    [From the U.S. Government Printing Office, www.gpo.gov]

                        TIOGA MARINE TERMINAL
                                   MASTER PLAN

                                                                           1-7

                                        AUGUST 1994

                                        PROJECT NO. 9405

                         PREPARED FOR:  PHILADELPHIA REGIONAL PORT AUTHORITY
                                        210 WEST WASHINGTON SQUARE
                                        PHILADELPIRA, PA 19106

                         PREPARED BY:   URBAN ENGINEERS, INC.
                                        300 N. 3RD STREET
                                        PRILADELPIUA, PA 19106

                        Pennsylvania Coastal Zone Management Program

                            The Tioga Marine Terminal Master Plan

                                      September 30, 1994

                             DER Grant/Contract No. CZ1:93.02PS
                                 Grant Task No. CZI:93PS.02
                                       ME No. 93256

                   A REPORT OF THE PENNSYLVANIA DEPARTMENT OF ENVIRONMENTAL
                 RESOURCES TO NATIONAL OCEANIC AND ATMOSPHERIC ADMINISTRATION
                                         PURSUANT TO
                                  NOAA AWARD NO. MA370ZO351

              PENNSYLVANIA
                                                       ZonE

               Project was financed' in part through a federal Coastal Zone
               Management from the Pennsylvania Department of Environmental
              @0'af 44

               Resources, with funds provided by the NOAA. The views expressed
               herein are those of the author(s) and do not necessarily reflect
               the views of NOAA or any of its subagencies.

                                                                   TABLE OF CONTENTS
                                 EXECUTIVE SUMMARY FINAL REPORT                                                                                Page

                       L         INTRODUCTION            .........................................................                                 I
                                          A.        Background     ................................                   * ....  *.*-  .:   ......    I
                                          B.        Purpose of Master Plan      .........................................                          I
                                          C.        Planning Assumptions and Issues         ...................................                    2
                                          D.        Master Plan Components        ........................................                         3

                       111.      DATA COLLECTION              .....................................................                                4
                                          A.        Provided Data     ................................................                             4
                                          B.        Interviews    ..............                                                       .......     4
                                          C.        Traffic Analysis     ..............................................                          11
                                          D.        Site Visits to Sin-dlar Terminals     ...................................                    12
                                          E.        Environmental Analysis      .........................................                        14
                                          F.        Property Acquisitions     ..........................................                         18

                       III.      CONCEPTUAL PLANNING CONCERNS                        ......................................                      20
                                          A.        Market Forecast      ..............................................                          20
                                          B.        Terminal Utilization      ...........................................                        20
                                          C.        Elements of Container Capacity        ...................................                    21

                       IV.       RECOMMENDED CAPITAL IMPROVEMENTS                              ................................                  24
                                          A.        Two Operator Terminal       .........................................                        24
                                          B.        Single Operator Terminal      ........................................                       26
                                          C.        Closure of Delaware Avenue         .....................................                     27

                       V.        CAPITAL COST ESTIMATES FINAL REPORT                           ................................                  29

                       VI.       EXHIBITS

                                 APPENDICES - In Separate Binder
                                          1.        PRPA Provided Terminal Activity Reports
                                          li.       Strategic Business Plan for the Philadelphia Port Corporation Date October 1988 by
                                                    Booz, Allen & Hamilton, hic.
                                          III.      Market Based Facilities Plan for the Port of Philadelphia Dated November 13, 1992 by
                                                    Martin O'Connell Associates
                                          IV.       Philadelphia Container Terminals Capacity Analysis Dated May 1987 by Container
                                                    Transport Technology
                                          V.        Automatic Vehicle Identification Report for the Tioga Marine Terminal Performed by
                                                    Urban Engineers, Inc.
                                          V1.       Traffic Study Results of the Tioga Marine Terminal Performed by Urban Engineers,
                                                    Inc.
                                          VII.      Urban Engineers, Inc., Interview Recaps.
                                          VIII.     Urban Engineers, Inc., Other Terminal Site Visit Recaps.
                                          ix.       Urban Engineers, Inc. Preliminary Area Reconnaissance Report
                                                    Dated September 15, 1994
                                          X.        Urban Engineers, hic., Property Acquisition Information, April 13, 1994

                   EXECUTIVE SUMAIARY

                   Philadelphia Regional Port Authority (PRPA) was established in 1990 as an independent State
                   Authority of the Commonwealth of Pennsylvania. P"A owns several marine terminals in the
                   Philadelphia area, one of which is the 97 acre Tioga Marine Terminal located on North
                   Delaware Ave. in the vicinity of Venango Street. At present, Tioga Marine Terminal is leased
                   to three (3) independent operators. The primary cargo handled at Tioga Marine Terminal is
                   containerized cargo, fruit and bulk liquids. One of PRPA's goals is to retain and increase the
                   quantity of cargo handled at Tioga Marine Terminal. Based upon current and project cargo
                   volumes, PRPA is presently reviewing a five (5) year Capital Improvement Program for Tioga
                   Marine Terminal.

                   PRPA has had several reports prepared reflecting the capacity and facilities planning of Tioga
                   Marine Terminal. Through these reports, PRPA has been apprised of several issues which
                   must be addressed in order that Tioga Marine Terminal remain competitive in the port industry.
                   As a result, PRPA has deemed it necessary to invest in several Capital Improvement Projects
                   aimed at improving efficiency and capacity. PRPA is now interested in obtaining an in depth
                   Capital Improvement Master Plan. Urban Engineers, Inc. (Urban) was retained by PRPA to
                   develop this Capital Improvement Master Plan Study. The scope of Urban's services included
                   an in depth review of the needs related to continued operation of the Terminal by two
                   scenarios. The first being multiple lessees as presently exists, and the second being a single
                   operator terminal.   A third item of interest which was discovered during the course of
                   development of the Tioga Capital Improvements Master Plan is that of the partial closure of
                   Delaware Avenue in the vicinity of Tioga Marine Terminal.

                   Before Urban could start the development of the Tioga Master Plan, a better understanding of
                   Terminal operations was required. PRPA made available to Urban three (3) previously
                   prepared capacity and facilities planning reports as well as Terminal activity reports also for
                   the Tioga Marine Terminal.       In addition, Urban performed interviews with the various
                   stakeholders to ascertain their comments regarding the existing operations, perceived efficiency
                   problems, and possible improvements. Interviews were conducted with persons within PRPA,
                   all three lessees (Crowley American Transport, Inc., Tioga Fruit Terminal, Inc., and General
                   American Transport, Inc.), one stevedoring company and a PRPA security consultant. A
                   detailed traffic analysis was performed of the truck traffic both on the Terminal and on
                   Delaware Avenue. Urban visited similar terminals on the east coast to observe the effects of
                   the recent capital improvements made at these terminals. Urban provided an environmental
                   analysis and a Preliminary Area Reconnaissance (PAR) report for two adjacent properties to
                   Tioga Marine Terminal and Pier 179 and the Northern Lagoon. Urban also performed title
                   searches on several adjacent properties to determine the feasibility of PRPA expanding Tioga
                   Marine Terminal's acreage.

                   After all of the above mentioned data was obtained, Urban began their conceptual planning
                   stage of Capital Improvement Master Plan Project. Items such as market forecasts, terminal
                   utilization and the terminal capacities were all taken into account. As a means to evaluate the
                   feasibility and impacts of the various capital improvements, Urban developed a number of

                    conceptual plans. After evaluating the merits of each of those conceptual plans, combinations
                    of the capital improvement schemes were assembled in an attempt to arrive at the two
                    requested operational plans, including the conceptual plan for the closure of Delaware Avenue.

                    In summary, Urban has suggested that PRPA pursue the capital improvements as suggested in
                    our Two Operator Terminal scenario (refer to Exhibit 2). This scheme includes the          following
                    features:

                                   1.      Acquisition of the former railroad right-of-way for the entire distance of
                                           Crowley's terminal. This will allow expansion of the terminal to the
                                           Delaware Avenue right-of-way and increase the container yard size by
                                           1.5 acres.

                                   2.      In order to allow maximum efficiency, the terminal's paving Is in need
                                           of repair.   The terminal's pavement should be restriped to increase
                                           efficient traffic circulation and increase the yard's capacity.

                                   3.      Construction of a new 40,000 square foot Container Freight Station at the
                                           northeast comer of the container terminal. Including maneuvering space,
                                           Crowley will lose approximately 1.5 acres.

                                   4.      Expansion of the maintenance and repair shop to include four (4)
                                           additional bays. The acquisition of the railroad track will allow the shop
                                           expansion to occur westward so that the driving isle is not affected. The
                                           container terminal would lose approximately 0.25 acres of the 1.5 acres
                                           gained from the relocation of the fence along the Conrail right-of-way.
                                           The expansion of the maintenance and repair shop will include moving
                                           the present operations from the existing carpenter shop to the
                                           maintenance and repair shop.

