DELAWARE RIVER PORT AUTHORITY & PORT AUTHORITY TRANSIT CORP. March 19, 2014 Board Meeting

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1 DELAWARE RIVER PORT AUTHORITY & PORT AUTHORITY TRANSIT CORP. March 19, 2014 Board Meeting Wednesday, March 19, 2014 One Port Center Board Room Camden, NJ 9:00 a.m. John Hanson, Interim Chief Executive Officer

2 DRPA BOARD

3 DELAWARE RIVER PORT AUTHORITY BOARD MEETING Wednesday, March 19, 2014 ORDER OF BUSINESS 1. Roll Call 2. Swearing in of New Commissioner 3. Nomination and Vote of Board Chair 4. Executive Session 5. Report of the CEO 6. Report of the CFO Key Performance Indicators 7. Approval of February 19, 2014 Board Meeting Minutes 8. Monthly List of Payments Covering Month of February Monthly List of Purchase Orders and Contracts 10. Approval of Audit Committee Minutes of February 19, Approval of Operations & Maintenance Committee Minutes of March 5, Adopt Resolutions Approved by Operations & Maintenance Committee of March 5, 2014 DRPA DRPA Engineering Services for Remedial Investigation for New Jersey Sites Contract No. WW , Walt Whitman Bridge Boiler Replacement DRPA Federal Transit Administration Section 5307/5340 Grant Application DRPA DRPA DRPA Federal Transit Administration Section 5337 Grant Application (formerly 5309) PARTSWG Contract Intelligence Analyst Resolution And Contract Extension Delaware Avenue Extension Project Right of Entry And Indemnification Agreement

4 DRPA DRPA Additional Hours Loss Control and Safety Service Hours to be Provided by Aon Auto Parts Contract for DRPA and PATCO 13. Approval of Finance Committee Minutes of February 18, 2014 and March 5, Adopt Resolutions Approved by Finance Committee of March 5, 2014 DRPA DRPA Storage and Backup Upgrades Hewlett-Packard Maintenance Agreement DRPA RiverLink Ferry Approval of Labor Committee Minutes of March 12, Unfinished Business 17. New Business DRPA DRPA DRPA DRPA DRPA DRPA Consideration of Pending DRPA Contracts (Between $25,000 and $100,000) Appointment of Chief Executive Officer Agreement for Use of DRPA Property Amendment of the By-Laws (1 st Posting) Audio and Transcription Services Interim Collective Bargaining Contracts Extension 18. Citizens Advisory Committee Report 19. Public Comment 20. Adjournment

5 CEO REPORT

6 Report of the Acting Chief Executive Officer March 2014 Delaware River Port Authority of Pennsylvania and New Jersey One Port Center 2 Riverside Drive Camden, NJ March 19, 2014 To the Commissioners: The following is a summary of recent DRPA activities. I have attached the appropriate reports. Bridge and Finance We are still considering concepts for a proposed bicycle and pedestrian ramp on the south side of the Benjamin Franklin Bridge. Our design consultant completed and submitted a technical investigation of several options for a single, straight ramp. For Bridge and Traffic Highlights, see Attachment 1 PATCO Track rehabilitation work on the Benjamin Franklin Bridge has been delayed by snow and consequent adjustments to the construction schedule, but we expect work to resume apace as milder weather approaches.

7 Report of the Acting Chief Executive Officer, March 2014 We are working to revise the construction schedule in a manner that would minimize PATCO passenger inconvenience while still allowing us to meet project timetables and obligations to contractors. We will update the board and the public when we complete final construction and train schedules. The up escalator at Woodcrest Station returned to service on March 4. Our contractors, principally SEPTA, are working to return all of PATCO s elevators and escalators to sustained service. The Lindenwold Station escalator is scheduled to return to service by next month. The eastbound escalator at Woodcrest Station and the escalator at 12 th /13 th & Locust Street Station are scheduled for replacement by mid-summer. PATCO s new 800MHz radio system is on-the-air. Minor modifications are being made to the system as needed, but it is operating. For PATCO Ridership and Financial Information, see the General Manager s Report in the PATCO section For a list of Bridge and Finance actions, see Attachment 1 For a list of Personnel Actions, see Attachment 2 For a list of Contracts and Purchases, see Attachment 3 For a list of Risk Management & Safety Actions, see Attachment 4 For the Affirmative Action Report, see Attachment 5 Respectfully Submitted, John T. Hanson Acting Chief Executive Officer, Delaware River Port Authority

8 REPORT OF THE CHIEF EXECUTIVE OFFICER MARCH 19, 2014 ATTACHMENT 1 BRIDGE AND FINANCE

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12 ATTACHMENT 1 FINANCE REVENUE AUDIT Reported traffic and revenue for all four DRPA bridges for the month of January: Cash Revenue $7,537, $6,761, ETC Revenue $15,197, $14,723, Total Revenue $22,734, $21,485, Non ETC Traffic 1,375,240 1,239,128 ETC Traffic 2,292,526 2,199,923 Total Traffic 3,667,766 3,439,051

13 REPORT OF THE CHIEF EXECUTIVE OFFICER MARCH 19, 2014 ATTACHMENT 2 PERSONNEL ACTIONS

14 DELAWARE RIVER PORT AUTHORITY ACTIONS OF THE CHIEF EXECUTIVE OFFICER COMMISSION MEETING MARCH 19, 2014 ARTICLE XII-A ATTACHMENT 2 PERSONNEL ************************************************************************************************************************* TEMPORARY APPOINTMENTS Lawrence F. Gasperone, Jr. APPOINTMENTS Carlton W. Hewitt, Jr. John W. Harland Daniel F. Mackley Gustav M. Perry, Jr. Justin M. Reader Temporary No Benefits Finance Division Revenue Audit (OPC) C&M Mechanic Operations Division Construction & Maintenance (BRB) Police Officer Public Safety Division Public Safety - Administration (BFB) Police Officer Public Safety Division Public Safety - Administration (BFB) Police Officer Public Safety Division Public Safety - Administration (BFB) Police Officer Public Safety Division Public Safety - Administration (BFB) Eff: 02/04/14 to 08/01/14 Eff: 02/10/14 Eff: 02/28/14 Eff: 02/28/14 Eff: 02/28/14 Eff: 02/28/14 TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION Mark A. Gallo From: Construction & Maintenance Mechanic Operations Division Construction & Maintenance (BFB) To: Acting Highway Foreman Operations Division Construction & Maintenance (BFB) Eff: 02/08/14 to 04/04/14

15 Actions of the Chief Executive Officer Commission Meeting of 03/19/2014 Page 2 of 3 TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION (continued) John T. Hanson James M. White, Jr. PROMOTIONS James P. Keefer Emerson B. Lewis Sean P. Longfellow Artemio Santiago From: Chief Financial Officer Finance Division Office of the Chief Financial Officer (OPC) From: Director, Finance Finance Division Finance Director s Office (OPC) From: Corporal of Police Public Safety Division Public Safety (WWB) From: Police Officer Public Safety Division Public Safety (Transit Unit) From: Police Officer Public Safety Division Public Safety (WWB) From: Corporal of Police Public Safety Division Public Safety (BFB) To: Acting Chief Executive Officer Executive Division Office of the Chief Executive Officer (OPC) Eff: 02/17/14 to 03/17/14 To: Acting Chief Financial Officer Finance Division Office of the Chief Financial Officer (OPC) Eff: 02/17/14 to 03/21/14 To: Sergeant of Police Public Safety Division Public Safety (BRB) Eff: 02/01/14 To: Corporal of Police Public Safety Division Public Safety (WWB) Eff: 02/01/14 To: Corporal of Police Public Safety Division Public Safety (WWB) Eff: 02/01/14 To: Sergeant of Police Public Safety Division Public Safety (BRB) Eff: 02/01/14 INTERAGENCY PROMOTION to PATCO - from DRPA - None INTERAGENCY TRANSFERS to PATCO - from DRPA - None INTERAGENCY TRANSFERS to DRPA - from PATCO - None TRANSFERS - DEPARTMENTAL- None

16 Actions of the Chief Executive Officer Commission Meeting of 03/19/2014 Page 3 of 3 RETIREMENTS Kathleen L. Coyle Haas Laurie B. Novick Miles W. Lederer RESIGNATIONS- None DECEASED- None EEO Specialist Administration Division Business Development & EO (OPC) Insurance Administrator Administration Division Benefits Administration (OPC) Toll Collector Operations Division Bridge/Toll (BRB) Eff: 02/03/14 Eff: 02/07/14 Eff: 02/21/14

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20 REPORT OF THE CHIEF EXECUTIVE OFFICER MARCH 19, 2014 ATTACHMENT 3 CONTRACTS AND PURCHASES

21 ACTIONS OF THE CHIEF EXECUTIVE OFFICER ARTICLE XII-C ATTACHMENT 3 CONTRACTS AND PURCHASES Re: Article XII-C, Section 1 (a) Purchase Order P14P0060, Lacal Equipment Co. Jackson Center, OH. Purchase Contract for Fifty Three (53) Henke Mushroom Shoes, 11 & Eight (8) Henke Mushroom Complete Assembly Kits. Contract Value: $15, (Low Bid of 2). Purchase Order P14L0005, Transpo Industries, Inc. New Rochelle, NY. Purchase Contract for Various Replacement Parts for the Quad Gard System in the WWB Toll Lanes. Contract Value: $16, (Sole Source). Purchase Order P14L0008, Economic Analysis Group, LTD. Washington. DC. Purchase Contract for Twenty Four (24) Licenses for the Case Track Matter Management Software. Contract Value: $11, (Sole Source). Purchase Order P14S0033, Tactical Public Safety. West Berlin, NJ. Purchase Contract for Radio Accessories, Including: Fifty One (51) Batteries, Speaker Microphones & Leather Cases with Belt Loops & Fifteen (15) Chargers. Contract Value: $12, (State Contract). Purchase Order P14S0023, Schneider Electric. Horsham, PA. Purchase Contract for Replacement Equipment for the Stentofon Call Boxes, Boards, Face Plates, Housing & Subscriber Units. Contract Value: $11, (State Contract). Purchase Order P14P0071, Reading Equipment. Philadelphia, PA. Purchase Contract for a Vanair Air-N-Arc Mobile Power System. Contract Value: $11, (Low Bid of 4). Purchase Order P14L0009, Transcore. Easton, PA. Purchase Contract for Labor to Reconfigure Lanes Eight (8) & Twelve (12) at the Walt Whitman Bridge. Contract Value: $16, (Sole Source). Re: Article XII-C, Section 1 (b) None Re: Article XII-C, Section 8 (Emergency) None Re: Article XII-C, Section 5 Authorized payments for Contracts and Engineers for the Bridges and PATCO Systems As follows: (see accompanying Schedule 1) Contracts and Engineers: $5,277, March 19,

22 2014 CAPITAL BUDGET SUBSTITUTION OF PROJECTS 2014 Capital Budget Realignment of Funds From Schedule T: Technology Projects & Equipment Miscellaneous Hardware and Software T14000 to Schedule T: Technology Projects & Equipment PennDot Video Sharing T This Funding Will be Used to Purchase Equipment to Facilitate Sharing of Video Feed with Penndot. Budget Amount: $13, Capital Budget Realignment of Funds From Schedule T: Technology Projects & Equipment Data Center Server Upgrades T14001 to Technology Storage and Backup Upgrades TE1403. This Funding Will be Used to Provide Additional Funding Needed to Complete the Upgrades. Budget Amount: $35, March 19,

23 ARTICLE XII-C, SECTION 5 SUMMARY OF AUTHORIZED CONTRACT AND ENGINEERING PAYMENTS BRIDGES AND PATCO SYSTEM March 19, 2014 SCHEDULE 1 Contract Completed Work (Billed) Retained Prior Invoice Resolution # Contract/Engineer Amount Percent Amount Amount Payments No. Amount American Bridge Company (DRPA ) WWB Suspension & Anchorage Spans Deck Replacement $ 128,085, % $ 126,156, $ 4,669, $ 121,029, $ 457, (DRPA ) WWB Anchorage Dehumidification 3,249, % 643, , , , (DRPA ) Schneider Electric (DRPA ) BFB Pedestrian Walkway Cameras 362, % 202, , , (PATCO ) PATCO Wayside Communications 261, % 140, , , HNTB Corporation (DRPA ) BFB PATCO Track Rehabilitation - C.M.S. for Contract No. 21-E 7,681, % 1,402, , ,126, , (DRPA ) PATCO Lindenwold Yard Track Rehabilitation - Design Services 3,090, % 2,992, , ,727, , (DRPA ) BFB Structural Improvements 499, % 423, , , , Ammann & Whitney (DRPA ) WWB Anchorage Dehumidification Project 576, % 562, , , , Urban Engineers, Inc. (DRPA ) C.M.S. WWB Suspension & Anchorage Spans Deck Replacement 11,688, % 7,923, , ,191, , Jacobs Engineering Group, Inc. (DRPA ) PMA304 Development of PMP Transit Car Overhaul 85, % 74, , &16 7, (DRPA ) PM A307 Program Management Radio Systems Assessment 110, % 105, , , (DRPA ) PM A308 Services for the Development of FCC Narrow banding 61, % 54, , , (DRPA ) PMA309 PM Services for Facility Drawing, Admin. & Cataloging , % 37, , (DRPA ) PMA310 On-Call PM & Engineering Services for Capital 92, % 10, &2 10, (DRPA ) PMA312 Technical Support During DRPA-PATCO Tunnels Fire/Life Safety Study 78, % 10, , &5 2, (DRPA ) PMA311 Development of RFB for DRPA & PATCO Wayside Wi-Fi System 55, % 45, , , (DRPA ) PMA314 BFB Walkway Column Pedestal Evaluation 26, % 18, &2 18, (DRPA ) Task Order # TT4308 C. M. for PATCO 800 MHX Radio System Upgrade 48, % 13, , (DRPA ) Task Order # TT4309 Consultant Services for CBB Roof Replacement 73, % 22, &2 22, (DRPA ) Task Order # EM3218 Front & Locust Cable Replacement 57, % 55, , (DRPA ) Task Order # TT4306 PATCO Emergency Generator Design 92, % 50, , , (DRPA ) Evaluate & Provide Repair & Manufacture Procedures for PATCO Cars 65, % 36, , Hatch Mott MacDonald (DRPA ) Task Order # EG4411 Sixth Floor IS Reconfiguration 34, % 19, , , Pennoni Associates (DRPA ) PATCO Outbound Study 1,640, % 198, , , , STV Inc. (DRPA ) Task Order # TT4305 Traffic Sign Inventory & Retro Reflectivity Measurement 72, % 44, , , (DRPA ) PATCO Ventilation Vaults Repairs - Phase 1 176, % 158, , , &6 57, Burns Engineering, Inc. (DRPA ) Task Order # EM4212 WWB, BRB, CBB Facilities Arc Flash Studies 78, % 64, , , (DRPA ) Task Order # EM4216 BFB Administration Building Backup Generator 34, % 8, , , (DRPA ) Task Order # EM4217 Replace CBB 4160V/480V Main Span Conduit & Cable 99, % 24, , , J.P.C. Group, Inc. (DRPA ) PATCO Ventilation Vaults Repairs - Phase 1 1,957, % 1,791, , ,529, ,

24 ARTICLE XII-C, SECTION 5 SUMMARY OF AUTHORIZED CONTRACT AND ENGINEERING PAYMENTS BRIDGES AND PATCO SYSTEM March 19, 2014 Contract Completed Work (Billed) Retained Prior Invoice Resolution # Contract/Engineer Amount Percent Amount Amount Payments No. Amount McMullen Roofing, Inc. (DRPA ) CBB Roof Replacements 275, % 93, , &2 78, LTK Engineering Services (DRPA ) PATCO Transit Car Overhaul Services Agreement 8,331, % 7,653, , ,283, , AECOM (formerly DMJM & Harris, Inc.) (DRPA ) PATCO Right of Way Embankment - Phase 5 610, % 324, , , , (DRPA ) PMA106 For Project Tracking & Scheduling Services 92, % 21, , (DRPA ) PMA111 PATCO Car Overhaul Support Services 68, % 35, , , (DRPA ) PMA110 for Admiral Wilson Boulevard Properties 97, % 78, , Remington & Vernick Engineers, Inc. (DRPA ) Task Order # EM4211 WWB Dehumidification Chamber Construction, Admin. & Part Time Inspection 97, % 37, , , (DRPA ) Task Order # EM4213 OPC Condenser Water Heat Exchanger Replacement Project 29, % 15, , , (DRPA ) Task Order # EM4214 WWB Boiler Replacement Project 32, % 22, , SunGard Recovery Services (DRPA ) System Disaster Recovery Services 04/01/ /31/ , % 127, , , Interstate Mobile Care (DRPA ) DOT CDL & FTA Physicals 155, % 129, , , (DRPA ) DOT CDL & FTA Physicals 84, % 49, , LAZ Parking (DRPA ) Temporary Toll Collectors 2,826, % 272, , VARIOUS 64, TranSystems (DRPA ) PATCO Biennial Inspection Repairs 126, % 86, , , , Benefit Harbor, LP (DRPA ) Benefits Consulting Services 188, % 132, , &4469 5, Railroad Construction/Railroad Construction Co. of SJ, Inc. (DRPA ) PATCO Lindenwold Yard Diamond Rehabilitation 2,501, % 2,478, , ,994, , Railroad/Iron Bridge - A Joint Venture (DRPA ) Benjamin Franklin Bridge PATCO Track Rehabilitation 102,800, % 6,727, , ,080, ,878, Watts Window Cleaning & Janitorial Co. (DRPA ) Custodial Services 777, % 61, , , Canon Financial Services, Inc. (DRPA ) Canon Copier Equipment - Lease Payment 382, % 146, , , (DRPA ) Canon Copier Equipment - Uniform Software Payment 73, % 29, , , Grant Thornton LLP (DRPA ) ERP Consulting Services 1,355, % 339, , VARIOUS 124, Total Contract and Engineer Payments $ 5,175,

25 ATTACHMENT 3 MONTHLY REPORT GENERAL PROCUREMENT ACTIVITY During the month of February there were 65 Purchase Orders awarded totaling $277, Approximately 47.5% or $131, of the monthly dollar total was made available to MBE and WBE s, representing 38.5% or 25 of the monthly total number of Purchase Orders. Of the total monthly procurement available to MBE s and WBE s, approximately 17.5% or $23, was awarded to MBE s and approximately.7% or $ was awarded to WBE s. Of the total number of Purchase Orders available to MBE s and WBE s, approximately 36% or 9 Purchase Orders were awarded to MBE s and approximately 4% or 1 Purchase Order was awarded to WBE s. Page 1

26 REPORT OF THE CHIEF EXECUTIVE OFFICER MARCH 19, 2014 ATTACHMENT 4 RISK MANAGEMENT & SAFETY

27 DELAWARE RIVER PORT AUTHORITY INTEROFFICE COMMUNICATION To: From: Subject: Toni P. Brown, Chief Administrative Officer Marianne Staszewski, Director Risk Management & Safety Risk Management & Safety February Activity Report The DRPA Risk Management & Safety Staff were in attendance for the following meetings for the month of February. DATE Contractor Meetings Attended By Risk Management & Safety CONTRACTOR DRPA CONTRACT NO. PROJECT/WORK AREA 2/3 American Bridge WW Project meeting - WWB Dehumidification Project Pre-Construction Meeting - BFB 4th Street Garage / 2/4 Jupiter BF (R) Lead Abatement and Stabilization Project 2/4, 2/18 HNTB BF-21-E Progress meeting - BFB PATCO Track Rehab 2/20 McMullen CB Progress meeting- CBB Roof Replacements Chammings OPC 6th Floor Data Center Emergency Power System 2/25 Electric G Project Pre-Construction Meeting DATE Safety Meetings Attended By Safety Specialists * attended by Director of Risk Management 2/6 * Quarterly Divisional Staff Meeting NAME OF MEETING 2/11 * Monthly Incident Accident Investigation Committee Meeting Meeting with DRPA Engineering regarding PennDot proposal to modify the 2/12 * interchange between I95 and the BRB 2/12 * Monthly Risk Management & Safety staff meeting with the CAO 2/19, 2/13 Bi-weekly conference call with C&M Supervisors & Fleet Managers 2/19 Rules & Procedures Safety Subcommittee Meeting 2/19 * Monthly Bridge Director meeting with Risk Management & Safety & Fleet Management 2/21 Labor / Management BFB 2/25 Workplace Safety meeting at the BRB 2/26 Central Safety & Health Meeting Meeting with Purchasing and Contract Administration regarding vendor selection 2/27 process for safety training 2/27 Environmental Coordination Meeting 2/18, 2/24, 2/27 * Staff meeting with Safety Specialists & Director of Risk Management 1

28 Risk Management Meetings Attended By Risk Management 2/3, 2/10, 2/18 Weekly conference call with AIG claim representatives regarding OCIP claims 2/4, 2/25 Weekly Risk Management Staff Meetings with CAO 2/10 Meeting with Allen Sullivan, Mark Zitzler and Darcie Beaumont regarding OCIP Accrual Review 2/18, 2/25 Weekly safety conference call for PATCO project Wayside Communications Project The DRPA Risk Management & Safety Staff were involved in the following training activities for the month of February. Training Coordinated or Conducted by DRPA Safety - * Attended By Risk Management & Safety DATE 2/21 TYPE OF TRAINING Lock Out / Tag Out Safety training conducted by AIG Insurance Company at the BFB, BRB, CBB and WWB 2/10 New Hire Orientation - 1 C&M Mechanic 2/28 New Hire Orientation 4 Police Officers The DRPA Risk Management & Safety Staff were involved in the following activities for the month of February. The Safety staff conducted day time and night time random drug & alcohol testing on both Public Safety personnel (under policy 147A) and Construction & Maintenance personnel (under policy 147B). Safety Specialists reviewed various Health and Safety plans from contractors who were awarded construction and/or design projects during the month of February. Safety Specialists reviewed and commented on various engineering Technical and Special Provisions documents for future DRPA projects. Safety Specialist conducted various site safety visits and inspections at DRPA Non-OCIP construction projects at the four bridges. Risk Management reviewed and recommended the inclusion of proper insurance requirements on various Requests for Bids from the Purchasing Department, Request for Proposals from the Engineering Department, Finance Department and third party contracts for the Legal Department. Safety Specialist updated the Risk Management & Safety e.net page with the monthly safety tip for February; February is American Heart Month. 2

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36 CONSULTATIVE AND DELIBERATIVE WORKPAPERS DRPA Unaudited Financial Summary - March 2014 Finance Committee Meeting Total DRPA Traffic/PATCO Ridership and Revenue YEAR-TO-YEAR COMPARISON 2013 YTD thru 12/31/ Actual 2013 Actual Year-to-Year Change % Change DRPA Traffic 48,079,541 47,879,736 (199,805) -0.42% DRPA Toll Revenues $ 292,809,541 $ 293,862,804 $ 1,053, % Average Toll $ $ $ % Note: 2012 had an extra day in February. Impact of Hurricane Sandy in October YTD thru 1/31/ Actual 2014 Actual Year-to-Year Change % Change PATCO Ridership 903, ,486 (84,258) -9.32% PATCO Revenues $ 2,326,625 $ 2,132,289 (194,336) -8.35% Average Fare $ $ $ (0.0111) -0.46% BUDGET VS. ACTUAL 2013 YTD thru 12/31/ Budget 2013 YTD Actuals (Under) / Over Budget % Under/Over Budget DRPA Traffic 48,137,213 47,879,736 (257,477) -0.53% DRPA Toll Revenues $ 290,547,843 $ 293,862,804 $ 3,314, % 2014 YTD thru 1/31/ Budget 2014 YTD Actuals Over Budget % Over Budget PATCO Ridership 865, ,486 (45,625) -5.27% PATCO Revenues $ 2,218,549 $ 2,132,289 $ (86,260) -3.89% OPERATING EXPENSES: Budget vs. Estimated Actuals YTD Unaudited Actuals 2014 YTD thru 1/31/ Budget 2014 Actual (Under) Budget % Under Budget DRPA Budget $ 7,181,403 5,657,387 $ (1,524,016) % PATCO Budget $ 4,318,390 $ 3,986,006 $ (332,384) -7.70% Total $ 11,499,793 $ 9,643,393 $ (1,856,400) % PATCO Subsidy YTD Unaudited Actuals $ (2,099,841) $ (1,853,717) $ (246,124) % Total Capital Expenditures thru 2014 YTD (in millions) Funding Source 02/28/2013 Actual 02/28/2014 Actual Year-to-Year Change % Change Project Fund Drawdowns General Fund Total Capital Expenditures - Major Projects $ 10.7 $ 10.8 $ $ 6.8 $ - $ (6.8) - $ 17.5 $ 10.8 $ (6.7) % (Capital) Project Fund Balance - February 28,2014 $ million *Project fund consists of proceeds from the December 2013 revenue bond issuance. $348.8 million in net proceeds (after costs of issuance, debt reserve fund requirements and reimbursement to the General Fund (per the Board's Resolution #12-051:Reimbursement of Expenditures Resolution). $14.4 million in proceeds used to fund December 2013's through February 2014's capital expenditures. Estimated General Fund Balance - February 28, 2014 Estimated Current Balance (rev.) $ million Est. Change from previous month $ 5.8 million - increase since 1/31/14

