFFER GLOVE & SAFETY 1ST AID & SAFETY EQP 111.36

4500010452 3 3/12/2019 100436 STAUFFER GLOVE & SAFETY 1ST AID & SAFETY EQP 109.04

4500010453 101.72

4500010453 1 3/12/2019 100428 SOUTH JERSEY WELDING SUPPLY CO FUEL/OIL/GREASE 101.72

4500010455 7,980.00

4500010455 1 3/12/2019 100729 HITACHI RAIL STS USA, INC. TRAN CAR EQUIP-MECH 7,980.00

4500010456 2,425.00

4500010456 1 3/12/2019 100625 CARRIER TRANSICOLD OF PA TRAN CAR EQUIP-MECH 2,425.00

4500010457 5,542.61

4500010457 1 3/12/2019 101492 4IMPRINT, INC. AD/PROMO ITEMS 5,260.50

4500010457 2 3/12/2019 101492 4IMPRINT, INC. AD/PROMO ITEMS 45.00

4500010457 3 3/12/2019 101492 4IMPRINT, INC. AD/PROMO ITEMS 237.11

4500010460 340.90

4500010460 1 3/13/2019 100337 PAPER MART INC ENVELOPES, PLAIN/PRT 340.90

4500010461 1,504.14

4500010461 1 3/13/2019 100421 SHAMONG MFG. COMPANY TRAN CAR EQUIP-MECH 709.14

4500010461 2 3/13/2019 100421 SHAMONG MFG. COMPANY TRAN CAR EQUIP-MECH 795.00

4500010462 2,043.24

4500010462 1 3/13/2019 101240 WINCHESTER INDUSTRIES, INC. TRAN CAR EQUIP-MECH 2,016.00

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4500010462 2 3/13/2019 101240 WINCHESTER INDUSTRIES, INC. MAT HANDLING & STORG 27.24

