Delaware River Port Authority One Port Center 2 Riverside Drive, P.O. Box 1949 Camden, New Jersey

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1 Delaware River Port Authority One Port Center 2 Riverside Drive, P.O. Box 1949 Camden, New Jersey REQUEST FOR QUALIFICATIONS FOR FINANCIAL ADVISORY SERVICES (RELATED TO BOND ISSUANCE) July 20, 2009 STATEMENT OF QUALIFICATION DUE DATE: Monday, August 17, 4:00PM

2 DISCLAIMER The contents and information provided in this Request for Qualifications are meant to provide general information to interested parties. The successful responders may be required to execute an Agreement with the Authority that will govern the rights, duties and obligations between the Authority and the successful Responders. ACCORDINGLY, THE TERMS SET FORTH WITHIN THIS REQUEST FOR QUALIFICATIONS DO NOT CONSTITUTE ANY CONTRACT BETWEEN THE AUTHORITY AND THE SUCCESSFUL RESPONDER(s). MOREOVER, THE AUTHORITY ACCEPTS NO RESPONSIBILITY FOR ANY OMISSIONS OR DELETIONS RELATING TO THIS REQUEST FOR QUALIFICATIONS. 1

3 SECTION I INTRODUCTION PURPOSE AND INTENT This Request for Qualifications ( RFQ ) is being issued by the Delaware River Port Authority ( Authority ) for firms to submit qualifications to serve as Financial Advisor (s) in connection with the Authority s proposed issuance and sale of up to $510 million in Revenue Bonds ( Revenue Bonds ) to fund a portion of its $1.1 billion five year capital program. The Revenue Bonds may be issued as fixed or variable rate bond in one (1) or more series from time to time (or a combination thereof) and are to be issued under the Authority s governing Indenture. The Authority desires to appoint a pool of Financial Advisors (the FA Pool ) which will be available to render financial advisory services as set forth in this RFQ when and as needed, including the above transaction and any potential refundings of existing debt (Revenue Bonds and Port District Project Bonds). The FA Pool will be effective for a two year period from the date of appointment. Any Firm or entity responding to the RFQ (each a Respondent ), which is selected for the pool, but which is not selected as a Financial Advisor for the above transaction, will be eligible to be considered for this role for other transactions occurring within the two year period. (Note: Assignment to the pool does not provide any assurance that a firm will receive an appointment for a specific transaction. The Authority reserves the right, following the creation of the FA s Pool, in its sole and absolute discretion, to add or delete firms from the pool at any time during the two year period.) BACKGROUND On August 20, 2008, the Authority s Board of Commissioners ( Board ) approved a toll increase on its four (4) bridges effective September 14, The Authority s Board also enacted a further toll increase to be effective September 1, 2010, with subsequent cost of living adjustments commencing on January 1, Subsequent to this authorization, the Authority s Board approved DRPA Resolution ( Authorization for Issuance of Revenue Bonds ), which authorized the issuance of fixed and/or variable rate revenue bonds, in an amount not to exceed $510 million. (A copy of the Board Resolution is attached as Exhibit A) OVERVIEW OF THE AUTHORITY The Authority owns and operates four major bridge crossings over the Delaware River between Pennsylvania and New Jersey in the Philadelphia area, including: the Betsy Ross Bridge (between Philadelphia, Pennsylvania and Pennsauken, New Jersey); the Benjamin Franklin Bridge (between Philadelphia, Pennsylvania and Camden, New Jersey); the Walt Whitman 2

4 Bridge (between Philadelphia, Pennsylvania and Gloucester City, New Jersey); and the Commodore Barry Bridge (between Chester, Pennsylvania and Bridgeport, New Jersey). The Authority also owns and operates, through its operating subsidiary, Port Authority Transit Corporation (PATCO), the PATCO High Speed Line which runs from Lindenwold, New Jersey to Philadelphia, Pennsylvania. Associated with each bridge and the PATCO facilities are numerous office buildings, maintenance shops and garages, and other buildings and structures. The Authority is also involved with economic development and port related projects. Additional information regarding the Authority and its operations can be obtained by reviewing the annual reports available on the Authority s website ( About DRPA, Annual Reports). (Note: The 2008 audit is completed, and the 2008 annual report has been posted to the Authority s website.) 3