                                   5.      Due to the lighting levels that presently exist and the fact that many
                                           existing light standards/poles will have to be relocated/replaced because
                                           of suggested capital improvements, the existing terminal lighting should
                                           be replaced.

                                   6.      The addition of a third container crane would allow for an increase in
                                           berth utilization and productivity. It also would allow the two existing
                                           cranes to be retrofitted one at a time without affecting the container
                                           operation.

                                   7.      Demolition of the carpenter's shop, since both Crowley and DRS would
                                           like to move the DRS repair shop to the north end. DRS currently
                                           utilizes the carpenter shop, and must move their equipment from one end
                                           of the terminal to the other. Tioga Fruit would gain approximately 0.6
                                           acres, but more importantly, the bottle neck between the existing
                                           Container Freight Station and the carpenter shop would no longer exist.

                                          Tioga Fruit Terminal will have the final decision regarding the
                                          demolition of this facility. The present carpenter shop operations will be
                                          relocated to the expanded maintenance and repair shop identified above.

                                  8.      Relocate Tioga Fruit's employee parking to the west side of Delaware
                                          Avenue at Venango Street. Relocate Crowley's employee parking to the
                                          west side of Delaware Avenue near Wheatsheaf Lane. Tioga Fruit would
                                          gain approximately 1.4 acres of additional laydown space and Crowley
                                          would gain approximately 1. 1 acres of additional laydown space.

                                  9.      Tioga III should be converted into a refrigerated transit shed to provide
                                          year round capabilities.

                                  10.     Due to the lighting improvements recommended above and increased
                                          electrical requirements    for Tioga 111, electrical upgrades           are
                                          recommended. These upgrades should include a second PECO Energy
                                          service to be installed to the Tioga II building, and the manual transfer
                                          switch at Tioga I should be replaced with an automatic transfer switch.

                                  11.     Construction of a four lane gatehouse in the same location as Tioga
                                          Fruit's present guard house. This gate would accommodate the large
                                          volumes of both fruit and in-transit moves. Tioga Fruit would lose
                                          approximately 1.0 acre of laydown space.

                                  12.     Construction of both a new eight-lane gatehouse canopy and a new four-
                                          lane roadability facility for Crowley in the northwest corner of the
                                          container terminal. Crowley would lose approximately 2.8 acres. The
                                          new gatehouse location will provide more queuing space for Crowley.

                   Urban recommends the Two Operator Terminal scheme, and has prepared an estimated cost
                   summary for the twelve (12) capital improvements which were suggested. It is estimated that
                   the total capital cost to PRPA to perform these capital improvements will be approximately
                   $ 14,500,000.     The benefits to Tioga Marine Terminal will far outweigh the capital
                   expenditure.

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     1  1. INTRODUCTION
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                            INTRODUCTION

                            A.     BACKGROUND

                                   The Philadelphia Regional Port Authority (PRPA) was established in 1990 as an
                                   independent State Authority of the Commonwealth of Pennsylvania.                of the
                                   Authorities' goals is to retain and increase the quantity of cargo handled at their
                                   port facilities.

                                   One of the major marine terminals in the Philadelphia area is the 97 acre, Tioga
                                   Marine Terminal located on Delaware Avenue in the vicinity of Venango Street
                                   in Philadelphia. At present, the Terminal is owned by PRPA and leased to three
                                   (3) independent operators.       The primary cargos handled at Tioga Marine
                                   Terminal are containerized cargo, fruit and bulk liquids. While there are three
                                   lessees at Tioga Marine Terminal, the Terminal is basically divided into two
                                   distinct operations. The third lessee is a bulk liquid transporter which utilizes
                                   two berths on site to dock ships and unload chemicals to their facility on the
                                   west side of Delaware Avenue.           For more details regarding the existing
                                   condition of Tioga Marine Terminal, refer to Exhibit I in Section VI this report.

                            B.     PURPOSE OF MASTER PLAN

                                   In 1992, both the container terminal and fruit terminal experienced increased
                                   cargo volumes compared to previous years. The container terminal handled
                                   48,304 TEU's (twenty foot equivalent units) and approximately 1,550 metric
                                   tons of general cargo'. The fruit facility handled over 17.3 million cases of
                                   fruit and exported 12,000 metric tons of new and used automobileS2        . The bulk
                                   liquid storage and distribution operation in 1993 handled 853,454 Metric Tons
                                   of liquids'. Based on current and projected cargo volumes, PRPA is presently
                                   reviewing a five year capital improvement program for Tioga Marine Terminal.

                                   PRPA has had several reports prepared reflecting the capacity and facilities
                                   planning of Tioga Marine Terminal. Through these reports, PRPA has been
                                   apprised of several issues which must be addressed in order that Tioga Marine
                                   Terminal remain competitive in the port industry. With the expectation of
                                   significant increases in the total volume of cargo handled over the next few

                            PRPA, Tioga Marine Terminal Activi1y Report Quarterly Report (4th Quarter 1992),
                            Tioga Container Terminal.

                            PRPA, Tioga Marine Terminal Activi1y Report Quarterly Report (4th Quarter, 1992),
                            Tioga Fruit Terminal.

                            Shay, Al (GATX), Interview, March 22, 1994.

                                                                      1.

                                  years, PRPA has deemed it necessary to invest in several capital improvement
                                  projects aimed at improving efficiency and capacity. PRPA is now interested
                                  in obtaining an in-depth Capital Improvement Master Plan which should include,
                                  at a minimum, detailed development plans for a new terminal layout. Thus,
                                  PRPA has provided general guidelines of issues which must be addressed under
                                  this Capital Improvement Master Plan. These issues are addressed in more
                                  detail in Section I.D.

                                  PRPA retained Urban Engineers, Inc. (Urban) in February 1994 to undertake this
                                  Capital Improvement Master Plan Study. The scope of services included the in-
                                  depth review of the needs related to continued operation of the Terminal by the
                                  following two scenarios:

                                          1.     Multiple lessees as presently exists
                                          2.     A single operator Terminal

                                  For both   scenarios, the Capital Improvement Master Plan addresses those
                                  modifications which must be performed to alleviate issues which PRPA has
                                  determined to be existing problems. In addition, it shall prepare the Terminal
                                  for any changes in the shipping industry within the identified time frame of five
                                  (5) years. A third item of interest which was not identified in the original Scope
                                  of Work was that of the partial closure of Delaware Avenue for the entire length
                                  of Tioga Marine Terminal.       Pertinent issues related to these scenarios are
                                  addressed in more detail in Section IV.

                          C.      PLANNING ASSUMPTIONS AND ISSUES

                                  As mentioned before, PRPA has made available to Urban three (3) previously
                                  prepared capacity and facilities planning reports as well as Terminal activity
                                  reports, all for the Tioga Marine Terminal. It is understood that with the
                                  exception of a traffic analysis study, Urban will be utilizing the information
                                  from the PRPA as a basis for this Master Plan.

                                  There are certain issues that must be considered when evaluating the potential
                                  operational and physical changes to a Terminal. They are the following:

                                          Whether or not the physical infrastructure properly supports the current
                                          operation.

                                          Whether or not a different operating scenario would make better use of
                                          the existing infrastructure.

                                          What improvements to the infrastructure are required to increase the
                                          efficiency of cargo handling.

                                                                   2.

                                         What improvements to the infrastructure are required to accommodate
                                         expected changes in the global shipping industry.

                                  In an effort to obtain answers to the above questions, Urban performed a series
                                  of informational interviews and site visits to similar, competing marine
                                  terminals. Through the interviewing process, Urban obtained a list Qf items or
                                  concerns which either PRPA or one of the Terminal operators felt should be
                                  addressed as part of the Tioga Master Plan. Urban visited marine terminals in
                                  Baltimore, North Jersey, South Jersey and the Philadelphia area in an effort to
                                  determine what would make Tioga Marine Terminal more efficient.

                          D.      MASTER PLAN COMPONENTS

                                  With the aid of the previously prepared reports (refer to Section IIA - Provided
                                  Data), PRPA developed a list of possible capital improvements for which they
                                  would expect to be included in a Tioga Capital Improvement Master Plan. That
                                  list was presented as part of the Request For Proposal and included the
                                  following components:
                                         Two terminal layouts:
                                                 - Terminal layout reflecting a single operator
                                                 - Terminal layout reflecting current multiple operators

                                         Cost estimates, schematic design and location of the following suggested
                                         capital improvements:
                                                 - Crane rehabilitations
                                                 - Container Freight Station of about 40,000 s.f
                                                 - Demolition of Pier 179
                                                 - Addition of refrigeration to Tioga III building
                                                 - New gate complex
                                                 - Maintenance shop expansion
                                                 -Reefer outlets

                                         Identification of Environmental problems at the facility.

