Form A-2 - Financial Proposal Submittal Letter (Page 9 of 9) in pdf

Form A-2 - Financial Proposal Submittal Letter Page 9

partnership for a partnership, articles of incorporation and bylaws for a

corporation, operating agreement for a limited liability company and joint venture

agreement for a joint venture) certified by an appropriate individual.

If a

modification to the organization documents is contemplated prior to award, state

accordingly, indicate that these documents will be provided prior to award and

provide applicable draft documents for each such entity.

If the Proposer or proposed Developer or Parent Guarantor is a limited liability

company or includes a limited liability company as a joint venture member,

partner or member, attach full names and addresses of all members and the equity

ownership interest of each entity, provide the incorporation, formation and

organizational documentation for the Proposer or proposed Developer or Parent

Guarantor (partnership agreement and certificate of partnership for a partnership,

articles of incorporation and bylaws for a corporation, operating agreement for a

limited liability company and joint venture) certified by an appropriate individual.

If a modification to the organization documents is contemplated prior to award,

state accordingly, and indicate that this information will be provided prior to

award. Attach evidence to the Proposal and to each letter that the person signing

has authority to do so and provide applicable draft documents for each such

entity.

If any entity is not yet formed or if a modification is contemplated prior to award, state

accordingly and provide a brief description of the proposed legal structure of each such

entity.

The partnership agreement, limited liability company operating agreement or joint

venture agreement, as applicable, of the proposed Developer must include an express

provision satisfactory to the Department, in its sole discretion, stating that, in the event of

a dispute between or among joint venture members, partners or members, as applicable,

no joint venture member, partner or member, as applicable, will be entitled to stop, hinder

or delay work on the Project. Proposer will submit the applicable agreement to the

Department and identify on a cover page where in the agreement the provision can be

found.

If the proposed Developer is not yet formed, provide draft organizational

documents and indicate where the provision is found.

Virginia Department of Transportation

- 9 -

Volume 1 to Request for Proposals

Transform 66 P3 Project

Instructions to Proposers

July 29, 2016

Form A-2 - Financial Proposal Submittal Letter Page 9