5 SECTION II BOND TRANSACTION DESCRIPTION AND SCOPE OF SERVICES A. General Each RFQ Respondent shall become familiar with the Authority s procedures, presentation and coordinating requirements necessary for the effective performance of its services. If selected to serve as a Financial Advisor, the Respondent will be required to coordinate its services and activities with designated Authority Management personnel, the Authority s Co Bond Counsel and the Bond Underwriter s Team. B. Transaction Description All Revenue Bonds will be issued under and pursuant to the Authority s Indenture ( Indenture ), as amended and supplemented, and a resolution or resolutions adopted, or to be adopted, by the Authority. The Authority has various fixed and variable rate revenue bond issues outstanding under the Indenture, as well as swap / swap options related to certain of its outstanding issues. All Revenue Bonds, together with all other indebtedness outstanding under the Indenture and any parity obligations hereafter issued under the Indenture, are equally and ratably payable solely from and secured by a lien on security interest in the Net Revenues (as defined under the Indenture), all moneys, instruments and securities at any time and from time to time held by the Authority or its Trustee in any Fund created or established under the 1998 Bond Indenture, except for moneys, instruments and securities held in the 1998 General Fund and the 1998 Rebate Fund. The Revenue Bonds may bear interest at fixed rates, or variable rates depending upon market conditions at the time of the marketing and sale of the Bonds. Any refundings of existing Port District Project (PDP) Bond debt would be general corporate obligations of the Authority and not secured by a lien or charge on, or pledge of, any revenues or other assets of the Authority other than the moneys, if any, on deposit in Funds established under an individual PDP Bond Indenture. C. Scope of Services 1. Role of the Financial Advisor Each RFQ Respondent shall become familiar with the Authority s procedures, presentation and coordinating requirements necessary for the effective performance of its services. The role of the Financial Advisor in the aforementioned transaction (s) is cited follow: a. Serve as the Authority s consultant on debt financing projects. 4

6 b. Provide independent financial advice and serve solely the interests of the Authority. c. Assist in the management of the bond financing process and negotiate key business points to accomplish the Authority s objectives. 2. Scope of Services to be Provided The Authority seeks to utilize the best combination of options available to adequately address the capital needs of the Authority. The selected Financial Advisor will be required to perform the following: Develop a plan of finance and prepare financing schedule. Evaluate legal approaches permitting various financing structures and propose financing methods, with emphasis on innovation and responsiveness to be considered for accomplishing the Authorityʹs objectives. This will be done in conjunction with the Authorityʹs staff and legal counsel. Review and comment upon legal documents. Analyze and report on the advantages and disadvantages of each proposed financing. Evaluate the projected cash flow from any revenue sources that may constitute security for any obligation incurred. Review existing revenue sharing agreements, tax rebate agreements and debt commitments to determine potential impacts, if any, on the proposed financing and make appropriate recommendations to the Authorityʹs financing team. Work with the Authorityʹs co bond counsel and financing team in recommending size, structure, specific terms and conditions of a debt issue. Present information regarding methods of sale, including publicly offered and privately negotiated options. Assist the Authority in selection of formation of financing team, including preparing a list of services required of underwriter, trustee, verification agent and other professionals, as agreed upon. Advise the Authorityʹs financing team on areas of industry specific knowledge that affects the financing and marketing of the projectʹs debt. Assist Co bond counsel in preparing the text of an official statement or other offering documents as required. Official statements will include a description of the securities, the project, and pertinent financial and economic data. Prepare credit profiles and assist Authority making presentations to bond insurance companies and/or credit facility providers and rating agencies. These 5

7 agencies may require sufficient information to receive the highest possible rating on any securities prior to the sale of such securities. Prior to the sale of securities, assist in representing the Authority at information meetings in various locations, if such meetings are necessary or desirable. Assist in negotiations with bond insurers and/or letter of credit providers. Manage/assist in the management of a competitive or negotiated sale process. Arrange for premarketing of issue. Represent the Authority at the bid opening for a public sale and analyze the bids, identify the most favorable bid, and make a recommendation as to award of the bid. Act as the Authorityʹs agent if bid negotiations are required. After the bid is awarded, prepare an actual debt service table based on accepted coupon rates. In the event of a negotiated offering, assist the Authority in negotiating appropriate terms, reviewing spreads, comparing deals, analyzing market levels, and clarifying syndicate roles with selected underwriter. Assist the Authority in closing the financing, which includes advising the Authority on the investment of proceeds pending expenditure. Prepare and deliver presentations designed to facilitate an understanding of public sector financing and its implications to the Authority. Analyze the financing impact of project costs, cash flow projections and rate implications. Participate in the development of alternate strategies with Authorityʹs financing team. Such other tasks as may be determined by the Authority in connection with any such financings. 6

