Southport Marine Terminal Complex

Request for Qualifications

September 23, 2015

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex Development September 23, 2015 TABLE OF CONTENTS

1 Introduction to the Project...... 1 1.1 PRPA Background and Existing PRPA Facilities...... 1 1.2 Overview of the Opportunity...... 2 1.3 Project Goals ...... 4 1.4 Description of the Project...... 4 1.5 Southport Sites Permitted Uses ...... 5 1.6 Description of the Southport Sites...... 6 1.7 Project Documents...... 7 2 Overview of Contractual Relationship...... 9 2.1 Contractual Structure ...... 9 2.2 Funding and Financing ...... 9 2.3 DBE Requirements ...... 9 3 Procurement Process ...... 12 3.1 Statutory Authority ...... 12 3.2 Structure of the Procurement Process ...... 12 3.3 Timetable...... 13 3.4 Addenda ...... 13 3.5 Designated PRPA Procurement Contact...... 13 3.6 Correspondence from Respondents to the PRPA ...... 13 3.7 Changes in Respondent Organization and Key Personnel; Eligible Respondents...... 14 4 SOQ Content and Submittal Requirements ...... 16 4.1 General Information ...... 16 4.2 Format ...... 16 4.3 Content and Organization ...... 16 4.4 SOQ Submittal Requirements...... 16 5 Evaluation Process and Criteria...... 20 5.1 SOQ Evaluation Procedure...... 20 5.2 Responsiveness Review...... 20 5.3 Evaluation Criteria...... 20 6 Communication, Public Information & Organizational Conflict of Interest...... 24 6.1 Improper Communications and Contacts ...... 24 6.2 News Releases & Other Marketing Materials ...... 25

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex Development September 23, 2015 6.3 Right to Know Law...... 25 6.4 Organizational Conflict of Interest ...... 25 7 PRPA Reserved Rights & Disclaimers...... 28 7.1 Reservation of Rights...... 28 7.2 RFP Evaluation Criteria...... 28 7.3 No Commitment to Contract...... 28 8 Protest Procedures and Sovereign Immunity...... 30 8.1 Protest Procedures ...... 30 8.2 Legal Liabilities and Proceedings Relevant to the Project ...... 30

Appendices

Appendix A – Definitions and Rules of Interpretation Appendix B – Technical Information Concerning the Southport Sites and the Project Appendix C-1 – SOQ Submittal Requirements – Conceptual Development Plan Appendix C-2 – SOQ Submittal Requirements – Financial Qualifications and Capability Appendix C-3 – SOQ Submittal Requirements – Technical Qualifications and Capability Appendix D – Form of Non-Disclosure Agreement

Forms

Form 1 – Project Financing Experience Form 2 – Financial Officer Certificate

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex Development September 23, 2015 1

Section 1

Introduction to the Project

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex September 23, 2015

1 1 INTRODUCTION TO THE PROJECT The Philadelphia Regional Port Authority (the “PRPA” or the “Authority”) is issuing this Request for Qualifications (“RFQ”) to seek interested parties (“Respondents”) to enter into a Public-Private Partnership (“PPP”) to design, build, finance, operate and maintain the Southport Marine Terminal Complex, located in the City of Philadelphia, along the Delaware River, south of the Walt Whitman Bridge (the “Project”). The Southport Marine Terminal Complex includes three available sites that may be further divided into two opportunities, which are described in further detail in Section 1.4 of this RFQ. Certain capitalized terms used in this RFQ have the meanings set forth in Appendix A. 1.1 PRPA Background and Existing PRPA Facilities The PRPA is an independent agency of the Commonwealth of Pennsylvania (the “Commonwealth”) charged with the management, maintenance, marketing and promotion of publicly owned port facilities along the Delaware River in Philadelphia, as well as strategic planning in the port district. The PRPA was created by an act of the Pennsylvania legislature in 1989, and the PRPA has successfully established a diverse range of competitive commercial marine terminals, of which the Southport Marine Terminal Complex is the latest opportunity to be brought to the market.

Existing PRPA facilities are located in the City of Philadelphia on the Delaware River. These facilities currently consist of several terminal facilities. The Project includes the development of the Southport Sites (defined below) that make up the southern-most PRPA facilities (i.e., closest to the ocean).

The PRPA works with its existing terminal operators and lessees to modernize, expand and improve the PRPA facilities and to market those facilities to prospective customers. Port cargos and the activities they generate are responsible for thousands of direct and indirect jobs in the Philadelphia area and throughout Pennsylvania, as well as numerous other economic benefits. Details of the existing developed PRPA facilities are set out in the chart below. Further information with respect to counterparties of the PRPA for such existing facilities can be found in the attached Appendix B.

Terminal / Pier(s) Cargo Handled Facility Description Piers 38 and 40 Newsprint, coated paper, wood pulp 12 acres with approximately 1,700 berth and other forest products feet and has a design depth of 32 feet. Piers 78, 80 and 74, Newsprint, coated paper, wood pulp 44.4 acres with approximately 3,900 78 & 80 Annex and other forest products berth feet and two RO/RO berths. The facility has an operational depth of 32 feet. Pier 82 Fruits, vegetables, breakbulk, project 13.3 acres with 2 berths and an and paper products operational depth of 32 feet. One building contains 130,000 square feet of heated / chilled storage. Pier 84 Cocoa beans/products 23 acres, 2 berths, 32-foot depth; dry and heated storage; 40 truck loading platforms and rail service. Packer Avenue Containers, steel, meat, fruit and 112 acres; 6 berths; 40-foot depth; dry, Marine Terminal heavy lift/projects heated and reefer warehouses; container cranes, heavy lift cranes and rail services. Pier 122 Fertilizer, dry bulk, salt, wood pellets 950 foot finger pier plus 12 acres adjacent to the pier, rail served, south berth operational dredge depth of 36 feet. Pier 124 South Berth Liquid bulk, ethanol 1100 foot finger pier. South berth operational dredge depth of 16 feet. Tioga Marine Containers, refrigerated fresh fruit, 116 acres with approximately 3,800

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex September 23, 2015

1 Terminal / Pier(s) Cargo Handled Facility Description Terminal paper, pulp, plywood, autos, berth feet, one RO/RO berth and has a palletized, project, breakbulk and depth of 36 feet. steel Food Distribution Fruits and vegetables 60 acres with 686,000 refrigerated Center warehouse distribution space. Philadelphia Auto Automobiles Approximately 85 acres and rail service. Processing Facility

1.2 Overview of the Opportunity The three sites located at the Southport Marine Terminal Complex are available and are included in the scope of this Project. They are: (1) Southport Marine Terminal (“Site 1”); (2) Southport West Terminal (“Site 2”); and (3) Pier 124 North Berth (“Site 3”). Collectively, Site 1, Site 2 and Site 3 are referred to as the “Southport Sites”. The Project is located in Philadelphia, Pennsylvania, which is shown below in Figure 1 in the context of the greater Northeast Region.

Figure 1: Regional Context of Southport Sites

Conventional Cargo Potential

The Project is located centrally between the Northeast and the mid-Atlantic regions to efficiently serve one of the most densely populated and attractive consumer markets in the United States. The Northeastern United States region accounts for 27% of the country’s GDP and 25% of the country’s population, with a significant proportion of the region’s host states sustaining higher than national average GDP per capita.

Reflective of this economic strength is an extensive presence of major Regional Distribution Centers (RDC) and industrial-use warehousing, both within Philadelphia’s immediate hinterland and within its extended regional coverage. This includes the Lehigh Valley and South Jersey areas that are consistently ranked as two of the fastest growing industrial and RDC locations in North America.

The Northeastern economy is sustained through its extensive inbound and outbound containerized international trade flows, with some 15 million twenty-foot equivalent units (TEUs) handled through

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex September 23, 2015

2 regional ports in 2014, in addition to a significant contribution from west coast land-bridged transit movements. This trade volume may be expected to increase substantially over the next fifteen years, thereby raising pressure on existing regional port operations to enhance capacity.

Historically, the Delaware River ports have successfully focused on critical specialty market opportunities with regard to the Northeastern region. Rather than competing directly with the region’s two dominant ports, New York and New Jersey to the north and Norfolk to the south, their focus has been on alternative trade routes in which specialist service qualities are valued. This strategy is reflected in the distribution of their containerized trade connections, as shown in Figure 2 below, which highlights strong two-way trade with South America, Australia and New Zealand and Europe. Such trade routes retain shipping services compatible with the Delaware River physical characteristics.

Figure 2 – Delaware River 2014 Trade Data

Future demand prospects for the Delaware River ports, and the Southport Sites in particular, primarily will lie in cultivating the existing markets that call the port. This will be achieved through enhanced marketing and technical strategies that differentiate the terminal from its larger neighboring ports and by targeting regional shippers and receivers that seek to avoid the emerging congestion in and around the dominant regional ports.

Further market opportunities may arise through the ongoing expansion of transshipment centers in proximity to the Panama Canal and the Caribbean. An ability to integrate major east-west liner services transiting the region with existing north-south trades compatible with the Delaware River’s characteristics provides opportunities to target other supply chain prospects.

Energy Potential

The City of Philadelphia, located less than 400 miles from the Marcellus-Utica gas fields of Western Pennsylvania, provides the opportunity to establish an export outlet for the natural gas and natural gas liquid products being produced. Together with pipeline infrastructure developing between Marcellus-Utica and the Philadelphia region and the Class 1 direct rail service already existing, the Delaware River region may offer a cost-effective alternative to the traditional routing through the Gulf Coast of these products, serving export markets of the Caribbean, Latin America, Europe and Asia.

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex September 23, 2015

3 Figure 3– Rapid Growth and Dominance of Marcellus Utica in US Shale Gas Production Source: EIA

There is an immediate window of opportunity as Marcellus-Utica volume rapidly expands and should reach its plateau of production by the early 2020s and then be sustained for an economic life of energy logistics investments. The clean property at the Southport Sites with no historic oil and gas inheritance should be attractive to use for custom design storage, handling and value-added product processing of natural gas and natural gas liquids. Multiple historic oil and gas sites in the area may provide precedents for permitting.

An opportunity may exist at a smaller volume for Liquefied Natural Gas (“LNG”) bunkering from the Southport Sites to supply the Delaware River’s traffic needs.

1.3 Project Goals The PRPA has set out broad goals for the Project as a whole, which include:

 The effective utilization of the Southport Sites and supporting infrastructure;  The creation of short-term and long-term family-sustaining jobs;  The promotion of a substantial level of private sector near-term investment;  The delivery of feasible financial and technical concepts;  The potential for the PRPA and/or the Commonwealth to share in long-term economic and financial success of the Project;  The promotion of and meaningful and substantial participation from local / minority / women / disabled business enterprises and diversity in hiring; and  A commitment to safety and environmental stewardship.

1.4 Description of the Project Subject to the other terms and conditions that are anticipated for the Project and described in this RFQ, the PRPA is seeking to enter into one or more Development Agreements with one or more Short-listed Respondents that will design, build, finance, operate and maintain one or more industrial or commercial development activities and all related facilities on one or more of the Southport Sites. Development activities must be permissible under the PRPA’s statutory authority, as discussed in Section 1.5, and the

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex September 23, 2015

4 range of permissible activities discussed below regarding Site 1 and Site 2, including the facilitation of water-borne commerce of various cargo (e.g., containers, breakbulk, autos, oil/gas products, etc.).

Respondents may submit one or both of the following types of Conceptual Development Plans: (1) a “Site 1 Conceptual Development Plan”; and/or (2) a “Site 2 Conceptual Development Plan”.

Site 3 is an available additional parcel of property that may be utilized as part of either a Site 1 Conceptual Development Plan or a Site 2 Conceptual Development Plan; however, Site 3 is not required to be included in any Conceptual Development Plan. Respondents may not submit a Conceptual Development Plan with respect to Site 3 only.

The PRPA is an organization that is committed to job creation and economic development and seeks to generate activity that will maximize port-related employment and revenues by promoting the use of port infrastructure. The PRPA envisions that, collectively, the development of Site 1 and Site 2 will generate such activity. Specifically, the PRPA is seeking Site 1 Conceptual Development Plans that align with its long-term goal of providing capacity for the increasing volume of conventional cargo (including autos, break-bulk, containers, dry bulk, etc.) in the region. The industrial and commercial development activities for Site 1 must be primarily focused on shore-to-land transfer of these types of conventional cargo; however, other statutorily permissible activities may be ancillary uses of Site 1. Site 2 offers Respondents greater flexibility to propose any statutorily permissible use, including conventional cargo.

While a Respondent may submit both a Site 1 Conceptual Development Plan and a Site 2 Conceptual Development Plan, evaluation of and short-listing decisions in respect of Conceptual Development Plans will be conducted independently, based on the criteria set forth in Section 5 of this RFQ. Furthermore, Respondents may not submit a Conceptual Development Plan in respect of something less than the entirety of Site 1 or Site 2, as applicable. However, subject to the terms of the Development Agreement, the developer counterparty is expected to be permitted to sublease portions of the Southport Sites relevant to the Respondent’s Conceptual Development Plan.

The PRPA encourages private firms that may not individually require the entirety of the applicable Southport Site(s) for which they intend to respond to partner with other firms to form a Respondent that can effectively utilize all of the available acreage within the first 10 years of the term of the Development Agreement. The PRPA’s motivation to use a PPP structure for the Project is based, in part, on the expectation that private sector firms will collaborate amongst themselves to discover synergies among firms and potential site uses, technical innovations, phasing approaches and financing tools to form Respondents that can deliver the Project in a manner that achieves the PRPA’s goals, including effective utilization of the Southport Sites.