37 CONSULTATIVE AND DELIBERATIVE WORKPAPERS DRPA Unaudited Financial Summary - March 2014 Finance Committee Meeting TOTAL DRPA BOND DEBT (in thousands of dollars) Outstanding Bond Issues 02/28/14 12/31/13 Year-to-year Change 2008 Rev. Refunding Bonds $ 287,800 $ 304,510 $ (16,710) 2010 Rev. Refunding Bonds 337, ,000 (12,745) 2010 Revenue Bonds 308, , Revenue Bonds 476, ,585 0 Total Senior (Revenue) Bonds $ 1,410,015 $ 1,439,470 (29,455) 1998A&B Port District Project Bonds A Port District Project Bonds 27,675 31,080 (3,405) 1999B Port District Project Bonds A Port District Project Bonds B Port District Project Bonds Port District Project Refunding Bonds 147, ,030 (5,790) Total Subordinated Bonds $ 174,915 $ 184,110 (9,195) Total Debt Outstanding $ 1,584,930 $ 1,623,580 (38,650) 1/1/14 maturities $ (38,650) Total Bond Debt By Type- 2/28/2014 (in thousands) Principal Outstanding % of Total Fixed Rate Bonds 959,875 $ 959, % Variable Rate Bonds 625, % Total Debt $ 1,584, % Bond Ratings (Moody's/S&P) Revenue Bonds $ 1,410, % A3 stable/ A positive S&P upgraded DRPA Revenue PDP Bonds 174, % Baa3 stable / BBB positive and PDP Bonds in Nov Total Debt $ 1,584, % Letter of Credit O/S Principal Outstanding Letter of Credit Banks Principal Outstanding Expiration Date 2008 Rev. Refunding Bonds Series A $ 287,800 Bank of America $ 136,330 7/22/16 Series B TD Bank 151,470 12/31/ Rev. Refunding Bonds Series A 337,255 Royal Bank of Canada $ 144,540 3/18/16 Series B Barclay's Bank 144,540 3/20/15 Series C Bank of New York Mellon 48,175 3/18/16 Total Variable Debt $ 625,055 $ 625,055 Update on Key 2013 Finance Plan Actions: 1. LOC restructuring for 2010 Revenue Refunding Bonds closed on March 21, New LOC providers. LOCs fees range from 0.45% to 0.70% Revenue Bond LOCs extensions were completed on June 28. Retaining TD Bank and Bank of America with fees at 0.655% to 0.70%, respectively. 3. New Bond Issue - Traffic Study completed mid-november. 4. New Bond issue - POS issued. Ratings agency (Moody's & S&P) and investor presentations completed in November. S&P Ratings increased from A- to A. 5. Bonds priced; $476.6 million issued mid-december General Fund reimbursed with new bond proceed for $101 million in capital expenditures. Total Swap Valuation - 2/28/2014 (in millions) Original Notional Current Notional Amount Amount Active Swaps MTM Value Change from 1/31/14 $811 $625 ($169.3) $0.5

38 DELAWARE RIVER PORT AUTHORITY Minutes of the February 19, 2014 Board Meeting One Port Center, 2 Riverside Drive Camden, New Jersey Wednesday, February 19, 2014, 9:00 a.m. Present PENNSYLVANIA David Simon, Esquire, Chair William Sasso, Esquire Michelle Kichline, Esquire Joann Bell (via telephone) Eugene DePasquale (via telephone) Katie Cerulli (for Robert McCord via telephone) Andrew Reilly, Esquire Walter D Alessio (via telephone) Officers and Chiefs John Hanson, Interim CEO Danielle McNichol, General Counsel and Corporate Secretary Kristen Mayock, Deputy General Counsel James White, Interim CFO Toni Brown, CAO Tim Pulte, COO Michael Conallen, Deputy CEO Mike Venuto, Chief Engineer John Rink, PATCO President & GM Thomas Raftery, Inspector General Jack Stief, Chief, Public Safety DRPA Staff Ann DuVall, Exec. Assistant to CEO Anne Kubiak, Legal Secretary Tina Leuzzi, Legal Secretary Timothy Ireland, Director, Corp. Comm. Kevin LaMarca, Director, IS Elizabeth McGee, Administrative Coordinator Bill Shanahan, Director, Gov. Relations Mark Lopez, Manager, Gov. Relations Susan Squillace, Manager, Purchasing Dawn Whiton, Administrative Coordinator Christina Maroney, Manager Special Projects Steve Reiners, Fleet Manager, WWB George Bollendorf, Lt. Public Safety Sgt. Michael Reher NEW JERSEY Jeffrey L. Nash, Esquire, Vice Chair (via telephone) Al Frattali E. Frank DiAntonio Richard Sweeney Charles Fentress Tamarisk Jones (via telephone) Denise Mason (via telephone) Rick Taylor Counsel Christopher Gibson, Esquire, Archer & Greiner, NJ Counsel Tom Ellis, Esquire, Duane Morris, PA Counsel Others Peter Simon, Esquire, NJ Gov. Authorities Unit Kathy Bruder, Esquire, Deputy Chief of Staff, Office of Governor Corbett Victoria S. Madden, Esquire (DePasquale) (via telephone) Christine Wechsler Rayer, Esquire, Deputy General Counsel, Pennsylvania Office of General Counsel Jonathan Latko (CAC) Paul Lewis, Esquire John Livingston (Jacobson) Anthony Jacoby Larry Davis (public) Leslie Smallwood-Lewis Page 1 of 15

39 The Corporate Secretary announced that pursuant to the By-Laws of this Authority, public notice of this meeting of the DRPA Board of Commissioners has been given by posting proper notice in the lobby at One Port Center, and issuing proper notice to the public and news media. Chairman Simon called the meeting to order and asked that the Corporate Secretary call the roll. The Corporate Secretary announced that there was a quorum. Chairman Simon presided. Report of the Chairman of the Board Chairman Simon stated that the search for a permanent Chief Executive Officer has commenced. The search has begun under the auspices of the Labor Committee. Chairman Reilly is conducting the process with the intent of doing everything possible to have a recommendation for candidate at the March Board meeting. In connection with our Interim CEO, we entered into an extension for Mr. Hanson to continue as Interim CEO until at least March 17, Chairman Simon thanked Mr. Hanson for continuing on as the Interim CEO. He also thanked Mr. Hanson for taking hold of the major issues and challenges that confront the Authority. We have had a number of challenges over the past several weeks and months and Mr. Hanson, to his credit, has gotten involved with each of those issues to assist in resolving them. Report of the Interim Chief Executive Officer Chairman Simon asked the CEO to give his report. Mr. Hanson said his report stands as submitted and he wanted to highlight several items. I am pleased to report that we have a retiree with us today, Anthony Jacoby. Tony has been with the DRPA for 27 years and is retiring from his position as a Police Sergeant at the Betsy Ross Bridge. We appreciate his commitment to our organization and his effort to safeguard and protect the public and the bridges. We honor his accomplishments throughout his career and wish him well in his future endeavors. Mr. Hanson continued that the Commissioners have been provided with the Program Performance Report for December 2013 for their review. Mr. Venuto can provide additional information if required. Mr. Hanson stated that he has taken emergency action in concurrence with the Chair and the Vice Chair to award the firm of Gannett Fleming, Inc. a $563, contract for design services for PATCO s circuit modification. This award will minimize cost and scheduling impacts to the PATCO car overhaul program. While this has gone through our normal procurement process, we could not delay implementation. Mr. Hanson continued that with the record amounts of snow and ice the region has endured over the past several weeks, DRPA s commitment to the stewardship of our bridges and PATCO line continues. Our crews have done an outstanding job working nearly around the clock clearing ice and snow and applying more than 100 tons of salt to all surfaces. He thanked COO Tim Pulte, Bridge Directors Dan Auletto and Val Bradford, and the crews on the bridges and at PATCO for their hard work and commitment for the safety of the public. Their winter storm action and execution has kept accidents to a minimum and our bridges open. He also thanked the Police Department, led by Chief Stief, for their assistance during this challenging weather. Page 2 of 15

40 Mr. Hanson stated that on January 18, 2014, PATCO revised its train schedule to accommodate the two year, $102.8 million dollar Ben Franklin Bridge track rehabilitation project. The new schedule introduces 30 minute periodic gaps in the rush hour train service on Friday afternoons, Monday mornings and afternoons. Mr. Hanson discussed the significance of this Capital Project and its impact on PATCO riders. He explained that the contractor is continuing to install the temporary platforms under the tracks. Cable installation is underway and deck installation is expected to start at the beginning of March. The contractor has completed removal of existing conduit and installation of new conduit under the interior grading walkway adjacent to track one east bound between the New Jersey tower and the New Jersey anchorage. Track number one outage has been in place from Friday at 10 a.m. to Monday 7 p.m. The schedule presents significant challenges for our passengers and operators. Mr. Hanson stated that one of the first things he did as Interim CEO was to schedule a meeting at PATCO the day after Martin Luther King Day. It included a multi-functional team of DRPA and PATCO employees. Christina Maroney led an exercise about the project on the bridge highlighting the continuing demand for resources. As a result of this meeting, the group has met three times a week since. Many employees have been involved including Tim Ireland, Pat McBride, John Shea, Mike Venuto, Ann DuVall, Karen Dougherty, Kathy Imperatore, Heather Still and Bill Shaw. The meetings have resulted in a number of improvements with the train operations and we have altered the schedule based on things that we have seen happening, as well as other ideas and innovations. Mr. Hanson continued that the equipment group has changed how we deploy personnel and equipment in strategic places during rush hour so that issues can be resolved quicker. The harsh winter has taken a toll on the traction motors and has added a dimension to this project that has made it very difficult on PATCO operations and more importantly, on our riders. We are working on a number of issues and are trying to get as much feedback as possible from the riders. He has spoken to many of the people who have written or called with complaints. He has been on the platform for three or more of the rush hours getting feedback. In our regular meetings we continue to try to improve what we are doing. At this moment Mr. Venuto is working with the contractor to see if we can delay the Friday afternoon work for a couple of weeks. This will allow us to work on some of the operational issues, including the feedback between PATCO operations and our customers so that we can improve communication. Mr. Conallen, Tim Ireland and he have visited Center Tower to see what opportunities are available to improve communication. We are working hard to make this process better. Mr. Hanson next addressed the PATCO car rehabilitation. He stated that all eight (8) pilot cars are at the Lindenwold shop and are undergoing qualifications testing and final acceptance. Married pair number five (5) is currently going through functional testing in New York. Married pair six (6) is currently in production and is expected to be delivered in late March. Mr. Hanson continued that the bike ramp concept study is being finalized. The design consultant has completed their investigation of additional options and has submitted their recommendation. The findings are being reviewed by DRPA staff. Mr. Hanson next asked Mr. Pulte to provide an update on the Ferry operations. Mr. Pulte stated that a pre-bid meeting was held yesterday for Ferry operations and three (3) different groups attended. Bids are due by February 28, 2014, and we are looking to start operations between May 1, 2014 and May 15, This will be a two-year management contract, with a monthly managing fee to the operator and we will collect all revenue from the Ferry. Passengers will still be able to purchase tickets online or in person. The times of operation are from 9:00 a.m. to 6:00 p.m. The schedule will change around concerts and activities on the waterfront. Page 3 of 15

41 Mr. Conallen provided an update on PATCO elevators and escalators. He stated that all of our elevators are operational. SEPTA continues to help us with all the repairs and maintenance on our elevators. We are experiencing some very positive results. As for the escalators, SEPTA has our 8 th and Market north and south escalators back in service. They required significant repairs and SEPTA did an excellent job in a timely manner. The other escalators are at Woodcrest Station. We are very pleased with the efforts to get these back up in service. The up escalator is currently under construction and will hopefully be completed by the end of the month. The gear box has been removed and will be replaced this week. Once this escalator comes back online the only escalators that will be down will be 13th Street, which is to be demolished, and the Woodcrest down escalator. The new escalator has been delivered per the schedule. By the end of the month, other than those that are scheduled for demolition, all of our escalators will be up and running. Commissioner Sasso thanked Mr. Conallen for stepping up and taking on this challenge. Mr. Conallen responded that he cannot overstate how helpful SEPTA has been in helping us get these escalators up and running. They have worked 24/7 to keep us on target. Mr. Rink stated that the KPI for the elevators for the month of January hit 98% availability. Our target of 97% is exceeding our operational percentage. If you remove the two escalators that are under construction and the three long term repairs, the nine escalators that were actually in service were at 92.4%, with a target of 90%. As Mr. Conallen mentioned, SEPTA was able to get 8 th and Market repaired and back in service. Another accomplishment by SEPTA is they repaired Ashland station and it is in service. By the end of the month twelve of the fourteen escalators will be in service and we will move forward with the two repairs. Chairman Simon inquired how is the Authority handling communication with the public about the down escalators, elevators and delays in PATCO due to construction. Mr. Rink responded that the website is updated several times a day. Center Tower is constantly checking each facility to keep track of issues. SEPTA is called immediately if repairs are needed. Chairman Simon inquired if we use text messaging. Mr. Rink responded we are currently looking at an upgrade to graphic driven elevator/escalator information on our website. We have an blast that goes out when there is information that needs to be shared. Riders can sign up on our website to receive these s. Commissioner Kichline inquired if there are signs up at different stations pointing the customer to that information. If you advertise where the commuters actually are they will be more inclined to use it. Mr. Rink replied they will look into that option. Chairman Simon inquired whether the Franklin Square station is under consideration to be reopened. He noted recent new development in the area of the station and that it was used for emergency exit purposes during a recent service outage. Mr. Venuto replied that a feasibility study was done about five to six years ago to estimate the cost to open Franklin Square station. He did not know the results of the study off hand but indicated that he will pull the study and share it with the Board. Mr. Hanson stated that the feasibility study will need to be updated and then considered in the context of our Capital Plan. He recalled that it would be an expensive proposition. Mr. Rink added that there were also significant operating costs that would be required. Chairman Simon responded that the study should be reviewed at the Finance committee and reevaluated. Page 4 of 15

42 Chairman Simon advised that there were two (2) legal matters settled this month with recommendation of the General Counsel and outside counsel approved by the Interim CEO, Chair and Vice Chair. This concluded his CEO Report. On motion duly made and seconded, the CEO s Report was approved. Report of the Interim Chief Financial Officer Mr. White stated that KPI Dashboard covers the period of January 2013 to December He noted that the DRPA books are not yet closed, in particular, actual operating expenses in relation to the 2013 budget. The DRPA bridge traffic was 0.50% under budget. The total traffic for last year was 47.9M vehicles versus 48.1M for the previous year. We have seen an upward trend in 2013 (in the sense that the decrease in traffic for 2013 is less than the decrease experienced in 2012). DRPA toll revenue is 1.1% above budget. Total revenues are $293.3M versus a budget of $290.5M. The reason for the $3.3M gap is due to the fact that the DRPA budgets for inclement weather. The impact of inclement weather on 2013 traffic and revenue, was relatively mild, which had a positive impact on actual revenues. Mr. White continued that the actual toll revenue of $1.1M was over the amount of toll revenue collected in The DRPA operating budget figure of 95.5% reflects that our actual numbers are over 5% less than budget. Operations and administrative areas are very cautious of cost control. Since the books are not closed there may be additional accruals (expenses) for The DRPA Capital Budget percentage looks low for actuals versus budget. The KPI chart includes FTA numbers. We want to reformulate this chart so that it only represents the DRPA budget versus actual for a much clearer spending trend. Mr. White continued that in 2013 there were areas where we underspent, for example, for the car rehabilitation project. In the final chart on the KPI Dashboard there is a positive trend from January 2013, when there were 49 DRPA open positions. That has improved to 32 open positions by the end of December There were 17 positions filled. The numbers reflect the fact that there has been improvement along with retirements during the year. In my opinion, we have a number of areas that are thin and positions must be filled. Commissioner Sasso inquired into how we budget for these open positions.. He asked if we budget that they will be filled or on what percentage they will be filled? Mr. White responded that we reach out to the departments and ask them when they realistically think these positions will be filled. We then phase them into the budget based on priority. Mr. Hanson added that as jobs are filled, it creates issues on the next year s budget. Mr. White continued that there has also been improvement on the Lost Time claims. In regard to PATCO ridership, it is 1.7% of budget, with 10.5M riders verses the 10.37M budgeted. If you look at year-to-date, in 2012 we had an extra day that impacted us by 30,000 riders. PATCO s actual revenues are approximately $900,000 higher than budgeted. Total revenue is a little lower versus PATCO s books for 2013 expenses are almost closed and is showing more than 5% under budget. Mr. White continued that PATCO s open positions went from 33 open positions to 24. PATCO s on time performance is 96.3%, with a goal of 98%. There was a trend from September to December where on time performance fell from 97% to about 95-96%. This was due to cars being out of service, defective equipment and weather related issues. Chairman Simon inquired regarding the On Time Performance. He Page 5 of 15

43 compared the 95.63% for December where 167 trains were annulled and 79 were late. He stated that if you then go back to earlier in the year where the number annulled and bypassed were much lower, the on time numbers were the same. How do you derive those numbers given that the other numbers that precede it are much different? Mr. Rink responded that the number indicate per late, annulled and bypassed trains. It is generated based on the incidents such as: equipment defects; lack of equipment (84 cars are needed to perform to run peak service and 26 cars were sent away for the rehabilitation); issues with our motors, cold and snow that effect the motors and loss of equipment. These factors all affect the schedule. Chairman Simon inquired how this effected the equation. Mr. Rink responded that we account for every train on the schedule. If we remove a train it affects our service. Mr. Hanson responded that I understand your question Chairman. I will look over the numbers and give you a better response at our next meeting. That concludes the report of the Chief Financial Officer. On motion duly made and seconded, the CFO s Report was approved. Chairman Simon stated he wanted to put on record two items which were presented to Vice Chairman Nash and himself on the recommendation of General Counsel and outside legal counsel. Approval of January 15, 2014 DRPA Board Meeting Minutes, Approval of January 15, 2014 DRPA Board Meeting Minutes were previously provided to all Commissioners and there were no comments. On a motion duly made and seconded, the Approval of Approval of January 15, 2014 DRPA Board Meeting Minutes were received and filed. Receipt and Filing of the Monthly List of Payments Covering the Month of January 2014, and Monthly List of Purchase Orders and Contracts Covering the Month of January 2014 Approval of January 2014 Receipt and Filing of the Monthly List of Payments Covering the Month of January 2014, and Monthly List of Purchase Orders and Contracts Covering the Month of January On a motion duly made and seconded, the Approval of January 2014 Receipt and Filing of the Monthly List of Payments Covering the Month of January 2014, and Monthly List of Purchase Orders and Contracts Covering the Month of January 2014 were received and filed. Report of the Inspector General Mr. Raftery stated that the Office of the Inspector General (OIG) is currently in the process of finalizing its first annual report. It will be one report encompassing the activities of 2012 and He stated that, as the Board knows, in the latter part of 2012 the OIG was requested by executive management to conduct an audit of PATCO procurement processes. Mr. Hanson requested that this audit be delayed until Finance had an opportunity to review the procurement procedures at PATCO. The task was completed and the results were given to the OIG. We then began our audit in January Based on results of this report he recommended that PATCO s Performance Audit be accelerated in Mr. Raftery continued to say that PATCO is required to have a Performance Audit in place per Board resolution with an audit recently completed for Page 6 of 15

44 DRPA Public Safety. This is a requirement relative to a Board Resolution. During the budgetary process it was decided to delay the audit until the latter part of Based on some additional issues related at PATCO he recommended, and the Audit committee approved, that the performance audit be accelerated. The RFP was advertised on February 7, 2014 and is due on March 7, The audit is to be completed by the end of the year. He thanked Howard Korsen, Danielle McNichol, John Rink and his staff at PATCO for their quick review for he RFP. Mr. Raftery continued that he would like to add that John Rink requested that additional areas be included in the RFP. In addition to the OIG regular duties, Mr. Raftery s office is currently working on completing three (3) audit reports. Once those reports are completed the drafts will be submitted to executive staff and the Board for review and comment. The OIG will meet with staff members and make adjustments as warranted. Mr. Raftery said that to date, in addition to these reports, OIG has completed eleven (11) other audit reports; two (2) have been made public, three (3) are in draft, and any public release of those reports is unknown at this time due to external factors. Currently, the OIG along, with Finance, are in the initial stages of the 2013 Financial Audit. The entrance conference with McGladrey is scheduled for today at the Audit Committee meeting being held immediately after this meeting. OIG has also started a cash audit process, this is supported by the Finance department. The purpose of this audit is to review internal controls on the movement of Authority revenue and investments. The OIG advised that they have completed an aggressive audit plan. It is a three (3) to five (5) year plan that can be reviewed annually. The plan is flexible, allows for changes and will allow for special projects that are requested by Board members or executive management. The OIG reviewed prior audit activity, or the lack thereof, to develop the plan. Mr. Raftery added that significant expenditures were identified where internal controls are typically problematic. This was done by reviewing all relevant existing literature which was factored into this plan. In terms of the statistics to date his office has conducted 158 conflict interviews involving 37 contracts, 653 reviews of political contribution forms, certification of 180 contracts, two (2) financial audits, one (1) performance audit, seven (7) routine audits and seven (7) investigation audits. The difference between performance audits and investigative audits the investigative audits typically involves a request from Board members or management to determine how something occurred and they tend to be more involved. Mr. Raftery continued to state that additional statistics for his office include: the OIG has identified a $100,000 plus payment which was approved and was previously paid to an economic development grant recipient. The OIG stopped that payment from leaving the Authority and recommended billing changes in the department; identified $400,000 in overpayments to a vendor. Recovery of those funds is pending in the General Counsel s office;. His office also recovered a duplicate payment of $500 to a vendor and corrected payment procedures in that department. Mr. Raftery said that a main task that the Board assigned to the OIG prior to his arrival was the Ethics Point Hotline. To date, the OIG has received 31 complaints from the public and employees. One of the issues that is now being addressed is the advertisement of this hotline. It was not aggressively advertised within the Authority or publically. Links have been added to both the DRPA and PATCO websites and they are working on expanding the information about the hotline. His office is working with Corporate Communications to see if we can expand both the employees and publics knowledge of this website. Mr. Raftery continued Page 7 of 15

45 that there is one area that the OIG has not been tracking. Employees come to the OIG for guidance on reforms and other Authority related issues. As a matter of principle and to maintain their confidentiality, OIG does not refer those complaints directly to other departments. He advises the employee who to speak with but it is incumbent on the employee to follow through. It is consistent in maintaining the employee s confidentiality. Mr. Raftery stated that that the OIG was also involved in the Strategic Planning Committee. One of the recommendations of the Strategic Planning Committee is that OIG take over tracking of 144 recommendations that came from CGR. To date, his office does not have the capacity or software to take on the responsibility due to staffing. OIG has also worked on the Reform Resolution Project. He is frequently contacted by departments and employees for guidance. OIG worked on the U.S. Government Accountability Office Audit and is providing the Deputy Chief Executive Officer with Economic Development payment assistance based on his additional responsibilities at PATCO. Mr. Raftery continued that the OIG is also involved in PATCO s physical inventory. He hopes to have the annual report completed in a month.. It is being reviewed by General Counsel for legality and he will be working with Tim Ireland to finalize the report. Commissioner Sweeney asked who oversees the Ethics hotline. Mr. Raftery responded that General Counsel, himself and a third party vendor as set up by the Board. Approval of Operations & Maintenance Committee Report of February 12, 2014 The Operations & Maintenance Committee Meeting Minutes of February 12, 2014 were previously provided to all Commissioners and there were no comments. On motion duly made and seconded, the Operations & Maintenance Committee Minutes of February 12, 2014 were approved. Adopt Resolutions Approved by Operations & Maintenance Committee of February 12, 2014 On motion duly made and seconded, the following Resolution was unanimously adopted and made the action of the Authority: DRPA Contract No. WW Walt Whitman Bridge New Jersey Approach Substructure Rehabilitation On motion duly made and seconded, the following Resolution was unanimously adopted and made the action of the Authority: DRPA Contract No. BF Benjamin Franklin Bridge Miscellaneous Pavement Repairs On motion duly made and seconded, the following Resolution was unanimously adopted and made the action of the Authority: DRPA Professional Services for 2014 Biennial Inspection of the Benjamin Franklin Bridge Page 8 of 15

46 On motion duly made and seconded, the following Resolution was unanimously adopted and made the action of the Authority: DRPA Professional Services for 2014 Biennial Inspection of the Betsy Ross Bridge On motion duly made and seconded, the following Resolution was unanimously adopted and made the action of the Authority: DRPA Professional Services for 2014 Biennial Inspection of the Commodore Barry Bridge On motion duly made and seconded, the following Resolution was unanimously adopted and made the action of the Authority: DRPA Professional Services for 2014 Biennial Inspection of the Walt Whitman Bridge On motion duly made and seconded, the following Resolution was unanimously adopted and made the action of the Authority: DRPA Professional Services for 2014 Biennial Inspection of PATCO On motion duly made and seconded, the following Resolution was unanimously adopted and made the action of the Authority: DRPA Capital Project Contract Modifications On motion duly made and seconded, Commissioner Sweeney abstained based upon personal relationship with the bidder; the following Resolution was unanimously adopted and made the action of the Authority: DRPA Towing Services for Bridge Facilities, OPC Parking Lot, and PATCO Parking Lots Chairman Simon requested information pertaining to compatibility and asked Sgt. Reher to speak about his role and his recommendations for the technology. Sgt. Reher stated that he works for Public Safety and is in charge of the communication services. He is recommending that we purchase this encryption system so that we are compatible with Philadelphia, Camden County, Gloucester County and SEPTA and so that we can maintain constant communication. On motion duly made and seconded, the following Resolution was unanimously adopted and made the action of the Authority: DRPA Purchase of Public Safety Radio Encryption Feature Set Page 9 of 15

47 On motion duly made and seconded, the following Resolutions were unanimously adopted and made the action of the Authority: DRPA DRPA Six (6) 2014 Ford Patrol Vehicles 2014 Cab Chassis Trucks and Pick-up Truck DRPA DPM-40DU Bucket Truck (2) DRPA Consideration of Pending PATCO Contracts (Between $25,000 and $100,000) Chairman Simon requested that Mr. Pulte give a summary on the need for these vehicles. Mr. Pulte thanked Hank Trum, Director of Fleet and Steve Reiners, Fleet Manager. He stated that they have put in a lot of long hours since we started this fleet department to generate savings for the Authority and reduce our number of cars and trucks that we have in service. Currently they are asking for Board approval for six (6) 2014 patrol cars. They will be purchased under the New Jersey contract. They will be replacing six (6) Crown Victorians which have over 100,000 miles. He expects to have the new vehicles up and operating by mid-july, contingent on Board approval. It is becoming very costly to repair the vehicles and it is also a safety consideration. Mr. Pulte continued that Fleet is reducing the number of trucks. The Authority will be reducing seven (7) trucks down to six (6). When Fleet replaces a new truck, they send the old truck to auction. If possible, they also try to downsize the fleet. His Department is currently replacing two bucket trucks and downsizing to a multi-use smaller vehicle that will be able to be more functional on the bridges and at PATCO. Mr. Pulte continued that we are also looking at buying the buckets already mounted or separately. This approach saves money. Fleet mechanics will put these together and mount them to the existing trucks. These will be purchased under the Pennsylvania contract. Overall this will help increase efficiency by replacing outdated or inadequate trucks. Chairman Simon inquired if the patrol vehicles are all-wheel drive. Mr. Pulte confirmed. Chairman Simon inquired into the recommendation for the purchase of two (2) 2013 vehicles on the Consideration of Pending PATCO contracts list. Mr. Pulte replied that both of these are natural gas vehicles and will be replacing other trucks. These vehicles, which will be stationed at the Walt Whitman Bridge are a test project. In working with Mr. Conallen, the efficiency of these vehicles will be examined and the Board will receive the findings. Commissioner Sasso inquired if these purchases were all on state contracts. Mr. Pulte confirmed. Unfinished Business There was no DRPA unfinished business. New Business Mr. Conallen stated that staff is requesting authorization from the Board to negotiate an extension to the loan satisfaction agreement with Rendez Blue, a potential developer for the Blue Horizon property on North Board Street in Philadelphia. The board previously passed a resolution first to enter into a loan satisfaction agreement and a subsequent resolution that extended the agreement because of a pending sheriff sale of the property. The sale was postponed and the Board passed a resolution extending the agreement to a period past that sheriff s sale. Currently, the potential developers satisfied the city tax lien on the property. While there is no longer an impending sheriff sale of the property, the developers, however, are still finalizing the financing for the project. The previous resolution only gave them an extension to the end of this month. Staff is seeking an extension for an additional 90 days, to May 31 to give the developers additional time to secure their financing. Leslie Smallwood-Lewis confirmed Page 10 of 15