                                         Cost and analysis of filling in the finger Pier 179 and the lagoon areas.

                                         Traffic study to determine location and design of new container terminal
                                         gatehouse.

                                         Determine the condition and feasibility of acquiring the property north
                                         of the Terminal boundary.

                                                                  3.

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       1           11. DATA COLLECTION
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                           DATA COLLECTION

                           In an effort to achieve a better understanding of the Scope of Work as well as the
                           Terminal operations, preliminary steps were taken to obtain background information
                           available and conduct necessary interviews with interested parties. Listed below is a
                           brief recap of the information and comments obtained.

                           A.      PROVIDED DATA

                                   The PRPA offered the use,of several existing Tioga Marine Terminal related
                                   reports which were either performed on their behalf or performed by PRPA
                                   themselves. Those reports include the following:

                                                  Martin O'Connell Associates, Market Based Facilities Plan for the
                                                  Port of Philadelphia, November, 1992

                                                  Booz, Allen and Hamilton, Inc., Strategic Business Plan for the
                                                  Philadelphia Port CoEporation October, 1988

                                                  Container Transport Technology,           Philadelphia Container
                                                  Terminals CUacily Analysis, May, 1987

                                                  Philadelphia Regional Port Authority, Tioga Marine Terminal
                                                  Activijy Reports., January 1992 through September 1993

                           B.      INTERVIEWS

                                   In addition to the PRPA provided reports, Urban deemed it necessary to conduct
                                   one on one interviews with the various stake holders to ascertain their comments
                                   to the existing operations, perceived efficiency problems, and possible
                                   improvements. Interviews were conducted with persons within the PRPA as
                                   well as personnel from all 3 lessees, their stevedores, and a PRPA security
                                   consultant. Listed below is a brief summary of the conclusions reached as a
                                   result of these interviews:

                                   Crowley American Tray"ort, Inc.

                                   Crowley American Transport, Inc. (Crowley) is a containerized operation which
                                   operates the northern most 50 acres of Tioga Marine Terminal (refer to Exhibit
                                   I in Section VI of this report). Crowley subsidizes their operation by providing
                                   stevedore services for outside shipping lines as well as In-Transit moves. . In-
                                   Transit moves is a service where containers that have been delivered to a port
                                   other than that which its bill of lading requires, are transported to their intended

                                                                    4.

                                  port. The International Longshoreman's Association (ILA) rules require that any
                                  such container be transported to the Port of Intent before being shipped to its
                                  final destination. Crowley also provides services for break bulk however, this
                                  entails only approximately 1% of their business'.

                                  Crowley's operation utilizes two berths, two 90,000 lb. Kocks container cranes,
                                  an 8 lane gatehouse for incoming and outgoing traffic, refrigerated container
                                  receptacles, a four bay combination maintenance/repair shop and roadability
                                  shop, a maintenance and repair shop for yard equipment, and a 37,785 s.f.
                                  container freight station. The container freight station is where containers whose
                                  contents are for more than one consignee are stripped or stuffed. Crowley
                                  utilizes the stevedoring services of Delaware River Stevedoring Company
                                  (DRS). Below is a summary of the major issues raised by Crowley:

                                          Container Freight Station -

                                          The present container freight station has significant disadvantages, the
                                          first of which is location. Referring to Exhibit 1, entitled "The Existing
                                          Condition of Tioga Marine Terminal", it is apparent that while Crowley
                                          operates the northern half of the Terminal, the incoming truckers are
                                          required to traverse the Tioga Fruit Terminal to access the container
                                          freight station. This results in conflicts with Tioga Fruit. Secondly, the
                                          structural design of the building includes interior ramps which reduce
                                          capacity, reduce the traffic flow inside of the building, and also creates
                                          a safety concern when these ramps are wet. Due to bonding and security
                                          issues, Crowley notes that the container freight station cannot be
                                          relocated to the west side of Delaware Avenue. Desirable features for
                                          a new container freight station would include cross-dock operation as
                                          well as rail access at the northern end of the Terminal.

                                          Vehicle Queuing -

                                          Terminal security requires that truckers first get approval to enter the
                                          gatehouse area and while doing so they park their vehicles on Delaware
                                          Avenue. Once approved, they are allowed to enter the Terminal. Upon
                                          leaving the Terminal, the same information is required, and as a result,
                                          a queue on the inside of the Terminal, between the gatehouse and
                                          security gate, occurs. Crowley believes that the 8 lanes at the existing
                                          gatehouse are adequate for the forecasted cargo volumes. In addition,

                           PRPA, Tioga Marine Terminal Activily Report Quarterly Report (4th Quarter, 1992),
                           Tioga Container Terminal.

                                                                   5.

                                             queuing of vehicles on Delaware Avenue was noted as an operational
                                             decision by Crowley.

                                             Refrigerated Container Plugs -

                                             A total of 80 new reefer plugs were recently constructed which- are being
                                             used by Crowley. This alleviates the need for Crowley to traverse and
                                             utilize the 40 Reefer plugs located at the north end the Tioga Fruit
                                             Terminal.

                                             Expansion of the Maintenance and Repair Shop -

                                             Crowley suggested that the maintenance and repair shop be expanded to
                                             meet the adequate requirement for mandatory roadability inspection of
                                             trucks.   In addition, a better facility for repair of yard vehicles is
                                             desirable since Crowley would like to bring their stevedore's (Delaware
                                             River Stevedores) maintenance shop from the south side of the Terminal
                                             to the northern half

                                             Railroad Access_.:

                                             Crowley noted a need for modified rail access to their terminal. At
                                             present, Crowley is the only tenant who utilizes the existing Conrail lines
                                             through the Tioga Marine Terminal. Unfortunately, the only rail access
                                             to the Terminal comes from the south end of the Terminal requiring that
                                             all Conrail trains traverse through the Tioga Fruit Terminal's operation.
                                             On occasion, tractor trailers are parked on the railroad lines delaying the
                                             delivery and/or pick-up of rail cars. Crowley currently dispatchs 200 rail
                                             cars per month.

                                             K-1 Container Crane Boom Modification -

                                             Crowley noted that the boom on crane K-1 cannot reach to the outer
                                             most thirteenth container on the larger ships servicing the Terminal. This
                                             is not an operational problem at this time. Repairs to the crane rails
                                             were identified as a necessity.       A third crane was not viewed as a
                                             requirement provided that the existing 2 cranes are kept in good repair
                                             and that down time is kept to a minimum.

                                             Gatehouse -

                                             A gatehouse, which would combine both Crowley's and Tioga Fruit's
                                             use, was not desirable according to Crowley.

                                                                        6.

                                          Terminal Lighting -

                                          Crowley noted that the Terminal lighting requires improvement.

                                  Tioga Fruit Terminal, Inc.

                                  Tioga Fruit Terminal, Inc. (Tioga Fruit) primarily handles Chilean fruit on the
                                  southern 47 acres of Tioga Marine Terminal (refer to Exhibit I in Section VI).
                                  Tioga Fruit is a subsidiary of the shipping line CSAV based in Chile, South
                                  America. They have operated at the Tioga Marine Terminal since 1987. Tioga
                                  Fruit utilizes the stevedoring services of Independent Pier Company (EPC).

                                  Tioga Fruit handles a large volume of fruit between the months of November
                                  and May. In order to supplement their business during the off season, Tioga
                                  Fruit handles other commodities. Ever since the closure of Northern Metals in
                                  1993, another increasingly significant component of Tioga Fruit's operation has
                                  become In-Transit moves. They also export new and used automobiles as well
                                  as entertaining passenger cruise ships and general break bulk cargo. These
                                  back-haul and other cargo amounted to approximately 10% of Tioga Fruit
                                  Terminal's annual business in 19925.

                                  Tioga Fruit's operation includes 2 non-refrigerated warehouses totaling 400,000
                                  s.f., a 90,000 s.f. cold storage warehouse, refrigerated container receptacles, 3
                                  berths and available parking space for In-Transit moves. The following is a
                                  summary of the issues raised by Tioga Fruit:

                                          Forecasted Cargo Volumes -

                                          Tioga Fruit does not anticipate any significant changes in their forecasted
                                          cargo volumes (fruit, break bulk, automobiles, passengers, In-Transit
                                          moves).

                                          Vehicle Queuina -

                                          Queuing has become a great concern for Tioga Fruit. They noted that
                                          congestion due to the combination of fruit trucks and In-Transit moves
                                          results in long back-ups outside of their own gate. Also, conflicts occur
                                          between the excessively long queues from Crowley's gatehouse.