1.5 Southport Sites Permitted Uses Any proposed development for the Project must be consistent with the activities authorized under the Philadelphia Regional Port Authority Act. Pertinent sections of the statute are:

The Authority may pursue its purposes and exercise its powers and authority to locate port facilities and port-related projects within the port zone, notwithstanding any zoning ordinance or regulation adopted or enacted by a political subdivision under the authority of any statute or under the authority of any home rule charter authorized and adopted under any statute or the Constitution of Pennsylvania. 55 P.S. § 697.21.

A port facility consists of all real and personal property used in the operation of a port terminal, provided that it shall not include any hotel, retail, recreational other than passenger cruise ships or any residential facility; nor shall it include any office, which is not primarily used for or in connection with port-related commerce or industry. 55 P.S. § 697.3.

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex September 23, 2015

5 A port related project is any real property site, building, structure, equipment furnishing and other facility or undertaking relating to industrial and commercial development activities within the Port District necessary for the advancement of business and commerce associated with port facilities. 55 P.S. § 697.3. A port terminal is any marine, motor truck, railroad and air terminal, any coal, grain, bulk liquids and lumber terminal and any union freight. Passenger and other terminals, used or to be used in connection with the transportation or transfer of freight, persons, personnel and equipment. 55 P.S. § 697.3.

1.6 Description of the Southport Sites 1.6.1 Southport Sites and the Surrounding Area The Southport Sites are located along the west bank of the Delaware River, approximately one mile south of the Walt Whitman Bridge in Philadelphia. The Southport Sites were originally part of the Philadelphia Navy Yard and have been transferred to the PRPA in phases over the past several years. The Southport Sites are ideally located directly adjacent to large intermodal rail facilities of Class 1 railroads: CSX and Norfolk Southern and are less than 2.5 miles from the major North-South corridor of Interstate I-95. Additional technical information concerning the Southport Sites and the Project may be found in Appendix B.

Figure 4: Southport Sites Map

1.6.2 Site Access for Respondents During the RFQ phase, site access will be available to all Respondents to conduct a tour of the Southport Sites and familiarize the Respondents with the layout and the location. During the RFP phase, site access will be available for Short-listed Respondents to undertake certain due diligence activities.

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex September 23, 2015

6 To request a site tour during the RFQ phase, Respondents are to submit a request to the PRPA Procurement Contact at the email address listed in Section 3.5, including the proposed time and date, list of attendees and a brief summary of any particular areas of focus. The PRPA aims to be able to accommodate all reasonable requests from Respondents, but ongoing commitments and operational considerations may impact the PRPA’s ability to do so.

1.7 Project Documents The PRPA has assembled a set of documents relating to the Project (“Project Documents”) and is making these available via the Project Website. To request access to the Project Documents, potential Respondents should contact the PRPA Procurement Contact at the address listed in Section 3.5. In addition, to gain access to the Project Documents, potential Respondents must execute a non-disclosure agreement with the PRPA in the form attached as Appendix D.

Please note that the Project Documents and any reference to any website in this RFQ are provided for reference and background information only. The PRPA makes no representation as to the accuracy, completeness or pertinence of the Project Documents or the information on any referenced website, and, in addition, shall not be responsible for any interpretations thereof or conclusions drawn therefrom. Each Respondent must perform its own evaluation and due diligence with respect to any information provided by the PRPA.

There are no representations or warranties of any kind whatsoever made by the PRPA or any other entity or individual with respect to any and all information provided in this RFQ or in connection thereto. Submission of a Statement of Qualifications (“SOQ”) or other response to this RFQ constitutes acceptance of this paragraph.

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex September 23, 2015

7 Section 2

Overview of Contractual Relationship

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex September 23, 2015

8 2 OVERVIEW OF CONTRACTUAL RELATIONSHIP 2.1 Contractual Structure It is anticipated that the selected Short-listed Respondent(s) and the PRPA will enter into one or more Development Agreements to design, build, finance, operate and maintain the Project for a period of 30 to 50 years. Any Development Agreement is anticipated to be a lease-based agreement that would provide the applicable selected Short-listed Respondent with a right to access and use the applicable portion of the Southport Sites for permitted uses based upon the selected Short-listed Respondent’s Proposal and as otherwise agreed by the parties. It is anticipated that the selected Short-listed Respondent(s) would have the right, pursuant to the applicable Development Agreement, to enter into certain permissible sub- leases or license arrangements. Any Development Agreement will set forth standards and procedures relative to the construction and operation of the applicable portion of the Southport Sites. Any Development Agreement will also reflect certain financial terms, including fixed and variable rent / revenue sharing structures and will describe the scope of any required capital expenditures. Finally, it is anticipated that any Development Agreement would allocate risks associated with the applicable portion of the Southport Sites as between the parties, including environmental risks, operational risks, risks in connection with the commercial interrelationship between the applicable portion of the Southport Sites and other PRPA facilities, risks of change of law and other similar risk concepts.

2.2 Funding and Financing The Commonwealth and the PRPA have been working to develop the Southport Sites over recent years in preparation for the Project and have invested significant effort and resources into a number of pre- development activities, including the Deepening Project for the channel and the permitting work described in Appendix B.

To date, the Commonwealth and the PRPA have not identified or programmed any funds or public financing for Respondents to include within their Conceptual Development Plan. Consistent with traditional PPP structures, the PRPA anticipates that the selected Short-listed Respondent will use private debt and equity financing to pay for all or a significant portion of the capital costs of the Project, and the PRPA encourages private firms to draw upon their experience with available financing tools to develop Conceptual Development Plans that propose delivering the Project in a manner that achieves PRPA’s goals, including maximization of near-term private sector investment.

Notwithstanding the foregoing, if a Respondent has a Site 1 Conceptual Development Plan or a Site 2 Conceptual Development Plan that is closely aligned with the PRPA’s goals but may not be financially feasible without the support of public funds, the Respondent may submit such a Conceptual Development Plan that considers the direct or indirect contribution of public funds, subsidy or other financial support in the preliminary financial plan.

The PRPA and the Commonwealth continue to discuss ways to make the Project a more attractive business opportunity to potential developers and are evaluating potential funding opportunities through previously authorized capitalized funding legislation and/or through the issuance of bonds by the PRPA (subject to the limitations imposed by 55 P.S. § 697.7). Furthermore, the PRPA welcomes insights from the Respondents regarding financing strategies that may be available for the Project, which may require support or collaboration from the PRPA and/or the Commonwealth. These insights should be included in the Preliminary Financial Plan portion of the Conceptual Development Plan. Notification and supplemental guidance will be provided if the Commonwealth and the PRPA reach a point where public funds will become part of the Project.

2.3 DBE Requirements The PRPA mirrors the nondiscrimination and contract compliance plans of the Pennsylvania Department of General Services to assure that all persons are accorded equality of opportunity in contracting by the

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex September 23, 2015

9 PRPA and its contractors, subcontractors, assignees, lessees, agents, vendors and suppliers. 55 P.S. § 697.16.

The PRPA intends to comply with all applicable Disadvantaged Business Enterprise (“DBE”) requirements. Further details on any such requirements will be included in the RFP for the Project.

For purposes of responding to this RFQ, a Respondent does not need to include reference to or identification of DBE firms with which the Respondent may contract or engage should they be selected as a Short-listed Respondent. The PRPA will include DBE requirements and any DBE goals in the RFP that will be issued to the Short-listed Respondents. As part of any response to the RFP, the PRPA intends to require each Short-listed Respondent to list any DBEs on its team as of the Proposal due date, as well as provide a DBE performance plan outlining how DBE requirements or goals set forth in the RFP during identified stages of the Project will be met.

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex September 23, 2015

10 Section 3

Procurement Process

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex September 23, 2015

11 3 PROCUREMENT PROCESS 3.1 Statutory Authority The PRPA is a public authority and instrumentality of the Commonwealth of Pennsylvania. Established by the Philadelphia Regional Port Authority Act, 55 P.S. §§697.1-697.24 (1989), the PRPA was created for the purpose, among others, of increasing and governing regional port activities along the Delaware River, including generally developing, designing, constructing, improving, repairing and leasing or subleasing port facilities and port-related projects within the port district. See 55 P.S. § 697.2(a) & § 697.6(a). The PRPA is expressly granted and may exercise all powers necessary or convenient for performing or carrying its general purposes, including constructing, improving, maintaining, repairing and operating port facilities and port-related projects within the port district, see 55 P.S. § 697.6(b)(7) and entering into and awarding contracts for the development, design, financing, construction, improvement, maintenance, operation, management, furnishing, fixturing, equipping and repair of port facilities and port- related projects or parts thereof. See 55 P.S. § 697.6(b)(7). No obligations of the PRPA are deemed to be obligations of the Commonwealth of Pennsylvania. 55 P.S. § 697.6(c)(3).

The development of the Southport Sites that is the subject of this RFQ is authorized by the PRPA’s enabling legislation and is within the port district and port-related projects to which the PRPA’s statutory purposes, powers and authorizations apply. The PRPA is issuing this RFQ in conformity with the statutory powers conferred upon it by the Philadelphia Regional Port Authority Act of 1989.

3.2 Structure of the Procurement Process On October 1, 2014, the PRPA released a Request for Expressions of Interest (“REI”) for the Project to better understand the level of interest of the private sector in the Project and the range of potential development concepts that could be proposed. The REI process provided the PRPA valuable market feedback that shaped its ongoing analysis of the Project and demonstrated that there was sufficient market interest in the Project for PRPA to continue to invest in it.

The PRPA intends to use a two-phase procurement process for the Project that will be fair, open and transparent and attract competition among highly-qualified firms. The submission of a response to the REI is not a prerequisite for submission of a response to this RFQ. The anticipated schedule for the procurement is set forth in Section 3.3.

This RFQ represents the first phase in the procurement process. The PRPA will evaluate the SOQs received in response to this RFQ and intends, but is not bound, to short-list a select number of Respondents (each, a “Short-listed Respondent”) for each of Site 1 and Site 2 in accordance with the procedures and evaluation criteria described in Section 5 of this RFQ. While the PRPA retains full discretion to determine the number of Short-listed Respondents, the PRPA has an objective of having not more than four Short-listed Respondents for each of Site 1 and Site 2.

Respondents to the RFQ do so at their own cost, and the PRPA shall not make any offer for payment to any Respondent as part of the RFQ stage. Under no circumstances shall the PRPA be liable for, or have any obligation to reimburse, a Respondent for the costs of preparing and submitting a SOQ or other response to this RFQ or any costs related thereto.

Following the naming of the Short-listed Respondents, the PRPA intends to invite the Short-listed Respondents to submit proposals (“Proposals”) in response to a Request for Proposals (“RFP”). Only the Short-listed Respondents will be eligible to respond to the RFP and submit a Proposal. During the RFP phase, PRPA expects that: (1) Short-listed Respondents for Site 1 will be required to submit Proposals that include, among other things, firm commitments regarding (a) how they will create family-sustaining jobs through their

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex September 23, 2015

12 private sector expertise and innovative approaches to their proposed projects and (b) the minimum number of jobs that will be created by their projects; and (2) Short-listed Respondents for Site 2 will be required to submit Proposals that include, among other things, firm commitments regarding (a) how they will maximize direct revenues to PRPA through their private sector expertise and innovative approaches to their proposed projects and (b) the minimum amount of direct revenue to be earned by PRPA, which will be evaluated on a net present value basis. The PRPA may schedule confidential one-on-one meetings and/or group meetings with the Short-listed Respondents, including to discuss comments and issues identified by the Short-listed Respondents with respect to the RFP. The PRPA intends to select one or more of the submitted Proposals in accordance with the criteria and procedures to be set forth in the RFP.

3.3 Timetable Date Milestone September 23, 2015 Release of RFQ October 23, 2015 Last date for Respondents to submit questions regarding the RFQ November 18, 2015 Prior to 3:00pm SOQ Due Date local time December 2015 Anticipated Announcement of Short-listed Respondents December 2015 Issuance of RFP to Short-listed Respondents June 2016 Proposal Due Date July 2016 Selection of Preferred Short-Listed Respondent November 2016 Execution of Development Agreement

Although the PRPA intends to adhere to the above timetable, this schedule is subject to modification at any time at the discretion of the PRPA. Respondents will be notified of any changes in the RFQ timetable by issuance of an addendum to the RFQ.

3.4 Addenda Although the PRPA does not intend to issue any addenda to this RFQ after the date that is five business days before the SOQ Due Date, the PRPA reserves the right to revise this RFQ by issuing addenda to this RFQ at any time before the SOQ Due Date. The PRPA will post any addenda to this RFQ to the public website on which this RFQ has been posted and on the Project Website. Respondents are responsible for monitoring such websites for information concerning this procurement, and Respondents are encouraged to check such websites regularly for updates regarding the Project and this RFQ.

3.5 Designated PRPA Procurement Contact All communications regarding this RFQ must be submitted in writing by email to the PRPA Procurement Contact as follows:

Kate Bailey, Director of Procurement Philadelphia Regional Port Authority 3460 N. Delaware Avenue, 2nd Floor Philadelphia, Pennsylvania 19134 Email: [email protected]

3.6 Correspondence from Respondents to the PRPA All questions, comments, requests and other correspondence from Respondents to the PRPA regarding this RFQ must be submitted by email and must be received by the PRPA at the email address above by the applicable deadline listed in Section 3.3. Respondents must submit all questions through a single

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex September 23, 2015

13 authorized representative of that Respondent. To the extent that a Respondent believes that a question should be treated as confidential or proprietary, the Respondent must conspicuously indicate that the Respondent views its question or request as confidential or proprietary in nature. If a Respondent submits any question that it deems to be confidential or proprietary in nature, the Respondent must include with its question a separate statement justifying the Respondent’s assessment(s).

