RIVER PORT AUTHORITY BOARD MEETING Wednesday, April 18, 2018 at 9:00 a.m. One Port Center, 11th...

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Transcript of RIVER PORT AUTHORITY BOARD MEETING Wednesday, April 18, 2018 at 9:00 a.m. One Port Center, 11th...

DELAWARE RIVER PORT AUTHORITY

&PORT AUTHORITY TRANSIT CORP.

BOARD MEETING

Wednesday, April 18, 20189:00 a.m.

One Port CenterBoard RoomCamden, NJ

John T. Hanson, Chief Executive Officer

DRPA BOARD

DELAWARE RIVER PORT AUTHORITYBOARD MEETING

Wednesday, April 18, 2018 at 9:00 a.m.One Port Center, 11th Floor, Board Room

Camden, New Jersey

ORDER OF BUSINESS

1. Roll Call

2. Public Comment

3. Report of the CEO – April 2018

4. Report of the CFO

5. DRPA/PATCO Unaudited Financial Summary

6. Annual Report to the Governors

7. Fourth Quarterly Financial Statements Period Ending December 31, 2017

8. Approval of March 28, 2018 Board Meeting Minutes

9. Monthly List of Previously Approved Payments of March 2018

10. Monthly List of Previously Approved Purchase Orders and Contracts of March2018

11. Approval of Operations & Maintenance Committee Meeting Minutes of April 3,2018

12. Approval of Labor Committee Meeting Minutes of April 3, 2018

13. Approval of Finance Committee Meeting Minutes of April 4, 2018

14. Adopt Resolutions Approved by Finance Committee of April 4, 2018

DRPA-18-045 Microsoft Enterprise Agreement Renewal

DRPA-18-046 Authorization for Allocation and Utilizationof Remaining PDP Bond Proceeds for OngoingVictor Lofts Project Environmental Remediationand Debt

15. Unfinished Business

16. Citizens Advisory Committee Report

17. New Business

DRPA-18-047 Consideration of Pending DRPA Contracts(Between $25,000 and $100,000)

18. Adjournment

CEO REPORT

Delaware River Port Authority

of Pennsylvania and New Jersey

One Port Center

2 Riverside Drive

Camden, New Jersey 08101-1949

April 18, 2018

To the Commissioners:

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

CEO Emergency Powers

On the afternoon of Wednesday, March 28, 2018, HNTB Corporation (HNTB) was performing

inspection work for the design of the Benjamin Franklin Bridge Maintenance Painting and Steel

Repairs. During their inspection efforts they found significant deterioration of a lateral bracing

member in the Philadelphia Anchorage. It was determined that the PATCO trains would need to

run at 15mph on both sides of the bridge until repairs can be made. Passenger Vehicles and legal

truck loads on the bridge are not affected at this time. As an abundance of caution, restrictions

were placed on overweight vehicles requiring a truck permit.

Due to the location, knowledge of the bridge and magnitude of the repairs required, we enlisted

the assistance of HNTB and Cornell & Company, Inc. (Cornell) to provide their expertise on long

span bridges and make repairs to the structural steel members affected. Each of these firms are

currently on DRPA property performing work and have performed similar work on previous

projects. HNTB is a design firm that is currently onsite performing the design of steel repairs at

the Benjamin Franklin Bridge. HNTB’s staff has experience inspecting and designing repairs

similar to those needed for this work and has recent experience with rehabilitation projects on

various long span bridges including the Benjamin Franklin Bridge. Cornell is a contractor that is

currently on site performing construction work on the Walt Whitman Bridge. Cornell has

experience performing steel repairs on long span bridges and the Benjamin Franklin Bridge.

Report of the Chief Executive Officer

Cornell was able to immediately set up access to the area and provide the necessary materials to

perform the work. DRPA forces assisted traffic control on the bridge. HNTB was able to provide

assistance evaluating and identifying work that must be made to the deteriorated members in a

timely fashion.

I used my emergency powers to authorize payment to Cornell & Company, Inc. for the access,

supply, delivery, and installation of repairs required at the Benjamin Franklin Bridge to restore

PATCO trains to full speeds and allow permit vehicles to cross the bridge as well as HNTB

Corporation for the professional services required to review the deteriorated members and provide

temporary and permanent repair recommendations. We anticipate Cornell’s portion of performing

the above work to cost about $150,000. There will also be additional costs for HNTB’s engineering

support. Along with this work we will also be utilizing Cornell and HNTB to further investigate

the 3 other areas where a similar detail exists. Along with the additional investigation we will be

having HNTB and Cornell to perform work at the PA tower wind link in efforts to mitigate future

problems.

April 18, 2018 CEO Report Administration Division Submissions

(do not include this header in the CEO Report)

A Look Ahead – 2018 Spring Walk for Wellness Challenge

for the Month of May,

including the Friday, May 4, 2018 Facility “kick-off” walks

The Benefits Administration Department is hosting another Spring Walk for Wellness Challengeduring the month of May. This year’s challenge will encourage DRPA and PATCO walkers topre-register with designated contacts at their respective facilities in mid-April. All pre-registeredwalkers will receive a fitness-related giveaway paid for by AmeriHealth Wellness Funds.

On Friday, May 4, 2018, at all of our facilities - One Port Center, PATCO, and the Ben Franklin,Betsy Ross, Commodore Barry and Walt Whitman Bridges, registered walkers are invited toparticipate in their respective facility “kick-off” walks from 11:00 a.m. to 11:30 a.m. to start themonth-long challenge off on good footing. The rain date for the kick-off walks is Monday, May7, 2018 at the same time.

Administrative

We know that research tells us that it takes 30 days to start a good habit, so we look forward tohaving great participation from our staff colleagues in this month-long walking challenge. At theend of the month of walking, interested participants can submit their monthly steps/miles total andone (1) employee from each of our six (6) facilities with the highest number of steps/miles will beprovided a special health-related gift, also funded through AmeriHealth Wellness Funds.

We hope our staff will sign up and walk at work, at home or at the gym for the benefit of theirgood health and well-being. There will be a little friendly competition among facilities to see howmany team members we can turn out in 2018. We will have photos of the facility kick-off walksin next month’s CEO Report.

May 9, 2018 Outreach Event

“Building Bridges to Elevate Your Business”

On Wednesday, May 9, registered attendees are invited to One Port Center for an outreach evententitled “Building Bridges to Elevate Your Business.” This will be the first outreach event of 2018hosted by The Office of Business Development & Equal Opportunity (OBD&EO) withcollaboration from the Engineering Division, the Purchasing Department and ContractsAdministration. The event will consist of two (2) special networking and outreach events withseparate morning and afternoon sessions geared to two different audiences.

The morning session will focus on contractors and engineering consultants to help ‘elevate theirbusinesses’ through the specific information provided by Chief Engineer Michael Venuto andthe Engineering Division staff. Chief Engineer Michael Venuto will reivew the DRPA andPATCO Capital Program with team members John Viniski, Manager, Planning & Design; LenRustam, Engineering Program Manager and Vijay Pandya, Manager, Construction &Maintenance to network with firms and answer questions about upcoming DRPA projects.

During the afternoon session vendors and suppliers will have the opportunity to learn about theprocurement and contracting process from Richard Mosback, Director of Procurement and AmyAsh, Manager of Contracts Administration. Other members of the purchasing department will bein attendance to network with attendees and answer questions for vendors and suppliers.

The event organizers, EEO Specialist Erin Watterson, Compliance Specialist Ron Kelly, ProjectManager Ann DuVall, Administrative Coordinator Thaddeus Abbott III, and are workingcollaboratively under the direction of CAO Brown. The event supports the goals of the Board’sDiversity & Inclusion Subcommittee, and also supports the Authority’s new Shared Values ofCommunity Stewardship and Collaboration.

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

For a list of Contracts and Purchases, see Attachment 3For the Affirmative Action Report, see Attachment 4

For a list of Legal Statistics, see Attachment 5____________________________________________________________

For PATCO Ridership and Financial Information,

See the General Manager’s Report in the PATCO section

Attached are reports from the appropriate departments.____________________________________________________________

Respectfully Submitted,

John T. Hanson

Chief Executive Officer

PATCO

REPORT OF THE CHIEF EXECUTIVE OFFICER

ATTACHMENT 1

BRIDGE AND FINANCE

Activity for the Month of March 2018

197Adults: Juv.: 29CDS Arrests: 30DWI Arrests:11,682Calls for Service:

TotalCBB BFB PATCO BRB WWB

CBB: BFB: PATCO: BRB: WWB: Arrests NJ: Arrests PA:2 62 103 11 18 159 36

Total Arrests: 197

Incident Type

BFB: PATCO: BRB: WWB:3 5 20 0 6CBB:Reportable Accidents:

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

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

0 13 0 3 10

0 1 4 0 1

Arrests:

302 Security Check/Detail 2,454202 340 1,128 171 608

26 Assist-Routine PD Backup 1,907141 584 567 160 451

33 MV Stop 1,767209 551 73 303 616

35X Motorist/Patron Aid 78096 85 346 79 170

25x Insufficient Funds 7121 2 3 2 704

1 Headquarters Assignment 54140 187 57 69 186

25 Escort 479133 29 2 45 268

86 Removal 39541 352 2

47 Disabled MV 37562 60 2 71 179

50X Leaving Jurisdiction 31932 135 28 40 83

90 Other PD Assist 29022 35 191 11 25

88X Parking Viol./Compl. 23510 224 1

91 Ped Investigation/Stop 1393 134 1 1

80 Break 1365 57 6 29 39

46 Construction/Trades Backup 12318 33 1 20 50

15 MV Accident 898 26 7 18 30

84 Check On Subject Well-being 701 13 45 1 9

79 Roadway Hazard/Station Hazard 6911 16 3 18 21

82 Notification 611 14 33 5 8

25T Fare Problem 561 53 2

79X Debris Strike 5321 9 2 4 17

33C CV Stop 501 6 4 39

83X Car Wash 499 7 6 27

56 Med Emerg/Injury Report 411 2 34 1 3

50C Court 394 11 6 10 8

25EZ Easy Pass Redirect 341 1 1 31

309 Special Detail 315 18 2 6

58 Drivers License Check 2424

Activity for the Month of March 2018

197Adults: Juv.: 29CDS Arrests: 30DWI Arrests:11,682Calls for Service:

TotalCBB BFB PATCO BRB WWB

CBB: BFB: PATCO: BRB: WWB: Arrests NJ: Arrests PA:2 62 103 11 18 159 36

Total Arrests: 197

Incident Type

BFB: PATCO: BRB: WWB:3 5 20 0 6CBB:Reportable Accidents:

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

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

0 13 0 3 10

0 1 4 0 1

Arrests:

12 Suspicious Person/Activity/Event 241 4 14 3 2

38 Transport Courtesy 213 3 14 1

341F Property Found 1919

313 Complaint against Police 1917 1 1

78X Toll Evasion/TOS 183 9 1 2 3

8 911 Hang Up/Mis-Dial 167 9

60 Stolen Check/Wanted 162 14

302K K9 Sweep 1616

101 BOLO 156 5 1 3

59 MV Look Up 126 5 1

78 Toll Dispute 116 3 1 1

341L Property Lost 1111

310 Bridge Damage/PATCO Damage 111 5 2 2 1

81 General Complaint 102 8

56X Overdose 109 1

309T Training Assignment Detail 104 1 2 3

29 Alarm Activation 102 7 1

16 Hit & Run 94 3 2

71 Fight/Disturbance 88

5 Meet 83 2 1 2

14 Intoxicated Subject 81 7

220 Criminal History Check 77

98 Panhandling/Soliciting 61 5

70 Animal Complaint 51 2 2

63 Narcotics Offense 55

101S BOLO Suicidal 53 2

65 Vandalism/Criminal Mischief 44

52 Erratic Driver/Unfit Motorist 41 1 2

Activity for the Month of March 2018

197Adults: Juv.: 29CDS Arrests: 30DWI Arrests:11,682Calls for Service:

TotalCBB BFB PATCO BRB WWB

CBB: BFB: PATCO: BRB: WWB: Arrests NJ: Arrests PA:2 62 103 11 18 159 36

Total Arrests: 197

Incident Type

BFB: PATCO: BRB: WWB:3 5 20 0 6CBB:Reportable Accidents:

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

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

0 13 0 3 10

0 1 4 0 1

Arrests:

92 Lost Load 32 1

77 Domestic 31 1 1

65U Urinating/Defecating 33

17P Permit Premises Entry 33

87 Trespassing 22

83 Counterfeit 22

71R Road Rage 22

67 EDP (Emotionally Disturbed Person) 22

49X Inspection Report 21 1

49 Investigate Location Conditions 21 1

17X Open/Secured Property 21 1

TRN Train Problem Equipment/Mechanical 11

TRK Track Problem Equipment/Mechanical 11

96 Slow Traffic 11

85X Assault 11

76 Missing Person 11

74 Suicide Attempt 11

71X Harassment/Threats 11

64 Larceny/Theft 11

53 Abandoned Vehicle 11

48 Minor Incident 11

34 Suspicious Vehicle 11

25R Revenue Escort 11

20 Stolen/Recovered Vehicle 11

18 Robbery 11

11 Fire 11

01

FINANCE

REVENUE AUDIT

Reported traffic and revenue for all four DRPA bridges for the month of January 2018:

2017 2018

Cash Revenue $7,304,657.49 $7,056,476.95

ETC Revenue $17,871,939.38 $18,053,522.69

Total Revenue $25,176,596.87 $25,109,999.64

Non ETC Traffic 1,343,077 1,304,649

ETC Traffic 2,634,879 2,671,895

Total Traffic 3,977,956 3,976,544

DELAWARE RIVER PORT AUTHORITY Attachment 1

TRAFFIC & BRIDGE TOLL FIGURESFOR THE PERIODS INDICATED

MONTH OF JANUARY TRAFFIC BRIDGE TOLLS

-----2018----- -----2017-----INC/(DEC) INC/(DEC)

TRAFFIC TOLLS TRAFFIC TOLLS % AMOUNT % AMOUNT

BEN FRANKLIN 1,403,386 $7,880,229.46 1,407,401 $7,875,043.85 -0.29 (4,015) 0.07 $5,185.61

WALT WHITMAN 1,484,712 9,367,381.35 1,504,883 9,575,152.56 -1.34 (20,171) -2.17 (207,771.21)

COMMODORE BARRY 535,719 4,247,616.49 543,125 4,259,652.91 -1.36 (7,406) -0.28 (12,036.42)

BETSY ROSS 552,727 3,614,866.34 522,547 3,466,896.55 5.78 30,180 4.27 147,969.79

3,976,544 $25,110,093.64 3,977,956 $25,176,745.87 -0.04 (1,412) -0.26 ($66,652.23)

`

YEAR TO DATE TRAFFIC BRIDGE TOLLS

1/1/18 TO 1/31/18 1/1/17 TO 1/31/17

INC/(DEC) INC/(DEC)

TRAFFIC TOLLS TRAFFIC TOLLS % AMOUNT % AMOUNT

BEN FRANKLIN 1,403,386 $7,880,229.46 1,407,401 $7,875,043.85 -0.29 (4,015) 0.07 $5,185.61

WALT WHITMAN 1,484,712 9,367,381.35 1,504,883 9,575,152.56 -1.34 (20,171) -2.17 (207,771.21)

COMMODORE BARRY 535,719 4,247,616.49 543,125 4,259,652.91 -1.36 (7,406) -0.28 (12,036.42)

BETSY ROSS 552,727 3,614,866.34 522,547 3,466,896.55 5.78 30,180 4.27 147,969.79

TOTALS 3,976,544 $25,110,093.64 3,977,956 $25,176,745.87 -0.04 (1,412) -0.26 ($66,652.23)

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

Distribution: John Hanson

Jim White

REPORT OF THE CHIEF EXECUTIVE OFFICER

ATTACHMENT 2

PERSONNEL ACTIONS

DELAWARE RIVER PORT AUTHORITY

ACTIONS OF THE CHIEF EXECUTIVE OFFICER

COMMISSION MEETING APRIL 18, 2018

ARTICLE XII-A

ATTACHMENT 2

PERSONNEL

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

TEMPORARY APPOINTMENTS - None

APPOINTMENTS

Darleen Campbell

NJ

Toll Collector Operations Division Bridge/Toll (BFB)

03/26/2018

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION

Brian M. Bullion

NJ

From: Police Officer Public Safety Division WWB, Platoon 3

To: Acting Corporal of Police Public Safety Division WWB, Platoon 4 Eff: 03/03/2018 to 05/04/2018

Francis X. Fullerton

NJ

From: Police Officer Public Safety Division BFB, Platoon 3

To: Acting Corporal of Police Public Safety Division Transit Unit, Platoon 1 Eff: 03/03/2018 to 05/04/2018

John R. Gunning

NJ

From: Police Officer Public Safety Division Transit Unit, Platoon 1

To: Acting Corporal of Police Public Safety Division BFB, Platoon 1 Eff: 03/03/2018 to 05/04/2018

Kevin M. McClintock

NJ

From: Police Officer Public Safety Division Transit Unit, Platoon 3

To: Acting Corporal of Police Public Safety Division Transit Unit, Platoon 3 Eff: 03/03/2018 to 05/04/2018

Jonathan D. McDonnell

NJ

From: Police Officer Public Safety Division BFB, Platoon 2

To: Acting Corporal of Police Public Safety Division WWB, Platoon 2 Eff: 02/03/2018 to 05/04/2018

Actions of the Chief Executive Officer Commission Meeting of 04/18/2018 Page 2 of 3

TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION - Continued

Ryan T. Weis

NJ

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

To: Acting Highway Foreman Operations Division Highway (WWB) Eff: 03/10/2018 to 05/04/2018

Darcie A. deBeaumont

NJ

From: Manager, Accounting Finance Division Accounting (OPC)

To: Acting Director, Finance Finance Division Finance Director’s Office (OPC) Eff: 03/17/2018 to 03/25/2018

PROMOTIONS Toni Corsey

NJ

From: Toll Collector Operations Division Bridge/Toll (CBB)

To: Plaza Supervisor Operations Division Bridge/Toll (BFB) Eff: 03/17/2018

Aisha I. Toledo

PA

From: Toll Collector Operations Division Bridge/Toll (BRB)

To: Plaza Supervisor Operations Division Bridge/Toll (WWB) Eff: 03/17/2018

Tiffany N. Wright

PA

From: Toll Collector Operations Division Bridge/Toll (BFB)

To: Plaza Supervisor Operations Division Bridge/Toll (WWB) Eff: 03/17/2018

Scott M. Hillman

NJ

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

To: Highway Foreman Operations Division Highway (BFB) Eff: 03/31/2018

INTERAGENCY PROMOTION to PATCO - from DRPA - None

TITLE CHANGES - None

INTERAGENCY PROMOTION to DRPA - from PATCO - None

INTERAGENCY TRANSFERS to PATCO - from DRPA - None

INTERAGENCY TRANSFERS to DRPA - from PATCO - None

TRANSFERS - DEPARTMENTAL - None

Actions of the Chief Executive Officer Commission Meeting of 04/18/2018 Page 3 of 3

RETIREMENTS

Mark A. Gallo

NJ

Highway Foreman Operations Division Highway (BFB)

03/30/2018

Daniel J. Kinkler

NJ

Police Officer Public Safety Division BFB , Platoon 2

03/30/2018

Mantson T. Singleton

PA

Electrical Technician Operations Division Electrical (WWB)

03/30/2018

Jeffrey J. Trowbridge

NJ

Sergeant of Police Public Safety Division BRB

03/30/2018

RESIGNATIONS - None

END OF TEMPORARY ASSIGNMENT - None

DECEASED - None

REPORT OF THE CHIEF EXECUTIVE OFFICER

ATTACHMENT 3

CONTRACTS AND PURCHASES

ATTACHMENT 3

MONTHLY REPORTGENERAL PROCUREMENT ACTIVITY

During the month of March there were 76 Purchase Orders awarded totaling$1,827,350.46.

Approximately 3.11% or $56,832.06 of the monthly dollar total was made availableto MBE and WBE’s, representing 27.63% or 21 of the monthly total number ofPurchase Orders.

Of the total monthly procurement available to MBE’s and WBE’s, approximately11.12% or $6,318.84 was awarded to MBE’s and approximately 7.57% or $4,304.50was awarded to WBE’s.

Of the total number of Purchase Orders available to MBE’s and WBE’s,approximately 47.62% or 10 Purchase Orders were awarded to MBE’s andapproximately 19.05% or 4 Purchase Orders were awarded to WBE’s.

Page 1

April 18, 2018 1

ACTIONS OF THE CHIEF EXECUTIVE OFFICERARTICLE XII-C

ATTACHMENT 3CONTRACTS AND PURCHASES

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

Purchase Order 4500007564, Fox Machinery Associates, Inc. Exton, PA. Purchase of One(1) Sahinler Pinch Plate Rolls for WWB. Contract Value: $24,950.00. (Low Bid of 1, 11Vendors Solicited).

Purchase Order 4500007671, Yocom Shutters & Blinds. Wilmington, DE. PurchaseVertical Blinds for CBB Administration Building. Contract Value: $11,100.00. (Low Bid of3, 7 Vendors Solicited).

Purchase Order 4500007681, EPlus Technology, Inc. Newtown, PA. Purchase forComputer Equipment related to Internet Service, Memory Cards and Power Supplies.Contract Value: $18,817.40. (PA/COSTARS Contract).

Purchase Order 4500007714, EPlus Technology, Inc. Newtown, PA. Purchase forComputer Servers. Contract Value: $13,631.20. (PA/COSTARS Contract).

Purchase Order 4500007728, Dejana Truck & Utility Equipment. Kings Park, NY. PurchaseLawn Maintenance Equipment for BFB. Contract Value: $17,215.76. (COSTARS Contract).

Re: Article XII-C, Section 5

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

Contracts and Engineers: $9,133,661

2018 CAPITAL BUDGET

2018 Capital Budget – Realignment of Funds – From Schedule M: Main Projects – DRPAFunded OPC Parking Lot Resurfacing SCM.18001 to Schedule A: DRPA MiscellaneousProjects BFB Replacement of Toll Tunnel Sewer Pumps SCA.18036. This Funding Will beUsed to Replace the BFB Water Pump System. Budget Amount: $20,000.00.

SCHEDULE 1

Contract Retained Prior Invoice

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

Modjeski & Masters, Inc.

(DRPA-16-001) Commodore Barry Bridge - Structural Rehabilitation - Phase 2 - Design 1,409,403$ 71.2% 1,003,392$ 59,315$ 939,269$ 20 4,808$

Brinckerhoff Environmental Services, Inc.

(DRPA-14-030) Remedial Investigation for New Jersey Sites 611,119 88.4% 540,300 35,655 504,054 34 591

(DRPA-15-147) Remedial Investigation of Gateway Properties 1,599,883 90.3% 1,444,131 84,636 1,313,471 29 46,023

Chammings Electric, Inc.

(DRPA-17-064) WWB Administration Building Generator Replacement 1,040,990 16.5% 254,540 25,454 154,985 3 74,102

HNTB Corporation

(DRPA-11-065) PATCO Lindenwold Yard Track Rehabilitation - Design Services 3,090,675 99.8% 3,084,257 0 2,979,805 36 104,452

(DRPA-16-111) PATCO Lindenwold Yard & Viaduct CM Services 6,293,482 10.8% 678,717 62,119 342,859 11 - 13 273,738

(DRPA-17-031) BFB Maintenance Paint & Steel Repair 2,848,457 34.8% 990,798 66,440 742,940 8 181,419

Ammann & Whitney

(DRPA-12-082) BFB South Walkway Bicycle & Pedestrian Ramp 987,254 96.2% 949,808 69,378 868,288 27 12,143

Jacobs Engineering Group, Inc.

(DRPA-15-050) Rehabilitation of Track Structure on the Westmont Viaduct 1,969,847 91.4% 1,799,845 162,097 1,591,545 31 46,203

Parsons Transportation Group

(DRPA-17-049) BFB Bridge Deck Resurfacing 1,798,300 15.1% 271,493 22,684 163,326 2 85,483

(DRPA-17-032) WWB Anchorage Preservation - Design 1,185,777 34.3% 406,901 40,690 0 1 - 4 366,211

STV Inc.

(DRPA-17-066) BRB Painting - Phase 1 - Design 2,524,173 2.5% 63,021 5,136 30,746 2 - 3 27,139

A.P. Construction, Inc.

(DRPA-17-047) PATCO Collingswood Station Parking Lot Storm Water Rehabilitation 811,774 61.5% 499,011 49,901 352,987 4 96,124

(DRPA-17-046) PATCO Installation of Elevators in Remaining PATCO Stations 31,900,000 0.2% 176,666 17,667 43,650 2 115,349

Burns Engineering, Inc.

(DRPA-17-069) PATCO Re-Opening Franklin Square Station - Design 2,087,352 3.4% 70,447 7,026 0 1 - 2 63,421

Gannett Fleming, Inc.

(DRPA-16-011) PATCO Control Center Relocation 1,659,989 62.9% 1,044,813 104,481 882,970 14 57,362

Alstom

(DRPA-10-154) PATCO Transit Car Overhaul 194,197,337 73.2% 142,132,744 7,106,637 128,956,576 107 - 112 6,069,531

AECOM

(DRPA-13-001) PATCO Right of Way Embankment - Phase 5 610,096 82.7% 504,438 35,308 467,553 33 1,577

(DRPA-15-146) Betsy Ross Bridge Maintenance Painting & Steel Repairs 794,428 79.4% 631,028 0 628,405 18 2,623

(DRPA-17-067) BFB Main Cable Dehumidification - Construction Monitoring 2,065,270 3.0% 62,138 5,648 0 1 - 2 56,490

Johnson, Mirmiran & Thompson

April 18, 2018

BRIDGES AND PATCO SYSTEM

SUMMARY OF AUTHORIZED CONTRACT AND ENGINEERING PAYMENTS

ARTICLE XII-C, SECTION 5

Completed Work (Billed)

1

Contract Retained Prior Invoice

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

April 18, 2018

BRIDGES AND PATCO SYSTEM

SUMMARY OF AUTHORIZED CONTRACT AND ENGINEERING PAYMENTS

ARTICLE XII-C, SECTION 5

Completed Work (Billed)

(DRPA-15-098) WWB Painting Suspension Spans & Towers 7,386,366 62.0% 4,576,740 288,893 4,089,593 27 - 28 198,254

(DRPA-17-056) BFB South Walkway Bicycle & Pedestrian Ramp - CMS 1,273,000 10.3% 131,159 11,792 72,330 4 47,037

Sowinski Sullivan Architects

(DRPA-13-080) Design Services for Installing Elevators in Remaining PATCO Stations 1,910,439 81.4% 1,554,997 17,072 1,527,852 32 10,073

South State, Inc.

(DRPA-17-055) BFB South Walkway Bicycle & Pedestrian Ramp 7,888,346 2.2% 174,153 17,415 82,638 3 74,100

Railroad Construction/Railroad Construction Co. of SJ, Inc.

(DRPA-15-049) Rehabilitation of Track Structure on the West Viaduct 11,750,000 92.0% 10,807,091 834,105 9,912,188 27 60,798

(DRPA-17-003) BFB ROW Repairs 2,947,720 87.9% 2,590,286 129,514 2,403,772 10 57,000

(DRPA-17-038) PATCO Lindenwold Yard & Viaduct Rehabilitation 36,028,545 4.2% 1,510,842 211,358 1,157,154 4 142,331

Corcon, Inc.

(DRPA-15-081) WWB Bridge Painting Suspension Spans and Towers 56,566,740 100.1% 56,615,218 2,830,761 53,242,269 28 542,189

Transportation Resource Associates, Inc.

(DRPA-16-170) DRPA/PATCO Threat & Vulnerability Assessment 477,516 100.0% 477,516 0 407,988 17 - 18 69,528

Cherry, Weber & Associates

(DRPA-17-028) BRB NJ Route 90 Resurfacing Design 1,075,978 43.6% 469,054 0 410,552 7 58,502

D.A. Nolt, Inc.

(DRPA-17-045) WWB Facilities Roof Replacements 1,280,754 85.9% 1,100,729 82,555 872,838 4 145,336

Thornton Tomasetti

(DRPA-16-022) BFB Suspension Cable Investigation / Rehabilitation Design 3,541,700 82.1% 2,906,169 62,121 2,800,320 18 43,727

Total Contract and Engineer Payments 9,133,661$

2

REPORT OF THE CHIEF EXECUTIVE OFFICER

ATTACHMENT 4

EEO REPORT

DELAWARE RIVER PORT AUTHORITY EEO SCORECARDATTACHMENT 5

QUARTER ENDING MARCH 31, 2018

CURRENT UTILIZATION

EEO CATEGORIES TOTAL BLACK or HISPANIC AMERICAN INDIAN TWO TOTAL

EMPLOYEES FEMALE AFRICAN or ASIAN or or MINORITY

AMERICAN LATINO ALASKA NATIVE MORE RACES

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

OFFICIALS &

ADMINISTRATORS 77 17 22% 17 22% 1 1% 2 3% 0 0% 0 0% 20 26%

PROFESSIONALS 108 61 56% 28 26% 9 8% 1 1% 0 0% 2 2% 40 37%

TECHNICIANS 20 6 30% 1 5% 0 0% 2 10% 0 0% 0 0% 3 15%

PROTECTIVE

SERVICE WORKERS 126 11 9% 12 10% 11 9% 0 0% 0 0% 0 0% 23 18%

ADMINISTRATIVE

SUPPORT 105 52 50% 37 35% 3 3% 0 0% 0 0% 1 1% 41 39%

CRAFT WORKERS

(SKILLED) 133 4 3% 6 5% 4 3% 1 1% 0 0% 0 0% 11 8%

TOTALS 569 151 27% 101 18% 28 5% 6 1% 0 0.00% 3 0.53% 138 24%

QUARTER ENDING DECEMBER 31, 2017

CURRENT UTILIZATION

EEO CATEGORIES TOTAL BLACK or HISPANIC AMERICAN INDIAN TWO TOTAL

EMPLOYEES FEMALE AFRICAN or ASIAN or or MINORITY

AMERICAN LATINO ALASKA NATIVE MORE RACES

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

OFFICIALS &

ADMINISTRATORS 77 16 21% 17 22% 1 1% 2 3% 0 0% 0 0% 20 26%

PROFESSIONALS 106 58 55% 27 25% 8 8% 1 1% 0 0% 2 2% 38 36%

TECHNICIANS 20 6 30% 1 5% 0 0% 2 10% 0 0% 0 0% 3 15%

PROTECTIVE

SERVICE WORKERS 129 12 9% 12 9% 12 9% 0 0% 0 0% 0 0% 24 19%

ADMINISTRATIVE

SUPPORT 105 53 50% 35 33% 4 4% 0 0% 0 0% 1 1% 40 38%

CRAFT WORKERS

(SKILLED) 137 4 3% 7 5% 4 3% 1 1% 0 0% 0 0% 12 9%

TOTALS 574 149 26% 99 17% 29 5% 6 1% 0 0.00% 3 0.52% 137 24%

DRPA EEO CATEGORIES

(By State)

STATE OF

RESIDENCE

JOB TITLE DE NJ PA

1 Chief Executive Officer 1

2 Chief Administrative Officer 1

3 Chief Engineer 1

4 Chief Financial Officer 1

5 Chief Operating Officer 1

6 Deputy Chief Executive Officer 1

7 Deputy General Counsel 1 1

8 General Counsel/Corporate Secretary 1

1 Bridge Directors 2

2 Captain of Police 2 1

3 Director, Corporate Communications & Community Relations 1

4 Director, Finance 1

5 Director, Fleet Management 1

6 Director, Government Relations 1

7 Director, Homeland Security & Emergency Management 1

8 Director, Human Resource Services 1

9 Director, Information Services 1

10 Director, Procurement 1

11 Director, Risk Management 1

12 Director, Strategic Initiatives 1

13 Engineering Program Manager 1

14 Manager, Construction & Maintenance 1

15 Manager, Planning & Design 1

16 Police Chief 1

1 Construction & Maintenance Manager 1 3

2 Fleet Shop Manager 1

3 Manager, Accounting 1

4 Manager, Budget/Financial Analysis 1

5 Manager, Capital Grants 1

6 Manager, Community Relations 1

7 Manager, Contract Administration 1

8 Manager, Government Relations 1

9 Manager, Internal Audit 1

Page 1 of 6As of MARCH 31, 2018

Prepared: MARCH 26, 2018

DRPA EEO CATEGORIES

(By State)

STATE OF

RESIDENCE

JOB TITLE DE NJ PA

10 Manager, Payroll 1

11 Manager, Production Systems 1

12 Manager, Revenue Audit 1

13 Manager, Special Projects 1

14 Sr. Project Manager 1

15 Toll Manager 1 1

1 Electrical Foreman 4

2 Fleet Foreman 2

3 Highway Foreman 1 5 1

4 HVAC Foreman 2

5 Lead Programmer/Analyst 1

6 Maintenance Foreman 8

7 Purchasing Agent 1

8 Sr. Accountant 1

9 Supervisor, Revenue Audit 1

1 Supervisor, Central Storeroom 1

2 Supervisor, Mail Room 1

3 Supervisor, Print Shop 1

OFFICIALS & ADMINISTRATORS (Total By State) 3 48 26

TOTAL OFFICIALS & ADMINISTRATORS 77

1 Lieutenant of Police 3 2

1 Plaza Supervisor 13 12

1 Administrative Coordinator 1 13 10

2 C&M Technical Assistant 2

Page 2 of 6As of MARCH 31, 2018

Prepared: MARCH 26, 2018

DRPA EEO CATEGORIES

(By State)

STATE OF

RESIDENCE

JOB TITLE DE NJ PA

3 Digital Communications Specialist 1 1

4 EEO Specialist 1

5 Grants Specialist 1

6 Graphic Design Administrator 1

7 HRIS Specialist 1

8 HRS Specialist 1 1

9 Management Analyst 1

10 Purchasing Specialist 4

11 Sr. Reproduction Technician 1

1 Accountant 1 1

2 Administrator, Compensation/HRIS 1

3 Administrator, Employee Relations, Programs & Policies 1

4 Administrator, Staffing & Recruiting 1

5 Administrator, Training & Employee Development 1

6 Associate Engineer 2 1

7 Auditor 1

8 Budget Analyst 1

9 Claims Administrator 1 1

10 Construction Contract Compliance Specialist 1

11 Contract Administrator 2

12 Financial Analyst 1

13 IT Auditor 1

14 Project Manager (Office of the CAO) 1

15 Project Manager, HS & EM 1

16 Records Manager 1

17 Revenue Analyst 1

18 Safety Specialist 1 1

1 Assistant General Counsel 4 2

2 Electrical Engineer 1

3 Principal Engineer 2

4 Senior Engineer 4 1

PROFESSIONALS (Total By State) 1 67 40

Page 3 of 6As of MARCH 31, 2018

Prepared: MARCH 26, 2018

DRPA EEO CATEGORIES

(By State)

STATE OF

RESIDENCE

JOB TITLE DE NJ PA

TOTAL PROFESSIONALS 108

1 Police Officer 3 69 22

1 Corporal of Police 10 2

1 Sergeant of Police 16 4

PROTECTIVE SERVICE WORKERS (Total By State) 3 95 28

TOTAL PROTECTIVE SERVICE WORKERS 126

1 HVAC Technician 6 2

1 Auto Technician 12 4

1 Electrical Technician 18 4

1 Construction & Maintenance Mechanic 2 29 15

1 Maintenance Technician 1 33 8

CRAFT WORKERS (SKILLED) (Total By State) 3 98 33

TOTAL CRAFT WORKERS (SKILLED) 134

Page 4 of 6As of MARCH 31, 2018

Prepared: MARCH 26, 2018

DRPA EEO CATEGORIES

(By State)

STATE OF

RESIDENCE

JOB TITLE DE NJ PA

1 Business Analyst 1

2 Data Base Administrator 1

3 Network Technician 4

4 Programmer/Analyst 1 1

5 Systems Administrator 8 1

6 User Support Administrator 1 1 1

TECHNICIANS (Total By State) 1 16 3

TOTAL TECHNICIANS 20

1 Customer Service Coordinator 2

2 Executive Assistant to the CEO 1

3 Executive Legal Secretary 1

4 Legal Assistant, Claims 1

5 Legal Secretary 1 1

1 Accounting Clerk 1 1

2 Administrative Clerk (Revenue Audit) 1

3 Building Services Clerk 1 1

4 Contracts Administration Clerk 1

5 Data Base Clerk 2

6 Dispatcher 11 6

7 Lead Dispatcher 1

8 File Clerk 1 1

9 Media Specialist 1

10 Purchasing Clerk 1

11 Reproduction Technician 1

12 Temporary With Benefits (Mailroom) 1

1 Revenue Auditor 1 5

Page 5 of 6As of MARCH 31, 2018

Prepared: MARCH 26, 2018

DRPA EEO CATEGORIES

(By State)

STATE OF

RESIDENCE

JOB TITLE DE NJ PA

1 Toll Collector 35 21

1 Revenue Operations Clerk 3

ADMINISTRATIVE SUPPORT (Total By State) 1 67 36

TOTAL ADMINISTRATIVE SUPPORT 104

TOTAL EMPLOYEES BY STATE 12 391 166

TOTAL DRPA EMPLOYEES - 569

SUMMARY (Employee Class)

NON-REP 5 133 73

211

IUOE 3 147 61

211

IBEW 1 16 4

21

FOP 3 95 28

126

Page 6 of 6As of MARCH 31, 2018

Prepared: MARCH 26, 2018

PATCO EEO CATEGORIES

(By State)

STATE OF

RESIDENCE

JOB TITLE DE NJ PA

1 General Manager 1

2 Assistant General Manager 1

3 Director, Equipment 1

4 Director, Fare Collection Operations 1

5 Director, Finance 1

6 Director, Safety Services 1

7 Director, Transit Services 1

8 Director, Way & Power 1

9 Technical Supervisor, Administration/Projects 1

10 Technical Supervisor, Civil & Mechanical Systems 1

11 Technical Supervisor, Equipment 1

12 Technical Supervisor, Transit Services 1

13 Manager, Electrical & Electronics 1

14 Manager, Fare Collection 1

15 Manager, Mechanical & Custodial 1

16 Manager, Passenger Services 1

17 Manager, Power, Signals & Communications 1

18 Manager, Track & Signals

19 Manager, Track, Structures & Mechanical 1

20 Supervising Dispatcher 1 1

21 Dispatcher 7 1

22 Dispatcher Trainee 4

23 Electrical Foreman 4

24 Fare Collection Foreman 1

25 Mechanical Foreman 1 1

26 Payroll Administrator 1

27 Senior Accountant 3

28 Track Foreman 2 1

29 Purchasing Agent 1

30 Maintenance Foreman 1

31 Money Room Supervisor 1

32 Supervisor, Transit Services 4

33 Supervisor/Traffic Analyst 4 1

34 Traffic Analyst

35 Supervisor, Stores (Storeroom) 1

36 Custodial Foreman 1

37 Station Supervisor 9 1

38 Fleet Foreman 1

OFFICIALS & ADMINISTRATORS (Total By State) 0 57 14

TOTAL OFFICIALS & ADMINISTRATORS 71

Page 1 of 3As of MARCH 31, 2018

Prepared: March 26, 2018

PATCO EEO CATEGORIES

(By State)

STATE OF

RESIDENCE

JOB TITLE DE NJ PA

1 Project Manager, Technical 1

2 Fare Collection & Revenue System Analyst

3 Safety Specialist 2

4 Administrative Coordinator 3 (to the GM) 1

5 Administrative Coordinator 7

6 Purchasing Specialist 3

PROFESSIONALS (Total By State) 0 13 1

TOTAL PROFESSIONALS 14

1 Train Operator 42 13

PARAPROFESSIONALS (Total By State) 0 42 13

TOTAL PARAPROFESSIONALS 55

1 Custodian 24 11

2 Revenue Collector 2

SERVICE MAINTENANCE (Total By State) 0 26 11

TOTAL SERVICE MAINTENANCE 37

1 Storekeeper 5

2 Accounting Clerk 1

3 Payroll Clerk 1

4 Purchasing Clerk

5 Customer Service Agent/Traffic Checker 5 2

6 Data Entry Clerk 1

ADMINISTRATIVE SUPPORT (Total By State) 0 12 3

TOTAL ADMINISTRATIVE SUPPORT 15

Page 2 of 3As of MARCH 31, 2018

Prepared: March 26, 2018

PATCO EEO CATEGORIES

(By State)

STATE OF

RESIDENCE

JOB TITLE DE NJ PA

1 Electronic Technician 1 19

2 Machinist 1/C 2

3 Machinist 1/C Tool Maker 1

4 Maintenance Mechanic 1/C 3

5 Mechanical & Structural Technician 13

6 Maintainer (Way & Power) 18 7

7 Maintainer Apprentice (Way & Power) 1

8 Equipment Electrician 2 3

9 Equipment Electrician A/C 5

10 Machine Operator 1/C 4

11 Equipment Mechanic 1 19

12 Fare Collection Repairman 2 1

13 Grounds Keeper 2

14 Car Monitoring & Diagnostic System Technician 1

15 Track Mechanic 11 6

16 Welder 1

CRAFT WORKERS (SKILLED) (Total By State) 2 104 17

TOTAL CRAFT WORKERS (SKILLED) 123

TOTAL EMPLOYEES BY STATE 2 254 59

TOTAL PATCO EMPLOYEES 315

SUMMARY (Employee Class)

NON-REP 0 82 18

100

TEAMSTERS 2 172 41

215

Page 3 of 3As of MARCH 31, 2018

Prepared: March 26, 2018

REPORT OF THE CHIEF EXECUTIVE OFFICER

ATTACHMENT 5

LEGAL STATISTICS REPORT

Matter Count Report

by Open Date ; opendate: from 03/01/2018 up to 03/31/2018

by Matter Sub-Type

Date Range: 03/01/2018 03/31/2018to

Range RangeMattersMatter Sub-Type

Opened In Closed InTotal Pending

Contracts / Contracts/Construction 2 3 1

Contracts / Contracts/Consulting 1 1 0Contracts / Contracts/Operating 1 2 1Contracts / Contracts/Process and 1 1 0

Contracts / Contracts/Purchase 2 3 1Contracts / Contracts/Real Estate 1 1 0Contracts / Contracts/Real Estate ROEI 2 3 1

Contracts / Contracts/Service 3 3 0Employment / Employment/ADA 2 2 0Employment / Employment/Discipline 1 12 11

Employment / Employment/FMLA 17 18 1Employment / Employment/S/L Term 4 4 0Employment / Employment/Termination 2 2 0

Employment / Employment/Title VII 1 1 0Employment / Employment/Workers' 8 8 0Financial / Financial/Taxes 1 1 0

Insurance / Insurance/Application 1 1 0Investigation / Investigation/Harassment 1 1 0Personal Injury / Personal Inj/Slip and 2 2 0

Property Damage / Property 15 15 0Property Damage / Property 0 1 1Real Estate / Inspection 1 1 0

Right to Know / Records Review 1 1 0

CaseTrack

03/27/2018 1Page:

Range RangeMattersMatter Sub-Type

Opened In Closed InTotal Pending

Subpoena / Documents 1 1 0

Subpoena / Individual Testimony 1 1 0

25 Items 72 89 17

CaseTrack

03/27/2018 2Page:

CFO REPORT

April 3, 2018

2017 vs. 2018 YTD thru 1/31/18 2017 Actual 2018 Actual Year-to-Year Change % Change

DRPA Traffic 3,977,956 3,976,544 (1,412) (0.04%)

DRPA Toll Revenues $25,176,746 $25,110,094 ($66,652) (0.26%)

Average Toll $6.3291 $6.3146 ($0.0145) (0.23%)Note: Snow impacted February 2016

2017 vs. 2018 YTD thru 2/28/18 2017 Actual 2018 Actual Year-to-Year Change % Change

PATCO Ridership 1,731,878 1,713,579 (18,299) (1.06%) PATCO Net Passenger Revenues $4,293,028 $4,242,656 ($50,371) (1.17%)

Average Fare $2.4788 $2.4759 ($0.0029) (0.12%)

PATCO Ridership Increase (Decrease) from prior month 24,488 PATCO Revenue Increase (Decrease) from prior month $79,890

2018 YTD thru 1/31/18 2018 Budget (1 mo) 2018 Actual (1 mo) (Under) / Over Budget % (Under) / Over Budget

DRPA Traffic 3,760,399 3,976,544 216,145 5.75%

DRPA Toll Revenues $23,798,385 $25,110,094 $1,311,709 5.51%

Frequent Bridge Traveler Credit $128,026 $115,326 ($12,700) (9.92%)

Delayed Transaction (Net) Revenue $182,894 $142,839 ($40,055) (21.90%) # of Transactions Reviewed: 64,026 YTD 2018 # of Transactions Reviewed: 1,680,711 since 5/16

2017 vs. 2018 YTD thru 2/28/18 2018 Budget (2 mo) 2018 YTD Actual (2 mo) (Under) / Over Budget % (Under) / Over Budget

PATCO Ridership 1,690,152 1,713,579 23,427 1.39%

PATCO Net Passenger Revenues $4,112,545 $4,242,656 $130,111 3.16%

PATCO Ridership Increase (Decrease) from prior month 57,659PATCO Revenue Increase (Decrease) from prior month $203,201

2017 YTD thru 12/31/17 2017 YTD Budget 2017 YTD Actual (Under) / Over Budget % (Under) / Over Budget DRPA Budget $99,180,718 $95,833,859 ($3,346,859) (3.37%)

PATCO Budget $56,726,477 $51,302,596 ($5,423,881) (9.56%)

Total $155,907,195 $147,136,455 ($8,770,740) (5.63%)

Change in Budget variance $1,459,195

2017 YTD thru 12/31/17 2017 YTD Budget 2017 YTD Actual (Under) / Over Budget % (Under) / Over Budget

PATCO Subsidy ($35,823,624) ($28,964,994) ($6,858,630) (19.15%)

Estimated Balance as of 3/31/2018 $576.1 million

Est. Change from previous month ($5.7) million - increase since 2/28/2018

Note: DRPA 2013 bond project fund closed out in January 2018

CONSULTATIVE AND DELIBERATIVE WORKPAPERS

DRPA/PATCO UNAUDITED FINANCIAL SUMMARY - April 4th Finance Committee Meeting

BUDGET VS. ACTUAL

BUDGET VS. ACTUAL (UNAUDITED)

YEAR-TO-YEAR COMPARISON

DRPA TRAFFIC / PATCO RIDERSHIP AND REVENUE

OPERATING EXPENSES - YTD December 31, 2018

ESTIMATED GENERAL FUND BALANCE

April 3, 2018

CONSULTATIVE AND DELIBERATIVE WORKPAPERS

DRPA/PATCO UNAUDITED FINANCIAL SUMMARY - April 4th Finance Committee Meeting

TOTAL DRPA BOND DEBT

(in thousands of dollars)

2/28/2018 2/28/2017 1/1/2019 maturitiesTotal Debt Outstanding 1,378,800$ 1,434,665$ (59,050)$

As of 2/28/2018 (in thousands of dollars)

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

Fixed Rate Bonds 918,635 918,635$ 66.6% see belowVariable Rate Bonds (LOC backed) 217,875 15.8% see belowVariable Rate Bonds (Direct Purchase) 242,290 17.6% Not rated

Total Debt 1,378,800$ 100.0%

Revenue Bonds 1,245,125$ 90.3% A2 stable/ A stable

PDP Bonds 133,675 9.7% Baa2 stable / A- stableTotal Debt 1,378,800$ 100.0%

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

Est. LOC Principal O/S Letter of Credit Banks Bond Principal Outstanding Expiration Date

2008 Rev. Ref. Bonds Series A $0 Bank of America $0 LOC terminated 7/25/16Series B 113,178 TD Bank 111,240 12/31/22

2010 Rev. Ref. Bonds Series A 0 Royal Bank of Canada $0 LOC terminated 7/25/16Series B 108,493 Barclay's Bank 106,635 3/18/22Series C 0 Bank of NY Mellon 0 LOC terminated 6/9/16

$221,670 $217,875

Var Rate Direct Purchase Bank Loans Principal Outstanding Direct Purchase Banks Loan Principal Outstanding Expiration Date

2008 Rev. Ref. Bonds Series A* $100,120 Bank of America $100,120 7/15/20202010 Rev. Ref. Bonds Series A* $51,305 Bank of America $51,305 7/15/20202010 Rev. Ref. Bonds Series A* $55,330 TD Bank $55,330 7/15/20212010 Rev. Ref. Bonds Series C* $35,535 Wells Fargo $35,535 6/9/2021

$242,290 $242,290

Original Notional Current Notional AmountAmount Active Swaps* MTM Value Est. Change from 12/31/16 Est. Change from 12/31/15

$811 $460.2 ($77.9) $35.1 $61.7Change from 12/31/17 ($44.6) $10.7

TD Bank and Wells Fargo new swap counterparties as of July 2015 (replaced UBS)*Current Notional Amounts: As of Jan. 1, the notional values for the 1995 and 1999 swaps are $211.4 and $248.8 million, respectively, or a total of $460.2 million Note: Notional amount has decreased by $44.6 millions since 12/31/17.

KEY 2013 - 2016 FINANCE ACTION PLAN INITIATIVES

3. New Bond issue: Ratings agency (Moody's & S&P) and investor presentations completed in November. S&P Ratings increased from A- to A.4. S&P affirms ratings December 2014.5. Feb. 2015: Barclays agreed to extend the LOC to March 20, 2018, at a reduced facility rate of 7.5 basis points - expected $95k decrease in annual fees.6. July: Swap Novation - UBS replaced as swap counterparty on both DRPA active swaps. TD Securities & Wells Fargo are the new counterparties (2015).7. July: Loan Guarantee with TD Bank finalized.- $796K for 10 years.8. July : Reinstitution of E-ZPass Commuter Discount - December 1, 2015 implementation date.

10. In April, S&P upgraded the DRPA's PDP debt from "BBB" to A stable. S&P reaffirmed the ratings on Revenue Bonds at A, stable.11. Reallocation of $3.5 million in unspent Ec. Development funds to help fund WWB repainting project, PATCO vulnerability study, etc.

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

1. DRPA has received multiple proposals from investment banks relative to refunding a portion of the 2010 D bonds.2. DRPA completed TD Bank LOC transaction on Nov. 21, with savings of approx. $1.0 million over 5 years.

1. DRPA has extended Barclays LOC for 4 year term at slighly reduced LOC facility costs.2. DRPA Board has authorized defeasement of all or portion of 2010D bonds based on market conditions3. DRPA Board has authorized new money issuance subject to market conditions4. DRPA assessing impact of new tax law on FRN (Floating Rate Notes) procured with 3 banks in 2016. (See principal amounts above)5. Investment analysis of General Fund and new proposed investment guidelines to be presented in May (under bond counsel review)

2. 2008 Revenue Bond LOCs extensions were completed on June 28. Retaining TD Bank and Bank of America with fees at 0.655% to 0.70%, respectively.

Total Letters of Credit

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

Variable Rate Bond Issues

*LIBOR Index Rate Mode

Total Swap Valuation - 03/31/18 (in millions)

1. LOC restructuring for 2010 Revenue Refunding Bonds closed on March 21, 2013. Three new LOC providers. LOCs fees range from 0.45% to 0.70%.

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

2017 Action Plan Initiatives

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

2018 Action Plan Initiatives

Total Direct Purchase Bonds

TOTAL BOND DEBT BY TYPE

ANNUAL REPORT TO THE

GOVERNORS

Delaware River Port Authority

Annual Report to the Governors and Legislatures of the

State of New Jersey and the Commonwealth of Pennsylvania

Table of Contents

Page

I. Introduction 1

II. Reporting Entity 2

III. Compact Reporting Requirements 3

Enclosed Reports:

Report of 2017 Activities and Accomplishments Appendix A

2017 Operating Expenses - Statement of Actual versus Budget (Unaudited)

Appendix B

2017 Capital Project Expenditures (Unaudited) Appendix C

Contracts Exceeding $100,000 Entered Into During 2017 Appendix D

Accompanying Reports:

2018 Capital Program (Board Approved)

Strategic Business Plan: 2018 Overview of Goals and Objectives

Combined Financial Statements and Notes to Combined Financial Statements (Unaudited) for the Year Ended December 31, 2017

2016 Comprehensive Annual Financial Report

Delaware River Port Authority 2017 Annual Report to the Governors and Legislatures of New Jersey and Pennsylvania Page 1

Introduction

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

� Report of 2017 Activities and Accomplishments (Appendix A) � 2017 Operating Expenses (Unaudited) – Statement of Actual versus Budget

(Appendix B) � 2017 Capital Project Expenditures (Unaudited) (Appendix C) � Contracts Exceeding $100,000 Entered into During 2017 (Appendix D)

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

� 2018 Capital Program (Board Approved) � Strategic Business Plan: 2018 Overview of Goals and Objectives � Combined Financial Statements and Notes to Combined Financial Statements

(Unaudited) – for the Year Ended December 31, 2017 Also included is the Authority’s 2016 Comprehensive Annual Financial Report which received the Government Finance Officers’ Association’s Certificate of Achievement for Excellence in Financial Reporting for the twenty-fifth consecutive year. This report provides information on the activities and operations of the Authority during 2016 and may be useful in providing an overview of the Authority’s operations.

Delaware River Port Authority 2017 Annual Report to the Governors and Legislatures of New Jersey and Pennsylvania Page 2

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

Delaware River Port Authority 2017 Annual Report to the Governors and Legislatures of New Jersey and Pennsylvania Page 3

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

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

The operations and accomplishments of the Authority are provided in the enclosed report entitled, “Report of 2017 Activities and Accomplishments.” (See Appendix A)

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

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

The Authority’s Combined Financial Statements for the Year Ended December 31, 2017 (Unaudited), present the financial position of the Authority in all material respects. The following indicates where the information specified above is presented in the Combined Financial Statements and or in certain additional reports. Revenues and Expenses – Operating Purposes: The “Statement of Revenues and Expenses” and the “Combined Statement of Cash Flows” of the Authority’s Combined Financial Statements, detail the Authority’s unaudited operating revenues and expenses for 2017. In addition, the enclosed “2017 Operating Expenses – Statement of Actual versus Budget,” details unaudited operating expenses by budgeted cost element against the 2017 DRPA and PATCO operating budgets. (See Appendix B) Revenues and Expenses – Capital Purposes: The “Combined Statement of Cash Flows” of the Authority’s Combined Financial Statements provides the amount of funds used for acquisition and construction of capital assets, net of retirements, during 2017. In addition, the enclosed “2017 Capital Project Expenditures (Unaudited)” (Appendix C) provides a listing of the project expenditures for 2017 capital projects.

Delaware River Port Authority 2017 Annual Report to the Governors and Legislatures of New Jersey and Pennsylvania Page 4

The Authority has several PATCO transit system capital projects for which federal and state grants provided funding. During 2017, acquisition, construction, and rehabilitation of the bridges and transit system capital assets qualified for grants totaling $8.99 million. In addition, during 2017, the Authority received $0.44 million in federal and state grants to fund certain operating expenses.

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

Information relating to assets, liabilities, reserves and depreciation is provided in the Authority’s Combined Financial Statements and accompanying notes. Following is a summary of these items: Assets and liabilities: The Combined Balance Sheet shows the Authority’s assets and liabilities at December 31, 2017. Reserves / Provisions: The Authority maintains a reserve for sick and vacation leave benefits. Prior to 1993 the Authority maintained actuarially determined reserves for sick leave in accordance with its sick leave benefits policy. During 1993, the Authority changed its policy for the majority of its represented employees and all non-represented employees, eliminating future accumulations of unused sick pay for which employees may be compensated, and freezing the number of days eligible for payment at separation. As a result of this change, the remaining reserve for sick pay benefits is determined sufficient to meet the associated liability and will require no further additions for the foreseeable future. Reimbursement for accumulated sick leave at separation is charged against the sick leave reserve. The Authority maintains reserves for the uninsured portion of workers’ compensation and general liability claims. Reserves necessary to provide for the self-insured portion of these workers’ compensation and general liability claims are periodically reviewed by staff and third parties to ensure their adequacy. Amounts are charged against operations during the year to maintain a sufficient level of reserves. In accordance with the Authority’s Indentures of Trust, the Authority maintains certain funds as reserves for its outstanding long term debt.

Delaware River Port Authority 2017 Annual Report to the Governors and Legislatures of New Jersey and Pennsylvania Page 5

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

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

Note 12 to the Combined Financial Statements (Funded Debt and Long Term Debt) provides a listing of all the Authority bonds and notes outstanding at December 31, 2017, and relevant information pertaining to these obligations.

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

This information is provided in the enclosed report entitled, “Contracts Exceeding $100,000 Entered into During 2017.” (See Appendix D)

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

The Delaware River Port Authority’s “Strategic Business Plan: 2018 Overview of Goals and Objectives” is enclosed. This report is the most recent update of the Delaware River Port Authority’s Strategic Plan that was prepared in 2017.

(7) a five-year capital plan.

The Delaware River Port Authority’s 2018 Capital Program, which was approved by the Authority Board of Commissioners in December 2017, is enclosed.

APPENDIX A

Delaware River Port Authority

Report of 2017 Activities and Accomplishments

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Delaware River Port Authority 2017 Activities and Accomplishments

FINANCE (unaudited)

� 2017 Budget vs. Actual: The Delaware River Port Authority and PATCO continue to

maintain strong financial discipline in its operations. For the 16th consecutive year, the

Authority’s unaudited operating expenses for 2017 will come in under budget.

� General Fund Growth: Our continued strong financial showing during 2017 resulted in

an increase of approximately $35 million in the Authority’s General Fund. These

additional funds were moved into our “pay­go­capital reserve,” which is available to

partially fund the remainder of our 5­year Capital Program. (This increase is net of

capital expenditures funded in 2017)

� Passage of 2018 Capital Budget – In November, the Authority’s Board passed the 2018 Capital Budget, in the amount of $166.8 million and the complete 5­year plan, totaling $770.3 million (net of grants).

� Funding sources for Capital Plan: As of December 31, 2017, DRPA had approximately $600 million in bond project funds and General Funds, which could be used to fund its 5­year capital plan.

� 2018 Budget: In December, DRPA’s Board passed an overall budget for 2018 consisting of $376.7 million in revenues against overall expenses of $299.5 million, with an expected $77.2 million increase in the General Fund (prior to use to fund capital expenditures).

� Operating Budgets for DRPA and PATCO: The total combined operating budgets totaled $155.9 million ($99.2 million for DRPA and $56.7 million for PATCO) For 2017, DRPA/PATCO unaudited expenses were under budget by slightly more than 5% (See Appendix B)

� PATCO Ridership growth: Total ridership during 2017 was 10.84 million riders, the

highest level since 1999.

� Increased Bridge Traffic and Revenues: During 2017, both traffic and revenues

exceeded plan by 4.3% and 3.2%, respectively. The total year­to­year increase was 2.2

million vehicles and toll revenues of $10.3 million over budget. Actual annual traffic

(one­way) on the DRPA’s four bridges totaled 52.9 million vehicles with

accompanying revenues totaling $331.3 million, during 2017. This is the highest total

toll revenues in the Authority’s history. Much of the traffic and revenue increases

occurred at the Betsy Ross and Commodore Barry bridges, although each of the four

bridges experienced some degree of growth.

� OPEB Funding: We continued authorized funding of our OPEB (Other Post­

Employment Benefits) liability with a $5 million contribution for 2017.

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� E­ZPass: In January 2016, DRPA issued the first credits to participants in the frequent

commuter credit program launched in December 2015. The program provides a credit

of $18.00 for enrolled NJ E­ZPass commuters making 18 or more trips on any of the

DRPA bridges in a calendar month. An estimated $1.8 million in credits were issued in

2017. Additionally, the Authority implemented E­ZPass “delayed transaction

programming” and realized approximately $2.4 million in additional revenues

through revenue reclassification of misclassified vehicles in 2017.

� Government Finance Officers Association Award (GFOA): The DRPA was awarded

the Certificate of Achievement for Excellence in Financial Reporting for the 25th

consecutive year. This certificate of achievement is the highest recognition in

governmental accounting and financial reporting, and its attainment represents a

significant accomplishment by a government agency and its management.

� Bond Ratings: Moody’s Investor Service upgraded the Authority’s ratings on both its

senior bonds (revenue bonds) and its subordinate debt (port district project bonds).

The revenue bonds were moved to A2 from A3 and the port district bonds were

raised from Baa3 to Baa2, all with a stable outlook. This has positioned the Authority

in negotiations related to its LOC facilities and will hopefully do so for any future debt

issuances.

