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					“Preserving Our Past, Enhancing Our Future”

  August 20, 2010

  To: Financial/Legal Advisory Consultants

  Re:       Request for Proposal (RFP) – No State Assignment
            Financial/Legal Advisory Services for a P3 for Scudder Falls Bridge Replacement Project
            DRJTBC Contract No. C-393G-1, Capital Project No. 0301A

  The Delaware River Joint Toll Bridge Commission (the “Commission”) invites Proposals from
  Financial Consultants in association with an Independent Legal Counsel to provide advisory
  services related to the procurement of a Public Private Partnership (P3) for its Scudder Falls
  Bridge Replacement Project. The term “Consultant” shall mean the consultant, the consulting
  firm with which a consultant is affiliated (if any) and the respective subconsultants (including
  Independent Legal Counsel) of the foregoing that jointly comprise the team to be used for this
  Project (as defined below), if awarded to a Consultant.

  The information contained in and provided for in this request for proposals (“RFP”) is for
  background purposes only. While every effort has been made to ensure the accuracy of the
  information contained in this RFP, it is not, and shall not be construed to be or constitute, a
  representation, warranty or guaranty by the Commission regarding the content, completeness, or
  accuracy of such information, or the qualifications or expertise of the individual(s) or firm(s)
  providing or preparing such information. Each proposer shall rely solely on its own inspections,
  investigation, confirmation and analysis of (i) the information contained in or delivered pursuant
  to this RFP and (ii) any other information that such proposer deems necessary or prudent in
  evaluating and analyzing this project.

  This RFP is not a legally binding document, but an invitation to submit proposals on the terms
  and conditions described in this RFP which will be presented to the Commission pursuant to its
  Procurement        Process       Guidelines        presented       on       its    website      at
  http://www.drjtbc.org/assets/delawareriver/ProcurementProcessGuidelines.pdf.         This     RFP
  contains instructions governing the requested proposal, including the requirements for the
  information and material to be included; a description of the service to be provided; requirements
  which proposer must meet to be eligible for consideration; general evaluation criteria; and other
  requirements specific to this RFP. In no event shall the Commission be responsible for any
  costs, expenses or fees incurred by or on behalf of the proposer in connection with this RFP. The
  proposer shall be solely responsible for all such costs, expenses and fees.

  The Commission reserves the right at any time prior to award, to modify the schedule and scope
  of this solicitation process, to terminate the RFP process, and to reject or not consider all or any
  part of any proposal submitted in response to this RFP for any reason or no reason. Further, after
  review of the proposals, the Commission reserves the right to request additional or clarifying
  information from any or all parties that submit proposals in response to this RFP.



  Y:\Contract Folders\393\C-393G\RFP - Financial Advisor\RFP - Financial Advisor 082010.doc
Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge

This RFP is being made available by electronic means and is posted on the Commission’s
website www.drjtbc.org under Doing Business with the Commission.

                                                          Background

The Delaware River Joint Toll Bridge Commission is a body corporate and politic, created in
December 1934, by Compact executed by the Governors of New Jersey and Pennsylvania, duly
authorized to do so by their respective legislatures, which Compact was approved by Congress
on August 30, 1935, hereinafter referred to as “Commission”. The Commission’s Compact
authorizes it to acquire, construct, rehabilitate, improve, maintain, repair and operate bridges for
vehicular and pedestrian traffic across the Delaware River between the Commonwealth of
Pennsylvania and the State of New Jersey from the Philadelphia, Bucks County line to the New
York State line, a distance of approximately 139 miles. The Commission owns and operates
seven (7) toll and thirteen (13) toll-supported bridges from Morrisville, Pennsylvania in the
south, to Milford, Pennsylvania in the north. The tolls collected from the seven (7) toll bridges
support the administration, maintenance, operation & capital improvements for a system of
twenty (20) main river bridges, seven (7) toll plazas, 34 approach structures and 77 roadway lane
miles.

The I-95/Scudder Falls Bridge, which was constructed in 1959, carries Interstate 95 (I-95) over
the Delaware River between Lower Makefield Township in Bucks County, Pennsylvania and
Ewing Township, Mercer County, New Jersey. This segment of I-95 has not been substantially
improved since it was originally constructed in 1959 and is operating well over available
highway capacity during the AM and PM peak travel periods. The Delaware River Joint Toll
Bridge Commission (DRJTBC) in cooperation with the Federal Highway Administration
(FHWA), the Pennsylvania Department of Transportation (PennDOT) and the New Jersey
Department of Transportation (NJDOT) is proposing improvements to the I-95/Scudder Falls
Bridge and 4.4 miles of I-95 in Pennsylvania and New Jersey.

The I-95/Scudder Falls Bridge Replacement Project has a Program Cost of $310 Million.
Program Cost includes estimated construction cost, design, CM/CI, program management costs,
legal, ROW, permit fees, etc. The Project involves the total replacement of the Scudder Falls
Bridge with a new bridge containing three (3) travel lanes in each direction, two (2) auxiliary
lanes in the northbound direction and one (1) auxiliary lane in the southbound direction. The
project includes 4.4 miles of improvements along Interstate I-95 (I-95) in Pennsylvania and New
Jersey between the PA Route 332 Interchange in Pennsylvania and the Bear Tavern Road
Interchange in New Jersey.

The project involves adding a travel lane and adequate inside and outside shoulders in each
direction with auxiliary lanes to accommodate entry and exit from adjoin interchanges on the I-
95/Scudder Falls Bridge. The project includes highway improvements necessary to transition to
the existing six-lane section of I-95 extending approximately 1.5 miles east from NJ Route 29 to
the Bear Tavern Road (County Route 579) Interchange. The project also includes improvements
to the Taylorsville Road Interchange (PA Exit 51) in Pennsylvania and the NJ Route 29
Interchange (NJ Exit 2) in New Jersey to meet current highway and geometric design standards.


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Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge

The interchange improvements include reconfiguration, the addition/modification of acceleration
and deceleration lanes and providing adequate spacing of ramp merges. A pedestrian/bicycle
facility is also part of the project which would provide pedestrian/bicycle access across the
Delaware River and connect to the Delaware Canal tow-path in Pennsylvania and the Delaware
and Raritan Canal tow-path in New Jersey. Noise barriers will be constructed along the 4.4 mile
project corridor.

The work is more fully described in the EA, which can be found at http://scudderfallsbridge.com.
                                            Purpose

The Commission is seeking to acquire the services of a Financial Advisor in association with an
Independent Legal Counsel who, collectively, are familiar with Alternative Program Delivery
Strategies such as: Public Private Partnerships (P3’s) to provide financial advisory services and
legal counsel as to how to leverage the toll revenue stream to finance and complete the project in
a timely basis in accordance with authority vested in the Commission by its Compact.

This RFP seeks proposals for financial advisory services related to the Scudder Falls
Replacement Project from qualified consultants with experience in the preparation of market
forecasts and project financial models within the transportation sector/toll industry, as well as the
structure (financial and contractual), marketing, procurement, negotiation, and implementation of
public-private partnerships (“P3”) for large-scale transportation infrastructure projects. As set
forth in greater detail below, the selected consultant will provide all services necessary to enable
the Commission to conduct and complete a successful procurement in 2011 for the development
of a Public Private Partnership (P3) for the Project, should the Commission elect to move
forward with a P3 procurement. These services include, but are not limited to, updating existing
traffic toll revenue studies for Scudder Falls Bridge Replacement , preparing a financial models,
identifying potential P3 participants, identifying legal constraints and opportunities for the
Commission to enter into a P3 agreement, preparing the procurement documentation, assisting
the Commission with the procurement process, assisting the Commission with the valuation and
analysis of bids, structuring and negotiating the development transaction and providing all other
financial and legal advisory services associated with a successful procurement for the
development of a P3, should the Commission elect to proceed with a P3 project.

                                                      Term of Services

The term of the contract will commence on the date the Commission provides the consultant
with a Notice-to-Proceed (NTP) with a targeted completion within twelve (12) months after NTP
is issued. The selected Consultant shall not start the performance of any work prior to the NTP
date and the Commission shall not be liable to pay the selected Financial Advisor for any service
or work performed or expenses incurred before the NTP. All pricing within the response to this
RFP shall be guaranteed for the term of the contract




                                                            Page 3 of 46
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Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge

                                           I. Request for Proposals – Process

 A.       Evaluation and Selection Criteria:

The selection criteria for this RFP include a combination of the following:

      •   Understanding the scope of work
      •   Team Qualification/Personnel Qualifications
      •   Interview & Soundness of Approach
      •   MBE/WBE Participation.

B.        Submission Deadline:

Proposals are due at the offices of the Commission by Friday, September 17, 2010 at 2:00
p.m.

Proposers should prepare proposals simply and economically, providing a straightforward,
concise description of their ability to meet the requirements of this RFP.

Eight (8) copies of the proposal should be submitted to:

                            Delaware River Joint Toll Bridge Commission
                     New Hope Toll Bridge Headquarters and Administration Building
                                           2492 River Road
                                        New Hope , PA 18938
                             George G. Alexandridis, P.E. Chief Engineer

In addition to the paper copies of the proposal, Proposers shall submit one complete and exact
copy of their proposal on CD-ROM in Microsoft Office or Microsoft Office-compatible format.
The Proposer shall make no other distribution of its proposal to any other Proposer or
Commission official or consultant.

To be considered for selection, hard and electronic copies of proposals must arrive at the
Commission at the address shown above on or before the time and date specified in the RFP.
The Commission will not accept proposals via email or facsimile transmission. Proposers who
send proposals by mail or other delivery service should allow sufficient delivery time to ensure
timely receipt of their proposals. If, due to inclement weather, natural disaster, or any other
cause, the Commission office location to which proposals are to be returned is closed on the
proposal response date, the deadline for submission will be automatically extended until the next
Commission business day on which the office is open, unless the Commission otherwise notifies
Proposers. The hour for submission of proposals shall remain the same. The Commission will
reject unopened, any late proposals.




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Y:\Contract Folders\393\C-393G\RFP - Financial Advisor\RFP - Financial Advisor 082010.doc
Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge

C.        Pre-proposal Conference Call:

A non-mandatory pre-proposal conference call for this RFP will be held on Friday, August 27,
2010. To attend this pre-proposal conference call Consultant should dial the access number
866- 393-8073; and then enter the meeting number preceded and followed by the * key,
*6826353*.

The Conference call will begin promptly at 10:00 AM. Consultants are requested to call in
at 9:45 AM and announce their names and firm affiliation.

D.        Questions about RFP:

All questions or comments regarding this RFP must be submitted in written form to: at the
above listed address or via email at or ggalexandridis@drjtbc.org or fax at 215 862-7665,
Attention: George G. Alexandridis, P.E. Chief Engineer.

