Exhibit A: Proposal Acknowledgement Form

Exhibit A: Proposal Acknowledgement Form
Dallas/Fort Worth International Airport
The proposer acknowledges that he/she has carefully examined the RFP, the attached draft Concession
Lease Agreement and the enclosed lease exhibit(s) for the proposed Concession(s).
The proposer accepts all of the terms and conditions of the RFP, including the draft Concession Lease
Agreement. The proposer understands the Concession Lease Agreement is not negotiable.
The proposer acknowledges that if the proposal is accepted, he/she will contract with the Airport pursuant
to the attached Concession Lease Agreement within thirty (30) days of receiving the tendered
Concession Lease Agreement from the Board, or the proposal deposit will be forfeited.
I affirm that all of the facts set forth in the proposal are true and correct, and that all projections are based
on good faith estimates.
I also affirm that this company, corporation, firm, partnership, or individual has not prepared this proposal
in collusion with any other proposer and that the contents of this proposal as to rent, terms or conditions
of said proposal have not been communicated by the undersigned, not by any employee or agent to any
other proposer or to any other person (s) engaged in this type of business prior to the official opening of
the proposal.
Proposal Package
___________________________________
Location ID(s)
___________________________________
Name of Proposer:
___________________________________
Signature of Authorized Person:
___________________________________
Printed Name of Authorized Person:
___________________________________
Title:
___________________________________
Business Address of Proposer:
___________________________________
___________________________________
Business Phone:
___________________________________
Fax:
___________________________________
E-mail:
___________________________________
Date:
___________________________________
Subscribed and Sworn to before me this __________ day of _____________2012.
Exhibit B: Concessions Business Disclosure Form
Filling out a Concessions Business Disclosure Form for the DFW International Airport
Board
1. Please make sure you have the correct version of the form, it should read
“Issue Date 7/10” in the bottom right corner.
2. Use 10 pt. font with no bold, italicized or underlined words on the form.
3. Please make sure you include your entire business name on the form and it
matches what is listed on your contract.
4. If you are a corporation, limited partnership, limited liability partnership or
Limited Liability Company, your business name should include that
designation or an abbreviation of that designation.
5. If the mailing address is the same as the business address write, “Same” in
the space under mailing address. Do not copy the mailing address or leave
blank.
6. Do not bold or underline the web or email addresses.
7. Please ensure the contact person’s information is up to date.
8. Under business structure check only one box. The next section is filled
out only if your company is a corporation.
9. If your business is a corporation, check the box for profit or nonprofit, and '
public or private. These boxes must be checked. (Hint: to
make an “x” just double I click on the box and select the “checked” option). If
you are an S corporation, professional, parent-sub, or close X the appropriate
box as well.
10. The state, month and year of your company’s incorporation, registration or
formation ALWAYS needs to be filled in. This is either the date you
registered with the county clerk, or filed with the secretary of state.
11. List the names of ALL Investors with a financial interest or other
ownership interest in the company. If the company is publicly owned
please list the stock exchange it is traded on and the symbol. If your company
is traded on a foreign exchange please name the foreign exchange is traded
on.
12. Fill in names of Joint Venture owners if applicable.
13. The percentage of ownership needs to be filled in unless the company
is publicly traded. ALL of the Investors with a financial interest or
other ownership interest in the company need to be listed with their
corresponding percentages of ownership in this space. Please use
whole or half numbers. NOTE: Attach a copy of the Certificate of
Formation or Joint Venture Agreement, if applicable.
14. The form should be accurate as of proposal submittal date.
DALLAS-FORT WORTH INTERNATIONAL AIRPORT BOARD
CONCESSIONS BUSINESS DISCLOSURE FORM
It is recommended this form be completed by a governing person, governing authority, or legal counsel.
Information about Entity Submitting Bid/Proposal/Offer
(This information must match the information provided on the Bid/Proposal/Offer.)
Business Name:
Business Address:
Mailing Address:
City
State
Zip
City
State
Zip
Business Web Address:
Business Phone:
Business Fax:
Contact Person:
Contact’s Phone No.:
Contact’s E-Mail Address:
I.
Entity Ownership Information
(Check the appropriate box and provide requested details below.)
Business Structure: (Please check only one box)
Partnership
Limited Liability Partnership
Limited Partnership
Sole Proprietorship
Joint Venture
Limited Liability Company
Corporation (“C”)
IF CORPORATION, please check all the type(s) below that are applicable:
For Profit
or
S Corporation
Non Profit
Public
Professional
or
Private
Parent-Subsidiary
Close
State of Incorporation, Registration or Formation:
State:
Month:
Year:
Name(s) of Owner(s), Partners or Owner of DBA (include ALL investors with a financial interest or other
ownership interest):
Name(s) of Joint Venture Participants (include ALL investors with a financial interest or other ownership
interest):
UNLESS PUBLICLY TRADED list all individuals, partnerships, corporations or other legal entities having
ownership interests in the business and indicate their percentage of ownership. Attach additional
sheets if necessary. NOTE: Attach a copy of the Certificate of Formation or Joint Venture Agreement.