4500010463 3,515.00

4500010463 1 3/13/2019 102394 BBE PROMOTIONS AD/PROMO ITEMS 3,150.00

4500010463 2 3/13/2019 102394 BBE PROMOTIONS AD/PROMO ITEMS 35.00

4500010463 3 3/13/2019 102394 BBE PROMOTIONS AD/PROMO ITEMS 330.00

4500010472 833.80

4500010472 1 3/14/2019 101189 TRI-DIM FILTER CORPORATION TRAN CAR EQUIP-MECH 833.80

4500010473 2,795.00

4500010473 1 3/14/2019 100645 MUENZ ENGINEERED FASTENERS 2,795.00

4500010474 185.50

4500010474 1 3/14/2019 100221 HOUGH PETROLEUM FUEL/OIL/GREASE 185.50

4500010475 595.00

4500010475 1 3/14/2019 100644 FRANKLIN - GRIFFITH, LLC ELECTRON COMPON/PRTS 64.00

4500010475 2 3/14/2019 100644 FRANKLIN - GRIFFITH, LLC ELEC&SIG PARTS/MAINT 500.00

4500010475 3 3/14/2019 100644 FRANKLIN - GRIFFITH, LLC ELECTRON COMPON/PRTS 31.00

4500010476 1,615.84

4500010476 1 3/14/2019 100863 ENCORE RAIL SYSTEMS, INC. BLDGS/GRNDS- MAINT. 1,615.84

4500010477 209.00

4500010477 1 3/14/2019 100184 GEN-EL SAFETY & INDUSTRIAL PRODUCTS JANITORIAL SUPPLIES 209.00

4500010478 3,325.00

4500010478 1 3/14/2019 100663 HAFCO FOUNDRY & MACHINE CO. ELEC EQP/SUPP-NO CBL 3,325.00

4500010479 231.50

4500010479 1 3/14/2019 100258 KC ELECTRONIC DISTRIBUTORS INC ELEC EQP/SUPP-NO CBL 172.50

4500010479 2 3/14/2019 100258 KC ELECTRONIC DISTRIBUTORS INC ELEC EQP/SUPP-NO CBL 59.00

4500010480 598.59

4500010480 1 3/14/2019 100987 PHILLYRUBBER.COM TRAN CAR EQUIP-MECH 598.59

4500010481 133.60

4500010481 1 3/14/2019 100963 KSL SUPPLIES INC. FLOOR MAINT. EQP 133.60

4500010482 308.68

4500010482 1 3/14/2019 100713 ALLIED ELECTRONICS & AUTOMATION ELECTRON COMPON/PRTS 65.98

4500010482 2 3/14/2019 100713 ALLIED ELECTRONICS & AUTOMATION FARE COLLECTION EQP 242.70

4500010484 234.93

4500010484 1 3/14/2019 100915 HILTI INC HAND TOOLS 59.98

4500010484 2 3/14/2019 100915 HILTI INC HAND TOOLS 174.95

4500010486 118.80

4500010486 1 3/15/2019 100111 CONROY, INC. PAINT-COATINGS, ETC 118.80

4500010487 17,279.13

4500010487 1 3/15/2019 101233 WABTEC PASSENGER TRANSIT TRAN CAR EQUIP-MECH 675.69

4500010487 2 3/15/2019 101233 WABTEC PASSENGER TRANSIT TRAN CAR EQUIP-MECH 387.20

4500010487 3 3/15/2019 101233 WABTEC PASSENGER TRANSIT TRAN CAR EQUIP-MECH 651.84

4500010487 4 3/15/2019 101233 WABTEC PASSENGER TRANSIT TRAN CAR EQUIP-MECH 3,321.00

4500010487 5 3/15/2019 101233 WABTEC PASSENGER TRANSIT TRAN CAR EQUIP-MECH 5,434.11

4500010487 6 3/15/2019 101233 WABTEC PASSENGER TRANSIT TRAN CAR EQUIP-MECH 1,181.25

4500010487 7 3/15/2019 101233 WABTEC PASSENGER TRANSIT TRAN CAR EQUIP-MECH 2,598.60

4500010487 8 3/15/2019 101233 WABTEC PASSENGER TRANSIT TRAN CAR EQUIP-MECH 1,161.04

4500010487 9 3/15/2019 101233 WABTEC PASSENGER TRANSIT TRAN CAR EQUIP-MECH 500.76

4500010487 10 3/15/2019 101233 WABTEC PASSENGER TRANSIT TRAN CAR EQUIP-MECH 536.55

4500010487 11 3/15/2019 101233 WABTEC PASSENGER TRANSIT TRAN CAR EQUIP-MECH 484.63

4500010487 12 3/15/2019 101233 WABTEC PASSENGER TRANSIT TRAN CAR EQUIP-MECH 346.46

4500010488 361.97

4500010488 1 3/15/2019 100667 SNAP-ON INCORPORATED FASTENERS 76.06

4500010488 2 3/15/2019 100667 SNAP-ON INCORPORATED HAND TOOLS 59.24

4500010488 3 3/15/2019 100667 SNAP-ON INCORPORATED HAND TOOLS 62.49

4500010488 4 3/15/2019 100667 SNAP-ON INCORPORATED HAND TOOLS 31.68

4500010488 5 3/15/2019 100667 SNAP-ON INCORPORATED HAND TOOLS 51.80

4500010488 6 3/15/2019 100667 SNAP-ON INCORPORATED HAND TOOLS 80.70

4500010489 3,000.00

4500010489 1 3/15/2019 100830 CUMMINS-ALLISON CORP. MAINT/REPAIR-OFF EQP 3,000.00

4500010490 1,861.46

4500010490 1 3/15/2019 101189 TRI-DIM FILTER CORPORATION HVAC 162.72

4500010490 2 3/15/2019 101189 TRI-DIM FILTER CORPORATION HVAC 83.16

4500010490 3 3/15/2019 101189 TRI-DIM FILTER CORPORATION HVAC 61.68

4500010490 4 3/15/2019 101189 TRI-DIM FILTER CORPORATION TRAN CAR EQUIP-MECH 1,553.90

4500010491 288.00

4500010491 1 3/18/2019 100877 FAST ACCESS SECURITY CORPORATION FARE COLLECTION EQP 288.00

4500010492 51.80

4500010492 1 3/18/2019 101191 TRI-STATE INDUSTRIAL DISTRIB. OF NJ HAND TOOLS 51.80

4500010497 5,500.00

4500010497 1 3/18/2019 102405 PROFESSIONAL SPORTS PUBLICATIONS AD/PROMO ITEMS 5,500.00

4500010498 3,275.00

4500010498 1 3/19/2019 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 655.00