The PRPA may post written responses to material or generally applicable questions that do not contain confidential or proprietary information. The PRPA also may rephrase or consolidate questions for consistency and to protect Respondent-specific information and may provide clarification independent of Respondents’ questions. Responses to questions will be posted to the Project Website. For additional information regarding the Commonwealth’s Right to Know Law, please see Section 6.3.

3.7 Changes in Respondent Organization and Key Personnel; Eligible Respondents The PRPA encourages Respondents to develop and attract the broad expertise necessary to participate in this procurement and optimally design, build, finance, operate and maintain the Project in an innovative, effective and efficient manner. Accordingly, subject to the satisfaction of the PRPA (in its discretion) of the lack of any collusion, firms may participate as a member of multiple Respondent Teams; provided that any firm may participate as a Respondent Team member with respect to only one Site 1 Conceptual Development Plan and only one Site 2 Conceptual Development Plan. Additionally, to help facilitate the PRPA’s goal to promote meaningful participation from local / minority / women / disabled business enterprises, firms may participate as a subcontractor to multiple Respondents to the extent that the PRPA, in its discretion, provides prior approval for such arrangements. In addition, Respondents may add, delete or substitute constituent members of the Respondent Team and reorganize the Respondent entity throughout the procurement process until a specified date prior to submittal of Proposals, subject to the provisions of this Section 3.7. Following submittal of the SOQs, the following actions may not be undertaken without the PRPA’s prior written consent:  Deletion, substitution, addition or other change in composition of the Respondent or the Respondent Team as identified in the Respondent’s SOQ, or a change in the role or scope of work of an identified member of the Respondent Team;  Deletion or substitution of Key Personnel identified in a Respondent’s SOQ, or a change in the role or position of such personnel; and  Other changes, direct or indirect, in the equity ownership of a Respondent (excluding changes resulting from public trading of stock or from an employee share ownership program).

Members of a Respondent Team that is not selected as a Short-listed Respondent are not prohibited from subsequently participating as a constituent member or subcontractor to a Short-listed Respondent to the extent that the PRPA (in its discretion) is satisfied that no collusion occurred during the RFQ process and otherwise subject to the provisions of this Section 3.7. However, to ensure a fair and competitive procurement process, Equity Members, Major Non-Equity Members and legal and financial advisors of a Respondent are forbidden from participating, in any capacity, as a part of another Respondent Team or providing advice to another Respondent during the course of the procurement, without the prior approval from the PRPA. Furthermore, no modification to a Respondent’s organization will be permissible to the extent that the change results in an actual or potential organizational conflict of interest. Any Respondent that fails to comply with the prohibitions contained in this Section 3.7 may be disqualified, in the discretion of the PRPA, from further participation as a Respondent for the Project.

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex September 23, 2015

14 Section 4

SOQ Content and Submittal Requirements

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex September 23, 2015

15 4 SOQ CONTENT AND SUBMITTAL REQUIREMENTS 4.1 General Information The PRPA expects that SOQs submitted in response to this RFQ will provide enough information about the requested items so that the PRPA can adequately review, evaluate and competitively rank the Respondents and identify the Short-listed Respondents based on the criteria set forth in Section 5. Each Respondent should indicate an appropriate point-of-contact in the executive summary portion of the SOQ. SOQs shall be prepared in the English language, inclusive of English units of measurement. Cost terms should be expressed in United States dollars.

4.2 Format 4.2.1 Number of Copies Each Respondent shall submit one original and six hard copies (for a total of seven copies) of its SOQ, with the original and each copy in its own binder. The original should be clearly marked “Original” on its face and spine. Each copy must be numbered Copy 1 of 6 through Copy 6 of 6, as applicable, on its face and spine. The Respondent’s name should also be clearly marked on the face and spine of each binder. In addition, each Respondent shall include one digital copy of its SOQ, either on a disk or a USB drive labeled with the Respondent’s name.

4.2.2 General Format Requirements Submittals must be prepared on 8-1/2” x 11” sized white paper and bound. Double-sided printing is encouraged, and each printed side shall be considered a single page. Each page (other than section divider pages) shall be sequentially numbered. 11” x 17” pages are allowed for schematics, organizational charts and other drawings, but not for narrative text. Each 11” x 17” page will be counted as a single page for purposes of any relevant page count limitations. Printed lines may be single-spaced. Font size shall be no smaller than twelve-point, other than in tables, diagrams, organizational charts and other graphics, which may use ten-point font.

4.3 Content and Organization Each Respondent must organize its SOQ in the order set forth below. The SOQ may be subdivided as needed, and such section dividers will not count as pages subject to any applicable page limitations.

Organization of SOQ  Executive Summary  Conceptual Development Plan(s)  Financial Qualifications and Capability  Technical Qualifications and Capability  Legal Disclosure Statement

4.4 SOQ Submittal Requirements All packages containing SOQs shall be labeled as follows, indicating the Southport Site or Southport Sites for which the SOQ relates:

Response to the Request for Qualifications to Design, Build, Finance, Operate and Maintain the Southport Marine Terminal Complex (Southport Site(s) [__])

SOQs must be delivered by hand or courier, not later than the SOQ Due Date listed in Section 3.3, to the PRPA Procurement Contact at the address listed in Section 3.5.

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16 4.4.1 Executive Summary Respondents must include an Executive Summary of their overall SOQ, not exceeding 5 pages. The Executive Summary should be written in a non-technical style and contain sufficient information for reviewers with both technical and non-technical backgrounds to become familiar with the Respondent’s Conceptual Development Plan and the Respondent’s ability to satisfy the financial and technical requirements of the Project. The Executive Summary must identify a point-of-contact on behalf of the Respondent with whom the PRPA can communicate to the extent that a need for such communication arises and provide address, phone and email for such person. The Executive Summary also must identify the various members of the Respondent Team and known contractors for the Respondent. Finally, the Executive Summary must contain an acknowledgement that the Respondent received and reviewed the RFQ and each addenda to this RFQ.

4.4.2 Conceptual Development Plan Respondents must provide information concerning their Conceptual Development Plan(s) that satisfies the submittal requirements set forth on Appendix C-1.

The PRPA understands that, as Respondents analyze the Project and develop optimal development and financing plans, it is likely that each Respondent’s approach to development will change and evolve. The PRPA wishes to encourage that evolution and continued focus by Respondents on the best solutions for the Project. Accordingly, the PRPA intends to use the SOQ’s approach to developing the Project (commercial, financial and technical elements) only for purposes of evaluating the SOQs. Short-listed Respondents may modify, alter and enhance their respective approaches to financing, development, design, construction, operations and maintenance in conjunction with development of their Proposals as part of the RFP stage, subject to compliance with the requirements of the RFP. A Respondent may not, however, change its approach to the Project in such a way that renders the SOQ a misrepresentation of the Respondent’s intentions and capabilities (for example, switching the entire development to a use which was completely unrepresented within the SOQ). The PRPA reserves the right to disqualify a Short- listed Respondent during the RFP phase to the extent that the PRPA determines, in its discretion, that the proposed modification to the Conceptual Development Plan represents a material deviation from the Conceptual Development Plan submitted in its SOQ.

4.4.3 Financial Qualifications and Capability Respondents must provide information concerning their Financial Qualifications and Capability that satisfies the submittal requirements set forth on Appendix C-2.

4.4.4 Technical Qualifications and Capability Respondents must provide information concerning their Technical Qualifications and Capability that satisfies the submittal requirements set forth on Appendix C-3.

4.4.5 Legal Disclosure Statement Respondents must disclose and provide details with respect to any litigation, mediation, arbitration or administrative proceedings in which the Respondent, any Equity Member or any Major Non-Equity Member participated within the last five years involving or related to any: (1) PPP project; (2) bid or contract award denial or protest; (3) debarment, suspension or exclusion from bidding or contracting by any governmental agency; (4) termination for cause or declaration of default under any contract; or (5) claim of violation of statute or regulation, including any claim that the Respondent, any Equity Member or Major Non-Equity Member engaged in or conspired to engage in illegal, unethical or discriminatory behavior.

Additionally, Respondents must disclose and provide details with respect to any current or proposed business relationship between (a) the Respondent, any Equity Member or any Major Non-Equity Member;

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17 and (b) any of the firms or other entities identified in Section 6.4 (including any Related Entity of such firms and entities, as defined in Section 6.4).

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18 Section 5

Evaluation Process and Criteria

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19 5 EVALUATION PROCESS AND CRITERIA 5.1 SOQ Evaluation Procedure The PRPA anticipates utilizing one or more committees to review and evaluate the SOQs in accordance with the criteria outlined in this Section 5. External advisors may be used to support the PRPA in its review of the SOQs.

At various times during the deliberations, the PRPA may request additional information or clarification from a Respondent or may request that a Respondent verify or certify certain aspects of its SOQ. The scope, length and topics to be addressed shall be prescribed by, and are subject to, the discretion of, the PRPA. The PRPA may contact firm and personnel references supplied by the Respondent, as well as other potential references not listed. If required, interviews may be scheduled with the Respondents. Upon receipt of requested clarifications and additional information, if any, the applicable SOQ(s) will be re-evaluated to include the clarifications and additional information.

Evaluations of SOQs are subject to the discretion of the PRPA and PRPA staff, with assistance from such advisors as the PRPA may designate. The PRPA will make the final selection of the Short-listed Respondents in its discretion and in the best interests of the Project, the PRPA and the Commonwealth.

5.2 Responsiveness Review Each SOQ will be reviewed for responsiveness to the requirements set forth in this RFQ and conformance with the RFQ instructions. In its discretion, the PRPA may waive and/or request rectification of minor nonconformities or technicalities that are unrelated to the substantive content of the SOQ. Those SOQs not responsive to this RFQ may be excluded from further consideration and the Respondent will be so advised. The PRPA may also exclude from consideration any Respondent whose SOQ, in the PRPA’s determination, contains a material misrepresentation.

5.3 Evaluation Criteria Each responsive SOQ will be evaluated using the criteria set forth below. The evaluation of the Conceptual Development Plan represents 25% of the evaluation of a Respondent’s SOQ, and the evaluation of the Financial Qualifications and Capacity and the Technical Qualifications and Capacity, in the aggregate, represent the remaining 75% of the evaluation of a Respondent’s SOQ. For any Respondent that submits both a Site 1 Conceptual Development Plan and a Site 2 Conceptual Development Plan, for evaluation purposes, such Conceptual Development Plans will be evaluated independently, and the SOQ submitted by any such Respondent will be treated as separate SOQs.

5.3.1 Conceptual Development Plan Any Site 1 Conceptual Development Plan will be evaluated based on the following criteria:

(a) The Respondent’s proposed industrial and commercial development activities for Site 1 are permissible under PRPA’s statutory authority and facilitate maritime commerce;

(b) The Respondent’s proposed industrial and commercial development activities for Site 1 are primarily focused on shore-to-land transfer of conventional cargo (including autos, break-bulk, containers and/or dry bulk); and

(c) The Respondent’s commercial and technical approaches to developing Site 1 are deemed to be technically feasible in the discretion of PRPA.

Any Site 2 Conceptual Development Plan will be evaluated based on the following criteria:

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20 (a) The Respondent’s proposed industrial and commercial development activities for Site 2 are permissible under PRPA’s statutory authority and facilitate maritime commerce; and

(b) The Respondent’s commercial and technical approaches to developing Site 2 are deemed to be technically feasible in the discretion of PRPA.

5.3.2 Financial Qualifications and Capacity The PRPA will evaluate the financial submittals provided by each Respondent to assess its financial qualifications to deliver its Conceptual Development Plan in accordance with the following criteria:

5.3.2.1 Project Financing Qualifications and Capacity The Respondent’s and/or Key Personnel’s Project Financing Experience – Form 1 (including its accompanying narrative and project references) should demonstrate its (i) ability to structure, negotiate and successfully obtain financing for infrastructure projects similar to the Respondent’s Conceptual Development Plan(s) and (ii) familiarity with the types of financing structures and instruments potentially available for the Respondent’s Conceptual Development Plan(s) and proposed in its Preliminary Financial Plan(s). The PRPA’s evaluation of this financial submittal will include assessing:

(a) The status of the identified projects (e.g., degree of completion);

(b) How recent the projects are (all projects should have reached financial close within the past seven years);

(c) The role that a member of the Respondent Team or proposed personnel played on the project; and

(d) The relevance of the experience to the Respondent Team member’s proposed role on the Project.

5.3.2.2 Financial Strength and Capacity The Respondent’s audited financial statements, Financial Information Summary – Form 2 and Financial Officer Certificates should, collectively, demonstrate that the Respondent has sufficient financial strength to obtain the amount of debt financing and equity capital described in its Conceptual Development Plan(s). The PRPA’s evaluation of these financial submittals will include assessing:

(a) Sufficiency of equity and debt capacity;

(b) Availability of liquid capital; and

(c) Ability to fund all development costs up to financial close.

5.3.3 Technical Qualifications and Capacity Respondent’s technical qualifications are required to demonstrate sufficient prior experience necessary to deliver the Conceptual Development Plan(s). Respondents must demonstrate adequate qualifications in such items as: comparable projects; marine experience; utility- and transportation-related experience; construction capability; construction management; design team experience; working history of the members of the Respondent Team; and operations skill and experience.

The structure of the Respondent and the qualifications and capability of the Respondent, individual constituent members of the Respondent Team and Key Personnel responsible for developing, designing, constructing, operating and maintaining comparable projects to the Proposed Concept will be evaluated in accordance with the following criteria:

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21 (a) The extent and depth of the experience of the Respondent Team with comparable projects, project delivery methods and responsibilities as are anticipated to be within the Respondent Team member’s scope of work and any specific experience with concessions, PPP contracting, design-build contracting and/or any variation thereof;

(b) The extent and depth of experience of the management team and Key Personnel with comparable projects, project delivery methods and personnel roles as are anticipated to be within the Respondent Team member’s scope of work;

(c) The extent, depth and success of the Respondent and its management team and Key Personnel in working together as an integrated team; and

(d) The extent to which the proposed organization demonstrates stability and is capable of functioning as a well-integrated design-build-finance-operate-maintain (“DBFOM”) team that will effectively manage all project risks, resolve issues and work with the PRPA to achieve timely delivery of a high-quality Project.