E-mail is the preferred method for submitting questions; however, questions can be submitted via
mail or fax as well. Telephone inquiries will not be accepted. All questions submitted to
Commission and the corresponding responses will be distributed to all Proposers who have
registered their interest in writing to the Commission or attended the non-mandatory pre-
proposal meeting. The deadline for submitting questions to Commission is Friday, September 3,
2010 at 2:00 PM. Questions submitted after this date will not receive a response.

The Commission shall email the answers to the questions to the prospective Proposers. All
questions and responses are considered as an addendum to, and part of, this RFP in accordance
with RFP Section E below.

E.        Restriction of Contract:

From the issue date of this RFP until the Commission selects a proposal for award, the
Commission’s Chief Engineer is the sole point of contact concerning this RFP. Any violation of
this condition may be cause for the Commission to reject the offending Proposer’s proposal. If
the Commission later discovers that the Proposer has engaged in any violations of this condition,
the Commission may reject the offending Proposer’s proposal or rescind its contract award.
Proposers must agree not to distribute any part of their proposals beyond the Commission. A
Proposer who shares information contained in its proposal with other personnel and/or
competing Proposer personnel may be disqualified.

The successful Proposer and its associated Independent Legal Counsel are precluded from
participating in a subsequent P3 proposal as an equity partner or team member of an equity
partner who is proposing to participate in a P3.




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Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge

Further, the Commission may elect to compensate the successful proposer for the tasks set forth
in II.A.1.3. hereof pursuant to the alternate success fee arrangement provided for in II.A.10.c.of
this RFP. In the event of such an election, and in the event of a dispute between the successful
proposer and the Commission concerning the payment, or the amount, of any such success fee,
or any payments due, or alleged to be due, for services provided by the successful Proposer to
the Commission, the Independent Legal Counsel associated with the successful proposer for
purposes of providing the services called for by this Request for Proposal agrees that said
counsel, and counsel’s firm, shall not represent the proposer in any such dispute, in any capacity,
including, but not limited to, rendering advice or opinion as to the amount of, or entitlement to,
any success fee, or other fee, and including representation in any proceedings seeking to recover
any such fees. The proposed Independent Legal Counsel shall submit, with the response to the
Request for Proposal, a letter indicating agreement with the terms of this provision.

F.        Addenda to the RFP:

If the Commission deems it necessary to revise any part of this RFP before the proposal response
date, the Commission will issue a written addendum to prospective Proposers.

The Commission shall not be bound by any verbal information nor shall it be bound by any
written information that is not either contained within the RFP or formally issued as an
addendum by the Commission. The Commission does not consider questions to be a protest of
the specifications or of the solicitation.

                                                II. Submission Requirements

Proposals must contain all of the following elements to be considered complete. The
Commission reserves the right to reject, or not consider, all or part of any proposal submitted in
response to this RFP for any reason whatsoever at any time prior to the full execution of an
agreement with the selected Consultant. The Commission further reserves the right to request
additional or clarifying information from proposers.

A.        Proposal Format:

Proposers are to provide sufficient information for the Commission to evaluate the proposals to
determine responsiveness and ability to meet the specifications for the Project. At a minimum,
the following sections should be included in the Proposal

          1. Proposed Statement of Work: Describe the proposed scope of work for the Project
             in the following format:

               •    Statement of the Problem. State in succinct terms your understanding of the
                    problem presented or the service required by this RFP. This section of the
                    proposal shall not exceed one page.




                                                            Page 6 of 46
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Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge

               •    Management Summary. Proposers should provide a narrative detailing their
                    approach to this project (including the specific tasks set forth below) and their
                    proposed work plan. This section of the proposal shall not exceed eight pages.

                    1. P3 Market Analysis: The selected consultant will analyze/report upon the
                       availability/willingness/appetite of firms to entertain entering into a Public
                       Private Partnership (P3) arrangement with the Commission for the Scudder
                       Falls Bridge Replacement project. Included in this analysis shall be an
                       assessment of various forms of P3’s and their advantages/disadvantages for
                       the Commission. This analysis should be based, in part on the Long Term
                       Traffic and Revenue Report prepared for the Commission by the Jacobs
                       Engineering Group dated March 2009.

                         Copies of this report will be mailed to all attendees of the non-mandatory pre-
                         proposal conference call upon e-mail request to the Chief Engineer and to
                         those Proposers who have indicated in writing, at least 14 calendar days
                         before the due date of Proposals their interest in submitting a Proposal.

                         This analysis should include a legal review of the Commission’s Compact to
                         identify the constraints/opportunities for the Commission to enter into a P3
                         arrangement under its existing Compact.

                    2. Financial Model: The selected consultant will prepare a comprehensive
                       financial model to evaluate the economic feasibility of the project. Previous
                       financial modeling of the project to the extent it is available will be provided
                       to the selected consultant by the Commission, along with conceptual
                       engineering data required to prepare the financial model.

                    3. Financial/Legal Advisory Services: The selected consultant will provide all
                       financial and legal advisory services necessary to assist in an evaluation of the
                       viability of the project and planning for a potential P3 procurement to be
                       completed within 12 months after receipt of NTP, in the event that the
                       Commission elects to pursue the project as a P3 procurement. These financial
                       and legal advisory services will include, but not be limited to:

                         a. Development of a detailed conceptual timeline that would result in
                            selection of a P3 private entity and execution of binding commitments for
                            the project.

                         b. Identification of alternatives for structuring a development transaction for
                            the project, including but not limited to an analysis of the benefits and
                            drawbacks of each approach, as well as the projected timeline for each
                            alternative.




                                                            Page 7 of 46
Y:\Contract Folders\393\C-393G\RFP - Financial Advisor\RFP - Financial Advisor 082010.doc
Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge

                         c. Preparation of a financial/legal risk analysis for the project, including
                            recommendations for optimal risk allocation between the Commission and
                            the private entity to achieve a successful outcome.

                         d. Identification of potential private entities and promotion of the project
                            within the infrastructure, highway/bridge toll industry, and other pertinent
                            investment communities.

                         e. Advise and assist in the development of all procurement and concession
                            documents that would be required for the project, should the Commission
                            elect to move forward with a P3 for the project.

                         f. Advise and assist with all aspects of the procurement process for the
                            development of a P3 for the Scudder Falls Bridge Replacement project,
                            should the Commission elect to move forward with a P3 for the project.

                         g. Advise and assist with valuation and analysis of bids, structuring and
                            negotiating the development transaction and providing all other financial
                            advisory services necessary for a successful procurement for the
                            development of, a P3 for the Scudder Falls Bridge Replacement project
                            should the Commission elect to move forward with a P3 for the project.

                         h. Advise and assist with stakeholder coordination. Coordinate with the
                            Commission’s legal and engineering consultants on the project, as
                            required. Include a narrative description of the proposed effort and a list
                            of the items to be delivered or services to be provided.

                    •    Project Schedule. All proposals must include a detailed project schedule,
                         which contemplates completion of all services within 12 months of NTP. The
                         Commission reserves the right to terminate the contract at any time, based on
                         the Commission’s sole and exclusive determination regarding whether to
                         move forward with the project.

          This section of the proposal shall not exceed five (5) pages not including the project
          schedule.

          2. Relevant Experience: The selected consultant must have extensive and recent
          relevant experience in the provision of financial/legal advisory services for large-scale
          public infrastructure projects, particularly in the toll road industry. Specific experience
          with P3 transactions and the elements set forth in II.A.1. Proposal Format is
          required. Knowledge and understanding of toll road industry is critical. Describe your
          firm’s experience in narrative form, with specific focus on projects of similar size and
          scope. Provide at least three references and not more than five for each project cited.

          This section of the proposal shall not exceed three (3) pages.


                                                            Page 8 of 46
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Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge


          3. Proposed Project Team: Detail the project team that your firm proposes to use on
          this project, including the proposed team leader and the independent Legal Counsel. In
          an attachment to your proposal, provide resumes for all project team members and detail
          specific experience of each team member with P3 projects of similar size and scope. The
          schedule for this project anticipates performance of the work and provision of
          deliverables over a 12 month period after NTP. Please address the availability of your
          team to complete all project requirements in a timely fashion. Identify the Independent
          Legal Counsel and all sub-contractors and the scope of their work, as well as the
          percentage of the overall project that will be performed by them. Provide an
          Organization Chart (11” x 17”) showing the areas of responsibility of the individuals to
          be assigned to the project, their responsibility and their organizational affiliation.

          This section of the proposal shall not exceed three (3) pages, excluding the
          Organizational Chart.

          4. Consultant Responsibility Certification: Provide the following information about
          your firm and that of the Independent Legal Counsel:
               •    Legal name of the company
               •    Address of the company
               •    How long the company has been in business
               •    List prior names and address that the company may have had
               •    Indicate the corporate structure of the firm (corporation, partnership, etc.)
               •    Identify the work your organization routinely conducts
               •    A letter from a principal of the entity submitting the proposal documenting his
                    or her authority to submit and to enter into a legally binding agreement.

          Also, indicate whether there are any outstanding judgments, claims, arbitration
          proceedings or suits against your firm. If so, provide the caption and venue of the claim
          along with identifying case number and a description of the nature of the suit.

          All proposers must submit with their proposals an executed Confidentiality Statement
          shown in Attachment VII.

          Further, the Independent Legal Counsel shall submit a letter indicating agreement with
          the terms of the provision stated in I.E. Restriction of Contract (1st paragraph top of page
          6).

          5. MBE/WBE: It is the intent and goal of the Commission that the selected Consultant
          ensures diversity in all aspects of the Project. The Commission encourages cooperation
          with, and utilization of, certified Minority & Women Business Enterprises in all phases
          of the proposals received in response to this RFP.




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Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge

          The following participation goals for certified MBEs and WBEs for this project are:
                         •     MBE – 7%
                         •     WBE – 3%

          The Consultant shall include in their Proposal a statement of commitment to meet these
          goals and submit a MBE/WBE Subconsultant Participation Form (see Attachment VI).

          6. Request for Proposal Administrative and Contractual Information. Attachment I
          to this Request for Proposal provides Administrative and Contractual Information
          applicable to this RFP.