                           PRPA, Tioga Marine Terminal Activi1y Report Quarterly Report (4th Quarter, 1992),
                           Tioga Fruit Terminal.

                                                                   7.

                                         Automobiles -

                                         Because Tioga Fruit has agreed to store automobiles undercover for one
                                         of their major customers, they are using the Tioga III building for this
                                         purpose. An undetermined amount of additional covered area for car
                                         storage was identified as being desirable.

                                         Refriaeration Tioga 111-

                                         It was suggested that Tioga III be upgraded to a refrigerated warehouse
                                         to handle the overflow of fruit during the peak fruit season.

                                         Terminal Conflicts -

                                         Tioga Fruit indicated that conflicts exist between their operation and
                                         Crowley's operation due to the location of the Container Freight Station.
                                         Tioga Fruit also pointed out that the rail access to Crowley's Terminal
                                         traverses through Tioga Fruit's operation and hampers it.

                                         Gatehouse -

                                         The suggestion of a combined gatehouse with Crowley was viewed as a
                                         problem due to the differing nature of Tioga Fruit's operation from
                                         Crowley's container operation.

                                 General American Transportation, Inc.

                                 General American Transportation, Inc. (GATX) is a world wide bulk liquid
                                 storage and handling company who operates a storage facility near Tioga Marine
                                 Terminal (refer to Exhibit I in Section VI). GATX currently leases the south
                                 berths adjacent to finger Pier 179 and a berth along the marginal wharf east of
                                 the Tioga H building. From these' two points, a series of pipe lines connect
                                 Tioga Marine Terminal to GATX's tank farm facility immediately across
                                 Delaware Avenue. Consequently, GATX's operation affects the activities of the
                                 Terminal in a minimal manner.

                                 While GATX has a total storage capacity of 1.2 million barrels of liquids at
                                 their facility, in 1993 they posted a throughput of 854,000 metric tons or over
                                 4 million barrels of bulk liquids'.       Approximately 90% of their annual
                                 throughput is importation while the remaining 10% is export. The following is
                                 a summary of those issues raised by GATX:

                          Trovato, Carl (PRPA), Telephone Conversation, August 4, 1994.

                                                                  8.

                                        Access to Berthing Area -

                                        GATX noted that access to their berthing area is at times cumbersome
                                        since they are required to enter the site through Tioga Fruit's security
                                        gate. GATX proposed the construction of a separate gate for their use
                                        only.

                                        Filling of Pier 179 -

                                        The filling in of Pier 179 was noted as being undesirable especially in
                                        light of the fact that GATX has recently invested in the construction of
                                        a pipe bridge across Delaware Avenue connecting the existing on-site
                                        piping to their tank facility.

                                        Reconstruction of Pier 179 -

                                        GATX recommended that the finger Pier 179 either be reconstructed or
                                        be completely removed to facilitate easier berthing of their ships. They
                                        noted that if the pier was to be reconstructed they could potentially
                                        accommodate two large tanker ships at a time. GATX has disclosed
                                        plans to expand their tank facility sometime in the future.

                                 Delaware River Stevedores, Inc.

                                 Delaware River Stevedores, Inc. (DRS) performs the stevedoring services at the
                                 container terminal on behalf of Crowley. DRS owns and operates all of their
                                 on-site yard equipment including fork lifts, top picks, and yard horses. DRS
                                 generally concurred with those comments which Crowley entered during their
                                 interviews, but also raised several other issues:

                                        Gatehouse -

                                        Regardless of whether the Terminal is a one operator terminal or two
                                        operator terminal, DRS notes that separate gates for the two operations
                                        (fruit and containers) is typical.

                                        Stacking of Containers

                                        DRS has purchased a top pick which is capable of stacking containers
                                        four (4) high. Crowley/DRS' present operation is a wheeled operation
                                        or one which places all full containers on chassis. Empty containers are
                                        either stored on chassis or stacked depending on the shipping line and
                                        availability of chassis.

                                                                 9.

                                  Philadelphia Regional Port Authorily

                                  The PRPA interviews were conducted with personnel from the Operations, Real
                                  Estate and Strategic Planning Departments.           The Operations interviews
                                  confirmed policy issues relating to Tioga Marine Terminal, day to day
                                  operational issues and furnished background information on -the, existing
                                  infrastructure. The Strategic Planning Department provided all of the necessary
                                  data related to the throughput of the three operators for the past several years
                                  and the anticipated cargo volumes during the 5 year time frame of the Master
                                  Plan. During the course of the tenant interviews, the PRPA was informed of the
                                  issues raised by the various other stakeholders. The PRPA raised the following
                                  concerns which should be addressed:

                                          Vehicle Queuin%z -

                                          The queuing of trucks appears to be the worst in the early morning prior
                                          to the terminal opening and during lunch time. This truck traffic parked
                                          on Delaware Avenue is primarily a safety concern.

                                          In-Transit Moves -

                                          PRPA raised the possibility of routing of all of the Tioga Fruit In-Transit
                                          moves through Crowley's gate in lieu of constructing a new gate facility
                                          at the south end of the Terminal (as requested by Tioga Fruit). This
                                          could alleviate the duplication of effort and provide more trucks to the
                                          existing gate facility. Gate capacity is of concern.

                                          Partial Closure of Delaware Avenue -

                                          The full or partial closure of Delaware Avenue would present
                                          opportunity to, among other things, expand the Terminal and isolate the
                                          public traffic from the Terminal traffic.

                                          Container Crane Situation -

                                          PRPA believes the two container cranes are in very good working
                                          condition. They discussed the possibility of adding another container
                                          crane to Tioga Marine Terminal to accommodate the anticipated future
                                          increase in container volumes.

                                                                   10.

                                          Container Freight Station -

                                          PRPA and Crowley both determined that the size of a new Container
                                          Freight Station could be reduced from 100,000 s.f. to 40,000 s.f. without
                                          restricting the operation.

                                          Finger Pier and the North Lagoon

                                          PRPA requested that Urban investigate the possibility of filling in finger
                                          Pier 179 or the lagoon located at the north end of the marginal wharf as
                                          a possible way to increase the Terminal capacity.

                                          Refrigeration of Tioga III -

                                          PRPA agreed with Tioga Fruit that the refrigeration of the Tioga III
                                          Building would open the door to new opportunities at the Fruit Terminal.
                                          The refrigeration of the 98,500 s.f. building would increase the
                                          marketability of the Terminal.

                                          Additional Terminal Acreage -

                                          PRPA agrees that the limiting factor at Tioga Marine Terminal is its size.
                                          Additional Terminal acreage would provide many opportunities to better
                                          enhance the existing Terminal operations, as well as any future
                                          operations.

                           C. TRAFFIC ANALYSIS

                                   This section summarizes the data collection and analysis performed by Urban
                                   on the existing vehicle traffic and queuing at Tioga Marine Terminal. The
                                   information developed provides a baseline for evaluating the impact of the
                                   various proposed improvements included in the Master Plan.

                                   Traffic and queuing counts were manually performed during the week of March
                                   28, 1994. During this week a total of five ships arrived, three container ships
                                   and two fruit ships. During the fruit season (November to May) the truck
                                   activity is at its busiest, therefore this week was considered to be a good
                                   representative basis for evaluating capacity and traffic conflict issues. The counts
                                   were conducted at the following on-site and off-site locations:

                                          Delaware Ave. in front of Crowley's terminal entrance

                                          Delaware Ave. in front of Tioga Fruit's terminal entrance

                                          On-site between Crowley's gatehouse and security gate

                                          On-site at Tioga Fruit's Trailer Interchange Receipt gate

                                  Patterns which were observed indicated heavy volumes of traffic the day of a
                                  ship arrival at the fruit terminal and slowly tapering off over the next-two days.
                                  At the container terminal, it was observed that the most active days are the
                                  day before and the day after a ship arrival. The temporal distribution of traffic
                                  varied by the day and by the Terminal activity.

                                  The results of the Traffic Study are as follows:

                                          25% of all trucks entering/exiting the container terminal were bobtails
                                          (i.e. no trailer)

                                          19% of the trucks entering/exiting the fruit terminal were bobtails and
                                          1% were auto carriers.

                                          75% of all truck traffic on the fruit terminal utilized the Trailer
                                          Interchange Receipt (TIR) booth. In other words, approximately 400 of
                                          the 526 trucks on that particular day were In-Transit moves and the
                                          remaining 126 trucks were for either fruit, autos, or break bulk.

                                  For more information regarding the above mentioned traffic data refer to Urban
                                  Engineers, Inc. Summary of Existing Traffic Conditions at Tioga Marine
                                  Terminal in the Appendices'.