Form Completion Date:
Failure to properly complete and submit this form with the bid/proposal/offer may cause the
bid/proposal/offer to be considered non-responsive.
Form Issue Date: 07/10
Exhibit C: Summary of Financial Statements
Proposer
______________________________
Proposal Package ____________________________
Location(s) __________________________________
Year
Total Assets
$
% Change in Assets to Prior Year %
2009
2010
2011
$
%
$
%
Long Term Liabilities
% Change in LTL to Prior Year
$
%
$
%
$
%
Short Term Liabilities
% Change in STL to Prior Year
$
%
$
%
$
%
Net Worth
% Change in Net Worth to Prior
Year
$
%
$
%
$
%
Annual Sales
% Change in Annual Sales to
Prior Year
$
%
$
%
$
%
Operating Income
% Change in Operating Income
to Prior Year
$
%
$
%
$
%
Principal Business
Number of Employees
Number of Locations
Exhibit D: Estimated Investment
Proposer ________________________________
Location____________________
Estimated Investment
Architectural and Engineering Fees
$_____________________
Improvements
$_____________________
Furnishings, Fixtures and Equipment
$_____________________
Working Capital
$_____________________
Initial Inventory
$_____________________
Other (specify in notes section below)
$_____________________
Total Investment
$_____________________
Financing by Source ___________________ $_____________________
___________________ $_____________________
___________________ $_____________________
Equity
Equity as a Percent of Total Investment
Total Investment
$_____________________
_____________________%
$_____________________
Notes
________________________________________________________________
________________________________________________________________
Exhibit E: Pro Forma
Location___________________________
Describe your company's projection of sales and expenses for the first three
years of operation. Include explanations with respect to any increase or
decrease.
Note Year
Year 1______
$
%
Year 2
______
$
%
Year 3
______
$
%
Total Sales
Percent Change in Sales
vs Prior Year
Total Cost of Sales
Percent of Sales
$
%
$
%
$
%
Gross Income
Percent of Sales
$
%
$
%
$
%
$
%
$
%
$
%
Income Before Fixed
Costs
Percent of Sales
$
$
$
%
%
%
Total Occupancy Costs
Percent of Sales
$
%
$
%
$
%
Earnings Before Interest,
Taxes, Depreciation and
Amortization
Percent of Sales
$
%
$
%
$
%
Total G&A Expenses
Percent of Sales
Please complete Attachment 2 – Sales Expectation Information with explanations of
Year 1 Sales drivers and assumptions. Please explain your Exhibit E Pro Forma Year 1
sales expectations and what factors were used in those calculations. Please indicate
what average ticket price and transaction volume assumptions were used in calculating
your projected Year 1 sales.
Exhibit F-1: Airport Concessions Disadvantage
Business Enterprise (ACDBE)
Commitment Form
(This form is required as part of your proposal submission.)
The ACDBE goal on this concession is 35%
NOTE: The BDDD will only credit ACDBE participation that is certified by an approved
certification entity at the time of proposal submission.
The undersigned concessionaire/vendor has satisfied the requirements of the proposal
specifications in the following manner (Please check ( ) the appropriate space):
____ The concessionaire is committed to a minimum of ____% of ACDBE utilization on
this contract.
____ The concessionaire is unable to meet the ACDBE goal of 35% and is committed to
a minimum of _____% ACDBE utilization on this contract and submits documentation
demonstrating good faith efforts. (If checked must submit required Exhibits F-2 and
F-3)
____ The concessionaire is unable to meet the ACDBE goal of 35% and submits
documentation demonstrating good faith efforts. (If checked must submit required
form Exhibit F-3)
Name of concessionaire firm:
__________________________________
Signature
Title
Exhibit F-2: ACDBE Intent To Perform
(This form is required as part of your proposal submission,
except for 100% ACDBE participation.)
NOTE: An ACDBE Intent To Perform must be submitted for all ACDBEs listed and attach a copy
of the ACDBE Certificate for each ACDBE; and NCTRCA-assigned Affidavit Number for out-ofstate ACDBE firms.
Name of Concession/vendor firm
Address:
City:_________________________________________State:_________ Zip
Telephone:_______________ E-mail address
Name of ACDBE Firm:
Address:
City:____________________________________________State:_________ Zip
Telephone:_______________ E-mail address
Description of Goods and Services or work to be performed by ACDBE firm:
The Concessionaire is committed to utilizing the above named ACDBE for the goods and
services or work described above. The estimated dollar value and percentage of this work is
$______________________. _______%
NOTE: The ACDBE goal is expressed as a percentage of the total gross dollar value of the
proposed concession awarded to ACDBE
AFFIRMATION:
I hereby affirm that the above information is true and complete to the best of my knowledge. I
further understand and agree that, this document shall be attached thereto and become a
binding part of the concession contract. I further attest that the above-named ACDBE firm
affirms that it will perform the portion of the contract for the estimated dollar value as stated
above.
By:________________________________________ ________________________________
Concessionaire Signature
Title
By: ________________________________________ _______________________________
ACDBE Signature
Title
EXHIBIT F-3: ACDBE or D/M/WBE GOOD FAITH EFFORT PLAN
Please read these instructions carefully before completing the required Airport
Concession Disadvantaged Business Enterprise/Minority/Women Business Enterprise
(ACDBE/M/WBE) Good Faith Effort Plan. These instructions are designed to assist
proposers document ACDBE program compliance or in preparing the required detailed
and complete good faith effort information.