48 this deadline would be sufficient. Commissioner Sasso asked what our return will at closing. Mr. Conallen stated $1M, which is the full amount of our principal investment. On motion duly made and seconded, the following Resolutions were unanimously adopted and made the action of the Authority: DRPA Extension of Blue Horizon Loan Satisfaction Agreement General Counsel advised that currently counsel handling all types of legal matters before the Authority with the exception of workers compensation are compensated at the rate of $225 per hour. Workers Compensation counsel receives $ per hour and paralegals $ In this matter the Board is merely authorizing the payment of counsel not on the qualified list to up to $ per hour, as previously authorized as outlined in the resolution. Commissioner Sasso inquired into who is authorizing these payments and asked if the attorneys are also delegated. Ms. McNichol stated that the payments are reviewed by General Counsel for compliance, forwarded to the CEO for approval, and then sent to Finance for payment. Delegation of attorneys is not done through this resolution. On motion duly made and seconded, the following Resolution was unanimously adopted and made the action of the Authority: DRPA Attorney Professional Services Not on Qualified List On motion duly made and seconded, the following Resolution was unanimously adopted and made the action of the Authority: DRPA Approval of Citizens Advisory Committee Membership Nomination Commissioner Sasso stated that he believes an employee s outside employment approval should be decided on a case-by-case basis by the Board. Commissioner Taylor stated that there are particulars that need to be addressed and this discussion should be tabled. Chairman Simon motioned to table the discussion, it was seconded, the motion was passed unanimously to table the discussion. Mr. Raftery stated that the request was made for a few reasons. He was approached by a couple of outside parties with the opportunity to do some due diligence and compliance work. Most of the work, if not all of it, originates outside the State of New Jersey and would be done on his off time. He is reluctant to go into why he needs the employment, but due to Hurricane Sandy and the damage that was done to his home, it has has taken a financial toll on his family. This provides him with an opportunity to earn some extra money on his off time. He does not want to suggest that he will violate any conflict and any questions as to the conflict he will direct to the General Counsel. He came to the Board before making any decisions because he did not want to waste the seeking company s time. Before discussing details with the companies, he sought guidance from the Board. Mr. Raftery will ensure that the work does not involve any Commissioners, companies or vendors associated with the Authority. He would be glad to discuss any details with Board members. Page 11 of 15

49 Commissioner Reilly stated that this request was presented to the Labor Committee for approval at the last minute. The request was reviewed and approved so that Mr. Raftery could do compliance work for these companies and it was relayed the same as it was today. With these conditions the Labor Committee recommended, we present this resolution to the Board. Commissioner Sasso reiterated his position is that Mr. Raftery s work must be reviewed on a case-by-case basis. He added that the Board should be deciding whether there are issues of conflict, not the General Counsel. It should be fully vetted beforehand as we set precedence before. Commissioner Sasso said that he was sorry that Mr. Raftery has these economic conditions, but he also heard in his report that he is understaffed and overworked. So he believes this all must be considered by the Board before approval is granted. Commissioner Sasso stated that he advised Mike Venuto that with all the issues in Engineering that the Board might not provide the same result for him if he would be requesting outside employment at this time. Commissioner Sasso recommended that the motion be tabled until there is further discussion. Commissioner Kichline stated that if you are reading the resolution it states that the Board evaluates outside employment. It is her understanding that the Board is not abrogating responsibility. She thought that was very clear. Commissioner Sasso interjected that Mr. Raftery said it would go before the General Counsel and Commissioner Sasso is opposed to that. Commissioner Fratalli stated he concurs with Commissioner Sasso. Chairman Simon stated that the issue is where conflict review needs to go. Ms. McNichol stated that according to the Resolution that this must come before the Board, not the General Counsel and all matters were discussed in the Labor Committee prior to the Board Meeting. Commissioner Reilly stated that the distinction here is generally when an employee comes to the Board stating they want to work for a specific employer it is a one-time thing. This is an instance where an individual is requesting to be a consultant and would be working for different entities. It needs to be clarified whether we are going to require Mr. Raftery to come before the Board for each entity and make it public. Or are we going to rely upon our professionals to make sure that the consultant work is approved by the Board and will handle each request to ensure there is no conflict. Commissioner Sasso replied he believe each request should come before the Board because he feels it is important that the Board consider this, not just the individuals involved. He stated that the timeframe in which the work is done also needs to be considered. Commissioner Kichline sought to confirm that outside employment acquired by director level or above needs to be approved by the Board. She doesn t believe that the Board is going to do any conflict checking. That can be done by the General Counsel. But her understanding is that information will be provided to the Labor Committee and, if need be, shared with the Board. Commissioner Sasso stated it should be shared with the Board. Commissioner Reilly stated that he respects everyone s view on this but when you get down to a point where you have a consultant who represents many entities, assuming there are 15 clients paying this individual, are we going to come back to the Board every time? It is going to be inefficient and it is his recommendation to approve it as a consultant. Then as issues come forward, we disclose them to General Counsel, the Labor Committee and the Board. He feels it is cumbersome to come back every time there is a different client. Chairman Simon stated that I think we are applying a tighter level of security and scrutiny to Mr. Raftery than applied to others granted outside employment. Commissioner Reilly advised that as there are other employment requests to come before the Board, as these must be done on an annual basis, that we can consolidate them and address at next month s Labor Committee meeting. Page 12 of 15

50 On motion duly made to table the discussion and seconded, the following Resolution was unanimously tabled and will be further discussed at the next Labor Committee Meeting. DRPA Outside Employment Citizens Advisory Committee Report Mr. Latko stated that he would like to touch on a few items. First, with regard to the PATCO rail line, there is a huge gap in response time and the communication on the platforms is sparse. Mr. Rink stated that they are communicating in real time and are looking into updating communication tools on the platforms with LED screens. Mr. Hanson stated that they are working on letting the riders know about delays and when the trains are coming. Some ability to do that is difficult with the current tract circuit system in the tunnels. Mr. Latko stated that maybe the Authority should look into direct feed and Twitter as real time alerts. Mr. Latko next discussed the escalators and elevators. He asked if it can be stated that the current construction is a long term project and quantify the down time? He inquired when all of the escalators would be running again. Mr. Rink stated we will try to provide the timeframe. Mr. Latko thanked the Authority for its efforts on snow removal. The effort was appreciated and he stated that If you get to the bridge, you can definitely get over it. In regards to the Gateway Cooper River Park West, he attended a meeting a month back and it was a packed house. A lot of people want to see this park opened. He wanted to get an update on where it stands with the Authority. Commissioner Taylor stated that the question that evening centered on whether the clean parcels can be moved upon. He acknowledged the hold up on the environmental issues. Mr. Conallen replied that we will take direction from the Board on that issue. It is not currently known which parcels are clean and it may not necessarily be known which parcels the DRPA has authority to transfer. There are still some questions on the boundaries of these parcels. DPRA has engaged outside counsel to work with the city and county on clarifying this to ensure when this is transferred it is done correctly. Once we get clarification from outside counsel on the boundaries of the parcels and we know the parcels are clean, we will bring it to the Board to allow them to give the option of transferring those particular parcels. On the second issue, the environmental piece, we put an RFP out for a licensed site remediation professional. It is anticipated that this will be presented to the Board in March. Commissioner Taylor inquired if outside counsel has given us a timeline. Ms. Mayock stated that we have a meeting with outside counsel on Friday. Ms. McNichol stated that when Joel Frank was here he stated the title work would be another four (4) to six (6) weeks, and we are still within that timeframe for the process. Mr. Latko asked whether we should know by then what we own and don t own. Ms. McNichol stated that she is hopeful that we will have a better understanding from the title work. Mr. Latko continued with his report stating that in reference to the Ferry operations it is known the RFP went out and has a deadline of May 1. He just wanted to state that it is crucial to the Camden Waterfront and revenue for the Authority to keep up on the process of keeping the Ferry running. Auditor General DePasquale had several questions. First, Auditor General DePasquale inquired about the phone system. Ms. McNichol stated that the system was acquired prior to her appointment as General Counsel. It was approved by the Board over three (3) years ago that audio services would be provided and equipment be purchased by the Authority as part of the contract. She does not believe this was the best way to handle services. There is currently an RFP out to have someone come in to deal with these particular issues. Unfortunately, however, we have inherited this problem and we are trying to solve it. Page 13 of 15

51 Next, Auditor General DePasquale asked if there was a quorum for the entire meeting. Ms. McNichol stated affirmatively there was a quorum. Auditor General DePasquale inquired in regards to the tabling of the Inspector General s request for Outside Employment. Chairman Simon replied that the vote was confusing. He stated that he was advised that next month the Board needs to consider the renewal of outside employment for other employees. The fundamental objection was to a case-by-case review and the need for more information. It made sense to Chairman Simon to consider all of the renewals and applications at one time. Given the problem with the vote and your inability to vote or ask questions, he felt we should defer it to the next meeting. Chairman Simon stated that in reference to DRPA , the Outside Employment request, he was informed that at the next meeting there will be renewal of Outside Employment requests from employees that already have it in place. Ms. McNichol stated that it is a requirement that Outside Employment be reviewed on an annual basis. Chairman Simon stated that we can defer DRPA and consider it along with the renewals next month. Ms. McNichol stated that is at the Board s discretion. Chairman Simon stated that he will use his prerogative as Chair to remove DRPA from today s agenda until the next meeting. Auditor General DePasquale had several questions regarding the selection of the CEO. Auditor General DePasquale inquired about avenues to seek out a CEO on a national search. He understands we are trying to keep the cost to a minimum. Have we had any interest to date and asked about the process for reviewing applicants. Ms. Brown stated that the position has been posted for the past two weeks and is currently on our website, Monster.com, Careerbuilder.com, the Washington Post, the New York Times, Transit Tech and a few other national publications. It is scheduled to come down on February 26, We will be providing the Labor committee updates periodically on the status of the posting in regards to how many applicants we have so far and what state they were received from. We have a very aggressive process that has been put in place which was approved by the Labor Committee. The Committee will approve one round of interviews and a second round if necessary. The interviews will be conducted by the Labor Committee and anyone else the Labor Committee sees fit to involve. Auditor General DePasquale stated that hypothetically speaking, we receive talented interest but not what we would consider CEO material, is there a process to keep those applicants on file for future reference of other executive positions within the Authority. Ms. Brown answered in the affirmative. She will provide a summary of the applicants received and prepare an executive summary of which applicants meet the minimum qualifications as stated in the job description, as well as the preferred qualifications. Once there is approval from the Labor Committee regarding the interviews, they will be set up and we will begin the process. Chairman Simon inquired if there were any objections from anyone on the phone to any of the Resolutions passed in today s meeting, not including the Outside Employment request from Mr. Raftery. There being no objection on the phone. On motion duly made and seconded, the Resolutions previously discussed in today s meeting were unanimously adopted and made the action of the Authority. Page 14 of 15

52 Public Comment Mr. Edward Pierce a trustee for Teamsters Local 676, said that what the Teamsters need from PATCO is a signed interim agreement for the pension plan. The PATCO contract expired in May They have been working without a contract. PATCO has negotiated in good faith by maintaining the healthcare with increases over the past few years. During this time there have been no wage increases or pension increase. A few years ago, their pension fund had to put in a funding improvement plan asking the participating employers to increase their funding by 5%. The drop dead date for that was August 1, To date there still has been no increase to that pension. There is a second option, the default option. The risk to the employee is that PATCO will keep contributing to the pension but the employees pension is frozen. Teamsters want to avoid the default and hopes that they can get this done. The 5% increase is only 0.13 ¾ cents per hour. On behalf of the Local 676, they look forward to moving the negotiating process forward to come to an agreement that will benefit everyone. Commissioner Reilly stated that the DRPA/PATCO has been in negotiations with the Teamsters regarding the expired contracts. We have tried to keep matters status quo for the employees so that once we get a signed agreement we don t have anything left unaddressed. Commissioner Reilly suggested that Mr. Pierce send a letter to the General Counsel to get all of the issues addressed. This is a subject for Executive Session but we have made some headway in these discussions. The Commissioners do not want to cause any harm to employees or the unions while we are trying to get this complete. Chairman Simon asked if there were any further comments from the public. There being none, or other further business, on motion duly made and seconded, the meeting was adjourned. Respectfully submitted, Danielle L. McNichol Corporate Secretary Page 15 of 15

53 MONTHLY LIST OF PAYMENTS

54 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 02/01/14 THRU 02/28/14 MEETING DATE 03/19/2014 VENDOR NAME ITEM DESCRIPTION RESOLUTION #/ AUTHORIZATION AMOUNT STANDARD INSURANCE COMPANY A/P Group Life & Accident $55, A/P Group Life & Accident Total $55, ACCOUNTANTS FOR YOU, INC Audit, Legal, Consultant & Other $2, AJILON PROFESSIONAL STAFFING Audit, Legal, Consultant & Other $3, ARCHER & GREINER Audit, Legal, Consultant & Other $3, BENEFIT HARBOR, LP Audit, Legal, Consultant & Other $5, DEASEY, MAHONEY, VALENTINI & NORTH Audit, Legal, Consultant & Other $2, DILWORTH PAXSON LLP Audit, Legal, Consultant & Other $ DUANE MORRIS, LLP Audit, Legal, Consultant & Other $83, GALLAGHER BENEFIT SERVICES, INC Audit, Legal, Consultant & Other $23, PERRY RESOURCES Audit, Legal, Consultant & Other $4, SCOTT E BUCHHEIT Audit, Legal, Consultant & Other 25KTHRES $ STEVENS & LEE Audit, Legal, Consultant & Other $ Audit, Legal, Consultant & Other Total $130, MECHANICS NAPA Batteries $91.95 PENNS GROVE NAPA" AUTO PARTS Batteries $ Batteries Total $ BANK OF NEW YORK - MELLON Bond Service Bond Resolution $482, TD BANK NORTH Bond Service Bond Resolution $7,583, Bond Service Total $8,065, BANK OF NEW YORK MELLON Bond Trustee Fees $8, Bond Trustee Fees Total $8, SOUTHERN NEW JERSEY DEVELOPMENT Business Meetings 25KTHRES $60.00 Business Meetings Total $60.00 FRANK MULLIN CDL License 25KTHRES $44.00 MARK WACHOWSKI CDL License 25KTHRES $44.00 WAYNE MARPLE CDL License 25KTHRES $44.00 WILLIAM NELSON CDL License 25KTHRES $44.00 CDL License Total $ AMERIHEALTH INSURANCE Cobra Reimbursements $ DELTA DENTAL Cobra Reimbursements $ VISION BENEFITS OF AMERICA Cobra Reimbursements $8.08 Cobra Reimbursements Total $1, GRANT THORNTON LLP Computer Equipment $74, ** HMW ENTERPRISES, INC. Computer Equipment $77, ** SCHNEIDER ELECTRIC Computer Equipment $31, ** SIMPLEXGRINNELL, LP Computer Equipment $43, ** Computer Equipment Total $227, COURT LIAISON SERVICES, LLC Contractual Services $2, HOMELAND DEFENSE SOLUTIONS INC Contractual Services $4, IRON MOUNTAIN INCORPORATED Contractual Services $5, MISTRAS GROUP INC. Contractual Services 25KTHRES $1, NEW JERSEY TURNPIKE AUTHORITY Contractual Services $ Contractual Services Total $14, CANON FINANCIAL SERVICES INC Copier Lease $7, Copier Lease Total $7, LEXISNEXIS Data Processing 25KTHRES $1, Data Processing Total $1, GRANATE FUEL AND SUPPLIES COMPANY Diesel Fuel 25KTHRES $3, RIGGINS Diesel Fuel $12, Diesel Fuel Total $16, CLEAN VENTURE INC Disposal Fees $ Disposal Fees Total $ CRA INC. DRPA Contract Intelligence Analysts $223, DRPA Contract Intelligence Analysts Total $223, ATLANTIC CITY ELECTRIC Electricity UTILITY $14, HESS CORPORATION Electricity UTILITY $15, NRG BUSINESS SOLUTIONS Electricity UTILITY $37.28 P S E & G Electricity UTILITY $17, PECO ENERGY Electricity UTILITY $31, Electricity Total $79, ** Capital Expenditure Page 1 of 6

55 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 02/01/14 THRU 02/28/14 MEETING DATE 03/19/2014 VENDOR NAME ITEM DESCRIPTION RESOLUTION #/ AUTHORIZATION AMOUNT DELTA DENTAL Employee Dental Insurance $30, Employee Dental Insurance Total $30, COOPER UNIVERSITY HOSPITAL Employee EAP $11, Employee EAP Total $11, AMERIHEALTH INSURANCE Employee Health Insurance $627, Employee Health Insurance Total $627, AISHA TOLEDO Employee Mileage 25KTHRES $15.68 ALFRED CARUSO Employee Mileage 25KTHRES $25.20 ANN DUVALL Employee Mileage 25KTHRES $17.92 CHARLES MAZZONE Employee Mileage 25KTHRES $3.36 DANIELLE WOODARD Employee Mileage 25KTHRES $5.04 JAMES CAMPBELL Employee Mileage 25KTHRES $5.04 JAMES MURRAY Employee Mileage 25KTHRES $6.72 JANEL AIELLO Employee Mileage 25KTHRES $15.68 MARK LOPEZ Employee Mileage 25KTHRES $16.80 NIASHA JORDAN Employee Mileage 25KTHRES $22.40 RALPH FLETCHER Employee Mileage 25KTHRES $15.68 ROXANNE LEANDER LA ROC Employee Mileage 25KTHRES $28.00 THOMAS W RAFTERY III Employee Mileage 25KTHRES $ TONI CORSEY Employee Mileage 25KTHRES $3.36 WILLIAM SHANAHAN Employee Mileage 25KTHRES $16.80 Employee Mileage Total $ VISION BENEFITS OF AMERICA Employee Vision Insurance $2, Employee Vision Insurance Total $2, DELL MARKETING L.P. Equipment 25KTHRES $ THOMSON REUTERS - WEST Equipment 25KTHRES $ SCHNEIDER ELECTRIC Equipment $4, ** Equipment Total $5, NJ E-ZPASS E-ZPass Bank Charges $1, E-ZPass Bank Charges Total $1, AMERICAN EXPRESS E-ZPass Credit Card Fees $2.48 PAYMENTECH E-ZPass Credit Card Fees $ E-ZPass Credit Card Fees Total $ INTERNAL REVENUE SERVICE-CHICAGO Federal/FICA Payroll Taxes $632, Federal/FICA Payroll Taxes Total $632, PFM GROUP Financial Advisory Services $1, Financial Advisory Services Total $1, RIGGINS Gasoline - Unleaded $37, Gasoline - Unleaded Total $37, PENNS GROVE NAPA" AUTO PARTS Grease and Oil $40.50 Grease and Oil Total $40.50 P S E & G Heat UTILITY $23, PHILADELPHIA GAS WORKS Heat UTILITY $19, SOUTH JERSEY GAS COMPANY Heat UTILITY $12, Heat Total $56, PORT AUTHORITY TRANSIT Intercompany Transfers $1,500, Intercompany Transfers Total $1,500, ARTICULATE GLOBAL, INC. Internal Training Expense 25KTHRES $1, RUTGERS UNIVERSITY Internal Training Expense 25KTHRES $15.00 Internal Training Expense Total $1, HAVERFORD TRUST COMPANY Investment Management Fees 25KTHRES $2, SWARTHMORE GROUP, INC Investment Management Fees 25KTHRES $23, UBS GLOBAL ASSET MANAGEMENT Investment Management Fees 25KTHRES $12, Investment Management Fees Total $38, O'NEILL CONSULTING CORP IUOE Health & Welfare $4, IUOE Health & Welfare Total $4, IUOE 542 BENEFIT FUNDS IUOE Medical Insurance $262, IUOE Medical Insurance Total $262, JOSEPH FAZZIO INC Landscaping - Equipment Repairs 25KTHRES $2, Landscaping - Equipment Repairs Total $2, CONFIDENTIAL LEGAL SETTLEMENT Legal Settlement $38, ** Capital Expenditure Page 2 of 6

56 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 02/01/14 THRU 02/28/14 MEETING DATE 03/19/2014 VENDOR NAME ITEM DESCRIPTION RESOLUTION #/ AUTHORIZATION AMOUNT Legal Settlement Total $38, BANK OF AMERICA Letter of Credit Payment $ Letter of Credit Payment Total $ ESRI INC. Licensing Fees - Software 25KTHRES $ Licensing Fees - Software Total $ CAMDEN PARKING AUTHORITY Limited Mobility Parking 25KTHRES $ Limited Mobility Parking Total $ TD BANK NORTH LOC Fees Ref Rev Bonds Bond Resolution $44, LOC Fees Ref Rev Bonds Total $44, TRANSCORE Maint. Fee - Toll Collection Equip $53, Maint. Fee - Toll Collection Equip Total $53, INTERSTATE MOBILE CARE, INC. Medical Testing $2, Medical Testing Total $2, AFRICAN-AMERICAN CHAMBER Membership Dues 25KTHRES $ SOCIETY OF CIVIL ENGINEERS (ASCE) Membership Dues 25KTHRES $ ASSOCIATION OF CORPORATE COUNSEL Membership Dues 25KTHRES $ BUSINESS & LEGAL RESOURCES INC Membership Dues 25KTHRES $3, INTERNAL AFFAIRS ASSOC. Membership Dues 25KTHRES $50.00 ASSOC. OF CHIEFS OF POLICE (IACP) Membership Dues 25KTHRES $ NEW JERSEY BUSINESS & INDUSTRY Membership Dues 25KTHRES $2, SOCIETY FOR HUMAN RESOURCES Membership Dues 25KTHRES $ SOUTHERN NEW JERSEY DEVELOPMENT Membership Dues 25KTHRES $ Membership Dues Total $7, TD BANK NORTH Net Payroll $147, WELLS FARGO BANK, NA Net Payroll $1,838, Net Payroll Total $1,986, N.J. STATE - GIT NJ Payroll Taxes $63, NJ Payroll Taxes Total $63, NATIONAL UNION AIGRM OCIP Accrual $89, OCIP Accrual Total $89, VERIZON WIRELESS Office Equipment UTILITY $ WHITAKER BROTHERS Office Equipment 25KTHRES $ Office Equipment Total $ GRAYBAR ELECTRIC COMPANY INC Office Supplies 25KTHRES $ W.B. MASON CO. INC. Office Supplies $1, Office Supplies Total $1, PA DEPT OF REVENUE PA Payroll Taxes $30, PA Payroll Taxes Total $30, MICHAEL BAKER JR, INC PARTSWG Equipment $213, PARTSWG Equipment Total $213, LAZ PARKING MID ATLANTIC LLC Part-time Toll Collectors $44, Part-time Toll Collectors Total $44, IRON MOUNTAIN INCORPORATED PATCO Contractual Services $ PATCO Contractual Services Total $ FIRST ADVANTAGE LNS PATCO Professional Services 25KTHRES $46.00 PATCO Professional Services Total $46.00 SPRINT PATCO Telephone UTILITY $1, VERIZON PATCO Telephone UTILITY $5, PATCO Telephone Total $6, PNC P-Card $109, P-Card Total $109, PA STATE EMP RETIREMENT SYS Pension - SERS $1,464, Pension - SERS Total $1,464, CITY OF PHILADELPHIA Phila Employee W/H Taxes $5, Phila Employee W/H Taxes Total $5, AMERICAN EXPEDITING COMPANY Postage 25KTHRES $73.89 UNITED PARCEL SERVICE (UPS) Postage 25KTHRES $56.19 Postage Total $ ALLEN REPRODUCTION CO Printing 25KTHRES $ Printing Total $ ACCUSCREEN Professional Services 25KTHRES $18.64 ** Capital Expenditure Page 3 of 6

