rfp fuel and convenience - final · 2015-08-03 · the airports authority is seeking a fuel...

�

REQUEST FOR PROPOSALS

for

Development and Operation of the Fuel Retailing and Convenience Concession

at

WASHINGTON DULLES INTERNATIONAL AIRPORT

RFP NO. MWAA 6-15-C002

Metropolitan Washington Airports Authority PROCUREMENT AND CONTRACTS DEPT.

SOLICITATION OFFER AND AWARD

PAGE I -1 Metropolitan Washington Airports Authority Procurement and Contracts Dept., MA-29 1 Aviation Circle, Suite 154 Washington, DC 20001-6000

1. FOR INFORMATION CALL

NAME: Katherine Ruhl TELEPHONE NUMBER: (No Collect Calls) 703-417-8666

2. SOLICITATION NUMBER 3. TYPE OF SOLICITATION 4. DATE ISSUED 6-15-C002 REQUEST FOR PROPOSALS (RFP) March 12, 2015

SOLICITATION 5. DESCRIPTION OF SUPPLIES, SERVICES, CONSTRUCTION The Airports Authority is seeking a fuel retailing and convenience store team to develop and operate a new multi-fuel service station and convenience store in a lease agreement with a 20 year term. This new concession will replace the current fueling and convenience concession contract, which will expire in December 2016. The current concession sells approximately 5.5 million gallons of fuel annually; its convenience store and carry-out restaurant sales exceed $5 million annually. This fueling and convenience store often operates near or at capacity; the new operation will benefit from a larger site that will allow added space and layout flexibility to increase sales potential. The new site is being offered on a different parcel but at the same intersection (Rudder Road and Ariane Way) as the current service station and store.

All questions concerning this solicitation must be submitted by 3:00 PM April 7, 2015 via the Airports Authority's website at: http://www.mwaa.com/7767.htm Note: This solicitation has a 20% LDBE participation requirement and a 15% ACDBE participation goal. NOTE: CONTRACTORS ARE RESPONSIBLE FOR VERIFYING NUMBER AND DATES OF AMENDMENTS PRIOR TO SUBMITTING A

PROPOSAL. FAILURE TO ACKNOWLEDGE AN AMENDMENT MAY RESULT IN PROPOSAL BEING DETERMINED NON-CONFORMING.6. BOND REQUIREMENTS BID BOND: $50,000 COMPLETION GUARANTEE: Total Cost of the Facility PAYMENT AND PERFORMANCE GUARANTEE: $300,000 7. PRE-PROPOSAL CONFERENCE DATE: March 31, 2015 TIME: 10:00 AM LOCATION: Washington Dulles Int'l Airport; Main Terminal, Baggage Claim Level; Conference Room B (next to Airport Manager's Office) 8. DEADLINE FOR OFFER SUBMISSION

Sealed offers in original and 7 copies are due at the place specified at the top of this form by 3:00 P.M. local time, May 6, 2015. Sealed envelopes containing offers shall be marked to show the offeror’s name and address, the solicitation number, and the date and time the offers are due. Proposals will not be publicly opened.

OFFER (Must be fully completed by offeror) 9. NAME AND ADDRESS OF OFFEROR (Include Zip Code) 11. REMITTANCE ADDRESS (If different than Item9)

12A. E-MAIL ADDRESS

10A. TELEPHONE NUMBER 10B. FAX NUMBER 12B. COMPANY INTERNET WEBSITE

NOTICE: Offer shall be valid for 180 days 13. ACKNOWLEDGMENT OF AMENDMENTS (This offeror acknowledges receipt of

amendments to this solicitation - give number and date of each) 14A. NAME & TITLE OF PERSON AUTHORIZED TO SIGN OFFER

AMENDMENT NO. 14B. SIGNATURE 14C. DATE

DATE

AWARD (To be completed by MWAA) 15. ACCEPTED AS TO ITEMS NUMBERED 20A. NAME OF CONTRACTING OFFICER

16. CONTRACT NUMBER 17. AMOUNT

20B. SIGNATURE OF CONTRACTING OFFICER

18. DATE OF AWARD 19. CONTRACT EFFECTIVE DATE

MWAA Form PR-05 (Rev.6/2011)

Metropolitan Washington Airports Authority Washington Dulles International Airport

Request for Proposals Page i MWAA-6-15-C002

CONTENTS �

CONTENTS�.....................................................................................................................................................�i�

SECTION�I.��INTRODUCTION�AND�DESCRIPTION�OF�THE�OPPORTUNITY�.....................................................�1�

A.� Salient�Business�Points�...........................................................................................................�1�

B.� The�Concession�Opportunity�..................................................................................................�4�

C.� Dulles�Airport�and�the�Proposed�Premises�............................................................................�4�

D.� The�Authority�.........................................................................................................................�5�

SECTION�II�–�CONCESSION�OBJECTIVES,�SCOPE�OF�OPERATIONS�AND�CONCESSION�PREMISES�................�7�

A.� Concession�Objectives�............................................................................................................�7�

B.� Existing�Leasehold�and�Operation�(to�cease�on�December�31,�2016)�...................................�8�

C.� New�Operation�.......................................................................................................................�9�

D.� New�Concession�Premises�....................................................................................................�11�

SECTION�III�–�PRE�PROPOSAL�CONFERENCE�..............................................................................................�14�

A.� Schedule�...............................................................................................................................�14�

B.� Purpose�of�Conference�.........................................................................................................�14�

C.� Pre�Proposal�Conference�Questions�....................................................................................�14�

D.� RFP�Questions�After�the�Pre�Proposal�Conference�..............................................................�15�

E.� Amendments�........................................................................................................................�15�

SECTION�IV�–�BID�BOND�.............................................................................................................................�15�

SECTION�V�–�FINANCIAL�CONSIDERATION�.................................................................................................�15�

SECTION�VI�–�LDBE�AND�ACDBE�PARTICIPATION�REQUIREMENTS�............................................................�16�

A.� LDBE�Participation�................................................................................................................�16�

B.� Airport�Concession�Disadvantaged�Business�Enterprise�......................................................�17�

SECTION�VII�–�SUBMISSION�REQUIREMENTS�............................................................................................�18�

A.� RFP�Schedule�........................................................................................................................�18�

B.� Questions,�Changes�and�RFP�Amendments�.........................................................................�18�

C.� Submittal�Format�.................................................................................................................�18�

D.� Submittal�Contents...............................................................................................................�19�

E.� Submittal�Delivery�and�Deadline�..........................................................................................�30�

F.� Proprietary�Data�...................................................................................................................�30�

G.� Communications�with�the�Authority�Prohibited�..................................................................�31�

H.� Rights�of�the�Authority�.........................................................................................................�31�

I.� Proposal�Costs�......................................................................................................................�32�

J.� Proposal�Acceptance�Period�................................................................................................�32�


Request for Proposals Page ii MWAA-6-15-C002

K.� Late�Proposals;�Late�Modifications;�Late�Withdraws�...........................................................�32�

SECTION�VIII�–�EVALUATION�AND�SELECTION�...........................................................................................�33�

A.� Best�Value�.............................................................................................................................�33�

B.� Relation�of�Submittal�Detail�to�Evaluation�Criteria�..............................................................�33�

C.� Evaluation�Criteria�................................................................................................................�34�

D.� Additional�Consideration�.....................................................................................................�34�

E.� Debriefings�...........................................................................................................................�35�

F.� Protests�................................................................................................................................�35�

SECTION�IX�–DISCLAIMER�..........................................................................................................................�36�

ATTACHMENT�1�–�LAND�AND�CONCESSION�LEASE�AND�DEVELOPMENT�AGREEMENT�..............................�1�

ATTACHMENT�2�–�ADDITIONAL�SITE�DEVELOPMENT�INFORMATION�.........................................................�2�

ATTACHMENT�3�–�FINANCIAL�OFFER�FORM�................................................................................................�3�

ATTACHMENT�4�–�LOCAL�DISADVANTAGED�BUSINESS�ENTERPRISE�(LDBE)�AND�AIRPORT�CONCESSIONS�DISADVANTAGED�BUSINESS�ENTERPRISE�(ACDBE)�DETAIL�.........................................................................�4�

ATTACHMENT�5�–�ELIGIBILITY�FORM�...........................................................................................................�5�

�


Request for Proposals Page 1 MWAA-6-15-C002

SECTION I. INTRODUCTION AND DESCRIPTION OF THE OPPORTUNITY

A. Salient Business Points

The salient business points for the Land and Concession Lease and Development Agreement (Lease) are as follows:

1. Authority: Metropolitan Washington Airports Authority (“Authority”)

2. Lessee: “Lessee” (To be identified)

3. Premises: That certain 3.0� acre site located at the northeast corner of Rudder Road and Ariane Way at Washington Dulles International Airport in Sterling Virginia (“Premises”).

4. Term: Twenty (20) years from commencement of operations or October 1, 2016, whichever is earlier (“Term”).

5. Rent Structure: Total Rent payable will be comprised of the following four categories (collectively “Rents”): �1. Ground Rent:a

Annual Amount During Construction Period (prorated) $60,000 Years 1-5 $97,500 Years 6-10 $117,000 Years 11-15 $140,400 Years 16-20 $168,480

2. Base Rent:a 1% of prior year’s Total Salesb

Minimum / year = $150,000 3. Fuel Sales Fee:c

Sales in gallons / yearFrom To Cents per Gallon

- 2,000,000 $0._____c

2,000,001 4,000,000 $0._____c

4,000,001 6,000,000 $0._____c

6,000,001 8,000,000 $0._____c

8,000,001 and above $0._____c

4. Non-Fuel Sales Fee:c

Years 1-20 ____%c Non-Fuel Sales



Notes:

a) Categories 1 and 2 are paid monthly in advance at the amounts indicated.

b) Fuel Sales + Non-Fuel Sales = Total Sales. c) Categories 3 and 4 will be competitively bid by the

Proposers and will be paid monthly in arrears (with one calendar-month lag).�

6. Building Standards: Lessee will improve the Premises with a retail fueling and convenience store that will include food and beverage service, fueling and retail offerings (“Facilities”).

7. Maintenance Standards:

Lessee will maintain the Facilities to ensure continuous operations in a clean and safe manner on a 24/7/365 basis.

8. County and Local Taxes:

Will be paid directly by Lessee or reimbursed to Authority by Lessee for all taxes related to this Lease.

9. Facilities Reversion: At the expiration of the Term, the Facilities will revert to the Authority and the Lessee will be required to remove all tanks, underground piping, overhead canopies and fuel dispensers unless there is an alternate arrangement negotiated by the parties.

10. Option on Adjacent Land:

Lessee will have the one-time option to lease an adjacent 2.3�acre site directly east of the Premises (“Adjacent Land”) to be exercised during the first year of the Term. Lessee will propose a use and economic structure to the Authority which Authority may approve or decline in its sole discretion. If declined, the Adjacent Land may be offered to other parties.

11. Local DisadvantagedBusinessEnterprise:

The Local Disadvantaged Business Enterprise (LDBE) goal is 20% of the total design and construction costs.

12. Airport Concession DisadvantagedBusinessEnterprise:

The Airport Concession Disadvantaged Business Enterprise(ACDBE) goal is generation of at least 15% of gross receipts.

13. Environmental: Lessee will develop and operate the Facilities in compliance with all applicable environmental laws and regulations and will indemnify Authority against any liability related thereto. The Authority will have discretion in assessing whether or not the Lessee has sufficient assets to support the environmental indemnities and if deemed insufficient, additional support will be required in the form of an additional indemnity or guaranty.



14. Obligations of Lessee:

a) Lessee will finance, design, construct and operate the Facilities in compliance with local law including the design and construction standards and regulations of the Authority.

b) Lessee will perform the necessary work to bring all required utilities to the property line of the Premises with the understanding that the Authority will reimburse the Lessee for the actual cost of such work in an amount not to exceed $200,000. Reimbursement will be made through Ground Rent credits over the first three (3) years of the Term.

c) Lessee will be responsible for installation of meters and for distribution of utilities within the Premises at its own expense.

d) Lessee will be required to locate utility connections at the easternmost property line of the Premises to accommodate utility service for the Adjacent Land.

e) Lessee will perform and pay for the work to modify the traffic islands, curbs and curb cuts to accommodate access to the Premises.

f) Lessee will develop the Premises so that the Adjacent Land will not suffer a grade change or other impediment to the access to that Premises or circulation within it.

15. Guarantees and Bonds from Lessee:

a) Bid Bond in the amount of $50,000 to be released after the Lease is executed.

b) Completion Guarantee in the amount of the total construction cost of the Facilities, to be released after construction completion plus lien run periods.

c) Payment and Performance Guarantee equal to $300,000 for the entire Term.

Items b) and c) will be supported by Letters of Credit from Authority-approved institutions drawn at sight and presented in the Washington metropolitan area.

16. Obligations of Authority:

Authority will cooperate to allow access to the Premises for construction and will cooperate in providing plan review, issuance of a construction permit, connection to existing utilities and design review.

17. Assignment and Subletting:

Lessee may not transfer, assign or sublet in whole or in part without the consent of the Authority.



18. Documentation: The foregoing summary is not an all-inclusive list of the terms and conditions of the contemplated transaction. A formal contract will memorialize the final transaction.

B. The Concession Opportunity

The Authority is seeking proposals from fuel retailing and convenience store teams to develop and operate a new multi-fuel service station and convenience store on Authority property at Washington Dulles International Airport (Dulles Airport). The Authority is seeking firms that have a proven combination of experience, financial capacity, and expertise in the design, construction, financing, and management of fuel stations, convenience stores, food courts, or rest stops. The Authority intends to enter into a Lease with a 20 year term with a qualified firm in accordance with the terms and conditions of this Request for Proposal (RFP). The Term will be preceded by a construction period. A copy of the draft Lease is included as Attachment 1.

This RFP is for a Lease to replace the current fueling and convenience concession contract, which will expire in December 2016. The current concession offers fuel (5.8 million gallons reported average annual sales from 2007 through 2014) as well as convenience sales with carry-out restaurant service ($5.1 million reported average annual non-fuel sales from 2007 through 2014).

This fueling and convenience store often operates near or at capacity. Believing that the constrained site has limited sales, the Authority would like to allow for expanded facilities and sales, and is offering a new site to replace the current operation, which will be closed. The Authority also encourages responses that can involve service and delivery concepts yielding greater customer service and sales.

�The new Premises are located at the same intersection as the current facility but consist of slightly more than three (3) acres, which is approximately one (1) acre larger than the present concession leasehold. There is also an adjacent lot of approximately 2.3 acres (Adjacent Land) upon which the Selected Offeror will have a one-year option to lease for up to the remainder of the Term.

�C. Dulles Airport and the Proposed Premises

Dulles Airport is one of three commercial airports serving the Metropolitan Washington area. In 2014 it captured approximately one-third of passenger trips through these airports and, over the last decade, has been the most active in terms of commercial passengers. Dulles Airport is the region’s dominant airport in terms of international service; in 2014, approximately 7.1 million of its 21.6 million air passengers were traveling to or from other countries. Dulles is the metropolitan area’s growth airport and a major East Coast gateway airport with an ultimate potential to handle three times the current levels of demand when expanded according to its Master Plan. Dulles is located approximately 26 miles west of the District of Columbia in Virginia on the border of Fairfax and Loudoun Counties (Exhibit 1).

MetrWas

RequMWA

ropolitan Wshington Du

uest for PropAA-6-15-C00

E

OaRthexcath

D. T

TthmAthexcothre

Washington Aulles Interna

posals02

Exhibit 1 -- Lo

On Dulles Airnd convenie

Rudder Roadhe Dulles Intxit from the ar companiehe waiting ge

The Authorit

The Authorityhe Commonw

maintaining,Airport. Theshe United Sxceptions asontrol over, he Authority;estrictions w

Airports Auational Airp

ocation of W

rport, the cusence store, wd and Arianeternational Apublic Econ

es, the taxicaeneral public

ty

y is a body cwealth of Viand improvise two airpo

States goves noted in thand comple

; the Authorwith respect t

uthorityort

Washington D

stomers andwhich is locae Way (ExhiAirport Accesomy Parkingab holding/dc and waiting

corporate anrginia and thng the Dulleorts have bernment, whihe lease, thete discretioity has the sto federal law

Dulles Intern

d employeesated on the nbit 2). This ss Highwayg lots. This dispatch lot, g commercia

nd politic crehe District oes Airport aneen conveyeich expirese federal gon in, operatsame propriew as any oth

ational Airpo

s are servednorthwest qulocation is n(Access Higlocation is aand the cellal drivers.

eated by an of Columbia fnd Ronald Red to the Auin 2067 un

overnment htions and deetary powerher airport ow

ort�

by one pubuadrant of thnear the weghway) and also on the rphone lot, w

interstate cfor the purp

Reagan Wasuthority thronless extendhas conveyeevelopmentrs and is subwner.

blic fueling sthe intersectistern terminis directly o

route to the rwhich serves

compact betwose of operashington Natugh a lease

ded. With med full poweof the airpobject to the s

Page 5

tation ion of

nus of on the rental s both

ween ating, tional

e with minorr and rts to same

5

MetrWas

RequMWA

�



Tathcoth

E


posals02

To fulfill its mnd services

he ground oncession ahe project, g

Exhibit 2 -- V


mission, the Aat the airpolessor for t

agreements,iven that the

icinity Map o

uthorityort

Authority maorts. For thisthe project,and will hav

e project lies

of Existing a

ay enter intos fuel and co, is the owve approval

s within the b

nd Proposed

o contracts aonvenience

wner of anyrights over

boundaries o

d Stations a

and leases fservice, the

y related ddesign and

of Dulles Air

nd Stores at

for developme Authority wevelopmentother aspec

port.

t Dulles Airp

Page 6

mentswill be t and cts of

port�

6

MetrWas

RequMWA



A. C

TexAexastlesa

Brecoco

Exhibit 3

Wcon


posals02

SECTION

Concession

The Authorityxisting fuelin

Authority souxpiration of llow the grotation and

easehold, alsales – both i

By offering Aequiring, coonvenienceoncession re

3 -- Propose

With its Prooncessionsegotiate a le


N II – CONC

Objectives

y’s objectiveng and convurces of reve

its contractound-up devconvenienc

so provides immediately

Adjacent Lanomplementa

services inevenue.

ed Fuel Reta

posal, the for the Adjaease for this

uthorityort

ESSION OBCONCE

es for this cvenience stenue. The t on Decemvelopment o

ce store feathe opportu

y and for the

d, shown in ry concessn a manne

ailing and Co

Selected Ocent Land.

s area. This

BJECTIVESESSION PR

concessionore, and theexisting conber 31, 201

of a concepatures. Thunity to expalong-term.