                           D.     SITE VISITS TO SIMILAR TERMINALS

                                  With the knowledge that competing marine terminals have made significant
                                  capital expenditures within the past twelve years in order to upgrade their
                                  physical plant, Urban deemed it worthwhile to visit some of these terminals. The
                                  ports of New York have invested approximately $797 million since 1982 and the
                                  ports in Baltimore have invested approximately $424 million in the same time
                                  span'.   During each site visit, Urban would meet with the head of the
                                  Operations Department for that facility, at which time inquiry was made about
                                  the basic operation of the terminal, capacity, general cargos, future

                       7   Urban Engineers, Inc. SummM of Existing Traffic Condition at Tioga Marine
                           Terminal April 14, 1994.

                           Booz, Allen and Hamilton, Inc., Strategic Business Plan for the Philadelphia Port
                           CoLporation October 1988, Page 1-6.

                                                                  12.

                                   improvements, etc. Upon completion of the interview, an informational tour of
                                   the facility was conducted.

                                   The following terminals were visited:

                                          Sealand Service, Inc., Elizabeth, N.J.

                                          Aside from the 250 acre, 6 Berth Terminal itself, a point of interest is the
                                          150,000 s.f. Central Examination Station (CES). This is where U.S
                                          Customs performs their inspection of 80 - 100 containers per day.

                                          Seagirt Marine Terminal, Baltimore, MD.

                                          The 275 acre terminal is an "open terminal" operation where the current
                                          five (5) shipping lines all share the same berths, cranes, warehouse, etc.
                                          Seagirt's state of the art gatehouse complex and double trolley gantry
                                          cranes were of great interest.

                                          Dundalk Marine Terminal, Baltimore, MD.

                                          This 570 acre, 13 Berth Terminal currently handles 150,000 containers
                                          per year along with large volumes of automobiles, break bulk and project
                                          cargos. As many as 50 shipping lines operate at this terminal.

                                          Del Monte Fresh Produce Terminal, Camden, N.J.

                                          This terminal has a very consistent flow of fruit. One ship arrives on
                                          Monday, 52 weeks a year. They handle Costa Rican fruits such as
                                          pineapples, bananas, various melons, coconuts and sweet com in the
                                          35,000 s.f. refrigerated warehouse.

                                          Penn Terminal, Eddystone, PA

                                          This multi cargo terminal is owned and operated by the same company
                                          and they stay busy due to the competitive labor provided by the
                                          Boilermakers Union.

                                                                   13.

                          E.     ENVIRONMIENTAL ANALYSIS

                                 Trash Incinerator Site

                                 A Preliminary Area Reconnaissance (PAR)' was conducted at the site of the
                                 former City of Philadelphia trash incinerator located adjacent to the northern
                                 property line of Tioga Marine Terminal. This study was presented to PRPA in
                                 a separate report and its salient points are summarized here. More information
                                 regarding this matter can be found in the complete report in the appendices.
                                 The goal of the Preliminary Area Reconnaissance was to determine the potential
                                 presence of hazardous or other environmentally sensitive waste at the trash
                                 incinerator site which might affect its viability of expanding Tioga Marine
                                 Terminal onto its site. The work was based on a site reconnaissance, historical
                                 files, document reviews, and the use of Environmental Risk Imaging and
                                 Information Services. No intrusive methods (i.e. sampling, drilling, etc.) were
                                 used to prepare the Preliminary Area Reconnaissance report.

                                 The site contains an incinerator building, Philadelphia Water Department Sludge
                                 Line, office building, several small buildings, and a settling basin for storm
                                 water runoff. The major structures were constructed in 1956. Approximately
                                 60% of the site is covered with either asphalt or concrete paving.

                                 Based on the Preliminary Area Reconnaissance, the following areas of concern
                                 were determined:

                                        Numerous stains from former use of the property observed at the site
                                        indicate potential contamination.

                                        Former coal stockpiles located on the Tioga Marine Terminal and the
                                        Philadelphia Electric Company properties may have potential to
                                        contaminate surficial soils along the property lines.

                                        Water runoff is depositing sediment in the settling basin.

                                        The incinerator building, with an emphasis on asbestos containing
                                        materials (general building materials, heat insulation).

                                        The contents of several aboveground storage tanks and drums are
                                        unknown.

                         Urban Engineers, Inc., Preliminga Area Reconnaissance Report September 15, 1994.

                                                                14.

                                          Groundwater quality should be checked due to storage tanks, collection
                                          bins, sludge pipes, etc.

                                          Dredge spoils from the Delaware River and fill material may be on the
                                          premises.

                                  Prior to PRPA making a decision to proceed with any development on this site,
                                  it is recommended that additional investigations be undertaken to further
                                  characterize the site. Groundwater monitoring is also recommended. Urban
                                  approximates that the cost of the investigation, sampling and report would be
                                  $40,000 to $60,000 and take up to 6 months to complete.

                                  Conrail Right-Qf-Wgy

                                  At this time, there are two abandoned railroad tracks running parallel to
                                  Delaware Avenue.      They start at Tioga Street and run north between the
                                  property line of the Terminal and Delaware Avenue. By definition, the railroad
                                  ties and ballast from these tracks would be considered residual waste. The
                                  potential also exists for hazardous materials to be present along the right-of-way
                                  due to the nature of the materials previously hauled along the rail lines.

                                  Prior to the PRPA making a decision to proceed with the acquisition of this
                                  property, it is recommended that samples of the ballast material and surface soil
                                  be taken at periodic intervals along the rail line. These samples should be
                                  analyzed to classify the materials as either residual or hazardous waste. Urban
                                  approximates that the cost of the sampling and characterization would be
                                  $15,000 to $20,000 and take up to 2 months to complete.

                                  Pier 179 and Northern Lagoon

                                  One of the required items included within the Scope of Work for the Master
                                  Plan project was to provide an analysis and cost of filling in the two berths
                                  adjacent to finger Pier 179 and also the lagoon area located north east of the
                                  container terminal. In addressing the possibility of filling in wetlands along the
                                  Delaware River, Urban researched the required steps which would be
                                  encountered if this option was pursued. Meetings were held with the Urban
                                  Waterfront Action Group and the U.S. Army Corps of Engineers. Both entities
                                  reached similar conclusions.

                                  It would be very difficult to receive authorization to fill in either piers 179
                                  (north or south) and it would be even more difficult to fill in the lagoon area.
                                  They cited recent cases along the Delaware River where the Fish and Wildlife
                                  Service in conjunction with the U.S. Environmental Protection Agency had
                                  expressed several reservations regarding "negative" impacts to shallow water

                                                                  15.

                                 habitat and to migratory fish patterns. These agencies have held up projects in
                                 close proximity to Tioga Marine Terminal which proposed less then two (2)
                                 acres of fill because field surveys indicated the presence of over 26 different
                                 species of fish and other wildlife would be affected. The proposed filling in of
                                 Piers 179 north and south involves approximately 9 acres and the lagoon
                                 involves approximately 16.5 acres.

                                 As a minimum, the filling in of Pier 179 and the lagoon       would require the
                                 following:

                                        A complete bio-habitat survey

                                        Identification of subsurface habitat

                                        Identification of depths of habitat material

                                        Identification of nesting and spawning areas

                                        Address shading impacts

                          The following are the regulatory reviews that are required to fill in the Pier 179 and
                          the Northern Lagoon:

                          Regulatofy Agency Reviews:

                          1.     Delaware Valley Regional Planning Commission
                                 Urban Waterfront Action Group (UWAG)

                          2.     Delaware River Basin Commission

                          3.     City of Philadelphia

                                 a.     Zoning Permit
                                 b.     Use Registration

                          4.     U.S. Army Corps of Engineers 404 permit with PADER

                          5.     U.S. Coast Guard

                          6.     Commonwealth of Pennsylvania Department of Environmental Resources
                                 (PADER) Water Obstruction and Encroachment Permit Joint Chapter 105
                                 Wetlands Coastal Zone Management Consistency Review

                                                                 16.

                           7.     PA Historical and Museum Commission (PI-IMC) Review

                           8.     PA Department of Community Affairs

                           The time frame to complete permitting and start filling the area is as follows:

                           1.     Presentation to UWAG - meets once a month          ................        60 days

                           2.     Preparation of Wildlife Survey and fisheries    ...........       12 to  18 months

                           3.     Submission of Joint Applications and Wildlife Reports

                                  a.      Corps of Engineers
                                  b.      PADER
                                  C.      PHMC
                                  d.      City Water Department

                           4.     Review of Applications for completeness       ...................          30 days

                           5.     Technical Review of Applications       ........................            90 days

                           6.     Preparation of Response to Questions
                                  Document Revisions      .............................                3 0 to 60 days

                           7.     Review of Questions and Answers      .....................           30 to 60 days

                           8.     Preparation of Public Notice, Announcements,
                                  Public Hearing, Public Comment Period        ....................          60 days

                           9.     Preparation of Response to Public Questions
                                  and Hearing Comments       ...........................               30 to 60 days

                           10.    Receipt of Preliminary Approvals
                                  (Above mentioned items I through 9)       ...............        23 to 32 months

                           If approval is achieved:

                           11.    Preparation of Design Documents       ...................          6 to 12 months

                           12.    Regulatory Review of Construction Documents        ...........       60 to 90 days

                           13.    Public Bidding    .................................                  60 to 90 days

                                  TOTAL      ....................................                  33 to 50 months

                                                                    17.