Proposers are required to submit detailed documentation when the contract specific
ACDBE/MWBE goal, as specified in the Request for Proposal (RFP) document is not
met. The DFW International Airport, Business Diversity and Development Department
(BDDD) will review and approve a proposer’s good faith efforts
Questions regarding completion of the ACDBE/M/WBE Good Faith Effort Plan should
be directed to the Procurement Contact:
Sonji Killyon – Senior Contract Administrator
[email protected]
972.973.5648
A. Proposers are required to make diligent efforts to achieve or exceed the contract
specific ACDBE/MWBE goal as specified in the RFP document. Compliance with the
ACDBE/MWBE goal or approved Good Faith Efforts are material to the concession
agreement and will be monitored throughout the duration of the concession term.
The following is a list of types of actions which the BDDD will consider as part of the
proposer’s good faith efforts to obtain ACDBE/MWBE participation. It is not
intended to be mandatory checklist, nor is it intended to be exclusive or exhaustive.
Other factors or types of efforts may be relevant in appropriate cases.
1. If pre-proposal meetings are scheduled by the airport which
ACDBE/MWBEs may be informed of concession opportunities under a given
proposal solicitation, attendance at such pre-proposal meetings is mandatory.
Proposers are responsible for the information provided at these meetings. The
good faith effort statement must reflect the proposer’s knowledge of the
information provided at these meetings.
2. Verifications of efforts to subcontract or joint venture, consistent with
industry and professional practice, with the ACDBE/MWBE whom the proposer
has contracted, or who have contracted the proposer, including the name,
addresses and telephone numbers of all ACDBE/MWBEs contacted; a
description of efforts made to subcontract; a description of the information
provided to ACDBEs regarding the scope of work to be performed by
subcontractors and members of a joint venture; and if attempts to subcontractor
actually occurred, the dates and places of such process and a description of the
outcome.
Exhibit F-3: ACDBE or D/M/WBE GOOD FAITH EFFORT PLAN
(continued)
3. Verification that, consistent with industry and professional practice, the
proposer gave ACDBE/MWBEs necessary access to and adequate time to
review projected scopes of work and other documents as well as adequate time
to prepare subcontractor proposals and/or negotiate joint venture arrangements.
The proposer will also give a statement as to why the proposer and the
ACDBE/MWBE did not succeed in reaching a subcontractor or joint venture
agreement.
4. Verification that, reasonably consistent with industry and professional
practice, and the proposer’s past practices on similar projects, the proposer
selected appropriate goods and services, and functions and activities of the
concession operation, to be performed by ACDBE/MWBEs in order to achieve
the goals, including consideration of structuring the contract into economically
feasible units to facilitate meaningful ACDBE/MWBE participation.
B. If a proposer cannot meet the ACDBE/MWBE goal as stated in the program, then an
approved ACDBE/M/WBE Good Faith Effort Plan (considered on a pass/fail basis) is
required otherwise your proposal will be considered non-responsive.
Administrative Reconsideration 26.53(d)
Within 30 days of being informed by The DFW International Airport that it is not
responsive because it has not documented sufficient good faith efforts, a
concessionaire may request administrative reconsideration. Concessionaire should
make this request in writing to the following reconsideration official:
Linda Valdez Thompson
Executive Vice President, Administration and Diversity
Dallas/Fort Worth International Airport
P.O. Box 619428
DFW Airport, TX 75261-9428
The reconsideration official will not have played any role in the original determination
that the concessionaire did not document sufficient good faith efforts.
As part of this reconsideration, the concessionaire will have the opportunity to provide
written documentation or argument concerning the issue of whether it met the goal or
made adequate good faith efforts to do so. The concessionaire will have the opportunity
to meet in person with our reconsideration official to discuss the issue of whether it met
the goal or made adequate good faith efforts to do. However, the decision shall be
made based solely on the entire administrative record. We will send the concessionaire
a written decision on reconsideration, explaining the basis for
Exhibit F-3: ACDBE or D/M/WBE GOOD FAITH EFFORT PLAN
(continued)
finding that the concessionaire did or did not meet the goal or make adequate good faith
efforts to do so. The result of the reconsideration process is not administratively
appealable to the Department of Transportation.
Once the request for reconsideration is received, the BDDD has 5 days in which to
consider the request. While the request is being considered, the airport will suspend its
review of proposals for that package. Once a determination is made by the BDDD, or
upon the expiration of the 5 day review period, the airport will resume evaluation of
proposals sent in response to the RFP.
Good Faith Efforts When an ACDBE/MWBE is replaced on a concession (23.53(0)
The DFW International Airport will require a concessionaire to make good faith efforts to
replace an ACDBE that is terminated or has otherwise failed to complete its concession
agreement, lease or subcontract with another certified ACDBE/MWBE, to the extent
needed to meet the concession specific goal. We will require the Concessionaire to
notify the ACDBE/MWBE Liaison Officer immediately of the ACDBE/MWBE's inability or
unwillingness to perform and provide reasonable documentation.