Exhibit 3, thsion conceper that incre

oncession Pr

Offeror hasThe Selecte

s option is a

S, SCOPE OREMISES

focus on ree resulting cncession is 16. This nept capturing he Premisesand the prov

he Authoritypts that inteases both

remises

the opported Offeror w

available for

F OPERATI

eplacing ancustomer coscheduled t

ew Premisesmodern an

s, larger thven fueling a

y is also encotegrate with

customer

unity to prowill have a o

exercise wit

IONS AND

d expandingonveniencesto close wits and Leasend emerginghan the exand conven

ouraging, buh the fuel satisfaction

opose additne-time optithin the first

Page 7

g the s and h the e will

g gas xisting ience

ut not and

and

tionalion to t year

7

MetrWas

RequMWA



ofcotha

B. E

Tpexin

Exhibi


posals02

f the Term. onveniencehat the addits casual, fas

Existing Lea

The station aump islandsxisting statio

nclude:

� Site – 2

� Dispensislands)

� Tankag

� Petroleu

• Regul2014)

• Plus –• Premi• Diese

� Buildingfor conv

� Car was

it 4 -- Existin


If additionastore conce

tional concesst casual, ca

asehold and

and store ws were enlaon are prov

2.2 acres

sers/Filling P)

e – Four 10

um products

lar – approx)– approximaium – approxl – approxim

g size – Appvenience sal

sh and vacu

ng Station an

uthorityort

al concessioept does not ssions includ

afé/bistro, or

d Operation

ere built in rged within

vided in Exh

Positions –

,000 gallon t

s (Exxon):

imately 77%

tely 6% of sximately 10%

mately 7% of

proximately les (Circle K

ums

nd Convenie

ons are offeremphasize

de a restaurcarry-out.

(to cease o

1996 and oa few year

hibits 4 and

9/18 (three

tanks

% of sales by

ales by volu% of sales bf sales by vo

5,000 squarK), 237 s.f. us

ence Store

red for the Afood service

rant concept

n Decembe

opened in 1rs of the inid 5. Featur

e two-user d

y volume (ye

ume by volume olume

re feet (s.f.)sable by pub

Adjacent Laes, the Autht of an appro

r 31, 2016)

997; both thtial opening

res of the p

dispensers o

ear-to date e

); 4,339 s.f. blic for food

and and the hority encouropriate type

he store ang. Photos opresent oper

on each of

ending Nove

usable by psales (Subw

Page 8

baserages such

d the of the ration

three

ember

publicway)

�

8

MetrWas

RequMWA



Exhibi

Fnthco

C. N

Taeacuofstsed

TcowOvao


posals02

it 5 -- Existin

uel and conumber of ye

he beginningonvenience

New Operati

The fuel retair passengemployees an

quality opeustomers. Af quality gootate of cleanegments wilifferent need

The essentiaoncession in

windshield cleOptional prodacuum statiother Authorit


ng Station a

ncession saears. Tableg of 2012. Tand food op

on

il and conveers and thend to serviceeration that A quality opods and servnliness and ll depend onds and expe

al automobilnclude multieaning suppducts and sons. Precluty concessio

uthorityort

nd Store (sit

les at the ee 1 indicatesTable 2 pro

perations ins

enience conceir attendinge providers.

promoteseration meavices, for resgood appea

n these Facctations of a

e products ple grades o

plies, and oiervices may

uded serviceons such as

te shown ou

existing statis the reportevides the co

side the store

cession will g parties, to

It is essenta safe, sec

ans a concesponsive anarance. Re

cilities, the ca diverse com

and serviceof gasoline, l and other ty include altes regardingcar rentals a

utlined)

ion have beed monthly fompanion ine.

provide critio patrons otial that the cure and hossion that is

nd respectfulecognizing thconcession mmmunity of u

es that are diesel fuel, typical enginternative fue

g automobileand fee park

een consistefuel volumesnformation fo

ical servicesof other airpOfferor concospitable exs recognizedl customer shat many dmust be tailousers.

to be provitire air pum

ne fluids solels sales ores include thking of any k

ently strong s and sales or sales from

s and producport serviceceive and dexperience fod for its seleservice, and ifferent custored to mee

ded throughmp(s), self-seld from the sr recharginghose providekind.

Page 9

�

for a since m the

cts to es, to eliveror all ection

for a tomeret the

h this ervicestore. , and ed by

9



Table 1 – Reported Gross Fuel Flow and Sales

2012 2013 2014

gallons sales gallons Sales gallons sales

Jan 446,688 1,566,193 442,913 1,598,676 450,424 1,590,033

Feb 417,035 1,568,553 407,771 1,573,913 404,474 1,411,326

Mar 483,800 1,932,033 447,540 1,774,921 498,742 1,813,758

Apr 472,881 1,948,450 467,254 1,809,708 491,178 1,874,404

May 470,717 1,850,706 509,226 1,921,081 530,590 2,046,061

Jun 465,951 1,701,572 478,339 1,831,927 512,352 1,980,589

Jul 476,593 1,691,295 431,728 1,672,558 487,496 1,873,900

Aug 506,331 1,907,307 452,927 1,723,651 451,842 1,686,534

Sep 472,610 1,863,201 453,484 1,665,217 461,927 1,666,714

Oct 477,651 1,841,747 479,434 1,686,405 485,387 1,649,589

Nov 451,804 1,616,355 438,406 1,517,027 425,907 1,317,102

Dec 450,165 1,554,582 444,495 1,570,712 436,942 1,230,191

Year 5,592,226 $21,041,994 5,453,517 $20,345,796 5,637,261 $20,140,199

Table 2 – Reported Gross Convenience Mart and Food Concession Sales

2012 2013 2014

Conv. Food Conv. Food Conv. Food

Jan $312,699 $59,719 $334,991 $60,689 $363,595 $63,064

Feb 301,950 59,561 329,671 50,406 334,751 59,039

Mar 423,114 71,933 366,594 65,989 389,633 70,566

Apr 351,411 70,438 402,678 69,699 388,321 71,624

May 364,906 77,316 431,624 73,646 406,493 74,493

Jun 373,652 82,854 417,882 72,755 376,563 69,642

Jul 365,519 75,490 405,789 66,272 408,395 70,338

Aug 360,458 75,153 418,438 70,177 432,517 71,887

Sep 358,284 71,128 414,818 67,739 415,795 69,099

Oct 382,507 72,099 418,433 74,128 421,235 72,343

Nov 343,972 64568 369,546 61,013 361,720 60,536

Dec 334,591 61,714 374,730 64,954 369,516 61,863

Year $4,273,063 $841,973 $4,685,194 $797,468 $4,668,534 $814,496

MetrWas

RequMWA



CVacowm

Tve

D. N

Ethexp

Exhib

Ta


posals02

Concession Virginia conv

lso may be onsumption

waiting areasmeet air pass

The core coenience stor

New Conces

Exhibit 3 abohese Premisxit route frorovided in E

bit 6 -- Propo

The proposepproximately


services anvenience stoincluded in tin an area

s or loungessengers that

ncession, ere, must rem

ssion Premi

ove shows thses are stratom economxhibit 6 belo

osed Fuel Re

d Premisesy 2.3 acres.

uthorityort

d products res to includthe concess

a with tabless for both tht would enha

encompassinmain open an

ses

he proposedtegically situ

my/long-termow.

etailing and

are approx Either can

may followde tobacco ssion store ans or countee general p

ance custom

ng the fuelinnd in operati

d location of uated along

parking.

Concession

ximately thren be adjusted

w traditional sales and lond these caners. The Oublic and pr

mer convenie

ng pumps, on 24 hours

the new opthe return rAn enlarge

n Premises (

ee (3) acresd to be sligh

offerings oottery ticketsn be for take

Offeror is invrofessional dence and con

fueling lanes per day, 36

eration. Foroute for ren

ed view of

(sites shown

s and the Ahtly smaller

of other Nors. Food sere-away or onvited to condrivers waitincession sal

es, and the 65 days per y

r air passenntal cars anthe Premis

n outlined)�

Adjacent Lato accommo

Page 11

rthernrvices n-site

nsiderng to les.

con-year.

ngers, d the es is

nd is odate

1

MetrWas

RequMWA



thinto

Tamecopthth

OPpn

AAoffre

E

Sto


posals02

he circulationdependent ogether to re

The Premisest Dulles, wh

medium-to-loast at apponvenienceroposed wit

he Adjacent he properties

One of the Purple) is im

ublic egressorthwest cor

Access to anAuthority will

f the site wilrom the Bluestablished d

Exhibit 7 – Ac

Site planningo the potent


on aisles shcirculation

efine the site

s is currentlyhich typicall

ong duration roximatelyconcession

h revised grLand will bes and the rem

public entramediately ws from the rner of the P

nd from the require that

ll be alignede Lot. Theseduring site pl

ccess, Intern

g and develotial lots in th

uthorityort

own in Exhis needed.

e plan to opti

y the southey serves thair trips. T

a 1.5 percn may makerades. The e required tomaining port

ances to thewest of the PEconomy L

Premises. (se

Premises wt off-site accd with the mee are expecanning and

nal Circulatio

opment mushe Adjacent

hibit 6 on th The Selecmize the Pre

ernmost porte air travel

The Premisecent grade. e adaptive rfinal station incorporatetions of the B

e Economy Premises on

Lot complex ee Exhibit 6)

will be via Acess improveedian dividected to be lodesign deve

on and Arian

t consider inLand. Circ

he west, socted Offeror emises and

tion of the Eing public lees is curren

The devreuse of the and store d

e a landscapBlue Lot.

Lot complen Ariane Wa

also conne).

Ariane Way aements on As, curb cutscalized and

elopment.

ne Way Impr

nternal circuculation can

outh, and eaand the Authe Adjacen

conomy (loneaving their

ntly paved avelopment oe existing padesigns for tped demising

ex (Blue, Gay. The caect to Arian

as shown inAriane Way i, and the enmodest in s

rovements�

ulation and ibe via acce

ast boundaruthority will nt Property.

ng-term) Blur vehicles d

and slopes tof the fuel aving or mathe Facilitiesg barrier betw

Green, Gold,shier plazas

ne Way nea

n Exhibit 7. mmediately

ntrance/exitscale, and w

nterparcel roess rights-of

Page 12

ries if work

ue Lot duringo the

anday be s and ween

, and s and ar the

The west

laneswill be

outes f-way

2

MetrWas

RequMWA



thcoth

Wco(e

CpthexacrimexP

Ex


posals02

hrough the oncept is adhese circulat

Water, sewerosts of serveffective Sep

ElectrWaterGas

Connectionsoints are illu

he design axpected to ind a gas liredits again

mprovementxtend utility

Premises to a

xhibit�8�Utility�A


Premises odopted, it wiltion routes th

r, electricity ices are theptember 1, 2

ricity r/Sewage

for all utilitieustrated in End construcnclude a sene extensiost Ground Rs, not to exlines and p

accommoda

Availability�and�C

uthorityort

or via a pel be the Selehrough or ar

and gas utie responsibil2014) are as

$8.05$6.52

$11.02

es are withixhibit 8. Th

ction of the ewer line exton, all near Rent to the xceed $200,0provide conte utility serv

Connection�Poin

rimeter routected Offeroround the lea

lity servicesity of the Se follows:

per 100 kwhper 1,000 gper 1,000 c

n 250 feet ohe Authority w

extensionstension, an or crossingSelected Of000. The Snections at vice for the A

nts�(work�by�Sel

te south of or’s responsiasehold.

s are provideelected Offe

hgallonscu. ft.

of the Premwill compento the Premup-sized se Ariane Wafferor for theSelected Off

the easternAdjacent La

lected�Offeror�sh

the Premisibility to desi

ed through teror. The cu

mises. Linesnsate the Semises boundewerage lift say. The Aue actual cosferor also wn-most propnd.

hown�conceptu

ses. Whichign and cons

the Authorityurrent utility

s and connelected Offerdary. Thesesump and p

uthority will st of such of

will be requirerty limits o

ally�in�dashed�li

Page 13

heverstruct

y and rates

ection ror for e are

pump,grantff-site red to of the

ines)�

3



Other considerations for site planning and facility design include:

• Environmental Review • Stormwater management • Design Manual and appearance standards • Future changes implied by the adopted Master Plan

These and other aspects for site planning are summarized in Attachment 2.

SECTION III – PRE-PROPOSAL CONFERENCE

A. Schedule

A pre-proposal conference will be held at 10:00 a.m., March 31, 2015, at Washington Dulles International Airport in Conference Room B in the Airport Manager’s Office, which is in the Main Terminal. A tour of the Premises and the Adjacent Land will be provided directly following the conference.

B. Purpose of Conference

The purpose of this pre-proposal conference will be to discuss the requirements and objectives of this RFP. Authority representatives will be available to answer questions. Attendance at the pre-proposal conference is not mandatory in order to submit a proposal. Each interested Offeror is encouraged to attend this conference and may register by contacting:

Kimberly Barnes, MHRM / Contracts Manager Concessions & Property Development Washington Dulles International Airport P.O. Box 17045 Washington, DC 20041-0045 Telephone: (703) 572-2917 Fax: (703) 572-8498 [email protected]

C. Pre-Proposal Conference Questions

All questions concerning this RFP must be submitted via the form on the Authority's website at http://www.mwaa.com/7767.htm . Offerors are encouraged to submit questions on the form through the Authority website at least 48 hours prior to the pre-proposal conference. At the conference, the Authority’s representatives will attempt to answer all questions received. A summary of the questions and answers will be made available to all Planholders of record regardless of whether or not they attend the pre-proposal conference. Offerors are encouraged to submit questions and/or concerns about the RFP documents, including the draft Lease, as early as possible.



D. RFP Questions After the Pre-Proposal Conference

All questions must be submitted by 3:00 p.m. April 7, 2015. All questions must be submitted electronically via the form on the Authority’s website at http://www.mwaa.com/7767.htm .

E. Amendments

Any changes in the requirements of this RFP that result from the Pre-Proposal Conference or from written questions will be made by amendment to this RFP. Offerors shall not rely upon any oral instructions given by the Authority. If there is any conflict between the Authority’s oral responses/statements, and the Authority’s written responses/statements, the written responses/statements shall control. All amendments must be acknowledged according to instructions on the amendment form.

SECTION IV – BID BOND

A Bid Bond of fifty thousand dollars ($50,000) shall be submitted by each Offeror with its Proposal. The Bid Bond serves to ensure that Offerors will negotiate in good faith towards the execution of the Lease on the basis of the Proposal submitted. In the event the Selected Offeror fails to negotiate in good faith on the basis of such Proposal, the Bid Bond shall be forfeited.

The Bid Bond, at the option of the Offeror, may be in the form of a certified check, cashier's check, or an irrevocable letter of credit issued by an Authority-approved bank made payable to the Metropolitan Washington Airports Authority. Checks will be deposited into an Authority bank account designated for this purpose. While the checks are on deposit, the Offeror shall not earn interest on these funds.

The Bid Bond will be returned without interest to the unsuccessful Offerors following the announcement of the Selected Offeror. The Bid Bond of the Selected Offeror shall not be released until after the Lease has been fully executed and the Completion Guarantee, and the Payment and Performance Guarantee have been received by the Authority.

SECTION V – FINANCIAL CONSIDERATION

The Financial Offer shall be prepared by the Offeror as shown on Attachment 3. Each Offeror shall prepare and submit with its proposal its offer to pay the Authority a Rent Structure consisting of four categories of fees as part of the Lease:

1. Ground Rent that will be paid from the start of the construction phase and throughout the 20 year term of operations, and as offset by potential credits (not to exceed $200,000) to reimburse the Selected Offeror for the costs of offsite improvements.

2. Base Rent equal to one percent (1.0%) of the total gross revenue (Fuel Sales and Non-Fuel Sales) during the prior contract year, to be paid from the start of



operations. This will be subject to a $150,000 minimum amount to accommodate the first contract year of operations and to act as a rent floor.

3. Fuel Sales Fee equal to a schedule of cents-per-gallon (CPG) that may vary as the number of gallons sold during each contract year increases.

4. Non-Fuel Sales Fee equal to a fixed percentage of the sales of non-fuel items.

The Ground Rent and Base Rent have been set by the Authority whereas the Fuel and Non-Fuel Sales Fees (the majority of revenue) will be “bid” on by the Offeror.

The contract will be structured as a “net” lease and the Offeror will pay its own utility costs as supplied by the Airports Authority, the prorata share of the Commercial Area Cost Allocations, County and other local taxes, and any other fees associated with the Premises as described in the Lease.

SECTION VI – LDBE AND ACDBE PARTICIPATION REQUIREMENTS �

The Authority’s contracting policy is to aggressively seek participation by small, minority and women-owned firms in its contracting opportunities through all lawful means. The Authority has two programs for achieving this policy objective –1) a Local Disadvantaged Business Enterprise (LDBE) program for Authority contracts that do not include federal funds, and 2) the federal Airport Concession Disadvantaged Business Enterprise (ACDBE) program for airport concession opportunities. LDBE and ACDBE documents to be submitted with the Proposal are defined in Section VII. Additional detail on the two programs and their requirements can be found in Attachment 4. Information on the Authority’s Equal Opportunity Programs also can be found at http://www.mwaa.com/277.htm.

A. LDBE Participation

The LDBE requirement for this solicitation is twenty percent (20%) of the total design and construction costs of the gas station, convenience store and other concession service facilities. The Authority required LDBE participation in the design and construction of the gas station/food service facility may be achieved by the Offeror through prime, or subcontract (first and second tier subcontractors), joint venture, partnership, or other legal arrangement among the Offeror and firms that have been certified by the Authority as LDBE.

The Authority may consider the Selected Offeror to be in breach of this contract if the contract work to be performed by LDBEs is performed by firms that are not LDBEs, unless expressly permitted by this contract or waived in writing by the Authority.

By signing the offer, the Offeror commits itself to achievement of the LDBE participation requirement listed above. To be in conformance with this solicitation, the Offeror is required to commit to meeting the LDBE participation requirement above. The Offeror’ssignature on the offer signifies the Offeror’s commitment. If the Offeror is unable to commit to the LDBE requirement, it must submit a Request for Waiver (see Attachment 4) in accordance with the requirements of the Authority’s Contracting Manual.