          7. Objections and Additions to Standard Contract Terms and Conditions: The
          Proposer will identify in its Proposal which, if any, of the terms and conditions
          (contained in Attachment II – DRJTBC Sample Agreement) it would like to
          renegotiate and what additional terms and conditions the Proposer would like to add to
          the standard contract terms and conditions. The Proposer’s failure to make a submission
          under this paragraph will result in its waiving its right to do so after the submission of the
          Proposal. The Commission may, in its sole discretion, accept or reject any requested
          changes to the standard contract terms and conditions. The Proposer shall not request
          changes to the other provisions of the RFP, nor shall the Proposer request to completely
          substitute its own terms and conditions for Attachment II. All terms and conditions
          must appear in one integrated contract. The Commission will not accept references to the
          Proposer’s, or any other, online guides or online terms and conditions contained in any
          proposal. Regardless of any objections set out in its proposal, the Proposer must submit
          its proposal, including the cost proposal, based on the terms and conditions set out in
          Attachment II. The Commission will reject any proposal that is conditioned on the
          negotiation of terms and conditions other than those set out in Attachment II.

          8. Insurance Requirements: Attachment III stipulates the Insurance Requirement for
          this Contract. Attachment IV – Insurance and Indemnification Certification Form must be
          submitted with the Proposers Proposal.

          9. Conflict of Interest: Attachment V – Conflict of Interest and Recusal Certification
          Form must be submitted with the Proposers Proposal. The form certifies that the Proposer
          has read and understood the Commission’s Conflict of Interest and Recusal Guidelines
          which       are       posted       on       the     Commission’s          web        site
          http://www.drjtbc.org/assets/delawareriver/Recusal_Guidelines.pdf




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Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge

          10. Financial Terms: Proposers shall submit a detailed financial proposal, structured in
          the following manner:

                    a. A not-to-exceed fee for the tasks set forth in II.A.1.1. - P3 Market Analysis.
                       Proposers must include a breakdown of this fee proposal, including hourly
                       rates, total man hours (broken out by rate category) and all other relevant
                       information.

                    b. A not-to-exceed fee for the tasks set forth in II.A.1.2. – Financial Model
                       Proposers must include a breakdown of this fee proposal, including hourly
                       rates, total man hours (broken out by rate category) and all other relevant
                       information.

                    c. For the tasks set forth in II.A.1.3.- Financial/Legal Advisory Services,
                       Proposers must provide two alternate fee proposals:

                         •     Compensation for all tasks set forth in II.A.1.3.a-h - Financial/Legal
                               Advisory Services through a success fee that would be paid upon
                               execution of binding development commitments for the project. Proposers
                               must detail the proposed method for calculating the success fee, as well as
                               all conditions and contingencies that would be associated with it.

                         •     A not-to-exceed fee for each of the tasks set forth in II.A.1.3.a-h -
                               Financial/Legal Advisory Services. Proposers must include a breakdown
                               of this fee proposal, including hourly rates, total man hours (broken out by
                               rate category) and all other relevant information.

       11. Reports, Project Oversight, and Coordination.

                    a. The selected consultant will provide regular updates to the Commission and
                       will report to the Project Team, comprised of one or more representatives
                       from the Commission Administrative, Operations, Finance & Engineering
                       staffs and any other representative(s) selected by the Commission
                       (collectively, the “Project Team”).

                    b. The selected consultant will submit reports, in form and content acceptable to
                       the Project Team detailing the progress of the work and next steps, as well as
                       additional reports and information that may be requested from time to time by
                       the Project Team. In addition, the selected consultant will be responsible for
                       establishing a project schedule that is acceptable to the Project Team and for
                       tracking the progress of the project on a weekly basis. The Project Team will
                       work closely with the Commission and provide regular updates to the
                       Commission.




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Y:\Contract Folders\393\C-393G\RFP - Financial Advisor\RFP - Financial Advisor 082010.doc
Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge

                    c. Each firm responding to this RFP must submit a list detailing the specific
                       information and records they will need from the Commission to perform the
                       scope of services set forth in this RFP, in the event that their firm is selected.

B.        Submission of Proposals:

Unless otherwise specified, all Proposals must be submitted in the format specified in this RFP.
Each proposal page should be numbered for ease of reference. All blank spaces in the Proposal
shall be filled in correctly where indicated for each and every item for which a description is
given, and the proposer must state the prices (which should be typed or written in ink, in words
and numbers) for which the proposer proposes to do each part of the Project contemplated, and
the total amount for all the parts included in any or all of the combinations of the Project. In case
of any discrepancy, the written words shall be considered as being correct.

Proposals shall be signed by a duly authorized representative capable of executing a contract on
behalf of the proposer. If the Proposal is made by an individual, the complete post office address
should be given in addition to the individual’s signature. If made by a partnership, the complete
post office address of each partner of the partnership (limited and/or general, as applicable) must
be given. If made by a corporation, the Proposal must be signed by the President or a Vice
President and the Secretary or Treasurer of the corporation; otherwise, the signing individual’s
authority to execute such papers shall accompany the Proposal.

A Proposal which is incomplete or conditional or which contains additions or deductions not
called for, or irregularities of any kind, including alterations or erasures, may be rejected by the
Commission in its sole discretion as an informal Proposal. The Commission reserves the right in
its sole discretion to waive technical defects or irregularities in a Proposal.

Proposals shall be broken down into two (2) parts.

          Part 1 shall consist of the following four (4) sections:

          Section II.A.1         Proposed Statement of Work
          Section II.A.2.        Relevant Experience
          Section II.A.3.        Proposed Project Team
          Section II.A.4.        Consultant Responsibility Certification, including Attachment VII
          – Confidentiality Agreement and Independent Legal Counsel’s agreement with the terms
          of the provision stated in I.E. Restriction of Contract (1st paragraph top of page 6).

          Part 2 shall consist of the following five (5) sections:

          Section II.A.5.                MBE/WBE Subconsultant Participation Form.
          Section II.A.7                 Modifications to Standard Contract Terms
          Section II.A.8                 Insurance & Indemnification Certification Form
          Section II.A.9                 Conflict of Interest and Recusal Certification Form
          Section II.A.10                Financial Terms


                                                           Page 12 of 46
Y:\Contract Folders\393\C-393G\RFP - Financial Advisor\RFP - Financial Advisor 082010.doc
Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge


             References to financial terms in any section other than Section I.A.10 shall be
             grounds for rejection of the proposal as being non-responsive.

C.           Delivery of Proposals:

It is the responsibility of the proposer to ensure that the proposer’s Proposal is received by the
Commission prior to the time scheduled for the opening of Proposals. No Proposal shall be
considered if it arrives after the time set for the opening of Proposals. Each Proposal will be
submitted in two sealed envelopes, one for each part (Sections II.A.1 – II.A.4 and Sections
II.A.5, II.A.7 – II.A.10), and clearly identifying which part is contained therein and shall be
sealed in another envelope. If forwarded by mail, the envelope shall be addressed to:

                             Delaware River Joint Toll Bridge Commission
                     New Hope Toll Bridge Headquarters and Administration Building
                                           2492 River Road
                                         New Hope, PA 18938
                       Attention: Mr. George G. Alexandridis P.E. Chief Engineer

preferably by registered mail. If forwarded otherwise than by mail, the Proposal shall be
delivered at the offices of the Commission at the above noted office prior to the time stated in
this Proposal. The two sealed envelopes containing the two parts of the proposal shall be
enclosed in a sealed envelope and marked plainly on the outside with the number and title of the
RFP and notation as to the Proposal number and description, Proposal opening date and time. If
the Proposal envelope is to be enclosed in another envelope for the purpose of express-type
delivery, the exterior envelope shall be clearly marked as a Proposal and the Proposal date and
title shall be shown on the envelope.

Proposers should not label proposal submissions as confidential or proprietary. The Commission
will hold all proposals in confidence and will not reveal or discuss any proposal with competitors
for the contract, unless disclosure is required:

        i.      Under the applicable law; or
       ii.      By rule or order of any court of competent jurisdiction.

.




                                                           Page 13 of 46
Y:\Contract Folders\393\C-393G\RFP - Financial Advisor\RFP - Financial Advisor 082010.doc
Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge

D.        Modification of Proposals:

Proposals may be modified by written notice by a proposer or its authorized representative prior
to the exact hour and date set for the opening of Proposals. If an authorized representative
submits a modified Proposal on behalf of a proposer, written documentation substantiating that
the authorized representative is authorized to make the modified Proposal and that the modified
Proposal is submitted on the proposer’s behalf must be provided with the modified Proposal. A
modification of the Proposal shall also state that it is in compliance with this RFP.

E.        Withdrawal of Proposals:

A proposer may withdraw the Proposal in writing and the request is received by the Commission
prior to the time fixed for the opening of Proposals.

                                        III. Evaluation and Award of Proposals

A.        Mandatory Responsiveness Requirements:

     To be eligible for selection, a proposal must be:

     a) Timely received from an Proposer; and
     b) Properly signed by the Proposer

The Commission reserves the right, in its sole discretion, to waive technical or immaterial
nonconformities in a Proposer’s proposal.

B.        Evaluation and Discussion of Proposals:

After the Proposals are opened and reviewed, the Commission may conduct
discussions/interviews with responsible proposers who submitted Proposals and have been
determined by the Commission to be a potential candidate for selection. The purpose of these
discussions/interviews is to obtain further clarification of the Proposers response to this RFP and
to become acquainted with the skills, capabilities and experience of the Project Team members.
Interviews will be held on Monday, October 4, 2010 and Tuesday, October 5, 2010 between 9:00
a.m. and 2:00 p.m. Please prepare for your interviews based upon a forty five minute time
frame. Please plan accordingly. Proposers who will be invited for discussions/interviews will be
informed of their time slot via e-mail on Monday, September 27, 2010 before 12:00 noon.




                                                           Page 14 of 46
Y:\Contract Folders\393\C-393G\RFP - Financial Advisor\RFP - Financial Advisor 082010.doc
Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge

C.        Discussions for Clarification:

Proposers may be required to make an oral or written clarification of their proposals to ensure a
thorough mutual understanding and Proposer responsiveness to the solicitation requirements.
The Commission will initiate requests for clarification.

The Commission reserves the right to request additional information which, in the Commission’s
opinion, is necessary to assure that the Proposers competence, number of qualified employees,
business organization, and financial resources are adequate to perform according to the RFP.

D.        Comparison of Proposals:

Proposals will be compared on the basis of the aggregate of all items of the Proposal, unless
otherwise specified.

E.        Collusive Proposals Will Be Rejected:

The Proposals of any proposer or proposers who engage in collusive bidding shall be rejected.
Any proposer who submits more than one Proposal in such manner as to make it appear that the
Proposals submitted are on a competitive basis from different parties shall be considered a
collusive bidder. The Commission may reject the Proposals of any collusive bidder upon
Proposal openings. Nothing in this Section shall prevent a proposer from superseding a Proposal
by a subsequent Proposal delivered prior to the opening of Proposals which expressly revokes
the previous Proposal.

F.        Award of Contract:

The Contract will be awarded to the responsible proposer whose Proposal is determined in
writing to be most advantageous to the Commission.