Project experience information and Key Personnel information will be used, as deemed appropriate by the PRPA, to assist in the evaluation of the Technical Qualifications and Experience category.

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22 Section 6

Communication, Public Information and Organizational Conflict of Interest

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23 6 COMMUNICATION, PUBLIC INFORMATION & ORGANIZATIONAL CONFLICT OF INTEREST 6.1 Improper Communications and Contacts The following rules of contact shall apply during the procurement for the Project, effective as of the date of issuance of this RFQ through the execution of the Development Agreement. Contact includes face-to- face, telephone, facsimile, email or written communication, directly or indirectly by an agent, representative, legal counsel, lobbyist, consultant, promoter or advocate.

Respondents may not rely upon any oral or electronically communicated information, including responses to questions, with respect to the requirements of this RFQ or other matters reflected herein.

The specific rules of contact are as follows:

(a) Collusion among Respondents is prohibited. After submittal of SOQs, no Respondent or any of the members of the Respondent Team may communicate with another Respondent Team members with regard to the RFQ, RFP or either Respondent’s SOQ or Proposal; provided, however, that subcontractors that are engaged with two or more Respondents (in accordance with and subject to Section 3.7) may communicate with their respective Respondents. Notwithstanding this allowance, any subcontractor that acts as a conduit of information between Respondents violates this provision, as do the Respondents by which the subcontractor is engaged (contact among Respondent organizations is allowed during informational meetings, if any, sponsored by the PRPA).

(b) From the date of the issuance of this RFQ through the execution of the Development Agreement with the PRPA, and except as specifically authorized or contemplated by this RFQ or the RFP, Respondents shall communicate only with the PRPA’s Procurement Contact regarding the RFQ and RFP.

(c) Commencing with the issuance of this RFQ and continuing until the earliest of (i) award and execution of the Development Agreement, (ii) rejection of all Proposals by the PRPA or (iii) cancellation of the procurement, no Respondent or representative thereof shall have any ex parte communications regarding the RFQ, RFP or the procurement described herein with any Board member, staff, advisors, contractors or consultants of the PRPA, Commonwealth or the Pennsylvania Department of Transportation (“PennDOT”), involved with the procurement or the Project, except for communications expressly permitted by the RFQ or RFP, or except as approved in writing in advance by the PRPA. The foregoing restriction shall not, however, preclude or restrict communications with regard to matters unrelated to the RFQ, RFP or the procurement or limit participation in public meetings or any public or Respondent workshop related to this RFQ or the RFP.

(d) With respect to the Project, Respondents shall not contact PRPA Board members, employees, representatives, members of evaluation committees in respect of the Project, consultants to the PRPA and those entities listed under Section 6.4, except as specifically approved by this RFQ or in advance by the PRPA in writing. The PRPA will provide any necessary coordination during the RFQ stage with appropriate stakeholders, so that, among other things, the procurement is implemented in a fair, competitive and transparent manner and using uniform information.

(e) Any communications determined to be prohibited or improper (including violations of the restrictions set forth in this Section 6), at the discretion of the PRPA, may result in disqualification.

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24 (f) Any official information regarding the Project will be disseminated by the PRPA on PRPA letterhead. Any official PRPA correspondence will be in writing and signed by the PRPA’s Procurement Contact or a designee.

6.2 News Releases and Other Marketing Materials Respondents shall not issue news releases, internet postings, advertisements or any other public communications pertaining to the Project without prior written approval of the PRPA and then only in coordination with the PRPA.

6.3 Right to Know Law The PRPA is a Commonwealth agency subject to the Pennsylvania Right-to-Know Law (“RTKL”). See 65 P.S. § 67.101, et seq. The PRPA and its Board are committed to maintaining transparency related to its intended development of the Southport Marine Terminal Complex facilities, while at the same time preserving the confidentiality and propriety of select information related to the development process as authorized by the RTKL and other governing principles of law. Once received by the PRPA, responses to this RFQ shall constitute records potentially subject to public disclosure upon request under the RTKL.

Respondents should expect that the content of responses to this RFQ will be the subject of one or more requests submitted pursuant to the RTKL. Responses to this RFQ, either in whole or in part, and related activities may be exempt from public disclosure based on the exceptions for public records allowed by Section 708(b) of the RTKL, 65 P.S. § 67.708(b)(1)-(30), and other allowable privileges under Pennsylvania law. Should the PRPA receive a RTKL request for responses to this RFQ, the PRPA shall notify Respondents of the request to permit Respondents to participate in the process prescribed by the RTKL for response and appeal should they so choose. Notwithstanding such notification, the PRPA expressly reserves its rights and obligations to respond to any request for records received under the RTKL in any manner it elects, and specifically to determine the applicability of any exception to public disclosure contained within Section 708(b) of the RTKL, without consultation with any Respondents.

Following an award pursuant to this procurement, or in the event all responses to the subsequent RFP are rejected, all responses to this RFQ may be subject to disclosure in response to a request for public records received by the PRPA under the RTKL. Accordingly, if any Respondent submits a response to this RFQ or any other request in this process that contains confidential proprietary information or trade secrets, a signed written statement to this effect must be provided with the submission in accordance with 65 P.S. § 67.707(b) in order for the information to be considered exempt from public disclosure under 65 P.S. § 67.708(b)(11). In the event a denial of access to records premised on the confidential proprietary exception contained in Section 708(b)(11) is appealed by a requester, the costs of defending any such denial shall be borne by the Respondent having submitted the written statement required herein. Financial information requested in this RFQ and submitted in response hereto is expressly exempt from public disclosure under Section 708(b)(26) of the RTKL.

Interested parties are encouraged to familiarize themselves with the provisions of the Pennsylvania RTKL and to secure legal advice concerning the exceptions to public records disclosure contained within 65 P.S. § 67.708(b).

6.4 Organizational Conflict of Interest Any person or firm under contract with the PRPA or the Commonwealth in connection with the Project, or who has provided to the PRPA or the Commonwealth any service, advice, consultation or otherwise in connection with the Project, including those individuals and entities listed below in this Section 6.4, will not be allowed to participate in any capacity with a Respondent. Any person or firm previously under contract with the Commonwealth in connection with the Project (including with respect to the preparation of preliminary plans, planning reports or other project development products for the Project) may be able to participate with a Respondent, if such firms first submit a written request for a determination of no

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25 conflict from the PRPA and receive written confirmation that they may participate or conditionally participate with a Respondent.

Entities that the PRPA has identified as being currently under contract or involved with the Project (including via affiliations with Board members of the PRPA) and are therefore considered to have a conflict of interest and are prohibited from teaming with, providing any advice or discussing any aspect relating to the Project with any Respondent include the following:

 Ballard Spahr LLP  Brandywine Realty Trust  Chester Community Charter School  Elliott Greenleaf  Ernst & Young Infrastructure Advisors, LLC  Hatch Mott MacDonald, LLC  HNTB Corporation  IBEW Local Union 98  Kenneth R. Schuster & Associates, P.C.  Martin & Associates  Mayer Brown LLP  McNichol, Byrne, Matlawski, P.C.  Pilots’ Association for the Bay and River Delaware  Teamsters Local 929  Union Packaging  Waste Management, Inc.  Whitehouse Group Inc.

Any entity that is a parent, affiliate or subsidiary, at any tier, of any of the foregoing entities or that is under common ownership, control or management with any of the foregoing entities (“Related Entities” of the foregoing), may also be precluded from participating on or advising a Respondent due to an organizational conflict of interest.

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26 7

Section 7

PRPA Reserved Rights and Disclaimers

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27 7 PRPA RESERVED RIGHTS & DISCLAIMERS 7.1 Reservation of Rights The PRPA reserves all rights available, reserved or afforded by law and in equity, including the rights to modify the procurement process to address applicable law and/or the best interests of the PRPA and the Commonwealth of Pennsylvania; to not develop the Project; to develop the Project itself; to develop the Project in any manner that, in its discretion, it deems necessary; to modify any and all dates and deadlines stated or projected herein; to reject any and all SOQs, submittals and responses to this RFQ at any time; to terminate evaluation of any and all SOQs, submittals and responses to this RFQ at any time; to require confirmation by the Respondent of information furnished in an SOQ or otherwise made in response to this RFQ, to the satisfaction of the PRPA in its discretion; to issue addenda, supplements and modifications to this RFQ, including modifications, revisions or other changes to the evaluation criteria or methodology at any time before the RFQ response due date; to issue a new RFQ after withdrawal of this RFQ; to waive deficiencies, informalities and irregularities in a SOQ, accept and review a non-conforming SOQ, or permit or request clarifications or supplements to a SOQ; to respond to all, none or some of any inquiries, questions and/or requests for clarification received relative to this RFQ; and to disqualify a Respondent for violation of the rules or requirements of this RFQ or in any other communication from the PRPA, or due to a conflict of interest or other conduct or behavior manifesting a lack of responsibility. The PRPA may disclose information contained in a SOQ or other response to this RFQ to the public as required by applicable law, as interpreted in its discretion and/or as stated in this RFQ. Submission of an SOQ or other response to this RFQ constitutes acceptance of Section 7.1 of this RFQ.

7.2 RFP Evaluation Criteria Respondents are advised that the RFP evaluation criteria will differ from the criteria used to evaluate the responses to this RFQ. However, information submitted in an SOQ or otherwise in response to this RFQ by Respondents deemed qualified may be considered in connection with the review of a response to a RFP.

7.3 No Commitment to Contract This RFQ does not commit or bind the PRPA to enter into a contract or proceed with the procurement described herein.

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28 Section 8

Protest Procedure and Sovereign Immunity

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29 8 PROTEST PROCEDURES AND SOVEREIGN IMMUNITY 8.1 Protest Procedures A Respondent that is aggrieved in connection with the selection of the Short-listed Respondents or any other decision made by the PRPA as a result of this RFQ must file a verified protest with the Executive Director of the PRPA in writing within seven calendar days after the time the Respondent knows or should have known of the facts giving rise to the protest. Protests received after such seven calendar days are untimely and can be disregarded by the Authority in its discretion, and any claim or assertion that is not raised in a protest shall be deemed irrevocably waived. If a protest is not resolved by mutual agreement, the Executive Director shall promptly, but in no event later than 60 calendar days from the filing of the protest, issue a decision in writing stating the reason for the action taken. No action may be commenced in a court of competent jurisdiction in connection with any decision made by the PRPA resulting from this RFQ unless the Respondent has exhausted the process and remedies set forth in this Section 8.1.

8.2 Legal Liabilities and Proceedings Relevant to the Project 55 P.S. § 697.18 (Sovereign Immunity) applies to this RFQ specifically and to the overall Project procurement process.

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30 Appendices and Forms

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Appendix A-1 APPENDIX A Definitions and Rules of Interpretation

In addition to the terms otherwise defined in this RFQ, the following terms have the following meanings:

Equity Member – A member of the Respondent that is (a) if the Respondent is a joint venture, a member of the joint venture, (b) if the Respondent is or will be a newly formed limited liability entity, an equity owner of the Respondent or (c) if the Respondent is a corporation or other entity that is not newly formed, the Respondent.

Guarantor – A parent company or affiliate company of an Equity Member of the Respondent that has demonstrated financial capability and is expected to guarantee the obligations of the Respondent or any Equity Member of the Respondent under the Development Agreement.

Key Personnel – The personnel listed in Appendix C-3 attached to this RFQ.

Lead Contractor – The member of the Respondent, whether a single entity or joint venture, primarily responsible for the construction of the Project.

Lead Engineering Firm – The member of the Respondent, whether a single entity or joint venture, primarily responsible for the design and engineering of the Project.

Lead Operator(s) – The member of the Respondent, whether a single entity or joint venture, primarily responsible for the operations of the Project, or where more than one distinct operations, the single entity or joint venture primarily responsible for each of the operations of the Project

Major Non-Equity Member – The Respondent’s Lead Engineering Firm, Lead Contractor and Lead Operator, to the extent they are not Equity Members.

Project Website – The PRPA’s website that hosts information related to the Project and this RFQ.

Respondent – The named interested party, whether a single entity, joint venture or other legal entity form, that submits a SOQ in response to this RFQ.

Respondent Team – The Respondent, each Equity Member, any Guarantor, each Major Non-Equity Member, each Key Personnel and any other contractor or subcontractor by the Respondent in its SOQ as a member of the Respondent Team.

Site 1 Conceptual Development Plan – A Conceptual Development Plan submitted in accordance with the requirements of Appendix C-1 that proposes to use Site 1, either alone or in concert with Site 3.

Site 2 Conceptual Development Plan – A Conceptual Development Plan submitted in accordance with the requirements of Appendix C-1 that proposes to use Site 2, either alone or in concert with Site 3.

Rules of Interpretation

Number and Gender – In this RFQ, terms defined in the singular have the corresponding plural meaning when used in the plural and vice versa, and words in one gender include all genders.

Headings – The division of this RFQ into sections and subdivisions is for convenience of reference only and shall not affect the construction or interpretation of this RFQ. The headings in this RFQ are not intended to be full or precise descriptions of the text to which they refer and shall not be considered a part of this RFQ.

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Appendix A-1 References to this RFQ – The words “herein”, “hereby”, “hereof”, and “hereunder” and words of similar import refer to this RFQ as a whole and not to any particular portion of it. The words “Section”, “paragraph”, “sentence”, “clause”, and “Appendix” mean and refer to the specified section, paragraph, sentence, clause or appendix of, or to, this RFQ. A reference to a subsection or clause “above” or “below” refers to the denoted subsection or clause within the Section in which the reference appears.