Standard & Poor’s, using its new criteria, reaffirmed DRPA ratings on its Revenue

Bonds and the Port District Project (PDP) Bonds in 2017. (Note in April 2016, S&P

raised the PDP ratings from “BBB” to “A­“, with a stable outlook).

� Debt Portfolio Restructuring. In 2017, we continued our strategy of the stabilization

and restructuring of our debt portfolio. In 2017, we extended an expiring LOC for

roughly $124 million, for a 5­year term. The Authority, if the LOC remains in place for

this term, will achieve a reduction in LOC facility fees of approximately $1.0 million. In

addition, our excellent financial results continue to eliminate any need for

borrowings through bond issues to fund our capital program.

� Bond Indenture Compliance: The Authority annually must fulfill various reporting

requirements under its Bond Indentures to its bond trustees. Prior to the December 1

deadline, DRPA certified to the Bond Trustee, per its Bond Indenture requirement

that Net Revenues for 2017 will exceed the Net Revenue Requirement by over $90

million.

o Submission of Annual Budgets for 2017 (Section 5.15 and 5.07). As required,

after approval of the Board, the DRPA filed its 2018 Budgets with various bond

trustees, in compliance with its Bond Indentures prior to the Dec. 31 deadline.

o Section 5.15 Certification for 2017 further certified that DRPA expected to

surpass the “Net Revenue Test” by approximately $82.3 million for 2017.

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Economic Development Phase Out: In 2017, the DRPA continued to closeout its legacy economic development projects, as shown below. We reallocated the following unspent funds from Legacy Projects Completed in 2017:

� Riverfront Prison Demolition – $26,675 balance of $6.0 million grant will be reallocated to the General Fund in 2018 to fund capital improvements

� DuPont Break Bulk Port Facility – $75,336 balance of the $2.0 million grant will be reallocated to the General Fund in 2018 to fund capital improvements

� As of year­end, one legacy project remains with a balance of approximately $560,000 to fund the Victor Lofts Environmental Remediation in Camden, NJ.

SIGNIFICANT CHANGES IN MANAGEMENT AND CORPORATE GOVERNANCE PERSONNEL (2017)

� Daniel Christy, Gloucester County Freeholder and Senior Council Representative for Northeast Regional Council of Carpenters was appointed to the Board of Commissioners by Governor Chris Christie

� Donna Powell, former Director of Procurement at Philadelphia Regional Port Authority was appointed to the Board of Commissioners by Governor Tom Wolf

� Bruce D. Garganio, Burlington County Freeholder and Senior Council Representative for Northeast Regional Council of Carpenters was appointed to the Board of Commissioners by Governor Chris Christie

� The Honorable Joseph M. Torsella, PA State Treasurer, assumed an Ex­Officio role on the Board of Commissioners when he assumed office in 2017

ADMINISTRATION

� Flat Insurance Premiums: For the second year in a row, the Administration Division presented the Board with a flat AmeriHealth of NJ premium renewal. Success was due largely to the following: (1) commitment to wellness, which includes educational sessions related to chronic disease, (2) a comprehensive annual health fair complete with health screenings, flu shots and healthy eating tips, and (3) low co­pays for generic prescription drugs, among other initiatives. Together, these efforts have resulted in lower overall medical/prescription loss ratios, and generic drug loss ratios that are consistently at or better than the AmeriHealth’s book of business.

� Bridge Property Insurance: Added an additional $100 million layer of DRPA Bridge Property Damage and Loss of Revenue insurance on the Authority’s four (4) bridges, for a new total loss limit of $700 million. This additional loss limit reduces the DRPA’s exposure to risk and ensures against physical damage and economic loss from an interruption in toll revenue.

� For the 2017­2018 policy term for the Traditional Property & Casualty Insurance Program, there was less than a 1% increase in premium.

� Organizational Structure & Resource Allocation Study: Engaged the services of CCI Consultants to conduct a comprehensive Organizational Structure & Resource Allocation Study (‘Study’). The Study included a review of all non­represented positions to determine market value. The comprehensive review took nine (9) months to complete, and came in well within budget. As a result of the Study, some

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non­represented employees saw an adjustment increase in their compensation to more closely match the marketplace value of the position. The Study was necessary to help the Authority attract, recruit, and retain qualified talent necessary to help the Authority accomplish its stewardship mission. The engaged consultants noted that the DRPA maintained a good performance management system that provides a credible framework for managing employee performance.

� Diversity Vendor Outreach: Since 1994, we have paid more than $338 million to certified M/W/DBEs, Small Business Enterprises, and Veteran­Owned Businesses.

� MBE/WBE recognitions continue. MBE/WBE recognitions continue. In 2015, the DRPA received the prestigious ‘Diversity Award’ from WTS Philadelphia (Women in Transportation – Philadelphia Chapter). In 2016, the DRPA was a top three (3) finalist in The Women’s Business Enterprise National Council’s (WBENC) ‘Corporation of the Year’ Award. Over the years, the Authority has been recognized for equal employment and diversity efforts, including receiving the ‘Affirmative Action Champion Award’ from the NAACP, the Women’s Business Enterprise ‘USA Champion’s Award’, and receiving numerous awards from the Minority Supplier Development Council of PA­NJ­DE now known as the Eastern Minority Supplier Development Council (EMSDC). The strength and success of the programs continues to be of great interest to the Diversity & Inclusion Subcommittee of the Labor Committee of the Board.

� The OBD&EO Division hosted several outreach events for M/W/DBEs and attended a host of Expos and Panels.

o CAO Toni P. Brown was a Presenter at the United Way of Greater Philadelphia and Southern NJ's Women's Leadership Initiative Next Generation (WING) event entitled, "Ready, Set, Mentor." This event was a series of short, focused conversations that took place between CAO Brown, a second mentor and a group of 'up and coming young female professionals.' She was asked to "share her experiences, both personal and professional, as well as her expertise with the next generation."

o CAO Toni P. Brown was a Panelist at the Philadelphia Chapter of Conference of Minority Transportation Officials (COMTO)

o CAO Toni P. Brown, was a featured panelist at the April 20, 2017 "State of Black NJ Conference 2017" hosted by the African American Chamber of Commerce at the Robert Treat Hotel in Newark, NJ.

o The Authority was represented by Chief Administrative Officer (CAO) Toni P. Brown, Office of Business Development and Equal Opportunity (OBD&EO) EEO Specialist Erin Watterson, OBD&EO Compliance Ron Kelly, Brigitte Kordzian, Senior Engineer, and Susan Squillace, Manager, Purchasing and Stores DRPA/PATCO at the Society of American Military Engineers (SAME) Philadelphia Chapter‘s 11th Annual Small Business Conference and Industry Day.

� Employee Resource Library: In September 2017, the Authority opened its new HRS Resource Library, making 7,000 courses available to Authority employees at work and at home. The Library supports the Authority’s mission by empowering employees with skills to effectively use information and technology resources for continuous improvement and growth and development. Staff has 24/7 access to on­demand webinars, job aids, online E­books, DVDs and audio CDs, 80+ print journals,

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magazines and instructional videos from their desktop, home or any location with internet access.

� Energage Internal Survey: In December, the Authority commissioned Energage to conduct an internal survey to determine organizational climate, awareness and adherence to core values and areas of opportunity for improvement and advancement. The survey was designed to determine DRPA’s progress towards achieving the status of “Employer of Choice.”

� Citizen’s Advisory Committee (CAC): The CAC began its seventh full year of operation. Established in 2010, the CAC works in cooperation with the Authority but is an independent, advisory body. Vacancies notwithstanding, the CAC comprises 24 members – 12 each from Pennsylvania and New Jersey – who proportionately represent DRPA toll­payers and PATCO passengers.

ENGINEERING

� Walt Whitman Bridge Painting – The exterior of both towers are now complete, all lead paint has been removed and they have been repainted. The contractor is currently performing steel repairs underneath the bridge on the PA side that are expected to be complete by March.

� Ben Franklin Bridge – South Walkway Bicycle Ramp – The contractor has mobilized and began work on the new bicycle ramp.

� PATCO Westmont Viaduct ­ The rehabilitation of the track has been completed. Some concrete patching, sealing, and punch­list items remain.

� PATCO Installation of Elevators in Remaining Stations: The contractor mobilized and work has begun at Collingswood and Haddonfield stations

� PATCO Train Car Fleet Rehabilitation ­ To date we have received and conditionally accepted 80 cars (40 Married Pairs).

� PATCO Franklin Square – The contract for design was awarded and onsite surveying has begun.

PATCO

� PATCO Ridership: The PATCO commuter rail transported more than 10.8 million passengers in 2017 (highest since 1999). Weekend ridership was highest in PATCO’s history.

� Transit Car Overhaul Project: Throughout 2017, PATCO continued to place refurbished train cars in service. By the end of the year, 72 refurbished cars were in service. Over the course of the $194 million project, all 120 of the cars in the fleet will have extensive rehabilitation of interiors and operating systems.

� Major Capital Projects Included: o Westmont Viaduct ­ The Westmont Viaduct track improvement project involved the

replacement of train tracks and underlying concrete along the entire length of the Westmont Viaduct including the Westmont Station.

o Elevator Installations ­ Upon completion, all 13 PATCO stations will be fully accessible to

individuals with disabilities and those using wheelchairs, strollers and bicycles. Stations

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receiving elevators include Haddonfield, Collingswood, Westmont, Ashland, Camden City Hall, 12/13th & Locust Street

� Awarding of Franklin Square Design Contract: In September of 2017, the DRPA Board of Commissioners approved a resolution to contract with a design firm to provide engineering design services required to develop alternatives and final design for PATCO’s Franklin Square Station. The contract will address civil, structural, electrical, communications, mechanical, security, and fire­life safety systems necessary to reopen the station to the public.

LAW ENFORCEMENT

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

� Opioid Crisis: In an effort to help combat the growing opioid overdose epidemic, the Authority’s Public Safety Department completed efforts to equip all Public Safety Officers with Naloxone HCI, commonly known as NARCAN. The addition of NARCAN will make emergency overdose treatment efforts far more successful and will allow officers to intervene more effectively.

� Sober Driving Campaigns: The department continued to participate in state and local driver safety and sobriety enforcement campaigns.

AWARDS AND RECOGNITIONS

� DRPA CEO John T. Hanson named to 2017 South Jersey Biz Power 50 List

� United Way of Greater Philadelphia and Southern New Jersey's 2017 Leading the Way Award for a more than $25,000 in employee donations.

� Government Finance Officers Association’s (GFOA) Certificate of Achievement Award for Excellence in Financial Reporting for the 25th consecutive year.

� Recipient ­ WTS Diversity Award for excellence in diversity contracting

COMMUNITY STEWARDSHIP

� Event Hosts: In 2017, our facilities continued to host charity events that benefit our community. These annual events include the Police Unity Tour, American Cancer Society Bike­a­thon, Tour de Shore and Run the Bridge 5K.

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

� PATCO Community Initiatives. During 2017, PATCO continued to support several annual community initiatives by allowing non­profit community organizations to

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collect donations or sell items at its stations. Organizations included the Boy/Cub Scouts, Girl Scouts, Lions Club and the Food Bank of South Jersey.

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

� Employee Donations: Throughout 2017, our employees donated money for the United Way, as well as for charities that improve the health of mothers and babies, work to find a breast cancer cure and fight heart disease.

� Santa’s Silver Sleigh: On December 9, PATCO once again ran its popular “Silver Sleigh” train ride with Santa and his elves during the holiday season.

� Free PATCO Rides on New Year’s Eve: As part of its mission of stewardship and community, PATCO ended the year with free rides on New Year’s Eve. This special accommodation enabled those celebrating the holiday to travel safely on the train as an alternative to driving. Revelers boarded PATCO at no charge between 8 p.m. December 31 and 4 a.m. on New Year’s Day.

� Eagles SuperBowl Parade Rides: As part of the effort to transport Eagles fans from throughout the region to the SuperBowl Victory Parade, PATCO instituted increased service and throughout the day. PATCO safely transported an estimated 75k riders without incident. Social and mainstream media applauded the effort and customer gave glowing reviews.

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2018 Work Agenda

Finance and Administration

� The Authority will continue to manage costs in ways that keep operating expenses

below budgeted limits and its capital budget expenditures to ensure that the 5­year

capital plan can be funded through 2021 and beyond, without necessity for any toll

increases.

� The Authority will continue implementing the Organizational Structure and Staffing

Resource Analysis Study. We strongly believe that the recommendations will help us

address recruitment and retention issues resulting from the non­expansion of salary

ranges since 2010.

� The Authority will finalize and begin implementation of the 2018­2022 Strategic Plan, including the development of an accountability system to track and monitor planning outcomes and results.

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

Engineering A number of large highly visible projects are expected to begin at the four bridges:

� At the Ben Franklin Bridge the Suspension Cable Dehumidification project and the

� Maintenance Painting and Steel Repairs project are both expected to start in the second half of 2018.

� Structural work will begin on the BFB South Walkway Bicycle & Pedestrian Ramp

� The final phase of painting at the Walt Whitman Bridge is expected to wrap up by summer of 2018, and design is 50% complete for repairs to the I­76 Approach Corridor.

� The second of three phases of de­leading & repainting is expected to begin in the spring of 2018 at the Commodore Barry Bridge.

� The first phase of painting and steel repairs will begin in early 2018 at the Betsy Ross Bridge.

� The Train Car Overhaul project is still ongoing and PATCO continues to put new train cars into circulation.

� New Sign Gantries will be installed on the Walt Whitman Bridge.

� Design for new station enhancements will be completed over the summer.

� Work will begin on upgrading the decorative lighting for the Ben Franklin Bridge over the summer.

� Resurfacing of the roadway approaching the Betsy Ross Bridge on the NJ side should begin in the summer months.

� DRPA is working on the next steps on development of an authority­wide asset management program.

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PATCO

� PATCO will continue its $194 million Transit Car Overhaul Project. All 120 rail cars are

scheduled to be completed by early 2019.

� PATCO will continue a $28 million project to install elevators in all currently

unequipped stations­ Ashland, Haddonfield, Westmont, Collingswood, City Hall and

12/13th & Locust.

� PATCO will continue with the design phase for the planned re­opening of the long­

closed Franklin Square Station to provide for better transportation access to the

growing area.

� PATCO will begin a $45 million project to rehabilitate Lindenwold Yard. The scope

of work consists of track rehabilitation, turnout and switch rehabilitation, electrical

improvements to the PATCO storage yard and maintenance building approach tracks.

Community Activities

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

APPENDIX B

Delaware River Port Authority and

Port Authority Transit Corporation

2017 Operating Expenses – Statement of Actual versus Budget (Unaudited)

B-1

DELAWARE RIVER PORT AUTHORITY 2017 Operating Expenses – Actual versus Budget

Unaudited as of December 31, 2017

2017 2017BUDGET EXPENSES AMOUNT %

PAYROLLRegular 36,820,338$ 35,701,091$ 1,119,247$ 3.04%Overtime 1,376,842 1,298,677 78,165 5.68%Employee Service Expenses 34,178,927 33,105,319 1,073,608 3.14%

TOTAL PAYROLL 72,376,107 70,105,087 2,271,020 3.14%

OTHER EXPENSES

Equipment & Tools 409,622 477,825 (68,203) -16.65%Furniture & Fixtures 16,615 26,243 (9,628) -57.95%Repairs & Maintenance 4,281,846 3,885,226 396,621 9.26%Vehicle Repair & Supplies 822,600 673,203 149,397 18.16%Professional Service 2,980,032 2,687,261 292,771 9.82%Contract Services 10,007,572 10,421,222 (413,650) -4.13%Rentals 4,105 7,022 (2,917) -71.05%Advertising & Marketing 68,750 74,757 (6,007) -8.74%Training 422,567 307,369 115,198 27.26%Travel,Meeting & Development 123,846 57,802 66,044 53.33%Uniforms 392,933 375,069 17,864 4.55%Office Supplies 181,365 148,258 33,107 18.25%Printing 6,450 (22,997) 29,447 456.54%Postage 59,600 59,834 (234) -0.39%Memberships & Subscriptions 99,774 81,160 18,614 18.66%Utilities/Telephone 2,615,137 2,579,560 35,577 1.36%Insurance 3,404,944 3,181,297 223,647 6.57%Reserve - Self Insurance 175,000 57,624 117,376 67.07%Data Processing 648,623 570,590 78,033 12.03%Miscellaneous 83,230 80,446 2,784 3.35%

TOTAL OTHER EXPENSES 26,804,611 25,728,771 1,075,840 4.01%

TOTAL OPERATING EXPENSES 99,180,718$ 95,833,859$ 3,346,859$ 3.37%

VARIANCE

B-2

PORT AUTHORITY TRANSIT CORPORATION 2017 Operating Expenses – Actual versus Budget

Unaudited as of December 31, 2017

2017 2017BUDGET EXPENSES AMOUNT %

PAYROLL ACTUALRegular 22,045,141$ 20,024,502$ 2,020,639$ 9.17Overtime 1,807,221 2,196,967 (389,746) -21.57Employee Service Expenses 16,226,364 15,311,130 915,234 5.64

TOTAL PAYROLL 40,078,726 37,532,600 2,546,126 6.35

OTHER EXPENSESDirect Material 2,499,670 1,769,882 729,788 29.20Equipment and Tools 220,384 122,628 97,756 44.36Contractual Serv. 3,357,798 3,006,613 351,185 10.46Office/Postage/Printing 79,884 60,944 18,940 23.71Rentals 11,838 15,587 (3,749) -31.67Repairs and Maintenance 646,356 920,224 (273,868) -42.37Employee - Travel 39,385 7,977 31,408 79.75Membership and Subscriptions 58,227 54,533 3,694 6.34Employee Exp - Training 129,309 47,191 82,118 63.51Utilities/Telephone 905,522 502,162 403,360 44.54Professional Serv. 1,702,918 318,510 1,384,408 81.30Advertising & Marketing 83,660 34,682 48,978 58.54Uniforms-Purch.& Rent. 362,843 295,615 67,228 18.53Automotive Repairs 231,125 184,477 46,648 20.18Data Processing 210,477 511,664 (301,187) -143.10Purchased Power 4,273,451 4,249,605 23,846 0.56Insurance Policies 1,084,904 1,001,366 83,538 7.70Reserve for Self Insurance 750,000 666,336 83,664 11.16

TOTAL OTHER EXPENSES 16,647,751 13,769,997 2,763,689 16.60

TOTAL OPERATING EXPENSES 56,726,477$ 51,302,596$ 5,423,881$ 9.56

VARIANCE

APPENDIX C

Delaware River Port Authority

2017 Capital Project Expenditures (Unaudited)

C-1

DELAWARE RIVER PORT AUTHORITY 2017 Capital Project Expenditures (Unaudited)

2017Benjamin Franklin Bridge ExpenditureSustpension Cable Inspection and Design 1,325,801$ South Walkway Bike & Pedestrian Ramp Rehabilitation 499,441Admin/Annex Building - Chiller Replacement 289,606West Side Mitigation Signage Improvement 1,686BFB Admin, Maint & Annex Bldg Roof Repair 816,916Replace Moveable Barrier 5,416,589BFB 3-4TH Street Row and Garage Improvements 2,891,900Pedestrian Walkway Preservation 130,606Decorative Lighting Replacement 12,569Masonry Rehabilitation 2,377

11,387,491Walt Whitman BridgeToll Plaza Rehabilitation 1,526,201Deleading & Repainting - Phase 3 30,655,098NJ & PA Approach Substructure Rehabilitation 1,436,474Priority Equipment & Structural Repairs 843,370Cable Investigation 13,144Admin, Maint & Toll Canopy Bldg Roof Replacement 934,073Anchorage Preservation 369,517Centerline Catwalk Rehabilitation 586,371NJ & PA Approach Bridges Painting 1,149Slope Protection and Stabilization 8,844Tower Link Rehabilitation 153,343

36,527,584Commodore Barry BridgeDeleading & Repainting 246,039Replace Administration Complex Switchgear 48,043Resurfacing and Rehabiliation 853,427

1,147,508

Betsy Ross BridgeBridge Resurfacing 1,298,268PENNDOT I95 Interchange Improvement 1,435,090NJ Approach Roadway Resurfacing 437,140Toll Booth HVAC System Replacement 42,817

3,213,316

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2017Multi - or All Bridges ExpenditureGeneral Engineering Consulting Services (GEC) (Current Year) 26,885Program Management for Capital Projects (Current Year) 13,101PATCO Outbound Survey 238,726DRPA Truck Permit Program 769,505Rehabilitation Work Due to Biennial Inspection 743,168

1,791,385Facility SecurityRemedial Management and Environmental Services 408,949Security Fence Improvements 206,803Security Door Locks Upgrade 60,281

676,034DRPA OtherAdmiral Wilson Remediation & Construction 45,355

45,355PATCO: DRPA FundedInterlocking and Platform Rehabilitation 46,166Station Enhancements 1,600,386PATCO Fire Alarm System Replacement 1,598,795Track Utility Vehicle 320,675Replace Transformers - Phase 3 187,309Rehabilitation of Track Structure on Viaduct at Westmont & Across BFB 8,748,672Track Circuit Modifications Design 198,372Parking Lot Rehabilitation at Stations 1,058,426Rebuild Transit Car Trucks - Yearly 1,386,518Traction Motor & Gearbox Rebuilds - Yearly 3,736,438Equpment Purchases and Upgrades 1,091,724PATCO Track Surfacing 5,483PATCO Lindenwold Shop & Office Improvements 563,273TVM Pin Pad Replacement 19,537Subway Structure Renovation 51,667

20,613,442

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2017PATCO: FTA Funded ExpenditureRehabilitation of Fleet 34,496,137Lindenwold Yard Track Rehabilitation 2,199,815Install Elevators at Remaining PATCO Stations 315,494Center Tower/Command & Control Relocation and SCADA Software 1,743,176Pedestrian Bridges & Tunnels 135,571Transit Enhancements 334

Embankment Restoration, Drainage Improvements, & Retaining Wall Rehabilitati 33,971PATCO - FTA Funded: Subtotal 38,924,497Less: Federal Share 8,978,170DRPA Share of Costs 29,946,327

TechnologyEnterprise Resource Planning System 8,871,579Passenger Information & Messaging System (PIMS) 590,153800MHz Replacement/Upgrade 232,660Upgrade of CPA Payment Software 109,954Toll System Equipment Upgrade for All 702,439Software & Systems Upgrades 137,797PATCO Camera Upgrades 6,436E-ZPass Transponders 839,981Integrated Toll Lane DMS Signs 57,650Upgrade AFC Devices to Windows 7 156,766PA Replacement System 1,873TVM Multi Language Conversion 283,055

11,990,342Miscellaneous Schedules and Capital LaborSchedule A: DRPA Miscellaneous Projects 953,876Schedule B: Furniture & Fixtures 591,502Schedule D: PATCO Miscellaneous Projects 1,119,242Schedule T: Technology Projects and Equipment 778,594Schedule V: Vehicle and Vehicle Related Equipment 1,594,709

5,037,921GRAND TOTAL 2017 CAPITAL PROGRAM EXPENDITURES(DRPA SHARE) 122,376,705$

APPENDIX D

Delaware River Port Authority and

Port Authority Transit Corporation

Contracts Exceeding $100,000 Entered into During 2017

Contracts Exceeding $100,000 Entered Into During 2017

D-1

Contractor Purpose of Contract Resolution # Amount

AARP/United Health Group

Age 65 & Over Retiree Medicare Supplemental Benefits – 2018 (DRPA & PATCO)

DRPA-17-075 $2,064,439

Accountants for You; Accounting Principles; Perry Resources & Controls & Automation Consultants, LLC

Modification of Temporary Workers Contracts Over a Three (3) Year Term: Clerical, Administrative, Financial and PATCO Custodial Workers

DRPA-17-062 $1,000,000

N-T-E

AECOM Technical Services, Inc.

Design Services for WWB Corridor Rehabilitation – PA Approach

DRPA-17-005 $3,127,458

AECOM Technical Services, Inc.

Design Services for WWB New Jersey Approach Spans Painting

DRPA-17-102 $564,340

AECOM Technical Services, Inc.

Engineering Services for 2018 Biennial Inspection of CBB

DRPA-17-106 $627,000

AECOM Technical Services, Inc.

Construction Monitoring Services for Benjamin Franklin Bridge Main Cable Dehumidification

DRPA-17-067 $2,065,270

Alstom Transport Sole/Single Source for Vendor Replace Parts for PATCO – CY 2018

PATCO-17-038 $100,000

AmeriHealth

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

DRPA-17-058 $13,115,950

Aon Risk Services Vendor for Loss Control and Safety Services for the Authority’s Construction Projects for a 5-Year Term

DRPA-17-040 $2,185,697

A.P. Construction Inc. PATCO Collingswood Station Parking Lot Drainage System Rehabilitation

DRPA-17-047 $811,774

A.P. Construction Inc. Installing Elevators in Remaining PATCO Stations

DRPA-17-046 $31,900,000

A.P. Construction Inc. Commodore Barry Bridge Elevator Replacements at Piers E1 and W1

DRPA-17-092 $3,999,995

Benefit Harbor Third Party Benefit Administration Services Renewal (3 – Year Term)

DRPA-17-077 $126,180 (Annual)

Billows Electric Replace Parking Lot Lighting with LED Fixtures for Collingswood and Haddonfield Station Parking Lots

DRPA-17-014 $122,523

Brinkerhoff Environmental Services, Inc.

Capital Project Modification Gateway Properties Emergency Authorization Contract

DRPA-17-101 $162,259

Bucks Co. International

Purchase of Four (4) 2018 Cab and Chassis Trucks and One (1) Tractor

DRPA-17-007 $419,252

Burns Engineering, Inc.

Design Services for Franklin Square Station Re-Opening

DRPA-17-070 $2,087,352

Burns Engineering, Inc.

Construction Monitoring Services for Contract No. 12-I, Installing Elevators in Remaining PATCO Stations

PATCO-17-011 $3,998,501

Contracts Exceeding $100,000 Entered Into During 2017

D-2

Contractor Purpose of Contract Resolution # Amount

Carr & Duff, Inc. Betsy Ross and Commodore Barry Bridges Air-Blown Fiber Optic Installations

DRPA-17-100 $3,790,000

Chammings Electric, Inc.

PATCO Shop DC Power Upgrades PATCO-17-029 $1,025,988

Chammings Electric, Inc.

Walt Whitman Bridge Administration Building Emergency Generator Replacement

DRPA-17-064 $1,040,990

Cherry, Weber and Associates, PC

Design Services for Betsy Ross Bridge NJ Route 90 Resurfacing

DRPA-17-028 $1,075,978

Corcon, Inc. WWB Painting Suspension Spans and Towers – Change Order/Supplemental Amt.

DRPA-17-004 $6,201,020

Corcon, Inc. WWB Painting Suspension Spans and Towers – Change Order/Supplemental Amt.

DRPA-17-101 $3,384,420

Corcon, Inc. Betsy Ross Bridge Painting and Steel Repairs, Phase 1: New Jersey Approach Spans

DRPA-17-065 $18,724,700

Cornell & Company Contract No. WW-28-2016, WWB Centerline Catwalk Rehabilitation

DRPA-17-026 $2,906,425

Cubic Transportation Systems, Inc.

Purchase of Five (5) Upgraded Ticket Office Terminals for Automated Fare Collection System

PATCO-17-001 $316,669

Cubic Transportation Systems, Inc.

System Administration Support for Automated Fare Collection System

PATCO-17-006 $1,699,768

Cubic Transportation Systems, Inc.

Sole/Single Source for Vendor Replace Parts for PATCO – CY 2018

PATCO-17-038 $225,000

D.A. Nolt, Inc. WWB Facilities Roof Replacement DRPA-17-045 $1,280,754 Delta Dental of New Jersey

Employee Dental Coverage 2018 – 2019 (DRPA/PATCO) 2 – Year Term

DRPA-17-059 $429,027 (Annual)

Falasca Mechanical, Inc.

Contract No. BR-18-2016, Betsy Ross Bridge Administration Building Air Handling Unit Replacement Project

DRPA-17-011 $262,610

HA Dehart & Son Purchase of a 2017 Swap Loaders to provide a Multi-Use Vehicle which can serve as a Dump Truck or a Flusher Truck

DRPA-17-013 $165,000

HAKS Engineers, PC Engineering Services for 2018 Biennial Inspection of WWB

DRPA-17-105 $833,000

Helwig Carbon Products

Sole/Single Source for Vendor Replace Parts for PATCO – CY 2018

PATCO-17-038 $120,000

HNTB Corporation Design Services for Benjamin Franklin Bridge Maintenance Painting and Steel Repair

DRPA-17-031 $2,848,457

HNTB Corporation Engineering Services for 2018 Biennial Inspection of BRB

DRPA-17-103 $529,000

Horizon BCBS Age 65 & Over Retiree Medicare Part D Prescription Benefit – 2018 (DRPA & PATCO)

DRPA-17-076 $882,055

Interstate Aerials, LLC Rentals of Aerial Lift Equipment DRPA-17-029 $101,200

Iron Mountain Records Management Consultant Services for a 5-Year Term

DRPA-17-035 $450,000

N-T-E

Contracts Exceeding $100,000 Entered Into During 2017

D-3

Contractor Purpose of Contract Resolution # Amount

ITT Enidine Inc. Sole/Single Source for Vendor Replace Parts for PATCO – CY 2018

PATCO-17-038 $200,000

Jacobs Project Management Company

Capital Project Modification Rehabilitation of Track Structure on the Westmont Viaduct

DRPA-17-087 $166,487

Jamaica Bearings Sole/Single Source for Vendor Replace Parts for PATCO – CY 2018

PATCO-17-038 $100,000

Johnson, Mirmiran & Thompson (JMT)

Construction Monitoring Services for BFB South Walkway Bicycle and Pedestrian Ramp

DRPA-17-056 $1,273,000

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

PATCO-17-002 $300,000

N-T-E

Jupiter Painting Contracting, Co.

PATCO City Hall Station Concourse Level Interior Painting

PATCO-17-036 $427,000

KS Engineers, PC Construction Monitoring Services for BRB and CBB Air-Blown Fiber Optic Installations

DRPA-17-100 $979,673

LAZ Parking Part-Time and Temporary Toll Collectors At DRPA Bridges – Settlement Agreement (01/01/17 – 03/31/17)

DRPA-17-033 $125,741

LAZ Parking Part-Time and Temporary Toll Collectors At DRPA Bridges over a Three (3) Year Contract

DRPA-17-012 $973,100 (Annual)

Modjeski and Masters, Inc.

Engineering Services for 2018 Biennial Inspection of BFB

DRPA-17-104 $1,097,000

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

DRPA-17-070 $370,668

N-T-E National Auto Parts Association (NAPA)

Auto Parts Contract for DRPA and PATCO DRPA-17-014 $167,000

N-T-E

Net Q Multimedia Company

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

PATCO-17-024 $1,275,113

New Jersey Transit Corporation (NJT)

Five (5) Year Support Services for DRPA/PATCO Projects

DRPA-17-108 $1,500,000

N-T-E Northeast Communications Group, Inc.

Lindenwold Shop –Electrical Infrastructure Rehabilitation and Upgrade - Phase 2

PATCO-17-025 $193,242

Obermayer Rebmann Maxwell & Hippel, LLP

Procurement Document Review Legal Services DRPA-17-044 $132,800

N-T-E

Oliver Communications Group, Inc.

Backup Generator Program – Lindenwold Station

PATCO-17-020 $491,113

Oliver Communications Group, Inc.

Ferry Avenue Security Cameras, Emergency Call Boxes and Parking Gate Hardwiring

PATCO-17-026 $584,802

Oliver Communications Group, Inc.

Reconfigure Finance Office Space in Lindenwold Administration Building

PATCO-17-023 $294,313

Contracts Exceeding $100,000 Entered Into During 2017

D-4

Contractor Purpose of Contract Resolution # Amount

Oliver Communications Group, Inc.

Relocation of City Hall Station Fare Collection Maintenance Shop to Lindenwold Station

PATCO-17-041 $199,113

N-T-E

Parson’s Transportation Group

Design Services for WWB Anchorage Preservation

DRPA-17-032 $1,185,777

Parson’s Transportation Group

Design Services for BFB Deck Resurfacing DRPA-17-049 $1,798,300

Pennoni Associates Change Order PATCO Outbound Survey and Geographic Information System

DRPA-17-027 $233,786

Philadelphia Mural Arts Advocate

City of Philadelphia Mural Arts Program Agreement for Murals at BFB 5th Street Vehicular & Pedestrian Tunnels

DRPA-17-018 $119,059

Qual-Lynx, Inc.

Third Party Administrator for the DRPA and PATCO Workers’ Compensation, General Liability/Bodily Injury and Risk Control Services for a 5-Year Term

DRPA-17-017 $462,769

Railroad Construction Company, Inc.

Benjamin Franklin Bridge Miscellaneous Right-Of-Way Repairs

DRPA-17-003 $2,947,720

Railroad Construction Company of South Jersey

Contract No. 14-N, PATCO Lindenwold Yard and Viaduct Rehabilitation

DRPA-17-038 $36,028,545

Remington & Vernick Engineers

Engineering Services for 2018 Biennial Inspection of PATCO facilities

DRPA-17-107 $375,000

Riggins Inc. Fuel Contract for DRPA and PATCO for a 1 – Year Period

DRPA-17-051 $700,000

N-T-E

Schneider Electric Camera & Call Box Maintenance Agreement DRPA-17-057 $207,688

N-T-E

Simplex Grinnell LP PATCO Automotive Shop and Annex Building Access Control (100% Grant Funded)

PATCO-17-017 $370,031

N-T-E

Simplex Grinnell LP PATCO Emergency Gate Access Control PATCO-17-019 $320,000

N-T-E

South State Inc. BFB South Walkway Bicycle and Pedestrian Ramp

DRPA-17-055 $7,888,346

STV, Inc. Construction Monitoring Services for Betsy Ross Bridge Painting and Steel Repairs Phase 1: New Jersey Approach Spans

DRPA-17-066 $2,524,173

Symetra Life Insurance Co.

Group Life, ADD and Disability Coverage for Active Benefit-Eligible Employees Plan Year 2018 – 2020 (DRPA & PATCO)

DRPA-17-074 $1,407,530

Tactical Public Safety Public Safety 800 MHZ Radio Replacement Project

DRPA-17-053 $223,118

Think Pavers Lindenwold Station Parking Lot ADA Improvements

PATCO-17-027 $311,003

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

DRPA-17-094 $125,000

N-T-E

Contracts Exceeding $100,000 Entered Into During 2017

D-5

Contractor Purpose of Contract Resolution # Amount

TransSystem Corporation

Design Services for PATCO Station Enhancements Program

PATCO-17-013 $615,036

Tri-M Group 1 – Year Maintenance Contract for Traffic Control and HVAC Systems for DRPA Bridge Facilities

DRPA-17-071 $161,116

Turner Surety and Insurance Brokerage, Inc.

Broker & Consultant for DRPA/PATCO Commercial General Liability Policy for a 1 – Year Term.

DRPA-17-078 $101,000

Turner Surety and Insurance Brokerage, Inc.

Broker & Consultant for DRPA Excess Workers’ Compensation & Employers’ Liability Policy for a 1 – Year Term.

DRPA-17-079 $141,294

Turner Surety and Insurance Brokerage, Inc.

Broker & Consultant for DRPA/PATCO Commercial Umbrella Liability Policy for a 1 – Year Term

DRPA-17-080 $155,880

Turner Surety and Insurance Brokerage, Inc.

Renewal of DRPA/PATCO Public Officials & Employment Practices Liability Policy 1 – Year Term

DRPA-17-081 $194,308

Turner Surety and Insurance Brokerage, Inc.

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

DRPA-17-083 $942,409

Turner Surety and Insurance Brokerage, Inc.

Broker/Consultant for DRPA & PATCO Additional Property Damage & Loss of Revenue and Excess Bridge Property Damage & Loss of Revenue Policies

DRPA-17-084 $134,337

Turner Surety and Insurance Brokerage, Inc.

Renewal of PATCO Excess Workers Compensation Employers Liability Policy for a 2 – Year Term

PATCO-17-033 $127,564

Versa Lift East One (1) Bucket Truck DRPA-17-008

$142,934

WABTEC Global Services

Sole/Single Source Vendors for Transit Car Gear Box Overhaul Program for PATCO – CY 2017

PATCO-17-030 $700,000

WABTEC Global Services

Sole/Single Source for Vendor Replace Parts for PATCO – CY 2018

PATCO-17-038 $700,000

Whitmoyer Ford Auto Group

2017 F-150 Super Cab Trucks Three (3) 2017 F-250 Crew Cab Trucks Four (4) 2017 F-350 Crew Cab Trucks Two (2) 2017 F-550 Regular Cab Trucks Two (2)

DRPA-17-015 $345,000

Winner Ford Purchase of Ten (10) 2017 Ford Patrol Vehicles at $25,108 Each

DRPA-17-006 $251,081

2017 Fourth Quarter Financials

Combined Financial Statements and Notes to the Combined Financial Statements

Year Ended December 31, 2017

(Unaudited)

Restricted Funds Restricted Funds Restricted Funds December 31, 2017 December 31, 2016Capital Revenue General Maintenance Bond Service Bond Reserve Project Combined Combined Fund Fund Fund Fund Funds Funds Funds Total Total PY

Assets Current Assets Cash and Cash Equivalents 3,436,411$ 29,521,421$ 32,957,831$ 37,220,018$ Investments 570,606,982 570,606,982 528,806,819 Accounts Receivable net of Allowance 6,762,883 7,425,610 14,188,494 8,375,241 Accrued Interest Receivable 450,424 450,424 329,596 Transit System and Storeroom Inventories 345,489 5,731,857 6,077,347 6,220,099 Prepaid Expenses 4,336,103 1,613,007 5,949,110 5,463,872 Economic Development Loans net Current Portion 346,429 346,429 576,000 Restricted Assets Cash and Cash Equivalents 5,322,377 536,831 5,859,208$ 6,394,499 Investments 4,979,555 5,138,958 80,438,999 133,942,834 1,181,297 225,681,644 228,290,183 Accrued Interest Receivable 3,605 3,605 3,605 Total Current Assets -$ 25,182,818$ 615,695,730$ 5,138,958$ 80,438,999$ 133,942,834$ 1,721,733$ 862,121,073$ 821,679,931$

Non Current AssetsRestricted Investments for Capital Assets 2,928,338$ 2,928,338$ 81,160,500$ Capital Assets net of Accumulated Depreciation Land 74,050,809 25,000 74,075,809 74,075,809 Construction in Progress 580,259,058 580,259,058 530,307,022 Bridges and Related Buildings and Equipment 542,305,053 542,305,053 554,799,491 Transit Property and Equipment 363,316,998 363,316,998 330,003,088 Port Enhancements 1,372,489 1,372,489 1,684,007 Total Non current Assets 1,561,304,407$ -$ 25,000$ -$ -$ -$ 2,928,338$ 1,564,257,746$ 1,572,029,917$

Other Economic Development Loans net Non Current Portion 11,744,119 11,744,119 11,905,977 Debt Issuance Costs net of Amortization 872,499 121,567 994,066 1,093,961 Total Other Assets 872,499$ -$ 11,865,685$ -$ -$ -$ -$ 12,738,185$ 12,999,938$

-$ Total Non Current Assets 1,562,176,906$ -$ 11,890,685$ -$ -$ -$ 2,928,338$ 1,576,995,930$ 1,585,029,855$

Total Assets 1,562,176,906$ 25,182,818$ 627,586,416$ 5,138,958$ 80,438,999$ 133,942,834$ 4,650,071$ 2,439,117,003$ 2,406,709,786$

Deferred Outflows of Resources Accumulated Decrease in Fair Value of Hedge 81,217,277 81,217,277 81,217,277 Pension Related Amounts - 32,380,080 6,156,303 38,536,383 38,536,383 Loss on Refunding of Debt 4,433,492 1,963,336 6,396,829 8,168,507 Total Deferred Outflows of Resources 85,650,770$ 32,380,080$ 8,119,639$ -$ -$ -$ -$ 126,150,489$ 127,922,167$

Liabilities Current Liabilities Accounts Payable Retained Amounts on Contracts 41,728 12,823,674 12,865,401 10,930,491 Other Accounts Payable 4,187,257 20,289,055 24,476,312 22,097,986 Accrued Liabilities Claims and Judgments 1,144,920 489,690 1,634,610 1,364,600 Self Insurance 1,016,004 770,403 1,786,408 1,826,700 Pension 11,670,752 2,108,063 13,778,815 10,553,582 Sick and Vacation Leave Benefits 1,529,225 276,338 1,805,564 1,939,950 Other Accrued Liabilities 1,227,916 658,501 1,886,417 7,658,787 Unearned Revenue 1,530,518 1,981,829 3,512,347 4,585,900 Liabilities Payable Restricted Assets Accrued Interest Payable 23,978,150 23,978,150 24,119,501 Bond Payable - Current 42,290,000 13,575,000 55,865,000 52,870,000 Total Current Liabilities 42,290,000$ 22,348,319$ 52,972,554$ -$ 23,978,150$ -$ -$ 141,589,023$ 137,947,497$

Non Current Liabilities Accrued Liabilities Claims and Judgments 1,717,380 734,534.63 2,451,915 2,923,362 Self Insurance 1,524,006 1,155,605.24 2,679,611 2,326,017 Sick and Vacation Leave Benefits 2,293,838 414,507.64 2,708,345 1,939,027 Net Pension Liability 127,313,809 18,594,620 145,908,429 145,908,429 Other Post Employment Liabilities 11,354,859 4,771,018 16,125,876 21,100,677 Unearned Revenue 2,295,777 2,972,744.04 5,268,521 4,186,469 Premium payment payable - Derivative 17,612,935 17,612,935 21,319,736 Derivative Instrument - Interest Rate SWAP 81,217,277 30,943.23 117,581 81,365,802 81,365,802 Bonds Payable net of Amortizations 1,256,564,827 142,391,240 1,398,956,067 1,457,419,008 Total Noncurrent liabilities 1,355,395,039$ 146,499,668$ 171,034,269$ -$ 30,943$ 117,581$ -$ 1,673,077,501$ 1,738,488,526$

Total Liabilities 1,397,685,039$ 168,847,987$ 224,006,824$ -$ 24,009,093$ 117,581$ -$ 1,814,666,524$ 1,876,436,023$

Deferred Inflows of Resources Pension Related Amounts 2,358,251 596,714 2,954,965 2,954,965 Total Deferred Inflows of Resources -$ 2,358,251$ 596,714$ -$ -$ -$ -$ 2,954,965$ 2,954,965$

-$ Total Net Position 250,142,637$ (113,643,340)$ 411,102,518$ 5,138,958$ 56,429,906$ 133,825,253$ 4,650,071$ 747,646,002$ 655,240,965$

DELAWARE RIVER PORT AUTHORITYBALANCE SHEETDecember 31, 2017

UNAUDITED

Page 1

12/31/2017 12/31/2016 2017 2016Operating Revenues Bridges: Tolls (Schedule 4) 331,537,011$ 319,778,068$ 80,672,571$ 76,742,830$ Other Operating Revenues 5,854,160 6,675,129 1,297,257 2,137,376 Total Bridge Operating Revenues 337,391,171$ 326,453,197$ 81,969,828$ 78,880,206$

Transit System: Passenger Fares 26,562,482 26,072,772 6,593,187 6,439,572 Other Operating Revenues 1,799,233 1,942,553 569,494 569,983 Total Transit System Operating Revenues 28,361,715$ 28,015,325$ 7,162,681$ 7,009,555$

Port of Philadelphia & Camden Riverlink - 27,000 - 27,000 Total Port of Philadelphia & Camden -$ 27,000$ -$ 27,000$

Other Miscellaneous 227,075 216,306 46,008 43,682 Total Operating Revenues 365,979,961$ 354,711,828$ 89,178,517$ 85,960,444$

Operating Expenses Operations 47,642,738 49,540,933 13,022,524 13,560,958 Transit System 42,557,067 42,705,606 11,320,671 13,045,295 Community Impact 3,791,444 3,790,401 947,859 947,591 General & Administrative 60,822,630 68,160,726 13,191,571 16,237,822 Port of Philadelphia & Camden - - 1,685 (38,307) Depreciation 60,894,885 58,932,951 17,849,138 14,494,426 Total Operating Expenses 215,708,764$ 223,130,617$ 56,333,448$ 58,247,785$

Operating Income 150,271,197$ 131,581,211$ 32,845,069$ 27,712,659$

Non Operating Revenues (Expenses) Interest Income 9,006,502 7,720,340 2,352,727 1,771,505 Change in FMV of Derivative Instruments - 224,632 - 224,632

9,006,502$ 7,944,972$ 2,352,727$ 1,996,137$

Interest on Funded Debt Port District Project Bonds, Series 1999 (1,593,199) (2,051,083) (404,288) (512,771.00) Amortization Expense PDP Series 1999 (60,783) (60,783) (15,196) (15,196) Refunding Revenue Bonds, Series 2008 (3,109,040) (1,871,053) (878,156) (669,666) 1995 Revenue Swap Payments (Rel 2008) (9,447,258) (11,268,355) (1,154,250) (1,593,753) Refunding Revenue Bonds, Series 2010 (3,653,777) (2,071,319) (1,029,509) (773,062) 1999 Revenue Swap Payments (Rel 2010) (11,479,652) (13,649,480) (1,135,857) (1,644,710) Revenue Bonds, Series D 2010 (15,454,199) (15,454,199) (3,863,550) (3,863,550) Amortization Expense Rev Bonds Series D 2010 (39,659) (39,659) (9,915) (9,915) Port District Project Refunding Bonds 2012 (4,731,552) (4,964,344) (1,182,888) (1,241,086) Revenue Bonds, Series 2013 (23,088,174) (23,088,174) (5,772,044) (5,772,044)

(72,657,293)$ (74,518,449)$ (15,445,653)$ (16,095,753)$

Economic Development Activities (4,194,114) (3,404,240) (690,914) (1,440,032) Gain (Loss) on Assets - (84,056) - (84,162) Other Grant Revenues 443,339 1,291,724 (114,164) 420,686 Other Non Operating Income 612,202 2,528,850 380,156 2,403,655 Other Non Operating Expenses (54,939) (704,822) (19,985) (196,967) Total Non Operating Revenues (Expenses) (66,844,303)$ (66,946,021)$ (13,537,833)$ (12,996,436)$

Income Before Capital Contributions 83,426,894$ 64,635,190$ 19,307,236$ 14,716,223$ Fed & State Capital Improvement Grants 8,978,170 2,236,727 6,465,584 394,839

Change in Net Position 92,405,062 66,871,917$ 25,772,820$ 15,111,062$

Net Position, January 1, October 1 655,240,940$ 588,369,048$ 721,873,182$ 640,129,903$

Net Position, December 31 747,646,002$ 655,240,965$ 747,646,002$ 655,240,965$

Year Ending Fourth Quarter

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

For the Years Ended December 31, 2017 and 2016 (Unaudited)(amounts expressed in thousands)

Page 2

Cash Flow Statement12/31/2017 12/31/2016

Cash Flows From Operating Activities Receipts from Customers and Users 360,177$ 362,665$ Payment for Other Goods and Services (44,184) (43,137) Payments for Employee Services (110,965) (107,621) Net cash Provided by Operating Activities 205,028$ 211,907$

Cash Flows From Non Capital Financing Payments for Econ Dev Activity (4,194) (3,404) Repayment of Econ Development Loans 391 717 Grants Received 443 1,292 Proceeds from Non Operating Income 612 2,529 Payments for Non Operating Expenses (2,528) (3,200) Net Cash Provided by Non Capital Finance (5,275)$ (2,067)$

Cash Flows From Capital Financing Acquisition & Construction of Capital Asset (131,355) (124,092) Proceeds from Sale of Capital Assets - 23 Capital Contributions Received 8,978 2,237 Principal Paid on Bonded Debt (52,870) (50,010) Interest Paid on Debt (77,230) (78,947) Net Cash Provided by Capital Finance (252,477)$ (250,789)$

Cash Flows From Investing ActivitiesPurchase of Investments (662,035) (611,495) Proceeds from Sale/Maturity Investments 701,075 658,610 Interest Received 8,886 7,724 Net Cash Provided by Investing Activity 47,926$ 54,838$

Net Increase (Decrease) in Cash and Equivalents (4,797)$ 13,890$

Cash, Beginning of Year 43,615$ 29,725$

Cash, End of Period 38,818$ 43,615$

Cash at December 31 38,818$ 43,615$ Unrestricted 32,958$ 37,220$ Restricted 5,860$ 6,395$

12 Months

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

(amounts expressed in thousands)

Page 3

Restricted Restricted Funds Restricted Capital Revenue General Maintenance Bond Service Bond Reserve Combined Project December 31, 2017 December 31, 2016Fund Fund Fund Fund Funds Funds Funds Total Total

Net Position (Deficiency), January 1 134,201$ (120,569)$ 363,016$ 4,986$ 53,294$ 131,259$ 89,054$ 655,241$ 588,369$

Revenues & Expenses:Operating Revenue 337,393 28,587 365,980 354,712 Operating Expenses (60,895) (47,479) (46,512) (154,886) (154,970) General & Administration Expense (51,301) (9,522) (60,823) (65,665) Investment Income 407 4,846 153 133 3,190 277 9,007 7,720 Interest Expense (515) 1,240 (73,382) (72,657) (74,518) Economic Development Activities (4,194) (4,194) (3,404) Other Non Operating Revenues (Expenses) () 690 (132) 557 (531) Other Grant Revenues 443 443 1,292 Total Revenue & Expenses (61,410)$ 239,710$ (25,244)$ 153$ (73,249)$ 3,190$ 277$ 83,427$ 64,635$

Gov't Contributions for Cap Improvements 8,978 8,978 2,237 Total Interfund Transfers & Payments 177,352$ (232,785)$ 73,331$ 76,385$ (623)$ (84,681)$

Net Position (Deficiency) End of Period 250,143$ (113,643)$ 411,103$ 5,139$ 56,430$ 133,825$ 4,650$ 747,646$ 655,241$

Combined Supplemental Schedule of Changes in Fund Net Position Information by Fund For the Year Ended December 31, 2017 (Unaudited)

Page 4

Assets 12/31/17 Investments 25,785,127$

Total Assets 25,785,127

Liabilities Accrued Expenses 19,420

Total Liabilities 19,420

Net Position Held in Trust for Retiree Health Benefits 25,765,707

Total Net Position 25,765,707$

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

DELAWARE RIVER PORT AUTHORITYOther Postemployment Benefits Trust

Combined Statement of Trust Net Position Available for BenefitsFor the Period Ended December 31, 2017 (Unaudited)

(amounts expressed in thousands)

Page 5

Additions 12/31/2017 Employer Contributions 5,000$ Investment Income (Loss) 83

Total additions 5,083

Deductions Benefit Payments Administrative Expenses (82)

Total deductions (82)

Increase in Net Position 5,001

Net Position, January 1 20,765

Net Position, December 31 $ 25,766

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

(amounts expressed in thousands)

DELAWARE RIVER PORT AUTHORITYOther Postemployment Benefits Trust

Combined Statement of Changes in Trust Net PositionFor the Year Ended December 31, 2017 (Unaudited)

Page 6

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 7

Note 1. Summary of Significant Accounting Policies Description of Operations: The Delaware River Port Authority (the “Authority”) is a public corporate instrumentality of the Commonwealth of Pennsylvania (the “Commonwealth”) and the State of New Jersey (the “State”), created with the consent of Congress by compact legislation between the Commonwealth and the State. The Authority has no stockholders or equity holders. The Authority is vested with the ownership, control, operation, and collection of tolls and revenues of certain bridges spanning the Delaware River; namely, the Benjamin Franklin, Walt Whitman, Commodore Barry, and Betsy Ross bridges. The Authority has also constructed, and owns, a high-speed transit system that is operated by the Port Authority Transit Corporation (“PATCO”). The transit system operates between Philadelphia, Pennsylvania and Lindenwold, New Jersey. The costs of providing facilities and services to the general public on a continuing basis are recovered primarily in the form of tolls and fares. The Authority is a member of the E-ZPass Interagency Group, the largest interoperable Electronic Toll Collection System in the world, comprised of twenty-nine (29) agencies in sixteen (16) states. Through December 31, 2017, customer participation in the E-ZPass electronic toll collection process exceeded seventy-four percent (74.14%) of its toll collection activity during rush hour periods. Toll revenues collected through E-ZPass exceed seventy percent (70.20%) of total toll revenues. The Authority owns its One Port Center headquarters building and leases several floors to various tenants. The building is managed by a real estate management firm, which is overseen by Authority senior management. The Authority previously managed the River Link system, which operated a ferry service linking Philadelphia and Camden on a daily basis between May and September. On May 17, 2017, ownership and the title to the RiverLink Ferry Vessel (M/S Freedom) were conveyed to the Delaware River Water Corporation. As a result of this conveyance, the Authority neither has involvement nor responsibility for the operation of the vessel or ferry service. Basis of Presentation: The combined financial statements of the Authority have been prepared in conformity with accounting principles generally accepted in the United States of America, as applied to governmental units. The Governmental Accounting Standards Board (“GASB”) is the accepted standard setting body for establishing governmental accounting and financial reporting principles. As part of the Authority’s combined financial statements, two funds are maintained: a proprietary fund (enterprise fund) and a fiduciary fund (other employee benefit trust fund). The focus of enterprise funds is the measurement of economic resources, that is, the determination of operating income, changes in net position (or cost recovery), financial position, and cash flows. The focus of fiduciary funds is also the measurement of economic resources. The enterprise fund is maintained on the accrual basis of accounting. Enterprise funds account for activities (i) that are financed with debt that is secured solely by a pledge of the net revenues from fees and charges of the activity; or (ii) that are required by law or regulations that the activity’s cost of providing services, including capital cost (such as depreciation or debt service), be recovered with fees and charges, rather than with taxes or similar revenues; or (iii) that the pricing policies of the activity establish fees and charges designed to recover its costs, including capital costs (such as depreciation or debt service). Under this method, revenues are recorded when earned and expenses are recorded when the related liability is incurred. The fiduciary fund is also maintained on the accrual basis of accounting. The fiduciary fund accounts for the recording and accumulation of other postemployment benefit resources, which are held in trust for the exclusive benefit of the Authority’s retirees. This fund is referred to as the “Other Postemployment Benefits (“OPEB”) Trust.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 8

Note 1. Summary of Significant Accounting Policies (Continued) Cash and Cash Equivalents: The Authority considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents (Note 2). In addition, according to the various Indentures of Trust, which govern the flow and accounting of the Authority’s financial resources, certain accounts are required to be maintained in order to comply with the provisions of the Indentures of Trust. For the accounts that are restricted, the Authority has recorded the applicable cash and cash equivalents as restricted on the combined financial statements (Note 11). Investment in Securities: Investments are stated at fair value, generally based on quoted market prices. Certain investments are maintained in connection with the Authority’s bonded debt (Notes 3 and 12) and the OPEB Trust. Likewise, as with cash and cash equivalents, the accounts that are restricted as per the various Indentures of Trust have been recorded as restricted investments on the combined financial statements (Note 11). SEE COMMENT Accounts Receivable: The Authority establishes a provision for the estimated amount of uncollectible accounts based upon periodic analysis of collection history. Transit System Inventory: Transit system inventory, consisting principally of spare parts for maintenance of transit system facilities, is stated at the lower of cost (first-in, first-out method) or market. Debt Insurance Costs, Bond Premiums, Bond Discounts, and Loss on Refunding: Insurance purchased as part of the issuance of debt is amortized by the straight-line method from the issue date to maturity and is recorded as a noncurrent asset on the combined statements of net position. Bond premiums and discounts are amortized by the effective interest method from the issue date to maturity, and are presented as an adjustment to the face amount of the bonds. Likewise, a loss on refunding arising from the issuance of the revenue bonds and port district project bonds are amortized by the effective interest method from the issue date to maturity. The loss on refunding of debt, however, is classified as a deferred outflow of resources on the combined statements of net position. Investment in Facilities: Investment in facilities is stated at cost, which generally includes expenses for legal expenses incurred during the construction period. Investment in facilities also includes the cost incurred for port-related projects, and improvements, enlargements and betterments to the original facilities. Replacements of existing facilities (except for primarily police and certain other vehicles whose estimated useful life is two years or less) are also recorded at cost. The related costs and accumulated depreciation of the property replaced are removed from the respective accounts, and any gain or loss on disposition is credited or charged to non-operating revenues or expenses. Assets able to be capitalized generally have an original cost of five thousand dollars or more and a useful life in excess of three years. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets, including those financed by federal and state contributions (Notes 7 and 14). Asset lives used in the calculation of depreciation are generally as follows:

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

Maintenance and Repairs: Maintenance and repair costs considered necessary to maintain bridge facilities in good operating condition are charged to operations as incurred. Self-insurance: The Authority provides for the uninsured portion of potential public liability and workers’ compensation claims through self-insurance programs and charges current operations for estimated claims to be paid (Note 15).

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 9

Note 1. Summary of Significant Accounting Policies (Continued) Pensions: For purposes of measuring the net pension liability, deferred outflows of resources and deferred inflows of resources related to pensions, and pension expense, information about the fiduciary net position of the Pennsylvania State Employees’ Retirement System (“SERS”) and the State of New Jersey Public Employees' Retirement System (“PERS”), and additions to/deductions from SERS and PERS fiduciary net position have been determined on the same basis as reported by the plans. For this purpose, benefit payments (including refunds of employee contributions) are recognized when due and payable in accordance with the benefit terms. Investments are reported at fair value. Economic Development Activities: The Authority establishes loan loss provisions for economic development loans receivable, based upon collection history and analysis of creditor’s ability to pay. The Authority has established a loss reserve in the amount of $1,345 as of December 31, 2017 and December 31, 2016 for its economic development loans outstanding. Net Position: Net position is classified in the following three components:

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

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

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 10

Note 1. Summary of Significant Accounting Policies (Continued) Derivative Instruments and the Related Companion Instruments: The Authority has entered into two interest rate swap agreements with the Bank of America, N.A. for the primary purposes of investing and for the aforementioned purpose of hedging interest rates on its outstanding long-term debt. In accordance with Governmental Accounting Standards Board Statement No. 53, Accounting and Financial Reporting for Derivative Instruments, all activity related to the interest rate swap agreements has been recorded on the combined financial statements and is further detailed in Note 4. Budget: In accordance with Section 5.15 of the 1998 Revenue Refunding Bonds Indenture of Trust and its Supplemental Indentures and Section 5.07 of the 1999 and 2012 Port District Project Bond Indentures of Trust, the Authority must annually adopt an Annual Budget on or before December 31 for the ensuing year. Section 5.15 of the 1998 Revenue Refunding Bond Indenture of Trust requires that the Authority, on or before December 31, in each year, adopt a final budget for the ensuing year of (i) operational expenses, (ii) the PATCO Subsidy, (iii) the amount to be deposited to the credit of the Maintenance Reserve Fund, and (iv) the estimated amounts to be deposited into the Debt Service Fund, the Debt Service Reserve Fund, and the Rebate Fund. Each Annual Budget must also contain the Authority’s projections of revenues for the ensuing year demonstrating compliance with the covenant as to facility charges as set forth in Section 5.09 of the Indentures of Trust. On or before December 31 in each year, the Authority must file a copy of the Annual Budget for the ensuing year with the Trustees. The Port District Project Bond Indentures require the following: the adopted budget must set forth, inter alia, the PATCO Subsidiary, the amount of any operating subsidy paid or payable by the Authority to or for the account of any other subsidiary of the Authority (including, without limitation, the Port of Philadelphia and Camden) and all other material operating expenses of the Authority payable from the General Fund. (See Note 11 for description of funds established under the Trust Indentures.) The Authority must also include the debt service payable on the bonds and any additional subordinated indebtedness during the ensuing year and all amounts required to be paid by the Authority into the Debt Service Reserve Fund or the Rebate Fund or to any Reserve Fund Credit Facility issuer during the ensuing year. On or before December 31, in each year, the Authority must file a copy of the Annual Budget for the ensuing year with the Trustees and Credit Facility Issuer. The Authority filed the appropriate 2017 annual budgets, as described above, to its bond trustees by December 31, 2016, in compliance with the bond indentures. In addition, the Authority filed its 2018 annual budgets with its bond trustees prior to the December 31, 2017 deadline. The Authority may at any time adopt an amended or supplemental Annual Budget for the remainder of the then-current year, which shall be treated as the Annual Budget under the provisions of the Indentures of Trust. A copy of any amended or supplemental Annual Budget must be promptly filed with the Trustees. Interfunds: Interfund receivables/payables represent amounts that are owed, other than charges for goods and services rendered, to/from a particular fund. These receivables/payables are eliminated during the aggregation process. Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the combined financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes: The Authority is a public corporate instrumentality of the State of New Jersey and the Commonwealth of Pennsylvania, and as described in its amended governing Compact, has been “deemed to be exercising an essential government function in effectuating such purposes,” and therefore is exempt from income taxes pursuant to the Internal Revenue Code (Section 115).