Subsequent to evaluation and contract award, the Commission retains the right to use any or all
ideas presented in any proposal regardless of whether the proposal becomes part of a contract.

G.        Execution of the Contract Documents:

Within five (5) calendar days of the date that the Project is awarded, the successful proposer
shall execute the Professional Services Contract in not less than triplicate.


H.        News Releases:

Proposers shall not issue news releases, Internet postings, advertisements or any other public
communications pertaining to this Project without prior written approval of the Commission, and
then only in coordination with the Commission.



                                                           Page 15 of 46
Y:\Contract Folders\393\C-393G\RFP - Financial Advisor\RFP - Financial Advisor 082010.doc
Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge




Very truly yours,


ORIGINAL SIGNED BY


George G. Alexandridis, P.E.
Chief Engineer.




GGA/gga




                                                           Page 16 of 46
Y:\Contract Folders\393\C-393G\RFP - Financial Advisor\RFP - Financial Advisor 082010.doc
Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge




                                                      ATTACHMENTS



                                                                 TO



                                              REQUEST FOR PROPOSAL



                                                                FOR

                                 FINANCIAL/LEGAL ADVISORY SERVICES

                                                                FOR

                          P3 FOR SCUDDER FALLS REPLACEMENT PROJECT




                          CONTRACT C-393G-1, CAPITAL PROJECT NO. 0310A




                                                           Page 17 of 46
Y:\Contract Folders\393\C-393G\RFP - Financial Advisor\RFP - Financial Advisor 082010.doc
 Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
 Contract No. C-393G-1                                                                Financial/Legal Advisory Services
 Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge



                                                 TABLE OF CONTENTS



ATTACHMENT                                               DESCRIPTION

         I                ADMINISTRATIVE AND CONTRACTUAL INFORMATION

        II                SAMPLE STANDARD COMMISSION CONSULTANT AGREEMENT

        III               INSURANCE AND INDEMNIFICATION REQUIREMENTS

        IV                INSURANCE AND INDEMNIFICATION CERTIFICATION FORM


        V                 CONFLICT OF INTEREST AND RECUSAL CERTIFICATION FORM


        VI                DRJTBC MBE/WBE SUBCONSULTANT PARTICIPATION FORM


       VII                CONFIDENTIALITY AGREEMENT




                                                            Page 18 of 46
 Y:\Contract Folders\393\C-393G\RFP - Financial Advisor\RFP - Financial Advisor 082010.doc
Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge



                                                     ATTACHMENT I

                    ADMINISTRATIVE AND CONTRACTUAL INFORMATION


Signatures

An officer authorized to make a binding commitment must sign the Technical and Fee Letters of
Interest.

Incurring Costs

The Commission shall not be liable for any costs incurred by any Consultant in the preparation
of its Proposal for the services requested by this RFP.

News Releases

No news releases pertaining to this Project shall be made without the Commission’s prior written
approval, and then only in consultation with the issuing office and the Commission’s
Communications Consultant.

Dissemination of Information

Information included in this RFP or in any way associated with this Project is intended for use
only by the Consultant and the Commission and is to remain the property of the Commission.
Under no circumstances shall any of said information be published, copied or used, except in
replying to this RFP.

Debriefings

There will be no debriefings for unsuccessful responders to this RFP.

Insurance and Indemnification Requirements

Attachment II contains the Commission’s Standard Insurance and Indemnification Requirements
that will be incorporated into any Agreement that may be executed in the future with respect to
the Project. The requirements set forth in the Commission’s Standard Insurance and
Indemnification Requirements shall be properly considered by the Consultant when preparing a
response to this RFP and when submitting the completed certification required and in
Attachment III.




                                                           Page 19 of 46
Y:\Contract Folders\393\C-393G\RFP - Financial Advisor\RFP - Financial Advisor 082010.doc
Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge



                                             SAMPLE AGREEMENT
                                                     ATTACHMENT II


                            FINANCIAL/LEGAL ADVISORY SERVICES
                                          FOR A
                        P3 FOR SCUDDER FALLS REPLACEMENT PROJECT
                                DRJTBC CONTRACT NO. C-393G-1

This agreement effective this date of __________, by and between the DELAWARE RIVER JOINT
TOLL BRIDGE COMMISSION, a body corporate and politic, created in December 1934, by
compact executed by the Governors of New Jersey and Pennsylvania, duly authorized to do so
by their respective legislatures, which compact was approved by Congress on August 30, 1935,
hereinafter referred to as “Commission”, and ____________________, hereinafter referred to as
“Consultant”;

WITNESSTH:

       WHEREAS, the Commission, on _________________, issued a Request for Proposal to
provide services for __________________________________________________________ and
is made a part hereof; and

       WHEREAS, the Consultant submitted its Technical and Fee Proposal dated
______________ to provide the Commission with the requested __________________________
________________________________services and said Technical and Fee Letter of Interest are
made a part hereof; and

        WHEREAS, the Commission at its ________________ meeting adopted a Resolution to
accept the Consultant’s Proposal to ______________________________________________
_____________ as further described below in this agreement; and

       WHEREAS, the Commission in its letter dated _______________ provided the
Consultant with Notice of Award and is made a part hereof; and

       WHEREAS, the parties now desire to enter into an agreement with regard to
professional services of the Consultant to the Commission as fully set forth in the
aforementioned Resolution; and

NOW, THEREFORE, in consideration of the mutual promises set forth, the parties hereto agree
as follows:




                                                           Page 20 of 46
Y:\Contract Folders\393\C-393G\RFP - Financial Advisor\RFP - Financial Advisor 082010.doc
Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge

ARTICLE I – WORK AND SERVICES

A. Subject and Scope of Services

     1. The Scope of Services to be provided under this Agreement shall be as outlined in the
        Scope of Services of the Commission’s Request for Proposal dated _________________
        and further supplemented by the Consultant’s Proposal dated _________________. The
        above referenced Request for Proposal is attached hereto as Attachment A and made a
        part hereof. The Consultant’s Proposal is attached hereto as Attachment B and made a
        part hereof. The Commission’s _____________ Notice of Award letter is attached hereto
        as Attachment C and made part hereof.

     2. In the event a dispute arises concerning the meaning of the scope of services or the work
        required to be performed under this Agreement, the dispute shall be handled as further
        described in Article V, Section H-Disputes.

B. Staff and Facilities

     1. The Consultant agrees that it will at all times employ, maintain and assign to the
        performance of this contract a sufficient number of competent and qualified professional,
        technical and other personnel adequate and sufficient for the prompt and satisfactory
        performance of this Agreement.

     2. Any person employed in or assigned to the performance of work or services hereunder by
        the Consultant shall be removed from such work or services upon notice from the
        Commission’s Executive Director and/or his/her designee.

     3. The Consultant shall not employ the Commission’s employees in the performance hereof.

     4. The Consultant agrees that it will at all times cooperate and coordinate its work with the
        work and requirements of the Commission, its Executive Director and/or his/her designee
        and all other Commission personnel for the prompt performance of this Agreement.

C. Supervision

     1. The Consultant agrees that a Principal Officer of the Consultant will, at all times, have
        personal direction and charge of the Consultant’s work to be performed hereunder and be
        available for meetings with the Commission’s Executive Director and/or his/her
        designee.

     2. The Consultant agrees that all personnel and facilities of its principal office will be
        utilized for the performance of this contract.




                                                           Page 21 of 46
Y:\Contract Folders\393\C-393G\RFP - Financial Advisor\RFP - Financial Advisor 082010.doc
Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge

     3. Nothing in this Article I.C shall be deemed or construed to revise, modify, diminish or
        impair the obligations of the Consultant to furnish the services and to perform as
        specified in Article I. A.

D. Confidentiality

     1. In the performance of the services for the Commission, the Consultant will receive
        information and knowledge respecting the confidential details of the business of the
        Commission. Accordingly, Consultant agrees that Consultant, except as specifically
        authorized in writing by the Commission, shall not at any time use for Consultant or
        disclose to any person or entity any such knowledge or information heretofore or
        hereafter acquired. Consultant further agrees that all memoranda, notes, records, papers,
        or other documents and all copies thereof relating to the Commission, some of which
        may be prepared by the Consultant, and all objects associated therewith in any way
        obtained by Consultant shall be the property of the Commission. This shall include, but is
        not limited to, documents and objects relating to the Commission, its facilities, personnel
        or officials. Consultant shall not, except for use in performance of services to the
        Commission, copy or duplicate any of the aforementioned documents or objects, nor use
        any information concerning them except for the Commission’s benefit, either during
        Consultant’s performance of services to the Commission or thereafter. Consultant agrees
        that Consultant will deliver all the aforementioned documents and objects that may be in
        Consultant’s possession to Commission on termination of consultant’s services for the
        Commission, or at any other time on Commission’s request, together with Consultant’s
        written certification of compliance.

     2. Consultant agrees that Consultant will not, except as specifically authorized in writing by
        omission, disclose to others, use for Consultant’s own behalf or otherwise appropriate,
        copy or otherwise reproduce, or make any use of any knowledge or information of or
        relating to the Commission its facilities, personnel or officials.

ARTICLE II – AUTHORITY OF EXECUTIVE DIRECTOR AND/OR HIS/HER DESIGNEE AND
CONSULTANT

A. Executive Director and/or his/her designee

     1. The Consultant agrees that it will faithfully execute and promptly comply with the
        requirements and direction of the Commission’s Executive Director and/or his/her
        designee.




                                                           Page 22 of 46
Y:\Contract Folders\393\C-393G\RFP - Financial Advisor\RFP - Financial Advisor 082010.doc
Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge

B. Consultant

      1. The Consultant agrees that, in the performance of this Agreement, it is and will, at all
         times, remain an independent contractor. The Consultant further agrees that it will not
         bind the Commission, its Executive Director and/or his/her designee or any officers or
         employees of the Commission except as authorized in writing by the Executive Director
         and/or his/her designee.

Employee of Consultant

      1. The parties hereto agree that neither the Consultant nor any person in its employ, shall be
         deemed, construed or become an employee of the Commission and that all instructions
         and directions given to the Consultant or to any of its employees by the Commission, the
         Executive Director and/or his/her designee, or employee of the Commission shall be for
         general guidance of the Consultant only.


ARTICLE III – COMPENSATION OF CONSULTANT

Terms of Compensation

       1. For, and in consideration of the services performed by the Consultant under this
          Agreement, the Commission shall pay the Consultant up to an amount not-to-exceed
          $______________, to include Financial Advisor and Independent Legal Counsel

       2. Costs incurred beyond the specified not-to-exceed amount without prior Commission
          approval, shall be at the sole risk of the Consultant.

