PROJECT COMMITTEE

3.1 Composition and Responsibility of Project Committee. The Executive Director shall recommend candidates and the Board shall appoint the members of the Project Committee, which Committee shall be comprised of no less than five (5) members for each Project. The Project Committee shall assist in the preparation of the RFQs and RFPs, in the evaluation and selection of Proponents and in the negotiation of the terms of the Contract. The members of each Project Committee shall be designated in accordance with the nature of the Project and the specialized background necessary to understand the scope of the Project and the needs of the Authority. The Project Committee will not be deemed a committee of the Board. The Board may, in its discretion as recommended by the Executed Director, terminate a Project Committee or replace a Project Committee with another such committee. The Board may also, in its discretion as recommended by the Executed Director, remove any member of a Project Committee and make new appointments to a Project Committee, to the extent that such removal -6- and/or appointment is in the best interests of the Authority and goals pursued with the Project. The following requirements will apply to each Project Committee: (a) The Board, at the recommendation of the Executive Director, shall designate the person who shall act as chairperson of the Project Committee. The chairperson of the Project Committee will designate a secretary and, at his or her option, an assistant secretary, who need not be a member of the Project Committee, and may designate any other member of the Project Committee to serve as chairperson in his or her absence. (b) The Project Committee may designate any subcommittee according to Section 3.4 of this Regulation, and may request the Executive Director to assign advisors to support the Project Committee according to Section 3.5 of this Regulation. (c) The Project Committee will carry out any additional task related to the selection, negotiation and award procedure contained in this Regulation, as requested by the Board. 3.2 Meetings of the Project Committee. The Project Committee will meet as often as is necessary to perform its duties and responsibilities as described in this Regulation. The chairperson of the Project Committee, or the member designated by the chairperson in his or her absence, will summon all members to and preside over all meetings of the Project Committee, will set the frequency and length of each meeting and the agenda of items to be addressed at each meeting. The chairperson will ensure that the agenda for each meeting, and to the extent available, all key documents to be considered in the meeting, are circulated in advance of the meeting to all the other members. A quorum will be required at all Project Committee meetings. A quorum will exist at any meeting of the Project Committee if a majority of its members are present. Once a member is present for any purpose at a meeting other than solely to object to -7- holding the meeting or transacting business at the meeting, the member will be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting. 3.3 Actions of the Project Committee. Recommendations of, and approvals by, the Project Committee, including the determination of the Competitive Range and the recommendation to be presented to the Board for the Award of Contract, will require the affirmative vote of a majority of the members. The Project Committee jointly with the Executive Director will provide non-binding recommendations to the Board regarding the selection of any Proponent and the evaluation of any Proposal. The Project Committee will keep a written record of the decisions and recommendations made and other actions taken by the Project Committee. The secretary or assistant secretary of the Project Committee will keep a record of each meeting, keep custody of the Project Committee calendar, and carry out any other task related to his or her office, as required by the chairperson of the Project Committee. The Project Committee meetings will be documented in a minute that will be reviewed and approved by its members and signed by the secretary or assistant secretary of the Project Committee after such approval is received. 3.4 Subcommittees of the Project Committee. The Project Committee, in its discretion, may appoint one or more subcommittees of the Project Committee which may include participants who are not members of the Project Committee, to provide technical or specialized assistance and advice to the Project Committee and the Authority in the process of evaluating prospective Proponents and Proposals, and negotiating the terms of a Contract. Each subcommittee will have such responsibility and shall carry out its proceedings as directed by the Project Committee. Notwithstanding the above, the ultimate determinations and -8- recommendations to the Executive Director and the Board shall be made by the Project Committee. 3.5 Advisors to the Authority and Project Committee. The Executive Director may appoint employees of the Authority or external consultants, advisors or agents to assist the Project Committee in the review of the Proposals and the selection and negotiation process for a Project, or provide any other assistance that is deemed necessary or appropriate in connection with an Award of Contract, including participating in the subcommittees of the Project Committee. The individuals or entities providing such assistance will participate in any evaluation and negotiation process conducted by the Project Committee as the Project Committee or subcommittee, as applicable, may deem necessary, but shall have no vote on any final determinations and recommendations of the Project Committee to the Board, which shall reside solely in the Project Committee.