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 11

Note 2. Cash and Cash Equivalents Custodial Credit Risk Related to Deposits: Custodial credit risk is the risk that, in the event of a bank failure, the Authority’s deposits might not be recovered. The Authority does not have a deposit policy for custodial credit risk.

Note 3. Investment in Securities Excluding the investments of the OPEB Trust, the Authority’s investments in various securities are maintained for specified funds in accordance with the provisions of the Indenture of Trust adopted as of July 1, 1998 or the Authority’s General Fund investment policy (for unrestricted investments). Custodial Credit Risk Related to Investments: For an investment, custodial credit risk is the risk that, in the event of the failure of the counterparty, the Authority will not be able to recover the value of its investments or collateral securities that are in possession of an outside party. The Authority’s investments at December 31, 2017 and December 31, 2016 totaled $799,217 and $838,258 respectively. These investments consisted of short-term investments, asset backed securities, corporate bonds and notes, U.S. federal agency notes and bonds, and U.S. government treasuries. All of the Authority’s investments are maintained in the Authority’s name, by a third-party financial institution acting as the Authority’s agent. The Authority’s short-term investments primarily consist of money market funds. Since these funds are held by a third party financial institution, and it is the policy of the Authority to re-invest these funds in investments with longer maturities, these amounts have been classified as investments, as opposed to cash and cash equivalents, in the combined statements of net position. Interest Rate Risk: The Authority’s General Fund investment policy limits investment maturities (on unrestricted investments) as a means of managing its exposure to fair value losses arising from increasing interest rates and is as follows: the average effective duration of the portfolio is not to exceed twenty-four months, and the maximum effective duration of any individual security is not to exceed five years, unless otherwise specified. Credit Risk: Investments are purchased in accordance with the 1998 Indenture of Trust and its Supplemental Indenture and General Fund investment parameters and generally include U.S. government obligations, money market funds, obligations of U.S. agencies or instrumentalities, and obligations of public agencies or municipalities rated in either of the two highest rating categories by Standard & Poor’s Ratings or Moody’s Investors Services. In accordance with the 1998 Indenture of Trust and its Supplemental Indentures, the Authority invests in corporate bonds and commercial paper rated A-1 by Standard & Poor’s Corporation. Guaranteed income contracts are collateralized by U.S. government and agency securities, and debt obligations having a rating in the highest rating category from Moody’s Investors Service or Standard & Poor’s Rating Services. Concentration of Credit Risk: The Authority’s investment policy on the concentration of credit risk for its General Fund investments states that no limitations exist on the purchase of investments in obligations of the U.S. government and U.S. federal agencies since they are fully guaranteed by the U.S. government. For the purchase of investments in obligations of all other issuers, total investments held from any one issuer shall not exceed ten percent (10%) of the aggregate market value of the entire portfolio, except for repurchase agreements, which, from any one issuer, shall not exceed twenty-five percent (25%) of the aggregate market value of the portfolio.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 12

Note 3. Investment in Securities (Continued) OPEB Trust: As previously stated, the OPEB Trust accounts for the recording and accumulation of other postemployment benefit resources (Authority contributions), which are held in trust for the exclusive benefit of the Authority’s retirees. The Authority invests these contributions. Custodial Credit Risk Related to Investments: The Authority’s investments at December 31, 2017 and December 31, 2016 totaled $25,785 and $20,765, respectively. These investments consisted of money market funds, U.S. federal agency notes and bonds, and U.S. government treasuries. All of the Authority’s investments are maintained in the Authority’s name, by a third-party financial institution acting as the Authority’s agent. As of December 31, 2017 and December 31, 2016, the Authority had the following investments in the OPEB Trust:

Investment 12/31/2017 12/31/2016

Short-Term Investments $ 5,301 $ 3,164 U.S. Federal Agency Notes and Corporate Bonds 8,298 15,101

U.S. Government Treasuries 12,186 2,500

$ 25,785 $ 20,765 Interest Rate Risk: The Authority’s investment policy for the OPEB Trust calls for investments predominately in fixed income assets (corporate bonds, US treasury and agency paper, totaling approx.79% of the portfolio), with the remainder held in high quality money market securities. Credit Risk: As of December 31, 2017, the actual ratings by Standard & Poor’s for the OPEB Trust investments ranged from A1 to AAA, with approximately 85% of the fixed income portfolio rated at Aaa by Moody’s. Note 4. Derivative Instruments In accordance with the requirements of Governmental Accounting Standards Board Statement No. 53, Accounting and Financial Reporting for Derivative Instruments (“GASBS 53”), related to derivative instruments, the Authority engaged a financial advisory firm to analyze the effectiveness of the two “cash-flow hedges” (specifically the 1995 and 1999 Revenue Bond swaptions). Both swaptions were found to be substantially effective. At December 31, 2016, the value of the pay-fixed interest rate swap (1995 Revenue Bond Swaption) was ($36,718). At December 31, 2016, the value of the pay-fixed interest rate swap (1999 Revenue Bond Swaption) was ($44,500). The pay-fixed interest rate swaps are classified as deferred outflows of resources on the combined statements of net position, and total $81,218 at December 31, 2016. (Note: A similar analysis for the year ending December 31, 2017 is underway and will be reported on the audited financial statements). The fair value balance and notional amounts of derivative instruments outstanding at December 31, 2016 and 2015, classified by type, and the changes in fair value of such derivative instruments for the year ended as reported in the 2016 and 2015 combined financial statements are as follows (debit (credit)):

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 13

Note 4. Derivative Instruments (Continued)

Fair Value at December 31, *Classifi- Classifi-cation Amount cation Amount Notional

2016 2015 2016 2015 2016 2015Investment derivatives:

Receive-fixed interest rate swaption (1999 PDP, Series B, Debt Service Reserve Fund)

Interest revenue 47$ 66$

Derivative instrument (31)$ (78)$ 10,436$ 10,436$

Receive-fixed interest rate swaption (1999 Revenue Bonds Debt Service Reserve Fund)

Interest revenue 177 253

Derivative instrument (118) (295) 39,657 39,657

Pay-fixed interest rate swap

Interest revenue - 65

Derivative instrument - - - -

Cash flow hedges:Pay-fixed interest rate swap (1995 Revenue Bonds Swaption)

Deferred outflow 10,014 5,982

Derivative instrument (36,718) (46,732) 251,605 270,180

Pay-fixed interest rate swap (1999 Revenue Bonds Swaption)

Deferred outflow 12,037 7,173

Derivative instrument (44,500) (56,537) 295,495 316,955

Changes in Fair Value

* Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly. These inputs are derived from or corroborated by observable market data through correlation. Objective and Terms of Hedging Derivative Instruments: The following table summarizes the objective and terms of the Authority’s hedging instruments outstanding at December 31, 2017:

1995 Revenue Bonds Swaption: On May 2, 2001, the Authority entered into the 1995 Revenue Bonds Swaption with UBS AG in the initial notional amount of $358,215. Under the 1995 Revenue Bonds Swaption, UBS AG had the option, exercisable 120 days preceding January 1, 2006, January 1, 2007, and January 1, 2008, to elect to have the 1995 Revenue Bonds Swaption commence on the January 1 next succeeding the exercise of the option. Under the 1995 Revenue Bonds Swaption, (i) UBS AG was obligated to pay to the Authority $7,144 on January 1, 2006, as an exercise premium amount; (ii) UBS AG is obligated to pay periodic payments (payable monthly) to the Authority based upon a variable rate of 66% of the USD-LIBOR-BBA index; and (iii), the Authority is obligated to pay periodic payments (payable monthly) to UBS AG based upon a fixed rate of 5.447% per annum. The periodic interest rates are applied to the notional amount of the 1995 Revenue Bonds Swaption, which amortizes annually, commencing January 1, 2007, from its initial notional amount. Effective July 1, 2015, the Authority executed a novation transaction with the 1995 Revenue Bonds Swaption which replaced UBS AG with The Toronto-Dominion Bank as the counterparty to the Swaption.

Notional Effective MaturityType Objective Amount Date Date Terms

Pay-fixed interest rate swap (1995 Revenue Bonds Swaption)

Hedge of changes in cash flows of the 2008 Revenue Refunding Bonds 232,015$ 01/01/06 01/01/26

Pay 5.447%; receive 66% of one-month LIBOR

Pay-fixed interest rate swap (1999 Revenue Bonds Swaption)

Hedge of changes in cash flows of the 2010 Revenue Refunding Bonds 272,795$ 01/01/10 01/01/26

Pay 5.738%; receive 66% of one-month LIBOR

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 14

Note 4. Derivative Instruments (Continued) 1995 Revenue Bonds Swaption (Continued): The Toronto-Dominion Bank effectively assumed all of the significant terms of the original Swaption (i.e.: notional amount, terms to maturity, payment terms, reference rates, time intervals, etc.). Only the net difference in the periodic payments is to be exchanged between the Authority and The Toronto-Dominion Bank. The periodic payment obligations of the Authority under the 1995 Revenue Bonds Swaption are secured and payable equally and ratably with Bonds issued under the 1998 Revenue Bond Indenture. In addition to other Events of Default and Termination Events (as defined in the 1995 Revenue Bond Swaption), there exists an Additional Termination Event with respect to the Authority if the credit rating of Bonds issued under the 1998 Revenue Bond Indenture (without reference to municipal bond insurance or credit enhancement) falls below “Baa2” with respect to Moody’s Investors Service (“Moody’s”) or “BBB-” with respect to Standard & Poor’s Ratings Group (“S&P”) or Fitch Ratings (“Fitch”), or the Bonds cease to be rated by one of Moody’s, S&P or Fitch (and such rating agencies are still in the business of rating obligations such as the Bonds). In consideration for entering into the 1995 Revenue Bonds Swaption, the Authority received a net up-front, non-refundable option payment in the amount of $22,446 from UBS AG (the original counterparty), which has been recorded on the combined financial statements as a noncurrent liability (premium payment payable - derivative companion instrument). In accordance with the provisions of GASBS No. 53, this derivative companion instrument is considered a “borrowing” resulting from the intrinsic value of the swaption at inception. During the option period, interest accretes at the effective rate implied by the cash flows on the borrowing at inception. Once the swaption is exercised, and becomes an active swap, a portion of the swap interest payments are attributed to principal and interest payments on the borrowing. On September 3, 2005, UBS AG (the original counterparty) advised the Authority that it was exercising its option on this swaption as of January 1, 2006. As a result, UBS AG paid the Authority $7,144 on January 3, 2006 as an exercise premium, which has been recorded as an unearned revenue and is being amortized as interest revenue over the life of the interest rate swap agreement. The Authority made its initial net monthly swap payment in February 2006. The Authority is current on its 2017 monthly net swap interest payments to The Toronto-Dominion Bank (the current counterparty), which totaled $10,958 as of December 31, 2017. In July 2015, The Authority executed a swap novation transaction wherein the UBS swap was terminated and UBS was replaced by a new counterparty. This transaction resulted in favorable terms for the Authority, which has reduced its swap exposure. TD Bank’s ratings by Moody’s, S&P and Fitch are A2, AA- and AA, respectively, as of December 31, 2017. As of December 31, 2017, the 1995 Revenue Bond Swaption had an at-the-mark value of ($39,109). As of December 31, 2017, the notional value of the swap was $232,015. The following schedule represents the accretion of interest and amortization of the premium payment payable - derivative companion instrument through the term of the interest rate swap agreement, at an effective interest rate of 4.62324%:

ImputedYear Ending Beginning Interest Debt EndingDecember 31, Balance Accrual Payment Balance

2017 8,662$ 400$ (1,911)$ 7,151$ 2018 7,151 331 (1,741) 5,7412019 5,741 265 (1,561) 4,4452020 4,445 205 (1,372) 3,2782021 3,278 152 (1,173) 2,2572022-2025 2,257 213 (2,470) -

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 15

Note 4. Derivative Instruments (Continued) 1999 Revenue Bonds Swaption: On May 2, 2001, the Authority entered into the 1999 Revenue Bonds Swaption with UBS AG in the initial notional amount of $403,035. Under the 1999 Revenue Bonds Swaption, UBS AG had the option, exercisable 120 days preceding January 1, 2010, January 1, 2011, and January 1, 2012, to elect to have the 1999 Revenue Bonds Swaption commence on the January 1 next succeeding the exercise of the option. Under the 1999 Revenue Bonds Swaption, if exercised, (i) UBS AG is obligated to pay periodic payments (payable monthly) to the Authority based upon a variable rate of 66% of the USD-LIBOR-BBA index, and (ii), the Authority is obliged to pay periodic payments (payable monthly) to UBS AG based upon a fixed rate of 5.738% per annum. The periodic interest rates are applied to the notional amount of the 1999 Revenue Bonds Swaption, which amortizes annually, commencing January 1, 2011, from its initial notional amount. Effective July 1, 2015, the Authority executed a novation transaction with the 1999 Revenue Bonds Swaption which replaced UBS AG with Wells Fargo Bank, N.A. as the counterparty to the Swaption. Wells Fargo Bank N.A. effectively assumed all of the significant terms of the original Swaption (i.e.: notional amount, terms to maturity, payment terms, reference rates, time intervals, etc.). Only the net difference in the periodic payments is to be exchanged between the Authority and Wells Fargo Bank, N.A. Once exercised, the 1999 Revenue Bonds Swaption would continue (unless earlier terminated) through January 1, 2026. The periodic payment obligations of the Authority under the 1999 Revenue Bonds Swaption (if exercised) are secured and payable equally and ratably with Bonds issued under the 1998 Revenue Bond indenture. In addition to other Events of Default and Termination Events (as defined in the 1999 Revenue Bonds Swaption), there exists an Additional Termination Event with respect to the Authority if the credit rating of Bonds issued under the 1998 Revenue Bond Indenture (without reference to municipal bond insurance or credit enhancement), falls below “Baa2” with respect to Moody’s or “BBB-” with respect to S&P or Fitch, or the Bonds cease to be rated by one of Moody’s, S&P or Fitch (and such rating agencies are still in the business of rating obligations such as the Bonds). In consideration for entering into the 1999 Revenue Bonds Swaption, the Authority received a net up-front, non-refundable option payment in the amount of $20,142 from UBS AG (the original counterparty), which has been recorded on the combined financial statements as a noncurrent liability (premium payment payable – derivative companion instrument). In accordance with the provisions of GASBS 53, this derivative companion instrument is considered a “borrowing” resulting from the intrinsic value of the swaption at inception. During the option period, interest accretes at the effective rate implied by the cash flows on the borrowing at inception. Once the swaption is exercised, and becomes an active swap, a portion of the swap interest payments are attributed to principal and interest payments on the borrowing. On September 3, 2009, UBS AG (the original counterparty) advised the Authority that it was exercising its option on this swaption as of January 1, 2010. The Authority began making net interest payments to USB AG, commencing in February 2010, representing January’s net interest payment. The Authority is current on its 2017 monthly net swap interest payments to Wells Fargo Bank, N.A. (the current counterparty), which totaled $15,609 as of December 31, 2017 In July 2015, The Authority executed a swap novation transaction wherein the UBS swap was terminated and UBS was replaced by a new counterparty (Wells Fargo). This transaction resulted in favorable terms for the Authority, which has reduced its swap exposure. Wells Fargo’s ratings by Moody’s, S&P, and Fitch are Aa2, AA-, and AA, respectively, as of December 31, 2017. As of December 31, 2017, the 1999 Revenue Bond Swaption had an at-the-mark value of ($49,486). As of December 31, 2017, the notional value of the swap was $272,795. The following schedule represents the accretion of interest and amortization of the premium payment payable - derivative companion instrument through the term of the interest rate swap agreement, at an effective interest rate of 4.71425%:

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 16

Note 4. Derivative Instruments (Continued) 1999 Revenue Bonds Swaption:

ImputedYear Ending Beginning Interest Debt EndingDecember 31, Balance Accrual Payment Balance

2017 12,659$ 597$ (2,793)$ 10,463$ 2018 10,463 493 (2,547) 8,4092019 8,409 396 (2,288) 6,5172020 6,517 307 (2,013) 4,8112021 4,811 227 (1,722) 3,3162022-2025 3,316 320 (3,636) -

Net Swap Payments: Using rates as of December 31, 2016 and assuming the rates are unchanged for the remaining term of the bonds, the following table shows the debt service requirements and net swap payments for the Authority’s hedged variable rate bonds:

Variable Rate Bonds Swap Interest PaymentsTotal

Year Ending Variable Net Bonds andDecember 31, Principal Interest Total Fixed Pay Received Pay Swaps

2017 42,290$ 4,811$ 47,101$ 28,291$ 2,565$ 25,725$ 72,826$ 2018 44,645 4,414 49,059 25,789 2,339 23,451 72,510 2019 47,155 3,994 51,149 23,147 2,099 21,048 72,197 2020 49,800 3,550 53,350 20,356 1,846 18,510 71,860 2021 52,595 3,082 55,677 17,409 1,579 15,830 71,507 2022-2026 310,615 7,411 318,026 36,715 3,329 33,386 351,412

547,100$ 27,262$ 574,362$ 151,707$ 13,756$ 137,950$ 712,312$

Objective and Terms of Investment Derivative Instruments: On August 21, 2000, the Authority entered into two (2) interest rate agreements with Bank of America, N.A. in the notional amounts of $39,657 (the “2000 Swaption #1”) and $10,436 (the “2000 Swaption #2”, and together with the 2000 Swaption #1, the “2000 Swaptions”). Under the 2000 Swaptions, Bank of America, N.A. has the option on certain future dates (two business days preceding July 1, 2005 and each January 1 and July 1 thereafter through and including July 1, 2025 with respect to the 2000 Swaption #1 and two business days preceding January 2, 2006 and each July 1 and January 1 thereafter through and including July 1, 2025 with respect to the 2000 Swaption #2) to cause the 2000 Swaption #1 or the 2000 Swaption #2, as applicable, to commence on the next succeeding January 1 or July 1. If an option is exercised, the 2000 Swaption #1, or the 2000 Swaption #2, as applicable, would continue (unless earlier terminated) through January 1, 2026. The Authority’s obligations under the 2000 Swaptions are general unsecured corporate obligations. If the options relating to the 2000 Swaption #1 or the 2000 Swaption #2 are exercised, Bank of America, N.A. is obligated to pay periodic interest payments (payable monthly) to the Authority based upon a fixed rate of 5.9229% per annum, and the Authority is obligated to pay periodic interest payments (payable monthly) to Bank of America, N.A. at a variable rate based upon the Securities Industry and Financing Markets Association (SIFMA) (formerly the BMA Municipal Swap Index) (a tax-exempt variable rate index). Only the net difference in the periodic payments owed would be exchanged between Bank of America, N.A. and the Authority. As of December 31, 2017, Bank of America, N.A. has not exercised its options on the aforementioned swaptions with a value totaling ($34).

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 17

Note 4. Derivative Instruments (Continued) Objective and Terms of Investment Derivative Instruments (Continued): In consideration for entering into the 2000 Swaptions, the Authority received net up-front, non-refundable option payments in the aggregate amount of $1,400 from Bank of America, N.A., which represented the time value for holding the written option. Such payments were initially recorded as unearned revenue and amortized as interest revenue. These net up-front, non-refundable option payments have been fully amortized. Risks Related to Derivative Instruments:

Credit Risk: For the period ended December 31, 2017, the Authority was not exposed to credit risk on its hedging derivative instruments or investment derivatives as all such derivative instruments were in a liability position based on their fair values. The credit ratings of the counterparties, for the active swaps, however, are Aa2, AA-, AA- (Wells Fargo), and A2, AA-, AA- (TD Bank, N.A.) as rated by Moody’s, S&P, and Fitch, respectively, as of December 31, 2017. Interest Rate Risk: The Authority is exposed to interest rate risk on its derivative instruments. On its pay-variable, received-fixed interest rate swaptions, as the Securities Industry and Financing Markets Association (SIFMA) rate increases, the Authority’s net payments on the swaptions, if exercised, increases. On its pay-fixed, receive-variable interest rate swaps, as the LIBOR rate decreases, the Authority’s net payments on the swaps increases. While the Authority’s net payments may increase, these increases are partially offset by the variable rate bonds rate. Basis Risk: The Authority is exposed to basis risk on its pay-fixed interest rate swap hedging derivative instruments because the variable-rate payments received by the Authority on these hedging derivative instruments are based on a rate or index other than interest rates the Authority pays on its hedged variable-rate debt, which is remarketed every five (5) days. Termination Risk: The Authority or its counterparties may terminate a derivative instrument if the other party fails to perform under the terms of the contract. Rollover Risk: The Authority is not exposed to rollover risk on its hedging derivative instruments. The Authority’s hedging derivative instruments terminate on the same day as the hedged debt matures, unless the Authority opts for earlier termination. Market-Access Risk: If a particular option is exercised and refunding bonds are not issued, the affected series of bonds would not be refunded, and the Authority would make net swap payments as required by the terms of the applicable aforementioned contracts. If the option is exercised and the variable-rate bonds issued, the actual difference ultimately recognized by the transaction will be affected by the relationship between the interest rate terms of the to-be-issued variable-rate bonds versus the payment as stipulated in the swaption agreement. Swap Management Policy: On December 28, 2009, the Authority’s Board approved a resolution (DRPA-09-099, entitled “Use Debt-Related Swap Agreements”) which, among other things, declared: (i) “that it is the direction and intention of the Board that the DRPA not enter into any new debt-related swap agreements...”, and (ii) that the staff of the Authority” takes all steps necessary to immediately begin the process of recommending to the Board whether, when, and how to terminate the Authority’s current swaps, with all such terminations, if determined to be advisable, to occur in a methodical and careful manner which avoids to the fullest extent possible additional costs or risks may be associated with termination; and that staff report to the Finance Committee of the Board on a monthly basis the status of all current swap agreements…”

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 18

Note 4. Derivative Instruments (Continued) Risks Related to Derivative Instruments (Continued):

Swap Management Policy (Continued): At its September 2014 meeting, the Authority’s Board approved resolution DRPA 14-116 entitled “Authorization to Terminate and Replace Existing UBS Swaps with New Swap Counterparty (ies)“ which authorized the Authority to terminate its existing swaps with UBS AG “in order to reduce Authority swap exposure and to provide more favorable terms to the Authority.” In addition, the Authority adopted a written swap policy. As previously stated in this note, UBS AG was replaced, as counterparty, by The Toronto-Dominion Bank, and Wells Fargo Bank, effective July 1, 2015. Lastly, resolution DRPA 16-055 (approved in April 2016) authorized “the amendment, replacement, and termination of any or all of the Outstanding Swaps.” Resolution DRPA 16-098 entitled “Authorization for Issuance of Revenue Refunding Bonds Amendment, Replacement or Termination of Interest Rate Swaps” approved in September 2016 further authorized the Authority’s management “to the extent deemed economically advantageous and fiscally prudent for the Authority, the amendment, replacement or termination of any or all of the Authority’s outstanding Interest Rate Swap Agreements.” and also authorizes the issuance of fixed rate Revenue Refunding Bonds to refund outstanding variable rate bonds, in a “not-to-exceed” amount of $600 million.

Note 5. Accounts Receivable Accounts receivable for December 31, 2017 and December 31, 2016 are as follows:

12/31/2017 12/31/2016 Reimbursements from governmental agencies - capital improvements to the PATCO system due from the Federal Transit Administration $ 4,641 $ 702 Reimbursements from governmental agencies - FTA, DOT, FEMA, PEMA, and U.S. and NJ Homeland Security 861 870 Development projects 3,500 3,500 E-ZPass bridge tolls from other agencies 7,846 5,894 Other 904 973 Gross receivables $ 17,752 $ 11,939

Less: allowance for uncollectible

(3,564)

(3,564) Net total receivables $ 14,188 $ 8,375

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 19

Note 6. Changes in Long-Term Liabilities Long-term liability activity for the period ended December 31, 2017 is as follows:

Beginning Ending Due within

Balance Increases Decreases Balance 1 Year

Bonds payable 1999 Port District Project Bonds $ 20,065 $ (4,245) $ 15,820 $ 4,570

2008 Revenue Refunding Bonds 251,605 (19,590) 232,015 20,655

2010 Revenue Refunding Bonds 295,495 (22,700) 272,795 23,990

2010 Revenue Bonds 308,375 308,375

2012 Port District Project Refunding Bonds 135,410 (6,335) 129,075 6,650

2013 Revenue Bonds 476,585 476,585

Issuance discounts/premiums 22,754 25 (2,623) 20,156

Total bonds payable 1,510,289 25 (55,493) 1,454,821 55,865

Other liabilities Claims and judgments 4,288 690 (892) 4,087 1,635

Self-insurance 4,153 652 (339) 4,466 1,786

Sick and vacation leave 3,879 635 4,514 1,806

Net pension liability 145,909 145,908

Unearned revenue 8,771 66 (56) 8,781 3,512

Other postemployment benefits 21,101 25 (5,000) 16,126

Premium payment payable - derivative companion instrument 21,320 (4,103) 17,217

Derivative instrument - interest rate swap 81,366 81,366

$ 1,801,076 $ 1,458 $ (65,248) $ 1,737,285 $ 64,604

Long-term liability activity for the year ended December 31, 2016 is as follows:

Beginning Ending Due w ithin

Balance Increases Decreases Balance 1 Year

Bonds payable1999 Port District Project Bonds 24,010$ (3,945)$ 20,065$ 4,245$

2008 Revenue Refunding Bonds 270,180 (18,575) 251,605 19,590

2010 Revenue Refunding Bonds 316,955 (21,460) 295,495 22,700

2010 Revenue Bonds 308,375 308,375

2012 Port District Project Refunding Bonds 141,440 (6,030) 135,410 6,335

2013 Revenue Bonds 476,585 476,585

Issuance discounts/premiums 25,453 25 (2,724) 22,754

Total bonds payable 1,562,998 25 (52,734) 1,510,289 52,870

Other liabilitiesClaims and judgments 2,520 4,015 (2,247) 4,288 1,365

Self -insurance 4,626 3,673 (4,146) 4,153 1,827

Sick and vacation leave 3,962 1,429 (1,512) 3,879 1,940

Net pension liability 114,682 48,607 (17,380) 145,909

Unearned revenue 8,758 26,856 (26,843) 8,771 4,585

Other postemployment benefits 26,352 4,562 (9,813) 21,101

Premium payment payable - derivative

companion instrument 25,237 (3,917) 21,320

Derivative instrument - interest rate sw ap 103,642 (22,276) 81,366

1,852,777$ 89,167$ (140,869)$ 1,801,076$ 62,587$

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 20

Note 7. Investment in Facilities Capital assets for the period ended December 31, 2017 were as follows:

Beginning Ending

Balance Increases Decreases Balance

Capital assets not being depreciated Land $ 74,076 - - $ 74,076

Construction in progress 530,307 131,355

(81,403) 580,259

Total capital assets not being depreciated

604,383

131,355

(81,403)

654,335

Capital assets being depreciated

Bridges and related building and equipment

1,144,267

25,487

(293)

1,169,461

Transit property and equipment 627,348 55,853 - 683,201

Port enhancements 6,703 63 (63) 6,703

Total capital assets being depreciated

1,778,318

81,403

(356)

1,859,365

Less: accumulated depreciation for:

Bridges and related building and equipment (589,468) (37,982) 293 (627,157)

Transit property and equipment (297,345) (22,539) - (319,884)

Port enhancements (5,019) (374) 63 (5,331)

Total accumulated depreciation (891,832) (60,895) 356 (952,371)

Total capital assets being depreciated, net 886,486 20,508 - 906,994

Total capital assets, net $1,490,869 $151,863 $(81,403) $1,561,329 * represents depreciated capital assets reclassified from port enhancements to bridges and related building and equipment and transit property and equipment

Capital assets for the year ended December 31, 2016 were as follows:

Beginning EndingBalance Increases Decreases Balance

Capital assets not being depreciatedLand 74,100$ $ - (24)$ 74,076$ Construction in progress 441,577 106,102$ (17,372) 530,307

Total capital assets not being depreciated 515,677 106,102 (17,396) 604,383

Capital assets being depreciatedBridges and related building and equipment 1,139,324 7,975 (3,032) 1,144,267 Transit property and equipment 600,962 27,389 (1,003) 627,348 Port enhancements 6,703 - - 6,703

Total capital assets being depreciated 1,746,989 35,364 (4,035) 1,778,318

Less: accumulated depreciation for:Bridges and related building and equipment (557,062) (34,895) 2,489 (589,468)Transit property and equipment (274,619) (23,721) 995 (297,345)Port enhancements (5,168) (317) 466 * (5,019)

Total accumulated depreciation (836,849) (58,933) 3,950 (891,832)

Total capital assets being depreciated, net 910,140 (23,569) (85) 886,486

Total capital assets, net 1,425,817$ 82,533$ (17,481)$ 1,490,869$

Total depreciation expense for the years ended December 31, 2017 and December 31, 2016 was $60,895 and $58,933, respectively.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 21

Note 8. Deferred Compensation Plan The Authority offers its employees a deferred compensation plan in accordance with Internal Revenue Code Section 457. The plan, available to all full-time employees, permits them to defer a portion of their salary until future years. The deferred compensation is not available to employees until termination, retirement, death, or unforeseeable emergency. The Authority does not make any contributions to the plan. To comply with changes in federal regulations and GASBS 32, Accounting and Financial Reporting for Internal Revenue Code 457 Deferred Compensation Plans, the Authority amended the plan in 1998 so that all amounts of compensation deferred under the plan, all property and rights purchased with those amounts, and all income attributable to those amounts, property, or rights are solely the property of the employees. Note 9. Pension Plans Employees of the Authority participate in the Pennsylvania State Employees’ Retirement System (“SERS”), the State of New Jersey Public Employees’ Retirement System (“PERS”), or the Teamsters Pension Plan of Philadelphia and Vicinity. General Information about the Plans Plan Descriptions Pennsylvania State Employees’ Retirement System - The Pennsylvania State Employees' Retirement System is the administrator of a cost-sharing multiple-employer defined benefit pension plan established by the Commonwealth of Pennsylvania (“Commonwealth”) to provide pension benefits for employees of state government and certain independent agencies. SERS is a component unit of the Commonwealth and is included in the Commonwealth's financial report as a pension trust fund. Membership in SERS is mandatory for most state employees. Members and employees of the General Assembly, certain elected or appointed officials in the executive branch, department heads, and certain employees in the field of education are not required, but are given the option to participate. SERS provides retirement, death, and disability benefits. Article II of the Commonwealth's constitution assigns the authority to establish and amend the benefit provision of the plan to the General Assembly. Member retirement benefits are determined by taking years of credited service, multiplied by final average salary, multiplied by 2%, multiplied by class of service multiplier. According to the State Employees' Retirement Code, all obligations of SERS will be assumed by the Commonwealth should SERS terminate. The Pennsylvania State Employees’ Retirement System issues a publicly available annual financial report, including financial statements, which may be obtained by writing to Pennsylvania State Employees’ Retirement System, 30 North Third Street, Harrisburg, Pennsylvania 17108-1147. State of New Jersey Public Employees' Retirement System - The Public Employees' Retirement System is a cost-sharing multiple-employer defined benefit pension plan which was established as of January 1, 1955, under the provisions of N.J.S.A. 43:15A by the State of New Jersey (“State”). The PERS’s designated purpose is to provide retirement, death, disability and medical benefits to certain qualified members. The PERS’s Board of Trustees is primarily responsible for the administration of the PERS. The State of New Jersey Public Employees’ Retirement System issues a publicly available annual financial report, including financial statements, which may be obtained by writing to State of New Jersey, Division of Pensions and Benefits, P.O. Box 295, Trenton, New Jersey 08625-0295.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 22

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

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 23

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

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

Service retirement benefits of 1/55th of final average salary for each year of service credit is available to tiers 1 and 2 members upon reaching age 60 and to tier 3 members upon reaching age 62. Service retirement benefits of 1/60th of final average salary for each year of service credit is available to tier 4 members upon reaching age 62 and tier 5 members upon reaching age 65. Early retirement benefits are available to tiers 1 and 2 members before reaching age 60, tiers 3 and 4 before age 62 with 25 or more years of service credit and tier 5 with 30 or more years of service credit before age 65. Benefits are reduced by a fraction of a percent for each month that a member retires prior to the age at which a member can receive full early retirement benefits in accordance with their respective tier. Tier 1 members can receive an unreduced benefit from age 55 to age 60 if they have at least 25 years of service. Deferred retirement is available to members who have at least 10 years of service credit and have not reached the service retirement age for the respective tier. Teamsters Pension Plan of Philadelphia and Vicinity - A member may retire at the later of (a) the date the employee reaches 65 or (b) the tenth anniversary of the employee’s commencement of participation in the plan. Additionally, employees are eligible for early retirement after 10 years of participation in the plan and (a) completion of 30 years of vested service or (b) attainment of age 50 and completion of 10 years of vested service. Benefits vest after 10 years of service. An employee who retires on or after his or her normal retirement age is entitled to receive benefits based on his or her credited years of service multiplied by a monthly benefit rate, which is determined based on the employer’s daily contributions. The benefits are subject to maximum rates that vary according to employer daily contribution rates. Members may also receive benefits after early retirement at reduced rates, depending on age at retirement. An employee who qualifies for disability retirement benefits (total and permanent disability with 10 years of vested service and 5 years of continuous service with at least 300 covered days of contributions) is entitled to receive two hundred dollars per month until retirement age, when retirement benefits would commence. Provisions include surviving spouse death benefits, under which the surviving spouse is entitled to a 50% survivor annuity in certain cases. At December 31, 2016 and 2015, the Authority had 196 and 208 employees, respectively, covered by the Fund.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 24

Note 9. Pension Plans (Continued) General Information about the Plans (Continued) Contributions Pennsylvania State Employees’ Retirement System - The contribution requirements of plan members and the Authority are established and amended by the Pennsylvania State Employees’ Retirement System Board. As of January 1, 2002, employees are required to contribute 6.25% (unless opting for 9.33% deductions in order to be eligible for the 2.5% pension compensation) of their gross earnings to the plan. The SERS Board certifies employer contribution rates annually, typically in April of each year to become effective the following fiscal year beginning in June. It is customary for rates to result from an independent actuarial valuation of the pension fund. The employer contribution rate is set so that it can fund all retirement benefits earned by employees working during the year and pay toward any unfunded liability that may exist. In some cases, however, the actuarially calculated employer contribution rate has been set or adjusted by Pennsylvania law. The Authority’s contractually required contribution rate for the years ended December 31, 2016 and 2015 was 27.32% and 21.15%, respectively, of the Authority’s covered payroll, and the Authority’s contractually required quarterly contributions to the pension plan for 2016 and 2015 totaled $12,735 and $10,332, respectively. Employee contributions to the plan during 2016 and 2015 were $2,599 and $3,122, respectively. State of New Jersey Public Employees’ Retirement System - The contribution policy is set by N.J.S.A. 43:15A and requires contributions by active members and contributing employers. Members contribute at a uniform rate. Pursuant to the provisions of Chapter 78, P.L. 2011, the active member contribution rate increased from 5.5% of annual compensation to 6.5% plus an additional 1% phased-in over seven years beginning in July 2012. The member contribution rate was 7.06% in State fiscal year 2016. The phase-in of the additional incremental member contribution rate takes place in July of each subsequent State fiscal year. Employers' contribution amounts are based on an actuarially determined rate. The Authority’s contribution amounts are based on an actuarially determined rate that included the normal cost and unfunded accrued liability. The Authority’s contractually required contribution rate for the years ended December 31, 2016 and 2015 was 10.27% and 11.32%, respectively, of the Authority’s covered payroll. This amount was actuarially determined as the amount that, when combined with employee contributions, is expected to finance the costs of benefits earned by employees during the year, including an additional amount to finance any unfunded accrued liability. The Authority’s contractually required contributions to the pension plan for the years ended December 31, 2016 and 2015 was $45 and $42, which is and was due on April 1, 2017 and April 1, 2016, respectively. Employee contributions to the plan during 2016 and 2015 were $33 and $27, respectively. Teamsters Pension Plan of Philadelphia and Vicinity - The employer’s contribution requirements are determined under the terms of one Collective Bargaining Agreement in force between the employer and the Teamsters, which expired on May 31, 2011. A “Memorandum of Agreement” was signed on December 28, 2016 to continue the Authority’s contributions to the plan. The Memorandum of Agreement expires December 31, 2017. During 2016, the Authority was required to and did contribute twenty-five dollars and twenty-two cents ($25.22) per day from January 1 through June 30, and twenty-six dollars and forty-eight cents ($26.48) per day, from July 1 through December 31 for each PATCO participating employee. For the 2015 year, the Authority was required to and did contribute twenty-four dollars and two cents ($24.02) per day, from January 1 through June 30, and twenty-five dollars and twenty-two cents ($25.22) per day, from July 1 through December 31 for each PATCO participating employee. The Authority’s contributions totaled 8.69%, 8.13%, and 7.67% of covered payroll in 2016, 2015 and 2014, respectively.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 25

Note 9. Pension Plans (Continued) General Information about the Plans (Continued) Contributions (Continued) Teamsters Pension Plan of Philadelphia and Vicinity (Continued) - The employees of the Authority do not contribute to the Plan. The Authority contributed $1,293, $1,136, and $1,001 in 2016, 2015 and 2014, respectively, which represented 100% of the required contribution for the aforementioned years. Pension Liabilities, Pension Expense, and Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions Pennsylvania State Employees’ Retirement System - At December 31, 2016, the Authority’s proportionate share of the SERS net pension liability was $144,424. The net pension liability was measured as of December 31, 2015, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of December 31, 2015. The Authority’s proportion of the net pension liability was based on a projection of the Authority’s long-term share of contributions to the pension plan relative to the projected contributions of all participating employers, actuarially determined. For the December 31, 2015 measurement date, the Authority’s proportion was .79424655%, which was an increase of .02971064% from its proportion measured as of December 31, 2014. At December 31, 2016, the Authority’s proportionate share of the SERS net pension liability was $113,590. The net pension liability was measured as of December 31, 2015, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of December 31, 2015. The Authority’s proportion of the net pension liability was based on a projection of the Authority’s long-term share of contributions to the pension plan relative to the projected contributions of all participating employers, actuarially determined. For the December 31, 2015 measurement date, the Authority’s proportion was .76453591%, which was a decrease of .02086543% from its proportion measured as of December 31, 2014. At December 31, 2016 and December 31, 2015, the Authority’s proportionate share of the SERS pension expense, calculated by the Plan as of the December 31, 2016 and 2015 measurement dates, was $19,279 and $12,710, respectively. State of New Jersey Public Employees’ Retirement System - At December 31, 2016, the Authority’s proportionate share of the PERS net pension liability was $1,484. The net pension liability was measured as of June 30, 2016, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of July 1, 2015. The total pension liability was calculated using updated procedures to roll forward from the actuarial valuation date to the measurement date of June 30, 2016. The Authority’s proportion of the net pension liability was based on a projection of the Authority’s long-term share of contributions to the pension plan relative to the projected contributions of all participating employers, actuarially determined. For the June 30, 2016 measurement date, the Authority’s proportion was .0050105488%, which was an increase of .0001489164% from its proportion measured as of June 30, 2015. At December 31, 2016, the Authority’s proportionate share of the PERS net pension liability was $1,092. The net pension liability was measured as of June 30, 2016, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of July 1, 2015. The total pension liability was calculated through the use of updated procedures to roll forward from the actuarial valuation date to the measurement date of June 30, 2016. The Authority’s proportion of the net pension liability was based on a projection of the Authority’s long-term share of contributions to the pension plan relative to the projected contributions of all participating employers, actuarially determined. For the June 30, 2016 measurement date, the Authority’s proportion was .0048616324%, which was a decrease of .0031613124% from its proportion measured as of June 30, 2015.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 26

Note 9. Pension Plans (Continued) Pension Liabilities, Pension Expense, and Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions (Continued) State of New Jersey Public Employees’ Retirement System (Continued) - At December 31, 2016 and 2015, the Authority’s proportionate share of the PERS pension expense, calculated by the Plan as of the June 30, 2016 and 2015 measurement dates, was ($49) and ($124), respectively. Deferred Outflows of Resources and Deferred Inflows of Resources Certain changes in the net pension liability are to be recognized as deferred outflows of resources or deferred inflows of resources and are amortized as either an increase or decrease to future year’s pension expense, using a systematic and rational method over a closed period. At December 31, 2016, the Authority reported deferred outflows of resources and deferred inflows of resources related to pensions from the following sources:

SERS PERS Total SERS PERS Total

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

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

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

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

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

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

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

Deferred Outflows of Resources Deferred Inflows of Resources

At December 31, 2015, the Authority reported deferred outflows of resources and deferred inflows of resources related to pensions from the following sources:

SERS PERS Total SERS PERS Total

Differences between expected and actual experience 617$ 26$ 643$ - - -

Changes of assumptions - 117 117 - - -

Net difference between projected and actual earnings on pension plan investments 3,282 - 3,282 - 18$ 18$

Differences between employer contributions and proportionate share of contributions - - - 339$ - 339

Changes in proportion - - - 2,341 899 3,240

Employer contributions subsequent to the measurement date 10,332 21 10,353 - - -

14,231$ 164$ 14,395$ 2,680$ 917$ 3,597$

Deferred Outflows of Resources Deferred Inflows of Resources

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 27

Note 9. Pension Plans (Continued) Pension Liabilities, Pension Expense, and Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions (Continued) Deferred Outflows of Resources and Deferred Inflows of Resources (Continued) At December 31, 2016, $12,735 and $22 for SERS and PERS, respectively, included in deferred outflows of resources, will be included as a reduction of the net pension liability in the year ending December 31, 2017. These contributions were made by the Authority to the respective pension plans after the measurement date to satisfy the pension plan’s net pension liability, but before the end of the financial statement period for the Authority. For SERS, this amount was based on actual contributions made during 2016, which was subsequent to the measurement date of December 31, 2015. For PERS, the amount was based on an estimated April 1, 2018 contractually required contribution, prorated from the pension plans measurement date of June 30, 2016 to the Authority’s year-end of December 31, 2016. At December 31, 2015, $10,332 and $21 for SERS and PERS, respectively, included in deferred outflows of resources, was included as a reduction of the net pension liability in the year ended December 31, 2016. These contributions were made by the Authority to the respective pension plans after the measurement date to satisfy the pension plan’s net pension liability, but before the end of the financial statement period for the Authority. For SERS, this amount was based on actual contributions made during 2015, which was subsequent to the measurement date of December 31, 2014. For PERS, the amount was based on an estimated April 1, 2017 contractually required contribution, prorated from the pension plans measurement date of June 30, 2015 to the Authority’s year-end of December 31, 2015. For SERS and PERS, the components of deferred outflows of resources and deferred inflows of resources for SERS and PERS, other than the difference between the projected and actual investment earnings on investments, are amortized into pension expense over a 5.2 and 5.57 year closed period for the December 31, 2015 and June 30, 2016 measurement period, respectively, which reflects the weighted average remaining service life of all SERS and PERS members, beginning the year in which the deferred amount occurs (current year). The annual difference between the projected and actual earnings on SERS and PERS investments is amortized over a five-year closed period beginning the year in which the difference occurs (current year). For SERS and PERS, the components of deferred outflows of resources and deferred inflows of resources for SERS and PERS, other than the difference between the projected and actual investment earnings on investments, were amortized into pension expense over a 5.6 and 5.72 year closed period for the December 31, 2016 and June 30, 2016 measurement period, respectively, which reflects the weighted average remaining service life of all SERS and PERS members, beginning the year in which the deferred amount occurs (current year). The annual difference between the projected and actual earnings on SERS and PERS investments is amortized over a five-year closed period beginning the year in which the difference occurs (current year).

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 28

Note 9. Pension Plans (Continued) Pension Liabilities, Pension Expense, and Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions (Continued) Deferred Outflows of Resources and Deferred Inflows of Resources (Continued) The amounts of deferred outflows of resources and deferred inflows of resources related to the respective net pension liabilities measured at December 31, 2015 for SERS and June 30, 2016 for PERS that will be recognized in pension expense in future periods are as follows:

Year EndingDec. 31 SERS PERS Total

2016 5,827$ 5,827$ 2017 5,827 (102)$ 5,725 2018 5,827 (102) 5,725 2019 5,153 (88) 5,065 2020 476 (25) 451 2021 30 30

Totals 23,110$ (287)$ 22,793$

Actuarial Assumptions Since the measurement of the net pension liability of SERS is the same date as the actuarial valuation of the net pension liability, no roll forward procedures are required for the net pension liability. For PERS, however, the net pension liability was measured as of June 30, 2016, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of July 1, 2015. The total PERS pension liability was calculated using updated procedures to roll forward from the actuarial valuation date to the measurement date of June 30, 2016. The actuarial valuations for the year ended December 31, 2016 used the following actuarial assumptions applied to all periods included in the measurement date of December 31, 2015 for SERS and June 30, 2016 for PERS:

SERS PERS

Inflation 2.75% 3.08%

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

Investment rate of return 7.50% net of expenses including inflation 7.65%

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

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

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 29

Note 9. Pension Plans (Continued) Actuarial Assumptions (Continued) The actuarial valuations for the year ended December 31, 2015 used the following actuarial assumptions applied to all periods included in the measurement date of December 31, 2014 for SERS and June 30, 2015 for PERS:

SERS PERS

Inflation 2.75% 3.04%

Projected salary increases average of 6.10% with range of 4.30% - 11.05% 2.15% - 4.40% based on age (2012-2021)including inflation 3.15% - 5.40% based on age (thereafter)

Investment rate of return 7.5% net of expenses including inflation 7.90%

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

Period of actuarial experience 2006 - 2010 July 1, 2008 - June 30, 2011study upon which actuarialassumptions were based

The long-term expected real rate of return on pension plan investments is determined using a building-block method in which best-estimate ranges of expected future real rates of return (expected returns, net of investment expense and inflation) are developed for each major asset class. These ranges are combined to produce the long-term expected rate of return by weighting the expected future real rates of return by the target asset allocation percentage and by adding expected inflation. Best estimates of arithmetic real rates of return for each major asset class included in current and target asset allocation as of the measurement dates of December 31, 2015 for SERS and June 30, 2016 for PERS, are summarized in the following table:

SERS PERS

Long-term Long-termTarget Expected Rate Target Expected Rate

Asset Class Allocation of Return Allocation of Return

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

Total 100.00% 100.00%

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 30

Note 9. Pension Plans (Continued) Actuarial Assumptions (Continued) Best estimates of arithmetic real rates of return for each major asset class included in current and target asset allocation as of the measurement dates of December 31, 2014 for SERS and June 30, 2015 for PERS, are summarized in the following table:

SERS PERS

Long-term Long-termTarget Expected Rate Target Expected Rate

Asset Class Allocation of Return Allocation of Return

Cash 5.00% 1.04%Alternative investments 15.00% 8.50%U.S. treasuries 1.75% 1.64%Investment grade credit 10.00% 1.79%Global public equity 40.00% 5.40%Mortgages 2.10% 1.62%Diversifying assets 10.00% 5.00%High yield bonds 2.00% 4.03%Inflation-indexed bonds 1.50% 3.25%Broad U.S. equities 27.25% 8.52%Developed foreign equities 12.00% 6.88%Emerging market equities 6.40% 10.00%Private equity 9.25% 12.41%Fixed income 15.00% 1.50%Hedge funds / absolute return 12.00% 4.72%Real estate (property) 17.00% 4.95% 2.00% 6.83%Liquidity reserve 3.00% 0.00%Commodities 1.00% 5.32%Global debt ex U.S. 3.50% -0.40%REIT 4.25% 5.12%

Total 100.00% 100.00%

Discount Rate - The discount rate used to measure the total pension liability at December 31, 2015 and 2014 for SERS was 7.50%. The projection of cash flows used to determine the discount rate assumed that employee contributions will be made at the rates applicable for each member and that employer contributions will be made based on rates determined by the actuary. Based on those assumptions, SERS fiduciary net position was projected to be available to make all projected future benefit payments of current active and non-active SERS members; therefore, the long-term expected rate of return on SERS investments was applied to all periods of projected benefit payments to determine the total pension liability. The discount rate used to measure the total pension liability at June 30, 2016 and 2015 for PERS was 3.98% and 4.90%, respectively. These single blended discount rates were based on the long-term expected rate of return on pension plan investments of 7.65% and 7.90%, and a municipal bond rate of 2.85% and 3.80%, as of June 30, 2016 and 2015, respectively, based on the Bond Buyer Go 20-Bond Municipal Bond Index, which includes tax-exempt general obligation municipal bonds with an average rating of AA/Aa or higher. The projection of cash flows used to determine the discount rate assumed that contributions from PERS members will be made at the current member contribution rates. Based on those assumptions, PERS fiduciary net position was projected to be available to make projected future benefit payments of current plan members through 2034 for PERS; therefore, the long-term expected rate of return on PERS investments was applied to projected benefit payments through 2034 for PERS, and the municipal bond rate was applied to projected benefit payments after that date in determining the total pension liability.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 31

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

December 31, 2016

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

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

December 31, 2015

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

Authority's proportionate share of the net pension liability - measurement date December 31, 2014 145,393$ 113,590$ 86,245$

State of New Jersey Public Employees’ Retirement System - The following presents the Authority’s proportionate share of the net pension liability at the Plan’s measurement date, calculated using a discount rate of 3.98 for June 30, 2016 and 4.90% for June 30, 2015, as well as what the Authority’s proportionate share of the net pension liability would be if it were calculated using a discount rate that is 1% lower or 1% higher than the current rates used:

December 31, 2016

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

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

December 31, 2015

1% Decrease Current Discount 1% Increase3.90% Rate 4.90% 5.90%

Authority's proportionate share of the net pension liability - measurement date June 30, 2015 1,356$ 1,091$ 869$

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 32

Note 10. Postemployment Healthcare Plan Plan Description: The Authority provides certain health care and life insurance benefits for retired employees, where such benefits are established and amended by the Authority’s Board of Commissioners. The Authority’s Plan provides two agent multiple-employer post-employment healthcare plans which cover two retiree populations: eligible retirees under the age of sixty-five (65) receive benefits through Amerihealth and eligible retirees sixty-five (65) and over receive benefits through the United Health Group (in partnership with AARP) and Aetna. Life insurance benefits to qualifying retirees are provided through Prudential. The plans are administered by the Authority; therefore, premium payments are made directly by the Authority to the insurance carriers. The OPEB Trust is irrevocable and is exempt from federal and state income taxes under Internal Revenue Code Section 115. The sole purpose of the OPEB Trust is to provide funds to pay postemployment benefits to qualified retirees and their dependents. Funding Policy: Employees become eligible for retirement benefits based on hire date and years of service. For employees hired after January 1, 2007, no subsidized retiree benefits are offered. The contribution requirements of plan members and the Authority are established, and may be amended, by the Authority’s Board of Commissioners. Plan members receiving benefits contribute the following amounts: sixty-five dollars per month for retiree-only coverage for the base plan, one hundred and thirty dollars per month for retiree/spouse (or retiree/child) coverage, and one hundred and ninety-five dollars per month for retiree/family (or children) coverage to age sixty-five (65) for the base plan, and fifty-five dollars per month per retiree, per dependent for both the United Health Group (in partnership with AARP) and Aetna coverages. An additional amount is required for those retirees, under age sixty-five (65), who opt to participate in the “buy-up plan” for retirees and their dependents. During 2015 and 2014, the Authority’s Board of Commissioners passed resolutions DRPA-15-156 and DRPA-14-154 authorizing the Authority to make OPEB contributions for $5,000, for each subsequent year, to the OPEB Trust, which was established with PNC Institutional Management in 2014. The Authority continues to fund its current retiree postemployment benefits cost on a “pay-as-you-go” basis, net of plan member contributions. Resolution DRPA-16-132 authorized an additional $5,000 contribution in 2017. This $5,000 contribution was made prior to year-end 2017. Future Retirees: The Authority is required to expense the annual required contribution (ARC) of the employer, an amount actuarially determined in accordance with the parameters of the Governmental Accounting Standards Board (GASB). The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any unfunded actuarial liabilities (or funding excess) over a period not to exceed thirty (30) years. The ARC includes the costs of both current and future retirees. The current ARC was determined to be $4,952, at an unfunded discount rate of 5%.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 33

Note 10. Postemployment Healthcare Plan (Continued) Annual OPEB Cost: The Authority’s annual required contribution (ARC), the interest on the net OPEB obligation, the adjustment to the ARC, the increase or decrease in the net OPEB obligation, the net OPEB obligation, and the percentage of annual OPEB cost contributed to the plan for 2017*, 2016 and 2015 are as follows: 2017* 2016 2015 Annual required contribution (ARC) $ 4,882 $ 4,882 $ 4,952 Interest on the net OPEB obligation 1,054 1,054 1,258 Adjustment to the arc (1,374) (1,374) (1,374) Annual OPEB cost 4,562 4,562 4,836 Pay-as-you go cost (existing retirees) (4,537) (4,813) (4,929) Increase (decrease) in the net OPEB obligation 25 (251) (93) Net OPEB Obligation, January 1 $ 21,101 26,352 31,445 OPEB Obligation, December 31 $ 21,126 26,101 31,352 OPEB Trust Contributions (5,000) (5,000) (5,000) Net OPEB Obligation, December 31 $ 16,126 $ 21,101 $ 26,352 Percentage of Annual OPEB Cost Contributed 225% 215% 205%

*The values shown for 2017 are estimates based on 2016 values. The full actuarial study for 2017 is currently underway. The results of that study will be included in the audited financials. Funded Status and Funding Progress: Using the report from January 1, 2016, the most recent actuarial valuation date, the results were rolled forward to calculate year-end December 31, 2016. The actuarial accrued liability for benefits as of December 31, 2016 was $118,482, and the actuarial value of plan assets was $15,747, or 13.3% funded, resulting in an unfunded actuarial accrued liability (UAAL) of $102,735. The covered payroll (annual payroll of active employees covered by the plan) was $42,087 and the ratio of the UAAL to the covered payroll was 244.1%. Actuarial valuations of an ongoing plan involve estimates of the value of reported amounts and assumptions about the probability of occurrence of events far into the future. Examples include assumptions about future employment, mortality and the healthcare cost trend. Amounts determined regarding the funded status of the plan and the annual required contributions of the employer are subject to continual revision as actual results are compared with past expectations and new estimates are made about the future. The schedule of funding progress, presented as required supplementary information following the notes to the combined financial statements, presents multiyear trend information that shows whether the actuarial value of the plan assets is increasing or decreasing over time relative to the actuarial accrued liabilities for benefits. Actuarial Methods and Assumptions: Projections of benefits for financial reporting purposes are based on the substantive plan (the plan as understood by the employer and plan members) and include the types of benefits provided at the time of each valuation and the historical pattern of sharing benefit costs between the employer and plan members to that point. The actuarial methods and assumptions used include techniques that are designed to reduce short-term volatility in actuarial accrued liabilities and the actuarial value of assets, consistent with the long-term perspective of the calculations.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 34

Note 10. Postemployment Healthcare Plan (Continued) Actuarial Methods and Assumptions (Continued): In the January 1, 2016 actuarial valuation, the projected unit credit actuarial cost method was used. Under this method, an actuarial accrued liability is determined as the actuarial present value of the portion of projected benefits that is allocated to service before the current plan year. In addition, a normal cost is determined as the actuarial present value of the portion of projected benefits that is allocated to service in the current plan year for each active participant under the assumed retirement age. The UAAL is being amortized (straight-line) for thirty (30) year on an open basis. The actuarial assumptions included the following:

Mortality: The mortality table employed in the valuation was the RP2000 Healthy Table Male and Female. Inflation Rate: 2.5% per annum compounded annually. Discount Rate: Future costs have been discounted at the rate of 5.00% compounded annually for GASBS No. 45 purposes. Turnover: Assumptions for terminations of employment other than for death or retirement will vary by age and years of service with rates of turnover based on State Employees Retirement System of Pennsylvania. Disability: No terminations of employment due to disability were assumed. Retirees resulting from a disability were factored into the determination of age at retirement. Age of Retirement: The assumption that the active participants, on average, will receive their benefits when eligible, but no earlier than age 55. Spousal Coverage: Married employees will remain married. Prior Service: No prior service for active employees was assumed. Health Care Cost Trend Rate:

Year Pre-65 Post-65

Initial Trend 1/1/17 9.0% 9.0%Ultimate Trend 01/01/21 to later 5.0% 5.0%Grading Per Year 1.0% 1.0%

Projected Salary Increase: Annual salary increase is 2.5%. Administration Expenses: The annual cost to administer the retiree claims was assumed at 2.5% that was included in the annual health care costs. Employee Contributions: It was assumed that employees will contribute two thousand six hundred and eleven dollars ($2,611) per year for family medical coverage and eight hundred eighty four dollars ($884) for single medical coverage.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 35

Note 11. Indentures of Trust The Authority’s Revenue Bonds are subject to the provisions of the following Indentures of Trust: Revenue Refunding Bonds of 1998, dated July 1, 1998; the Revenue Refunding Bonds of 2008, dated July 25, 2008 and the Revenue Refunding Bonds of 2010 (Series A, B and C) and the 2010 Revenue Bonds (Series D), dated May 15, 2010 and July 15, 2010, respectively; and the 2013 Revenue Bonds, dated December 1, 2013, respectively (collectively the “Bond Resolution”). In addition, various Supplemental Indentures, issued in 2016, govern the replacement of Letter of Credit (LOC) backed variable rate debt, with LIBOR-indexed bank purchase loans. In addition, the Port District Project Bonds of 1999, dated December 1, 1999, and the 2012 Port District Project Refunding Bonds, dated December 1, 2012, are governed by separate, individual indentures. The Bond Resolution requires the maintenance of the following accounts:

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

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

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 36

Note 11. Indentures of Trust (Continued)

The Bond Resolution requires the maintenance of the following accounts (continued): General Fund: This unrestricted account was established in accordance with Section 6.09 of the Bond Resolution. All excess funds of the Authority are recorded in the General Account. If the Authority is not in default in the payment of bond principal or interest and all fund requirements are satisfied, the Authority may use the excess funds for any lawful purpose.