                                   The above mentioned approval process would be expected to take 23 to 32
                                   months to be completed. If the results of in-depth study permits filling in, the
                                   area would then be classified. Based upon the classification, a mitigation site
                                   in the same geographical watershed area would have to be constructed in order
                                   to duplicate the lost habitats. Depending on the classification, the mitigation
                                   could be from a 1: 1 ratio all the way up to a 4:1 ratio. The availability of
                                   shallow water habit areas around Philadelphia, Pennsylvania is limited.

                                   Based upon a classification requiring a mitigation ratio of I to 1.5 acres, Urban
                                   approximates that the cost to fill in Pier 179 (9 acres) and build a new bulkhead
                                   and cell system would be $ 21,875,100.00 and the cost to fill in the northern
                                   lagoon (16.5 acres) would be $ 33,982,000.00.           The time frame to obtain
                                   permits, receive approval, design, and bid the construction will range from 33
                                   to 50 months.

                           F.      PROPERTY ACQUISITIONS

                                   During the course of the Master Planning process, it was discovered that on of
                                   the limiting factors of the container throughput at Tioga Marine Terminal was
                                   not the capacity of the cranes, berths or gates, but the capacity of the yard itself.
                                   A previously prepared report stated that in 1986 Tioga Marine Terminal had the
                                   following maximum container capacities'0:

                                          Berth Capacity       52,000 containers/year
                                          Crane Capacity       126,000 containers/year
                                          Gate Capacity        86,000 containers/year
                                          Yard Capacity        60,000 containers/year

                                   Since  1986, few if any changes have been made to the infrastructure at Tioga
                                   Marine Terminal which would lead us to believe that the theoretical yard
                                   capacity of the Terminal would remain the same. Aside from making changes
                                   in the operational techniques (reduce container dwell times, change to a
                                   grounded operation, stacking containers four high, etc.) the only other way to
                                   increase yard capacity is to expand the yard acreage.

                                   Many of the recommended capital improvements will require the acquisition of
                                   several off-site properties. Prior to Urban suggesting that a certain parcel of

                       '0 Container Transport Technology, Philadelphia Container Terminals Capacity Analysis,
                           May 1987, Page 27 (Table 3).

                           Matin O'Connell Associates, Market Based Facilities Plan for the Port of Philadelphia,
                           November, 1992, (Pages 1-13 and 111-5).

                                                                    18.

                                  land be purchased, research was performed to determine the feasibility of the
                                  PRPA purchasing the land.. The City of Philadelphia Tax Assessors Office and
                                  Department of Records were both visited and title searches were performed for
                                  the various properties.

                                  The following information was recovered:

                                          Location:      City of Philadelphia's Northeast Incinerator
                                          Owner:                City of Philadelphia Department of Public Property
                                          Present Use:          The east half of the property is the incinerator and
                                                                it has been abandoned since 1972. The western
                                                                half is still is being        used by the Streets
                                                                Department.

                                          Location:      West of Delaware Ave. and South of Wheatsheaf Lane
                                          Owner:                City of Philadelphia Department of Public Property
                                          Lessee:               Philadelphia Water Department
                                          Present Use:          Vacant field

                                          Location:      South of Venango St. between Delaware Ave. and Carbon
                                                         St.
                                          Owner:                City of Philadelphia Department of Public Property
                                          Lessee:               Philadelphia Gas Works
                                          Present Use           Vacant field and trailer storage

                                          Location:      Railroad between Delaware Ave. and the Terminal
                                                         propeqy line
                                          Owner:                A branch of the Penn Central Kensington and
                                                                Tacony Branch. The owner is Conrail.
                                          Present Use           Abandoned line

                                                                   19.

                                              III

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    1   111. CONCEPTUAL
             PLANNING CONCERNS
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                    M.      CONCEPTUAL PLANNING CONCERNS

                           A.      MARKET FORECAST

                                   As part of the PRPA provided data, Urban received copies of a market based
                                   facilities plan, and a strategic business plan and capacity analysis, -all-addressing
                                   Tioga Marine Terminal. This Capital Improvement Master Plan does not attempt
                                   to duplicate those studies, but rather utilize certain information from them as a
                                   basis for the master planning process. These are the market forecasts which
                                   Urban used during the study:

                                           It is anticipated that the activity on the container terminal at Tioga will
                                           increase from its present volume of 48,000 container per year to 80,000
                                           per year within the next decade.

                                           It is anticipated that the activity in the fruit industry will remain the
                                           same.

                                           Activity in other cargo markets such as automobiles, break bulk,
                                           passengers, etc. are incidental to this study.           These cargos are
                                           supplemental since Tiog4 Marine Terminal is considered to be a
                                           container and fruit terminal.

                                   The conclusion reached as a result of the provided market forecasts is that the
                                   Tioga Master Plan should address ways to increase capacity and to increase the
                                   ability to efficiently handle the current and projected volume of cargo.

                           B.      TERMINAL UTHJZATION

                                   The Tioga Marine Terminal is currently operated as if it were two separate
                                   terminals handling two distinctly different cargos. There are occasions when
                                   there is joint utilization of the Terminal's facilities such as the use of a crane or
                                   the reefer plugs, but this is on an infrequent basis. As outlined in the project
                                   scope of work, Urban was required to provide a terminal layout including
                                   suggested capital improvements for both a single operator terminal and the
                                   present situation of a dual operator terminal. It should be noted that there are
                                   advantages and disadvantages to both.

                                   Single Operator -

                                           Internal coordination between containers and fruit is better. This reduces
                                           conflicts (i.e. railroad delays).

                                                                    20.

                                          Allows the elimination of redundant facilities such as maintenance shops,
                                          roads, and reefers.

                                          Allows greater flexibility in berthing arrangements.

                                          Security is the responsibility of one organization.

                                  Dual Operator -

                                          Accommodates smaller, specialized tenants who        handle either fruit or
                                          containers.

                                          Allows for flexibility to have a multi-use terminal.

                                          Less capital expenditures since it is present situation.

                                          Diversification allows greater intensity of each operation.

                           C.     ELEMENTS OF CONTAINER CAPACITY

                                  For the time frame of this study, both fruit and containers will be the main cargo
                                  handled at Tioga Terminal. The recommended capital improvements discussed
                                  later in this report attempt to enhance the current operations in a manner which
                                  is consistent with PRPA's policies, but also provide flexibility should conditions
                                  change. Obviously, suggested capital improvements which support both a single
                                  and a dual operator terminal are advantageous. As was documented via the
                                  previously prepared reports, the Terminal operations can have a profound impact
                                  on the calculated capacity of a terminal's throughput. Thus, approval of capital
                                  improvements to accommodate increased throughput should be closely evaluated
                                  against possible changes in operational procedures used by the tenant(s).

                                  There are four key elements which affect the overall capacity of the container
                                  terminal. First is, the berth capacity, the second is the crane capacity, the third
                                  is the yard capacity and fourth is the gate capacity. In addressing the desire to
                                  achieve a throughput of 80,000 containers per year, the present operating
                                  policies have been assumed to continue, however where operational changes
                                  would impact capacity, these issues will be discussed.

                                  Berth Capacity -

                                  Berth capacity for the container terminal is a function of the length of the
                                  marginal wharf, the number of cranes, the crane production rate, and the
                                  occupancy of the individual berths. Based on the size of the present Panamax
                                  container ships (650' to 750' in length) calling at Tioga, the 1400 If. berth of the

                                                                   21

                                  container terminal can effectively be considered a two (2) berth terminal. Based
                                  on typical crane production rates, a range of berth capacities is between 40,000
                                  and 70,000 containers per year (previous reports show 52,    000)12 . The PRPA
                                  has identified that the growth in the container volume is expected to occur with
                                  an increase in the containers per ship.      This will effectively increase the
                                  allowable berth occupancy by reducing the ship maneuvering timein relation to
                                  the time spent actually unloading and loading.

                                  Berth Utilization and Crane Cna@j@-

                                  The theoretical crane capacity of 126,000 containers per year is well in excess
                                  of both the berth and yard capacity". A third crane would help to increase
                                  berth utilization by allowing either three cranes to operate on one ship (instead
                                  of two at present) or if two ships were at dock, two cranes could work the
                                  heavier activity ship while the third crane could be working the second ship. In
                                  addition, a third crane would increase berth productivity by providing a spare
                                  should down time occur. It would also allow for the retrofit of the two existing
                                  cranes (one at a time), while still providing two container cranes for Crowley's
                                  use.