4500010498 2 3/19/2019 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 655.00

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4500010498 3 3/19/2019 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 655.00

4500010498 4 3/19/2019 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 0.00

4500010498 5 3/19/2019 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 655.00

4500010498 6 3/19/2019 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 655.00

4500010500 499.32

4500010500 1 3/19/2019 100449 TEAM ONE REPAIR, INC. FARE COLLECTION EQP 499.32

4500010502 2,700.18

4500010502 1 3/19/2019 101233 WABTEC PASSENGER TRANSIT TRAN CAR EQUIP-MECH 2,664.90

4500010502 2 3/19/2019 101233 WABTEC PASSENGER TRANSIT TRAN CAR EQUIP-MECH 35.28

4500010505 1,359.17

4500010505 1 3/19/2019 100231 INDCO INC JANITORIAL SUPPLIES 301.80

4500010505 2 3/19/2019 100231 INDCO INC JANITORIAL SUPPLIES 93.60

4500010505 3 3/19/2019 100231 INDCO INC HARDWARE & RELATED 41.25

4500010505 4 3/19/2019 100231 INDCO INC JANITORIAL SUPPLIES 110.22

4500010505 5 3/19/2019 100231 INDCO INC JANITORIAL SUPPLIES 189.80

4500010505 6 3/19/2019 100231 INDCO INC JANITORIAL SUPPLIES 622.50

4500010506 388.50

4500010506 1 3/20/2019 100306 NATIONAL BATTERY CO. FARE COLLECTION EQP 388.50

4500010507 433.92

4500010507 1 3/20/2019 100979 M S C INDUSTRIAL SUPPLY CO. INC. FUEL/OIL/GREASE 433.92

4500010508 191.56

4500010508 1 3/20/2019 100667 SNAP-ON INCORPORATED HAND TOOLS 16.24

4500010508 2 3/20/2019 100667 SNAP-ON INCORPORATED HAND TOOLS 175.32

4500010509 3,082.70

4500010509 22 3/22/2019 100465 TOTAL EQUIPMENT TRAINING MAIN/REPAIR-TEST EQP 259.27

4500010509 23 3/22/2019 100465 TOTAL EQUIPMENT TRAINING MAIN/REPAIR-TEST EQP 245.00

4500010509 24 3/22/2019 100465 TOTAL EQUIPMENT TRAINING MAIN/REPAIR-TEST EQP 259.27

4500010509 25 3/22/2019 100465 TOTAL EQUIPMENT TRAINING MAIN/REPAIR-TEST EQP 245.00

4500010509 26 3/22/2019 100465 TOTAL EQUIPMENT TRAINING MAIN/REPAIR-TEST EQP 259.27

4500010509 27 3/22/2019 100465 TOTAL EQUIPMENT TRAINING MAIN/REPAIR-TEST EQP 259.27

4500010509 28 3/22/2019 100465 TOTAL EQUIPMENT TRAINING MAIN/REPAIR-TEST EQP 1,037.08

4500010509 29 3/22/2019 100465 TOTAL EQUIPMENT TRAINING MAIN/REPAIR-TEST EQP 518.54

4500010510 602.00

4500010510 1 3/20/2019 100500 VOSSLOH TRACK MATERIAL INC BLDGS/GRNDS- MAINT. 602.00

4500010512 662.95

4500010512 1 3/20/2019 100491 UNIVERSAL ELECTRONIC SUPPLY CO. COMP ACCESS./SUPP. 50.95

4500010512 2 3/20/2019 100491 UNIVERSAL ELECTRONIC SUPPLY CO. COMP ACCESS./SUPP. 612.00

4500010519 340.18

4500010519 1 3/21/2019 100731 APPLIED INDUSTRIAL TECHNOLOGIES TRAN CAR EQUIP-MECH 142.00