Note 12. Funded and Long-Term Debt At December 31, 2017, the Authority had $1,455,821 in Revenue, Revenue Refunding, and Port District Project and Project Refunding Bonds outstanding, consisting of bonds issued in 1999, 2008, 2010 (two issues), 2012 and 2013. The 1999 Port District Project Bonds were issued pursuant to an Indenture of Trust dated December 1, 1999. The 2008 Revenue Refunding Bonds were issued pursuant to the Indenture of Trust dated July 1, 1998, as supplemented by a Fourth Supplemental Indenture dated October 1, 2007 and a Fifth Supplemental Indenture dated July 15, 2008. The 2010 Revenue Refunding Bonds were issued pursuant to an Indenture of Trust as previously supplemented by five supplemental indentures thereto and as further supplemented by a Sixth Supplemental Indenture dated as of March 15, 2010. The 2010 Revenue Bonds were issued pursuant to Indenture of Trust, dated as of July 1, 1998, a Sixth Supplemental Indenture, dated as of March 15, 2010, and a Seventh Supplemental Indenture, dated as of July 1, 2010. The 2012 Port District Project Refunding Bonds were issued pursuant to an Indenture of Trust dated December 1, 2012. The 2013 Revenue Bonds were issued pursuant to an Indenture of Trust, a Ninth Supplemental Indenture, dated as of December 1, 2013. Supplemental Indentures Ten through Twelve govern the 2016 issuance of four (4) LIBOR-indexed bank purchase loans with Wells Fargo Bank, Bank of America and TD Bank, related to the 2008 and 2010 Revenue Refunding Bonds. 1999 Port District Project Bonds: On December 22, 1999, the Authority issued $272,095 to provide funds to finance (a) all or a portion of the cost of certain port improvement and economic development projects within the Port District, (b) a deposit of cash or a Reserve Fund Credit Facility to the credit of the Debt Service Reserve Fund established under the 1999 Port District Project Bond Indenture and (c) all or a portion of the costs and expenses of the Authority relating to the issuance and sale of the 1999 Port District Project Bonds (Series A and B). The 1999 Port District Project Bonds are general corporate obligations of the Authority. The 1999 Port District Project Bonds are not secured by a lien or charge on, or pledge of, any revenues or other assets of the Authority other than the monies, if any, on deposit from time to time in the Funds established under the 1999 Port District Project Bond Indenture. No tolls, rents, rates or other such charges are pledged for the benefit of the 1999 Port District Project Bonds. The 1999 Port District Project Bonds are equally and ratably secured by the funds on deposit in the Funds established under the 1999 Port District Project Bond Indenture, except for the Rebate Fund. The 1999 Port District Project Bonds are payable from such Funds and from other monies of the Authority legally available. The 1999 Port District Project Bonds are subject to optional redemption and mandatory sinking fund redemption prior to maturity as more fully described herein. The scheduled payment of principal and interest on the 1999 Port District Project Bonds when due are guaranteed under an insurance policy issued concurrently with the delivery of the 1999 Port District Project Bonds by Financial Security Assurance Inc. On December 20, 2012, all remaining 1999 Series B Port District Project Bonds were redeemed, prior to maturity, at a redemption price of 100%, using proceeds from the issuance of the 2012 Port District Project Refunding Bonds.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 37

Note 12. Funded and Long-Term Debt (Continued) 1999 Port District Project Bonds (Continued): The 1999 Port District Project Bonds (Series A) outstanding at December 31, 2017 are as follows:

Maturity Date Interest Principal Maturity Date Interest Principal

(January 1) Rate/Yield Amount (January 1) Rate/Yield Amount

Term Bonds 2018 7.63% $ 4,570 2020 7.63% 5,295 2019 7.63% 4,920 2021 7.63% 1,035

Total par value of 1999 Port District Project Bonds $ 15,820

Optional Redemption: The Series A Port District Project Bonds are redeemable by the Authority on any interest payment date in whole or in part, and if in part, in any order of maturity specified by the Authority and in any principal amount within a maturity as specified by the Authority. Any such redemption shall be made at a redemption price equal to accrued interest to the redemption date plus the greater of (i) the principal amount of the Series A Port District Project Bonds to be redeemed, and (ii) an amount equal to the discounted remaining fixed amount payments applicable to the Series A Port District Project Bonds to be redeemed. Allocation of the amounts of Series A Port District Project Bonds to be redeemed shall be proportionate nearly as reasonably possible having due regard for minimum authorized denominations of the 1999 Port District Project Bonds among the respective interest of the holders of the Series A Port District Project Bonds to be redeemed at the time of selection of such Series A Port District Project Bonds for redemption regard for minimum authorized denominations of the 1999 Port District Project Bonds among the respective interest of the holders of the Series A Port District Project Bonds to be redeemed at the time of selection of such Series A Port District Project Bonds for redemption. 2008 Revenue Refunding Bonds: On July 25, 2008, the Authority issued $358,175 in Revenue Refunding Bonds (the “2008 Revenue Refunding Bonds”). The 2008 Revenue Refunding Bonds were issued to provide funds, together with other funds available: (a) to finance the current refunding of $358,175 aggregate principal amount of the Authority’s Revenue Refunding Bonds, Series of 2007, consisting of all of the outstanding bonds of such series, and (b) to pay the costs of issuance of the 2008 Revenue Refunding Bonds. The 2008 Revenue Refunding Bonds were issued pursuant to the Compact, the New Jersey Act, the Pennsylvania Act (as such terms are defined herein) and an Indenture of Trust dated as of July 1, 1998 ("Original Indenture"), by and between the Authority and TD Bank, N.A., Cherry Hill, New Jersey, as successor to Commerce Bank, N.A. (the “Trustee”), as supplemented by a First Supplemental Indenture, dated as of July 1, 1998 ("First Supplemental Indenture"), a Second Supplemental Indenture, dated as of August 15, 1998 ("Second Supplemental Indenture"), a Third Supplemental Indenture, dated as of December 1, 1999 ("Third Supplemental Indenture"), a Fourth Supplemental Indenture, dated as of October 1, 2007 ("Fourth Supplemental Indenture"), a Fifth Supplemental Indenture, dated as of July 15, 2008 (“Fifth Supplemental Indenture”), a Sixth Supplemental Indenture, dated as of March 15, 2010 ("Sixth Supplemental Indenture"), a Seventh Supplemental Indenture, dated as of July 1, 2010 ("Seventh Supplemental Indenture"), an Eighth Supplemental Indenture, dated as of March 15, 2013 ("Eighth Supplemental Indenture"), a Ninth Supplemental Indenture, dated as of December 1, 2013 ("Ninth Supplemental Indenture"), a Tenth Supplemental Indenture, dated as of June 1, 2016 ("Tenth Supplemental Indenture"), an Eleventh Supplemental Indenture, dated as of July 1, 2016 ("Eleventh Supplemental Indenture"), and a Twelfth Supplemental Indenture, dated as of July 1, 2016 ("Twelfth Supplemental Indenture"; and together with the Original Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental Indenture, the Eighth Supplemental Indenture, the Ninth Supplemental Indenture, the Tenth Supplemental Indenture, and the Eleventh Supplemental Indenture, the “1998 Revenue Bond Indenture”).

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 38

Note 12. Funded and Long-Term Debt (Continued) 2008 Revenue Refunding Bonds (Continued): The 2008 Revenue Refunding Bonds, together with all other indebtedness outstanding under the 1998 Revenue Bond Indenture and any parity obligations hereafter issued under the 1998 Revenue Bond Indenture, are equally and ratably payable solely from and secured by a lien on and security interest in (i) the Net Revenues described herein, (ii) all moneys, instruments and securities at any time and held by the Authority or the Trustee in any Fund created or established under the 1998 Revenue Bond Indenture and (iii) the proceeds of all the foregoing, except for the moneys, instruments and securities held in the 1998 General Fund and the 1998 Rebate Fund. The 2008 Revenue Refunding Bonds are delineated into the following two (2) subseries including the 2008A-1 Revenue Refunding Bonds and the 2008B Revenue Refunding Bonds (hereinafter defined):

2008A-1 Revenue Refunding Bonds: The 2008A-1Revenue Refunding Bonds are outstanding as Variable Rate Bonds in an Index Rate Mode (as defined under the 1998 Revenue Bond Indenture). In particular, on July 15, 2016, the 2008A-1 Revenue Refunding Bonds were converted from a Weekly Mode (as defined in the 1998 Revenue Bond Indenture) to the LIBOR Index Rate Mode (as defined in the Twelfth Supplemental Indenture), Upon conversion, the 2008A-1 Revenue Refunding Bonds were subject to mandatory tender for purchase and were directly purchased by Bank of America, N.A. ("B of A") pursuant to and in accordance with a Continuing Covenant Agreement, dated as of July 1, 2016, between the Authority and B of A. On the date of conversion, the letter of credit previously providing credit enhancement and liquidity for the 2008A-1 Revenue Refunding Bonds was terminated. While in the LIBOR Index Rate Mode, the 2008A-1 Revenue Refunding Bonds bear interest at a LIBOR Index Rate (as defined in the Twelfth Supplemental Indenture) for which interest is reset on the first business day of each month. Such interest rate is calculated two (2) London Business Days preceding the first business day of each month as the then applicable LIBOR Index Rate (as defined in the Twelfth Supplemental Indenture). Pursuant to the Continuing Covenant Agreement with B of A and the Twelfth Supplemental Indenture, the 2008A-1 Revenue Refunding Bonds are subject to mandatory purchase by the Authority on July 15, 2020. If such 2008A-1 Revenue Refunding Bonds are not purchased by the Authority on such date, the 2008A-1 Revenue Refunding Bonds may, to the extent no event of default exists, remain held by B of A and subject to amortization payments from the Authority until the earlier of (i) three years from the mandatory purchase date, (ii) the date upon which such bonds are converted to an interest rate other than the Index rate, and (iii) the date on which such bonds are redeemed, repaid, prepaid or cancelled in accordance with the 1998 Revenue Bond Indenture. As of December 31, 2017, the 2008A-1 Revenue Refunding Bonds were outstanding in the amount of $109,905. Optional Redemption: While in the LIBOR Index Rate Mode, the 2008A-1 Revenue Refunding Bonds are subject to optional redemption by the Authority, in whole or in part, in Authorized Denominations ($100,000 and any integral multiple of $5,000 in excess thereof), on any Business Day, at a redemption equal to the, principal amount thereof, plus, accrued interest, if any, to the redemption date; provided, however, that certain fees are payable to B of A (i) upon any optional redemption prior to July 1, 2017 and (ii) if B of A incurs any loss, cost or expense as a result of such redemption.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 39

Note 12. Funded and Long-Term Debt (Continued) 2008 Revenue Refunding Bonds (Continued): 2008A-1 Revenue Refunding Bonds (Continued): Sinking Fund Redemption: The 2008A-1 Revenue Refunding Bonds are subject to mandatory redemption in part on January 1 of each year and in the respective principal amounts set forth below at one hundred percent (100%) of the principal amount of 2008A-1 Revenue Refunding Bonds to be redeemed, plus interest accrued to the Redemption Date, from funds which the Authority covenants to deposit in the 2008A-1 Bonds Sinking Fund Account created in the 1998 Debt Service Fund established pursuant to 1998 Revenue Bond Indenture, in amounts sufficient to redeem on January 1 of each year the principal amount of such 2008A-1 Revenue Refunding Bonds for each of the years set forth as follows:

Sinking Fund Installments Series A-1 January 1 January 1 2018 9,785 2022 12,100 2019 10,315 2023 12,755 2020 10,880 2024 13,455 2021 11,475 2025 14,185

2026 14,955

$ 109,905

2008B Revenue Refunding Bonds: The 2008B Revenue Refunding Bonds are outstanding as Variable Rate Bonds in Weekly Mode as defined under the 1998 Revenue Bond Indenture. The 2008B Revenue Refunding Bonds are in the form of variable rate demand bonds (“VRDOs”) subject to purchase on the demand of the holder at a price equal to principal plus accrued interest on seven days’ notice and delivery to the Authority’s tender agent, TD Bank, N.A. The tender agent shall provide a copy of said notice to the applicable remarketing agent, who is authorized to use its best efforts to sell the repurchased bonds at a price equal to 100 percent of the principal plus accrued interest to the purchase date. Under an irrevocable direct pay letters of credit (“DPLOC”) issued by TD Bank, N.A., the Trustee or the remarketing agent is entitled to draw an amount sufficient to pay the purchase price of the bonds delivered to it. In November, The Authority and TD Bank, N.A., executed documents extending the expiring TD Bank DPLOC for a five-year term, at extremely attractive LOC facility fee rates. The Authority expects to achieve savings approaching $1.0 million during this 5-year period. The DPLOC with TD Bank, N.A. supporting the 2008B Revenue Refunding Bonds has a stated expiration date of December 31, 2022. As of December 31, 2017, the 2008B Revenue Refunding Bonds were outstanding in the amount of $122,110. Optional Redemption: While in the Weekly Mode, the 2008B Revenue Refunding Bonds are subject to optional redemption by the Authority, in whole or in part, in Authorized Denominations on any Business Day, at redemption price equal to the principal amount thereof, plus accrued interest, if any, to the Redemption Date.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 40

Note 12. Funded and Long-Term Debt (Continued) 2008 Revenue Refunding Bonds (Continued):

2008B Revenue Refunding Bonds (Continued): Sinking Fund Redemption: The 2008B Revenue Refunding Bonds are subject to mandatory redemption in part on January 1 of each year and in the respective principal amounts set forth below at one hundred percent (100%) of the principal amount of 2008B Revenue Refunding Bonds to be redeemed, plus interest accrued to the Redemption Date, from funds which the Authority covenants to deposit in the 2008B Bonds Sinking Fund Account created in the 1998 Debt Service Fund established pursuant to 1998 Revenue Bond Indenture, in amounts sufficient to redeem on January 1 of each year the principal amount of such 2008B Revenue Refunding Bonds for each of the years set forth as follows:

Sinking Fund Installments Series B January 1 January 1 2018 10,870 2022 13,440 2019 11,465 2023 14,175 2020 12,090 2024 14,945 2021 12,745 2025 15,760

2026 16,620

$ 122,110

The 2008 Revenue Refunding Bonds outstanding at December 31, 2017 are as follows:

Series A-1 Series B Maturity

Date Interest Principal Maturity

Date Interest Principal (January

1) Rate/Yield Amount (January 1) Rate/Yield Amount

2026 Variable $ 109,905 2026 Variable $ 122,110 Total par value of 2008 Revenue Refunding Bonds $ 232,015 Interest Rate Mode: Weekly Rate Determination Date: Generally each Wednesday Interest Rate Payment Dates: First Business day of each month Rate in Effect at December 31, 2017: Series A-1 - 1.568%; Series B – 1.800%

2010 Revenue Refunding Bonds: On March 31, 2010, the Authority issued $350,000 in Revenue Refunding Bonds (the “2010 Revenue Refunding Bonds”). The 2010 Revenue Refunding Bonds were issued to provide funds, together with other available funds, to (i) currently refund $349,360 aggregate principal amount of the Authority’s outstanding Revenue Bonds, Series of 1999, (ii) fund any required deposit to the 1998 Debt Service Reserve Fund, and (iii) pay the costs of issuance of the 2010 Revenue Refunding Bonds. The 2010 Revenue Refunding Bonds were issued pursuant to the 1998 Revenue Bond Indenture.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 41

Note 12. Funded and Long-Term Debt (Continued) 2010 Revenue Refunding Bonds (Continued): The 2010 Revenue Refunding Bonds, together with all other indebtedness outstanding under the 1998 Revenue Bond Indenture and any parity obligations hereafter issued under the 1998 Revenue Bond Indenture, are equally and ratably payable solely from and secured by a lien on and security interest in (i) the Net Revenues described herein, (ii) all moneys, instruments and securities at any time and held by the Authority or the Trustee in any Fund created or established under the 1998 Revenue Bond Indenture and (iii) the proceeds of all the foregoing, except for the moneys, instruments and securities held in the 1998 General Fund and the 1998 Rebate Fund. The 2010 Revenue Refunding Bonds are delineated into the following four (4) subseries including the 2010A-1 Revenue Refunding Bonds, the 2010A-2 Revenue Refunding Bonds, the 2010B Revenue Refunding Bonds and the 2010C Revenue Refunding Bonds (hereinafter defined):

2010A-1 Revenue Refunding Bonds: The 2010A-1 Revenue Refunding Bonds are outstanding as Variable Rate Bonds in an Index Rate Mode (as defined under the 1998 Revenue Bond Indenture). In particular, on July 15, 2016, the 2010A-1 Revenue Refunding Bonds were converted from a Weekly Mode (as defined in the 1998 Revenue Bond Indenture) to the LIBOR Index Rate Mode (as defined in the Eleventh Supplemental Indenture). Upon conversion, the 2010A-1 Revenue Refunding Bonds were subject to mandatory tender for purchase and were directly purchased by B of A pursuant to and in accordance with a Continuing Covenant Agreement, dated as of July 1, 2016, between the Authority and B of A. On the date of conversion, the letter of credit previously providing credit enhancement and liquidity for the 2010A-1 Revenue Refunding Bonds was terminated. While in the LIBOR Index Rate Mode, the 2010A-1 Revenue Refunding Bonds bear interest at a LIBOR Index Rate (as defined in the Eleventh Supplemental Indenture) for which interest is reset on the first business day of each month. Such interest rate is calculated two (2) London Business Days preceding the first business day of each month as the then applicable LIBOR Index Rate (as defined in the Eleventh Supplemental Indenture). Pursuant to the Continuing Covenant Agreement with B of A and the Eleventh Supplemental Indenture, the 2010A-1 Revenue Refunding Bonds are subject to mandatory purchase by the Authority on July 15, 2020. If such 2010A-1 Revenue Refunding Bonds are not purchased by the Authority on such date, the 2010A-1 Revenue Refunding Bonds may, to the extent no event of default exists, remain held by B of A and subject to amortization payments from the Authority until the earlier of (i) three years from the mandatory purchase date, (ii) the date upon which such bonds are converted to an interest rate other than the Index rate, and (iii) the date on which such bonds are redeemed, repaid, prepaid or cancelled in accordance with the 1998 Revenue Bond Indenture. As of December 31, 2017, the 2010A-1 Revenue Refunding Bonds were outstanding in the amount of $56,195. Optional Redemption: While in the LIBOR Index Rate Mode, the 2010A-1 Revenue Refunding Bonds are subject to optional redemption by the Authority, in whole or in part, in Authorized Denominations ($100,000 and any integral multiple of $5,000 in excess thereof), on any Business Day, at a redemption equal to the, principal amount thereof, plus, accrued interest, if any, to the redemption date; provided, however, that certain fees are payable to B of A (i) upon any optional redemption prior to July 1, 2017 and (ii) if B of A incurs any loss, cost or expense as a result of such redemption.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 42

Note 12. Funded and Long-Term Debt (Continued) 2010 Revenue Refunding Bonds (Continued):

2010A-1 Revenue Refunding Bonds (Continued): Sinking Fund Redemption: The 2010A-1 Revenue Refunding Bonds are subject to mandatory redemption in part on January 1 of each year and in the respective principal amounts set forth below at one hundred percent (100%) of the principal amount of 2010A-1 Revenue Refunding Bonds to be redeemed, plus interest accrued to the Redemption Date, from funds which the Authority covenants to deposit in the 2010A-1 Bonds Sinking Fund Account created in the 1998 Debt Service Fund established pursuant to 1998 Revenue Bond Indenture, in amounts sufficient to redeem on January 1 of each year the principal amount of such 2010A-1 Revenue Refunding Bonds for each of the years set forth as follows:

Sinking Fund Installments Series A-1 January 1 January 1 2018 4,890 2022 6,175 2019 5,185 2023 6,545 2020 5,500 2024 6,935 2021 5,830 2025 7,350

2026 7,785

$ 56,195

2010A-2 Revenue Refunding Bonds: The 2010A-2 Revenue Refunding Bonds are outstanding as Variable Rate Bonds in an Index Rate Mode (as defined under the 1998 Revenue Bond Indenture). In particular, on July 15, 2016, the 2010A-2 Revenue Refunding Bonds were converted from a Weekly Mode (as defined in the 1998 Revenue Bond Indenture) to the LIBOR Index Rate Mode (as defined in the Eleventh Supplemental Indenture). Upon conversion, the 2010A-2 Revenue Refunding Bonds were subject to mandatory tender for purchase and were directly purchased by TD Bank, N.A. (“TD”) pursuant to and in accordance with a Continuing Covenant Agreement, dated as of July 1, 2016, between the Authority and TD. On the date of conversion, the letter of credit previously providing credit enhancement and liquidity for the 2010A-2 Revenue Refunding Bonds was terminated. While in the LIBOR Index Rate Mode, the 2010A-2 Revenue Refunding Bonds bear interest at a LIBOR Index Rate (as defined in the Eleventh Supplemental Indenture) for which interest is reset on the first business day of each month. Such interest rate is calculated two (2) London Business Days preceding the first business day of each month as the then applicable LIBOR Index Rate (as defined in the Eleventh Supplemental Indenture). Pursuant to the Continuing Covenant Agreement with TD and the Eleventh Supplemental Indenture, the 2010A-2 Revenue Refunding Bonds are subject to mandatory purchase by the Authority on July 15, 2021. If such 2010A-2 Revenue Refunding Bonds are not purchased by the Authority on such date, the 2010A-2 Revenue Refunding Bonds may, to the extent no event of default exists, remain held by TD and subject to amortization payments from the Authority until the earlier of (i) three years from the mandatory purchase date, (ii) the date upon which such bonds are converted to an interest rate other than the Index rate, and (iii) the date on which such bonds are redeemed, repaid, prepaid or cancelled in accordance with the 1998 Revenue Bond Indenture.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 43

Note 12. Funded and Long-Term Debt (Continued) 2010 Revenue Refunding Bonds (Continued):

2010A-2 Revenue Refunding Bonds (Continued) (Continued): As of December 31, 2017, the 2010A-2 Revenue Refunding Bonds were outstanding in the amount of $60,720. Optional Redemption: While in the LIBOR Index Rate Mode, the 2010A-2 Revenue Refunding Bonds are subject to optional redemption by the Authority, in whole or in part, in Authorized Denominations ($100,000 and any integral multiple of $5,000 in excess thereof), on any Business Day, at a redemption equal to the, principal amount thereof, plus, accrued interest, if any, to the redemption date; provided, however, that certain fees are payable to TD (i) upon any optional redemption prior to July 1, 2017 and (ii) if TD incurs any loss, cost or expense as a result of such redemption. Sinking Fund Redemption: The 2010A-2 Revenue Refunding Bonds are subject to mandatory redemption in part on January 1 of each year and in the respective principal amounts set forth below at one hundred percent (100%) of the principal amount of 2010A-2 Revenue Refunding Bonds to be redeemed, plus interest accrued to the Redemption Date, from funds which the Authority covenants to deposit in the 2010A-2 Bonds Sinking Fund Account created in the 1998 Debt Service Fund established pursuant to 1998 Revenue Bond Indenture, in amounts sufficient to redeem on January 1 of each year the principal amount of such 2010A-2 Revenue Refunding Bonds for each of the years set forth as follows:

Sinking Fund Installments Series A-2 January 1 January 1

2018 5,390 2022 6,680

2019 5,690 2023 7,050

2020 6,000 2024 7,440

2021 6,330 2025 7,850

2026 8,290

$ 60,720

2010B Revenue Refunding Bonds: The 2010B Revenue Refunding Bonds are outstanding as Variable Rate Bonds in Weekly Mode as defined under the 1998 Revenue Bond Indenture. The 2010B Revenue Refunding Bonds are in the form of VRDOs subject to purchase on the demand of the holder at a price equal to principal plus accrued interest on seven days’ notice and delivery to the Authority’s tender agent, TD Bank, N.A. The tender agent shall provide a copy of said notice to the applicable remarketing agent, who is authorized to use its best efforts to sell the repurchased bonds at a price equal to 100 percent of the principal plus accrued interest to the purchase date. Under an irrevocable direct pay letters of credit (“DPLOC”) issued by Barclays, the Trustee or the remarketing agent is entitled to draw an amount sufficient to pay the purchase price of the bonds delivered to it. The DPLOC with Barclays supporting the 2010B Revenue Refunding Bonds has a stated expiration date of March 20, 2018. (See Note 20 – Subsequent Events)

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 44

Note 12. Funded and Long-Term Debt (Continued) 2010 Revenue Refunding Bonds (Continued):

2010B Revenue Refunding Bonds (Continued): As of December 31, 2017, the 2010B Revenue Refunding Bonds were outstanding in the amount of $116,915. Optional Redemption: While in the Weekly Mode, the 2010B Revenue Refunding Bonds are subject to optional redemption by the Authority, in whole or in part, in Authorized Denominations on any Business Day, at redemption price equal to the principal amount thereof, plus accrued interest, if any, to the Redemption Date.

Sinking Fund Redemption: The 2010B Revenue Refunding Bonds are subject to mandatory redemption in part on January 1 of each year and in the respective principal amounts set forth below at one hundred percent (100%) of the principal amount of 2010B Revenue Refunding Bonds to be redeemed, plus interest accrued to the Redemption Date, from funds which the Authority covenants to deposit in the 2010B Bonds Sinking Fund Account created in the 1998 Debt Service Fund established pursuant to 1998 Revenue Bond Indenture, in amounts sufficient to redeem on January 1 of each year the principal amount of such 2010B Revenue Refunding Bonds for each of the years set forth as follows:

Sinking Fund Installments Series B January 1 January 1 2018 10,280 2022 12,860 2019 10,875 2023 13,595 2020 11,500 2024 14,375 2021 12,160 2025 15,200

2026 16,070

$ 116,915

2010C Revenue Refunding Bonds: The 2010C Revenue Refunding Bonds are outstanding as Variable Rate Bonds in an Index Rate Mode (as defined under the 1998 Revenue Bond Indenture). In particular, on June 9, 2016, the 2010C Revenue Refunding Bonds were converted from a Weekly Mode (as defined in the 1998 Revenue Bond Indenture) to the LIBOR Index Rate Mode (as defined in the Tenth Supplemental Indenture). Upon conversion, the 2010C Revenue Refunding Bonds were subject to mandatory tender for purchase and were directly purchased by Wells Fargo Bank, N.A. (“Wells”) pursuant to and in accordance with a Continuing Covenant Agreement, dated as of July 1, 2016, between the Authority and Wells. On the date of conversion, the letter of credit previously providing credit enhancement and liquidity for the 2010C Revenue Refunding Bonds was terminated. While in the LIBOR Index Rate Mode, the 2010C Revenue Refunding Bonds bear interest at a LIBOR Index Rate (as defined in the Tenth Supplemental Indenture) for which interest is reset on the first business day of each month. Such interest rate is calculated two (2) London Business Days preceding the first business day of each month as the then applicable LIBOR Index Rate (as defined in the Tenth Supplemental Indenture). Pursuant to the Continuing Covenant Agreement with Wells and the Tenth Supplemental Indenture, the 2010C Revenue Refunding Bonds are subject to mandatory purchase by the Authority on June 9, 2021.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 45

Note 12. Funded and Long-Term Debt (Continued) 2010 Revenue Refunding Bonds (Continued):

2010C Revenue Refunding Bonds (Continued): If such 2010C Revenue Refunding Bonds are not purchased by the Authority on such date, the 2010C Revenue Refunding Bonds may, to the extent no event of default exists, remain held by Wells and subject to amortization payments from the Authority until the earlier of (i) three years from the mandatory purchase date, (ii) the date upon which such bonds are converted to an interest rate other than the Index rate, and (iii) the date on which such bonds are redeemed, repaid, prepaid or cancelled in accordance with the 1998 Revenue Bond Indenture. As of December 31, 2017, the 2010C Revenue Refunding Bonds were outstanding in the amount of $38,965. Optional Redemption: While in the LIBOR Index Rate Mode, the 2010C Revenue Refunding Bonds are subject to optional redemption by the Authority, in whole or in part, in Authorized Denominations ($100,000 and any integral multiple of $5,000 in excess thereof), on any Business Day, at a redemption equal to the, principal amount thereof, plus, accrued interest, if any, to the redemption date; provided, however, that certain fees are payable to Wells (i) upon any optional redemption prior to July 1, 2017 and (ii) if Wells incurs any loss, cost or expense as a result of such redemption. Sinking Fund Redemption: The 2010C Revenue Refunding Bonds are subject to mandatory redemption in part on January 1 of each year and in the respective principal amounts set forth below at one hundred percent (100%) of the principal amount of 2010C Revenue Refunding Bonds to be redeemed, plus interest accrued to the Redemption Date, from funds which the Authority covenants to deposit in the 2010C Bonds Sinking Fund Account created in the 1998 Debt Service Fund established pursuant to 1998 Revenue Bond Indenture, in amounts sufficient to redeem on January 1 of each year the principal amount of such 2010C Revenue Refunding Bonds for each of the years set forth as follows:

Sinking Fund Installments Series C January 1 January 1 2018 3,430 2022 4,285 2019 3,625 2023 4,530 2020 3,830 2024 4,790 2021 4,055 2025 5,065

2026 5,355

$ 38,965

The 2010 Revenue Refunding Bonds outstanding at December 31, 2017 were as follows:

Interest Rate Mode: Weekly Rate Determination Date: Generally each Wednesday Rate in Effect at December 31, 2017 Series A1 - 1.568%; Series A2 - 1.652%; Series B – 1.740%; Series C - 1.602%

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

Series A 2026 Variable 116,915$ Series B 2026 Variable 116,915 Series C 2026 Variable 38,965

Total par value of 2010 Revenue Refunding Bonds 272,795$

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 46

Note 12. Funded and Long-Term Debt (Continued) 2010 Revenue Refunding Bonds (Continued): The 2010 Revenue Refunding Bonds sinking fund installments outstanding at December 31, 2017 are as follows:

Sinking Fund Installments January 1 Series A Series B Series C Total

2018 10,280 10,280 3,430 23,990 2019 10,875 10,875 3,625 25,375 2020 11,500 11,500 3,830 26,830 2021 12,160 12,160 4,055 28,375 2022 12,855 12,860 4,285 30,000 2023 13,595 13,595 4,530 31,720 2024 14,375 14,375 4,790 33,540 2025 15,200 15,200 5,065 35,465 2026 16,075 16,070 5,355 37,500

$ 116,915 $ 116,915 $ 38,965 $ 272,795 2010 Revenue Bonds: On July 15, 2010, the Authority issued $308,375 in Revenue Bonds, Series D of 2010 (the “2010 Revenue Bonds”). The 2010 Revenue Bonds were issued by means of a book-entry-only system evidencing ownership and transfer of 2010 Revenue Bonds on the records of The Depository Trust Company, New York, New York (“DTC”), and its participants. Interest on the 2010 Revenue Bonds will be payable semi-annually on January 1 and July 1 of each year commencing January 1, 2011 (each an “Interest Payment Date”). The 2010 Revenue Bonds were issued pursuant to the Compact, the New Jersey Act, the Pennsylvania Act (as such terms are defined herein) and an Indenture of Trust, dated as of July 1, 1998, by and between the Authority and TD Bank, N.A., Cherry Hill, New Jersey, as successor to Commerce Bank, N.A. (the “Trustee”), as supplemented by a First Supplemental Indenture, dated as of July 1, 1998, a Second Supplemental Indenture, dated as of August 15, 1998, a Third Supplemental Indenture, dated as of December 1, 1999, a Fourth Supplemental Indenture, dated as of October 1, 2007, a Fifth Supplemental Indenture, dated as of July 15, 2008, a Sixth Supplemental Indenture, dated as of March 15, 2010, and a Seventh Supplemental Indenture, dated as of July 1, 2010 (collectively, the “1998 Revenue Bond Indenture”). The 2010 Revenue Bonds were issued for the purpose of: (i) financing a portion of the costs of the Authority’s approved Capital Improvement Program; (ii) funding the Debt Service Reserve Requirement for the 2010 Revenue Bonds; and (iii) paying the costs of issuance of the 2010 Revenue Bonds (Series D). (Note: As per its 2008 Reimbursement Resolution, upon issuance of the 2010 Revenue Bonds, the Authority reimbursed its General Fund, for approximately $100 million, for prior capital expenditures made during the period October 2008 through July 2010).

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 47

Note 12. Funded and Long-Term Debt (Continued) 2010 Revenue Bonds (Continued): The 2010 Revenue Bonds are limited obligations of the Authority and are payable solely from the sources referred to in the 2010 Revenue Bonds and the 1998 Revenue Bond Indenture. Neither the credit nor the taxing power of the Commonwealth of Pennsylvania (the “Commonwealth”) or the State of New Jersey (the “State”) or of any county, city, borough, village, township or other municipality of the Commonwealth or the State is or shall be pledged for the payment of the principal, redemption premium, if any, or interest on the 2010 Revenue Bonds. The 2010 Revenue Bonds are not and shall not be deemed to be a debt or liability of the Commonwealth or the State or of any such county, city, borough, village, township or other municipality, and neither the Commonwealth nor the State nor any such county, city, borough, village, township or other municipality is or shall be liable for the payment of such principal or, redemption premium, or interest. The Authority has no taxing power. Mandatory Sinking Fund Redemption: The 2010 Revenue Bonds maturing January 1, 2035 and January 1, 2040 are subject to mandatory redemption prior to maturity by the Authority, in part, on January 1 of each year in the respective principal amounts set forth below at 100% of the principal amount thereof, plus accrued interest to the Redemption Date from sinking fund installments which are required to be paid in amounts sufficient to redeem on January 1 of each year the principal amount of such 2010 Revenue Bonds specified for each of the years set forth below. Payment of principal and interest on the 2010 Revenue Bonds (the “2010 Insured Bonds”), in the principal amount of $60,000 maturing January 1, 2040 is guaranteed under an insurance policy issued by Assured Guaranty Municipal Corp. (formerly known as Financial Security Assurance, Inc.). The 2010 Revenue Bonds outstanding at December 31, 2017 are as follows:

Maturity Date Interest Principal Maturity Date Interest Principal

(January 1) Rate/Yield Amount (January 1) Rate/Yield Amount Serial Bonds 2027 5.00% $ 3,465

2028 5.00% 17,210

2029 5.00% 18,070

2030 5.00% 18,975 57,720 Term Bonds 2031* 5.00% $ 16,245 2036* 5.00% 14,575 2031* 5.05% 3,675 2036* 5.00% 10,860 2032* 5.00% 17,055 2037* 5.00% 15,310 2032* 5.05% 3,865 2037* 5.00% 11,400 2033* 5.00% 17,905 2038* 5.00% 16,075 2033* 5.05% 4,060 2038* 5.00% 11,970 2034* 5.00% 18,810 2039* 5.00% 16,875 2034* 5.05% 4,260 2039* 5.00% 12,570 2035 5.00% 19,750 2040 5.00% 17,720 2035 5.05% 4,475 2040 5.00% 13,200 250,655 Total par value of 2010 Revenue Bonds 308,375 Less: unamortized bond discount (419) Total 2010 Revenue Bonds, net $ 307,956 * Mandatory sinking fund payments

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 48

Note 12. Funded and Long-Term Debt (Continued) 2010 Revenue Bonds (Continued): Optional Redemption: The 2010 Revenue Bonds are subject to redemption at the option of the Authority, prior to maturity, in whole or in part (and if in part, in such order of maturity or within a maturity as the Authority shall specify, or if the Authority shall fail to specify, by lot or by such other method as the Paying Agent determines to be fair and reasonable and in any principal amount in Authorized Denominations) at any time on or after January 1, 2020. Any such redemption shall be made at a redemption price equal to 100% of the principal amount of the 2010 Bonds to be redeemed, plus accrued interest to the Redemption Date. 2012 Port District Project Refunding Bonds: On December 20, 2012, the Authority issued $153,030 in Port District Project Refunding Bonds, Series 2012. The Port District Project Refunding Bonds, Series 2012 (the “2012 Bonds”) were issued pursuant to the Compact, the New Jersey Act, the Pennsylvania Act (as such terms are defined herein) and an Indenture of Trust (the "Indenture") dated as of December 1, 2012, between the Authority and TD Bank, N.A., Cherry Hill, New Jersey, as trustee (the "Trustee"). The 2012 Bonds were issued to (i) refund and redeem all of the outstanding principal balance of and interest accrued on the Authority's outstanding Port District Project Bonds, Series B of 1998, (the "1998 Refunded Bonds"), Port District Project Bonds, Series B of 1999 (the "1999 Refunded Bonds"), and Port District Project Bonds, Series A of 2001 (the "2001 Refunded Bonds"). The refunding resulted in a loss (difference between the reacquisition price and the net carrying amount of the old debt) of $7,000. This difference, reported in the accompanying combined financial statements as a deferred outflow of resources, is being charged to operations through the year 2025 using the effective interest method. The 2012 Bonds are general corporate obligations of the Authority. The 2012 Bonds are not secured by a lien or charge on, or pledge of, any revenues or other assets of the Authority other than the moneys, if any, on deposit from time to time in the Funds established under the Indenture, except for the Rebate Fund. No tolls, rents, rates or other charges are pledged for the benefit of the 2012 Bonds. The 2012 Bonds are equally and ratably secured by the monies, if any, on deposit in the Funds established under Indenture, except for the Rebate Fund. The 2012 Bonds are payable from such Funds and from other monies of the Authority legally available therefore. Redemption Provisions: Optional Redemption: The 2012 Bonds maturing on or after January 1, 2024 are subject to redemption prior to maturity at the option of the Authority on or after January 1, 2023, in whole at any time, or in part at any time and from time to time, in any order of maturity specified by the Authority and within a maturity as selected by the Trustee as provided in the Indenture and as summarized below under the subheading “Redemption Provisions - Selection of 2012 Bonds to be Redeemed.” Any such redemption shall be made at a redemption price equal to the principal amount of the Bonds to be redeemed, plus interest accrued to the date fixed for redemption. Payment of Redemption Price: Notice of redemption having been given in the manner provided in the Indenture, or written waivers of notice having been filed with the Trustee prior to the date set for redemption, the 2012 Bonds (or portions thereof) so called for redemption shall become due and payable on the redemption date so designated and interest on such 2012 Bonds (or portions thereof) shall cease to accrue from the redemption date whether or not such Bonds shall be presented for payment. The principal amount of all 2012 Bonds so called for redemption, together with the redemption premium, if any, payable with respect thereto and accrued and unpaid interest thereon to the date of redemption, shall be paid (upon presentation and surrender of such 2012 Bonds) by the Paying Agent out of the appropriate Fund or other funds deposited for the purpose.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 49

Note 12. Funded and Long-Term Debt (Continued) 2012 Port District Project Refunding Bonds (Continued): Redemption Provisions (Continued): Selection of 2012 Bonds to be Redeemed: If less than all of the 2012 Bonds are to be redeemed and paid prior to maturity, 2012 Bonds registered in the name of the Authority shall be redeemed before other 2012 Bonds are redeemed. Thereafter, the portion of 2012 Bonds to be redeemed shall be selected by the Authority, or if no such selection is made, by lot by the Trustee from among all outstanding 2012 Bonds eligible for redemption. In the case of a partial redemption of 2012 Bonds when 2012 Bonds of denominations greater than the minimum Authorized Denomination are outstanding, then for all purposes in connection with such redemption, each principal amount equal to the minimum authorized denomination shall be treated as though it were a separate 2012 Bond for purposes of selecting the 2012 Bonds to be redeemed, provided that no 2012 Bonds shall be redeemed in part if the principal amount to be outstanding following such partial redemption is not an authorized denomination. The 2012 Port District Project Refunding Bonds outstanding at December 31, 2017 are as follows:

Maturity Date Interest Principal Maturity Date Interest Principal

(January 1) Rate/Yield Amount (January 1) Rate/Yield Amount

2018 2.00% 225 2023 5.00% 240

2018 5.00% 6,425 2023 3.00% 14,545

2019 5.00% 6,975 2024 5.00% 15,520

2021 5.00% 7,320 2025 5.00% 16,300

2021 5.00% 12,350 2026 5.00% 17,115

2022 5.00% 14,085 2027 5.00% 17,975

Total par value of 2012 Port District Project Refunding Bonds 129,075

Add: unamortized bond premium 11,071

Total 2012 Port District Project Refunding Bonds, net $ 140,146

2013 Revenue Bonds: On December 18, 2013, the Delaware River Port Authority issued its Revenue Bonds, Series of 2013 in the aggregate principal amount of $476,585. The 2013 Revenue Bonds were issued by means of a book-entry-only system evidencing ownership and transfer of 2013 Revenue Bonds on the records of The Depository Trust Company, New York, New York (“DTC”), and its participants. Interest on the 2013 Revenue Bonds will be payable semi-annually on January 1 and July 1 of each year commencing July 1, 2014 (each an “Interest Payment Date”). The 2013 Revenue Bonds were issued pursuant to the Compact, the New Jersey Act, the Pennsylvania Act (as such terms are defined herein) and an Indenture of Trust, dated as of July 1, 1998, by and between the Authority and TD Bank, National Association (N.A.), Cherry Hill, New Jersey, as successor to Commerce Bank, National Association (N.A.), as trustee (the “Trustee”), as heretofore supplemented from time to time, including as supplemented by a Ninth Supplemental Indenture, dated as of December 1, 2013 (collectively, the “1998 Revenue Bond Indenture”). The 2013 Revenue Bonds are being issued for the purpose of: (i) financing a portion of the costs of the Authority’s approved capital improvement program; (ii) funding a deposit to the 1998 Debt Service Reserve Fund established under and as specifically defined in the 1998 Revenue Bond Indenture; and (iii) paying the costs of issuance of the 2013 Revenue Bonds.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 50

Note 12. Funded and Long-Term Debt (Continued) 2013 Revenue Bonds (Continued): The 2013 Revenue Bonds are limited obligations of the Authority and are payable solely from the sources referred to in the 2013 Revenue Bonds and the 1998 Revenue Bond Indenture. Neither the credit nor the taxing power of the Commonwealth of Pennsylvania (the “Commonwealth”) or the State of New Jersey (the “State”) or of any county, city, borough, village, township or other municipality of the Commonwealth or the State is or shall be pledged for the payment of the principal, redemption premium, if any, or interest on the 2013 Revenue Bonds. The 2013 Revenue Bonds are not and shall not be deemed to be a debt or liability of the Commonwealth or the State or of any such county, city, borough, village, township or other municipality, and neither the Commonwealth nor the State nor any such county, city, borough, village, township or other municipality is or shall be liable for the payment of such principal, redemption premium, or interest. The Authority has no taxing power. The 2013 Revenue Bonds outstanding at December 31, 2017 are as follows:

Maturity Date Interest Principal Maturity Date Interest Principal (January 1) Rate/Yield Amount (January 1) Rate/Yield Amount 2027 5.000% $ 23,560 2034 5.000% $ 33,355 2027 4.125% 845 2034 4.625% 810 2028 5.000% 25,615 2035 5.000% 35,870 2029 5.000% 26,895 2036 5.000% 37,660 2030 5.000% 28,070 2037 5.000% 36,540 2030 4.500% 170 2038 4.750% 3,000 2031 5.000% 29,650 2038 5.000% 41,515 2032 4.500% 31,135 2039 5.000% 43,590 2033 5.000% 32,535 2040 5.000% 45,770 Total par value of 2013 Revenue Bonds 476,585 Add: unamortized bond premium 9,504 Total 2013 Revenue Bonds, net $ 486,089

Optional Redemption: The 2013 Revenue Bonds are subject to redemption at the option of the Authority, prior to maturity, in whole or in part (and if in part, in such order of maturity or within a maturity as the Authority shall specify, or if the Authority shall fail to specify, by lot or by such other method as the Paying Agent determines to be fair and reasonable and in any principal amount in Authorized Denominations), at any time on or after January 1, 2024. Any such redemption shall be made at a redemption price equal to 100% of the principal amount of the 2013 Revenue Bonds to be redeemed, plus accrued interest to the Redemption Date.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 51

Note 12. Funded and Long-Term Debt (Continued) Maturities of Principal and Interest on Bonds: The following presents the principal and interest due on all bonds outstanding as of December 31, 2017 (assuming the letter of credit agreements and bank loan purchase agreements, with respect to the variable rate 2008 and 2010 Revenue Refunding Bonds are renewed over the term of the bonds and the bonds are remarketed):

Period Ending 12/31/17 Principal Interest * Total 2018 55,865 47,106 102,971 2019 59,050 46,444 105,494 2020 62,415 45,740 108,155 2021 65,980 44,988 110,968 2022-2026 388,420 213,927 602,347 2027-2031 230,420 182,441 412,861 2032-2036 286,980 122,397 409,377 2037-2040 285,535 45,273 330,808

1,434,665 $ 748,316 $ 2,182,981

Net unamortized bond discounts and premiums 20,156 $ 1,454,821

_____________________________________________________________________________________________________________________________________________________________________________________________________

* does not include the net swap payments on the Authority’s hedged variable rate bonds (Note 4) The interest on LOC-backed variable rate debt and the LIBOR-indexed direct bank purchase loans is computed using the interest rate effective at December 31, 2016. The interest rates on the Authority’s variable rate debt are set by the remarketing agent and are reset weekly. Interest rates on the direct bank purchase loan change monthly based on changes in LIBOR. Interest on all of the Authority’s fixed rate debt (revenue bonds and port district project bonds issued in 1999, 2010, 2012, and 2013) is payable semi-annually on January 1 and July 1 in each year. Interest on the 2008 and 2010 Revenue Refunding Bonds is payable monthly on the first business day of each month. The Authority is current on all of its monthly debt service payments on all obligations. Debt Authorized but not Issued At its August 2013 meeting, the Authority’s Board authorized the issuance, sale and delivery of up to $550,000 in taxable or tax-exempt fixed rate bonds, to fund the 5-year 2013 Capital Plan (DRPA-13-094). This resolution rescinded and repealed all prior resolutions (DRPA-09-064 and DRPA-13-030) and any prior inconsistent resolutions. In December 2013, the Authority issued $476,600 in fixed rate bonds (the 2013 Revenue Bonds) based on this resolution. Resolution 16-055, approved by the Board at its April 20, 2016 meeting, authorized the Authority to issue up to $400 million in “fixed or variable rate refunding bonds by direct placement or private purchase”, in order to purchase or refund, all or a portion of the existing variable rate bonds (2008 and 2010 revenue refunding bonds). At its September 21, 2016 meeting, the Authority’s Board authorized the Authority (via DRPA-16-098) to issue Revenue Refunding Bonds “in an aggregate principal amount not to exceed $960.0 million “to advance refund and redeem all or a portion of the outstanding” 2010 D and 2013 Revenue Bonds, “to effect interest cost savings for the Authority, and, to the extent deemed economically advantageous and fiscally prudent, amend, replace or terminate any or all of the Authority’s outstanding Interest Rate Swap Agreements.” Resolution DRPA-16-098 also authorizes, the Authority to refund outstanding Variable Rate Revenue Bonds associated with the Inter Rate Swap Agreements, if deemed advantageous and prudent based on market and other factors. (The “Swap Refunding Bonds, if issued shall be issued as fixed rate bonds in an aggregate principal amount”, not to exceed $600.0 million.)

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 52

Note 12. Funded and Long-Term Debt (Continued) Debt Authorized but Not Issued (Continued): As of December 31, 2017, approximately $2,033 billion remains as authorized, but not issued. These authorizations provide flexibility for the Authority to engage in the aforementioned transactions, under the right conditions, but these authorizations do not obligate the Authority to execute any of the aforementioned transactions. (See Note 20: “Subsequent Events”). Bond Ratings: Moody’s Investors Service Bond Ratings (Moody’s): Concurrent with the issuance of the $153,030 in Port District Project Refunding Bonds, on November 30, 2012, Moody’s affirmed the ratings on all Authority Revenue and Port District Project Bonds; however, the outlook improved from “negative” to “stable” on all bonds. (This represented the first change in Moody’s ratings since it had assigned a “negative” outlook on all the Authority’s bonds in March of 2010). Concurrent with the Authority’s issuance of the $476,600 in new revenue bonds, in its report dated November 22, 2013; Moody’s assigned a rating of “A3” to the 2013 Revenue Bonds, and affirmed its existing ratings on all Authority bonds (revenue bonds at “A3”, port district bonds at “Baa3”). The outlook remains at “stable” for all bonds. On December 11, 2015, Moody’s affirmed its ratings on all Authority bonds. In its report dated October 31, 2017, Moody’s Investor Service (Moody’s) upgraded its bond ratings on all Authority outstanding bonds. The revenue bonds were upgraded from ‘A3’ to ‘A2’ and the port district project bonds were upgraded from ‘Baa3’ to ‘Baa2,’ all bonds being assigned a “stable outlook.” This is the first Moody’s upgrade of the Authority’s bonds in over a decade.

In its report, Moody’s cited a number of core strengths of the Authority including: ”positive traffic momentum,” “a strong liquidity profile,” ”a manageable capital program and, “no-near term debt needs until 2021”, all key factors supporting the ratings increases. As of December 31, 2017, these ratings and outlook remain in place. Standard & Poor’s Ratings Services Bond Ratings (S&P): Concurrent with the issuance of $153,030 in Port District Project Refunding Bonds, on November 30, 2012, S&P affirmed the ratings on all Authority Revenue and Port District Project Bonds; however, the outlook improved from “stable” to “positive” on all bonds. (This represented the first change in S&P’s ratings outlook since it had assigned a “stable” outlook on all the Authority’s bonds since July 2009). Concurrent with the Authority’s issuance of $476,600 in new revenue bonds, in its report dated November 27, 2013, S&P assigned a rating of “A” on the new series, and upgraded the Authority’s ratings on both its revenue and refunding bonds (from “A-“ to “A”) and on its port district project bonds (from “BBB-“ to “BBB”). The outlook was “stable” for all Authority bonds. On December 23, 2014, S&P reaffirmed the Authority’s ratings for all of its Revenue/ Revenue Refunding and Port District Project bonds, at “A” and “BBB,” respectively, with a stable outlook. On April 21, 2016, S&P issued a bond ratings report on the Authority’s debt, using its new joint ratings criteria, wherein the Authority’s Port District Project (PDP) Bonds were upgraded from “BBB” to “A-“ (with stable outlook) and the Revenue Bonds were affirmed at “A”, with a stable outlook. S&P cited the Authority’s historical performance against budget, its strong financial stability and liquidity (including its capital “pay-go” fund), and its affordable 5-year capital plan of $728.2 million, as underlying strengths supporting its ratings actions. In its report dated August 1, 2017, S&P reaffirmed the Authority’s ratings on both its revenue and port district project bonds. The report cited “historically strong liquidity levels, ““DRPA’s long history of stable transaction and revenue growth,” “the maintenance of good debt service coverage, and “conservative” capital and operating budgets. As of December 31, 2017, the Authority’s ratings remain unchanged at “A” (Revenue Bonds) and “A-“(Port District Project Bonds), with a “stable outlook”.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 53

Note 12. Funded and Long-Term Debt (Continued) Ratings on Jointly Supported Transactions, 2008 Revenue Refunding Bonds: Moody’s Investors Service (“Moody’s”) and Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (“S&P”), initially assigned their municipal bond ratings to the 2008 Revenue Refunding Bonds based upon the understanding that upon delivery of the 2008A-1 Revenue Refunding Bonds or 2008B Revenue Refunding Bonds, the respective Letter of Credit securing the payment when due of the principal of, or purchase price of 2008A-1 Revenue Refunding Bonds or 2008B Revenue Refunding Bonds tendered for purchase and not otherwise remarketed and interest on the 2008A-1 Revenue Refunding Bonds or 2008B Revenue Refunding Bonds will be delivered by Bank of America, N.A. and TD Bank, N.A., respectively. The long-term ratings assigned by Moody’s and S&P reflect each organization’s approach to rating jointly supported transactions and are based upon the Direct Pay Letters of Credit provided by Bank of America, N.A. for the 2008A-1 Revenue Refunding Bonds and TD Bank, N.A. for the 2008B Revenue Refunding Bonds. Since a loss to a bondholder of a 2008A-1 Revenue Refunding Bond or a 2008B Revenue Refunding Bond would occur only if both the bank providing the applicable Letter of Credit and the Authority default in payment, Moody’s and S&P have assigned a long-term rating to the 2008 Revenue Refunding Bonds based upon the joint probability of default by both applicable parties. Set forth in the following chart are the jointly supported long-term and short-term ratings on the 2008 Revenue Refunding Bonds as of December 31, 2017.

Long-term Short-term

2008 A Revenue Refunding Bonds Moody's Not Rated Not RatedS&P Not Rated Not Rated

2008 B Revenue Refunding Bonds Moody's Aa2 VMIG 1S&P AA+ A-1+

No provider of a Letter of Credit is obligated to maintain its present or any other credit rating and shall have no liability if any such credit rating is lowered, withdrawn, or suspended Ratings on Jointly Supported Transactions, 2010 Revenue Refunding Bonds: Moody’s and S&P, initially assigned their municipal bond ratings to the 2010 Revenue Refunding Bonds based upon the understanding that upon delivery of the 2010A Revenue Refunding Bonds, the 2010B Revenue Refunding Bonds or the 2010C Revenue Refunding Bonds, the respective Letter of Credit securing the payment when due of the principal of, or purchase price of the 2010A Revenue Refunding Bonds, the 2010B Revenue Refunding Bonds or the 2010C Revenue Refunding Bonds tendered for purchase and not otherwise remarketed and interest on the 2010A Revenue Refunding Bonds, the 2010B Revenue Refunding Bonds or the 2010C Revenue Refunding Bonds would be delivered by JPMorgan Chase Bank, N.A., Bank of America, N.A. and PNC Bank, N.A. respectively. In 2013, the existing Direct Pay Letters of Credit provided by JPMorgan Chase Bank, N.A., Bank of America, N.A. and PNC Bank, N.A. were replaced with Direct Pay Letters of Credit provided by Royal Bank of Canada, Barclays Bank PLC and The Bank of New York Mellon, respectively. The long-term ratings assigned by Moody’s and S&P reflect each organization’s approach to rating jointly supported transactions and are based upon the Direct Pay Letters of Credit provided by Royal Bank of Canada for the 2010A Revenue Refunding Bonds, Barclays Bank PLC for the 2010B Revenue Refunding Bonds and The Bank of New York Mellon for the 2010C Revenue Refunding Bonds. Since a loss to a bondholder of a 2010A Revenue Refunding Bond, a 2010B Revenue Refunding Bond or a 2010C Revenue Refunding Bond would occur only if both the bank providing the applicable Letter of Credit and the Authority default in payment, Moody’s and S&P have assigned a long-term rating to the 2010 Revenue Refunding Bonds based upon the joint probability of default by both applicable parties.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 54

Note 12. Funded and Long-Term Debt (Continued) Set forth in the following chart are the jointly supported long term and short-term ratings on the 2010 Revenue Refunding Bonds as of December 31, 2017:

Long-term Short-term

2010A-1 Revenue Refunding Bonds Moody's Not Rated Not RatedS&P Not Rated Not Rated

2010A-2 Revenue Refunding Bonds Moody's Not Rated Not RatedS&P Not Rated Not Rated

2010B Revenue Refunding Bonds Moody's Aa3 VMIG 1S&P AA A-1

2010C Revenue Refunding Bonds Moody's Not Rated Not RatedS&P Not Rated Not Rated

No provider of a Letter of Credit is obligated to maintain its present or any other credit rating and shall have no liability if any such credit rating is lowered, withdrawn, or suspended. Note 13. Conduit Debt Obligations The Authority is authorized to plan, finance, develop, acquire, construct, purchase, lease, maintain, market, improve and operate any project within the Port District including, but not limited to, any terminal, terminal facility, transportation facility, or any other facility of commerce or economic development activity, from funds available after appropriate allocation for maintenance of bridge and other capital facilities. Utilizing this authorization, the Authority has issued certain debt bearing its name to lower the cost of borrowing for specific governmental entities. This debt is commonly referred to as conduit (or non-commitment) debt. Typically, the debt proceeds are used to finance facilities within the Authority's jurisdiction that are transferred to the third party either by lease or by sale. The underlying lease or mortgage loan agreement, which serves as collateral for the promise of payments by the third party, calls for payments that are essentially the same as collateral for the promise of payments by the third party, calls for payments that are essentially the same as those required by the debt. The third party makes these payments directly to an independent trustee, who is appointed to service and administer the arrangement. The Authority assumes no responsibility for repayment of this debt beyond the resources provided by the underlying leases or mortgage loans. The Authority has had no conduit debt obligations since December 31, 2015. Note 14. Government Contributions for Capital Improvements, Additions and Other Projects The Authority receives contributions in aid for financing capital improvements to the rapid transit system from the Federal Transit Administration and other government agencies. Capital improvement and other project grant funds of $8,978 and $2,237 were received as of December 31, 2017 and for the year ended December 31, 2016, respectively. The Authority receives federal and state grants for specific construction purposes that are subject to review and audit by the grantor agencies. Although such audits could result in disallowances under terms of the grants, it is the opinion of management that any required reimbursements will not be material to the Authority’s net position.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 55

Note 15. Contingencies Public Liability claim exposures are self-insured by the Authority within its self-insured retention limit of $5 million for each occurrence, after which, exists a claims-made excess liability policy with a limit of $25 million per occurrence, and in the aggregate, to respond to any large losses exceeding the self-retention. The Authority, including PATCO, self-insures the initial $1 million self-insured retention, per accident, for workers’ compensation claims, after which a $25 million limit of excess workers’ compensation insurance is provided by the policy to respond to significant worker compensation injuries. PATCO self-insures the initial $1 million limit, per accident, for workers’ compensation claims, after which a $5 million limit of excess workers’ compensation insurance is retained to respond to significant claims.

Self-Insurance 12/31/2017 12/31/2016

Beginning balance $ 4,153 $ 4,626

Incurred claims 3,919 3,673

Payment of claims (3,606) (4,146)

Other - administrative fees, recoveries - -

Ending balance $ 4,466 $ 4,153

The Authority is involved in various actions arising in the ordinary course of business and from workers’ compensation claims. In the opinion of management, the ultimate outcome of these actions will not have a material adverse effect on the Authority’s combined net position and combined results of operations. The Authority purchases commercial insurance for all other risks of loss, e.g. bridge and non-bridge property damage, crime, terrorism, etc. The Authority annually reviews, and where appropriate, adjusts policy loss limits and deductibles as recommended by its insurance consultants in response to prevailing market conditions, loss experience, and revenues. Policy loss limits are established with the professional assistance of independent insurance broker consultants to ensure that sufficient coverage exists to accommodate the maximum probable loss that may result in the ordinary course of business. In addition, the amounts of settlements for the last three years have not exceeded the insurance coverage provided in those years. Per Article 5.11 of the 1998 Bond Indenture, “...the Authority must maintain with responsible insurers all insurance required….to provide against loss of or damage to the Facilities and loss of Revenues...to protect the interests of the Authority and the Bondholders.” The Authority must submit in writing certifications, by “the Insurance Consultant” to the bond trustee, by April 30 of each year, stating that it has sufficient coverage with regards to “multi-risk insurance” (on DRPA and PATCO facilities), “use and occupancy insurance” (i.e., business interruption), etc., in compliance with the Indenture of Trust. The certifications must provide “in reasonable detail the insurance then in effect pursuant to” Section 5.11 and also must state whether, during the calendar year, . any facility has been “materially damages or destroyed, and if so, the amount of insurance proceeds covering such loss or damage…” As advised in the certification, during 2016, the Authority did not experience any material damages related to its facilities. The Authority submitted its annual certification to the bond trustee, for the year ending December 31, 2016, prior to the deadline, in April 2017. (See Note 20, “Subsequent Events”)

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 56

Note 16. Commitments Development Projects: In support of previously authorized economic development projects, the DRPA’s Board of Commissioners authorized loan guarantees to various banks to complete the financing aspects of a particular project. The Authority’s Board authorized loan guarantees in an amount not to exceed $27,000, prior to 2011 when the Board stopped funding new economic development projects. Home Port Alliance Loan Guarantee: On June 6, 2012, the Authority negotiated a three-year extension of the existing $900 loan guarantee that supports a loan from TD Bank, N.A. to the Home Port Alliance for the Battleship New Jersey. The loan guarantee expired on June 6, 2015. In April 2015, the Authority’s Board authorized the Authority to extend the loan guaranty for a ten-year period (DRPA-15-048) in the amount of $800. As of December 31, 2017, this is the only outstanding loan guarantee. The Authority has made no cash outlays related to this guarantee. Community Impact: The Authority has an agreement with the City of Philadelphia (City) for Community Impact regarding the PATCO high-speed transit system (“Locust Street Subway Lease”). The agreement expires on December 31, 2050. In 2017, the base amount payable to the City totaled $3,291 as adjusted for cumulative increases in the Consumer Price Index (CPI) between 1999 and 2016. Base payments remaining in 2017 shall equal the previous year’s base payment adjusted by any increase in the CPI for that year. For the years 2018 through 2050, the annual base payment shall equal one dollar. In addition, for the duration of the lease, the Authority is required to annually create a PATCO Community Impact Fund in the amount of $500, with payment of such fund to be divided annually between communities within the Commonwealth and the State, based on PATCO track miles in the respective states. The estimated minimum commitment, adjusted for any effect of the increase in the CPI is as follows:

Year Amount 2018 500 2019 500 Thereafter 15,500

$ 16,500 Redevelopment Fee: The Authority, pursuant to a January 2016 amendment to an original agreement dated December 31, 1991, is obligated to pay a net redevelopment fee to the City of Camden Redevelopment Agency in the amount of $363 annually, as an “ongoing yearly obligation”. This fee is paid annually on or about July 1. The Authority made its annual payment for this obligation in 2017. OCIP Letters of Credit: In May 2008, the Authority entered into two new separate irrevocable (evergreen) standby Letters of Credit (LOC) with TD Bank, N.A. (formerly Commerce Bank) and Wachovia Bank in support of the Authority’s “Owner Controlled Insurance Program (OCIP).” Under this insurance program, the Authority purchased various insurance policies and eligible contractors working on major capital construction projects enrolled into the OCIP. The original Letter of Credit with Wells Fargo Bank (formerly Wachovia Bank) was for a four-year term in the amount of $5,000 with an expiration date of May 7, 2012. The Letter of Credit with TD Bank, N.A. (formerly Commerce Bank) was in an initial amount of $3,015 and automatically increased annually each May, in the amount of $816, until it expired on May 7, 2012. The OCIP program was subsequently renewed in 2010, 2013 and 2014, and finally expired on December 31, 2014. During this time period, the LOCs were reduced after consultation and approval by the insurance carrier.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 57

Note 16. Commitments (Continued) OCIP Letters of Credit (Continued): Although the OCIP program ended in 2015 (the Railroad Protective Liability policy was extended to March of 2015 to meet the completion date of the project), the insurance carrier, AIG required the Authority to maintain the required LOC coverage to cover anticipated Workers’ Compensation and General Liability claims. Statutes of limitations for filing Workers’ Compensation claims, whether based on an occupational disability or a physical injury, vary from state-to-state. In New Jersey, there is a two-year Statute of limitations (SOL). Pennsylvania has a three-year SOL. The administration responsibilities for the closeout of the OCIP (September 7, 2008 to March 31, 2015) will remain open until: • Either the expiration of the Statue of Limitations (2 years in NJ and 3 years in PA); • The date all claims are closed (but, no later than 3 years from the expiration date of 12/31/2014)

or; • The purchase of a “buy-out” (a stipulated sum in which AIG assumes all further financial

responsibilities for claims or other obligations under the OCIP to allow DRPA to close its books financially (our letter of credit valued at $5.5 million makes this option possible) with respect to the OCIP.