B. Airport Concession Disadvantaged Business Enterprise

The Offeror will be required to make good faith efforts to achieve an Airport Concessions Disadvantaged Business Enterprise (ACDBE) goal of at least fifteen percent (15%) of the projected total gross receipts generated by the fuel/convenience/food/retail operations of the concession.

The fifteen (15%) ACDBE Goal may be achieved through leases/contracts for fuel/convenience/retail/food services space to ACDBEs, joint ventures, or other legal arrangements certified using the Virginia Unified Certification Program (VAUCP) and meeting the ACDBE participation standards of U.S. Department of Transportation’s(USDOT) Regulation 49 CFR Parts 23 and 26 as revised. Direct leases and contracts to ACDBE Concession Operators are the Authority’s preferred method for meeting the ACDBE goals.

Only ACDBE participation that results from performing a commercially-useful function can be counted toward the Authority’s ACDBE Goal. A commercially-useful function is performed by the ACDBE when it is independently responsible for the execution of a distinct element of the work and carries out its responsibilities by actually performing, managing, and supervising the work required (commercially-useful functions are defined in 49 CFR Parts 23 and 26 as revised). Unacceptable forms of ACDBE participation for meeting the Authority’s ACDBE Goals include contracts for services provided by an ACDBE to an Offeror (e.g., janitorial, advertising, consulting, etc.), employment arrangements, purchases of equipment or supplies, or other arrangements that lack meaningful participation and control by the ACDBE in the operation of the concession.

By signing its offer, the Offeror commits to make good faith efforts to achieve the ACDBE goal of at least fifteen percent (15%) of the projected total gross receipts generated by the fuel/convenience/food/retail operations of the concession, unless a waiver request meeting the requirements of this section is submitted with the offer (see “Good Faith Effort Waiver” below). Failure to sign the offer or submit a waiver request with the offer will result in the offer being found to be in nonconformance with the RFP and rejected. The Authority will treat all other matters of ACDBE participation (for example, whether the Offeror has made a good faith effort to meet the ACDBE goal, the sufficiency of the ACDBE information that has been provided or whether a ACDBE for whom pre-award substitution is sought was proposed in good faith) as matters relating to the Offeror’s responsibility that the Authority may determine prior to award through communications with the Offeror(s) in question.

Unless the Authority declares otherwise, such communications with the Offeror(s) in question do not constitute “negotiations” or “discussions” as these terms are used in the Authority’s Contracting Manual and do not require communication with other Offerors.

The Authority, in accordance with the provision of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises and airport concession disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award.



SECTION VII – SUBMISSION REQUIREMENTS

A. RFP Schedule

The overall schedule for accepting and reviewing proposals, and negotiating and approving a Selected Offeror is:

RFP Issue Date March 12, 2015

Pre-Proposal Conference and Premises Tour March 31, 2015; 10:00 a.m.

Closing Date for Receipt of Written Inquiries April 7, 2015

Responses to Questions Completed and Posted April 14, 2015

Closing Date for Proposal Submission May 6, 2015; 3:00 p.m.

Notification of Selected Offeror for Negotiations May 26, 2015

Negotiations between Selected Offeror and Authority May 27, 2015 – June 22,

2015

Authority Board Approval to Award Contract July 15, 2015

Contract Award and Execution September 3, 2015

B. Questions, Changes and RFP Amendments

After the Pre-Proposal Conference, all questions regarding the RFP must be submitted electronically via the form on the Authority’s website athttp://www.mwaa.com/7767.htm . All questions must be submitted by 3:00 p.m. April 7, 2015.

The Authority shall not be responsible for any oral instructions with regard to this RFP or with regard to the completion and submission of any Proposal. Offerors shall not rely upon any oral instructions given by the Authority. If there is any conflict between the Authority’s oral responses/statements, and the Authority’s written responses/statements, the written responses/statements shall control.

Any changes in the requirements of this RFP that result from: 1) the Pre-Proposal Conference, 2) written questions, or 3) any pertinent information relative to this RFP developed by the Authority subsequent to the issue thereof, and prior to the established date for receipt of Proposals may only be changed by a formal, written Amendment to the RFP issued by the Authority and posted on the Authority website. Offerors shall acknowledge receipt of any amendment to this RFP by signing and returning the amendment as instructed on the Amendment form.

C. Submittal Format

It is essential that the information and requirements of this RFP be carefully studied and adhered to in the preparation and submission of Proposals. The quality of the Proposal is indicative of the capabilities of the Offeror and may be considered when evaluating



Proposals. All Offerors must submit written Proposals in accordance with the instructions contained in this RFP. If an Offeror’s Proposal is in material noncompliance with the requirements of the RFP, it may be considered non-conforming by the Authority and may be rejected without further consideration. These restrictions are intended to provide uniformity in the Offeror response formats.

Each Offeror responding to this Request for Proposal must supply all the information and documentation required in the RFP. Failure to comply with the instructions of the RFP or to provide documentation with the Offeror's response to the RFP may be cause for disqualification and rejection of an Offeror’s Proposal.

All Offerors are advised that substantial deviations from the requirements of this RFP shall not be accepted. “Substantial deviations” are Proposal terms that materially alter the proposed business terms and performance requirements of the RFP.

Each Proposal shall be compiled in two parts (binders), which shall be submitted concurrently. The first is a Technical Proposal that will articulate the physical, operational and management elements of the offer. The second is a Financial Proposal that will provide details of the compensation, financing, and related financial guarantees. Offerors must organize their Proposals so that they address each of the elements in the same order as they are listed below in this subsection.

The Proposal shall be typewritten using an 11 or 12-point font for the body of the Proposal on a standard 8 ½” x 11" paper and accompanied by a cover letter on the Offeror’s letterhead. Drawings in an 11’’x17” format may be included in the Proposal. The body of the Proposal shall provide all information requested herein but shall be no more than fifty (50) one-sided pages in length (combined over both binders) excluding exhibits and the standard forms and acknowledgements required by this RFP. Offerors shall mark each page with the appropriate page number. A set of tabs to identify each part of the Proposal shall be inserted to facilitate quick reference. Each section of the Proposal shall be clearly labeled as set forth below and shall be presented in the order presented in this RFP.

Additionally, Offerors are required to provide reproducible electronic versions of their Proposals and all attachments on either a CD or a memory stick, as further described in Section VII-E.

D. Submittal Contents

It is the Offeror's responsibility to clearly describe the project it proposes to develop in response to the RFP. Offerors are cautioned that organization of their response, as well as thoroughness, is critical to the Authority’s evaluation process. All required information must be furnished and presented in an organized, comprehensive and easy to follow manner.

Unnecessarily elaborate brochures of other presentations beyond that sufficient to present a complete and effective proposal are not desired. Elaborate artwork, expensive paper, bindings, visual and other presentation aids are not required.



Technical Proposal (Binder 1)

Each Technical Proposal shall include complete and detailed written responses to the following items in the order in which they are listed below.

1. Table of Contents

2. Cover Letter: �

Offeror shall submit a cover letter of no more than two pages stating the following:

• Name under which the Offeror would enter into the Lease, • Offeror’s contact person and his or her telephone number, email address,

and facsimile number, • Statement that the Offeror shall negotiate a Lease in substantially the

same form as that included with the RFP, and • Other general information that the Offeror desires to include as an

introduction to the Proposal

3. Executive Summary (four pages maximum)

4. Background, Experience and Financial Capability of Firm(Evaluation Criterion 2 of 4)

�a. Concession Team Overview and Organizational Structure:

�Offerors shall provide a company overview for each member of the proposed Concession Team. Offerors must identify the lead Concessionaire and the role of each member of the Concession Team, as well as the proposed Project Manager and Project Architect. If subcontracted managers for fuel, concession, food and beverage, or other business element are contemplated, please identify the team members and their roles, and provide qualifications including any history of prior working relationships between the parties.

An Offeror may not be a prime contractor on more than one Proposal under this solicitation. An Offeror may be 1) a subcontractor on more than one Proposal, or 2) a prime contractor on one Proposal and a subcontractor on other Proposals. An Offeror may be an individual, partnership, corporation, joint venture or other type of business association. Joint venture partners of a joint venture Offeror are considered to be prime contractors regardless of the level of participation or ownership. Therefore, a joint venture partner cannot participate in any other Proposal except as a subcontractor.

Offerors shall provide an organizational chart and narrative description that identifies the proposed team structure clearly delineating relationships between reporting roles. Summary qualifications of key project staff should be included as well as a description of their relevant experience.



The Proposal shall include a statement containing the full legal name of Offeror and its address(es), the names and addresses of all principal owners of the Offeror (whether an individual or business entity), their respective percentages of ownership or interest in the Offeror, and whether the Offeror is a corporation, partnership, sole proprietorship or other type of entity. If the Offeror is a corporation, its date and state of incorporation must be declared. If a teaming arrangement, joint venture, or other business combination is proposed, the information required above will also be required for each prime participant in the Proposal.

The Offeror must include a statement of the names of the officers of the organization formed or to be formed, the principal occupation of all members of the corporation’s Board, and certified statements of the net worth of the organization. If a teaming arrangement, joint venture, or other business combination is proposed, the information required above shall also be required for each prime participant in the Proposal. If the Offeror is not a Virginia corporation, indicate whether or not the Offeror is registered with the Virginia Corporation Commission to do business in the Commonwealth of Virginia.��

The Proposal must provide detailed information regarding any criminal indictments or felony convictions of the Offeror or any principal, officer, director, partner, member, manager or equivalent of any person or entity constituting a member of the Concession Team.

b. Past Performance:

Offeror qualifications shall demonstrate expertise, financial capacity andproven experience in development and operations of similar projects.

Offerors must provide illustrative materials on three (3) recent projects of similar or comparable scope. Past Performance examples shall include at a minimum for each project:

• Name / address / location, • Concession team and development team members including lead

Offeror, project architect, general contractor, lender(s) and equity provider(s), as well as operational and management partners or entities,

• References for concession team and development team members, including names, addresses, telephone numbers and email addresses and a letter authorizing each reference to respond to inquiries regarding the financing, development and operation of the project,

• Site plan, photographs, project rendering(s), • Development scope, • Land area (square feet), • Square footage of buildings (broken down by product type), • Number of fuel pumps, sales in gallons, and other service station

services or amenities, • Description, including layout and number, of food and beverage options

and accompanying seating including franchises or restaurant brands present,



• Other stand-alone concession offerings and operations, • Customer Information Technology amenities (generic such as news TV,

WIFI, recharging stations, and airport-specific such as Flight Information Displays)

• Parking spaces and orientation, • Construction type, • Project development costs (total and $ / s.f.), excluding land, by

individual concession type and also identifying hard costs; soft costs, and development fees,

• The sources and amounts of project funding, • If the project received public financial assistance or was part of a Public-

Private Partnership, provide the amount, form, and structure of public financial assistance or subsidy,

• Project timeline from ground lease execution or land acquisition to construction completion and opening as well as current project status

• Statement of how the project compares to the contemplated project at Dulles Airport

• Whether the project was in response to an open solicitation • Total consideration to the ground lessor including but not limited to:

� Land value or Base Rent (initial proposal and final negotiated agreement) – amount, methodology for establishing amount (if applicable), timing of payments

� Participating or Percentage Rent � Other Compensation (proffers, etc.)

• Any factual measures of success including but not limited to: � Initial budget versus final cost � Projected Net Operating Income (NOI) for first stabilized year (and

projected year) vs. actual stabilized NOI (and actual year of stabilization)

� Satisfaction of public entity (where applicable, demonstrate through past performance review or reference letter)

The Offer must also list any projects on which the Offeror, its parent company, or any member of the Offeror’s Concession Team has defaulted or declared bankruptcy, and an explanation of each default or bankruptcy.

c. Eligibility including Financial Capability:

Offerors submitting a proposal to concession at must complete and include the “Eligibility Form” provided in this RFP as Attachment 5. This form will enable the Authority to determine whether the Offeror has met the minimum eligibility requirements for submitting a proposal. In terms of Financial Capability, the Eligibility Form includes Paragraph B1, which specifies how an Offeror must provide evidence of its Financial Qualifications from at least three different sources, and Paragraph B2, which requires a financial history as follows:

“If Offeror is currently an operating business entity, provide full and complete audited financial statements for the three (3) most recent years, prepared in accordance with Generally Accepted Accounting



Principles (GAAP). The financial statements shall be audited and certified by a Certified Public Accountant (CPA).

5. Development and Implementation Plan (Evaluation Criterion 3 of 4)

a. Business Concept for the Dulles Airport Concession:

The Business Concept should demonstrate an understanding of the Premises’opportunities and constraints, and a realistic, market based approach to development that meets the Authority’s goals for the project. The Business Concept must meet or exceed the current levels of fuel and non-fuel sales, and must include the following:

• Narrative description of the Offeror’s vision for the project, • How the Business Concept addresses each of the Authority’s vision,

goals and requirements addressed in Section II of this RFP, • Proposed development program for the fueling concession, the

convenience concession, and restaurants or other ventures that may be proposed for the offered Premises,

• Details of the fueling concession branding including number of fuel types,

• Details of the fueling station operation including throughput calculations regarding the efficiency of the island/dispenser layout, the number of dispensers, and provision for future growth and service offerings

• A list of the fueling concession facilities including numbers of pumps, numbers and sizes of tanks, area of canopies, area of refueling pads, power and utility capacities, stormwater features, and ancillary facilities such as vacuum stations and air pumps (this list will be included as a portion of the exhibit Improvements in the Lease executed with the Selected Offeror),

• Details of the proposed convenience store(s) branding, • Types and branding of in-store convenience and food offerings (this list

will be included as the exhibit Convenience Store Product List in the Lease executed with the Selected Offeror),

• Details of other concessions proposed on the remainder of the Premises,

• A list of the non-fuel concession facilities including square footage of building, number of building stories, and floor area dedicated for the public by type; specialty equipment including ovens, ranges, and refrigeration; power and utility equipment and capacities including back-up service, and landscaping (this list will be included as a portion of the exhibit Improvements in the Lease executed with the Selected Offeror),

• Details of payment handling including credit card and mobile payment such as Apple Pay or Samsung Pay, and

• Market overview supporting the proposed development program.



b. Development Narrative and Site Plan:

Offerors must submit a narrative describing the development approach and assumptions, as well as a proposed conceptual site plan, and, optionally, a site/building rendering(s). The narrative, site plan and supporting graphics must portray the layout, the visual character of the proposal design, the relationship among the concession elements and the relationship to adjacent properties.

The Development Narrative should include explanations of:

• Description of the methods to design and construct the projects • Project management to ensure quality and timely installation • Any temporary or permanent impacts the project will have on

surrounding properties • How the development plan proposes to blend the various corporate

brandings of its concessions and signs with the Dulles appearance criteria (Dulles “branding”) as described in the Authority’s Design Manual (available online at http://www.mwaa.com/534.htm) and as will be required in design reviews with Virginia’s State Historic Preservation Officer (SHPO) regarding the adjacent Dulles Historic District,

• Project development budget including all off-site infrastructure required, • Identification of funding sources and strategy associated with proposed

site work, and on-and-off site infrastructure, including traffic improvements.

The Site Plan should include the following elements:

• Existing conditions (e.g., infrastructure, utilities, external and internal access, topography), including those that may facilitate or impede development of the subject property (Authority source material regarding the existing conditions of the Premises can be found in Attachment 2),

• Identification of exact boundaries of land area to be leased and total square footage of land requested to construct the project,

• Location of existing and proposed dimensions of parking areas and drive aisles, driveways, curb cuts, easements and rights-of-way, walkways, using sound traffic design principles

• Location of buildings • Location of fuel dispensers, islands, and canopies including the location

of any refueling stations dedicated to fleet or contract clients • Location and dimensions of paved surfaces and open space areas • Location, size and number of fuel tanks; location of refueling truck stand • Location of utility connection points • Method of handling stormwater including new 2014 requirements under

the Authority’s implementation of the Virginia Stormwater Management Program (http://www.mwaa.com/file/Stormwater_Program.pdf),

• Landscape • Location of on-and off-site signage



c. Project Schedule

Offerors must submit a Project Schedule, detailing the duration (in number of months) and dates for key milestones beginning at initial selection (assume as May 27, 2015) through completion of construction and opening for business. Offerors must identify the anticipated time required for all relevant governmental approvals. The Project Schedule must identify the anticipateddates and outside dates of conveyance for the project (as applicable), and timing of the commencement of payments to the Authority. The Project Schedule must address at a minimum, the following:

• Project financing and timeline • Development plan preparation, review and approval by Authority staff, • Regulatory and governmental approvals and actions including FAA

aeronautical and environmental approvals, and fuel tank and dispenser permits and certificates,

• Design schedule including the submittal of a schematic design, 90% Construction Documents, and 100% Construction Documents,

• Project construction period, and • Initial occupancy and opening

6. Property Management and Operations Plan (Evaluation Criterion 4 of 4)

Offerors must submit a plan that will describe the strategies and costs associated with property operations, maintenance, and management. The plan should describe operations, utilities and maintenance budgets for annual operations, staffing plans, furnishings, maintenance and repair, and utilities.

Offerors must also submit a plan for the operations of each of fuel, convenience and other concession components, including the proposed operational structure of each component.

7. Required Statements

The Offeror must submit statements:

• Certifying that the Project will conform to all applicable federal, state, Authority and local other laws, regulations and ordinances including all federal and relevant local environmental regulations.

• Identifying the past, current or anticipated contractual or financial relationship of any member of the Concession Team with the Authority (including, but not limited to, the Offeror partners or co-ventures). The Concession Team must also disclose any contractual or financial relationship which may give the appearance of a conflict of interest.

• Identifying the project’s assumptions concerning any Authority, local, state, or federal government action or financial support (including a change in



regulations; funding including guarantees or public financing; and the justification and process for obtaining government support).

8. Additional Information

The Offeror may provide any other information that will assist the Authority in its understanding and interpretation of the Proposal.

Financial Proposal (Binder 2)

The Offeror must submit the following information, arranged in the same order and identified with headings as presented herein. This information will be considered the minimum content of the Financial Proposal. The proposals should contain realistic financial projections and indicate how the Offeror will adapt to changing trends and market conditions during the term of the Lease.

1. Table of Contents

2. Bid Bond

The Bid Bond is described in Section IV. The actual Bid Bond shall be submitted in this section in the binder marked as “Original” on its cover. A copy of the guarantee instrument(s) shall be included in this section in the remaining binder copies.

