Request for Proposals for Purple Line Public-Private Partnership Transaction Advisor Maryland Economic Development Corporation April 26, 2013

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1 Request for Proposals for Purple Line Public-Private Partnership Transaction Advisor Maryland Economic Development Corporation April 26, 2013 Prospective offerors are invited to submit proposals in accordance with this request. Prospective offerors who have received this document and who wish to assure receipt of any changes or additional materials related to this Request for Proposals (RFP) should immediately register with the Maryland Economic Development Corporation (MEDCO), as per the Registration section of this document, so that amendments to this RFP or other communications can be sent to them. Background MEDCO is seeking to provide financial transaction advice to the Maryland Transit Administration (MTA) and the Maryland Department of Transportation (MDOT) (jointly referred to as MTA/MDOT). MTA is currently in the Preliminary Engineering phase of a fixed guideway public transportation project known as the Purple Line. MTA anticipates receiving New Starts project funding from the Federal Transit Administration (FTA) for the Purple Line project to be matched by local, State, and private funding and financing. Construction activities on the Purple Line light rail project are scheduled to begin in Additional project information is available on-line at As part of a robust development process, MTA/MDOT has been examining whether an innovative delivery method, such as a public-private partnership (P3), would be more suitable than traditional public sector delivery methods for the Purple Line. A core group of MTA/MDOT staff, in close collaboration with innovative project delivery experts from Nossaman LLP and Maryland Transit Partners (a joint venture of AECOM and Rummel, Klepper & Kahl, LLP with Parsons Brinckerhoff), serving as legal and technical/management consultants, respectively, comprise an Innovative Project Delivery Team for the Purple Line project. This Innovative Project Delivery Team has undertaken the following key tasks: Evaluated precedent and lessons learned from other transit projects; Conducted preliminary assessment of alternative delivery & financing options; Conducted a series of workshops on P3 risk analysis and delivery goals; Completed detailed Value for Money (VfM) analyses; Outlined the legal authority to pursue a transit Design-Build-Finance-Operate Maintain (DBFOM) availability payment transaction; Conducted initial industry outreach; Release of Request for Information (RFI) to the P3 market on April 9, 2013, with responses due May 8, 2013; Planning for a Purple Line Industry Forum scheduled for May 15, 2013; and Initiated preparation of the required USDOT TIFIA Letter of Interest (LOI). 1

2 MTA/MDOT is now seeking a Purple Line P3 Transaction Advisor to join this Innovative Project Delivery Team. Objectives An availability payment-based DBFOM alternative delivery approach has merit for the Purple Line project. Based on analyses conducted to-date, a decision on whether or not to move forward with a P3 process for the Purple Line is expected within the next two (2) months. Given the anticipated pace of the New Starts development process and the project completion goals for the Purple Line, it is desirable that a P3 partner is selected and commercial close of the P3 transaction occurs by late 2014, with financial close achieved by spring All proposed Purple Line P3 Transaction Advisor teams should assume this target delivery timeline when developing their responses. Since a multi-phase solicitation process is anticipated, this timeline will likely require the issuance of an RFQ within the next six (6) months and issuance of a final RFP within the next twelve (12) months. Successful, timely completion of a P3 transaction for the Purple Line will be the objective of the Purple Line P3 Transaction Advisor during the contract term and all proposed schedules, workplans, and fees should reflect this goal. Scope of Services On behalf of MDOT, MEDCO is issuing this RFP for P3 transaction advisory services related to the Purple Line. The responses are requested from qualified firms or teams of firms with experience in: Preparation of P3 project financial models within the U.S. transportation sector; Development of commercial and financial terms of P3 projects, including those terms typically included in requests for qualifications (RFQs), RFPs, and comprehensive agreements; Negotiation of commercial and financial terms of P3 solicitations; and Execution and financial close of P3 agreements. Required services may include, but will not be limited to, the following: Financial Analyses Review and comment on the current financial analyses and related assumptions, including but not limited to the existing VfM; Review existing cost and revenue data and information and make recommendations on additional data necessary for project transaction financial models; Develop project transaction financial models and utilize the models to conduct project risk and financial sensitivity analyses; Develop a detailed and optimum P3 deal structure based on best practices and the project s commercial and financial terms. Assess and advise on expected capital structure, financing instruments, funding sources, and opportunity for innovative financing; 2