References to Any Person – A reference to any person at any time refers to such person’s permitted successors and assigns.

Meaning of Including – In this RFQ, the word “including” (or “include” or “includes”) means “including without limitation” and shall not be considered to set forth an exhaustive list.

Meaning of Discretion – In this RFQ, the word “discretion” with respect to any person means the sole and absolute discretion of such person.

Meaning of Promptly – In this RFQ, the word “promptly” means as soon as reasonably practicable in light of then-prevailing circumstances.

Trade Meanings – Unless otherwise defined herein, words or abbreviations that have well-known trade meanings are used herein in accordance with those meanings.

Laws – Unless specified otherwise, a reference to a law is considered to be a reference to (a) such law as it may be amended, modified or supplemented from time to time, (b) all regulations and rules pertaining to or promulgated pursuant to such law, (c) the successor to the law resulting from re- codification or similar reorganizing of such laws and (d) all future laws pertaining to same or similar subject matter.

Currency – Unless specified otherwise, all statements of or references to dollar amounts or money in this RFQ are to the lawful currency of the United States of America.

Times – All times in this RFQ are for Eastern time in Philadelphia, Pennsylvania.

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Appendix A-2 APPENDIX B Technical Information Concerning the Southport Sites and the Project

1. Existing Uses of PRPA Property

The following chart presents term and renewal information for the current tenant arrangements for each of the PRPA’s existing facilities.

PRPA Facility Tenant Commencement Expiration Renewal Annual Base Date Date Terms Rent Forest Products Penn City 10/16/1998 6/30/2018 Two, Five- $547,565 Center Investments, Inc. Year Terms Pier 82 South Penn 3/27/2001 12/31/2023 Two, Five- $281,090 Warehousing & Year Terms Distribution Pier 84 South Dependable 4/1/1994 4/30/2018 None $484,492 Distribution, Inc. Packer Avenue Astro Holdings, 3/5/1991 12/31/2022 Contingent – $1,018,533 Marine Terminal Inc. Two, Ten- Year Terms Pier 122 South North East 3/17/2008 3/31/2033 Four, Five- $243,600 Energy Year Terms Terminals, LLC Pier 124 South Eco-Energy 2/7/2014 1/2/2024 Two, Five- $200,000 Berth Distribution- Year Terms Philadelphia, LLC Pier 124 North The Vane 7/31/2007 Month-to- None $200,000 Berth Brothers Month Company Tioga Marine Kinder Morgan 1/29/2010 12/31/2019 Five, One- $260,228 Terminal – Liquid Liquid Terminals, Year Terms Bulk LLC Tioga Marine Delaware River 11/1/2002 10/31/2022 None $750,000 Terminal – Main Stevedores, Inc. Food Distribution Essington 1/31/2011 1/30/2051 None $897,699 Center Avenue Partners II Auto Processing Philly RORO 9/8/2009 1/31/2020 None $1,088,563 Facility Partners, LLC Tioga Bulk Scrap Camden Iron & 2/17/2012 1/31/2027 Two, Ten- $250,000 Lot Metal Year Terms

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Appendix B-1 2. Southport Sites Detailed Description

The Southport Marine Terminal and Southport West Terminal are two adjacent parcels totaling approximately 200 acres within the former Philadelphia Navy Yard. The site has been progressively demolished and leveled by the PRPA. Pier 124 North Berth is an optional parcel available for use with Sites 1 or 2 and consists of a finger pier berth and partial use of the wharf area.

2.1 Site 1 - Southport Marine Terminal

Figure 1: Site 1 – Southport Marine Terminal

The Southport Marine Terminal Site consists of approximately 119 acres and is currently permitted for construction and operation as a container terminal that at full build-out could include the following components:

 A 2,128-foot (ft.) marginal wharf, a utility trench and pile-supported crane rails to provide two 1,064-foot berths for containerized cargo ships;

 Six electric-powered, post-Panamax container cranes; and

 A paved and permeable container yard that provides for the loading, offloading and on-site storage of containers and trailer chassis as well as the necessary infrastructure and utilities for a fully operational container yard that can accommodate a planned throughput up to approximately 1.1 million TEUs per year.

Based upon the conceptual site development plan, the PRPA has implemented the required environmental mitigation for this site, all of which environmental mitigation has been completed by the PRPA. The following table itemizes the various specific mitigation efforts undertaken by the PRPA.

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Appendix B-2 Area In Final Design Habitat Type Permit Plan Area (Acres) (Acres) Vegetated Intertidal Wetland Creation Including Culvert Removal 8.22 8.22 Intertidal Mudflat Creation 3.30 3.30 Intertidal Wetland Restoration Enhancement, Invasive Species 13.65 13.65 Management Shallow Subtidal Preservation 1.29 1.30 Submerged Aquatic Vegetation (SAV) Habitat Creation 3.25 3.29 Deep Subtidal (Lagoon) Preservation 0.99 1.04 Upland Restoration/Buffer 4.25 4.26 Redbelly Turtle Nesting Habitat 0.45 0.45 TOTAL 35.40 35.51

To the extent that the proposed development is not consistent with the conceptual plan, potential further environmental mitigation could be required. Note, however, that the PRPA is not precluding other permissible uses for this site.

2.2 Site 2 - Southport West Terminal

Figure 2: Site 2 – Southport West Terminal

The Southport West Terminal Site is a parcel of land consisting of approximately 75 acres and is available for development. Potential usages of Southport West Terminal include oil and gas storage and transfer, container storage and automobile processing and storage, as well as warehousing and distribution center.

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex September 23, 2015

Appendix B-3 Vessel berthing at the site is technically achievable, though regulatory approvals for dredging and/or in- water structures would need to be obtained. An offshore dolphin berth and approach trestle could be utilized given the shallow offshore bathymetry.

The historic hangar structure located on site is eligible to be placed on the Historic Preservation Act National Register, but has not been to date. The hangar could potentially be incorporated into a proposed development as a structural enclosure for administration or warehousing, relocated offsite or even demolished, if other options fail, insofar as the PRPA is technically exempt from the preservation requirement.

2.3 Site 3 – Pier 124 North Berth

Figure 3: Site 3 – Pier 124 North Berth

Site 3 of the Southport Sites is comprised of the north berth of Pier 124, an earth-filled timber finger pier, 1,132-foot long by 167-foot wide, which is separate from the main site and is located approximately 600 feet away within the adjoining cove. A newly developed four-lane road connects Site 3 with the other Southport Sites.

The north berth is currently used as a lay berth for barges on a short-term lease. Water depths within the north berth are approximately 15 feet deep, according to navigation charts.

In close proximity to this parcel are two materials handling operations, a barge operation for the transfer of liquid ethanol at the south berth of Pier 124 and a dry bulk fertilizer transfer operation at the north berth of Pier 122, the adjacent finger pier. These operations are closely regulated by the U.S. Coast Guard via site specific operation plans that could include conditions that limit the use of an adjacent berth.

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex September 23, 2015

Appendix B-4 Respondents should take note that the south berth of Pier 124 South is currently under lease until 2024 and is not subject to this RFQ.

3 Site Access Marine

The Southport Sites are located on the Delaware River, approximately 120 miles from the Atlantic Ocean; approximately 6 hours’ sailing time for ocean-going vessels. The Delaware River Federal Navigation Channel (the “Channel”) is maintained by the United States Army Corps of Engineers (“ACOE”).

In June 2008, the ACOE signed a Project Partnership Agreement with the PRPA to deepen the lower 105 miles of the Channel to Elevation -45 ft below mean lower low water (MLLW) (the “Deepening Project”). The Deepening Project extends from Delaware Bay past the Southport Sites to the Ben Franklin bridge. The first phase of the Deepening Project commenced in March 2010 and is currently nearing the 80% completion mark, and it is anticipated that the Deepening Project will be complete in 2017. The Commonwealth has invested over $100 million in the Deepening Project to date as the non-Federal sponsor, and the Commonwealth has been an active participant with the ACOE to ensure timely completion of the Deepening Project.

The Channel will remain at -40 feet from the Ben Franklin bridge to Newbold Channel, some 25 miles upriver from Philadelphia. Maintenance dredging of the Channel will be carried out by the ACOE to the permitted depths of the channel.

Rail

CSX Corporation, Norfolk Southern Railway and Conrail Shared Assets maintain rail service adjacent to the Site.

CSX Corporation

CSX Transportation (CSXT) owns the branch line that serves the port area. CSXT provides Norfolk Southern Railway (NS) with trackage rights to serve its yard located adjacent to Southport. In addition, CSXT provides trackage rights to Conrail Shared Assets (CSA) – a railroad set up to handle customers of both CSXT and NS to handle the “loop” tracks around the four storage domes.

CSX Intermodal (CSXI) operates Greenwich Yard, an 80-acre intermodal (truck to train) transfer facility near Southport, which opened in 2000. Greenwich Yard is less than 1 mile away from Southport and is currently operating at 30% capacity. Currently CSXI provides overnight container service from Greenwich Yard to Cleveland and Chicago with connections to the west.

CSXT also owns a now-disused site known as Ameriport, adjacent to Greenwich Yard, which could provide facilities to support other Southport operations.

Norfolk Southern Railway (NS)

NS has established an intermodal facility (currently not operational) on its property just north of the Southport site that separates Southport from CSXT. In discussions with NS, the facility could support drays from Southport in the future.

A direct on-dock service connected to Southport through the NS property could also be achieved as part of a combined development with NS, to serve both conventional cargo or energy usages of the Southport Sites.

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex September 23, 2015

Appendix B-5 Road

A newly built four-lane road connects the Southport Sites to Interstates I-76 and I-95 (approximately 2.5 miles to/from South Delaware Avenue). The PRPA is responsible for the maintenance of this new road.

4. Other Technical Details for the Southport Sites and the Project

Respondents may see the utilities diagram(s) included among the Project Documents for additional detail concerning the utilities that service the Southport Sites.

4.1 Utilities Electric

Electrical Substation 677 is the only substation remaining active on the Southport Sites, and it is housed to the east of the existing hanger on Southport West. Formerly utilized to distribute power throughout the entire complex, today the substation remains active and is used for minor loads. Ancillary onsite substations have been demolished.

Presently the Southport Sites are energized from a private electric grid managed by the Philadelphia Industrial Development Corporation (PIDC) and operated by DTE Energy. The private energy grid obtains its electrical utility power from its regional utility partner Philadelphia Electric Company (PECO).

Substation 677 is energized upstream from Substation 664 through an approximately one-mile-long underground duct bank.

Electrical power for each of the Southport Sites will need to be coordinated with PECO in conjunction with PRPA.

Water Service

The water service is supplied from a single connection to the Philadelphia Water Department distribution system at the Navy Yard, westward of the Southport Sites.

Sewer

A force main sewer pipe exists on site and follows a similar alignment as the water main, with a new segment beneath the connector road and a pre-existing east-west segment traversing the Southport Sites. The force main connects to a gravity sewer which in turn finally discharges into a Philadelphia Water Department gravity sewer past the west end of the site.

Gas

An 8-inch gas service line from the Navy Yard approaches Site 1 from the west and reduces to 3 inches as it enters Site 1.

Stormwater

An existing 36-inch diameter storm drain traverses the Southport Sites and discharges into the Delaware River approximately at the junction of Site 1 and 2.

4.2 Pipelines Refined Petroleum Products

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex September 23, 2015

Appendix B-6 A complex network of Refined Petroleum Products exists in the local region, connecting the various current and former refineries to facilities along the northern reaches of the Delaware River.

Natural Gas

A number of major natural gas lines connect the Philadelphia region with Western Pennsylvania – converging from the west in Chester County West of the Philadelphia Airport. A number of branches traverse the Delaware River into New Jersey.

There is a Transco gas line that enters the Southport Sites at the Packer Marine Terminal; this line may represent some feed potential for the Southport Sites.

4.3 Dredging Dependent on proposed conceptual plans, dredging may be required at the Southport Sites. The Delaware Navigation Channel is currently being dredged to a depth of 45 ft. Water depths at Site 1, Site 2 and Site 3 are 10-15 feet, less than 10 feet and 15 feet, respectively.

The east side of Site 1 is currently permitted for a terminal that would contain two dredged berths for container vessels. Regulatory approvals for dredging and/or in-water structures would need to be obtained for vessel berthing at the Site 2 and Site 3. Approvals would also be required for any additional/alternative dredging required at Site 1.

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex September 23, 2015

Appendix B-7 APPENDIX C-1 SOQ Submittal Requirements – Conceptual Development Plan

Each Respondent must provide a narrative description of the commercial, financial and technical elements of its proposed development plan (collectively, the “Conceptual Development Plan”), which may be either a Site 1 Conceptual Development Plan and/or a Site 2 Conceptual Development Plan. The PRPA understands that all information provided in the Conceptual Development Plan is preliminary in nature and, therefore, not a firm commitment or binding offer. However, the PRPA expects that each Respondent will have conducted enough analysis and diligence to provide a level of detail that will be sufficient for PRPA’s assessment of the Respondent’s ability to deliver the Project in a manner that will achieve each of the Project goals listed in Section 1.3 of the RFQ.

The Conceptual Development Plan must include, at a minimum, each of the sections described below. The maximum length of each Conceptual Development Plan is 25 pages. Only one Site 1 Conceptual Development Plan and/or one Site 2 Conceptual Development Plan may be submitted by a Respondent. To the extent that a Respondent submits both a Site 1 Conceptual Development Plan and a Site 2 Conceptual Development Plan, each such plan should include information describing any anticipated benefits or efficiencies that might exist with respect to the Respondent’s combined approach for the Southport Sites, as set forth in the Site 1 Conceptual Development Plan and the Site 2 Conceptual Development Plan.