8 SECTION III SUBMISSION OF STATEMENT OF QUALIFICATIONS A. Purpose This RFQ contains a Scope of Services (Section II) which is intended to outline the Authority s expectation for services to be rendered. This RFQ does not purport to define all services that may be needed in connection with the issuance and sale of the new revenue bonds, or subsequent issuances. B. MINIMUM SUBMISSION QUALIFICATIONS Experience as a Financial Advisor for at least three (3) tax exempt bond issues (including fixed and at least one variable rate issue), with principal amounts exceeding $100 million, preferably for bi state authorities or governmental transportation entities in Pennsylvania or New Jersey, within the past five years. Required insurance coverage as shown in Exhibit B. (Note: A firm that possesses the minimum submission qualifications is not assured of being appointed to the Financial Advisors pool.) C. REQUIRED COMPONENTS OF THE RESPONSE TO THE RFQ Respondents must address the following issues or questions in their response ( Qualification Statement ) to the RFQ: Cover Letter. Please include the full legal name and business address of the Respondent (not to exceed two pages). Acknowledgements. The return of the RFQ cover sheet and all addenda acknowledgements, if applicable, signed and completed as required. Contact Information. Provide the name and address of the firm; the name, telephone number, fax number, and e mail address of (i) the principal professional to be assigned to the Authority and (ii) the individual(s) responsible for the preparation of the response to this RFQ. Brief Description of Firm and Capabilities. Provide a brief history and description of your firm and its capabilities. Describe any major changes in the public finance business at your firm since October Minimum Submission Qualifications. Please list the qualifying transactions required under Section III.B. Includes a description of the issues pertinent to these transactions that are relevant to the Authority and its anticipated transaction (limit of two pages). 7

9 Include a summary of your insurance coverage applicable to the services described herein. Such coverage must be adequate to sufficiently cover the services detailed herein and must include at a minimum, general liability insurance coverage (see Exhibit B) Staffing Levels. Detail the staffing level of your firm including principals and associates to be dedicated to this transaction. Also, please describe any major staffing changes since October Personnel. Please provide brief résumés of the individuals detailed in Staffing Levels above. Indicate the role of each individual in serving the Authority. Office Location. The location of Respondent s office, if other than the vendor s main office, at which the Respondent proposes to perform services required under this RFQ. Bond Issues. Provide a complete list of bond issues for which the firm has acted as sole or Lead Financial Advisor during the past five years. Indicate subtotals for each of the following categories; state general obligation bonds, local general obligation bonds, state revenue bonds, local revenue bonds, toll secured transportation revenue bonds and other municipal bonds (describe). Special Capabilities. Identify any prior bond issues, bond interpretations, tax matters and/or financial matters that demonstrate special skills and capabilities (e.g., experience with variable rate issuances, negotiations with letter of credit providers, interest rate hedge transactions) Post Issuance Compliance. Describe your experience in assisting clients with postclosing compliance issues, including but not limited to arbitrage compliance, change of use, audits, securities continuing disclosure issues and derivative products. References. Provide three (3) references (which can be contacted during the RFQ process) indicating the governmental entity name, contact person, his/her title and address and telephone number for whom you have provided similar services over the past two years. Indicate your role and a list of completed financing transactions, in excess of $100 million completed for such client. (Please provide: name of issuer, type of issue, par amount, maturity, rating, credit enhancement, security information and any related derivatives) Conflicts. Describe any existing or potential conflicts of interest your firm might have, or which reasonably might arise, due to your involvement with the Authority. Material Adverse Litigation. If the Respondent or any principal therein has been engaged as a defendant in any litigation involving a sum of $100,000 or more and/or has been subject to any professional disciplinary action over the last three (3) years, the Respondent must provide a description of the litigation and/or disciplinary action, and if applicable, present status of said action (s). 8