3. Financial Offer(Evaluation Criterion 1 of 4)

a. Financial Offer Form:

The Financial Offer is structured in the four parts of Ground Rent, Base Rent, Fuel Sales Fee, and Non-Fuel Sales Fee as described in Section V. TheGround Rent and Base Rent are set by the Authority; the Fuel Sales Fee and the Non-fuel Sales Fee are the remaining Financial Offer variables to be proposed by the Offerors. The Financial Offer must include a completed Financial Offer Form (blank form is Attachment 3 in this RFP). This subsection should include an explanation of financial consideration provided to the Authority over the term of the lease.

b. Financial Plan:

Offerors shall provide a description of its strategy for financing the project, including anticipated financing costs, discussion of the risks and benefits of the structure, all sources of debt and equity, and long term outlook for project financial viability.

Proposals will address timing for execution of financing, and financing closure.

Offerors should note that, upon expiration of the Lease: 1) the Lessee will be required to remove all tanks, underground piping, overhead canopies and fuel



dispensers unless there is an alternate arrangement negotiated by the parties; and 2) the remaining buildings and improvements contained on the Premises shall revert back to the Authority. All proposals must address and demonstrate that any financing shall be secured only on the leasehold interest; there shall be no financing on the Authority’s underlying leasehold interest.

c. Projected Revenues to the Authority

A projection of Ground Rent, Base Rent, Fuel Sales Fee, Non-fuel Sales Fee and any other payments to the Authority, projected forward on an annual basis for the term of the lease.

All assumptions required to calculate these items shall be provided and substantiated.

d. Offeror Project Pro Forma

All financial models must be submitted to the Authority on electronic media as well as in hard copy. Offerors must provide a complete project pro forma model in a single Microsoft Excel file (“Offeror Pro Forma(s)”). The Offeror Pro Forma must detail the development scope, project financing, operating projections and capital events. The Offeror Pro Forma also must be dynamic with fully functioning linked formulas. Offerors shall limit hard-coding to assumption inputs, which should be identified by blue text. The Authority may wish to perform sensitivity analyses on various assumptions with the Offeror Pro Forma; therefore, all formulas should be properly linked to hard-coded assumptions.

The Offeror Pro Forma should include a cash flow statement detailing the pre-development, construction and operating period cash flows from project commencement through opening and stabilization on a monthly basis including but not limited to:

• development costs, • project funding draws, • rent credits by the Authority for off-site infrastructure improvements by

the Offeror as defined in Section II, • operating expenses including on-site and off-site staffing, taxes and

insurance under the terms of the NNN lease, • payments to the Authority (Ground Rent, Base Rent, Fuel Sales Fees,

and Non-Fuel Sales Fees)), • revenues, • NOI, • debt service, • proceeds from sale or refinancing, • net cash flow available for distribution, and • return on equity

All fees and income that the Offeror, its partners and affiliates receive from the Project should be clearly shown.



e. LDBE/ACDBE Strategy (as introduced in Section VI and described in detail in Attachment 4)

LDBE Documents to be submitted with Offer: Each Offeror must provide the following statements or certifications. Failure to provide the required LDBE documentation will result in a finding of non-conformance, and the Offeror’s submittal will not be considered further. (Additional forms and certifications will be required of the Selected Offeror, and submitted after this Proposal, as described in Attachment 4.)

• Statement of commitment to meet the twenty percent 20% LDBE participation requirement; identification of the proposed LDBE firm(s) and their tasks. If the Offeror is not a LDBE, then it agrees that LDBE participation will be met by prime contracts or first and/or second tier subcontracts, or by joint venturing with an Authority-certified LDBE;

• Documentation of LDBE certification (e.g. letter from the Authority’s Equal Opportunity Programs Office or current certification number);

• LDBE certification application or indication that the firm has a pending LDBE certification application, for each proposed LDBE. This information shall be made as an attachment to the submittal.

ACDBE Plan: Each Offeror must describe in its proposal how it will meet the fifteen percent (15%) ACDBE goal. If the ACDBE firm is an equity participant in a joint venture or partnership submitting a proposal in response to this RFP, then the ACDBE must have at least fifteen percent (15%) ownership interest in the entity along with the corresponding compensation and responsibility for the concession operation.

The Offeror shall provide details of all ACDBE participation in the proposal, separately identifying the firms, which will participate, and their level of participation. The information shall include:

• Name, address, and telephone number of each ACDBE’s main office,

• Detailed scope of the services to be provided by each ACDBE,

• Projected gross receipts to be generated by each ACDBE and the percentage of overall gross receipts of the fuel/convenience/food/retail operations for each ACDBE,

• The detailed scope (services/concepts) of the prior and current experience of the ACDBE,

• The nature of the relationship between the ACDBE and the Offeror (e.g., subcontract, joint venture, etc.). If the Offeror itself is an ACDBE, this should be stated. A copy of the agreement between the ACDBE and the Offeror should be included, if available. If an executed



agreement is not available, a draft agreement outlining the principal terms of the business arrangement should be submitted.

• Proposed management assistance plan for the ACDBE, if any, including any financial assistance planned,

• Proposed responsibilities for the ACDBE and how the ACDBE will perform distinct, clearly-defined portions of the work of the concession with its own resources, and

• Proposed equity interest and/or compensation of the ACDBE (if proposed).

In the event of a joint venture or partnership involving the ACDBE and non-ACDBE concessionaire, their agreement must include at a minimum all details on capitalization of the venture, management, management fees, administration and control, and accounting. Any assistance (i.e., financing, training, or other assistance) provided by the non-ACDBE concessionaire to the ACDBE must be detailed in the agreement. The agreement must specify the amount of capital to be contributed by each partner (the contribution should be in proportion to the partner’s interests in the venture). It is preferable that each partner provide independent financing sources for its portion of the capital requirements. The ACDBE’s capital contribution should not be one hundred percent (100%) financed, unless the ACDBE obtains the financing from an independent third party (i.e., commercial lender). Any financing provided by the non-ACDBE concessionaire partner to the ACDBE should be comparable to that offered by a commercial bank, and should be fully amortized over the length of the Contract and include monthly payments not dependent on profits of the operation. All joint ventures with an ACDBE partner will be required to submit a completed “ACDBE Joint Venture Application” form (see Attachment 4), along with all supporting documents required by the application form, for the Authority’s review and approval. No credit toward the Authority’s ACDBE Goals will be counted until the joint venture agreement is reviewed and approved by the Authority.

Good Faith Effort Waiver: To be deemed responsive to this RFP, the Offeror must commit to the twenty percent (20%) LDBE requirement and fifteen percent (15%) ACDBE goal for this RFP, or if the Offeror is unable to commit to all or any part of the ACDBE goal, it must submit with the proposal the Request for Waiver for either or both of the LDBE requirement or the ACDBE goal on the forms included in Attachment 4. The Offeror must demonstrate that it made good faith efforts to achieve the requirement or goal. The Waiver request must include a report of the efforts made by the Offeror, sufficient to satisfy the Authority that a waiver of the requirement or goal or portion thereof is justified. The Waiver Request must be submitted with the proposal, under separate cover, and addressed to the Equal Opportunity Programs Office. The Equal Opportunity Programs Office will review the request to determine if good faith efforts have been made, and will make a decision to approve or deny the Waiver Request. Activities constituting “good faith efforts” and elements of the waiver report are outlined in Attachment 4.



4. Additional Information

The Offeror may provide any other information that will assist the Authority in its understanding and interpretation of the Proposal.

E. Submittal Delivery and Deadline

The original Proposal, clearly marked “Original” on the Technical Proposal binder and the Financial Proposal binder covers, and seven (7) copies of the Proposal (for a total of eight (8) complete sets), must be prepared in the manner and detail specified in this RFP, signed by an authorized official, enclosed in a sealed envelope or package, and mailed or hand delivered so as to be received no later than May 6, 2015 by 3:00 p.m. EDT at the address shown below.

Proposals or modifications received subsequent to the above date and time shall be considered “Late Proposals” and will be handled according to Subsection K below.

Additionally, seven complete, reproducible, electronic copies of the Proposal in portable document format (.pdf) must be submitted on either a CD or a memory stick, along with the manipulable financials as outlined in Subsection D above in Microsoft Excel format (.xls or .xlsx). The CD or memory stick must be labeled with, at minimum, the Offeror’sname and the RFP number.

Proposals and modifications thereof shall be submitted in sealed envelopes or packages and clearly marked and addressed as follows:

Proposal: Development and Operation of the Fuel Retailing and Convenience Concession at Washington Dulles International Airport RFP MWAA 6-15-C002 May 6, 2015, by 3:00 p.m. EDST

To: Mr. Steven Baker Metropolitan Washington Airports Authority c/o Procurement and Contracts, Department, MA-29 1 Aviation Circle, Suite 154 Washington, D.C. 20001-6000 Phone: (703) 417-8666

From: Offeror’s NameOfferor’s Address

Offeror’s Phone Offeror’s Email Address

F. Proprietary Data

The Offeror shall indicate clearly what portion(s) of the proposal are proprietary and confidential. The Authority will consider all proposals to be confidential in nature during the solicitation process, but those portions of the Selected Offeror’s proposal which are



not marked proprietary and confidential and which are specifically required for inclusion in the Lease may become public information when the Lease is executed with the Selected Offeror. Proposals from unsuccessful Offerors will not be returned to the Offerors.

G. Communications with the Authority Prohibited

From the date this RFP is issued, until the date the Lease is awarded, Offerors, or anyone representing the Offerors, shall not communicate with any Authority representative, other than the persons who are designated in this RFP or in the Authority’s Contracting Manual to receive communications regarding the RFP, the Lease, or related issues. The exception to this Communication Prohibition is communication with Authority staff during the Pre-Proposal Conference and Airport tours offered in association with this RFP and any interviews conducted as a part of this solicitation process. All forms of communication other than the Pre-Proposal Conference, Airport tours and interviews are prohibited, including, but not limited to: verbal, written, and electronic forms of communication.

H. Rights of the Authority

The Authority reserves the right to amend any provision of the RFP including, without limitation, the draft Lease.

The Authority reserves the right to accept the proposal which in the Authority's sole judgment best meets the Authority's requirements. The Authority further reserves the right to reject any and/or all proposals, to waive irregularities and technicalities in the proposals, to re advertise, to cancel the solicitation, or to proceed to provide the service otherwise when judged to be in the best interest of the Authority.

The Authority reserves the right to reject the Proposal of an Offeror if the Offeror (or any member of a partnership, joint venture or other business arrangement submitting the Proposal) is in default or arrearage under any previous or existing agreement with the Authority, or if there exists any unresolved monetary claims by the Authority against the Offeror.

The Authority may conduct announced or unannounced site visits and/or contact customers/landlords/tenants of Offerors to elicit further information relevant to the Proposals submitted, regardless of whether or not such entities are named in the Proposal. The Authority may also hold oral interviews or discussions with any Offeror or with any Offeror judged to be within a competitive range, concerning its Proposal. The Authority reserves the right to use the findings of the visits, interviews, discussions and any other available information in its evaluation of the Proposal submitted, in accordance with the evaluation criteria established in this RFP. The Authority also reserves the right to make an award without conducting site visits, interviews, holding discussions, or contacting customers/landlords/tenants.

The Authority may, in its sole discretion, require the submittal of Best and Final Offers (BAFOs) by all Offerors, or by those Offerors judged to be within a competitive range.



The Authority reserves the right to amend its Master Plan at any time and to adjust the location or to close other concession, tenant or employee facilities including, but not limited to, the car rental lots, the economy parking lots, and the taxi staging/holding areas. The Authority reserves the right to locate and award other concessions near the Premises at any time.

I. Proposal Costs

Any costs or expenses incurred in responding to this RFP, including, but not limited to, the development of a Proposal, the development of BAFOs, or the preparation and execution of an oral interview/presentation with/to the Authority, shall be borne entirely by the Offeror.

J. Proposal Acceptance Period

Submission of a Proposal shall constitute a valid offer that may be accepted by the Authority for a period of one hundred eighty (180) days following the date specified for the submission of Proposals.

K. Late Proposals; Late Modifications; Late Withdraws

Any Proposal received at the office designated in the solicitation after the exact time specified for receipt will not be considered unless it is received before award is made and:

1. Was sent by registered or certified mail not later than the fifth calendar day before the date specified for receipt of offers (e.g., an offer submitted in response to a solicitation requiring receipt of offers by the 20th of the month must have been mailed by the 15th); or

2. Was sent by overnight express delivery service (i.e. FedEx, UPS, U.S. Postal Service Express Mail, or other similar guaranteed delivery service) in time to have arrived prior to the date and time specified for receipt of offers; or

3. Was sent by mail or by overnight express delivery service and it is determined that the late receipt was due solely to mishandling by the Authority after receipt at the Authority's offices; or

4. Any of the circumstances in Section 6.2.11(4), (5) and (6) of the Authority’sContracting Manual are applicable.

Any modification or withdrawal of a proposal, including a response to the Contracting Officer's request for a BAFO, is subject to the same conditions as in paragraph above.

The only acceptable evidence to establish the date of mailing of a late offer, modification, or withdrawal sent either by registered or certified mail is the U.S. or Canadian Postal Service postmark on the wrapper or on the original receipt from the U.S. or Canadian Postal Service. If neither postmark shows a legible date, the offer, modification, or withdrawal shall be processed as if mailed late. "Postmark" means a printed, stamped, or otherwise placed impression (exclusive of a postage meter machine



impression) that is readily identifiable without further action as having been supplied and affixed by employees of the U.S. or Canadian Postal Service on the date of mailing. Therefore, Offerors should request the postal clerks to place a hand cancellation bull's-eye postmark on both the receipt and the envelope or wrapper.

The only acceptable evidence to establish the time of receipt at the Authority installation is the time/date stamp of that installation on the offer wrapper or other documentary evidence of receipt maintained by the installation.

The only acceptable evidence to establish the date of mailing of a late offer, modification, or withdrawal sent by U.S. Postal Service Express Mail Next Day Service - Post Office to Addressee is the date entered by the post office receiving clerk on the "Express Mail Next Day Service - Post Office to Addressee" label and the postmark on the envelope or wrapper and on the original receipt from the U.S. Postal Service.

Notwithstanding the above, a late modification of an otherwise successful offer that makes its terms more favorable to the Authority will be considered at any time it is received and may be accepted.

Offers may be withdrawn in person by an Offeror or its authorized representative if, before the exact time set for receipt of offers, the identity of the person requesting withdrawal is established and that person signs a receipt for the offer.

SECTION VIII – EVALUATION AND SELECTION

A. Best Value

Best Value Award will be made to the Proposer: 1) whose offer is judged by an integrated assessment of the evaluation criteria to be the most advantageous to the Authority based on technical merit and revenue (“best value”); and 2) that the Authority deems the contractor responsible in accordance with the Authority’s Contracting Manual.

Best Value Determination will be made considering that: 1) the technical merits of the proposal will, in combination, be valued as slightly more important than the Financial Offer, and the Financial Offer must be fair, reasonable and meet the minimum requirements; and 2) the Authority may select other than the highest Financial Offer proposal if it is determined by value analysis (the Authority will use a Present Value analysis for comparison), or technical/cost tradeoffs, that another proposal is the most advantageous. As proposals become more technically equivalent, then the Financial Offer becomes more important.

B. Relation of Submittal Detail to Evaluation Criteria

Information submitted in proposals will be evaluated using only the criteria listed below. The criteria are listed in Section VIII-C below in descending order of importance with the first having the most weight and with each of the following criteria having equal or lesser weight than the one preceding it. Each criterion consists of all elements listed in the Section VII paragraph for that criterion. Please note that the elements listed in each of these paragraphs are not considered subcriteria and will be evaluated collectively, not



individually. In other words, when evaluating how well a technical proposal meets a particular criterion, the Authority will consider all of the elements of the criterion together as a single criterion, not as separate subcriteria. The Authority will base its evaluation on information provided by the Offeror.

C. Evaluation Criteria

1. Financial Offer

The evaluation of the Financial Offer will be based on a) the proposed Fuel Fee, determined by multiplying the total number of gallons of gasoline sold during the Contract Year by a proposed fee and b) the proposed Non-Fuel Fee, determined by multiplying a percentage fee on all goods and services sold, including convenience store items, restaurant and coffee sales, ATM fees, lottery ticket fees and any other services or goods sold or provided at the station, other than gasoline sales. A Present Value analysis will be used in the evaluation.

2. Background, Experience and Financial Capability of Firm

The Evaluation Committee (EC) will evaluate the experience each Offeror has in developing and operating the proposed retail operations as well as the financial strength and reputation of the Offeror.

3. Development and Implementation Plan

The EC will evaluate the quality, design, innovation and tenancy plan of the Offeror’s proposal. The EC will also evaluate the feasibility of the implementation schedule and its impact on the overall operations of the airport campus. Finally, the EC will evaluate the validity and reasonableness of the Offeror’s projected fuel sales, and convenience store and other sales.

4. Property Management and Operations Plan

The EC will consider the Offeror’s strategy to conduct a quality business, including marketing, management, and staffing plans. The proposed food and beverage concepts and the array of convenience merchandise will be evaluated.

D. Additional Consideration

The Authority reserves the right to establish a competitive range of Offerors based upon its initial evaluation of the technical and financial proposals and at subsequent points during the evaluation process. The Authority also reserves the right to conduct oral interviews with only the Offerors in the competitive range and to include the results of the interviews in its evaluation and to consider only these firms for Lease award.

The Authority further reserves the right to request BAFOs if in the best interests of the Authority. If BAFOs are desired, the Contracting Officer will issue a solicitation amendment containing the BAFO request. This amendment will be issued to all Offerors still within the competitive range and will state a deadline for receipt of the BAFOs. Unless instructed otherwise, Offerors are not required to change their technical and



financial proposals in response to the BAFO request, but must acknowledge the BAFO amendment even if they do not change their proposals. Once the technical evaluation is complete, those proposals of Offerors on the final list of Offerors within the competitive range will be considered with the technical score in making the final selection for Lease award.

E. Debriefings

Unsuccessful Offerors may request a debriefing in writing within fifteen (15) days from the date the firm receives written notice from the Authority that it has been unsuccessful. Debriefings will address the strengths and weaknesses of the Proposal submitted by the firm being debriefed. Information concerning other Offerors and Proposals shall not be provided.