       3. The not-to-exceed payment shall include payment for all direct professional and
          technical salaries plus approved out-of-pocket expenses, including but not limited to:
          mileage, printing and photographing, and specialized services performed by other firms
          at the Consultant’s direction.

       4. If, during any stage of the services performed under this Agreement, a change is
          ordered by the Commission, which results in additional costs to the Consultant, it shall
          be the Consultant’s responsibility to so notify the Commission’s Executive Director
          and/or his/her designee and request approval of same before the Consultant performs
          this work.




                                                           Page 23 of 46
Y:\Contract Folders\393\C-393G\RFP - Financial Advisor\RFP - Financial Advisor 082010.doc
Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge

B. Periodic Statements

          1. Whenever, the Consultant is entitled to any payment hereunder, the Consultant shall
             present to the Commission a verified statement, supported by such original or other
             records and receipts as the Commission may request, all on forms and in accordance
             with the payment and audit procedures of the Commission, which statements shall set
             forth all items paid by the Consultant for which reimbursement may be demanded
             hereunder. Such statement, when approved by the Commission as to form and items
             of claim, shall be paid within thirty (30) days of presentation.

          2. The format for submitting invoices shall be consistent with the requirements as
             deemed acceptable to the Commission. Sample invoices shall be submitted to the
             Commission for approval a minimum of two weeks prior to the first official request
             for payment.

ARTICLE IV – SUBCONTRACTS, ASSIGNMENTS AND TRANSFERS

A. Assignment or Transfer of Contract

          1. The Consultant shall not sell, transfer, assign or otherwise dispose of this contract or
             any interest therein to any party, except upon such terms and conditions as the
             Commission may approve.

B. Subcontracts

          2. The Consultant may obtain by subcontract, subject to written approval of the
             Commission’s Executive Director and/or his/her designee, such supplemental
             professional and non-professional services or independent consultants as are
             necessary for the proper performance of this Agreement.


ARTICLE V – LEGAL AND PUBLIC RELATIONS

A. Legal and Public Assignment or Transfer of Contract

          1. In carrying out the provisions of this contract or in exercising or claiming to exercise
             any official power or authority, neither the Commissioners of the Commission nor
             any of its officers or employees shall have or incur any personal liability nor shall any
             claim of personal liability be asserted against any of them by the Consultant or its
             agents or employees.




                                                           Page 24 of 46
Y:\Contract Folders\393\C-393G\RFP - Financial Advisor\RFP - Financial Advisor 082010.doc
Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge

B. Loss or Damage to Property of the Commission

          1. The Consultant shall care for and protect all property of the Commission which
             comes into the possession or custody of the Consultant, and shall at its own cost and
             expense, repair or restore any such property which is lost or damaged due to the
             negligence or default of the Consultant, its agents, servants, and/or employees in the
             performance of professional and non- professional services under this Agreement.

C. Indemnification

          1.    With respect to any services or work provided by the Covered Party, its agents,
               servants, employees, Subcontractors and subconsultants under this Contract, the
               Covered Party agrees to the fullest extent permitted by law to indemnify, defend and
               hold harmless the COMMISSION, the Commonwealth of Pennsylvania, the State of
               New Jersey and their respective commissioners, employees, agents, assigns and
               affiliates (collectively, the “Indemnified Parties”) from and against, any and all
               liabilities, losses, claims, damages and expenses, including, but not limited to, costs
               of investigation and defense, legal fees (e.g., fees of attorneys, paralegals and other
               legal professionals) and expenses, of whatsoever kind or nature (collectively,
               “Damages”), to the extent that such damages are caused by the negligence, gross
               negligence, willful misconduct, fraud or misrepresentation (such wrongful acts are
               collectively hereinafter referred to as “Fault”) of the Covered Party, its agents,
               servants, employees, Subcontractors, subconsultants, anyone directly or indirectly
               employed by them or anyone for whose acts or omissions they may be legally liable.
               Such obligations of the Covered Party to indemnify, defend and hold harmless the
               Indemnified Parties to the extent of the Covered Party’s Fault (i.e., proportionately),
               shall apply even if the Damages are caused in part by the Indemnified Parties.

          2. The laws of the Commonwealth of Pennsylvania shall apply to the construction of the
             indemnification set forth herein without regarding to any conflicts of law’s
             provisions.


D. Claims

          1. The Commission shall as soon as practicable after a claim has been made against it
             give written notice thereof to the Consultant. If suit is brought against the
             Commission, the Commission shall forward to the Consultant written notice thereof
             as soon as practicable after receipt of notice of such suit by the Commission.




                                                           Page 25 of 46
Y:\Contract Folders\393\C-393G\RFP - Financial Advisor\RFP - Financial Advisor 082010.doc
Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge

          2. The Consultant shall have the right to choose counsel in defense of any claims or
             suits that it defends pursuant to the above indemnification obligation. Commission
             shall have the right to approve election of such counsel by Consultant with such
             approval not to be unreasonably withheld. In the event Commission determines that
             any counsel previously approved is not performing satisfactorily, Commission shall
             have the right to require that Consultant either choose a replacement counsel
             acceptable to the Commission or engage additional counsel for the Commission who
             is acceptable to the Commission.

E. Non-Discrimination

          1. During the performance of this Agreement, the Consultant and his Subconsultant
             agree that it will not discriminate against any employee, applicant for employment,
             independent consultant, or any other person because of age, race, creed, color,
             religion, national origin or non-job disability. The Consultant shall take positive
             creative steps beyond the ordinary toward increasing the potential for minority and
             women consultants and providers of bona fide services to participate in the free
             enterprise system. Such positive steps shall include, but not be limited to, the
             following: employment, upgrading, demotion or transfer; recruitment advertising;
             layoff or termination; rates of pay or other forms of compensation; and selection for
             training. The Consultant shall post in conspicuous places at the Consultant’s
             headquarters, available to employees, agents, applicants for employment and other
             persons, a notice or equivalent poster setting forth the provisions of this non-
             discrimination clause.

F. Laws to be Observed

          1. The Consultant shall at all times observe and comply with all applicable federal, state,
             local and municipal laws, ordinances, rules and regulations in any manner affecting
             the work, and shall indemnify and save harmless the Commission and its officers,
             agents and servants from any violation of any such law, ordinances, ruling, etc.,
             whether such violations be by the Consultant or any subconsultant, or any of their
             agents or employees.

G. Familiarity with Laws, etc.

          A. The Consultant shall familiarize himself with all federal, state and local laws,
             including the latest amended municipal building codes, rules and regulations which in
             any manner affect those engaged or employed in the work, or the materials and
             equipment used in the work or in any way affecting the work, and no plea of
             misunderstanding will be considered on account of ignorance thereof. If the
             Consultant shall discover any provision in this, which is contrary to or inconsistent
             with any law, ordinance, rule or regulation, he shall forthwith report it to the Engineer
             in writing.



                                                           Page 26 of 46
Y:\Contract Folders\393\C-393G\RFP - Financial Advisor\RFP - Financial Advisor 082010.doc
Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge

H. Disputes

          1. In the event a dispute arises concerning the meaning of any term used in this
             Agreement or the work required to be performed under this Agreement, the dispute
             shall be decided by the Commission’s Executive Director and/or his/her designee or
             his duly authorized representative within fifteen (15) days after notice thereof in
             writing which shall include a particular statement on the grounds of the dispute. The
             Consultant shall have ten (10) days after receipt of the decision in which to file a
             written appeal thereto. The pendency of a dispute shall not excuse or justify any
             interruption or delay in the Consultant’s performance of this Agreement which shall
             proceed with due diligence.

I. Dissemination of Information

     1. Information included in this document or in any ways associated with this project is
        intended for use only by the Commission and the Consultant and is to remain the
        property of the Commission. Under no circumstances shall any of said information be
        published, copied or used in any other fashion or for any other purpose.

J. News Releases

     1. No news releases pertaining to this project to which it relates shall be made without
        Commission approval and then only in coordination with the Commission.


ARTICLE VI – WORK, SERVICES AND CHANGES THEREIN

A. Work Change Orders

     1. The Commission or its Executive Director and/or his/her designee may from time to time
        by written order require additional work and services to be performed by the Consultant.
        The Consultant shall submit a Letter of Interest to include scope and level of effort for
        each task, in writing, to perform the requested additional work and services for review
        and approval, within 10 calendar days after receipt of the request from the Commission.
        Payment for this work will be made on the basis of professional and technical hourly
        rates, plus approved out-of-pocket expenses and subconsultant and specialized services at
        cost.




                                                           Page 27 of 46
Y:\Contract Folders\393\C-393G\RFP - Financial Advisor\RFP - Financial Advisor 082010.doc
Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge

B. Work to Become the Property of the Commission

     1. All notes, designs, drawings, specifications and other technical data of the Consultant, as
        well as job related records and other data including electronic data, concerning the
        services hereunder shall become the property of the Commission and the Commission
        shall have the right to use all or any part thereof for the sole purposes of the Commission,
        when and where the Commission may determine, without any claims on the part of the
        Consultant for additional compensation. All of the foregoing items shall be delivered to
        the Commission whenever requested by it, and, in any event, upon completion of the
        work hereunder.

ARTICLE VII – CONSULTANT’S INSURANCE

A. Consultant’s Insurance

     1. The Consultant will be required to provide insurance of the prescribed types and
        minimum amounts as set forth in Exhibit A attached hereto and made a part thereof.

ARTICLE VIII – RECORDS AND ACCOUNTS, INSPECTION AND AUDIT

A. Consultant’s Records and Accounts

     1. The Consultant agrees to keep records and books of account showing the actual cost to
        and payment by it of all items of whatever nature for which reimbursement is authorized
        under the provisions of this Agreement. The system of accounting and the kind and detail
        of books and records shall be subject to the approval of the Commission.

B. Inspection by the Commission

     1. The Commission or any of its officers, employees or agents, designated for that purpose,
        shall, at all times, be afforded all necessary facilities, during business hours of all
        business days, for inspection of the work and services of the Consultant and at all such
        times shall have access to any premises where any work or services may be carried on
        and performed and where any records, books, correspondence, drawings, receipts,
        vouchers, memorandum and other records and documents of the Consultant, pertaining to
        this Agreement, may be kept, with full facilities for inspection and copy thereof.




                                                           Page 28 of 46
Y:\Contract Folders\393\C-393G\RFP - Financial Advisor\RFP - Financial Advisor 082010.doc
Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge

ARTICLE IX – TERMINATION

A. Default of Consultant

     1. In the event that this Agreement or any part thereof has been abandoned, is unnecessarily
        delayed on the part of the Consultant, or is not being performed satisfactorily, or the
        Consultant is willfully violating any provisions of this Agreement or is performing same
        in bad faith as determined at the sole discretion of the Commission’s Executive Director
        and/or his/her designee, the Commission’s Executive Director and/or his/her designee
        may declare the Consultant in default and notify him, in writing to discontinue further
        performance of the services required under this Agreement. The Commission shall
        recover the costs of completing the services under this Agreement by deducting such
        amounts of monies due or to become due to the Consultant hereunder, and the Consultant
        agrees to pay any deficiency in such recovery to the Commission upon demand.