                                  As a result an expensive crane rail turntable would be required to be
                                  constructed to connect the diverging crane rail tracks. In addition, the projected
                                  length of time required to obtain approval of the environmental aspect (referred
                                  to in "Environmental Analysis" Chapter 11, Section E) is enough to negate the
                                  idea of berth expansion. Another feasible alternative would be the installation
                                  of a dolphin in the north lagoon area to accommodate the berthing of two 750
                                  If. ships at once. Since this may not be required until the later stages of this 5
                                  year study period, Urban's recommendation would be to have a berth occupancy
                                  study performed to justify the need for the third crane.

                                  Yard Capacity -

                                  It has been documented that the Tioga container yard capacity is approximately
                                                                14
                                  60,000 containers per year .       Yard capacity is highly dependant upon
                                  operational policy. In order to achieve 80,000 containers per year without
                                  increasing the acreage of the yard, steps could be taken to decrease the dwell
                                  time, or the period of time which a container is left on the Terminal, for both
                                  import and export containers. Instead of stacking empty containers three high,

                      12  Philadelphia Container Terminals Capacity Analysis Page 27.

                          Philadelphia Container Terminals Cgpacity Analysis Pages 27 and 37.

                          Market Based Facilities Plan for the Port of Philadelphia (Pages 1-13 and 111-5).

                                                                 22.

                                 they could be stacked four high, use a grounded operation in lieu of a chassis
                                 operation, or possibly address the Terminal striping layout to increase the
                                 number of container slots.

                                 Another item of concern is the relocation of the container freight station to the
                                 container terminal. A minimum of 120 container parking slots stand to be lost
                                 due to the construction of the building or as many as 170 parking sfots.

                                 Gate Capacity_.::

                                 The container terminal currently processes in excess of 40,000 containers per
                                 year through four lanes of the existing eight lane gatehouse. The documented
                                 gate capacity is 86,000 containers per year through the existing gatehouse".
                                 Therefore, it is not a requirement to expand the existing gatehouse, but rather
                                 to determine if it could be relocated to a more advantageous location.
                                 Automatic Vehicle Identification is an applicable new technology which could
                                 possibly benefit the gatehouse.     Since the responsibility for this lies with
                                 Crowley to initiate, refer to the appendices for more information.

                          Philadelphia Container Terminals Cgpaciiy Analysis Page 27.

                                                                 23.

                                                              IV

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    I   IV.  RECOMMENDED
             CAPITAL IMPROVEMENTS
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                   IV.     RECOMMENDED CAPITAL BIPROVEMIENTS

                           As a means to evaluate feasibility and impacts of the various possible schemes, Urban
                           developed a number of conceptual plans. Addressed in these conceptual plans were all
                           of the major issues including the Container Freight Station relocation, additional parking
                           lots and the gatehouse, as well as revisions to rail access and the filling in of Pier 179.
                           After evaluating the merits of each of those various schemes, combinations if schemes
                           were assembled in an attempt to arrive at two viable terminal plans. The following
                           section discusses the issues related to these two schemes which Urban is recommending
                           for consideration.

                           A.      TWO OPERATOR TERMINAL - THE RECOMAMNDED SCHEMIE

                                   Refer to Fxhibit 2 in Section VI entitled "Two Operator Scheme" which reflects
                                   Tioga Marine Terminal being utilized by two operators as is the present case.
                                   This scheme includes the following features:

                                   1.     Acquisition of the former railroad right-of-way for the entire distance of
                                          Crowley's terminal. This will allow expansion of the terminal to the
                                          Delaware Avenue right-of-way and increase the container yard size by
                                          1.5 acres.

                                   2.     In order to allow maximum efficiency, the terminal's paving is in need
                                          of repair. The terminal's pavement should be restriped to increase
                                          efficient traffic circulation and increase the yard's capacity.

                                   3.     Construction of a new 40,000 square foot Container Freight Station at the
                                          northeast comer of the container terminal. Including maneuvering space,
                                          Crowley will lose approximately 1.5 acres.

                                   4.     Expansion of the maintenance and repair shop to include four (4)
                                          additional bays. The acquisition of the railroad track will allow the shop
                                          expansion to occur westward so that the driving isle is not affected. The
                                          container terminal would lose approximately 0.25 acres of the 1.5 acres
                                          gained from the relocation of the fence along the Conrail right-of-way.
                                          The expansion of the maintenance and repair shop will include moving
                                          the present operations from the existing carpenter shop to the
                                          maintenance and repair shop.

                                   5.     Due to the lighting levels that presently exist and the fact that many
                                          existing light standards/poles will have to be relocated/replaced because
                                          of suggested capital improvements, the existing terminal lighting should
                                          be replaced.

                                                                   24.

                                   6.     The addition of a third container crane would allow for an increase in
                                          berth utilization and productivity. It also would allow the two existing
                                          cranes to be retrofitted one at a time without affecting the container
                                          operation.

                                   7.     Demolition of the carpenter's shop, since both Crowley and DRS would
                                          like to move the DRS repair shop to the north end. DRS@ currently
                                          utilizes the carpenter shop, and must move their equipment from one end
                                          of the terminal to the other. Tioga Fruit would gain approximately 0.6
                                          acres, but more importantly, the bottle neck between the existing
                                          Container Freight Station and the carpenter shop would no longer exist.
                                          Tioga Fruit Terminal will have the final decision regarding the
                                          demolition of this facility. The present carpenter shop operations will be
                                          relocated to the expanded maintenance and repair shop iden      tified above.

                                   8.     Relocate Tioga Fruit's employee parking to the west side of Delaware
                                          Avenue at Venango Street. Relocate Crowley's employee parking to the
                                          west side of Delaware Avenue near Wheatsheaf Lane. Tioga Fruit would
                                          gain approximately 1.4 acres of additional laydown space and Crowley
                                          would gain approximately 1.1 acres of additional laydown space.

                                   9.     Tioga III should be converted into a refrigerated transit shed to provide
                                          year round capabilities.

                                   10.    Due to the lighting improvements recommended above and increased
                                          electrical requirements      for Tioga III, electrical upgrades            are
                                          recommended. These upgrades should include a second PECO Energy
                                          service to be installed to the Tioga II building, and the manual transfer
                                          switch at Tioga I should be replaced with an automatic transfer switch.

                                   11.    Construction of a four lane gatehouse in the same location as Tioga
                                          Fruit's present guard house. This gate would accommodate the large
                                          volumes of both fruit and in-transit moves. Tioga Fruit would lose
                                          approximately 1.0 acre of laydown space.

                                                    I
                                   12.    Construction of both a new eight-lane gatehouse canopy and a new four-
                                          lane roadability facility for Crowley in the northwest comer of the
                                          container terminal. Crowley would lose approximately 2.8 acres. The
                                          new gatehouse location will provide more queuing space for Crowley.

                                                                    25.

                           B.       SINGLE OPERATOR TERMINAL

                                    Although this is not the present situation nor a current priority, it would be
                                    prudent to investigate this scenario should the circumstances become such that
                                    a one-operator facility becomes viable (refer to Exhibit 3 in Section VI entitled
                                    "One Operator Scheme"). This option includes the following features:

                                    1.     Acquisition of the railroad right-of-way for the entire distance of the
                                           container operation. This will allow expansion of the terminal to the
                                           Delaware Avenue right-of-way and increase the yard size by 1.5 acres.

                                    2.     In order to allow maximum terminal efficiency, the terminal's paving is
                                           in need of repair. The terminal's pavement should be restriped to
                                           increase efficient traffic circulation and increase the yard's capacity.

                                    3.     Construction of a new 40,000 square foot Container Freight       Station at the
                                           far northeast comer of the container terminal. A separate access road
                                           will be constructed, thereby eliminating the need for freight consignees
                                           to enter the Terminal for pickup or delivery. Including maneuvering
                                           space, the terminal would stand to lose approximately 3 acres.

                                    4.     Expansion of the maintenance and repair shop to include four additional
                                           bays. The acquisition of the railroad track will allow the shop expansion
                                           to occur westward, so that the driving isle is not affected. The terminal
                                           would lose approximately 0.25 acres of the 1.5 acres gained from the
                                           relocation of the fence along the Conrail right-of-way. The expansion of
                                           the maintenance and repair shop will include moving the present
                                           operations from the existing carpenter shop to the maintenance and repair
                                           shop.

                                    5.     Due to the lighting levels that presently exist and the fact that many
                                           existing light standards/poles will have to be relocated/replaced because
                                           of suggested capital improvements, the existing terminal lighting should
                                           be replaced.