57 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 02/01/14 THRU 02/28/14 MEETING DATE 03/19/2014 VENDOR NAME ITEM DESCRIPTION RESOLUTION #/ AUTHORIZATION AMOUNT FIRST ADVANTAGE LNS Professional Services 25KTHRES $46.00 HEALTHMARK INC Professional Services 25KTHRES $ US REGIONAL II OF NJ Professional Services 25KTHRES $ Professional Services Total $ THOMPSON INFORMATION SERVICES Publication 25KTHRES $ Publication Total $ AECOM TECHNICAL SERVICES, INC Rehabilitation Drainage $3, ** Rehabilitation Drainage Total $3, TD BANK NORTH Remarketing Fees VRDO Bonds Bond Resolution $28, Remarketing Fees VRDO Bonds Total $28, U.S.P.S. POSTMASTER Rentals 25KTHRES $1, Rentals Total $1, KAPSCH TRAFFICCOM IVHS INC. Repair/Replacement Toll Equip 25KTHRES $ TRANSCORE Repair/Replacement Toll Equip 25KTHRES $4, Repair/Replacement Toll Equip Total $4, CORRPRO COMPANIES, INC. Repairs - Bridges 25KTHRES $7, SISSCO Repairs - Bridges $12, THYSSEN KRUPP ELEVATOR CO. Repairs - Bridges $23, TRI-M GROUP LLC Repairs - Bridges $9, V & S DELAWARE GALVANIZING LLC Repairs - Bridges 25KTHRES $ Repairs - Bridges Total $52, SCHNEIDER ELECTRIC Repairs - Buildings 25KTHRES $4, TRI-COUNTY TERMITE & PEST CONTROL Repairs - Buildings 25KTHRES $40.00 Repairs - Buildings Total $4, ASSA ABLOY ENTRANCE SYSTEMS Repairs - Equipment 25KTHRES $ FERGUSON & MC CANN INC Repairs - Equipment $ FYR FYTER SALES AND SERVICE Repairs - Equipment 25KTHRES $82.24 MBI GROUP, INC. Repairs - Equipment 25KTHRES $4, MICHAEL GOEPEL Repairs - Equipment 25KTHRES $ NJ STATE OFFICE OF WEIGHTS Repairs - Equipment 25KTHRES $ SIEMENS INDUSTRY, INC. Repairs - Equipment 25KTHRES $4, THYSSEN KRUPP ELEVATOR CO. Repairs - Equipment $ TRI-M GROUP LLC Repairs - Equipment $11, Repairs - Equipment Total $22, HYDRO-LOGIC, INC Repairs - Heating/AC System 25KTHRES $ TRI-M GROUP LLC Repairs - Heating/AC System 25KTHRES $18, Repairs - Heating/AC System Total $18, GENERAL REPRODUCTION PRODUCTS Repairs - Office Equipment 25KTHRES $1, Repairs - Office Equipment Total $1, ONE CALL CONCEPTS Repairs - Signs 25KTHRES $13.68 Repairs - Signs Total $13.68 TOZOUR ENERGY SYSTEMS, INC. Repairs to Buildings 25KTHRES $2, ** Repairs to Buildings Total $2, RIVERSIDE MATERIAL INC. Replacement of Roadway 25KTHRES $4, Replacement of Roadway Total $4, U.S. MUNICIPAL SUPPLY INC Restocking Fee 25KTHRES $61.58 Restocking Fee Total $61.58 STANDARD INSURANCE COMPANY Retiree Life Insurance $25, Retiree Life Insurance Total $25, AMERIHEALTH INSURANCE Retiree Medical Insurance $195, HORIZON BLUE CROSS Retiree Medical Insurance $51, UNITED HEALTHCARE/AARP Retiree Medical Insurance $117, Retiree Medical Insurance Total $364, TRI-M GROUP LLC Signs 25KTHRES $3, ** Signs Total $3, OCEANPORT INDUSTRIES INC. Snow Removal - Salt $11, Snow Removal - Salt Total $11, CH WALTZ SONS INC Snow Removal Equipment $36, ** Snow Removal Equipment Total $36, ELLIOTT-LEWIS Soft/Hardware Service Contracts 25KTHRES $ SUNGARD AVAILABILITY SERVICES Soft/Hardware Service Contracts $3, ** Capital Expenditure Page 4 of 6

58 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 02/01/14 THRU 02/28/14 MEETING DATE 03/19/2014 VENDOR NAME ITEM DESCRIPTION RESOLUTION #/ AUTHORIZATION AMOUNT Soft/Hardware Service Contracts Total $4, CORP Stores Inventory 25KTHRES $1, A&A GLOVE & SAFETY CO. Stores Inventory 25KTHRES $1, AIRGAS SAFETY Stores Inventory 25KTHRES $2, BARNETT CANVAS GOODS & BAG CO Stores Inventory 25KTHRES $1, BESTWORK INDUSTRIES FOR THE BLIND Stores Inventory 25KTHRES $2, COLONIAL ELECTRIC SUPPLY Stores Inventory 25KTHRES $ DIAMOND TOOL & FASTENERS Stores Inventory 25KTHRES $ G.A. BLANCO & SONS Stores Inventory 25KTHRES $ LINDSAY TRANSPORTATION SOLUTIONS Stores Inventory $8, MULTIFACET, INC. Stores Inventory 25KTHRES $3, PENDERGAST SAFETY EQUIP Stores Inventory 25KTHRES $ SHERWIN WILLIAMS Stores Inventory 25KTHRES $2, THE REVENUE MARKETS INC Stores Inventory 25KTHRES $ W.B. MASON CO. INC. Stores Inventory 25KTHRES $ Stores Inventory Total $26, BUSINESS & LEGAL RESOURCES INC Subscriptions 25KTHRES $ BUSINESS INSURANCE Subscriptions 25KTHRES $99.00 DIRECTV Subscriptions 25KTHRES $24.00 NATIONAL SAFETY COUNCIL (NSC) Subscriptions 25KTHRES $1, Subscriptions Total $1, HERITAGE-CRYSTAL CLEAN Supplies 25KTHRES $ MARLAC ELECTRONICS Supplies 25KTHRES $1, RINEHART'S SANITATION SERVICES, INC. Supplies 25KTHRES $ SOUTH JERSEY WELDING Supplies 25KTHRES $ Supplies Total $2, UBS GLOBAL ASSET MANAGEMENT Swap Interest Payments $2,954, Swap Interest Payments Total $2,954, SPRINT Telephone UTILITY $5, THE CONFERENCE GROUP, LLC Telephone UTILITY $ VERIZON Telephone UTILITY $21, VERIZON WIRELESS Telephone UTILITY $6, Telephone Total $33, DUNBAR ARMORED Toll Deposit Processing Fee $13, Toll Deposit Processing Fee Total $13, LUCAS WOZNIAK Toll Refunds 25KTHRES $5.00 NEW JERSEY TRANSIT Toll Refunds 25KTHRES $1, Toll Refunds Total $1, HOWARD NEEDLES TAMMEN & BERGENDOFF Track Upgrading $2, ** RAILROAD CONSTRUCTION CO Track Upgrading $479, ** Track Upgrading Total $482, DAVID J. AUBREY Training - Registration 25KTHRES $ ESKILL CORPORATION Training - Registration 25KTHRES $2, FRED PRYOR SEMINARS Training - Registration 25KTHRES $ GENERAL DYNAMICS OTS Training - Registration 25KTHRES $ HOLTZ LEARNING CENTERS, LTD Training - Registration 25KTHRES $1, NEW JERSEY INSTITUTE Training - Registration 25KTHRES $ RUTGERS UNIVERSITY Training - Registration 25KTHRES $1, Training - Registration Total $7, NJ E-ZPASS Transaction Fees $ Transaction Fees Total $ OXFORD COMMUNICATIONS INC Transit Awareness Campaign $19, Transit Awareness Campaign Total $19, LTK ENGINEERING SERVICES Transit Car Overhaul $157, ** Transit Car Overhaul Total $157, WASTE MANAGEMENT OF NEW JERSEY Trash Removal $83.00 WASTE MANAGEMENT OF PA Trash Removal $ Trash Removal Total $1, PA UNEMPLOYMENT Unemployment Compensation Services $1, Unemployment Compensation Services Total $1, ACME UNIFORM RENTAL SER INC Uniforms 25KTHRES $ ** Capital Expenditure Page 5 of 6

59 DELAWARE RIVER PORT AUTHORITY MONTHLY LIST OF PAYMENTS 02/01/14 THRU 02/28/14 MEETING DATE 03/19/2014 VENDOR NAME ITEM DESCRIPTION RESOLUTION #/ AUTHORIZATION AMOUNT KEYPORT ARMY & NAVY Uniforms 25KTHRES $ LAWMEN SUPPLY CO OF NJ Uniforms 25KTHRES $ P.L.J. SAFETY SUPPLY COMPANY Uniforms 25KTHRES $1, RED WING BRANDS OF AMERICA, INC. Uniforms 25KTHRES $ Uniforms Total $2, EMPLOYEE PASS THROUGH PAYMENTS Union Dues, Employee Contributions, Etc. $239, Union Dues, Employee Contributions, Etc. Total $239, MECHANICS NAPA Vehicle Repairs - Inside $ MOTOR PARTS OF AUDUBON Vehicle Repairs - Inside $55.06 PELLEGRINO CHEVROLET Vehicle Repairs - Inside 25KTHRES $2, PENNS GROVE NAPA" AUTO PARTS Vehicle Repairs - Inside $1, Vehicle Repairs - Inside Total $4, CERTIFIED SPEEDOMETER SERVICE Vehicle Repairs - Outside 25KTHRES $ INTERCON TRUCK EQUIPMENT INC Vehicle Repairs - Outside 25KTHRES $2, Vehicle Repairs - Outside Total $3, MECHANICS NAPA Vehicle Supplies $ MOTOR PARTS OF AUDUBON Vehicle Supplies $1, PENNS GROVE NAPA" AUTO PARTS Vehicle Supplies $ Vehicle Supplies Total $2, NEW JERSEY AMERICAN WATER Water and Sewer UTILITY $ WATER REVENUE BUREAU Water and Sewer UTILITY $1, Water and Sewer Total $2, QUAL-LYNX Workman's Compensation $111, Workman's Compensation Total $111, $20,876, ** Capital Expenditure Page 6 of 6

60 PURCHASE ORDERS & CONTRACTS

61 DRPA MONTHLY LIST OF PURCHASE ORDER CONTRACTS - FEBRUARY 2014 VENDOR NAME ITEM DESCRIPTION PO NUMBER AMOUNT RESOLUTION A&A GLOVE & SAFETY CO. Stores Inventory Account P14P0054 $1, KTHRES A&A GLOVE & SAFETY CO. Stores Inventory Account P14P0058 $1, KTHRES A&A GLOVE & SAFETY CO. Stores Inventory Account P14P0075 $ KTHRES A&A GLOVE & SAFETY CO. Stores Inventory Account P14P0077 $ KTHRES BILLOWS ELECTRIC SUPPLY Stores Inventory Account P14P0053 $3, KTHRES CDW GOVERNMENT, INC. Repair/Replacement Toll Equip P14P0059 $ KTHRES COLONIAL ELECTRIC SUPPLY Stores Inventory Account P14P0080 $ KTHRES DIAMOND TOOL AND FASTENERS Stores Inventory Account P14P0079 $ KTHRES ECONOMIC ANALYSIS GROUP, LTD. Licensing Fees - Software P14L0008 $11, KTHRES FAIRLITE ELECTRIC SUPPLY CO INC Stores Inventory Account P14P0056 $ KTHRES FRANKLIN ELECTRIC CO Repairs - Buildings P14P0055 $1, KTHRES G.A. BLANCO & SONS Office Equipment P14P0073 $4, KTHRES GOLD TYPE BUSINESS MACHINES (GTBM) DWI Enforcement P14L0007 $6, KTHRES GOLD TYPE BUSINESS MACHINES (GTBM) DWI Enforcement P14S0031 $7, KTHRES HAVIS INC DWI Enforcement P14P0076 $2, KTHRES INTERCON TRUCK EQUIPMENT INC Vehicle Repairs - Outside P14E0002 $2, KTHRES KEYPORT ARMY & NAVY Uniforms P14S0027 $ KTHRES LACAL EQUIPMENT CO Stores Inventory Account P14P0060 $15, KTHRES LANDSMAN UNIFORM Stores Inventory Account P14P0065 $ KTHRES LAWMEN SUPPLY CO OF NJ Miscellaneous Supplies P14S0032 $ KTHRES LAWMEN SUPPLY CO OF NJ Uniforms P14E0001 $1, KTHRES LAWMEN SUPPLY CO OF NJ Uniforms P14P0069 $ KTHRES MICHAEL GOEPEL Repairs - Other Equipment P14E0006 $ KTHRES MULTIFACET, INC. Stores Inventory Account P14P0072 $ KTHRES MULTIFACET, INC. Stores Inventory Account P14P0074 $ KTHRES NEXT GENERATION INC. DBA NEXGEN Stores Inventory Account P14P0057 $ KTHRES OLD DOMINION BRUSH Stores Inventory Account P14P0067 $2, KTHRES P.L.J. SAFETY SUPPLY COMPANY Uniforms P13E0039 $ KTHRES PAPER MART Office Paper P14C0007 $7, DRPA PAPER MART Office Paper P14C0009 $1, DRPA PAPER MART Office Paper P14C0010 $2, DRPA PAPER MART Office Paper P14C0011 $1, DRPA PAPER MART Office Paper P14C0012 $1, DRPA PAPER MART Office Paper P14C0013 $ DRPA PAPER MART Office Paper P14C0008 $11, DRPA PELLEGRINO CHEVROLET Vehicle Repairs - Inside P14E0008 $2, KTHRES R.E. LEDDEN SUPPLY Stores Inventory Account P14P0063 $ KTHRES READING EQUIPMENT Other - Supplies P14P0071 $11, KTHRES RINEHART'S SANITATION SERVICES, INC. Miscellaneous Supplies P14P0062 $2, KTHRES SALERNO TIRE CORPORATION Stores Inventory Account P14P0070 $3, KTHRES SAR AUTOMOTIVE EQUIPMENT SPEC Repairs to Buildings P14P0068 $ KTHRES SHERWIN WILLIAMS Stores Inventory Account P14P0052 $ KTHRES SHERWIN WILLIAMS Stores Inventory Account P14P0064 $ KTHRES SIMPLEXGRINNELL, LP Repairs - Buildings P14S0029 $3, KTHRES SOFTWARE HOUSE INTERNATIONAL Licensing Fees - Software P14S0028 $6, KTHRES SOFTWARE HOUSE INTERNATIONAL Licensing Fees - Software P14S0030 $5, KTHRES SOUTH CAMDEN IRON WORKS Repairs - Bridges P14P0061 $9, KTHRES TACTICAL PUBLIC SAFETY DWI Enforcement P14S0033 $12, KTHRES THE REVENUE MARKETS INC Stores Inventory Account P14L0006 $14, DRPA TRANSCORE WWB Reconfigure lanes P14L0009 $16, KTHRES TRANSPO INDUSTRIES INC Attenuator Repairs/Replacement P14L0005 $16, KTHRES TRI-M GROUP LLC Engineering P14P0078 $4, KTHRES U.S. MUNICIPAL SUPPLY INC Stores Inventory Account P14P0066 $4, KTHRES UNI-SELECT USA INC Auto Parts P14B0043 $5, KTHRES UNI-SELECT USA INC Auto Parts P14B0044 $5, KTHRES UNI-SELECT USA INC Auto Parts P14B0045 $3, KTHRES UNI-SELECT USA INC Auto Parts P14B0046 $3, KTHRES W W GRAINGER INC Miscellaneous Equipment P14S0034 $2, KTHRES W.B. MASON CO. INC. Office Supplies P14A0002 $4, DRPA WEEDS, INC. Landscaping - Fertilizer P14C0015 $5, DRPA WEEDS, INC. Landscaping - Fertilizer P14C0016 $15, DRPA WEEDS, INC. Landscaping - Fertilizer P14C0017 $6, DRPA WEEDS, INC. Landscaping - Fertilizer P14C0014 $12, DRPA

62 AUDIT

63 Delaware River Port Authority Audit Committee Meeting Minutes Wednesday, February 19, 2014 Attendance: Committee Members: Eugene DePasquale, Chairman (via telephone) Rick Taylor, Vice Chair David F. Simon, Esquire Michelle Kichline, Esquire Denise Mason (via telephone) Other Board Members: Charles Fentress E. Frank DiAntonio Others Present: Peter Simon, Assistant Counsel, NJ Gov. Authorities Unit Victoria Madden, Esquire, Chief Counsel, Pennsylvania Department of Auditor General Christine Wechsler Rayer, Esquire, Deputy General Counsel, PA Governor s Office John Hanson, Interim Chief Executive Officer Michael Conallen, Deputy Chief Executive Officer Danielle McNichol, General Counsel and Corporate Secretary Kristen K. Mayock, Deputy General Counsel Tim Pulte, Chief Operating Officer James White, Acting Chief Financial Officer John Rink, President, PATCO Tom Raftery, Inspector General Tim Ireland, Director, Corporate Communications Elizabeth McGee, Administrative Coordinator Anne Kubiak, Legal Secretary Tina Leuzzi, Legal Secretary Tom Ellis, Esquire (Duane Morris) Christopher Gibson, Esquire (Archer & Greiner) Chairman DePasquale called the meeting to order and asked the Corporate Secretary to call the roll. The Corporate Secretary called the roll and announced that there was a quorum. Chairman DePasquale presided. Chairman DePasquale stated that the first item on the agenda is the Office of the Inspector General Legal Bills. Chairman DePasquale stated this has to do with representation authorized for the Inspector General s office for incidents where there may be a conflict for the Office of the General Counsel to handle the matter. Counsel was authorized by the OIG to have a supervisory chain procedure to follow to use a firm from the qualified list. Chairman DePasquale continued that Page 1 of 2

64 representation was authorized for the OIG with the caveat that the Audit Committee would review the billing and recommend the billing for approval to the CEO. The General Counsel reviewed the billing rates and charges for the general purpose of confirming compliance. General Counsel then approved the billing and returned them to the OIG to approve that all services outlined in the billing records were performed by counsel. Chairman DePasquale continued that as the representation was to the OIG and not to the Authority, he reminded the Audit Committee that the billing records are attorney/client privilege and should not be shared with anyone else. Chairman DePasquale inquired if there are any questions or comments on this matter. Chairman Simon will abstain and recused from the vote; Chairman Reilly accepted the recusal. On a motion duly made and seconded. Chairman DePasquale asked the Corporate Secretary to take a vote and call the roll: Chairman DePasquale voted yes. Commissioner Taylor voted yes. Commissioner Kichline voted yes. Chairman Simon abstained and recused. Commissioner Mason voted yes. The motion passed unanimously. General Counsel confirmed. The next item was a discussion of the Ethics Policy. Mr. Raftery stated that the Ethics Policy was recirculated to the Board and to-date he has not received any responses. Without any objection, he proposed to submit the policy to the CEO. The only outstanding area concerns discipline, which will be reviewed by the CEO. Chairman Simon inquired if the New Jersey or Pennsylvania counsel reviewed the policy. Mr. Raftery stated that they had not. Chairman Simon suggested that it be sent to New Jersey and Pennsylvania Counsel for review. Mr. Raftery will forward the Ethics Policy to counsel for review. The last item is PATCO Performance Audit. Mr. Raftery stated that the RFP was advertised on February 7, 2014 and responses are due by March 7, The completion date of the Performance Audit is scheduled for the end of the year. The actual RFP was completed by the General Counsel, Mr. Rink and Mr. Korsen. It is an extensive request and has an extensive schedule. Chairman DePasquale called for a motion to go into Executive Session to discuss personnel issues. He said the decisions made in Executive Session will be made public when the issues are resolved. Upon motion duly made and seconded, the Audit Committee moved into Executive Session. There being no further business, on motion duly made and seconded, the meeting was adjourned. Page 2 of 2

65 OPERATIONS & MAINTENANCE

66 Program Performance Report Jan-2014 DRPA 2014 ENGINEERING PROJECTS EXCLUDING FEDERAL FUNDING Project Category # of Projects Original Contract Value Adjusted Contract Value 2014 Projected Spending 2014 Spent to Date 2014 Percent Value Spent 2014 Target Percent Spent Ben Franklin Bridge 9 $5,325,000 $5,325, % $2,480,000 $0 0.0% 1.1% Walt Whitman Bridge Commodore Barry Betsy Ross Bridge Multi - or All Bridges Facility Security DRPA Other PATCO - DRPA Funded PATCO - FTA Funded $152,412,110 $90,885,000 $8,400,000 $18,550,000 $11,121,334 $1,000,000 $141,482,091 $292,186,870 $152,990,539 $90,885,000 $8,400,000 $18,550,000 $11,621,334 $1,000,000 $141,639,327 $292,186, % 0.0% 0.0% 0.0% 4.5% 0.0% 0.1% 0.0% $8,830,000 $19,885,000 $8,400,000 $5,935,000 $490,000 $1,000,000 $77,900,000 $7,196,000 $573,426 $93,634 $0 $216,585 $1,889 $0 $3,578,377 $76, % 0.5% 0.0% 3.6% 0.4% 0.0% 4.6% 1.1% 17.0% 0.3% 8.3% 5.6% 0.0% 2.5% 2.1% 11.9% TOT AL 55 $721,362,404 $722,598, % $132,116,000 $4,540, % 3.9% 2014 CUMULATIVE BUDGET GRAPH $160,000 $140,000 Thousands $120,000 $100,000 $80,000 $60,000 $40,000 Data Date 2014 Projected Spending Spent to Date $20,000 $ 0 J F M A M J J A S O N D PERFORMANCE COMPARISON TABLE (CUMULATIVE) Last Month This Month Variance S P I N / A 0.89 N / A 2014 MONTHLY BUDGET GRAPH $18,000 $16,000 $14,000 Thousands $12,000 $10,000 $8,000 $6,000 Actual Monthly Spending 2014 Projected Spending $4,000 $2,000 $ 0 J F M A M J J A S O N D PERFORMANCE COMPARISON TABLE (MONTHLY) Last Month This Month Variance S P I N / A 0.89 N / A

67 Delaware River Port Authority Operations & Maintenance Committee Meeting Minutes Wednesday, March 5, 2014 Attendance: Committee Members: William Sasso, Esquire, Chairman Al Frattali, Vice Chairman Andrew Reilly, Esquire Michelle Kichline, Esquire Charles Fentress E. Frank DiAntonio (via telephone) Richard Sweeney Others Present: Peter Simon, Assistant Counsel, NJ Governor s Authorities Unit Christine Wechsler Rayer, Esquire, Deputy General Counsel, PA Governor s Office John Hanson, Interim Chief Executive Officer Michael Conallen, Deputy Chief Executive Officer Danielle L. McNichol, General Counsel & Corporate Secretary (via telephone) Kristen K. Mayock, Deputy General Counsel Toni Brown, Chief Administrative Officer Michael Venuto, Chief Engineer John Rink, PATCO, General Manager Tim Pulte, Chief Operating Officer Thomas Raftery, Inspector General Tim Ireland, Director, Corporate Communications John Viniski, Senior Engineer, Planning & Development Wayne Quesada, Electrical Engineer Robert Traver, Technical Supervisor Equipment, PATCO Christina Maroney, Manager, Special Projects Jack Stief, Chief, Public Safety William Shanahan, Director, Government Relations Kathy Imperatore, Director Fare Collection Sheila Milner, Administrative Coordinator Elizabeth McGee, Administrative Coordinator Alex Lawrason (HNTB) Kathleen Gallagher, Esquire (via telephone) Chairman Sasso called the meeting to order and asked for the roll to be called. The Corporate Secretary s designee called the roll and stated that there was a quorum. Chairman Sasso stated that there were 7 items relating to the March 5, 2014 meeting for the Committee s consideration. Page 1 of 6

68 Engineering Services for Remedial Investigation for New Jersey Sites Mr. Venuto stated that staff is seeking authorization to negotiate an agreement with Brinkerhoff Environmental Services, Inc. to provide Engineering Services for Remedial Investigation for New Jersey Sites in the amount of $489, Seven (7) project sites owned by the DRPA require Remedial Investigation to satisfy NJDEP requirements. This project will include the completion of Remedial Investigation activities, development of Remedial Investigation Reports (RIRs) and Remedial Action Workplans (RAWs), and development of Construction Contract Documents which will be used, if necessary, to perform the remediation contracting work. Mr. Venuto stated that this project was publicly advertised and firms were invited to submit their Statements of Qualifications. Nine (9) firms responded and five (5) firms were deemed qualified and they were sent a formal Request for Proposal. A review committee evaluated the proposals based on technical merit. He stated that Brinkerhoff Environmental Services was the highest technically ranked firm. Mr. Venuto stated that the Engineers estimate was higher than what was negotiated and our figure included items that were not needed. Chairman Sasso inquired whether we were informing the public and the Citizens Advisory Committee and Mr. Conallen stated affirmatively. They have all the up to date information that we have. The Chairman and Vice Chairman have been very open about how they want this land turned over. On motion duly made and seconded, the following Resolution was approved and is recommended to the Board for adoption: Engineering Services for Remedial Investigation for New Jersey Sites Contract No. WW Walt Whitman Bridge Boiler Replacement Mr. Venuto stated that staff is seeking authorization to negotiate a construction contract with Kaser Mechanical, LLC to perform removal and replacement of the existing steam boiler and heat exchangers at the Walt Whitman Bridge Administration Building in the amount of $474, He stated that the existing steam boilers and heat exchangers were last replaced in 1985 and the boilers have been repaired in Mr. Venuto said that since the last repair, the boilers and heat exchangers have deteriorated and have exceeded their life expectancy. The project was publicly advertised and twelve (12) sets of bids were sold with five (5) bids received. He said that staff evaluated the bids and Kaser Mechanical is the low responsive and responsible bidder. On motion duly made and seconded, the following Resolution was approved and is recommended to the Board for adoption: Contract No. WW Walt Whitman Bridge Boiler Replacement Federal Transit Administration Section 5307/5340 Grant Application Mr. Shanahan stated that staff requested approval to prepare an application to the Federal Transit Administration for Sections 5307/340 funds in the amount of $4,453, for PATCO Capital improvements having a total planned project cost of $5,566, He said that the DRPA Commission authorizes the non-federal matching share which must be provided by the Authority Page 2 of 6

69 in the amount of $1,113, or 20% of the total. Mr. Shanahan stated that funds will be advanced for four Capital Projects: Rebuild PATCO Cars; Embankment Restoration; Preventive Maintenance; and Transit Enhancements. On motion duly made and seconded, the following Resolution was approved and is recommended to the Board for adoption: Federal Transit Administration Section 5307/5340 Grant Application Federal Transit Administration Section 5337 Grant Application (formerly 5309) Mr. Shanahan stated that staff requested approval to prepare an application to the Federal Transit Administration for Section 5337 funds (formerly 5309 funds) in the amount of $7,972, for PATCO Capital improvements having a total planned project cost of $9,965, He stated that the DRPA Commission authorizes the non-federal matching share which must be provided by the Authority in the amount of $1,993, or 20% of the total. Mr. Shanahan stated that funds will be advanced for five Capital Projects: Smoke and Fire Control; Lindenwold Yard Tie Renewal/Overall Improvements; Install Elevators at PATCO Stations; Center Tower, SCADA; and Viaduct Rehab. On motion duly made and seconded, the following Resolution was approved and is recommended to the Board for adoption: Federal Transit Administration Section 5337 Grant Application (formerly 5309) PARTSWG Contract Intelligence Analyst Resolution and Contract Extension Mr. Shanahan stated that staff requested approval to revise Resolution DRPA , PARTSWG Contract Intelligence Analyst to change the contract end date on the Resolution and in the contract from December 31, 2013 to a date up to the statutory grant expiration date of September 31, He said that this will allow for the extension to the grant performance period as provided by FEMA. On motion duly made and seconded, the following Resolution was approved and is recommended to the Board for adoption: PARTSWG Contract Intelligence Analyst Resolution and Contract Extension Delaware Avenue Extension Project Right of Entry Mr. Pulte stated that staff requested approval to enter into a Right of Entry and Indemnification Agreement with Buckley and Company, Inc. He said that this right to enter upon the easement property in the vicinity of the Betsy Ross Bridge facility to perform construction services for highway improvements related to an extension of North Delaware Avenue. Mr. Pulte stated that DRPA granted the City of Philadelphia a Deed of Easement on June 5, 2012 to lay, construct, maintain, expand, modify and repair highway improvements including but not limited to construction of an extension of North Delaware Avenue in the vicinity of the Betsy Ross Bridge Page 3 of 6