Pursuant to DRPA-15-064, the board approved the renewal of the LOC in 2015, with TD Bank with an expiration date of December 31, 2016 in the amount of $5,462. AIG agreed to lower the LOC from $5,462 to $793 and the LOC was subsequently renewed at a lower principal amount in December 2016, to expire on December 31, 2017. If AIG requires the Authority to extend the LOC beyond December 31, 2017 due to any open claims, the term of the LOC will be on a to-be-determined basis. AIG reviewed the LOC requirement for the OCIP program, and as of December 31, 2017, the LOC requirement amount will decrease from $793 to $373. In keeping with AIG’s review, he Authority extended its LOC with TD Bank to cover potential OCIP liability claims for one year to mature December 31, 2018. The extension was at a reduced principal amount of $373K. As of December 31, 2017, the unused amount of the Letter of Credit totaled $373K. No drawdowns have been made against any Letter of Credit. Direct Pay Letters of Credit (2008 Revenue Refunding Bonds): The Authority currently has one remaining LOC associated with the 2008 Revenue Refunding Bonds. The Authority’s 2008 Revenue Refunding Bonds (Series B) are secured by an irrevocable transferable Direct Pay Letter of Credit (DPLOC) issued by TD Bank, N.A., in the initial amount of $191,800, respectively. The Authority entered into separate Reimbursement Agreements with each credit provider to facilitate the issuance of said DPLOC. Each Letter of Credit is in an original stated amount which is sufficient to pay the unpaid principal amount of and up to fifty-three (53) days of accrued interest (at a maximum interest rate of 12%) on the related 2008B Revenue Refunding Bonds, when due, and the Purchase Price of the 2008B Revenue Refunding Bonds tendered or deemed tendered for purchase and not remarketed. The Credit Provider for the 2008B Revenue Refunding Bonds is only responsible for payments with respect to the 2008B Revenue Refunding Bonds for which the 2008B Letter of Credit was issued. The 2008B Letter of Credit was renewed in July of 2010 and which expired in July of 2013. As described in the Official Statement for the 2008 Revenue Refunding Bonds, “any draw under Letter of Credit for principal, interest, or Purchase Price creates a reimbursement obligation on the part of the Authority that is secured by the 1998 Revenue Bond Indenture on a parity basis with the 2008 Revenue Refunding Bonds.” (Additional information related to this transaction and the accompanying Letters of Credit can be found under Note 12). The letter of credit for TD Bank, N.A. was to expire on December 31, 2017, but it has been extended for a five (5) year term to expire 12/31/2020.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 58

Note 16. Commitments (Continued) Letter of Credit Provider Ratings: Ratings for TD Bank as of December 31, 2017 are as follows:

Long-Term Short-Term

Moody's S&P Fitch * Moody's S&P Fitch *

TD Bank, N.A. (Series B) A2 AA- AA- P-1 A-1+ F1+

Stable Stable Stable Direct Pay Letters of Credit (2010 Revenue Refunding Bonds): When originally issued, the Authority’s 2010 Revenue Refunding Bonds (Series A, B and C), were secured by irrevocable transferable Direct Pay Letters of Credit (DPLOC) issued by three credit providers, the Bank of America, N.A., JP Morgan Chase Bank, N.A. and PNC Bank, N.A. in the initial amounts of $152.6 million, $152.6 million and $50.9 million, respectively. The Authority entered into separate Reimbursement Agreements with each credit provider to facilitate the issuance of said DPLOCs. These DPLOC’s were terminated in March 2013, and replaced with new letters of credit from Royal Bank of Canada (Series A), Barclay’s Bank PLC (Series B), and Bank of New York Mellon (Series C). The letter of credit with Barclays was to expire on March 20, 2015. However on February 18, 2015, Barclays Bank PLC (Series B) delivered a “Notice of Extension” to TD Bank (Trustee for bonds), to extend the “stated Expiration Date” for the LOC to March 20, 2018. ( See Note 20,” Subsequent Events”) The letters of credit with Royal Bank and BNY Mellon were both to expire on March 18, 2016. As mentioned earlier, these two letters of credit were extended until August 1, 2016 and June 16, 2016, respectively. (Note: The LOC with BNY Mellon expired on June 16 and was replaced with a LIBOR-Indexed direct purchase loan with Wells Fargo Bank. Similarly, the LOC with Royal Bank was terminated and replaced by two LIBOR-Indexed direct purchase loans with the B of A and TD Bank, N.A.). Each Letter of Credit is an irrevocable transferable direct-pay obligation of the respective issuing Credit Provider to pay to the Trustee, upon request and in accordance with the terms thereof, amounts sufficient to pay the unpaid principal amount and up to fifty-three (53) days (or such greater number of days as required by the rating agencies) days’ accrued interest (at the maximum interest rate of 12%) on the related 2010 A Revenue Refunding Bonds or 2010 B Revenue Refunding Bonds when due, whether at the stated maturity thereof or upon acceleration or call for redemption, and amounts sufficient to pay the Purchase Price of the 2010 A Revenue Refunding Bonds or the 2010 B Revenue Refunding Bonds, as applicable, tendered for purchase and not remarketed. A draw under a Letter of Credit for principal and interest or Purchase Price creates a Reimbursement Obligation (as defined in the 1998 Revenue Bond Indenture) on the part of the Authority. Letter of Credit Provider Ratings: Ratings for Barclay’s Bank LLC as of December 31, 2017 are as follows:

Long-Term Short-Term

Moody's S&P Fitch Moody's S&P Fitch * Barclay's Bank PLC A1 A A P-1 A-1 F1+

Negative Stable Positive Negative Negative Negative

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 59

Note 16. Commitments (Continued) Contractual Commitments: As of December 31, 2017 the Authority had board-approved contracts with remaining balances as follows:

Total

Benjamin Franklin Bridge: Bridge, Building and Pavement Repairs and Inspection $ 6,970

Temporary Toll, Clerical, Administration and Custodial Workers 1,000 Toll, Revenue, Transportation, Processing and Systems Upgrade 730

ERP Consulting Services 708

Engineering Services - Program Management and Task Orders 4,483

Pedestrian Bike Ramp 9,041

Other 1,689 Walt Whitman Bridge: Design Services for NJ Approach 521

Emergency Generator Replacement 1,041 Commodore Barry Bridge: Deleading and Repainting 847

Structural repairs & Other 551 Betsy Ross Bridge: Bridge Resurfacing and Other 24,507 PATCO System: Car Overhaul Program 53,658

Elevators Installation 35,888

Station Enhancements 5,031

Westmont & Lindenwold Viaduct and Track Rehabilitation 41,605

Subway Structure, Center Tower & Other Rehabilitation 931 Other:

Other Equipment and System Upgrades. Professional Services and Maintenance 1,646

$ 190,847 NJ Customer Service Center Contract: In 2015, the Authority signed a contract to participate in the NJ Customer Service Center Contract, related to the implementation of new software system for the NJ E-ZPass group, of which the Authority is a member. In 2016, the Authority signed a memorandum of Agreement (MOA) related to this implementation, which also sets forth how “certain non-toll revenues and expenses of the NJ E-ZPass Group” incurred will be shared among the Agencies….”(DRPA-16-125), including the resolution of prior “negative customer balances”, which have accumulated under the old contract. Under this MOA, the DRPA was assigned a “Revenue Allocation share” which resulted in an initial one-time cash payment of approximately $2.4 million in 2017, representing the Authority’s pro-rata share of the past negative balances. (It is anticipated that each year, each Agency will be required to pay its pro-rata of future negative cash balances, however, the anticipated annual “contribution” is expected to be significantly less given the initial large outlay of funds by each agency in 2017). The Authority had recognized this commitment on its books and had reduced 2016 toll revenues by the estimated $2.6 million to reflect this reduction in toll revenues. In May 2017, the actual invoice payment for this commitment came in at $2.351 million. Current year revenue/s for 2017 were adjusted upward by $249 thousand to reflect this reduction in the amount due.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 60

Note 17. Bridge and PATCO Fare Schedules Bridge Fares: On July 1, 2011, the approved new bridge toll schedule was implemented as follows:

Class 1 - Motorcycle 5.00$ Class 2 - Automobile 5.00 Class 3 - Two Axle Trucks 15.00 Class 4 - Three Axle Trucks 22.50 Class 5 - Four Axle Trucks 30.00 Class 6 - Five Axle Trucks 37.50 Class 7 - Six Axle Trucks 45.00 Class 8 - Bus 7.50 Class 9 - Bus 11.25 Class 10 - Senior Citizen (with 2 tickets only) 2.50 Class 13 - Auto with Trailer (1 axle) 8.75

PATCO Passenger Fares: On July 1, 2011, a new fare schedule was implemented as follows:

Lindenwold/Ashland Woodcrest 3.00$ Haddonfield/Westmont/Collingswood 2.60 Ferry Avenue 2.25 New Jersey 1.60 City Hall/Broadway/Philadelphia 1.40 Off-Peak Reduced Fare Program 0.70

As noted above, PATCO has a federally mandated reduced off-peak fare program for “elderly persons and persons with disabilities.” These off-peak rates increased from $0.62/trip to $0.70/trip. At its July 2015 meeting, the Authority’s Board approved a resolution, DRPA-15-090, to re-implement an $18 credit/18 trips per month for commuter passenger vehicles in the NJ E-ZPass system (the Authority is a member of this consortium). Programming to implement this initiative was finalized and the new frequent bridge traveler credit program became effective on December 1, 2015. In January 2016, frequent users received their first credit since reintroduction of the program. (Approximately, $1.7 million was credited to customer accounts based on activity thru December 2016). In January 2017, the Authority approved resolution DRPA-17-002, which authorized the deferral of the CPI index based biennial toll increase. The toll increase was deferred from January 1, 2017 to January 1, 2019. Note 18. New Governmental Accounting Pronouncements The Governmental Accounting Standards Board (GASB) has issued several statements that have effective dates that may affect future financial presentations. Management has determined that GASB Statement No. 74, summarized below, will not have a material impact on financial statement presentation, but will be material to the existing note disclosures. Statement No. 74, Financial Reporting for Postemployment Benefit Plans Other Than Pension Plans. The primary objective of this Statement is to improve the usefulness of information about postemployment benefits other than pensions (other postemployment benefits or OPEB) included in the general purpose external financial reports of state and local governmental OPEB plans for making decisions and assessing accountability. This Statement results from a comprehensive review of the effectiveness of existing standards of accounting and financial reporting for all postemployment benefits (pensions and OPEB) with regard to providing decision-useful information, supporting assessments of accountability and intra-period equity, and creating additional transparency. The Statement will become effective for the Authority for the year ending December 31, 2017.

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 61

Note 19. Blended Component Unit Port Authority Transit Corporation (PATCO) is a wholly-owned subsidiary of the DRPA, established to operate and maintain the rapid transit system owned and constructed by DRPA. PATCO and DRPA share the same Board of Commissioners. A financial benefit or burden relationship exists between DRPA and PATCO as DRPA subsidizes the losses of PATCO and intends to continue to do so. The financial results of PATCO have been blended with those of DRPA in the financial statements. Rent of Transit System Facilities: All rapid transit system facilities used by PATCO are leased from the Authority, under terms of an agreement dated April 18, 1969 and amended June 3, 1974. The lease requires PATCO to operate and maintain the Locust-Lindenwold line. The terms of the amended agreement, which was made retroactive to January 1, 1974, and which is to continue from year to year, provide that PATCO pay a minimum annual rental of $6,122, which approximates the sum of the annual interest expense to the Authority for that portion of its indebtedness attributable to the construction and equipping of the leased facilities plus the provision for depreciation of the rapid transit facilities as recorded by the Authority. In addition, the lease requires PATCO to pay to the Authority any net earnings from operations for the Locust-Lindenwold line less a reasonable amount to be retained for working capital and operating reserves. PATCO’s outstanding liability to the DRPA for period January 1, 1974 to December 31, 2017 related to this agreement totals $269,218. Net Position: The net position totaling ($736,420) as of December 31, 2017, represents the total losses for PATCO since inception. Condensed combining financial information applicable to DRPA and PATCO as of and for the period ended December 31, 2017 is as follows: December 31, 2017 DRPA PATCO Total Current assets $ 849,954 $ 12,167 $ 862,121 Receivable from primary government (6,122) 6,122 Noncurrent assets 2,928 2,928 Capital assets 1,561,329 1,561,329 Other assets 12,738 12,738 Total assets 2,420,828 18,289 2,439,117 Deferred outflows of resources 119,994 6,156 126,150 Total assets and deferred outflows of resources 2,540,822 24,445 2,565,267 Current liabilities 136,746 4,843 141,589 Payables to primary government: Lease agreement (269,218) 269,218 Advances from DRPA (457,728) 458,728 Noncurrent liabilities 1,644,597 28,480 1,673,078 Total liabilities 1,054,398 760,269 1,814,667 Deferred inflows of resources 2,358 597 2,955 Total net position $ 1,484,066 $ (736,420) $ 747,646

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 62

Note 19. Blended Component Unit (Continued) Condensed combining financial information applicable to DRPA and PATCO as of and for the period ended December 31, 2017 is as follows:

December 31, 2017

DRPA PATCO Total Operating revenues Bridge revenues $ 337,391 $ 337,391

Transit systems 28,362 28,362

Other 227 227

Total operating revenues 337,618 28,362 365,980 Operating expenses Operations 112,257 42,557 154,814

Depreciation 60,895 60,895 Total operating expenses 173,152 42,557 215,709 Operating income 164,467 (14,195) 150,271 Nonoperating revenues (expenses) Interest expense/income (63,651) (63,651)

Lease rental 6,122 (6,122) Other (1,243) (1,951) (3,194) Total nonoperating revenues (expenses) (58,772) (8,073) (66,844) Capital contributions 8,978 8,978 Change in net position 114,673 (22,268) 92,405 Net position, January 1 1,369,393 (714,152) 655,241 Net position, December 31 $ 1,484,066 $ (736,420) $ 747,646

Condensed combining financial information applicable to DRPA and PATCO as of and for the period ended December 31, 2017 is as follows (continued):

December 31, 2017

DRPA PATCO Total Net cash provided by (used in) operating activities $ 222,908 $ (12,699) $ 205,028 Net cash provided by (used in) provided by noncapital financing Activities (22,882) 17,607 (5,275) Net cash provided by (used in) capital and related financing activities (252,477) (252,477) Net cash provided by (used in) investing activities 47,926 0 47,926

Net increase in cash and cash equivalents $ (4,524) $ (273) $ (4,797) Cash and cash equivalents, January 1 41,287 2,327 43,614

Cash and cash equivalents, December 31 $ 36,763 $ 2,054 $ 38,817

DELAWARE RIVER PORT AUTHORITY Notes to Combined Financial Statements

For the Period Ended December 31, 2017 (Unaudited) (dollars expressed in thousands)

Page 63

Note 20. Subsequent Events Annual Insurance Certification (Article 5.11 of Bond Indenture) As mentioned under Note 15 (“Contingencies”), the Authority must annually submit the Insurance Consultant’s certification to the bond trustee, by April 30 of each year, evidencing that it has sufficient coverage related to its facilities, etc., as required under the Indenture. In addition, the Insurance Consultant must indicate whether any” material damage” has occurred to any facility during each calendar year. The Authority submitted its annual certification, attesting to its insurance coverages, to the bond trustee for the year-ending December 31, 2017, prior to the deadline, on March 23rd, 2018. The Authority did not experience any material damage to its facilities during 2017. Bond Authorizations Related to Bond Defeasance and New Money Bond Issuance In its January 2018 meeting, the Board, via resolution DRPA #18-007, authorized the Authority to use up to $335 million from its General Fund to defease all, or a portion, of the 2010D revenue bonds, subject to financial market conditions. In addition, the Board authorized a separate transaction, via resolution DRPA 18-008, wherein, subject to market conditions, the Authority may issue up to $350 million in new revenue bonds to fund a large portion of its 2018 5-year Capital Plan. In order to so, the Authority’s first step is to have a traffic study conducted to pave the way for any anticipated bond issuance. These authorizations do not obligate the Authority to execute any of the aforementioned transactions, as they are subject to favorable market conditions and the Authority’s financial strategies to reduce debt and/or debt service requirements. Bond and Swap Payments The Authority is current on all monthly debt service and swap payments, as of March 2018. LOC Renewals In February 2018, the Authority negotiated a lower LOC facility fee with Barclays and extended the existing DPLOC for a four-year term to mature March 18, 2022. Union Contracts All union contracts, including those negotiated with the Teamsters, FOP, IUOE and IBEW, expired on December 31, 2017. Contract negotiations have commenced with the aforementioned unions.

Schedule 1

(Unaudited)

REVENUE FUND: Cash on hand: Undeposited Tolls and Ticket Sales 1,220,510$ Santander Bank, N.A. 1,514,978 TD Bank N.A. 1,674,250 Bank of America, N.A. 548,756 Bank Of New York Mellon, N.A. 1,360,813 Wells Fargo Bank, N.A. 2,439,480 8,758,787$

1998 PORT DISTRICT PROJECT FUND: Santander Bank, N.A. 4,108$

1999 PORT DISTRICT PROJECT FUND: Wells Fargo Bank, N.A. 473,158$

1999 PROJECT FUND: Santander Bank, N.A. 59,566$

GENERAL FUND: Cash on Hand - Change and Working Funds for PATCO Transit System Stations 246,087 Wells Fargo Bank, N.A. 1,452,239 Santander Bank, N.A. 1,380,768 Bank Of New York Mellon, N.A. 143,294 TD Bank N.A. 26,299,032 29,521,421

Total $38,817,039

DELAWARE RIVER PORT AUTHORITYCASH & CASH EQUIVALENTS

December 31, 2017

Page 64

Schedule 2

(Unaudited) Par Value Fair Value

REVENUE FUND: AIM Money Market $ 4,979,555 4,979,555

MAINTENANCE RESERVE FUND (Restricted): Goldman Sachs Money Market $ 5,138,958 5,138,958

1999 PDP DEBT SERVICE FUND (Restricted): Federated Treasury Cash Series II $ 5,173,533 5,173,533

2012 PDP DEBT SERVICE FUND (Restricted): Goldman Sachs Money Market $ 9,887,613 9,887,613

2010 DEBT SERVICE FUND (Restricted): Goldman Sachs Money Market $ 7,726,721 7,726,721

2013 DEBT SERVICE FUND (Restricted): Goldman Sachs Money Market $ 11,842,430 11,842,430

2008 DEBT SERVICE FUND (Restricted): Goldman Sachs Money Market $ 21,202,165 21,202,165

1998B BOND RESERVE FUND (Restricted): Goldman Sachs Money Market $ 74,924,321 74,924,321 BNP Paribas Fortis Commercial Paper due 01/02/2018 (includes accrued interest) 40,830,000 40,823,652

$ 115,754,321 115,747,973

2010 REVENUE REFUNDING DEBT SERVICE FUND (Restricted): Goldman Sachs Money Market $ 24,606,538 24,606,538

2012 PORT DISTRICT DEBT SERVICE RESERVE FUND (Restricted): BNP Paribas Fortis Commercial Paper due 01/02/2018 (includes accrued interest) $ 10,745,000 10,743,329 Goldman Sachs Treasury Obligation Money Market 7,451,532 7,451,532

$ 18,196,532 18,194,861

GENERAL FUND: AIM Money Market $ 62,320,453 62,320,453 PFM Cash Reserve Money Market 360,480 360,480 UBS Investments 35,971,901 31,271,209 Morgan Stanley / Dean Witter Investments 27,200,237 26,500,313 Swarthmore Group Investments 55,430,818 55,288,055 Haverford Trust Investments 5,556,684 5,564,288 Haverford Trust C/D 6,481,219 6,481,219 TD Bank Investment Account 14,007,657 14,007,657 WF Cap Res Pay-as-You-Go Money Market 366,128,743 366,128,743 US Treasury Bills due 5/31/18 2,700,000 2,684,565

$ 576,158,192 570,606,982

1998 PORT DISTRICT PROJECT FUND: PFM Cash Reserve Money Market $ 316 316

1999 PORT DISTRICT PROJECT FUND Goldman Sachs Money Market $ 621,821 621,821

2001 PORT DISTRICT PROJECT FUND: Goldman Sachs Money Market $ 559,160 559,160

2013 REVENUE BOND PROJECT FUND: Wells Fargo Money Markets $ 2,928,338 2,928,338

Total investments $ 804,776,193 799,216,964

DELAWARE RIVER PORT AUTHORITYINVESTMENTS December 31, 2017

Page 65

Schedule 3

(Unaudited)

12/31/2017 12/31/2016 Revenue Fund 407,494$ 379,304$ Maintenance Reserve Fund 153,365 147,917 1998 Port Project Fund 2 1 1999 Port Project Fund 7,358 3,027 2001 Port Project Fund 1,578 54 1998 Port District Debt Service Fund 18,204 312 2010 Debt Service Fund A, B, C 45,639 713 2010 Debt Service Fund D 11,751 174 1998 Bond Reserve Fund 2,550,967 2,359,456 2012 Port Debt Service Reserve Fund 639,171 620,209 2008 Debt Service Fund 39,368 617 2013 Project Fund 267,838 517,348 2013 Debt Service Fund 18,010 384 General Fund 4,845,755 3,690,823

9,006,502$ 7,720,340$

DELAWARE RIVER PORT AUTHORITYINTEREST INCOME BY FUND

Period Ended

Page 66

Schedule 4 Schedule 4

(Unaudited)

Year Ended Fourth Quarter12/31/2017 12/31/2016 2017 2016

BENJAMIN FRANKLIN BRIDGEOperating Revenues Bridge Tolls 103,341,685$ 101,033,425$ 25,135,860$ 23,772,553$ Other Operating Revenues 5,833,101 6,364,856 1,294,521 1,862,678 Total Operating Revenues 109,174,786 107,398,281 26,430,381 25,635,231 Operating Expenses 15,717,218 14,103,510 4,486,562 4,295,253 Net Operating Income 93,457,568 93,294,771 21,943,819 21,339,978

WALT WHITMAN BRIDGEOperating Revenues Bridge Tolls 125,100,468 123,340,617 30,115,202 29,177,116 Other Operating Revenues 18,913 41,258 2,401 6,021 Total Operating Revenues 125,119,381 123,381,875 30,117,603 29,183,137 Operating Expenses 17,457,926 16,487,457 4,520,227 4,789,345 Net Operating Income 107,661,455 106,894,418 25,597,376 24,393,792

COMMODORE BARRY BRIDGEOperating Revenues Bridge Tolls 57,367,100 55,289,867 13,904,609 13,316,452 Other Operating Revenues 637 194 167 56 Total Operating Revenues 57,367,737 55,290,061 13,904,776 13,316,508 Operating Expenses 6,704,626 7,397,372 1,820,090 2,248,928 Net Operating Income 50,663,111 47,892,689 12,084,686 11,067,580

BETSY ROSS BRIDGEOperating Revenues Bridge Tolls 45,727,758 40,114,159 11,516,899 10,476,364 Other Operating Revenues 598 241 168 57 Total Operating Revenues 45,728,356 40,114,400 11,517,067 10,476,421 Operating Expenses 7,597,366 7,591,821 2,107,554 2,213,693 Net Operating Income 38,130,990 32,522,579 9,409,513 8,262,728

COMBINED TOTALSOperating Revenues: Bridge Tolls 331,537,011$ 319,778,068$ 80,672,571$ 76,742,485$ Other 5,853,249 6,406,549 1,297,257 1,868,812 Total Operating Revenues 337,390,260 326,184,617 81,969,828 78,611,297 Operating Expenses 47,477,136 45,580,160 12,934,433 13,547,219 Net Operating Income 289,913,124$ 280,604,457$ 69,035,395$ 65,064,078$

DELAWARE RIVER PORT AUTHORITYBRIDGE REVENUES AND OPERATING EXPENSES

FOR THE PERIODS INDICATED

Page 67

Schedule 5

(Unaudited)

2017 YTD ActivityPeriod Ended (New Loans and

12/31/17 12/31/16 Principal Payments)ECONOMIC DEVELOPMENT LOANS:Cooper River Boathouse 562,097$ 611,030$ (48,933)$ Camden Aquarium 12,873,002 13,215,498 (342,496) Total Loans 13,435,099$ 13,826,528$ (391,429)$

Provision for loan losses (1,344,551)$ (1,344,551)$ -$

Total Loans per Balance Sheet - Net 12,090,548$ 12,481,977$ (391,429)$

DELAWARE RIVER PORT AUTHORITYECONOMIC DEVELOPMENT ACTIVITY

FOR THE YEAR ENDED DECEMBER 31, 2017

Page 68

DRPA BOARD MINUTES

Page 1 of 7

DELAWARE RIVER PORT AUTHORITY

BOARD MEETING

One Port Center2 Riverside DriveCamden, NJWednesday, March 28, 2018

PRESENT

Pennsylvania CommissionersRyan Boyer, Chairman of the BoardChristopher Lewis, Esq.Donna PowellSean Murphy, Esq. (for Pennsylvania Auditor General Eugene DePasquale)Robert Borski, Esq. (for Pennsylvania Treasurer Joseph Torsella; via telephone)

New Jersey CommissionersJeffrey Nash, Esq., Vice Chairman of the BoardAaron Nelson (for Ricardo Taylor)Frank DiAntonioBruce GarganioDaniel ChristyCharles Fentress

DRPA/PATCO StaffJohn Hanson, Chief Executive Officer, DRPA / President, PATCOMaria Wing, Deputy Chief Executive OfficerRaymond J. Santarelli, General Counsel and Corporate SecretaryStephen Holden, Deputy General CounselNarisa Sasitorn, Deputy General CounselKathleen Vandy, Assistant General CounselJames White, Chief Financial OfficerOrville Parker, Acting Director of Revenue, FinanceJohn Lotierzo, Director of FinanceChristina Maroney, Director, Strategic InitiativesToni P. Brown, Chief Administrative OfficerRobert P. Hicks, Chief Operating OfficerDavid Aubrey, Acting Inspector GeneralJohn Rink, General Manager, PATCORohan Hepkins, Assistant General Manager, PATCOMark Ciechon, Director of Finance, PATCORich Betts, Acting Manager, ProcurementWilliam Shanahan, Director, Government RelationsBarbara Holcomb, Director, Government Grants

Page 2 of 7

DRPA/PATCO Staff (Continued)Tonyelle Cook-Artis, Manager, Government RelationsMichael Venuto, Chief EngineerKevin LaMarca, Director, Information ServicesKyle Anderson, Director, Corporate CommunicationsMike Williams, Graphic Design Administrator, Corporate CommunicationsJack Stief, Chief of Police, Public SafetyCharles Cunningham, Director, Homeland Security & Emergency ManagementDarlene Callands, Manager, Community RelationsAmy Ash, Manager, Contract AdministrationLawrence Walton, Bridge Director, Walt Whitman and Commodore Barry BridgesSteve Reiners, Director, Fleet ManagementSheila Milner, Administrative Coordinator, Corporate Secretary, OGCElizabeth Saylor, Administrative Coordinator, Corporate Secretary, OGCDawn Whiton, Executive Assistant to the CEO and Deputy CEO

Others PresentCraig Ambrose, Associate Counsel, New Jersey Governor’s Authorities UnitNedia Ralston, Director, Pennsylvania Governor’s Southeast Regional OfficeDavid Rapuano, Esq., Archer & Greiner (New Jersey Counsel)Alan Kessler, Esq., Duane Morris LLP (Pennsylvania Counsel)David Dix, President, Luminous StrategiesDaniel Norfleet, Citizens Advisory CommitteeAlan BeckerKevin Wilson, Robs Auto Body & Collision

OPEN SESSION

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

Roll CallChairman Boyer called the meeting to order at 9:17 a.m. and asked that the Corporate Secretarycall the roll. The following Commissioners were present, constituting a quorum: Chairman Boyer,Vice Chairman Nash, Lewis, Borski, Powell, Christy, Garganio, Murphy, DiAntonio, Nelson andFentress.

Page 3 of 7

Public CommentThere was no public comment.

Report of the Chief Executive OfficerCEO Hanson stated that his report stood as previously submitted. Mr. Hanson stated that he hadexercised his CEO Emergency Powers regarding the purchase of brake parts for the PATCO trains;this purchase is covered under a Resolution to be voted on at the Board meeting. CommissionerGarganio moved to approve the CEO’s Report and Commissioner DiAntonio seconded the motion.All Commissioners in attendance voted to approve the CEO’s Report. The motion carried.

Report of the Chief Financial OfficerCFO White stated that his report stood as previously submitted. Mr. White stated that this was anexceptional year in terms of DRPA and PATCO revenues. He also noted that the Barclays’ LOCis in place and will not expire for four years.

Approval of the February 21, 2018 DRPA Board Meeting MinutesChairman Boyer stated that the Minutes of the February 21, 2018 DRPA Board Meeting had beenpreviously provided to the Governors of New Jersey and Pennsylvania and to the DRPACommissioners. Commissioner Fentress moved to approve the Minutes and CommissionerChristy seconded the motion. There were no comments or corrections. All Commissioners inattendance voted in the affirmative to approve the Minutes. The motion carried.

Receipt and Filing of the Previously Approved List of Payments Covering the Month ofFebruary 2018 and the List of Previously Approved Purchase Orders and ContractsCovering the Month of February 2018Chairman Boyer stated that the Monthly List of Payments covering the month of February 2018and the Monthly List of Purchase Orders and Contracts covering the month of February 2018 werepreviously provided to all Commissioners. Commissioner DiAntonio moved to receive and filethe Lists and Commissioner Christy seconded the motion. There were no questions or comments.All Commissioners in attendance voted in the affirmative. The motion carried.

Approval of Operations & Maintenance Committee Meeting Minutes of March 6, 2018Chairman Boyer stated that the Minutes of the March 6, 2018 Operations & MaintenanceCommittee Meeting were previously provided to all Commissioners. Commissioner Christymoved to approve the Minutes and Commissioner Garganio seconded the motion. There were nocomments or corrections. All Commissioners in attendance voted in the affirmative to approvethe Minutes as submitted. The motion carried.

Adoption of Resolutions Approved by the Operations & Maintenance Committee on March6, 2018Chairman Boyer stated that there were eleven (11) Resolutions from the March 6, 2018, Operations& Maintenance Committee Meeting for consideration. Chairman Boyer introduced the followingfour (4) Resolutions:

Page 4 of 7

DRPA-18-027 Construction Monitoring Services for Contract No.PATCO-57-2016 (R), PATCO Woodcrest Parking LotRehabilitation

DRPA-18-028 Design and Construction Monitoring Services forReplacement of PATCO Rectifier Transformers –Phase 3

DRPA-18-029 Design Services for Woodcrest Platform Rehabilitation

DRPA-18-030 Design Services for PATCO Lindenwold Fire ProtectionSprinkler System

Commissioner Garganio moved to adopt Resolutions DRPA-18-027, DRPA-18-028, DRPA-18-029 and DRPA-18-030 and Commissioner Fentress seconded the motion. There were no questionsor comments on the Resolutions. All Commissioners in attendance voted in the affirmative toadopt the Resolutions. The motion carried.

Chairman Boyer next introduced the following four (4) Resolutions:

DRPA-18-031 Capital Project Modification

DRPA-18-032 Job Order Contracting Services for DRPA and PATCO

DRPA-18-033 One (1) 2018 Backhoe

DRPA-18-034 Aerial Lift Equipment Contract for DRPA

Commissioner Garganio moved to adopt Resolutions DRPA-18-031, DRPA-18-032, DRPA-18-033 and DRPA-18-034 and Commissioner DiAntonio seconded the motion. There were noquestions or comments on the Resolutions. All Commissioners in attendance voted in theaffirmative to adopt the Resolutions. The motion carried.

Chairman Boyer next introduced the following three (3) Resolutions:

DRPA-18-035 PARTSWG Feasibility Study – Emergency RegionalResponse Team

DRPA-18-036 PARTSWG Regional Transit Security Strategy (RTSS)Update and Exercising

DRPA-18-037 PARTSWG Updating, Training & Exercising RegionalEmergency Operations Plan (REOP) Updating,Training & Exercising Agency Specific EmergencyOperation Plans (EOP’s) and Exercising RegionalEvacuation Plan

Page 5 of 7

Commissioner Fentress moved to adopt Resolutions DRPA-18-035, DRPA-18-036 and DRPA-18-037 and Commissioner Christy seconded the motion. There were no questions or commentson the Resolutions. All Commissioners in attendance voted in the affirmative to adopt theResolutions. The motion carried.

Approval of Labor Committee Meeting Minutes of March 6, 2018Chairman Boyer stated that the Minutes of the February 6, 2018 Labor Committee Meeting werepreviously provided to all Commissioners. Commissioner Garganio moved to approve theMinutes and Commissioner Christy seconded the motion. There were no comments or corrections.All Commissioners in attendance voted in the affirmative to approve the Minutes as submitted.The motion carried.

Approval of Finance Committee Meeting Minutes of March 14, 2018Chairman Boyer stated that the Minutes of the March 14, 2018 Finance Committee Meeting werepreviously provided to all Commissioners. Commissioner Fentress moved to approve the Minutesand Commissioner Christy seconded the motion. There were no comments or corrections. AllCommissioners in attendance voted in the affirmative to approve the Minutes as submitted. Themotion carried.

Adoption of Resolutions Approved by the Finance Committee on March 14, 2018Chairman Boyer stated that there were three (3) Resolutions from the March 14, 2018, FinanceCommittee Meeting for consideration, and introduced the following:

DRPA-18-038 PATCO Switch and Firewall Replacement

DRPA-18-039 Network Storage and Backup Upgrades

DRPA-18-040 Selection of Financial Advisors

Commissioner Lewis moved to adopt all three (3) Resolutions and Commissioner Powell secondedthe motion. There were no questions or comments on the Resolutions. All Commissioners inattendance voted in the affirmative to adopt the Resolutions. The motion carried.

Approval of Audit Committee Meeting Minutes of March 14, 2018Chairman Boyer stated that the Minutes of the March 14, 2018 Audit Committee Meeting werepreviously provided to all Commissioners. Commissioner Christy moved to approve the Minutesand Commissioner DiAntonio seconded the motion. There were no comments or corrections. AllCommissioners in attendance voted in the affirmative to approve the Minutes as submitted. Themotion carried.

Page 6 of 7

Adoption of Resolutions Approved by the Audit Committee on March 14, 2018Chairman Boyer stated that there was one (1) Resolution from the March 14, 2018, FinanceCommittee Meeting for consideration, and introduced the following:

DRPA-18-041 Approval of Citizens Advisory Committee MembershipNominations of Benjamin Saracco and Matthew Zapson

Commissioner Nelson moved to adopt the Resolution and Commissioner Murphy seconded themotion. There were no questions or comments on the Resolutions. All Commissioners inattendance voted in the affirmative to adopt the Resolutions. The motion carried.

Unfinished BusinessThere was no DRPA Unfinished Business.

Citizens Advisory Committee ReportDaniel Norfleet gave a brief statement on behalf of the Citizens Advisory Committee (CAC). Mr.Norfleet indicated that there is an increase in the number of new applicants and he introduced AlanBecker, a new prospect for the CAC. Mr. Hanson stated that he appreciated all the feedback fromthe CAC and thanked Mr. Norfleet.

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

DRPA-18-042 Consideration of Pending DRPA Contracts(Between $25,000 and $100,000)

DRPA-18-043 2018 Church Requests for Special Event ParkingUnder the Ben Franklin Bridge in Philadelphia

Commissioner Fentress moved to adopt the Resolution and Commissioner Christy seconded themotion. There were no questions or comments on the Resolution. All Commissioners inattendance voted in the affirmative to adopt the Resolution. The motion carried.

MEETING HELD IN ABEYANCE

At 9:30 a.m., Chairman Boyer stated that the DRPA Board meeting would be held in abeyanceand the PATCO Board Meeting would convene.

Page 7 of 7

AdjournmentWith no further DRPA business to discuss, Commissioner Fentress moved to adjourn the DRPABoard Meeting and Commissioner DiAntonio seconded the motion. All Commissioners inattendance voted to approve the motion and the DRPA Board Meeting adjourned at 9:34 a.m.

Respectfully Submitted,

Raymond J. Santarelli, EsquireGeneral Counsel and Corporate Secretary

DRPA MONTHLY LIST OF

PREVIOUSLY APPROVED PAYMENTS

DELAWARE RIVER PORT AUTHORITYMONTHLY LIST OF PAYMENTS 3/01/18 THRU 3/31/18

MEETING DATE 4/18/2018

VENDOR NAME ITEM DESCRIPTIONRESOLUTION #/ AUTHORIZATION AMOUNT

REMINGTON & VERNICK ENGINEERS, INC. 4TH ST GARAGE CATHODIC PROTECTION D-15-019 $270.54 **4TH ST GARAGE CATHODIC PROTECTION TOTAL $270.54

D.A. NOLT, INC. ADMIN./TOLL CANOPY ROOF REPLACEMENT D-17-045 $145,336.23 **REMINGTON & VERNICK ENGINEERS, INC. ADMIN./TOLL CANOPY ROOF REPLACEMENT D-15-019 $18,842.52 **

ADMIN./TOLL CANOPY ROOF REPLACEMENT TOTAL $164,178.75TRI-M GROUP LLC ADMINISTRATION BUILDING CHILLER REPLACE 25KTHRES $4,800.00 **

ADMINISTRATION BUILDING CHILLER REPLACE TOTAL $4,800.00BRINKERHOFF ENVIRONMENTAL SERVICES ADMIRAL WILSON REMEDIATION D-14-030 $590.65 **

ADMIRAL WILSON REMEDIATION TOTAL $590.65PARSONS TRANSPORTATION GRP ANCHORAGE PRESERVATION D-17-032 $366,211.13 **

ANCHORAGE PRESERVATION TOTAL $366,211.13CANON FINANCIAL SERVICES, INC AUTHORITY WIDE COPIERS & PRINTERS D-16-083 $5,814.42 **

AUTHORITY WIDE COPIERS & PRINTERS TOTAL $5,814.42ALAMO GROUP (VA) AUTO ACCESSORIES 25KTHRES $1,320.00MULTIFACET, INC. AUTO ACCESSORIES 25KTHRES $864.00TRAFFIX DEVICES, INC. AUTO ACCESSORIES 25KTHRES $9,382.39

AUTO ACCESSORIES TOTAL $11,566.39PHILADELPHIA MURAL ARTS ADVOCATES BFB 5TH ST. PHILA TUNNEL D-17-096 $29,764.75 **

BFB 5TH ST. PHILA TUNNEL TOTAL $29,764.75AECOM TECHNICAL SERVICES, INC. BIENNIAL INSPECTION D-16-017 $3,282.25MODJESKI AND MASTERS, INC. BIENNIAL INSPECTION D-16-019 $6,371.08REMINGTON & VERNICK ENGINEERS, INC. BIENNIAL INSPECTION D-16-021 $7,302.59

BIENNIAL INSPECTION TOTAL $16,955.92AHMAD ZAFFARESE LLC BOND INDENTURE FEES 25KTHRES $2,823.75PFM FINANCIAL ADVISORS LLC BOND INDENTURE FEES D-16-055 $3,100.00

BOND INDENTURE FEES TOTAL $5,923.75BANK OF NEW YORK - MELLON BOND SERVICE BOND RESOLUTIONS $480,977.21TD BANK, N.A. BOND SERVICE BOND RESOLUTIONS $8,750,004.12

BOND SERVICE TOTAL $9,230,981.33TD WEALTH BOND TRUSTEE FEES D-09-075 $750.00THE BANK OF NEW YORK MELLON BOND TRUSTEE FEES D-09-075 $8,992.50

BOND TRUSTEE FEES TOTAL $9,742.50TRI-M GROUP LLC BRB LENNOX ST. SUBSTATION MONITORING 25KTHRES $12,300.00 **

BRB LENNOX ST. SUBSTATION MONITORING TOTAL $12,300.00AECOM TECHNICAL SERVICES, INC. BRB MAINTENANCE PAINTING AND STEEL REPAIR D-15-146 $2,622.73 **STV, INC. BRB MAINTENANCE PAINTING AND STEEL REPAIR D-17-066 $27,138.68 **

BRB MAINTENANCE PAINTING AND STEEL REPAIR TOTAL $29,761.41PARSONS TRANSPORTATION GRP BRIDGE DECK RESURFACING AND DECK JOINTS D-17-049 $85,482.79 **

BRIDGE DECK RESURFACING AND DECK JOINTS TOTAL $85,482.79ALSTOM TRANSPORTATION, INC. CAR REHAB DESIGN D-10-154 $6,069,530.71 **DUANE MORRIS LLP CAR REHAB DESIGN D-16-013 $14,105.00 **RESOLUTION MANAGEMENT CONSULTANTS CAR REHAB DESIGN D-16-028 $9,580.80 **

CAR REHAB DESIGN TOTAL $6,093,216.51UNITED ELECTRIC CBB LED FLAGPOLE LIGHTS 25KTHRES $2,078.55 **

CBB LED FLAGPOLE LIGHTS TOTAL $2,078.55DIAMOND TOOL CBB MANUAL TOLL LANE GATES 25KTHRES $2,465.00 **

CBB MANUAL TOLL LANE GATES TOTAL $2,465.00UNITED ELECTRIC CBB NEW SO WIRE 25KTHRES $2,128.40 **

CBB NEW SO WIRE TOTAL $2,128.40CARLTON W. HEWITT CDL LICENSE FEES 25KTHRES $44.00JOHN R. LICCKETTO CDL LICENSE FEES 25KTHRES $44.00MICHAEL F. RUSSO CDL LICENSE FEES 25KTHRES $44.00PHILIP C. BROWN CDL LICENSE FEES 25KTHRES $44.00RICHARD M. LUDOVICH CDL LICENSE FEES 25KTHRES $42.00SCOTT C. MARKS CDL LICENSE FEES 25KTHRES $44.00

CDL LICENSE FEES TOTAL $262.00GANNETT FLEMING COMPANIES CENTER TOWER/COMMAND & CONTROL D-16-011 $57,361.99 **

CENTER TOWER/COMMAND & CONTROL TOTAL $57,361.99REMINGTON & VERNICK ENGINEERS, INC. CENTERLINE CATWALK REHABILITATION D-15-019 $21,844.28 **

CENTERLINE CATWALK REHABILITATION TOTAL $21,844.28EPLUS TECHNOLOGY, INC. CISCO 4510 10GB LINE CARD 25KTHRES $16,440.10 **

CISCO 4510 10GB LINE CARD TOTAL $16,440.10DELL MARKETING L.P. COMPUTER EQUIPMENT 25KTHRES $38,545.43 ***FORTRESS PROTECTION, LLC COMPUTER EQUIPMENT 25KTHRES $1,832.96VERTIV SERVICES, INC. COMPUTER EQUIPMENT 25KTHRES $15,669.18

COMPUTER EQUIPMENT TOTAL $56,047.57

** Capital Expenditures*** Multiple Invoices Page 1 of 8

DELAWARE RIVER PORT AUTHORITYMONTHLY LIST OF PAYMENTS 3/01/18 THRU 3/31/18

MEETING DATE 4/18/2018

VENDOR NAME ITEM DESCRIPTIONRESOLUTION #/ AUTHORIZATION AMOUNT

SHI INTERNATIONAL CORP COMPUTER SOFTWARE 25KTHRES $1,251.35THOMSON REUTERS- WEST COMPUTER SOFTWARE 25KTHRES $990.40

COMPUTER SOFTWARE TOTAL $2,241.75COURT LIAISON SERVICES, LLC CONTRACT SERVICE EXPENSE D-17-073 $2,750.00IRON MOUNTAIN INCORPORATED CONTRACT SERVICE EXPENSE D-16-138 $3,376.76

CONTRACT SERVICE EXPENSE TOTAL $6,126.76LAZ KARP ASSOCIATES, LLC CONTRACTED P/T TOLL COLLECTORS D-17-012 $30,403.47

CONTRACTED P/T TOLL COLLECTORS TOTAL $30,403.47TRI-COUNTY TERMITE & PEST CONTROL CONTRACTUAL SERVICES 25KTHRES $295.00

CONTRACTUAL SERVICES TOTAL $295.00CANON FINANCIAL SERVICES INC COPIER EXPENSES D-16-083 $139.00CANON SOLUTIONS AMERICA, INC. COPIER EXPENSES D-16-083 $3,682.76

COPIER EXPENSES TOTAL $3,821.76TEAM CLEAN, INC CUSTODIAL SERVICES D-16-120 $43,539.16

CUSTODIAL SERVICES TOTAL $43,539.16BENTLEY SYSTEMS, INC. DATA PROCESSING 25KTHRES $218.50BIDDLE CONSULTING GROUP, INC DATA PROCESSING 25KTHRES $1,435.00DELL MARKETING L.P. DATA PROCESSING 25KTHRES $7,644.00PCMG, INC DATA PROCESSING D-17-117 $38,749.97POWERDMS, INC. DATA PROCESSING 25KTHRES $6,538.00SCHNEIDER ELECTRIC DATA PROCESSING D-16-084 $3,511.42ZAYO GROUP HOLDINGS INC DATA PROCESSING D-16-086 $1,636.00

DATA PROCESSING TOTAL $59,732.89PARSONS TRANSPORTATION GRP DECK CONDITION ASSESSMENT D-15-019 $2,952.25 **

DECK CONDITION ASSESSMENT TOTAL $2,952.25AECOM TECHNICAL SERVICES, INC. DELEADING AND REPAINTING D-14-048 $1,739.78 **

DELEADING AND REPAINTING TOTAL $1,739.78CORCON, INC. DELEADING/REPAINTING-PHASE 3 D-15-081 $542,188.75 **JOHNSON, MIRMIRAN & THOMPSON, INC. DELEADING/REPAINTING-PHASE 3 D-15-098 $198,254.07 **SCHNEIDER ELECTRIC DELEADING/REPAINTING-PHASE 3 25KTHRES $1,871.20 **

DELEADING/REPAINTING-PHASE 3 TOTAL $742,314.02RIGGINS INC. DIESEL FUEL D-17-051 $3,528.00

DIESEL FUEL TOTAL $3,528.00CLEAN VENTURE, INC. DISPOSAL FEES D-16-076 $4,434.25

DISPOSAL FEES TOTAL $4,434.25A.P. CONSTRUCTION, INC. DRPA COLLINGSWOOD STATION PARK LOT D-17-047 $96,123.61 **

DRPA COLLINGSWOOD STATION PARK LOT TOTAL $96,123.61KLEINFELDER INC. DRPA WOODCREST PARKING LOT D-15-019 $674.37 **

DRPA WOODCREST PARKING LOT TOTAL $674.37ATLANTIC CITY ELECTRIC ELECTRICITY EXPENSE UTILITY $5,147.66DIRECT ENERGY MARKETING INC ELECTRICITY EXPENSE UTILITY $8,988.56PECO - PAYMENT PROCESSING ELECTRICITY EXPENSE UTILITY $27,753.99PSE&G CO. ELECTRICITY EXPENSE UTILITY $56,120.08THE ERIC RYAN CORPORATION ELECTRICITY EXPENSE D-13-088 $177.56

ELECTRICITY EXPENSE TOTAL $98,187.85AECOM TECHNICAL SERVICES, INC. EMBANKMENT RESTORATION D-13-001 $1,576.80 **BROWN & CONNERY LLP EMBANKMENT RESTORATION D-16-028 $90.00 **

EMBANKMENT RESTORATION TOTAL $1,666.80BURNS ENGINEERING, INC. EMERGENCY GENERATOR D-15-019 $240.36 **CHAMMINGS ELECTRIC, INC. EMERGENCY GENERATOR D-17-064 $74,101.50 **REMINGTON & VERNICK ENGINEERS, INC. EMERGENCY GENERATOR D-15-019 $16,818.62 **

EMERGENCY GENERATOR TOTAL $91,160.48DELTA DENTAL OF NEW JERSEY, INC. EMPLOYEE DENTAL INSURANCE D-15-015 $27,889.11

EMPLOYEE DENTAL INSURANCE TOTAL $27,889.11AMERIHEALTH INSURANCE COMPANY EMPLOYEE HEALTH INSURANCE D-15-104 $671,839.49

EMPLOYEE HEALTH INSURANCE TOTAL $671,839.49VISION BENEFITS OF AMERICA EMPLOYEE VISION INSURANCE D-17-060 $5,878.70

EMPLOYEE VISION INSURANCE TOTAL $5,878.70DELL MARKETING L.P. EQUIPMENT 25KTHRES $329.69EPLUS TECHNOLOGY, INC EQUIPMENT 25KTHRES $737.11GRAYBAR ELECTRIC CO INC EQUIPMENT 25KTHRES $895.30

EQUIPMENT TOTAL $1,962.10A & A GLOVE & SAFETY CO. EQUIPMENT & TOOLS 25KTHRES $1,019.40ARBILL INDUSTRIES INC EQUIPMENT & TOOLS 25KTHRES $749.60GARDEN STATE HIGHWAY PRODUCTS INC EQUIPMENT & TOOLS 25KTHRES $511.60STAUFFER GLOVE & SAFETY EQUIPMENT & TOOLS D-16-126 $1,750.00

** Capital Expenditures*** Multiple Invoices Page 2 of 8

DELAWARE RIVER PORT AUTHORITYMONTHLY LIST OF PAYMENTS 3/01/18 THRU 3/31/18

MEETING DATE 4/18/2018

VENDOR NAME ITEM DESCRIPTIONRESOLUTION #/ AUTHORIZATION AMOUNT

AALL AMERICAN FASTENERS EQUIPMENT & TOOLS D-16-138 $45.00ATLANTIC TACTICAL EQUIPMENT & TOOLS 25KTHRES $990.90CARRIER CORPORATION EQUIPMENT & TOOLS 25KTHRES $2,150.00GRAINGER EQUIPMENT & TOOLS 25KTHRES $1,724.38MULTIFACET, INC. EQUIPMENT & TOOLS 25KTHRES $577.50MUNCIPAL EMERGENCY SERVICES EQUIPMENT & TOOLS 25KTHRES $896.00PEMBERTON ELECTRICAL SUPPLY COMPANY EQUIPMENT & TOOLS 25KTHRES $4,379.79RONALD R. PAGLIA EQUIPMENT & TOOLS 25KTHRES $17.99ULINE, INC EQUIPMENT & TOOLS 25KTHRES $2,642.90

EQUIPMENT & TOOLS TOTAL $17,455.06AMERICAN EXPRESS E-ZPASS CREDIT CARD FEES D-04-031 $37.52NJ E-ZPASS E-ZPASS CREDIT CARD FEES D-04-031 $375,042.05PAYMENTECH E-ZPASS CREDIT CARD FEES D-04-031 $458.21

E-ZPASS CREDIT CARD FEES TOTAL $375,537.78NEW JERSEY TURNPIKE AUTHORITY E-ZPASS TRANSPONDERS - MARK IV D-04-031 $106,692.20 **

E-ZPASS TRANSPONDERS - MARK IV TOTAL $106,692.20HMW ENTERPRISES, INC. FARE COLLECTION EQUIPMENT 25KTHRES $2,500.05W.B. MASON CO. INC FARE COLLECTION EQUIPMENT 25KTHRES $6,664.76

FARE COLLECTION EQUIPMENT TOTAL $9,164.81SOUTH CAMDEN IRON WORKS FENCING 25KTHRES $3,630.00

FENCING TOTAL $3,630.00VARIDESK, LLC FURNITURE 25KTHRES $890.00

FURNITURE TOTAL $890.00RIGGINS INC. GASOLINE - UNLEADED D-17-051 $28,776.57

GASOLINE - UNLEADED TOTAL $28,776.57SCHNEIDER ELECTRIC GENETEC MOBILE CLIENT SOFTWARE 25KTHRES $5,879.61 **

GENETEC MOBILE CLIENT SOFTWARE TOTAL $5,879.61CRA INC. GRANT RECEIVABLES D-16-024 $10,926.00MAXIM HEALTHCARE SERVICES, INC GRANT RECEIVABLES 25KTHRES $30.00OXFORD COMMUNICATIONS INC GRANT RECEIVABLES D-15-154 $118,412.91PERRY MEDIA GROUP LLC GRANT RECEIVABLES D-15-154 $34,612.50WELLNESS COUNCIL OF AMERICA GRANT RECEIVABLES 25KTHRES $395.00

GRANT RECEIVABLES TOTAL $164,376.41SYMETRA LIFE INSURANCE COMP. GROUP LIFE & ACCIDENT INSURANCE PAYABLE D-17-074 $96,653.89

GROUP LIFE & ACCIDENT INSURANCE PAYABLE TOTAL $96,653.89DELL MARKETING L.P. HARDWARE/SOFTWARE 25KTHRES $9,018.88 **

HARDWARE/SOFTWARE TOTAL $9,018.88PHILADELPHIA GAS WORKS HEATING EXPENSE UTILITY $11,972.15PSE&G CO. HEATING EXPENSE UTILITY $29,468.54SOUTH JERSEY GAS COMPANY HEATING EXPENSE UTILITY $9,282.79THE ERIC RYAN CORPORATION HEATING EXPENSE D-13-088 $71.25

HEATING EXPENSE TOTAL $50,794.73A.P. CONSTRUCTION, INC. INST ELEVATORS REMAINING STATIONS D-17-046 $115,349.40 **SOWINSKI SULLIVAN ARCHITECTS, PC INST ELEVATORS REMAINING STATIONS D-13-080 $10,072.81 **

INST ELEVATORS REMAINING STATIONS TOTAL $125,422.21MOTT MACDONALD, LLC INSTALL NEW IN-FLOOR TRAIN CAR HOIST D-15-019 $8,655.20 **

INSTALL NEW IN-FLOOR TRAIN CAR HOIST TOTAL $8,655.20PORT AUTHORITY TRANSIT CORPORATION INTERCOMPANY TRANSFERS NONE $501,866.78

INTERCOMPANY TRANSFERS TOTAL $501,866.78IUOE 542 BENEFIT FUNDS IUOE HEALTH & WELFARE D-14-047 $393,800.00

IUOE HEALTH & WELFARE TOTAL $393,800.00CAMDEN BAG AND PAPER JANITORIAL SUPPLIES 25KTHRES $961.66MULTIFACET, INC. JANITORIAL SUPPLIES 25KTHRES $795.00TRI-STATE DISTRIBUTORS OF NJ, INC JANITORIAL SUPPLIES 25KTHRES $513.50

JANITORIAL SUPPLIES TOTAL $2,270.16ADAM R. JACURAK JOB CERTIFICATIONS & LICENSES 25KTHRES $80.00ELISABETH L. KLAWUNN JOB CERTIFICATIONS & LICENSES 25KTHRES $80.00MICHAEL P. VENUTO JOB CERTIFICATIONS & LICENSES 25KTHRES $80.00

JOB CERTIFICATIONS & LICENSES TOTAL $240.00CAMDEN PARKING AUTHORITY LIMITED MOBILITY PARKING 25KTHRES $90.95

LIMITED MOBILITY PARKING TOTAL $90.95HNTB CORPORATION LINDENWOLD YARD TRACK REHAB D-11-065 $378,190.51 **RAILROAD CONSTRUCTION COMPANY LINDENWOLD YARD TRACK REHAB D-17-038 $142,330.55 **

LINDENWOLD YARD TRACK REHAB TOTAL $520,521.06TD BANK LOC FEES - 2008 REF REV BONDS D-16-055 $118,837.23

LOC FEES - 2008 REF REV BONDS TOTAL $118,837.23

** Capital Expenditures*** Multiple Invoices Page 3 of 8

DELAWARE RIVER PORT AUTHORITYMONTHLY LIST OF PAYMENTS 3/01/18 THRU 3/31/18

MEETING DATE 4/18/2018

VENDOR NAME ITEM DESCRIPTIONRESOLUTION #/ AUTHORIZATION AMOUNT

BARCLAY'S BANK LOC FEES – 2010 REV REF BONDS D-16-055 $155,071.27LOC FEES – 2010 REV REF BONDS TOTAL $155,071.27

TRANSCORE LP MAINT. FEE - TOLL COLLECTION EQUIP D-15-011 $71,777.00MAINT. FEE - TOLL COLLECTION EQUIP TOTAL $71,777.00

MBI GROUP, INC. MAINT/REPAIR-ELECT. 25KTHRES $4,230.00MAINT/REPAIR-ELECT. TOTAL $4,230.00

HNTB CORPORATION MAINTENANCE PAINTING AND STEEL REPAIRS D-17-031 $181,418.53 **MAINTENANCE PAINTING AND STEEL REPAIRS TOTAL $181,418.53

HORIZON BLUE CROSS BLUE SHIELD MEDICAL PRESCRIPTION INSURANCE D-17-076 $103,464.92MEDICAL PRESCRIPTION INSURANCE TOTAL $103,464.92

ANDREOTTI'S CATERING, LLC MEETING EXPENSES 25KTHRES $1,965.00BRIGITTE KORDZIAN MEETING EXPENSES 25KTHRES $20.00DRPA PETTY CASH MEETING EXPENSES 25KTHRES $160.36NJ TRANSACTION CONFERENCE MEETING EXPENSES 25KTHRES $310.00

MEETING EXPENSES TOTAL $2,455.36AFRICAN AMERICAN CHAMBER MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $500.00AMERICAN SOCIETY OF CIVIL ENGINEERS MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $270.00BLR - BUSINESS & LEGAL RESOURCES MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $536.99CAMDEN COUNTY POLICE CHIEFS MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $200.00DRPA PETTY CASH MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $196.00EASTERN MINORITY SUPPLIER MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $1,500.00GOVERNMENT NEWS NETWORK - GOVNET MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $265.00PENNSYLVANIA SELF INSURERS ASSOC MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $250.00SOCIETY FOR HUMAN RESOURCE MGMT MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $418.00WOMEN'S BUSINESS ENTERPRISE COUNCIL MEMBERSHIPS & SUBSCRIPTIONS 25KTHRES $2,500.00

MEMBERSHIPS & SUBSCRIPTIONS TOTAL $6,635.99TD BANK, N.A. NET PAYROLL NONE $53,022.46WELLS FARGO BANK, NA NET PAYROLL NONE $2,662,959.15

NET PAYROLL TOTAL $2,715,981.61AECOM TECHNICAL SERVICES, INC. NJ APPROACH ROADWAY RESURFACING D-14-048 $1,737.21 **CHERRY, WEBER & ASSOCIATES P.C. NJ APPROACH ROADWAY RESURFACING D-17-028 $58,501.63 **

NJ APPROACH ROADWAY RESURFACING TOTAL $60,238.84TURNER SURETY & INSURANCE BROKERAGE OCIP INSURANCE D-16-109 $31,500.00

OCIP INSURANCE TOTAL $31,500.00GRAPHICS SOLUTIONS OFFICE SUPPLIES 25KTHRES $1,348.04PITNEY BOWES OFFICE SUPPLIES 25KTHRES $697.89

OFFICE SUPPLIES TOTAL $2,045.93SHERWIN WILLIAMS PAINTING EQP/ACCESS 25KTHRES $742.08T. FRANK MCCALL'S, INC. PAINTING EQP/ACCESS 25KTHRES $672.94