3 Analyze federal funding issues and requirements related to New Starts and other relevant programs, especially to the extent that those programs may make project finance and delivery more or less difficult to achieve; Assist the Innovative Project Delivery Team with the financial elements of any post-loi information packages required by USDOT for TIFIA and private activity bond (PABs) allocations for the Purple Line; Analyze risks and remedies in creation of financial terms for P3 agreements; and Evaluate financial impacts, benefits and liabilities related to revenues and cost, life cycle costs, risk assessment, and all other financial analysis appropriate and required for the delivery of a P3 transaction. Strategy Development and Implementation Coordinate and communicate with other members of the Innovative Project Delivery Team and other Purple Line advisors, including legal and technical/management advisors; Work with Innovative Project Delivery Team to develop risk allocation, management, and mitigation strategies for all stages of a P3 transaction; Provide expert advice and guidance on financial and policy decisions related to a P3 transaction; Inform MDOT leadership of unique and innovative financing ideas, concepts and industry best practices, both nationally and internationally, to support the delivery of a P3 transaction; Recommend strategies to effectively attract qualified proposers and maximize competition among proposers; Participate in presentations to stakeholders/decision-making bodies, including, but not limited to, ratings agencies, legislative committees, and the Board of Public Works; and Participate in explaining the elements of the transaction to the media and at public events up to one year after financial close of any project transaction. Solicitation Development, Selection, Negotiations, and Agreement Development Assist with development of solicitation process and evaluation methodology; Assist in development of solicitation documents, including RFQs, RFPs, performance and payment security requirements, contractual terms relating to financing, and term sheets; Assist with industry review, including discussions and interaction with proposers during the industry review process, to ensure that the selected solicitation process and business structure result in a competitive process; Advise on the selection of shortlisted proposers, including review of RFQs, financial strength of the offeror team members, and presentation of detailed analyses; Assist in the draft RFP revision process, including participation in development of negotiation strategy, meetings with shortlisted proposers, and assistance with responses to proposer questions and comments; Conduct financial evaluation of proposals received in response to the RFP. Develop a basis upon which to assess whether the proposals reflect VfM and a superior means to deliver the Purple Line as compared to traditional project delivery methods; Assist with the debriefing of unsuccessful proposers, as requested; Assist with negotiations with the selected proposer to reach commercial and financial close, ensuring all financial and finance-related requirements are appropriately addressed; 3

4 Assist the Innovative Project Delivery Team in connection with the commercial and financial closing; and Assist with transition planning and development of appropriate financial oversight procedures to administer the P3 agreement after financial close. Staffing Requirements At a minimum, members of the proposed Purple Line P3 Transaction Advisor team should have demonstrated expertise and experience in: P3 project transactions that meet Federal requirements for transportation funding programs and processes such as FTA New Starts, TIFIA, and PABs; Municipal bond financing, particularly for transportation projects; P3 risk transfer arrangements, ranging across the full spectrum of potential project types (design-build; operate-maintain; design-build-operate-maintain; and design-build-financeoperate-maintain); P3 innovative financing approaches, including equity investments and availability payment structures; and Maryland s financial and contract approval processes. Each proposed Purple Line P3 Transaction Advisor team is required to have a single Day-to-Day Contact to serve as a primary point of communication for coordinating the diverse skills of team members, both internally and externally (with MDOT staff, agencies, and other consultant firms). The Day-to-Day Contact should demonstrate the following qualifications: Minimum of 10 years progressive and demonstrated success in relevant fields; Proven record in quickly and efficiently mobilizing staffing resources within a diverse teaming approach, both internal and external to the Day-to-Day Contact s firm; and Significant experience in coordinating with large, multi-disciplinary teams towards the delivery of cohesive and comprehensive work products. The Day-to-Day Contact should be supported by a broad team of specialists, organized in such a manner to ensure efficient and comprehensive responses to task requests. A Secondary Day-to- Day Contact should also be identified as the individual that will have secondary responsibility for the team s relationship with MEDCO. Within the broad team of specialists, certain Key Personnel should also be identified as those individuals that will be providing the core transaction advisory services and that will be committing sufficient personnel hours to successful project delivery. Changes in the Day-to-Day Contacts or Key Personnel assigned to the project will require MEDCO s prior approval. It is highly desirable that the Day-to-Day Contacts and all Key Personnel continue to work on the task until completion. 4