70 facility. He said that this agreement will expire two (2) years from the date of the agreement or earlier. On motion duly made and seconded, the following Resolution was approved and is recommended to the Board for adoption: Delaware Avenue Extension Project Right of Entry Additional Hours Loss Control and Safety Service Hours to be Provided by Aon Ms. Brown stated that staff is seeking authorization to increase the annual bank of loss control and safety services hours to be provided by Aon Risk Services Central (Aon) for the Authority s construction projects, in an amount not to exceed 400 hours at an hourly rate of $ She said that the value of the 400 hours shall not exceed $50, Ms. Brown stated that the contract term is August 16, 2013 through August 16, Ms. Brown explained that in August we entered into a two (2) year contract with Aon. Each year was to include 1400 annually for the loss control and safety services. We are now in the second year and we will have the option to extend for an additional year or do another RFP. We are carefully engineering the projects monitored by this group on a monthly basis. This group provides onsite inspection and safety testing on the projects. We have carefully reviewed the hours and on two projects the hours were more than we expected. We have shuffled hours on some projects from Aon to in-house PATCO safety staff and DRPA safety staff. They are now requesting additional hours not to exceed 400 supplementary hours. There will be an addendum to the original contract as there are 483 hours left. There will be a meeting with Aon to discusse a third year and how that should look in terms of hours and staffing. If a resolution cannot be reached with Aon, we will look to go out with an RFP. Chairman Sasso stated that Ms. Brown should make it very clear to Aon that we are serious about the safety. Commissioner Kichline inquired as to how we use the hours. Ms. Brown stated that we had wanted two (2) full time inspectors but we are down to one (1) full time inspector. Chairman Sasso stated that this is the first time we have used Aon as we had Graham previously. Graham did not facilitate the transition over to Aon and prohibited us from sharing information with Aon based upon the confidentiality of its proprietary documents. Commissioner Kichline asked if the Authority was satisfied with Aon. Ms. Brown answered affirmatively. She stated that this is the second year that we have come back for additional hours. Graham told us that we could not use their materials and issued a cease and desist letter which caused us to add hours last year. We will not have this problem again as the Aon materials belong to the DRPA. On motion duly made and seconded, the following Resolution was approved and is recommended to the Board for adoption: Additional Hours Loss Control and Safety Service Hours to be Provided by Aon Page 4 of 6

71 Auto Parts Contract for DRPA and PATCO Mr. Pulte stated that staff is seeking authorization to negotiate a one (1) year contract with Uni- Select USA Inc. d/b/a Fleet Parts for the purchase of aftermarket automotive parts for the DRPA and PATCO in the amount of $165, He stated that this supply contract is to purchase auto parts to support the fleet operations of DRPA and PATCO at the lowest overall cost available and to maintain an adequate inventory of auto parts. Mr. Pulte stated that the auto part contract is purchased under New Jersey State Contract #T On motion duly made and seconded, the following Resolution was approved and is recommended to the Board for adoption: Auto Parts Contract for DRPA and PATCO General Discussion (Non-Voting Items) Change Order/Supplement Update Contract No. WW Walt Whitman Bridge Suspension Span Deck Replacement Mr. Venuto stated that this is Change Order No. 6. The original contract amount is $128,085,778. He explained the contract contained a line item for material price adjustments. We did not have many material price adjustments and this Change Order will utilize $638,559 of the line item for quantity overruns on four (4) existing contract items, as well as the addition of six (6) new items of work. Mr. Venuto explained the proposed changes. Commissioner Frattali stated that the project was under budget. Mr. Venuto replied that we are working off of the original budget. Chairman Sasso stated that he and Mr. Venuto had an indepth discussion about this project. Commissioner Kichline inquired as to who does the calculations on the quantities for the project. Mr. Venuto stated that our design engineer consultant does the calculations and they made the wrong calculations. He continued to state that in a case like this, if they had the correct calculations, we would have paid for it anyway and we felt we had a fair and reasonable price. Mr. Hanson stated that this impacts our plans and will we take this consultant s work into consideration in the future. Mr. Venuto confirmed. It depends on a ranking and a lot of it is based on the team we are working with and the project. Chairman Sasso stated given feedback on it, this consultant s error will reflect on their evaluation for future projects. He asked that we make sure to keeping a record of this. Mr. Venuto stated that there are other minor projects still to be completed, such as repainting the barrier eastbound. He stated that the lanes have been narrowed and there are markings on it from vehicles. Contract No. PATCO PATCO Radio System Upgrade to 800 MHz Mr. Venuto stated that the original contract amount is $3,188, of which $200,000 is allocated for Site Coordination and Conditions. This Change Order provides for the addition of two (2) new items of work to install three (3) new consoles in Central Communications at Benjamin Franklin Bridge and move three (3) existing consoles from Central Communications to PATCO Center Tower. Mr. Venuto stated that $114, will be allocated from the project Site Coordination and Conditions. Page 5 of 6

72 New Jersey Transit Flagging Services Mr. Venuto stated we need flagging services and have contracted them in the past on a case-bycase basis. We are now asking that we approve New Jersey Transit for our flagging services going forward. We wanted to report that the flagging contract has expired and we have $500,000 remaining under this contract. We do believe the remaining money will take us to the end of the year. Mr. Venuto stated that we are not asking for additional funding. Spending Tracking Mr. Venuto stated that he did not have the figures at this time, but will have them for the Board meeting. Chairman Sasso called for a motion to go into Executive Session. He said that the decisions made in Executive Session will be made public when the issues are resolved. Upon motion duly made and seconded, the Committee moved into Executive Session. There being no further business, on motion duly made and seconded, the meeting was adjourned. Page 6 of 6

73 SUMMARY STATEMENT ITEM NO.: DRPA COMMITTEE: SUBJECT: Engineering Services for Remedial Investigation for New Jersey Sites Operations & Maintenance COMMITTEE MEETING DATE: March 5, 2014 BOARD ACTION DATE: March 19, 2014 PROPOSAL: That the Board authorizes staff to negotiate an agreement with Brinkerhoff Environmental Services, Inc. to provide Engineering Services for the Remedial Investigation for New Jersey Sites. Amount: $489, Consultant: Other Consultants: Brinkerhoff Environmental Services, Inc Atlantic Avenue Manasquan, NJ Hatch Mott MacDonald Woodard & Curran Pennoni Associates, Inc. Engineers Estimate: $2,510, PURPOSE: The purpose of the project is to conduct remedial investigations at seven (7) sites: Former U-Haul Store #81357, PATCO Administrative Office and Maintenance Facility, Former Trailways / Greyhound Facility, Former Fantasy Showbar, Former Four Winds Motor Lodge, Former Nelson Leasing, and Former Oasis Hotel. BACKGROUND: The seven project sites are owned by the DRPA. This project will include the completion of Remedial Investigation activities, development of technically accurate and complete Remedial Investigation Reports (RIRs) and Remedial Action Workplans (RAWs), and development of Construction Contract Documents which will be used by contractors to perform the remediation contracting work. The Authority publicly advertised its intent to retain a consultant and invited interested firms to submit Statements of Qualifications. Nine (9) firms responded with Statements of Qualifications on July 10,

74 SUMMARY STATEMENT Engineering Services for O&M March 5, 2014 Remedial Investigation for New Jersey Sites Five (5) firms were deemed qualified and were sent a formal Request for Proposal. A review committee of four (4) staff engineers evaluated the Proposals on the basis of Technical merit. Brinkerhoff Environmental Services, Inc. was the highest technically ranked firm. The proposed Project Director has over 34 years experience with LSRP services, soil and groundwater investigations, and preparing contract documents for bidding purposes. Brinkerhoff Environmental Services, Inc. s team has many years experience with remedial investigations, remedial action workplans, and development of contract documents similar to those required for this contract. Overall, the team assembled by Brinkerhoff Environmental Services, Inc. was found to possess the necessary experience and qualifications to successfully complete the project. In accordance with the Delaware River Port Authority s qualification based selection procedure, the Price Proposal was evaluated against the Engineer s Estimate and that of other recommended firms. Based on this evaluation and subsequent negotiation, Brinkerhoff Environmental Services, Inc. s price was determined to be fair and reasonable. It is recommended that an engineering services agreement be negotiated with Brinkerhoff Environmental Services, Inc. for the costs and associated fees not to exceed $489, to provide engineering services in accordance with the Request for Proposal. SUMMARY: Amount: $489, Source of Funds: 2013 Revenue Bonds Capital Project #: OP1302 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 7 months Other Parties Involved: N/A Estimated Number of Jobs Supported: 2

75 DRPA Operations & Maintenance Committee: March 5, 2014 Board Date: March 19, 2014 Engineering Services for Remedial Investigation for New Jersey Sites RESOLUTION RESOLVED: RESOLVED: That the Board of Commissioners of the Delaware River Port Authority accepts the Proposal of Brinkerhoff Environmental Services, Inc. to provide Engineering Services for Remedial Investigation for New Jersey Sites and that the proper officers of the Authority be and hereby are authorized to negotiate an Agreement with Brinkerhoff Environmental Services, Inc. for an amount not to exceed $489,379.31, as per the attached Summary Statement; and be it further The Chairman, Vice Chairman and the Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the DRPA. If such agreements, contracts, or other documents have been approved by the Chairman, Vice Chairman and Chief Executive Officer and if thereafter either the Chairman or Vice Chairman is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA along with the Chief Executive Officer. If both the Chairman and Vice Chairman are absent or unavailable, and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of DRPA. SUMMARY: Amount: $489, Source of Funds: 2013 Revenue Bonds Capital Project #: OP1302 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 7 months Other Parties Involved: N/A Estimated Number of Jobs Supported: 2

76 MEMORANDUM DELAWARE RIVER PORT AUTHORITY of Pennsylvania & New Jersey TO: FROM: O&M Committee Members Michael P. Venuto, Director of Engineering/Chief Engineer, Engineering SUBJECT: Professional Service Selection for Engineering Services for Remedial Investigation for New Jersey Sites Technical Proposal Evaluation, Findings and Recommendation Report DATE: March 5, 2014 The Request for Qualifications (RFQs), which was posted on the Authority s web-site, invited consultants to submit Statements of Qualifications (SOQs). Nine (9) firms submitted SOQs on July 10, Policy 303a outlines the procedure for Request for Proposal selection of consultants by the Engineering Department. The SOQ evaluation serves as a method for developing a short list of firms to receive a Request for Proposal (RFP). The Review Committee evaluated the SOQ s and recommended soliciting Technical and sealed Price Proposals from the top ranked firms: Brinkerhoff Environmental Services, Inc., Buchart Horn, Inc., Hatch Mott MacDonald, Pennoni Associates, Inc., and Woodard & Curran. The short listed firms were sent a RFP on November 26, The Technical Proposals and separate sealed Price Proposals were received on December 23, 2013 from Brinkerhoff Environmental Services, Inc., Hatch Mott MacDonald, Pennoni Associates, Inc., and Woodard & Curran. The Review Committee, consisting of four (4) staff engineers, reviewed and evaluated the Technical Proposals. Brinkerhoff Environmental Services, Inc. was the highest technically ranked firm. The proposed Project Director has over 34 years experience with LSRP services, soil and groundwater investigations, and preparing contract documents for bidding purposes. Overall, the team assembled by Brinkerhoff Environmental Services, Inc. was found to possess the necessary experience and qualifications to successfully complete the project. The Review Committee recommended that the Price Proposal be opened and negotiations commence using other recommended firm s Price Proposals and the Engineer s Estimate in the amount of $2,510,323.20, as a guide. Price Proposals were opened on February 11, 2014.

77 Below are the Technical Proposal rankings, proposed hours and fees of the recommended firms, along with the Engineer s estimate of hours. Rank Firm Hours Original Price Negotiated Proposal Hours Fee Engineer s Estimate 9,366 $2,510, Brinkerhoff 3,349 $ 610, ,829 $489, Woodard & Curran 4,637 $ 745, Hatch Mott MacDonald 2,841 $ 466, The Price Proposal from the highest technically ranked firm, Brinkerhoff Environmental Services, Inc., dated December 23, 2013 was reviewed by Engineering Department staff. It was observed to be significantly lower than the Engineer s Estimate, but in line with the cost proposals submitted by the other recommended firms. Negotiations commenced which resulted in a final Price Proposal in an amount of $489, Based on the Review Committee s findings the Price Proposal of $489, has been determined to be fair and reasonable and therefore the committee recommends that an Engineering Services Agreement be issued to the highest technically ranked firm, Brinkerhoff Environmental Services, Inc. Based on a review of the Review Committee s evaluation and supporting documentation, I concur with the recommendation to engage Brinkerhoff Environmental Services, Inc. of Manasquan, NJ, in the amount of $489, for this Agreement. SRD:cdj

78 SUMMARY STATEMENT ITEM NO.: DRPA COMMITTEE: SUBJECT: Contract No. WW , Walt Whitman Bridge Boiler Replacement Operations & Maintenance COMMITTEE MEETING DATE: March 5, 2014 BOARD ACTION DATE: March 19, 2014 PROPOSAL: That the Board authorizes staff to negotiate a construction contract with the firm of Kaser Mechanical, LLC to perform the removal and replacement of the existing steam boilers and heat exchangers at the Walt Whitman Bridge Administration Building. Amount: $474, Contractor: Kaser Mechanical, LLC 49 Folwell Station Road Jobstown, NJ Other Bidders: Surety Mechanical Services $489, Falasca Mechanical $556, Fluidics, Inc. $563, Framan Mechanical NON-RESPONSIVE Engineers Estimate: $650, PURPOSE: BACKGROUND: To remove and replace the existing steam boilers and heat exchangers at the Walt Whitman Bridge Administration Building. The existing steam boilers and heat exchangers were last replaced in Since then the boilers and heat exchangers have been maintained and the boilers were repaired in Since the last repair project, the boilers and heat exchangers have deteriorated and surpassed their expected life and are now in need of being replaced. The project was publicly advertised and bid documents were offered to the public beginning on January 22, 2014 with a bid opening date of [February 19, Twelve (12) sets of documents were sold. A total of five (5) bids were received. The low responsive and responsible bid was submitted by Kaser Mechanical, LLC in the amount of $474,

79 SUMMARY STATEMENT O&M 3/5/2014 SUBJECT: Contract No. WW , Walt Whitman Bridge Boiler Replacement Staff has completed the evaluation of bids and recommends that the contract be awarded to Kaser Mechanical, LLC, in the amount of $474, as the low responsive and responsible bidder. SUMMARY: Amount: $474, Source of Funds: 2013 Revenue Bonds Capital Project #: WB1303 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 150 Calendar Days Other Parties Involved: N/A Estimated Number of Jobs Supported: 14

80 DRPA Operations & Maintenance Committee: March 5, 2014 Board Date: March 19, 2014 Contract No. WW , Walt Whitman Bridge Boiler Replacement RESOLUTION RESOLVED: RESOLVED: That the Board of Commissioners of the Delaware River Port Authority accepts the bid of $474, to replace the boilers and heat exchangers at the Walt Whitman Bridge Administration Building, and that the proper officers of the Authority be and hereby are authorized to negotiate a contract with Kaser Mechanical, LLC for the required work in an amount not to exceed $474,935.00, as per the attached Summary Statement; and be it further The Chairman, Vice Chairman and the Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the DRPA. If such agreements, contracts, or other documents have been approved by the Chairman, Vice Chairman and Chief Executive Officer and if thereafter either the Chairman or Vice Chairman is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA along with the Chief Executive Officer. If both the Chairman and Vice Chairman are absent or unavailable, and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of DRPA. SUMMARY: Amount: $474, Source of Funds: 2013 Revenue Bonds Capital Project #: WB1303 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 150 Calendar Days Other Parties Involved: N/A Estimated Number of Jobs Supported: 14

81 SUMMARY STATEMENT ITEM NO. DRPA SUBJECT: Federal Transit Administration Section 5307/5340 Grant Application COMMITTEE: Operations & Maintenance COMMITTEE MEETING DATE: March 5, 2014 BOARD ACTION DATE: March 19, 2014 PROPOSAL: PURPOSE: BACKGROUND: That the DRPA Commission authorizes staff to prepare an application to the Federal Transit Administration for Sections 5307/5340 funds in the amount of $4,453,599 for PATCO capital improvements having a total planned project cost of $5,566,999. Also, that the DRPA Commission authorize the non-federal matching share which must be provided by the authority in the amount of $1,113,400 or 20% of the total. To make application to the federal government for FY13 FTA capital funds for PATCO improvements in the amount of $4,453,599. These funds must be matched by the Authority in the amount of $1,113,400. The Federal Transit Administration Sections 5307/5340 program makes funds available to urbanized areas on the basis of a statutory formula. Federal Transit Law mandates that applications be advanced in relation to adopted regional programs for transportation improvements. This application contains programs which are part of the approved Transportation Improvement Program of the Delaware Valley Regional Planning Commission for FY13. Staff is now preparing an application which requests funding under 49 U.S.C. 5307/5340 for use in the advancement of four capital projects: 1. Rebuild PATCO Cars 2. Embankment Restoration 3. Preventive Maintenance 4. Transit Enhancements The accompanying resolution has been drawn to satisfy federal requirements concerning specific Board approvals which are necessary to the grant approval process.

82 SUMMARY STATEMENT O&M 3/5/2014 Federal Transit Administration Sections 5307/5340 Grant Application SUMMARY: Amount: $5,566,999 Source of Funds: Project Fund 20% $1,113,400 Capital Project #: PF0503; PF9903; PF1304 Master Plan Status: 2005 Update to Master Plan Other Fund Sources: Federal Transit Administration 80% $4,453,599 Duration of Contract: Grant Completion Other Parties Involved: Federal Transit Administration; DVRPC

83 DRPA Operations & Maintenance Committee: March 5, 2014 Board Date: March 19, 2014 Federal Transit Administration Grant Application Sections 5307/5340 RESOLUTION RESOLVED: RESOLVED: RESOLVED: That the appropriate officers of the Delaware River Port Authority be and are hereby authorized to execute and file an application in proper form on behalf of the Authority with the U.S. Department of Transportation, requesting financial assistance pursuant to 49 U.S.C. 5307/5340 in the amount of $4,453,599 and to expend such funds from FY13 appropriations; and be it further That the appropriate officers of the Authority be and hereby are authorized to negotiate an agreement to commit Authority funds in the amount of $1,113,400 and to expend such funds as a non-federal contribution to secure the federal grant; and be it further The Chair, Vice Chair and the Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the DRPA. If such agreements, contracts, or other documents have been approved by the Chair, Vice Chair and Chief Executive Officer and if thereafter either the Chair or Vice Chair is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA along with the Chief Executive Officer. If both the Chair and Vice Chair are absent or unavailable, and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of DRPA. SUMMARY: Amount: $5,566,999 Source of Funds: Project Fund 20% $1,113,400 Capital Project #: PF0503; PF9903; PF1304; Master Plan Status: 2005 Update to Master Plan Other Fund Sources: Federal Transit Administration 80% $4,453,599 Duration of Contract: Grant Completion Other Parties Involved: Federal Transit Administration; DVRPC

84 SUMMARY STATEMENT ITEM NO. DRPA SUBJECT: Federal Transit Administration Section 5337 Grant Application (formerly 5309) COMMITTEE: Operations & Maintenance COMMITTEE MEETING DATE: March 5, 2014 BOARD ACTION DATE: March 19, 2014 PROPOSAL: PURPOSE: BACKGROUND: That the DRPA Commission authorize staff to prepare an application to the Federal Transit Administration for Section 5337 funds (formerly 5309 funds) in the amount of $7,972,059 for PATCO capital improvements having a total planned project cost of $9,965,074. Also, that the DRPA Commission authorize the non-federal matching share which must be provided by the authority in the amount of $1,993,015 or 20% of the total. To make application to the federal government for FY13 FTA capital funds for PATCO improvements in the amount of $7,972,059. These funds must be matched by the Authority in the amount of $1,993,015. The Federal Transit Administration Section 5337 program makes funds available from previously agreed distributions within the Greater Philadelphia area. Federal Transit Law mandates that applications be advanced in relation to adopted regional programs for transportation improvements. This application contains programs which are part of the approved Transportation Improvement Program of the Delaware Valley Regional Planning Commission for FY13. Staff is now preparing an application which requests funding under 49 U.S.C for use in the advancement of five capital projects: 1. Smoke and Fire Control 2. Lindenwold Yard Tie Renewal/Overall Improvements 3. Install Elevators at PATCO Stations 4. Center Tower/SCADA 5. Viaduct Rehab The accompanying resolution has been drawn to satisfy federal requirements concerning specific Board approvals which are necessary to the grant approval process.

85 SUMMARY STATEMENT O&M 3/5/2014 Federal Transit Administration Section 5337 Grant Application SUMMARY: Amount: $9,965,074 Source of Funds: Project Fund 20% $1,993,015 Capital Project #: PF1001; PF1202; PF0910; PF1302 Master Plan Status: 2005 Update to Master Plan Other Fund Sources: Federal Transit Administration 80% $7,972,059 Duration of Contract: Grant Completion Other Parties Involved: Federal Transit Administration; DVRPC

86 DRPA Operations & Maintenance Committee: 5 March, 2014 Board Date: 19 March, 2014 Federal Transit Administration Grant Application Section 5337 (Formerly 5309) RESOLUTION RESOLVED: RESOLVED: RESOLVED: That the appropriate officers of the Delaware River Port Authority be and hereby are authorized to execute and file an application in proper form on behalf of the Authority with the U.S. Department of Transportation, requesting financial assistance pursuant to 49 U.S.C (formerly 5309) in the amount of $7,972,059 and to expend such funds from FY13 appropriations; and be it further That the appropriate officers of the Authority be and hereby are authorized to negotiate an agreement to commit Authority funds in the amount of $1,993,015 and to expend such funds as a non-federal contribution to secure the federal grant; and be it further The Chair, Vice Chair and the Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the DRPA. If such agreements, contracts, or other documents have been approved by the Chair, Vice Chair and Chief Executive Officer and if thereafter either the Chair or Vice Chair is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA along with the Chief Executive Officer. If both the Chair and Vice Chair are absent or unavailable, and if it is necessary, to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of DRPA. SUMMARY: Amount: $9,965,074 Source of Funds: Project Fund 20% $1,993,015 Capital Project #: PF1001; PF1202; PD0910; PF1302 Master Plan Status: 2005 Update to Master Plan Other Fund Sources: Federal Transit Administration 80% $7,972,059 Duration of Contract: Grant Completion Other Parties Involved: Federal Transit Administration; DVRPC

87 SUMMARY STATEMENT ITEM NO.: DRPA COMMITTEE: SUBJECT: PARTSWG Contract Intelligence Analyst Resolution and Contract Extension Operations & Maintenance COMMITTEE MEETING DATE: March 5, 2014 BOARD ACTION DATE: March 19, 2014 PROPOSAL: PURPOSE: That the DRPA Commission authorize a revision to Resolution DRPA , PARTSWG Contract Intelligence Analyst, to change the contract end date on the resolution and in the contract from December 31, 2013 to a date up to the statutory grant expiration date of September 31, To allow for extensions to the grant performance period as provided by FEMA BACKGROUND: The Transit Security Grant Program (TSGP) provides grant funding to the nation s key high-threat urban areas to enhance security measures for their critical transit infrastructure including bus, ferry and rail systems. It is one of six grant programs that constitute the Department of Homeland Security (DHS) transportation infrastructure security activities. These grant programs are part of a comprehensive set of measures authorized by Congress and implemented by the Administration to help strengthen the nation s critical infrastructure against risks associated with potential terrorist attacks. The TSGP is an important component of the Department s effort to enhance the security of the Nation s critical infrastructure. The program provides funds to owners and operators of transit systems (which include intra-city bus, commuter bus, and all forms of passenger rail) to protect critical surface transportation infrastructure and the traveling public from acts of terrorism, major disasters, and other emergencies. The Philadelphia Region encompasses Southeastern Pennsylvania, Southern New Jersey, and a portion of Delaware. The Philadelphia Region is considered a Tier I region, that is it receives the highest priority for these federal grants. The Philadelphia Area Regional Transit Security Working Group (PARTSWG) is comprised of

88 SUMMARY STATEMENT PARTSWG Contract Intelligence Analyst O&M 3/5/14 Resolution and Contract Extension recipient representatives of DRPA/PATCO, SEPTA, DART, and NJT. The DRPA has been the chair of the working group since its inception in 2005 and has been applying for all regional projects and forwarding purchase orders to PEMA on behalf of the region. The PARSTWG votes to share projects as a regional effort. This status as a regional project often allows DRPA/PATCO to receive aid in the area which it would not have qualified for alone. Additionally, since the DRPA is administering these regional projects, the agency is eligible for the Management and Administration portion of these grants. The original resolution supported the staffing of a transit desk or transit bureau at the Delaware Valley Intelligence Center DVIC by providing the necessary trained homeland security intelligence analysts for the regional transit agencies which are signatories to the PARTSWG. This amendment to the resolution and contract allows the project to continue through the current extension period and any future extensions as granted by FEMA. SUMMARY: Amount: N/A Source of Funds: N/A Capital Project# N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 09/31/2015 Other Parties Involved: FEMA, TSA, DHS

89 DRPA Operations & Maintenance Committee: March 5, 2014 Board Date: March 19, 2014 PARTSWG Contract Intelligence Analyst Resolution and Contract Extension RESOLUTION RESOLVED: That the Commission of the Delaware River Port Authority authorize a revision to Resolution DRPA , PARTSWG Contract Intelligence Analyst, to change the contract end date on the resolution and contract from December 31, 2013 to a date up to the statutory grant expiration date of September 31, RESOLVED: SUMMARY: The Chair, Vice Chair and the Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the DRPA. If such agreements, contracts, or other documents have been approved by the Chair, Vice Chair and Chief Executive Officer and if thereafter either the Chair or Vice Chair is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA along with the Chief Executive Officer. If both the Chair and Vice Chair are absent or unavailable, and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of DRPA. Amount: N/A Source of Funds: N/A Capital Project #: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: 09/31/2015 Other Parties Involved: FEMA, DHS, TSA