In this situation, we will require the concessionaire to obtain our prior approval of
the substitute ACDBE and to provide copies of new or amended subcontracts, or
documentation of good faith efforts.
C. The ACDBE/MWBE Good Faith Effort Plan should be prepared by the firm’s
ACDBE/MWBE Coordinator or designee. The Plan must be signed and dated by an
authorized company official. The Coordinator or designee should have a working
knowledge as to the proposed concession’s sub-concessionaire, sub-contracting
and/or supplier/vendor activities (actual and anticipated). This individual should be a
key figure in directing the proposer’s ACDBE/MWBE activities.
D. DFW reserves the right to approve all additions or deletions of sub-concessionaires,
subcontractors, and/or major vendors. In the event that an ACDBE/MWBE or
ACDBE/MWBE sub-concessionaire, subcontractor, or major vendor is replaced, the
proposer/concessionaire must make a good faith effort, subject to BDDD approval,
to involve and utilize another ACDBE/MWBE sub-concessionaire, subcontractor,
and/or major vendor.
EXHIBIT F-3: ACDBE or D/M/WBE GOOD FAITH EFFORT PLAN
(continuation)
NOTE: Fill out only, if the ACDBE and/or D/MWBE goal(s) were not achieved.
The following items are minimally considered as good faith efforts and demonstrate
specific initiatives made in attempting to achieve the concession specific ACDBE and/or
D/MWBE goal. Proposers are not limited to these particular areas and may include
other efforts deemed appropriate. Please feel free to elaborate on any question below.
GOOD FAITH EFFORT QUESTIONS
If applicable, did you attend pre-proposal conference?
Did your firm request and obtain a copy of the certified ACDBE and/or
D/MWBE firms?
Were ACDBE and/or D/MWBE firms contacted or solicited for
concession participation?
Provide listing of solicited ACDBE and/or D/M/WBE firms with whom
contact was made?
Please identify name of company, contact person, date, phone number
and briefly describe nature of solicitation. (Include as an Attachment)
Was direct contact made with the BDDD office?
If yes, please identify date/person contacted and assistance sought.
(Include as an Attachment)
Identify all ACDBE and/or D/MWBE support agencies/associations
contacted for ACDBE and/or D/M/WBE assistance or solicitation
(Minority Chambers of Commerce, purchasing councils, contractor
groups, etc.). (Please attach copies of solicitation letters of
assistance and/or describe, as an Attachment to this section, the
personal contact made)
Were concession-related opportunities to this project advertised in
minority/women newspapers and trade journals? (If yes, please include
a copy of the advertisement or detail the name of the publication(s),
date of advertisement and describe the solicitation)
Were copies of concession RFP furnished to any ACDBE and/or
D/MWBEs?
Identify efforts made to assist interested ACDBE and/or D/MWBEs in
obtaining bonding, insurance, or line of credit. (Please detail any
assistance that was provided or if they were referred, to whom)
Discuss efforts made to define additional elements of the work proposed
to be performed by ACDBE and/or D/MWBEs in order to increase the
likelihood of achieving the ACDBE and/or D/MWBE goal.
Yes (√) No
List, as an Attachment, all ACDBE and/or D/MWBE negotiations and/or
bids received but rejected. Identify company name, contact person,
telephone number, date, trade area and the reason for rejecting the
proposal or bid.
Discuss any other effort(s) aimed at involving ACDBE and/or D/MWBEs
(Include as an Attachment):
(a) Identify any specific efforts to divide work, in accordance with
normal industry practices, to allow maximum ACDBE and/or
D/MWBE participation.
(b) Discuss joint ventures initiatives, requesting second-tier ACDBE
and/or D/MWBE subcontracting, etc., if any.
(c) List all other good faith efforts employed, please elaborate.
AFFIRMATION
I HEREBY AFFIRM THAT THE ABOVE INFORMATION IS TRUE AND COMPLETE TO
THE BEST OF MY KNOWLEDGE. I FURTHER UNDERSTAND AND AGREE THAT,
THIS DOCUMENT SHALL BE ATTACHED THERETO AND BECOME A BINDING
PART OF THE CONCESSION CONTRACT.