4500010519 2 3/21/2019 100731 APPLIED INDUSTRIAL TECHNOLOGIES FUEL/OIL/GREASE 198.18

4500010520 231.48

4500010520 1 3/21/2019 100735 ARBILL INDUSTRIES INC 1ST AID & SAFETY EQP 90.00

4500010520 2 3/21/2019 100735 ARBILL INDUSTRIES INC 1ST AID & SAFETY EQP 141.48

4500010521 285.38

4500010521 1 3/21/2019 100154 EFFECTIVE CONTROLS EAST STEAM&HOT WTR ACCESS 285.38

4500010522 74.28

4500010522 1 3/21/2019 100879 FASTENAL COMPANY FASTENERS 9.40

4500010522 2 3/21/2019 100879 FASTENAL COMPANY FASTENERS 10.48

4500010522 3 3/21/2019 100879 FASTENAL COMPANY FASTENERS 15.38

4500010522 4 3/21/2019 100879 FASTENAL COMPANY FASTENERS 23.90

4500010522 5 3/21/2019 100879 FASTENAL COMPANY FASTENERS 8.48

4500010522 6 3/21/2019 100879 FASTENAL COMPANY FASTENERS 2.68

4500010522 7 3/21/2019 100879 FASTENAL COMPANY FASTENERS 3.96

4500010523 727.70

4500010523 1 3/21/2019 100191 GKY INDUSTRIES FASTENERS 75.00

4500010523 2 3/21/2019 100191 GKY INDUSTRIES FASTENERS 12.50

4500010523 3 3/21/2019 100191 GKY INDUSTRIES FASTENERS 64.00

4500010523 4 3/21/2019 100191 GKY INDUSTRIES ELEC&SIG PARTS/MAINT 490.00

4500010523 5 3/21/2019 100191 GKY INDUSTRIES FASTENERS 21.00

4500010523 6 3/21/2019 100191 GKY INDUSTRIES FASTENERS 10.00

4500010523 7 3/21/2019 100191 GKY INDUSTRIES PLUMBING EQP & SUPP 55.20

4500010524 1,001.04

4500010524 1 3/21/2019 100919 HOMELAND INDUSTRIAL SUPPLY BLDGS/GRNDS- MAINT. 1,001.04

4500010525 266.40

4500010525 1 3/21/2019 101302 JAMES DOORCHECK INC. LOCKS/LOCKSMITH SRVS 266.40

4500010526 284.64

4500010526 1 3/21/2019 100318 NEW PIG CORP 1ST AID & SAFETY EQP 284.64

4500010528 196.56

4500010528 1 3/21/2019 100501 W.B. MASON CO. INC COOLERS/BTL WATER 196.56

4500010532 94.32

4500010532 1 3/21/2019 100428 SOUTH JERSEY WELDING SUPPLY CO WELDING EQP & SUPP 94.32

4500010533 444.00

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4500010533 1 3/21/2019 100342 PENDERGAST SAFETY EQUIPMENT CO 1ST AID & SAFETY EQP 132.00

4500010533 2 3/21/2019 100342 PENDERGAST SAFETY EQUIPMENT CO 1ST AID & SAFETY EQP 312.00

4500010536 752.50

4500010536 1 3/22/2019 100735 ARBILL INDUSTRIES INC 1ST AID & SAFETY EQP 752.50

4500010537 2,585.50

4500010537 1 3/22/2019 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 991.60

4500010537 2 3/22/2019 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 1,593.90

4500010538 3,147.22

4500010538 1 3/22/2019 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 335.10

4500010538 2 3/22/2019 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 2,253.12

4500010538 3 3/22/2019 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 559.00