90 SUMMARY STATEMENT ITEM NO.: DRPA SUBJECT: Delaware Avenue Extension Project Right of Entry and Indemnification Agreement COMMITTEE: Operations & Maintenance COMMITTEE MEETING DATE: March 5, 2014 BOARD ACTION DATE: March 19, 2014 PROPOSAL: PURPOSE: BACKGROUND: That the Board authorizes staff to enter into a Right of Entry and Indemnification Agreement with Buckley and Company, Inc., a construction contractor for the City of Philadelphia. To allow Buckley and Company, Inc. the right to enter upon the easement property in the vicinity of the Betsy Ross Bridge facility to perform construction services for highway improvements related to an extension of North Delaware Avenue. The DRPA granted the City of Philadelphia a Deed of Easement on June 5, 2012, (as authorized under Board Resolution DRPA on February 15, 2012) to lay, construct, maintain, expand, modify and repair highway improvements, including but not limited to construction of an extension of North Delaware Avenue in the vicinity of the Betsy Ross Bridge facility. Buckley and Company, Inc. is a construction contractor for the City of Philadelphia. The property will be available to Buckley and Company, its subcontractors, consultants, representatives, agents and employees for the purpose stated upon execution of the Right of Entry and Indemnification. This agreement, if approved, will expire two (2) years from the date of the agreement or earlier upon the completion of the project or earlier termination by the City or DRPA. SUMMARY: Amount: N/A Source of Funding: N/A Operating Budget: N/A Capital: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Right of Entry: Two (2) Years Other Parties Involved: N/A

91 DRPA Operations & Maintenance: March 5, 2014 Board Date: March 19, 2014 Delaware Avenue Extension Project Right of Entry and Indemnification Agreement RESOLUTION RESOLVED: RESOLVED: That the Board authorizes staff to enter into a Right of Entry and Indemnification Agreement with Buckley and Company, Inc., construction contractor for the City of Philadelphia. The Chairman, Vice Chairman and the President must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of DRPA and PATCO. If such agreements, contracts, or other documents have been approved by the Chairman, Vice Chairman and President and if thereafter, either the Chairman or Vice Chairman is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA and PATCO, along with the President. If both the Chairman and Vice Chairman are absent or unavailable, and if it is necessary to execute the said document(s), while they are absent or unavailable, then the President shall execute such document(s) on behalf of DRPA and PATCO. SUMMARY: Amount: N/A Source of Funding: N/A Operating Budget: N/A Capital: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Right of Entry: Two (2) Years Other Parties Involved: N/A

92 SUMMARY STATEMENT ITEM NO.: DRPA SUBJECT: Additional Hours Loss Control and Safety Service Hours to be Provided by Aon COMMITTEE: Operations & Maintenance COMMITTEE MEETING DATE: March 5, 2014 BOARD ACTION DATE: March 19, 2014 PROPOSAL: PURPOSE: BACKGROUND: That the Board authorizes staff to increase the annual bank of loss control and safety services hours to be provided by Aon Risk Services Central (Aon) for the Authority s construction projects, in an amount not to exceed 400 hours, at an hourly rate of $125. If approved, the value of the 400 hours shall not exceed $50,000. To increase the existing bank of hours (1,400 annually) for the loss control and safety services to be provided by Aon during balance of the 8/16/2013-8/16/2014 contract term. On August 1, 2012, the Board authorized staff to appoint a vendor to provide Loss Control and Safety Services for the Authority s construction projects. The Board further authorized staff to enter into an agreement with Aon. Pursuant to DRPA , the DRPA entered into a two-year agreement with Aon, effective August 16, The agreement provides an option for a third year, unilaterally exercisable by the DRPA at its sole discretion. The agreement provides for an annual bank of hours not-to-exceed 1,400, at a rate of $125 per hour. The annual fixed service fee per year was not to exceed $175,000 per year, and $250,000 for the two-year contract term. The Agreement also provides that all work product and deliverables developed by Aon shall become the sole property of the Authority. As of February 4, 2014, the number of hours expended by Aon for contract year 8/16/2013-8/16/2014 for the loss control safety services is During the Agreement term, Aon has conducted numerous site visits, reviewed safety plans, investigated incidents, attended prebid, pre-proposal, pre-construction, kick-off, progress meetings and

93 SUMMARY STATEMENT Additional Hours Loss Control and O&M Committee 3/5/2014 Safety Service Hours to be Provided by Aon safety meetings. This activity has left Aon with a balance of hours until the expiration date of the second year of the agreement, which is August 16, Staff expects increased site inspection activity on various projects including, the BF-21-E PATCO Track Rehabilitation and PATCO Escalator Replacement, among other projects. Staff recommends that the annual bank of hours for the agreement term August 16, 2013-August 16, 2014 will need to be increased by an amount not to exceed 400 hours, at $125/hour, for an amount not to exceed $50,000. SUMMARY: Amount: n-t-e 400 hours, at $125/hour, for Agreement term 8/16/2013-8/16/2014, in a n-t-e amount of $50,000 for Loss Control and Safety Services Source of Funds: Revenue Fund and General Fund (PATCO portion) Capital Project #: N/A Operating Budget: DRPA Risk Mgt. C/E #8 PATCO Admin. C/E Insurance & Claims Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: Aon Risk Services Central

94 DRPA Operations & Maintenance Committee: March 5, 2014 Board Date: March 19, 2014 Additional Hours Loss Hours Loss Control and Safety Service Hours to be Provided by Aon RESOLUTION RESOLVED: RESOLVED: RESOLVED: That the Board authorizes staff to increase the annual Loss Control and Safety Services hourly bank by 400 hours, increasing the total annual hours from 1,400 to 1,800 hours for the agreement term from 8/16/2013-8/16/2014; and be it further That the Board approves the hourly rate of $125 (n-t-e $50, 000) for agreement term the 8/16/2013-8/16/2014; and be it further The Chair, Vice Chair and the Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the DRPA. If such agreements, contracts, or other documents have been approved by the Chair, Vice Chair and Chief Executive Officer and if thereafter either the Chair or Vice Chair is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA along with the Chief Executive Officer. If both the Chair and Vice Chair are absent or unavailable and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of DRPA. SUMMARY: Amount: n-t-e additional 400 hours, at $125 /hour, for Agreement term 8/16/2013-8/16/2014, in an n-t-e amount of $50,000 for Loss Control and Safety Services Source of Funds: Revenue Fund and General Fund (PATCO portion) Capital Project #: N/A Operating Budget: DRPA Risk Mgt. C/E #8 PATCO Admin. C/E Insurance & Claims Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: Aon Risk Services Central

95 SUMMARY STATEMENT ITEM NO.: DRPA COMMITTEE: SUBJECT: Auto Parts Contract for DRPA and PATCO Operations and Maintenance COMMITTEE MEETING DATE: March 5, 2014 BOARD ACTION DATE: March 19, 2014 PROPOSAL: That the Board authorizes staff to negotiate a one (1) year contract with Uni- Select USA Inc. DBA Fleet Parts for the purchase of Aftermarket Automotive Parts for the DRPA and PATCO. (DRPA) Contractor: Uni- Select USA Inc. DBA Fleet Parts 901 North Lenola RD. Moorestown, NJ Amount: $140, (PATCO) Contractor: Uni- Select USA Inc. DBA Fleet Parts 901 North Lenola RD. Moorestown, NJ Amount: $25, PURPOSE: BACKGROUND: To negotiate a supply contract to purchase auto parts to support the fleet operations of DRPA and PATCO at the lowest overall cost available and to maintain an adequate inventory of auto parts. In an effort to obtain price discounts and benefits offered by national whole sale distributors of auto parts, the aftermarket automotive parts will be purchased under New Jersey State Contract #T The auto parts requirement for DRPA and PATCO is approximately $165, annually. SUMMARY: Amount: $165, Source of Funds: Revenue/ General Fund Capital Project #: N/A Operating Budget: 2014 Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: April 1, 2014 to March 31, 2015

96 DRPA Operations & Maintenance: March 5, 2014 Board Date: March 19, 2014 Auto Parts Contract for DRPA and PATCO RESOLUTION RESOLVED: RESOLVED: That the Board authorizes staff to negotiate a contract with Uni- Select USA Inc. DBA Fleet Parts for the purchase of Aftermarket Automotive Parts for the DRPA fleet operations for a period of one (1) year, for a total amount not-to-exceed $165,000.00; and be it further; The Chair, Vice Chair and the Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of DRPA and PATCO. If such agreements, contracts, or other documents have been approved by the Chair, Vice Chair and Chief Executive Officer, and if thereafter, either the Chair or Vice Chair is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA and PATCO, along with the Chief Executive Officer. If both the Chair and Vice Chair are absent or unavailable; and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of DRPA and PATCO. SUMMARY: Amount: $165, Source of Funds: Revenue/ General Fund Capital Project #: N/A Operating Budget: 2013 Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: April 1, 2014 to March 31, 2015

97 FINANCE

98 Delaware River Port Authority Telephonic Finance Committee Meeting Minutes Tuesday, February 18, 2014 Committee Members: Jeffrey L. Nash, Esquire, Chairman David F. Simon, Esquire, Vice Chairman Kathryn Cerulli, Esquire (McCord) Denise Mason Rick Taylor Others Present: Peter Simon, Assistant Counsel, NJ Gov. Authorities Unit Christine Wechsler Rayer, Esquire, Deputy General Counsel, PA Governor s Office John Hanson, Interim CEO and Chief Financial Officer Michael Conallen, Deputy Chief Executive Officer Toni Brown, Chief Administrative Officer Danielle McNichol, General Counsel and Corporate Secretary Kristen K. Mayock, Deputy General Counsel John Rink, PATCO General Manager James White, Director of Finance Tom Raftery, Inspector General Sheila Milner, Administrative Coordinator Elizabeth McGee, Administrative Coordinator Chairman Nash called the meeting to order. Chairman Nash asked the Corporate Secretary to call the roll. It was announced by the Corporate Secretary that there was a quorum. Chairman Nash stated that the agenda was going to be adjusted as Ms. Brown needed to leave for another meeting. He asked Ms. Brown to give her presentations. New PATCO Excess Workers Compensation & Employers Liability Insurance Ms. Brown stated that staff is seeking authorization to bind the new placement of a PATCO Excess Workers Compensation insurance policy with Safety National Casualty Corporation. She stated that this policy would be placed by our Broker/Consultant, Aon Risk Services. This policy is designed to reduce the Authority s exposure for catastrophic incidents in excess of the $1 million Self-Insured Retention for each accident. Ms. Brown explained that any claims that exceed $1M will be payable by the insurance company under this coverage. She stated that presently PATCO does not have such insurance for Workers Compensation. The broker solicited quotes and came back with two proposals for two separate rates:.29 cents per payroll or.69 cents per payroll at PATCO. She said that we get a calculated blended rate that matches each of the entity s premiums, but our broker recommended that we should have two separate policies. Ms. Brown stated that it was suggested that we get a policy for PATCO because of the inherent risk at PATCO. She said that we have been offered two options by Safety National. Page 1 of 5

99 One mirrors the policy we have in place at DRPA, which is what is being recommended to the Finance Committee. Ms. Brown said that the cost is $113,453, net of commission. The Inspector General has advised that Safety National has submitted the requisite forms. Vice Chairman Simon inquired whether management and the broker are recommending Option 1. Ms. Brown stated affirmatively as it would mirror what the DRPA has in place with a $25M Excess Workers Compensation limit. Vice Chairman Simon further inquired into the period of coverage. Ms. Brown stated that it was a one year policy which would begin at the end of the New Jersey Governor s veto period. She further stated that there was no renewal provision. She said that the Authority did explore a short term policy so that we would line up the policies, but the carrier was not able to do so. New DRPA/PATCO Law Enforcement Professional Liability Insurance Policy Ms. Brown stated that staff is seeking authorization to bind the new placement of a Law Enforcement Professional Liability Insurance Policy with Greenwich Insurance Company (XL). She stated that this policy would be placed by our Broker/Consultant, Aon Risk Services. Ms. Brown stated that this would be another new policy for the Authority. She stated that any claims of wrongful acts, alleged error or omission, negligent act, breach of duty while conducting jurisdictional activities are not covered by any policy. The Authority would be responsible for paying all claims. Ms. Brown stated the broker marketed it to ten (10) insurance carriers seven (7) declined, two (2) provided quotes and one (1) did not respond. Ms. Brown stated that Lexington s quote was $1M/$1M, as well as XL. She said that the Authority believes that the XL quote is the better of the two. Ms. Brown wanted to discuss the XL quote with the Committee and is recommending Option 2. XL is an admitted carrier in NJ and the policy is an occurrence form as compared to AIG, which is a claims-made form. She said that the AIG policy includes defense costs inside the limit of liability which provides a broader and more expansive coverage. The XL policy provides a pay on behalf form as opposed to an indemnity insuring agreement. Ms. Brown stated that XL s policy provides Line-of-Duty-Death coverage versus AIG, who could only offer a separate policy for an additional premium. She stated that XL will not agree to net out the 10% commission or $19,000. She said that the Authority has directed the broker to give us a credit. The broker has declined to recognize the credit going forward. Ms. Brown stated that this is new coverage and we should have to pay the commission. With regard to the excess workers compensation for PATCO, we are not being charged a commission. We receive a credit from AON for the next quarterly fee or we could allow AON to accept the commission. Another option would be to amend the contract which we could allow them to collect a commission. XL is absolutely the stronger quote of the two policies. Vice Chairman Simon asked if the recommendation is to accept XL, but the broker will not accept the credit, how can we go forward? Ms. Brown stated that we are looking for guidance from the Committee. If we pursue the best policy, it should be XL, but not under the terms that the broker is offering. Vice Chairman Simon stated that if we go with Lexington, which is more expensive, they are not insisting upon this commission issue? Ms. Brown stated no, just a claim made policy during the term, and as long a claim happens during the policy term there will be coverage under the occurrence form. Page 2 of 5

100 Chairman Nash asked if we have budgeted for the new costs associated with three new policies. Mr. White stated that we have not budgeted for them. They were pulled from the budget. Chairman Nash inquired as to the cost of the three new policies. Ms. Brown stated $500,000. Chairman Nash stated that is a sizable amount of money for these policies. Where is Finance going to get this money? Mr. White stated we would look to the payroll side of the budget and we will continue to track below budget. He said that there are also a number of items such as the PATCO Management Audit that will have an impact on the budget. Mr. Hanson added that there are salt costs which are going to impact the budget this year. Vice Chairman Simon stated that there may be a belief we will save money on coverage because of the potential liability. He said that the Excess Workers Compensation may be a higher priority than the other two. Which is more important to protect the Authority? Ms. Brown stated that the PATCO Excess Workers Compensation is the most critical due to the different types of claims. She said that of the remaining two, the next would be the Bridge Property Damage policy. We are currently at $500M and based on the HNTB study, we are looking at $711M of the replacement costs. In addition, there is the Law Enforcement policy. Chairman Nash stated that it did make sense to him. If we can hold off until next year, it would be a better option. He stated that he would like Finance to make a recommendation after evaluating these insurances. Mr. White stated that we may be able to find resources down the road, within three or four months and not have to wait a year. Ms. Brown stated that she would be coming back in a month or two to discuss OCIP, and extending that coverage. Chairman Nash asked Mr. Hanson if the administration was prepared to fund and do we have to work out the numbers now or later. Mr. Hanson stated that early in the year he was concerned about the effect of the harsh winter on the budget. He said that the Authority can fund it but asked what would we not fund in place of it. We do have some positions that are not filled, which should be filled. He said that he was concerned with PATCO. PATCO ran much closer to budget last year. PATCO has less open positions in discretionary areas. We can fund it, but it may be that coming down to the end of the year that we may have to make some changes. Mr. Hanson said that this probably means that positions that needed to be filled will not be filled. Vice Chairman Simon stated that lack of insurance coverage worries him. Chairman Nash asked Ms. Brown is she thought this was going to be a budgetary wash. Ms. Brown stated that it could be. Mr. Hanson said we certainly can fund it, but the money needs to come from somewhere as it was not budgeted. Chairman Nash stated that the Committee should move the P ATCO Excess Workers Compensation and hold off on the other two insurances. On motion duly made and seconded, the following Resolution was approved and is recommended to the Board for adoption: New PATCO Excess Workers Compensation & Employers Liability Insurance New Excess Property Limits DRPA Bridge Property Damage and Loss of Revenue Insurance Ms. Brown stated that staff is seeking authorization to bind the new placement of an Excess Property Policy with ACE Insurance Company. She stated that this policy would be placed by our Broker/Consultant, Aon Risk Services. She stated that this policy is designed to increase the Page 3 of 5

101 current total Bridge Property Damage and Loss of Toll Revenue Program insurance limits by an additional $100 million; increasing the total limit from $500 million to $600 million. Ms. Brown stated that this policy provides property insurance to reduce the DRPA s exposure to risk, insures against physical damage to the bridges and provides coverage for loss of toll revenues due to a covered loss. Summary of Healthcare Enrollment Statistics for PY2014 Ms. Brown wanted to provide a summary on the open enrollment for She said that the majority of employees are still in the Value Plan. Based on the additional weekly amounts, we still have a reduction. Ms. Brown said that the Authority has gone from 26 who were in the Value Plus Plan or 373 employees who were in the Value Plan in 2013 to 22 in the Value Plus Plan or 386 employees who have gone into the Value Plan for She stated that the Authority has a benefit of an opt out incentive. We have paid out at DRPA/PATCO $102,675 in opt out which has saved the Authority $1.1M in benefits which employees opted not to enroll in. The total number of employees this year at DRPA who have opted out is 40, which is down from 47 last year. The total number of employees this year at PATCO who have opted out is eight (8) which are down from nine (9) last year (summary attached). Ms. Brown stated that regarding the IUOE and Teamsters, it does not matter what tier of coverage they have with the Health & Welfare Fund. She said that it is substantially lower for four of the five tiers, and we have saved a substantial amount of money by having those employees covered under the Health & Welfare Fund. Ms. Brown continued with a summary of the retirees and what they have opted to do and what their enrollment looks like for She said that we are saving money by offering the opt out program to the retirees. Deposit of Funds to the DRPA Section 115 Irrevocable Trust for Other Post-Employment Benefits (OPEB) Mr. White stated that the Authority is looking to fund a portion of our $40M OPEB liability. Chairman Nash inquired as to whether the $40M liability represents current or future retirees? Mr. Hanson stated that the standard requires us to annually project actuarials. The $40M is an unfunded liability on our books for the past year. Chairman Nash wished to clarify if that amount represents existing employees whom the Authority expects to retire and not current retirees. Mr. White said we pay-go for our current retirees annually. Mr. Hanson stated that the liability is calculated on what is earned and what we pay for the retirees and subtract to get the net. Chairman Nash asked how many years are we backed up. Mr. White said that we started the first accrual of our liability in 2007/2008. We have not funded that since our first actuarial study was done. Chairman Nash asked what our sister agencies are doing. Mr. White stated that the Authority conducted an OPEB survey and we received responses from a number of agencies that they are funding their OBEP liabilities. He mentioned the Delaware River Bay Commission, Delaware River Joint Toll Bridge Commission and New Jersey Turnpike. Mr. Hanson cautioned fully funding an irrevocable trust, adding that the liability can change. Mr. White said that the New Jersey Turnpike Commission has a significant unfunded liability of approximately $1.1B. They have begun funding but it is unlikely that they will continue. Some of the agencies were funding and some were not. Mr. White stated that in the past year or two, we have done a number of things. In 2011, the Board adopted a Resolution authorizing negotiation of a contract with PNC. He said that before we could execute the contract we had to approve the employee retirement plans. We are now in a position to make an initial funding. We have been repeatedly asked by rating agencies and LOC banks what the Authority s plan is to fund the OPEB. He said Page 4 of 5

102 that once we reimburse the General Fund, we will look to make a determination and see if it is time to do an initial funding of $10M. Chairman Nash asked why $10M? Mr. White said it would be a good show of faith if we fund at 25% of our liability. Mr. Hanson reiterated the importance of this funding to our rating agencies and LOC banks. He added that 25% is the smallest number we can do which would be significant enough to get some traction with the LOC banks. It is a judgment call on our part. Ferry RFP Update Vice Chairman Simon stated that Mr. Pulte sent a written report regarding the status of the Ferry RFP. He stated that Cooper s Ferry and two other bidders came to the meeting. Mr. Hanson stated that Hornblower and Patriot Harbor Lines were the other two companies. In Kind Support of 2014 Community Initiatives Mr. Rink stated that staff is seeking authorization to provide in-kind services to support several community initiatives. He stated that these programs are held annually and in each case a Right of Entry Agreement including proof of insurance coverage and indemnification will be required. Mr. Rink stated that this is our annual in-kind services resolution to support initiatives that are scheduled in He said that we will have the appropriate Right of Entry Agreements and indemnifications. These are non-profit organizations: Boy/Cub Scouts, Camden Area Health Education Center, Collingswood Farmers Market, South Jersey Food Bank, Girl Scouts, Haddonfield Parking Lot, Haddonfield Y s Men s Club, Haddonfield Lions Club, Philabundance, and Variety s Old Newsboy s Day. We are seeking approval for these initiatives and the appropriate agreements will be prepared. Commissioner Taylor asked if this list has changed from last year and Mr. Rink stated that it has not changed from last year. On motion duly made and seconded, the following Resolution was approved and is recommended to the Board for adoption: In Kind Support of 2014 Community Initiatives Chairman Nash called for a motion to go into Executive Session. He said that the decisions made in Executive Session would be made public when the issues are resolved. Upon motion duly made and seconded, the Committee moved into Executive Session. There being no further business, on motion duly made and seconded, the meeting was adjourned. Page 5 of 5

103 MEMORANDUM TO: FROM: SUBJECT: Finance Committee Members Toni P. Brown, Chief Administrative Officer Plan Year 2014 Open Enrollment Summary/Retirees DATE: February 10, 2014 For your information, I am providing a summary of the Play Year 2014 medical and prescription plan elections for DRPA and PATCO retirees. We have two groups of retirees: (1) under age 65; and (2) 65+ retirees. The under 65 retirees are eligible to receive medical and prescription benefits under the same plans offered to active-benefit eligible employees, e.g., the Value and Value Plus Plans. The premium contribution schedule follows: DRPA & PATCO Under Age 65 Retirees 2014 Monthly Costs for Value and Value Plus Plans Under 65 Retiree/Dependent United Healthcare Value Plan United Healthcare Value Plus Plan Monthly monthly Single $65.00 $ $70.75 = $ Parent & Child $ $ $ = $ Parent & Children $ $ $ = $ Husband & Wife $ $ $ = $ Family $ $ $ = $

104 Under 65 Retiree Enrollment Summary 2014 Retirees Dependents Total DRPA PATCO TOTAL DRPA/PATCO 65+ Retirees/Spouses AARP/United Health Group Medicare Supplemental Plan 2014 Retirees Dependents Total DRPA PATCO TOTAL DRPA/PATCO 65+ Retirees/Spouses Horizon Medicare Part D Prescription Drug Plan 2014 Retirees Dependents Total DRPA PATCO TOTAL

105 Opt-Out Incentive Program Family or Parent/Children Medical Rx: $2,800; Medical Only (under age 55): $2,100 H/W or Parent/Child Medical & Rx: $2,000; Medical only (under age 55): $1,600 Single Medical & Rx: $1,000; Medical Only (under age 55): $ Summary Under 65 Retirees # Participants Total Opt-out Payments Cost of Benefits Savings 37 - DRPA $68, $796, $727, PATCO $6, $75, $69, Total 40 $75, $872, $797, Summary 65+ Retirees # Participants Total Opt-out Payments Cost of Benefits Savings 16 - DRPA $24,800 $114, $90, PATCO $11,800 $55,560 $43,760 Total - 25 $36,600 $170, $133, Grand Total: 65 $111, $1,042, $930,

106 MEMORANDUM TO: FROM: SUBJECT: Finance Committee Members Toni P. Brown, Chief Administrative Officer Plan Year Open Enrollment Summary/Benefit-Eligible Employees DATE: February 10, 2014 Below, please find a summary of the Plan Year 2014 medical and prescription plan elections for DRPA/PATCO active benefit-eligible employees. We offer benefit-eligible employees the following two medical plan options: Value and Value Plus Plans. For comparison purposes, I am including employee contribution schedules and enrollment data for PY Value Plan Enrollment Summary Employees who enroll in the Value Plan contribute 1.5% of their annual salary toward the overall premium for their coverage tier Tier # Participants/Monthly Premium Tier # Participants Single 95 ($883.71) Single 90 ($883.48) Parent/Child 24 ($1,564.17) Parent/Child 23 ($1,563.76) P/Children 14 ($1,564.17) P/Children 13 ($1,563.76) E E/Spouse 70 ($1,855.79) EE/Spouse 63 ($1,857.96) Family 183 ($2,611.36) Family 184 ($2,615.10) Total = 386 Total = 373 Value Plus Plan Premium Contribution Schedule This plan offers a richer OON benefit Single 1.5%+$10.22/week Single 1.5%+$16.33/week Parent/Child 1.5%+$18.09/week Parent/Child 1.5%+$28.89/week Parent/Children 1.5%+$18.09/week Parent/Children 1.5%+$28.89/week EE/Spouse 1.5%+$21.51/week EE/Spouse 1.5%+$34.28/week Family 1.5%+30.27/week Family 1.5%+48.24/week 1

107 Value Plus Plan Enrollment Summary Tier # Participants/Monthly Premium Tier # Participants Single 7 ($885.84) Single 9 ($886.14) Parent/Child 1 ($1,567.94) Parent/Child 0 ($1,568.47) P/Children 0 ($1,567.94) P/Children 0 ($1,568.47) EE/Spouse 7 ($1,860.26) EE/Spouse 6 ($1,863.55) Family 7 ($2,617.65) Family 11 ($2,622.98) Total = 22 Total = 26 Family or Parent/Children Medical & Rx: $2,700 H/W or Parent/Child Medical & Rx: $1,900 Single Medical & Rx: $900 Dental: $75 Vision: $25 Opt-Out Incentive Program 2014 Summary - DRPA # Participants Total Opt-Out Payments Cost of Benefits Savings 40 $102,675 $1,201, $1,098, Summary - DRPA # Participants Total Opt-Out Payments Cost of Benefits Savings 47 $108, $1,293, $1,184, Summary - PATCO # Participants Total Opt-Out Payments Cost of Benefits Savings 8 $18, $217, $198, Summary PATCO # Participants Total Opt-Out Payments Cost of Benefits Savings 9 $18, $215, $197,