B. Termination at Commission’s Own Interest

     1. The Agreement may be terminated by the Commission upon fifteen (15) calendar day’s
        written notice to the Consultant, whenever the Commission deems it advisable to do so in
        its own interest. Upon Receipt of such notice from the Commission, the Consultant shall
        (but in the event of a partial termination, only to the extent of the work terminated),
        except as otherwise directed by the Commission:

          a) Discontinue work under this Agreement on the date fixed for termination in the
             Notice of Termination.
          b) Place no further orders or subcontracts for materials, services or facilities except as
             may be necessary for completion of the work and services until the date fixed for
             termination in the Notice of Termination.
          c) Cancel (or if so directed by the Commission, transfer to the Commission) as of the
             date fixed for termination or such earlier date as the Commission may direct, all
             orders, subcontracts, and agreements relating to the work or services and assign to the
             Commission, in the manner and to the extent directed by the Commission, all of the
             right, title and interest of the Consultant under the orders, subcontracts and
             agreements so cancelled or transferred.
          d) Settle and pay, to the extent directed or authorized by the Commission, claims,
             commitments, liabilities and obligations arising out of or in connection with the
             performance or termination of the work and services or of any subcontract, order or
             agreement pursuant hereto.
          e) Transfer and deliver to the Commission, in the manner, to the extent and at times
             directed by the Commission, the completed and uncompleted work, supplies, material
             and other property produced as part of or acquired in the performance of the work and
             services.
          f) Take such action (whether before or after the termination date) as the Consultant may

                                                           Page 29 of 46
Y:\Contract Folders\393\C-393G\RFP - Financial Advisor\RFP - Financial Advisor 082010.doc
Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge

               deem necessary or as the Commission may direct for the protection and preservation
               of property, which is in the possession of the Consultant, and in which the
               Commission has or may acquire an interest.

     2. The Consultant further acknowledges that this Agreement is or may be subject to certain
        permits, exemptions or approvals hereto issued by Federal, State or local regulatory
        agencies. Without limiting, the general rights of the Commission as set forth in Article
        IX.B.1 paragraphs a. through f. hereof, the Commission shall have the right to terminate
        this agreement upon fifteen (15) days written notice to the Consultant in the event that
        any such permit, exemption or approval is revoked or revised or in the event that the
        Commission in its judgment determines that it would be uneconomical, impractical,
        unfeasible, or not in the best interest of the Commission or the public to comply with any
        such permit, exemption or approval or conditions thereof.

C. Payment upon Termination in the Interest of the Commission

     1. In the event that this Agreement is terminated by the Commission under the provisions of
        Article IX.B.1 and/or 2, the Commission shall pay the Consultant for such work or
        services that the Consultant has performed in such amounts as the Commission
        determines to be just and proper under all circumstances. In no event shall the
        Consultant’s loss of anticipated profits be relevant in determining the amount of such
        payments.

ARTICLE X – SUCCESSORS OF THE PARTIES

A. Successors of Parties

     1. This Agreement shall bind the Consultant, its heirs, executors, administrators, successors
        and assigns and shall inure to the benefit of the Commission and its corporate successors.


ARTICLE XI – DEFINITIONS

A. The term “Executive Director and/or his/her designee”, whenever appearing herein, means
   the Commission’s Executive Director and/or his/her designee, and shall be deemed to include
   the respective successor or successors and any authorized agent representative or designee of
   any of them.

B. The term “Consultant”, whenever appearing herein, shall be deemed to include any successor
   and the principal officers, project manager, resident engineer and any other agent, officer or
   employee of the Consultant actually in charge of any work under this Agreement.




                                                           Page 30 of 46
Y:\Contract Folders\393\C-393G\RFP - Financial Advisor\RFP - Financial Advisor 082010.doc
Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge

ARTICLE XII – MISCELLANEOUS

A. Notice. All demands, notices, requests and other communications required or permitted to be
   made hereunder shall be in writing and shall be deemed duly given if hand delivered against
   a signed receipt therefore, sent by certified mail, return receipt requested, first class postage
   prepaid, or sent by nationally recognized overnight delivery service, in each case addressed
   to the party entitled to receive the same at the following address:

            If to the Commission:                        Delaware River Joint Toll Bridge Commission
                                                         New Hope Toll Bridge Headquarters and
                                                         Administration Building
                                                         2492 River Road
                                                         Solebury, PA 18938
                                                         Attn: Mr. Frank G. McCartney, Executive Director


           If a legal matter copies to:                  Marcel L. Groen, Esquire
                                                         Fox & Rothschild
                                                         2700 Kelly Road, Suite 300
                                                         Warrington, PA 18976

                                                         and

                                                         Michael Perrucci, Esquire
                                                         Florio, Perrucci, Steinhardt & Fader
                                                         235 Frost Avenue
                                                         Phillipsburg, NJ 08865

             If to the Consultant:                       _______________________________
                                                         _______________________________
                                                         _______________________________
                                                         _______________________________
                                                         Attn: __________________________

     Either party may alter the address to which communications are to be sent by giving notice of
     such change of address in conformity with the provisions of this Article XII.A. Notice shall
     be deemed to be effective, if personally delivered, when delivered; if mailed, at midnight on
     the third business day after being sent by certified mail; and if sent by nationally recognized
     overnight delivery service, on the next business day following delivery to such delivery
     service.

B. Amendments and Waivers. Any provision of this Agreement may be amended and the
   observance of any provision of this Agreement may be waived only with the written consent
   of the party against whom such amendment or waiver is sought to be enforced.



                                                           Page 31 of 46
Y:\Contract Folders\393\C-393G\RFP - Financial Advisor\RFP - Financial Advisor 082010.doc
Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge

C. Forum Selection/Governing Law. This Agreement shall be governed by and construed in
   accordance with the laws of the jurisdiction of the State of New Jersey or the Commonwealth
   of Pennsylvania, as the Commission so desires, without application of conflict of law
   provisions applicable herein. The parties agree that the state courts located in any state court
   of the State of New Jersey of the Commonwealth of Pennsylvania, and the United States for
   the District of New Jersey or the United States District Court for the Eastern District of
   Pennsylvania, as the Commission so desires, shall have sole and exclusive jurisdiction and
   venue over any dispute arising out of or in connection with this Agreement, and the parties
   hereby submit themselves to the jurisdiction of such courts.

D. Limitation of Actions. Any action by either party in connection with or arising from this
   Agreement must be commenced within the shorter of two (2) years after the expiration or
   termination of this Agreement or expiration of the applicable statute of limitations.

E. Entire Agreement. This Agreement, including any Attachments and Exhibits attached hereto,
   constitutes the entire agreement between the parties pertaining to the subject matter hereof
   and supersedes all prior and contemporaneous agreements, understandings, inducements or
   conditions, express or implied, oral or written, except as herein contained. The express terms
   hereof control and supersede any course of performance and/or usage of trade inconsistent
   with any of the terms hereof.




                                                           Page 32 of 46
Y:\Contract Folders\393\C-393G\RFP - Financial Advisor\RFP - Financial Advisor 082010.doc
 Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
 Contract No. C-393G-1                                                                Financial/Legal Advisory Services
 Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge

 In Witness Whereof, the parties have caused this Agreement to be executed under their hands
 and seals.

                                                      DELAWARE RIVER JOINT TOLL BRIDGE
                                                      COMMISSION:
ATTEST:




Assistant Secretary                                   Executive Director


Wendy Vadola Reading                                  Frank G. McCartney
Print                                                 Print



                                                                             CONSULTANT:
ATTEST:




Signature                                             Signature                              Title
Title




Print                                                 Print                                  Title
Title

 Attachments:
     A. Commission’s Request for Proposal
     B. Consultant’s Proposal
     C. Commission’s Notice of Award

 Exhibits:
    A. Insurance Requirements.




                                                            Page 33 of 46
 Y:\Contract Folders\393\C-393G\RFP - Financial Advisor\RFP - Financial Advisor 082010.doc
Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge




                                                    ATTACHMENT III

                               CONSULTANT/RETAINER
                    DELAWARE RIVER JOINT TOLL BRIDGE COMMISSION
                             INSURANCE REQUIREMENTS

Insurance:

Prior to commencement of any work under the Contract and until completion and final payment
is made for the work under the Contract (unless otherwise stated herein), Consultant shall, at its
sole expense, maintain the following insurance on its own behalf, with an insurance company or
companies having an A.M. Best Rating of “A-: Class VII or better, and furnish to the
Commission Certificates of Insurance evidencing same.

Notwithstanding anything herein to the contrary, if any part of the work under this Contract is to
be performed by a sub-consultant and/or agent of the Consultant, such Consultant shall be
responsible for each sub-consultant and/or agent maintaining insurance or, in the alternative,
maintaining insurance on behalf of each sub-consultant and/or agent, as specified in, and in
accordance with, the paragraphs below. The Contract that the Commission is entering into is
solely with Consultant, and Consultant shall be solely responsible for all acts or failures to act of
each of its sub-consultants and/or agents as if the actions or failures to act are the actions or
failures to act of the Consultant. Consultant expressly acknowledges and agrees that the
Commission’s willingness to enter into the Contract is premised on Consultant taking
responsibility for, and indemnifying, defending and holding harmless the Commission from and
against, the acts and failures to act of each of their respective sub-consultants and/or agents.
Nothing herein shall otherwise limit or alter Consultant’s obligation (if any) to seek prior
approval of sub-consultants and/or agents from the Commission, as such requirement may be set
forth in the Contract.

          1.        Workers Compensation and Employers Liability: in the state in which the work is
                    to be performed and elsewhere as may be required and shall include:
                    a)      Workers Compensation Coverage: In such amounts necessary to satisfy
                            applicable statutory requirements
                    b)      Employers Liability Limits not less than:
                            Bodily Injury by Accident:            $100,000 each accident
                            Bodily Injury by Disease:             $100,000 each employee
                            Bodily Injury by Disease:             $500,000 policy limit
                    c)      Waiver of Right to Recover from Others Endorsement (WC 00 0313)
                            where permitted by state law (PA only).
                    d)      U.S. Longshoremen’s and Harbor Workers’ and Maritime Coverages,
                            where applicable.