4500010539 1,048.24

4500010539 1 3/22/2019 100103 CL PRESSER CO HARDWARE & RELATED 179.46

4500010539 2 3/22/2019 100103 CL PRESSER CO HARDWARE & RELATED 868.78

4500010541 529.80

4500010541 1 3/22/2019 101539 MASTER BOLT & MFG, INC. BLDGS/GRNDS- MAINT. 529.80

4500010542 1,167.00

4500010542 1 3/22/2019 102410 EDCO AWARDS & SPECIALTIES AD/PROMO ITEMS 1,167.00

4500010543 2,095.00

4500010543 1 3/22/2019 100129 DEBI DETWILER ASSOCIATES LLC AD/PROMO ITEMS 1,725.00

4500010543 2 3/22/2019 100129 DEBI DETWILER ASSOCIATES LLC AD/PROMO ITEMS 55.00

4500010543 3 3/22/2019 100129 DEBI DETWILER ASSOCIATES LLC AD/PROMO ITEMS 315.00

4500010545 5,875.00

4500010545 1 3/22/2019 100129 DEBI DETWILER ASSOCIATES LLC CLOTHING UNIFORM 5,500.00

4500010545 2 3/22/2019 100129 DEBI DETWILER ASSOCIATES LLC CLOTHING UNIFORM 375.00

4500010546 1,378.46

4500010546 1 3/22/2019 100897 GLOBAL EQUIPMENT CO. OFFICE EQUIPMENT 288.96

4500010546 2 3/22/2019 100897 GLOBAL EQUIPMENT CO. OFFICE EQUIPMENT 529.41

4500010546 3 3/22/2019 100897 GLOBAL EQUIPMENT CO. OFFICE EQUIPMENT 148.23

4500010546 4 3/22/2019 100897 GLOBAL EQUIPMENT CO. OFFICE EQUIPMENT 45.20

4500010546 5 3/22/2019 100897 GLOBAL EQUIPMENT CO. OFFICE EQUIPMENT 366.66

4500010547 1,260.00

4500010547 1 3/22/2019 100191 GKY INDUSTRIES BLDGS/GRNDS- MAINT. 693.00

4500010547 2 3/22/2019 100191 GKY INDUSTRIES BLDGS/GRNDS- MAINT. 567.00

4500010548 1,274.28

4500010548 1 3/22/2019 102394 BBE PROMOTIONS CLOTHING UNIFORM 956.34

4500010548 2 3/22/2019 102394 BBE PROMOTIONS CLOTHING UNIFORM 166.50

4500010548 3 3/22/2019 102394 BBE PROMOTIONS CLOTHING UNIFORM 118.02

4500010548 4 3/22/2019 102394 BBE PROMOTIONS CLOTHING UNIFORM 33.42

4500010549 8,125.96

4500010549 1 3/22/2019 100712 EDWARD KURTH & SONS INC STEAM&HOT WTR BOILER 4,995.00

4500010549 2 3/22/2019 100712 EDWARD KURTH & SONS INC HVAC 3,130.96

4500010550 2,529.12

4500010550 1 3/22/2019 100808 COLONIAL ELECTRIC SUPPLY CO.,INC. NON ELECTRON-CBL/WRE 2,529.12

4500010551 52.00

4500010551 1 3/22/2019 101489 AALL AMERICAN FASTENERS FASTENERS 5.00

4500010551 2 3/22/2019 101489 AALL AMERICAN FASTENERS FASTENERS 12.00

4500010551 3 3/22/2019 101489 AALL AMERICAN FASTENERS FASTENERS 10.00

4500010551 4 3/22/2019 101489 AALL AMERICAN FASTENERS FASTENERS 6.00

4500010551 5 3/22/2019 101489 AALL AMERICAN FASTENERS FASTENERS 9.00

4500010551 6 3/22/2019 101489 AALL AMERICAN FASTENERS FASTENERS 10.00

4500010553 459.00

4500010553 1 3/22/2019 101298 G A BLANCO & SONS INC. FURNITURE 459.00

4500010554 1,567.55

4500010554 1 3/22/2019 101424 FUCHS LUBRICANTS CO FUEL/OIL/GREASE 1,567.55

4500010555 1,640.00

4500010555 1 3/25/2019 100129 DEBI DETWILER ASSOCIATES LLC AD/PROMO ITEMS 1,580.00

4500010555 2 3/25/2019 100129 DEBI DETWILER ASSOCIATES LLC AD/PROMO ITEMS 60.00

4500010557 5,000.00

4500010557 1 3/25/2019 100951 KAESER COMPRESSORS STEAM&HOT WTR BOILER 5,000.00

4500010558 267.84

4500010558 1 3/25/2019 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 267.84