NAME AND TITLE OF AUTHORIZED OFFICIAL:
______________________________________________________________________
SIGNATURE: _________________________________________________________
DATE:
FOR DFW BUSINESS DIVERSITY AND DEVELOPMENT USE ONLY:
Plan
Reviewed
________________________________________________________
by:
Date:
___________________________________________________________________
Signature
of
ACDBE
_______________________________________________
Recommendation:
__________________
Approval:
_____________________
Liaison:
Denial:
Exhibit F-4: Airport Concessions Disadvantage Business Enterprise
(ACDBE) Concessionaire Information
Concept Name ________________________________________________________
Concept will be Owned by the Following Entities (only those owning 10% or
more):
Entity 1: __________________________ Ownership Percentage _________
Entity 2: __________________________ Ownership Percentage _________
Entity 3: __________________________ Ownership Percentage _________
Entity 1 Information:
Entity’s principal place of business is in the city of __________________________
Entity's principal place of business is in the county of _______________________
Entity's majority stockholders, majority partners, majority owners, or franchisees reside
or work in the city of _____________________________________________
Owner 1: __________________________ Ownership Percentage ________
Owner 2: __________________________ Ownership Percentage ________
Owner 3: __________________________ Ownership Percentage ________
Entity 2 Information:
Entity’s principal place of business is in the city of __________________________
Entity's principal place of business is in the county of _______________________
Entity's majority stockholders, majority partners, majority owners, or franchisees reside
or work in the city of _____________________________________________
Owner 1: __________________________ Ownership Percentage ________
Owner 2: __________________________ Ownership Percentage ________
Owner 3: __________________________ Ownership Percentage ________
Entity 3 Information:
Entity’s principal place of business is in the city of __________________________
Entity's principal place of business is in the county of _______________________
Entity's majority stockholders, majority partners, majority owners, or franchisees reside
or work in the city of _____________________________________________
Owner 1: __________________________ Ownership Percentage ________
Owner 2: __________________________ Ownership Percentage ________
Owner 3: __________________________ Ownership Percentage ________
Exhibit F-4
(continuation)
Are any of the entities currently certified by the North Central Texas Regional
Certification Agency or other ACDBE Certification Agencies?
Yes
No
If yes, please include copy(ies) of certificate(s).
If Yes, which entity of the Joint Venture?_____________________________
What is the certification agency?
What is the certification number?
If Yes, which entity of the Joint Venture?_____________________________
What is the certification agency?
What is the certification number?
Is the entity certified as a Disadvantaged Business Enterprise?
If yes, please include copy(ies) of certificate(s).
Yes
No
Is the entity certified as a Minority/Women Business Enterprise?
If yes, please include copy(ies) of certificate(s).
Yes
No
Exhibit F-4
(continuation)
Information and Questionnaire
How to Determine ACDBE Participation
In accordance with the objectives of the ACDBE regulations, joint ventures are intended
to have a business structure set forth in a signed written agreement that clearly and
specifically defines the participation of each party in the contribution of property, capital,
efforts, skills and knowledge.
An ACDBE is to be responsible for a distinct, clearly defined portion of the work of
the contract. In this context, “distinct” means separate and distinguishable from
the work of the non-ACDBE. “Clearly defined” means that there is no guesswork
involved in determining the nature of the work assigned to the ACDBE. In order to
be considered a distinct, clearly defined portion of the work, it is necessary to fully
understand exactly what the work will entail, including an estimate of the time and
resource requirements for each major task. For example, if the ACDBE’s portion of the
work is only described as “advise about ” or “participate in” a portion of the work, the
work would likely not be considered distinct or clearly defined because it is not clear
what work the ACDBE will accomplish. Much more detail would be necessary in order to
determine the portion of the work to be attributed to the ACDBE. Of course, the work of
the contract also includes the role of the ACDBE in the overall management of the
business (e.g., as a participant on a management committee or some other governing
board) as well as participation in the day-to-day management of the business.
The FAA has outlined the following areas for review when substantiating the level of
ACDBE participation on your proposed Lease(s) with the Dallas Fort Worth International
Airport.
Capital contribution – The capital to be contributed by each party should be clearly
specified in the joint venture agreement. The agreement should specify the initial capital
contributions to be made by each party and how future capital contributions will be
allocated. The ACDBE’s portion of the initial and future capital contributions should be
equal to its ownership percentage. A subsequent section of this guidance will discuss
issues relating to how the capital is contributed (i.e., cash contributions or financing
provided by the non-ACDBE joint venture participant).
Control – The ACDBE participant(s) in the joint venture should have control in
proportion to their ownership interest and proportionate control of the governance of the
joint venture. Each joint venture partner should assume full responsibility for
Exhibit F-4
(continuation)
executing each element of the work assigned to it. Usually, a joint venture will have
a management committee (referred to by various names, including “Executive
Committee” or “Board”) that controls the overall business. The ACDBE participant(s) is
usually a minority participant, owning less than 50% of the business. In this case, the
ACDBE(s) can be out-voted on most of the business decisions made by the committee.
This really means that for the most part, the joint venture is controlled by the party
owning 51% or more of the business, usually not the ACDBE. However, the
agreement should provide for control by the ACDBE of the activities for which it
is responsible. This can be accomplished through direct control of their assigned
role or establishment of a separate management committee or subcommittee in
which the ACDBE has majority vote for issues involving facilities or
responsibilities which it controls. In addition, there should be some major
decisions requiring a unanimous vote to substantiate some level of control
attributable to the ACDBE (e.g., items related to expansion, borrowing, lending
money, etc.).