10 Investigations. Please provide a brief summary of any ongoing investigations (criminal or civil) or administrative proceedings involving the Respondent, its directors, officers and principals and any individuals employed by the Respondent that relate to the performance of the Respondent in provision of Financial Advisory services related to the underwriting of securities or the provision of derivatives. Include in the response any investigations or proceedings by federal or state authorities. Narrative. Please provide a narrative of strategy, issues and recommendations that the Authority should consider with respect to this anticipated issuance and other potential subsequent issuances, including refundings. (limit of three pages). D. SUBMISSION OF STATEMENT OF QUALIFICATIONS (15 page maximum exclusive of the Cover Letter and any appendices) Written Qualification Statements shall be submitted to the following address: Delaware River Port Authority One Port Center 2 Riverside Drive, P.O. Box 1949 Camden, New Jersey Attention: Howard Korsen, Manager, Contracts Administration To be considered, one (1) original and six (6) copies of your response directed to the abovementioned address must be received by the Authority no later than 4:00 p.m. on Monday August 17, 2009 clearly marked Delaware River Port Authority, Statement of Qualifications Response to RFQ for Financial Advisory Services. The Authority will not accept responses transmitted electronically or via fax. Late submissions will not be accepted and will be returned unopened. (The phone number for express deliveries is ) No oral, written or other form of amendment will be accepted by the Authority after this time, unless requested by the Authority. The Authority reserves the right to reject any or all submissions, to waive any requirements of the RFQ and to modify or amend, with the consent of the respondent, submissions. All submissions become the property of the Authority. Nothing in the submission shall be considered proprietary or confidential. There will be no debriefings of unsuccessful offerors. By responding to this RFQ, Respondents acknowledge and consent to the conditions set forth herein relative to the submission, review and consideration of your response. Qualification Statements should cover all information requested in Section III.B and Section III.C of this RFQ and should also address the selection criteria in Section F. Your response must be placed in a sealed envelope and clearly labeled with the title Delaware River Port Authority, Statement of Qualifications Response to RFQ for Financial Advisory Services and the firm s name and business address. 9

11 Submissions should provide a straightforward and concise delineation of the respondent statement and commitment to satisfy the requirements of the RFQ. All documents/information submitted in response to this solicitation shall be available to the general public. The Authority reserves the right, in its sole and absolute discretion, to reject any and all responses, with or without cause, and waive any irregularities or informalities in the responses. The Authority further reserves the right to make such investigations as it deems necessary as to the qualifications of any and all Respondents. The Authority reserves the right to issue amendments to this RFQ or to resolicit responses. E. INTERVIEW The Authority reserves the right to interview any or all of the Respondents submitting a Qualification Statement. Although interviews may take place, the Qualification Statement should be comprehensive and complete on its face. The Authority reserves the right to request clarifying information subsequent to the submission of the Qualification Statement. F. SELECTION PROCESS For firms that satisfy Minimum Submission Qualifications and Required Components of the Response to the RFQ, the Authority s evaluation will be based upon the response that is the most advantageous to the Authority. The evaluation will consider the criteria of experience and reputation in the field, expertise, including licensing and registration, knowledge of the Authority and the subject matter to be addressed under the contract, past performance on other work for the Authority, availability to accommodate any required meetings of the Authority, availability of personnel and other resources to do the work on the schedule set forth by the Authority, designated professional and support staff and location of offices, strength of assurances of performance provided, if required, financial stability and strength of the submitting firm, on going regulatory compliance and proceedings, civil and criminal investigations or litigation, references in general, insurance provided, and other factors as demonstrated to be in the best interest of the Authority. The review will include a focus on the experience and expertise of the firm in providing similar services in the State of New Jersey or in the Commonwealth of Pennsylvania to other authorities or to other bi state agencies, as it relates to the Authority s needs. This step of the overall evaluation may include verification of credentials and stated experience. A screening of all responses will be conducted to determine overall responsiveness. Responses determined to be incomplete or non responsive will be disqualified. As the representatives of the Authority shall utilize the criteria set forth above in making selections for the various pools pursuant to this RFQ, Respondents are urged to provide sufficient information on the above criteria in your submission. The Authority also reserves the right to negotiate the terms and conditions of any contract to be executed as a result of the RFQ process. 10

12 The responses of each firm will be evaluated based upon the requirements of this RFQ. This evaluation process will take into account all items submitted pursuant to Section II and Section III of the RFQ. 11