                                                           Page 34 of 46
Y:\Contract Folders\393\C-393G\RFP - Financial Advisor\RFP - Financial Advisor 082010.doc
Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge

          2.        Commercial General Liability: (including Premises - Operations, Independent
                    Contractors, Products/Completed Operations, Broad Form Property Damage,
                    Contractual Liability (including Liability for Employee Injury assumed under a
                    Contract), and Explosion, Collapse and Underground Coverages).

                    a)         Occurrence Form with the following limits:
                               (1)    General Aggregate:                   $2,000,000
                               (2)    Products/Completed Operations
                                      Aggregate:                           $2,000,000
                               (3)    Each Occurrence:                     $1,000,000
                               (4)    Personal and Advertising Injury:     $1,000,000
                    b)         No Professional Exclusion (if exclusion exists, must comply with
                               Professional Liability Coverage Requirement, as set forth in paragraph 6
                               below).
                    c)         No Insured vs. Insured or “Cross Suits” Exclusion on the policy.

          3.        Automobile Liability including Physical Damage:

                    Coverage to include:

                    a)         Per Accident Combined Single Limit $1,000,000
                    b)         All Owned, Hired and Non-Owned Vehicles
                    c)         Contractual Liability Coverage (including Liability for Employee Injury
                               assumed under a Contract),
                    d)         Physical Damage Coverage must be included or self-insured as the
                               Commission is not responsible for any property damage to the
                               Consultant’s vehicles.

          4.        Commercial Excess/Umbrella Liability:

                    a)         Occurrence Limit: $2,000,000
                    b)         Aggregate Limit (where applicable): $2,000,000
                    c)         Policy to apply excess of the Commercial General Liability, Commercial
                               Automobile Liability and Employers Liability Coverages.
                    d)         No Insured vs. Insured or “Cross Suits” Exclusion on the policy.




                                                           Page 35 of 46
Y:\Contract Folders\393\C-393G\RFP - Financial Advisor\RFP - Financial Advisor 082010.doc
Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge

          5.        Property of Consultant:


                    All property, including, but not limited to, tools and equipment that the
                    Consultant has at the job site or is owned by the Consultant is the responsibility of
                    the Consultant. The Commission assumes no responsibility for the protection,
                    maintenance, or repair of any property that the Consultant has at the job site or
                    that is owned by the Consultant including, but not limited to, tools or equipment.

          6.        Professional Liability Coverage:

                    •    $5,000,000 Per Occurrence/Per Claim for Financial Advisor
                    •    $5,000,000 Per Occurrence/Per Claim for Independent Legal Counsel

Deductibles or Self Insured Retentions:

All deductibles and self insured retentions are the sole responsibility of the Consultant. All
deductibles and self-insured retentions must be shown on the Certificate of Insurance and shall
not exceed $50,000 without prior written approval by the Commission. The Consultant shall
request such approval no later than fifteen (15) calendar days prior to the submission of its
bid/proposal, if applicable.

Financial Rating of Insurance Companies:

The Financial Rating of all Insurance Companies must meet the minimum A.M. Best Ratings of
A-(Excellent); VII or better.

The Consultant must notify the Commission of any change in the financial rating of its insurance
carriers.




                                                           Page 36 of 46
Y:\Contract Folders\393\C-393G\RFP - Financial Advisor\RFP - Financial Advisor 082010.doc
Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge

Primary Additional Insureds:

The Certificate of Insurance is to name the Commission, the Commonwealth of Pennsylvania and
the State of New Jersey as ADDITIONAL INSUREDS on the General Liability, Automobile
Liability and Excess/Umbrella Liability coverages.

The Certificate of Insurance must confirm that, at a minimum, the Consultant’s General Liability
policy is endorsed with either ISO Form #CG 2026 11 85, both ISO Form #CG 2010 and ISO Form
#CG 20 37, or equivalent manuscript endorsement. The Consultant must attach a copy of its
additional insured endorsement(s) to its Certificate of Insurance.

The Certificate is also to indicate that the Consultant’s policies are primary. The coverage offered
to the Additional Insureds on the Consultant’s liability policies (except Professional Liability)
shall be primary coverage to any other coverage maintained by the Additional Insureds and
shall not permit or require such other coverage to contribute to the payment of any loss.

The Consultant shall continue to maintain the Commission, the Commonwealth of Pennsylvania
and the State of New Jersey as Additional Insureds for at least three (3) years after final payment
under the Contract.

30 Days Notice of Cancellation, Non-Renewal and Material Change:

It is agreed the Consultant’s insurance will be not be canceled, materially changed or non-
renewed without at least thirty (30) days advance written notice to the Commission by Certified
Mail - Return Receipt Requested.

Waiver of Rights of Recovery and Waiver of Rights of Subrogation:

The Certificate of Insurance must evidence a Waiver of Recovery and Waiver of Subrogation in
favor of the Commission and all Additional Insureds where applicable on all policies including
Workers’ Compensation and Employers Liability:

               a. The Consultant waives all rights of recovery against the Commission and all the
                  additional insureds for loss or damage covered by any of the insurance maintained
                  by the Consultant pursuant to this Contract.

               b. The Consultant hereby waives, and shall cause its insurance carriers to waive, all
                  rights of subrogation against the Commission and all the additional insureds for
                  loss or damage covered by any of the insurance maintained by the Consultant
                  pursuant to this Contract.

               c. If any of the policies of insurance required under this Contract require an
                  endorsement to provide for the waiver of subrogation set forth in b, above, then
                  the named insureds of such policies will cause them to be so endorsed.



                                                           Page 37 of 46
Y:\Contract Folders\393\C-393G\RFP - Financial Advisor\RFP - Financial Advisor 082010.doc
Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge

Claims Made Policy Forms:

Should any of the required liability coverages be on a “Claims Made” Basis, coverage must be
available for the duration of the Contract and for a minimum of three (3) years following the
completion of the Contract. In the event that such policies are cancelled or not renewed at any
time, the Consultant shall provide a substitute insurance policy with an inception date the same
as the prior policy’s cancellation date and the substitute insurance policy shall carry forward the
same retroactive date as the cancelled policy to fill any gaps in coverage which may exist due to
the cancellation or non-renewal of the prior “claims-made” policies. With respect to all “claims
made” policies which are renewed, the Consultant shall provide coverage retroactive to the date
of commencement of work under this Contract.

Review of Insurance Requirements by the Consultant’s Insurance Representative:

The Consultant WARRANTS that this Contract has been thoroughly reviewed by the
Consultant’s insurance agent(s)/broker(s), who have been instructed by the Consultant to
procure the insurance coverage required by this Contract.

The amount of insurance provided in the aforementioned insurance coverages, shall not be
construed to be a limitation of the liability on the part of the Consultant or any of their sub-
consultants.

Any type of insurance or any increase in limits of liability not described above which the
Consultant requires for its own protection or on account of statute shall be its own responsibility
and at its own expense.

The carrying of insurance described herein shall in no way be interpreted as relieving the
Consultant of any responsibility or liability under the Contract.




                                                           Page 38 of 46
Y:\Contract Folders\393\C-393G\RFP - Financial Advisor\RFP - Financial Advisor 082010.doc
Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge

Certificate of Insurance:

Prior to the commencement of work and/or the Commission making any payment under the
Contract, the Consultant shall file Certificates of Insurance with the Commission that shall be
subject to the Commission’s approval of adequacy of protection and the satisfactory character of
the insurer. The Commission has the right to request copies of any and all policies and
endorsements. The Certificates of Insurance should be mailed to the Commission within five (5)
days of receipt of Notice of Award or receipt of these insurance requirements, as applicable, to
the attention of the Chief Administrative Officer, at 2492 River Road, New Hope, Pennsylvania
18938-9519, regardless of when work commences. A project description and job number must
be shown on all Certificates of Insurance. The Consultant’s obligation to provide the insurance
set forth herein shall not be waived by any failure to provide a Certificate of Insurance, the
Consultant’s acceptance of a Certificate of Insurance showing coverage varying from these
requirements or by the Consultant’s direction to commence work.

In the event the Consultant enters the worksite or delivers or has delivered materials or
equipment to the worksite without having first fully executed the Contract, then these insurance
requirements and the indemnification provision contained within the Contract shall be deemed
executed at the time of first entry to the worksite as if a duly authorized representative of
Contractor executed the same by affixing a signature hereto.
In the event of a failure of the Consultant to furnish and maintain said insurance and to furnish
satisfactory evidence thereof, the Commission shall have the right (but not the obligation) to take
out and maintain the same for all parties on behalf of the Consultant who agrees to furnish all
necessary information thereof and to pay the cost thereof to the Commission immediately upon
presentation of an invoice.


In no event shall the Consultant begin work until Certificates of Insurance showing coverage
in the aforementioned amounts required for the Contract is received and approved by the
Commission.
Settlement of Insurance Claims:

Make every effort to settle all claims in an expeditious and equitable manner. Provide the
Commission with the name, address and telephone number of the person authorized to act on
behalf of the insurance company for the project at the preconstruction conference.
Promptly inform the Commission and the insurance company in writing, of any written
or oral notification of an alleged claim.




                                                           Page 39 of 46
Y:\Contract Folders\393\C-393G\RFP - Financial Advisor\RFP - Financial Advisor 082010.doc
Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge

                               CONSULTANT INDEMNIFICATION CLAUSE

With respect to any services or work provided by the Covered Party, its agents, servants,
employees, Subcontractors and subconsultants under this Contract, the Covered Party agrees to
the fullest extent permitted by law to indemnify, defend and hold harmless the COMMISSION,
the Commonwealth of Pennsylvania, the State of New Jersey and their respective
commissioners, employees, agents, assigns and affiliates (collectively, the “Indemnified Parties”)
from and against, any and all liabilities, losses, claims, damages and expenses, including, but not
limited to, costs of investigation and defense, legal fees (e.g., fees of attorneys, paralegals and
other legal professionals) and expenses, of whatsoever kind or nature (collectively, “Damages”),
to the extent that such damages are caused by the negligence, gross negligence, willful
misconduct, fraud or misrepresentation (such wrongful acts are collectively hereinafter referred
to as “Fault”) of the Covered Party, its agents, servants, employees, Subcontractors,
subconsultants, anyone directly or indirectly employed by them or anyone for whose acts or
omissions they may be legally liable. Such obligations of the Covered Party to indemnify,
defend and hold harmless the Indemnified Parties to the extent of the Covered Party’s Fault (i.e.,
proportionately), shall apply even if the Damages are caused in part by the Indemnified Parties.

The laws of the Commonwealth of Pennsylvania shall apply to the construction of the
indemnification set forth herein without regarding to any conflicts of laws provisions.