4500010563 600.00

4500010563 1 3/25/2019 100105 CLEAN VENTURE, INC. BARREL/DRUM/CONTAIN. 600.00

4500010565 360.00

4500010565 1 3/26/2019 100105 CLEAN VENTURE, INC. BARREL/DRUM/CONTAIN. 360.00

4500010567 3,539.25

4500010567 1 3/26/2019 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 3,539.25

4500010569 6,187.64

4500010569 1 3/26/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC COMP HW/PERIPH-MICRO 292.18

4500010569 2 3/26/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC COMP HW/PERIPH-MICRO 944.00

4500010569 3 3/26/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC COMP HW/PERIPH-MICRO 1,528.00

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PATCO Monthly List of Previously Approved Purchase Order Contracts - March 2019

4500010569 4 3/26/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC COMP HW/PERIPH-MICRO 2,809.76

4500010569 5 3/26/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC COMP HW/PERIPH-MICRO 36.26

4500010569 6 3/26/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC COMP HW/PERIPH-MICRO 198.40

4500010569 7 3/26/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC COMP HW/PERIPH-MICRO 49.44

4500010569 8 3/26/2019 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC COMP HW/PERIPH-MICRO 329.60

4500010570 418.35

4500010570 1 3/26/2019 100644 FRANKLIN - GRIFFITH, LLC 1ST AID & SAFETY EQP 288.35

4500010570 2 3/26/2019 100644 FRANKLIN - GRIFFITH, LLC ELECTRON COMPON/PRTS 130.00

4500010571 10,839.28

4500010571 1 3/27/2019 100651 WILLIAMS SCOTSMAN INC. RENT/LEASE-OFFICE 10,507.20

4500010571 2 3/27/2019 100651 WILLIAMS SCOTSMAN INC. RENT/LEASE-OFFICE 332.08

4500010581 20,000.00

4500010581 1 3/27/2019 100446 T. SLACK ENVIRONMENTAL SERVICES TANKS 2,000.00

4500010581 2 3/27/2019 100446 T. SLACK ENVIRONMENTAL SERVICES TANKS 1,800.00

4500010581 3 3/27/2019 100446 T. SLACK ENVIRONMENTAL SERVICES TANKS 15,570.00

4500010581 4 3/27/2019 100446 T. SLACK ENVIRONMENTAL SERVICES TANKS 130.00

4500010581 5 3/27/2019 100446 T. SLACK ENVIRONMENTAL SERVICES TANKS 500.00

4500010597 109.50

4500010597 1 3/29/2019 101489 AALL AMERICAN FASTENERS FASTENERS 31.00

4500010597 2 3/29/2019 101489 AALL AMERICAN FASTENERS FASTENERS 52.00

4500010597 3 3/29/2019 101489 AALL AMERICAN FASTENERS FASTENERS 15.00

4500010597 4 3/29/2019 101489 AALL AMERICAN FASTENERS FASTENERS 11.50

4500010598 757.30

4500010598 1 3/29/2019 100951 KAESER COMPRESSORS TRK&RHT OF WAY MAINT 454.10

4500010598 2 3/29/2019 100951 KAESER COMPRESSORS TRK&RHT OF WAY MAINT 303.20

4500010599 998.75

4500010599 1 3/29/2019 100698 MONARCH BRANDS RAGS, SHOP TOWELS 998.75

4500010600 318.00

4500010600 1 3/29/2019 100342 PENDERGAST SAFETY EQUIPMENT CO 1ST AID & SAFETY EQP 318.00

4500010601 333.75

4500010601 1 3/29/2019 101330 SHALLCROSS BOLT AND SPECIALTIES CO. FASTENERS 7.00

4500010601 2 3/29/2019 101330 SHALLCROSS BOLT AND SPECIALTIES CO. FASTENERS 7.50

4500010601 3 3/29/2019 101330 SHALLCROSS BOLT AND SPECIALTIES CO. FASTENERS 228.00

4500010601 4 3/29/2019 101330 SHALLCROSS BOLT AND SPECIALTIES CO. FASTENERS 73.75

4500010601 5 3/29/2019 101330 SHALLCROSS BOLT AND SPECIALTIES CO. FASTENERS 17.50

4500010606 1,130.61

4500010606 1 3/29/2019 100897 GLOBAL EQUIPMENT CO. OFFICE SUPPLIES 1,007.56

4500010606 2 3/29/2019 100897 GLOBAL EQUIPMENT CO. OFFICE SUPPLIES 123.05

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OPERATIONS & MAINTENANCE

COMMITTEE

Page 269: DELAWARE RIVER PORT AUTHORITY

Refer to Operations and

Maintenance Minutes

in the DRPA Board Packet

Page 270: DELAWARE RIVER PORT AUTHORITY

SUMMARY STATEMENT