Management – The ACDBE participant must share in the management of the joint
venture. The agreement should address the issue of the overall management, or
governance, of the business of the joint venture and the day-to-day management of the
joint venture’s operation. The ACDBE participant should participate in the overall
management, decision making, and day-to-day operations, including decisions
on the hiring and firing of management personnel (and if appropriate nonmanagement personnel) for the joint venture to be eligible for ACDBE credit. This
can be accomplished through a “Management Committee,” as described under
“control,” though this is not the only acceptable mechanism. Under a management
committee structure, the committee is responsible for managing and directing the
business of the joint venture. Each participant is represented on the management
committee and votes according to its ownership interest in the venture. Each participant
on the management committee not only has a right, but an obligation to receive and
consider the views of the ACDBE participant. The agreement should specify the
frequency of the management committee meetings, and formal agendas and meeting
minutes should be prepared. In addition, the agreement should provide for the day-today management of the joint venture and specify the roles and responsibilities of each
participant. The issue of day-to-day roles and responsibilities assigned to the ACDBE
participant is further discussed in Section 4.
Risks – Each of the participants in the joint venture must share in the risks of the
business in proportion to their ownership interest. These risks include financial,
legal, operational, etc. The agreement should include provisions for proportional sharing
in profits as well as losses (see section 3.4). However, a monthly distribution of actual
profits or monthly payment of a management fee, as defined in the agreement,
consistent with industry standards, is permissible.
Exhibit F-4
(continuation)
Profits – Each of the participants must also share in the profits and losses in
proportion to the ownership interest. Accounting methods and the timing of
distribution should be included in the agreement and reviewed for reasonableness by
the airport. There
should be no provisions in the agreement which have the effect of creating separate
profit centers to siphon profits before each participant’s share is calculated. For
example, requirements to purchase goods and/or services from one of the participants
that results in controlling profits remaining for distribution to the joint venture participants
are not acceptable. However, purchasing goods and/or services from one of the
participants may be acceptable if the terms are spelled out and the cost of the goods
reflects the actual cost of the product plus any processing/handling costs and
reasonable overhead expenses. Airports should carefully examine all accounting
mechanisms to ensure that the distribution process is reasonable.
Annual Requirement - Concessionaire shall file with BDDD and Department of
Concessions on the anniversary date of the ACDBE’s certification, a written affidavit, in
a form acceptable to BDDD, stating any change(s) in the circumstances affecting the
ACDBE’s ability to meet ACDBE certification eligibility, including but not limited to size,
ownership or control criteria of 49 C.F.R. Part 23 and 26 or any material changes in the
information provided with the ACDBE’s application for certification.
Concessionaire shall also file with BDDD and Department of Concessions on an annual
basis on or before January 1st , or as requested by the Vice President of Business
Diversity or designee, a written affidavit, in a form acceptable to BDDD, stating any
change(s) in the circumstances affecting the Concessionaire’s ACDBE participation.
The written affidavit shall show Concessionaire’s compliance with 49 C.F.R Part 23 and
26 and the FAA Joint Venture Guidance including but not limited to capital contribution,
roles, responsibilities, control, percentage of equity ownership and address any material
change(s) in the ACDBE’s participation in the operations authorized by the Lease and
information provided in the Concessionaire’s proposal regarding ACDBE participation to
the Board.
The following are a list of questions used in evaluating a new joint venture agreement,
but are also helpful when evaluating a current agreement as well.
Exhibit F-4
(continuation)
Joint Venture Eligibility
ACDBE Review Questionnaire (submittal should include both the questions with the
corresponding answers):
1. Name of Joint Venture:
2. Name, address and phone number of joint venture contact person:
3. Firms participating in joint venture (use additional pages if necessary):
Name of firm:
Address:
Phone Number:
Contact name/phone number:
% ownership:
ACDBE: yes
no
Certifying agency:
Date of Certification:
Type of work for which certification was granted:
Name of firm:
Address:
Phone Number:
Contact name/phone number:
% ownership:
Exhibit F-4
(continuation)
ACDBE: yes
no
Certifying agency:
Date of Certification:
Type of work for which certification was granted:
CAPITAL
Is the ACDBE capital investment financed by the Prime? If so, how is it being repaid?
4. ACDBE initial capital contribution: $
and/or
%
5. Future capital contributions (explain requirements):
6. Source of funds for the ACDBE capital contribution:
CONTROL/ MANAGEMENT
What areas of the business are to be controlled by the ACDBE? The ACDBE is
expected to have distinctive areas of the business for which they have a majority “vote”
and control. We need more information than terms and phrases such as “participate in”,
or “advise about” when used in describing the work of the ACDBE, since the work and
responsibility are not distinctive. The ACDBE is expected to participate in the day-today management of the business.
7. Describe the portion of the work or elements of the business that will be controlled by
the ACDBE:
8. Describe the portion of the work or elements of the business to be controlled by the
non-ACDBE:
9. Describe the ACDBE’s involvement in the overall management of the joint venture
(e.g., participation on a management committee or managing board, voting rights,
etc.)
Exhibit F-4
(continuation)
10. Describe the roles and responsibilities of each joint venture participant with respect
to managing the joint venture (use additional sheets if necessary):
a. ACDBE joint venture participant:
b. Non-ACDBE joint venture participant:
11. Describe the roles and responsibilities of each joint venture participant with respect
to operation of the joint venture (use additional sheets if necessary):
a. ACDBE joint venture participant:
b. Non-ACDBE joint venture participant:
12. Which firm will be responsible for accounting functions relative to the joint venture’s
business?