5 Proposal Requirements Technical Proposal (Limit to 20 pages, with each section limited as indicated below) 1. Cover Letter (Limit to 1 page) Each proposal will identify, in the cover letter, the name, title, business address, address, and telephone numbers of the individual(s) authorized to represent the proposed Purple Line P3 Transaction Advisor team pursuant to all terms and conditions stated in the proposal, and identify the name, title, business address, address, and telephone numbers of the individual(s) to be contacted for clarification throughout the evaluation and selection process. The cover letter should also acknowledge receipt of any amendments to the RFP. 2. Team Information (Limit to 2 page) 2.1. Team Composition. Briefly describe the composition of the proposed Purple Line P3 Transaction Advisor team including brief description of firm(s), the number of employees nationwide, and the number of employees currently based in Maryland Conflict of Interest. The Purple Line P3 Transaction Advisor will not be permitted to have any business or financial interest in any aspect of the Purple Line project or the potential transactions, other than its work for MEDCO as Purple Line P3 Transaction Advisor. The Purple Line P3 Transaction Advisor will not be permitted to provide underwriting services related to the potential Purple Line transaction. Neither the Purple Line P3 Transaction Advisor, nor any of its affiliates, parents, or subsidiaries, may participate in any transaction relating to the Purple Line project on behalf of any potential or actual public-private partner. Participation includes, without limitation, working for, providing services to, advising, assisting, modeling for, valuing for, structuring a proposal for, providing or arranging financing for, or investing in a private sector public-private partnership proposer. In order to assist MEDCO in assessing actual or potential conflicts of interest, please identify any existing or potential conflicts of interest, or any relationships that might be considered a conflict of interest, that may affect or involve the Purple Line project or other transactions for MDOT, its modal agencies, or for other agencies of the State of Maryland. 2.3 Licenses. Describe all licenses held and maintained by the team s firms, their directors, or officers and principals and any of the individuals who will be responsible for providing the services described in this RFP that are required to do business in the State of Maryland. 2.4 Other Disclosures. Disclose specific details of any pending legal proceedings (criminal or civil), or regulatory or disciplinary actions by any state or federal regulatory agency, involving the team s firms or any member of the team s firms; or any convictions, judgments or settlements resulting from such proceedings or actions within the past five (5) years. 3. Team Experience (Limit to 6 pages) 3.1 Describe the team s experience with P3s and other innovative transactions as it relates to the items indicated in the Scope of Services. 5

6 3.2 Describe the primary factors that you believe MTA/MDOT should consider in structuring a successful innovative financing arrangement for the development, operations, and maintenance of the Purple Line and how you can facilitate such success. 3.3 Have any of your team s individuals or firms been replaced or removed as an advisor for any projects or programs over the past five (5) years? If yes, please provide details. 4. Team Structure and Qualifications of Key Personnel (Limit to 5 pages, not including Resumes in the appendix) 4.1 Organizational Chart. Please include an organizational chart showing the structure of team management and clearly indicating the roles for Day-to-Day Contacts and Key Personnel, demonstrating a broad range of skills and expertise. 4.2 Resumes. As an appendix to the proposal, provide the professional resumes of all individuals being proposed as Day-to-Day Contacts and Key Personnel. Each resume should clearly indicate: - Experience relevant to the Scope of Services, indicating the specific roles and responsibilities held by the individual and whether this experience was obtained while the individual was employed at their current firm or at another firm. - The number of years of experience each individual has in providing services related to the Scope of Services. - The number of years of experience each individual has with their current firm. - The individual s primary office location. - The individual s availability to complete tasks on a timely basis (i.e., what is the nature of this individual s responsibility with other clients over the next two (2) year). In addition, please provide the following information: - Clearly identify the individual that will serve as the primary Day-to-Day Contact, who will have the primary responsibility for your team s relationship with MEDCO. Provide a brief summary of the Day-to-Day Contact s qualifications for this role, specifying whether such experience was obtained while employed while at another firm. Identify three (3) clients served by the Day-to-Day Contact, along with reference contact for each client. - Identify the individual who will have secondary responsibility for your team s relationship with MEDCO as the Secondary Day-to-Day Contact. Provide a brief summary of the Secondary Day-to-Day Contact s qualifications for this role, specifying whether such experience was obtained while employed while at another firm. Identify three (3) clients served by the Secondary Day-to-Day Contact, along with reference contact for each client. 5. Transaction Timing and Strategy (Limit to 6 pages) As noted previously, preliminary transaction analyses have been ongoing for the past year and a decision on whether or not to move forward with implementing a P3 process for the Purple Line is expected within the next two (2) months. Given the anticipated pace of the New Starts 6