                                                           Page 40 of 46
Y:\Contract Folders\393\C-393G\RFP - Financial Advisor\RFP - Financial Advisor 082010.doc
Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge




                                                    ATTACHMENT IV


               INSURANCE AND INDEMNIFICATION CERTIFICATION FORM

                                          CONTRACT NO. C-393G-1
     FINANCIAL/LEGAL ADVISORY SERVICES FOR A P3 FOR SCUDDER FALLS
                        REPLACEMENT PROJECT

______________________________________________________________________________
                              (Name of Consultant)

the undersigned, an officer of the named Consultant, in person or by its duly authorized
representative, hereby certifies that they have read and understood the Commission’s Insurance
and Indemnification Requirements stipulated in ATTACHMENT II of this RFLOI, and will
comply and have any designated sub consultants comply with the Insurance Requirements, by
providing the Commission as an attachment to this certification a sample “Certificate of
Insurance’ indicating that it can meet the minimum requirements stipulated herein; and further,
will take no exception to the Indemnification Clause if they are selected to perform work under
Contract C-393G-1.



_________________________                                      ___________________________________
       (Date)                                                                 (Name and Title)



subscribed and sworn to
before me this ________________
day of _______________, 20 ____

_____________________________



My Commission expires ______________________________, 20 ____




                                                           Page 41 of 46
Y:\Contract Folders\393\C-393G\RFP - Financial Advisor\RFP - Financial Advisor 082010.doc
Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge

                                                     ATTACHMENT V



             CONFLICT OF INTEREST AND RECUSAL CERTIFICATION FORM


                                          CONTRACT NO. C-393G-1
     FINANCIAL/LEGAL ADVISORY SERVICES FOR A P3 FOR SCUDDER FALLS
                        REPLACEMENT PROJECT


______________________________________________________________________________
                             (Name of Consultant)

the undersigned, an officer of the named Consultant, in person or by its duly authorized
representative, hereby certifies that they have read and understood the Commission’s Conflict of
Interest and Recusal Guidelines posted on the Commission’s website www.drjtbc.org and will
comply and have any designated subconsultants comply with the requirements of these
guidelines during the performance of work under Contract C-393G-1.




_____________________________                                                   ________________________
            (Date)                                                                   (Name and Title)




subscribed and sworn to
before me this ________________
day of _______________, 20 ____


My Commission expires ______________________________, 20 ____




                                                           Page 42 of 46
Y:\Contract Folders\393\C-393G\RFP - Financial Advisor\RFP - Financial Advisor 082010.doc
Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge

                                                    ATTACHMENT VI
                                        DRJTBC
                           MBE/WBE Subconsultant Participation Form

Contract Number: C-393G-1

Contract Description: Financial/Legal Advisory Services for P3 for Scudder Falls
                      Replacement Project

Prime Consultant Name:

Contract State Assignment:                         PA____               NJ____              Unassigned_√___

    Subconsultant                  Certification Type                     Certification             Percentage of
     Firm Name                       (MBE, WBE,)                            Agency                    Contract




Note: No dollar amounts shall be shown on this form


__________________________________________   ___________________
Signature – Prime Consultant               Date




                                                           Page 43 of 46
Y:\Contract Folders\393\C-393G\RFP - Financial Advisor\RFP - Financial Advisor 082010.doc
Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge

                                               ATTACHMENT VII
                                             Confidentiality Agreement

          The Delaware River Joint Toll Bridge Commission, a bi-state agency existing in both the
Commonwealth of Pennsylvania and the State of New Jersey (the “COMMISSION”) has issued a
Request for Proposal to Financial Consultants in association with an Independent Legal Counsel to
provide advisory services related to the procurement of a Public Private Partnership (P3) for its Scudder
Falls Bridge Replacement project (the “Project”). The firm, ______________________________, and/or
its affiliates or subsidiaries (collectively referred to herein as “Recipient”) intend to respond to this
Request for Proposal (RFP) issued by the COMMISSION. COMMISSION and Recipient agree that
during the Recipient’s preparation of the Proposal and any discussions related to the Project there will be
a need for the COMMISSION to disclose oral and written information that is the Commission’s
proprietary and confidential information. COMMISSION is willing to disclose such information to
Recipient under the terms and conditions set forth below.

         1. (a) All information disclosed or furnished by COMMISSION or by its officers, directors,
employees, consultants, agents or representatives, whether orally or in writing or otherwise and whether
received before or after the date of this agreement, in connection with the Project including, without
limitation, the fact that discussions or negotiations are taking place between COMMISSION and
Recipient or the status thereof shall be deemed to be proprietary and confidential information
(“Proprietary Information”) of COMMISSION.

             (b) Except as specifically provided herein, Recipient agrees that for the entire term of this
agreement it shall not disclose any Proprietary Information to any third party nor use any Proprietary
Information for any purpose other than to assist COMMISSION with the Project. The Recipient shall
protect all Proprietary Information with the highest degree of care used to protect commercial proprietary
information. As used herein, the term “third party” shall be broadly interpreted to include, without
limitation, any corporation, company, partnership, entity or individual.

             (c) Recipient may only disclose such Proprietary Information to its directors, officers,
employees and third party entities assisting with the submission of a proposal for the Project (the
“Teaming Entities”) who need to know such Proprietary Information for the purpose of providing the
services to COMMISSION. Recipient shall inform its directors, officers and employees of the
confidential nature of the Proprietary Information and such directors, officers and employees shall agree
to be bound by the terms of this agreement. Recipient shall also inform its Teaming Entities of the
confidential nature of the Proprietary Information and such Teaming Entities shall agree to be bound by
and execute this agreement. Recipient hereby agrees to be responsible for any breach of this agreement
by its directors, officers, employees and Teaming Entities.

            (d) Recipient agrees that all communications with COMMISSION regarding the Project
and all requests for information related thereto will be submitted only to the person specifically
designated in the Request for Proposal.




                                                           Page 44 of 46
Y:\Contract Folders\393\C-393G\RFP - Financial Advisor\RFP - Financial Advisor 082010.doc
Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge



        2. Notwithstanding the provisions of Paragraph 1 above, the term Proprietary Information does
not include information that (a) is or becomes within the public domain through no act of the Recipient in
breach of this agreement; (b) was in the possession of the Recipient prior to its disclosure or transfer
hereunder, and the Recipient can so prove; (c) is independently developed by the Recipient, and the
Recipient can so prove; or (d) is received from another source without any restriction on use or disclosure
through no act of the Recipient in breach of this agreement.

         3. Notwithstanding the foregoing, as soon as possible upon the written request of
COMMISSION or upon the termination of discussions between COMMISSION and Recipient, Recipient
shall promptly return to COMMISSION all Proprietary Information which has been provided to Recipient
and will destroy all written documentation prepared by Recipient for internal purposes based in whole or
in part on any Proprietary Information. Such destruction will be confirmed to COMMISSION in writing
by an officer of Recipient.

        4. Nothing in this agreement shall be construed as (i) precluding COMMISSION at any time
from independently developing ideas related to or unrelated to the Project, or (ii) precluding
COMMISSION from negotiating with or entering into any agreement with others relating to the Project.

         5. In the event Recipient is legally requested or required (by oral question, interrogatories,
requests for information, or documents, subpoenas, civil investigative demand or similar process) to
disclose any of COMMISSION’s Proprietary Information, Recipient shall immediately notify
COMMISSION of such request or requirement so that COMMISSION may seek an appropriate
protective order or waive the provisions of this agreement. In the event that such protection or other
remedy is not obtained or that COMMISSION waives compliance, the Recipient agrees to furnish only
that portion of the Propriety Information which it is advised by counsel is legally required.

         6. Recipient acknowledges and agrees that any unpermitted disclosure or use of Proprietary
Information will cause irreparable harm to COMMISSION. Recipient therefore agrees to indemnify
COMMISSION for, from and against any and all loss or expense suffered or incurred by COMMISSION
including, without limitation, legal fees (e.g., fees of attorneys, paralegals and other legal professionals)
and costs as a result of any unpermitted disclosure of Proprietary Information or other breach of this
agreement by Recipient or its directors, officers, employees or Teaming Entities. Recipient further agrees
that damages alone will not be a sufficient remedy for breach of this agreement and that COMMISSION
shall be entitled to immediate injunctive or other equitable relief including, without limitation, entry of an
immediate temporary restraining order without notice to Recipient and without the necessity of posting
any bond or other security in connection with the issuance of such injunctive relief to enforce the
provisions of this agreement.

        7. This agreement contains the sole and entire agreement between the parties relating to the
subject hereof, and any representation, promise, or condition not contained herein, or any amendment
herein shall not be binding on either party unless set forth in a subsequent written agreement signed by an
authorized representative of the party to be bound thereby.




                                                           Page 45 of 46
Y:\Contract Folders\393\C-393G\RFP - Financial Advisor\RFP - Financial Advisor 082010.doc
Request for Proposal                                                      Delaware River Joint Toll Bridge Commission
Contract No. C-393G-1                                                                Financial/Legal Advisory Services
Capital Project No. 0301A                                                     P3 for Scudder Falls Replacement Bridge



     8. This agreement shall be governed and construed in accordance with the laws of the
Commonwealth of Pennsylvania, without regard to principles of conflicts of law.

        9. This agreement may be executed in any number of counterparts, each of which shall
constitute an original and all of which taken together shall constitute one and the same instrument. This
agreement shall become binding when one or more counterparts hereof, individually or taken together
shall bear the signatures of all of the parties reflected hereon as the signatories hereto.

         10. The provisions of this agreement are independent of and separable from each other. No
provisions will be affected or rendered invalid or unenforceable by virtue of the fact that for any reason
any one or more of any of the provisions of this agreement may be invalid or unenforceable in whole or in
part, unless the absence of such invalid or unenforceable provision materially alters the rights or
obligations of the parties hereto.

         11. Neither the failure nor any delay on the part of COMMISSION to exercise any right, remedy,
power, or privilege under this agreement will operate as a waiver, nor will any single or partial exercise of
any right, remedy, power, or privilege preclude any other or future exercise of the same or of any other
right, remedy, power, or privilege. Any waiver of such item with respect to any one occurrence will not
be construed as a similar waiver with respect to any other occurrence.

         12. This agreement, and all rights and powers granted by this agreement, will bind and inure to
the benefit of the parties and their respective executors, representatives, heirs, successors, and assigns but
will not be construed to confer any right or benefit upon any other party.

       IN WITNESS WHEREOF, the parties have executed this agreement on this _____ day of
__________, 2010.

                                                                        COMMISSION:

                                                                        Delaware River Joint River Toll
                                                                        Bridge Commission


Witness: _________________________                                      By: __________________________
                                                                            Name: ____________________
                                                                            Title: ____________________


                                                                        RECIPIENT:
                                                                        _____________________________


Witness: _________________________                                      By: __________________________
                                                                            Name: ____________________
                                                                            Title: ____________________




                                                           Page 46 of 46
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