F. Protests

If a potential Offeror believes it has grounds to protest any terms or conditions contained in or omitted from a solicitation or a solicitation amendment issued by the Authority, the potential Offeror must file its protest with the Manager, Procurement and Contracts Department. The protest must be received by the Manager, Procurement and Contracts Department by the earlier of the following two dates: (1) fourteen (14) calendar days after the issuance date of the solicitation or the date of the solicitation amendment containing the terms or conditions that are the subject of the protest, or (2) the Due Date for Proposals.

If an unsuccessful Offeror on an Authority solicitation believes it has grounds to protest the rejection of its Proposal, or the award of a Lease, other than grounds relating to the terms or conditions contained in or omitted from a solicitation or solicitation amendment, that Offeror must file its protest with the Manager, Procurement and Contracts Department. The Manager, Procurement and Contracts Department must receive the protest within seven (7) calendar days after the date of the Authority’s letter notifying the unsuccessful Offeror that its Proposal was unsuccessful or not accepted.

The Manager, Procurement and Contracts Department shall attempt to respond to a protest within seven (7) calendar days from receipt of the protest. If the Manager, Procurement and Contracts Department, determines that additional time shall be required to respond to the protest, the Manager, Procurement and Contracts Department shall, within seven (7) calendar days, notify the protestor of the time period within which a response shall be made.

If a protestor is not satisfied with the Manager, Procurement and Contracts Department's response, the protestor may ask the President and Chief Executive Officer (CEO) of the Authority to review the matter. This request must be received by the President and Chief Executive Officer within seven (7) calendar days after the protestor's receipt of the Manager, Procurement and Contracts Department's decision. If resolution cannot be achieved at that level and the Lease is or was subject to the approval of the Board of Directors or by a Standing Committee of the Board, then the protestor may request that the protest be reviewed by the Board of Directors or a Committee of the Board. Such request must be filed with the Secretary of the Board within seven (7) calendar days following the protestor's receipt of the President and Chief Executive Officer’s decision.



The decision of the Board of Directors or the Committee of the Board designated to consider the protest shall be final. For leases not requiring approval of the Board of Directors or a Committee of the Board, the decision of the President and Chief Executive Officer shall be final. Points of contact for requesting reviews can be found in Appendix B of the Authority’s Contracting Manual, Fourth Edition, Revision 1, dated June 15, 2014, which is available on the Authority’s website, www.mwaa.com.

The President and Chief Executive Officer may proceed with award of the Lease and notice to proceed while a protest is pending if he/she determines it to be in the Authority's best interest to do so.

SECTION IX –DISCLAIMER

The passenger enplanement data, gross receipts, site characteristics, and other information provided by the Authority in connection with this RFP are furnished for informational purposes only. Such data shall in no way relieve Offeror from the responsibility of determining for itself the business potential of the proposed management opportunity

�

�

ATTACHMENT 1 – LAND AND CONCESSION LEASE AND DEVELOPMENT AGREEMENT

�

�

ATTACHMENT 2 – ADDITIONAL SITE DEVELOPMENT INFORMATION

�

6-15-C00

1. E

a. L

The Premquadrantfor use arelatively

Figure A

The Premadjustedsize and

02

A

Existing Sit

Location, Cu

mises are lot of Rudder Ras a remotey little change

A2-1 Premise

mises as shfor the leascirculation r

ADDITIONA

te Conditio

urrent Usag

ocated in thRoad and A

e public parke. An aerial

es (2012 Aer

own measue descriptio

requirements

ATTA

AL SITE DE

ons

e, and Size

he southern riane Way. king lot and l photo of the

rial Photogra

re approximn to addresss established

ACHMENT

EVELOPME

portion of tAs a part ofremained i

e site from 2

aph)

mately 395 fes the Offerord during site

T 2

ENT INFOR

the Economf Dulles the sn that use f

2012 is show

eet by 395 fer’s specific pe planning an

RMATION

my Blue Lot site was origfor more tha

wn below.

eet. The boproposal andnd lease neg

Page

in the northginally develan 30 years

oundaries cad the relatedgotiation.

A2-1�

heastlopeds with

an be d final

6-15-C00

b. T

The site betweengrades oexhibits b

Figure A

Figure A

02

Topography

is more the1.1% and

on the westebelow, one w

A2-2 Contou

A2-3 Contou

e 90 percen1.5% to theern perimetwith and one

r Elevations

r Elevations

t covered ine east-souther, along A

e without the

(2012 aerial

n asphalt paheast. The riane Way.

e aerial photo

photograph

aving with a site meets Contour e

ograph as a

h)

relatively flthe surroun

elevations arbase.

Page

at grade runnding public re shown o

A2-2�

nning road

n the

6-15-C00

c. D

The offerand draininlet and running bjoins a bfeet to th

Figure A

Althoughof the PEnvironm25-870. �or under to be adand inten

d. W

The opethe streawith the Road. Edenote twthe Adjac

02

Drainage and

red Premisenage is by spipe draina

between theranch of thee east of the

A2-4 Existing

h stormwaterPremises wimental QualitThe additionthe leasehoded in acconsity of use.

Wetlands

n drainage am channel iU.S. Corps

Exhibit A2-5wo types of cent Land.

d Stormwat

es, as mentiosheet-flow to

age system ae southern pe Horsepen e Premises a

g Site Draina

r from the Pill require tty Stormwatnal detentionold.� Additionordance with

swale immemmediatelyof Engineer

5 shows theswetlands).

ter Managem

oned above,o two collecare illustrateperimeter of Run drainagand can be s

age

Premises curhe Lessee ter Managemn for quality nal features ah the Author

ediately outseast of the

rs around thse delineateThere are n

ment

, are almostction points od in the exhthe Premise

ge system; tseen along t

rrently drainto comply

ment regulatand quantityand treatmerity’s Design

side of the sAdjacent Lae year 2000

ed wetlandsno known w

t entirely covon the south

hibit below; tes and Ruddthis branch ithe right edg

s to Horsepwith the n

ions for quay will be req

ent such as on Manual to

southern boands have w0 in advances (the two tywetlands with

vered by imph perimeter these drain tder Road. Tis located apge of the exh

pen Lake, thnew Virginiaantity and ququired to be oil/water sepaddress the

undary of thwetlands thate on the widypes of croshin either of

Page

pervious surof the site.

to an open sThe swale inpproximatelyhibit.

e redevelopa Departmeality under 9developed w

parators will e change of

he Premisest were delinedening of Russ-hatch shaf the Premis

A2-3�

rface, The

swalen turn y 300

pment ent of 9VAC within have

f type

s and eated udder ading es or

6-15-C00

Figure A

e. S

The existAt surfacpassengethe AuthPremisesredevelowith the n

Generalclay soilsquality aAdjacentthe airpoof the Prsuccessf

For genealong Ru8. The condition

02

A2-5 Wetland

Surface and

ting Blue Loce level, moser automobiority rehabis and Additipment shounew Facilitie

subsoil conds over wea

at greater det Land, whic

ort, subsurfacremises andfully stabilize

eral informatiudder Road

Offeror is ns in his des

ds

Soil Condit

ot pavement st paving wales. This palitated the lonal Land. ld be carefu

es.

ditions in ththered and epths. Give

ch is on the ce weatherin

d Adjacent Led and filled

ion and refe(south and sresponsible

ign of the Fa

tions

within the Pas been desavement hasot to reinforGiven the p

ully studied a

is area are deterioratin

en the locaoriginal alig

ng can be exLand. As ev

for the purp

erence only,southwest oe for makinacilities appr

Premises aresigned in stres deterioraterce a very pavement’sagainst the t

typical of cong shale antion of the nment of Hoxpected to bvidenced by poses of build

the log repoof the Premisng proper, ropriate to hi

ea has beenength and ded under shulimited circulighter desitraffic loads

onditions at d siltstone, stream imm

orsepen Runbe slightly gre

the Blue Loding and op

orts and locases) are proindependenis site plan.

n relatively stepth to handuttle bus loauit of bus lagn and ageforecasted

the airport, with the ro

mediately ton prior to theater on theot facility, therating a pa

ations from twovided in figunt investigat

Page

table over itdle lighter w

ads. Accordanes through, its value into be assoc

which are sock increasi the east oe constructi

e eastern pore area has

arking lot

wo borings tures A2-6, 7tions of the

A2-4�

s life. weight

ingly,h the n site ciated

sandyng in

of the on of rtionsbeen

taken 7, and e soil

6-15-C002 Page A2-5�

Figure A2-6 Boring Log B-2

6-15-C002 Page A2-6�

Figure A2-7 Boring Log 3

6-15-C00

FigRu

f. E

Traffic tuthe a.m. p.m.) pea

� R� E� R

Figureupper

02

gure A2-8 udder Road a

Existing Traf

urning move(7:00 a.m. –

ak periods a

Rudder RoadExxon StationRudder Road

e A2-9 2012right corner

Location of and Ariane W

ffic

ment data s– 9:00 a.m.)

at the followin

d and Arianen driveway od and Autopi

2 Traffic cour); figures are

Boring LogWay for the w

sampled on ), mid-day (ng locations

e Way (Entraon Rudder Rlot Drive Inte

unts near exe morning (m

gs B-2 and Bwidening (com

September 11:00 a.m. –:

ance to EconRoad, and ersection.

isting statiomidday) [eve

B-3 taken atmpleted) of R

25, 2012 a– 1:00 p.m.)

nomy Parkin

on and storening] hourly

t the interseRudder Road

re shown in) and p.m. (

ng) intersecti

e (Premises y volumes

Page

ection of d

n Exhibit A2-(4:00 p.m. –

ion,

appear in th

A2-7�

-1 for – 6:00

he

6-15-C002 Page A2-8�

g. Utilities

A general overview and an illustration of the supply connections for utilities to serve the Premises have been provided in the RFP in Section IID.

h. Other Programmed Improvements Near the Site

Although the Phase II opening of Metrorail’s Silver Line through Dulles Airport is several years away, programming and contractual commitments equate to future given conditions. Construction of the main line piers for the elevated segments has begun and, at their closest points, the piers are less than 1,000 feet west of the Premises. There is limited Phase II development immediately adjacent to the site that is to be constructed sometime between 2016 and 2018. The expected effort near the Premise is to install permanent underground electrical conduit and 34.5 KV electrical feeders below or immediately near the north shoulder of Rudder Road. Access manholes are planned along the route including at the intersection of Rudder Road and Ariane Way, and one immediately south of the demising line between the Premises and the Adjacent Land. That permanent construction must be anticipated in the site planning of the Facilities, and construction activities of both projects must be appropriately coordinated. The Authority, as the Program/Construction Manager for the Phase II Silver Line work, will be able to assist in that coordination but its flexibilities are limited to the terms of its contracts with Capital Rail Constructors.

2. Planning, Design, and Construction

a. Future Changes Implied by the Master Plan

Growth at Dulles will not only result in larger facilities and operations, but in new and redeveloped facilities. On a shorter horizon, the Authority is constantly considering operational changes within the framework of the Master Plan; examples include a potential relocation of the Dulles cell phone lot. On a longer view, the Authority’s adopted Master Plan implies future changes to the rental car facilities, to the Economy parking operation, and to the non-aviation commercial lot on the south side of Rudder Road. Most significant of these to the Premises is the potential upgrading of the individual rental car lots to a consolidated Customer Service Center, which may be accessed via Ariane Way to the immediate west of the Premises, or via a new north-south road on either side of the Adjacent Land immediately east of the Premises. While none of these changes is imminent, programmed or guaranteed, some may be very relevant in the future to the Fuel Retailing and Convenience Concession and vice versa. The Authority looks forwarding to exploring these opportunities with the Selected Offeror in the site planning process.

b. Environmental Review

The Authority is obliged to comply with the National Environmental Policy Act as administered through the Federal Aviation Administration (FAA). The Authority has begun that coordination process and is preparing a “Short Form” Environmental Assessment (EA) assuming a site plan that redevelops the entire six acre site including the Premises and the Adjacent Land. The Authority expects its preliminary findings for EA to be available prior to the beginning of negotiations with the Selected Offeror. The Authority anticipates a Finding of No Significant Impact, and further expects that FAA’s determination should be available before the execution of the Lease. Significant deviations between the Selected Offerors site plan and the Authority’s

6-15-C002 Page A2-9�

placeholder, generic concept may require an amendment or a supplement to the EA. The Selected Offeror should anticipate this in its implementation planning and schedule, and should be prepared to assist the Authority in defining any related environmental impacts.

c. Design and Appearance Standards

Site planning and facility design must be accomplished in accordance with the Authorities Design Manual and its appendices, which can be found on the web at:

http://www.mwaa.com/file/01_DM_2014.pdf

and, specifically for this Premises, at:

http://www.mwaa.com/file/04_IAD_Vol_1_2014.pdf.

The Offeror must be mindful that there are prescribed appearance standards for facilities at Dulles; the Offeror must be prepared to site-adapt standard building configurations, building finishes, and branding characteristics during the site planning and design phases. The appearance standards are, in part, owing to the fact that elements of the original 1964 Master Plan for the Airport are eligible for listing on the National Register of Historic Places, in accordance with the National Historic Preservation Act of 1966. The Premises are outside, but immediately north of, the Dulles Airport Historic District. Rudder Road represents the relevant northern boundary of the District.

All facilities constructed on the Premises and the related off-site improvements are subject to the Authority Building Codes Manual and the Airports Authority Design Manual.

d. Setbacks

The Design Manual has established pavement and build setbacks, building frontage lines, and side yard clearances. Given that the Premises and the Adjacent Land are considered in the Design Manual in their current use as a public parking lot, new standards will be established during the site planning stage that will be similar to adjacent buildings. Pavement setbacks on the western, southern, and eastern boundaries of the combined Premises and Adjacent Land parcels are, practically speaking, established by the paving limits of the existing Blue Lot. Building setbacks are expected to be approximately 35 feet inside the Premises limits. The separations and setbacks for interior partitioning between the Premises and the Adjacent Land depend on the Offerors site plan concept(s), and will be cooperatively developed as described in Section 2a above.

e. Landscape

Similar to the situation with setback standards, the Premises and the Adjacent Land are reflected at their current use as a public parking lot in the Authority’s Landscape Master Plan; Washington Dulles International Airport. That plan suggests landscape screening which is not appropriate to this concession operation. During site planning, a new perimeter landscape plan will be established consistent with Landscape Master Plan requirements from the requirements of facilities that closely represent the Facilities of this Lease, which are those plan elements along Aviation Drive, Autopilot, and along the lots on Rudder Road with public buildings

6-15-C002 Page A2-10�

f. Design and Construction of Offsite Infrastructure

The Authority will have specific approval rights over all off-site infrastructure above those within the Premises. The Authority will work with the Selected Offeror to create a mutually acceptable off-site infrastructure plan.

Design service fees, construction quantities and construction costs shall be accounted for the off-site utility improvements separate from those for the Premises Facilities. This work shall require the same LDBE participation rate of 20%, consistent with the primary offer.

During construction of the off-site utilities and of the road work outside the Premises, the Authority will inspect the work to verify compliance with the design documents. The construction contractor will manage a quality control program that includes all necessary testing in accordance with the specifications.

Utilities that cross one or more lanes of existing roadway may be installed using open cut or trenchless methods. All maintenance of traffic shall comply with VDOT guidelines. One lane in each direction shall be provided in each direction at all times. Roadway restoration shall match existing materials and thicknesses.

All roadway pavement materials shall comply with VDOT specifications. The minimum roadway pavement section shall consist of 1.5” SM-12.5D, 6” of BM-25, and 12” of cement treated aggregate base material. Subgrade shall have a minimum CBR of 6. A combination of undercut and placement of offsite subbase material in conformance with VDOT specifications shall be imported as needed to obtain the minimum CBR value.

Stormwater management shall be provided for all new and redeveloped impervious areas in accordance with the Authority standards.

�

�

ATTACHMENT 3 – FINANCIAL OFFER FORM �

�

Request for Proposals Page A3-1 MWAA-6-15-C002

ATTACHMENT 3 – FINANCIAL OFFER FORM

FINANCIAL OFFER for the

DEVELOPMENT AND OPERATION OF THE FUEL RETAILING AND CONVENIENCE CONCESSION

atWASHINGTON DULLES INTERNATIONAL AIRPORT

TO: Procurement and Contracts Department DATE: Metropolitan Washington Airports Authority 1 Aviation Circle; Suite 154 Ronald Reagan Washington National Airport Washington, D.C. 20001-6000

RE: Request for Proposals No. MWAA 6-15-C002

A. Pursuant to the Authority’s Request for Proposals for a Lease to develop and operate a multi-fuel service station and convenience concession at Washington Dulles International Airport, the undersigned hereby submits a proposal for such services based on and subject to the terms and provisions and conditions contained in theabove referenced Request for Proposals, which document has been read by the undersigned and to which the undersigned agrees.

B. Based upon the terms, provisions and conditions of said Request for Proposals, the undersigned hereby proposes the following payments to the Authority in return for the ground lease described in the Request for Proposals.

Base Rent 1% of prior year’s Total Sales; Minimum per year = $150,000

Ground Rent

Annual Amount During Construction Period (prorated) $60,000 Years 1-5 $97,500 Years 6-10 $117,000 Years 11-15 $140,400 Years 16-20 $168,480

�


C. Should the undersigned become the Selected Offeror and be awarded the right to develop the facility, as aforesaid, the undersigned will execute the required Performance and Payment Guarantee. Release of the Bid Bond submitted by the Selected Offeror shall not be made until the Lease has been executed and the required Performance and Payment Guarantee has been received by the Authority.

ATTEST:

(COMPANY NAME)

BY: (SIGNATURE AUTHORIZED OFFICIAL)

(TITLE)

(MAILING ADDRESS)

(CITY, STATE, POSTAL CODE)

(TELEPHONE NUMBER)

(EMAIL ADDRESS)

Non-fuel Sales Fee

�

Years 1-20 ____% Non-Fuel Sales

Fuel Sale Fee

Sales in gallons / year

From: To: Cents per Gallon

- 2,000,000 $0._____ 2,000,001 4,000,000 $0._____ 4,000,001 6,000,000 $0._____ 6,000,001 8,000,000 $0._____ 8,000,001 and above $0._____

�

�

ATTACHMENT 4 – LOCAL DISADVANTAGED BUSINESS ENTERPRISE (LDBE) AND AIRPORT CONCESSIONS DISADVANTAGED BUSINESS

ENTERPRISE (ACDBE) DETAIL

ATTACHMENT 4

LOCAL DISADVANTAGED BUSINESS ENTERPRISE (LDBE) AND AIRPORT CONCESSIONS DISADVANTAGED BUSINESS ENTERPRISE (ACDBE) DETAIL

The Authority’s contracting policy is to aggressively seek participation by small, minority and women-owned firms in its contracting opportunities through all lawful means. The Authority has two programs for achieving this policy objective –1) a Local Disadvantaged Business Enterprise (LDBE) program for Authority contracts that do not include federal funds, and 2) the federal Airport Concession Disadvantaged Business Enterprise (ACDBE) program for airport concession opportunities.