13. Explain what authority each party will have to commit or obligate the other to
insurance and bonding companies, financing institutions, suppliers, subcontractors,
and/or other parties?
14. Please provide information relating to the approximate number of management,
administrative, support and non-management employees that will be required to operate
the business and indicate whether they will be employees of the ACDBE, non-ACDBE
or joint venture.
Non-ACDBE
ACDBE Firm
Joint Venture
Management
Administrative
Support
Hourly Employees
15. Please provide the name of the person who will be responsible for hiring employees
for the joint venture. Who will they be employed by?
Exhibit F-4
(continuation)
16. Are any of the proposed joint venture employees currently employees of any if the
joint venture partners?
yes
no
If yes, please list the number and positions and indicate which firm currently employs
the individual(s).
17. What will be the voting rights of the joint venture members?
RISKS AND PROFITS
18. Describe the ACDBE’s share in the profits of the joint venture:
19. Describe the ACDBE’s share in the risks of the joint venture:
20. Does the ACDBE pay the Prime a service or management fee? If so,
a. How is the service or management fee calculated?
b. How often is the service or management fee paid?
c. What are the services provided by the non-ACDBE partner in return for
the service or management fee?
OTHER
21. Attach a copy of the joint venture agreement, promissory note or loan agreement (if
applicable), and any and all written agreements between the joint venture partners.
22. List all other business relationships between the joint venture participants, including
other joint venture agreements in which the parties are jointly involved.
23. What is the ACDBE participation commitment of your Lease Agreement with the
Dallas Fort Worth International Airport?
EXHIBIT F-5: DISADVANTAGED/MINORITY/WOMEN BUSINESS
ENTERPRISE
(D/M/WBE) COMMITMENT FORM
The D/M/WBE goal on this concession is 30%
NOTE: The BDDD will only credit D/M/WBE participation that is certified by an approved
certification entity at the time of proposal submission.
The undersigned concessionaire/vendor has satisfied the requirements of the proposal
specifications in the following manner (Please check ( ) the appropriate space):
____ The concessionaire is committed to a minimum of ____% of D/M/WBE utilization
on this contract.
____ The concessionaire is unable to meet the M/WBE goal of 30% and is committed to
a minimum of _____% M/WBE utilization on this contract and submits documentation
demonstrating good faith efforts. (If checked must submit required form F-3)
____ The concessionaire is unable to meet the M/WBE goal of 30% and submits
documentation demonstrating good faith efforts. (If checked must submit required
form F-3)
Name of concessionaire firm:
__________________________________
Signature
Title
EXHIBIT F-5
(continuation)
D/M/WBE UTILIZATION PLAN
SUBCONTRACTOR AND/OR VENDOR/SUPPLIES
OPPORTUNITIES
List all actual and anticipated subcontractors and/or major vendors/suppliers; include
both ACDBE and/or D/MWBE, to be utilized on the concession (use additional sheets if
necessary). Examples: Janitorial services, accounting services, HR services, etc.
Name & Address
of Company
Business
Area
Scope of
Work/Supplies to be
Performed
Estimated
Amount
($)
Identify
Sub/Suppli
er
ACDBE/
DMWBE
Yes (√) No
Attach
“ACDBE/DM
WBE Letter
of Intent”
and copy of
Certification
Letter
(Use Additional Sheets if Necessary)
AFFIRMATION
I HEREBY AFFIRM THAT THE ABOVE INFORMATION IS TRUE AND COMPLETE TO THE BEST OF
MY KNOWLEDGE. I FURHTER UNDERSTAND AND AGREE THAT, THIS DOCUMENT SHALL BE
ATTACHED THERTO AND BECOME A BINDING PART OF THE CONCESSION CONTRACT.
NAME AND TITLE OF AUTHORIZED OFFICIAL:
______________________________________________________________________
SIGNATURE: _____________________________________________DATE:
FOR DFW BUSINESS DIVERSITY AND DEVELOPMENT USE ONLY:
Plan Reviewed by: ________________________________________________________
Date: ___________________________________________________________________
Signature of ACDBE Liaison: _______________________________________________
Recommendation:
Approval: _____________________ Denial: __________________
Exhibit G
Workforce Composition
NAME OF BIDDING FIRM / CONTRACTOR
Classification
M=Male / F=Female
American Indian or
Alaskan Native
M
F
%
DATE
Asian or Pacific
Islander
M
F
%
Black
M
F
Hispanic
%
M
F
Total Number of Full Time
Employees
White
%
M
F
%
M
F
ALL
Officials and Managers
Professionals
Technicians
Sales Workers
Administrative Support
Workers
Craft Workers
Laborers and Helpers
Service Workers
TOTAL
Definitions in accordance with Equal Employment Opportunity (EEO)
American Indian or A person having origins in any of the original peoples of North America, and who maintain their culture through a tribe or community
Alaskan Native
Asian or Pacific A person having origins in any of the original people of the Far East, Southeast Asia, India, or the Pacific Islands. These areas include, for example,
Islander China, India, Korea, the Philippine Islands, and Samoa.
Black A person having origins in any of the black racial groups of Africa.