PAINTING EQP/ACCESS TOTAL $1,415.02PAPER MART INC PAPER OFFCE/PRT SHOP D-16-116 $532.53

PAPER OFFCE/PRT SHOP TOTAL $532.53SHI INTERNATIONAL CORP PATCO COMPUTER SOFTWARE 25KTHRES $4,104.13

PATCO COMPUTER SOFTWARE TOTAL $4,104.13CANON SOLUTIONS AMERICA, INC. PATCO COPIER EXPENSES D-16-083 $696.14

PATCO COPIER EXPENSES TOTAL $696.14TURNER SURETY & INSURANCE BROKERAGE PATCO PROFESSIONAL FEES D-15-062 $31,252.50

PATCO PROFESSIONAL FEES TOTAL $31,252.50QUAL-LYNX CASUALTY CLAIM PATCO PROFESSIONAL SERVICES D-17-017 $2,088.10

PATCO PROFESSIONAL SERVICES TOTAL $2,088.10SAP NATIONAL SECURITY, INC PATCO REPAIRS & MAINT-OTHER D-16-085 $27,952.10SAP PUBLIC SERVICES INC PATCO REPAIRS & MAINT-OTHER D-16-085 $14,492.50

PATCO REPAIRS & MAINT-OTHER TOTAL $42,444.60SPRINT PATCO TELEPHONE UTILITY $589.50VERIZON PATCO TELEPHONE UTILITY $807.46VERIZON BUSINESS PATCO TELEPHONE UTILITY $74.06

PATCO TELEPHONE TOTAL $1,471.02BENEFIT HARBOR, LP PATCO-PROFESSIONAL FEES-CONSULTING D-17-077 $2,303.96

PATCO-PROFESSIONAL FEES-CONSULTING TOTAL $2,303.96EAST COAST EMERGENCY LIGHTING, INC. PATROL VEHICLE 25KTHRES $18,386.50 **GENERAL SALES ADMINISTRATION PATROL VEHICLE 25KTHRES $18,590.00 **

PATROL VEHICLE TOTAL $36,976.50INTERNAL REVENUE SERVICE PAYROLL TAXES NONE $1,074,258.34PA DEPT OF REVENUE PAYROLL TAXES NONE $28,830.38TREASURER - STATE OF NEW JERSEY PAYROLL TAXES NONE $75,783.48

PAYROLL TAXES TOTAL $1,178,872.20

** Capital Expenditures*** Multiple Invoices Page 4 of 8

DELAWARE RIVER PORT AUTHORITYMONTHLY LIST OF PAYMENTS 3/01/18 THRU 3/31/18

MEETING DATE 4/18/2018

VENDOR NAME ITEM DESCRIPTIONRESOLUTION #/ AUTHORIZATION AMOUNT

PNC P-CARD PURCHASES 25KTHRES $91,761.75P-CARD PURCHASES TOTAL $91,761.75

PA STATE EMPLOYEES RETIREMENT PENSION - PA SERS NONE $7,039,670.36PENSION - PA SERS TOTAL $7,039,670.36

N.J. PUBLIC EMPLOYEES RETIREMENT PENSION & BENEFITS NONE $64,475.00PENSION & BENEFITS TOTAL $64,475.00

UNITED PARCEL SERVICE (UPS) POSTAGE EXPENSES 25KTHRES $60.65US POSTAL SERVICE POSTAGE EXPENSES 25KTHRES $214.00

POSTAGE EXPENSES TOTAL $274.65PAPER MART INC PRINTING EXPENSES D-17-091 $481.35

PRINTING EXPENSES TOTAL $481.35MPS COMMUNICATION GRAPHICS, INC. PRINTING SERVICES 25KTHRES $2,208.89

PRINTING SERVICES TOTAL $2,208.89RAILROAD CONSTRUCTION CO. INC PRIORITY ROW REPAIRS D-17-003 $57,000.00 **SYSTRA CONSULTING, INC. PRIORITY ROW REPAIRS D-15-019 $2,943.60 **

PRIORITY ROW REPAIRS TOTAL $59,943.60EMPLOYMENT BACKGROUND PROFESSIONAL FEES 25KTHRES $199.62PACER SERVICE CENTER PROFESSIONAL FEES 25KTHRES $24.90TURNER SURETY & INSURANCE BROKERAGE PROFESSIONAL FEES D-15-062 $79,312.50TURNER SURETY & INSURANCE BROKERAGE PROFESSIONAL FEES D-15-089 $75,435.00

PROFESSIONAL FEES TOTAL $154,972.02AECOM TECHNICAL SERVICES, INC. PROFESSIONAL FEES - CONSULTING D-14-048 $4,383.86BENEFIT HARBOR, LP PROFESSIONAL FEES - CONSULTING D-17-077 $4,533.44JOSEPH A QUIGLEY PROFESSIONAL FEES - CONSULTING 25KTHRES $684.00

PROFESSIONAL FEES - CONSULTING TOTAL $9,601.30BROWN & CONNERY LLP PROFESSIONAL FEES - LEGAL COSTS D-16-028 $1,797.11DILWORTH PAXSON LLP PROFESSIONAL FEES - LEGAL COSTS D-16-028 $7,126.16DUANE MORRIS LLP PROFESSIONAL FEES - LEGAL COSTS D-16-028 $13,134.50LAULETTA BIRNBAUM, LLC PROFESSIONAL FEES - LEGAL COSTS D-16-028 $12,092.50ZELLER & WIELICZKO, LLP PROFESSIONAL FEES - LEGAL COSTS D-16-028 $3,242.26

PROFESSIONAL FEES - LEGAL COSTS TOTAL $37,392.53SCOTT E. BUCHHEIT PROFESSIONAL FEES - LEGAL EXPENSES D-16-028 $6,000.00

PROFESSIONAL FEES - LEGAL EXPENSES TOTAL $6,000.00AMERICAN EXPEDITING COMPANY PROFESSIONAL FEES - LITIGATION EXPENSES 25KTHRES $85.02

PROFESSIONAL FEES - LITIGATION EXPENSES TOTAL $85.02IMX MEDICAL MANAGEMENT SVCS, INC. PROFESSIONAL FEES - MEDICAL 25KTHRES $1,050.00INTERSTATE MOBILE CARE PROFESSIONAL FEES - MEDICAL 25KTHRES $1,845.00

PROFESSIONAL FEES - MEDICAL TOTAL $2,895.00HNTB CORPORATION PROFESSIONAL SERVICES D-14-048 $4,903.53JACOBS TECHNOLOGY INC PROFESSIONAL SERVICES 25KTHRES $15,220.00QUAL-LYNX CASUALTY CLAIM PROFESSIONAL SERVICES D-17-017 $5,220.24STANDARD & POOR'S LLC PROFESSIONAL SERVICES 25KTHRES $5,000.00WSP PROFESSIONAL SERVICES D-14-048 $22,086.55MCDERMOTT WILL & EMERY LLP PROFESSIONAL SERVICES D-15-016 $5,000.00

PROFESSIONAL SERVICES TOTAL $57,430.32PREMIUM POWER SERVICES, LLC PWR GENERATION EQUIPMENT D-17-037 $6,700.08

PWR GENERATION EQUIPMENT TOTAL $6,700.08WSP RAMP AC AND BC JOINT REHABILITATION D-15-019 $6,449.24 **

RAMP AC AND BC JOINT REHABILITATION TOTAL $6,449.24JACOBS ENGINEERING GROUP INC REBUILD TRANSIT CAR TRUCKS D-15-019 $759.70 **

REBUILD TRANSIT CAR TRUCKS TOTAL $759.70JACOBS ENGINEERING GROUP INC REHAB TRACK VIADUCTS D-15-050 $46,202.52 **RAILROAD CONSTRUCTION CO. INC REHAB TRACK VIADUCTS D-15-049 $60,798.28 **

REHAB TRACK VIADUCTS TOTAL $107,000.80BRINKERHOFF ENVIRONMENTAL SERVICES REMEDIAL MANAGEMENT D-15-147 $46,023.40 **

REMEDIAL MANAGEMENT TOTAL $46,023.40JACOBS ENGINEERING GROUP INC RENEWABLE ENERGY INTEGRATION D-14-048 $25,843.80 **

RENEWABLE ENERGY INTEGRATION TOTAL $25,843.80INTERSTATE AERIALS, LLC RENT/LEASE- HVY EQP 25KTHRES $7,850.00

RENT/LEASE- HVY EQP TOTAL $7,850.00BURNS ENGINEERING, INC. REOPENING FRANKLIN SQUARE D-17-069 $63,420.93 **

REOPENING FRANKLIN SQUARE TOTAL $63,420.93FYR FYTER SALES AND SERVICE REPAIR PARTS - EQUIPMENT 25KTHRES $700.80

REPAIR PARTS - EQUIPMENT TOTAL $700.80CERTIFIED SPEEDOMETER SERVICE REPAIRS AND MAINTENANCE 25KTHRES $759.00DRAEGER SAFETY DIAGNOSTICS, INC REPAIRS AND MAINTENANCE 25KTHRES $731.60

** Capital Expenditures*** Multiple Invoices Page 5 of 8

DELAWARE RIVER PORT AUTHORITYMONTHLY LIST OF PAYMENTS 3/01/18 THRU 3/31/18

MEETING DATE 4/18/2018

VENDOR NAME ITEM DESCRIPTIONRESOLUTION #/ AUTHORIZATION AMOUNT

REPAIRS AND MAINTENANCE TOTAL $1,490.60SAP NATIONAL SECURITY, INC REPAIRS AND MAINTENANCE - OTHER D-16-085 $51,911.03SAP PUBLIC SERVICES INC REPAIRS AND MAINTENANCE - OTHER D-16-085 $23,757.50

REPAIRS AND MAINTENANCE - OTHER TOTAL $75,668.53SYMETRA LIFE INSURANCE COMP. RETIREE LIFE INSURANCE D-17-074 $2,925.73

RETIREE LIFE INSURANCE TOTAL $2,925.73AMERIHEALTH INSURANCE COMPANY RETIREE MEDICAL INSURANCE D-17-058 $215,915.89UNITED HEALTHCARE RETIREE MEDICAL INSURANCE D-17-075 $122,557.96

RETIREE MEDICAL INSURANCE TOTAL $338,473.85NATIONAL PAVING CO ROADWAY MATERIALS & SUPPLIES 25KTHRES $264.00

ROADWAY MATERIALS & SUPPLIES TOTAL $264.00SYMETRA LIFE INSURANCE COMP. S/T DISABILITY D-17-074 $305.94

S/T DISABILITY TOTAL $305.94MORTON SALT INC. SALT-SODIUM CHLORIDE D-17-070 $3,065.20

SALT-SODIUM CHLORIDE TOTAL $3,065.20INTERSTATE AERIALS, LLC SCISSOR LIFT (BESTLINE) WWB ELECTRICAL 25KTHRES $15,200.00 **

SCISSOR LIFT (BESTLINE) WWB ELECTRICAL TOTAL $15,200.00AMMANN & WHITNEY CONSULTING SOUTH WALKWAY BIKE/PEDESTRIAN RAMP D-16-130 $12,142.88 **DILWORTH PAXSON LLP SOUTH WALKWAY BIKE/PEDESTRIAN RAMP D-16-028 $1,530.00 **JOHNSON, MIRMIRAN & THOMPSON, INC. SOUTH WALKWAY BIKE/PEDESTRIAN RAMP D-17-056 $47,036.65 **SOUTH STATE, INC. SOUTH WALKWAY BIKE/PEDESTRIAN RAMP D-17-055 $74,100.00 **

SOUTH WALKWAY BIKE/PEDESTRIAN RAMP TOTAL $134,809.53FRITZ H. SIMS SPECIAL EVENTS 25KTHRES $62.19

SPECIAL EVENTS TOTAL $62.19MODJESKI AND MASTERS, INC. STRUCTURAL REHABILITATION-PHASE II D-16-001 $4,808.16 **

STRUCTURAL REHABILITATION-PHASE II TOTAL $4,808.16EPLUS TECHNOLOGY, INC. SUPERVISOR MODULES FOR CISCO SWITCHES 25KTHRES $24,868.32 **

SUPERVISOR MODULES FOR CISCO SWITCHES TOTAL $24,868.32COUNTRY GAS SERVICES INC SUPPLIES 25KTHRES $405.50ONE CALL CONCEPTS, INC. SUPPLIES 25KTHRES $50.00SOUTH JERSEY WELDING SUPPLY CO SUPPLIES 25KTHRES $469.00UNITED SITE SERVICES NORTHEAST, INC SUPPLIES 25KTHRES $399.80

SUPPLIES TOTAL $1,324.30AECOM TECHNICAL SERVICES, INC. SUSPENSION CABLE INSPECT/DESIGN D-17-067 $56,490.15 **THORNTON TOMASETTI, INC. SUSPENSION CABLE INSPECT/DESIGN D-16-022 $43,727.42 **

SUSPENSION CABLE INSPECT/DESIGN TOTAL $100,217.57TD BANK, N.A. SWAP INTEREST PAYMENTS D-14-116 $790,886.70WELLS FARGO BANK, NA SWAP INTEREST PAYMENTS D-14-116 $991,337.13

SWAP INTEREST PAYMENTS TOTAL $1,782,223.83LEXISNEXIS TECHNOLOGY EXPENSE D-15-122 $1,159.00SAP PUBLIC SERVICES INC TECHNOLOGY EXPENSE D-16-085 $3,300.00

TECHNOLOGY EXPENSE TOTAL $4,459.00NETWORKFLEET, INC. TELEPHONE & TELECOM EXPENSE D-17-016 $4,889.10SPRINT TELEPHONE & TELECOM EXPENSE UTILITY $2,358.00THE CONFERENCE GROUP, LLC TELEPHONE & TELECOM EXPENSE UTILITY $294.29THE ERIC RYAN CORPORATION TELEPHONE & TELECOM EXPENSE D-13-088 $548.34VERIZON TELEPHONE & TELECOM EXPENSE UTILITY $22,363.40VERIZON BUSINESS TELEPHONE & TELECOM EXPENSE UTILITY $3,856.20

TELEPHONE & TELECOM EXPENSE TOTAL $34,309.33ACCOUNTANTS FOR YOU, INC TEMPORARY SERVICES D-17-062 $15,139.01PERRY RESOURCES TEMPORARY SERVICES D-17-062 $4,716.78

TEMPORARY SERVICES TOTAL $19,855.79TREASURER-STATE OF NEW JERSEY TESTING AND INSPECTION FEES 25KTHRES $1,820.00

TESTING AND INSPECTION FEES TOTAL $1,820.00TRANSPORTATION RESOURCE ASSOCIATES THREAT VULNERABILITY STUDY D-16-070 $69,527.77

THREAT VULNERABILITY STUDY TOTAL $69,527.77DUNBAR ARMORED INC TOLL DEPOSIT FEES D-14-093 $17,773.68

TOLL DEPOSIT FEES TOTAL $17,773.68CHRISTINE LEWIS TOLL REFUNDS 25KTHRES $15.00LEONARD OUTEN TOLL REFUNDS 25KTHRES $5.00

TOLL REFUNDS TOTAL $20.00HNTB CORPORATION TOWER LINK REHABILITATION D-15-019 $22,648.97 **

TOWER LINK REHABILITATION TOTAL $22,648.97DAKTRONICS, INC TRAFFIC CTRL DEVICES 25KTHRES $10,973.00

TRAFFIC CTRL DEVICES TOTAL $10,973.00TINA M. THOMSON TRAINING COSTS 25KTHRES $21.80

** Capital Expenditures*** Multiple Invoices Page 6 of 8

DELAWARE RIVER PORT AUTHORITYMONTHLY LIST OF PAYMENTS 3/01/18 THRU 3/31/18

MEETING DATE 4/18/2018

VENDOR NAME ITEM DESCRIPTIONRESOLUTION #/ AUTHORIZATION AMOUNT

TRAINING COSTS TOTAL $21.80CAMDEN COUNTY COLLEGE TRAINING REGISTRATION FEES 25KTHRES $3,325.00DAVID J. AUBREY TRAINING REGISTRATION FEES 25KTHRES $280.00MID-ATLANTIC LEEDS TRAINING REGISTRATION FEES 25KTHRES $700.00NEW JERSEY STATE BAR ASSOCIATION TRAINING REGISTRATION FEES 25KTHRES $180.00NEW JERSEY STATE SAFETY COUNCIL TRAINING REGISTRATION FEES 25KTHRES $10.00NJ CRIMINAL INTERDICTIONS LLC TRAINING REGISTRATION FEES 25KTHRES $95.00NJ STATE ASSOC OF CHIEFS OF POLICE TRAINING REGISTRATION FEES 25KTHRES $3,450.00POWERPHONE, INC. TRAINING REGISTRATION FEES 25KTHRES $1,691.00RONALD C. GLIDDEN TRAINING REGISTRATION FEES 25KTHRES $163.00THE PENNSYLVANIA STATE UNIVERSITY TRAINING REGISTRATION FEES 25KTHRES $450.00WELDING TRAINING & INSPECTION TRAINING REGISTRATION FEES 25KTHRES $3,200.00

TRAINING REGISTRATION FEES TOTAL $13,544.00ADAM E. CARMASINE TRAINING TRAVEL COSTS 25KTHRES $23.98AMERICAN AIRLINES INC TRAINING TRAVEL COSTS 25KTHRES $1,218.80ANNA MARIA SALER TRAINING TRAVEL COSTS 25KTHRES $15.26ERIN M. WATTERSON TRAINING TRAVEL COSTS 25KTHRES $604.25GAIL POLK TRAINING TRAVEL COSTS 25KTHRES $21.26GERALD FABER TRAINING TRAVEL COSTS 25KTHRES $68.48KATHLEEN E. HARRIS TRAINING TRAVEL COSTS 25KTHRES $42.97NOEMI C. JONES TRAINING TRAVEL COSTS 25KTHRES $15.26RONALD M. KELLY TRAINING TRAVEL COSTS 25KTHRES $772.50TINA M. THOMSON TRAINING TRAVEL COSTS 25KTHRES $64.31

TRAINING TRAVEL COSTS TOTAL $2,847.07REPUBLIC SERVICES TRASH REMOVAL D-16-081 $3,534.51

TRASH REMOVAL TOTAL $3,534.51ADAM E. CARMASINE TRAVEL EXPENSES 25KTHRES $19.08AISHA I. TOLEDO TRAVEL EXPENSES 25KTHRES $11.99ALEXANDER W. TILSON TRAVEL EXPENSES 25KTHRES $21.80ANTHONY S. FAVAZZA TRAVEL EXPENSES 25KTHRES $10.90BARBARA HOLCOMB TRAVEL EXPENSES 25KTHRES $47.82BRENDA L. GREENE TRAVEL EXPENSES 25KTHRES $274.23CHARLES M. THORP TRAVEL EXPENSES 25KTHRES $21.80CHRISTOPHER KENNEY TRAVEL EXPENSES 25KTHRES $21.80COSTANTINO PARISI TRAVEL EXPENSES 25KTHRES $35.43CURTIS H. JACKSON TRAVEL EXPENSES 25KTHRES $4.91CYNETRA C. LAWS TRAVEL EXPENSES 25KTHRES $9.27DANIELLE WOODARD TRAVEL EXPENSES 25KTHRES $6.54DARYL A. JENIFER TRAVEL EXPENSES 25KTHRES $23.98DOMINICK J. LUCENTE TRAVEL EXPENSES 25KTHRES $3.27DONALD L. TATHAM TRAVEL EXPENSES 25KTHRES $10.90GLORIA J. SIMMONS TRAVEL EXPENSES 25KTHRES $11.99JEFFREY L. GRIM TRAVEL EXPENSES 25KTHRES $20.17JEFFREY R. HARTNETT TRAVEL EXPENSES 25KTHRES $3.27JOHN A. CUJDIK TRAVEL EXPENSES 25KTHRES $10.90JOHN T. HANSON TRAVEL EXPENSES 25KTHRES $145.29KELLY G. ZACHWIEJA TRAVEL EXPENSES 25KTHRES $11.99KIMBERLY A. MARCHELLINO TRAVEL EXPENSES 25KTHRES $14.17MARIANNE STASZEWSKI TRAVEL EXPENSES 25KTHRES $4.91MECCA M. MUSE TRAVEL EXPENSES 25KTHRES $26.16MICHAEL P. VENUTO TRAVEL EXPENSES 25KTHRES $18.27MICHAEL S. PELLEGRINO TRAVEL EXPENSES 25KTHRES $10.90MONICA M. JAMES TRAVEL EXPENSES 25KTHRES $11.99NIASHA N. JORDAN TRAVEL EXPENSES 25KTHRES $4.91NICOLE D. AULETTO TRAVEL EXPENSES 25KTHRES $6.00NJ E-ZPASS CUSTOMER SERVICE CENTER TRAVEL EXPENSES 25KTHRES $300.00PARIS C. COLEY TRAVEL EXPENSES 25KTHRES $6.00PATRICIA A. FULLMER TRAVEL EXPENSES 25KTHRES $23.98RAYMOND J. SANTARELLI TRAVEL EXPENSES 25KTHRES $28.00RAYMOND O. BYARD TRAVEL EXPENSES 25KTHRES $11.99ROBERT MELIKIAN TRAVEL EXPENSES 25KTHRES $25.17ROBERT P. HICKS JR TRAVEL EXPENSES 25KTHRES $68.00ROBIN VALENTINE TRAVEL EXPENSES 25KTHRES $3.27SABRINA M. SPEI TRAVEL EXPENSES 25KTHRES $3.27SEDRICK J. ROBINSON JR TRAVEL EXPENSES 25KTHRES $14.17STEPHANIE A. SCHAFFER TRAVEL EXPENSES 25KTHRES $16.90

** Capital Expenditures*** Multiple Invoices Page 7 of 8

DELAWARE RIVER PORT AUTHORITYMONTHLY LIST OF PAYMENTS 3/01/18 THRU 3/31/18

MEETING DATE 4/18/2018

VENDOR NAME ITEM DESCRIPTIONRESOLUTION #/ AUTHORIZATION AMOUNT

TIFFANY N. WRIGHT TRAVEL EXPENSES 25KTHRES $3.27TIFFANY YOUNG TRAVEL EXPENSES 25KTHRES $11.99TONYELLE K. COOK-ARTIS TRAVEL EXPENSES 25KTHRES $66.94VIJAY PANDYA TRAVEL EXPENSES 25KTHRES $80.00WALTER A. MORRIS TRAVEL EXPENSES 25KTHRES $9.82WILLIAM D. EDWARDS TRAVEL EXPENSES 25KTHRES $11.99

TRAVEL EXPENSES TOTAL $1,509.40DANIEL F. MACKLEY TUITION REIMBURSEMENT EXPENSE 25KTHRES $1,350.00ROBERT J. FINNEGAN TUITION REIMBURSEMENT EXPENSE 25KTHRES $1,822.00

TUITION REIMBURSEMENT EXPENSE TOTAL $3,172.00ACME UNIFORM FOR INDUSTRY UNIFORM EXPENSE 25KTHRES $636.20LANDSMAN UNIFORMS UNIFORM EXPENSE 25KTHRES $882.00PNC UNIFORM EXPENSE 25KTHRES $9,864.36

UNIFORM EXPENSE TOTAL $11,382.56EMPLOYEE PASS THROUGH PAYMENTS UNION DUES, EMPLOYEE CONTRIBUTIONS, ETC. NONE $267,908.82

UNION DUES, EMPLOYEE CONTRIBUTIONS, ETC. TOTAL $267,908.82NAPA AUTO PARTS VEHICLE PARTS FOR REPAIRS D-17-014 $10,471.31WILLIAMS AUTO PARTS VEHICLE PARTS FOR REPAIRS D-17-014 $669.79

VEHICLE PARTS FOR REPAIRS TOTAL $11,141.10BUCKS COUNTY INTERNATIONAL INC VEHICLE REPAIRS - EXTERNAL SERVICES 25KTHRES $7,536.66WINNER FORD VEHICLE REPAIRS - EXTERNAL SERVICES 25KTHRES $495.15

VEHICLE REPAIRS - EXTERNAL SERVICES TOTAL $8,031.81AUTO SUPERWASH INC VEHICLE SUPPLIES 25KTHRES $669.00

VEHICLE SUPPLIES TOTAL $669.00CAMDEN COUNTY MUA WATER & SEWER EXPENSE UTILITY $1,936.09CITY OF CAMDEN WATER & SEWER EXPENSE UTILITY $4,708.65CITY OF PHILA WATER & SEWER EXPENSE UTILITY $6,165.20MERCHANTVILLE-PENNSAUKEN WATER WATER & SEWER EXPENSE UTILITY $1,714.85NEW JERSEY AMERICAN WATER WATER & SEWER EXPENSE UTILITY $798.30

WATER & SEWER EXPENSE TOTAL $15,323.09QUAL-LYNX WORKMEN'S COMPENSATION D-12-098 $81,298.26

WORKMEN'S COMPENSATION TOTAL $81,298.26UNITED ELECTRIC WWB ACCU SHEAR 25KTHRES $2,482.76 **

WWB ACCU SHEAR TOTAL $2,482.76PEIRCE-PHELPS INC WWB FOREMAN'S OFFICE RECONFIGURATION 25KTHRES $2,700.76 **

WWB FOREMAN'S OFFICE RECONFIGURATION TOTAL $2,700.76

$36,184,852.78

** Capital Expenditures*** Multiple Invoices Page 8 of 8

DRPA MONTHLY LIST OF PREVIOUSLY

APPROVED

PURCHASE ORDERS & CONTRACTS

DRPA MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS- MARCH 2018

Purchasing DocumentItem Document DateVendor/supplying plant Material Group Desc. Net Order Value4500007108 395.004500007108 1 3/28/2018 101518 A-1 UNIFORM CITY INC. CLOTHING UNIFORM 48.004500007108 2 3/28/2018 101518 A-1 UNIFORM CITY INC. CLOTHING UNIFORM 80.004500007108 3 3/28/2018 101518 A-1 UNIFORM CITY INC. CLOTHING UNIFORM 84.004500007108 4 3/28/2018 101518 A-1 UNIFORM CITY INC. CLOTHING UNIFORM 18.004500007108 5 3/28/2018 101518 A-1 UNIFORM CITY INC. CLOTHING UNIFORM 37.004500007108 6 3/28/2018 101518 A-1 UNIFORM CITY INC. CLOTHING UNIFORM 18.004500007108 7 3/28/2018 101518 A-1 UNIFORM CITY INC. CLOTHING UNIFORM 110.004500007241 2,206.004500007241 1 3/27/2018 100150 ECOSERVICES, LLC ENG & ASBESTOS SRVS 2,206.00

4500007242 400.004500007242 1 3/27/2018 100643 EHS ENVIRONMENTAL, INC. ENG & ASBESTOS SRVS 400.00

4500007307 2,800.004500007307 1 3/28/2018 101784 FRANC ENVIROMENTAL INC ENV AND ECO SRVS 2,800.00

4500007437 2,333.164500007437 1 3/28/2018 100620 BILLOWS ELEC SUPPLY CO INC ELEC EQP/SUPP-NO CBL 11.00

4500007437 2 3/28/2018 100620 BILLOWS ELEC SUPPLY CO INC ELEC EQP/SUPP-NO CBL 34.48

4500007437 3 3/28/2018 100620 BILLOWS ELEC SUPPLY CO INC ELEC EQP/SUPP-NO CBL 463.39

4500007437 4 3/28/2018 100620 BILLOWS ELEC SUPPLY CO INC ELEC EQP/SUPP-NO CBL 58.08

4500007437 5 3/28/2018 100620 BILLOWS ELEC SUPPLY CO INC ELEC EQP/SUPP-NO CBL 33.03

4500007437 6 3/28/2018 100620 BILLOWS ELEC SUPPLY CO INC ELEC EQP/SUPP-NO CBL 83.12

4500007437 7 3/28/2018 100620 BILLOWS ELEC SUPPLY CO INC ELEC EQP/SUPP-NO CBL 80.16

4500007437 8 3/28/2018 100620 BILLOWS ELEC SUPPLY CO INC ELEC EQP/SUPP-NO CBL 130.00

4500007437 9 3/28/2018 100620 BILLOWS ELEC SUPPLY CO INC ELEC EQP/SUPP-NO CBL 324.66

4500007437 10 3/28/2018 100620 BILLOWS ELEC SUPPLY CO INC ELEC EQP/SUPP-NO CBL 570.15

4500007437 11 3/28/2018 100620 BILLOWS ELEC SUPPLY CO INC ELEC EQP/SUPP-NO CBL 357.06

4500007437 12 3/28/2018 100620 BILLOWS ELEC SUPPLY CO INC ELEC EQP/SUPP-NO CBL 23.51

4500007437 13 3/28/2018 100620 BILLOWS ELEC SUPPLY CO INC ELEC EQP/SUPP-NO CBL 23.01

4500007437 14 3/28/2018 100620 BILLOWS ELEC SUPPLY CO INC ELEC EQP/SUPP-NO CBL 70.04

4500007437 15 3/28/2018 100620 BILLOWS ELEC SUPPLY CO INC ELEC EQP/SUPP-NO CBL 59.81

4500007437 16 3/28/2018 100620 BILLOWS ELEC SUPPLY CO INC ELEC EQP/SUPP-NO CBL 11.66

4500007513 425.004500007513 1 3/5/2018 100525 Y-PERS, INC. JANITORIAL SUPPLIES 425.00

4500007514 600.004500007514 1 3/5/2018 100011 A & A GLOVE & SAFETY CO. JANITORIAL SUPPLIES 600.00

4500007515 9,285.244500007515 1 3/5/2018 100852 EAGLE POINT GUN POLICE EQP AND SUPP 329.854500007515 2 3/5/2018 100852 EAGLE POINT GUN POLICE EQP AND SUPP 730.034500007515 3 3/5/2018 100852 EAGLE POINT GUN POLICE EQP AND SUPP 1,358.284500007515 4 3/5/2018 100852 EAGLE POINT GUN POLICE EQP AND SUPP 4,711.964500007515 5 3/5/2018 100852 EAGLE POINT GUN POLICE EQP AND SUPP 2,155.124500007517 1,737.604500007517 1 3/5/2018 101973 SUPREME SAFETY, INC JANITORIAL SUPPLIES 1,485.60

4500007517 2 3/5/2018 101973 SUPREME SAFETY, INC JANITORIAL SUPPLIES 252.00

4500007523 513.504500007523 1 3/6/2018 101803 TRI-STATE DISTRIBUTORS OF NJ, INC JANITORIAL SUPPLIES 513.50

4500007538 749.604500007538 1 3/8/2018 100735 ARBILL INDUSTRIES INC 1ST AID & SAFETY EQP 216.60

4500007538 2 3/8/2018 100735 ARBILL INDUSTRIES INC 1ST AID & SAFETY EQP 533.00

4500007547 6,196.254500007547 1 3/12/2018 102175 INSIGHT PUBLIC SECTOR, INC DATA PROC SRVS & SW 6,196.254500007555 6,590.004500007555 1 3/12/2018 101178 TRANE U.S. INC. HVAC 6,590.004500007564 24,950.004500007564 1 3/13/2018 101731 FOX MACHINERY ASSOCIATES, INC. MACH/HW, INDUSTRIAL 22,900.004500007564 2 3/13/2018 101731 FOX MACHINERY ASSOCIATES, INC. MISC PROF SRVS 2,050.004500007578 3,520.004500007578 1 3/14/2018 100968 LAWMEN SUPPLY CO OF NEW JERSEY INC POLICE EQP AND SUPP 3,520.004500007579 1,251.354500007579 1 3/14/2018 100530 SHI INTERNATIONAL CORP DATA PROC SRVS & SW 152.35

4500007579 2 3/14/2018 100530 SHI INTERNATIONAL CORP DATA PROC SRVS & SW 1,099.00

4500007581 1,064.164500007581 1 3/14/2018 102030 CUSTOM BANDAG INC. TIRES AND TUBES 1,064.16

4500007604 1,050.004500007604 1 3/16/2018 100968 LAWMEN SUPPLY CO OF NEW JERSEY INC POLICE EQP AND SUPP 1,050.00

DRPA MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS- MARCH 2018

4500007605 1,118.004500007605 1 3/16/2018 100011 A & A GLOVE & SAFETY CO. 1ST AID & SAFETY EQP 128.00

4500007605 2 3/16/2018 100011 A & A GLOVE & SAFETY CO. 1ST AID & SAFETY EQP 990.00

4500007606 656.644500007606 1 3/16/2018 101476 UNITED ELECTRIC ELEC EQP/SUPP-NO CBL 656.64

4500007607 1,638.004500007607 1 3/16/2018 100525 Y-PERS, INC. 1ST AID & SAFETY EQP 1,638.004500007608 1,783.264500007608 1 3/16/2018 100646 W.W. GRAINGER INC. MAINT/REPAIR-ELECT. 98.16

4500007608 2 3/16/2018 100646 W.W. GRAINGER INC. MAINT/REPAIR-ELECT. 104.10

4500007608 3 3/16/2018 100646 W.W. GRAINGER INC. MAINT/REPAIR-ELECT. 61.40

4500007608 4 3/16/2018 100646 W.W. GRAINGER INC. MAINT/REPAIR-ELECT. 110.00

4500007608 5 3/16/2018 100646 W.W. GRAINGER INC. MAINT/REPAIR-ELECT. 141.20

4500007608 6 3/16/2018 100646 W.W. GRAINGER INC. MAINT/REPAIR-ELECT. 72.00

4500007608 7 3/16/2018 100646 W.W. GRAINGER INC. MAINT/REPAIR-ELECT. 95.20

4500007608 8 3/16/2018 100646 W.W. GRAINGER INC. MAINT/REPAIR-ELECT. 266.20

4500007608 9 3/16/2018 100646 W.W. GRAINGER INC. MAINT/REPAIR-ELECT. 57.80

4500007608 10 3/16/2018 100646 W.W. GRAINGER INC. MAINT/REPAIR-ELECT. 258.40

4500007608 11 3/16/2018 100646 W.W. GRAINGER INC. MAINT/REPAIR-ELECT. 74.00

4500007608 12 3/16/2018 100646 W.W. GRAINGER INC. MAINT/REPAIR-ELECT. 331.20

4500007608 13 3/16/2018 100646 W.W. GRAINGER INC. MAINT/REPAIR-ELECT. 113.60

4500007609 434.244500007609 1 3/16/2018 100011 A & A GLOVE & SAFETY CO. CLOTHING UNIFORM 217.124500007609 2 3/16/2018 100011 A & A GLOVE & SAFETY CO. CLOTHING UNIFORM 217.124500007612 240.004500007612 1 3/19/2018 100659 ALAMO GROUP (VA) AUTO ACCESSORIES 240.00

4500007613 1,147.304500007613 1 3/19/2018 101973 SUPREME SAFETY, INC ELEC EQP/SUPP-NO CBL 240.00

4500007613 2 3/19/2018 101973 SUPREME SAFETY, INC ELEC EQP/SUPP-NO CBL 262.50

4500007613 3 3/19/2018 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 244.80

4500007613 4 3/19/2018 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 400.00

4500007614 468.954500007614 1 3/19/2018 102078 POSITIVE PROMOTIONS, INC. MISC PROF SRVS 224.00

4500007614 2 3/19/2018 102078 POSITIVE PROMOTIONS, INC. MISC PROF SRVS 30.00

4500007614 3 3/19/2018 102078 POSITIVE PROMOTIONS, INC. MISC PROF SRVS 135.00

4500007614 4 3/19/2018 102078 POSITIVE PROMOTIONS, INC. MISC PROF SRVS 54.00

4500007614 5 3/19/2018 102078 POSITIVE PROMOTIONS, INC. MISC PROF SRVS 25.95

4500007624 83.604500007624 1 3/19/2018 101095 QUALITY CONCEPTS, INC. CLOTHING UNIFORM 30.004500007624 2 3/19/2018 101095 QUALITY CONCEPTS, INC. CLOTHING UNIFORM 30.004500007624 3 3/19/2018 101095 QUALITY CONCEPTS, INC. CLOTHING UNIFORM 23.604500007637 2,340.004500007637 1 3/20/2018 101476 UNITED ELECTRIC ELEC EQP/SUPP-NO CBL 2,340.004500007640 449.284500007640 1 3/20/2018 100646 W.W. GRAINGER INC. HARDWARE & RELATED 272.88

4500007640 2 3/20/2018 100646 W.W. GRAINGER INC. HARDWARE & RELATED 176.404500007654 618.004500007654 1 3/22/2018 100530 SHI INTERNATIONAL CORP DATA PROC SRVS & SW 618.00

4500007656 1,580.754500007656 1 3/22/2018 101803 TRI-STATE DISTRIBUTORS OF NJ, INC HARDWARE & RELATED 737.504500007656 2 3/22/2018 101803 TRI-STATE DISTRIBUTORS OF NJ, INC HARDWARE & RELATED 186.00

4500007656 3 3/22/2018 101803 TRI-STATE DISTRIBUTORS OF NJ, INC HARDWARE & RELATED 657.25

4500007658 410.904500007658 1 3/22/2018 100530 SHI INTERNATIONAL CORP DATA PROC SRVS & SW 410.904500007660 8,300.004500007660 1 3/22/2018 100620 BILLOWS ELEC SUPPLY CO INC MAINT/REPAIR-ELECT. 5,900.004500007660 2 3/22/2018 100620 BILLOWS ELEC SUPPLY CO INC MAINT/REPAIR-ELECT. 0.004500007660 3 3/22/2018 100620 BILLOWS ELEC SUPPLY CO INC MAINT/REPAIR-ELECT. 2,400.004500007661 4,000.004500007661 1 3/22/2018 100968 LAWMEN SUPPLY CO OF NEW JERSEY INC POLICE EQP AND SUPP 888.004500007661 2 3/22/2018 100968 LAWMEN SUPPLY CO OF NEW JERSEY INC POLICE EQP AND SUPP 600.004500007661 3 3/22/2018 100968 LAWMEN SUPPLY CO OF NEW JERSEY INC POLICE EQP AND SUPP 564.004500007661 4 3/22/2018 100968 LAWMEN SUPPLY CO OF NEW JERSEY INC POLICE EQP AND SUPP 528.004500007661 5 3/22/2018 100968 LAWMEN SUPPLY CO OF NEW JERSEY INC POLICE EQP AND SUPP 380.004500007661 6 3/22/2018 100968 LAWMEN SUPPLY CO OF NEW JERSEY INC POLICE EQP AND SUPP 1,040.004500007662 212.92

DRPA MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS- MARCH 2018

4500007662 1 3/22/2018 101476 UNITED ELECTRIC ELEC EQP/SUPP-NO CBL 111.64

4500007662 2 3/22/2018 101476 UNITED ELECTRIC ELEC EQP/SUPP-NO CBL 78.72

4500007662 3 3/22/2018 101476 UNITED ELECTRIC FASTENERS 22.56

4500007671 11,100.004500007671 1 3/23/2018 101989 YOCOM SHUTTERS & BLINDS MAINT/REPAIR-BLDG 9,300.004500007671 2 3/23/2018 101989 YOCOM SHUTTERS & BLINDS MAINT/REPAIR-BLDG 1,800.004500007672 7,524.004500007672 1 3/29/2018 101785 FUJITEC AMERICA, INC. ELEVATRS & ESCALATRS 7,524.00

4500007674 7,379.204500007674 1 3/23/2018 100221 HOUGH PETROLEUM FUEL/OIL/GREASE 599.004500007674 2 3/23/2018 100221 HOUGH PETROLEUM FUEL/OIL/GREASE 2,083.204500007674 3 3/23/2018 100221 HOUGH PETROLEUM FUEL/OIL/GREASE 729.004500007674 4 3/23/2018 100221 HOUGH PETROLEUM FUEL/OIL/GREASE 3,968.004500007675 972.004500007675 1 3/23/2018 100221 HOUGH PETROLEUM FUEL/OIL/GREASE 972.004500007676 486.004500007676 1 3/23/2018 100221 HOUGH PETROLEUM FUEL/OIL/GREASE 486.004500007678 12,125.004500007678 1 3/23/2018 100221 HOUGH PETROLEUM FUEL/OIL/GREASE 5,990.004500007678 2 3/23/2018 100221 HOUGH PETROLEUM FUEL/OIL/GREASE 1,488.004500007678 3 3/23/2018 100221 HOUGH PETROLEUM FUEL/OIL/GREASE 3,159.004500007678 4 3/23/2018 100221 HOUGH PETROLEUM FUEL/OIL/GREASE 1,488.004500007681 18,817.404500007681 1 3/23/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 9,108.604500007681 2 3/23/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 1,049.604500007681 3 3/23/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 360.004500007681 4 3/23/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 3,762.004500007681 5 3/23/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 4,537.204500007682 670.004500007682 1 3/26/2018 101067 PEMBERTON ELECTRICAL SUPPLY COMPANYELEC EQP/SUPP-NO CBL 260.00

4500007682 2 3/26/2018 101067 PEMBERTON ELECTRICAL SUPPLY COMPANYELEC EQP/SUPP-NO CBL 410.00

4500007684 414.004500007684 1 3/26/2018 100302 MULTIFACET, INC. AUTO ACCESSORIES 414.00

4500007685 2,655.004500007685 1 3/26/2018 101744 GLOBAL EQUIPMENT CO, INC FURNITURE 1,505.704500007685 2 3/26/2018 101744 GLOBAL EQUIPMENT CO, INC FURNITURE 1,149.304500007688 10,000.004500007688 1 3/27/2018 101569 GENUINE PARTS COMPANY AUTO/RELATED TRANSPO 10,000.004500007689 10,000.004500007689 1 3/27/2018 102023 WILLIAMS AUTO PARTS AUTO/RELATED TRANSPO 10,000.004500007694 984.354500007694 1 3/27/2018 100302 MULTIFACET, INC. AUTO ACCESSORIES 474.35

4500007694 2 3/27/2018 100302 MULTIFACET, INC. HARDWARE & RELATED 510.00

4500007695 3,400.004500007695 1 3/27/2018 101190 TRI-M GROUP LLC TRAFFIC CTRL DEVICES 3,400.004500007698 1,021.584500007698 1 3/27/2018 101727 BARTON SUPPLY HVAC 74.00

4500007698 2 3/27/2018 101727 BARTON SUPPLY HVAC 96.40

4500007698 3 3/27/2018 101727 BARTON SUPPLY HVAC 59.60

4500007698 4 3/27/2018 101727 BARTON SUPPLY HVAC 70.80

4500007698 5 3/27/2018 101727 BARTON SUPPLY HVAC 28.50

4500007698 6 3/27/2018 101727 BARTON SUPPLY HVAC 62.50

4500007698 7 3/27/2018 101727 BARTON SUPPLY HVAC 10.20

4500007698 8 3/27/2018 101727 BARTON SUPPLY HVAC 5.16

4500007698 9 3/27/2018 101727 BARTON SUPPLY HVAC 23.00

4500007698 10 3/27/2018 101727 BARTON SUPPLY HVAC 29.80

4500007698 11 3/27/2018 101727 BARTON SUPPLY HVAC 28.26

4500007698 12 3/27/2018 101727 BARTON SUPPLY HVAC 37.00

4500007698 13 3/27/2018 101727 BARTON SUPPLY HVAC 14.52

4500007698 14 3/27/2018 101727 BARTON SUPPLY HVAC 17.52

4500007698 15 3/27/2018 101727 BARTON SUPPLY HVAC 19.32

4500007698 16 3/27/2018 101727 BARTON SUPPLY HVAC 19.32

4500007698 17 3/27/2018 101727 BARTON SUPPLY HVAC 25.92

4500007698 18 3/27/2018 101727 BARTON SUPPLY HVAC 25.56

4500007698 19 3/27/2018 101727 BARTON SUPPLY HVAC 19.50

4500007698 20 3/27/2018 101727 BARTON SUPPLY HVAC 19.50

DRPA MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS- MARCH 2018

4500007698 21 3/27/2018 101727 BARTON SUPPLY HVAC 19.50

4500007698 22 3/27/2018 101727 BARTON SUPPLY HVAC 19.50

4500007698 23 3/27/2018 101727 BARTON SUPPLY HVAC 15.60

4500007698 24 3/27/2018 101727 BARTON SUPPLY HVAC 15.40

4500007698 25 3/27/2018 101727 BARTON SUPPLY HVAC 55.20

4500007698 26 3/27/2018 101727 BARTON SUPPLY HVAC 31.60

4500007698 27 3/27/2018 101727 BARTON SUPPLY HVAC 6.80

4500007698 28 3/27/2018 101727 BARTON SUPPLY HVAC 76.80

4500007698 29 3/27/2018 101727 BARTON SUPPLY HVAC 94.80

4500007714 13,631.204500007714 1 3/28/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 1,681.744500007714 2 3/28/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 1,439.354500007714 3 3/28/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 882.584500007714 4 3/28/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 2,816.524500007714 5 3/28/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 70.584500007714 6 3/28/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 427.034500007714 7 3/28/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 440.584500007714 8 3/28/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 71.294500007714 9 3/28/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 1,681.744500007714 10 3/28/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 1,439.354500007714 11 3/28/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 882.584500007714 12 3/28/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 788.384500007714 13 3/28/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 70.584500007714 14 3/28/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 427.034500007714 15 3/28/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 440.584500007714 16 3/28/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 71.294500007715 93.004500007715 1 3/28/2018 100302 MULTIFACET, INC. HARDWARE & RELATED 93.00

4500007724 220.804500007724 1 3/29/2018 100262 KEYPORT ARMY NAVY CLOTHING UNIFORM 220.804500007725 6,479.944500007725 1 3/29/2018 101365 BEST BUY STORES LP COMP ACCESS./SUPP. 6,479.94

4500007728 17,215.764500007728 1 3/29/2018 101326 DEJANA TRUCK & UTILITY EQUIPMENT LAWN MAINT EQP 266.504500007728 2 3/29/2018 101326 DEJANA TRUCK & UTILITY EQUIPMENT LAWN MAINT EQP 266.504500007728 3 3/29/2018 101326 DEJANA TRUCK & UTILITY EQUIPMENT LAWN MAINT EQP 981.724500007728 4 3/29/2018 101326 DEJANA TRUCK & UTILITY EQUIPMENT LAWN MAINT EQP 981.724500007728 5 3/29/2018 101326 DEJANA TRUCK & UTILITY EQUIPMENT LAWN MAINT EQP 1,902.694500007728 6 3/29/2018 101326 DEJANA TRUCK & UTILITY EQUIPMENT LAWN MAINT EQP 1,902.694500007728 7 3/29/2018 101326 DEJANA TRUCK & UTILITY EQUIPMENT LAWN MAINT EQP 332.914500007728 8 3/29/2018 101326 DEJANA TRUCK & UTILITY EQUIPMENT LAWN MAINT EQP 332.914500007728 9 3/29/2018 101326 DEJANA TRUCK & UTILITY EQUIPMENT LAWN MAINT EQP 120.694500007728 10 3/29/2018 101326 DEJANA TRUCK & UTILITY EQUIPMENT LAWN MAINT EQP 120.694500007728 11 3/29/2018 101326 DEJANA TRUCK & UTILITY EQUIPMENT LAWN MAINT EQP 183.874500007728 12 3/29/2018 101326 DEJANA TRUCK & UTILITY EQUIPMENT LAWN MAINT EQP 183.874500007728 13 3/29/2018 101326 DEJANA TRUCK & UTILITY EQUIPMENT LAWN MAINT EQP 4,819.504500007728 14 3/29/2018 101326 DEJANA TRUCK & UTILITY EQUIPMENT LAWN MAINT EQP 4,819.504500007733 5,320.004500007733 1 3/29/2018 100448 TACTICAL PUBLIC SAFETY POLICE EQP AND SUPP 5,320.004500007734 500.004500007734 1 3/29/2018 100772 BROWN'S GRAPHIC SOLUTIONS, INC OFFICE SUPPLIES 500.00

4500007736 1,552.004500007736 1 3/29/2018 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC TV EQP AND ACCESS 788.004500007736 2 3/29/2018 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC TV EQP AND ACCESS 524.004500007736 3 3/29/2018 100411 SCHNEIDER ELECTRIC BUILDINGS AMERIC TV EQP AND ACCESS 240.004500007737 2,200.004500007737 1 3/29/2018 101956 BIDDLE CONSULTING GROUP, INC DATA PROC SRVS & SW 2,200.00

4500007738 8,372.804500007738 1 3/29/2018 102175 INSIGHT PUBLIC SECTOR, INC DATA PROC SRVS & SW 8,372.804500007739 3,311.574500007739 1 3/29/2018 102029 BRUCE'S COLLISION CENTER AUTO BODY/ACS PRTS 3,311.574500007740 6,037.894500007740 1 3/29/2018 100837 DELL MARKETING L.P. DATA PROC SRVS & SW 1,393.364500007740 2 3/29/2018 100837 DELL MARKETING L.P. DATA PROC SRVS & SW 4,423.364500007740 3 3/29/2018 100837 DELL MARKETING L.P. DATA PROC SRVS & SW 221.17

OPERATIONS & MAINTENANCE

COMMITTEE

Page 1 of 4

DELAWARE RIVER PORT AUTHORITYOperations & Maintenance Committee Meeting

One Port Center2 Riverside DriveCamden, New JerseyTuesday, April 3, 2018

Commissioners:Albert Frattali, Chairman of the Operations & Maintenance CommitteeE. Frank DiAntonioRobert Borski, Esq. (via telephone)Joseph Martz (via telephone)Richard SweeneyCharles Fentress (via telephone)

DRPA/PATCO Staff:John Hanson, Chief Executive Officer/PresidentMaria Wing, Deputy Chief Executive OfficerRaymond J. Santarelli, General Counsel and Corporate SecretaryNarisa Sasitorn, Deputy General CounselStephen Holden, Deputy General CounselKathleen Vandy, Assistant General CounselGerald Faber, Assistant General CounselMonica Gibbs, Assistant General CounselRobert Hicks, Chief Operating OfficerMichael Venuto, Chief EngineerNicole Ochroch, Associate EngineerJack Stief, Chief of Police, Public SafetyDavid Aubrey, Acting Inspector General, OIGAmy Ash, Manager, Contract AdministrationRick Mosback, Director, Procurement for DRPA/PATCOKyle Anderson, Director, Corporate CommunicationsJohn Rink, General Manager, PATCORohan Hepkins, Assistant General Manager, PATCOSheila Milner, Administrative Coordinator, OGCElizabeth Saylor, Administrative Coordinator, OGC

Page 2 of 4

Others Present:Craig Ambrose, Assistant Counsel, New Jersey Governor’s Authorities Unit

CALL TO ORDER

Committee Chairman Frattali called the meeting of the Operations & Maintenance Committee ofthe Delaware River Port Authority to order at 9:02 a.m. and asked the Corporate Secretary to callthe roll.

ROLL CALL

The following Commissioners were present, constituting a quorum: Frattali, Martz, Borski,Sweeney, DiAntonio and Fentress.

OPEN SESSION

A. Summary Statements and Resolutions for Consideration

1) Contract No. WW-27-2016, Walt Whitman Bridge Sign Gantry Rehabilitation

2) Construction Monitoring Services for Contract No. WW-27-2016, WaltWhitman Bridge Sign Gantry Rehabilitation

Chief Engineer Venuto reported that Summary Statements and Resolutions (1) and (2) were beingremoved from the agenda as these items needed more time for review. He stated that theResolutions would be brought back to the Committee next month.

3) Snow Removal Services for PATCO New Jersey Locations on an As-Needed Basis

General Manager Rink presented a Summary Statement and Resolution that the Board authorizestaff to negotiate a three- (3) year contract, with an option to extend the agreement for one (1)additional year, with JPC Group in the amount $300,000.00 per year. He stated that assistancewith snow removal is typically only needed when snowfall is greater than eight inches.Commissioner DiAntonio moved to forward the matter to the Board for consideration andCommissioner Sweeney seconded the motion. There were no questions or comments. All otherCommissioners in attendance voted to approve the motion.

4) Towing Services for Bridge Facilities, OPC Parking Lot, and PATCO Parking Lots

Chairman Frattali reported that the above listed Summary Statement and Resolution was beingremoved from the agenda as there are issues that needed to be addressed. He stated that theResolution could be brought back to the Committee next month.

Page 3 of 4

B. General Discussion

There were three (3) items for General Discussion.

1) BR-18-2016, Betsy Ross Bridge Administration Building Air Handling UnitReplacement Project

Chief Engineer Venuto reported that Change Order #1, the final Change Order of the contract, wasa credit of $25,000 from the project’s site coordination and unforeseen conditions amount. Healso reported the project was given a cost-free time extension of 156 days due to DRPA’s need totie the unit into its fire alarm system and perform testing.

2) 14-N PATCO Lindenwold Yard and Viaduct Rehabilitation

Chief Engineer Venuto reported that Change Order #2, the final Change Order on the contract,was to allocate approximately $150,136.52 out of the contract’s site coordination and unforeseenconditions amount to four (4) items: (1) lighting adjustment which was not included in design inthe amount of $9,000.00; (2) installation of photocells on the wallpack units in the yard for$4,079.36; (3) anchoring third rail on the steep grades and adding some additional anchors on thethird rail in the amount of $4,507.17; and (4) the removal of old work equipment and passengercars in the yard in the amount $132,550.00.

3) Asset Management Program

Chief Executive Officer Hanson introduced a presentation regarding the DRPA AssetManagement Program. Mr. Hanson, Mr. Venuto and Associate Engineer Ochroch discussed theprogram and its anticipated benefits.

EXECUTIVE SESSION

Chairman Frattali announced that the Committee would meet in Executive Session and requestedthat Corporate Secretary Santarelli provide a description of the matters to be discussed. Mr.Santarelli stated that the general subjects to be discussed in Executive Session included pendingor anticipated litigation, pending or anticipated contract negotiations, and matters within theattorney-client privilege. Commissioner Sweeney moved to meet in Executive Session andCommissioner DiAntonio seconded the motion. All Commissioners in attendance voted toapprove the motion and the committee meeting moved into Executive Session at 9:38 a.m.

The Committee met in Executive Session.

Commissioner Sweeney moved to close Executive Session and Commissioner DiAntonioseconded the motion. All Commissioners in attendance voted to approve the motion and thecommittee meeting moved back into Open Session at 10:03 a.m.

Page 4 of 4

OPEN SESSION

Chief Executive Officer Hanson state that under his Emergency Powers he had approvedemergency repair work on the Benjamin Franklin Bridge.

ADJOURNMENT

With no further business, Commissioner DiAntonio moved to adjourn the meeting andCommissioner Sweeney seconded the motion. All Commissioners in attendance voted to approvethe motion and the meeting adjourned at 10:09 a.m.

LABOR COMMITTEE

Page 1 of 2

DELAWARE RIVER PORT AUTHORITYLabor Committee Meeting

One Port Center2 Riverside DriveCamden, New JerseyTuesday, April 3, 2018

Commissioners:Al Frattali, Acting Chair for Chairman Ryan BoyerSean Murphy, Esq., (for Pennsylvania Auditor General Eugene DePasquale; via telephone)E. Frank DiAntonioRichard SweeneyCharles Fentress (via telephone)

Others Present:Craig Ambrose, Assistant Counsel, New Jersey Governor’s Authorities Unit

DRPA/PATCO Staff:John Hanson, Chief Executive Officer/PresidentMaria Wing, Deputy Chief Executive OfficerRaymond Santarelli, General Counsel and Corporate SecretaryNarisa Sasitorn, Deputy General CounselStephen Holden, Deputy General CounselMonica Gibbs, Assistant General CounselToni Brown, Chief Administrative OfficerRobert Hicks, Chief Operating OfficerJames White, Chief Financial OfficerJack Stief, Chief, Public SafetyJohn Rink, General Manager, PATCORohan Hepkins, Assistant General Manager, PATCOSheila Milner, Administrative Coordinator, OGCElizabeth Saylor, Administrative Coordinator, OGC

CALL TO ORDERActing Chair Frattali called the meeting of the Labor Committee of the Delaware River PortAuthority to order at 10:20 a.m. and asked the Corporate Secretary to call the roll.

ROLL CALL

The following Commissioners were present, constituting a quorum: Frattali, Murphy, Sweeney,Fentress and DiAntonio.

Page 2 of 2

OPEN SESSION

Acting Chair Frattali announced that the Committee would be meeting in Executive Session andrequested Corporate Secretary Mr. Santarelli to provide a description of the matters to bediscussed. Mr. Santarelli stated that the general subjects to be discussed in Executive Sessionincluded the status of contract negotiations and personnel actions. Commissioner DiAntoniomoved to meet in Executive Session and Commissioner Sweeney seconded the motion. AllCommissioners in attendance voted to approve the motion. The Labor Committee Meetingmoved into Executive Session at 10:22 a.m.

EXECUTIVE SESSION

The Committee met in Executive Session.

Commissioner DiAntonio moved to close Executive Session and Commissioner Sweeneyseconded the motion. All Commissioners in attendance voted to approve the motion and theCommittee moved back into Open Session at 10:39 a.m.

OPEN SESSION

ADJOURNMENT

With no further business, Commissioner DiAntonio moved to adjourn the meeting andCommissioner Sweeney seconded the motion. All Commissioners in attendance voted toapprove the motion and the meeting adjourned at 10:40 a.m.

FINANCE COMMITTEE

Page 1 of 3

DELAWARE RIVER PORT AUTHORITYFinance Committee Meeting – 9:00 a.m.

One Port Center2 Riverside DriveCamden, New JerseyWednesday, April 4, 2018

Commissioners:Jeffrey Nash, Esq., Finance Committee ChairmanDonna PowellRobert Borski, Esq. (for Pennsylvania Treasurer Joseph Torsella)Joseph Martz (via telephone)Christopher Lewis, Esq. (via telephone)Aaron Nelson (for Rick Taylor)Frank DiAntonioCharles Fentress

DRPA/PATCO Staff:John Hanson, Chief Executive Officer/PresidentMaria Wing, Deputy Chief Executive OfficerRaymond Santarelli, General Counsel and Corporate SecretaryNarisa Sasitorn, Deputy General CounselSteve Holden, Deputy General CounselKathleen Vandy, Assistant General CounselRobert Hicks, Chief Operating OfficerJames White, Chief Financial OfficerJohn Rink, General Manager, PATCORohan Hepkins, Assistant General Manager, PATCOKevin LaMarca, Director, Information ServicesJohn Lotierzo, Director, FinanceOrville Parker, Acting Director of Revenue, FinanceMark Ciechon, Director, Finance, PATCODavid Aubrey, Acting Inspector General, OIGRichard Mosback, Director, Procurement DRPA/PATCOKyle Anderson, Director, Corporate CommunicationsSheila Milner, Administrative Coordinator, OGCElizabeth Saylor, Administrative Coordinator, OGC

Others Present:Craig Ambrose, Assistant Counsel, New Jersey Governor’s Authorities UnitJoEllyn Powell, Wells FargoCraig Hrinkevich, Wells FargoCharnelle Hicks, CH Planning

Page 2 of 3

CALL TO ORDERChairman Nash called the meeting of the Finance Committee of the Delaware River Port Authorityto order at 9:07 a.m. and asked the Corporate Secretary to call the roll.

ROLL CALLThe following Commissioners were present, constituting a quorum: Nash, Borski, Martz, Lewis,Powell, Nelson, DiAntonio and Fentress.

OPEN SESSION

A. Financial Update

Chief Financial Officer/Treasurer White highlighted several areas from the DRPA/PATCOUnaudited Financial Summary, which had been previously provided to all Committee members.Mr. White stated that an independent audit of the Finance Department began last week and thedepartment is in the process with finalizing the Annual Report. He reported that, as required byits Compact, the Authority sent copies of its unaudited Annual Report to the Governors andLegislatures of the State of New Jersey and the Commonwealth of Pennsylvania in time to meetits March 31, 2018 deadline. Mr. White also discussed DRPA bridge traffic and revenues andPATCO ridership and net passenger revenues from January through March 2018. He stated thatthere was a $5.7M contribution made into the Capital Fund and that in January we renewed ourLOC with Barclays with its expiration date of March 18, 2022.

B. Summary Statements and Resolutions for Consideration

Chairman Nash stated that there were two Summary Statements and Resolutions for consideration:

1) Microsoft Enterprise Agreement Renewal

Director of Information Services LaMarca presented a Summary Statement and Resolution thatthe Board authorize staff to negotiate a three (3) year contract with SHI International Corp. for anamount not to exceed $765,979.14. This contract will provide DRPA and PATCO with thenecessary features for productivity, support, tools, security and training of all licensed Microsoftproducts. This contract will be negotiated with State of New Jersey pricing under Contract #ITS58,subcontract #89851. Commissioner Borski moved to forward the matter to the Board forconsideration and Commissioner Fentress seconded the motion. There were no further questionsor comments. All Commissioners in attendance voted to approve the motion.