Conceptual Required Information and Instructions Development Plan Sections 1. Commercial/General This section should provide an overview of - (A) the specific industrial or commercial Information development activities and related facilities that the Respondent proposes to design, construct, finance, operate and maintain; (B) key elements of the anticipated commercial operations; and (C) the relationships among the members of the Respondent Team, if applicable, and between the anticipated developer entity and PRPA. At a minimum, this section should include the following information:

(i) Proposed use of each applicable Southport Site split into short-term (0-5 years), medium-term (6-15 years) and long-term (16+ years). (ii) Key commercial operations – (A) type(s) of cargo to be handled as part of the Project; (B) shipping lines, offtakers, manufacturers or other anticipated customers or types of customers; (C) business development plan for generating revenues and projections regarding Project revenues. (iii) Estimated economic impact – (A) job creation, including a summary of types of jobs, timescale (short-term, medium-term and long-term, as above) and their expected location; (B) tax revenues to the City of Philadelphia and the Commonwealth; (C) any direct benefits to the PRPA, e.g., annual lease payment or revenue sharing; and (D) any other potential economic impacts for Philadelphia, the Commonwealth or the region. Information regarding the methodology used by the Respondent for determining the estimated economic impact should be provided sufficient to permit the PRPA and its advisors to evaluate the reasonableness and veracity of the estimated economic impact. (iv) Roles and responsibilities of each member of the Respondent Team in the Project and anticipated responsibilities of the PRPA with respect to the Project, if any.

2. Preliminary Financial This section should describe - (A) the Respondent’s anticipated approach(es) to Plan financing and funding the Project; (B) any request for a direct or indirect contribution of public funds, subsidy or other financial support for the Project that the Respondent believes is required in order for its Conceptual Development Plan to be financially feasible; (C) the Respondent’s insights regarding any potential federal or state credit assistance programs and their potential applicability to its Conceptual Development Plan; and (D) any other relevant financial information to evidence the Respondent’s understanding of the key financial and commercial issues that are likely to be involved in

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex September 23, 2015

Appendix C-1-1 delivering the Project. With respect to any request for direct or indirect contribution of public funds, subsidy or other financial support, Respondents are encouraged to explore alternative or novel approaches to the provision of such financial assistance, in addition to the provision of such assistance either directly or through conventional programs. Respondents should provide details as to alternative or novel approaches (e.g., low/no interest Commonwealth loans, lines of credit, loan guarantees, minimum revenue guarantees and tax/or other incentives, along with the potential impact to the direct financial assistance that would otherwise be required). At a minimum, the Preliminary Financial Plan must contain the following information: (i) Estimated total project costs, including upfront capital costs and ongoing operations and maintenance costs; (ii) Options/sources/structure(s) the Respondent anticipates pursuing to obtain the financing and funding required to complete construction of the Project; each Equity Member’s process to secure appropriate commitments to guarantee its proposed Project equity contribution; (iii) Any perceived challenges to financing and funding the Project, or to achieving a more efficient financing plan and potential approaches to overcoming these challenges; (iv) Key credit strengths and weaknesses of the Project and potential mitigants for the weaknesses; (v) If the Respondent needs to request public funds or other financial support from PRPA or the Commonwealth, the form of support required, minimum amount required, timing of when such support would be required and the likely impact on the Respondent’s Conceptual Development Plan and ability to continue to pursue the Project if no support (or substantially less than the requested amount) were to be available; and (vi) External financial advisors engaged (or that will be engaged) to assist the Respondent (if any) and/or internal/affiliate financial experts assigned to lead the development of the financial portions of the Proposal that will be submitted in the response to a future RFP and their general capabilities and project finance experience.

3. Preliminary Technical This section should address the proposed conceptual project plan, the conceptual site Approach plan, marine issues, permitting, equipment and operations/maintenance.

Conceptual project plan (a) Communicate the proposed conceptual project plan by describing the anticipated project life cycle, including: (i) Planning  Approach and project delivery sequencing  General layout & site configuration  Use of/connection to existing infrastructure  Proposed river access  Approach to safety and environmental stewardship  Design/construction  Construction activities required  Proposed timetable for construction (ii) Operations/maintenance  Operational approach to maximize site efficiency (iii) Decommissioning  Estimated timeline  Potential site remediation requirements (b) Respondents’ description shall address delivery and phasing of project elements. (c) Respondents shall describe the expectations of the roles that the PRPA will play in the conceptual project plan throughout the project life cycle.

Conceptual site plan (a) Provide site plan(s) showing how the applicable Southport Site(s) will be utilized. Multiple plans may be required to show intended phasing/site build out. The site

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex September 23, 2015

Appendix C-1-2 plan(s) shall include: (i) General layout & site configuration (ii) Use of/connection to existing infrastructure (iii) Proposed river access (iv) If joint uses are proposed, provide clear representation of proposed site usage with boundary limits (v) Identify any and all required exclusion limits around facilities as required for safe operation, both within the boundaries of the applicable Southport Site(s) and adjacent sites

Marine (a) Respondents shall describe anticipated loading/unloading equipment requirements. (b) Respondents shall provide a description of anticipated current/future berth dredging requirements. (c) Respondents shall include berthing requirements on the site plan. Indicate anticipated vessel fleet profile.

Permitting (a) The Respondent shall describe permitting requirements for developing the Southport Sites as proposed by the Respondent. Description shall include: (i) A list of required permits (ii) Estimated schedule for obtaining permits (iii) Who will be responsible for obtaining required permits (iv) Any work that will be required by PRPA in connection with these permits (v) Any risks associated with permit approval

Equipment (a) Respondents shall provide a list of major equipment items required as per their proposed Concept Plan. (b) If gas/oil pipelines are required, the Respondent shall provide concept routing for delivery. (c) Respondents shall describe any unusual utility or other infrastructure requirements entering/exiting the site (power, rail, gas, water, electric, etc.).

Operations/Maintenance (a) Respondents shall provide evidence demonstrating their ability to operate and maintain the project as per the conceptual project plan. They shall: (i) Describe the operations of the proposed facility and any entities used (self-perform or subcontracted by activity); (ii) If defined at this point, provide any description of anticipated major equipment onsite and expected performance metrics/throughput; (iii) Describe how the site will be successfully operated and maintained, including routine facility and equipment maintenance, operations management, stevedore management and operations (if applicable), labor relations, administration and public relations and emergency operations; (iv) Describe the preventative maintenance approach that would be implemented to maintain assets; and (v) Describe the plan for conducting the necessary marketing to attract and maintain customers.

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex September 23, 2015

Appendix C-1-3 APPENDIX C-2 SOQ Submittal Requirements – Financial Qualifications and Capability

Financial Submittal Required Information and Instructions 1. Project Financing (a) Form 1: The Respondent must complete Form 1 in relation to other infrastructure Experience – Form 1 projects relevant to the Site 1 Conceptual Development Plan or Site 2 Conceptual Development Plan, as applicable, to evidence its experience with financing similar projects. Respondent should consider the following in determining which projects to list in Form 1: (i) The status of the identified projects (for example, degree of completion); (ii) How recent the projects are (all project financings should have been undertaken within the past seven years); (iii) The role that a Respondent Team member or proposed personnel played on the project; (iv) The relevance of the experience to the Respondent’s proposed business plan; and (v) The relevance of the experience to the firm’s proposed role on the Project.

(b) Projects Narrative: In addition to completing the table in Form 1, the Respondent must provide an attachment with more detailed narrative descriptions of a minimum of 3 and not more than 5 projects (the “Projects Narrative”). The selected projects in the narrative should be those that the Respondent believes are most relevant to the Site 1 Conceptual Development Plan or Site 2 Conceptual Development Plan, as applicable and reflective of its financing experience. The Respondent should include more detailed information about these projects’ debt facilities/structures than the information contained in Form 1.

(c) Projects References: For each of the projects described in the Projects Narrative, the Respondent must provide a reference who was involved in the project’s negotiation of commercial and financial terms. For each reference, Respondent must provide the reference individual’s name, title, telephone number and e-mail address. If a reference cannot be reached or does not respond to the PRPA’s request for information, the PRPA reserves the right to disqualify the relevant project from consideration in its evaluation.

(d) Other instructions for this financial submittal: (i) Number of reference projects listed on Form 1: Minimum of 3 and maximum of 5 projects (ii) Maximum length of Projects Narrative: 1 page for each project (iii) Maximum length of Projects References: N/A (iv) Submitting Parties: Respondent 2. Financial Officer (a) Respondent must complete and submit the Financial Officer Certificate executed Certificates by the Chief Financial Officer (or equivalent) of each submitting party listed below, dated not earlier than seven calendar days prior to the SOQ Due Date (the “Financial Officer Certificate”). This document will provide relevant information about the Respondent that is not typically available from the audited financial statements in order to support the PRPA’s assessment of Respondent’s financial strength.

(b) To the extent that a Financial Officer Certificate is from a Guarantor, Respondent shall provide confirmation of such Guarantor’s intention to support the Equity Member, Lead Contractor or Lead Operator, as applicable, with the financial, human resources and other support needed by such entity to successfully satisfy its obligations in respect of the Project.

Other instructions for this financial submittal:  Maximum length: N/A  Submitting parties: the Financial Information must provide the required information with respect to each of the following entities - Equity Member(s);

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex September 23, 2015

Appendix C-2-1 Lead Contractor; Lead Operator; and Guarantor(s) of the above entities 3. Audited Financial (a) Respondent must provide financial statements for the submitting parties listed Statements below for the three most recent fiscal years to evidence the Respondent’s financial capacity to deliver the Project.

(b) The financial statements must include the following: (i) Opinion Letter (auditor’s report); (ii) Balance Sheet; (iii) Income Statement; (iv) Statement of Cash Flow; and (v) Notes to the accounts.

(c) Submissions of financial statements must comply with the following requirements: (i) Audited Financial Statements: Financial statements must be audited by a certified public accountant or equivalent for foreign entities. If audited financial statements are not available for any entity, provide unaudited financial statements for such entity, certified as true, correct and complete by its Chief Financial Officer or equivalent for that entity; (ii) US GAAP/IFRS: Financial statements must be prepared in accordance with generally accepted accounting principles used in the United States (“US GAAP”) or International Financial Reporting Standards (“IFRS”). If any entity provides financial statements that are prepared in accordance with principles other than US GAAP or IFRS, a letter must be provided from a certified public accountant, or equivalent, discussing the areas of the financial statements that would be affected by a conversion to US GAAP or IFRS. The PRPA reserves the right to request clarification or additional information, as needed, in order to facilitate its review of those financial statements; (iii) New Entities: If any entity required to submit financial statements is a newly formed entity and does not have independent financial statements, such entity shall expressly state that it is a newly formed entity and does not have independent financial statements meeting the requirements above and shall provide financial statements otherwise consistent with those required hereby for each of its shareholders/equity members; (iv) SEC Filings: If any entity for whom financial statements are submitted files reports with the U.S. Securities and Exchange Commission, then such entity must provide electronic links to the most recently filed Forms 10 K, 10-Q and 8-K for all such reporting entities in lieu of hard copies; (v) English/U.S. Dollar: Information in the financial statements must be provided in English and U.S. Dollars, as applicable. If financial statements are prepared in a language other than English, an English translation must be provided. If financial statements are converted from a foreign currency into U.S. Dollars, the conversion method(s) must be explained in an attachment and must be reasonable. Translation at the average period rate for Income Statements and Cashflow Statements and period end rate for Balance Sheet Statements shall be appropriate; and (vi) Format: In addition to all other electronic information requested in this RFQ, each Respondent must submit a copy of all financial statements electronically in searchable PDF format on one or more CDs, DVDs or other memory device. Respondents must also submit standard unlocked and unprotects Microsoft Excel workbooks containing the balance sheet, income statement and statement of cash flows as disclosed in each set of the audited financial statements. For each entity providing financial statements, one worksheet should be used for each of the balance sheet, income statement and statement of cash flows, with figures for each of the three most recent years in separate columns, in chronological order, from left to right.

Other instructions for this financial submittal:  Maximum length: N/A  Submitting parties: the Financial Information must provide the required information with respect to each of the following entities - Equity Member(s);

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex September 23, 2015

Appendix C-2-2 Lead Contractor; Lead Operator; Guarantor(s) of the above entities

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex September 23, 2015

Appendix C-2-3 APPENDIX C-3 SOQ Submittal Requirements – Technical Qualifications and Capability

Technical Required Information and Instructions Qualifications Submittal 1. General (a) Respondents must provide technical qualifications to demonstrate sufficient prior experience necessary to deliver the Conceptual Development Plan.

(b) Respondents must demonstrate adequate qualifications in such items as: comparable projects; marine experience; utility and transportation related experience; local/regional experience; construction capability; construction management; design team experience; working history of the Respondent Team members and operations skill and experience. 2. Corporate (a) Respondents shall provide a corporate organizational chart depicting the structure Qualifications/ of the Respondent. This shall include Respondent Team members responsible for Experience the following: (i) Planning; (ii) Design/construction; (iii) Operations/maintenance; and (iv) Decommissioning.

(b) Respondents shall provide corporate team member profiles to demonstrate the qualifications and capability of the Respondent with planning, designing, constructing, operating, maintaining and decommissioning comparable projects to the Project as outlined in the Conceptual Development Plan. The following information shall be included: (i) The extent and depth of the experience of the Respondent Team with comparable projects, project delivery methods and responsibilities as are anticipated to be within the Respondent’s scope of work and any specific experience with concessions, PPP contracting, design-build contracting and/or any variation thereof; (ii) The extent, depth and success of the Respondent in working together as an integrated team; and (iii) The extent to which the proposed organization demonstrates stability and is capable of functioning as a well-integrated design-build-finance-operate- maintain team that will effectively manage all project risks, resolve issues and work with the PRPA to achieve timely delivery of a high-quality Project. 3. Project Member (a) Respondents shall provide an organizational chart(s) depicting the structure of the Profiles Respondent’s Key Personnel. This shall include those responsible for the following: (i) Planning; (ii) Design/construction; (iii) Operations/maintenance; and (iv) Decommissioning.

