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.
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