of this Regulation. The Board, based on the Executive Director and Project

Committee's joint recommendations, shall determine which approach the Project Committee will follow. The Proponents whose Proposals do not fall within the Competitive Range, as defined in Section 2.9 of this Regulation, will be notified in writing and their Proposal Security returned. (c) Phase Three (A): Negotiations with Multiple Proponents. If the Project Committee has elected to carry out discussions and negotiations with Proponents whose Proposals fall within the Competitive Range, such Proponents will receive a written notification containing the details and explaining that negotiations will be conducted according to the following procedures: -25- (i) No statement made or action taken by the Board, the Executive Director, the Project Committee, any employee or officer of the Authority, or any advisor or consultant to or other agent or representative of the Authority during the discussions and negotiations will bind the Authority related to the particular RFP in any way. Only the Contract, when effective in accordance with its terms, will be binding on the Authority. (ii) Each Proponent who falls within the Competitive Range may be invited to one or more meetings with the Authorized Representatives to discuss, and answer questions with respect to, any aspect of its Proposal. (iii) The content and scope of each meeting with each Proponent will be determined by the Project Committee, based on the content of and circumstances relating to the Proponent's Proposal. The purpose of each meeting will be to clarify any doubts as to the requirements of the RFP and confirm that the terms of the Contract are understood; improve technical or other aspects of the Proposal in an effort to assure compliance with the specifications and performance requirements; discuss the basis of the proposed economic terms in an effort to improve the economic terms for the Authority; and discuss any other pertinent details of the Proposal SO as to result in a better Proposal and Contract for the Authority. (iv) If any meetings are held with a Proponent who falls in the Competitive Range, then all Proponents who are within the Competitive Range will be given an opportunity to discuss and review their Proposals with the Authorized Representatives. The discussions, however, will be based on the facts and circumstances relating to each Proposal, as described in paragraph (ii) above. The information discussed in such meetings may vary for each Proponent. -26- (v) The Project Committee and the Executive Director, or others whom the Board may designate, will: (1) Establish procedures and schedules to carry out the discussions and to control the meetings; (2) Advise the Proponent as to deficiencies in its Proposal SO that it is given the opportunity to meet the requirements of the Authority; (3) Attempt to resolve any uncertainties concerning the Proposal, and otherwise clarify the terms and conditions of the Proposal; (4) Address any suspected mistakes that may be found to exist; (5) Provide the Proponent with an opportunity to submit any modification to the economic terms, technical aspects or any other aspects of its Proposal which may result from the discussions, or the opportunity to provide additional documentation or analysis to assist the Project Committee in assessing the feasibility of the Project and the Proponent's qualifications; and (6) Keep a record of the date, time, place, and attendees of the meetings. (vi) After each interview or meeting with any Proponent, the Project Committee may require the Proponent to submit in writing confirmation of any clarification of a Proposal discussed in the meeting within the timeframe discussed during the meeting. (vii) Discussions and negotiations may be carried out in whole or in part through written or telephone communications without in-person meetings or interviews, at the discretion of the Project Committee. -27- (viii) After such discussions and parallel negotiations, the Project Committee may, in its discretion, request "best and final offers" from Proponents within the Competitive Range in response to the discussions and negotiations held or proceed to negotiations with one of the Proponents within the Competitive Range which may culminate in an Award of Contract. (ix) If the Project Committee determines to conduct a "best and final offer" process, additional discussions or negotiations may be conducted after the Project Committee receives the "best and final offer," if the Project Committee determines, in its discretion, that such additional discussions or negotiations are in the Authority's best interest to improve any previous Proposal or Proposals. As part of such discussions, the Project Committee may request a further resubmission of Proposals or, if no improvement or more beneficial terms are obtained for the Authority, the Project Committee may proceed to negotiate with the Proponent who submitted the highest ranking Proposal pursuant to the process established in