108 Represented Employees The following represented employees receive their medical, Rx, dental and vision benefits through their respective Health & Welfare Funds. DRPA IUOE- Represented Employees Count Monthly Rate Monthly Total Annual Total 200 $1, $260, $3,121, Estimated IUOE Census, as of 2011 Single P/C P/Children H/W Family Total PATCO Teamster-Represented Employees Count Monthly Rate Monthly Total Annual Total 216 $1, $270, $3,242, Estimated Teamster Census, as of 2011 Single P/C P/Children H/W Family Total

109 Delaware River Port Authority Finance Committee Meeting Minutes Wednesday, March 5, 2014 Committee Members: Jeffrey L. Nash, Esquire, Chairman Walter D Alessio (via telephone) E. Frank DiAntonio Kathryn Cerulli, Esquire (McCord) (via telephone) Other Commissioners Richard Sweeney Charles Fentress Others Present: Peter Simon, Assistant Counsel, NJ Gov. Authorities Unit Christine Wechsler Rayer, Esquire, Deputy General Counsel, PA Governor s Office John Hanson, Interim Chief Executive Officer Michael Conallen, Deputy Chief Executive Officer Jim White, Acting Chief Financial Officer Danielle L. McNichol, General Counsel & Corporate Secretary (via telephone) Kristen K. Mayock, Deputy General Counsel Tim Pulte, Chief Operating Officer John Rink, PATCO General Manager Timothy Ireland, Director, Corporate Communications Tom Raftery, Inspector General Kevin LaMarca, Director, IS Ron Gilbert, Manager, Accounting Howard Korsen, Manager, Contract Administration Allen Sullivan, Auditor Mark Zitzler, Auditor Sheila Milner, Administrative Coordinator Elizabeth McGee, Administrative Coordinator Joe Quigley Chairman Nash called the meeting to order. Chairman Nash asked the Corporate Secretary s designee to call the roll. It was announced by the Corporate Secretary s designee that there was a quorum. GASB 45 (OPEB) Contribution Mr. White stated that DRPA staff will make deposits to the DRPA Section 115 Irrevocable Trust for Other Post-Employment Benefits (OPEB) beginning in He stated that this is subject to a $10M contribution. Chairman Nash stated that he wanted Mr. White to come back on Board day with a refined number. He further stated that Mr. White should address this with Chairman Page 1 of 4

110 Simon and send out a Summary Statement and Resolution on Monday prior to the Board meeting. On motion duly made and seconded, the following Resolution was approved and is recommended to the Board for adoption: GASB 45 (OPEB) Contribution PATCO Cares Program Mr. Rink stated that staff is seeking authorization to continue the PATCO Cares Program. He said that this program was initiated in It is intended to show that PATCO is a good neighbor to the towns along the PATCO line by allowing non-profit and charitable organizations that serve the local communities to occasionally use PATCO station lobbies to share information about their organizations. Mr. Rink stated that a staff person coordinates with the organization on station locations and logistics. On motion duly made and seconded, the following Resolution was approved and is recommended to the Board for adoption: PATCO Cares Program Promotion of PATCO to Students Mr. Rink stated that staff is seeking authorization to continue to promote PATCO ridership through special programs for students in He said that this program familiarizes students with PATCO. On motion duly made and seconded, the following Resolution was approved and is recommended to the Board for adoption: Promotion of PATCO to Students Industry, Historical and Technical Societies and Schools Touring PATCO Facilities Mr. Rink stated that staff is seeking authorization to allow tours of PATCO facilities to Industry, Peer Groups, Historical and Technical Societies and Schools in He said that this program promotes the exchange of information about Transit Car Technology and Maintenance and Repair activities. Mr. Rink stated that the initiative had been approved by the Board as PATCO He said that it is recommended that PATCO provide these tours in 2014 on an asrequested basis when convenient and safe for staff to provide. On motion duly made and seconded, the following Resolution was approved and is recommended to the Board for adoption: Industry, Historical and Technical Societies and Schools Touring PATCO Facilities Page 2 of 4

111 Storage and Backup Upgrades Mr. LaMarca stated that staff is seeking authorization to negotiate a contract with eplus Technology, Inc. for the procurement and installation of new components for the Hewlett Packard Storage Area Network (SAN) and backup/restore environment in the amount of $285, He said that this purchase is provided with pricing under the State of New Jersey WSCA Contract # Mr. LaMarca stated that the new components will support the Authority s critical application for the next five (5) years and will allow the Authority to be in a good position for future expansion. On motion duly made and seconded, the following Resolution was approved and is recommended to the Board for adoption: Storage and Backup Upgrades Hewlett-Packard Maintenance Agreement Mr. LaMarca stated that staff is seeking authorization to negotiate a one (1) year contract with Hewlett-Packard Company for the procurement of a hardware and software maintenance agreement in the amount of $143, He said that this purchase is provided with pricing under the New Jersey State Contract WCA # Mr. LaMarca stated that Authority will be provided hardware and software maintenance in support of the critical systems such as Banner, Computer Aided Dispatch, Fleet, Toll and data security. On motion duly made and seconded, the following Resolution was approved and is recommended to the Board for adoption: Hewlett-Packard Maintenance Agreement PATCO Car Video Integration Mr. LaMarca that staff is seeking authorization to negotiate a contract with Schneider Electric, Inc. in an amount not to exceed $188, for software and licensing to integrate the video from the new PATCO cars. This purchase is provided with pricing under GSA Contract #GS- 07F-7851C and Pennsylvania Co-Stars Contract # He said that this contract will provide the Authority with new components to support the Authority s critical applications. On motion duly made and seconded, the following Resolution was approved and is recommended to the Board for adoption: PATCO Car Video Integration General Discussion (Non-Voting Item) ERP Project Update Mr. LaMarca provided an update on the the Enterprise Resource Planning (ERP) project started about a year ago. He explained that the ERP is intended to replace our aging information technology systems. He said that the consultant met with business units to prepare high-level process maps and gather our functional requirements. In October an RFP went out and a selection team reviewed proposals. The selection team consisted of individuals from areas of the Page 3 of 4

112 DRPA including PATCO and DRPA Finance, Bridge Operations, PATCO Equipment, Human Resources, PATCO Fare Collection, Fleet, Purchasing and Information Services. He said that we will be seeking Board approval in April or May and will begin the project in June. Mr. White stated that he is also on the Committee. He said that they are moving through the process and it going well. Chairman Nash called for a motion to go into Executive Session. He said that the decisions made in Executive Session will be made public when the issues are resolved. Upon motion duly made and seconded, the Committee moved into Executive Session. Chairman Nash asked for a motion to close Executive Session and a motion to reopen the committee s Public Session. Upon motions duly made and seconded, the Committee moved back into open session. Patriot Harbor Lines, LLC to Provide Ferry Operations Mr. Pulte stated that only one reply was received in response to the RFP for Ferry services and it was from Patriot Harbor Lines, LLC. He requested consideration of the proposal and authorization to negotiate a contract with Patriot Harbor Lines to provide Ferry services. Patriot Harbor Lines proposed a two (2) year management agreement commencing April 1, Their management fee is $600,000 for 2014 and $624,000 for There is a renewal option of $648,000 for All ticket revenue will go to the DRPA. Patriot Harbor Lines proposal is based on up to twenty (20) concerts per season. Should there be more than twenty (20) concerts per season, their proposal is that the DRPA will reimburse Patriot Harbor Lines at a rate of $350 per hour for crew costs, support services and DRPA police costs. On motion duly made and seconded, the following Resolution was approved and is recommended to the Board for adoption: Patriot Harbor Lines, LLC to Provide Ferry Operations There being no further business, on motion duly made and seconded, the meeting was adjourned. Page 4 of 4

113 SUMMARY STATEMENT ITEM NO.: DRPA COMMITTEE: SUBJECT: Storage and Backup Upgrades Finance Committee COMMITTEE MEETING DATE: March 5, 2014 BOARD ACTION DATE: March 19, 2014 PROPOSAL: PURPOSE: BACKGROUND: That the Board authorizes staff to negotiate a contract with eplus Technology, Inc., for an amount not to exceed $285, for the procurement and installation of new components for the Hewlett Packard Storage Area Network (SAN) and backup/restore environment. This purchase is provided with pricing under the State of New Jersey WSCA Contract # To provide the Authority with new components to support the Authority s critical applications. In 2004, the DRPA entered into an agreement to purchase a Hewlett Packard (HP) storage area network. Prior to that purchase, all Authority data was being stored and managed using direct attached storage on each individual server. This method was very inefficient and ineffective both from a cost and management perspective. By purchasing the SAN we were able to consolidate our data thereby improving the management of our storage in addition to streamlining our backup and restore capabilities. At this time, some of the equipment has outlived its useful life and it is now necessary to refresh some of that equipment. As the current equipment ages, maintenance and individual component replacement costs are increasing dramatically every year. Because of the obvious criticality in maintaining a working and viable storage and backup network the Authority must proceed with this necessary upgrade. The upgrade will supply the Authority with the latest hardware and software components, provide improved redundancy of its critical data and drastically reduce support costs over the next five (5) years. It will also put us in a good position for future expansion.

114 SUMMARY STATEMENT -2- Storage and Backup Upgrades Finance 3/5/14 Staff therefore recommends, negotiating a contract with eplus Technology, Inc., who have supplied pricing under the State of New Jersey WSCA Contract #70262 for an amount not to exceed $285, for the procurement and installation of new components for the Hewlett Packard Storage Area Network (SAN) and backup/restore environment. SUMMARY: Amount: $285, Source of Funds: 2013 Revenue Bonds Capital Project #: TE1403 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A

115 DRPA Finance Committee: March 5, 2014 Board Date: March 19, 2014 Storage and Backup Upgrades RESOLUTION RESOLVED: RESOLVED: That the Board authorizes staff to negotiate a contract with eplus Technology for an amount not to exceed $285, for the procurement and installation of new components for the Hewlett Packard Storage Area Network (SAN) and backup/restore environment; and be it further The Chair, Vice Chair and the Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the DRPA. If such agreements, contracts, or other documents have been approved by the Chair, Vice Chair and Chief Executive Officer and if thereafter either the Chair or Vice Chair is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA along with the Chief Executive Officer. If both the Chair and Vice Chair are absent or unavailable, and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of DRPA. SUMMARY: Amount: $285, Source of Funds: 2013 Revenue Bonds Capital Project #: TE1403 Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A

116 SUMMARY STATEMENT ITEM NO.: DRPA SUBJECT: Hewlett-Packard Maintenance Agreement COMMITTEE: Finance COMMITTEE MEETING DATE: March 5, 2014 BOARD ACTION DATE: March 19, 2014 PROPOSAL: PURPOSE: BACKGROUND: That the Board authorizes staff to negotiate a 1 year contract with Hewlett-Packard (HP) Company for an amount not to exceed $143, for the procurement of a hardware and software maintenance agreement. This purchase is provided with pricing under the New Jersey State Contract WSCA # To provide the Delaware River Port Authority with hardware and software maintenance in support of our critical systems such as Banner, Computer Aided Dispatch, Fleet, Toll and data security. In order to increase performance and availability of our critical applications and servers it is necessary to enter into an agreement with HP. This agreement provides the DRPA with comprehensive, consistent hardware and software services. It allows us to work with HP services engineers to deliver onsite hardware support and over-the-phone software support around the clock 365 days per year. With these services we improve our systems uptime with responsive hardware and software services with a 24x7 availability. Other services include the following: Service-level management includes assigned account manager with planning meetings, quarterly reviews and technical service engagements Availability management system health check assessments Configuration, change and release management semi-annual patch analysis and management and firmware update recommendations Incident and problem management

117 SUMMARY STATEMENT (2) Hewlett-Packard Maintenance Agreement Finance 3/5/14 Staff therefore recommends negotiating a contract with Hewlett-Packard Company for an amount not to exceed $143, for the procurement of a hardware and software maintenance agreement. SUMMARY: Amount: $143, Source of Funds: Revenue Fund Capital Project #: N/A Operating Budget: 2014 CE6 Repairs and Maintenance Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: June 1, 2014 through May 31, 2015 Other Parties Involved: N/A

118 DRPA Finance Committee: March 5, 2014 Board: March 19, 2014 Hewlett-Packard Maintenance Agreement RESOLUTION RESOLVED: RESOLVED: That the Board authorizes staff to negotiate a 1 year contract with Hewlett-Packard (HP) Company for an amount not to exceed $143, for the procurement of hardware and software maintenance agreement. This purchase is provided with pricing under the New Jersey State Contract WSCA # The Chair, Vice Chair and the Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the DRPA. If such agreements, contracts, or other documents have been approved by the Chair, Vice Chair and Chief Executive Officer and if thereafter either the Chair or Vice Chair is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA along with the Chief Executive Officer. If both the Chair and Vice Chair are absent or unavailable, and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of DRPA. SUMMARY: Amount: $143, Source of Funds: Revenue Fund Capital Project #: N/A Operating Budget: 2014 CE6 Repairs and Maintenance Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: June 1, 2014 through May 31, 2015 Other Parties Involved: N/A

119 SUMMARY STATEMENT ITEM NO.: DRPA COMMITTEE: RiverLink Ferry Operations Finance COMMITTEE MEETING DATE: March 5, 2014 BOARD ACTION DATE: March 19, 2014 PROPOSAL: That the Board of Commissioners of the Delaware River Port Authorize authorize staff to negotiate a contract with Patriot Harbor Lines, LLC, to operate the RiverLink Ferry for a period of two (2) years with an option to renew for one (1) additional year and to authorize an increase in the 2014 RiverLink Ferry budget in the amount of $600, in order to meet the financial obligations under the contract. Amount: 2014 $600, $624, $648,000 (If third year option is exercised) Operator: Patriot Harbor Lines, LLC 3511 Silverside Road, Suite 105 Wilmington, DE PURPOSE: BACKGROUND: To operate all aspects of the RiverLink Ferry System (RLFS), including but not limited to ferry service, customer support, and marketing for a two-year contract period and 2015, with an option to renew for one (1) additional year. The Delaware River Port Authority (DRPA) owns a double-ended ferry, the Freedom, that operates seasonally for recreational purposes between docks at Penn s Landing in Philadelphia, Pennsylvania and Wiggins Park in Camden, New Jersey. The ferry system is marketed under the name RiverLink Ferry System. Currently, DRPA does not have an Operator for the RiverLink Ferry and a request for proposal was posted to DRPA s website on February 4, A mandatory pre-proposal meeting was held on Tuesday, February 18, 2014 and a mandatory walk-through and site visit was held after the meeting. Patriot Harbor Lines, LLC was the sole respondent to the RFP. Staff has reviewed the proposal and recommends that the contract be awarded to Patriot Harbor Lines, LLC.

120 SUMMARY STATEMENT (2) RiverLink Ferry Operations Finance 03/19/2014 SUMMARY: Amount: $600, $624, $648, (if third year option is exercised) Source of Funds: General Funds Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A

121 DRPA Finance Committee: March 5, 2014 Board Date: March 19, 2014 RiverLink Ferry Operations RESOLUTION RESOLVED: RESOLVED: That the Board of Commissioners of the Delaware River Port Authority authorize staff to negotiate a contract with Patriot Harbor Lines, LLC, to operate the RiverLink Ferry for a period of two (2) years with an option to renew for one (1) additional year and to authorize an increase in the 2014 RiverLink Ferry budget in the amount of $600, in order to meet the financial obligations of the contract. The Chairman, Vice Chairman and the Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the DRPA. If such agreements, contracts, or other documents have been approved by the Chairman, Vice Chairman and Chief Executive Officer and if thereafter either the Chairman or Vice Chairman is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA along with the Chief Executive Officer. If both the Chairman and Vice Chairman are absent or unavailable and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of DRPA. SUMMARY: Amount: $600, $624, $648, (if third year option is exercised) Source of Funds: General Funds Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A

122 LABOR

123 Delaware River Port Authority Labor Committee March 12, 2014 at 8:00 a.m. Committee Members: Andrew Reilly, Esquire (Committee Chair) Al Frattali (Committee Vice Chair) E. Frank DiAntonio Richard Sweeney Michelle Kichline, Esquire (via telephone) Others Present: Danielle McNichol, General Counsel and Corporate Secretary Kristen K. Mayock, Deputy General Counsel John Hanson, Interim Chief Executive Officer Michael Conallen, Deputy Chief Executive Officer John Rink, Interim PATCO President (via telephone) Toni Brown, Chief Administrative Officer Tom Raftery, Inspector General Christine Wechsler Rayer (via telephone) Peter Simon (via telephone) Paul Lewis, Esquire (Stevens & Lee) William Tambussi, Esquire (Brown & Connery) William Cook, Esquire (Brown & Connery) Chairman Reilly called to order the Meeting of the Labor Committee of the Delaware River Port Authority and ask the Corporate Secretary to call the roll. The Corporate Secretary called roll and reported that there is a quorum. Chairman Reilly called for a motion to go into Executive Session. He said that the decisions made in Executive Session will be made public when the issues are resolved. Upon motion duly made and seconded, the Committee moved into Executive Session. At 9:10 a.m. the Labor Committee returned to Public Session. On motion duly made and seconded, the following Resolution was approved and is recommended to the Board for adoption: CEO Candidate Selection Chairman Reilly stated there was no further business for the Labor Committee. The meeting was adjourned. Page 1 of 1

124 NEW BUSINESS

125 SUMMARY STATEMENT ITEM NO.: DRPA SUBJECT: Consideration of Pending DRPA Contracts (Between $25,000 and $100,000) COMMITTEE: COMMITTEE MEETING DATE: New Business N/A BOARD ACTION DATE: March 19, 2014 PROPOSAL: PURPOSE: BACKGROUND: That the Board consider authorizing staff to enter into contracts as shown on the Attachment to this Resolution. To permit staff to continue and maintain DRPA operations in a safe and orderly manner. At the Meeting held August 18, 2010 the DRPA Commission adopted Resolution providing that all DRPA contracts must be adopted at an open meeting of the DRPA Board. The Board proposed modifications to that Resolution at its meeting of September 15, 2010; specifically that all contracts between $25,000 and $100,000 be brought to the Board for approval. The contracts are listed on the Attachment hereto with the understanding that the Board may be willing to consider all of these contracts at one time, but if any member of the Board wishes to remove any one or more items from the list for separate consideration, each member will have that privilege. SUMMARY: Amount: N/A Source of Funds: See Attached List Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A

126 RESOLUTION DRPA New Business: March 19, 2014 Board Date: March 19, 2014 Consideration of Pending DRPA Contracts (Between $25,000 and $100,000) RESOLVED: That the Board authorizes and directs that subject to approval by the Chair, Vice Chair, General Counsel and the Chief Executive Officer, staff proceed to negotiate and enter into the contracts listed on the Attachment hereto. SUMMARY: Amount: N/A Source of Funds: See Attached List Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A

127 DRPA CONSIDERATION OF PENDING DRPA CONTRACTS (BETWEEN $25,000 - $100,000) MARCH 19, 2014 Item # Vendor/Contractor Description Amount Procurement Method Bids Received Bid Amounts Source of Funds 1 SHI Somerset, NJ One (1) year maintenance agreement for the Authority's and web filtering services. $43, In accordance with New Jersey State Contract #M SHI Somerset, NJ $43, Revenue Funds 2 International Salt Clarks Summit, PA Supplemental Rock Salt procurement for the Walt Whitman, Betsy Ross and Ben Franklin Bridge facilities. Due to the extreme 2014 winter conditions and a high volume of storm events, staff is seeking additional rock salt quantities (if required) to cover any necessary requirements up until December 31, WWB 1,000 $53.52 per ton. -BRB 500 $52.38 per ton. -BFB 200 $54.14 per ton. $90, In accordance with New Jersey State Contract #T International Salt Clarks Summit, PA $90, Revenue Funds

128 SUMMARY STATEMENT ITEM NO.: DRPA SUBJECT: Appointment of Chief Executive Officer for the Delaware River Port Authority and President of the Port Authority Transit Corporation COMMITTEE: Labor COMMITTEE MEETING DATE: March 12, 2014 BOARD ACTION DATE: March 19, 2014 PROPOSAL: PURPOSE: BACKGROUND: That the Board accepts the Labor Committee s recommendation to appoint to serve as Chief Executive Officer for the Delaware River Port Authority (DRPA) and President of the Port Authority Transit Corporation (PATCO). To appoint to serve as DRPA Chief Executive Officer and PATCO President. On January 17, 2014, John Matheussen retired from his position as DRPA Chief Executive Officer and PATCO President. The Board tasked the Labor Committee with the responsibility of conducting a national search to find a replacement. The position was posted on the following job boards, internet sites and newspapers, from February 12, 2014 through February 26, 2014: o DRPA s website o Monster.com - (National exposure) o Careerbuilders.com - (National exposure) o NY Times/web ad - (National exposure) o Washington Post/web ad - (National exposure, includes the following websites: Veterans, Diversity Network, Twitter, Facebook and Linkedin) o WTS (Women s Transportation Survey) - (National exposure) o TransitTalent - (National exposure) o TollRoads (National Exposure) o Philadelphia Inquirer We received 45 applications. After carefully reviewing the resumes of the 45 applicants, the Labor Committee selected seven (7) candidates to interview. Ultimately, the committee interviewed five (5) candidates. Before being interviewed, all candidates were required to complete an Applicant Statement

129 SUMMARY STATEMENT Appointment of Chief Executive Officer for the Delaware River Port Authority and President of the Port Authority Transit Prohibition of Employment of Relatives, certifying that they are not related to any current Commissioner, ex officio Commissioner or alternate Commissioner, or Commissioner, ex officio Commissioner or alternate Commissioner who has served within 10 years of the date of the application for employment, or related to any active DRPA or PATCO employee, as relative is defined by Authority policy and Reform Resolution DRPA One individual was scheduled for an interview, but later removed his name from consideration. Pursuant to DRPA Policy #163 (Employment of Relatives), which is based on Reform Resolution DRPA , another candidate could not be considered by the committee further because he indicated on the Applicant Statement-Prohibition of Employment of Relatives that he is the relative of a current active Authority employee. The five (5) candidates were interviewed on Wednesday, March 5, Thursday, March 6 th, and Monday, March 10 th. Members of the Labor Committee and the Auditor General participated in the interviews. The Labor Committee met on Wednesday, March 12, 2014 to discuss the qualifications of the interviewed candidates. After discussion and careful consideration, the committee recommends that the Board appoint to serve as Chief Executive Officer of the Delaware River Port Authority (DRPA) and President of the Port Authority Transit Corporation (PATCO) at the meeting on March 19, The Labor Committee recommends further that the powers of the DRPA CEO and PATCO President be subject to and limited by the additional requirements and limitations as set forth in Exhibit A, which is attached hereto and incorporated by reference. If the Board accepts this recommendation, it is understood that the appointment of the DRPA CEO/President PATCO shall be contingent upon the successful passage of two consecutive Board resolutions modifying the By-Laws to incorporate the additional requirements and limitations as set forth in Exhibit A. SUMMARY: Amount: TBD Source of Funds: Operating Budget Capital Project #: N/A Operating Budget: Operating Budget Master Plan Status: N/A Other Fund Sources: N/A Duration of Appointment: Three (3) Years Other Parties Involved: TBD

130 DRPA Labor Committee: March 12, 2014 Board: March 19, 2014 Subject: Appointment of to Chief Executive Officer for the Delaware River Port Authority and President of the Port Authority Transit Corporation RESOLUTION RESOLVED: RESOLVED: RESOLVED: RESOLVED: RESOLVED: That the Board accepts the Labor Committee s recommendation to appoint to serve as Chief Executive Officer of the Delaware River Port Authority (DRPA) and President of the Port Authority Transit Corporation (PATCO); and be it further That shall be paid $ per year as the DRPA CEO and PATCO President for a term of three (3) years. At conclusion of the three year period, pursuant to Article IV, Section I, the position of CEO shall be determined to be vacant and shall trigger the obligation of the Chair and Vice Chair to determine how the duties of the office of CEO shall be performed as more fully set forth in the By-laws; and be it further That the powers of the CEO shall be subject to and limited by the additional requirements and limitations set forth as incorporated in Exhibit A ; and be it further That it is understood that the appointment of the CEO, with authorities contained herein, is contingent upon the successful passage of two consecutive board resolutions modifying the By-Laws to incorporate the additional requirements and limitations as set forth in Exhibit A ; and be it further The Chair, Vice Chair and the Deputy Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the DRPA for this matter. If such agreements, contracts, or other documents have been approved by the Chair, Vice Chair and Deputy Chief Executive Officer and if thereafter either the Chair or Vice Chair is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA along with the Deputy Chief Executive Officer. If both the Chair and Vice Chair are absent or unavailable, and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Deputy Chief Executive Officer shall execute such documents on behalf of DRPA.

131 SUMMARY: Amount: TBD Source of Funds: Operating Budget Capital Project #: N/A Operating Budget: Operating Budget Master Plan Status: N/A Other Fund Sources: N/A Duration of Appointment: Three (3) Years Other Parties Involved: TBD

132 EXHIBIT A The authority of the CEO shall be subject to and limited by the following additional requirements and limitations: A. Personnel Matters. a. The following provisions apply to all employees in Grade E1 and above: i. The Chief Executive Officer shall consult with and receive advance approval from the Chair and Vice Chair acting jointly prior to hiring any new employee at the DRPA. ii. The Chief Executive Officer shall consult with and receive advanced approval of the Chair and Vice Chair acting jointly prior to promoting any employee at the DRPA. iii. The Chief Executive Officer shall consult with and receive advanced approval of the Chair and Vice Chair acting jointly prior to granting any employee a raise or salary adjustment in excess of 8%. iv. The Chief Executive Officer shall consult with and receive advanced approval of the Chair and Vice Chair acting jointly prior to terminating the employment of any employee. b. The following provisions relate to personnel actions regarding employees in Grades 10, 11 and 12: i. Prior to offering employment to any potential employee in said grades, the Chief Executive Officer will meet and consult with the Chair and Vice Chair to discuss the position requirements, the reasons for filling the position, and any other matters related to the said position. ii. Before promoting any employee at DRPA in or into the said grades, the Chief Executive Officer will meet and consult with the Chair and Vice Chair to discuss the position requirements, the reasons for recommending the promotion, and any other matters related to the proposed action. iii. Prior to granting any employee in one of the aforementioned grades a raise of eight percent (8%) or more, the Chief Executive Officer will meet and consult with the Chair and Vice Chair to discuss the reasons for recommending the raise, the effect of the raise on other positions in the affected area, and any other matters related to the raise. iv. Prior to approving the termination of any employee in one of the aforementioned grades, the Chief Executive Officer will meet and consult with the Chair and Vice Chair to discuss the reasons for recommending termination, the information that supports the termination, and any other matters related to the said action. B. Contracting. a. Notwithstanding anything set forth in the DRPA By-Laws, the DRPA Policies and Procedures Manuals, or prior practice at the DRPA, the Chief Executive Officer shall

133 adhere to the contracting restrictions in the reform resolutions, including but not limited to DRPA Resolution , which requires that DRPA and/or PATCO contracts valued at more than $25,000, but less than $100,000, be subject to Board approval as a package or list before any action is taken, that all contracts, purchase orders and/or change orders of the Authority in excess of $25,000 be subject to Board approval, and that DRPA and/or PATCO contracts valued at $100,000 and above be brought to the Board in the form of an individual Summary Statement and Resolution for each such contract for Board approval.