2) Authorization for Allocation and Utilization of Remaining PDP Bond Proceedsfor Ongoing Victor Lofts Project Environmental Remediation and Debt Services

Chief Financial Officer White presented a Summary Statement and Resolution that the Boardauthorize staff to reallocate remaining unspent monies derived from certain of the Authority’spreviously issued Port District Project Bonds to: (i) the Authority’s General Fund for the purposeof providing dedicated funding for the Authority’s continuing obligation to comply with existingcontractual and legal obligations related to the resolution of an environmental insurance claim in

Page 3 of 3

connection with the “Victor Lofts” redevelopment project and, in connection therewith, establisha separate unrestricted account or subaccount in the General Fund for such purpose; and, (2) tothe payment of debt service for outstanding Port District Project Funds of the Authority.Commissioner Fentress moved to forward the matter to the Board for consideration andCommissioner Borski seconded the motion. There were no further questions or comments. AllCommissioners in attendance voted to approve the motion.

EXECUTIVE SESSION

Chairman Nash announced the Committee would meet in Executive Session and requested theCorporate Secretary to provide a description of the matters to be discussed therein. The CorporateSecretary stated that the general subjects to be discussed in Executive Session related to pendingor anticipated contract negotiations as well as matters falling under the attorney-client privilege.Commissioner Fentress moved to go into Executive Session and Commissioner Powell secondedthe motion. All Commissioners in attendance voted to approve the motion and the Committeemoved into Executive Session at 9:35 a.m.

Commissioner Fentress moved to close Executive Session and Commissioner Borski seconded themotion. All Commissioners in attendance voted to approve the motion and the committee meetingmoved back into Open Session at 10:02 a.m.

OPEN SESSION

ADJOURNMENT

There being no further business, Commissioner Fentress moved to adjourn the meeting andCommissioner DiAntonio seconded the motion. All Commissioners in attendance voted toapprove the motion and the meeting adjourned at 10:02 a.m.

SUMMARY STATEMENT

ITEM NO.: DRPA-18-045 SUBJECT: Microsoft EnterpriseAgreement Renewal

COMMITTEE: Finance

COMMITTEE MEETING DATE: April 4, 2018

BOARD ACTION DATE: April 18, 2018

PROPOSAL: That the Board authorizes staff to negotiate a three (3) year contractwith SHI International Corp. for an amount not to exceed 765,979.14,negotiated with State of New Jersey pricing under Contract #ITS58,subcontract #89851.

Other bidders:Dell $782,625.73CDW $785,108.52PCMG $808,749.84Insight No Bid

PURPOSE: The renewal of our Enterprise Agreement will provide the DRPA andPATCO with the necessary features for productivity, support, tools,security, and training of all licensed Microsoft products. The renewalof agreement provides the DRPA and PATCO with many benefitsincluding enabling the DRPA and PATCO to deploy new releases ofsoftware, desktop deployment planning services, training vouchers,TechNet and 24x7 problem resolution.

BACKGROUND: Since moving to Microsoft in 2003, the Microsoft Enterprise Agreementprovides the DRPA and PATCO with Microsoft’s operating systemsoftware, desktop productivity software, network support software,and e-mail platform. The purpose of that agreement was to standardizethe DRPA and PATCO on Microsoft software products for ourdesktops, servers, networks, and e-mail. By entering into the MicrosoftEnterprise Agreement, the DRPA and PATCO were able to: 1) greatlyimprove external communications through standardization on widelyused software, 2) provide rights to all upgrades and enhancements tothe software packages covered under the agreement for the term of theagreement, 3) afford the best possible price for the software byparticipating in a state contract agreement with NJ.

SUMMARY STATEMENT -2- Microsoft Enterprise AgreementFinance 4/4/18 Renewal______________________________________________________________________________

Staff therefore recommends negotiating a three (3) contract with SHIInternational Corp., for an amount not to exceed $765,979.14,negotiated with State of New Jersey pricing under Contract #ITS58,subcontract #89851.

SUMMARY: Amount: $765,979.14Source of Funds: Revenue FundCapital Project #: N/AOperating Budget:Master Plan Status: N/AOther Fund Sources: N/ADuration of Contract: June 1, 2018 through May 31, 2021Other Parties Involved: N/A

DRPA-18-045Committee Date: April 4, 2018

Board Date: April 18, 2018Microsoft Enterprise Agreement Renewal

RESOLUTION

RESOLVED: That the Board authorizes staff to negotiate a three (3) year contractwith SHI International Corp., for an amount not to exceed $765,979.14,negotiated with State of New Jersey pricing under Contract #ITS58,subcontract #89851.

RESOLVED: That the Chair, Vice Chair and Chief Executive Officer of DRPAmust approve and are hereby authorized to approve and execute suchdocuments, deeds, agreements or contracts on behalf of the DRPA.That the Chair, Vice Chair and the President of PATCO must approveand are hereby authorized to approve and execute such documents,deeds, agreements or contracts on behalf of the PATCO. If either theChair or Vice Chair is absent or unavailable the remaining officer mayact for the DRPA along with Chief Executive Officer or the Presidentof PATCO respectively. If both the Chair and Vice Chair are absentor unavailable, then the Chief Executive Officer shall act for the DRPAand the President shall act for PATCO.

SUMMARY: Amount: $765,979.14Source of Funds: Revenue FundCapital Project #: N/AOperating Budget: 2018 DRPA 780200 – Data ProcessingMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: June 01, 2018 through May 31, 2021Other Parties Involved: N/A

SUMMARY STATEMENT

ITEM NO.: DRPA-18-046 SUBJECT: Authorization for Allocationand Utilization of Remaining PDP BondProceeds for Ongoing Victor Lofts ProjectEnvironmental Remediation and DebtService

COMMITTEE: Finance

COMMITTEE MEETING DATE: April 4, 2018

BOARD ACTION DATE: April 18, 2018

PROPOSAL: That the Board authorizes the Authority’s staff to relocate remainingunspent monies derived from certain of the Authority's previously issuedPort District Project Bonds: (i) to the Authority's General Fund for thepurpose of providing dedicated funding for the Authority's continuingobligation to comply with existing contractual and legal obligationsrelated to the resolution of an environmental insurance claim inconnection with the "Victor Lofts" redevelopment project and, inconnection therewith, establish a separate unrestricted account orsubaccount in the General Fund for such purpose; and (ii) to thepayment of debt service for certain outstanding Port District ProjectBonds of the Authority.

PURPOSE: Allocate certain remaining unspent Port District Project Bond proceeds:(i) to provide dedicated funding for potential future costs associatedwith the Authority's continuing contractual and legal obligationsassociated with environmental insurance claim obligations related to theVictor Lofts project and, in connection therewith, establish a separateunrestricted account or subaccount within the Authority’s GeneralFund; and (ii) pay debt service for certain outstanding Port DistrictProject Bonds.

BACKGROUND: In February 2001, the Board of Commissioners ("Board") of theDelaware River Port Authority ("Authority") approved the expenditureof funds to be utilized in connection with the completion of theenvironmental remediation of the Victor Lofts site (formerly the HistoricNipper Building) necessary to support the conversion of the building into300 market rate residential apartments. As part of the Authority'sparticipation in (and obligations related to) the Victor Loftsredevelopment project, the Authority purchased insurance through anAIG Company, Commerce and Industry Insurance Company (now

SUMMARY STATEMENT Authorization for AllocationFinance 4/4/2018 and Utilization of Remaining PDP Bond

Proceeds for Ongoing Victor Lofts ProjectEnvironmental Remediation and Debt

known as Chartis Insurance Company ("CIC")), to cover certain costs.

CIC initially approved claims submitted under the policy purchased bythe Authority. However, in March of 2008, CIC began to deny coverage.As a result, the Authority pursued a claim against CIC for coverage.

Recognizing the continuing monetary obligations related to the VictorLofts project, the Authority, through its environmental consultant andother professional advisors, estimated that additional expenses forremediation activities to be performed at the site would be incurred, withsuch possible expenses to be incurred prior to the time the insuranceclaim was expected to be resolved.

In order to fund such future costs, pursuant to DRPA-09-092 dulyadopted by the Board on December 9, 2009, the Authority allocated$500,000 of the proceeds held in the Project Fund held and maintainedby TD Bank, National Association, as trustee ("Trustee") pursuant tothe Trust Indenture, dated December 1, 2001 ("2001 PDP TrustIndenture"), which 2001 PDP Trust Indenture authorized the issuanceand sale of the Authority's Port District Project Bonds Series 2001A("2001A PDP Bonds"). The 2001A PDP Bonds have subsequently beendefeased and redeemed are, therefore, no longer outstanding. As aresult, monies originally held and maintained by the Trustee pursuant tothe 2001 PDP Trust Indenture are permitted to be released from the lienof the 2001 PDP Trust Indenture and transferred to the Authority'sGeneral Fund.

In particular, approximately $563,000 of unexpended proceeds allocableto the Victor Lofts environmental remediation obligations remain withthe Trustee, which, based upon the recommendation of the FinanceCommittee, the Authority has determined to release and deposit in theGeneral Fund to be utilized for the specific purpose of paying remainingenvironmental obligations of the Authority related to the Victor Loftsproject. In furtherance thereof, the Board is now desirous of creatingand establishing within the General Fund a specific unrestrictedcustodial account or subaccount to be held and maintained, initially, byTD Bank, National Association to ensure the availability of funds forsuch purpose, it being acknowledged that all monies deposited in anysuch account or subaccount would be available to the Authority for anyother lawful purpose of the Authority if and when required.

SUMMARY STATEMENT Authorization for AllocationFinance 4/4/2018 and Utilization of Remaining PDP Bond

Proceeds for Ongoing Victor Lofts ProjectEnvironmental Remediation and Debt

In addition to the foregoing, pursuant to: (i) an Indenture of Trust,dated as of August 15, 1998, between the Authority and the Trustee("1998 PDP Trust Indenture"), the Authority issued its Port DistrictProject Bonds, Series B of 1998 ("1998B PDP Bonds"); (ii) an Indentureof Trust, dated as of December 1, 1999, between the Authority and theTrustee ("1999 PDP Indenture"), the Authority issued its Port DistrictProject Bonds, Series B of 1999 ("1999B PDP Bonds"); and (iii) the 2001PDP Trust Indenture, the Authority issued its Port District Bonds, Series2001B ("2001B PDP Bonds"). As of the date hereof, approximately$5,000 of unspent proceeds of the 1998B PDP Bonds, the 1999B PDPBonds and the 2001B PDP Bonds remain on deposit with the Trustee("1998B/1999B/2001B Unexpended Proceeds").

Pursuant to the Indenture of Trust, dated as of December 1, 2012,between the Authority and the Trustee ("2012 PDP Indenture"), theAuthority issued its Port District Project Refunding Bonds, Series 2012("2012 PDP Bonds"), the proceeds of which were used, in part, to refundthe 1998B PDP Bonds, the 1999B PDP Bonds and the 2001B PDP Bonds.As a result thereof, none of the 1998B PDP Bonds, the 1999B PDPBonds or the 2001B PDP Bonds remain outstanding and anyunexpended proceeds thereof are permitted to be released from the liensof the 1998 Trust Indenture, the 1999 Trust Indenture and the 2001 PDPTrust Indenture and utilized for any corporate purpose of the Authority.

Upon recommendation of the Finance Committee, the Board has herebydetermined to utilize the 1998B/1999B/2001B Unexpended Proceeds forthe purpose of paying debt service on the 2012 PDP Bonds, on the nextapplicable principal and/or interest payment date thereof.

SUMMARY STATEMENT Authorization for AllocationFinance 4/4/2018 and Utilization of Remaining PDP Bond

Proceeds for Ongoing Victor Lofts ProjectEnvironmental Remediation and Debt

SUMMARY: Amount: $568,000Source of Funds: 1998B PDP Bonds; 1999B PDP Bonds;

2001A PDP Bonds; 2001B PDP Bonds;General Fund

Capital Project #: N/AOperating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: N/A

DRPA-18-046Finance Committee: April 4, 2018

Board Date: April 18, 2018Authorization for Allocation and Utilization of

Remaining PDP Bond Proceeds for Ongoing Victor LoftsProject Environmental Remediation and Debt Service

RESOLUTION

RESOLVED: That the Board of Commissioners ("Board") of the Delaware River PortAuthority ("Authority") hereby authorizes Authority staff to: (i)allocate to the Authority's General Fund $563,000 of unspent proceedsfrom the Authority's Port District Project Bonds, Series 2001A ("2001APDP Bonds") allocable to Authority's existing environmentalremediation obligations related to the Victor Lofts to be utilized for thespecific purpose of paying ongoing expenses related to the Authority'sremaining environmental obligations for which the Authority may havecontractual or other legal responsibility; and (ii) allocate to the paymentof debt service on the Authority's outstanding Port District ProjectRefunding Bonds, Series 2012 ("2012 PDP Bonds"), approximately$5,000 of unspent proceeds from the Authority's Port District ProjectBonds, Series B of 1998, Port District Project Bonds, Series B of 1999and Port District Project Bonds, Series 2001B; and be it further

RESOLVED: That the Board authorizes Authority staff to establish the creation of aseparate unrestricted custodial account or subaccount within theGeneral Fund (such custodial account or subaccount to be, initially,established with TD Bank, National Association, as custodian) and may,for the purpose of paying ongoing expenses related to the Authority'sremaining Victor Lofts environmental obligations for which theAuthority may have contractual or other legal responsibility, it beingacknowledged that all monies deposited in any such account orsubaccount would be available to the Authority for any other lawfulpurpose of the Authority if and when required; and be it further

RESOLVED: The Chair, Vice Chair and the Chief Executive Officer are each herebyauthorized to approve and execute all necessary agreements, contracts,or other documents on behalf of the Authority to allocate the fundsdescribed in this Resolution to the General Fund, to allocate funds forthe payment of debt service on the 2012 PDP Bonds and to establish andcreate the account or subaccount authorized hereby. If such agreements,contracts, or other documents have been approved by the Chair, ViceChair and Chief Executive Officer and if thereafter either the Chair or

Vice Chair is absent or unavailable, the remaining Officer may executethe said document(s) on behalf of Authority along with the ChiefExecutive Officer. If both the Chair and Vice Chair are absent orunavailable, and if it is necessary to execute the said document(s) whilethey are absent or unavailable, then the Chief Executive Officer shallexecute such documents on behalf of Authority. If the Chair, Vice Chairand Chief Executive Officer are absent or unavailable, and if it isnecessary to execute the said document(s) while they are absent orunavailable, then the Chief Financial Officer/Treasurer shall executesuch documents on behalf of Authority.

SUMMARY: Amount: $568,000Source of Funds: 1998B PDP Bonds; 1999B PDP Bonds;

2001A PDP Bonds; 2001B PDP Bonds;General Fund

Capital Project #: N/AOperating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: N/A

NEW BUSINESS

SUMMARY STATEMENT

ITEM NO.: DRPA-18-047 SUBJECT: Consideration of Pending DRPAContracts (Between $25,000 and $100,000)

COMMITTEE: New Business

COMMITTEE MEETING DATE: N/A

BOARD ACTION DATE: April 18, 2018

PROPOSAL: That the Board consider authorizing staff to enter into contracts as shownon the Attachment to this Resolution.

PURPOSE: To permit staff to continue and maintain DRPA operations in a safe andorderly manner.

BACKGROUND: At the Meeting held August 18, 2010 the DRPA Commission adoptedResolution 10-046 providing that all DRPA contracts must be adopted at anopen meeting of the DRPA Board. The Board proposed modifications tothat Resolution at its meeting of September 15, 2010; specifically that allcontracts between $25,000 and $100,000 be brought to the Board forapproval. The contracts are listed on the Attachment hereto with theunderstanding that the Board may be willing to consider all of thesecontracts at one time, but if any member of the Board wishes to remove anyone or more items from the list for separate consideration, each memberwill have that privilege.

SUMMARY: Amount: N/ASource of Funds: See Attached ListCapital Project #: N/AOperating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: N/A

DRPA-18-047New Business: April 18, 2018

Board Date: April 18, 2018Consideration of Pending DRPA Contracts

(Between $25,000 and $100,000)

RESOLUTION

RESOLVED: That the Board authorizes and directs that subject to approval by theChair, Vice Chair, General Counsel and the Chief Executive Officer,staff proceed to negotiate and enter into the contracts listed on theAttachment hereto.

SUMMARY: Amount: N/ASource of Funds: See Attached ListCapital Project #: N/AOperating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: N/A

CONSIDERATION OF PENDING DRPA CONTRACTS (VALUED BETWEEN $25,000 - $100,000) – April 18, 2018

DRPA

Item # Vendor/Contractor Description Amount Procurement Method Bids Received Bid Amounts Source of Funds

1 Dell Marketing LPRound Rock, TX

Purchase of MicrosoftPremium Support. Anend-to-end supportsolution that offers directaccess to Microsofttechnical experts.Dedicated support teamproviding 24/7assistance.

$70,775.00 In Accordance with New JerseyState Contract #89850, Index #M-0003

1. Dell Marketing LPRound Rock, TX

1. $70,775.00 Revenue Fund

2 Eplus Technology Inc.Newtown, PA

Purchase of Hardwareand SoftwareMaintenance in supportof DRPA criticalsystems, Banner,Computer AidedDispatch, Fleet, Toll andData Security.

$60,976.80 In Accordance with New JerseyState Contract #88130, Index M-7000, NJ HP NASPO Contract#AR1464

1. Eplus Technologiy, Inc.Newtown, PA

1. $60,976.80 Revenue Fund

3 Intercon Truck EquipmentAston, PA

Purchase of Two (2)Warner Utility Bodies forFord F-350's, Two (2)

Tommy Gate - LiftGates, and ReversingTransmission and HighRail Gear for PATCOBucket Truck

$84,600.50 In Accordance with Commonwealthof PA Co-Stars Contract # 025-031

1. Intercon Truck EquipmentAston, PA

1. $84,600.50 General Fund

4 Tactical Public SafetyWest Berlin, NJ

Purchase of Forty-One(41) Harris Portable700/800 MHZ Radios

$89,298.82 In Accordance with Commonwealthof PA Contract # 4400016340

1. Tactical Public SafetyWest Berlin, NJ

1. $89,298.82 General Fund

5 Billows Electric SupplyCompany, Inc.Haddon Heights, NJ

Fabrication and Deliveryof Fifteen (15) gantrypower panel chassisretrofits for theCommodore BarryBridge.

$40,635.00 Competitive Formal Bid - Invitationfor Bid DRPA-05-2018 was publiclyadvertised and issued to thirteen(13) prospective bidders. Two (2)bids were received and publiclyopened on March 29, 2018.

1. Billows Electric SupplyCompany, Inc.Haddon Heights, NJ

2. United ElectricAtco, NJ

1. $40,635.00

2. $46,882.05

General Fund

DELAWARE RIVER PORT AUTHORITY

&PORT AUTHORITY TRANSIT CORP.

BOARD MEETING

Wednesday, April 18, 20189:00 a.m.

One Port CenterBoard RoomCamden, NJ

John T. Hanson, Chief Executive Officer

PATCO BOARD

PORT AUTHORITY TRANSIT CORPORATIONBOARD MEETING

Wednesday, April 18, 2018 at 9:00 a.m.One Port Center, 11th Floor, Board Room

Camden, New Jersey

ORDER OF BUSINESS

1. Roll Call

2. Public Comment

3. Report of the General Manager – April 2018

4. Approval of March 28, 2018 Board Meeting Minutes

5. Monthly List of Previously Approved Payments of March 2018

6. Monthly List of Previously Approved Purchase Orders and Contracts of March2018

7. Approval of Operations & Maintenance Committee Meeting Minutes of April 3,2018

8. Adopt Resolutions Approved by Operations & Maintenance Committee ofApril 3, 2018

PATCO-18-010 Snow Removal Services for PATCO New JerseyLocations on an As-Needed Basis

9. Unfinished Business

10. New Business

PATCO-18-011 Consideration of Pending PATCO Contracts(Between $25,000 and $100,000)

11. Executive Session

12. Adjournment

GENERAL MANAGER’S REPORT

REPORT OF THE GENERAL MANAGER

As stewards of public assets, we provide for the safe and efficient operation

of transportation services and facilities in a manner that creates value for the public we serve.

April 18, 2018

To the Commissioners: The following is a summary of recent PATCO activities, with supplemental information attached. HIGHLIGHTS

SERVICE Station Amenity Enhancement – As part of our on-going effort to respond to our customers’ changing needs, we have installed two Mobile Device Charging Stations in the westbound head houses at Woodcrest. Initial customer feedback has been very positive. These units are being tested as a pilot program to determine their performance and their importance to our customers. This project is another example of the Authority’s shared value of collaboration. Its success can be attributed to the efforts of Project Manager Mark Green and Way & Power employees who supported the project. The workmanship of the installation was very neat and clean.

General Manager’s Report – for April 18, 2018 Meeting

On-Time Performance –For two months in a row, we have achieved a high level of reliable service (97.77% in February and 97.78% in March). Our performance in March, 2018 exceeded that in March of 2017 and 2016. We are very pleased to have weathered three significant nor’easters in March of this year. The rapidly falling snow, twice in the middle of the workday, presented special challenges. Among several other compliments, we received the following from grateful customer “Andrea” regarding Way & Power M&S Technician Frank MacCrea:

At Westmont my car was snowed into a spot and my tires covered by 7 inches of snow. I am 6 months pregnant and was having a difficult time getting my car out of the snow. A PATCO employee plowed around my car, then got out and helped me dig my car out. The snow was extremely wet and heavy and difficult to maneuver. This very nice employee stopped what he was doing to help me. He went above and beyond his job duty to help someone in need. I don’t know how long this task would have taken me if he hadn’t helped

90.00%

91.00%

92.00%

93.00%

94.00%

95.00%

96.00%

97.00%

98.00%

99.00%

100.00%

2018 vs 2017 On-Time Performance

2017 2018

General Manager’s Report – for April 18, 2018 Meeting

In March, 2018, we had scheduled 5,802 trips. We had no annulments caused by lack of equipment. Furthermore, the number of delay incidents was significantly lower in these two months than it was in January. We achieved 100% on-time performance for 12 weekday mornings and 9 weekday evenings. A summary of the causes of delay incidents in March is provided below:

Availability of Transit Equipment – PATCO closely monitors the availability of equipment to meet the needs of our peak service customers. If we are short of equipment in the morning, when we can, we would operate a four-car rather than a six-car consist for one train. Otherwise our policy is to annul one Woodcrest Local and convert a Lindenwold Express to a Local to serve all the customers along the line.

Equipment Defect, 45%

W&P Elec - Signal - Radio, 4%W&P Track - Wayside, 4%

Speed Restrictions, 7%

Passenger Issues, 4%

Trespasser, 2%

Public Safety Issues, 16%

Transit Operations, 9%

Deer/Animals, 2%

Other, 7%

Causes of Delay Incidents -March, 2018

Brake/Comp 6Faults 4Doors 4Misc. 11

General Manager’s Report – for April 18, 2018 Meeting

20 90.91% 21 95.45%

2 9.09% 1 4.55%

22 22TOTAL DAYS

Days Consist Requirement

Achieved

DAILY LOADLINE CAR REQUIREMENT

COMPLIANCE FOR MARCH 2018

A.M. RUSH HOUR (72 CARS REQUIRED ) P.M. RUSH HOUR (72 CARS REQUIRED )

Days Consist

Requirement Achieved

Days Consist Requirement

Not Achieved

Days Consist Requirement

Not Achieved

TOTAL DAYS

90.91%

9.09%

Days Consist Requirement Achieved

Days Consist Requirement Not Achieved

A.M. RUSH HOUR

CAR REQUIREMENT

EFFICIENCY

95.45%

4.55%

Days Consist Requirement Achieved

Days Consist Requirement Not Achieved

P.M. RUSH HOUR

CAR REQUIREMENT

EFFICIENCY

General Manager’s Report – for April 18, 2018 Meeting

Passenger Services Staff in the Spotlight - Station Supervisor Frances Egolf and Transit Ambassador Lavelle Coleman are always efficient and helpful, going the extra mile to make sure passengers receive their lost items. They do an outstanding job! The nice compliment below is just one of many. Fran and Lavelle take pride in their work and treat all customers and peers equally and respectfully. They maintain a positive attitude even when faced with a challenging situation. They are valued members of the Passenger Service Department and PATCO.

I would like to express my gratitude to the PATCO staff for helping out with my lost vehicle key and remote. When I realized that I had lost my keys during my commute on Mar-27th, I barely had any hope of getting it back - considering the fact that it could've been lost anywhere in my long commute. I contacted PATCO Lost and Found anyway and left a voice message that night. Sure enough, I got a call this morning (Mar-29th) from Fran and she asked me the description of the lost keys. Then she located a key set fitting the description I gave her; she even sent me a picture. She left the keys with an ambassador at Lindenwold Station from whom I picked up the keys. I'm so thankful to whoever found the keys and gave them to PATCO Lost and Found, Fran who was the most customer-friendly person and the ambassador was very helpful and courteous. Once again, my whole-hearted thanks to the PATCO staff for making my day! You guys are the best!

COMMUNITY Food Bank of South Jersey and White Horse Rotary – Thanks to our Legal Department, the Right of Entry Agreement with the Food Bank of South Jersey and White Horse Rotary was executed just in time for a food distribution in March to at least 110 families in need. They expect even more households to benefit next month. The Board had approved this 2018 initiative at PATCO’s Lindenwold Station parking lot through PATCO-17-037

General Manager’s Report – for April 18, 2018 Meeting

STEWARDSHIP Escalators / Elevators –

Availability –Availability of all escalators was 94.80% for the month and 96.03% for the year to date. Availability of elevators was 99.40% for the month and 99.43% for the year to date.

Performance of Preventive Maintenance - Monthly preventive maintenance was performed on every escalator and elevator in March.

FINANCE PATCO Income in January amounted to $2,225,583, compared with a Budget Anticipated Income of $2,285,807, an unfavorable variance of $60,224 (-2.63%). PATCO income year to date (through 2/28/2018) amounted to $4,508,272 compared with a Budget Anticipated Income of $4,364,130, a favorable variance of $144,142 or 3.30%. Operating expenses during January amounted to $4,389,793, compared with a Budgeted Anticipated Expense of $4,832,366, a favorable variance of $442,573 (9.16%). Operating expense during February, 2018 amounted to $4,280,645, compared with a Budget Anticipated Expense of $4,795,940, a favorable variance of $515,295 or 10.74%. Year to date expenses totaled $8,670,438, compared with a Budget Anticipated Expense of $9,628,306, a favorable variance of $957,868 or 9.95%.

60%

70%

80%

90%

100%

Jan. Feb. March April May June July Aug. Sept. Oct. Nov. Dec.

Monthly Preventive Maintenance - 2018

Escalators - Preventive Maintenance Performed Elevators - Preventive Maintenance Performed

Escalators - 14 UnitsElevators - 11 units

General Manager’s Report – for April 18, 2018 Meeting

During the month of January, 2018, PATCO experienced a Net Operating Loss (excluding rental and non-recurring charges) of $2,164,210, and a total loss (including lease rental charges) of $2,674,373. During February PATCO experienced a Net Operating Loss (excluding rental and non-recurring charges) of $1,997,956. Total Cumulative Loss year to date (excluding rental and non-recurring charges) equaled $4,162,166. Total Cumulative Loss year to date (including Lease Rental charges) equaled $5,182,496. Net Transit Loss (including lease expense) for the month ending 1/31/2018 was $2,674,373. Net Transit Loss (including lease expense) for the month ending 2/28/2018 was $2,508,123.

Year to Date through 2/28/2018 Through February 28, 2018

2018 Budget

2018 Actual

Variance

Income $4,364,130 $4,508,272 $144,142 F Expenses $9,628,306 $8,670,438 $957,868 F Operating Ratio .453 .520 Passengers 1,690,152 1,713,579 23,427 F Car Miles 778,041 781,638 3,597

PERSONNEL TRANSACTIONS The following personnel transactions occurred in March, 2018: NAME POSITION DEPT. DATE APPOINTMENT(S) - None APPOINTMENT(S) – TEMPORARY - None PROMOTION(S) - None TITLE CHANGES - None UPGRADE - None TEMPORARY ASSIGNMENT TO HIGHER CLASSIFICATION - None TRANSFER(S) – PATCO / DRPA - None TRANSFERS - None RESIGNATION(S) - None RETIREMENT(S) - None

General Manager’s Report – for April 18, 2018 Meeting

DECEASED – None The quarterly Affirmative Action Scorecard is attached to this report. PURCHASING & MATERIAL MANAGEMENT During the month of March, 174 purchase orders were issued with a total value of $1,128,810. Of the $42,666 in monthly purchases where minority vendors could have served PATCO needs, $16,654 was awarded to MBEs and $8,158 to WBEs. The $24,812 total MBE/WBE purchases in March represent 2.2% of the total spent and 58.1% of the purchases available to MBE/WBEs. Attached to this report is the Affirmative Action Report summarizing purchases during the first quarter of 2018. FARE OPERATIONS FREEDOM Customer Service Center Highlights for March, 2018 - The FREEDOM Customer Service Center handled 1,020 customer calls, providing assistance with various FREEDOM Card issues. In addition, the Service Center processed 3,591 customer prepaid benefits. The staff receives paper transit vouchers via mail or electronic files from benefit providers. The values are loaded into the fare system and downloaded onto the customer’s FREEDOM Card when the card is presented at a vending machine or gate. Our card replacement program is moving along. During March the staff at Broadway and Woodcrest FREEDOM Centers replaced 373 cards that were expiring after 10 years of use. Our Reduced Fare Program popularity is not waning. The program allows for reduced fares during off peak hours for registered senior FREEDOM cards (age 65 and above) and cards for disabled passengers. The Service Center processed 144 new RFP sign ups. Fare Maintenance - Big changes are on the way for our Fare Maintenance Department. The staff who work hard to keep the fare system (vending machines, station and parking gates) in good working condition are on the move. In the next few months Fare Maintenance will be relocating from their shop in City Hall Station to Lindenwold Station. This move includes moving all equipment such as spare devices and parts along with test bed equipment. This move is in preparation for construction of an elevator at City Hall. TRANSIT SERVICES Ridership - Ridership in March was 875,889, a decrease of 62,066 (-6.62%) when compared to March of 2017. Snow storms on March 7 and 21 discouraged thousands of our regular commuters from venturing to work, with ridership just 12,703 on one day and 7,759 on the other. In addition, the number of

General Manager’s Report – for April 18, 2018 Meeting

weekdays was one fewer (with one more Saturday) in 2018 compared to 2017, contributing to the variance. Ridership year to date as of March 31, 2018 was 2,589,468, a decrease of 80,365 (-3.01%) compared to the same period of 2017. MAINTENANCE The following significant maintenance initiatives progressed in March:

Fifteen (15) rebuilt motors are available for installation as needed. Ninety-four (94) motors are in the overhaul process, including 36 at Swiger Coil, 44 at RAM, 5 at WALCO, 1 at Sherwood and 8 pending outbound shipment.

We established a goal of 50 truck overhauls in 2018. Twelve (12) have been assembled so far, with three (3) more in progress.

Eight (8) rebuilt gearboxes are currently available. Three (3) wheelsets are assembled and ready for truck building. Sixty-nine (69) gearboxes are at vendors for repair with 28 at UTC and 41 at Penn Machine. Sole source procurement of damaged internal parts is progressing.

In March the combined efforts of both shifts accomplished scrubs (intensive interior cleaning) on 46 cars; we also completed 116 exterior washes.

Overhaul of the shop continues. o The DC switchgear project contract had been awarded and the kick-off meeting was held. We

are still awaiting materials that have long lead times. o The turntable project is currently being reviewed to include with a future hoist project.

Car overhaul – We now have 86 overhauled cars on-site, 82 of which have been conditionally accepted. Alstom continues to work on issues involving couplers, HVAC starting resistors, right side cab window (9 cars awaiting replacement), communications, battery/low voltage power (2 cars awaiting modification), and bypass switches.

Testing and troubleshooting of the wayside monitoring and diagnostic system is on hold awaiting resolution of a communications issue. On-site troubleshooting will be a joint effort between Alstom, Quester Tangent, PATCO/LTK, and other subsystem suppliers. The WMDS system testing is expected to resume toward the end of August, 2018.

Way & Power performed various snow storm related tasks throughout the month.

New SCADA power provisions were installed at PATCO’s Center Tower.

New mounting deck, safety railing and third rail sectionalizing switch were installed for MO352E at Wood Interlocking.

The 49W frog at Wood Interlocking was welded/repaired.

Rail replacement continued along #2 track between 9th Street Station and 11th Street Interlocking.

New cell phone charger stations were installed at Woodcrest Station.

Stations were inspected and maintenance was performed.

Right of way, switch, and signal inspections were performed.

Relay testing and repairs at interlockings and substations were performed.

Substation breaker maintenance was performed.

Stations, subway tunnels, and parking lots were relamped as necessary.

General Manager’s Report – for April 18, 2018 Meeting

Support services were provided as required for the following projects: o Maintenance and repairs of escalators and elevators o Westmont Viaduct project – provided flagging and scheduling o Lindenwold Yard capital project – provided flagging and scheduling o Haddonfield Elevator project – provided flagging and scheduling

SAFETY The monthly report of the Safety Department is enclosed with this report. Respectfully submitted, John D. Rink General Manager

1. Safety Services Staff was involved in the following activities concerning Contractor Safety:

Conducted Contractor’s Safety Briefings and created the necessary follow-up reports of safety briefings as shown below (total of 68 people trained):

DATE CONTRACTOR PATCO

CONTRACT NO.

PROJECT/WORK AREA NUMBER

IN ATTENDANCE

03/05/18 AKM Construction 62-2017 Collingswood Viaduct 1

03/05/18 AP Construction Contract 12-I Elevator Installation 1

03/05/18 Hays Sheet Metal Contract 12-I Elevator Installation 3

03/05/18 Intersection PATCO Media/Ads 2

03/05/18 Jacobs Engineering #28-2007 Westmont Viaduct 1

03/05/18 Jacobs Engineering Scada Field Equipment

Upgrades 1

03/05/18 ML Ruberton Contract

#14N

Lindenwold Yard

Rehab. 2

03/05/18 Railroad Construction Co. #28-2007 Westmont Viaduct 5

03/05/18 Consolidated Fence #28-2007 Westmont Viaduct 1

03/12/18 AP Construction Contract 12-I Elevator Installation 3

03/12/18 Intersection PATCO Media/Ads 4

03/12/18 Pro-Fab Erectors Contract 12-I Elevator Installation 3

03/12/18 Ray Angelini, Inc. Contract

#14N

Lindenwold Yard

Rehab. 3

03/12/18 South State BF-46-

2016(R) BFB South Walkway 4

03/12/18 Vanalt Electrical

Construction #28-2007 Westmont Viaduct 3

MEMORANDUM PORT AUTHORITY TRANSIT CORPORATION of Pennsylvania & New Jersey

TO: John Rink

FROM: David Fullerton

SUBJECT: Monthly Report: Safety Department – March, 2018

DATE: March 30, 2018

DATE CONTRACTOR PATCO

CONTRACT NO.

PROJECT/WORK AREA NUMBER

IN ATTENDANCE

03/19/18 Intersection Media/Ads 3

03/19/18 Jacobs Engineering Scada Field Equipment 1

03/19/18 ML Ruberton Contract

#14N

Lindenwold Yard

Rehab. 2

03/19/18 NJDOT State Safety Oversight 1

03/19/18 GPI 58-2017 City Hall Concourse

Interior Painting 2

03/19/18 South State BF-46-

2016(R) BFB South Walkway 7

03/19/18 STV PATCO Head House

Door Replacement 2

03/26/18 Accountants for You Transit Ambassadors 2

03/26/18 Advantage Engineers Verizon Wireless 1

03/26/18 AP Construction Contract 12-I Elevator Installation 1

03/26/18 Fidelis Engineering Contract 12-I Elevator Installation 2

03/26/18 Helcrist, LLC Contract 12-I Elevator Installation 1

03/26/18 RCC of South Jersey Contract

#14N

Lindenwold Yard

Rehab. 1

03/26/18 South State BF-46-

2016(R) BFB South Walkway 5

Training Coordinated/Conducted by DRPA Safety

DATE CONTRACTOR

PATCO

CONTRACT

NO.

PROJECT/WORK AREA

NUMBER

IN

ATTENDANCE

03/26/18 New Hire Orientation Toll Collector 1

Drug & Alcohol Tests – for March 2018

Random Drug only 7 Random Alcohol only 0 Random Drug & Alcohol Reasonable Suspicion Drug only Reasonable Suspicion Alcohol only

2 0 0

Post-Accident 0 TOTAL TESTS COMPLETED 9

2. Internal PATCO Safety Activities:

Attended Quarterly State Safety Oversight Meeting, March 1, 2018

Conducted Way & Power Department Audit on March 1, 2018

Conducted and participated in weekly PATCO Contractor Safety Briefings on March 5, 12, 19, and 26, 2018

Attended AFM Site Visits, DRPA, March 5, 6 and 7, 2018

Attended PATCO #28-2007 Westmont Viaduct Rehabilitation Progress Meetings, March 6 and March 20, 2018

Attended PATCO Bi-Weekly Staff Meetings, March 6 and March 20, 2018

Attended BF-46-2016(R), BFB South Walkway, Pedestrian and Bicycle Ramp Progress Meetings, March 7 and March 22, 2018

Conducted Equipment Department and Storeroom Audit on March 7, 2018

Attended Bi-Weekly Leadership Meetings, March 8 and March 22, 2018

Attended PATCO Quarterly Security Working Group Meeting, March 8, 2018

Conducted Power DMS Presentation at OPC, March 9th, 2018

Attended at Lindenwold Yard and Viaduct Rehabilitation, Contract No. 14-N, Progress Meetings, March 12 and March 26, 2018

Attended PATCO Directors’ Meetings, March 13 and 27, 2018

Attended DRPA Contract 12-I, Elevator Installation Project Bi-Weekly Progress Meetings, March 14 and 28, 2018

Attended PATCO 63-2017 Substation DC Upgrades Pre-Bid Meeting, March 15, 2018

Attended Senior Staff Meeting, March 16, 2018

Conducted and participated in After Action Meeting, Post Super Bowl Civil Disturbance on 02/04/18, March 20, 2018

Attended Labor Management Meeting, March 20, 2018

Participated in Inspection of Cab--Observing Window Operation--by Dr. Levy of Worknet, March 22, 2018

Attended Asset Threat & Vulnerability Evaluation Meeting, March 23, 2018

Participated in DRPA/PATCO Infra Red Camera Project Kick-Off Meeting, March 26, 2018

Attended PATCO City Hall Station Concourse Level Interior Painting, PATCO 58-2017, Kick-Off Meeting, March 29, 2018

3. Internal DRPA Safety Activities:

Attended WWB Facilities Roof Replacement Site Visits, March 1, 5, and 22, 2018

Attended BRB Weekly Staff Meeting, March 2, 9, 16, and 23, 2018

Attended meeting with Bridge Director, BFB Annex Building Asbestos, March 5, 2018

Conducted WWB Shop Safety Inspections, March 6, 13, 16, 22 and 27, 2018

Conducted CBB Shop Safety Inspections, March 1, 8, 16, 22, and 29, 2018

Attended WWB Facilities Roof Replacement Progress Meetings, WW-24-2015(R), March 7 and March 21, 2018

Attended CBB Workplace Safety meeting, March 8, 2018

Attended BFB Masonry Rehabilitation Design Kick-off Meetings, March 8 and March 14, 2018

Attended BFB Workplace Safety meeting, March 13, 2018

Attended CBB 2018 Biennial Inspection Kick-Off Meeting, March 15, 2018

Attended BFB Maintenance Painting Review Meeting of PDR, March 15, 2018

Attended BRB Workplace Safety meeting, March 16, 2018

Attended BRB 2018 Biennial Inspection Kick-Off Meeting, March 16, 2018

Conducted Safety Budget Review, March 19, 2018

Conducted Forklift Training, BRB, March 19, 2018

Attended 26-2016 WWB Administration Building Emergency Generator Replacement Progress Meeting, March 20, 2018

Conducted BFB IMC Testing, March 26, 2018

Conducted Forklift Training, CBB, March 27, 2018

Attend BFB Project Status Meeting, March 28, 2018

Attended CBB Pre-Construction Meeting for Contract, March 28, 2018

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

Reviewed and commented on various Engineering Technical and Special Provisions documents for future DRPA projects. Conducted various site safety visits and inspections at DRPA Non-OCIP construction projects at the four bridges.

4. Joint PATCO/DRPA Safety Activities:

Conducted and participated in monthly SACC/Joint Workplace Committee meeting, March 8, 2018

Attended and participated in IAIC Committee Meeting, March 13, 2018

Conducted and participated in Monthly Safety Services Progress Meeting, March 15, 2018

Attended Bridge Director’s Meeting with Safety Risk Management and Fleet Management, March 21, 2018

Attended and participated in monthly Central Safety and Health Committee Meeting, March 28, 2018

5. Joint PATCO/DRPA Safety Outside Agency Involvement. None.

PATCO BOARD MINUTES

Page 1 of 4

PORT AUTHORITY TRANSIT CORPORATION

BOARD MEETING

One Port Center2 Riverside DriveCamden, NJWednesday, March 28, 2018

PRESENTPennsylvania CommissionersRyan Boyer, Chairman of the BoardChristopher Lewis, Esq.Donna PowellSean Murphy, Esq. (for Pennsylvania Auditor General Eugene DePasquale)Robert Borski, Esq. (for Pennsylvania Treasurer Joseph Torsella; via telephone)

New Jersey CommissionersJeffrey Nash, Esq., Vice Chairman of the BoardAaron Nelson (for Ricardo Taylor)Frank DiAntonioBruce GarganioDaniel ChristyCharles Fentress

DRPA/PATCO StaffJohn Hanson, Chief Executive Officer, DRPA / President, PATCOMaria Wing, Deputy Chief Executive OfficerRaymond J. Santarelli, General Counsel and Corporate SecretaryStephen Holden, Deputy General CounselNarisa Sasitorn, Deputy General CounselKathleen Vandy, Assistant General CounselJames White, Chief Financial OfficerOrville Parker, Acting Director of Revenue, FinanceJohn Lotierzo, Director of FinanceChristina Maroney, Director, Strategic InitiativesToni P. Brown, Chief Administrative OfficerRobert P. Hicks, Chief Operating OfficerDavid Aubrey, Acting Inspector GeneralJohn Rink, General Manager, PATCORohan Hepkins, Assistant General Manager, PATCOMark Ciechon, Director of Finance, PATCORich Betts, Acting Manager, ProcurementWilliam Shanahan, Director, Government RelationsBarbara Holcomb, Director, Government Grants

Page 2 of 4

DRPA/PATCO Staff (Continued)Tonyelle Cook-Artis, Manager, Government RelationsMichael Venuto, Chief EngineerKevin LaMarca, Director, Information ServicesKyle Anderson, Director, Corporate CommunicationsMike Williams, Graphic Design Administrator, Corporate CommunicationsJack Stief, Chief of Police, Public SafetyCharles Cunningham, Director, Homeland Security & Emergency ManagementDarlene Callands, Manager, Community RelationsAmy Ash, Manager, Contract AdministrationLawrence Walton, Bridge Director, Walt Whitman and Commodore Barry BridgesSteve Reiners, Director, Fleet ManagementSheila Milner, Administrative Coordinator, Corporate Secretary, OGCElizabeth Saylor, Administrative Coordinator, Corporate Secretary, OGCDawn Whiton, Executive Assistant to the CEO and Deputy CEO

Others PresentCraig Ambrose, Associate Counsel, New Jersey Governor’s Authorities UnitNedia Ralston, Director, Pennsylvania Governor’s Southeast Regional OfficeDavid Rapuano, Esq., Archer & Greiner (New Jersey Counsel)Alan Kessler, Esq., Duane Morris LLP (Pennsylvania Counsel)David Dix, President, Luminous StrategiesDaniel Norfleet, Citizens Advisory CommitteeAlan BeckerKevin Wilson, Robs Auto Body & Collision

OPEN SESSION

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

Roll CallChairman Boyer called the meeting to order at 9:30 a.m. and asked that the Corporate Secretarycall the roll. The following Commissioners were present, constituting a quorum: Chairman Boyer,Vice Chairman Nash, Lewis, Borski, Powell, Christy, Garganio, Murphy, DiAntonio, Nelson andFentress.

Public CommentThere was no public comment.

Report of the General ManagerGeneral Manager Rink stated that his report stood as previously submitted. Commissioner Christymoved to approve the General Manager’s Report and Commissioner Garganio seconded the

Page 3 of 4

motion. There were no questions or comments. All Commissioners in attendance voted in theaffirmative to approve the General Manager’s Report. The motion carried.

Approval of the February 21, 2018 PATCO Board Meeting MinutesChairman Boyer stated that the Minutes of the February 21, 2018 PATCO Board Meeting werepreviously provided to the Governors of New Jersey and Pennsylvania and to the PATCOCommissioners. There were no comments on or corrections to the Minutes. CommissionerGarganio moved to approve the Minutes and Commissioner Lewis seconded the motion. AllCommissioners in attendance voted in the affirmative to approve the Minutes as submitted. Themotion carried.

Receipt and Filing of the Previously Approved List of Payments Covering the Month ofFebruary 2018 and the Previously Approved List of Purchase Orders and ContractsCovering the Month of February 2018Chairman Boyer stated that the Lists of Previously Approved Payments covering the month ofFebruary 2018 and the List of Previously Approved Purchase Orders and Contracts covering themonth of February 2018 were previously provided to all Commissioners. There were no questionsor comments on the Lists. Commissioner DiAntonio moved to receive and file the Lists andCommissioner Christy seconded the motion. All Commissioners in attendance voted in theaffirmative. The motion carried.

Approval of Operations & Maintenance Committee Meeting Minutes of March 6, 2018Chairman Boyer stated that the Minutes of the March 6, 2018 Operations & MaintenanceCommittee Meeting were previously provided to all Commissioners. There were no comments orcorrections on the Minutes. Commissioner Garganio moved to approve the Minutes andCommissioner Christy seconded the motion. All Commissioners in attendance voted in theaffirmative to approve the Minutes as submitted. The motion carried.

Adoption of Resolutions Approved by the Operations & Maintenance Committee on March6, 2018Chairman Boyer stated that there were two (2) Resolutions from the March 6, 2018 Operations &Maintenance Committee Meeting and introduced the Resolutions for consideration:

PATCO-18-007 PATCO Cubic Parking Management SystemPlatform and Database Upgrade

PATCO-18-008 Sole/Single Source Vendor WABTEC – ThresholdIncrease – PATCO CY 2018

Commissioner Christy moved to approve the Resolutions and Commissioner DiAntonio secondedthe motion. All Commissioners in attendance voted in the affirmative to approve the Resolution.The motion carried.

Unfinished BusinessThere was no Unfinished Business.

Page 4 of 4

New BusinessChairman Boyer reported that there was one (1) item of New Business for consideration, andintroduced the following Resolution:

PATCO-18-009 Consideration of Pending PATCO Contracts(Between $25,000 and $100,000)

Commissioner Fentress moved to adopt the Resolution and Commissioner Christy seconded themotion. There were no questions or comments on the Resolution. All Commissioners inattendance voted in the affirmative to adopt the Resolution. The motion carried.

AdjournmentWith no further business, Commissioner Fentress moved to adjourn and Commissioner DiAntonioseconded the motion. All Commissioners in attendance voted to approve the motion and thePATCO meeting was adjourned at 9:34 a.m.

Respectfully Submitted,

Raymond J. Santarelli, EsquireGeneral Counsel and Corporate Secretary

PATCO MONTHLY LIST OF

PREVIOUSLY APPROVED PAYMENTS

Vendor Name Item Description Resolution # / Authorization Amount

ALL WEATHER SAFETY WHISTLE CO. 1st Aid & Safety Equipment 25KTHRES 127.05ARAMSCO, INC. 1st Aid & Safety Equipment 25KTHRES 204.00ARBILL INDUSTRIES INC 1st Aid & Safety Equipment D-16-126 1,692.25FASTENAL COMPANY 1st Aid & Safety Equipment 25KTHRES 327.60FRANKLIN - GRIFFITH, LLC 1st Aid & Safety Equipment 25KTHRES 282.90IRVINE FIRE & SAFETY 1st Aid & Safety Equipment 25KTHRES 183.00NORTON SANDBLASTING EQUIPMENT 1st Aid & Safety Equipment 25KTHRES 454.55PENDERGAST SAFETY EQUIPMENT CO 1st Aid & Safety Equipment 25KTHRES 516.00STAUFFER GLOVE & SAFETY 1st Aid & Safety Equipment D-16-126 828.14SUPREME SAFETY, INC 1st Aid & Safety Equipment 25KTHRES 3,219.70

1st Aid & Safety Equipment Total 7,835.19DUNBAR ARMORED INC. Armored Car Services D-14-093 7,720.77

Armored Car Services Total 7,720.77BERLIN GLASS & MIRROR Auto Maintenance & Repairs 25KTHRES 479.58HOMELAND INDUSTRIAL SUPPLY Auto Maintenance & Repairs 25KTHRES 603.00PENETONE CORPORATION Auto Maintenance & Repairs P-17-039 540.21

Auto Maintenance & Repairs Total 1,622.79ULINE, INC Bags/Erosion Equipment 25KTHRES 242.36

Bags/Erosion Equipment Total 242.36ARBOR MATERIAL HANDLING INC Buildings Grounds & Maint. 25KTHRES 429.77HOMELAND INDUSTRIAL SUPPLY Buildings Grounds & Maint. 25KTHRES 349.88MORTON SALT INC. Buildings Grounds & Maint. D-17-070 28,163.30

Buildings Grounds & Maint. Total 28,942.95PATCO - Change Delivery Reimburseme Change Delivery Reimbursement NONE 591.00

Change Delivery Reimbursement Total 591.00COOPER ELECTRIC SUPPLY CO. Cleaning Materials 25KTHRES 152.00HOMELAND INDUSTRIAL SUPPLY Cleaning Materials 25KTHRES 433.00INDCO INC Cleaning Materials 25KTHRES 162.00Y-PERS, INC. Cleaning Materials 25KTHRES 177.00

Cleaning Materials Total 924.00MARLAC ELECTRONICS, A DIV.OF SYSCOM Computer Access. & Supplies 25KTHRES 366.84STAPLES ADVANTAGE Computer Access. & Supplies 25KTHRES 997.05

Computer Access. & Supplies Total 1,363.89A & L SEPTIC SERVICES Contract Service Expense 25KTHRES 2,081.00COUNTY CONSERVATION COMPANY, LLC Contract Service Expense 25KTHRES 18.00EUROFINS QC, INC Contract Service Expense 25KTHRES 391.50ONE CALL CONCEPTS Contract Service Expense 25KTHRES 205.00PETSMART STORE# 1225 Contract Service Expense 25KTHRES 760.39READING CRANE Contract Service Expense 25KTHRES 1,925.00REPUBLIC SERVICES Contract Service Expense P-17-016 1,464.00SEPTA Contract Service Expense P-14-016 52,023.83TAB INC. Contract Service Expense 25KTHRES 150.00TERMINIX Contract Service Expense 25KTHRES 375.00WASTE MANAGEMENT OF NEW JERSEY, INC Contract Service Expense 25KTHRES 8,242.17

Contract Service Expense Total 67,635.89BEYONDTRUST SOFTWARE, INC. Data Processing Services 25KTHRES 850.00IT FEDERAL SALES LLC Data Processing Services 25KTHRES 2,788.41POWERDMS, INC. Data Processing Services 25KTHRES 7,456.00SHI INTERNATIONAL CORP Data Processing Services 25KTHRES 20,339.08

Data Processing Services Total 31,433.49RIGGINS INC. Diesel Fuel D-17-051 4,998.25

Diesel Fuel Total 4,998.25BARTON SUPPLY INC. Direct Materials 25KTHRES 383.14CONROY, INC. Direct Materials 25KTHRES 45.44ERIAL CONCRETE INC. Direct Materials 25KTHRES 50.92GRAINGER Direct Materials 25KTHRES 492.80HADDON LOCKSMITH Direct Materials 25KTHRES 1,465.75HOME DEPOT CREDIT SERVICES Direct Materials 25KTHRES 2,267.58JAMES DOORCHECK INC. Direct Materials 25KTHRES 152.00LOWE'S Direct Materials 25KTHRES 759.45NATIONAL PAVING CO., INC Direct Materials 25KTHRES 254.50UNIVERSAL ELECTRONIC SUPPLY CO. Direct Materials 25KTHRES 360.00WHARTON HARDWARE & SUPPLY Direct Materials 25KTHRES 189.41

Direct Materials Total 6,420.99FRANKLIN - GRIFFITH, LLC Electrical & Signal Parts 25KTHRES 448.00MARTEK INDUSTRIES, INC. Electrical & Signal Parts 25KTHRES 624.00PEIRCE-PHELPS, INC Electrical & Signal Parts 25KTHRES 1,495.73SIMCO ELECTRONICS Electrical & Signal Parts 25KTHRES 394.00

Electrical & Signal Parts Total 2,961.73

Port Authority Transit CorporationMonthly List Of Previously Approved Payments 03/01/18 through 03/31/18

Meeting Date 04/18/18

A & A GLOVE & SAFETY CO. Electrical Components & Parts 25KTHRES 800.00PENDERGAST SAFETY EQUIPMENT CO Electrical Components & Parts 25KTHRES 1,132.00TRI-STATE TECHNICAL SALES CORP. Electrical Components & Parts 25KTHRES 1,924.02UNITED ELECTRIC Electrical Components & Parts 25KTHRES 130.00

Electrical Components & Parts Total 3,986.02AIM ELECTRONICS Electrical Equipment & Supplies 25KTHRES 171.86ARAMSCO, INC. Electrical Equipment & Supplies 25KTHRES 602.56BILLOWS ELEC SUPPLY CO I NC Electrical Equipment & Supplies 25KTHRES 510.00CL PRESSER CO Electrical Equipment & Supplies 25KTHRES 417.60COLONIAL ELECTRIC SUPPLY Electrical Equipment & Supplies 25KTHRES 610.20COOPER ELECTRIC SUPPLY CO. Electrical Equipment & Supplies 25KTHRES 534.00ELECTRONIC CONNECTIONS INTERNATIONA Electrical Equipment & Supplies 25KTHRES 285.25FASTENAL COMPANY Electrical Equipment & Supplies 25KTHRES 749.62FRANKLIN - GRIFFITH, LLC Electrical Equipment & Supplies 25KTHRES 2,365.76K.C. ELECTRONICS DISTRIBUTORS, INC. Electrical Equipment & Supplies 25KTHRES 370.04KNOPP INC. Electrical Equipment & Supplies 25KTHRES 4,080.00PEMBERTON ELECTRICAL SUPPLY COMPANY Electrical Equipment & Supplies 25KTHRES 652.95SUPREME SAFETY, INC Electrical Equipment & Supplies 25KTHRES 493.65

Electrical Equipment & Supplies Total 11,843.49ATLANTIC CITY ELECTRIC Electricity Expense Utility 38.36DIRECT ENERGY BUSINESS Electricity Expense Utility 30,798.36PSE&G CO. Electricity Expense Utility 8,880.94SEPTA Electricity Expense Utility 185.74

Electricity Expense Total 39,903.40AFLAC Employee Payroll Deductions NONE 21,495.27NATIONAL DRIVE Employee Payroll Deductions NONE 10.00TREASURER - STATE OF NEW JERSEY Employee Payroll Deductions NONE 47,364.04UNITED WAY OF GREATER PHILA Employee Payroll Deductions NONE 585.32VOYA FINANCIAL Employee Payroll Deductions NONE 47,427.52

Employee Payroll Deductions Total 116,882.15SOUTH JERSEY WELDING SUPPLY CO Equipment & Tools 25KTHRES 533.64

Equipment & Tools Total 533.64CUBIC TRANSPORTATION SYSTEMS Fare Collection Equipment P-16-027 22,534.26K.C. ELECTRONICS DISTRIBUTORS, INC. Fare Collection Equipment 25KTHRES 239.85TEAM ONE REPAIR, INC. Fare Collection Equipment 25KTHRES 4,544.39

Fare Collection Equipment Total 27,318.50VALID USA, INC. Fare Media P-17-021 29,617.00

Fare Media Total 29,617.003D BOLT CO., INC. Fasteners 25KTHRES 126.00AALL AMERICAN FASTENERS Fasteners D-16-138 141.70BILLOWS ELEC SUPPLY CO I NC Fasteners 25KTHRES 70.00BISCO INDUSTRIES Fasteners 25KTHRES 1,021.50FASTENAL COMPANY Fasteners 25KTHRES 702.75GKY INDUSTRIES Fasteners D-16-138 1,672.95MCMASTER-CARR SUPPLY COMPANY Fasteners 25KTHRES 107.46MF SUPPLY Fasteners 25KTHRES 320.78UKM TRANSIT PRODUCTS, INC. Fasteners 25KTHRES 3,450.00

Fasteners Total 7,613.14INTERNAL REVENUE SERVICE Federal/FICA Payroll Taxes NONE 448,531.88

Federal/FICA Payroll Taxes Total 448,531.88SIMPLEXGRINNELL LP Fire Protection Equipment 25KTHRES 6,781.50SUPREME SAFETY, INC Fire Protection Equipment 25KTHRES 1,193.40

Fire Protection Equipment Total 7,974.90FUCHS LUBRICANTS CO Fuel/Oil/Grease 25KTHRES 1,208.17INTERLUBE CORPORATION Fuel/Oil/Grease 25KTHRES 287.19KAMAN INDUSTRIAL TECHNOLOGIES CORP. Fuel/Oil/Grease 25KTHRES 1,820.57SOUTH JERSEY WELDING SUPPLY CO Fuel/Oil/Grease 25KTHRES 192.44

Fuel/Oil/Grease Total 3,508.37JORGENSON SCHOOLLOCKERS.COM Furniture 25KTHRES 805.14

Furniture Total 805.14RIGGINS INC. Gasoline - Unleaded D-17-051 10,305.00

Gasoline - Unleaded Total 10,305.00PENN MACHINE COMPANY LLC Gearbox Rebuild P-14-015 157,077.60UTC/RAS Gearbox Rebuild P-14-015 19,804.39

Gearbox Rebuild Total 176,881.99SYMETRA LIFE INSURANCE COMP. Group LIfe & Accident Insurance Payable D-17-074 64,403.53

Group LIfe & Accident Insurance Payable Total 64,403.53CAMDEN TOOL Hand Tools 25KTHRES 92.66CL PRESSER CO Hand Tools 25KTHRES 1,095.10FRANKLIN - GRIFFITH, LLC Hand Tools 25KTHRES 44.00GKY INDUSTRIES Hand Tools D-16-138 29.28M S C INDUSTRIAL SUPPLY CO. INC. Hand Tools 25KTHRES 57.66MCMASTER-CARR SUPPLY COMPANY Hand Tools 25KTHRES 65.10SNAP-ON INDUSTRIAL Hand Tools 25KTHRES 723.71TRI-STATE INDUSTRIAL DISTRIB. OF NJ Hand Tools 25KTHRES 538.75

Hand Tools Total 2,646.26

CL PRESSER CO Hardware & Related 25KTHRES 156.25INDCO INC Hardware & Related 25KTHRES 89.10

Hardware & Related Total 245.35SAFETY-KLEEN CORPORATION Haz Mat Disposal Fees 25KTHRES 135.00

Haz Mat Disposal Fees Total 135.00SOUTH JERSEY GAS COMPANY Heating Expense Utility 51,760.62

Heating Expense Total 51,760.62TRI-DIM FILTER CORPORATION HVAC 25KTHRES 608.76WABTEC PASSENGER TRANSIT HVAC P-16-027 3,360.00

HVAC Total 3,968.76CENTRAL POLY CORP. Janitorial Supplies P-17-018 1,606.50INDCO INC Janitorial Supplies 25KTHRES 225.22MCMASTER-CARR SUPPLY COMPANY Janitorial Supplies 25KTHRES 14.04STAUFFER GLOVE & SAFETY Janitorial Supplies 25KTHRES 75.18TRI-STATE INDUSTRIAL DISTRIB. OF NJ Janitorial Supplies 25KTHRES 37.80VALLEN DISTRIBUTION, INC. Janitorial Supplies 25KTHRES 184.75

Janitorial Supplies Total 2,143.49TRU-FIT FRAME & DOOR Locks/Locksmith Services 25KTHRES 1,620.00

Locks/Locksmith Services Total 1,620.00AMERIHEALTH INSURANCE COMPANY Medical Insurance D-17-058 183,401.12DELTA DENTAL OF NEW JERSEY, INC. Medical Insurance D-17-059 14,834.44VISION BENEFITS OF AMERICA Medical Insurance D-17-060 1,808.00

Medical Insurance Total 200,043.56HORIZON BLUE CROSS BLUE SHIELD OF N Medical Perscription Insurance D-17-076 40,319.77