13 EXHIBIT A BOARD RESOLUTION AUTHORIZING ISSUANCE OF REVENUE BONDS REVENUE BONDS RESOLUTION DRPA Finance Committee: 9/17/08 DRPA Board 10/15/08 Authorization for Issuance of Revenue Bonds WHEREAS, the Delaware River Port Authority ( Authority ) has heretofore authorized and issued its Revenue Bonds ( Bonds ) pursuant to an Indenture of Trust, dated as of July 1, 1998, between TD Bank, National Association, as successor trustee ( Trustee ), and the Authority, as amended and supplemented to date ( 1998 Indenture ); and WHEREAS, the Authority desires to authorize, issue, sell and deliver, pursuant to the 1998 Indenture, as further supplemented by one or more Supplemental Indentures, to be entered into by the Authority and the Trustee (each a Supplemental Indenture and, together with the 1998 Indenture, as heretofore amended and supplemented, the Indenture ), Bonds (as defined in the Indenture) for the purpose of financing (i) a portion of the Costs (as defined in the Indenture) of the Authority s approved Capital Improvement Program, (ii) the Debt Service Reserve Requirement (as defined in the Indenture), (iii) capitalized interest, if any, and (iv) payment of the costs of issuance of the Bonds (collectively, the Capital Project ); and WHEREAS, the Bonds may be issued from time to time, in one or more series, in the form of fixed rate Bonds or Variable Rate Bonds (as defined in the Indenture); and WHEREAS, it is necessary and appropriate for the Authority to authorize and approve the issuance, sale and delivery of the Bonds, the execution and delivery of such documents and instruments as are necessary or appropriate to effect the Capital Project and/or Swap Transactions (hereinafter defined), if any, and such actions as may be necessary or appropriate to effect the Capital Project; and WHEREAS, capitalized terms used in this Resolution not otherwise defined shall have the meanings ascribed thereto in the Indenture. NOW THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Authority as follows: 1. Authorization of Capital Project. The Authority hereby authorizes the Capital Project in the maximum amount of $946,745, Bonds. (a) The Authority hereby authorizes the issuance, sale and delivery of the Bonds. The Bonds shall be issued in an aggregate principal amount which shall not exceed $510,000,

14 (b) The Chief Executive Officer of the Authority shall determine when to issue the Bonds, with the advice of the Authority s Chief Financial Officer, Financial Advisors and Co-Bond Counsel. The Bonds may be issued in one or more series at such time or times as the Chief Executive Officer shall determine. (c) The Chief Executive Officer shall determine with the advice of the Authority s Chief Financial Officer, Financial Advisors and Co-Bond Counsel, whether to issue each series of Bonds as Variable Rate Bonds or fixed rate Bonds. d) The Chief Executive Officer shall determine with the advice of the Authority s Chief Financial Officer, Financial Advisors and Co-Bond Counsel, if a series of Bonds is to be issued as Variable Rate Bonds, the type of Variable Rate Bonds to be issued. (e) Each Series of Bonds shall be dated, shall mature in such principal amounts and on such dates, shall bear interest at such rates, payable on such dates, shall be subject to redemption prior to maturity on such terms and conditions, and shall otherwise be subject to such additional terms, conditions and provisions as shall be approved prior to their issuance by the Chief Executive Officer with the advice of the Authority s Chief Financial Officer, Financial Advisors and Co-Bond Counsel; provided that: (i) if the Bonds are issued as fixed rate Bonds, the net interest cost with respect to such Bonds shall not exceed 7.5% per annum; (ii) if the Bonds are issued as Variable Rate Bonds, the maximum interest rate on such Bonds (other than Bank Bonds) shall not exceed 15% per annum; (iii) if the Bonds are issued as fixed rate Bonds, the Underwriters discount in connection with the purchase and re-offering of such Bonds shall not exceed $6.50 per thousand dollars of Bonds; (iv) if the Bonds are issued as Variable Rate Bonds, the Underwriters discount in connection with the purchase and re-offering of such Bonds shall not exceed $5.50 per thousand dollars of Bonds; (v) any optional redemption premium shall not exceed 102%; and (vi) the maximum maturity of the Bonds shall not exceed any applicable provisions of the Compact. 3. Swap Transactions. (a) The Chief Executive Officer is hereby authorized to approve one or more interest rate hedging transactions relating to one or more series of Bonds (each, a Swap Transaction ) for the purpose of managing the interest costs of the Authority, if deemed appropriate by the Chief Executive Officer, with the advice of the Authority s Chief Financial Officer, Financial Advisors and Co-Bond Counsel. (b) The Chief Executive Officer is hereby authorized and directed to determine the method of award of any Swap Transaction, either by invitation to bid to qualified providers or by negotiation with one or more qualified providers, with the advice of the Authority s Chief Financial Officer, Financial Advisors and Co-Bond Counsel. (c) The Chief Executive Officer is hereby authorized to approve, execute and deliver any and all documents and instruments necessary to evidence any Swap Transaction in connection with a series of Bonds. If the Chief Executive Officer has so 13