134 SUMMARY STATEMENT ITEM NO.: DRPA SUBJECT: Agreements for use of DRPA Properties COMMITTEE: COMMITTEE MEETING DATE: New Business N/A BOARD ACTION DATE: March 19, 2014 PROPOSAL: PURPOSE: That the Board authorizes staff to negotiate six (6) individual agreements with six (6) Philadelphia non-profit organizations permitting use of DRPA property at three (3) DRPA locations for the purpose of youth sports activities. Two of the locations are adjacent to the Walt Whitman Bridge in South Philadelphia, the third is adjacent to the Betsy Ross Bridge in Bridesburg. To enter into agreements with the Southeast Youth Athletic Association (SEYAA), Bridesburg Cougars, Delaware Valley Youth Athletic Association, Taney Youth Baseball Association, Girard Academic Music Program (GAMP) High School (School District of Philadelphia), and The Philadelphia Preparatory Charter School, permitting the use of DRPA property. Each of these groups is a non-profit organization that supports youth sports activities. If the Board approves this Resolution, the resulting real estate agreements will take effect immediately upon the effective date of this Resolution and execution of the said agreements. The said agreements will be subject to annual renewal upon DRPA Board approval. There is no cost incurred by DRPA related to these agreements. All utility-related costs (metering, installation and usage), maintenance (including trash removal, grounds keeping and mowing), cleaning, security and insurance issues are the responsibility of the named organizations, and/or their contractor(s). Under the real estate agreements, the non-profit organizations are required to provide Certificates of Insurance from their organizations and from any contractors performing services on the properties. COI renewals must be submitted annually to DRPA s Risk Management Department. BACKGROUND: 1) SEYAA: For over 30 years, DRPA has permitted SEYAA use of DRPA property at the Southwest corner of 7 th & Bigler, at no cost to DRPA, for year-round youth sports activities. SEYAA serves 3,000 youths from all parts of the City, the Pennsylvania suburbs and New Jersey. These activities are supervised recreational activities. Volunteers staff events and maintain the facilities and provide security.

135 SUMMARY STATEMENT Agreements for use of DRPA Properties SEYAA raises its own operational money and is self-funding. Local business contributions support operational costs. Storage units are maintained and paid for by SEYAA. SEYAA pays the City of Philadelphia for all water and electric utility usage, provides the required insurance and obtains the required contractor insurance coverage for its annual carnival. 2) BRIDESBURG COUGARS: For almost 40 years, DRPA has allowed use of DRPA property located on Richmond Street, North of the BRB ramp and South of Headley Street, for use as a seasonal, supervised youth sports facility for children from 3 to 18 years of age. Over 1,000 children are Cougar Club members, including some from New Jersey. Additionally, up to 4,000 participants from visiting teams use these facilities. Activities are held only in non-winter months. Volunteers staff events and maintain the facilities and provide security. Equipment storage units and concession stand are maintained and paid for by the Cougars. Local and community businesses help with operational costs. The group recently paid for the installation of an approved electric meter that allows the club to monitor and pay PECO directly for its usage.. 3) Delaware Valley Youth Athletic Association (DVYAA): Beginning in 2014, DRPA proposes that DVYAA be permitted use of DRPA property located adjacent to the Walt Whitman Bridge at the Southeast corner of 7 th and Packer and bounded by Ramp B for use as a seasonal, supervised, youth baseball facility. For more than 40 years, this property was used by the South Philadelphia Sabres Baseball organization, a group that is no longer in operation. Since 1953, DVYAA has enabled thousands of local children to play baseball and softball and is proud of its successful graduates many of whom have gone on to play varsity sports in high school and college. In 2014, three players were drafted by Major League Baseball. Prior to use of DRPA s property, the team did not have a home field. The group will offer two area high schools (GAMP and Prep Charter) and Taney Youth Baseball Association the opportunity to use the field. Taney, GAMP and Prep Charter will provide their own certificates of insurance required by the lease agreement and enter into separate lease agreements with DRPA. The Association will provide volunteers who will staff events, maintain the facilities and provide security. Equipment storage units and concession stand components and utilities will be maintained and paid for by DVYAA. Donations from the community will help off-set operational costs. DVYAA will pay the City of Philadelphia for water and electric usage and provide the required insurance.

136 SUMMARY STATEMENT Agreements for use of DRPA Properties 4) Girard Academic Music Program (GAMP) High School is a magnet school of the School District of Philadelphia. Under the supervision of Delaware Valley Youth Athletic Association (DVYAA), GAMP s varsity baseball team will use the 7 th and Packer field. GAMP has a short season and plays only after school hours. GAMP s schedule will not conflict with the other games scheduled. GAMP will provide the insurance coverage required by DRPA agreement and enter into separate lease agreements with DRPA. 5) The Preparatory Charter School of Philadelphia (Prep Charter) is a private charter school located in South Philadelphia. Under the supervision of Delaware Valley Youth Athletic Association (DVYAA), Prep Charter s varsity baseball team will use the 7 th and Packer field. Prep Charter has a short season and plays only after school hours. Prep Charter s schedule will not conflict with the other games scheduled. Prep Charter will provide the insurance coverage required by DRPA agreement and enter into separate lease agreements with DRPA. 6) Taney Youth Baseball Association (Taney) is a non-profit 501c(3) organization that provides more than 1,000 young athletes from Philadelphia with the opportunity to play baseball, softball and T-Ball. Under the supervision of Delaware Valley Youth Athletic Association (DVYAA), Taney will use the field located at Seventh Street and Packer Avenue. Taney has provided the insurance coverage required by DRPA and enter into a separate, subordinate (to DVYAA) lease agreement with DRPA. SUMMARY: Amount: $0 Source of Funds: N/A Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: One year with two one year options Other Parties Involved: Southeast Youth Athletic Association (SEYAA), Bridesburg Cougars, Delaware Valley Youth Athletic Association(DVYAA), Taney Youth Baseball Association, Girard Academic Music Program (GAMP) High School and The Preparatory Charter School of Philadelphia.

137 DRPA New Business: March 19, 2014 Board Date: March 19, 2014 Agreements for use of DRPA Properties RESOLUTION RESOLVED: RESOLVED: That the Board authorizes and directs that staff negotiate appropriate real estate agreements with six (6) non-profit organizations: Southeast Youth Athletic Association (SEYAA), Bridesburg Cougars, Delaware Valley Youth Athletic Association (DVYAA), Taney Youth Baseball Association, Girard Academic Music Program (GAMP), and The Preparatory Charter School of Philadelphia, discussed in the attached Summary Statement in order to permit the said organizations to use DRPA property as described in the said Summary Statement, and be it further That the Chairman, Vice Chairman and the Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the DRPA. If such agreements, contracts, or other documents have been approved by the Chairman, Vice Chairman and Chief Executive Officer and if thereafter either the Chairman or Vice Chairman is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA along with the Chief Executive Officer. If both the Chairman and Vice Chairman are absent or unavailable, and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of DRPA. SUMMARY: Amount: $0 Source of Funds: N/A Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: One year with two one year options Other Parties Involved: Southeast Youth Athletic Association (SEYAA), Bridesburg Cougars, Delaware Valley Youth Athletic Association (DVYAA), Taney Youth Baseball Association, Girard Academic Music Program (GAMP), and The Preparatory Charter School of Philadelphia

138 SUMMARY STATEMENT First Posting of Two Consecutive Posts ITEM NO. DRPA SUBJECT: Amendment of the By-Laws COMMITTEE: COMMITTEE MEETING DATE: New Business N/A BOARD ACTION DATE: March 19, 2014 PROPOSAL: To amend the By-Laws of the DRPA and PATCO in sections of contracting and CEO Authority. PURPOSE: To make By-Laws sections concerning CEO Authority and Contracting consistent with Reform Resolutions passed in 2010 and current practice. BACKGROUND: That the By-Laws are amended consistent with the attached Exhibit A. SUMMARY: Amount: N/A Source of Funds: N/A Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A

139 First Posting of Two Consecutive Posts DRPA Unfinished Business: March 19, 2014 Board Date: March 19, 2014 Amendment of the By-Laws RESOLUTION RESOLVED: That the Board adopt the amendment to the By-Laws as attached here to in Exhibit A. RESOLVED: The Chair, Vice Chair and the Deputy Chief Executive Officer must approve and are hereby authorized to approve the adoption of the amendment to the By-Laws as attached here in Exhibit A. SUMMARY: Amount: N/A Source of Funds: N/A Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A

140 First Posting of Two Consecutive Posts Amend Article IV ( Duties of Officers ), Sub-Article H ( Chief Executive Officer ) of the Bylaws of the Delaware Port Authority (the Bylaws ). Resolved, that Article IV, Sub-Article H of the Bylaws shall be amended and restated to read in its entirety as follows(existing language reflected in regular text; new language reflected in italics): H. Chief Executive Officer The Chief Executive Officer of the Authority shall have general administrative control over all activities of the Authority. The Chief Executive Officer shall approve any and all vouchers and shall perform such other duties as may be ordered by the Authority, and shall have authority to sign all legal instruments, documents and deeds of conveyance for transactions authorized by the Authority or by these Bylaws. The authority of the CEO shall be subject to and limited by the following additional requirements and limitations: A. Personnel Matters. a. The following provisions apply to all employees in Grade E1 and above: i. The Chief Executive Officer shall consult with and receive advance approval from the Chair and Vice Chair acting jointly prior to hiring any new employee at the DRPA. ii. The Chief Executive Officer shall consult with and receive advanced approval of the Chair and Vice Chair acting jointly prior to promoting any employee at the DRPA. iii. The Chief Executive Officer shall consult with and receive advanced approval of the Chair and Vice Chair acting jointly prior to granting any employee a raise or salary adjustment in excess of 8%. iv. The Chief Executive Officer shall consult with and receive advanced approval of the Chair and Vice Chair acting jointly prior to terminating the employment of any employee. b. The following provisions relate to personnel actions regarding employees in Grades 10, 11 and 12: i. Prior to offering employment to any potential employee in said grades, the Chief Executive Officer will meet and consult with the Chair and Vice Chair to discuss the position requirements, the reasons for filling the position, and any other matters related to the said position. ii. Before promoting any employee at DRPA in or into the said grades, the Chief Executive Officer will meet and consult with the Chair and Vice Chair to discuss the position requirements, the reasons for recommending the promotion, and any other matters related to the proposed action. iii. Prior to granting any employee in one of the aforementioned grades a raise of eight percent (8%) or more, the Chief Executive Officer will meet and consult with the Chair and Vice Chair to discuss the reasons for

141 First Posting of Two Consecutive Posts recommending the raise, the effect of the raise on other positions in the affected area, and any other matters related to the raise. iv. Prior to approving the termination of any employee in one of the aforementioned grades, the Chief Executive Officer will meet and consult with the Chair and Vice Chair to discuss the reasons for recommending termination, the information that supports the termination, and any other matters related to the said action. B. Contracting. a. Notwithstanding anything set forth in the DRPA By-Laws, the DRPA Policies and Procedures Manuals, or prior practice at the DRPA, the Chief Executive Officer shall adhere to the contracting restrictions in the reform resolutions, including but not limited to DRPA Resolution , which requires that DRPA and/or PATCO contracts valued at more than $25,000, but less than $100,000, be subject to Board approval as a package or list before any action is taken, that all contracts, purchase orders and/or change orders of the Authority in excess of $25,000 be subject to Board approval, and that DRPA and/or PATCO contracts valued at $100,000 and above be brought to the Board in the form of an individual Summary Statement and Resolution for each such contract for Board approval.

142 SUMMARY STATEMENT ITEM NO.: DRPA COMMITTEE: COMMITTEE MEETING DATE: Audio and Transcription Services N/A New Business BOARD ACTION DATE: March 19, 2014 PROPOSAL: That the Board of Commissioners of the Delaware River Port Authorize (DRPA) authorize staff to negotiate a contract with Free State Court Reporting, Inc. to provide audio and transcription services and equipment for DRPA and PATCO Board and Committee meetings for a period of one (1) year, with an option to renew for one (1) additional year for no increase. Amount: Selected Proposer: Other Proposers: NTE $65, annually Free State Reporting, Inc Cape St. Claire Road Annapolis, MD Ubiqus 22 Cortlandt Street, Suite 802 New York, NY Keystrokes 2121 Cloverfield Blvd. Suite 114 Santa Monica, CA PURPOSE: BACKGROUND: To provide audio recording, stenographic transcription, telephone conferencing, microphones, speakers, audio-visual and all other equipment necessary, including setup thereof, to facilitate all DRPA and PATCO Board and Committee meetings. Audio services include ensuring sufficient sound projection so that all meeting participants, present or telephonic, are able to hear all speakers. This is a one-year contract period with an option to renew for an additional year. There are twelve (12) scheduled Board Meetings, on and off site, and forty-eight (48) Committee meetings for which Corporate Secretary is required to keep accurate minutes and ensure that all Commissioners are able to fully participate.

143 SUMMARY STATEMENT Audio & Transcription Services A request for proposal was posted to DRPA s website on January 27, A pre-proposal meeting was held on Thursday, February 6, 2014, and an optional site visit was held on February 18, Three technical proposals to the RFP from the following Proposers were received and evaluated: Free State Reporting, Inc., Ubiqus, and Keystrokes. Free State Reporting, Inc. has over thirty (30) years of court reporting and transcription experience in Federal and State government agencies, and possesses confidential clearances. Their references from all contacted agencies were positive and their cost proposal made them the lowest responsive and responsible bidder. Staff has reviewed the proposal and recommends that the contract be awarded to Free State Reporting, Inc. SUMMARY: Amount: NTE $65, annually (option for second year NTE $65,000.00) Source of Funds: Revenue Fund Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A

144 DRPA Board Date: March 19, 2014 Audio and Transcription Services RESOLUTION RESOLVED: RESOLVED: That the Board of Commissioners of the Delaware River Port Authorize (DRPA) authorize staff to negotiate a contract with Free State Court Reporting, Inc. to provide audio and transcription services and equipment for DRPA and PATCO Board and Committee meetings for a period of one (1) year, with an option to renew for one (1) additional year. The Chairman, Vice Chairman and the Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the DRPA. If such agreements, contracts, or other documents have been approved by the Chairman, Vice Chairman and Chief Executive Officer and if thereafter either the Chairman or Vice Chairman is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA along with the Chief Executive Officer. If both the Chairman and Vice Chairman are absent or unavailable and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of DRPA. SUMMARY: Amount: NTE $65, (option for second year) Source of Funds: Revenue Fund Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A

145 SUMMARY STATEMENT ITEM NO.: DRPA COMMITTEE: COMMITTEE MEETING DATE: Interim Collective Bargaining Agreements Extension Labor New Business BOARD ACTION DATE: March 19, 2014 PROPOSAL: PURPOSE: BACKGROUND: SUMMARY: That the Board of Commissioners of the Delaware River Port Authorize (DRPA) authorize staff to negotiate an extension of the Collective Bargaining Agreements (CBAs) for the Teamsters Local 676 and the International Union of Operating Engineers (IUOE) Local 542 for a term of April 1, 2014 to June 30, To temporarily provide payment of rates with the intent to continue Health and Welfare coverage for our Teamster and IUOE employees, recognizing that any additional rates paid will be credited at the time of final settlement of the Agreements. The CBA between PATCO and the Teamsters Local 676 expired May 31, 2011, and the CBA between the DRPA and the IUOE Local 542 expired on December 31, The parties have been adhering to the terms of those CBAs since that date and DRPA has continued to contribute to the Health and Welfare Fund (a/k/a, Alternative Benefit Plan) at a rate prescribed by the CBAs, per month, per employee. The Trustees of both funds have indicated that they intend to discontinue the employees health benefits at the current contribution rate. In order to avoid cessation or interference with our Teamster and IUOE employees healthcare coverage, the DRPA, for a prospective period of three (3) months, agrees to provide payment of increased monies, recognizing that the money paid will be credited at the time of final settlement of the Agreements. Amount: Source of Funds: General Fund Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A

146 DRPA Board Date: March 19, 2014 Interim Collective Bargaining Agreements Extension RESOLUTION RESOLVED: RESOLVED: SUMMARY: That the Board of Commissioners of the DRPA authorize staff to negotiate an extension of the Collective Bargaining Agreements for the Teamsters Local 676 and the IUOE Local 542 for a term of April 1, 2014 to June 30, 2014, to temporarily provide payment of rates with the intent to continue Health and Welfare coverage for our Teamster and IUOE employees, recognizing that any additional rates paid will be credited at the time of final settlement of the Agreements. The Chairman, Vice Chairman and the Chief Executive Officer must approve and are hereby authorized to approve and execute all necessary agreements, contracts, or other documents on behalf of the DRPA. If such agreements, contracts, or other documents have been approved by the Chairman, Vice Chairman and Chief Executive Officer and if thereafter either the Chairman or Vice Chairman is absent or unavailable, the remaining Officer may execute the said document(s) on behalf of DRPA along with the Chief Executive Officer. If both the Chairman and Vice Chairman are absent or unavailable and if it is necessary to execute the said document(s) while they are absent or unavailable, then the Chief Executive Officer shall execute such documents on behalf of DRPA. Amount: Source of Funds: General Fund Capital Project #: N/A Operating Budget: N/A Master Plan Status: N/A Other Fund Sources: N/A Duration of Contract: N/A Other Parties Involved: N/A

147 DELAWARE RIVER PORT AUTHORITY & PORT AUTHORITY TRANSIT CORP. March 19, 2014 Board Meeting Wednesday, March 19, 2014 One Port Center Board Room Camden, NJ 9:00 a.m. John Hanson, Interim Chief Executive Officer

148 PATCO BOARD

149 PORT AUTHORITY TRANSIT CORPORATION BOARD MEETING Wednesday, March 19, 2014 ORDER OF BUSINESS 1. Roll Call 2. Report of the General Manager 3. Approval of February 19, 2014 PATCO Board Meeting Minutes 4. Monthly List of Payments Covering Month of February Monthly List of Purchase Orders and Contracts 6. Balance Sheet and Equity Statement January 31, Approval of Finance Minutes of February 18, 2014 And March 5, Adopt Resolutions Approved by Finance Committee of March 5, 2014 PATCO PATCO PATCO PATCO PATCO Cares Program Promotion of PATCO to Students Industry, Historical and Technical Societies and Schools Touring PATCO Facilities PATCO Car Video Integration 9. Unfinished Business 10. New Business PATCO Consideration of Pending PATCO Contracts (Between $25,000 and $100,000) 11. Adjournment

150 GENERAL MANAGER S REPORT

151 Port Authority Transit Corporation Administration Offices & Maintenance Facility PO Box 4262 Lindenwold, NJ To the Commissioners: REPORT OF THE GENERAL MANAGER March 19, 2014 The following is a summary of recent PATCO activities, with supplemental information attached. HIGHLIGHTS Winter Weather The extreme winter weather continued in February with very low temperatures and four major snow events this month. While this extreme weather impacted service and equipment, PATCO continued to serve its customers as well as we possibly could, maintaining service and keeping our parking lots and platforms clear of snow and ice. In February, we used 350 tons of salt, at a cost of $21,600 in material alone. The train equipment most affected by the severe weather has been the propulsion equipment. Since the first of the year, we have changed out a total of 66 traction motors, 26 of which were replaced in February. Bridge Track Rehab Schedule The Bridge Track Rehab work has continued on weekends throughout February. In response to customer input and weather-related equipment issues, work on Fridays/Mondays was suspended for several weeks. Escalators / Elevators Elevator availability for the month of February was 99.7%. Major repair work was completed on the escalator at 8 th /Market (North) during February and on the escalator to the westbound platform at Woodcrest during the first week of March. Both units are back ins ervice. FINANCE PATCO Income year to date (through 1/31/14) amounted to $2,132,289 compared with a Budget Anticipated Income of $2,192,226, an unfavorable variance of $59,937 or 2.73%. Operating expenses during January 2014 amounted to $4,004,814, compared with a Budget Anticipated Expense of $4,318,390, a favorable variance of $313,576 or 7.26%. During the month of January 2014, PATCO experienced a Net Operating Loss (excluding rental and nonrecurring charges) of $1,872,525. Total Cumulative Loss year to date (including Lease Rental charges) equaled $2,382,688.

152 General Manager s Report for March 19, 2014 Board Meeting Net Transit Loss (including lease expense) for the month ending 1/31/14 was $2,382,688. The passenger count for the month of January 2014 totaled 819,486, a decrease of 84,258 (-9.32%) when compared to January Through January 31, Budget 2014 Actual Variance Income $2,192,226 $2,132,289 $ 59,937 U Expenses $4,318,390 $4,004,814 $313,576 F Operating Ratio Passengers 865, ,486 45,625 U Car Miles 405, ,080 31,005 PERSONNEL TRANSACTIONS The following personnel transactions occurred in February 2014: NAME POSITION DEPT. DATE APPOINTMENT(S) Albert Green Payroll Administrator Finance 2/10/14 Bartley T. Shrader Maintainer Way & Power 2/24/14 Robert G. Blackwell Train Operator Transit Services 2/24/14 Tyric L. Davis Train Operator Transit Services 2/24/14 Michael J. White Train Operator Transit Services 2/24/14 APPOINTMENT(S) TEMPORARY - None PROMOTION(S) - None TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION - None TRANSFER(S) - None RESIGNATION(S) - None RETIREMENT(S) Thomas S. Cavallaro Maintainer Way & Power 2/07/14

153 General Manager s Report for March 19, 2014 Board Meeting PURCHASING & MATERIAL MANAGEMENT During the month of February, 192 purchase orders were issued with a total value of $1,948,399. Of the $26,809 in monthly purchases where minority vendors could have served PATCO needs, $7,826 was awarded to MBEs and $2,314 to WBEs. The $10,140 total MBE/WBE purchases represent 0.52% of the total spent and 37.82% of the purchases available to MBE/WBEs. The storeroom completed 2,844 transactions in February; book value of inventory on hand at the end of the month was $6,119,947. TRANSIT SERVICES The on-time performance for the 4,748 scheduled trips in February was 89.04%. The low on-time performance directly related to the snow storms and extreme cold temperatures, with major snow events on the 3rd, 9th, 13th and 18 th of February. Seventy-seven percent (77%) of incidents of delays were caused by problems with the trains, particularly the propulsion equipment. As a direct result of the severe wintry weather, motor failures on February 10 th caused a total of 30 late trains, 9 annulments, and 23 bypassed stations. Delays in wintry weather are compounded by speed restrictions imposed to optimize safety and to minimize damage to wheels and propulsion equipment. Trespasser, 0% Passenger Issues, 6% Weather, 4% Transit Operations, 4% Public Safety Issues, 1% Deer/Animals, 1% Speed Restrictions, 16% Other, 1% Equipment Defect, 38% Brake/Comp 16 Doors 10 Propulsion 10 On Line Circuit Brkr 8 Suspension 3 February 2014 Incidents W&P Track - Wayside, 1% W&P Elec - Signal - Radio, 5% Lack of Equipment, 23%

154 MAINTENANCE General Manager s Report February for March 19, 2014 Board Meeting The following significant maintenance items were progressed in February: * The availability of traction motors significantly impacts the availability of transit cars for service. The rate of delivery of motors from repair vendors is 10 per week. At this time we need 18 motors to replace those in the fleet that have failed during the winter weather. * No trucks were assembled this month (four have been completed year to date). Assembly of trucks continues, but the demand for motors for in-service cars precludes completion at this time. * Manual exterior car wash operations cannot be conducted because of the low temperatures. The specification for computer replacement is being prepared in anticipation of warmer weather operations. * Four married pairs of overhauled cars are now on site, completing delivery of the pilot cars. The next program milestone will be completion of shakedown testing on the pilot cars. * Support services were provided as required for the following projects: Car Overhaul Track Rehab across Ben Franklin Bridge Ben Franklin Bridge Track Structure Inspections and Repair Ben Franklin Bridge maintenance activities Lindenwold Yard Rehab Lindenwold Shop Annex Building Replacement of Escalators at Woodcrest, 12 th /13 th and 15 th /16 th Escalator and elevator systems 800 Mz Radio Replacement of the 302 power distribution line Wayside wireless train network installations Subway Air Vent Rehab Embankment Restoration, Drainage Improvements and Retaining Wall Design * Relamping of stations, subway tunnels, and parking lots continued. * Rail replacement continued in various locations in the subway. * Wood tie and timber replacements in Lindenwold Yard, tamping of mainline switches and insulated joints. * Mainline rail/frog welding operations at various locations continued. * Subway fire alarm operational inspections continued. * Testing of relays at interlockings and substations continued. SAFETY The monthly report of the Safety Department is enclosed with this report.

155 General Manager s Report February for March 19, 2014 Board Meeting KEY PERFORMANCE INDICATORS (KPI s) PATCO is tracking availability of escalators and elevators, as shown below: Operational Percentage February, 2014 Equipment Target Actual Variance Favorable / Unfavorable Escalators (14)* 90% 70.2% -19.8% U Elevators (11) 97% F Escalators (12)** 90% 82.1% -7.9% U Escalators (11)*** 90% 90.6% 0.6% F * The escalator at 13 th /Locust Street Station and the escalator from the eastbound platform to the lobby at Woodcrest Station are under construction as part of a project to replace the four oldest escalators on the system. ** We are also reporting the performance of the 12 escalators not under construction. *** Major repair work continued throughout the month on the unit at Woodcrest from lobby level to the westbound platform. If we consider the eleven (11) escalators that were not undergoing major repairs/replacement by the end of February, the availability was 90.6%. Update on Escalators Out of Service / Undergoing Major Repairs 8 th /Market North Escalator Major repairs were completed this month, and the escalator was returned to service on February 10. Woodcrest UP Escalator Major repairs were completed, and the up escalator was returned to service on March 4. Respectfully submitted, John D. Rink General Manager