Local Disadvantaged Business Enterprise Participation Requirement

The LDBE requirement for this solicitation is twenty percent (20%) of the total design and construction costs of the gas station/food service facility. The Authority required LDBE participation in the design and construction of the gas station/food service facility may be achieved by the Offeror through prime, or subcontract (first and second tier subcontractors), joint venture, partnership, or other legal arrangement between the Offeror and firms that have been certified by the Authority as LDBE.

The Authority may consider the Selected Offeror to be in breach of this contract if the contract work to be performed by LDBEs is performed by firms that are not LDBEs, unless expressly permitted by this contract or waived in writing by the Authority.

Offeror Conformance with LDBE Requirements

By signing the offer, Offeror commits itself to achievement of the LDBE participation requirement listed above. To be in conformance with this solicitation, the Offeror is required to commit to meeting the LDBE participation requirement above. The Offeror’s signature on the offer signifies the Offeror’s commitment. If the Offeror is unable to commit to the LDBE requirement, it must submit a Request for Waiver (Exhibit H) in accordance with the requirements of the Authority’s Contracting Manual.

1. Documents to be submitted with Offer

a. Statement of commitment to meeting the twenty percent 20% LDBE participation requirement; identification of the proposed LDBE firm(s) and their tasks. If the Offeror is not a LDBE, then it agrees that LDBE participation will be met by prime contracts or first and/or second tier subcontracts, or by joint venturing with an Authority certified LDBE;

b. Documentation of LDBE certification (e.g. letter from the MWAA Equal Opportunity Programs Office or current certification number);

c. LDBE certification application or indication that the firm has a pending LDBE certification application, for each proposed LDBE. This information shall be made as an attachment to the Offeror’s Proposal.

Failure to provide the required LDBE documentation will result in a finding of non-conformance, and the Offeror’s Proposal will not be considered further.

2. Documentation to be submitted after Offer submission

a. All Offerors (including those who are Authority certified LDBEs or eligible joint ventures who plan to count themselves to fulfill the LDBE requirement), shall submit a Contract Participation Form (Exhibit D) upon request of the Contracting Officer. Exhibit D is to list all firms that are participating in the contract and to provide all information required by the Exhibit. This form must be signed and dated by the Prime Contractor's representative.

b. Letters of Intent - The apparent Successful Offeror shall submit original signed Letters of Intent (Exhibit E) from each of the LDBEs identified on the Contract Participation Form (Exhibit D). These Letters of Intent must be submitted within three (3) business days after the Contracting Officer's request. Each Exhibit E shall be completely filled out and signed by the LDBE and co-signed by the Offeror. A detailed description of the LDBE’s scope of work must be provided on Exhibit E.

Failure to submit Contract Participation Form (Exhibit D), Letters of Intent (Exhibit E), LDBE Certification Application (Exhibit F)(if needed), or LDBE Waiver Request Procedure (Exhibit H) (if applicable) by the deadline specified by the Contracting Officer, may result in rejection of the offer.

LDBE Certification

To be certified by the Authority as an LDBE, a firm must be a small business concern which is organized for profit and which is located within a 100-mile radius of Washington, DC's zero mile marker. Those business entities located within counties that fall partially within the aforementioned boundary, are also eligible to participate in the Authority's program. A “small business” is defined, for LDBE purposes, as a firm that is not dominant in its field, and that meets the Authority’s small business size standards for the goods it will be supplying or services it will be performing in this contract. Receipts of all affiliates of the LDBE applicant shall be counted in determining the size of the business. The Offeror shall prompt, using reasonable measures, all LDBE firms participating in this contract, including itself, If it is an LDBE, to renew to their LDBE certifications and notify the Authority immediately of any change in status that would affect their eligibility for LDBE certification. If an LDBE certified firm participating in this contract outgrows the small business size standard (for example, the firm’s annual gross receipts increase sufficiently during the term of this contract to cause the three year average of the LDBE’s annual gross receipts to exceed the size standard) during the term of this contract, the firm will continue to be considered an LDBE for purposes of calculating LDBE participation for this contract until this contract, including any option years, expires. If an LDBE certified firm participating in this contract becomes ineligible for LDBE certification for any reason other than growth during the term of this contract (e.g., the LDBE moves outside the local area or the LDBE is purchased by a large or non-local firm), the Authority reserves the right to require the Contractor to substitute a certified LDBE firm to perform the ineligible LDBE’s work under this contract.

The LDBE Program is a Program of the Metropolitan Washington Airports Authority only and is not comparable nor reciprocal to other small business programs in Virginia, Maryland, or Washington, D.C.

Airport Concession Disadvantaged Business Enterprise

The Offeror will be required to make good faith efforts to achieve an Airport Concessions Disadvantaged Business Enterprise (ACDBE) goal of at least fifteen percent (15%) of the projected total gross receipts generated by the fuel/convenience/food/retail operations of the concession.

The fifteen (15%) ACDBE Goal may be achieved through leases/contracts for fuel/convenience/retail/food services space to VAUCP certified ACDBEs, joint ventures, or other legal arrangements meeting the ACDBE participation standards of 49 CFR Parts 23 and 26 as revised. Direct leases/contracts to ACDBE Concession Operators are the Authority’s preferred method for meeting the ACDBE goals.

Only ACDBE participation that results from performing a commercially-useful function can be counted toward the Authority’s ACDBE Goal. A commercially-useful function is performed by the ACDBE when it is independently responsible for the execution of a distinct element of the work and carries out its responsibilities by actually performing, managing, and supervising the work required (commercially-useful functions are defined in 49 CFR Parts 23 and 26 as revised). Unacceptable forms of ACDBE participation for meeting the Authority’s ACDBE Goals include contracts for services provided by an ACDBE to an Offeror (e.g., janitorial, advertising, consulting, etc.), employment arrangements, purchases of equipment or supplies, or other arrangements that lack meaningful participation and control by the ACDBE in the operation of the concession.

A written and signed agreement specifying the work to be done by an ACDBE must be submitted to the Authority for review and approval before the participation can be counted toward the ACDBE goal. The total dollar value of gross receipts earned by an ACDBE under a direct ownership arrangement counts toward the Authority’s ACDBE Goals. When an ACDBE performs as a participant in a joint venture, a portion of the gross receipts that is equal to the distinct, clearly-defined portion of the work of the concession operation that the ACDBE performs with its own forces, can be counted toward the Authority’s ACDBE Goals.

The Authority will rely upon the guidance set forth in the U.S. Department of Transportation’s ACDBE regulations 49 CFR Parts 23 and 26 as revised and the “AirportConcessions Disadvantaged Business Enterprise Joint Venture Guidance” document released on July 17, 2008 in the oversight of its ACDBE Program. All joint ventures with an ACDBE partner will be required to submit a completed “ACDBE Joint Venture Application”form (see Exhibit K hereto), along with all supporting documents required by the application form, for the Authority’s review and approval. No credit toward the Authority’s ACDBE Goals will be counted until the joint venture agreement is reviewed and approved by the Authority.

The Offeror will be responsible for ensuring that each ACDBE firm is certified prior to the execution of a lease/contract by the Offeror with that firm. The Offeror shall be responsible for ensuring that the Authority receives all information needed to determine whether a firm qualifies as an ACDBE. During the term of the contract with the Offeror, the Airports Authority reserves the right to revise ACDBE participation percentages to comply with U.S. Department of Transportation (DOT) requirements.

ACDBE firms must be certified by the Virginia Unified Certification Program (VAUCP) prior to execution of a lease between the Offeror and the ACDBE. Leases/contracts involving 100 percent ACDBE participation must be executed in the name of the ACDBE. Leases/contracts involving joint ventures where an ACDBE is part of the joint venture must be executed in the name of the joint venture.

Offeror Conformance with ACDBE Goal

By signing its offer, the Offeror commits to make good faith efforts to achieve the ACDBE goal of at least fifteen percent (15%) of the projected total gross receipts generated by the fuel/convenience/food/retail operations of the concession, unless a waiver request meeting the requirements of this section is submitted with the offer. Failure to sign the offer or submit a waiver request with the offer will result in the offer being found to be in

nonconformance with the RFP and rejected. The Authority will treat all other matters of ACDBE participation (for example, whether the Offeror has made a good faith effort to meet the ACDBE goal), the sufficiency of the ACDBE information that has been provided or whether a ACDBE for whom pre-award substitution is sought was proposed in good faith) as matters relating to the Offeror’s responsibility that the Authority may determine prior to award through communications with the Offeror(s) in question. Unless the Authority declares otherwise, such communications with the Offeror(s) in question do not constitute “negotiations” or “discussions” as these terms are used in the Authority’s Contracting Manual and do not require communication with other Offerors.

Each Offeror must describe in its Proposal how it will meet the fifteen percent (15%) ACDBE goal. In order to meet the ACDBE goal, the ACDBE’s participation is to be at least fifteen percent (15%) of the projected total gross receipts generated by the fuel, convenience, food, and retail operations. If the ACDBE firm is an equity participant in a joint venture or partnership submitting a Proposal in response to this RFP, then the ACDBE must have at least fifteen percent (15%) ownership interest in the entity along with the corresponding compensation and responsibility for the concession operation.

ACDBE Plan

The Offeror shall provide details of all ACDBE participation in the Proposal, separately identifying the firms, which will participate, and their level of participation. The information shall include:

a) Name, address, and telephone number of each ACDBE’s main office.

b) Detailed scope of the services to be provided by each ACDBE

c) Projected gross receipts to be generated by each ACDBE and the percentage of overall gross receipts of the fuel/convenience/food/retail operations for each ACDBE

d) The detailed scope (services/concepts) of prior or current experience of the ACDBE.

e) The nature of the relationship between the ACDBE and the Offeror (e.g., subcontract, joint venture, etc.). If the Offeror itself is an ACDBE, this should be stated. A copy of the agreement between the ACDBE and the Offeror should be included, if available. If an executed agreement is not available, a draft agreement outlining the principal terms of the business arrangement should be submitted.

f) Proposed management assistance plan for the ACDBE, if any, including any financial assistance planned.

g) Proposed responsibilities for the ACDBE and how the ACDBE will perform distinct clearly defined portions of the work of the concession with its own resources.

h) Proposed equity interest and/or compensation of the ACDBE (if proposed).

In the event of a joint venture or partnership involving the ACDBE and non-ACDBE concessionaire, their agreement must include at a minimum all details on capitalization of the venture, management, management fees, administration and control, and accounting. Any assistance (i.e., financing, training, or other assistance) provided by the non-ACDBE concessionaire to the ACDBE must be detailed in the agreement. The agreement must

specify the amount of capital to be contributed by each partner (the contribution should be in proportion to the partner’s interests in the venture). It is preferable that each partner provide independent financing sources for its portion of the capital requirements. The ACDBE’scapital contribution should not be one hundred percent (100%) financed, unless the ACDBE obtains the financing from an independent third party (i.e., commercial lender). Any financing provided by the non-ACDBE concessionaire partner to the ACDBE should be comparable to that offered by a commercial bank, and should be fully amortized over the length of the Contract and include monthly payments not dependent on profits of the operation.

The Authority will rely upon the guidance set forth in the U.S. Department of Transportation’s ACDBE regulations 49 CFR Parts 23 and 26 as revised and the “AirportConcessions Disadvantaged Business Enterprise Joint Venture Guidance” document released on July 17, 2008 in the oversight of its ACDBE Program. All joint ventures with an ACDBE partner will be required to submit a completed “ACDBE Joint Venture Application”form (see Exhibit K hereto), along with all supporting documents required by the application form, for the Authority’s review and approval. No credit toward the Authority’s ACDBE Goals will be counted until the joint venture agreement is reviewed and approved by the Authority.

ACDBE Certification Requirements

To qualify as a ACDBE, the firm must meet the definition as set forth below and the applicable size standard, defined in terms of the firm's average annual receipts for the preceding three (3) fiscal years. The applicable size standard for the ACDBEs that participate in the fuel, convenience, food, and retail operations concession is $56.42 million, which means the ACDBE's average annual gross receipts for the last three years (including gross receipts of all affiliates) cannot exceed $56.42 million. The receipts of affiliate companies are included in determining size. Business concerns are affiliates of each other when either directly or indirectly (1) one concern controls or has the power to control the other, or (2) a third party (or parties) has the power to control both. Consideration is given to such factors as common ownership, common management, contractual relationships and overlapping authority.

A business concern must be a) at least fifty-one percent (51%) owned and controlled by one or more socially and economically disadvantaged individuals, or in the case of any publicly owned business, at least fifty-one percent (51%) of the stock is owned by one or more socially and economically disadvantaged individuals; and b) whose management and daily business operations are controlled by one or more of the socially and economically disadvantaged individuals who own it. "Socially and economically disadvantaged individuals" include:

a) Women;

b) Black Americans, which includes a person having origins in any of the Black racial groups of Africa;

c) Hispanic Americans, which includes persons of Mexican, Puerto Rican, Cuban, Dominican, Central, or South American, or other Spanish or Portuguese culture or origin, regardless of race;

d) Native Americans, this includes persons who are American Indians, Eskimos, Aleuts, and Native Hawaiians;

e) Asian-Pacific Americans, which includes persons whose origins are from Burma (Myanmar), Thailand, Malaysia, Indonesia, Singapore, Brunei, Japan, China, Taiwan, Korea, Vietnam, Laos, Cambodia (Kampuchea), the Philippines, Samoa, Guam, the U.S. Trust Territories of the Pacific Islands (Republic of Palau), Republic of the Marshall Islands, Federated States of Micronesia, or the Commonwealth of the Northern Mariana Islands, Macao, Hong Kong, Fiji, Tonga, Kiribati, Juvalu, or Nauru; and

f) Subcontinent Asian-Indian Americans, which includes persons whose origins are from India, Pakistan, Bangladesh, Sri Lanka, Bhutan, the Maldives Islands, or Nepal.

The Authority will generally assume that business owners who fall into one of these groups are socially and economically disadvantaged. Their disadvantaged status will not generally be investigated, unless a third- party challenge is made. Other individuals may be found to be socially and economically disadvantaged on a case-by-case basis. If such individual(s) requests that his or her firm be certified as ACDBE, the Authority, as part of the certification process, will determine whether the individual is socially and economically disadvantaged under the criteria in Appendix C of Subpart D of 49 CFR Part 23. These owners must demonstrate that their disadvantaged status arose from individual circumstances, rather than by virtue of membership in a group.

Firms interested in applying for LDBE or ACDBE certification should contact:

Terry Woodson Equal Opportunity Programs DepartmentMetropolitan Washington Airports Authority1 Aviation Circle, Suite 144 Washington, DC 20001-6000 (703) 417-8622 [email protected]

ACDBE Good Faith Effort Waiver

To be deemed responsive to this RFP, the Offeror must commit to the fifteen percent (15%) ACDBE goal for this RFP, or if the Offeror is unable to commit to all or any part of the ACDBE goal, it must submit with the Proposal the attached Request for Waiver of the ACDBE goal. The Offeror must demonstrate that it made good faith efforts to achieve the goal. The Waiver request must include a report of the efforts made by the Offeror, sufficient to satisfy the Authority that a waiver of the goal or portion thereof is justified. The Waiver Request must be submitted with the Proposal, under separate cover, and addressed to the Equal Opportunity Programs Office. The Equal Opportunity Programs Office will review the request to determine if good faith efforts have been made, and will make a decision to approve or deny the Waiver Request.

Activities constituting “good faith efforts” are outlined below.

1) Elements of the Waiver Report: The report supporting the waiver request shall include documentation to substantiate the good faith efforts made. The following examples are possible efforts demonstrating good faith, however, this list is not inclusive or exhaustive:

� Attend any informational meetings that are scheduled by the Authority regarding ACDBE's;

� Advertise in major circulation newspapers, such as the Washington Post, trade association newsletters and minority and/or women oriented media concerning the ACDBE participation opportunities;

� Provide written notice to a reasonable number of specific ACDBE's regarding the concession contract being solicited, in sufficient time to allow ACDBE's to participate;

� Follow-up initial solicitations of interested ACDBE's to determine their level of interest in the project;

� Provide interested ACDBE's with adequate information about the RFP, the certification process, and other elements of the project;

� Negotiate in good faith with interested ACDBE's and not reject ACDBE's as unqualified without sound reasons, based upon thorough investigation of their capabilities; and,

� Make efforts to assist interested ACDBE's in obtaining financing or insurance (if applicable).

2) Good faith efforts of an Offeror shall be evaluated by the Authority to determine whether the efforts to obtain ACDBE participation were those that a firm aggressively seeking partners or subcontractors would take in the normal course of doing business; whether the steps taken had a reasonable probability of success; and whether based upon the size, scope and complexity of the project, there were qualified ACDBE firms available and willing to participate in a reasonable manner (e.g., financing, staff, etc.).

3) Efforts that are merely pro forma are not good faith efforts to meet the goal. Efforts to obtain ACDBE participation are considered pro forma, even if they are sincerely motivated, if, given all relevant circumstances, they could not reasonably be expected to produce a level of ACDBE participation to meet the ACDBE goal. For example, advertising or bulk mailings, alone or together are considered pro forma unless followed up with telephone calls and/or correspondence consistent with normal business practice. If the ACDBE firm provides a reasonable and/or legitimate offer, a reasonable effort to evaluatethe participant and work towards a good business arrangement for both parties must be demonstrated.

4) An Offeror who fails to provide twenty-five percent (25%) ACDBE participation and who fails to obtain a Good Faith Efforts Waiver from the Authority will be considered to be not in compliance with the solicitation and its Proposal will be rejected.

5) If the Waiver Request is denied, the Proposal will be rejected. If the Waiver Request is granted, the Proposal will be evaluated and the evaluation of ACDBE participation will consider the quantity and quality of ACDBE participation that is proposed.

6) If the Proposal does not, on its face, show ACDBE participation sufficient to meet the ACDBE goal, and no Waiver Request form is included with the Proposal, or if an incomplete Waiver request form is submitted, the Proposal will be rejected.