7 development process and the project completion goals for the Purple Line, it is desirable that a P3 partner is selected and commercial close of the P3 transaction occur by late 2014, with financial close achieved by spring Based on this general timing: 5.1 Provide a workplan outlining the specific steps and tasks required to achieve successful commercial/financial close of a Purple Line P3 transaction. In the response, please remember that there is an existing Innovative Project Delivery Team in place, consisting of a combination of State staff and consultants, and that the proposed workplan should seek to integrate the activities of the entire Innovative Project Delivery Team Provide a timeline outlining the steps and deadlines required to meet this desired transaction schedule. Please include a narrative that discusses the key considerations, action items, and coordination needed to make this scheduling goal a reality. 6. Other Technical Proposal Requirements (no page limit; include in appendix) 6.1. Certification: Each Technical Proposal shall include a certification by offeror as to the following: (a) All information submitted as part of such proposal is true and correct and the person signing the proposal has full authority to do so on behalf of offeror. (b) Offeror (or any employees, members, officers, or affiliates thereof) has not, in connection with this RFP, participated in any form of lobbying activity with any officials or members of MEDCO, MDOT, MTA, the Maryland General Assembly, or the State government since the date of this RFP and has made no attempt to contact and improperly influence any members or officials of the enumerated agencies or bodies. (c) The proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company association, organization, or corporate, and the proposal is genuine and not collusive or sham. (d) Offeror has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to secure any advantage against MEDCO, MDOT, MTA, the State, or anyone interested in this RFP and has not paid, will not pay, any fee to any corporation, partnership, company association, organization, depository, or to any member or agent thereof to effectuate a collusive or sham proposal. (e) Offeror represents and warrants to MEDCO that it has no questions regarding any of MEDCO s procedures, process, or requirements and does not object to any aspect of the RFP process Standard Contract Terms: The standard contract terms will be provided to all offerors that register with MEDCO (see Registration section of this document for instructions). Offerors may submit comments on the standard contract terms as part of their Technical Proposal or, should an offeror have no comments, it should so indicate in its Technical Proposal. 7

8 Price Proposal (Limit to 2 pages) Based on the workplan and project delivery timeline that your team proposes, please provide a fee structure proposal. In particular, please describe your fees under each of the following hypothetical scenarios: 1. MEDCO hires your team as a Purple Line P3 Transaction Advisor and, after preliminary analyses and solicitation preparations are completed, MTA/MDOT commences a competitive process to solicit a public-private partner for the Purple Line. However, such a process is terminated before achieving commercial close. 2. MEDCO hires your team as a Purple Line P3 Transaction Advisor and, after preliminary analyses and solicitation preparations are completed, MTA/MDOT commences a competitive process to solicit a public-private partner for the Purple Line. After a thorough selection and negotiation process, commercial close is achieved. However, financial close is not achieved. 3. MEDCO hires your team as a Purple Line P3 Transaction Advisor and, after preliminary analyses and solicitation preparations are completed, MTA/MDOT commences a competitive process to solicit a public-private partner for the Purple Line. After a thorough selection and negotiation process, both commercial close and financial close are achieved. For each of the three hypothetical scenarios, please be specific as to how pricing will be determined, whether fees will be fixed or billed on an hourly basis and, if so, any cap on fees. Please provide supporting details about fixed and variable expenses and the relevant hourly rates of Key Personnel involved in the engagement, estimated out-of-pocket expenses, estimated total fees, and the fee per scenario. The maximum not-to-exceed fee that will be considered for this contract is $5 million. Completion fees for major deliverables may be incorporated into the overall fee structure. If any completion fees are proposed, please detail the rationale for each completion fee, as well as all conditions and contingencies that would be associated with it. Completion fees based on a percentage of transaction size will not be considered. Describe whether expenses are included in the proposed fees, or if not, they will be otherwise billed. Include in your proposal any major assumptions on which your maximum fee is based and changes which you believe would justify an adjustment in the maximum fee. The fee information will be a factor in the review process, but MEDCO will select the Transaction Advisor on a best value approach and does not intend to select a P3 Transaction Advisor based solely on price. Disadvantaged Business Enterprise (DBE) Participation While a DBE goal has not been established for this project, Disadvantaged Business Enterprises are encouraged to respond to this solicitation. Offerors are encouraged to engage certified DBEs to perform subcontractable work. An offeror that responds to this RFP with DBE participation 8