                                    6.     The addition of a third container crane would allow for an increase in
                                           berth utilization and productivity. It also would allow the two existing
                                           cranes to be retrofitted one at a time without affecting the container
                                           operation.

                                    7.     Demolition of the carpenter's shop can be performed as a result of the
                                           expansion of the maintenance and repair shop at the north end of the
                                           terminal. The terminal would gain approximately 0.6 acres, but more

                                                                     26.

                                          important is the fact that the bottle neck between the existing Container
                                          Freight Station and the carpenter shop would be eliminated.

                                   8.     Relocation of both the break bulk and container terminal employee
                                          parking to the west side of Delaware Avenue. The terminal would gain
                                          approximately 2.5 acres of laydown space as a result.

                                   9.     Tioga III should be converted into a refrigerated transit shed to provide
                                          year round capabilities.

                                   10.    Due to the lighting improvements recommended above and increased
                                          electrical requirements     for Tioga III, electrical upgrades           are
                                          recommended. These upgrades should include a second PECO Energy
                                          service to be installed to the Tioga 11 building, and the manual transfer
                                          switch at Tioga I should be replaced with an automatic transfer switch.

                                   11.    Construction of a four lane gatehouse in the same location as the break
                                          bulk terminal's present guard house. This gate would accommodate the
                                          large volumes of fruit, break bulk and in-transit moves. The terminal
                                          would lose approximately 1.0 acre of laydown space.

                                   12.    Construction of both a new eight-lane gatehouse canopy at the north end
                                          of the terminal and a new four-lane roadability facility. The terminal
                                          would lose approximately 2.8 acres. The new gatehouse location will
                                          provide more queuing space for the container operation than exists at
                                          present.

                           C.      CLOSURE OF DELAWARE AVENUE

                                   During the course of the Tioga Capital Improvements Master Plan, it became
                                   apparent to both the PRPA and Urban Engineers that another possible
                                   opportunity to improve site access and circulation is to obtain a full or partial
                                   closure of Delaware Avenue. Despite being beyond the scope of work for this
                                   endeavor, Urban has reviewed and identified several points of interest. (Refer
                                   to Exhibit 4 entitled "Delaware Avenue Closure Concept" in Section VI for more
                                   information reflecting the public traffic being separated from the Terminal traffic
                                   and away from the Terminal's activities.) Please note that no investigative work
                                   was performed confirming the feasibility of the plan. This option includes the
                                   following points:

                                   1.     For both the partial and complete closure of Delaware Avenue, the public
                                          vehicular traffic would be diverted west onto Carbon Street, currently an
                                          active railroad bed. The PRPA would be required to acquire certain
                                          properties, all of which are believed to be owned by the City of

                                                                   27.

                                         Philadelphia. In doing so, additional acreage would be obtained which
                                         could be used to increase both the container and break bulk terminals.

                                  2.     The gatehouse location is shown schematically.          Based upon the
                                         Terminal utilization (i.e. one or two operators, In-Transits using the
                                         container gate, etc.) the gatehouse could properly be oriented,_ sized and
                                         designed.

                                  3.     Traffic signals would have to be designed to permit the railroad's access
                                         to their line.

                                  4.     The potential exists for a greater length of queuing area which would
                                         help eliminate the closeness of the public traffic to the queuing terminal
                                         traffic. Also, conflicts between the break bulk and the container terminal
                                         could be lessened.

                                  5.     Employee parking could be relocated westward, thereby allowing more
                                         laydown space closer to the water's edge.

                                  6.     A possible obstacle may be the pipe bridge above Carbon Street, between
                                         Venango Street and Castor Avenue.

                                                                  28.

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    I   V. CAPITAL COST ESTIMATES
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                                               ESTIMATED COST SUMMARY
                               RECOMMENDED FOR CAPITAL IMPROVEMENTS
                                               DUAL OPERATOR TERMINAL

                        ITEM                    IMPROVEMENT/TASK                                   AMOUNT
                         NO.

                             I        Purchase and Cleanup Conrail Railroad track                        $ 100,000.00
                                                   along Delaware Ave.
                             2                Pavement Repairs and Striping                              $ 400,000.00
                             3       Addition of Container Freight Station Building                        -
                                                        (40,000 s.f.)                                  $ 1,633,835.00
                             4          Maintenance and Repair Shop Expansion
                                                         (6,000 s.f.)                                    $ 250,000.00
                             5         Terminal Lightning and Electrical upgrades
                                          including Automatic Transfer Switches                        $ 1,900,000.00

                             6                     New Container Crane                                 $ 5,500,000.00
                             7                Demolition of Carpenter Shop                                $ 15,000.00
                             8          Parking Relocation Across Delaware Ave.                             250,000.00
                             9         Adding Refrigeration to Tioga 111 Building                      $ 2,697,758.00
                             10            Upgrade power distribution and add                            $ 600,000.00
                                                   second PECO service

                             11          Construction of four-lane gatehouse for                         $ 381,530.00
                                                         Tioga Fruit
                             12          New Gate and Roadability Complex for
                                         Container Area (without office building)                        $ 763,060.00

                                                          TOTAL                                       $ 14,491,183.00

                             All prices except for item No.6 (Third Crane) were obtained from 1994 MEANS
                                   u
                             Constr ction Cost Data or historical data for similar projects Urban has designed.

                                                                     29.

                                            ESTIMATED COST SUMMARY
                              RECOMMENDED FOR CAPITAL IMPROVEMENTS
                                           SINGLE OPERATOR TERMINAL

                       ITEM                   UVIPROVEMENT/TASK                              AMOUNT
                        NO.

                           I        Purchase and Cleanup Conrail Railroad track                    $ 100,000.00
                                                 along Delaware Ave.

                           2               Pavement Repairs and Striping                           $ 400,000.00
                           3       Addition of Container Freight Station Building
                                                     (40,000 s.f.)                               $ 1,715,835.00
                           4          Maintenance and Repair Shop Expansion
                                                      (6,000 s.f)                                  $ 250,000.00
                           5         Terminal Lightning and Electrical upgrades
                                       including Automatic Transfer Switches                     $ 2,500,000.00

                           6                    New Container Crane                              $ 5,500,000.00

                           7                Demolition of Carpenter Shop                            $ 15,000.00
                           8          Parking Relocation Across Delaware Ave.                      $ 250,000.00
                           9         Adding Refrigeration to Tioga III Building                  $ 2,697,758.00
                           10            Upgrade power distribution, and add
                                                second PECO service                                $ 600,000.00
                           11          Construction of four-lane gatehouse for                     $ 381,530.00
                                                      Tioga Fruit
                           12          New Gate and Roadability Complex for
                                       Container Area (without office building)                    $ 763,060.00

                                                       TOTAL                                    $ 15,173,183.00

                           All prices except for item No.6 (Third Crane) were obtained from 1994 MEANS
                           Construction Cost Data or historical data for similar projects Urban has designed.

                                                                 30.

                              ESTIMATED COST SUMMARY FOR
                              ITEMS REQUESTED BY PRPA, BUT
                      NOT INCLUDED AS PART OF RE.COMMENDATION

                 ITEM                  ITEM/TASK                    AMOUNT
                  NO.

                    I               Demolition of Pier 179            $ 4,843,100.00
                   2           Filling of Adjacent Sides of Pier 17-9 $ 21,875,100.00
              L-3                  Filling of North Lagoon           $ 33,981,820.00

                                               31.

                                                                                             vi

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        I       VI. EXHIBITS
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                                   COMMONWEALTH OF PENNSYLVANIA
                                 DEPARTMENT OF ENVIRONMENTAL RESOURCES
         PENNSYLVANIA                         P.O. Box 8555
                                         Harrisburg,-PA 17105-8555
                                             November 1, 1994

                                                                    717-787-2529
           Bureau of Land and Water Conservation

                                                            IE ow Elf

                                                          K10V7

           Neil K. Christerson, Program Specialist
           Coastal Programs Division - OCRM
           SSMC4 Room 11209 (N/ORM 3)
           1305 East-West Highway
           Silver Spring, MD 20910

           RE: DER File No. CZ1:A(93)

           Dear Neil:

               Enclosed with this letter are two copies of the final plan for the Tioga Marine Terminal
           Master Plan (CZ1:93PS.02). This project was completed with funds provided by a financial
           assistance award in the Coastal Zone Management Program for the Fiscal Year 1993.

                                              Sincerely,

                                                      @57,

                                              Robert S. Edwards
                                              Environmental Planner 11
                                              Division of Coastal Programs
           Enclosure

           An Equal Opportunity/Affirmative Action Employer        Recycled Paper

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                                                                                                                                      @ 3 6668 14112008 1 ,