Pre-Award ACDBE Substitution

Upon a finding by the Authority’s Equal Opportunity Programs Department, that the Offeror acted in good faith in attempting to meet the ACDBE goal, the Offeror may: (1) be permitted by the Authority to substitute ACDBEs named in the offer; (2) obtain one or more ACDBEs to perform the work originally designated for a ACDBE or ACDBE joint venture partner; or (3) be permitted to achieve the ACDBE goal through alternative means that are satisfactory to the Authority. The circumstances in which this may be allowed include but are not limited to an ACDBE’s:

1) Failure to qualify for ACDBE certification if the firm was proposed in good faith as a ACDBE by the Offeror

2) Cessation of business for causes beyond the control of the Offeror

3) Bankruptcy or insolvency

4) Inability to furnish any required performance or payment bonds

5) Inability to obtain, or loss of, a license necessary to the performance of work by the ACDBE

6) the Authority can determine with reasonable certainty the terms of the agreement and the ACDBE’s failure to execute the agreement has not been caused by changes that the Offeror has made to the agreement

7) Failure to comply with the terms and conditions of its agreement with the Offeror

8) Voluntary decision not to participate in the concession

9) Inability to perform a commercially useful function, or to perform work of the nature and scope claimed

Unless otherwise authorized by the Authority, the substitute ACDBE(s) shall be required to perform the same functions and be subject to the same joint venture, partnership, subcontract, sublease or other agreement with the Offeror as the originally proposed ACDBE(s). The Authority may permit the Offeror to alter the substitute ACDBE functions or terms of the Offeror’s agreement with the ACDBE, but only if the Authority has not yet completed its evaluation of the Proposals and the Authority determines, in its sole discretion, that these changes will not unreasonably delay the Authority’s evaluation. The Authority is under no obligation to delay the evaluation or award of the contract to accommodate the substitution, even if the Offeror has been identified as the apparent successful Offeror. If the substitute firm cannot be certified as an ACDBE or if the terms of the substitute ACDBE’sparticipation cannot be approved prior to the date by which the Authority has determined, in its sole discretion, that it will award the contract, the Authority may select another contractor for award.

It will be the responsibility of the Offeror to submit to the Equal Opportunity Programs Department all documentation necessary for the evaluation of the proposed substitute ACDBE(s). Such documentation shall include but is not limited to (1) ACDBE Certification Application; (2) Application for Joint Venture Eligibility; (3) joint venture or partnership agreement (including ACDBE financing plan and/or training plan), or subcontract or sublease; and (4) Proposed ACDBE participation plan.

Exhibit D METROPOLITAN WASHINGTON AIRPORTS AUTHORITY

CONTRACT PARTICIPATION FORM

Check One: Original Revised Date: _________________ Contract No.: ____________________________

Name of Offeror: ________________________________________________ Project Name: ____________________________________________

Original Contracted LDBE Participation: $___________________________ Original Percent Contracted LDBE Participation: __________ %

The Offeror shall submit the Contract Participation Form to the Contracting Officer with the offer. Please attach additional sheets if needed. Enter "X" for all

that apply LIST THE PRIME AND ALL FIRST TIER FIRMS PARTICIPATING IN THIS CONTRACT Identify whether firms are *P, S, JV, SP, B, H,

MFG, in next column. TY

PE O

F FI

RM

(see

bel

ow) FEDERAL TAX ID

(also known as Employer

IdentificationNumber) nine digit number. LD

BE

MB

E **

WB

E **

*

OTH

ER

ADDRESS (Number, Street, City, State, ZIP)

DESCRIBE TYPE OF WORK (Electrical, Paving, etc. with notation e.g.

"Labor Only", "Material Only", "Complete") Item Number if Applicable, Quantity, Unit

Price

AGREED PRICE

EX SAMPLE S 55-5555555 X X 12345 Main Street, Washington, DC 20001 Furnish and install Structural Steel $986,000.00

1 2 3 4 5 6 7 8 9

10 11 12 13 14 15 16 17

TOTAL AGREED PRICE MUST EQUAL TOTAL OFFERED PRICE:

I, _________________________, a duly authorized representative of _________________________, certify that the above information is true and correct. (type or print name) (name of firm)

Signature: ________________________________________________ Date: ___________________

TYPE OF FIRM ** MBE = A certified Minority Business Enterprise (Attach current certification letter)*P = Prime Contractor SP = Stocking Supplier/Distributor *** WBE = A certified Women Business Enterprise (Attach current certification letter) S = Subcontractor B = Broker, Agent, Packager (Information regarding MBE/WBE participation will be used for generalized JV = Joint Venture H = Hauler statistical purposes and program analysis.)

MFG = Manufacturer Rev. 07/2007

Exhibit E METROPOLITAN WASHINGTON AIRPORTS AUTHORITY

LETTER OF INTENT

__________________________________ Contract Number _____________________________ (Name of Prime Contractor) Location _____________________________ __________________________________ Contract Name _____________________________ (Name of 1st Tier Subcontractor (If Applicable))

A. The undersigned LDBE intends to perform the work associated with this contract as (Check one): Individual Partnership Corporation Joint Venture

B. The undersigned LDBE will perform the work associated with this contract as a (Check all that apply): Construction Contractor Stocking Supplier Manufacturer Stocking Distributor Broker, Agent, Packager Hauler Service Provider (for non-construction contracts)

C. The undersigned LDBE will: Perform the following services Supply the following materials, equipment, supplies:

IF AVAILABLE, PLEASE ATTACH A COPY OF THE PROPOSED SCOPE OF WORK FOR THIS SUBCONTRACTOR.

Item Detailed Description Scope of Services Number Of Scope of Work (Check One) Quantity Unit Price 01 ________________________________________ Labor Only Matl Only Complete ____________ ____________ ________________________________________ _________________________ ____________ ____________ 02 ________________________________________ Labor Only Matl Only Complete ____________ ____________ ________________________________________ _________________________ ____________ ____________ 03 ________________________________________ Labor Only Matl Only Complete ____________ ____________ ________________________________________ _________________________ ____________ ____________ 04 ________________________________________ Labor Only Matl Only Complete ____________ ____________ ________________________________________ _________________________ ____________ ____________

Please Attach Additional Sheets if Necessary

D. Work described above will be performed at the following total price: $_____________________________.

E. Total Contract Amount: $___________________________________

F. Term of Contract Commencement Date: _________ Completion Date: _________

G. _______% of the dollar value of the subcontract will be performed by (check if applicable): Non-LDBE contractors Non-LDBE suppliers.

The undersigned will enter into a subcontract consistent with the above upon execution of a contract between the Prime Contractor and the Authority: (NOTE: SIGNATURES MUST BE DATED)

____________________________________ Agreed To ____________________________________ (Print or Type Name of LDBE Firm) (Print or Type Name of Prime Contractor)

By__________________________________ ____________________________________ (Print or Type Name and Title) (Print or Type Name and Title)

_______________________ __________ _______________________ __________ (Signature) (Date) (Signature) (Date)

_____________________________________________________(Print or Type LDBE's Certification Number and Expiration Date)

FOR MWAA USE ONLY MWAA EOP Specialist's Approval $_________________________ _______________ ___________ (Enter The Amount of Contract Approved for LDBE Participation) (Signature) (Date)

MWAA/EOP 02/2005

Exhibit E1 METROPOLITAN WASHINGTON AIRPORTS AUTHORITY

REVISION TO ORIGINAL LETTER OF INTENT

__________________________________ Contract Number _____________________________ (Name of Prime Contractor) Location _____________________________ __________________________________ Contract Name _____________________________ (Name of 1st Tier Subcontractor (If Applicable))

Revision # _____ MWAA Change Notice # ___________ MWAA Contract Modification # ___________ Describe Change or Modification _________________________________________________________ This revision represents: Increase in Contract Amount Decrease in Contract Amount If Decrease, state reason _______________________________________________________________

A. The undersigned LDBE intends to perform the work associated with this contract as (Check one): Individual Partnership Corporation Joint Venture

B. The undersigned LDBE will perform the work associated with this contract as a (Check all that apply): Construction Contractor Stocking Supplier Manufacturer Stocking Distributor Broker, Agent, Packager Hauler Service Provider (for non-construction contracts)

C. The undersigned LDBE will: Perform the following services Supply the following materials, equipment, supplies:

IF AVAILABLE, PLEASE ATTACH A COPY OF THE PROPOSED SCOPE OF WORK FOR THIS SUBCONTRACTOR.

Item Detailed Description Scope of Services Number Of Scope of Work (Check One) Quantity Unit Price 01 ________________________________________ Labor Only Matl Only Complete ____________ ____________ ________________________________________ _________________________ ____________ ____________ 02 ________________________________________ Labor Only Matl Only Complete ____________ ____________ ________________________________________ _________________________ ____________ ____________ 03 ________________________________________ Labor Only Matl Only Complete ____________ ____________ ________________________________________ _________________________ ____________ ____________ 04 ________________________________________ Labor Only Matl Only Complete ____________ ____________ ________________________________________ _________________________ ____________ ____________

Please Attach Additional Sheets if Necessary

D. Work described above will be performed at the following total price: $_____________________________.

E. Original Total Contract Amount: $______________ Current Total Contract Amount: $______________ Total Amount of This Revision: $______________ New Total Contract Amount: $______________

F. Term of Contract Original Commencement Date: _________ Original Completion Date: _________ Revised Commencement Date: _________ Revised Completion Date: _________

G. _______% of the dollar value of the subcontract will be performed by (check if applicable): Non-LDBE contractors Non-LDBE suppliers.

The undersigned will enter into a subcontract consistent with the above upon execution of a contract between the Prime Contractor and the Authority: (NOTE: SIGNATURES MUST BE DATED)

____________________________________ Agreed To ____________________________________ (Print or Type Name of LDBE Firm) (Print or Type Name of Prime Contractor)

By__________________________________ ____________________________________ (Print or Type Name and Title) (Print or Type Name and Title)

_______________________ __________ _______________________ __________ (Signature) (Date) (Signature) (Date)

_____________________________________________________(Print or Type LDBE's Certification Number and Expiration Date)

FOR MWAA USE ONLY MWAA EOP Specialist's Approval $_________________________ _______________ ___________ (Enter The Amount of Contract Approved for LDBE Participation) (Signature) (Date)

MWAA/EOP 02/2005

EXHIBIT F

LDBE CERTIFICATION APPLICATION

The Local Disadvantaged Business Enterprise (LDBE) Program application form is available for download from the Metropolitan Washington Airports Authority’s website at:

http://www.mwaa.com/362.htm

Exhibit G Page 1 of 3

METROPOLITAN WASHINGTON AIRPORTS AUTHORITY

APPLICATION FOR JOINT VENTURE ELIGIBILITY

Note: This form need not be filled in if all joint venture firms are LDBEs

1. JOINT VENTURE NAME AND ADDRESS(Company Name, Address, City State Zip)

_________________________________

_________________________________

_________________________________

_________________________________

_________________________________

2. CONTACT PERSON AND TITLE

_________________________________

_________________________________

_________________________________

3. TELEPHONE

_________________________________

4. IDENTIFY THE COMPANIES WHICH COMPRISE THE JOINT VENTURE (LDBE PARTNER(S) MUST COMPLETE LDBE APPLICATION):

_________________________________________________________________________

_________________________________________________________________________

_________________________________________________________________________

_________________________________________________________________________

_________________________________________________________________________

5a. DESCRIBE ROLE OF LDBE FIRM IN THE JOINT VENTURE:

_________________________________________________________________________

_________________________________________________________________________

_________________________________________________________________________

b. NATURE OF JOINT VENTURE’S BUSINESS:____________________________________

_________________________________________________________________________

_________________________________________________________________________

c. DESCRIBE VERY BRIEFLY THE EXPERIENCE AND BUSINESS QUALIFICATIONS OF EACH NON-LDBE JOINT VENTURER: _________________________________________

_________________________________________________________________________

_________________________________________________________________________

6. IS THE JOINT VENTURE RESPONDING TO A SPECIFIC AUTHORITY SOLICITATION?

� YES � NO IF YES, WHICH ONE? ________________________________

7. WHAT IS THE PERCENTAGE OF LDBE OWNERSHIP IN THE JOINT VENTURE?

_________________________________________________________________________

_________________________________________________________________________


8. PROVIDE A COPY OF THE JOINT VENTURE AGREEMENT. Include in the following information with respect to ownership of the joint venture (if not covered in the joint venture agreement).

a. Profit and Loss Sharing

b. Capital Contributions, Including Equipment

c. Other Applicable Ownership Interests

9. CONTROL OF AND PARTICIPATION IN THIS CONTRACT. Identify by name and firm those individuals (and their titles) who are responsible for day-to-day management and policy decision making, but not limited to, those with prime responsibility for (a) financial decisions; (b) management decisions, such as estimating marketing and sales; (c) hiring and firing of management personnel; (d) purchasing of major items or supplies; and (e) supervision of field operations.

Name Firm (and Title)

_________________________________________________________________________

_________________________________________________________________________

_________________________________________________________________________

_________________________________________________________________________

_________________________________________________________________________

_________________________________________________________________________

_________________________________________________________________________


AFFIDAVIT

“The undersigned swear that the foregoing statements are true and correct and include all material information necessary to identify and explain the terms and operation of the joint venture and the intended participation by each joint venturer in the undertaking. Further, the undersigned covenant and agree to provide the Metropolitan Washington Airports Authority (the Authority) current, complete, and accurate information regarding actual joint venture work and the payment therefor and any proposed changes in any of the joint venture arrangements and to permit the audit and examination of the books, records, and files of the joint venture, by authorized representatives of the Authority or the Federal funding agency. Any material misrepresentation will be grounds for terminating any contract which may be awarded and for initiating action under Federal or State laws concerning false statements.”

Name of Joint Venture (if any) ___________________________________________________Names of companies forming Joint Venture

________________________________________________________________________________________________________________________________

Signature(s) ________________________________________________________________________________________________________________________________

Name(s) ________________________________________________________________________________________________________________________________

Title(s) ________________________________________________________________Date ________________________________________________________________State of ________________________________________________________________County of ________________________________________________________________

On this __________ day of ___________________, 20____, before me appeared(name) __________________________________, to me personally known, who being duly sworn, did execute the foregoing affidavit, and did state that he or she was properly authorized by (name of firm) ________________________________ to execute the affidavit and did so as his or her free act and deed.

Notary Public __________________________________________________________Commission Expires __________________________________________________________

[Seal]

On this __________ day of ___________________, 20____, before me appeared(name) __________________________________, to me personally known, who being duly sworn, did execute the foregoing affidavit, and did state that he or she was properly authorized by (name of firm) ________________________________ to execute the affidavit and did so as his or her free act and deed.

Notary Public __________________________________________________________Commission Expires __________________________________________________________

[Seal]

Exhibit H Page 1 of 2

LDBE WAIVER REQUEST PROCEDURE

This procedure must be followed if an offeror cannot meet the LDBE subcontractingrequirements in whole or in part. The Request for Waiver must be submitted in writing with the proposal. The Request for Waiver must report and document the efforts made by the offeror to solicit LDBEs for participation and clearly outline the offeror’s reasons why no subcontracting opportunities exist. A waiver request must also demonstrate that there an insufficient number of LDBEs to provide adequate competition and reasonable prices. The provisions of Section IX (04) must be reviewed by the offeror before submitting a request for a waiver.

A blanket statement that there are no LDBE businesses to provide services or materials related to the bid/offer is INADEQUATE. An explanation of how that conclusion was reached must be provided or the request will be determined to be pro forma and not in good faith.

Actions which may demonstrate a good faith effort on the part of the bidder include, but are not limited to, the following:

1. Attend any pre-proposal meetings that are scheduled by the Authority;

2. Advertise in major circulation newspapers such as The Washington Post, trade associations, small business, and minority and women oriented mediaconcerning the subcontracting opportunities;

3. Provide written notice to a reasonable number of specific LDBEs that theirinterest in the contract is being solicited, in sufficient time to allow the LDBEs to participate effectively;

4. Follow up initial solicitations of interest by contacting LDBEs to determine with certainty whether the LDBEs were interested.

5. Select portions of the work to be performed by LDBEs in a manner that will increase the likelihood of meeting the LDBE requirement;

6. Provide interested LDBEs with adequate information about the plans,specifications, and requirements of the contract;

7. Negotiate in good faith with interested LDBEs, and not reject LDBEs asunqualified without sound reasons based on a thorough investigation of their capabilities; and,

8. Make efforts to assist interested LDBEs in obtaining bonding or insurance, if needed.

Exhibit H Page 2 of 2

WAIVER REQUEST (Continued)

REQUEST FOR WAIVER

__________________________________ hereby requests a waiver of the required contract

requirement for the participation of LDBEs as specified in solicitation number ______________.

All good faith efforts to identify potential LDBEs as subcontractors have been made, but we

have been unable to meet the LDBE requirement for the following reason(s):

__________________________________(Authorized Representative)

__________________________________(Date)

NOTE: All advertisements, telephone conversations, and other documentation to support this statement should be attached.

Exhibit JMETROPOLITAN WASHINGTON AIRPORTS AUTHORITY

INVOICE ATTACHMENT FORM Name Of Prime Contractor _____________________________________________________________________________________________________________________________ Contract Name & Number _____________________________________________________________________________________________________________________________ Original Contract Amount $_________________________________________________ Payments Received $_________________________________________________ Current Contract Amount $_________________________________________________ Retainage Withheld $_________________________________________________ Invoice Period From __________________ Through __________________ Date Submitted __________________________________________________ Actual LDBE Participation To Date $_____________________________________ Current Scheduled LDBE Participation $_____________________________________ Total Original Contracted LDBE Participation $_____________________________________ Percent Original Contracted Participation __________ %

MONTHLY CONTRACT INFORMATION

# NAME OF SUBCONTRACTOR

BUSINESS ADDRESS (CITY, STATE, ZIP) DESCRIPTION OF WORK

*LDBE

MBE

WBE

OTHER

ORIGINAL SUBCONTRACT

AMOUNT

CURRENT SUBCONTRACT

AMOUNT

TOTAL PAYMENTS

TO DATE

AMOUNT THIS INVOICE

%COMPLETE

%LDBE

1 2 3 4 5 6 7 8 9

10 11 12 13 14 15 16 17 18

SUBCONTRACTOR TOTALS PRIME CONTRACTOR TOTAL

TOTAL THIS INVOICE

* PUT AN "X" IN THIS COLUMN ONLY IF SUBCONTRACTOR IS AN AUTHORITY CERTIFIED LDBE.

I certify that the information furnished above is correct to the best of my knowledge and represents the current status of the firm's (Prime Contractor) subcontract(s) with the listed firms (Subcontractors) for the designated period covered by this report.