(b) Respondents shall provide individual team member profiles to demonstrate the qualifications and capability of the Respondent with planning, designing, constructing, operating, maintaining and decommissioning comparable projects to the Project as outlined in the Conceptual Development Plan. The following information shall be included: (i) The extent and depth of the experience of the members of the Respondent Team with comparable projects, project delivery methods and responsibilities as are anticipated to be within the Respondent’s scope of work and any specific experience with concessions, PPP contracting, design-build contracting and/or any variation thereof; (ii) The extent and depth of experience of the management team and Key Personnel with comparable projects, project delivery methods and personnel roles as are anticipated to be within the Respondent’s scope of work;

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex September 23, 2015

Appendix C-3-1 (iii) The extent, depth and success of the management team and Key Personnel in working together as an integrated team; and (iv) The extent to which the proposed organization demonstrates stability and is capable of functioning as a well-integrated design-build-finance-operate- maintain team that will effectively manage all project risks, resolve issues and work with the PRPA to achieve timely delivery of a high-quality Project. 4. Labor (a) Respondents shall demonstrate a familiarity and experience with organized labor, especially in Philadelphia.

(b) Respondents shall describe how the proposed Conceptual Development Plan will incorporate involvement of local and/or disadvantaged labor. 5. Environmental (a) Respondents shall provide examples of how they will demonstrate environmental sustainability and stewardship in carrying out the Conceptual Development Plan. To ensure environmentally sound, sensitive and sustainable development, Respondents shall discuss their experience with: (i) Business balancing practices that consider tradeoffs between economic benefits and environmental impact; (ii) Energy efficiency technologies that reduce externalities such as water, air and noise pollution; and (iii) Relationship management with environmental stakeholders.

(b) Provide examples of how resilient design will be incorporated in the Conceptual Development Plan. 6. Safety (a) Respondents shall demonstrate their ability to address and resolve safety issues. Specifically, they shall describe their experience and qualifications with: (i) Port safety strategies and methodologies; (ii) Emergency response support; and (iii) Relevant port engineering standards, specifications, policies, practices and processes. 7. Customer Service (a) Respondents shall demonstrate their commitment to achieving the highest standards of customer service and satisfaction. Specifically, the Respondent must highlight their experience and qualifications in the following areas: (i) Facility maintenance and operation experience while maintaining productive ongoing relationships with local governing entities; (ii) Provide world-class customer service to the shipping community; and (iii) Manage labor relations to achieve optimal operations while balancing stakeholder interests.

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex September 23, 2015

Appendix C-3-2 APPENDIX D Form of Non-Disclosure Agreement

NON-DISCLOSURE AGREEMENT

This Agreement is made and entered into by and between Philadelphia Regional Port Authority, an independent agency of the Commonwealth of Pennsylvania (“PRPA”), with a place of business at 3460 N. Delaware Avenue, Philadelphia, Pennsylvania 19134 and ______(“Respondent”), a corporation organized and existing under the laws of the State of ______, with its principal place of business at ______, and shall govern confidential information (“Confidential Information”) that either party may furnish to the other during the period of one year from the date last signed below (“Disclosure Period”).

1. The parties desire to exchange Confidential Information and the parties desire to protect such Confidential Information from unauthorized disclosure and use under the terms and conditions of this Agreement. Therefore, in consideration of the mutual promises made herein, the parties hereby agree as follows:

Each party shall be a “Disclosing Party” with respect to Confidential Information provided to the other for the purposes noted herein. Each party shall be a “Receiving Party” with respect to the disclosure of Confidential Information from the other party. 2. The parties’ representative(s) responsible for disclosing or receiving Confidential Information are:

Gregory V. Iannarelli, Esquire Chief Counsel, Philadelphia Regional Port Authority

Each party may change its designation at any time by written notice to the other party. 3. The purpose of the disclosure is to assist the Receiving Party in its evaluation of and preparation of a response to the Request for Qualifications for the Design, Build, Finance, Operation and Maintenance of the Southport Marine Terminal Complex issued by the Disclosing Party.

4. As used herein, Confidential Information of a Disclosing Party is that information and data that it has not released publicly and that it considers to be confidential. Information and data includes, but is not limited to:

(i) proprietary information, drawings, specifications, designs, schematics, and other technical information.

(ii) sales, marketing, operating, and other business information; financial and pricing information; inventions, discoveries, know-how, trade secrets, techniques, and processes;

(iii) algorithms, software programs, and source code; and

(iv) all record bearing media containing or disclosing such information and data that are disclosed pursuant to this Agreement.

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex September 23, 2015

Appendix D-1 5. The Receiving Party under this Agreement shall use the Confidential Information only for purposes associated with Paragraph 3. In addition, the Receiving Party shall not make copies of the Confidential Information unless reasonably necessary for the purposes associated with Paragraph 3 and if copies are so made each must contain a reproduction of all confidential markings contained in the original.

6. The Receiving Party’s duty to protect Confidential Information disclosed under this Agreement expires five (5) years from the end of the Disclosure Period. Prior to such expiration, a Receiving Party shall preserve the disclosed Confidential Information in confidence in the same manner as it protects its own Confidential Information of a similar nature. This protection shall not be less than a reasonable degree of care to prevent the unauthorized use, dissemination, or publication of the Confidential Information. During this period, the Receiving Party shall make such Confidential Information available only to those of its employees who have a bona fide “need to know” in connection with the purpose of this Agreement, who are informed of the confidential nature of the information, and who are under obligation to that party to preserve such information in confidence. The Receiving Party shall not disclose Confidential Information to any third party without written authorization from the Disclosing Party.

7. The Receiving Party will immediately give notice to the Disclosing Party of any unauthorized use or disclosure of the Disclosing Party’s Confidential Information and agrees to assist the Disclosing Party in remedying such unauthorized use or disclosure.

A. Upon expiration of this Agreement, each party shall cease all use of the other party’s Confidential Information and, at the written request of such other party, shall destroy all tangible copies of such other party’s Confidential Information, including all tangible copies made by the Receiving Party. Notwithstanding the expiration of this Agreement, or the return or destruction of any Confidential Information, each party shall continue to treat Confidential Information received hereunder prior to such expiration or return in confidence, and shall continue to protect, handle and restrict disclosure, copying and use, in accordance with the terms of this Agreement, for the full period of protection specified in Paragraph 6. The provisions of this paragraph shall survive expiration of this Agreement.

B. If PRPA believes it has a reasonable need to maintain any or all of the Confidential Information, it shall notify Respondent of its desire to retain such information and the basis of the reasonable need. Respondent shall have the right to institute a cause of action to direct the return of any and all Confidential Information.

8. A Receiving Party shall have a duty to protect only that Confidential Information which is:

A. disclosed by the Disclosing Party in writing or other tangible form and is clearly marked with a “proprietary”, “confidential”, or similar legend at the time of disclosure; or

B. disclosed by the Disclosing Party in any other manner and is identified as confidential at the time of disclosure and is also summarized and designated as confidential in a written memorandum delivered to the Receiving Party within thirty (30) days of the disclosure.

9. In the event that the Disclosing Party inadvertently or accidentally fails to identify information or data furnished to the Receiving Party as being Confidential Information in accordance with the above provisions, the Disclosing Party may correct such inadvertence or accident by notifying the Receiving Party in writing at any time after the discovery thereof; provided, however, that the Receiving Party shall have no liability whatsoever with respect to any disclosures or uses of the unidentified or unmarked Confidential Information which occurred prior to receipt of such written notification.

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex September 23, 2015

Appendix D-2 10. All Confidential Information shall remain the property of the Disclosing Party. Upon written request of the Disclosing Party, all Confidential Information shall be promptly returned to the Disclosing Party subject to information retained pursuant to Paragraph 7(b) of this Agreement.

11. This Agreement imposes no obligation upon a Receiving Party with respect to Confidential Information which the Receiving Party can show by competent evidence:

A. was in the Receiving Party’s possession before receipt from the Disclosing Party;

B. is or becomes a matter of public knowledge through no fault or negligence of the Receiving Party;

C. is rightfully received by the Receiving Party from a third party without a duty of confidentiality;

D. is disclosed by the Disclosing Party to a third party without a duty of confidentiality on the third party;

E. is independently developed by employees of the Receiving Party who had no substantive knowledge of the Confidential Information of the Disclosing Party at the time of such independent development;

F. is disclosed under judicial or legal requirement, provided however, that the Receiving Party shall first have given the Disclosing Party prior written notice sufficient to enable the Disclosing Party to seek an appropriate protective order; or

G. is disclosed by the Receiving Party with the Disclosing Party’s prior written approval.

12. No right or license, express or implied, under any patent, copyright, trade secret, or other intellectual proprietary right is granted hereunder except the limited right to use as set out in Paragraph 5 above. Neither party has an obligation under this Agreement to purchase or otherwise acquire any item or service from the other party.

13. In furnishing any Confidential Information hereunder, the Disclosing Party makes no warranty, guarantee, or representation, either expressed or implied, as to its adequacy, accuracy, sufficiency, or freedom from defects, or that use or reproduction of any Confidential Information shall be free from any patent, trade secret, trademark, or copyright infringement. The Disclosing Party shall not be liable in damages, of whatever kind, as a result of the other party’s receipt or use of, or reliance on, any such Confidential Information furnished hereunder.

14. PRPA as an independent agency of the Commonwealth of Pennsylvania is subject to the Pennsylvania Right to Know Act. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.1013104 (RTKL) shall apply to this agreement.

If PRPA needs the Respondent’s assistance in any matter arising out of the RTKL related to this Contract, it shall notify the Respondent using the legal contact information provided in this Contract. The Respondent, at any time, may designate a different contact for such purposes upon reasonable prior written notice to the PRPA.

Upon written notification from the PRPA that it requires the Respondent’s assistance in responding to a request under the RTKL for information related to the Contract that may be in the

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex September 23, 2015

Appendix D-3 Respondent’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Respondent shall:

Provide the PRPA within ten (10) calendar days after receipt of written notification, access to, and copies of, any document or information in the Respondent’s possession arising out of this Contract that the PRPA reasonably believes is Requested Information and may be a public record under the RTKL; and

Provide such other assistance as the Commonwealth may reasonably request, in order to comply with the RTKL with respect to this Contract .

If the Respondent considers the Requested Information to include a request for a Trade Secret of Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Respondent considers exempt from production under the RTKL, the Respondent must notify the PRPA and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of the Respondent explaining why the requested material is exempt from public disclosure under the RTKL.

The PRPA will rely upon the written statement from the Respondent in denying a RTKL request for the Requested Information unless the PRPA determines that the Requested Information is clearly not protected from disclosure under the RTKL. Should the Commonwealth determine that the Requested Information is not exempt from disclosure, the Respondent shall provide the Requested Information within five (5) business days of receipt of written notification of the PRPA’s determination.

If the Respondent fails to provide the Requested Information within the time period required by these provisions, the Respondent shall indemnify and hold the PRPA harmless for any damages, penalties, costs, detriment, or harm that the PRPA may incur as a result of the Respondent’s failure, including any statutory damages assessed against the PRPA.

The PRPA will reimburse the Respondent for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by the Office of Open records or as otherwise provided by the RTKL if the fee schedule is applicable.

The Respondent may file a legal challenge to any PRPA decision to release a record to the public with the Office of Open Records, or in the Pennsylvania Courts, however, the Respondent shall indemnify the PRPA for any legal expenses incurred by the PRPA as a result of such a challenge and shall hold the PRPA harmless for any damages, penalties, costs, detriment, or harm that the PRPA may incur as a result of the Respondent’s failure, including any statutory damages assessed against the PRPA, regardless of the outcome of such legal challenge. As between the parties, the Respondent agrees to waive all rights or remedies that may be available to it as a result of the PRPA’s disclosure of Requested Information pursuant to the RTKL.

The Respondent’s duties relating to the RTKL are continuing duties that survive the expiration of this Contract and shall continue as long as the Respondent has Requested Information in its possession.

15. In the event that the PRPA receives a subpoena or any request for the production of such Confidential Information, the PRPA will provide Respondent notice of such request. Within five (5) calendar days of such notice, Respondent shall inform the PRPA (“Notice of Objection”) whether they continue to claim that the Confidential Information that is the subject of the request should not be produced. In the absence of a response within the time prescribed above, PRPA shall presume that Respondent assents to the production of the Confidential Information subject that is the subject of the request, and may, but is not required to release the Confidential Information that is the subject of the request.

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex September 23, 2015

Appendix D-4 A. The Notice of Objection shall identify:

(i) The document(s) deemed confidential and not subject to production;

(ii) The specific reasons for denying production of the document(s) requested, including the citation to any legal authority supporting the denial. If the denial is the result of a claim that a document requested is not a public record, the specific reasons for such claim shall be provided; and

(iii) The name, title and address of the individual(s) on whose authority the denial has issued.

B. Any Notice of Objection shall be sent by both first class mail and by facsimile to the PRPA at:

Philadelphia Regional Port Authority Attn: Gregory V. Iannarelli, Esquire, Chief Counsel 3460 N. Delaware Avenue Philadelphia, PA 19134 Facsimile: (215)-426-6800

C. Respondent shall be responsible for and agrees to pay all attorneys fees and costs incurred by PRPA, including, but not limited to, fees and costs which might be awarded a requester under the Right to Know Act, and fees and costs associated with responding to any appeal, petition for review or other action challenging the denial to produce Confidential Information that Respondent has identified in a Notice of Objection. Respondent shall also be responsible for and agrees to pay all attorneys fees and costs incurred by PRPA associated with moving to quash any and all subpoenas or other similar requests for information directed to the PRPA that Respondent objects to production in a Notice of Objection.