Hispanic A person of Mexican, Puerto Rican, Cuban, Central or South American, or other Spanish culture or origin, regardless of race.
White A person with origins in Europe, North Africa, or the Middle East.
REMARKS:
%
Exhibit H: Proposer Checklist
Please use this checklist when finalizing your proposal. The following items
must be included with each copy of your proposal.
A separate proposal should be submitted for each package (i.e. if bidding on
RTL01 and RTL03, there should be two separate proposals submitted). Use
the RFP to determine the specific information required in each section.
Proposers will submit eight (8) three (3)-ring binders, including one original,
marked "Original", and seven (7) identical copies.
Only the original should contain a rent section and a financial section. Please
place these elements in separate envelopes.
The seven (7) copies should include all sections included in the original except
for the rent and financial sections.
Please label your proposals on the front cover as “Original” or “Copy 1 of 7”,
“Copy 2 of 7” etc. Please note the package number on the front cover of
the proposal.
An electronic copy of the Original Proposal should be included on disk or thumb
drive, saved in an Adobe format.
Proposal should not exceed a total of sixty (60) 8 ½ inch x 11 inch pages in
length, 11 point font, single-spaced, single sided (thirty 30 pages double sided).
Please use the following tabs when identifying each section of your proposal:
Tab 1 - Introduction
A.
Cover Letter
B.
Executive Summary
C.
Proposal Deposit – Deposit should be inserted in the proposal marked
“original”.
D.
Notarized Proposal Acknowledgement Form (Exhibit A)
E.
Concessions Business Disclosure Form (Exhibit B)
F.
Exhibit I – Default Overview Form
Tab 2.1 – Concept (Merchandise/Operation)
A.
Brand
B.
Location Design
C.
Merchandise/Menu/Services List (Not included in Page Count Limit)
D.
Innovation
E.
Operations Overview
F.
Management Experience (includes Management/Staffing)
Tab 2.2 – Rental Information to the Airport (Separate Envelope in Original only)
A.
Proposed Rent Statement, Attachment 1
Tab 2.3 – Financial Information (Not included in Page Count Limit) (Separate Envelope in
Original Only)
A.
Financial Statements
B.
Documents indicating external financial support (if applicable)
C.
References if not doing business currently at DFW (if applicable)
D.
Summary of Financial Statements, Exhibit C
E.
Estimated Facility Investment, Exhibit D
F.
Pro Forma, Exhibit E
G. Attachment 2 – Sales Expectation Information
Tab 2.4 – ACDBE and D/M/WBE Participation (Not included in Page Count Limit)
A.
Description and documentation of ACDBE contribution(s) and role(s) in the
proposed concept that meets the requirements.
B.
Exhibit F-1: Required for all proposers
C.
Exhibit F-2: Required for proposers with percentage participation and joint
ventures.
D.
Exhibit F-3: Required for all Good Faith Efforts.
E.
Exhibit F-4: Required for proposers with percentage participation and joint
ventures.
F.
Draft joint venture or operating agreement must be submitted in its entirety
including amendments, exhibits, attachments and any promissory notes
(including a description of the collateral for any loan or personal guarantee)
associated with the proposed operation(s). This is required for all proposers
with percentage participation.
G.
ACDBE Certificates for ACDBE firms identified (Required for all proposers)
H.
Exhibit G – Workforce Composition (Required for all proposers.)
D/M/WBE Participation (Not included in Page Count Limit)
A. Description and documentation of D/M/WBE contribution(s) and role(s) in the
proposed concept that meets the requirements. (Required for all proposers)
B. Exhibit F-5: D/M/WBE Commitment and Utilization Plan (Required for all
proposers).
C. D/M/WBE Certificates for D/M/WBE firms identified (Required for all
proposers).
AFFIRMATION
I HEREBY AFFIRM THAT THE ABOVE INFORMATION IS TRUE AND COMPLETE TO
THE BEST OF MY KNOWLEDGE.
NAME AND TITLE OF AUTHORIZED OFFICIAL:
______________________________________________________________________
SIGNATURE: _________________________________________________________
DATE:
Exhibit I: Default Overview Form
Answer the following questions to disclose all default, litigation, mediation or arbitration for any
Airport and all other landlords for the purpose of the RFP evaluation.
This form must be signed and notarized.
1) Has the proposer defaulted on any lease in the last 10 years? If yes, please explain.
____________________________________________________________________
2) Has the proposer been charged any penalties or liquidated penalties for noncompliance? If yes, please explain.
____________________________________________________________________
3) Is the proposer currently in litigation with any other Airport(s)? If yes, please explain.
____________________________________________________________________
4) Has the proposer in the past, had a lease terminated due to non-compliance of lease? If
yes, please explain.
____________________________________________________________________
Attach detailed information regarding any litigation, liens, or claims involving the proposing
company.
Proposal Package
___________________________________
Location ID(s)
___________________________________
Name of Proposer:
___________________________________
Signature of Authorized Person:
___________________________________
Printed Name of Authorized Person:
___________________________________
Title:
___________________________________
Business Phone:
___________________________________
E-mail:
___________________________________
Date:
___________________________________
Subscribed and Sworn to before me this __________ day of _____________2012.