Medical Perscription Insurance Total 40,319.77CROSS COUNTY CONNECTION TMA Memberships & Subscriptions 25KTHRES 10,000.00ISACA Memberships & Subscriptions 25KTHRES 220.00

Memberships & Subscriptions Total 10,220.00STAPLES ADVANTAGE Office Equipment 25KTHRES 147.45

Office Equipment Total 147.45DELL MARKETING L.P. Office Supplies 25KTHRES 163.50PAPER MART INC Office Supplies D-17-091 989.20SOSMETAL PRODUCTS Office Supplies 25KTHRES 329.16W.B. MASON CO. INC Office Supplies D-17-085 1,551.90

Office Supplies Total 3,033.76W.B. MASON CO. INC Other Office Expenses D-17-037 957.30

Other Office Expenses Total 957.30PA DEPT OF REVENUE PA Payroll Taxes NONE 8,374.75

PA Payroll Taxes Total 8,374.75COMMONWEALTH OF PA PA Unclaimed Property NONE 40.00

PA Unclaimed Property Total 40.00NETQ MULTIMEDIA CO. Passenger Info & Messaging System PIMS P-17-024 159,390.00

Passenger Info & Messaging System PIMS Total 159,390.00PATCO - Payroll Account Payroll For Accounting Period NONE 1,514,563.15

Payroll For Accounting Period Total 1,514,563.15PNC BANK P-CARD P-Card Purchases NONE 23,951.56

P-Card Purchases Total 23,951.56PA STATE EMPLOYEES RETIREMENT SYSTE Pension & Benefits NONE 48,087.15

Pension & Benefits Total 48,087.15CITY OF PHILADELPHIA Philadelphia Payroll Taxes NONE 5,990.84

Philadelphia Payroll Taxes Total 5,990.84CL PRESSER CO Plumbing Equipment & Supplies 25KTHRES 196.71

Plumbing Equipment & Supplies Total 196.71ATLANTIC TACTICAL Police Equipment & Supplies 25KTHRES 2,362.08

Police Equipment & Supplies Total 2,362.08FEDERAL EXPRESS CORP. Postage Expenses 25KTHRES 233.06

Postage Expenses Total 233.06UNITED STATES POSTAL SERVICE Prepaid Postage NONE 1,500.00

Prepaid Postage Total 1,500.00BENEFIT HARBOR, LP Professional Fees - Consulting D-17-077 2,303.96STV INCORPORATED Professional Fees - Consulting P-15-024 6,811.63

Professional Fees - Consulting Total 9,115.59US REGIONAL OCCUPATIONAL HEALTH II Professional Fees - Medical D-14-103 3,731.00

Professional Fees - Medical Total 3,731.00PECO ENERGY Purchased Power NONE 48,862.67PSE&G CO. Purchased Power NONE 268,810.66

Purchased Power Total 317,673.33

AL MCGANN Refund 25KTHRES 16.00COREY ROBINSON Refund 25KTHRES 15.00DEBORAH MCGROARTY Refund 25KTHRES 20.00EDWARD HIRTH Refund 25KTHRES 62.34EILEEN BICKERDYKE Refund 25KTHRES 30.00JOHN MOHAN Refund 25KTHRES 44.52LUCIANNA NUZZO Refund 25KTHRES 27.00MARY McCREAVY Refund 25KTHRES 18.00MICHAEL CLARK Refund 25KTHRES 15.60MICHAEL TOUB Refund 25KTHRES 18.20

Refund Total 266.66MODSPACE Rental - Property & Other Equipment 25KTHRES 744.00

Rental - Property & Other Equipment Total 744.00DIRECTV Rental Expenses - Other 25KTHRES 70.99

Rental Expenses - Other Total 70.99JOSEPH FAZZIO INC. Repairs and Maintenance - Other 25KTHRES 1,028.18

Repairs and Maintenance - Other Total 1,028.18SYMETRA LIFE INSURANCE COMP. Retiree Life Insurance D-17-074 4,671.62

Retiree Life Insurance Total 4,671.62AMERIHEALTH INSURANCE COMPANY Retiree Medical Insurance D-17-058 28,387.51DELTA DENTAL OF NEW JERSEY, INC. Retiree Medical Insurance D-17-059 133.34UNITED HEALTHCARE Retiree Medical Insurance D-17-075 45,335.04

Retiree Medical Insurance Total 73,855.89COMCAST BUSINESS Software License Fees P-16-010 1,000.00

Software License Fees Total 1,000.00TEAMSTERS HEALTH & WELFARE Teamsters Health and Welfare P-16-013 329,410.89

Teamsters Health and Welfare Total 329,410.89TEAMSTER PENSION FUND Teamsters Pension D-16-013 225,810.24

Teamsters Pension Total 225,810.24TEAMSTERS LOCAL UNION 676 Teamsters Union Dues NONE 13,991.00

Teamsters Union Dues Total 13,991.00ACADACA, LLC Telephone & Telecom Expense P-16-024 10,354.90VERIZON Telephone & Telecom Expense Utility 269.29

Telephone & Telecom Expense Total 10,624.19CUBIC TRANSPORTATION SYSTEMS Temp Services - Customer Service Center P-16-026 96,518.68

Temp Services - Customer Service Center Total 96,518.68ACCOUNTANTS FOR YOU Temporary Services D-17-062 4,039.56AJILON PROFESSIONAL STAFFING Temporary Services D-17-062 5,217.04CONTROLS AND AUTOMATION CONSULTANTS Temporary Services D-17-062 4,083.12LARRY K. YATES Temporary Services 25KTHRES 3,040.00PERRY RESOURCES Temporary Services D-17-062 9,102.09

Temporary Services Total 25,481.81TIRE-TECH, INC. Tires and Tubes 25KTHRES 24.00

Tires and Tubes Total 24.00ANSALDO STS USA, INC. Track & Right of Way Maint P-16-039 28,284.48SIEMENS INDUSTRY INC. - CARBORNE EN Track & Right of Way Maint 25KTHRES 816.00

Track & Right of Way Maint Total 29,100.48RAM INDUSTRIAL SERVICES, LLC Traction Motor Rebuilds P-16-018 353,365.00SWIGER COIL SYSTEMS Traction Motor Rebuilds P-16-018 116,025.00

Traction Motor Rebuilds Total 469,390.00CITY OF PHILADELPHIA Training Course Fees NONE 300.00

Training Course Fees Total 300.00ACCOUNTANTS FOR YOU Transit Ambassadors P-16-003 22,896.00

Transit Ambassadors Total 22,896.00TRI-DIM FILTER CORPORATION Transit Car Equipment-Electrical 25KTHRES 2,728.80WABTEC PASSENGER TRANSIT Transit Car Equipment-Electrical P-17-038 27,309.35

Transit Car Equipment-Electrical Total 30,038.15APPLIED INDUSTRIAL TECHNOLOGIES Transit Car Equipment-Mechanical 25KTHRES 264.08BROAD ALLIANCE TRANSPORT SUPPLY, LL Transit Car Equipment-Mechanical 25KTHRES 6,289.60FRANKLIN FIBRE-LAMITEX CORP. Transit Car Equipment-Mechanical 25KTHRES 2,970.00GKY INDUSTRIES Transit Car Equipment-Mechanical D-16-138 60.00ITT ENIDINE INC. Transit Car Equipment-Mechanical P-16-027 95,349.24JAMAICA BEARINGS CO INC. Transit Car Equipment-Mechanical P-17-038 421.77MAC PRODUCTS, INC Transit Car Equipment-Mechanical 25KTHRES 2,762.55MCMASTER-CARR SUPPLY COMPANY Transit Car Equipment-Mechanical 25KTHRES 946.80PRECISION FLOW LLC Transit Car Equipment-Mechanical 25KTHRES 459.00SHAMONG MFG. COMPANY Transit Car Equipment-Mechanical 25KTHRES 551.56STANDARD CAR TRUCK/ A WABTEC COMPAN Transit Car Equipment-Mechanical 25KTHRES 656.42STRATO INC. Transit Car Equipment-Mechanical 25KTHRES 12,767.01TECHNIQUE PRECISION CO. Transit Car Equipment-Mechanical 25KTHRES 2,115.41THE HORNE PRODUCTS, INC. Transit Car Equipment-Mechanical P-16-039 3,631.86TRI-DIM FILTER CORPORATION Transit Car Equipment-Mechanical 25KTHRES 1,333.80WABTEC GLOBAL SERVICES Transit Car Equipment-Mechanical P-17-038 29,089.45WABTEC PASSENGER TRANSIT Transit Car Equipment-Mechanical P-16-027 39,730.15WHARTON HARDWARE & SUPPLY Transit Car Equipment-Mechanical 25KTHRES 298.50

Transit Car Equipment-Mechanical Total 199,697.20

John J. Robb Travel Expenses 25KTHRES 43.60Michelle Dinella Travel Expenses 25KTHRES 15.81Monica Moorehead-Kopakowski Travel Expenses 25KTHRES 53.41

Travel Expenses Total 112.82Andrew M. Simko Tuition Reimbursement Expense 25KTHRES 960.00

Tuition Reimbursement Expense Total 960.00NJ DEPT. OF LABOR & WORKFORCE DEVEL Unemployment Benefits Payable NONE 237.72

Unemployment Benefits Payable Total 237.72UNIFIRST CORPORATION Uniform Cleaning Expense P-15-015 6,092.63

Uniform Cleaning Expense Total 6,092.63A&A SALES ASSOCIATES, LLC Uniform Expense 25KTHRES 5,226Donald L. Heiney Uniform Expense 25KTHRES 107.91PNC BANK P-CARD Uniform Expense NONE 1,696.76SLATE BELT SAFETY Uniform Expense 25KTHRES 141.00

Uniform Expense Total 7,172.07ECHELON FORD INC Vehicle Parts for Repairs 25KTHRES 1,088.74NAPA AUTO PARTS Vehicle Parts for Repairs D-17-014 2,207.76WINNER FORD Vehicle Parts for Repairs 25KTHRES 611.23

Vehicle Parts for Repairs Total 3,907.73EXPERTPAY CHILD SUPPORT Wage Attachment NONE 8,842.87NEW JERSEY FAMILY SUPPORT PAYMENT Wage Attachment NONE 1,500.00SUPERIOR COURT OF NJ, SPECIAL CIVIL Wage Attachment NONE 1,254.55

Wage Attachment Total 11,597.42CITY OF CAMDEN Water & Sewer Expense Utility 106.63CITY OF PHILA Water & Sewer Expense Utility 9,596.03NEW JERSEY AMERICAN WATER Water & Sewer Expense Utility 3,295.47TOWNSHIP OF VOORHEES Water & Sewer Expense Utility 130.00

Water & Sewer Expense Total 13,128.13ELECTRONIC CONNECTIONS INTERNATIONA Welding Equipment & Supplies 25KTHRES 87.39TRI-STATE INDUSTRIAL DISTRIB. OF NJ Welding Equipment & Supplies 25KTHRES 27.00

Welding Equipment & Supplies Total 114.39QUAL LYNX (ACH TRANSFER) Worker's Comp Reserve NONE 41,189.53

Worker's Comp Reserve Total 41,189.53Grand Total 5,144,684.41

10,248,179.29* D indicates a DRPA resolution* P indicates a PATCO resolution

PATCO MONTHLY LIST OF

PREVIOUSLY APPROVED

PURCHASE ORDERS & CONTRACTS

PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS - March, 2018

Purchasing Document Item Document Date Vendor/supplying plant Material Group Desc. Net Order Value4500007503 1,376.634500007503 1 3/1/2018 101330 SHALLCROSS BOLT AND SPECIALTIES CO.FASTENERS 13.754500007503 2 3/1/2018 101330 SHALLCROSS BOLT AND SPECIALTIES CO.FASTENERS 710.004500007503 3 3/1/2018 101330 SHALLCROSS BOLT AND SPECIALTIES CO.FASTENERS 72.504500007503 4 3/1/2018 101330 SHALLCROSS BOLT AND SPECIALTIES CO.FASTENERS 24.004500007503 5 3/1/2018 101330 SHALLCROSS BOLT AND SPECIALTIES CO.FASTENERS 54.004500007503 6 3/1/2018 101330 SHALLCROSS BOLT AND SPECIALTIES CO.FASTENERS 59.004500007503 7 3/1/2018 101330 SHALLCROSS BOLT AND SPECIALTIES CO.FASTENERS 39.834500007503 8 3/1/2018 101330 SHALLCROSS BOLT AND SPECIALTIES CO.FASTENERS 12.254500007503 9 3/1/2018 101330 SHALLCROSS BOLT AND SPECIALTIES CO.FASTENERS 185.504500007503 10 3/1/2018 101330 SHALLCROSS BOLT AND SPECIALTIES CO.FASTENERS 182.254500007503 11 3/1/2018 101330 SHALLCROSS BOLT AND SPECIALTIES CO.FASTENERS 4.504500007503 12 3/1/2018 101330 SHALLCROSS BOLT AND SPECIALTIES CO.FASTENERS 3.304500007503 13 3/1/2018 101330 SHALLCROSS BOLT AND SPECIALTIES CO.FASTENERS 12.754500007503 14 3/1/2018 101330 SHALLCROSS BOLT AND SPECIALTIES CO.FASTENERS 3.004500007504 4,664.004500007504 1 3/1/2018 102164 NATIONAL BOLT & NUT CORP. FASTENERS 4,664.004500007505 960.004500007505 1 3/1/2018 100379 QUIKSTITCH EMBROIDERY CLOTHING ACCESSORIES 840.004500007505 2 3/1/2018 100379 QUIKSTITCH EMBROIDERY CLOTHING ACCESSORIES 120.004500007506 1,620.004500007506 1 3/2/2018 100479 TRU-FIT FRAME & DOOR LOCKS/LOCKSMITH SRVS 1,620.004500007507 17,118.004500007507 1 3/5/2018 100443 SWIGER COIL SYSTEMS TRANS CAR EQUIP-ELEC 17,118.004500007508 16,078.004500007508 1 3/5/2018 100443 SWIGER COIL SYSTEMS TRANS CAR EQUIP-ELEC 16,078.004500007509 850.004500007509 1 3/5/2018 100758 BEYONDTRUST SOFTWARE, INC. DATA PROC SRVS & SW 850.004500007510 13,557.004500007510 1 3/5/2018 100443 SWIGER COIL SYSTEMS TRANS CAR EQUIP-ELEC 13,557.004500007511 624.554500007511 1 3/5/2018 101933 RAY ALLEN MANUFACTURING, LLC POLICE EQP AND SUPP 12.744500007511 2 3/5/2018 101933 RAY ALLEN MANUFACTURING, LLC POLICE EQP AND SUPP 29.744500007511 3 3/5/2018 101933 RAY ALLEN MANUFACTURING, LLC POLICE EQP AND SUPP 74.764500007511 4 3/5/2018 101933 RAY ALLEN MANUFACTURING, LLC POLICE EQP AND SUPP 36.544500007511 5 3/5/2018 101933 RAY ALLEN MANUFACTURING, LLC POLICE EQP AND SUPP 28.884500007511 6 3/5/2018 101933 RAY ALLEN MANUFACTURING, LLC POLICE EQP AND SUPP 83.294500007511 7 3/5/2018 101933 RAY ALLEN MANUFACTURING, LLC POLICE EQP AND SUPP 114.744500007511 8 3/5/2018 101933 RAY ALLEN MANUFACTURING, LLC POLICE EQP AND SUPP 25.444500007511 9 3/5/2018 101933 RAY ALLEN MANUFACTURING, LLC POLICE EQP AND SUPP 50.994500007511 10 3/5/2018 101933 RAY ALLEN MANUFACTURING, LLC POLICE EQP AND SUPP 39.944500007511 11 3/5/2018 101933 RAY ALLEN MANUFACTURING, LLC POLICE EQP AND SUPP 127.494500007512 674.884500007512 1 3/5/2018 100968 LAWMEN SUPPLY CO OF NEW JERSEY INCPOLICE EQP AND SUPP 168.724500007512 2 3/5/2018 100968 LAWMEN SUPPLY CO OF NEW JERSEY INCPOLICE EQP AND SUPP 506.164500007516 212.084500007516 1 3/5/2018 100428 SOUTH JERSEY WELDING SUPPLY CO FUEL/OIL/GREASE 212.084500007518 2,200.184500007518 1 3/6/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 1,203.604500007518 2 3/6/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 272.584500007518 3 3/6/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 724.004500007521 2,915.464500007521 1 3/6/2018 100511 WESTCODE INC. TRAN CAR EQUIP-MECH 39.754500007521 2 3/6/2018 100511 WESTCODE INC. TRAN CAR EQUIP-MECH 2,714.644500007521 3 3/6/2018 100511 WESTCODE INC. TRAN CAR EQUIP-MECH 51.084500007521 4 3/6/2018 100511 WESTCODE INC. TRAN CAR EQUIP-MECH 14.684500007521 5 3/6/2018 100511 WESTCODE INC. TRAN CAR EQUIP-MECH 27.454500007521 6 3/6/2018 100511 WESTCODE INC. TRAN CAR EQUIP-MECH 29.704500007521 7 3/6/2018 100511 WESTCODE INC. TRAN CAR EQUIP-MECH 15.034500007521 8 3/6/2018 100511 WESTCODE INC. TRAN CAR EQUIP-MECH 23.134500007522 110.404500007522 1 3/6/2018 100700 AAF INTERNATIONAL HVAC 110.404500007524 13.594500007524 1 3/6/2018 100620 BILLOWS ELEC SUPPLY CO INC ELEC EQP/SUPP-NO CBL 13.594500007525 2,096.004500007525 1 3/6/2018 100808 COLONIAL ELECTRIC SUPPLY CO.,INC. ELECTRON COMPON/PRTS 2,096.004500007526 936.154500007526 1 3/6/2018 100644 FRANKLIN - GRIFFITH, LLC 1ST AID & SAFETY EQP 282.90

PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS - March, 2018

Purchasing Document Item Document Date Vendor/supplying plant Material Group Desc. Net Order Value4500007526 2 3/6/2018 100644 FRANKLIN - GRIFFITH, LLC ELECTRON COMPON/PRTS 653.254500007527 155.524500007527 1 3/6/2018 100258 K.C. ELECTRONIC, DISTRIBUTORS INC. ELEC EQP/SUPP-NO CBL 155.524500007528 389.344500007528 1 3/6/2018 100990 MARLAC ELECTRONICS, A DIV.OF SYSCOMELECTRON COMPON/PRTS 22.504500007528 2 3/6/2018 100990 MARLAC ELECTRONICS, A DIV.OF SYSCOMCOMP ACCESS./SUPP. 366.844500007529 1,493.504500007529 1 3/6/2018 100698 MONARCH BRANDS RAGS, SHOP TOWELS 1,493.504500007530 1,495.734500007530 1 3/6/2018 100677 PEIRCE-PHELPS, INC ELEC&SIG PARTS/MAINT 280.984500007530 2 3/6/2018 100677 PEIRCE-PHELPS, INC ELEC&SIG PARTS/MAINT 660.804500007530 3 3/6/2018 100677 PEIRCE-PHELPS, INC ELEC&SIG PARTS/MAINT 553.954500007531 251.644500007531 1 3/8/2018 100436 STAUFFER GLOVE & SAFETY 1ST AID & SAFETY EQP 154.564500007531 2 3/8/2018 100436 STAUFFER GLOVE & SAFETY 1ST AID & SAFETY EQP 97.084500007532 237.354500007532 1 3/8/2018 101067 PEMBERTON ELECTRICAL SUPPLY COMPANYELEC&SIG PARTS/MAINT 143.604500007532 2 3/8/2018 101067 PEMBERTON ELECTRICAL SUPPLY COMPANYELEC EQP/SUPP-NO CBL 93.754500007533 2,008.704500007533 1 3/8/2018 101189 TRI-DIM FILTER CORPORATION TRAN CAR EQUIP-MECH 2,008.704500007534 242.364500007534 1 3/8/2018 101195 ULINE, INC BAGS/EROSION EQUIP 242.364500007535 397.354500007535 1 3/8/2018 101539 MASTER BOLT & MFG, INC. BLDGS/GRNDS- MAINT. 397.354500007536 35.314500007536 1 3/8/2018 100879 FASTENAL COMPANY HAND TOOLS 22.954500007536 2 3/8/2018 100879 FASTENAL COMPANY FASTENERS 12.364500007537 1,846.064500007537 1 3/8/2018 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 107.504500007537 2 3/8/2018 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 90.004500007537 3 3/8/2018 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 33.964500007537 4 3/8/2018 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 38.404500007537 5 3/8/2018 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 175.004500007537 6 3/8/2018 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 262.204500007537 7 3/8/2018 101973 SUPREME SAFETY, INC ELECTRON COMPON/PRTS 1,040.004500007537 8 3/8/2018 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 99.004500007539 520.954500007539 1 3/8/2018 100191 GKY INDUSTRIES BLDGS/GRNDS- MAINT. 520.954500007540 105.004500007540 1 3/8/2018 100676 OFFICE BASICS INC. ENVELOPES, PLAIN/PRT 105.004500007541 192.004500007541 1 3/8/2018 101247 Y-PERS, INC. JANITORIAL SUPPLIES 192.004500007542 8,749.654500007542 1 3/8/2018 100243 JAMAICA BEARINGS CO INC. TRAN CAR EQUIP-MECH 8,749.654500007543 208.004500007543 1 3/8/2018 101195 ULINE, INC BAGS/EROSION EQUIP 208.004500007544 71.204500007544 1 3/8/2018 100684 SOSMETAL PRODUCTS HAND TOOLS 71.204500007545 8,805.004500007545 1 3/9/2018 101454 OLIVER COMMUNICATIONS GROUP INC.SEC/FIRE/EMER SRVS 8,805.004500007546 257.404500007546 1 3/9/2018 100897 GLOBAL EQUIPMENT CO. OFFICE SUPPLIES 257.404500007548 131.704500007548 1 3/12/2018 100337 PAPER MART INC ENVELOPES, PLAIN/PRT 131.704500007549 93.964500007549 1 3/12/2018 101191 TRI-STATE INDUSTRIAL DISTRIB. OF NJ ELECTRON COMPON/PRTS 18.004500007549 2 3/12/2018 101191 TRI-STATE INDUSTRIAL DISTRIB. OF NJ 1ST AID & SAFETY EQP 75.964500007550 1,586.754500007550 1 3/12/2018 100191 GKY INDUSTRIES BLDGS/GRNDS- MAINT. 994.254500007550 2 3/12/2018 100191 GKY INDUSTRIES BLDGS/GRNDS- MAINT. 592.504500007551 954.004500007551 1 3/12/2018 100966 LAUREL LAWNMOWER SERVICE BLDGS/GRNDS- MAINT. 954.004500007552 2,733.104500007552 1 3/12/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 155.004500007552 2 3/12/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 873.204500007552 3 3/12/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 448.084500007552 4 3/12/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 456.664500007552 5 3/12/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 800.16

PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS - March, 2018

Purchasing Document Item Document Date Vendor/supplying plant Material Group Desc. Net Order Value4500007553 3,820.004500007553 1 3/12/2018 100448 TACTICAL PUBLIC SAFETY RADIO COMMUN./TELE 3,820.004500007556 250.004500007556 1 3/12/2018 100735 ARBILL INDUSTRIES INC 1ST AID & SAFETY EQP 250.004500007557 375.004500007557 1 3/13/2018 100965 L.B. FOSTER CO. BLDGS/GRNDS- MAINT. 375.004500007558 0.004500007558 1 3/13/2018 100443 SWIGER COIL SYSTEMS TRANS CAR EQUIP-ELEC 0.004500007559 6,008.004500007559 1 3/13/2018 100443 SWIGER COIL SYSTEMS TRANS CAR EQUIP-ELEC 6,008.004500007560 8,228.004500007560 1 3/13/2018 100443 SWIGER COIL SYSTEMS TRANS CAR EQUIP-ELEC 8,228.004500007561 13,658.004500007561 1 3/13/2018 100443 SWIGER COIL SYSTEMS TRANS CAR EQUIP-ELEC 13,658.004500007562 4,514.004500007562 1 3/13/2018 100443 SWIGER COIL SYSTEMS TRANS CAR EQUIP-ELEC 4,514.004500007563 4,487.004500007563 1 3/13/2018 100443 SWIGER COIL SYSTEMS TRANS CAR EQUIP-ELEC 4,487.004500007565 9,584.004500007565 1 3/14/2018 102164 NATIONAL BOLT & NUT CORP. FASTENERS 4,792.004500007565 2 3/14/2018 102164 NATIONAL BOLT & NUT CORP. FASTENERS 4,792.004500007566 993.184500007566 1 3/14/2018 102185 EUTECTIC CORPORATION WELDING EQP & SUPP 993.184500007567 7,900.004500007567 1 3/14/2018 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC 7,900.004500007570 16,978.004500007570 1 3/14/2018 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC 16,978.004500007571 8,003.004500007571 1 3/14/2018 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC 8,003.004500007572 4,400.004500007572 1 3/14/2018 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC 4,400.004500007580 1,120.254500007580 1 3/14/2018 100697 A & A GLOVE & SAFETY CO. CLOTHING UNIFORM 420.004500007580 2 3/14/2018 100697 A & A GLOVE & SAFETY CO. CLOTHING UNIFORM 124.754500007580 3 3/14/2018 100697 A & A GLOVE & SAFETY CO. CLOTHING UNIFORM 359.254500007580 4 3/14/2018 100697 A & A GLOVE & SAFETY CO. CLOTHING UNIFORM 96.254500007580 5 3/14/2018 100697 A & A GLOVE & SAFETY CO. CLOTHING UNIFORM 120.004500007585 640.004500007585 1 3/14/2018 100231 INDCO INC JANITORIAL SUPPLIES 561.604500007585 2 3/14/2018 100231 INDCO INC JANITORIAL SUPPLIES 78.404500007586 372.004500007586 1 3/15/2018 100181 G & B SPECIALTIES, INC. TRK&RHT OF WAY MAINT 372.004500007587 2,361.204500007587 1 3/15/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 1,396.004500007587 2 3/15/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 965.204500007588 10,496.844500007588 1 3/15/2018 100345 PENN MACHINE COMPANY LLC TRANS CAR EQUIP-ELEC 10,496.844500007590 6,861.034500007590 1 3/15/2018 101316 UTC/RAS TRAN CAR EQUIP-MECH 6,861.034500007591 6,734.534500007591 1 3/15/2018 101316 UTC/RAS TRAN CAR EQUIP-MECH 6,734.534500007592 13,631.204500007592 1 3/15/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 1,681.744500007592 2 3/15/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 1,439.354500007592 3 3/15/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 882.584500007592 4 3/15/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 2,816.524500007592 5 3/15/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 70.584500007592 6 3/15/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 427.034500007592 7 3/15/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 440.584500007592 8 3/15/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 71.294500007592 9 3/15/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 1,681.744500007592 10 3/15/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 1,439.354500007592 11 3/15/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 882.584500007592 12 3/15/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 788.384500007592 13 3/15/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 70.584500007592 14 3/15/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 427.034500007592 15 3/15/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 440.584500007592 16 3/15/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 71.29

PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS - March, 2018

Purchasing Document Item Document Date Vendor/supplying plant Material Group Desc. Net Order Value4500007593 19,595.004500007593 1 3/15/2018 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC 19,595.004500007597 1,604.454500007597 1 3/15/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 1,418.104500007597 2 3/15/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 128.354500007597 3 3/15/2018 100169 EPLUS TECHNOLOGY, INC. COMP HW/PERIPH-MICRO 58.004500007598 4,552.504500007598 1 3/15/2018 100530 SHI INTERNATIONAL CORP DATA PROC SRVS & SW 4,552.504500007600 10,471.844500007600 1 3/15/2018 100345 PENN MACHINE COMPANY LLC TRANS CAR EQUIP-ELEC 10,471.844500007601 5,223.324500007601 1 3/15/2018 102066 TEAMSCREEN SOLUTIONS MISC PROF SRVS 98.554500007601 2 3/15/2018 102066 TEAMSCREEN SOLUTIONS MISC PROF SRVS 4,550.004500007601 3 3/15/2018 102066 TEAMSCREEN SOLUTIONS MISC PROF SRVS 567.004500007601 4 3/15/2018 102066 TEAMSCREEN SOLUTIONS MISC PROF SRVS 7.774500007602 1,535.004500007602 1 3/16/2018 101983 LOVELINE INDUSTRIES, INC. 1ST AID & SAFETY EQP 1,535.004500007603 365.004500007603 1 3/16/2018 100191 GKY INDUSTRIES FASTENERS 365.004500007610 1,389.004500007610 1 3/19/2018 101659 INTERNATIONAL NAME PLATE SUPPLIESSIGN MAT/MAKING EQP 578.004500007610 2 3/19/2018 101659 INTERNATIONAL NAME PLATE SUPPLIESSIGN MAT/MAKING EQP 578.004500007610 3 3/19/2018 101659 INTERNATIONAL NAME PLATE SUPPLIESSIGN MAT/MAKING EQP 233.004500007611 1,535.004500007611 1 3/19/2018 101983 LOVELINE INDUSTRIES, INC. 1ST AID & SAFETY EQP 1,535.004500007615 159.874500007615 1 3/19/2018 100735 ARBILL INDUSTRIES INC 1ST AID & SAFETY EQP 146.024500007615 2 3/19/2018 100735 ARBILL INDUSTRIES INC 1ST AID & SAFETY EQP 13.854500007616 869.004500007616 1 3/19/2018 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 355.004500007616 2 3/19/2018 101973 SUPREME SAFETY, INC ELEC EQP/SUPP-NO CBL 514.004500007617 178.444500007617 1 3/19/2018 100176 BARTUK HOSE & HYDRAULICS ELECTRON COMPON/PRTS 178.444500007618 553.004500007618 1 3/19/2018 100760 BIOCHEM SYSTEMS INC. CLEANING MATERIALS 553.004500007619 1,528.004500007619 1 3/19/2018 100731 APPLIED INDUSTRIAL TECHNOLOGIES TRAN CAR EQUIP-MECH 1,528.004500007623 328.814500007623 1 3/19/2018 101191 TRI-STATE INDUSTRIAL DISTRIB. OF NJ PAINT-COATINGS, ETC 33.964500007623 2 3/19/2018 101191 TRI-STATE INDUSTRIAL DISTRIB. OF NJ HAND TOOLS 25.754500007623 3 3/19/2018 101191 TRI-STATE INDUSTRIAL DISTRIB. OF NJ HAND TOOLS 47.604500007623 4 3/19/2018 101191 TRI-STATE INDUSTRIAL DISTRIB. OF NJ HAND TOOLS 122.504500007623 5 3/19/2018 101191 TRI-STATE INDUSTRIAL DISTRIB. OF NJ PAINT-COATINGS, ETC 99.004500007625 565.204500007625 1 3/19/2018 100103 CL PRESSER CO HAND TOOLS 43.504500007625 2 3/19/2018 100103 CL PRESSER CO HAND TOOLS 20.704500007625 3 3/19/2018 100103 CL PRESSER CO HAND TOOLS 501.004500007626 232.004500007626 1 3/19/2018 100859 ELECTRONIC CONNECTIONS INTERNATIONAHAND TOOLS 232.004500007628 1,260.004500007628 1 3/19/2018 100644 FRANKLIN - GRIFFITH, LLC COMP ACCESS./SUPP. 1,260.004500007629 970.404500007629 1 3/19/2018 100231 INDCO INC JANITORIAL SUPPLIES 15.004500007629 2 3/19/2018 100231 INDCO INC BLDGS/GRNDS- MAINT. 355.004500007629 3 3/19/2018 100231 INDCO INC JANITORIAL SUPPLIES 331.804500007629 4 3/19/2018 100231 INDCO INC JANITORIAL SUPPLIES 268.604500007630 7,999.684500007630 1 3/19/2018 100243 JAMAICA BEARINGS CO INC. TRAN CAR EQUIP-MECH 7,999.684500007631 56.254500007631 1 3/20/2018 101524 CAPITAL GASKET & RUBBER CORP. TRAN CAR EQUIP-MECH 56.254500007632 87.154500007632 1 3/20/2018 100103 CL PRESSER CO HAND TOOLS 44.254500007632 2 3/20/2018 100103 CL PRESSER CO HAND TOOLS 42.904500007633 189.004500007633 1 3/20/2018 100963 KSL SUPPLIES INC. TRAN CAR EQUIP-MECH 189.004500007634 162.504500007634 1 3/20/2018 100859 ELECTRONIC CONNECTIONS INTERNATIONAELECTRON COMPON/PRTS 162.504500007635 475.20

PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS - March, 2018

Purchasing Document Item Document Date Vendor/supplying plant Material Group Desc. Net Order Value4500007635 1 3/20/2018 102092 MARTEK INDUSTRIES, INC. ELEC&SIG PARTS/MAINT 475.204500007636 868.324500007636 1 3/20/2018 101055 ORR SAFETY CORPORATION 1ST AID & SAFETY EQP 868.324500007638 544.354500007638 1 3/20/2018 101769 PAYPHONE.COM ELEC&SIG PARTS/MAINT 104.754500007638 2 3/20/2018 101769 PAYPHONE.COM ELEC&SIG PARTS/MAINT 439.604500007639 1,436.404500007639 1 3/20/2018 100155 EHMKE MANUFACTURING COMPANY, INC.HAND TOOLS 1,436.404500007641 837.054500007641 1 3/20/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 43.604500007641 2 3/20/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 141.704500007641 3 3/20/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 408.754500007641 4 3/20/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 110.404500007641 5 3/20/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 80.004500007641 6 3/20/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 40.004500007641 7 3/20/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 12.604500007642 710.834500007642 1 3/20/2018 100979 M S C INDUSTRIAL SUPPLY CO. INC. HAND TOOLS 28.204500007642 2 3/20/2018 100979 M S C INDUSTRIAL SUPPLY CO. INC. CHEM/SOLV-COMMERCIAL 44.584500007642 3 3/20/2018 100979 M S C INDUSTRIAL SUPPLY CO. INC. HAND TOOLS 638.054500007643 857.854500007643 1 3/20/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 32.704500007643 2 3/20/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 130.804500007643 3 3/20/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 321.554500007643 4 3/20/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 207.004500007643 5 3/20/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 120.004500007643 6 3/20/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 8.004500007643 7 3/20/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 37.804500007644 465.804500007644 1 3/20/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 32.704500007644 2 3/20/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 92.654500007644 3 3/20/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 179.854500007644 4 3/20/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 96.604500007644 5 3/20/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 32.004500007644 6 3/20/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 32.004500007645 7,190.004500007645 1 3/20/2018 101429 ELECTRO WIRE NON ELECTRON-CBL/WRE 7,190.004500007646 1,628.604500007646 1 3/20/2018 100953 KAMAN INDUSTRIAL TECHNOLOGIES CORP.FUEL/OIL/GREASE 1,628.604500007647 80.144500007647 1 3/20/2018 100289 MCMASTER-CARR SUPPLY COMPANY JANITORIAL SUPPLIES 14.044500007647 2 3/20/2018 100289 MCMASTER-CARR SUPPLY COMPANY FASTENERS 66.104500007648 1,359.004500007648 1 3/20/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 359.704500007648 2 3/20/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 523.204500007648 3 3/20/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 38.704500007648 4 3/20/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 37.804500007648 5 3/20/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 65.404500007648 6 3/20/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 98.104500007648 7 3/20/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 75.604500007648 8 3/20/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 38.704500007648 9 3/20/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 73.804500007648 10 3/20/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 48.004500007649 168.004500007649 1 3/20/2018 100341 PEI GENESIS, Inc. TRAN CAR EQUIP-MECH 168.004500007650 2,234.824500007650 1 3/20/2018 101067 PEMBERTON ELECTRICAL SUPPLY COMPANYELEC EQP/SUPP-NO CBL 150.044500007650 2 3/20/2018 101067 PEMBERTON ELECTRICAL SUPPLY COMPANYELEC&SIG PARTS/MAINT 640.804500007650 3 3/20/2018 101067 PEMBERTON ELECTRICAL SUPPLY COMPANYELECTRON COMPON/PRTS 1,443.984500007651 81.754500007651 1 3/20/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 81.754500007653 187.504500007653 1 3/20/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 32.704500007653 2 3/20/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 65.404500007653 3 3/20/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 41.404500007653 4 3/20/2018 100326 NORTHSTAR INDUSTRIAL SUPPLY, LLC CLOTHING UNIFORM 48.004500007657 3,677.064500007657 1 3/22/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 25.03

PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS - March, 2018

Purchasing Document Item Document Date Vendor/supplying plant Material Group Desc. Net Order Value4500007657 2 3/22/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 38.504500007657 3 3/22/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 15.544500007657 4 3/22/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 56.194500007657 5 3/22/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 33.094500007657 6 3/22/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 51.524500007657 7 3/22/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 111.324500007657 8 3/22/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 270.404500007657 9 3/22/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 61.204500007657 10 3/22/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 277.204500007657 11 3/22/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 95.404500007657 12 3/22/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 53.204500007657 13 3/22/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 38.254500007657 14 3/22/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 67.054500007657 15 3/22/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 28.504500007657 16 3/22/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 52.504500007657 17 3/22/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 151.744500007657 18 3/22/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 73.504500007657 19 3/22/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 163.294500007657 20 3/22/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 329.004500007657 21 3/22/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 146.884500007657 22 3/22/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 146.304500007657 23 3/22/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 212.804500007657 24 3/22/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 672.004500007657 25 3/22/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 216.204500007657 26 3/22/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 156.634500007657 27 3/22/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 16.914500007657 28 3/22/2018 100667 SNAP-ON INDUSTRIAL HAND TOOLS 116.924500007659 12,426.004500007659 1 3/22/2018 100056 ARTIC ICE & CHEMICAL INC. SALT-SODIUM CHLORIDE 6,238.004500007659 2 3/22/2018 100056 ARTIC ICE & CHEMICAL INC. SALT-SODIUM CHLORIDE 6,188.004500007663 350.954500007663 1 3/23/2018 101191 TRI-STATE INDUSTRIAL DISTRIB. OF NJ HARDWARE & RELATED 44.404500007663 2 3/23/2018 101191 TRI-STATE INDUSTRIAL DISTRIB. OF NJ PLUMBING EQP & SUPP 73.504500007663 3 3/23/2018 101191 TRI-STATE INDUSTRIAL DISTRIB. OF NJ FUEL/OIL/GREASE 220.004500007663 4 3/23/2018 101191 TRI-STATE INDUSTRIAL DISTRIB. OF NJ FUEL/OIL/GREASE 13.054500007664 65.284500007664 1 3/23/2018 100818 COOPER ELECTRIC SUPPLY CO. ELEC&SIG PARTS/MAINT 65.284500007665 478.444500007665 1 3/23/2018 100422 SHERWIN-WILLIAMS PAINT-COATINGS, ETC 212.044500007665 2 3/23/2018 100422 SHERWIN-WILLIAMS PAINT-COATINGS, ETC 266.404500007666 1,215.204500007666 1 3/23/2018 101353 UNITED REFRIGERATION, INC. TRANS CAR EQUIP-ELEC 1,215.204500007667 177.124500007667 1 3/23/2018 100436 STAUFFER GLOVE & SAFETY 1ST AID & SAFETY EQP 177.124500007668 393.124500007668 1 3/23/2018 100501 W.B. MASON CO. INC COOLERS/BTL WATER 393.124500007669 202.804500007669 1 3/23/2018 100145 EAST COAST EVENT RENTAL LLC FURNITURE 76.504500007669 2 3/23/2018 100145 EAST COAST EVENT RENTAL LLC FURNITURE 71.304500007669 3 3/23/2018 100145 EAST COAST EVENT RENTAL LLC FURNITURE 55.004500007670 64.004500007670 1 3/23/2018 100379 QUIKSTITCH EMBROIDERY CLOTHING UNIFORM 64.004500007673 2,378.204500007673 1 3/23/2018 102072 WITMER PUBLIC SAFETY GROUP CLOTHING ACCESSORIES 151.804500007673 2 3/23/2018 102072 WITMER PUBLIC SAFETY GROUP CLOTHING ACCESSORIES 404.804500007673 3 3/23/2018 102072 WITMER PUBLIC SAFETY GROUP CLOTHING ACCESSORIES 784.304500007673 4 3/23/2018 102072 WITMER PUBLIC SAFETY GROUP CLOTHING ACCESSORIES 1,037.304500007677 1,755.804500007677 1 3/23/2018 100530 SHI INTERNATIONAL CORP DATA PROC SRVS & SW 405.184500007677 2 3/23/2018 100530 SHI INTERNATIONAL CORP DATA PROC SRVS & SW 1,125.514500007677 3 3/23/2018 100530 SHI INTERNATIONAL CORP DATA PROC SRVS & SW 225.114500007679 20,000.004500007679 1 3/23/2018 101497 TRANSPORTATION LEARNING CENTER EDUCATIONAL SRVS 5,000.004500007679 2 3/23/2018 101497 TRANSPORTATION LEARNING CENTER EDUCATIONAL SRVS 5,000.004500007679 3 3/23/2018 101497 TRANSPORTATION LEARNING CENTER EDUCATIONAL SRVS 5,000.004500007679 4 3/23/2018 101497 TRANSPORTATION LEARNING CENTER EDUCATIONAL SRVS 5,000.004500007680 7,899.004500007680 1 3/23/2018 100672 MSDSPRO, LLC DATA PROC SRVS & SW 4,350.00

PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS - March, 2018

Purchasing Document Item Document Date Vendor/supplying plant Material Group Desc. Net Order Value4500007680 2 3/23/2018 100672 MSDSPRO, LLC DATA PROC SRVS & SW 3,549.004500007683 10,346.004500007683 1 3/26/2018 100530 SHI INTERNATIONAL CORP DATA PROC SRVS & SW 10,346.004500007686 10,239.204500007686 1 3/26/2018 100221 HOUGH PETROLEUM FUEL/OIL/GREASE 2,467.504500007686 2 3/26/2018 100221 HOUGH PETROLEUM FUEL/OIL/GREASE 1,497.504500007686 3 3/26/2018 100221 HOUGH PETROLEUM FUEL/OIL/GREASE 2,083.204500007686 4 3/26/2018 100221 HOUGH PETROLEUM FUEL/OIL/GREASE 1,215.004500007686 5 3/26/2018 100221 HOUGH PETROLEUM FUEL/OIL/GREASE 2,976.004500007693 7,685.004500007693 1 3/27/2018 102194 STROUD SAFETY APPAREL CLOTHING UNIFORM 5,290.004500007693 2 3/27/2018 102194 STROUD SAFETY APPAREL CLOTHING UNIFORM 1,680.004500007693 3 3/27/2018 102194 STROUD SAFETY APPAREL CLOTHING UNIFORM 500.004500007693 4 3/27/2018 102194 STROUD SAFETY APPAREL CLOTHING UNIFORM 135.004500007693 5 3/27/2018 102194 STROUD SAFETY APPAREL CLOTHING UNIFORM 80.004500007696 0.004500007696 1 3/27/2018 100285 MAC PRODUCTS, INC TRAN CAR EQUIP-MECH 0.004500007697 3,456.584500007697 1 3/27/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 181.584500007697 2 3/27/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 655.004500007697 3 3/27/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 655.004500007697 4 3/27/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 655.004500007697 5 3/27/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 655.004500007697 6 3/27/2018 100828 CUBIC TRANSPORTATION SYSTEMS FARE COLLECTION EQP 655.004500007700 5,307.004500007700 1 3/27/2018 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC 5,307.004500007702 5,719.004500007702 1 3/27/2018 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC 5,719.004500007703 5,513.004500007703 1 3/27/2018 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC 5,513.004500007705 19,469.004500007705 1 3/27/2018 100630 RAM INDUSTRIAL SERVICES, LLC TRANS CAR EQUIP-ELEC 19,469.004500007708 10,496.844500007708 1 3/27/2018 100345 PENN MACHINE COMPANY LLC TRANS CAR EQUIP-ELEC 10,496.844500007709 10,471.844500007709 1 3/27/2018 100345 PENN MACHINE COMPANY LLC TRANS CAR EQUIP-ELEC 10,471.844500007716 1,770.004500007716 1 3/29/2018 100116 CONTEMPORARY MACHINERY & HAND TOOLS 1,770.004500007717 464.404500007717 1 3/29/2018 100351 PEPCO MANUFACTURING CO AUTO BODY/ACS PRTS 464.404500007718 24.724500007718 1 3/29/2018 100607 CAMDEN TOOL HAND TOOLS 24.724500007719 10,471.844500007719 1 3/29/2018 100345 PENN MACHINE COMPANY LLC TRANS CAR EQUIP-ELEC 10,471.844500007720 10,471.844500007720 1 3/29/2018 100345 PENN MACHINE COMPANY LLC TRANS CAR EQUIP-ELEC 10,471.844500007721 10,471.844500007721 1 3/29/2018 100345 PENN MACHINE COMPANY LLC TRANS CAR EQUIP-ELEC 10,471.844500007722 1,134.704500007722 1 3/29/2018 100199 H. C. WARNER, INC. TRAN CAR EQUIP-MECH 1,134.704500007723 3,777.844500007723 1 3/29/2018 100851 DUROX CO TRAN CAR EQUIP-MECH 3,777.844500007726 3,398.404500007726 1 3/29/2018 100285 MAC PRODUCTS, INC TRAN CAR EQUIP-MECH 3,398.404500007727 15,580.004500007727 1 3/29/2018 100482 TWINCO MFG. CO., INC. ELEC&SIG PARTS/MAINT 15,580.004500007729 572.404500007729 1 3/29/2018 102125 AMERICAN ALUMINUM CASTING CO. TRAN CAR EQUIP-MECH 572.404500007730 421.204500007730 2 3/29/2018 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 151.204500007730 3 3/29/2018 101973 SUPREME SAFETY, INC 1ST AID & SAFETY EQP 270.004500007731 3,281.584500007731 1 3/29/2018 100729 ANSALDO STS USA, INC. TRK&RHT OF WAY MAINT 3,281.584500007732 386.354500007732 1 3/29/2018 100731 APPLIED INDUSTRIAL TECHNOLOGIES TRAN CAR EQUIP-MECH 102.854500007732 2 3/29/2018 100731 APPLIED INDUSTRIAL TECHNOLOGIES TRAN CAR EQUIP-MECH 283.504500007735 92.704500007735 1 3/29/2018 100167 ENGINEERED HYDRAULICS, INC PLUMBING EQP & SUPP 92.70

PATCO MONTHLY LIST OF PREVIOUSLY APPROVED PURCHASE ORDER CONTRACTS - March, 2018

Purchasing Document Item Document Date Vendor/supplying plant Material Group Desc. Net Order Value4500007741 1,877.004500007741 1 3/29/2018 102114 ROOT 24 HOURS PLUMBING INC LAUNDRY & DRY CLEAN 1,877.004500007742 3,173.934500007742 1 3/29/2018 100080 BRUCES COLLISION CENTER AUTO BODY/ACS PRTS 3,173.934500007743 72.104500007743 1 3/29/2018 100337 PAPER MART INC PAPER OFFCE/PRT SHOP 72.104500007744 232.564500007744 1 3/29/2018 100436 STAUFFER GLOVE & SAFETY 1ST AID & SAFETY EQP 141.124500007744 2 3/29/2018 100436 STAUFFER GLOVE & SAFETY 1ST AID & SAFETY EQP 91.444500007745 269.754500007745 1 3/29/2018 100231 INDCO INC JANITORIAL SUPPLIES 69.004500007745 2 3/29/2018 100231 INDCO INC JANITORIAL SUPPLIES 200.754500007746 1,093.504500007746 1 3/29/2018 101106 REPAIR TECHNOLOGY INC. TRAN CAR EQUIP-MECH 1,093.504500007747 434.464500007747 1 3/30/2018 101407 GH BERLIN WINDWARD FUEL/OIL/GREASE 434.464500007748 100.324500007748 1 3/30/2018 100103 CL PRESSER CO HAND TOOLS 100.324500007749 52.004500007749 1 3/30/2018 100883 FOTRONIC CORPORATION/TEST EQUIPMENTELECTRON COMPON/PRTS 52.004500007750 600.004500007750 1 3/30/2018 100963 KSL SUPPLIES INC. BLDGS/GRNDS- MAINT. 600.004500007751 386.004500007751 1 3/30/2018 100279 LIBERTY ELECTRONICS, INC NON ELECTRON-CBL/WRE 386.004500007752 520.184500007752 1 3/30/2018 100979 M S C INDUSTRIAL SUPPLY CO. INC. HAND TOOLS 425.104500007752 2 3/30/2018 100979 M S C INDUSTRIAL SUPPLY CO. INC. HAND TOOLS 95.084500007753 65.554500007753 1 3/30/2018 100289 MCMASTER-CARR SUPPLY COMPANY FUEL/OIL/GREASE 65.554500007754 45.004500007754 1 3/30/2018 100674 OMNI FINISHING HOSE/ACCESS: INDUST. 45.004500007755 378.004500007755 1 3/30/2018 100421 SHAMONG MFG. COMPANY TRAN CAR EQUIP-MECH 378.004500007755 2 3/30/2018 100421 SHAMONG MFG. COMPANY TRAN CAR EQUIP-MECH 0.004500007756 324.004500007756 1 3/30/2018 100445 T. FRANK MCCALL'S, INC. JANITORIAL SUPPLIES 324.004500007757 660.004500007757 1 3/30/2018 100500 VOSSLOH TRACK MATERIAL INC HAND TOOLS 660.004500007758 652.184500007758 1 3/30/2018 100289 MCMASTER-CARR SUPPLY COMPANY TRAN CAR EQUIP-MECH 456.304500007758 2 3/30/2018 100289 MCMASTER-CARR SUPPLY COMPANY FASTENERS 119.004500007758 3 3/30/2018 100289 MCMASTER-CARR SUPPLY COMPANY HAND TOOLS 76.884500007759 158.004500007759 1 3/30/2018 100103 CL PRESSER CO FASTENERS 158.00

OPERATIONS & MAINTENANCE

COMMITTEE

Refer to Operations and

Maintenance Minutes

in the DRPA Board Packet

SUMMARY STATEMENT

ITEM NO.: PATCO-18-010 SUBJECT: Snow Removal Services forPATCO New Jersey Locationson an As-Needed Basis

COMMITTEE: Operations and Maintenance

COMMITTEE MEETING DATE: April 3, 2018

BOARD ACTION DATE: April 18, 2018

PROPOSAL: That the Board authorize staff to negotiate a three (3) year contractplus an option to extend the Agreement for one (1) additional year withJPC Group, Inc. to provide snow removal services for PATCO NewJersey locations on an as-needed basis.

Amount: $300,000 (not-to-exceed/year)

Contractor: JPC Group, Inc.228 Blackwood-Barnsboro RoadBlackwood, NJ 08012

Other Bidder: Paving Plus LLC

Snow Removal Service Contingency Contract(Per 12 Hr Shift) JPC Paving Plus

Year-1 $19,643 $24,260Year-2 $19,643 $24,260Year-3 $20,483 $24,260

Option Year $20,483 $24,260

Total $80,252 $97,040

*See Attached Exhibit “A” for breakdown of operation costs forlabor/equipment for typical 12 hour work shift.

PURPOSE: To provide for snow and ice removal from PATCO parking lots, androadways at Lindenwold, Ashland, Woodcrest, Haddonfield,Westmont, Collingswood, and Ferry Avenue stations when snowaccumulations are greater than eight (8) inches at any of theaforementioned PATCO locations, on an as-needed basis.

BACKGROUND: PATCO has in-house capabilities to remove snow generally foraccumulations less than or equal to eight (8) inches. When officialweather reports predict imminent snow accumulations will exceed

eight (8) inches, the contractor would be on-call to perform removalservices if and when officially requested by PATCO.

An invitation to bid was posted on DRPA’s website on January 24,2018. Bid documents were provided to six (6) prospective bidders. Two(2) bids were received.

Pricing for snow removal was based on providing pricing for eachproposed piece of snow equipment specified, at a cost per hour ofoperation for a typical shift of 12 hours, including mobilization/demobilization of the equipment to and from the PATCO stations.

Staff has completed the evaluation of bids and recommends that thecontract be awarded to JPC Group, Inc. as the low responsive bidder.

Funds are included in the PATCO Operating Budget for snow removalservices; costs would be expensed out of the General Fund if servicesare rendered.

SUMMARY: Amount: $300,000 (Not to exceed/year)Source of Funds: General FundCapital Project #: N/AOperating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: Three (3) years, with an option to extend

the Agreement for one (1) additional yearOther Parties Involved: N/A

PATCO-18-010Operations and Maintenance Committee: April 3, 2018

Board Date: April 18, 2018Snow Removal Services for

PATCO New Jersey Locationson an As-Needed Basis

RESOLUTION

RESOLVED: That the Board authorizes staff to negotiate a contract with JPCGroup, Inc. to provide snow removal services on an as-needed basis forPATCO New Jersey locations for a period of three (3) years with anoption to extend the Agreement for one (1) additional year, as perattached Summary Statement for a total amount not to exceed$300,000/year during this period; and be it further

RESOLVED: The Chairman, Vice Chairman and the President must approve andare hereby authorized to approve and execute all necessaryagreements, contracts, or other documents on behalf of PATCO. Ifsuch agreements, contracts, or other documents have been approved bythe Chairman, Vice Chairman and President and if thereafter, eitherthe Chairman or Vice Chairman is absent or unavailable, theremaining Officer may execute the said document(s) on behalf ofPATCO along with the President. If both the Chairman and ViceChairman are absent or unavailable, and if it is necessary to executethe said document(s), while they are absent or unavailable, then thePresident shall execute such document(s) on behalf of PATCO.

SUMMARY: Amount: $300,000 (Not to exceed/year)Source of Funds: General FundCapital Project #: N/AOperating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: Three (3) years, with an option to extend

the Agreement for one (1) additional yearOther Parties Involved: N/A

EXHIBIT ‘A’

JPC Group, Inc.Mobilization/

Demobilization

Cost perHr

Operation

TypicalShift @12 hrs

Shift 1st Year 2nd Year

Supervisor’s Truckwith Supervisor

$200.00 $170.00 12 $2,040.00 $2,240.00 $2,240.00

Dump Truck w/outplow 14-18cy

$750.00 $210.00 12 $2,520.00 $3,270.00 $3,270.00

Dump Truck w/ plow8-10cy or 10-12 cy

$100.00 $140.00 12 $1,680.00 $1,780.00 $1,780.00

Loader/Backhoe1.25 – 1.5 cy

$750.00 $250.00 12 $3,000.00 $3,750.00 $3,750.00

Loader/Tire 2.5-4 cy,4-6 cy, 6-8 cy

$100.00 $250.00 12 $3,000.00 $3,100.00 $3,100.00

Loader/Tire 4-6 cy $750.00 $395.00 12 $4,740.00 $5,490.00 $5,490.00

Motor Grader $1.00 $1.00 12 $12.00 $13.00 $13.00

Note: Totals on BidPricing Sheet mustequalMobilization/Demobilization Cost +Shift Cost for eachEquipment Item

$19,643.00 $19,643.00

*** Rates shown are 12:01 a.m. Monday through midnight Saturday.*** For 12:01 a.m. midnight Sundays or holidays, rates will be x 1.5

JPC Group, Inc.Mobilization/

Demobilization

Cost perHr

Operation

TypicalShift @12 hrs

Shift 3rd YearOption

Year

Supervisor’s Truckwith Supervisor

$200.00 $175.00 12 $2,100.00 $2,300.00 $2,300.00

Dump Truck w/outplow 14-18cy

$750.00 $220.00 12 $2,640.00 $3,390.00 $3,390.00

Dump Truck w/ plow8-10cy or 10-12 cy

$100.00 $140.00 12 $1,680.00 $1,780.00 $1,780.00

Loader/Backhoe1.25 – 1.5 cy

$750.00 $265.00 12 $3,180.00 $3,930.00 $3,930.00

Loader/Tire 2.5-4 cy,4-6 cy, 6-8 cy

$100.00 $265.00 12 $3,180.00 $3,280.00 $3,280.00

Loader/Tire 4-6 cy $750.00 $420.00 12 $5,040.00 $5,790.00 $5,790.00

Motor Grader $1.00 $1.00 12 $12.00 $13.00 $13.00

Note: Totals on BidPricing Sheet mustequalMobilization/Demobilization Cost +Shift Cost for eachEquipment Item

$20,483.00 $20,483.00

*** Rates shown are 12:01 a.m. Monday through midnight Saturday.*** For 12:01 a.m. midnight Sundays or holidays, rates will be x 1.5

Paving PlusMobilization/

Demobilization

Cost perHr

Operation

TypicalShift @12 hrs

Shift 1st Year 2nd Year 3rd YearOption

Year

Supervisor’s Truckwith Supervisor

$500.00 $160.00 12 $1,920.00 $2,420.00 $2,420.00 $2,420.00 $2,420.00

Dump Truck w/outplow 14-18cy

$1,200.00 $250.00 12 $3,000.00 $4,200.00 $4,200.00 $4,200.00 $4,200.00

Dump Truck w/ plow8-10cy or 10-12 cy

$1,200.00 $240.00 12 $2,880.00 $4,080.00 $4,080.00 $4,080.00 $4,080.00

Loader/Backhoe1.25 – 1.5 cy

$1,200.00 $175.00 12 $2,100.00 $3,300.00 $3,300.00 $3,300.00 $3,300.00

Loader/Tire 2.5-4 cy,4-6 cy, 6-8 cy

$1,200.00 $190.00 12 $2,280.00 $3,480.00 $3,480.00 $3,480.00 $3,480.00

Loader/Tire 4-6 cy $1,200.00 190.00 12 $2,280.00 $3,480.00 $3,480.00 $3,480.00 $3,480.00

Motor Grader $1,200.00 $175.00 12 $2,100.00 $3,300.00 $3,300.00 $3,300.00 $3,300.00

Note: Totals on BidPricing Sheet mustequalMobilization/Demobilization Cost+ Shift Cost for eachEquipment Item

$24,260.00 $24,260.00 $24,260.00 $24,260.00

*** Rates shown are 12:01 a.m. Monday through midnight Saturday.*** For 12:01 a.m. midnight Sundays or holidays, rates will be x 1.5

NEW BUSINESS

SUMMARY STATEMENT

ITEM NO.: PATCO-18-011 SUBJECT: Consideration of PendingPATCO Contracts (Between $25,000and $100,000)

COMMITTEE: New Business

COMMITTEE MEETING DATE: N/A

BOARD ACTION DATE: April 18, 2018

PROPOSAL: That the Board consider authorizing staff to enter into contracts as shownon the Attachment to this Resolution.

PURPOSE: To permit staff to continue and maintain PATCO operations in a safe andorderly manner.

BACKGROUND: At the Meeting held August 18, 2010 the PATCO Commission adoptedResolution 10-046 providing that all PATCO contracts must be adopted atan open meeting of the PATCO Board. The Board proposed modificationsto that Resolution at its meeting of September 15, 2010; specifically that allcontracts between $25,000 and $100,000 be brought to the Board forapproval. The contracts are listed on the Attachment hereto with theunderstanding that the Board may be willing to consider all of thesecontracts at one time, but if any member of the Board wishes to remove anyone or more items from the list for separate consideration, each memberwill have that privilege.

SUMMARY: Amount: N/ASource of Funds: See Attached ListCapital Project #: N/AOperating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: N/A

PATCO-18-011New Business: April 18, 2018

Board Date: April 18, 2018Consideration of Pending PATCO Contracts

(Between $25,000 and $100,000)

RESOLUTION

RESOLVED: That the Board authorizes and directs that subject to approval by theChair, Vice Chair, General Counsel and the Chief Executive Officer,staff proceed to negotiate and enter into the contracts listed on theAttachment hereto.

SUMMARY: Amount: N/ASource of Funds: See Attached ListCapital Project #: N/AOperating Budget: N/AMaster Plan Status: N/AOther Fund Sources: N/ADuration of Contract: N/AOther Parties Involved: N/A

CONSIDERATION OF PENDING PATCO CONTRACTS (VALUED BETWEEN $25,000 - $100,000) – April 18, 2018

Item # Vendor/Contractor Description Amount Procurement Method Bids Received Bid Amounts Source of Funds

1

Westcode, Inc.

Binghamton, NY

Purchase of rolling stock

inventory of Air

Compressor Governor,

Blower Motor Assembly

and Truck Leveling Parts

for PATCO Operations

$50,000.00 Sole Source Provider, see

attached Sole Source Justification

Memo marked as "Exhibit 1"

1. Westcode, Inc.

Binghamton, NY

1. $50,000.00 General Funds