15 approved any such documents and instruments then the Chief Executive Officer may execute said documents and instruments on behalf of the Authority. 4. Approval of Bond Documents. The Authority hereby authorizes the preparation of all documents necessary to effect the sale, issuance and delivery of the Bonds including, without limitation, a Supplemental Indenture, the Bonds, one or more purchase contracts between the Authority and underwriters to be selected providing for the sale and purchase of the Bonds, a preliminary official statement and a final official statement in respect of the Bonds, a Continuing Disclosure Agreement, a Tax Compliance Agreement, any remarketing agreement or other agreement as may be required if the Bonds are issued as Variable Rate Bonds, and such other agreements, documents, certificates and instruments as Co- Bond Counsel shall advise are necessary or appropriate to effect the issuance of the Bonds, the Capital Project, and any Swap Transactions. The Chief Executive Officer, with the advice of the Authority s Chief Financial Officer, the Authority s General Counsel and Co-Bond Counsel, are hereby authorized and directed to approve all such documents and to cause the execution and delivery of all such documents on behalf of the Authority. 5. Credit Facilities. (a) The Chief Executive Officer, with the advice of the Authority s Chief Financial Officer, the Financial Advisors and Co-Bond Counsel, are hereby authorized to apply for a Credit Facility in the form of a bond insurance policy for any series of Bonds. (b) If one or more series of Bonds are issued as Variable Rate Bonds in the form of variable rate demand bonds, the Chief Executive Officer, with the advice of the Authority s Chief Financial Officer, Financial Advisors and Co-Bond Counsel, are hereby authorized to obtain one or more Credit Facilities in the forms of letters of credit or liquidity facilities and to approve and execute reimbursement agreements and standby bond purchase agreements, as applicable, evidencing such Credit Facilities. 6. Debt Service Reserve Fund. The Chief Executive Officer, with the advice of the Authority s Chief Financial Officer, Financial Advisors and Co-Bond Counsel, is hereby authorized and directed to determine the Debt Service Reserve Requirement for the Bonds or for each series of Bonds, as appropriate, to obtain a Reserve Fund Credit Facility for a portion of such Debt Service Reserve Requirement, if he determines it to be in the best financial interests of the Authority, and to establish a separate Debt Service Reserve Fund or an account in the 1998 Debt Service Reserve Fund with respect to one or more series of the Bonds, as he shall determine to be necessary or appropriate. 7. Selection of Underwriters, Remarketing Agent and Professional Advisors. The Chief Executive Officer, with the advice of the Chief Financial Officer, is hereby 14

16 authorized and directed to select the underwriters for the Bonds, one or more remarketing agents if Bonds are issued as Variable Rate Bonds, the Trustee, the Financial Advisors, Co-Bond Counsel, swap bidding agent or investment bidding agent (either of whom may be a Financial Advisor), and any special counsel or co-counsel or other professional advisors for the Authority. If the Bonds are issued as Variable Rate Bonds, the Chief Executive Officer, with the advice of the Chief Financial Officer, shall select any remarketing agents, tender agent or broker-dealers as may be required for the form of debt evidenced by such Variable Rate Bonds. 8. Chief Executive Officer s Actions; Execution of Documents. The Chief Executive Officer is hereby authorized and directed to approve, execute and deliver all documents, instruments and certificates, and to take all actions necessary and proper, including any actions not otherwise determined herein, to issue and sell the Bonds, and to effect the Capital Project, any Swap Transactions and all other matters authorized in this Resolution. 9. Ratification of Prior Actions. All actions heretofore taken by or on behalf of the Authority by the Chief Executive Officer, the Chief Financial Officer or their designees, or the Authority s professional advisors in connection with the Capital Project, the Bonds or any Swap Transaction are hereby ratified, confirmed, approved and adopted. 10. Inconsistent Resolutions Repealed. All prior resolutions or parts thereof to the extent inconsistent with this Resolution are hereby rescinded and repealed. 11. Effective Date. This Resolution shall take effect at the earliest time permitted by applicable law. DULY ADOPTED THIS 15th day of October,