ITEM NO.: PATCO-19-012 SUBJECT: Biannual UltrasonicTesting and Analysis of Rails

COMMITTEE: Operations and Maintenance

COMMITTEE MEETING DATE: April 2, 2019

BOARD ACTION DATE: April 17, 2019

PROPOSAL: That the Board authorizes staff to negotiate a five (5) year contractwith Herzog Services, Inc. to perform biannual testing and analysis ofPATCO’s rail track.

Amount: FY 2019 $35,872.25FY 2020 $36,589.70FY 2021 $37,321.49FY 2022 $38,067.92FY 2023 $38,829.28

Total 5 Year Contract: $186,680.64

Firm: Herzog Services, Inc.St. Joseph, MO

PURPOSE: To perform ultrasonic testing and analysis of PATCO’s rails in trackto detect, analyze and locate rail flaws and defects.

BACKGROUND: Over time, rails can develop discontinuities originating from either amanufacturing defect or from in-service use. Ultrasonic testing useshigh frequency, directional sound waves to scan the rails for potentialrail defects, fractures, engine burn fractures, horizontal and verticalsplits in rail heads, rail joint defects, defective welds, split welds, andhead and web separations and is used as a preventive measure againsttrack failures and possible derailment. Ultrasonic testing of PATCO’sapproximate 29 miles of rail is to be completed biannually to ensurethe rails’ integrity and detect internal flaws before the rail fails.

On November 28, 2018, a Request for Proposal was publiclyadvertised on the DRPA website. One proposal was received. Areview team evaluated the proposal for completeness, qualifications ofthe firm, understanding of scope and cost proposal. The review teamfound Herzog Services, Inc.’s proposal to be responsive, fair andreasonable.

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SUMMARY STATEMENT -- 2 - Biannual Ultrasonic Testing andO & M 4/2/2019 Analysis of Rails

Staff recommends that a five (5) year contract be negotiated withHerzog Services, Inc. at a not-to-exceed cost of $186,860.64.

SUMMARY: Amount: $186,860.64Source of Funds: General FundCapital Project #: N/AOperating Budget: PATCO Way & Power Budget –

Contractual Services –Commitment #710110

Master Plan Status: N/AOther Fund Sources: N/ADuration of Contract: 5 yearsOther Parties Involved: N/A

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PATCO-19-012Operations & Maintenance: April 2, 2019

Board: April 17, 2019Biannual Ultrasonic Testing and Analysis of Rails

RESOLUTION

RESOLVED: That the Board of Commissioners of the Port Authority TransitCorporation authorizes staff to negotiate a five (5) year contract withHerzog Services, Inc. to provide biannual ultrasonic testing andanalysis of rails in an amount not to exceed $186,860.64; and be itfurther

RESOLVED The Chair, Vice Chair and the President must approve and arehereby authorized to approve and execute all necessary agreements,contracts, or other documents on behalf of PATCO. If suchagreements, contracts, or other documents have been approved by theChair, Vice Chair and President and if thereafter either the Chair orVice Chair is absent or unavailable, the remaining Officer mayexecute the said document(s) on behalf of PATCO along with thePresident. If both the Chair and Vice Chair are absent orunavailable, and if it is necessary to execute the said document(s)while they are absent or unavailable, then the President shall executesuch documents on behalf of PATCO.

SUMMARY: Amount: $186,860.64Source of Funds: General FundCapital Project #: N/AOperating Budget: PATCO Way & Power Budget –

Contractual Services –Commitment #710110

Master Plan Status: N/AOther Fund Sources: N/ADuration of Contract: 5 yearsOther Parties Involved: N/A