16. Failure by either party to require the other party’s performance of any of the terms of this Agreement, or waiver by either party of any breach of this Agreement by the other party, shall not prevent subsequent enforcement of such term or be deemed a waiver of any subsequent breach thereof.

17. The parties hereto are and shall remain independent parties. This Agreement shall not constitute, create, give affect to, or otherwise imply an employment relationship, agency, teaming arrangement, joint venture, pooling arrangement, partnership, or formal business organization of any kind, nor does this Agreement or the disclosure or receipt of any Confidential Information hereunder constitute an offer, acceptance, promise, or obligation by either party to enter into any additional contract, subcontract, amendment, agreement or other business relationship with the other party. Unless otherwise agreed in writing, each party shall perform hereunder solely at its own cost and expense.

18. Each party agrees to comply with all military security classification and export control laws and regulations of the United States applicable to any Confidential Information disclosed hereunder.

19. Neither party shall assign, nor in any manner transfer, any Confidential Information received hereunder or its interests in this Agreement or any part hereof, without first obtaining the prior written approval of the other party. This Agreement is made for the sole benefit of the parties hereto and no other person or entity is intended to have, or shall have, any rights or benefits hereunder, whether as a third party beneficiary or otherwise.

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex September 23, 2015

Appendix D-5 20. Neither party has an obligation under this Agreement to commercially offer any products using or incorporating the Confidential Information. The Disclosing Party may, at its sole discretion, offer such products commercially and may modify them to discontinue such offerings at any time.

21. Nothing in this Agreement shall be construed to preclude either party from using, marketing, licensing, and/or selling any independently developed software or data processing material that is similar or related to the Confidential Information disclosed under this Agreement.

22. Neither party shall use the other party’s Confidential Information, either directly or indirectly, to design, develop, modify, or fabricate any other products based on or derived in any way from Confidential Information disclosed by the Disclosing Party under this Agreement nor make any other commercial use of such Confidential Information except as specifically provided for in this Agreement.

23. All additions or modifications to this Agreement must be made in writing and signed by both parties.

24. This Agreement is the entire agreement between the parties hereto with respect to the subject matter hereof, there being no prior written or oral promises or representations with respect to such subject matter not incorporated herein. All prior negotiations, representations, discussions, contracts, or agreements concerning the disclosure and protection of Confidential Information by the parties hereto are cancelled and merged herein.

25. The Receiving Party agrees that the breach of the provisions of this Agreement by the Receiving Party will cause the Disclosing Party irreparable damage for which recovery of money damages would be inadequate. The Disclosing Party will, therefore, be entitled to timely injunctive relief to protect the Disclosing Party’s rights under this Agreement in addition to any and all remedies available at law.

26. The invalidity or unenforceability of any provision of this Agreement shall not limit or impair the operation or validity or enforceability of any other provision hereof.

27. This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to the principles of conflicts of law thereof.

[Signatures appear on following page]

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex September 23, 2015

Appendix D-6 This Agreement has been entered into and is effective as of the date last noted below, and is executed by officials duly authorized to bind their respective corporations.

Respondent Philadelphia Regional Port Authority

By: By: Name: Name: Title: Title: Date: Date:

Philadelphia Regional Port Authority Approved as to Fiscal Responsibility & Budgetary Approved as to form and Legality Appropriateness

By: By: Name: Gregory V. Iannarelli, Esquire Name: Title: Chief Counsel Title: Date: Date:

Office of the Attorney General Office of the Budget

By: By: Name: Name: Title: Title: Date: Date:

.

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex September 23, 2015

Appendix D-7 FORM 1 – PROJECT FINANCING EXPERIENCE

PROJECT NAME & STATUS & KEY DATES PROJECT CONSTRUCTION OPERATING PERIOD TOTAL PROJECT DEBT TYPE AND AMOUNT PARTIES Summary STRUCTURE COSTS(1) FINANCING (2) Example Port Terminal Financial Close: 1/1/14 50 year DBFOM $1.1bn 47 years $1.4bn 30 YEAR Taxable Current Equity: [PE Co.] – 500k capacity TEU Construction NTP: 6/1/14 Interest Bonds - $1.0bn A&E Firm: [Design Co.] Container Terminal Operations start: 1/1/17 Equity - $400m Construction: [Build Co.] with 150k ro-ro facility (Expected) Operator – [Manage Co.]

(1) Include nominal value of design-build contract, if applicable (2) Include initial financing. Do not include any refinancing/re-leveraging implemented or planned. (3) Include Respondent Team members and applicable role

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex Development September 23, 2015

Form 1-1 FORM 2 FINANCIAL OFFICER CERTIFICATE

I, [Name], the [Title]1 of [Name of Equity Member or Major Non-Equity Member] (the “Company”) [and the [Title] of [Name of Guarantor Entity] (the “Guarantor”)] 2, do hereby certify as of [Date]3 that:

(a) This Certificate is being executed and delivered in connection with the Statement of Qualifications submitted by [Respondent Name] (the “SOQ”) in response to the Request for Qualifications to Design, Build, Finance, Operate and Maintain the Southport Marine Terminal Complex dated September 23, 2015 (the “RFQ”) issued by Philadelphia Regional Port Authority (“PRPA”).

(b) As to the matters herein set forth below, I either have personal knowledge or have obtained information from officers or employees of the Company [and the Guarantor] in whom I have confidence and whose duties require them to have personal knowledge thereof. I make the certifications herein to PRPA pursuant to the requirements of Section 5 of the RFQ with the intent and understanding that they will be relied upon by PRPA as a basis for the evaluation of the SOQ contemplated by the RFQ.

(c) [Guarantor Support: It is the intention of the Guarantor to support the Company with the financial, human resources and other support needed by the Company to successfully satisfy its obligations in respect of the Southport Marine Terminal Complex development project if the Respondent were to become the developer.]4

(d) Audited Financial Statements: The audited financial statements provided by [the Company] [the Guarantor] pursuant to Section 5.3.2.2 in the SOQ for the fiscal years ended [___], [___] and [___] are complete and correct copies thereof. Where [the Company] [the Guarantor] has provided unaudited financial results, such financial results present fairly, in all material respects, the financial position and results of operations and cash flows of [the Company] [the Guarantor and its consolidated subsidiaries, including the Company,] as of such dates and for such periods. [The Company] [The Guarantor] has no material contingent liabilities or unusual forward or long- term commitments not disclosed therein.5

(e) Financial Information Summary: Attached hereto as Annex A is a completed Financial Information Summary relating to [the Company] [the Guarantor and its consolidated subsidiaries, including the Company], which has been prepared based on the information from its audited financial statements and other sources, if not included in its audited financial statements. All the

1 This Certificate should be provided by the Company’s Chief Financial Officer, Treasurer, or other similar financial officer. If the Company does not have this type of corporate officer internally and will rely on the financial officer of an affiliated or unaffiliated entity, such as an investment advisor or financial manager, both the financial officer delivering this certificate and a duly authorized signatory of the Company must sign this certificate. 2 Each of the Equity and Major Non-Equity Members of the Respondent should provide its own separate Certificate. However, if any such company is proposing a Guarantor entity, only one consolidated Certificate is required for the Guarantor and its guaranteed entity. If a company has no Guarantor, all references to “Guarantor” should be deleted from this Certificate. 3 Date must not be earlier than seven (7) calendar days prior to the SOQ Due Date. 4 Delete if there is no Guarantor and not applicable. 5 For entities that do not prepare audited financial statements, Respondents should submit a question to PRPA during the RFQ Phase outlining proposed information that would provide similar support to audited financial statements to seek confirmation of its appropriateness by PRPA.

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex Development September 23, 2015

Form 2-1 information provided in the attached Annex A is complete and correct to the best of my knowledge.

(f) Bankruptcy/insolvency proceedings: [There has been no Insolvency Event relating to the Company [or Guarantor] or any of its affiliates which has occurred within the most recent three fiscal years (whether or not such proceeding was ultimately dismissed).] [Attached hereto as Annex B is a detailed description of an Insolvency Event relating to [Entity Name].]6

For the purposes of this certification, “Insolvency Event” means any voluntary or involuntary bankruptcy, insolvency, liquidation, restructuring, suspension of payments, scheme of arrangement, appointment of provisional liquidator, receiver or administrative receiver, resolution or petition for winding-up or similar proceeding, under any applicable law, in any jurisdiction.

(g) Material Changes in Financial Condition: [No material change in the financial condition of the Company [or Guarantor] has occurred or is projected to occur, as applicable (i) within the most recently completed three fiscal years that is not reflected in the its audited financial statements; (ii) since the date of its audited financial statements for its most recently completed fiscal year; or (iii) during the next fiscal quarter following the date of the SOQ.] [Attached hereto as Annex C is a detailed description of material changes in the financial condition of [the Company][the Guarantor].]7

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate as of the date first written above.

______Name: Title:

6 Complete the appropriate certification. Delete the sentence that is not applicable. Do not provide an Annex B if there is no Insolvency Event to disclose. 7 Complete the appropriate certification. Delete the sentence that is not applicable. Do not provide an Annex C if there is no material change in financial condition to disclose. Further instructions regarding material changes are provided in Annex C.

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex Development September 23, 2015

Form 2-2 Annex A to Financial Officer’s Certificate FINANCIAL INFORMATION SUMMARY8 Entity: ______Respondent Role: ______

FY TOTAL PRE-TAX FIXED TOTAL CONTINGENT LONG-TERM SHORT-TERM NET ASSETS TANGIBLE NET LONG TERM LOCAL 9 10 END REVENUES PROFIT ASSETS ASSETS LIABILITIES LIABILITIES LIABILITIES WORTH GEARING CURRENCY AND FX RATE

11 SHAREHOLDER INTEREST (%) [Shareholder name] [No current shareholders, equity members partners or equivalent have a holding of 15% of greater]

RATING AGENCY RATING [Rating agency name] [Debt of the [Company][Guarantor] is not rated by any major credit rating agency.] [[Company][Guarantor] has no debt]

8 Express in millions (000,000s) of United States Dollars. Where applicable, companies should indicate the conversion to United States Dollars, using the average periods’ exchange rate for income statement and cashflow statements and period end exchange rate for balance sheet times. The local currency and exchange rate used should be identified, if applicable. 9 Excludes goodwill and intangibles 10 Long Term Gearing = Long Term Liabilities / Net Assets 11 List current shareholders, equity members partners or equivalent holding a 15% or greater interest in the company (indicate their percentage interest), as well as those having the right to appoint one or more board director(s). If such interest is held by a holding company, a shell corporation or other form of intermediary, also identify the ultimate or parent entity

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex Development September 23, 2015 Form 2-3 Annex B to Financial Officer’s Certificate INSOLVENCY EVENT

[RELEVANT RESPONDENT ENTITY TO PROVIDE DETAILS]

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex Development September 23, 2015

Form 2-4 Annex C to Financial Officer’s Certificate MATERIAL CHANGE IN FINANCIAL CONDITION

[RELEVANT RESPONDENT MEMBER ENTITY TO PROVIDE DETAILS]

(INSTRUCTIONS TO RESPONDENTS REGARDING ANNEX C:

If applicable, this Annex C should include the following details regarding material changes in the Company or Guarantor’s financial condition:

(i) A description of each material change, actual and projected, and any related changes or disruptions in executive management;

(ii) Actual and projected impacts on the affected entity’s organizational and financial capacity and its ability to remain engaged in this procurement and submit a responsive proposal; and

(iii) A detailed description of any other projected impacts, positive and negative, of the changes experienced and anticipated to be experienced in the periods ahead, including the likelihood that the circumstances of the change or impacts thereof will continue during the Project term.

Estimates of the impact on revenues, expenses and the change in equity must be provided separately for each material change. References to the notes in the financial statements are not sufficient to address the requirement to discuss the impact of material changes. Where a material change will have a negative financial impact, the affected entity must describe measures that would be undertaken to insulate the Project from any recent material changes and those currently in progress or reasonably anticipated in the future. If its financial statements indicate that expenses and losses exceed income in each of the three completed fiscal years (even if there has not been a material change), the affected entity must describe measures that will be undertaken to make the entity profitable in the future and an estimate of when the entity will be profitable.

Set forth below is a list of examples of what the PRPA considers to be a material change in financial condition. At the discretion of the PRPA, any failure to disclose a prior or pending material change may result in disqualification from the procurement process:

(i) A change in the tangible net worth of 10% or more of net assets; (ii) A sale, merger or acquisition exceeding 10% of the value of net assets prior to the sale, merger or acquisition which in any way involves the affected entity or its parent company or Guarantor; (iii) A change in credit rating for the affected entity or its parent company or Guarantor; (iv) Inability to meet material conditions of loan or debt covenants by the affected entity or its parent company or Guarantor that has required or will require a waiver or modification of agreed financial ratios, coverage factors or other loan stipulations or additional credit support from shareholders or other third parties; and

In the current and three most recent completed fiscal years, the affected entity or its parent company or Guarantor either: (i) incurred a net operating loss; or (ii) sustained charges exceeding 5% of the then net assets due to claims, changes in accounting, write-offs or business restructuring; or (iii) implemented a restructuring/reduction in labor force exceeding 5% of employees or involved the disposition of assets exceeding 10% of the then-net assets.)

Philadelphia Regional Port Authority Request for Qualifications Southport Marine Terminal Complex Development September 23, 2015

Form 2-5