17 EXHIBIT B INSURANCE REQURIEMENTS Financial Advisory Services Prior to commencement of any services under the Contract, the Financial Advisor and each and every Subcontractor of the Financial Advisor shall, at its sole expense, maintain the following insurance on its own behalf with insurance companies lawfully authorized to do business or on an admitted basis in the jurisdiction in which the services are performed and furnish to the DRPA Certificates of Insurance evidencing same. In addition, Financial Advisor is required to forward these Insurance Requirements to the Financial Advisor s Insurance Agent/Broker for their review and approval. The term Financial Advisor as used in these Insurance Requirements shall mean and include Financial Advisors and Subcontractors of every tier. 1. Financial Advisors Professional Liability Coverage: Financial Advisor shall maintain insurance covering losses caused by Professional Financial Advisory Services that arise from the operations described under the scope of services of this Contract. a) Per Claim Limit: $10,000,000 b) Aggregate Limit: $10,000,000 c) If coverage is written on a Claims-made basis, the Financial Advisor warrants that any retroactive date applicable to coverage under the policy precedes the effective date of this Contract; and that continuous coverage will be maintained or an Extended Discovery Period will be purchased for a period of three (3) years beginning when the services under the contract are completed. 2. Crime Coverage - Financial Advisor shall maintain insurance covering loss or destruction of DRPA money and securities caused by Employee Theft and Computer Fraud/Funds Transfer Fraud. a) Per Loss: $1,000,000 b) Whether coverage is written on a Loss Sustained Basis or Discovery Basis, Financial Advisor warrants that continuous coverage will be maintained for a period of three (3) years beginning when the services under the contract are completed. c) Joint Loss Payable Endorsement should be added to the policy, naming DRPA as Loss Payee (ISO Form CR2502 or equivalent). 3. Cyber Liability/E-Business Coverage : If any confidential information will be transferred or any transactions will occur over the Internet, Financial Advisor shall maintain insurance covering liability arising from such exposures as breach of confidentiality or credit injury to a customer arising out of these Internet activities. a) Aggregate Limit: $1,000,000 b) If coverage is written on a Claims-made basis, the Financial Advisor warrants that any retroactive date applicable to coverage under the policy precedes the effective date of this Contract; and that continuous coverage will be maintained or an Extended Discovery Period will be purchased for a period of three (3) years beginning when the services under the contract are completed. 4. Workers Compensation and Employers Liability: in the State in which the services are to be performed and elsewhere as may be required. a) Workers Compensation Coverage: Statutory Requirements 16

18 b) Employers Liability Limits not less than: Bodily Injury by Accident: $1,000,000 Each Accident Bodily Injury by Disease: $1,000,000 Each Employee Bodily Injury by Disease: $1,000,000 Policy Limit 5. Commercial General Liability: a) Occurrence Form with the following limits: (1) General Aggregate: $2,000,000 (2) Products/Completed Operations Aggregate: $1,000,000 (3) Each Occurrence: $1,000,000 (4) Personal and Advertising Injury: $1,000,000 b) Contractual Liability (including Liability for Employee Injury assumed under a Contract) provided by the Standard ISO Policy Form CG Policy does NOT include the restrictive Endorsement CG (Amendment of Insured Contract Definition) or any other provision excluding coverage for the Financial Advisor s Sole Negligence which has been assumed by Contract. 6. Commercial 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 and Employers Liability Coverages. 7. Self Insured Retentions / Deductibles: None of the policies of insurance required of the Financial Advisor by this agreement shall contain self insured retentions, deductibles or any other type of retention in excess of $10,000, unless agreed to in writing by the DRPA. 8. Financial Rating and Admitted Status of Insurance Companies: a) A.M. Best Rating: A- (Excellent) or Higher b) A.M. Best Financial Size Category: Class VII or Higher c) Insurance companies lawfully authorized to do business or on an admitted basis in the jurisdiction in which the services are performed. 9. All policies shall include coverage for both Certified and Non-Certified Acts of Terrorism. 10. DRPA (including their agents, employees, representatives, officers, directors, stockholders, members and managers) shall be added as ADDITIONAL INSUREDS on all liability policies, even for claims regarding their sole negligence. The coverage offered to the ADDITIONAL INSUREDS on Financial Advisor s liability policies 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. 11. It is agreed the Financial Advisor s insurance will not be canceled, materially changed or non-renewed without at least thirty (30) days advance written notice to the DRPA by Certified Mail - Return Receipt Requested. 17