9 should complete, sign, and submit all required MDOT DBE documentation. MDOT DBE Forms A, B, C, and D will be included as attachments to the standard contract terms. DBE Participation Reports: In the case that the Purple Line P3 Transaction Advisor commits to DBE participation, monthly reporting of DBE participation shall be submitted by the Purple Line P3 Transaction Advisor by the 15th day of each month. The Purple Line P3 Transaction Advisor shall provide a completed DBE Participation form (Form D-5) to TSO Office of Diversity and Equity at the same time the invoice copy is sent. The Purple Line P3 Transaction Advisor shall ensure that each DBE Subcontractor provides a completed DBE Participation Form (Form D- 6). Both Forms D-5 and D-6 will be provided to the successful offeror if, in fact, there is DBE participation. Subcontractor reporting shall be sent directly from the subcontractor to TSO Office of Diversity and Equity. TSO Office of Diversity and Equity will monitor both the Purple Line P3 Transaction Advisor s efforts to achieve the DBE participation offered and compliance with reporting requirements. Any DBE Subcontractor to the Purple Line P3 Transaction Advisor shall all completed forms, copies of invoices and checks paid to the DBE directly to the TSO Office of Diversity and Equity and the MEDCO contract manager. Proposed Timetable MEDCO currently expects that the timetable for selecting a P3 Transaction Advisor to be: RFP advertised: April 26, 2013 Final date for questions/requests for clarifications: May 14, 2013 (9AM) Proposals due: May 21, 2013 (5PM) Presentation dates (tentative): June 3 5, 2013 Final evaluations and negotiations (tentative): June 5-19, 2013 Anticipated Notice to Proceed (tentative): By July 1, 2013 Questions Any questions regarding this RFP should be directed to Josh Neiman at j_neiman@medcocorp.com. Please do not call MEDCO with any questions or requests for clarifications. No employee of MDOT, MTA, MEDCO, or any project consultant is authorized to interpret the RFP or give additional information as to its requirements. Such interpretation or additional information will only be given by written amendment to this RFP. All questions or concerns must be submitted by 9AM on May 14 th to allow sufficient response amendments to be issued. No questions or concerns will be addressed after the deadline date of May 14 th. Registration Prospective offerors who have received this document and who wish to assure receipt of any changes or additional materials related to this RFP should immediately register with MEDCO so that amendments to this RFP or other communications can be sent to them. To ensure that your team receives amendments, please register with MEDCO; send the team s contact name, , and phone number to Joshua Neiman at j_neiman@medco-corp.com. 9

10 If it becomes necessary to amend this RFP before the due date for proposals, amendments will be provided to all prospective offerors that have registered with MEDCO. If there are any amendments or additional communications after the due date for proposals, they will be sent only to those offerors who submitted a timely proposal. Acknowledgement of the receipt of all amendments to this RFP issued before the proposal due date must be indicated in the cover letter of the offeror s technical proposal. Cancellations; Discussions MEDCO reserves the right to cancel this RFP, accept or reject any and all proposals, in whole or in part, received in response to this RFP, to waive or permit cure of minor irregularities, and to conduct discussions with all qualified or partially qualified offerors in any manner necessary to serve the best interests of the Purple Line project. MEDCO also reserves the right, in its sole discretion, to award a contract based upon the written proposals received without prior discussions or negotiations. Proposal Submission Both technical and price proposals must be received by MEDCO at the address below no later than 5 PM on Tuesday, May 21 st in order to be considered. Joshua E. Neiman Assistant Director for Development Maryland Economic Development Corporation (MEDCO) 300 E. Lombard Street, Suite 1000 Baltimore, MD Please do not call MEDCO for confirmation of proposal receipt. Technical Proposals and Price Proposals must be submitted in separate, sealed envelopes, each addressed to MEDCO and clearly marked with the full name and address of the proposed offeror team and either Technical Proposal Purple Line P3 Transaction Advisor or Price Proposal Purple Line P3 Transaction Advisor. Technical and Price Proposals must be signed by an individual authorized to bind the offeror. By submission of a proposal, the offeror warrants that the individual signing the proposal and other documentation submitted on behalf of the offeror has authority to bind the offeror to the documents signed and to the promises and representations made in these documents. Technical Proposals must be submitted as one (1) unbound original and eight (8) bound copies, accompanied by an electronic version in Adobe PDF format on CD. Price Proposals must be submitted as one (1) unbound original and eight (8) bound copies, accompanied by an electronic version in Adobe PDF format on CD. 10