Signed: _____________________________________________________ Title _________________________________________ Date ____________________

This form must be attached to all Invoices submitted by the Prime Contractor. 07/2006

Metropolitan Washington Airports Authority

INSTRUCTIONS FOR COMPLETING

THE INVOICE ATTACHMENT FORM (EXHIBIT J)

I. USE AUTHORIZED FORMS

Use only Authority approved forms to file monthly Invoice Attachment Form. Do not change or amend the Authority approved form in any manner. Authority approved forms are available on hard copy or diskette from the EOP Specialist assigned to the contract. Note that all subcontractors are to be listed on the Invoice Attachment Form. Also, note that some entries are required that apply only to the sum of LDBE contracts. To facilitate accuracy in reporting, it is recommended that LDBE subcontractors be listed first and a subtotal appear in each of the four sub-columns that comprise the "Monthly Contract Information" section of the report.

II. REPORT ALL LDBEs EVERY MONTH

Every LDBE firm whose contract is counted toward achievement of the participation requirement mustappear on the Invoice Attachment Form every month. If there is no invoice activity for an LDBE in any given month, enter "0" in the column, "Amount this Invoice". Note that all other information must be entered, must be current and correct.

III. LEDGER PORTION

A. Name, Location & Description of Work – For all subcontractors, enter the subcontractor's name, location (city, state and zip code) and description of work. For LDBEs, these entries must be the same as comparable information appearing on the Letter of Intent and the Contract Participation Form.

B. Classification of Subcontractor(s)

Only those subcontractors who meet the LDBE eligibility requirements may be classified as LDBEs on the Invoice Attachment Form.

Assign classifications as follows:

1. LDBE-Place an "X" in this column only if the subcontractor is an Authority certified LDBE.

2. MBE-Place an "X" in this column if the subcontractor is also a minority-owned company, regardless of their size. This classification should also be used for subcontractors who have submitted a certification application but have not yet been certified. Oncecertification has been achieved, such firms should be classified as both MBE and LDBE. This column is also used to calculate Voluntary Participation of Minority-owned firms. Thus, a subcontractor can be classified as both LDBE and MBE, or, just MBE.

3. WBE-Place an "X" in this column if the subcontractor is a woman-owned company regardless of their size. This classification should also be used for subcontractors who have submitted a certification application but have not yet been certified. Oncecertification has been achieved, such firms should be classified as both LDBE and WBE. This column is also used to calculate Voluntary Participation of woman-owned firms. Thus, a subcontractor can be classified as both LDBE and WBE, or just WBE.


Instructions for Completing the Invoice Attachment Form

4. Other-Place an "X" in this column for all subcontractors who cannot be classified as either LDBE, MBE or WBE.

C. Original Subcontract Amount

Enter the original subcontract amount. For LDBEs, this must be the amount submitted on the LDBE's Letter of Intent and approved by the Authority.

D. Current Subcontract Amount

Enter the current subcontract amount. If this amount is the same as the entry in "Original Subcontract Amount", enter it. For LDBEs, if this amount is different that the amount entered in "Original Subcontract Amount", a Revised Letter of Intent must be on file with and approved by the EOP Specialist. It is recommended that Revised Letters of Intent be submitted with the Invoice Attachment Form that initially reports the New Contract amount.

E. Total Payments to Date

Enter the sum of payments that have been made to that subcontractor as of the date of the report. Note that this column should not contain diminishing amounts, i.e., a succeeding month's entry lower than the preceding month's entry. If this occurs, the Authority may request an examination of additional records to verify the correct amount.

F. Amount of This Invoice

Enter the amount of the subcontractor's invoice being submitted with this report.

G. Percentage Amount Complete

Enter the percentage that equals the progress of that subcontractor's work.

H. Percent LDBE

This entry depends upon the type of contract and terms stated in the solicitation. The percentage for non-LDBEs is always "0". Thus, if the subcontractor does not meet the requirements stated above to be classified as a LDBE, the percentage entered in this column must be "0".

I. Totals

Fill out totals as follows:

1. SUBCONTRACTOR TOTALS – Totals for all subcontractor data reported on the Exhibit J form.

2. PRIME CONTRACTOR TOTAL – Portion of invoice attributed to work performed by prime contractor. (May include payments to non-LDBE/MBE/WBE suppliers that are not listed in the subcontractor section of the Exhibit J from.)

3. TOTAL THIS INVOICE – Sum of the Subcontractor Total and Prime Contractor Total for the current invoice. Must match the amount of the invoice.


Instructions for Completing the Invoice Attachment Form

IV. TOP PORTION OF INVOICE ATTACHMENT FORM

A. Original Contract Amount

Enter the original amount of the Prime's Contract.

B. Payments Received

Enter the sum total of payments received as of the date of the report.

C. Current Contract Amount

Enter the current amount of the Prime's Contract.

D. Retainage Withheld

Enter the amount of retainage withheld. If none, enter 0.

E. Invoice Period

Enter the month being reported, i.e. January 1 to January 31, 2000.

F. Date Submitted

Enter the date the report is submitted to the Authority.

G. Actual LDBE Participation to Date $

Enter the sum of Total Payments to LDBEs.

H. Current Scheduled LDBE Participation $

Enter the sum of Current Subcontract Amounts reported for LDBEs only, i.e, do NOT include current subcontract amounts for non-LDBEs even though they appear in the ledger portion of the report.

I. Total Original Contracted LDBE Participation $

Enter the dollar amount of the original LDBE participation requirement of this contract.

J. Percentage Original Contracted Participation

Enter the percentage of required LDBE participation for this contract.

MWAA/EOP 07/2006

Exhibit K Page 1 of 3�

METROPOLITAN WASHINGTON AIRPORTS AUTHORITY

ACDBE APPLICATION FOR JOINT VENTURE ELIGIBILITYNote: This form need not be filled in if all joint venture members are ACDBE firms.

1. JOINT VENTURE NAME AND ADDRESS (Company Name, Address, City State Zip)

_________________________________ _________________________________ _________________________________ _________________________________ _________________________________

2. CONTACT PERSON AND TITLE

_________________________________ _________________________________ _________________________________ 3. TELEPHONE _________________________________

4. IDENTIFY THE COMPANIES WHICH COMPRISE THE JOINT VENTURE (ACDBE PARTNER(S) MUST BE CERTIFIED AT TIME OF SUBMISSION OF THIS JOINTVENTURE APPLICATION):

5a. DESCRIBE ROLE OF ACDBE FIRM IN THE JOINT VENTURE:

b. NATURE OF JOINT VENTURE’S BUSINESS:

c. DESCRIBE VERY BRIEFLY THE EXPERIENCE AND BUSINESS QUALIFICATIONS OFEACH NON-ACDBE JOINT VENTURER:

6. IS THE JOINT VENTURE RESPONDING TO A SPECIFIC AUTHORITY SOLICITATION?

� YES � NO IF YES, WHICH ONE?

7. WHAT IS THE PERCENTAGE OF ACDBE OWNERSHIP IN THE JOINT VENTURE?


8. PROVIDE ALL OF THE FOLLOWING DOCUMENTS/INFORMATION

a. Copy of the Joint Venture Agreement

b. Profit and Loss Sharing agreement/plan c. Statement of Start Up and Operating Costs - provide itemized statements of start-up and

operating costs for the concession operation d. Detail Plan for Capital Contributions – provide an itemized statement of each members

capital contributions (identifying cash investments and loan amounts) e. Copy of ACDBE’s Loan Agreement and Security Instrument f. Detail description of functions to be performed by ACDBE firm (identifying ACDBE’s

personnel responsible for the functions) g. Detail description of functions to be performed by non-ACDBE firm (identifying personnel

responsible for the functions) h. Business resume/capability statement showing ACDBE firm’s experience in performing

work relevant to this joint venture i. Resume’s of all principal managers listed in number 9 below j. Other Applicable Ownership Interests – provide list of other joint ventures or other

business relationships between the ACDBE and non-ACDBE members of thisagreement

9. CONTROL OF AND PARTICIPATION IN THIS CONTRACT. Identify by name, race, sex,and firm those individuals (and their titles) who are responsible for day-to-day managementand policy decision making, including, but not limited to, those with prime responsibility for (a) financial decisions; (b) management decisions, such as estimating, marketing,merchandizing and sales; (c) hiring and firing of management personnel; (d) purchasing ofmajor items or supplies; and (e) supervision of field operations. Name Race Sex Firm (and Title)


AFFIDAVIT

“The undersigned swear that the foregoing statements are true and correct and includeall material information necessary to identify and explain the terms and operation of the jointventure and the intended participation by each joint venturer in the undertaking. Further, theundersigned covenant and agree to provide the Metropolitan Washington Airports Authority (theAuthority) current, complete, and accurate information regarding actual joint venture work andthe payment therefor and any proposed changes in any of the joint venture arrangements and topermit the audit and examination of the books, records, and files of the joint venture, byauthorized representatives of the Authority or the Federal funding agency. Any materialmisrepresentation will be grounds for terminating any contract which may be awarded and forinitiating action under Federal or State laws concerning false statements.”

Name of Joint Venture (if any) Names of companies forming Joint Venture:

Signature(s)

Name(s)

Title(s) DateState of County of

On this day of , 20 , before me appeared (name) , to me personally known, who being dulysworn, did execute the foregoing affidavit, and did state that he or she was properly authorizedby (name of firm) to execute the affidavit and did so ashis or her free act and deed.

Notary Public Commission Expires

[Seal]

On this day of , 20 , before me appeared (name) , to me personally known, who being dulysworn, did execute the foregoing affidavit, and did state that he or she was properly authorizedby (name of firm) to execute the affidavit and did so ashis or her free act and deed.

Notary Public Commission Expires

[Seal]

of 2�

ACDBE GOAL

WAIVER REQUEST FORM

PROCEDURE

This procedure must be followed if an Offeror cannot meet the ACDBE subcontracting requirements in whole orin part. The Request for Waiver must be submitted in writing with the Proposal. The Request for Waiver mustreport and document the efforts made by the Offeror to solicit ACDBEs for participation and clearly outline theOfferor’s reasons why no subcontracting opportunities exist. A waiver request must also demonstrate thatthere an insufficient number of ACDBEs to provide adequate competition and reasonable prices. Theprovisions of Section VIII (04) must be reviewed by the Offeror before submitting a request for a waiver.

A blanket statement that there are no ACDBE businesses to provide services or materials related to theProposal is INADEQUATE. An explanation of how that conclusion was reached must be provided or therequest will be determined to be pro forma and not in good faith.

Actions which may demonstrate a good faith effort on the part of the bidder include, but are not limited to, thefollowing:

1. Soliciting through all reasonable and available means (e.g. attendance at pre-proposal meetingsscheduled by the Authority, advertising and/or written notices in major circulation newspaperssuch as the Washington Post, trade association publications, and disadvantaged and minorityand women oriented media) the interest of all certified ACDBEs who have the capacity toperform the work of the contract. The Offeror must solicit this interest within sufficient time toallow the ACDBEs to respond to the solicitation. The Offeror must determine with certainty if theACDBEs are interested by taking appropriate steps to follow up initial solicitations.

2. Selecting portions of the work to be performed by ACDBEs in order to increase the likelihoodthat the ACDBE goals will be achieved. This includes, where appropriate, breaking out contractwork items into economically feasible units to facilitate ACDBE participation, even when theprime contractor might otherwise prefer to perform these work items with its own forces.

3. Providing interested ACDBEs with adequate information about the plans, specifications, andrequirements of the contract in a timely manner to assist them in responding to a solicitation.

4. (a) Negotiating in good faith with interested ACDBEs. It is the Offeror's responsibility to make aportion of the work available to ACDBE subcontractors and suppliers and to select thoseportions of the work or material needs consistent with the available ACDBE subcontractors andsuppliers, so as to facilitate ACDBE participation. Evidence of such negotiation includes thenames, addresses, and telephone numbers of ACDBEs that were considered; a description ofthe information provided regarding the plans and specifications for the work selected forsubcontracting; and evidence as to why additional agreements could not be reached forACDBEs to perform the work.

5. Making efforts to assist interested ACDBEs in obtaining bonding, lines of credit, or insurance asrequired by the Authority or the Offeror.

6. Making efforts to assist interested ACDBEs in obtaining necessary equipment, supplies,materials, or related assistance or services; and

7. Negotiate in good faith with interested ACDBEs, and not reject ACDBEs as unqualified withoutsound reasons based on a thorough investigation of their capabilities.

of 2�

�

WAIVER REQUEST (Continued)

REQUEST FOR WAIVER

hereby requests a waiver of the required

contract goals for the participation of ACDBEs as specified in solicitation number . All

good faith efforts to identify potential ACDBEs as subcontractors have been made, but we

have been unable to obtain the required goals for the following reason(s):

(Authorized Representative)

(Date)

NOTE: All advertisements, telephone conversations, and other documentation to support this statement should be attached.

�

�

�

ATTACHMENT 5 – ELIGIBILITY FORM �


ATTACHMENT 5 – ELIGIBILITY FORM

TO DEVELOP AND OPERATE A FUELING RETAIL AND CONVENIENCE CONCESSION

ATWASHINGTON DULLES INTERNATIONAL AIRPORT

As required in the Request for Proposals, Offerors submitting a proposal to operate a fueling retail and convenience concession at Washington Dulles International Airport (“theAirport”) must complete this form in full and submit it to the Authority with the other contents of Offeror’s proposal. This form will enable the Authority to determine whether the Offeror has met the minimum eligibility requirements for submitting a proposal. Use additional pages as necessary, but please indicate at the top of each page the number and/or letter of the paragraph to which each such page relates. If this Eligibility Form is not submitted, or if the information contained herein is incomplete or not responsive, or if the Offeror does not have the financial capability to provide the required goods and services, the Offeror’s bid may be rejected by the Authority.

Note: If the Offeror is a subcontractor, affiliate, or joint venture partner, then the information requested below shall be provided for both the Offeror and for the prime Contractor or parent entity.

A. Offeror

1. Name: __________________________________________

2. Address: __________________________________________

__________________________________________

3. Telephone Number: __________________________________________

4. Contact Person: __________________________________________

5. Type of Organization (check all that apply):

( ) Corporation - Please give state and year of incorporation:_______ ( ) Partnership ( ) Joint Venture ( ) Sole proprietorship ( ) Other (explain)

B. Financial Information

1. Attach evidence of Offeror’s or major equity partners’ financial responsibility and creditworthiness which can be verified. Evidence may include a credit rating from a qualified firm preparing credit ratings, a letter of creditworthiness from a bank, a letter of credit from an FDIC-insured bank describing a Offeror’s credit line, or other trade reference. Include the names and addresses of at least three (3) commercial or institutional credit references and a letter authorizing each credit reference to respond to inquiries from the Authority


2. If Offeror is currently an operating business entity, provide full and complete audited financial statements for the three (3) most recent years, prepared in accordance with Generally Accepted Accounting Principles (GAAP). The financial statements shall be audited and certified by a Certified Public Accountant (CPA). The Offeror shall provide a financial profile covering complete operations (i.e., profit/loss of all of the Offeror’s businesses), and a statement of any significant financial events occurring subsequent to the closing date of the most recent financial statements. If Offeror, or corporation or other entity which has, directly or indirectly, a controlling interest in the Offeror, or any subsidiary corporation or other entity in which the Offeror has a controlling interest, or any affiliate of the Offeror is required to file reports with the Securities and Exchange Commission, Offeror shall provide copies of all Annual Reports on Form 10-K filed by the Offeror or any partner or principal owner of Offeror during the past two years.

3. In the event the Offeror anticipates the establishment of a new business entity, a subsidiary or spin-off of an existing corporation to perform the services contemplated under this Request, sufficient data must be provided to demonstrate financial capability of the proposed entity. The Authority reserves the right to require at its discretion additional financial information and/or a guarantee from the Offeror’s parent company or owners, or a letter of credit for a predetermined amount each Contract Year. Personal net worth statements will not be acceptable to establish financial capability under the Request unless such net worth is pledged to the entity to be established and is accompanied by the principal’s appropriate, signed, tax return statements for the last two years. The Offeror shall also provide bank references, including addresses, telephone numbers, and names of bank officials familiar with the Offeror’s account.

4. Has Offeror ever had a performance guarantee bond or surety canceled or forfeited?

YES ( ) NO ( )

If yes, and a bond, state name of bonding company, date, amount of bond and reason for cancellation or forfeiture.

5. Has Offeror or any director, principal officer, or owner of 10 percent or more of stock of Offeror ever reorganized under the Bankruptcy Code or declared bankruptcy?

YES ( ) NO ( )

If yes, state case name, date of the proceedings, court jurisdiction, amount of liabilities and amount of assets as of the date filed and disposition.

6. Has Offeror or any entity affiliated with it ever been awarded a concession at any airport and failed to operate the concession for the full term thereof?

YES ( ) NO ( )


If yes, please state name of airport, date of award and describe the circumstances.

7. Have any leases for the company’s operation or other business enterprises held by your organization ever been canceled?

YES ( ) NO ( )

If yes, provide additional details.

8. Has Offeror been involved in litigation in the previous five years as plaintiff or defendant as a result of Offeror’s concession?

YES ( ) NO ( )

If yes, state the date, court jurisdiction, case number and outcome. This response should include litigation under the current or prior entities or affiliates and any litigation involving the officers or majority stockholders.

C. Ownership and Control of Offeror

1. If Offeror is a corporation, please list all officers, directors and owners of 10 percent or more of its capital stock.

2. If Offeror is an entity other than a corporation, please list all persons or entities with an interest of 10 percent or more in the operations of the Offeror, indicating the title if any and the percentage of the interest of each.

3. Please provide names, titles, mailing addresses and business telephone numbers of the corporate officers.

4. Please submit a copy of the Offeror’s company’s organizational chart, including the names of the individuals in the various positions.

D. Authorization to do Business in the Commonwealth of Virginia

The Offeror shall attach a certification signed by its authorized representative, which states to the Authority that the Offeror is authorized to do business in the Commonwealth of Virginia. Please attach a copy of the certificate hereto. If not authorized by the date bids are due to the Authority, the offeror must certify to the Authority that it is authorized to do business no later than the date the Authority receives a Contract for execution from an Offeror. The undersigned hereby certifies that all of the information contained herein, and in any and all attachments hereto, is true and accurate.

ATTEST:

____________________________ _________________________________ (Name of Offeror)

By: ______________________________

Dated: ______________________, 2015