19 12. Any type of insurance or any increase in limits of liability not described above which the Financial Advisor requires for its own protection or on account of statute shall be its own responsibility and at its own expense. 13. 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 Financial Advisor or any of their Subcontractors. The carrying of insurance described shall in no way be interpreted as relieving the Financial Advisor of any responsibility or liability under the contract. 14. Prior to the commencement of services and/or payment, the Financial Advisor shall file Certificates of Insurance with DRPA. Such Certificates of Insurance should be mailed within thirty days of receipt of these insurance requirements to DRPA, regardless of when your services will commence. Project description and/or Job Number must be shown on the Certificate of Insurance. Financial Advisor s obligation to provide the insurance set forth herein shall not be waived by any failure to provide a Certificate of Insurance, DRPA s acceptance of a Certificate of Insurance showing coverage varying from these requirements or by DRPA s direction to commence services. In the event of a failure of Financial Advisor to furnish and maintain said insurance and to furnish satisfactory evidence thereof, the DRPA shall have the right (but not the obligation) to procure and maintain such Insurance as specified above as will protect the DRPA. Financial Advisor agrees to furnish all necessary information therefore and to pay the cost thereof to the DRPA immediately upon presentation of an invoice. 15. Suggested Indemnification Wording for a Financial Advisor Agreement: To the fullest extent permitted by law, Financial Advisor agrees to indemnify, hold harmless and defend the DRPA and their agents, employees, representatives, officers, directors, stockholders, members, managers and parent, subsidiary and affiliated companies (the Indemnified Parties ) from and against any and all liability for loss, including (but not limited to) damage or expense for which the Indemnified Parties may be held liable by reason of injury (including death) to any person (including Financial Advisor s employees) or damage to any property of whatsoever kind or nature or personal injury or advertising injury or economic loss arising out of or in any manner connected with the scope of services to be performed for the Indemnified Parties even for, and if caused in whole or in part by, any act, omission, or negligence of the Indemnified Parties. It is expressly understood and agreed that the indemnity contained in this paragraph covers claims by Financial Advisor s employees and that Financial Advisor expressly waives any defense to this indemnification obligation which may arise under the Workers Compensation Act of any State. In addition, Financial Advisor shall defend the Indemnified Parties against any claim which may potentially give rise to indemnification of the Indemnified Parties, even if such claim alleges that the Indemnified Parties are wholly or partially at fault for causing the loss. If Indemnification for the Indemnified Parties sole negligence is expressly prohibited by Law, such defense shall continue until it is conclusively established by a court of competent jurisdiction that: 1) The Indemnified Parties are solely liable for causing the bodily injury or property damage alleged; and 2) that neither Financial Advisor nor its employees nor any Subcontractor to Financial Advisor is liable; at which time the Indemnified Parties will absorb all costs of defense. If there are any damages or claims of any kind or nature unsettled when the subcontract services are finished, the final payment by DRPA shall be deferred until all such claims shall have been adjusted or suitable coverage or indemnity acceptable to DRPA is provided by Financial Advisor or Financial Advisor s insurance carrier. 18

20 16. In no event are you to commence services until a Certificate of Insurance showing coverage in the aforementioned amounts required is received and approved by DRPA. Any services performed without having the Certificate of Insurance received and approved by DRPA is at Financial Advisor s own risk. 17. The obligations of the Financial Advisor to maintain Insurance and provide Indemnification shall survive any termination of this Agreement or the suspension, completion and/or acceptance of the services or any part thereof, or final payment to Financial Advisor, it being agreed that such rights and obligations are and shall be of a continuing nature and effect. 19