11 Please ensure that all CDs are clearly labeled with the date, RFP title, and offeror team name. The maximum file size for all components of the electronic proposal submission is 5 MB, including both the Technical and the Price Proposals. The page limits for each section of the proposal are indicated in the Proposal Requirements section of this document. Proposals should be prepared simply and economically, providing a straightforward, concise description of the offeror s proposal to meet the requirements of this RFP. MEDCO will not be responsible for any costs incurred by an offeror in preparing and submitting a response to this RFP. By submitting a proposal in response to this RFP, an offeror will be deemed to have accepted all the terms, conditions, special conditions, and requirements set forth in this RFP, and if selected for award, agrees that it will comply with all federal, State, and local laws applicable to its activities and obligations under the contract, including, but not limited to, all applicable licensing requirements. Basis for Evaluation An evaluation committee composed of representatives from MEDCO, MTA, MDOT, and other State agencies will review all written proposals that are determined to be fully responsive. Factors to be used to evaluate responsive written proposals are listed below, in order of relative importance: 1. Demonstrated advisory experience with similar P3 transactions, as well as the relevance of such advisory experience to the Purple Line project. 2. Qualifications, relevant to experience and accessibility of all personnel assigned to the Purple Line P3 Transaction Advisory team, especially the Day-to-Date Contact. 3. Demonstrated understanding of Scope and MTA/MDOT s need for transaction advisory services. 4. Fee structure and maximum fee. 5. Any other relevant factors that may reasonably impact the success of a transaction for the Purple Line. 6. Compliance with RFP requirements. After responsive written proposals have been evaluated, the most qualified teams may be shortlisted for further evaluation and may be formally invited to present their qualifications and proposed approach to the evaluation committee. 11

12 Oral Presentations Oral presentations by shortlisted teams are tentatively scheduled for June 3 rd, 4 th, and 5 th at the MEDCO office in Baltimore. Shortlisted teams will be contacted directly to schedule a presentation time. Significant representations made by an offeror during the oral presentation may be reduced to writing. All such representations will become part of the offeror s proposal and are binding if the contract is awarded. MEDCO will contact offerors with confirmation of the time and place of oral presentations, along with any additional presentation details and instructions, prior to the presentations. Final Evaluations Following the completion of oral presentations, MEDCO may invite shortlisted offerors to submit Best and Final Offers (BAFO). The evaluation committee may conduct additional reviews as needed to select a preferred offeror for initiation of contract negotiations. Duration of Offer Proposals are irrevocable for ninety (90) days following the closing date for proposal submission. With the consent of the offeror, MEDCO may increase the period of irrevocability of a proposal (technical and price) if it is determined to be in MEDCO s best interest to do so. Once an offer is accepted, all prices, terms, and conditions will remain unchanged throughout the contract period. Contract Duration The Contract shall be effective for a period of two (2) years from the date of MEDCO s Notice to Proceed or until the required services are completed, as determined by MEDCO. The contract may be extended beyond the initial term at MEDCO s discretion. Confidentiality Certain information relating to the Purple Line is of a sensitive and confidential nature and the Purple Line P3 Transaction Advisor contract will include provisions addressing confidentiality. Please be advised that certain advice or assistance given by the Purple Line P3 Transaction Advisor in connection with the Purple Line shall be considered confidential information, and the Purple Line P3 Transaction Advisor shall not disclose any advice or assistance rendered in connection with the Purple Line nor shall the Purple Line P3 Transaction Advisor disclose any non-public information relating to the Purple Line without the express, prior written authorization of MEDCO, unless required by a subpoena or similar order of a court or governmental agency with appropriate jurisdiction. MEDCO will maintain the confidentiality of identified commercially sensitive information submitted by the Offeror for this RFP. Offerors are advised to identify commercially sensitive information for which confidentiality is requested. 12